ERA GROUP INC. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO 7.750% SENIOR NOTES DUE 2022 INDENTURE Dated as of December 7, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeIndenture • December 18th, 2012 • Era Group Inc. • Air transportation, nonscheduled • New York
This INDENTURE, dated as of December 7, 2012 (this “Indenture”), is entered into among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
ERA GROUP INC., Issuer AND INDENTURE Dated as of [●], 20[●] Debt SecuritiesEra Group Inc. • May 31st, 2019 • Air transportation, nonscheduled • New York
INDENTURE, dated as of [●], 20[●], among ERA GROUP INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”):
BRISTOW GROUP INC. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO 6.875% SENIOR SECURED NOTES DUE 2028 INDENTURE Dated as of February 25, 2021 U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral AgentIndenture • February 26th, 2021 • Bristow Group Inc. • Air transportation, nonscheduled • New York
This INDENTURE, dated as of February 25, 2021 (this “Indenture”), is entered into among Bristow Group Inc., a Delaware corporation (the “Company”), the Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 12th, 2012 • Era Group Inc. • Air transportation, nonscheduled • Delaware
This Director Indemnification Agreement, dated as of [___________], 2012 (this “Agreement”), is made by and between Era Group Inc., a Delaware corporation (the “Company”), and [___________] (“Indemnitee”).
OPERATING AGREEMENT OF ERA HELICOPTERS (MEXICO) LLCOperating Agreement • April 22nd, 2013 • Era Group Inc. • Air transportation, nonscheduled • Delaware
This Operating Agreement, effective as of October 28, 2005, is made by, between and among Era Group Inc., a Delaware corporation, and all others admitted as Members pursuant to the terms hereof.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 17th, 2020 • Bristow Group Inc. • Air transportation, nonscheduled • Delaware
This Indemnification Agreement, dated as of [___________], 2020 (this “Agreement”), is made by and between Bristow Group Inc., a Delaware corporation (the “Company”), and [___________] (“Indemnitee”).
FORM OF RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • March 5th, 2013 • Era Group Inc. • Air transportation, nonscheduled • Delaware
RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”), dated as of [•]1, (the “Date of Grant”) between Era Group Inc., a Delaware corporation (the “Company”), and [•]2 (the “Grantee”).
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • March 6th, 2020 • Era Group Inc. • Air transportation, nonscheduled • Texas
RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”), dated as of [date] (the “Date of Grant”) between Era Group Inc., a Delaware corporation (the “Company”), and [name] (the “Grantee”).
FORM OF STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • March 5th, 2013 • Era Group Inc. • Air transportation, nonscheduled • Delaware
STOCK OPTION GRANT AGREEMENT (the “Agreement”) dated as of [•]1 (the “Date of Grant”) between Era Group Inc., a Delaware corporation (the “Company”), and [•]2 (the “Grantee”),
TAX MATTERS AGREEMENTTax Matters Agreement • February 1st, 2013 • Era Group Inc. • Air transportation, nonscheduled • New York
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of January 31, 2013, is by and between SEACOR Holdings Inc., a Delaware corporation (“SEACOR”), and Era Group Inc., a Delaware corporation (“Spinco”). Each of SEACOR and Spinco is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDED AND RESTATED TRANSITION SERVICES AGREEMENTAmended and Restated Transition Services Agreement • February 1st, 2013 • Era Group Inc. • Air transportation, nonscheduled • New York
THIS AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of this 31st day of January 2013, by and between SEACOR HOLDINGS INC., a Delaware corporation (“CKH”), and ERA GROUP INC., a Delaware corporation (“ERA”).
AGREEMENT AND PLAN OF MERGER by and among ERA GROUP INC., RUBY REDUX MERGER SUB, INC. and BRISTOW GROUP INC. Dated as of January 23, 2020Agreement and Plan of Merger • January 24th, 2020 • Era Group Inc. • Air transportation, nonscheduled • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 23, 2020 (this “Agreement”), by and among Era Group Inc., a Delaware corporation (“Parent”), Ruby Redux Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Bristow Group Inc., a Delaware corporation (the “Company”).
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • October 12th, 2012 • Era Group Inc. • Air transportation, nonscheduled • New York
This SEPARATION AND CONSULTING AGREEMENT (the “Agreement”) is entered into as of September 30, 2012, by and between Robert Van de Vuurst (“the Executive”) and Era Group, Inc., a Delaware corporation (the “Company”), a wholly owned subsidiary of SEACOR Holdings Inc., a Delaware corporation (“SEACOR”).
SERIES B EXCHANGE AGREEMENTSeries B Exchange Agreement • December 18th, 2012 • Era Group Inc. • Air transportation, nonscheduled • New York
THIS SERIES B EXCHANGE AGREEMENT, dated as of [•], 2012 (this "Agreement"), is by and between SEACOR Holdings Inc., a Delaware corporation ("SEACOR"), and Era Group Inc., a Delaware corporation and wholly-owned subsidiary of SEACOR ("Era").
DISTRIBUTION AGREEMENTDistribution Agreement • February 1st, 2013 • Era Group Inc. • Air transportation, nonscheduled • New York
This Distribution Agreement (this “Agreement”), is dated as of January 31, 2013, by and between SEACOR Holdings Inc., a Delaware corporation (“SEACOR”), and Era Group Inc., a Delaware corporation and a wholly-owned subsidiary of SEACOR (“Era” and, together with SEACOR, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2020 • Bristow Group Inc. • Air transportation, nonscheduled • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of June 11, 2020 by and among Bristow Group Inc. (f/k/a Era Group Inc.), a Delaware corporation (the “Company”), and the other parties signatory hereto (or deemed signatories hereto) and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto. Certain definitions are set forth in Section 23.
ERA HELICOPTERS, LLC PO BOX 13038 FORT LAUDERDALE, FL 33316Era Group Inc. • February 29th, 2016 • Air transportation, nonscheduled
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • February 1st, 2013 • Era Group Inc. • Air transportation, nonscheduled
This Employee Matters Agreement (this “Agreement”), dated as of January 31, 2013, with effect as of the Effective Time by and between SEACOR Holdings Inc., a Delaware corporation (“SEACOR”), and Era Group Inc., a Delaware corporation (“Era,” and together with SEACOR, the “Parties”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENTAgreement • February 29th, 2016 • Era Group Inc. • Air transportation, nonscheduled • New York
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of the 18th day of May, 2015, by and among (1) ERA GROUP INC., a corporation incorporated under the laws of the State of Delaware (hereinafter called the “Borrower”), (2) the other Security Parties signatory hereto, (3) SUNTRUST BANK, as administrative agent (the “Administrative Agent”), and (4) the Lenders signatory hereto, and amends and is supplemental to the Amended and Restated Senior Secured Revolving Credit Facility Agreement dated March 31, 2014 (the “Original Agreement” and as amended hereby, the “Agreement”).
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • November 5th, 2014 • Era Group Inc. • Air transportation, nonscheduled • Texas
This SEPARATION AND CONSULTING AGREEMENT (the “Agreement”) is entered into as of August 28, 2014 by and between Sten L. Gustafson (the “Executive”) and Era Group Inc., a Delaware corporation (the “Company”).
DATED 22 JANUARY 2024 BRISTOW U.S. LEASING LLC AS BORROWER AND BRISTOW GROUP INC. AS PARENT GUARANTOR AND BRISTOW HELICOPTERS LIMITED AS BHL AND THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 OF THE FACILITY AGREEMENT AS ORIGINAL LENDERS...Assignment Agreement • January 24th, 2024 • Bristow Group Inc. • Air transportation, nonscheduled
THIS AGREEMENT is dated 10 January 2023 as amended and restated pursuant to the Deed of Amendment and Restatement dated 22 January 2024 and made between:
Mr. Andrew Puhala Senior Vice President, Chief Financial Officer Era Group Inc.Letter Agreement • December 17th, 2015 • Era Group Inc. • Air transportation, nonscheduled
AMENDMENT NO. 5 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENTCredit Facility Agreement • March 8th, 2019 • Era Group Inc. • Air transportation, nonscheduled • New York
THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of the ___ day of June, 2018, by and among ERA GROUP INC., a corporation incorporated under the laws of the State of Delaware (hereinafter called the “Borrower”), the other Security Parties signatory hereto, SUNTRUST BANK, as administrative agent (the “Administrative Agent”), and the Lenders signatory hereto, and amends and is supplemental to the Amended and Restated Senior Secured Revolving Credit Facility Agreement, dated March 31, 2014 (as amended by that certain Amendment No. 1 to Amended and Restated Senior Secured Revolving Credit Facility Agreement, dated May 18, 2015, as further amended by that certain Consent and Amendment No. 2 to Amended and Restated Senior Secured Revolving Credit Facility Agreement, dated March 4, 2016, as further amended by that certain Consent and Amendment No. 3 to Amended and Restated Senior Secured Revolving Credit Facility Agr
ERA GROUP, INC.Stock Option Grant Agreement • March 6th, 2020 • Era Group Inc. • Air transportation, nonscheduled • Delaware
THIS STOCK OPTION GRANT AGREEMENT (the “Agreement”) dated as of January [__], 2013 (the "Agreement Date") sets forth the agreement of Era Group Inc., a Delaware corporation (the "Company"), to grant Stock Options to [•] a member of the Board of Directors of the Company (the "Non-Employee Director") to purchase shares of the Company's common stock, par value $.01 (the "Common Stock"), on the terms and subject to the conditions hereinafter provided.
CONTENTS Clause Page Active 62328571.1 i 1. Definitions and interpretation .... ............................................................................... .... 3 2. Amendment ..............................................................Bristow Group Inc. • May 27th, 2021 • Air transportation, nonscheduled
FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT AGREEMENT PURSUANT TO THE BRISTOW GROUP INC. 2019 MANAGEMENT INCENTIVE PLANRestricted Stock Unit Grant Agreement • November 5th, 2020 • Bristow Group Inc. • Air transportation, nonscheduled • Delaware
WHEREAS, on June 11, 2020, the Company completed its merger with Bristow Holdings U.S. Inc., a Delaware corporation (f/k/a Bristow Group Inc.) (“Legacy Bristow”), pursuant to which Legacy Bristow became a wholly-owned subsidiary of the Company pursuant to the terms of the Agreement and Plan of Merger dated as of January 23, 2020, as amended, by and among the Company, Ruby Redux Merger Sub, Inc. and Legacy Bristow;
LIMITED LIABILITY COMPANY AGREEMENT OF ERA AEROLEO LLCLimited Liability Company Agreement • April 22nd, 2013 • Era Group Inc. • Air transportation, nonscheduled • Delaware
LIMITED LIABILITY COMPANY AGREEMENT OF ERA AEROLEO LLC, dated as of June 17, 2011, entered into by Era Group Inc., a Delaware corporation ("Era Group"), as the sole member.
Ms. Shefali Shah Senior Vice President, General Counsel and Corporate Secretary Era Group Inc.Letter Agreement • December 17th, 2015 • Era Group Inc. • Air transportation, nonscheduled
VOTING AGREEMENTVoting Agreement • January 24th, 2020 • Era Group Inc. • Air transportation, nonscheduled • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of January 23, 2020, by and among Bristow Group Inc., a Delaware corporation (the “Company”), Era Group Inc., a Delaware corporation (“Parent”), and Solus Alternative Asset Management LP (“Solus”) on its own behalf and on behalf of certain funds and accounts managed by Solus and/or subsidiaries or Affiliates thereof (collectively, the “Stockholder”).
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • August 8th, 2017 • Era Group Inc. • Air transportation, nonscheduled • Texas
This SEPARATION AND CONSULTING AGREEMENT (the “Agreement”) is entered into as of the last date on the signature page(s) attached hereto, by and between Andrew Puhala (the “Employee”) and Era Helicopters, LLC, a Delaware limited liability company (the “Company”).
FORM OF STOCK OPTION GRANT AGREEMENT PURSUANT TO THE BRISTOW GROUP INC.Stock Option Grant Agreement • November 5th, 2020 • Bristow Group Inc. • Air transportation, nonscheduled • Delaware
WHEREAS, on June 11, 2020, the Company completed its merger with Bristow Holdings U.S. Inc., a Delaware corporation (f/k/a Bristow Group Inc.) (“Legacy Bristow”), pursuant to which Legacy Bristow became a wholly-owned subsidiary of the Company pursuant to the terms of the Agreement and Plan of Merger dated as of January 23, 2020, as amended, by and among the Company, Ruby Redux Merger Sub, Inc. and Legacy Bristow;
DATED 22 JANUARY 2024 BRISTOW AIRCRAFT LEASING LIMITED AS BORROWER AND BRISTOW GROUP INC. AS PARENT GUARANTOR AND BRISTOW U.S. LEASING LLC AS BULL AND BRISTOW HELICOPTERS LIMITED AS BHL AND THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 OF...Facility Agreement • January 24th, 2024 • Bristow Group Inc. • Air transportation, nonscheduled
THIS AGREEMENT is dated 10 January 2023 as amended and restated pursuant to the Deed of Amendment and Restatement dated 22 January 2024 and made between:
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 12th, 2012 • Era Group Inc. • Air transportation, nonscheduled • New York
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of this 30th day of December, 2011, by and between SEACOR HOLDINGS INC., a Delaware corporation (“CKH”), and ERA GROUP INC., a Delaware corporation (“ERA”).
BRISTOW U.S. LEASING LLC AS BORROWER THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 HERETO AS ORIGINAL LENDERS NATIONAL WESTMINSTER BANK PLC AS ARRANGER NATIONAL WESTMINSTER BANK PLC AS AGENT AND NATIONAL WESTMINSTER BANK PLC AS SECURITY...Search and Rescue • January 13th, 2023 • Bristow Group Inc. • Air transportation, nonscheduled
FORM OF TAX SHARING AGREEMENTTax Sharing Agreement • March 29th, 2012 • Era Group Inc. • Air transportation, nonscheduled • New York
Tax Sharing and Indemnification Agreement (the “Agreement”), dated as of [DATE], by and between SEACOR Holdings Inc., a Delaware corporation (“Seacor”), and Era Group Inc., a Delaware corporation (“Era”).
