0001144204-06-028756 Sample Contracts

AMENDMENT NUMBER ONE TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • July 17th, 2006 • Evergreen Holdings Inc • Air transportation, nonscheduled • New York

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

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