EXHIBIT 10.1

# AMENDMENT NUMBER FOUR
TO LOAN AND SECURITY AGREEMENT

This
AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT (this
Amendment) is entered into as of November 30, 2005, by the lenders
identified on the signature pages hereof (the Lenders), WELLS FARGO
FOOTHILL, INC., a California corporation (WFF), 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, dated as of June 14, 2004 (Amendment
No. 1), that certain Amendment Number Two and Waiver to Loan and Security
Agreement, dated as of June 14, 2005 (Amendment No. 2), and
that certain Amendment Number Three and Consent, dated as of July 11, 2005
(Amendment No. 3) (as so amended and as further amended, restated,
supplemented, or otherwise modified from time to time, the Loan
Agreement);

WHEREAS,(a) immediately prior to the execution of this Amendment, Ableco Finance LLC assigned
100% of its interest in the Revolver Commitment, the Advances, and the Term Loan to WFF;
and (b) immediately after the execution of this Amendment, WFF will assign 100% of its
interest in the Term Loan to CapitalSource Finance LLC; and

WHEREAS,
subject to the terms and conditions set forth herein, the Agents, the Lenders, and the
Borrowers are willing to make the amendments set forth in this Amendment.

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 Loan Agreement, as
          amended hereby.

2.    
          Amendments to Loan Agreement.

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

| | Amendment
No. 4 Effective Date shall have the meaning ascribed thereto in that
certain Amendment Number Four to Loan and Security Agreement,dated as of November 30,
2005, by and among Parent, the Borrowers, and the Lender Group.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | CapitalSource
means CapitalSource Finance LLC, a limited liability company organized under the laws of
Delaware.
| | --------------------------------------------------------------------------------------------------------------------

(b)    
          Section 1.1 of the Loan Agreement is hereby amended by deleting the
          definition of Capital Expenditures in its entirety and replacing it
          with the following:

| | Capital
Expenditures means, with respect to any Person for any period, the aggregate of
all expenditures by such Person and its Subsidiaries during such period that are capital
expenditures as determined in accordance with GAAP and reflected as additions to property,
plant & equipment on a consolidated statement of cash flows of such Person, whether
such expenditures are paid in cash or financed, provided, however, that
Capital Expenditures shall not include (a) expenditures that are financed with proceeds of
insurance, condemnation awards, or asset sales that occur in the ordinary course of
Borrowers business, which proceeds are (i) permitted to be used or re-invested by
Borrowers pursuant to the provisions of Section 2.4(d)(iii)(a)(2), and (ii)
included on the consolidated statements of cash flows of Parent and its Subsidiaries, or
(b) the aggregate amount of all Spare Parts that qualify as Eligible Inventory that are
purchased during any trailing twelve month period so long as the aggregate amount of all
such Spare Parts does not exceed the aggregate amount of Net Cash Proceeds received by
Borrower from the sale of Spare Parts that qualify as Eligible Inventory during the same
trailing twelve month period.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)    
          Section 1.1 of the Loan Agreement is hereby amended by deleting the
          definition of Consolidated EBITDA in its entirety and replacing it
          with the following:

| | Consolidated
EBITDA means, with respect to any fiscal period, Parents and its
Subsidiaries consolidated net earnings (or loss), minus (to the extent
included in such calculation of Parents and its Subsidiaries consolidated net
earnings (or loss)), without duplication (a) extraordinary gains (including insurance
settlements) and any other non-recurring income, (b) non-cash gains or income, (c)
interest income, (d) gains with respect to any Non-Wholly Owned Subsidiary of Parent, (e)
gains (or losses) from the sale of Spare Parts that qualify as Eligible Inventory (other
than gains (or losses) from the sale of Spare Parts that qualify as Eligible Inventory and
that are owned by Evergreen Aircraft Sales and Leasing Co., a Nevada corporation),
plus (to the extent deducted in such calculation of Parents and its
Subsidiaries consolidated net earnings (or loss)), without duplication (i) Interest
Expense, (ii) income taxes, (iii) non-cash extraordinary charges, (iv) non-cash losses
with respect to any Non-Wholly Owned Subsidiary of Parent, (v) depreciation and
amortization for such period, and (vi) expenses and fees incurred in connection with the
consummation of the transactions contemplated by this Agreement and any amendments
thereto.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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(d)    
          The definition of Eligible Inventory appearing in Section 1.1 of the Loan
          Agreement is hereby amended by deleting the text fixed wing Aircraft,
          rotary wing Aircraft and the text held for sale in the ordinary
          course of Borrowers business appearing in the introductory clause of
          such definition.

(e)    
          Section 1.1 of the Loan Agreement is hereby amended by deleting the
          definition of Fixed Charges in its entirety and replacing it with
          the following:

| | Fixed
Charges means with respect to Parent and its Subsidiaries for any period, the
sum, without duplication, of (a) Interest Expense to the extent paid in cash, (b)
scheduled principal payments that are paid during such period in respect of Indebtedness
(including all payments on account of obligations of Parent or any of its Subsidiaries as
a lessee in respect of Capital Leases and other financed Capital Expenditures), (c) to the
extent paid in cash by Parent or any of its Subsidiaries, all federal, state, and local
income taxes paid in cash for such period (less, without duplication in calculating Fixed
Charges, Consolidated EBITDA, Fixed Charge Coverage Ratio, or any other amounts or ratios
pursuant to this Agreement, any tax refunds received in cash during such period), (d)
distributions made by any Borrower to Holdings, which distributions are used by Holdings
to repurchase shares of Stock owned by or for the benefit of Mark Smith pursuant to
subsection (d) of the definition of Permitted Distributions, and (e) unsecured loans made
by Borrowers to Evergreen Vintage or Evergreen Agricultural to the extent permitted by
subsection (j) of the definition of Permitted Investments in an amount not to exceed the
greater of (i) $0, and (ii) an amount equal to the aggregate principal amount of such
unsecured loans less $6,000,000.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(f)    
          The definition of Permitted Distributions appearing in Section 1.1 of the
          Loan Agreement is hereby amended by deleting the word and appearing
          immediately before subsection (c) appearing in such definition and adding the
          following new subsection (d) at the end of the definition of Permitted
          Distributions:

| | and
(d) distributions by any Borrower to Holdings for the sole purpose of permitting Holdings
to repurchase shares of Stock owned by or for the benefit of Mark Smith so long as (i) all
such distributions during any fiscal year of Parent and its Subsidiaries do not exceed
$2,000,000, (ii) no Default or Event of Default has occurred, is continuing, or would
result therefrom, and (iii) immediately before and after giving effect to a proposed
distribution, Borrowers have Availability plus Qualified Cash of at least
$10,000,000.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(g)    
          The definition of Permitted Investments appearing in Section 1.1 of the
          Loan Agreement is hereby amended by deleting subsection (j) in its entirety and
          replacing it with the following:

| | (j)       
               unsecured loans made by Borrowers to Evergreen Vintage or Evergreen Agricultural
               in an aggregate amount during the term of this Agreement not to exceed
               $10,000,000 so long as (i) no Default or Event of Default has occurred, is
               continuing, or would
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | result therefrom, (ii) after giving effect to the proposed
               loans, Borrowers have Availability plus Qualified Cash of at least $10,000,000,
               (iii) each loan is evidenced by a promissory note that is delivered to Agent,
               together with an allonge endorsed in blank, (iv) each loan made to Evergreen
               Vintage is used solely to operate its business of refurbishing vintage aircraft
               that is owned by Evergreen Vintage on the Closing Date and constructing one Imax
               Theater, and (v) each loan made to Evergreen Agricultural is not used to
               purchase any real property or farms.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(h)    
          Section 2.11(c) of the Loan Agreement is hereby amended by deleting such
          section in its entirety and replacing it with the following:

| | (c)       
               Audit, Appraisal, and Valuation Charges.Financial or collateral audit,
               appraisal, and valuation fees and charges as follows (i) a fee of $850 per day,
               per auditor, plus out-of-pocket expenses for each financial or collateral audit
               of a Borrower performed by personnel employed by Agent, (ii) if implemented, a
               fee of $850 per day, per applicable individual, plus out of pocket expenses for
               the establishment of electronic collateral reporting systems, and (iii) the
               actual charges paid or incurred by Agent if it elects to employ the services of
               one or more third Persons to perform financial or collateral audits of Parent,
               Borrowers or their respective Subsidiaries, to establish electronic collateral
               reporting systems, to audit or appraise the Collateral, or any portion thereof,
               or to assess the business valuation of Parent, Borrowers, and their respective
               Subsidiaries.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(i)    
          The Loan Agreement is hereby amended by adding the following new Section
          5.22 immediately after Section 5.21:

| | 5.22
Nature of Business. None of Parent, Borrowers, Guarantors, or the
Subsidiaries of Parent, Borrower, or Guarantors, are engaged in any business other than
aviation services, freight forwarding services, or ground logistics services;
provided, however, that Parent, any Borrower, or any Guarantor may operate
any farm that is owned on the Amendment No. 4 Effective Date by Parent, such Borrower, or
such Guarantor.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(j)    
          The Loan Agreement is hereby amended by adding the following new Section
          5.23 immediately after Section 5.22:

| | 5.23
USA Patriot Act Notice. Neither Parent nor any Borrower nor any of
their respective Subsidiaries (i) is a Person whose property or interest in property is
blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September
23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings
or transactions prohibited by Section 2 of such executive order, or is otherwise
associated with any such Person in any manner violative of such Section 2, or (iii) is a
Person on the list of Specially
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | Designated Nationals and Blocked Persons or is in
violation of the limitations or prohibitions under any other U.S. Department of
Treasurys Office of Foreign Assets Control regulation or executive order.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(k)    
          Section 7.6 of the Loan Agreement is hereby amended by deleting such
          section in its entirety and replacing it with the following:

7.6
Nature of Business.

| | (a)       
               Make, or permit any of its Subsidiaries to make, any change in the principal
               nature of its business as described in Section 5.22, or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               To the extent permitted by this Agreement, (i) acquire any properties or assets
               that are not related to the conduct of the business activities described in
               Section 5.22, or (ii) convey, sell, lease, license, assign, transfer, or
               otherwise dispose of any properties or assets to an Affiliate of Parent (unless
               permitted by Section 7.13), such Borrower, or such Subsidiary for the
               acquisition by such Affiliate of any properties or assets that are not
               reasonably related to the conduct of such business activities.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(l)    
          Section 7.18(a)(iii) of the Loan Agreement is hereby amended by
          deleting such section in its entirety and replacing it with the following:

| | (iii)       
               Fixed Charge Coverage Ratio.A Fixed Charge Coverage Ratio, measured on a
               quarter-end basis, of at least the required amount set forth in the following
               table for the applicable period set forth opposite thereto:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Applicable Ratio | Applicable Period                                                                                                                                     
|---------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|                
|1.05:1.0         | For the 12 month periodending November 30, 2005                                                                                                       
|                
|1.10:1.0         | For the 12 month periodending February 28, 2006
and for the 12 month periodending the last day of eachfiscal quarter of Parent after February 28, 2006
|                

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(m)    
          The Loan Agreement is hereby amended by adding the following new Section
          7.19 immediately after Section 7.18:

| | 7.19
USA Patriot Act Compliance. Neither Parent nor any Borrower nor any
of their respective Subsidiaries (i) will be or become a Person whose property or
interests in property are blocked or subject to blocking pursuant to Section 1 of
Executive Order 13224 of September 23, 2001 Blocking property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079
(2001)), (ii) will engage in any in any dealings or transactions prohibited by Section 2
of such executive order, or otherwise be associated with any such Person in any manner
violative of Section 2 of such executive order, or (iii) otherwise will become a Person on
the list of Specially Designated Nationals and Blocked Persons or in violation of the
limitations or prohibitions under any other U.S. Department of Treasurys Office of
Foreign Assets Control regulation or executive order.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(n)    
          Section 14.1 of the Loan Agreement is hereby amended by adding the
          following new clause (j) at the end thereof:

| | (j)       
               Notwithstanding anything in the Loan Documents to the contrary, (i)
               CapitalSource and its Affiliates shall not be required to (A) execute or deliver
               an executed Assignment and Acceptance, (B) pay any processing fee due to such
               assignment or other transfer to any of CapitalSources Affiliates, or, in
               connection with securitizations or warehouse financings, to any of
               CapitalSources lenders, financing or funding sources, or (C) obtain
               consent of Administrative Borrower, in connection with any transaction involving
               CapitalSource and any of its Affiliates, or, in connection with securitizations
               or warehouse financings, to any of CapitalSources lenders or funding or
               financing sources of CapitalSource or any of its Affiliates, (ii) subject to the
               provisions at the end of this paragraph, in connection with securitizations or
               warehouse financings, no lender to or Affiliate of, funding or financing source
               of CapitalSource or any of its Affiliates shall be considered an Assignee, and
               (iii) there shall be no limitation or restriction on (A) the ability of
               CapitalSource to assign or otherwise transfer any Loan Document, Commitment or
               Obligation to any such Affiliate or, in connection with securitizations or
               warehouse financings, to a lender or financing or funding source of
               CapitalSource or (B) any such Affiliates, lenders or funding or
               financing sources ability to assign or otherwise transfer any Loan
               Document, Commitment or Obligation; provided, however, CapitalSource shall
               continue to be liable as a Lender under the Loan Documents unless
               such Affiliate, lender or funding or financing source executes and delivers an
               executed Assignment and Acceptance and thereby becomes a
               Lender."
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(o)    
          Section 17.7 of the Loan Agreement is hereby amended by adding an
          (a) immediately after the section heading of
          Confidentiality and adding the following new subsection (b) to such
          section:

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| | (b)       
               Agent and each Lender reserve the right to review and approve all materials that
               any Borrower, Guarantor or any of their respective Affiliates prepare that
               contain Agents or such Lenders name or describe or refer to any Loan
               Document, any of the terms thereof or any of the transactions contemplated
               thereby (other than quarterly, annual or other filings with the SEC that are
               required by law or any regulation applicable to such Borrower, Guarantor or
               Affiliate; provided, however, that Borrowers agree to use
               commercially reasonable efforts to provide CapitalSource with copies of any
               quarterly, annual, or other filings with the SEC that are required by law or any
               regulation applicable to such Borrowers or any Guarantor prior to the
               submission of such filings with the SEC and the failure by Borrowers to provide
               any such copies shall not result in an Event of Default). Neither any Borrower
               nor any Guarantor nor any of their respective Affiliates shall, nor shall permit
               any of their Affiliates to, use either Agents or any Lenders name
               (or the name of any of such Persons Affiliates) in connection with any of
               its business; provided, that Borrowers, Guarantors or their respective
               Affiliates may disclose the Agents and Lenders name, the aggregate
               principal amount of the Loans outstanding and other principal terms of such
               Loans to (x) its shareholders and other equity owners and prospective purchasers
               of debt or equity securities of Borrowers or Guarantors, (y) Governmental
               Authorities (including, without limitation, the SEC and the FAA) regulating the
               business of Borrowers or Guarantors in accordance with applicable legal
               requirements and (z) its directors, advisors, counsel, employees, accountants
               and officers.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.    
          Conditions Precedent to Amendment. This Amendment shall become effective
          (the Amendment No. 4 Effective Date) only upon
          satisfaction in full in the judgment of the Lenders of each of the following
          conditions:

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

(b)    
          Agent and Lenders 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)    
          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).

(d)    
          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.

(e)    
          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.

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(f)    
          That certain Limited Guaranty executed by Delford M. Smith, the Smith Stock
          Pledge Agreement, and the financing statements filed against Delford M. Smith
          shall be terminated in a manner reasonably acceptable to the Borrowers.

4.    
          Conditions Subsequent to Amendment. Within 45 days after the Amendment
          No. 4 Effective Date, Borrower shall deliver to Agent each of the following (the
          failure to deliver any such items shall constitute an Event of Default):

(a)    
          a duly executed copy of an Aircraft Security Agreement between the Trust and
          Agent (the Trust Aircraft SecurityAgreement), whereby the
          Trust grants to Agent a Lien on the property identified on Exhibit B
          hereto (the Trust AircraftCollateral), which must be in full
          force and effect;

(b)    
          a letter of instruction (the Letter of Instruction) from the
          beneficiaries of the Trust authorizing Wilmington Trust Company, not in its
          individual capacity but solely as trustee (in such capacity, the Owner
          Trustee), to execute and deliver the Trust Aircraft Security Agreement
          on behalf of the Trust,

(c)    
          a certificate from Owner Trustee certifying that (i) the Owner Trustee is the
          duly authorized trustee of the Trust, (ii) the Letter of Instruction has not
          been in any way amended, annulled, rescinded, revoked or modified since its
          issuance and remains in full force and effect, and (iii) the Trust Agreement
          attached thereto is a true and complete copy and remains in full force and
          effect,

(d)    
          a title opinion with respect to the Trust Aircraft Collateral issued by a Person
          satisfactory to Agent, which indicates that such Trust Aircraft Collateral is
          free and clear of all defect and encumbrances, and which is otherwise in form
          and substance satisfactory to Agent,

(e)    
          an opinion with respect to the Trust Aircraft Collateral issued by a Person
          satisfactory to Agent, in form and substance satisfactory to Agent, which
          indicates that the Agent has a perfected Lien in the Trust Aircraft Collateral,

(f)    
          appropriate financing statements in a form to be filed in such office or offices
          as may be necessary or, in the opinion of Agent, desirable to perfect the
          Agents Liens in and to the Trust Aircraft Collateral, and

(g)    
          all other documents that Agent may request, in form and substance satisfactory
          to Agent, to create, perfect, and continue perfected or to better perfect the
          Agents Liens in the Trust Aircraft Collateral, and in order to fully
          consummate all of the transactions contemplated by the Trust Aircraft Security
          Agreement.

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5.    
          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 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. 4 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.

6.    
          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 (without regard for its conflicts of laws principles but
          including and giving effect to Sections 5-1401 and 5-1402 of the New York
          General Obligations Law).

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7.    
          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 state of New York and the state of Oregon), if any,
pertaining to general releases after having been advised by their legal counsel with
respect thereto.

8.    
          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.

9.    
          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.

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(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.

10.    
          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                                         
| | Name: John A. Irwin                                           
| | Title: Chief Financial Officer                                
|
| | EVERGREEN INTERNATIONAL
AIRLINES, INC., an Oregon corporation 
|
| | By: /s/ John A. Irwin                                         
| | Name: John A. Irwin                                           
| | Title: Treasurer                                              
|
| | SYS-TEMS LOGISTIX, INC.,a Delaware corporation.               
|
| | By: /s/ John A. Irwin                                         
| | Name: John A. Irwin                                           
| | Title: Treasurer                                              
|
| | EVERGREEN AIR CENTER, INC,an Oregon corporation               
|
| | By: /s/ Gwenna R. Wootress                                    
| | Name: Gwenna R. Wootress                                      
| | Title: Secretary                                              
|
| | EVERGREEN HELICOPTERS, INC.,an Oregon corporation.            
|
| | By: /s/ John A. Irwin                                         
| | Name: John A. Irwin                                           
| | Title: Treasurer                                              
|
| | EVERGREEN AIRCRAFT SALES AND LEASING CO.,a Nevada corporation.
|
| | By: /s/ John A. Irwin                                         
| | Name: John A. Irwin                                           
| | Title: Treasurer                                              
|

[SIGNATURE PAGE TO
AMENDMENT NUMBER FOURTO LOAN AND SECURITY AGREEMENT]S-1



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| | EVERGREEN AVIATION GROUND LOGISTICS ENTERPRISE, INC.,a Delaware
corporation. 
| | -----------------------------------------------------------------------------
|
| | By: /s/ John A. Irwin                                                        
| | Name: John A. Irwin                                                          
| | Title: Treasurer                                                             
|
| | EVERGREEN HELICOPTERS INTERNATIONAL, INC.,a Texas corporation.               
|
| | By: /s/ John A. Irwin                                                        
| | Name: John A. Irwin                                                          
| | Title: Treasurer                                                             
|
| | EVERGREEN EQUITY, INC., a Nevada corporation                                 
|
| | By: /s/ John A. Irwin                                                        
| | Name: John A. Irwin                                                          
| | Title: Treasurer                                                             
|
| | EVERGREEN HELICOPTERS OF ALASKA, INC., an Alaska corporation                 
|
| | By: /s/ John A. Irwin                                                        
| | Name: John A. Irwin                                                          
| | Title: Treasurer                                                             
|
| | WELLS FARGO FOOTHILL, INC.,a California corporation,
as Agent and as a Lender
|
| | By: /s/ Thomas Forbath                                                       
| | Name: Thomas Forbath                                                         
| | Title: VP/Senior Account Executive                                           
|

[SIGNATURE PAGE TO
AMENDMENT NUMBER FOURTO LOAN AND SECURITY AGREEMENT]S-2