EXHIBIT 10.11

INTERCREDITOR AGREEMENT

        INTERCREDITOR AGREEMENT, dated as of May 13, 2004 (as amended from time to time, the “Agreement”), by and between J.P. Morgan Trust Company, National Association, as successor to 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 junior collateral agent for the Trustee and the holders of the Senior Second Notes (as defined below) (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”). The holders from time to time of the Senior Second Notes, the Trustee and the Junior Collateral Agent are collectively referred to herein as the “Junior Creditors.”

RECITALS

    A.        Pursuant to a Loan and Security Agreement dated as of May 13, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among 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”), and the Senior Creditors, the Senior Creditors have agreed to extend certain financial accommodations in an aggregate amount not to exceed $100,000,000 available to the Borrowers, subject to the terms and conditions set forth therein.

    B.        Pursuant to a General Continuing Guaranty dated as of May 13, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) executed and delivered by Parent and certain subsidiaries and affiliates of Parent that are party thereto (together with Parent, each a “Guarantor” and individually and collectively, the “Guarantors”), in favor of the Senior Agent, the Guarantors have guarantied the obligations of the Borrowers under the Credit Agreement and the other Senior Documents (as defined below). The Borrowers and the Guarantors are sometimes hereinafter referred to individually as an “Obligor” and collectively as the “Obligors.”

    C.        Pursuant to an Indenture dated as of May 16, 2003 (the “Junior Agreement”) by and among the Obligors and Bank One and the other Junior Documents (as defined below), Parent issued the Senior Secured Notes (as defined below).

    D.        The obligations of the Obligors under the Credit Agreement and the other Senior Documents (as defined below) are being secured on a first-priority basis by security interests and liens on the assets and properties described in the Credit Agreement (the “Collateral”) pursuant to the Senior Collateral Documents (as defined below).

    E.        The obligations of the Obligors under the Junior Agreement arid the other Junior Documents (as defined below) are being secured on a second-priority basis by the Collateral pursuant to the Junior Documents (as defined below).

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    F.        The parties hereto agree that the Liens in favor of the Senior Agent under the Senior Documents shall be senior to the Liens in favor of the Junior Collateral Agent under the Junior Documents.

    G.        It is a condition to the extension of the credit facilities to be made available by the Senior Creditors that the Junior Collateral Agent, acting on behalf of the Junior Creditors, enter into this Agreement.

AGREEMENT

        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND RELATED MATTERS

        1.01 Definitions. Terms with initial capital letters not otherwise defined herein (including “Default,” “Event of Default,” “Obligations” and “Lien”) have the respective meanings set forth in the Credit Agreement. In addition, the following terms with initial capital letters have the following meanings:

        “Agreement” is defined in the Preamble.

        “Aircraft Security Agreement” means that certain Aircraft Security Agreement of even date herewith, executed and delivered by certain Subsidiaries of Parent in favor of Senior Agent and contemporaneously recorded with the Federal Aviation Administration.

        “Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended from time to time, or any successor statute.

        “Borrower” and “Borrowers” are defined in the Recitals and include their permitted successors and assigns.

        “Collateral” is defined in the Recitals.

        “Contingent Senior Debt” means Senior Debt that is contingent or otherwise unmatured, whether such Senior Debt is in the form of reimbursement obligations with respect to undrawn letters of credit, reimbursement or indemnity obligations with respect to guaranties or other assurances of payment, or otherwise. The amount of any Contingent Senior Debt at any time shall be equal to claims in existence at such time or an amount payable thereunder upon removal of all contingencies or maturity, as the case may be.

        “Credit Agreement” is defined in the Recitals.

        “Creditor” means any of the Senior Creditors and any of the Junior Creditors.

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        “Foreclosure Action” means, with respect to any Creditor, any action to foreclose upon or enforce a Lien against particular property, including commencing judicial or non-judicial foreclosure proceedings, exercising any other remedy with respect to any item of real or personal property included in the Collateral, exercising any rights afforded to secured creditors in a case under the Bankruptcy Code (including those under Section 361, 362 or 363 thereof, or taking any action under the Bankruptcy Code that directly relates to or directly affects any Collateral, other than any such action that relates to or affects (a) the perfection or maintenance of the perfection of any Collateral or (b) all or substantially all the property of the bankruptcy estate.

        “Fully Cash Collateralized” means, with respect to any Contingent Senior Debt, that such Senior Debt shall have been fully secured by a first priority Lien on cash collateral in an amount equal to the amount of such Senior Debt.

        “Governmental Approval” means any authorization, approval, permit or license of or by or filing with any Governmental Authority.

        “Governmental Authority” means any nation, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of government, including any tribunal or arbitrator(s) of competent jurisdiction.

        “Guarantor” and “Guarantors” are defined in the Recitals.

        “Guaranty” is defined in the Recitals.

        “Insolvency or Liquidation Proceeding” means (i) any insolvency or bankruptcy case or proceeding (including any case under the Bankruptcy Code), or any receivership, liquidation, reorganization or other similar case or proceeding relative to any Obligor or any of their respective Subsidiaries, or to their respective assets, (ii) any liquidation, dissolution, reorganization or winding up of any Obligor or any Subsidiary of any Obligor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (iii) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Obligor or any Subsidiary of any Obligor.

        “Junior Collateral Agent” is defined in the Preamble

        “Junior Agreement” is defined in the Recitals.

        “Junior Creditors” is defined in the Preamble and includes their respective permitted successors and assigns and any other permitted holder of Junior Debt.

        “Junior Debt” means any and all present arid future obligations and liabilities of every type or description of the Obligors to the Junior Creditors pursuant to the Junior Documents, or any Person entitled to indemnification, arising under or in connection with the Junior Documents, whether for principal, premium, interest, letter of credit or other reimbursement obligations, cash collateral cover, fees, expenses, subrogation claims, indemnities or other amounts (including attorneys fees and expenses), in each case whether due or not due, direct or indirect, joint or several, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising after the commencement of a proceeding under the Bankruptcy

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Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding, and whether or not recovery of any such obligation or liability may be barred by a statute of limitations or such obligation or liability may otherwise be unenforceable. For the sake of clarity, “Junior Debt” shall specifically include all obligations and liabilities of the Obligors under or pursuant to the Indenture, the Senior Second Notes and the Junior Documents and all increases, renewals, extensions and refinancings thereof.

        “Junior Documents” means the Junior Agreement and the Security Agreement dated as of May 16, 2003 which was recorded by the Federal Aviation Administration on June 12, 2003 and assigned Conveyance No. JJ 001560 among the Obligors and the Junior Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time (the “Junior Security Agreement”) and all security agreements, pledge agreements, deeds of trust, mortgages and other instruments, agreements and documents executed at any time pursuant thereto or in connection therewith, including all amendments thereto.

        “Junior Liens” means the Liens on the Collateral created under the Junior Documents, securing payment and performance of all or any Junior Debt, and all replacements, renewals and other modifications of such Liens.

        “Obligor” and “Obligors” are defined in the Recitals.

        “Paid in Full” and “Payment in Full” mean, with respect to any Senior Debt, that (i) such Senior Debt has been indefeasibly paid in full in cash in such currency as may be specified in the applicable Senior Documents, or, in the case of Contingent Senior Debt, such Senior Debt has been Fully Cash Collateralized, or (ii) the Senior Creditors have otherwise accepted an amount as full payment of the Senior Debt.

        “Realization” means any Foreclosure Action or other realization upon Collateral, including any payment or distribution of assets of any Obligor or any Subsidiary of any Obligor that is attributable to Collateral (or the proceeds thereof) or a secured claim in the event of any distribution of assets or dissolution, winding up, liquidation, reorganization, readjustment of indebtedness, sale of all or substantially all the assets, or marshalling of assets, of any Obligor or any Subsidiary of any Obligor (whether in any Insolvency or Liquidation Proceeding or otherwise).

        “Senior Agent” is defined in the Preamble and includes its successors and assigns.

      “Senior Collateral” is defined in Section 3.03.

        “Senior Creditors” means, individually and collectively, each of the Senior Lenders and Senior Agent.

        “Senior Debt” means any and all present and future obligations (including the Obligations and the Secured Obligations (as defined in the Guarantor Security Agreement)) and liabilities of every type or description of the Obligors to the Senior Creditors pursuant to the Senior Documents, or any Person entitled to indemnification, arising under or in connection with the Senior Documents, whether for principal, premium, interest, letter of credit or other reimbursement obligations, cash collateral cover, fees, expenses, subrogation claims, indemnities

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or other amounts (including attorneys’ fees and expenses), in each case whether due or not due, direct or indirect, joint or several, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding, and whether or not recovery of any such obligation or liability may be barred by a statute of limitations or such obligation or liability may otherwise be unenforceable. For the sake of clarity, “Senior Debt” shall specifically include all obligations and liabilities of the Obligors under or pursuant to the Senior Documents and all increases, renewals, extensions and refinancings thereof.

        “Senior Documents” means the Credit Agreement, the Aircraft Security Agreement and all promissory notes, reimbursement agreements, guaranties, security agreements, pledge agreements, deeds of trust, mortgages and other instruments, agreements and documents executed at any time pursuant thereto or in connection therewith, including all amendments thereto.

        “Senior Lenders” means the lenders that are identified on the signature pages of the Credit Agreement, together with their respective permitted successors and assigns.

        “Senior Liens” means the Liens on the Collateral created under the Senior Documents, securing payment and performance of all or any Senior Debt, and all replacements, renewals and other modifications of such Liens.

        “Senior Second Notes” means the Parent’s second secured notes due 2010 issued pursuant to the Indenture.

      1.02 Related Matters.

    (a)        Determinations. All references herein to ‘discretion” of any Senior Creditor (or terms of similar import) shall mean “absolute and sole discretion.”

    (b)        Severability. If any provision of this Agreement or any right hereunder shall be held to be invalid, illegal or unenforceable under Applicable Law in any jurisdiction, such provision or right shall be ineffective only to the extent of such invalidity, illegality or unenforceability, which shall not affect any other provisions herein or any right granted hereby or the validity, legality or enforceability of such provision or right in any other jurisdiction.

    (e)        No Party Deemed Drafter. None of the parties to this Agreement shall be deemed to be the drafter of this Agreement, and this Agreement shall not be interpreted in favor of or against any party hereto.

    (d)        Recitals Part of Agreement. The Recitals are part of the agreement of the parties to this Agreement.

        1.03 Construction. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the

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terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be, Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified

ARTICLE II

TERMS OF SUBORDINATION

        2.01 Subordination of Junior Liens. The Junior Collateral Agent, for itself and its successors and assigns and as the collateral agent for the benefit of the Trustee and the holders of the Senior Second Notes, agrees that (a) to the extent and in the manner provided in this Agreement, all Junior Liens shall be subordinate and junior to the Senior Liens, (b) the subordination is for the benefit of the Senior Creditors, (c) the Senior Creditors shall conclusively be deemed to have extended or acquired the Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guarantied, in reliance upon the covenants and provisions contained in this Agreement and (d) the provisions of this Agreement apply notwithstanding anything to the contrary in the Junior Documents.

      2.02 Certain Terms of Subordination.

    (a)        Except as otherwise specifically provided herein, the Junior Liens shall at all times be and remain unconditionally subordinate, junior and subject to the Senior Liens, and the Senior Liens shall at all times be and remain unconditionally superior, senior and prior in right of payment and enforcement to the Junior Liens, regardless of (i) the order or time as of which any such Liens are granted or attach to any or all of the Collateral, (ii) the order or time of Uniform Commercial Code, Federal Aviation Administration, the United States Patent and Trademark Office or other filings or recordings, physical possession of any of the Collateral or other steps of perfection, and (iii) whether the Senior Debt secured by the Senior Liens is outstanding on the date hereof or hereafter incurred or arising and, if hereafter incurred or arising, whether incurred or arising pursuant to commitment or otherwise.

    (b)        The subordination hereunder applies regardless of the legality, validity or enforceability of the Senior Debt or the Senior Documents or the legality, validity, enforceability or perfection of the Senior Liens.

    (c)        The Junior Creditors shall pay over or deliver to the Senior Agent, and segregate and hold in trust for the benefit of the Senior Creditors until paid or delivered, any payment or distribution of any character, direct or indirect, whether in cash, securities or other property, received by the Junior Creditors as a result of any Realization with respect to any Junior Lien or any Collateral or any other payment or distribution of or on account of any Junior Lien or Collateral or any proceeds thereof (including proceeds of any sale or other disposition of Collateral). To the extent it is legally permitted to do so, the Senior Agent shall apply any such payment or distribution (i) first to the payment of all Senior Debt until paid in full and (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), to the Junior Collateral Agent for payment of the Junior Debt.

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    (d)        Senior Agent will be free to exercise in such manner and order as it elects in its discretion (including any judicial or non-judicial foreclosure on any real estate Collateral), fail to exercise, waive, suspend, terminate or suffer expiration of, any of the remedies or rights of Senior Agent with respect to the Collateral. Without limiting the foregoing, the Junior Collateral Agent waives the right to commence any legal action or assert in any legal action or any Insolvency or Liquidation Proceeding any claim against the Senior Creditors seeking damages from the Senior Creditors or other relief, by way of specific performance, injunction or otherwise, with respect to any action taken or omitted by the Senior Agent or Senior Creditors with respect to the Collateral other than any such action by the Senior Agent or Senior Creditors that the Junior Collateral Agent reasonably believes violates applicable law.

    (e)        No Senior Creditor shall have any obligation or duty, nor shall any Junior Creditor have any right to direct any Senior Creditor, to see to the application of the proceeds of any advance to any Borrower or any other Obligor, to retain, perfect, protect, waive or release the Senior Lien on any Collateral, to take or refrain from taking any Foreclosure Action or to engage in any other Realization with respect to any Collateral, to act or refrain from acting with respect to any Default or Event of Default, to act or refrain from acting with respect to the collection of any claim from any account debtor, guarantor or any other party or otherwise to exercise or refrain from exercising any rights or remedies in respect of any Borrower or any other Obligor or any of their respective Subsidiaries, any Senior Lien or any Collateral. The Junior Creditors expressly agree that the Senior Agent will have the unfettered right in accordance with applicable law to release (whether intentionally, negligently or otherwise) any Senior Lien on any or all Collateral at any time and from time to time and that the Senior Agent shall be entitled to receive and apply upon the Senior Debt any and all proceeds that it may receive in consideration of any such release. Without limitation, the Junior Collateral Agent waives the right to commence any legal action or assert in any legal action or any Insolvency or Liquidation Proceeding any claim against any Senior Creditor seeking damages from such Senior Creditor or other relief, by way of specific performance, injunction or otherwise, with respect to any action taken or omitted by the Senior Agent or any other Senior Creditor in accordance with this Agreement and applicable law.

    (f)        The Junior Collateral Agent agrees that if at any time (i) the Senior Agent shall release its Senior Lien on any Collateral, other than a release as a result of or in connection with the Senior Debt being Paid in Full, or (ii) for any other reason whatsoever any Senior Lien ceases to be legal, valid, binding or enforceable or the Lien otherwise ceases to be in full force and effect, other than as a result of the Senior Debt being Paid in Full, then (A) in a case described in clause (i) above, upon the written request of the Senior Agent, the Junior Collateral Agent shall, simultaneously with the release of the Senior Lien, release the Junior Lien against the particular Collateral to the same extent and (B) in the case described in clause (ii) above, the Junior Lien against the particular Collateral shall be deemed automatically released. In the event the Senior Agent releases its Senior Lien in connection with the Payment in Full of the Senior Debt, the Junior Lien shall be released unless at such time there exists an Event of Default under the Junior Agreement, in which event the Junior Liens will be released only as to the Collateral or any portion thereof was disposed of in order to repay the Senior Debt.

    (g)        Instead of foreclosing the Senior Liens on any real estate Collateral or exercising any other rights and remedies under the Senior Documents, the Senior Agent may

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require the relevant Obligor to deliver a deed in lieu of foreclosure or any similar instrument intended to convey title to the Collateral to the Senior Creditors or any nominee of the Senior Creditors, and the Junior Liens on such Collateral shall be extinguished by the execution and delivery of such deed or instrument and shall be without any further force and effect, without any further action on the part of any Person.

    (h)        (i) The Junior Collateral Agent agrees that if the Senior Creditors amend, modify or waive compliance with any provision of the Credit Agreement or any of the other Loan Documents relating to the Collateral, including any provision of Articles IV, V, VI or VII of the Credit Agreement, then the corresponding provision in the Junior Security Agreement shall be automatically amended, modified or waived to the same extent without the consent of or any action taken by, the Junior Collateral Agent or any Obligor; provided that nothing herein shall (A) be construed as a waiver of any “Default” or “Event of Default” as such terms are defined in the Junior Agreement or (B) except as permitted by the Junior Documents, subordinate the Junior Liens to any other Lien.

    (ii)        Notwithstanding the foregoing in clause (i), upon the Payment in Full of all Senior Debt, all such amendments and modifications described above shall no longer be effective and the terms and provisions of the Junior Security Agreement shall be automatically reinstated (except for those terms and provisions of the Junior Security Agreement that were amended in accordance with the terms thereof) without the consent of any Obligor

        2.03 Forbearance by Junior Creditor. Until Payment in Full of the Senior Debt, the Junior Collateral Agent agrees to forbear and not take any Foreclosure Action with respect to Collateral, unless the Senior Agent shall have consented thereto in writing, which consent may be withheld for any or no reason in the discretion of the Senior Agent. Until Payment in Full of the Senior Debt, the Junior Collateral Agent hereby specifically waives (i) the right to seek relief from the automatic stay under Section 362 of the Bankruptcy Code in respect of Collateral (including proceeds) without the prior written consent of the Senior Agent, (ii) the right to seek adequate protection in respect of Collateral (including proceeds) under Section 361 or 363 of the Bankruptcy Code, unless (and then only to the extent that) the Senior Agent seeks such protection and then only to the extent consistent with the subordinated position of the Junior Collateral Agent, (iii) the right to take a position inconsistent with or contrary to that of the Senior Creditors (including a position by the Senior Creditors to take no action) if any Obligor or any of their respective Subsidiaries seeks to use, sell or lease Collateral (including proceeds) under Section 363 of the Bankruptcy Code, and (iv) the right to receive any additional collateral (including any “super priority” or equal or “priming” or replacement Lien) for the Junior Debt except Junior Liens granted by any Obligor to the Junior Collateral Agent in connection with the grant by any Obligor of Senior Liens to the Senior Agent.

ARTICLE III

CERTAIN WAIVERS AND AGREEMENTS

      3.01 Relative Rights; Etc.

    (a)        Nothing in this Agreement is intended to or shall:

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    (1)        impair, as between the Obligors and the Junior Creditors, the obligation of the Obligors, which is absolute and unconditional, to pay all principal, premium, interest and other amounts constituting or payable with respect to Junior Debt as and when the same shall become due and payable in accordance with the terms of the Junior Debt, or the right of the Junior Creditors to declare a default or event of default, accelerate the Junior Debt or institute proceedings for the enforcement of such payment on or after the date such payment becomes due;

    (ii)        adversely affect the relative rights against the Obligors of the Junior Creditors and other creditors of the Obligors; or

    (iii)        except as set forth in this Agreement, prevent the Junior Creditors from exercising all remedies otherwise permitted by Applicable Law (whether at law or in equity) upon a default or event of default under the terms of the Junior Debt.

    (b)        Without limitation, if any Obligor fails because of this Agreement to pay principal of or interest on the Junior Debt on the due date, such failure shall stil