Exhibit 99.1
------------
AMENDMENT NO. 1 TO WARRANT AGREEMENT
This is Amendment No. 1, dated as of May 26, 2000 (this "Amendment") to
the Warrant Agreement, dated as of July 1, 1996, between Pacific Aerospace &
Electronics, Inc., a Washington corporation, as successor to PCT Holdings, Inc.,
a Nevada corporation (the "Company") and Interwest Transfer Co., Inc., a Utah
corporation (the "Warrant Agent"). All capitalized terms not defined in this
Amendment shall have the respective meanings set forth in the Agreement.
WHEREAS, the Company wants to extend the expiration date of the
Warrants, as provided in this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
1. Expiration Date. The term "Expiration Date" as used in the
----------------
Agreement is hereby amended to be July 15, 2003. In each place where the term
"July 15, 2001" appears in any Warrant Certificate (including without limitation
the form of Warrant Certificate attached as Exhibit A to the Agreement), such
term is hereby deemed to be "July 15, 2003."
2. Entire Amendment; Savings Provision. This Amendment sets forth the
-----------------------------------
entire amendment being made to the Agreement. Except as specifically provided in
this Amendment, the Agreement and all Warrant Certificates remain in full force
and effect in accordance with their terms. References in any Warrant Certificate
to the Agreement shall be deemed to refer to the Agreement, as amended by this
Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
PACIFIC AEROSPACE & ELECTRONICS, INC. INTERWEST TRANSFER CO., INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- ---------------------------
Its President and CEO Its Vice President
----------------------------- --------------------------
