EXHIBIT 10.35
[LETTERHEAD OF MERRILL LYNCH]
April 23, 2003
Evergreen International Airlines, Inc.
3850 NE Three Mile Lane
McMinnville, OR 97128
Re: Amendment to Loan Documents
Ladies & Gentlemen:
This Letter Agreement will serve to confirm certain agreements of Merrill Lynch
Business Financial Services Inc. ("MLBFS") and Evergreen International Airlines,
Inc. ("Customer") with respect to: (i) that certain WCMA REDUCING REVOLVER LOAN
AGREEMENT NO. 54F-07230 between MLBFS and Customer (including any previous
amendments and extensions thereof), and (ii) all other agreements between MLBFS
and Customer or any party who has guaranteed or provided collateral for
Customer's obligations to MLBFS (a "Guarantor") in connection therewith
(collectively, the "Loan Documents"). Capitalized terms used herein and not
defined herein shall have the meaning set forth in the Loan Documents.
Subject to the terms hereof, effective as of the "Effective Date" (as defined
below), the Loan Documents are hereby amended as follows:
(a) Delete Article IV Section 4.4 (d) and replace as follows:
A default or Event of Default by Customer or Evergreen Aircraft Sales and
Leasing, Co. under that certain WCMA Loan Agreement No. 54F-07164 shall occur
under the terms of any other agreement, instrument of document with or intended
for the benefit of MLBFS, MLPF&S or any of their affiliates, and any required
notice shall have been given and required passage of time shall have elapsed.
Except as expressly amended hereby, the Loan Documents shall continue in full
force and effect upon all of their terms and conditions.
By their execution of this Letter Agreement, the below-named Guarantors hereby
consent to the foregoing modifications to the Loan Documents, and hereby agree
that the "Obligations" under their respective Unconditional Guaranty and/or
agreements providing collateral shall extend to and include the Obligations of
Customer under the Loan Documents, as amended hereby.
Customer and said Guarantors acknowledge, warrant and agree, as a primary
inducement to MLBFS to enter into this Agreement, that: (a) no Default or Event
of Default has occurred and is continuing under the Loan Documents; (b) each of
the warranties of Customer in the Loan Documents are true and correct as of the
date hereof and shall be deemed remade as of the date hereof; (c) neither
Customer nor any of said Guarantors have any claim against MLBFS or any of its
affiliates arising out of or in connection with the Loan Documents or any other
matter
MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
Evergreen International Airlines, Inc.
April 23, 2003
Page No. 2
whatsoever; and (d) neither Customer nor any of said Guarantors have any defense
to payment of any amounts owing, or any right of counterclaim for any reason
under, the Loan Documents.
Provided that no Event of Default, or event which with the giving of notice,
passage of time, or both, would constitute an Event of Default, shall then have
occurred and be continuing under the terms of the Loan Documents, the amendments
and agreements in this Letter Agreement will become effective on the date (the
"Effective Date") upon which: (a) Customer and the Guarantors shall have
executed and returned the duplicate copy of this Letter Agreement enclosed
herewith; and (b) an officer of MLBFS shall have reviewed and approved this
Letter Agreement as being consistent in all respects with the original internal
authorization hereof.
Notwithstanding the foregoing, if Customer and the Guarantors do not execute and
return the duplicate copy of this Letter Agreement within 14 days from the date
hereof, or if for any other reason (other than the sole fault of MLBFS) the
Effective Date shall not occur within said 14-day period, then all of said
amendments and agreements will, at the sole option of MLBFS, be void.
Very truly yours,
MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
By: /s/ Marty Koutsky
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Marty Koutsky
Senior Credit Manager
MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
Evergreen International Airlines, Inc.
April 23, 2003
Page No. 3
Accepted:
EVERGREEN INTERNATIONAL AIRLINES, INC.
By: /s/ Ryan Smith
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Printed Name: Ryan Smith
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Title: Controller
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Approved:
EVERGREEN AIRCRAFT SALES AND LEASING, CO.
By: /s/ Ryan Smith
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Printed Name: Ryan Smith
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Title: V.P. Finance
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EVERGREEN INTERNATIONAL AVIATION, INC.
By: /s/ Delford M. Smith
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Printed Name: Delford M. Smith
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Title: CEO
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