AMENDMENT NUMBER ONE TO INTERCREDITOR AGREEMENT

This AMENDMENT NUMBER ONE TO INTERCREDITOR AGREEMENT (this " Amendment ") is entered into as of May 15, 2006 by and between Law Debenture Trust Company of New York, as successor to JP Morgan Trust Company, National Association ("JP Morgan") and Bank One, National Association (" Bank One "), a national banking association, not in its individual capacity but solely as trustee (the " Trustee ") under the Junior Agreement (as defined below), as collateral agent for itself and the holders of the Senior Second Notes (in such capacity, together with its successors and assigns in such capacity, the " Junior Collateral Agent "), and Wells Fargo Foothill, Inc., a California corporation (" WFF "), as the arranger and administrative agent for the Senior Lenders (as defined below) (in such capacity, together with its successors and assigns in such capacity, the " Senior Agent "), with

reference to the following:

WHEREAS , Junior Collateral Agent and Senior Agent are parties to that certain Intercreditor Agreement, dated as of May 14, 2004 (as amended, restated, supplemented, or otherwise modified from time to time, the " Intercreditor Agreement ");

WHEREAS , Evergreen International Aviation, Inc., an Oregon corporation (the " Parent "), certain subsidiaries and affiliates of Parent that are party thereto (each a " Borrower " and individually and collectively, jointly and severally, the " Borrowers "), the lenders that are identified on the signature pages thereto (the " Senior Lenders "), and Senior Agent are parties to that certain Loan and Security Agreement dated as of May 13, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement ");

WHEREAS , Parent, certain subsidiaries and affiliates of Parent that are party thereto, and Trustee, as successor to JP Morgan and Bank One, are parties to that certain Indenture dated as of May 16, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the " Junior Agreement ");

WHEREAS , Senior Agent and Junior Collateral Agent desire to make certain amendments to the Intercreditor Agreement; and

WHEREAS , subject to the terms and conditions set forth herein, Senior Agent and Junior Collateral Agent are willing to make such amendments.

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.   Defined Terms . Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Intercreditor Agreement, as amended hereby.

2.   Amendment to Intercreditor Agreement .

(a)   Section 1.01 of the Intercreditor Agreement is hereby amended by adding the following new definition in proper alphabetical order:

"Pledged Collateral" is defined in Section 3.10(a)."

(b)   The Intercreditor Agreement is hereby amended by adding the following new Section 3.10 at the end of Article III thereof:

"3.10   Bailee for Perfection .

(a)   The Senior Agent and the Junior Collateral Agent each agree to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees), to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such Collateral being the "Pledged Collateral"), as bailee and as a non-fiduciary agent for the Junior Collateral Agent or the Senior Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under the Junior Documents or the Senior Documents, as applicable, subject to the terms and conditions of this Section 3.10 . Unless and until the Senior Debt is Paid in Full, the Junior Collateral Agent agrees to promptly notify the Senior Agent of any Pledged Collateral held by it or by any Junior Creditors, and, immediately upon the request of the Senior Agent at any time prior to the Senior Debt being Paid in Full, the Junior Collateral Agent agrees to deliver to the Senior Agent any such Pledged Collateral held by it or by any Junior Creditors, together with any necessary endorsements (or otherwise allow the Senior Agent to obtain control of such Pledged Collateral). The Senior Agent hereby agrees that upon the Senior Debt being Paid in Full, upon the written request of Junior Collateral Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, Senior Agent shall continue to act as such a bailee and non-fiduciary agent for the Junior Colla