EX-99.1 3 dex991.txt AMENDMENT NO. 1 TO SECOND AMENDED AGREEMENT EXHIBIT 99.1 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT -------------------------------------------------------- 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 Schroeder 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. ---------- 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. ------------- 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/ Donald Wright ------------------------------ Name: Donald Wright Title: Chief Executive Officer -2- Dated: February 4, 2002 GSCP Recovery, Inc. By: /s/ Matthew Kaufman ------------------------------ Name: Matthew Kaufman Title: Managing Director Address: 12 E. 49th Street New York, NY 10017 Tel.: (212) 884-6202 Fax: (212) 884-6184 -3- Dated: February 4, 2002 Alliance Capital Management L.P., as investment advisor By: Alliance Capital Management Corp By: /s/ Michael E. Sohr ------------------------------ Name: Michael E. Sohr Title: Vice President Address: 1345 Avenue of the Americas 39th Floor New York, NY 10105 Tel.: (212) 969-6938 Fax: (212) 969-6820 -4- Dated: February 6, 2002 M.W. Post Advisory Group L.L.C., as investment advisor By: /s/ Carl Goldsmith ------------------------------ Name: Carl Goldsmith Title: Managing Director Address: 1880 Century Park East Suite 820 Los Angeles, CA 90067 Tel.: (310) 407-0945 Fax: (310) 407-0951 -5- Dated: February 6, 2002 William E. Simon & Sons Special Situation Partners II, L.P. By: /s/ John E. Klinge ---------------------------------- Name: John E. Klinge Title: Principal Address: 10990 Wilshire Blvd, Suite 500 Los Angeles, CA 90024 Tel.: 310-996-8740 Fax: 310-996-9796 -6-