INDEMNIFICATION AGREEMENTIndemnification Agreement • May 12th, 2010 • Erickson Air-Crane Inc • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2010 between ERICKSON AIR-CRANE INCORPORATED, a Delaware corporation (the “Company”), and (“Indemnitee”).
CREDIT AGREEMENT Dated as of September 27, 2007 among ERICKSON AIR-CRANE INCORPORATED as the Borrower, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, Lender, Swing Line Lender, and L/C Issuer and the Other Lenders Party HeretoCredit Agreement • May 12th, 2010 • Erickson Air-Crane Inc • New York
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 12th, 2010 • Erickson Air-Crane Inc • Oregon
This Amended and Restated Executive Employment Agreement (“Agreement”) is made and entered into as of April 22, 2010 by and between Erickson Air-Crane Incorporated, a Delaware corporation (the “Company”), and Charles Ryan (“Executive”).
SECOND LIEN CREDIT AGREEMENT Dated as of September 27, 2007 among ERICKSON AIR- CRANE INCORPORATED as the Borrower, D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., as Administrative Agent, and the Other Lenders Party HeretoSecond Lien Credit Agreement • May 12th, 2010 • Erickson Air-Crane Inc • New York
This SECOND LIEN CREDIT AGREEMENT (“Agreement”) is made and entered into as of September 27, 2007, by and among ERICKSON AIR-CRANE INCORPORATED, a Delaware corporation (the “Borrower”), the lenders from time to time party hereto (collectively, the “Lenders” and each, individually, a “Lender”), and D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. (“DBZ”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2010 • Erickson Air-Crane Inc • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 21, 2010, by and among Erickson Air-Crane Incorporated, a Delaware corporation and the successor in interest to EAC Acquisition Corp. (the “Company”), ZM EAC LLC, a Delaware limited liability company (“ZM”), ZM Private Equity Fund I, L.P. and ZM Private Equity Fund II, L.P. (each, a “Stockholder” and collectively the “Stockholders.”)
MASTER AIRCRAFT LOAN AND SECURITY AGREEMENT BETWEEN ERICKSON AIR-CRANE INCORPORATED AS THE GRANTOR AND THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AS THE SECURED PARTYMaster Aircraft Loan and Security Agreement • May 12th, 2010 • Erickson Air-Crane Inc • New York
THIS MASTER AIRCRAFT LOAN AND SECURITY AGREEMENT (“Agreement”) is made and entered into as of September 27, 2007 by and between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation having an address in care of Prudential Capital Group—Commercial Asset Finance, 3350 Riverwood Parkway, Suite 1500, Atlanta, Georgia 30339 (“Secured Party”) and ERICKSON AIR-CRANE INCORPORATED, a corporation organized and existing under the laws of the State of Delaware and having its administrative office located at 3100 Willow Springs Road, P.O. Box 3247, Central Point, OR 97502 (“Grantor”). Capitalized terms not otherwise defined herein have the meanings given in Article 9 hereof.
INTERCREDITOR AGREEMENTIntercreditor Agreement • May 12th, 2010 • Erickson Air-Crane Inc • New York
This INTERCREDITOR AGREEMENT (“Agreement”) is dated as of September 27, 2007, and entered into by and among ERICKSON AIR-CRANE INCORPORATED (the “Company”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), in its capacity as administrative agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “First Lien Administrative Agent”) and D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. (“DBZ”), in its capacity as administrative agent for the Second Lien Obligations (as defined below), including its successors and assigns from time to time (the “Second Lien Administrative Agent”) and acknowledged and agreed to by the Company and the Grantors (as defined below). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
