**Exhibit 10.1**


**AMENDMENT
      NUMBER ONE TO INTERCREDITOR AGREEMENT**








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


reference
      to the following:





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





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





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





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




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





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





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








2.  Amendment
      to Intercreditor Agreement .





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




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





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





**"3.10**  **Bailee
      for Perfection** **.**





(a)  The
      Senior Agent and the Junior Collateral Agent each agree to hold that part of
      the
      Collateral that is in its possession or control (or in the possession or control
      of its agents or bailees), to the extent that possession or control thereof
      is
      taken to perfect a Lien thereon under the UCC or other applicable law (such
      Collateral being the "Pledged Collateral"), as bailee and as a non-fiduciary
      agent for the Junior Collateral Agent or the Senior Agent, as applicable (such
      bailment and agency being intended, among other things, to satisfy the
      requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107
      of the UCC), solely for the purpose of perfecting the security interest granted
      under the Junior Documents or the Senior Documents, as applicable, subject
      to
      the terms and conditions of this Section
      3.10 .
      Unless
      and until the Senior Debt is Paid in Full, the Junior Collateral Agent agrees
      to
      promptly notify the Senior Agent of any Pledged Collateral held by it or by
      any
      Junior Creditors, and, immediately upon the request of the Senior Agent at
      any
      time prior to the Senior Debt being Paid in Full, the Junior Collateral Agent
      agrees to deliver to the Senior Agent any such Pledged Collateral held by it
      or
      by any Junior Creditors, together with any necessary endorsements (or otherwise
      allow the Senior Agent to obtain control of such Pledged Collateral). The Senior
      Agent hereby agrees that upon the Senior Debt being Paid in Full, upon the
      written request of Junior Collateral Agent, to the extent that the applicable
      control agreement is in full force and effect and has not been terminated,
      Senior Agent shall continue to act as such a bailee and non-fiduciary agent
      for
      the Junior Collateral Agent (solely for the purpose of perfecting the security
      interest granted under the Junior Documents and at the expense of Junior
      Collateral Agent) with respect to the deposit account or securities account
      that
      is the subject of such control agreement, until the earlier to occur of (x)
      30
      days after the date when the Senior Debt is Paid in Full, and (y) the date
      when
      a control agreement is executed in favor of Junior Collateral Agent with respect
      to such deposit account or securities account.





(b)  The
      Senior Agent shall have no obligation whatsoever to the Junior Collateral Agent
      or any Junior Creditor to ensure that the Pledged Collateral is genuine or
      owned
      by any of the Obligors or to preserve rights or benefits of any person except
      as
      expressly set forth in this Section
      3.10 .
      The
      Junior Collateral Agent shall have no obligation whatsoever to the Senior Agent
      or any Senior Lender to ensure that the Pledged Collateral is genuine or owned
      by any of the Obligors or to preserve rights or benefits of any person except
      as
      expressly set forth in this Section
      3.10 .
      The
      duties or responsibilities of the Senior Agent under this Section
      3.10 shall be
      limited solely to holding or controlling the Pledged Collateral as bailee and
      agent in accordance with this Section
      3.10 and
      delivering the Pledged Collateral upon a Payment in Full as provided in
      paragraph (d) of this Section
      3.10 .
      The
      duties or responsibilities of the Junior Collateral Agent under this Section
      3.10 shall be
      limited solely to holding or controlling the Pledged Collateral as bailee and
      agent in accordance with this Section
      3.10 .








(c)  The
      Senior Agent acting pursuant to this Section
      3.10 shall
      not have by reason of the Senior Documents, the Junior Documents, this Agreement
      or any other document a fiduciary relationship in respect of the Junior
      Collateral Agent or any Junior Creditor. The Junior Collateral Agent acting
      pursuant to this Section
      3.10 shall
      not have by reason of the Senior Documents, the Junior Documents, this Agreement
      or any other document a fiduciary relationship in respect of the Senior Agent
      or
      any Senior Lender.





(d)  Upon
      the
      Senior Debt being Paid in Full, the Senior Agent shall deliver the remaining
      Pledged Collateral (if any) together with any necessary endorsements, first ,
      to the
      Junior Collateral Agent to the extent Junior Debt remains outstanding as
      confirmed by the Junior Collateral Agent, and, to the extent that Junior
      Collateral Agent confirms no Junior Debt is outstanding, second ,
      to the
      Administrative Borrower to the extent no First Lien Debt or Second Lien Debt
      remain outstanding (in each case, so as to allow such person to obtain
      possession or control of such Pledged Collateral).





3.  Choice
      of Law .
      The
      validity of this Amendment, its construction, interpretation and enforcement,
      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.





4.  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.





5.  Effect
      on Loan Documents .





(a)  The
      Intercreditor Agreement, as amended hereby, and each of the other Senior
      Documents and Junior Documents shall be and remain in full force and effect
      in
      accordance with their respective terms and hereby are 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 Senior Agent, Junior Collateral Agent, any
      other Senior Creditor, or any Junior Creditor under the Intercreditor Agreement
      or any other Senior Document or Junior 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 Senior Documents and
      Junior Documents, and shall not operate as a consent to any' further or other
      matter under the Senior Documents and Junior Documents.







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




(c)  To
      the
      extent that any terms and conditions in any of the Senior Documents and Junior
      Documents shall contradict or be in conflict with any terms or conditions of
      the
      Intercreditor 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 Intercreditor Agreement as modified or amended
      hereby.





(d)  This
      Amendment is a Senior Document and Junior Document.





6.  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
      page follows]





**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have caused this Agreement to be executed and delivered as of
      the
      date first set forth above.




**JUNIOR
                COLLATERAL AGENT**LAW
                DEBENTURE TRUST COMPANY OF NEW YORK,as
                TrusteeBy:
            /s/ Adam
              BermanName:
Adam
              BermanTitle:
              Vice
              President




**SENIOR
                AGENT**WELLS
                FARGO FOOTHILL, INC.,as
                AgentBy:Name:Title:











[SIGNATURE
      PAGE TO AMENDMENT TO INTERCREDITOR AGREEMENT]







**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have caused this Agreement to be executed and delivered as of
      the
      date first set forth above.




**JUNIOR
                  COLLATERAL AGENT**LAW
                  DEBENTURE TRUST COMPANY OF NEW YORK,as
                  TrusteeBy:Name:Title:
  **SENIOR
                  AGENT**WELLS
                  FARGO FOOTHILL, INC.,as
                  AgentBy:
              /s/ Thomas
                ForbathName:
                Thomas ForbathTitle:
                Vice
                President
 
 
 
 [SIGNATURE
        PAGE TO AMENDMENT TO INTERCREDITOR AGREEMENT]