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Aircraft Lease Agreement

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 This Aircraft Lease Agreement involves

EVERGREEN HOLDINGS INC | Ventures Acquisition Company, LLC | Timothy G. Wahlberg | Delford M. Smith

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Governing Law: Oregon     Date: 7/15/2005

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Ventures Acquisition Company, LLC
3850 Three Mile Lane, McMinnville OR 97128
Evergreen International Airlines, Inc.,
3850 Three Mile Lane, McMinnville OR 97128


Evergreen International Airlines, Inc.


Ventures Acquisition Company, LLC



Term of Lease:

36 months

Effective Date:


Rentals Payable:

11th day of each month

Number of Rental Payments:


Aircraft Type & S/N:

Boeing 747-230SF msn 23287

Engine Type & ESN:

GE CF6-50E2 esn 517342, 517963, 455222, 517642

Aircraft Registration Number:




Terms and Conditions of Lease

1.     Lease : Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor, the aircraft described above with all replacement parts, repairs, additions and accessories incorporated therein and/or affixed thereto, all referred to herein as "the Aircraft". Each of Lessor and Lessee expressly acknowledges and agrees that this lease is and shall be subject and subordinate to all the terms of the Loan Agreement dated as of July 11, 2005 (the "Loan Agreement") between Lessor, Evergreen Holdings, Inc., as Guarantor, and Landsbanki Íslands hf., as lender (the "Lender"), and the Mortgage and Security Agreement executed in connection therewith, in each case as in effect from time to time, and Lender's right to repossess the Aircraft and void this lease upon such repossession. In addition to Lessee's agreements hereunder with respect to insurance, maintenance, operation, and possession of the Aircraft, Lessee agrees to comply with Sections 7.07, 7.10, 7.11, 8.03, 8.04, 8.05 and 8.06 of the Loan Agreement (as in effect from time to time) as if each of such provisions were set forth herein in their entirety as obligations of the Lessee. Lessee acknowledges that it has received a copy of, and is familiar with the terms of, the Loan Agreement and the Mortgage and Security Agreement.

2.     Term : This lease is for the original period of time shown above beginning on July 11, 2005 and terminating on July 10, 2008. This Lease shall automatically continue in effect on the terms and conditions set forth herein month to month unless either party is provided with Ten (10) days notice to terminate.

3.     Rentals : Lessee agrees to pay lease charges as set forth in Exhibit A. attached hereto and incorporated herein as though fully set forth.


4.     No Warranties by Lessor and Compliance with Laws : Lessee acknowledges that Lessor is not the manufacturer of the Aircraft, nor manufacturer's agent, and that Lessor MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, DESIGN OR CONDITION, THE MERCHANTABILITY OF THE AIRCRAFT OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OR CAPACITY OF THE MATERIALS IN THE AIRCRAFT OR WORKMANSHIP IN THE AIRCRAFT. No oral agreement, guarantee, promise, condition, representation or warranty nor any oral modification hereof shall be binding. All prior conversations, agreements, or representations related to this lease or to the Aircraft are integrated herein. Lessee shall, at its own expense and cost: (a) pay all charges and expenses in connection with the operation of the Aircraft; (b) comply with all laws, ordinances, regulations, requirements and rules with respect to the use, maintenance, and operation of the Aircraft,

5.     MAINTENANCE : At LESSEE'S sole expense, LESSEE shall take good care of the Aircraft, maintain a valid and current FAA standard airworthiness certification for the Aircraft, follow the manufacturer's useful life, comply with all mandatory laws and regulations relating to the use, operation and maintenance of the Aircraft, keep the Aircraft in good repair, condition and working order, reasonable wear and tear excepted, and maintain all mandatory logs, records, documents, manuals and other materials required by the FAA to be maintained with respect to the Aircraft, All service, maintenance, modification repair and overhaul of the Aircraft shall be performed only by FAA certified mechanics, repairmen or repair stations, or certificated operators and shall be accomplished in accordance with all mandatory FAA requirements, including, maintenance, modification, repair and overhaul manuals, and manufacturer service bulletins, and all mandatory FAA regulations, directives, instructions and service bulletins.

6.     Destruction of the Aircraft : If the Aircraft is totally destroyed, the liability of the Lessee to pay rent therefore shall be discontinued upon Lessor's receipt of the insured value of the Aircraft and the net amount of the recovery, if any, from insurance or otherwise for such loss or damage shall belong to Lessor.

7.     Payment of Taxes by Lessee : During the term of this lease, Lessee shall, in addition to the rent provided herein to be paid, promptly pay all taxes, assessments, and other governmental charges levied or assess

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