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”).
FORM OF RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • December 18th, 2012 • Era Group Inc. • Air transportation, nonscheduled • Delaware
RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”), dated as of , 20__, (the “Date of Grant”) between Era Group Inc., a Delaware corporation (the “Company”), and (the “Grantee”).
FORM OF STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • December 18th, 2012 • Era Group Inc. • Air transportation, nonscheduled • Delaware
STOCK OPTION GRANT AGREEMENT (the “Agreement”) dated as of , 20__ (the “Date of Grant”) between Era Group Inc., a Delaware corporation (the “Company”), and (the “Grantee”),
AMENDED AND RESTATED TRANSITION SERVICES AGREEMENTAmended and Restated Transition Services Agreement • December 18th, 2012 • Era Group Inc. • Air transportation, nonscheduled • New York
THIS AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of this [ ] day of [ ], by and between SEACOR HOLDINGS INC., a Delaware corporation (“CKH”), and ERA GROUP INC., a Delaware corporation (“ERA”).
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").
