EX-10.6



 Exhibit 10.6 
 TRADEMARK SECURITY AGREEMENT 
 This TRADEMARK SECURITY AGREEMENT
(this “Trademark Security Agreement”) is made this 2nd day of May 2013, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually
“Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns
in such capacity, “Agent”). 
 W I T N E S S E T H: 

WHEREAS, pursuant to that certain Credit Agreement dated as of May 2, 2013 (as amended, restated, supplemented, or otherwise
modified from time to time, the “Credit Agreement”) by and among ERICKSON AIR-CRANE INCORPORATED, a Delaware corporation (“EAC”), EVERGREEN HELICOPTERS, INC., an Oregon corporation
(“Evergreen”, and together with EAC, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders party
thereto as “Lenders” (each of such Lenders, together with its successors and assigns, is referred to hereinafter as a “Lender”), Agent, and Wells Fargo, as lead arranger, as book runner, as syndication agent, and as
documentation agent, the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and 

WHEREAS, the members of the Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers as
provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of Lender Group and the Bank
Product Providers, that certain Guaranty and Security Agreement, dated as of May 2, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Guaranty
and Security Agreement”); and 
 WHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to
execute and deliver to Agent, for the benefit of Lender Group and the Bank Product Providers, this Trademark Security Agreement; 
 NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each
Grantor hereby agrees as follows: 
 1. DEFINED TERMS. All initially capitalized terms used but not otherwise defined
herein have the meanings given to them in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Trademark Security Agreement shall be subject to the rules of construction set forth in
Section 1(b) of the Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis. 







 GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby
unconditionally grants, assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security
Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”):

 all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party including those
referred to on Schedule I; 
 all goodwill of the business connected with the use of, and symbolized by, each
Trademark and each Trademark Intellectual Property License; and 
 all products and proceeds (as that term is
defined in the Code) of the foregoing, including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademarks exclusively licensed under any Intellectual Property
License, including right to receive any damages, (ii) injury to the goodwill associated with any Trademark, or (iii) right to receive license fees, royalties, and other compensation under any Trademark Intellectual Property License.

 SECURITY FOR SECURED OBLIGATIONS. This Trademark Security Agreement and the Security Interest created hereby secures
the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the
Secured Obligations and would be owed by Grantors, or any of them, to Agent, the other members of the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an
Insolvency Proceeding involving any Grantor. 
 SECURITY AGREEMENT. The Security Interest granted pursuant to this
Trademark Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Guaranty and Security Agreement. Each Grantor hereby
acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Trademark Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth herein. To the extent there is any inconsistency between this Trademark Security Agreement and the Guaranty and Security Agreement, the Guaranty and Security Agreement shall control.

 AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new trademarks, the provisions of this
Trademark Security Agreement shall automatically apply thereto. Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to
include any such new trademark rights of each Grantor. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing
security interest in all Collateral, whether or not listed on Schedule I. 
 COUNTERPARTS. This Trademark Security
Agreement is a Loan Document. This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all
of which, when taken together, shall constitute but one and the same Trademark Security Agreement. Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally
as effective as delivery of an original executed counterpart of this Trademark Security Agreement. Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also
shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement.


  
 2 








 CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION. THIS
TRADEMARK SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY
THIS REFERENCE, MUTATIS MUTANDIS. 
 [SIGNATURE PAGE FOLLOWS] 

  
 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be
executed and delivered as of the day and year first above written. 
  

							
	GRANTORS:	 		 	 ERICKSON AIR-CRANE INCORPORATED,
 a Delaware corporation

				
		 		 	By:	 	 /s/

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	 EAC ACQUISITION CORPORATION,
 a Delaware corporation 

				
		 		 	By:	 	 /s/

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	 EVERGREEN HELICOPTERS, INC.,
 an Oregon corporation

				
		 		 	By:	 	 /s/

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	 EVERGREEN HELICOPTERS OF ALASKA, INC.,
 an Alaska corporation 

				
		 		 	By:	 	 /s/

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	 EVERGREEN HELICOPTERS INTERNATIONAL, INC.,
 a Texas corporation 

				
		 		 	By:	 	 /s/

		 		 	Name:	 	  

		 		 	Title:	 	  









 
			
	 EVERGREEN EQUITY, INC.,
 a Nevada corporation

		
	By:	 	 /s/

	Name:	 	  

	Title:	 	  











							
	AGENT:	 		 	ACCEPTED AND ACKNOWLEDGED BY:
			
		 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION
				
		 		 	By:	 	 /s/

		 		 	Name:	 	  

		 		 		 	Its Authorized Signatory

 [SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT] 







 SCHEDULE I 

to 

TRADEMARK SECURITY AGREEMENT 
 Trademark Registrations/Applications 
 Registrations: 

 

					
	 OWNER
	  	REGISTRATION
NUMBER	  	 TRADEMARK

	 Erickson Air-Crane Incorporated
	  	2,262,212	  	AIR CRANE
	 Erickson Air-Crane Incorporated
	  	2,578,985	  	AIR CRANE
	 Erickson Air-Crane Incorporated
	  	4,011,198	  	A.I.R.S.
	 Erickson Air-Crane Incorporated
	  	4,075,948	  	AIRCRANE INCIDENT RESPONSE SYSTEMS
	 Erickson Air-Crane Incorporated
	  	3,864,265	  	MISCELLANEOUS DESIGN (helicopter logo)

 Applications: 
  

					
	 OWNER
	  	APPLICATION
NUMBER	  	 TRADEMARK

	 Erickson Air-Crane Incorporated
	  	77/476,001	  	MISCELLANEOUS DESIGN (helicopter logo)

 Trade Names 
 None. 
 Common Law Trademarks 

None. 







 Trademarks Not Currently In Use 

None. 

Trademark Licenses 
 None.