<PAGE>
Exhibit 10.21
-------------
MODIFICATION AND/OR EXTENSION AGREEMENT
Date: November 13, 2000 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.
----------------------------------------
. The maturity date of the Loan is hereby extended to December 5,
2000.
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:
. Borrower shall pay Lender in cash an extension fee of $10,500.00.
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
1
<PAGE>
agreement and to 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/ John C. Thoren By: /s/ Donald A. Wright
--------------------------------- ---------------------------------
John C. Thoren, Vice President Donald A. Wright, CEO & President
2
