INDENTURE Dated as of May 2, 2013 Among ERICKSON AIR-CRANE INCORPORATED, the GUARANTORS named herein and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 8.25% Second Priority Senior Secured Notes due 2020Indenture • May 8th, 2013 • Erickson Air-Crane Inc. • Aircraft & parts • New York
INDENTURE dated as of May 2, 2013, by and among ERICKSON AIR-CRANE INCORPORATED, a Delaware corporation (the “Issuer”), as Issuer, the Guarantors party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) and as collateral agent (the “Notes Collateral Agent”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • May 8th, 2013 • Erickson Air-Crane Inc. • Aircraft & parts • New York
This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of May 2, 2013, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2013 • Erickson Air-Crane Inc. • Aircraft & parts • New York
Erickson Air-Crane Incorporated, a Delaware corporation (the “Issuer”), proposes to issue and sell to Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Stifel, Nicolaus & Company, Incorporated and Imperial Capital, LLC (each, an “Initial Purchaser” and together, the “Initial Purchasers”) $400,000,000 aggregate principal amount of its 8.25% Second Priority Senior Secured Notes due 2020 (the “Notes”) upon the terms set forth in the Purchase Agreement among the Issuer, the guarantor named therein (the “EAC Guarantor”) and Deutsche Bank Securities Inc., as representative (the “Representative”) of the Initial Purchasers, dated April 25, 2013 (the “Purchase Agreement”), as supplemented by the Joinder Agreement to the Purchase Agreement, dated as of the date hereof (the “Joinder Agreement”), by and among the Issuer, the guarantors named therein (the “EIC Guarantors” and, together with the EAC Guarantor, the “Guarantors”) and the Representative, relating to the initial placement (the
CREDIT AGREEMENT by and amongCredit Agreement • May 8th, 2013 • Erickson Air-Crane Inc. • Aircraft & parts • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of May 2, 2013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), as syndication agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), and as documentation agent (in such capacity, together with its successors and assigns i
AIRCRAFT AND ENGINE SECURITY AGREEMENT DATED AS OF MAY 2, 2013 BETWEEN THE GRANTOR PARTY HERETO AS GRANTOR AND WILMINGTON TRUST, NATIONAL ASSOCIATION, AS COLLATERAL AGENTAircraft and Engine Security Agreement • May 8th, 2013 • Erickson Air-Crane Inc. • Aircraft & parts • New York
This AIRCRAFT AND ENGINE SECURITY AGREEMENT, dated as of May 2, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), is among the Person listed on the signature pages hereof as “Grantor” (the “Grantor”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent for the Secured Parties (as defined in the Security Agreement referred to below) (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • May 8th, 2013 • Erickson Air-Crane Inc. • Aircraft & parts
This INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of May 2, 2013, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the “Obligors” and each, individually, an “Obligor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), in light of the following:
AIRCRAFT AND ENGINE SECURITY AGREEMENT DATED AS OF MAY 2, 2013 BETWEEN THE GRANTOR PARTY HERETO AS GRANTOR AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS AGENTAircraft and Engine Security Agreement • May 8th, 2013 • Erickson Air-Crane Inc. • Aircraft & parts • New York
This AIRCRAFT AND ENGINE SECURITY AGREEMENT, dated as of May 2, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, this “Security Agreement”), is among the Person listed on the signature pages hereof as “Grantor” (the “Grantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, 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”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 8th, 2013 • Erickson Air-Crane Inc. • Aircraft & parts
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”).
SECURITY AGREEMENTSecurity Agreement • May 8th, 2013 • Erickson Air-Crane Inc. • Aircraft & parts • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of May 2, 2013, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington”), in its capacity as collateral agent for the Secured Parties (as defined herein) (in such capacity, together with its successors and assigns in such capacity, “Notes Collateral Agent”).
PATENT SECURITY AGREEMENTPatent Security Agreement • May 8th, 2013 • Erickson Air-Crane Inc. • Aircraft & parts
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 2nd day of May 2013, by and among the 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”).
