EXHIBIT 10.1

# AMENDMENT NUMBER THREE
AND CONSENT

This
AMENDMENT NUMBER THREE AND CONSENT (this "Amendment") is entered
into as of July 11, 2005, by the lenders identified on the signature pages hereof (the
"Lenders"), WELLS FARGO FOOTHILL, INC., a California corporation, as the
arranger and administrative agent for the Lenders (in such capacity, together with its
successors and assigns, if any, in such capacity, "Agent"; and together
with the Lenders, the "Lender Group"), EVERGREEN INTERNATIONAL AVIATION,
INC., an Oregon corporation ("Parent"), and each of Parents
Subsidiaries identified on the signature pages hereof (such Subsidiaries are referred to
hereinafter each individually as a "Borrower" and individually and
collectively, jointly and severally, as the "Borrowers"), with reference
to the following:

WHEREAS,
Parent, Borrowers, and the Lender Group are parties to that certain Loan and Security
Agreement, dated as of May 13, 2004, as amended by that certain Amendment Number One to
Loan and Security Agreement ("Amendment No. 1"), dated as of June 14,
2004, and that certain Amendment Number Two and Waiver to Loan and Security Agreement,
dated as of June 14, 2005 ("Amendment No.2")(as further amended,
restated, supplemented or otherwise modified from time to time, the "Loan
Agreement");

WHEREAS,
the 747 Financing (as defined in the Amendment No. 2) for the Designated 747s has been
obtained and consists of the acquisition by Ventures Acquisition of the Designated 747s
and the lease by Ventures Acquisition of the Designated 747s to Evergreen Airlines
pursuant to the Ventures Leases;

WHEREAS,
Ventures Acquisition is an Affiliate of Borrowers and the Ventures Leases are not
permitted under Section 7.13 of the Loan Agreement; and

WHEREAS,
Borrowers have requested that the Lender Group consent to the Ventures Leases and the
Lender Group is willing to consent, but only on the terms and conditions set forth herein
and subject to the terms and conditions set forth herein.

NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained, and for other good and valuable consideration, the receipt mid 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 Loan Agreement, as
          amended hereby.

2.       
          Consent. Effective as of the Amendment No. 3 Effective Date, the Agent
          and the Required Lenders hereby consent to the 747 Financing so long as such
          financing is in accordance with the terms of the 747 Financing Documents as of
          the date hereof

3.       
          Amendments to Loan Agreement and Schedules to Loan Agreement.

|                    | (a)       
          Section 1.1) of the Loan Agreement is hereby amended by adding the following definitions in their proper
|------------------- | -----------------------------------------------------------------------------------------------------------------------------
|alphabetical order:

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| | ""747
Financing" means the financing of the Designated 747s pursuant to the 747
Financing Documents."                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | ""747
Financing Documents" means (a) the Aircraft Sale and Purchase Agreement, dated
July 1, 2005, between Avion Group hf d/b/a Air Atlanta Icelandic and Ventures Acquisition,
(b) the Ventures Loan Agreement, (c) the Mortgage and Security Agreement, dated as of July
11, 2005, by and between Ventures Acquisition, as mortgagor and Landsbanki Íslands HF., as
mortgagee, and (d) the Ventures Leases."
|
| | ""Amendment  No. 3" means
that certain Amendment Number Three and Consent, dated as of July 11, 2005."                                                                                                                                                                                                                                                                                                        
|
| | ""Amendment
No. 3 Effective Date" has the meaning set forth in Amendment No. 3."                                                                                                                                                                                                                                                                                                                              
|
| | ""Designated
747s" means two 747-230SF airplanes (serial number 23286, Icelandic registration
mark TF-AMF and serial number 23287, German registration mark D-ABZA)."                                                                                                                                                                                                                                         
|
| | ""Smith
Stock Pledge Agreement" means a stock pledge agreement, in form and substance
satisfactory to Agent, executed and delivered by Mr. Delford M. Smith."                                                                                                                                                                                                                                                 
|
| | ""Ventures
Acquisition" means Ventures Acquisition Company, LLC, a Delaware limited
liability company."                                                                                                                                                                                                                                                                                                       
|
| | ""Ventures
Leases" means those certain Aircraft Leases for the Designated 747s, dated as of
July 11, 2005, by and between Ventures Acquisition, as lessor, and Evergreen Airlines, as
lessee.                                                                                                                                                                                                                 
|
| | ""Ventures
Loan Agreement" means the Loan Agreement, dated as of July 11, 2005, by and
between Ventures Acquisition, as borrower, Holdings, as guarantor, and Landsbanki Íslands
HF., as lender.                                                                                                                                                                                                              
|

|                                                        | (b)       
          Section 1.1 of the Loan Agreement is hereby amended by deleting the
          definition of "Loan Documents" in its
|------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------
|entirety and replacing it with
          the following:
|                                                       

| | ""Loan
Documents" means this Agreement, the Aircraft Security Agreement, the Bank
Product Agreements, the Borrower Stock Pledge Agreement, the Cash Management Agreements,
the Control Agreements, the Smith Stock Pledge Agreement, the Disbursement Letter, the Fee
Letter, the Finova Consent, the Guarantor Security Agreement, the Guarantor Stock Pledge
Agreement, the Guaranty, the Intercompany Subordination Agreement, the Intercreditor
Agreement, the Letters of Credit, the Mortgages, the Stock Pledge Agreement, the
Tax/Litigation
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

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| | Letter Agreement, the Trademark Security Agreement, any note or notes
executed by a Borrower in connection with this Agreement and payable to a member of the
Lender Group, and any other agreement entered into, now or in the future, by any Borrower
and the Lender Group in connection with this Agreement."
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|                    | (c)       
          Section 6.3(d) of the Loan Agreement is hereby amended by deleting such
                    section in its entirety and replacing it
|------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|with the following:
|                   

| | "(d)       

                     (i) within 21 days of the Amendment No. 3 Effective Date, copies of
                    Borrowers Projections (after giving effect to the transactions
                    contemplated by the 747 Financing) for the fiscal year ending February 28, 2006
                    on a month by month basis in form and substance (including as to scope and
                    underlying assumptions) satisfactory to Agent, in its Permitted Discretion,
                    certified by the chief financial officer of Parent as being such officers
                    good faith estimate of the financial performance of Parent and its Subsidiaries
                    during the period covered thereby and (ii) as soon as available, but in any
                    event within 30 days prior to the start of each of Parents fiscal years,
                    copies of Borrowers Projections, in form and substance (including as to
                    scope and underlying assumptions) satisfactory to Agent, in its Permitted
                    Discretion, for the forthcoming fiscal year, month by month, certified by the
                    chief financial officer of Parent as being such officers good faith
                    estimate of the financial performance of Parent and its Subsidiaries during the
                    period covered thereby,"
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                    | (d)       
          Section 7.7(c) of the Loan Agreement is hereby amended by deleting such
                    section in its entirety and replacing it
|------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|with the following:
|                   

| | "(c)       

                     Amend, modify or otherwise change its Governing Documents, including by the
                    filing or modification of any certificate of designation, or any agreement or
                    arrangement entered into by it with respect to any of its Stock (including any
                    shareholders agreement), or enter into any new agreement with respect to
                    any of its Stock, (ii) Amend, modify or otherwise change the 747 Financing
                    Documents, (iii) Amend, modify or otherwise change any other Material Contract,
                    except any such amendments, modifications or changes or any such new agreements
                    or arrangements pursuant to this paragraph (c) that, either individually or in
                    the aggregate, could not reasonably be expected to result in a Material Adverse
                    Change or are expressly permitted by paragraph (b)."
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|                    | (e)       
          Section 7.13) of the Loan Agreement is hereby amended by deleting such
                    section in its entirety and replacing it
|------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|with the following:
|                   

| | "7.13
Transactions with Affiliates. Directly or indirectly enter into or
permit to exist any transaction with any Affiliate of any Borrower except for (a)
transactions that (i) are in the ordinary course of Borrowers'
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | business, (ii) are upon fair and reasonable terms, (iii) if they involve one or more payments by
Patent, any Borrower or any of their respective Subsidiaries in excess of $100,000, are
fully disclosed to Agent, and (iv) are no less favorable to Parent, Borrowers or their
respective Subsidiaries, as applicable, than would be obtained in an arms length
transaction with a non-Affiliate; (b) Investments in Affiliates that are Permitted
Investments; (c) the transactions evidenced by the agreements set forth on Schedule
7.13 (but excluding any amendment, restatement, supplement, or modification thereto),
(d) licenses of intellectual property between or among Borrowers, and (e) so long as no
Event of Default shall have occurred and be continuing, the reimbursement by Evergreen
Airlines of reasonable out-of-pocket transaction costs incurred by Ventures Acquisition in
connection with the 747 Financing and the Ventures Leases and out-of-pocket expenses
incurred by Ventures Acquisition as a result of Evergreen Airlines operation and
maintenance of the Designated 747s."
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.       
          Agreements Relating to the 747 Financing. Effective as of the Amendment
          No. 3 Effective Date, the 747 Financing shall be deemed to have closed in
          accordance with Section 4(a) of the Amendment No. 2 and Borrowers shall no
          longer be required to comply with the obligation set forth in the last sentence
          of Section 4(d) of the Amendment No. 2.

5.       
          Conditions Precedent to Amendment. This Amendment shall become effective
          (the "Amendment No. 3 Effective Date") only upon satisfaction
          in full in the judgment of the Lenders of each of the following conditions:

(a)       
          Agent shall have received this Amendment, duly executed by the parties hereto,
          and the same shall be in full force and effect.

(b)       
          Agent shall have received the Reaffirmation and Consent in the form of
          Exhibit A hereto, duly executed by the Guarantors, and the same shall be
          in full force and effect.

(c)       
          Agent shall have received evidence in form and substance satisfactory to Agent
          that the $2,000,000 advance payment previously made with respect to the
          Designated 747s shall have been refunded to Borrowers.

(d)       
          Agent shall have received the Smith Stock Pledge Agreement, in form and
          substance satisfactory to Agent, duly executed by Mr. Delford M. Smith.

(e)       
          Agent shall have received the results of lien searches against Mr. Delford M.
          Smith from all applicable jurisdictions, which shall evidence that there are no
          liens of record against the Stock of Ventures Acquisition.

(f)       
          The Lenders shall have received copies of all financing proposals received by
          the Borrowers or their Affiliates with respect to the 747 Financing.

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(g)       
          Agent shall have received copies of the 747 Financing Documents, certified by an
          officer of Evergreen Airlines as being true and correct.

(h)       
          The 747 Financing shall have been consummated in accordance with the 747
          Financing Documents.

(i)       
          The representations and warranties herein and in the Loan Agreement and the
          other Loan Documents shall be true and correct in all material respects on and
          as of the date hereof, as though made on such date (except to the extent that
          such representations and warranties relate solely to an earlier date).

(j)       
          No Default or Event of Default shall have occurred and be continuing on the date
          hereof, nor shall result from the consummation of the transactions contemplated
          herein.

(k)       
          No injunction, writ, restraining order, or other order of any nature
          prohibiting, directly or indirectly, the consummation of the transactions
          contemplated herein shall have been issued and remain in force and effect by any
          Governmental Authority against any Borrower, any Guarantor, Agent, or any
          Lender.

6.       
          Covenants. Borrowers hereby covenant and agree that within 14 days of the
          date hereof they will deliver to Agent an amendment to financing statement
          number 6780854 filed by U.S. Bank National Association with the Oregon Secretary
          of State which restates the collateral description in a manner reasonably
          satisfactory to Agent and Lenders {the failure to do so constituting an
          immediate Event of Default).

7.       
          Representations and Warranties.

(a)       
          Parent and each Borrower represents and warrants to the Lender Group that the
          execution, delivery, and performance of this Amendment and of the Loan
          Agreement, as amended hereby, are within its powers, have been duly authorized
          by all necessary corporate action, and are not in contravention of any law,
          rule, or regulation applicable to it, or any order, judgment, decree, writ,
          injunction, or award of any arbitrator, court, or Governmental Authority, or of
          the terms of its Governing Documents, or of any contract or undertaking to which
          it is a party or by which any of its properties may be bound or affected.

(b)       
          This Amendment has been duly executed and delivered by or on behalf of Parent
          and each Borrower.

(c)       
          This Amendment constitutes a legal, valid and binding obligation of Parent and
          each Borrower enforceable against Parent and each Borrower in accordance with
          its terms.

(d)       
          No Default or Event of Default has occurred and is continuing after giving
          effect to this Amendment.

(e)       
          No action, claim or proceeding is now pending or, to the knowledge of Parent or
          any Borrower, threatened against any Parent or any Borrower, at law, in equity
          or

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otherwise, before any court, board,
commission, agency or instrumentality of any federal, state, or local government or of any
agency or subdivision thereof, or before any arbitrator or panel of arbitrators, (i) which
challenges Parents or any Borrowers right, power, or competence to enter into
this Amendment or, to the extent applicable, perform any of its obligations under this
Amendment, the Loan Agreement as amended hereby or any other Loan Document, or the
validity or enforceability of this Amendment, the Loan Agreement as amended hereby or any
other Loan Document or any action taken under this Amendment, the Loan Agreement as
amended hereby or any other Loan Document or (ii) that has a reasonable risk of being
determined adversely to Parent or any Borrower and that, if so determined, could
reasonably be expected to have a Material Adverse Effect after giving effect to this
Amendment.

(f)       
          The representations and warranties of Parent and Borrowers contained in the Loan
          Agreement and each other Loan Document shall be true and correct on and as of
          the Amendment No. 3 Effective Date with the same effect as if such
          representations and warranties had been made on and as of such date, except to
          the extent that such representations and warranties expressly relate to an
          earlier date, in which case they shall be true and correct as of such earlier
          date.

8.       
          Choice of Law. The validity of this Amendment, its construction,
          interpretation and enforcement and the rights of the parties hereunder, shall be
          determined under, governed by, and construed in accordance with the laws of the
          State of New York.

9.       
          Release. Each Borrower and each Guarantor hereby waives, releases,
          remises and forever discharges each Agent and each Lender, each of their
          respective Affiliates, and each of the officers, directors, employees, and
          agents of each Lender, the Agent and their respective Affiliates (collectively,
          the "Releasees"), from any and all: claims, demands,
          obligations, liabilities, causes of action, damages, losses, costs and expenses
          of any kind or character, known or unknown, past or present, liquidated or
          unliquidated, suspected or unsuspected, matured or unmatured, fixed or
          contingent, which any Borrower or any Guarantor ever had from the beginning of
          the world, now has or might hereafter have against any such Releasee which
          relates, directly or indirectly to the Loan Agreement, any other Loan Document
          or to any acts or omissions of any such Releasee. As to each and every claim
          released hereunder, each Borrower and each Guarantor hereby represents that it
          has received the advice of legal counsel with regard to The releases contained
          herein, and having been so advised, each of them specifically waives the benefit
          of the provisions of Section 1542 of the Civil Code of California which provides
          as follows:

| | "A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As
to each and every claim released hereunder, each Borrower and each Guarantor also waives
the benefit of each other similar provision of applicable federal or state law (including
without limitation the laws of the stale of New York and the state of Oregon), if

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any, pertaining to general releases
after having been advised by their legal counsel with respect thereto.

10.       
          Counterpart Execution. This Amendment may be executed in any number of
          counterparts, all of which when taken together shall constitute one and the same
          instrument, and any of the parties hereto may execute this Amendment by signing
          any such counterpart. Delivery of an executed counterpart of this Amendment by
          telefacsimile or electronic mail shall be equally as effective as delivery of an
          original executed counterpart of this Amendment. Any party delivering an
          executed counterpart of this Amendment by telefacsimile or electronic mail also
          shall deliver an original executed counterpart of this Amendment, but the
          failure to deliver an original executed counterpart shall not affect the
          validity, enforceability and binding effect of this Amendment.

11.       
          Effect on Loan Documents.

(a)       
          The Loan Agreement, as amended hereby, and each of the other Loan Documents
          shall be and remain in full force and effect in accordance with their respective
          terms and are hereby ratified and confirmed in all respects. The execution,
          delivery, and performance of this Amendment shall not operate, except as
          expressly set forth herein, as a modification or waiver of any right, power, or
          remedy of Agent or any Lender under the Loan Agreement or any other Loan
          Document. The waivers, consents and modifications herein are limited to the
          specifics hereof, shall not apply with respect to any facts or occurrences other
          than those on which the same are based, shall not excuse future non-compliance
          with the Loan Documents and shall not operate as a consent to any further or
          other matter under the Loan Documents.

(b)       
          Upon and after the effectiveness of this Amendment, each reference in the Loan
          Agreement to "this Agreement", "hereunder",
          "herein", "hereof" or words of like import referring to the
          Loan Agreement, and each reference in the other Loan Documents to "the Loan
          Agreement", "thereunder", "therein",
          "thereof" or words of like import referring to the Loan Agreement,
          shall mean and be a reference to the Loan Agreement as modified and amended
          hereby.

(c)       
          To the extent that any terms and conditions in any of the Loan Documents shall
          contradict or be in conflict with any terms or conditions of the Loan Agreement,
          after giving effect to this Amendment, such terms and conditions are hereby
          deemed modified or amended accordingly to reflect the terms and conditions of
          the Loan Agreement as modified or amended hereby.

(d)       
          This Amendment is a Loan Document.

12.       
          Entire Agreement. This Amendment embodies the entire understanding and
          agreement between the parties hereto with respect to the subject matter hereof
          and supersedes any and all prior or contemporaneous agreements or understandings
          with respect to the subject matter hereof, whether express or implied, oral or
          written.

[Signature Pages Follow]

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IN
WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above
written.

| | EVERGREEN INTERNATIONAL
AVIATION, INC., an Oregon corporation
| | -------------------------------------------------------------
|
| | By: /s/ John A. Irwin                                        
| | Title: Chief Financial Officer                               
|

| | EVERGREEN INTERNATIONAL
AIRLINES, INC., an Oregon corporation 
| | --------------------------------------------------------------
|
| | By: /s/ John A. Irwin                                         
| | Title: Treasurer                                              
|
| | SYS-TEMS LOGISTIX, INC.,a Delaware corporation.               
|
| | By: /s/ John A. Irwin                                         
| | Title: Treasurer                                              
|
| | EVERGREEN AIR CENTER, INC,an Oregon corporation               
|
| | By: /s/ Gwenna R. Wootress                                    
| | Title: Secretary                                              
|
| | EVERGREEN HELICOPTERS, INC.,an Oregon corporation.            
|
| | By: /s/ John A. Irwin                                         
| | Title: Treasurer                                              
|
| | EVERGREEN AIRCRAFT SALES AND LEASING CO.,a Nevada corporation.
|
| | By: /s/ John A. Irwin                                         
| | Title: Treasurer                                              
|
|

Signature Page toAmendment Number Three and Consent



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Signature Page toAmendment Number Three and Consent



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# EXHIBIT A

REAFFIRMATION AND
CONSENT

Dated as of July11 2005

Reference
hereby is made to that certain Amendment Number Three and Consent, dated as of the date
hereof (the "Amendment"), among the lenders signatory thereto (the
"Lenders"), WELLS FARGO FOOTHILL, INC., as arranger and administrative
agent for the Lenders ("Agent"), and EVERGREEN INTERNATIONAL AVIATION,
INC., an Oregon corporation ("Parent"), and each of Parents
Subsidiaries identified on the signature pages thereof (such Subsidiaries are referred to
hereinafter each individually as a "Borrower" and individually and collectively,
jointly and severally, as the "Borrowers"). Capitalized terms used herein
shall have the meanings ascribed to them in that certain Loan and Security Agreement,
dated as of May 13, 2004 (as amended, restated, supplemented, or otherwise modified from
time to time, the "Loan Agreement"), among Borrowers, Agent, and the
Lenders. Each of the undersigned hereby (a) represents and warrants that the execution and
delivery of this Reaffirmation and Consent are within its corporate powers, have been duly
authorized by all necessary action, and are not in contravention of any law, rule, or
regulation applicable to it, or any order, judgment, decree, writ, injunction, or award of
any arbitrator, court, or Governmental Authority, or of the terms of its Governing
Documents, or of any contract or undertaking to which it is a party or by which any of its
properties may be bound or affected, (b) consents to the amendment of the Loan Agreement
set forth in the Amendment and any waivers granted therein; (c) acknowledges and reaffirms
all obligations owing by it to the Lender Group under any Loan Document to which it is a
party; (d) agrees that each Loan Document to which it is a party is and shall remain in
full force and effect, and (e) ratifies and confirms its consent to any previous
amendments of the Loan Agreement and any previous waivers granted with respect to the Loan
Agreement. Although each of the undersigned have been informed of the matters set forth
herein and have acknowledged and agreed to same, each of the undersigned understands that
the Lender Group shall have no obligation to inform the undersigned of such matters in the
future or to seek the undersigneds acknowledgement or agreement to future
amendments, waivers, or modifications, and nothing herein shall create such a duty. Each
of the undersigned agrees that it is subject to and bound by the Release contained in
Section 7 of the Amendment.

Notwithstanding
anything contained herein to the contrary, (a) this Reaffirmation and Consent is executed
and delivered by Wilmington Trust Company, not individually or personally but solely as
Owner Trustee (the "Owner Trustee"), under the Trust Agreement in the
exercise of the powers and authority conferred and vested in it under the Trust Agreement,
(b) each of the representations, undertakings and agreements herein made on the part of
the Owner Trustee is made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company but is made and intended for the purpose for
binding only the Trust Estate (as defined in the Trust Agreement) and (c) under no
circumstances shall Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of the Owner Trustee or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the Owner
Trustee under this Reaffirmation and Consent or the other related documents.

C-I



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IN
WITNESS WHEREOF, the undersigned have executed this Reaffirmation and Consent as of the
date first set forth above.

| | EVERGREEN HOLDINGS, INC., an Oregon corporation
| | -----------------------------------------------
|
| | By: /s/ John A. Irwin                          
| | Title: Chief Financial Officer                 
|

| | EVERGREEN INTERNATIONAL
AVIATION, INC., an Oregon corporation                                            
| | ---------------------------------------------------------------------------------------------------------
|
| | By: /s/ John A. Irwin                                                                                    
| | Title: Chief Financial Officer                                                                           
|
| | WILMINGTON TRUST COMPANY,not in its individual capacity but
solely as the owner trustee of The 1986 Trust
|
| | By: /s/ Tira L. Johnson                                                                                  
| | Title: Financial Services Officer                                                                        
|

[Signature Page to Reaffirmationand Consent]