Exhibit 10.18


 


PROMISSORY NOTE


 




	
  US
  $4,250,000.00

  	
   

  	
  June 30, 2010

  






 


FOR
VALUE RECEIVED, the undersigned, Erickson Air-Crane, Incorporated, a
Delaware corporation (“Maker”),
promises to pay to 10TH Lane Finance Co., LLC (such entity, its successors and
assigns, “Payee”), in lawful money
of the United States of America, the principal sum of FOUR MILLION TWO HUNDRED
FIFTY THOUSAND DOLLARS (US $4,250,000), with interest thereon, payable in the
manner provided below.


 


This
Note has been executed and delivered in exchange for the amounts owed by Maker
to Payee under that certain Second Lien Credit Agreement, dated as of September 27,
2007, among Maker, Payee as Administrative Agent (successor to D.B. Zwirn
Special Opportunities Fund L.P), and lenders party thereto.


 


1.             Principal and Interest;
Additional Notes.  The
principal amount of this Note shall be due and payable on June 30, 2015
(the “Maturity Date”).  Except as set forth in Section 6(b) below,
interest on the unpaid principal balance of this Note shall accrue at an annual
rate equal to twenty percent (20.0%), calculated on the basis of a 365 or 366
day year, as applicable, and charged for the actual number of days elapsed.


 


Interest
shall be payable quarterly in arrears on the first day of each calendar quarter
through the increase of the principal amount owing hereunder.  For the avoidance of doubt, the accrued and
unpaid interest reflected by such increased principal amount shall for all
purposes hereunder be considered additional principal and not interest.


 


From
time to time, at the request of Payee, Maker shall issue an additional or
replacement notes to Payee (each, an “Additional Note”)
reflecting the amount of such increased principal owing hereunder.  Such Additional Note may reflect the total
principal amount outstanding if in replacement of this Note, the increased
principal amount accrued pursuant hereto, or such other amount or amounts
consistent with the foregoing, such that the aggregate outstanding principal
amount of this Note and any Additional Notes equals the then-outstanding
principal amount owing hereunder. 
Subject to the foregoing, each Additional Note shall have in all other
respects the same terms and conditions of this Note, except with respect to the
initial accrual date (interest shall accrue from the date of issuance of such
Additional Note).


 


Notwithstanding
anything to the contrary in this Section 1, all principal and interest
payable on the Maturity Date, whether evidenced by this Note or an Additional
Note, shall be paid in cash.


 


2.             Manner of Payment.  Except with respect to payments of interest
through the addition of principal or the issuance of Additional Notes as
provided above, all payments of principal and interest on this Note shall be
made by wire transfer of immediately available funds to an account designated
by Payee in writing.  If any payment of
principal or interest on this Note is due on a day that is not a Business Day,
such payment shall be due on the next 


 

















 


succeeding Business Day.  “Business
Day” means any day other than a Saturday, Sunday or legal holiday in
the State of Oregon.


 


3.             Prepayment.  Maker may prepay all or any portion of the
balance outstanding under this Note or any Additional Note at any time without
premium or penalty.  Any prepayment shall
be applied first to pay interest accrued to the date of prepayment and second
to reduce the principal balance.


 


4.             Subordination Agreement.  THIS PROMISSORY NOTE, AND PAYMENT AND
ENFORCEMENT HEREOF, IS SUBJECT TO THE TERMS AND PROVISIONS OF THAT CERTAIN
SUBORDINATION AGREEMENT DATED AS OF JUNE 24, 2010 (AS SUCH SUBORDINATION
AGREEMENT MAY BE AMENDED FROM TIME TO TIME),  BY ZM PRIVATE EQUITY FUND II, L.P. AND 10TH
LANE FINANCE CO., LLC IN FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION,
ADMINISTRATIVE AGENT, AND THE SENIOR LENDERS PARTY TO THAT CERTAIN CREDIT
AGREEMENT, DATED AS OF JUNE 24, 2010, WITH ERICKSON AIR-CRANE INCORPORATED, AS
BORROWER, AS SUCH CREDIT AGREEMENT MAY BE AMENDED FROM TIME TO TIME.


 


5.             Default.  The occurrence of any one or more of the following
events with respect to Maker shall constitute an event of default hereunder (“Event of Default”):


 


(a)           If Maker shall fail to pay
when due any payment of principal or interest on this Note or any Additional
Note;


 


(b)           If, pursuant to or within
the meaning of the United States Bankruptcy Code or any other applicable
federal or state law relating to insolvency or relief of debts (a “Bankruptcy Law”), Maker shall (i) commence
a voluntary case or proceeding; (ii) consent to the entry of an order for
relief against it in an involuntary case; (iii) consent to the appointment
of a trustee, receiver, liquidator or similar official; (iv) make an
assignment for the benefit of its creditors; or (v) admit in writing its
ability to pay its debts as they become due; or


 


(c)           If a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that (i) is
for relief against Maker in an involuntary case; (ii) appoints a trustee,
receiver, liquidator or similar official for Maker or substantially all of
Maker’s properties; or (iii) orders the liquidation of Maker, and in each
case the order or decree is not dismissed within sixty (60) days.


 


6.             Acceleration; Late Interest.  Upon the occurrence of an Event of Default
hereunder (unless all Events of Default have been cured or waived by Payee):


 


(a)           Payee may, by written notice
to Maker, declare the entire principal balance of this Note and the Additional
Notes, together with all accrued and unpaid interest thereon, immediately due
and payable in full; and


 


(b)           If the Event of Default is
as described in Section 6(a) above, Maker shall pay interest to
Payee, from the date of such default to the date of actual payment, on the 


 


2

















 


principal amount in default
and, to the extent permitted by applicable law, on overdue interest.  The interest rate per annum (using a 365 day
year and actual days elapsed) applicable to such amount in default shall be
equal to the lesser of two  percent
(2%) per annum over the interest rate otherwise applicable to this Note and the
maximum rate permitted by applicable law (the “Maximum
Permitted Rate”).


 


7.             Severability.  If any provision in this Note is held invalid
or unenforceable by any court of competent jurisdiction, the other provisions
of this Note will remain in full force and effect.  Any provision of this Note held invalid or
unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.


 


8.             Governing Law; Venue.  This Note shall be governed by and construed
in accordance with the domestic laws of the State of Oregon without giving
effect to any choice or conflict of law provision or rule (whether of the
State of Oregon or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Oregon.  Any legal proceeding shall be brought
exclusively in the court of general jurisdiction of Clackamas or Multnomah
County, Oregon, to the jurisdiction and venue of which court the parties hereto
irrevocably consent.


 


9.             Binding Nature.  This Note will become binding in all respects
upon Maker and inure to the benefit of Payee and its successors and assigns.


 


10.           Miscellaneous.  Notwithstanding anything to the contrary
contained in this Note, or any Additional Note, in no event shall the total of
all charges payable by Maker under this Note which are or may be held to be in
the nature of interest, exceed the Maximum Permitted Rate.  Should Payee receive any payment which is or
would under applicable law cause the interest rate hereunder to exceed the
Maximum Permitted Rate, then the portion thereof that would be excessive shall
automatically be applied to reduce the principal balance outstanding hereunder
and deemed a prepayment of such principal balance and not a payment of
interest.


 


11.           Attorneys’ Fees.  If any suit or action arising out of or
related to this Note is brought by any party, the prevailing party shall be
entitled to recover and/or to be reimbursed for the costs and fees (including,
without limitation, reasonable attorneys’ fees, the fees and costs of experts
and consultants, and copying, courier and telecommunication costs) incurred by
such party in such suit or action (including, without limitation, any post
trial or appellate proceeding) or in the collection or enforcement of any
judgment or award entered or made in such suit or action.


 


3

















 


IN WITNESS WHEREOF,  Maker has executed and delivered this Note as of the date
first stated above.


 


 


	
   

  	
  ERICKSON
  AIR-CRANE INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHARLES RYAN

  
	
   

  	
   

  	
  Name:
  Charles Ryan

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  



 


4

















 


PROMISSORY NOTE


 




	
  US
  $4,250,000.00

  	
   

  	
  June 30, 2010

  






 


FOR
VALUE RECEIVED, the undersigned, Erickson Air-Crane, Incorporated, a
Delaware corporation (“Maker”),
promises to pay to ZM Private Equity Fund II, L.P (such entity, its successors
and assigns, “Payee”), in lawful
money of the United States of America, the principal sum of FOUR MILLION TWO
HUNDRED FIFTY THOUSAND DOLLARS (US $4,250,000), with interest thereon, payable
in the manner provided below.


 


This
Note has been executed and delivered in exchange for the amounts owed by Maker
to Payee under that certain Second Lien Credit Agreement, dated as of September 27,
2007, among Maker, Payee as Administrative Agent (successor to D.B. Zwirn
Special Opportunities Fund L.P), and lenders party thereto.


 


12.           Principal and Interest;
Additional Notes.  The
principal amount of this Note shall be due and payable on June 30, 2015
(the “Maturity Date”).  Except as set forth in Section 6(b) below,
interest on the unpaid principal balance of this Note shall accrue at an annual
rate equal to twenty percent (20.0%), calculated on the basis of a 365 or 366
day year, as applicable, and charged for the actual number of days elapsed.


 


Interest
shall be payable quarterly in arrears on the first day of each calendar quarter
through the increase of the principal amount owing hereunder.  For the avoidance of doubt, the accrued and
unpaid interest reflected by such increased principal amount shall for all
purposes hereunder be considered additional principal and not interest.


 


From
time to time, at the request of Payee, Maker shall issue an additional or
replacement notes to Payee (each, an “Additional Note”)
reflecting the amount of such increased principal owing hereunder.  Such Additional Note may reflect the total
principal amount outstanding if in replacement of this Note, the increased
principal amount accrued pursuant hereto, or such other amount or amounts
consistent with the foregoing, such that the aggregate outstanding principal
amount of this Note and any Additional Notes equals the then-outstanding
principal amount owing hereunder. 
Subject to the foregoing, each Additional Note shall have in all other
respects the same terms and conditions of this Note, except with respect to the
initial accrual date (interest shall accrue from the date of issuance of such
Additional Note).


 


Notwithstanding
anything to the contrary in this Section 1, all principal and interest
payable on the Maturity Date, whether evidenced by this Note or an Additional
Note, shall be paid in cash.


 


13.           Manner of Payment.  Except with respect to payments of interest
through the addition of principal or the issuance of Additional Notes as
provided above, all payments of principal and interest on this Note shall be
made by wire transfer of immediately available funds to an account designated
by Payee in writing.  If any payment of
principal or interest on this Note is due on a day that is not a Business Day,
such payment shall be due on the next 


 


5

















 


succeeding Business Day.  “Business
Day” means any day other than a Saturday, Sunday or legal holiday in
the State of Oregon.


 


14.           Prepayment.  Maker may prepay all or any portion of the
balance outstanding under this Note or any Additional Note at any time without
premium or penalty.  Any prepayment shall
be applied first to pay interest accrued to the date of prepayment and second
to reduce the principal balance.


 


15.           Subordination Agreement.  THIS PROMISSORY NOTE, AND PAYMENT AND
ENFORCEMENT HEREOF, IS SUBJECT TO THE TERMS AND PROVISIONS OF THAT CERTAIN
SUBORDINATION AGREEMENT DATED AS OF JUNE 24, 2010 (AS SUCH SUBORDINATION
AGREEMENT MAY BE AMENDED FROM TIME TO TIME),  BY ZM PRIVATE EQUITY FUND II, L.P. AND 10TH
LANE FINANCE CO., LLC IN FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION,
ADMINISTRATIVE AGENT, AND THE SENIOR LENDERS PARTY TO THAT CERTAIN CREDIT
AGREEMENT, DATED AS OF JUNE 24, 2010, WITH ERICKSON AIR-CRANE INCORPORATED, AS
BORROWER, AS SUCH CREDIT AGREEMENT MAY BE AMENDED FROM TIME TO TIME.


 


16.           Default.  The occurrence of any one or more of the
following events with respect to Maker shall constitute an event of default
hereunder (“Event of Default”):


 


(a)           If Maker shall fail to pay
when due any payment of principal or interest on this Note or any Additional
Note;


 


(b)           If, pursuant to or within
the meaning of the United States Bankruptcy Code or any other applicable
federal or state law relating to insolvency or relief of debts (a “Bankruptcy Law”), Maker shall (i) commence
a voluntary case or proceeding; (ii) consent to the entry of an order for
relief against it in an involuntary case; (iii) consent to the appointment
of a trustee, receiver, liquidator or similar official; (iv) make an
assignment for the benefit of its creditors; or (v) admit in writing its
ability to pay its debts as they become due; or


 


(c)           If a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that (i) is
for relief against Maker in an involuntary case; (ii) appoints a trustee,
receiver, liquidator or similar official for Maker or substantially all of
Maker’s properties; or (iii) orders the liquidation of Maker, and in each
case the order or decree is not dismissed within sixty (60) days.


 


17.           Acceleration; Late Interest.  Upon the occurrence of an Event of Default
hereunder (unless all Events of Default have been cured or waived by Payee):


 


(a)           Payee may, by written notice
to Maker, declare the entire principal balance of this Note and the Additional
Notes, together with all accrued and unpaid interest thereon, immediately due
and payable in full; and


 


(b)           If the Event of Default is
as described in Section 6(a) above, Maker shall pay interest to
Payee, from the date of such default to the date of actual payment, on the 


 


6

















 


principal amount in default
and, to the extent permitted by applicable law, on overdue interest.  The interest rate per annum (using a 365 day
year and actual days elapsed) applicable to such amount in default shall be
equal to the lesser of two  percent
(2%) per annum over the interest rate otherwise applicable to this Note and the
maximum rate permitted by applicable law (the “Maximum
Permitted Rate”).


 


18.           Severability.  If any provision in this Note is held invalid
or unenforceable by any court of competent jurisdiction, the other provisions
of this Note will remain in full force and effect.  Any provision of this Note held invalid or
unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.


 


19.           Governing Law; Venue.  This Note shall be governed by and construed
in accordance with the domestic laws of the State of Oregon without giving
effect to any choice or conflict of law provision or rule (whether of the
State of Oregon or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Oregon.  Any legal proceeding shall be brought
exclusively in the court of general jurisdiction of Clackamas or Multnomah
County, Oregon, to the jurisdiction and venue of which court the parties hereto
irrevocably consent.


 


20.           Binding Nature.  This Note will become binding in all respects
upon Maker and inure to the benefit of Payee and its successors and assigns.


 


21.           Miscellaneous.  Notwithstanding anything to the contrary
contained in this Note, or any Additional Note, in no event shall the total of
all charges payable by Maker under this Note which are or may be held to be in
the nature of interest, exceed the Maximum Permitted Rate.  Should Payee receive any payment which is or
would under applicable law cause the interest rate hereunder to exceed the
Maximum Permitted Rate, then the portion thereof that would be excessive shall
automatically be applied to reduce the principal balance outstanding hereunder
and deemed a prepayment of such principal balance and not a payment of
interest.


 


22.           Attorneys’ Fees.  If any suit or action arising out of or
related to this Note is brought by any party, the prevailing party shall be
entitled to recover and/or to be reimbursed for the costs and fees (including,
without limitation, reasonable attorneys’ fees, the fees and costs of experts
and consultants, and copying, courier and telecommunication costs) incurred by
such party in such suit or action (including, without limitation, any post
trial or appellate proceeding) or in the collection or enforcement of any
judgment or award entered or made in such suit or action.


 


7

















 


IN WITNESS WHEREOF,  Maker has executed and delivered this Note as of the date
first stated above.


 


 


	
   

  	
  ERICKSON
  AIR-CRANE INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHARLES RYAN

  
	
   

  	
   

  	
  Name:
  Charles Ryan

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  



 


8