10-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 1-12289

SEACOR Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	13-3542736
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida	33316
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (954) 523-2200

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x  Yes    ¨  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨  Yes    x  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x  Yes    ¨  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x Accelerated filer  ¨ Non-accelerated filer  ¨ (Do not check if a smaller reporting company) Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨  Yes    x  No

The aggregate market value of the voting stock of the registrant held by non-affiliates as of June 30, 2011 was approximately $2,027,926,905 based on the closing price on the New York Stock Exchange on such date. The total number of shares of Common Stock issued and outstanding as of February 17, 2012 was 20,950,236.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement for its 2012 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to Regulation 14A within 120 days after the end of the Registrant’s last fiscal year is incorporated by reference into Part III of this Annual Report on Form 10-K.

SEACOR HOLDINGS INC.

FORM 10-K

TABLE OF CONTENTS

	PART I
Item 1.	Business	1
	General	1
	Segment and Geographic Information	2
	Offshore Marine Services	2
	Aviation Services	8
	Inland River Services	14
	Marine Transportation Services	19
	Environmental Services	21
	Commodity Trading and Logistics	23
	Other	24
	Government Regulation	25
	Industry Hazards and Insurance	33
	Employees	33
Item 1A.	Risk Factors	33
Item 1B.	Unresolved Staff Comments	47
Item 2.	Properties	47
Item 3.	Legal Proceedings	47
Item 4.	Mine Safety Disclosures	50
	Executive Officers of the Registrant	50
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	51
	Market for the Company’s Common Stock	51
	Performance Graph	52

	Issuer Repurchases of Equity Securities	53
	Issuance of Unregistered Securities	53
Item 6.	Selected Financial Data	54
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
	Overview	55
	Consolidated Results of Operations	57
	Liquidity and Capital Resources	85
	Effects of Inflation	91
	Contingencies	91
	Related Party Transactions	94
	Critical Accounting Policies and Estimates	95
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	99
Item 8.	Financial Statements and Supplementary Data	101
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	101
Item 9A.	Controls and Procedures	101
Item 9B.	Other Information	101
	PART III
Item 10.	Directors and Executive Officers and Corporate Governance	102
Item 11.	Executive Compensation	102
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	102
Item 13.	Certain Relationships and Related Transactions, and Director Independence	102
Item 14.	Principal Accountant Fees and Services	102
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	103

FORWARD-LOOKING STATEMENTS

Certain statements discussed in Item 1 (Business), Item 1A (Risk Factors), Item 3 (Legal Proceedings), Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), Item 7A (Quantitative and Qualitative Disclosures About Market Risk) and elsewhere in this Annual Report on Form 10-K as well as in other materials and oral statements that the Company releases from time to time to the public constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concerning management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters involve significant known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Such risks, uncertainties and other important factors are discussed in Item 1A (Risk Factors). In addition, these statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995. It should be understood that it is not possible to predict or identify all such factors. Consequently, the following should not be considered to be a complete discussion of all potential risks or uncertainties. The words “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission.

PART I

ITEM 1. BUSINESS

General

Unless the context indicates otherwise, the terms “we,” “our,” “ours,” “us” and the “Company” refer to SEACOR Holdings Inc. and its consolidated subsidiaries. “SEACOR” refers to SEACOR Holdings Inc., incorporated in 1989 in Delaware. “Common Stock” refers to the common stock, par value $.01 per share, of SEACOR. The Company’s fiscal year ended on December 31, 2011.

The Company is in the business of owning, operating, investing in and marketing equipment, primarily to support offshore oil and gas activity, industrial aviation, and inland and coastal marine transportation industries. The Company operates a worldwide fleet of vessels and helicopters servicing oil and gas exploration, development and production facilities and U.S.-flag product tankers that transport petroleum, chemicals and crude products primarily in the U.S. domestic “coastwise” trade. In addition, the Company operates a fleet of inland river barges and towboats transporting grain, liquids and other bulk commodities on the U.S. Inland River Waterways. The Company’s environmental services segment primarily provides emergency preparedness and response services to oil, chemical, industrial and marine transportation clients, and government agencies in the United States and abroad. The Company’s commodity trading and logistics segment is an integrated business involved in the purchase, storage, transportation and sale of energy and agricultural commodities.

SEACOR’s principal executive office is located at 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316, and its telephone number is (954) 523-2200. SEACOR’s website address is www.seacorholdings.com. The reference to SEACOR’s website is not intended to incorporate the information on the website into this Annual Report on Form 10-K.

The Company’s Corporate Governance policies, including the Board of Directors’ Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters are available, free of charge, on SEACOR’s website or in print for stockholders.

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All of the Company’s periodic report filings with the Securities and Exchange Commission (“SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available, free of charge, on SEACOR’s website, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports. These reports and amendments are available on SEACOR’s website as soon as reasonably practicable after the Company electronically files the reports or amendments with the SEC. They are also available at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information as to the operation of the SEC’s Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information.

Segment and Geographic Information

The Company’s operations are divided into six main business segments: Offshore Marine Services, Aviation Services, Inland River Services, Marine Transportation Services, Environmental Services and Commodity Trading and Logistics. The Company also has activities that are referred to and described under Other, which primarily consists of Harbor and Offshore Towing Services, various other investments in joint ventures and lending and leasing activities. Financial data for segment and geographic areas is reported in Part IV “Note 16. Major Customers and Segment Information” of this Annual Report on Form 10-K.

Offshore Marine Services

Business

Offshore Marine Services operates a diverse fleet of support vessels primarily servicing offshore oil and gas exploration, development and production facilities worldwide. The vessels deliver cargo and personnel to offshore installations; handle anchors and mooring equipment required to tether rigs to the seabed; tow rigs and assist in placing them on location and moving them between regions and carry and launch equipment such as remote operated vehicles or “ROVs” used underwater in drilling, well-completion and emergencies. In addition to supporting drilling activities, Offshore Marine Services’ vessels support offshore construction and maintenance work, provide accommodations for technicians and specialists, provide standby safety support and emergency response services. On December 22, 2011, Offshore Marine Services acquired a controlling interest in a business that owns and operates vessels primarily used to move personnel and supplies to offshore wind farms. Offshore Marine Services also offers logistics services in support of offshore oil and gas exploration, development and production operations, including shore bases, marine transport and other supply chain management services. Offshore Marine Services contributed 18%, 19% and 33% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

Subsequent to December 31, 2011, the Company reached an agreement to acquire 18 lift boats from Superior Energy Services, LLC and affiliates for $134.0 million plus a to be determined amount for working capital. The agreement is subject to certain conditions, including regulatory approval, and is expected to be completed prior to the end of the second quarter of 2012.

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Equipment and Services

The following tables identify the types of vessels that comprise Offshore Marine Services’ fleet as of December 31 for the indicated years. “Owned” are those majority owned by the Company. “Joint Ventured” are those owned by entities in which the Company does not have a controlling interest. “Leased-in” may be either vessels contracted from leasing companies to which the Company may have sold such vessels, or vessels chartered-in from other third party owners. “Pooled” are owned by entities not affiliated with Offshore Marine Services with the revenues or results of operations of these vessels being shared with the revenues or results of operations of certain vessels of similar type owned by Offshore Marine Services based upon an agreed formula. “Managed” are owned by entities not affiliated with the Company but operated by Offshore Marine Services for a fee. See Glossary of Vessel Types below for an explanation of the services they perform.

											Owned Fleet
	Owned(1)		Joint Ventured		Leased-in		Pooled or Managed		Total		Average Age		U.S.- Flag		Foreign- Flag
2011
Anchor handling towing supply		14		2		3		—		19		11		12		2
Crew		32		7		7		3		49		12		17		15
Mini-supply		5		1		2		—		8		11		1		4
Standby safety		25		1		—		—		26		31		—		25
Supply		10		—		10		10		30		9		6		4
Towing supply		2		1		2		—		5		9		—		2
Specialty		3		5		—		3		11		15		—		3
Wind farm utility		28		—		1		—		29		3		—		28
		119		17		25		16		177		14		36		83
2010
Anchor handling towing supply		15		2		2		1		20		9		13		2
Crew		40		2		7		3		52		12		21		19
Mini-supply		5		1		3		—		9		10		1		4
Standby safety		25		1		—		—		26		31		—		25
Supply		11		—		7		9		27		8		7		4
Towing supply		4		1		2		1		8		13		—		4
Specialty		4		5		—		3		12		20		—		4
		104		12		21		17		154		16		42		62
2009
Anchor handling towing supply		18		1		1		3		23		9		15		3
Crew		41		2		11		3		57		12		25		16
Mini-supply		6		—		5		—		11		10		3		3
Standby safety		24		1		—		—		25		32		—		24
Supply		11		—		8		8		27		7		7		4
Towing supply		7		3		2		1		13		8		—		7
Specialty		4		5		—		—		9		19		—		4
		111		12		27		15		165		15		50		61

(1) Excludes one vessel acquired in 2010 but not operational until 2012.

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The following table indicates average fleet age of owned vessels in years as of December 31, excluding wind farm utility vessels:

	2011		2010		2009
Excluding standby safety vessels		11		12		11
Including standby safety vessels		17		16		15

Glossary of Vessel Types

Anchor handling towing supply (“AHTS”) vessels are used primarily to support offshore drilling activities in the towing, positioning and mooring of drilling rigs and other marine equipment. AHTS vessels are also used to transport supplies and equipment from shore bases to offshore drilling rigs, platforms and other installations. The defining characteristics of AHTS vessels are horsepower (“bhp”), size of winch in terms of “line pull” and wire storage capacity. Offshore Marine Services’ fleet of AHTS vessels has varying capabilities and supports offshore mooring activities in water depths ranging from 300 to 8,000 feet. Most modern AHTS vessels are equipped with dynamic positioning (“DP”) systems¹ to enable them to maintain a fixed position in close proximity to a rig or platform. As of December 31, 2011, of the 14 owned AHTS vessels, eight were equipped with DP-2 and two were equipped with DP.

Crew boats are used primarily to move cargo and personnel to and from offshore drilling rigs, platforms and other installations. Historically, crew boats transported people and were also used to deliver “light” cargo such as personal effects, small machinery and small quantities of fuel and water. These boats also served as field standby vessels, moving personnel between platforms and providing emergency stand-by services. Older crew boats are generally 100 to 130 feet in length and are capable of 20 knots speed in light conditions and calm seas. Vessels built since 1998, also referred to as Fast Support Vessels (“FSVs”), range from 130 to 200 feet in length and are capable of speeds between 25 and 35 knots and have enhanced cargo carrying capacities enabling them to support both drilling operations and production services. Newer FSVs support deepwater drilling and production and are equipped with DP-2, firefighting equipment and ride control systems for greater comfort and performance. As of December 31, 2011, of the 32 owned crew vessels, five were equipped with DP-2 and five were equipped with DP.

Mini-supply vessels are approximately 145 to 165 feet in length and typically carry deck cargo, liquid mud, methanol, diesel fuel and water. These vessels are typically used to support construction projects, maintenance work, certain drilling support activities and production support. In this vessel class, the new generation of vessels is also equipped with DP capability. As of December 31, 2011, of the five owned mini-supply vessels, three were equipped with DP.

Standby safety vessels typically remain on location proximate to offshore rigs and production facilities to respond to emergencies. These vessels carry special equipment to rescue personnel and are equipped to provide first aid and shelter. These vessels sometimes perform a dual role, also functioning as supply vessels.

Supply vessels and towing supply vessels are generally more than 200 feet in length and are used to deliver cargo to rigs and platforms where drilling and work-over activity is underway or to support construction work by delivering pipe to vessels performing underwater installations. Supply vessels are distinguished from other vessels by the total carrying capacity (expressed as deadweight: “dwt”), available area of clear deck space, below-deck capacity for storage of mud and cement used in the drilling process and tank storage for water and fuel oil. Larger supply vessels usually have deck fittings to assist in handling cargo and are often fitted with a

¹  The most technologically advanced DP systems have enhanced redundancy in the vessel’s power, electrical, computer and reference systems enabling vessels to maintain accurate position-keeping even in the event of failure of one of those systems (“DP-2”) and, in some cases, additionally in the event of fire and flood (“DP-3”).

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crane. The ability to hold station in open water and moderately rough seas is a key factor in differentiating supply vessels. To improve station keeping ability, most modern supply vessels have DP capabilities. Accommodations are also an important feature of supply vessels. As drilling becomes more complex, supply vessels often house third-parties who are specialists in various phases of the drilling process. Towing supply vessels perform similar cargo delivery functions to those handled by supply vessels. They are, however, equipped with more powerful engines (4,000 – 8,000 bhp) and winches, giving them the added capability to perform general towing functions, buoy setting and limited anchor handling work. As of December 31, 2011, of the twelve owned supply and towing vessels, four were equipped with DP-2 and four were equipped with DP.

Specialty vessels include anchor handling tugs; lift boats; accommodation, line handling and other vessels. These vessels generally have specialized features adapting them to specific applications including offshore maintenance and construction services, freight hauling services and accommodation services.

Wind farm utility vessels are used primarily to move personnel and supplies to offshore wind farms. There are two main types of vessels; Windcats and Windspeeds. The Windcat series feature a catamaran hull with flush foredeck, providing a stable platform from which personnel can safely transfer to turbine towers, and are capable of speeds between 25 and 31 knots. The Windspeed series are rapid response vessels with a maximum speed of 38 knots, for light work during the construction and operational periods of offshore wind farms. All the wind farm utility vessels have been built since 2004.

As of December 31, 2011, in addition to its existing fleet, Offshore Marine Services had new construction projects in progress including one U.S.-flag, DP-2 AHTS vessel scheduled for delivery in the second quarter of 2012; two foreign-flag, DP-3 catamarans scheduled for delivery in the first and third quarters of 2013; two U.S.-flag, DP-2 FSVs scheduled for delivery between the first and third quarters of 2014; two foreign-flag supply vessels scheduled for delivery between the first and second quarters of 2012 and one foreign-flag wind farm utility vessel scheduled for delivery in the second quarter of 2012. Subsequent to December 31, 2011 Offshore Marine Services placed a firm order for the construction of four U.S.-flag, DP-2 supply vessels for delivery between the third quarter of 2013 and first quarter of 2015.

Markets

The demand for vessels supporting the offshore oil and gas industry is affected by the level of exploration and drilling activities, which in turn is influenced by a number of factors including:

• expectations as to future oil and gas commodity prices;

• customer assessments of offshore drilling prospects compared with land-based opportunities;

• customer assessments of cost, geological opportunity and political stability in host countries;

• worldwide demand for oil and natural gas;

• the ability of The Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing;

• the level of production of non-OPEC countries;

• the relative exchange rates for the U.S. dollar; and

• various United States and international government policies regarding exploration and development of oil and gas reserves.

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Offshore Marine Services operates vessels in six principal geographic regions. From time to time, vessels are relocated between these regions to meet customer demand for equipment. The table below sets forth vessel types by geographic market as of December 31 for the indicated years. Offshore Marine Services sometimes participates in joint venture arrangements in certain geographical locations in order to enhance marketing capabilities and facilitate operations in certain foreign markets allowing for the expansion of its fleet and operations while diversifying risks and reducing capital outlays associated with such expansion.

	2011		2010		2009
United States, primarily U.S. Gulf of Mexico:
Anchor handling towing supply		12		12		12
Crew		24		28		31
Mini-supply		3		4		7
Supply		9		9		8
Towing supply		2		2		2
Specialty		2		2		2
		52		57		62
Africa, primarily West Africa:
Anchor handling towing supply		5		5		3
Crew		8		8		11
Mini-supply		2		—		—
Supply		3		3		5
Towing supply		2		3		5
Specialty		2		2		2
		22		21		26
Middle East:
Crew		7		8		7
Mini-supply		2		4		4
Supply		3		3		4
Towing supply		—		2		3
Specialty		2		3		4
		14		20		22
Brazil, Mexico, Central and South America:
Anchor handling towing supply		1		1		6
Crew		6		6		6
Mini-supply		1		1		—
Supply		14		11		9
Specialty		4		4		1
		26		23		22
Europe, primarily North Sea:
Standby safety		26		26		25
Wind farm utility		29		—		—
		55		26		25
Asia:
Anchor handling towing supply		1		2		2
Crew		4		2		2
Supply		1		1		1
Towing Supply		1		1		3
Specialty		1		1		—
		8		7		8
Total Foreign Fleet		125		97		103
Total Fleet		177		154		165

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United States, primarily U.S. Gulf of Mexico. As of December 31, 2011, 52 vessels were operating in the U.S. Gulf of Mexico, including 28 owned, 18 leased-in, three joint ventured, two pooled and one managed. Offshore Marine Services’ expertise in this market is deepwater anchor handling with its fleet of AHTS vessels, and exploration and production support with its fleet of crew and mini-supply vessels. Over the last few years, the market has split between the traditional shallow water shelf and the deepwater markets. In both markets, customers focus on price once they have identified a reliable operator who can provide available vessels with suitable capabilities for the job.

Africa, primarily West Africa. As of December 31, 2011, 22 vessels were operating in West Africa, including twelve owned, three leased-in, four joint ventured, one pooled and two managed. Offshore Marine Services operates primarily in Angola and Ghana, servicing large-scale, multi-year projects for major oil companies. The other vessels in this region operate from ports in the Republic of the Congo, Gabon and Equatorial Guinea.

Middle East. As of December 31, 2011, 14 vessels were operating in the Middle East region, including eleven owned, one leased-in and two joint ventured. Offshore Marine Services’ vessels operating in this area generally support activities in Azerbaijan, Egypt and countries along the Arabian Gulf and Arabian Sea, including the United Arab Emirates, Qatar and India.

Brazil, Mexico, Central and South America. As of December 31, 2011, 17 vessels were operating in Brazil, including seven owned and ten managed, eight vessels were operating in Mexico, including one owned, two leased-in and five joint ventured. In addition, one owned vessel was operating in Trinidad & Tobago.

Europe, primarily North Sea. As of December 31, 2011, 55 vessels were operating in the North Sea, including 53 owned, one leased-in and one joint ventured. The North Sea fleet provides standby safety and supply services. Demand in the North Sea market for standby services developed in 1991 after the United Kingdom passed legislation requiring offshore operators to maintain higher specification standby safety vessels. The legislation requires a vessel to “stand by” to provide a means of evacuation and rescue for platform and rig personnel in the event of an emergency at an offshore installation. Demand for wind farm utility vessels has developed as a result of the recent growth in offshore wind turbines in the North Sea.

Asia. As of December 31, 2011, eight vessels were operating in Asia, including six owned and two joint ventured. Offshore Marine Services’ vessels operating in this area generally support exploration programs. To date, Offshore Marine Services’ largest markets in this area have been Vietnam and Indonesia.

Customers and Contractual Arrangements

The Offshore Marine Services segment earns revenues primarily from the time charter and bareboat charter of vessels to customers based upon daily rates of hire. Under a time charter, Offshore Marine Services provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, Offshore Marine Services provides a vessel to a customer and the customer assumes responsibility for all operating expenses and all risk of operation. Vessel charters may range from several days to several years. In the U.S. Gulf of Mexico, time charter durations and rates are typically established in the context of master service agreements that govern the terms and conditions of charter.

Offshore Marine Services’ principal customers are major integrated oil companies, large independent oil and gas exploration and production companies and emerging independent companies. Consolidation of oil and gas companies through mergers and acquisitions over the past several years has reduced Offshore Marine Services’ customer base. In 2011, no single customer of Offshore Marine Services was responsible for 10% or more of consolidated operating revenues. The ten largest customers of Offshore Marine Services accounted for approximately 50% of Offshore Marine Services’ operating revenues. The loss of one or a few of these customers could have a material adverse effect on Offshore Marine Services’ results of operations.

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Competitive Conditions

Each of the markets in which Offshore Marine Services operates is highly competitive. The most important competitive factors are pricing and the availability and specifications of equipment to fit customer requirements. Other important factors include service, reputation, flag preference, local marine operating conditions, the ability to provide and maintain logistical support given the complexity of a project and the cost of moving equipment from one geographical location to another.

Offshore Marine Services has numerous competitors in each of the geographical regions in which it operates, ranging from international companies that operate in many regions to smaller local companies that typically concentrate their activities in one specific region.

Risks of Foreign Operations

For the years ended December 31, 2011, 2010 and 2009, 69%, 53% and 63%, respectively, of Offshore Marine Services’ operating revenues were derived from its foreign operations.

Foreign operations are subject to inherent risks, which, if they materialize, could have a material adverse effect on Offshore Marine Services’ financial position and its results of operations. See the risk factor regarding “Risks from the Company’s International Operations” in “Item 1A. Risk Factors.”

Aviation Services

Business

Aviation Services is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the United States, which is its primary area of operation. Aviation Services is primarily engaged in transportation services to the offshore oil and gas exploration, development and production industry. Its major customers are major integrated and independent oil and gas companies and U.S. government agencies. In addition to serving the oil and gas industry, Aviation Services provides air medical services, firefighting support, flightseeing tours in Alaska, and emergency search and rescue services.

Aviation Services operates a fixed base operation (“FBO”) at Ted Stevens Anchorage International Airport and a Federal Aviation Administration (“FAA”) approved maintenance repair station in Lake Charles, Louisiana. Aviation Services has an interest in a sales and manufacturing organization based in Canada that engineers, manufactures and distributes after-market helicopter parts and accessories, and has an interest in a training center based in Lake Charles, Louisiana, that provides instruction, flight simulator and other training service.

Aviation Services contributed 12%, 9% and 14% of consolidated operating revenues in 2011, 2010 and 2009 respectively.

Aviation Services’ business is conducted through Era Group Inc., which filed a registration statement with the U.S. Securities and Exchange Commission (“SEC”) on November 23, 2011, with the intention of proceeding with an initial public offering of a portion of its shares, contingent upon, among other things, appropriate market conditions and receipt of certain approvals. Following any such offering, SEACOR would retain majority voting control over Era Group Inc. There is no assurance that an offering will be consummated. For information about the offering, refer to the most recent registration statement on Form S-1 filed by Era Group Inc. with the SEC, which can be found on the SEC’s website (www.SEC.gov).

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Equipment and Services

The following tables identify the types of aircraft that comprise Aviation Services’ fleet as of December 31 for the indicated years. “Owned” are those majority owned by the Company. “Joint Ventured” are those owned by entities in which the Company does not have a controlling interest. “Leased-in” are those leased-in under operating leases. “Managed” are those owned by entities not affiliated with the Company but operated by Aviation Services for a fee. As of December 31, 2011, 127 aircraft were located in the United States and 48 were located in foreign jurisdictions.

	Owned(1)		Joint Ventured		Leased-in		Managed		Total		Max. Pass.(2)		Cruise Speed (mph)		Approx. Range (miles)		Average Age(3) (years)
2011
Light helicopters – single engine:
A119		17		6		—		—		23		7		161		270		5
AS350		32		—		3		—		35		5		138		361		15
		49		6		3		—		58
Light helicopters – twin engine:
A109		7		—		—		2		9		7		161		405		6
BK-117		3		—		4		4		11		9		150		336		27
BO-105		4		—		—		—		4		4		138		276		21
EC135		13		—		2		—		15		7		138		288		4
EC145		3		—		—		3		6		9		150		336		3
		30		—		6		9		45
Medium helicopters:
AW139		25		1		—		—		26		12		173		426		3
Bell 212		14		—		—		—		14		11		115		299		33
Bell 412		6		—		—		—		6		11		138		352		30
Sikorsky 76 A/A++		6		—		2		2		10		12		155		348		25
Sikorsky 76 C/C++		8		—		—		1		9		12		161		348		5
		59		1		2		3		65
Heavy helicopters:
EC225		7		—		—		—		7		19		162		582		3
Total Fleet		145		7		11		12		175

(1) Excludes one BO-105 removed from service, one EC225, two EC135s and four AW139s delivered in 2011 but not operational until 2012.

(2) In typical configuration for Aviation Services’ operations.

(3) For owned fleet.

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	Owned(1)		Joint Ventured		Leased-in(2)		Managed		Total		Max. Pass.(3)		Cruise Speed (mph)		Approx. Range (miles)		Average Age(4) (years)
2010
Light helicopters – single engine:
A119		17		6		—		—		23		7		161		270		5
AS350		34		—		3		—		37		5		138		361		14
		51		6		3		—		60
Light helicopters – twin engine:
A109		7		—		—		2		9		7		161		405		4
BK-117		3		—		4		4		11		9		150		336		26
BO-105		7		—		—		—		7		4		138		276		23
EC135		10		—		2		—		12		7		138		288		5
EC145		3		—		—		3		6		9		150		336		2
		30		—		6		9		45
Medium helicopters:
AW139		22		—		—		—		22		12		173		426		3
Bell 212		15		—		—		—		15		11		115		299		32
Bell 412		6		—		—		—		6		11		138		352		29
Sikorsky 76 A/A++		6		—		2		2		10		12		155		348		24
Sikorsky 76 C/C++		8		—		—		1		9		12		161		348		4
		57		—		2		3		62
Heavy helicopters:
S61		3		—		—		—		3		19		138		497		41
EC225		6		—		—		—		6		19		162		582		2
		9		—		—		—		9
Total Fleet		147		6		11		12		176

(1) Excludes one EC-120 removed from service and one A119 that was not placed into service until 2011. During 2010, one S76A and one BO-105 were removed from service and disassembled for spare parts.

(2) Excludes three EC-120s removed from service.

(3) In typical configuration for Aviation Services’ operations.

(4) For owned fleet.

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	Owned(1)		Joint Ventured		Leased-in(2)		Managed		Total		Max. Pass.(3)		Cruise Speed (mph)		Approx. Range (miles)		Average Age(4) (years)
2009
Light helicopters – single engine:
A119		17		6		—		—		23		7		161		270		3
AS350		34		—		3		—		37		5		138		361		13
		51		6		3		—		60
Light helicopters – twin engine:
A109		7		—		—		2		9		7		161		405		4
BK-117		3		—		4		6		13		9		150		336		25
BO-105		10		—		—		—		10		4		138		276		22
EC135		10		—		2		—		12		7		138		288		4
EC145		3		—		—		—		3		9		150		336		1
		33		—		6		8		47
Medium helicopters:
AW139		18		—		—		—		18		12		173		426		2
Bell 212		15		—		—		—		15		11		115		299		31
Bell 412		6		—		—		—		6		11		138		352		28
Sikorsky 76 A/A++		6		—		3		2		11		12		155		348		24
Sikorsky 76 C/C++		8		—		—		1		9		12		161		348		3
		53		—		3		3		59
Heavy helicopters:
S61		3		—		—		—		3		19		138		497		40
EC225		5		—		—		—		5		19		162		582		1
		8		—		—		—		8
Total Fleet		145		6		12		11		174

(1) Excludes one EC-120, one BK-117 and one BO-105 removed from service. Excludes one BK-117 that was removed from service as of December 31, 2009 disassembled for spare parts in 2010.

(2) Excludes three EC-120s removed from service.

(3) In typical configuration for Aviation Services’ operations.

(4) For owned fleet.

Glossary of Helicopter Types:

• Heavy helicopters, which have twin engines and a typical passenger capacity of 19, are primarily used in support of the deepwater offshore oil and gas industry, frequently in harsh environments or in areas with long distances from shore, such as those in the North Sea and Australia. Heavy helicopters are also used to support search and rescue operations.

• Medium helicopters, which mostly have twin engines and a typical passenger capacity of eleven to twelve, are primarily used to support the offshore oil and gas industry, search and rescue and air medical services, firefighting activities and corporate uses.

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• Light helicopters, which may have single or twin engines and a typical passenger capacity of four to nine, are used to support a wide range of activities, including shallow-water oil and gas exploration, development and production, the mining industry, power line and pipeline surveying, air medical services, tourism and corporate uses.

Medium and heavy helicopters fly longer distances at higher speeds, can carry heavier payloads than light helicopters and are usually equipped with sophisticated avionics permitting them to operate in more demanding weather conditions and difficult climates. Medium and heavy helicopters are most commonly used for crew changes on large offshore production facilities and drilling rigs servicing the oil and gas industry. They are the preferred helicopter in international offshore markets, where facilities tend to be larger, the drilling locations more remote, and onshore infrastructure more limited.

As of December 31, 2011, in addition to its existing fleet, Aviation Services had one Eurocopter EC225, two Eurocopter EC135s and four AgustaWestland AW139s that were delivered in 2011 and will become operational in 2012. As of December 31, 2011, Aviation Services had placed orders for twelve new helicopters, consisting of one EC225 heavy helicopter, four AW139 medium helicopters, five AgustaWestland AW169 light twin helicopters and two EC135 light twin helicopters. The EC225, the AW139s and the EC135s are scheduled to be delivered in 2012. Delivery dates for the AW169s have yet to be determined. In addition, Aviation Services had outstanding options to purchase up to an additional 15 AW139 medium helicopters. If these options are exercised, the helicopters will be delivered beginning in 2012 through 2015.

Markets

Aviation Services’ current principal markets for its transportation and search and rescue services supporting the offshore oil and gas exploration, development and production industry are in the U.S. Gulf of Mexico and Alaska. In addition, Aviation Services currently conducts international operations in support of oil and gas exploration, development and production activity, primarily in Brazil, parts of Europe, Asia and Mexico.

Demand for helicopters in support of the offshore oil and gas exploration, development and production, both in the United States and internationally, is affected by the level of offshore exploration and drilling activities, which in turn is influenced by a number of factors, including:

• expectations as to future oil and gas commodity prices;

• customer assessments of offshore drilling prospects compared with land-based opportunities;

• customer assessments of cost, geological opportunity and political stability in host countries;

• worldwide demand for oil and natural gas;

• the ability of OPEC to set and maintain production levels and pricing;

• the level of production of non-OPEC countries;

• the relative exchange rates for the U.S. dollar; and

• various United States and international government policies regarding exploration and development of oil and gas reserves.

Helicopter services to the oil and mining industries in Alaska are provided on a contract or charter basis from bases in Valdez, Anchorage, the Kenai area and Deadhorse. In addition to supporting oil company activities in the Cook Inlet and along the North Slope of Alaska, Aviation Services operates an FBO at Ted Stevens Anchorage International Airport, provides summer flightseeing tours and supports inland firefighting and mining operations. Aviation Services’ air medical services operations are primarily in the northeastern United States and Florida. In addition, Aviation Services contract-leases helicopters primarily to foreign operators in a number of locations in support of a wide variety of activities, and, in some instances, supports their operations with technical assistance, maintenance programs and sourcing of parts.

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Seasonality

A significant portion of Aviation Services’ operating revenues and profits related to oil and gas industry activity is dependent on actual flight hours. The fall and winter months have fewer hours of daylight, particularly in Alaska and the North Sea, and flight hours are generally lower at these times. In addition, prolonged periods of adverse weather in the fall and winter months, coupled with the effect of fewer hours of daylight, can adversely impact operating results. In general, the months of December through February in the U.S. Gulf of Mexico and October through April in Alaska have more days of adverse weather conditions than the other months of the year. In the U.S. Gulf of Mexico, June through November is tropical storm season. During a tropical storm, Aviation Services is unable to operate in the area of the storm. However, flight activity may increase immediately before and after a storm due to the evacuation and return of offshore workers. The Alaska flight-seeing operation is also seasonal with activity occurring only from late May until early September. There is less seasonality in Aviation Services’ contract-leasing activities.

Customers and Contractual Arrangements

Aviation Services’ principal customers in the U.S. Gulf of Mexico are major integrated and independent exploration and production companies and U.S. government agencies, primarily The Bureau of Safety and Environmental Enforcement (“BSEE”), a division of the U.S Department of the Interior. In Alaska, Aviation Services’ principal customers are oil and gas companies, mining companies and cruise line passengers. Internationally, Aviation Services typically contract-leases helicopters to local companies that operate Aviation Services’ helicopters under their own operating certificates. These companies in turn provide helicopter transportation services to oil and gas companies and other governmental agencies.

Aviation Services charters the majority of its helicopters through master service agreements, subscription agreements, day-to-day charter arrangements and contract-leases. Master service agreements and subscription agreements typically require a fixed monthly fee plus incremental payments based on hours flown. These agreements have fixed terms ranging from one month to five years and generally may be cancelled upon 30-days notice. Day-to-day charter arrangements call for either a combination of a daily fixed fee plus a charge based on hours flown or an hourly rate with a minimum number of hours to be charged. Contract-leases generally run from two to five years with no early cancellation provisions and can include only the equipment, or can include the equipment, logistical and maintenance support, insurance and personnel, or a combination thereof. Aviation Services’ oil and gas contracts typically contain terms that limit its exposure to increases in fuel costs over a pre-agreed level. Fuel costs in excess of these levels are passed through to customers. With respect to flightseeing aircraft, block space is allocated to cruise lines and seats are sold directly to customers. Aviation Services’ fixed based operation sells fuel on an ad hoc basis. Air medical services are provided under contracts with hospitals that typically include either a fixed monthly and hourly rate structure or a fee per completed flight. Other markets include international oil and gas industry support activities, agricultural support and general aviation activities.

In 2011, no single customer of Aviation Services was responsible for 10% or more of consolidated operating revenues. The ten largest customers of Aviation Services accounted for approximately 59% of Aviation Services’ operating revenues in 2011. The loss of one or a few of its customers could have a material adverse effect on Aviation Services’ results of operations.

Competitive Conditions

The helicopter industry is highly competitive. The primary barriers to effective competitive entry include existing customer relationships, an established safety record, knowledge of site characteristics and access to appropriate facilities. Customers evaluate Aviation Services against its competitors based on a number of factors, including price; safety record; reliability of service; availability, adaptability and type of equipment; flexibility to provide incremental aircraft and different models from those primarily required and operational experience.

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In the U.S. Gulf of Mexico, Aviation Services has many competitors, including several customers that operate their own helicopter fleets and smaller companies that offer services similar to those offered by Aviation Services. In Alaska, Aviation Services competes against a large number of operators and in Brazil, Aviation Services has several primary competitors.

In air medical services, there are several major competitors with fleets dedicated to air medical operations. Aviation Services competes against national and regional firms, and there is usually more than one competitor in each local market. In addition, Aviation Services competes against hospitals that operate their own helicopters and, in some cases, against ground ambulances.

Aviation Services’ contract-leasing business competes against financial leasing companies.

Risks of Foreign Operations

Aviation Services operates worldwide. For the years ended December 31, 2011, 2010 and 2009, 28%, 24% and 15%, respectively, of Aviation Services’ operating revenues were derived from its foreign operations.

Foreign operations are subject to inherent risks, which, if they materialize, could have a material adverse effect on Aviation Services’ financial position and its results of operations. See the risk factor regarding “Risks from the Company’s International Operations” in “Item 1A. Risk Factors.”

Inland River Services

Business

Inland River Services owns, operates, invests in and markets river transportation equipment primarily used for moving agricultural and industrial commodities, and chemical and petrochemical products, on the U.S. Inland River Waterways, primarily the Mississippi River, Illinois River, Tennessee River, Ohio River and their tributaries, and the Gulf Intracoastal Waterways. Inland River Services owns towboats used for moving barges, fleeting operations and deck barges. Internationally, Inland River Services has interests in a transshipment terminal at the Port of Ibicuy, Argentina and operations on the Parana-Paraguay Rivers in Argentina and the Magdalena River in Colombia. In addition to its primary barge business, Inland River Services also has interests in high-speed multi-modal terminal facilities and provides a broad range of services including machine shop, gear and engine repairs, repair of barges and towboats at strategic locations on the U.S. Inland River Waterways.

Inland River Services contributed 9%, 6% and 9% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

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Equipment and Services

The following tables identify the types of equipment that comprise Inland River Services’ fleet as of December 31 for the indicated years. “Owned” are those majority owned by the Company. “Joint Ventured” are those owned by entities in which the Company does not have a controlling interest. “Leased-in” are those leased-in under operating leases. “Pooled or Managed” are owned by entities not affiliated with Inland River Services with operating revenues and voyage expenses pooled with certain barges of similar type owned by Inland River Services and the net results allocated to participants based upon the number of days the barges participate in the pool or are owned by entities not affiliated with the Company but operated by Inland River Services for a fee. For “Pooled” barges, each barge owner is responsible for the costs of insurance, maintenance and repair as well as for capital and financing costs of its own equipment in the pool.

	Owned(1)		Joint Ventured		Leased-in		Pooled or Managed		Total
2011
Inland river dry cargo barges		689		172		2		633		1,496
Inland river liquid tank barges		69		—		—		8		77
Inland river deck barges		20		—		—		—		20
Inland river towboats		16		15		—		—		31
Dry cargo vessel(2)		—		1		—		—		1
		794		188		2		641		1,625
2010
Inland river dry cargo barges		634		172		2		580		1,388
Inland river liquid tank barges		68		—		2		10		80
Inland river deck barges		26		—		—		—		26
Inland river towboats		17		15		—		—		32
Dry cargo vessel(2)		—		1		—		—		1
		745		188		4		590		1,527
2009
Inland river dry cargo barges		581		262		2		550		1,395
Inland river liquid tank barges		51		34		2		—		87
Inland river deck barges		26		—		—		—		26
Inland river towboats		17		12		—		—		29
Dry cargo vessel(2)		—		1		—		—		1
		675		309		4		550		1,538

(1) Excludes three dry cargo barges and two towboats delivered in 2011 but not operational until 2012.

(2) Argentine-flag.

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The table below sets forth equipment types by geographic market as of December 31 for the indicated years.

	2011		2010		2009
United States:
Inland river dry cargo barges		1,318		1,216		1,283
Inland river liquid tank barges		73		80		87
Inland river deck barges		20		26		26
Inland river towboats
4,000 hp – 6,250 hp		9		9		9
3,300 hp – 3,900 hp		1		1		1
1,700 hp – 3,200 hp		12		13		13
		1,433		1,345		1,419
South America:
Inland river dry cargo barges		178		172		112
Inland river liquid tank barges		4		—		—
Inland river towboats
4,000 hp – 6,250 hp		7		7		4
1,700 hp – 3,200 hp		2		2		2
Dry-cargo vessel		1		1		1
		192		182		119
		1,625		1,527		1,538

As of December 31 of the indicated year, the average age (in years) of Inland River Services’ owned and joint ventured fleet was as follows:

	2011		2010		2009
Dry cargo barges		6		6		6
Liquid tank barges – 10,000 barrel		15		14		19
Liquid tank barges – 30,000 barrel		11		10		9
Deck barges		4		3		2
Towboats(1)		37		37		35

(1) Towboats have been upgraded and maintained to meet or exceed current industry standards.

Inland barges are unmanned and are moved on the U.S. Inland River Waterways by towboats. The combination of a towboat and dry cargo barges is commonly referred to as a “tow.” The Inland River Services dry cargo fleet consists of hopper barges, which can be “open tops” for the transport of commodities that are not sensitive to water such as coal, aggregate and scrap, or covered for the transport of products such as grain, ores, alloys, cements and fertilizer. Each dry cargo barge in the Inland River Services’ fleet is capable of transporting approximately 1,500 to 2,000 tons (1,350 to 1,800 metric tons) of cargo. The carrying capacity of a barge at any particular time is determined by water depth in the river channels and hull depth of the barge. Adverse river conditions, such as high water resulting from excessive rainfall or low water caused by drought, can also impact operations by limiting the speed at which tows travel the U.S. Inland River Waterways, the number of barges included in tows and the quantity of cargo that is loaded in the barges.

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A typical dry cargo voyage begins by shifting a clean, empty barge from a fleeting location to a loading facility. The barge is then moved from the loading location and assembled into a tow before proceeding to its discharge destination. After unloading, it is shifted to a fleeting area for cleaning and service, if needed, before being placed again at a load facility. Typically, grain cargos move southbound and non-grain cargos move northbound. Generally, Inland River Services attempts to coordinate the logistical match-up of northbound and southbound movements of cargo to minimize repositioning costs.

Inland River Services’ fleet of 10,000 barrel liquid tank barges transports liquid bulk commodities such as lube oils, solvents and glycols. The operations of these barges are similar to those of the dry cargo barges described above. Inland River Services’ fleet of 30,000 barrel liquid tank barges transports refined petroleum products and black oil products and are normally chartered-out as “unit tows” consisting of two to three barges along with a towboat working in patterns prescribed by the customer. Inland River Services is responsible for providing manpower for the towboats working in such operations.

As of December 31, 2011, in addition to its existing fleet, Inland River Services had new construction projects in progress for four 30,000 barrel liquid tank barges and three 10,000 barrel liquid tank barges all scheduled for delivery in 2012.

Markets

The market for Inland River Services is driven by supply and demand economics, which impacts prices, utilization and margins achieved by Inland River Services’ assets. The relationship between supply and demand reflects many factors, including:

• the level of domestic and international production of the basic agricultural products to be transported (in particular, the yield from grain harvests);

• the level of domestic and international consumption of agricultural products and the effect of these levels on the volumes of products that are physically moved into the export markets;

• the level of domestic and worldwide demand for iron ore, steel, steel by-products, coal, ethanol, petroleum and other bulk commodities;

• the strength or weakness of the U.S. dollar; and

• the cost of ocean freight and the cost of fuel.

Within the United States and international markets, other local factors also have an effect on pricing and margins, including:

• the supply of barges available to move the products;

• the cost of qualified wheelhouse personnel;

• the ability to position the barges to maximize efficiencies and utility in moving cargos both northbound and southbound;

• the cost of alternative forms of transportation (primarily rail) and capacities at export facilities;

• general operating logistics on the river network including size and operating status of locks and dams;

• the effect of river levels on the loading capacities of the barges in terms of draft restrictions; and

• foreign and domestic laws and regulations.

Seasonality

During harsh winters the upper Mississippi River usually closes to barge traffic from mid-December to mid-March. Ice often hinders the navigation of barge traffic on the mid-Mississippi River, the Illinois River and the upper Ohio River during the same period. The volume of grain transported from the Midwest to the U.S. Gulf

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of Mexico, which is primarily for export, is greatest during the harvest season from mid-August through late November. The harvest season is particularly significant to Inland River Services because pricing tends to peak during these months in response to higher demand for equipment.

Customers and Contractual Arrangements

The principal customers for Inland River Services are major agricultural companies, major integrated oil companies and industrial companies. In 2011, no single customer of Inland River Services was responsible for 10% or more of consolidated operating revenues. The ten largest customers of Inland River Services accounted for approximately 69% of Inland River Services’ revenues in 2011. The loss of one or a few of its customers would be unlikely to have a material adverse effect on Inland River Services’ results of operations.

Most of Inland River Services’ dry cargo barges are employed under contracts of affreightment that can vary in duration, ranging from one voyage to several years. For longer term contracts, base rates may be adjusted in response to changes in fuel prices and operating expenses. Some longer term contracts provide for the transport of a minimum number of tons of cargo or specific transportation requirements for a particular customer. Some barges are bareboat chartered-out to third parties for a fixed payment of hire per day for the duration of the charter. These contracts tend to be longer, ranging in term from one to five years.

Inland River Services generally charges a price per ton for point to point transportation of dry bulk commodities. Customers are permitted a specified number of days to load and discharge the cargo and thereafter pay a per diem demurrage rate for extra time. From time to time, dry cargo barges may be used for storage for a period prior to delivery.

Inland River Services’ 10,000 barrel liquid tank barges are either chartered-out on term contracts ranging from one to five years or marketed on the spot market.

Inland River Services’ 30,000 barrel liquid tank barges are either marketed as unit tows under term contracts ranging from one to five years or in the spot market.

Inland River Services’ tank farm and handling facility is marketed on a tariff system driven by throughput volume.

Competitive Conditions

Generally, Inland River Services believes the primary barriers to effective competitive entry into the U.S. Inland River Waterways markets are the complexity of operations, the consolidation of the inland river towing industry and the difficulty in assembling a large enough fleet and an experienced staff to execute voyages efficiently and re-position barges effectively to optimize their use. The primary competitive factors among established operators are price, availability and reliability of barges and equipment of a suitable type and condition for a specific cargo.

Inland River Services’ main competitors are other barge lines. Railroads and liquid pipelines also compete for traffic that might otherwise move on the U.S. Inland River Waterways.

The Company believes that 67% of the domestic dry cargo fleet is controlled by five companies and 58% of the domestic liquid barge industry fleet is controlled by five companies.

Risks of Foreign Operations

Inland River Services’ foreign operations primarily consist of its joint ventures operating in foreign jurisdictions.

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Foreign operations are subject to inherent risks, which, if they materialize, could have a material adverse effect on Inland River Services’ financial position and its results of operations. See the risk factor regarding “Risks from the Company’s International Operations” in “Item 1A. Risk Factors.”

Marine Transportation Services

Business

Marine Transportation Services’ fleet consists of seven U.S.-flag product tankers, of which five are owned and two are leased, providing marine transportation services for petroleum products and chemicals moving in the U.S. domestic coastwise trade, and eight foreign-flag Roll-on/Roll-off (“RORO”) vessels engaged in the shipping trade between the United States, the Bahamas and the Caribbean.

Marine Transportation Services contributed 4%, 3% and 5% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

Equipment and Services

The Oil Pollution Act of 1990 (“OPA 90”) prohibits vessels without double-hulls from transporting crude oil and petroleum products in U.S. coastwise transportation after certain dates based on the age and carrying capacity of the vessel. In addition, single-hulled vessels will be prohibited from transporting petroleum products in most international markets under a phase-out schedule established by the International Maritime Organization (“IMO”). The table below sets forth Marine Transportation Services’ fleet of U.S.-flag double-hull product tankers as of December 31, 2011.

Name of Vessel	Capacity in barrels		Tonnage in  “dwt”(1)		OPA 90 Retirement date		Type
Seabulk Trader		294,000		48,700		None		Double-hull
Seabulk Challenge		294,000		48,700		None		Double-hull
California Voyager(2)		341,000		45,000		None		Double-hull
Oregon Voyager(2)		341,000		45,000		None		Double-hull
Seabulk Arctic		340,000		46,000		None		Double-hull
Mississippi Voyager		340,000		46,000		None		Double-hull
Florida Voyager		340,000		46,000		None		Double-hull

(1) Deadweight tons or “dwt”.

(2) Leased-in vessel.

As of December 31, 2011, in addition to its existing fleet, Marine Transportation Services had a new construction project in progress for a U.S.-flag articulated tug/barge unit scheduled for delivery in the second quarter of 2012 that will be owned by a joint venture in which Marine Transportation Services has a 50% interest.

Markets

Petroleum Product Transportation. In the domestic energy trade, oceangoing vessels transport fuel and other petroleum products primarily from refineries and storage facilities along the coast of the U.S. Gulf of Mexico to utilities, waterfront industrial facilities and distribution facilities along the U.S. Gulf of Mexico, and the U.S. Atlantic and Pacific coasts. The number of U.S.-flag oceangoing vessels eligible to participate in the U.S. domestic trade and capable of transporting fuel or petroleum products has fluctuated in recent years as vessels have reached the end of their useful lives or have been retired due to OPA 90 requirements and newbuilds are placed into service.

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Chemical Transportation. In the U.S. domestic coastwise chemical transportation trade, vessels carry chemicals, primarily from chemical manufacturing plants and storage facilities along the coast of the U.S. Gulf of Mexico to industrial users in and around U.S. Atlantic and Pacific coast ports. The chemicals transported consist primarily of caustic soda, paraxylene, alkylates, toluene and lubricating oils. Some of the chemicals must be carried in vessels with specially coated or stainless steel cargo tanks and many of them are sensitive to contamination and require special cargo-handling equipment.

Cargo Liner Transportation. RORO vessels provide cargo transportation services to and from ports in Florida, the Bahamas and the Caribbean for the shipment of consumer products, building materials, less-than-container loads and project cargo services.

Customers and Contractual Arrangements

The primary purchasers of petroleum product transportation services are multinational oil and gas companies, refining companies, oil trading companies and large industrial consumers of fuel with waterfront facilities. The primary purchasers of chemical transportation services are chemical and oil companies. Both services are generally contracted on the basis of short-term or long-term time charters, voyage charters, and contracts of affreightment or other transportation agreements tailored to the shipper’s requirements. The primary purchasers of cargo liner transportation services are individuals and businesses consuming U.S. export goods in the Bahamas and Caribbean. Marine Transportation Services also provides ship management services to ship owners. In 2011, no single customer of Marine Transportation Services was responsible for 10% or more of consolidated operating revenues. The ten largest customers of Marine Transportation Services accounted for approximately 81% of its operating revenues in 2011. The loss of one or a few of these customers could have a material adverse effect on Marine Transportation Services’ results of operations.

Under a time charter, Marine Transportation Services provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel and port charges. Under a bareboat charter, Marine Transportation Services provides a vessel to a customer and the customer assumes responsibility for all operating expenses and all risk of operation. Vessel charters may range from several days to several years. Voyage contracts are contracts to carry cargos on a single voyage basis regardless of time to complete. Contracts of affreightment are contracts for cargos that are committed on a multi-voyage basis for various periods of time, with minimum and maximum cargo tonnages specified over the period at a fixed or escalating rate per ton.

Competitive Conditions

The markets in which the Marine Transportation Services fleet operates are highly competitive. Primary direct competitors are other operators of U.S.-flag ocean-going tank vessels and chemical carriers, operators of articulated tug and barge units and operators of refined product pipelines. The U.S. “Jones Act” shipping market is a trade that is not available to foreign-based competition. The most important competitive factors are pricing, vessel age and vessel availability to fit customer requirements as well as customer preference for double-hull vessels even though single hull vessels are still eligible to trade.

Risks of Foreign Operations

Marine Transportation Services’ foreign operations consist of its cargo liner transportation activities, which commenced operations in April 2011.

For the year ended December 31, 2011, 25% of Marine Transportation Services’ operating revenues were derived from its foreign operations.

Foreign operations are subject to inherent risks, which, if they materialize, could have a material adverse effect on Marine Transportation Services’ financial position and its results of operations. See the risk factor regarding “Risks from the Company’s International Operations” in “Item 1A. Risk Factors.”

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Environmental Services

Business

Environmental Services primarily provides emergency preparedness and response services to oil, chemical, industrial and marine transportation clients, and government agencies in the United States and abroad. In the United States, these services are generally rendered to those clients who store, transport, produce or handle petroleum and certain non-petroleum oils that are subject to the provisions of OPA 90 and various other federal, state and municipal regulations. Internationally, these services may be required by legislation and regulation of countries, international maritime conventions and environmental covenants placed on clients by their lending institutions. To a lesser extent, Environmental Services provides emergency preparedness and response services to governmental agencies arising from natural disasters and homeland security issues such as debris removal monitoring, public assistance projects, bio-terrorism, pandemic influenza and port security. Environmental Services also provides other services to oil, chemical, industrial and government clients including crisis communications, emergency preparedness and response software, hazardous waste management, standby fire-fighting, industrial and marine cleaning, salvage support, petroleum storage tank cleaning and removal, and site remediation services.

Business is conducted through SEACOR Environmental Services Inc. (“SES”) and O’Brien’s Response Management Inc. (“ORM”). SES includes National Response Corporation, one of the largest providers of oil spill response services in the United States; NRC Environmental Services Inc., a leading provider of environmental and industrial services on the West Coast of the United States; SEACOR Response Ltd., which provides oil spill and emergency response services to customers in various international markets; and certain other subsidiaries (collectively the “SES Business”). On February 7, 2012, SEACOR announced it had reached an agreement to sell the SES Business to J.F. Lehman & Company, a leading, middle-market private equity firm. The closing of the transaction is conditioned upon the buyer obtaining certain debt financing and other customary conditions. Either the Company or the buyer may terminate the stock purchase agreement if the closing has not occurred by March 31, 2012. The transaction does not include ORM, a leading provider of crisis and emergency preparedness and response services.

Environmental Services contributed 10%, 33% and 8% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

Products and Services

Environmental Services employs trained personnel and maintains specialized equipment positioned in the United States and in certain locations outside the United States to respond to oil and chemical spills, other emergencies and customer projects. Environmental Services has access to a fleet of specialized vessels and barges outfitted with oil spill equipment and aircraft capable of application of chemical dispersants that are positioned on the East, Gulf and West coasts of the United States as well as in the Caribbean and Hawaii. Oil and chemical spill response equipment is also stationed in certain international locations in Africa, the Caspian and Black Sea Regions, the Far East and the Middle East. Environmental Services has established a combined network of approximately 180 independent oil spill response contractors and marine resource providers that may assist it by providing equipment and personnel.

Environmental Services offers retainer contracts to the maritime community, such as operators of tank and non-tank vessels and chemical carriers, and to owners of facilities, such as refineries, pipelines, exploration and production platforms, power plants and storage tank and transportation terminals. Retainer contracts provide customers with access to professional response management and specialized equipment necessary to respond to an oil or chemical spill emergency and facilitate compliance with regulations such as OPA 90.

Environmental Services provides a range of prevention, environmental compliance, business continuity, crisis communication, software, media, safety and security consultancy, and training services around the world to assist oil, chemical, industrial, marine transportation, financial services and government customers in the

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prevention of, and response to, an extensive variety of environmental emergencies on both a retained and stand-alone basis. Environmental Services assists customers in the selection and training of personnel in the use of environmental equipment and products. In addition, Environmental Services provides services to state, county and other local government agencies assisting them with preparedness, including emergency response plans, training and exercises, and response/recovery activities including, claims reimbursement from the federal government, through agencies such as the Federal Emergency Management Agency (“FEMA”) and the Federal Highway Administration. Furthermore, it provides oversight of clean-up and debris management required after hurricanes, floods and other natural disasters.

Environmental Services provides industrial and remediation services to oil, chemical, industrial and government clients. These services include hazardous waste management, standby fire-fighting, industrial and marine cleaning, salvage support, petroleum storage tank cleaning and removal, and site remediation services.

Markets

The market for contractual oil spill preparedness, response and other related training and consulting services in the United States resulted from the enactment of OPA 90. OPA 90 and several subsequent regulations promulgated by the Department of Transportation, the Environmental Protection Agency (“EPA”), the Bureau of Energy Management and the BSEE and the U.S. Coast Guard (“USCG”) require that all tank vessels operating within the 200-mile Exclusive Economic Zone of the United States and all facilities and pipelines handling oil that could have a spill affecting the navigable waters of the United States develop plans to respond to a “worst case” oil spill and ensure by contract, or other approved means, the ability to respond to such a spill.

The market for vessel security assessments, security plans, security training and exercises and other related services is for clients required to comply with the Maritime Transportation Security Act of 2002. Homeland Security services are marketed to government agencies to assist with efforts to improve emergency preparedness and response capabilities.

In the international market for oil spill response services, Environmental Services seeks to develop opportunities with governments, other agencies and international oil and gas exploration and production companies to establish and operate the necessary response capability. International crisis management and business continuity services focus on middle and senior management and are marketed to a broad range of industry sectors such as oil and gas, chemical, financial services, transportation and other industries.

The market for government services in the United States includes federal, state, county, city, and other subdivisions and agencies. Services are typically provided in association with specific funding sources, such as FEMA reimbursement, Homeland Security Grants, municipal budgets and other agency funding.

Customers and Contractual Arrangements

Environmental Services offers its services primarily to the domestic and international shipping community, major oil companies, independent exploration and production companies, pipeline and transportation companies, power generating operators, industrial companies, airports and state and local government agencies. Services are provided pursuant to contracts generally ranging from one month to ten years. In 2011, no single Environmental Services’ customer was responsible for 10%, or more, of consolidated operating revenues. The ten largest customers of Environmental Services accounted for approximately 51% of Environmental Services’ operating revenues in 2011. The loss of a single large client or a group of mid-size customers could have a material adverse effect on Environmental Services’ results of operations.

Competitive Conditions

The principal competitive factors in the environmental service business are price, customer service, reputation, experience, qualifications, availability of personnel and operating capabilities. In the United States, qualifications include USCG classification as an Oil Spill Removal Organization (“OSRO”). Environmental

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Services’ NRC is a USCG classified OSRO and it faces competition primarily from the Marine Spill Response Corporation, a non-profit OSRO funded by the major integrated oil companies. NRC also faces competition from other non-profit industry cooperatives and from those commercial contractors who target specific market niches in response, consulting and remediation. Internationally, competition for both oil spill response and emergency preparedness and management comes from a few private companies and regional oil industry cooperatives. Consulting and training service competitors range from small independent privately owned businesses to large engineering consulting groups and major defense contractors.

Risks of Foreign Operations

Environmental Services operates worldwide. For the years ended December 31, 2011, 2010 and 2009, 12%, 3% and 14%, respectively, of Environmental Services’ operating revenues were derived from its foreign operations.

Foreign operations are subject to inherent risks, which, if they materialize could have a material adverse effect on Environmental Services’ financial condition and its results of operations. See the risk factor regarding “Risks from the Company’s International Operations” in “Item 1A. Risk Factors.”

Commodity Trading and Logistics

Business

Commodity Trading and Logistics operates an integrated business involved in the purchase, storage, transportation and sale of energy and agricultural commodities. The principal commodities currently involved are sugar, ethanol, clean blendstocks and crude oil. Commodity Trading and Logistics contributed 45%, 28% and 28% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

Products and Services

Energy. The energy group is primarily focused on the domestic merchandising and transportation of physical ethanol, clean blendstocks, heavy naphtha and crude oil. The energy group also operates, through an investment in a joint venture, a food and fuel grade processing plant which produces beverage and industrial alcohol and fuel-grade ethanol. The output of the plant is sold primarily to the energy group and its joint venture partner.

Agricultural. The agricultural group is primarily focused on the global origination, trading and merchandising of sugar, rice and industrial salt. The group’s involvement in these commodities pairs producers and buyers and arranges for the transportation and logistics of the product.

Commodity Trading and Logistics uses a variety of transportation modes to transport its products, including trucks, railcars, river barges, pipelines and ocean going vessels, which are generally leased. Commodity Trading and Logistics leverages the asset base of SEACOR’s other business units, primarily Inland River Services, including its tank farm and handling facility in Sauget, Illinois, for the transportation and storage of product.

Markets

Commodity Trading and Logistics’ activities are global and dependent upon factors that Commodity Trading and Logistics cannot control, including macro and micro economic supply and demand factors, governmental intervention or mandates, weather patterns, and the price and availability of substitute products. Commodity Trading and Logistics produces, purchases, markets and sells ethanol to customers for blending into the U.S. gasoline pool and transports clean blendstocks for export. Commodity Trading and Logistics purchases and resells crude oil primarily of Canadian origin to customers in the United States and delivers the material via pipeline and barge. With respect to sugar, Commodity Trading and Logistics’ primary markets include countries in South America, Africa, the Caribbean and the Far East.

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Ethanol demand is subject to overall gasoline demand and gasoline blending economics; governmental policies and mandates; the cost of production of feedstock commodities such as corn; gasoline and oil prices and freight and handling costs. The demand for the clean blendstocks depends primarily on oil and natural gas liquids prices.

The availability of agricultural commodities is affected by weather, plant diseases, governmental policies and agricultural growing patterns. Sugar demand is affected by worldwide consumption of food products, soft drinks and sweetened beverages, and by population growth, changes in per capita income and the relative prices of substitute sweeteners. It is also impacted by other macro-economic factors including the volatility of foreign currency markets.

Customers and Contractual Arrangements

Commodity Trading and Logistics sells ethanol, crude oil and blendstocks primarily to end users (gasoline refiners, blenders, and their suppliers) and other market participants and may also purchase, sell, or exchange product with other market participants to optimize logistics or hedge market exposure. The principal purchasers of Commodity Trading and Logistics’ sugar are private importers and distributors.

In 2011, one customer (Motiva Enterprises LLC) of Commodity Trading and Logistics was responsible for 10% or more of consolidated operating revenues. The ten largest customers of Commodity Trading and Logistics accounted for approximately 76% of Commodity Trading and Logistics’ operating revenues in 2011. The loss of one or a few of these customers could have a material adverse effect on Commodity Trading and Logistics’ results of operations.

Competitive Conditions

The commodity trading and logistics business is highly competitive. Major competitors for the energy group include other marketers, traders and other product suppliers. Major competitors for the agricultural group include large agribusiness, major and independent trading houses and regional or local grower cooperatives.

Risk of Foreign Operations

For the year ended December 31, 2011, 2010 and 2009, 25%, 21% and 38%, respectively, of Commodity Trading and Logistics operating revenues were derived from foreign operations.

Foreign operations are subject to inherent risks, which, if they materialize, could have a material adverse effect on Commodity Trading and Logistics’ financial condition and its results of operations. See the risk factor regarding “Risks from the Company’s International Operations” in “Item 1A. Risk Factors.”

Other

Harbor and Offshore Towing Services. As of December 31, 2011, Harbor and Offshore Towing Services operated a total of five ocean liquid tank barges and 28 vessels, of which 13 were conventional tugs, five were Azimuth Stern Drive tugs, three were Forward Azimuth Drive tugs, two were tractor tugs and five were Ship Docking Modules (“SDM™”). SDMs™ are innovative vessels designed and patented by the Company that are maneuverable, efficient and flexible and require fewer crew members than conventional harbor tugs. The tugs were operating in various ports including four in Port Everglades, Florida, four in the Port of Tampa, Florida, one in Port Canaveral, Florida, seven in Port Arthur, Texas, four in Port Mobile, Alabama, three in Lake Charles, Louisiana. In addition, four tugs and five ocean liquid tank barges were operating in St. Eustatius and one tug was operating under a bareboat charter arrangement.

As of December 31, 2011, in addition to its existing fleet, Harbor and Offshore Towing Services had a new construction project in progress for two U.S.-flag Azimuth Stern Drive harbor tugs scheduled for delivery in the first quarter of 2013.

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In 2011, no single customer of Harbor and Offshore Towing Services was responsible for 10% or more of consolidated operating revenues. The ten largest customers of Harbor and Offshore Towing Services accounted for approximately 51% of Harbor and Offshore Towing Services’ operating revenues in 2011. The loss of one or a few of these customers could have a material adverse effect on Harbor and Offshore Towing Services’ results of operations.

Other Joint Ventures, Leasing and Other Activities. The Company has noncontrolled equity investments in various entities including a company that designs and manufactures water treatment systems for sale or lease and industrial aviation service businesses in Asia. The Company also engages in lending and leasing activities.

Government Regulation

Regulatory Matters

The Company’s operations are subject to significant United States federal, state and local regulations, as well as international conventions and the laws of foreign jurisdictions where the Company operates its equipment or where the equipment is registered. The Company’s domestically registered vessels are subject to the jurisdiction of the USCG, the National Transportation Safety Board (“NTSB”), the U.S. Customs and Border Protection and the U.S. Maritime Administration, as well as to the rules of private industry organizations such as the American Bureau of Shipping. These agencies and organizations establish safety standards and are authorized to investigate vessels and accidents and to recommend improved maritime safety standards. Aviation Services is subject to regulations pursuant to the Federal Aviation Act of 1958, as amended (“Federal Aviation Act”), and other statutes pursuant to Federal Aviation Regulations Part 135 Air Taxi Certificate granted by the FAA. The FAA regulates flight operations and, in this respect, has jurisdiction over Aviation Services’ personnel, aircraft, ground facilities and certain technical aspects of its operations. In addition to the FAA, the NTSB is authorized to investigate aircraft accidents and to recommend improved safety standards. The Company is also subject to the Communications Act of 1934, as amended, because of the use of radio facilities in Aviation Services’ operations.

Offshore Marine Services, Marine Transportation Services and Inland River Services are subject to the U.S. cabotage laws that impose certain restrictions on the ownership and operation of vessels in the U.S. coastwise trade (i.e., trade between points in the United States), including cargo. These laws are principally contained in 46 U.S.C. § 50501 and 46 U.S.C. Chapter 551 and related regulations and are commonly referred to collectively as the “Jones Act.” Subject to limited exceptions, the Jones Act requires that vessels engaged in U.S. coastwise trade be built in the United States, registered under the U.S. flag, manned by predominantly U.S. crews, and owned and operated by U.S. citizens within the meaning of the Jones Act. For purposes of the Jones Act, a corporation, for example, must satisfy the following requirement to be deemed a U.S. citizen: (i) the corporation must be organized under the laws of the United States or of a state, territory or possession thereof; (ii) each of the chief executive officer and the chairman of the board of directors of such corporation must be a U.S. citizen; (iii) no more than a minority of the number of directors of such corporation necessary to constitute a quorum for the transaction of business can be non-U.S. citizens; and (iv) at least 75% of each class or series of stock in such corporation must be owned by U.S. citizens within the meaning of the Jones Act. Should the Company fail to comply with the U.S. citizenship requirements of the Jones Act, it would be prohibited from operating its vessels in the U.S. coastwise trade during the period of such non-compliance. In addition, the Company could be subject to fines and its vessels could be subject to seizure and forfeiture for violations of the Jones Act and the related U.S. vessel documentation laws.

To facilitate compliance with the Jones Act, SEACOR’s Restated Certificate of Incorporation: (i) limits the aggregate percentage ownership by non-U.S. citizens of any class of SEACOR’s capital stock (including Common Stock) to 22.5% of the outstanding shares of each such class to ensure that such foreign ownership will not exceed the maximum percentage permitted by applicable maritime law (presently 25%) but authorizes SEACOR’s Board of Directors, under certain circumstances, to increase the foregoing percentage to 24%; (ii) requires institution of a dual stock certification system to help determine such ownership; (iii) provides that any issuance or transfer of shares in excess of such permitted percentage shall be ineffective as against the

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Company and that neither the Company nor its transfer agent shall register such purported issuance or transfer of shares or be required to recognize the purported transferee or owner as a stockholder of the Company for any purpose whatsoever except to exercise the Company’s remedies; (iv) provides that any such excess shares shall not have any voting or dividend rights; (v) permits the Company to redeem any such excess shares; and (vi) permits the Board of Directors to make such determinations as reasonably may be necessary to ascertain such ownership and implement such limitations. In addition, SEACOR’s by-laws provide that the number of non-U.S. citizen directors shall not exceed a minority of the number necessary to constitute a quorum for the transaction of business and restrict any non-U.S. citizen officer from acting in the absence or disability of the Chairman of the Board of Directors, the Chief Executive Officer or the President.

Aviation Services’ helicopters operating in the United States are subject to registration and citizenship requirements under the Federal Aviation Act. This Act requires that before an aircraft may be legally operated in the United States, it must be owned by “citizens of the United States,” which, in the case of a corporation, means a corporation: (i) organized under the laws of the United States or of a state, territory or possession thereof; (ii) of which at least 75% of its voting interests are owned or controlled by persons who are U.S. “citizens” (as defined in the Federal Aviation Act and regulations promulgated thereunder); and (iii) of which the president and at least two-thirds of the board of directors and managing officers are U.S. citizens.

Marine Transportation Services, Inland River Services, Harbor and Offshore Towing Services and Offshore Marine Services operate vessels that are registered in the United States. Offshore Marine Services, Marine Transportation Services, Harbor and Offshore Towing Services, and an Inland River Services’ joint venture operate vessels registered in a number of foreign jurisdictions. Vessels registered in these jurisdictions are subject to the laws of the applicable jurisdiction as to ownership, registration, manning and safety. In addition, the vessels are subject to the requirements of a number of international conventions that are applicable to vessels depending on their jurisdiction of registration. Among the more significant of these conventions are: (i) the 1978 Protocol Relating to the International Convention for the Prevention of Pollution from Ships; (ii) the International Convention on the Safety of Life at Sea, 1974 and 1978 Protocols; and (iii) the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). Major revisions to STCW and its associated Code entered into force on January 1, 2012 with a five-year transitional period until January 1, 2017. The Company believes that its vessels registered in foreign jurisdictions are in compliance with all applicable material regulations and have all licenses necessary to conduct their business. In addition, vessels operated as standby safety vessels in the North Sea are subject to the requirements of the Department of Transport of the United Kingdom pursuant to the United Kingdom Safety Act.

All of Marine Transportation Services’, Harbor and Offshore Towing Services’, certain of Offshore Marine Services’ vessels and all of Inland River Services’ liquid tank barges are subject to periodic inspection and survey by, and drydocking and maintenance requirements of, the USCG and/or the American Bureau of Shipping and other marine classification societies. Moreover, to ensure compliance with applicable safety regulations, the USCG is authorized to inspect vessels at will.

NRC is classified by the USCG as an Oil Spill Removal Organization (“OSRO”) for every port in the continental United States, Hawaii and the Caribbean. The OSRO classification process is strictly voluntary. However, under the Oil Pollution Act of 1990 (“OPA 90”) owners and operators of tank vessels and certain oil facilities (responsible parties) are required to prepare response plans and have contracts for the resources necessary to respond to threats of oil spills and oil spills up to a worst case scenario. As a result, classified response contractors are the primary means by which responsible parties meet their OPA 90 obligation to ensure the availability of adequate resources and personnel to respond to and recover oil spills of various types and sizes in different operating environments and geographic locations.

In addition to the USCG, the EPA, the Office of Pipeline Safety, BSEE and certain individual states regulate vessels, facilities and pipelines in accordance with the requirements of OPA 90 or under analogous state law. There is currently little uniformity among the regulations issued by these agencies.

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When responding to third-party oil spills, Environmental Services enjoys immunity from liability under federal law and some state laws for any spills arising from its response efforts, except in the event of death or personal injury or as a result of its gross negligence or willful misconduct. It should be noted, however, that as a result of the Deepwater Horizon incident in 2010, some gaps have been identified in this responder immunity regime and actions are being taken by the response industry to seek modifications to existing law to remedy these gaps.

Environmental Compliance

As more fully described below, all of the Company’s businesses are, to some degree, subject to federal, state, local and international laws and regulations relating to environmental protection and occupational safety and health, including laws that govern the discharge of oil and pollutants into navigable waters. Violations of these laws may result in civil and criminal penalties, fines, injunctions or other sanctions.

The Company believes that its operations are currently in compliance with all material environmental laws and regulations. It does not expect that it will be required to make capital expenditures in the near future that are material to its financial position or operations to comply with environmental laws and regulations; however, because such laws and regulations are frequently changing and may impose increasingly strict requirements, the Company cannot predict the ultimate cost of complying with these laws and regulations. The recent trend in environmental legislation and regulation is generally toward stricter standards, and it is the Company’s view that this trend is likely to continue.

OPA 90 establishes a regulatory and liability regime for the protection of the environment from oil spills. OPA 90 applies to owners and operators of facilities operating near navigable waters and owners and operators of vessels operating in U.S. waters, which include the navigable waters of the United States and the 200-mile Exclusive Economic Zone of the United States. For purposes of its liability limits and financial responsibility and response planning requirements, OPA 90 differentiates between tank vessels (which include the Company’s chemical and petroleum product vessels and liquid tank barges) and “other vessels” (which include the Company’s tugs, offshore support vessels and dry cargo barges).

Under OPA 90, owners and operators of regulated facilities and owners and operators or bareboat charterers of vessels are “responsible parties” and are jointly, severally and strictly liable for removal costs and damages arising from facility and vessel oil spills or threatened spills up to their limits of liability (unless the limits are broken as discussed below) unless the spill results solely from the act or omission of certain third parties under specified circumstances, an act of God or an act of war. In addition, Section 713 of the Coast Guard Authorization Act of 2010, enacted on October 15, 2010, amended OPA 90 to include as a responsible party the owner of oil being transported in a tank vessel with a single hull after December 31, 2010. Damages are defined broadly to include: (i) injury to natural resources and the costs of remediation thereof; (ii) injury to, or economic losses resulting from the destruction of, real and personal property; (iii) net loss by the United States government, a state or political subdivision thereof, of taxes, royalties, rents, fees and profits; (iv) lost profits or impairment of earning capacity due to property or natural resources damage; (v) net costs of providing increased or additional public services necessitated by a spill response, such as protection from fire, safety or other hazards; and (vi) loss of subsistence use of available natural resources.

Effective July 31, 2009, the OPA regulations were amended to increase the liability limits for responsible parties for non-tank vessels to $1,000 per gross ton or $854,400, whichever is greater and for tank vessels the maximum limits of liability are the greater of $3,200 per gross ton or $23,496,000. These liability limits do not apply (a) if an incident is caused by the responsible party’s violation of federal safety, construction or operating regulations or by the responsible party’s gross negligence or willful misconduct, (b) if the responsible party fails to report the incident or to provide reasonable cooperation and assistance in connection with oil removal activities as required by a responsible official or (c) if the responsible party fails to comply with an order issued under OPA 90.

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Under OPA 90, with certain limited exceptions, all newly-built oil tankers carrying crude oil and petroleum products in U.S. waters must have double-hulls. Existing single-hull, double-side or double-bottom tank vessels, unless retrofitted with double-hulls, must be phased out of service by January 1, 2015, depending upon the vessel’s size, age and place of discharge.

OPA 90 expanded pre-existing financial responsibility requirements and requires tank vessel owners and operators to establish and maintain with the USCG evidence of insurance or qualification as a self-insurer or other evidence of financial responsibility sufficient to meet their potential liabilities under OPA 90. Under OPA, an owner or operator of a fleet of vessels may demonstrate evidence of financial responsibility in an amount sufficient to cover the vessels in the fleet having the greatest maximum liability under OPA. The Company has satisfied USCG regulations by providing evidence of financial responsibility demonstrated by commercial insurance and self-insurance. The regulations also implement the financial responsibility requirements of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), which imposes liability for discharges of hazardous substances such as chemicals, similar to OPA, and provides compensation for cleanup, removal and natural resource damages. Liability per vessel under CERCLA is limited to the greater of $300 per gross ton or $5 million, unless the incident is caused by gross negligence, willful misconduct, or a violation of certain regulations, in which case liability is unlimited.

As a result of the Delaware River Protection Act, which was enacted by Congress in 2006, the OPA limits of liability must be adjusted not less than every three years to reflect significant increases in the Consumer Price Index.

OPA 90 amended the Clean Water Act (“CWA”), described below, to require the owner or operator of certain facilities or of a tank vessel to prepare facility or vessel response plans and to contract with oil spill removal organizations to remove, to the maximum extent practicable, a worst-case discharge. The Company has complied with these requirements. The Company expects its pollution liability insurance to cover any cost of spill removal subject to overall coverage limitations of $1.0 billion; however, a failure or refusal of the insurance carrier to provide coverage in the event of a catastrophic spill could result in material liability in excess of available insurance coverage, resulting in a material adverse effect on the Company’s business, financial position or its results of operations.

OPA 90 allows states to impose their own liability regimes with respect to oil pollution incidents occurring within their boundaries and many states have enacted legislation providing for unlimited liability for oil spills. Some states have issued regulations addressing financial responsibility and vessel and facility response planning requirements. The Company does not anticipate that state legislation or regulations will have any material impact on its operations.

In 2011, Congress failed to enact any notable oil pollution legislation. However, it is expected that Congress will take up and introduce new spill legislation in 2012 as a result of lessons learned from the Deepwater Horizon incident in 2010 now that all of the significant investigation reports were completed in 2011. If Congress passes spill legislation in 2012, the Company could be subject to greater potential liability or penalties if any of the Company’s vessels has an incident or the Company could be required to comply with other requirements thereby increasing the Company’s operating costs.

In addition to OPA 90, the following are examples of environmental laws that relate to the Company’s business and operations:

The International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto (“MARPOL”), is the main international convention covering prevention of pollution of the marine environment by vessels from operational or accidental causes. It has been updated by amendments through the years and is implemented in the United States pursuant to the Act to Prevent Pollution from Ships. MARPOL has six specific annexes and Annex I governs oil pollution.

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Since the 1990s, the DOJ has been aggressively enforcing U.S. criminal laws against vessel owners, operators, managers, crewmembers, shoreside personnel, and corporate officers for actions related to violations of Annex I. Prosecutions generally involve violations related to pollution prevention devices, such as the oil-water separator, and include falsifying the Oil Record Book, obstruction of justice, false statements and conspiracy. Over the past ten years, the DOJ has imposed significant criminal penalties in vessel pollution cases and the vast majority of such cases did not actually involve pollution in the United States, but rather efforts to conceal or cover up pollution that occurred elsewhere. In certain cases, responsible shipboard officers and shoreside officials have been sentenced to prison. In addition, the DOJ has required defendants to implement a comprehensive environmental compliance plan (“ECP”). If the Company is subjected to a DOJ criminal prosecution, it could face significant criminal penalties and defense costs as well as costs associated with the implementation of an ECP.

The CWA, enacted in 1972, prohibits the discharge of “pollutants,” which includes oil or hazardous substances, into navigable waters of the United States and imposes civil and criminal penalties for unauthorized discharges. The CWA complements the remedies available under OPA and CERCLA.

The CWA also established the National Pollutant Discharge Elimination System (“NPDES”) permitting program, which governs discharges of pollutants into navigable waters of the United States. Pursuant to the NPDES, EPA issued a Vessel General Permit (“VGP”), which has been in effect since February 6, 2009, covering 26 types of discharges incidental to normal vessel operations. The VGP applies to U.S. and foreign-flag commercial vessels that are at least 79 feet in length, and therefore applies to the Company’s vessels.

The VGP requires vessel owners and operators to adhere to “best management practices” to manage the 26 listed discharge streams, including ballast water, that occur normally in the operation of a vessel. Vessel owners and operators must implement various training, inspection, monitoring, recordkeeping, and reporting requirements, as well as corrective actions upon identification of each deficiency. Several states have specified significant, additional requirements in connection with state mandated CWA certifications relating to the VGP.

On February 11, 2011, the EPA and the Coast Guard entered into a Memorandum of Understanding (“MOU”) outlining the steps the agencies will take to better coordinate efforts to implement and enforce the VGP. Under the MOU, the Coast Guard will identify and report to EPA detected VGP deficiencies as a result of its normal boarding protocols for U.S.-flag and foreign-flag vessels. However, EPA retains responsibility and enforcement authority to address VGP violations. The Company has filed a Notice of Intent to be covered by the VGP for each of the Company’s ships. Failure to comply with the VGP may result in civil or criminal penalties. The current VGP expires on December 19, 2013. EPA published on December 8, 2011, a draft Vessel General Permit for public comment which will replace the current VGP. The 2013 replacement VGP could result in increased requirements that could result in increasing the Company’s operating costs.

The United States National Invasive Species Act (“NISA”) was enacted in 1996 in response to growing reports of harmful organisms being released into United States waters through ballast water taken on by vessels in foreign ports. The Coast Guard adopted regulations under NISA in July 2004 that impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering United States waters. These requirements can be met by performing mid-ocean ballast exchange, by retaining ballast water onboard the vessel, or by using environmentally sound ballast water treatment methods approved by the Coast Guard. Mid-ocean ballast exchange is the primary method for compliance with the Coast Guard regulations; alternative methods for ballast water treatment are still under development. Vessels that are unable to conduct mid-ocean ballast exchange due to voyage or safety concerns may discharge minimum amounts of ballast water, provided that they comply with recordkeeping requirements and document the reasons they could not follow the required ballast water management requirements. On August 28, 2009, the Coast Guard proposed to amend its regulations on ballast water management by establishing standards for the allowable concentration of living organisms in a vessel’s ballast water discharged in United States waters. As proposed, it would establish a two tier standard. Tier one would set the initial limits to match those set internationally by IMO in the Ballast Water Convention, which

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has not yet entered into force. The interim final rule to implement this proposal was sent to the Office of Management and Budget for review on November 11, 2011. Final regulations are expected to be published in the first quarter of 2012. A limited number of technologies have been approved and may enable some vessels to meet these discharge standards. The tier two standard would be more stringent and cannot be met using existing treatment technology. This second tier, as proposed, would come into effect on January 1, 2017. The interim final rule to implement this proposal was sent to the Office of Management and Budget for review on November 11, 2011. Final regulations are expected to be published in the first quarter of 2012 with an effective date in 2012. When the IMO Ballast Water Convention comes into force, certain of the Company’s vessels may be required to have a ballast water treatment system on board.

Both houses of Congress have proposed a number of bills to amend NISA but it cannot be predicted which bill, if any, will be enacted into law.

In the absence of stringent federal standards, states have enacted legislation or regulations to address invasive species through ballast water and hull cleaning management, and permitting requirements, which in many cases have also become part of the state’s VGP certification. For instance, California requires vessels to comply with state ballast water discharge and hull fouling requirements. Oceangoing vessels covered by the VGP are prohibited from discharging ballast water in Michigan waters unless the vessel meets Michigan state requirements and obtains a Michigan permit. New York requires vessels to meet ballast water treatment standards by January 1, 2012 with technology that is not available today, but has granted extensions to this deadline until August 1, 2013. Other states may proceed with the enactment of similar requirements that could increase the costs of operating in state waters.

The United States Clean Air Act (as amended by the Clean Air Act Amendments of 1977 and 1990, the “CAA”) was enacted in 1970 and required the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. The CAA also requires states to submit State Implementation Plans (“SIPs”), which are designed to attain national health-based air quality standards throughout the United States, including major metropolitan and/or industrial areas. Several SIPs regulate emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. The EPA and some states have each proposed more stringent regulations of air emissions from propulsion and auxiliary engineers on oceangoing vessels. For example, the California Air Resources Board of the state of California (“CARB”) has published regulations requiring oceangoing vessels visiting California ports to reduce air pollution through the use of marine distillate fuels once they sail within 24 miles of the California coastline effective July 1, 2009. CARB expanded the boundaries of where these requirements apply and began enforcing these new requirements on December 1, 2011. More stringent fuel oil requirements for marine gas oil are scheduled to go into effect on August 1, 2012.

The state of California also began on January 1, 2010, implementing regulations on a phased in basis that require vessels to either shut down their auxiliary engines while in port in California and use electrical power supplied at the dock or implement alternative means to significantly reduce emissions from the vessel’s electric power generating equipment while it is in port. Generally, a vessel will run its auxiliary engines while in port in order to power lighting, ventilation, pumps, communication and other onboard equipment. The emissions from running auxiliary engines while in port may contribute to particulate matter in the ambient air. The purpose of the regulations is to reduce the emissions from a vessel while it is in port. The cost of reducing vessel emissions while in port may be substantial if the Company determines that it cannot use or the ports will not permit the Company to use electrical power supplied at the dock. Alternatively, the ports may pass the cost of supplying electrical power at the port to us, and The Company may incur additional costs in connection with modifying the Company’s vessels to use electrical power supplied at the dock.

Annex VI of MARPOL, addressing air emissions from vessels, came into force in the United States on January 8, 2009 and requires the use of low sulfur fuels worldwide in both auxiliary and main propulsion diesel engines on vessels. By July 1, 2010, amendments to MARPOL required all diesel engines on vessels built

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between 1990 and 2000 to meet a Nitrous Oxide (“NOx”) standard of 17.0g-NOx/kW-hr. On January 1, 2011 the NOx standard was lowered to 14.4 g-NOx/kW-hr and on January 1, 2016 it will be further lowered to 3.4 g-NOx/kW-hr, for vessels operating in a designated Emission Control Area (“ECA”).

In addition, the current global sulfur cap of 4.5% sulfur was reduced to 3.5% effective January 1, 2012 and will be further reduced to as low as 0.5% sulfur in 2020. The recommendations made in connection with a MARPOL fuel availability study scheduled for 2018 at IMO may cause this date to slip to 2025. The current 1.0% maximum sulfur emissions permitted in designated ECAs around the world will be reduced to 0.1% sulfur on January 1, 2015. These sulfur limitations will be applied to all subsequently approved ECAs.

In addition, the EPA received approval of the IMO, in coordination with Environment Canada, to designate all waters, with certain limited exceptions, within 200 nautical miles of Hawaii and the U.S. and Canadian coasts as ECAs. The North American ECA will go into force on August 1, 2012 limiting the sulfur content in fuel that is burned as described above. Beginning in 2016, NOx after-treatment requirements become applicable in this ECA as well. Furthermore, on July 15, 2011, the IMO officially adopted amendments to MARPOL to designate certain waters around Puerto Rico and the U.S. Virgin Islands as the United States – Caribbean ECA, where stringent international emission standards will also apply to ships. For this area, the effective date of the first-phase fuel sulfur standard is January 2014, and the second phase begins in 2015. Stringent NOx engine standards begin in 2016.

With the adoption of the North American ECA, ships operating within 200 miles of the U.S. coast will be required to burn 1% sulfur content fuel oil as of August 1, 2012 (when the ECA goes into effect) and 0.1% sulfur content fuel oil as of January 1, 2015. The Company has one U.S.-flag product tanker that cannot safely burn 0.1% fuel oil without minor modification to its fuel system. EPA has received approval at IMO to exempt and has exempted steamships from the 0.1% sulfur content fuel oil requirement until 2020.

The Company’s operations occasionally generate and require the transportation, treatment and disposal of both hazardous and non-hazardous solid wastes that are subject to the requirements of the United States Resource Conservation and Recovery Act (“RCRA”) or comparable state, local or foreign requirements. From time to time the Company arranges for the disposal of hazardous waste or hazardous substances at offsite disposal facilities. With respect to the Company’s marine operations, EPA has a longstanding policy that RCRA only applies after wastes are “purposely removed” from the vessel. As a general matter, with certain exceptions, vessel owners and operators are required to determine if their wastes are hazardous, obtain a generator identification number, comply with certain standards for the proper management of hazardous wastes, and use hazardous waste manifests for shipments to disposal facilities. The degree of RCRA regulation will depend on the amount of hazardous waste a generator generates in any given month. Moreover, vessel owners and operators may be subject to more stringent state hazardous waste requirements in those states where they land hazardous wastes. If such materials are improperly disposed of by third parties that the Company contracts with, the Company may still be held liable for cleanup costs under applicable laws.

The Endangered Species Act, federal conservation regulations and comparable state laws protect species threatened with possible extinction. Protection of endangered and threatened species may include restrictions on the speed of vessels in certain ocean waters and may require the Company to change the routes of the Company’s vessels during particular periods. For example, in an effort to prevent the collision of vessels with the North Atlantic right whale, federal regulations restrict the speed of vessels to ten knots or less in certain areas along the Atlantic Coast of the United States during certain times of the year. The reduced speed and special routing along the Atlantic Coast results in the use of additional fuel, which affects the Company’s results of operations.

With regard to greenhouse gas regulation, in February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Change (the “Kyoto Protocol”) entered into force. Pursuant to the Kyoto Protocol, countries that are parties to the Convention are required to implement national programs to reduce emissions of certain gases, generally referred to as greenhouse gases, which are suspected of contributing to

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global warming. In October 2007, the California Attorney General and a coalition of environmental groups petitioned the EPA to regulate greenhouse gas emissions from oceangoing vessels under the CAA. Any passage of climate control legislation or other regulatory initiatives in the United States that restrict emissions of greenhouse gases could entail financial impacts on the Company’s operations that cannot be predicted with certainty at this time. The issue is being heavily debated within various international regulatory bodies, such as the IMO, and climate control measures that effect shipping could also be implemented on an international basis potentially affecting the Company’s vessel operations.

The Company manages exposure to losses from the above-described laws through its efforts to use only well-maintained, well-managed and well-equipped facilities and vessels and its development of safety and environmental programs, including a maritime compliance program and its insurance program. The Company believes it will be able to accommodate reasonably foreseeable environmental regulatory changes subject to the comments above. There can be no assurance, however, that any future regulations or requirements or that any discharge or emission of pollutants by the Company will not have a material adverse effect on the Company’s business, financial position or its results of operations.

Security

Heightened awareness of security needs brought about by the events of September 11, 2001 has caused the USCG, the IMO, states and local ports to adopt heightened security procedures relating to ports and vessels.

Specifically, on November 25, 2002, the Maritime Transportation Security Act of 2002 (“MTSA”) was signed into law. To implement certain portions of MTSA, in July 2003, the Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, the IMO adopted amendments to the International Convention for the Safety of Life at Sea (“SOLAS”), known as the International Ship and Port Facilities Security Code (the “ISPS Code”), creating a new chapter dealing specifically with maritime security. The new chapter came into effect in July 2004 and imposes various detailed security obligations on vessels and port authorities. Among the various requirements under MTSA and/or the ISPS Code are:

• onboard installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications;

• onboard installation of ship security alert systems;

• the development of vessel and facility security plans;

• the implementation of a Transportation Worker Identification Credential program; and

• compliance with flag state security certification requirements.

The Coast Guard regulations, intended to align with international maritime security standards, generally deem foreign-flag vessels to be in compliance with MTSA vessel security measures provided such vessels have onboard a valid International Ship Security Certificate that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. U.S.-flag vessels, however, must comply with all of the security measures required by MTSA, as well as SOLAS and the ISPS Code if engaged in international trade.

We believe that the Company has implemented the various security measures required by the MTSA, SOLAS and the ISPS Code in light of the new requirements. Specifically, the Company has implemented security plans and procedures for each of its U.S.-flag vessels and its terminal operation in Sauget, Illinois pursuant to rules implementing the MTSA that have been issued by the USCG. The Company’s U.S.-flag vessels subject to the requirements of ISPS, all foreign-flag vessels, and U.S.-flag vessels operating on international voyages were all in compliance with ISPS requirements effective July 1, 2004.

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Industry Hazards and Insurance

Vessel operations involve inherent risks associated with carrying large volumes of cargo and rendering services in a marine environment. In addition, helicopter operations are potentially hazardous and may result in incidents or accidents. Hazards include adverse weather conditions, collisions, fire and mechanical failures, which may result in death or injury to personnel, damage to equipment, loss of operating revenues, contamination of cargo, pollution and other environmental damages and increased costs. The Company maintains marine and aviation hull, liability and war risk, general liability, workers compensation and other insurance customary in the industries in which the Company operates. The Company also conducts training and safety programs to promote a safe working environment and minimize hazards.

Employees

As of December 31, 2011, the Company employed 6,043 individuals directly and indirectly through crewing or manning agreements. Substantially all indirect employees support Offshore Marine Services’ vessel operations.

As of December 31, 2011, Offshore Marine Services employed 764 seafarers in the North Sea, some of whom were members of a union under the terms of an ongoing agreement. In the United States, a total of 269 employees in Marine Transportation Services and Harbor and Offshore Towing Services are unionized under agreements that expire at varying times through August 31, 2013. Certain individuals in Environmental Services are also represented by unions.

Management considers relations with its employees to be satisfactory.

ITEM 1A. RISK FACTORS

Risks, Uncertainties and Other Factors That May Affect Future Results

The Company’s results of operations, financial condition and cash flow may be adversely affected by numerous risks. Carefully consider the risks described below, which represent some of the more critical risk factors that affect the Company, as well as the other information that has been provided in this Annual Report on Form 10-K. The risks described below include all known material risks faced by the Company. Additional risks not presently known may also impair the Company’s business operations.

Difficult economic conditions could materially adversely affect the Company. The success of the Company’s business is both directly and indirectly dependent upon conditions in the global financial markets and economic conditions throughout the world that are outside its control and difficult to predict. Continued uncertainty about global economic conditions may lead businesses to postpone spending in response to tighter credit and reductions in income or asset values, which may lead many lenders and institutional investors to reduce, and in some cases, cease to provide funding to borrowers. These factors may also adversely affect the Company’s liquidity and financial condition (including the failure of lenders participating in the Company’s credit facility to fulfill their commitments and obligations), and the liquidity and financial condition of the Company’s customers. Tight credit conditions could limit the Company’s ability to secure additional financing, if required, due to difficulties accessing the capital markets. Factors such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation), trade barriers, commodity prices, currency exchange rates and controls, and national and international political circumstances (including wars, terrorist acts or security operations) can have a material negative impact on the Company’s business and investments, which could reduce its revenues and profitability. Although the Company has some ongoing exposure to credit risks on its accounts receivable balances, these risks are heightened during periods when economic conditions worsen. The Company has procedures that are designed to monitor and limit exposure to credit risk on its receivables; however, there can be no assurance that such procedures will effectively limit its credit risk and avoid losses that could have a material adverse effect on the Company’s financial position and its results of operations. Unstable economic conditions may also increase the volatility of the Company’s stock price.

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There are risks associated with the Company’s debt structure. The Company’s ability to meet its debt service obligations is dependent upon its future operating results, which are subject to general economic conditions, industry cycles and financial, business and other factors, many of which are beyond its control. The Company’s debt levels and the terms of its indebtedness may limit its liquidity and flexibility in obtaining additional financing and pursuing other business opportunities. In addition, the Company’s overall debt level and/or market conditions could lead the credit rating agencies to lower the Company’s corporate credit ratings, which could limit its ability to issue additional debt in amounts and/or on terms that it considers reasonable.

Demand for many of the Company’s services is impacted by the level of activity in the offshore oil and natural gas exploration, development and production industry. The level of offshore oil and natural gas exploration, development and production activity has historically been volatile and that volatility is likely to continue. The level of activity is subject to large fluctuations in response to relatively minor changes in a variety of factors that are beyond the Company’s control, including:

• general economic conditions;

• prevailing oil and natural gas prices and expectations about future prices and price volatility;

• assessments of offshore drilling prospects compared with land-based opportunities;

• the cost of exploring for, producing and delivering oil and natural gas offshore;

• worldwide demand for energy, other petroleum products and chemical products;

• availability and rate of discovery of new oil and natural gas reserves in offshore areas;

• federal, state, local and international political and economic conditions, and policies including cabotage and local content laws;

• technological advances affecting exploration, development, energy production and consumption;

• weather conditions;

• environmental regulation;

• regulation of drilling activities and the availability of drilling permits and concessions; and

• the ability of oil and natural gas companies to generate or otherwise obtain funds for capital projects.

A prolonged material downturn in oil and natural gas prices is likely to cause a substantial decline in expenditures for exploration, development and production activity, which would result in a decline in demand and lower rates for the Company’s offshore energy support services and tanker services. Moreover, for the year ended December 31, 2011, approximately 31% of Offshore Marine Services’ and 46% of Aviation Services’ operating revenues were earned in the U.S. Gulf of Mexico and are therefore dependent on levels of activity in that region, which may differ from levels of activity in other regions of the world.

Failure to maintain an acceptable safety record may have an adverse impact on the Company’s ability to retain customers. The Company’s customers consider safety and reliability a primary concern in selecting a service provider. The Company must maintain a record of safety and reliability that is acceptable to its customers. Should this not be achieved, the ability to retain current customers and attract new customers may be adversely affected.

Adverse results of legal proceedings could materially adversely affect the Company. The Company is subject to and may in the future be subject to a variety of legal proceedings and claims that arise out of the ordinary conduct of its business. Results of legal proceedings cannot be predicted with certainty. Irrespective of its merits, litigation may be both lengthy and disruptive to the Company’s operations and may cause significant expenditure and diversion of management attention. The Company may be faced with significant monetary damages or injunctive relief against it that could materially adversely affect a portion of its business operations or materially and adversely affect the Company’s financial position and its results of operations should the Company fail to prevail in certain matters.

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The Company may undertake one or more significant corporate transactions that may not achieve their intended results, may adversely affect the Company’s financial condition and its results of operations, and may result in additional risks to its businesses. The Company continuously evaluates the acquisition of operating businesses and assets and may in the future undertake significant transactions. Any such transaction could be material to the Company’s business and could take any number of forms, including mergers, joint ventures, investments in new lines of business and the purchase of equity interests or assets. The form of consideration for such transactions may include, among other things, cash, common stock or equity interests in the Company’s subsidiaries. The Company also evaluates the disposition of its operating businesses and assets, in whole or in part, which could take the form of asset sales, mergers or sales of equity interests in its subsidiaries (privately or through a public offering), or the spin-off of equity interests of the Company’s subsidiaries to its stockholders.

These types of significant transactions may present significant risks and uncertainties, including distraction of management from current operations, insufficient revenue to offset liabilities assumed, potential loss of significant revenue and income streams, unexpected expenses, inadequate return of capital, potential acceleration of taxes currently deferred, regulatory or compliance issues, the triggering of certain covenants in the Company’s debt instruments (including accelerated repayment) and other unidentified issues not discovered in due diligence. As a result of the risks inherent in such transactions, the Company cannot guaranty that any such transaction will ultimately result in the realization of the anticipated benefits of the transaction or that significant transactions will not have a material adverse impact on the Company’s financial condition or its results of operations. If the Company were to complete such an acquisition, disposition, investment or other strategic transaction, it may require additional debt or equity financing that could result in a significant increase in its amount of debt or the number of outstanding shares of its Common Stock.

Investment in new business strategies and initiatives present risks not originally contemplated. The Company has invested, and in the future may again invest, in new business plans or acquisitions, some of which may not be directly linked to existing business lines or activities. These activities may involve significant risks and uncertainties, including distraction of management from current operations, insufficient revenue to offset liabilities assumed and expenses associated with the plans or acquisitions, inadequate return of capital, and unidentified issues not discovered in due diligence. Investments in these positions also may involve securities that are not very liquid. As a result of the risks inherent in new ventures, there can be no assurance that any such venture will be successful, or that new ventures will not have a material adverse impact on the Company’s financial position and its results of operations.

The Company engages in hedging activities which expose it to risks. The Company for corporate purposes and also as part of its energy trading activities, may use futures and swaps to hedge risks, such as escalation in fuel costs, agricultural materials, movements in foreign exchange rates and interest rates. The Company may also purchase inventory in larger than usual levels to lock in costs when it believes there may be large increases in the price of raw materials or other materials used in its businesses. Such purchases expose the Company to risks of meeting margin calls and drawing on its capital, counterparty risk due to failure of an exchange or institution with which it has done a swap, incurring higher costs than competitors or similar businesses that do not engage in such strategies, and losses on its investment portfolio. Such strategies can also cause earnings to be volatile.

The Company’s operations in the U.S. Gulf of Mexico have been adversely impacted by the Deepwater Horizon drilling rig accident and resulting oil spill. On April 22, 2010, the Deepwater Horizon, a semi-submersible deepwater drilling rig operating in the U.S. Gulf of Mexico, sank after an apparent blowout and fire resulting in a significant flow of hydrocarbons from the BP Macondo well (the “Deepwater Horizon/BP Macondo Well Incident”). The Company’s Offshore Marine Services and Aviation Services segments have extensive operations in the U.S. Gulf of Mexico, which, along with those of certain of its customers, may be adversely impacted by, among other factors:

• the previously imposed drilling moratorium by the U.S. Department of the Interior that directed lessees and operators to cease drilling all new deepwater wells on federal leases in the U.S. Gulf of Mexico, the additional safety and certification requirements for drilling activities imposed for the approval of

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development and production activities and the delayed approval of applications to drill in both deep and shallow-water areas;

• the suspension, stoppage or termination by customers of existing contracts and the demand by customers for new or renewed contracts in the U.S. Gulf of Mexico and other affected regions;

• unplanned customer suspensions, cancellations, rate reductions or non-renewals of commitments to charter vessels and aviation equipment or failures to finalize commitments to charter vessels and aviation equipment;

• new or additional government regulations or laws concerning drilling operations in the U.S. Gulf of Mexico and other regions; and

• the cost or availability of relevant insurance coverage.

Any one or a combination of these factors could reduce revenues, increase operating costs and have a material adverse effect on the Company’s financial position and its results of operations.

The Company could incur liability in connection with providing spill response services. The Company may incur increased legal fees and costs in connection with providing spill and emergency response services, including the Company’s involvement in response to the Deepwater Horizon/BP Macondo Well Incident. Several of the Company’s business segments are currently defendants in litigation arising from the Deepwater Horizon/BP Macondo Well Incident and the Company expects it may be named in additional litigation regarding its response services. Although companies are generally exempt in the United States from liability under the CWA for their own actions and omissions in providing spill response services, this exemption might not apply if a company were found to have been grossly negligent or to have engaged in willful misconduct, or if it were to have failed to provide these services consistent with the National Contingency Plan or as otherwise directed under the CWA. In addition, the exemption under the federal CWA would not protect a company against liability for personal injury or wrongful death claims, or against prosecution under other federal or state laws. All of the coastal states of the United States in which the Company provides services have adopted similar exemptions, however, several inland states have not. If a court or other applicable authority were to determine that the Company does not benefit from federal or state exemptions from liability in providing emergency response services, or if the other defenses asserted by the Company and its business segments are rejected, the Company could be liable together with the local contractor and the responsible party for any resulting damages, including damages caused by others, subject to the indemnification provisions and other liability terms and conditions negotiated with its domestic clients. In the international market, the Company does not benefit from the spill response liability protection provided by the CWA and, therefore, is subject to the liability terms and conditions negotiated with its international clients, in addition to any other defenses available to the Company and its business segments. In connection with claims relating to clean-up operations following the Deepwater Horizon/BP Macondo Well Incident, the responsible party acknowledged and agreed to indemnify and defend one of the Company’s business segments pursuant and subject to certain contractual agreements.

If Congress repeals the $75.0 million cap for non-reclamation liabilities under OPA 90 or otherwise scales back the protections afforded to contractors thereunder, there may be increased exposure for remediation work and the cost for securing insurance for such work may become prohibitively expensive. Without affordable insurance and appropriate legislative regulation limiting liability, drilling, exploration, remediation and further investment in oil and gas exploration in the U.S. Gulf of Mexico may be discouraged and thus reduce the demand for the Company’s services.

Negative publicity may adversely impact the Company. Media coverage and public statements that insinuate improper actions by the Company, regardless of their factual accuracy or truthfulness, may result in negative publicity, litigation or governmental investigations by regulators. Addressing negative publicity and any resulting litigation or investigations may distract management, increase costs and divert resources. Negative publicity may have an adverse impact on the Company’s reputation and the morale of its employees, which could adversely affect the Company’s financial position and its results of operations.

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Increased domestic and international laws and regulations may adversely impact the Company. Changes in laws or regulations regarding offshore oil and gas exploration and development activities, including the previously imposed drilling moratorium issued by the U.S. Department of the Interior directing lessees and operators to cease drilling all new deepwater wells on federal leases in the U.S. Gulf of Mexico, may increase the cost or availability of insurance coverage and may influence decisions by customers or other industry participants that could reduce the demand for the Company’s services, which would have a negative impact on the Company’s Offshore Marine Services and Aviation Services segments.

Risks from the Company’s international operations. The Company operates vessels, leases helicopters, provides environmental services and transacts other business worldwide. Its ability to compete in the international offshore energy support market and environmental services market may be adversely affected by foreign government regulations that favor or require the awarding of contracts to local competitors, or that require foreign persons to employ citizens of, or purchase supplies from, a particular jurisdiction. Further, the Company’s foreign subsidiaries may face governmentally imposed restrictions on their ability to transfer funds to their parent company.

Activity outside the United States involves additional risks, including the possibility of:

• United States embargoes or restrictive actions by U.S. and foreign governments that could limit the Company’s ability to provide services in foreign countries;

• A change in, or the imposition of, withholding or other taxes on foreign income, tariffs or restrictions on foreign trade and investment;

• limitations on the repatriation of earnings or currency exchange controls and import/export quotas;

• local cabotage and local ownership laws and requirements;

• nationalization, expropriation, asset seizure, blockades and blacklisting;

• limitations in the availability, amount or terms of insurance coverage;

• loss of contract rights and inability to enforce contracts;

• political instability, war and civil disturbances or other risks that may limit or disrupt markets, such as terrorist attacks, piracy and kidnapping;

• fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand for the Company’s services and its profitability;

• potential noncompliance with a wide variety of laws and regulations, such as the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), and similar non-U.S. laws and regulations, including the U.K. Bribery Act 2010;

• labor strikes;

• changes in general economic and political conditions; and

• difficulty in staffing and managing widespread operations.

Unstable political, military and economic conditions in foreign countries where a significant proportion of Offshore Marine Services’ operations are conducted could adversely impact the Company’s business. During the year ended December 31, 2011, approximately 69% of Offshore Marine Services’ operating revenues resulted from its foreign operations. These operations are subject to risks, including potential vessel seizure, terrorist attacks, piracy, kidnapping, nationalization of assets, currency restrictions, import or export quotas and other forms of public and government regulation, all of which are beyond the Company’s control. Economic sanctions or an oil embargo, for example, could have significant impact on activity in the oil and gas industry and, correspondingly, on the Company should Offshore Marine Services operate vessels in a country subject to any sanctions or embargo, or in the surrounding region to the extent any sanctions or embargo disrupts its operations.

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Offshore Marine Services, Marine Transportation Services, Aviation Services and Commodity Trading and Logistics rely on several customers for a significant share of their revenues, the loss of any of which could adversely affect each of their businesses and operating results. The portion of Offshore Marine Services’, Marine Transportation Services’, Aviation Services’ and Commodity Trading and Logistics’ revenues attributable to any single customer may change over time, depending on the level of relevant activity by any such customer, the segment’s ability to meet the customer’s needs and other factors, many of which are beyond the Company’s control. The loss of any large customer or several mid-size customers could have a material and adverse effect on such segment’s or the Company’s financial position or its results of operations.

Consolidation of the Company’s customer base could adversely affect demand for its services and reduce its revenues. In recent years, oil and natural gas companies, energy companies and drilling contractors have undergone substantial consolidation and additional consolidation is possible. Consolidation results in fewer companies to charter or contract for the Company’s services. Also, merger activity among both major and independent oil and natural gas companies affects exploration, development and production activity as the consolidated companies integrate operations to increase efficiency and reduce costs. Less promising exploration and development projects of a combined company may be dropped or delayed. Such activity may result in an exploration and development budget for a combined company that is lower than the total budget of both companies before consolidation, which could adversely affect demand for the Company’s Offshore Marine Services’ vessels, Marine Transportation Services’ tankers, Aviation Services’ helicopters and Environmental Services’ products and services, thereby reducing the Company’s revenues.

The Company may be unable to maintain or replace its offshore support vessels as they age. As of December 31, 2011, the average age of the Company’s Offshore Marine Services’ vessels, excluding its standby safety and wind farm utility vessels, was approximately 11 years. The Company believes that after an offshore support vessel has been in service for approximately 20 years, the expense (which typically increases with age) necessary to satisfy required marine certification standards may not be economically justifiable. The Company may be unable to carry out drydockings of its vessels or may be limited by insufficient shipyard capacity, which could adversely affect its ability to maintain its vessels. In addition, market conditions may not justify these expenditures or enable the Company to operate its older vessels profitably during the remainder of their economic lives. There can be no assurance that the Company will be able to maintain its fleet by extending the economic life of existing vessels, or that its financial resources will be sufficient to enable it to make expenditures necessary for these purposes or to acquire or build replacement vessels.

An increase in the supply of offshore support vessels or tankers could have an adverse impact on the charter rates earned by the Company’s offshore support vessels and tankers. Expansion of the supply of the worldwide offshore support vessel fleet would increase competition in the markets in which Offshore Marine Services operates. The refurbishment of disused or “mothballed” vessels, conversion of vessels from uses other than oil and gas exploration and production support and related activities or construction of new vessels could all add vessel capacity to current worldwide levels. A significant increase in vessel capacity could lower charter rates and result in lower operating revenues. Similarly, should competitors in the domestic petroleum and chemical product tanker industry construct a significant number of new tankers or large capacity integrated or articulated tug and barge units, demand for tanker assets could be adversely affected.

If the Company does not restrict the amount of foreign ownership of its Common Stock, it could be prohibited from operating offshore support vessels, inland river vessels and barges and tankers in the United States and could be prohibited from operating helicopters, which would adversely impact its business and operating results. The Company is subject to the Jones Act, which governs, among other things, the ownership and operation of offshore support vessels, tankers and barges used to carry cargo between U.S. ports. The Jones Act requires that vessels engaged in the U.S. coastwise trade be built in the United States, registered under the U.S. flag, manned by predominantly U.S. crews, and owned and operated by U.S. citizens within the meaning of

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the Jones Act. The Company is also subject to regulations pursuant to the Federal Aviation Act and other statutes (“Aviation Acts”). Generally, aircraft operating in the United States must be registered in the United States. In order to register such aircraft under the Aviation Acts, the Company must be owned or controlled by U.S. citizens. Although SEACOR’s Restated Certificate of Incorporation and by-laws contain provisions intended to assure compliance with these provisions of the Jones Act and the Aviation Acts, a failure to maintain compliance would adversely affect the Company’s financial position and its results of operations and the Company would be prohibited from operating vessels in the U.S. coastwise trade and helicopters in the United States during any period in which the Company does not comply or cannot demonstrate to the satisfaction of the relevant governmental authorities the Company’s compliance with the Jones Act and the Aviation Acts. In addition, the Company could be subject to fines and its vessels could be subject to seizure and forfeiture for violations of the Jones Act and the related U.S. vessel documentation laws.

Repeal, Amendment, Suspension or Non-Enforcement of the Jones Act would result in additional competition for Offshore Marine Services, Marine Transportation Services and Inland River Services and could have a material adverse effect on the Company’s business. A substantial portion of the operations of Offshore Marine Services, Marine Transportation Services and Inland River Services are conducted in the U.S. coastwise trade. Subject to limited exceptions, the Jones Act requires that vessels engaged in U.S. coastwise trade be built in the United States, registered under the U.S. flag, manned by predominantly U.S. crews, and owned and operated by U.S. citizens within the meaning of the Jones Act. There have been attempts to repeal or amend such provisions, and such attempts are expected to continue in the future. Repeal, substantial amendment or wavier of such provisions would result in additional competition from vessels built in lower-cost foreign shipyards, owned and manned by foreign nationals with promotional foreign tax incentives and with lower wages and benefits than U.S. citizens, which could have a material adverse effect on the Company’s business, financial position and its results of operations. In addition, the Company’s advantage as a U.S.-citizen operator of Jones Act vessels could be eroded by periodic efforts and attempts by foreign interests to circumvent certain aspects of the Jones Act. If maritime cabotage services were included in the General Agreement on Trade in Services, the North American Free Trade Agreement or other international trade agreements, or if the restrictions contained in the Jones Act were otherwise altered, the shipping of maritime cargo between covered U.S. ports could be opened to foreign-flag or foreign-built vessels.

Restrictions on foreign ownership of the Company’s vessels could limit its ability to sell off any portion of its business or result in the forfeiture of its vessels. Compliance with the Jones Act requires that non-U.S. citizens own no more than 25% in the entities that directly or indirectly own the vessels that the Company operates in the U.S. coastwise trade. If the Company were to seek to sell any portion of its business that owns any of these vessels, it would have fewer potential purchasers, since some potential purchasers might be unable or unwilling to satisfy the U.S. citizenship restrictions described above. As a result, the sales price for that portion of the Company’s business may not attain the amount that could be obtained in an unregulated market. Furthermore, if at any point the Company or any of the entities that directly or indirectly own its vessels cease to satisfy the requirements to be a U.S. citizen within the meaning of the Jones Act, the Company would become ineligible to operate in the U.S. coastwise trade and may become subject to penalties and risk forfeiture of its vessels.

SEACOR’s certificate of incorporation limits the ownership of Common Stock by individuals and entities that are not U.S. citizens within the meaning of the Jones Act. These restrictions may affect the liquidity of the SEACOR’s Common Stock and may result in non-U.S. citizens being required to sell their shares at a loss or relinquish their voting, dividend and distribution rights. Under the Jones Act, at least 75% of the outstanding shares of each class or series of SEACOR’s capital stock must be owned and controlled by U.S. citizens within the meaning of the Jones Act. Certain provisions of SEACOR’s certificate of incorporation are intended to facilitate compliance with this requirement and may have an adverse effect on holders of shares of the Common Stock.

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Under the provisions of SEACOR’s Restated Certificate of Incorporation, the aggregate percentage of ownership by non-U.S. citizens of any class of SEACOR’s capital stock (including Common Stock) is limited to 22.5% of the outstanding shares of each such class to ensure that such foreign ownership will not exceed the maximum percentage permitted by the Jones Act, which is presently 25%. (The Restated Certificate of Incorporation authorizes SEACOR’s Board of Directors, under certain circumstances, to increase the foregoing permitted percentage to 24%.) The Restated Certificate of Incorporation further provides that any issuance or transfer of shares to non-U.S. citizens in excess of such permitted percentage shall be ineffective as against the Company and that neither the Company nor its transfer agent shall register such purported issuance or transfer of shares to non-U.S. citizens or be required to recognize the purported transferee or owner as a stockholder of the Company for any purpose whatsoever except to exercise the Company’s remedies. Any such excess shares in the hands of a non-U.S. citizen shall not have any voting or dividend rights and are subject to redemption by the Company in its discretion. The liquidity or market value of the shares of common stock may be adversely impacted by such transfer restrictions.

As a result of the above provisions, a proposed transferee of the Common Stock that is a non-U.S. citizen may not receive any return on its investment in shares it purportedly purchases or owns, as the case may be, and it may sustain a loss. The Company, in its discretion, is entitled to redeem all or any portion of such shares most recently acquired (as determined by its Board of Directors in accordance with guidelines that are set forth in its Restated Certificate of Incorporation), by non-U.S. citizens, in excess of such maximum permitted percentage for such class or series at a redemption price based on a fair market value formula that is set forth in the Company’s Restated Certificate of Incorporation, which may be paid in cash or promissory notes at the discretion of the Company. Such excess shares shall also not be accorded any voting, dividend or distribution rights until they have ceased to be excess shares, provided that they have not been already redeemed by the Company. As a result of these provisions, a purported stockholder who is a non-U.S. citizen may be required to sell its shares of Common Stock at an undesirable time or price and may not receive any return on its investment in such shares. Further, the Company may have to incur additional indebtedness, or use available cash (if any), to fund all or a portion of such redemption, in which case the Company’s financial condition may be materially weakened.

So that the Company may ensure its compliance with the Jones Act, its Restated Certificate of Incorporation permits it to require that owners of any shares of its capital stock provide confirmation of their citizenship. In the event that a person does not submit such documentation to the Company, its Restated Certificate of Incorporation provides the Company with certain remedies, including the suspension of the payment of dividends and distributions with respect to those shares into an escrow account. As a result of non-compliance with these provisions, an owner of the shares of the Company’s Common Stock may lose significant rights associated with those shares.

In addition to the risks described above, the foregoing foreign ownership restrictions could delay, defer or prevent a transaction or change in control that might involve a premium price for the Company’s Common Stock or otherwise be in the best interest of the Company’s stockholders.

If non-U.S. citizens own more than 22.5% of SEACOR’s Common Stock, the Company may not have the funds or the ability to redeem any excess shares and it could be forced to suspend its operations in the U.S. coastwise trade. SEACOR’s Restated Certificate of Incorporation contains provisions prohibiting ownership of its Common Stock by non-U.S. citizens, in the aggregate, in excess of 22.5% of such shares. In addition, the Restated Certificate of Incorporation permits the Company to redeem such excess shares. The per share redemption price may be paid, as determined by the Company’s Board of Directors, by cash or promissory notes. However, the Company may not be able to redeem such excess shares for cash because its operations may not have generated sufficient excess cash flow to fund such redemption. If, for any reason, the Company is unable to effect such a redemption when such ownership of shares by non-U.S. citizens is in excess of 25.0% of the Common Stock, or otherwise prevent non-U.S. citizens in the aggregate from owning shares in excess of 25.0% of any such class or series of the Company’s capital stock, or fail to exercise its redemption rights because it is unaware that such ownership exceeds such percentage, the Company will likely be unable to comply with the

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Jones Act and will likely be required by the applicable governmental authorities to suspend its operations in the U.S. coastwise trade. Any such actions by governmental authorities would have a severely detrimental impact on the Company’s financial position and its results of operations.

The Outer Continental Shelf Lands Act, as amended, provides the federal government with broad discretion in regulating the leasing of offshore resources for the production of oil and gas. Because Offshore Marine Services’ and Aviation Services’ operations rely on offshore oil and gas exploration and production, the government’s exercise of authority under the provisions of the Outer Continental Shelf Lands Act to restrict the availability of offshore oil and gas leases could have a material adverse effect on the Company’s financial position and its results of operations.

Operational risks could disrupt operations and expose the Company to liability. The operation of offshore support vessels, tankers, roll-on/roll-off vessels, inland river towboats, tugs, helicopters, oil spill response vessels and barges is subject to various risks, including catastrophic disaster, adverse weather, mechanical failure and collision. Additional risks to vessels include adverse sea conditions, capsizing, grounding, oil and hazardous substance spills and navigation errors. These risks could endanger the safety of the Company’s personnel, equipment, cargo and other property, as well as the environment. If any of these events were to occur, the Company could be held liable for resulting damages, including loss of revenues from or termination of charter contracts, higher insurance rates, and damage to the Company’s reputation and customer relationships. In addition, the affected vessels or helicopters could be removed from service and would then not be available to generate revenues.

Operational risks related to Aviation Services including, but not limited to, safety issues with respect to certain helicopter models and equipment failure could adversely impact results of operations and in some instances, expose the Company to liability. Risks relating to the operation of helicopters include harsh weather and marine conditions, mechanical failures, crashes, and collisions, which may result in personal injury, loss of life, damage to property and equipment, and the suspension or reduction of operations. The Company’s aircraft have been involved in accidents in the past, some of which have included loss of life and property damage. The Company may experience similar accidents in the future. If the Company or other operators experience incidents with helicopter models that the Company operates or contract-leases, obligating the Company to take such helicopters out of service until the cause of the incidents is rectified, the Company would lose revenue and might lose customers. In addition, safety issues experienced by a particular model of helicopter could result in customers refusing to use a particular helicopter model or a regulatory body grounding that particular helicopter model. The value of the helicopter model might also be permanently reduced in the market if the model were to be considered less desirable for future service.

Helicopter operations involve risks that may not be covered by the Company’s insurance or the Company’s insurance may be inadequate to protect it from the liabilities that could arise. The operation of helicopters inherently involves a degree of risk. Hazards include adverse weather conditions, collisions, fire and mechanical failures, which may result in death or injury to personnel, damage to equipment, loss of operating revenues, contamination of cargo, pollution and other environmental damages and increased costs. The Company also is exposed to liabilities including aviation malfunctions and crashes, FAA and foreign aviation regulation compliance, including grounding certain aircraft, and environmental compliance. The Company also may be adversely affected by accidents involving aircraft that it does not own or operate, particularly if they involve the same model of aircraft as in the Company’s fleet. The Company carries insurance, including hull and liability, liability and war risk, general liability, workers’ compensation, and other insurance customary in the industry in which it operates. The Company also conducts training and safety programs to promote a safe working environment and minimize hazards. The Company’s insurance coverage is subject to deductibles and maximum coverage amounts. The Company’s insurance policies are also subject to compliance with certain conditions, the failure of which could lead to a denial of coverage as to a particular claim or the voiding of a particular insurance policy. The amount of insurance coverage the Company is able to maintain may be inadequate to cover all potential liabilities or the total amount of insured claims and liabilities. The Company cannot assure that its existing insurance coverage can be renewed at commercially reasonable rates or that it will be possible to obtain

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insurance to protect against all of its operational risks and liabilities. Any material liability not covered by insurance or for which third-party indemnification is not available, would have a material adverse effect on the Company’s financial condition, results of operations and/or cash flows.

Revenues from Aviation Services are dependent on flight hours, which are subject to adverse weather conditions and seasonality. A significant portion of the Company’s revenues from Aviation Services is dependent on actual flight hours. Prolonged periods of adverse weather, storms and the effect of fewer hours of daylight adversely impact Aviation Services. Winter months generally have more days of adverse weather conditions than the other months of the year, with poor visibility, high winds, heavy precipitation and fewer daylight hours, all of which adversely affect helicopter operations. In addition, June through November is tropical storm season in the U.S. Gulf of Mexico; during tropical storms, helicopters are unable to operate in the area of a storm. In addition, many of Aviation Services’ facilities are located along the U.S. Gulf of Mexico coast, and tropical storms may cause damage to its property.

The helicopter industry is subject to intense competition. The helicopter industry is highly competitive and involves an aggressive bidding process among providers having the necessary equipment, operational experience and resources. The Company must provide safe and efficient service or risk losing customers or the termination of contracts, which could result in lost market share and have a material adverse effect on the Company’s financial position and its results of operations.

Consolidation in the aircraft parts industry could affect the service and operation of Aviation Services’ helicopters. A reduction in the number of approved parts suppliers or a consolidation in the spare parts redistribution market could interrupt or delay the supply of aircraft components, adversely affecting Aviation Services’ ability to meet service commitments to customers and could cause Aviation Services to lose opportunities with existing and future customers. Aviation Services might not be able to qualify or identify alternative suppliers in a timely fashion, or at all. Consolidations involving suppliers could further reduce the number of alternatives for Aviation Services and affect the cost of components. An increase in the cost of components could make Aviation Services less competitive and result in lower margins.

Revenues from Marine Transportation Services could be adversely affected by a decline in demand for domestic refined petroleum products, crude oil or chemical products, or a change in existing methods of delivery. A reduction in domestic consumption of refined petroleum products, crude oil or chemical products, the development of alternative methods of delivery of refined petroleum, crude oil, and a reduction in domestic refining capacity could reduce demand for the Company’s services.

Construction of additional refined petroleum product, natural gas or crude oil pipelines could have a material adverse effect on Marine Transportation Services’ revenues. Long-haul transportation of refined petroleum products, crude oil and natural gas is generally less costly by pipeline than by tanker. Existing pipeline systems are either insufficient to meet demand in, or do not reach all of, the markets served by Marine Transportation Services’ tankers. The construction and operation of new pipeline segments to the Florida market could have a material and adverse effect on Marine Transportation Services’ business.

The Company is subject to complex laws and regulations, including environmental laws and regulations that can adversely affect the cost, manner or feasibility of doing business. Increasingly stringent federal, state, local and international laws and regulations governing worker safety and health and the manning, construction and operation of vessels significantly affect the Company’s operations. Many aspects of the marine industry are subject to extensive governmental regulation by the USCG, Occupational Safety and Health Administration (“OSHA”), the National Transportation Safety Board (“NTSB”) and the U.S. Customs and Border Protection, and to regulation by port states and class society organizations, such as the American Bureau of Shipping, as well as to international regulations from international treaties, such as the Safety of Life at Sea convention administered by port states and class societies. The USCG, OSHA and NTSB set safety standards and are authorized to investigate vessel accidents and recommend improved safety standards. The U.S. Customs and Boarder Protection and USCG are authorized to inspect vessels at will.

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The Company’s business and operations are also subject to federal, state, local and international laws and regulations that control the discharge of oil and hazardous materials into the environment or otherwise relate to environmental protection and occupational safety and health. Compliance with such laws and regulations may require installation of costly equipment or operational changes, and the phase-out of certain product tankers. Failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of the Company’s operations. Some environmental laws impose strict and, under certain circumstances, joint and several liability for remediation of spills and releases of oil and hazardous materials and damage to natural resources, which could subject the Company to liability without regard to whether it was negligent or at fault. These laws and regulations may expose the Company to liability for the conduct of or conditions caused by others, including charterers. Moreover, these laws and regulations could change in ways that substantially increase the Company’s costs. The Company cannot be certain that existing laws, regulations or standards, as currently interpreted or reinterpreted in the future, or future laws and regulations will not have a material adverse effect on its business, results of operations and financial condition. For more information, see Item 1. “Government Regulation – Environmental Compliance.”

Emergency response revenues are subject to significant volatility. Environmental Services’ response revenues and profitability are event driven and can vary greatly from quarter-to-quarter and year-to-year based on the number and magnitude of responses.

A change in oil spill regulation could reduce demand for Environmental Services’ emergency response services. Environmental Services is dependent upon regulations promulgated under OPA 90, international conventions and, to a lesser extent, local regulations. A change in emergency regulations and/or increased competition from non-profit competitors could decrease demand for Environmental Services’ emergency response services and/or increase costs without a commensurate increase in revenue.

A relaxation of oil spill regulation or enforcement could reduce demand for Environmental Services’ emergency response services. Environmental Services is dependent upon the enforcement of regulations promulgated under OPA 90, international conventions and, to a lesser extent, local regulations. Less stringent emergency regulations or less aggressive enforcement of these regulations could decrease demand for Environmental Services’ emergency response services. There can be no assurance that oil spill regulation will not be relaxed or enforcement of existing or future regulation will not become less stringent. If this happens, the demand for Environmental Services’ emergency response services could be adversely impacted.

A change in, or revocation of, National Response Corporation’s classification as an Oil Spill Removal Organization could result in a loss of business. The National Response Corporation (“NRC”) is classified by the USCG as an Oil Spill Removal Organization (“OSRO”). The USCG classifies OSROs based on their overall ability to respond to various types and sizes of oil spills. USCG-classified OSROs have a competitive advantage over non-classified service providers because customers of a classified OSRO may cite classified OSROs in their response plans in lieu of listing their oil spill response resources in filings with the USCG. A loss of NRC’s classification or changes in the requirements for classification could eliminate or diminish NRC’s ability to provide customers with this exemption. If this happens, Environmental Services could lose customers.

Environmental Services could incur liability in connection with providing spill response services. Although Environmental Services is generally exempt in the United States from liability under the CWA for its own actions and omissions in providing spill response services, this exemption might not apply if it were found to have been grossly negligent or to have engaged in willful misconduct, or if it were to have failed to provide these services consistent with applicable regulations and directives under the CWA. In addition, the exemption under the federal CWA would not protect Environmental Services against liability for personal injury or wrongful death, or against prosecution under other federal or state laws. Although most of the states within the United States in which Environmental Services provides services have adopted similar exemptions, several states have not. If a court or other applicable authority were to determine that Environmental Services does not benefit from federal or state exemptions from liability in providing emergency response services, Environmental

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Services could be liable together with the local contractor and the responsible party for any resulting damages, including damages caused by others. In the international market, Environmental Services does not benefit from the spill response liability protection provided by the CWA and therefore is subject to the liability terms and conditions negotiated with its international clients.

Inland River Services could experience variation in freight rates. Freight transportation rates may fluctuate as the volume of cargo and availability of barges change. The volume of freight transported on the Inland River Waterways may vary as a result of various factors, such as global economic conditions and business cycles, domestic and international agricultural production and demand, and foreign currency exchange rates. Barge participation in the industry can also vary year-to-year and is dependent on the number of barges built and retired from service. Extended periods of high barge availability and low cargo demand could adversely impact Inland River Services.

Inland River Services’ results of operations could be adversely affected by the decline in U.S. grain exports. Inland River Services’ business is significantly affected by the volume of grain exports handled through ports in the U.S. Gulf of Mexico. Grain exports can vary due to a number of factors including crop harvest yield levels in the United States and abroad, and the demand for grain in the United States. A shortage of available grain overseas can increase demand for U.S. grain. Conversely, an abundance of grain overseas can decrease demand for U.S. grain. A decline in exports could result in excess barge capacity, which would likely lower freight rates earned by Inland River Services.

Inland River Services’ results of operations could be adversely affected by international economic and political factors. The actions of foreign governments could affect the import and export of the dry-bulk commodities typically transported by Inland River Services. Foreign trade agreements and each country’s adherence to the terms of such agreements can raise or lower demand for U.S. imports and exports of the dry-bulk commodities that Inland River Services transports. National and international boycotts and embargoes of other countries’ or U.S. imports or exports together with the raising or lowering of tariff rates could affect the demand for the transportation of cargos handled by Inland River Services. These actions or developments could have an adverse impact on Inland River Services.

Inland River Services’ results of operations are affected by seasonal activity. Inland River Services’ business is seasonal, and its quarterly revenues and profits have historically been lower in the first and second quarters of the year and higher in the third and fourth quarters, during the grain harvest.

Inland River Services’ results of operations are affected by adverse weather and river conditions. Weather patterns can affect river levels and cause ice conditions during winter months, which can hamper barge navigation. Locks and dams on river systems may be closed for maintenance or other causes, which may delay barge movements. These conditions could adversely impact Inland River Services.

The aging infrastructure on the U.S. Inland River Waterways may lead to increased costs and disruptions in Inland River Services’ operations. Many of the locks and dams on the U.S. Inland River Waterways were built early in the last century, and their age makes them costly to maintain and susceptible to unscheduled maintenance outages. Delays caused by malfunctioning locks and dams could increase Inland River Services’ operating costs and delay the delivery of cargos. Moreover, in the future, increased diesel fuel user taxes could be imposed to fund necessary infrastructure improvements, and such increases may not be recoverable by Inland River Services through pricing increases.

Inland River Services’ results of operations could be materially and adversely affected by fuel price fluctuations. For the most part, Inland River Services purchases towboat and fleeting services from third party vendors. The price of these services can rise when fuel prices escalate and could adversely impact Inland River Services’ results of operation.

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The Company’s insurance coverage may be inadequate to protect it from the liabilities that could arise in its businesses. Although the Company maintains insurance coverage against the risks related to its businesses, risks may arise for which the Company may not be insured. Claims covered by insurance are subject to deductibles, the aggregate amount of which could be material. Insurance policies are also subject to compliance with certain conditions, the failure of which could lead to a denial of coverage as to a particular claim or the voiding of a particular insurance policy. There also can be no assurance that existing insurance coverage can be renewed at commercially reasonable rates or that available coverage will be adequate to cover future claims. If a loss occurs that is partially or completely uninsured, the Company could be exposed to substantial liability.

The Company’s global operations are subject to certain foreign currency, interest rate, fixed-income, equity and commodity price risks. The Company is exposed to certain foreign currency, interest rate, fixed-income, equity and commodity price risks. Some of these risks may be hedged, but fluctuations could impact the Company’s financial position and its results of operations. The Company has, and anticipates that it will continue to have, contracts denominated in foreign currencies. It is often not practicable for the Company to effectively hedge the entire risk of significant changes in currency rates during a contract period. The Company’s financial position and its results of operations have been negatively impacted for certain periods and positively impacted for other periods, and may continue to be affected to a material extent by the impact of foreign currency exchange rate fluctuations. The Company’s financial position and its results of operations may also be affected by the cost of hedging activities that the Company undertakes. The Company holds a large proportion of its net assets in cash equivalents and short-term investments, including a variety of public and private debt and equity instruments. Such investments subject the Company to risks generally inherent in the capital markets. Given the relatively high proportion of the Company’s liquid assets relative to its overall size, its financial position and its results of operations may be materially affected by the results of the Company’s capital management and investment activities and the risks associated with those activities. Volatility in the financial markets and overall economic uncertainty also increase the risk that the actual amounts realized in the future on the Company’s debt and equity instruments could differ significantly from the fair values currently assigned to them. In addition, changes in interest rates may have an adverse impact on the Company’s financial position and its results of operations.

Commodity Trading and Logistics’ results of operations may be materially adversely affected by the availability, demand and price of agricultural commodities, weather, disease, government programs, and competition. The availability and price of agricultural commodities may fluctuate widely due to unpredictable factors such as weather, plantings, government programs and policies, changes in global demand resulting from population growth and changes in standards of living, and global production of similar and competitive crops. Reduced supply of agricultural commodities due to weather-related factors or other reasons could adversely affect Commodity Trading and Logistics’ profitability. Reduced supplies of agricultural commodities could limit Commodity Trading and Logistics’ ability to procure, transport, store, process, and merchandise agricultural commodities in an efficient manner. In addition, the availability and price of agricultural commodities can be affected by other factors, such as plant disease, which can result in crop failures and reduced harvests.

Commodity Trading and Logistics’ is subject to economic downturns, political instability and other risks of doing business globally, which could adversely affect operating results. Commodity Trading and Logistics conducts its business in many countries and geographic areas, and plans to expand its business in emerging market areas such as Asia, Africa and parts of the Caribbean. Both developed and emerging market areas are subject to economic downturns and emerging market areas could be subject to more volatile economic, political and market conditions. Such economic downturns and volatile conditions may have a negative impact on Commodity Trading and Logistics’ ability to execute its business strategies and on its financial position and its results of operations. Commodity Trading and Logistics’ results of operations could be affected by changes in trade, monetary and fiscal policies, laws and regulations, and other activities of governments, agencies, and similar organizations, including political conditions, trade regulations affecting production, pricing and marketing of products, local labor conditions and regulations, burdensome taxes and tariffs, enforceability of legal agreements and judgments, and other trade barriers.

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Commodity Trading and Logistics is subject to government policies and regulations, in general, and specifically those affecting the agricultural sector and related industries, which could adversely affect its operating results. Agricultural production and trade flows are subject to government policies and regulations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, whether unprocessed or processed commodity products are traded, the volume and types of imports and exports, the availability and competitiveness of feedstocks as raw materials, and industry profitability. In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions. Future government policies may adversely affect the supply of, demand for, and prices of Commodity Trading and Logistics’ products, restrict its ability to do business in its existing and target markets, and negatively impact revenues and operating results.

Commodity Trading and Logistics is subject to numerous laws and regulations globally that could adversely affect operating results. Commodity Trading and Logistics is required to comply with the numerous and broad reaching laws and regulations administered by United States federal, state, local, and foreign governmental agencies relating to, but not limited to, the sourcing, transporting, storing and merchandising of agricultural commodities and products. Any failure to comply with applicable laws and regulations could subject Commodity Trading and Logistics to administrative penalties and injunctive relief, civil remedies, including fines, injunctions, and recalls of its products.

Commodity Trading and Logistics’ risk management strategies may not be effective. Commodity Trading and Logistics’ business is affected by counterparty risk including non-performance by suppliers, vendors and counterparties, fluctuations in agricultural commodity prices, transportation costs, energy prices, interest rates, and foreign currency exchange rates. Although Commodity Trading and Logistics may engage in hedging transactions to manage these risks, such transactions may not be successful in mitigating its exposure to these fluctuations and may adversely affect operating results.

The Company’s inability to attract and retain qualified personnel could have an adverse effect on its business. Attracting and retaining skilled personnel across all of the Company’s business segments is an important factor in its future success. The market for the personnel employed is highly competitive and the Company cannot be certain that it will be successful in attracting and retaining qualified personnel in the future.

The failure to successfully complete construction or conversion of the Company’s vessels, repairs, maintenance or routine drydockings on schedule and on budget could adversely affect the Company’s financial position and its results of operations. From time to time, the Company may have a number of vessels under conversion and may plan to construct or convert other vessels in response to current and future market conditions. The Company also routinely engages shipyards to drydock vessels for regulatory compliance and to provide repair and maintenance. Construction and conversion projects and drydockings are subject to risks of delay and cost overruns, resulting from shortages of equipment, lack of shipyard availability, unforeseen engineering problems, work stoppages, weather interference, unanticipated cost increases, inability to obtain necessary certifications and approvals and shortages of materials or skilled labor. A significant delay in either construction or drydockings could have a material adverse effect on contract commitments and revenues with respect to vessels under construction, conversion or undergoing drydockings. Significant cost overruns or delays for vessels under construction, conversion or retrofit could also adversely affect the Company’s financial position and its results of operations.

A Violation of the Foreign Corrupt Practices Act may adversely affect the Company’s business and operations. In order to effectively compete in certain foreign jurisdictions, the Company seeks to establish joint ventures with local operators or strategic partners. As a U.S. corporation, the Company is subject to the regulations imposed by the FCPA, which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or maintaining business. The Company has adopted stringent procedures to enforce compliance with the FCPA, but it may be held liable for

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actions taken by its strategic or local partners even though these partners may not be subject to the FCPA. Any determination that the Company has violated the FCPA could have a material adverse effect on its business and results of operations.

An outbreak of any contagious disease, such as H1N1 Flu, may adversely affect the Company’s business and operations. The outbreak of diseases, such as H1N1 Flu, commonly referred to as Swine Flu, has curtailed and may curtail travel to and from certain countries, or geographic regions. Restrictions on travel to and from these countries or other regions due to additional incidences for diseases, such as Swine Flu, could have a material adverse effect on the Company’s business, financial position or its results of operations.

There are risks associated with climate change and environmental regulations. Governments around the world have, in recent years, placed increasing attention on matters affecting the environment and this could lead to new laws or regulations pertaining to climate change, carbon emissions or energy use that in turn could result in a reduction in demand for hydrocarbon-based fuel. Governments could also pass laws or regulations encouraging or mandating the use of alternative energy sources such as wind power and solar energy, which may reduce demand for oil and natural gas and therefore the services provided by the Company. Such initiatives could have a material adverse effect on the Company’s financial position and its results of operations.

Ineffective Internal Controls could impact the Company’s Business and Operating Results: The Company’s internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If the Company fails to maintain the adequacy of its internal controls, including any failure to implement required new or improved controls, or if the Company experiences difficulties in their implementation, the Company’s business and operating results could be harmed and the company could fail to meet its financial reporting obligations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Offshore support vessels, helicopters, inland river towboats and barges, and tankers are the principal physical properties owned by the Company and are more fully described in “Offshore Marine Services,” “Aviation Services,” “Inland River Services” and “Marine Transportation Services” and in “Item 1. Business.”

ITEM 3. LEGAL PROCEEDINGS

On June 12, 2009, a purported civil class action was filed against the Company, Era Group Inc., Era Helicopters LLC and three other defendants (collectively, the “Defendants”) in the U.S. District Court for the District of Delaware, Superior Offshore International, Inc. v. Bristow Group Inc., et al., No. 09-CV-438 (D. Del.). The Complaint alleges that the Defendants violated federal antitrust law by conspiring with each other to raise, fix, maintain or stabilize prices for offshore helicopter services in the U.S. Gulf of Mexico during the period January 2001 to December 2005. The purported class of plaintiffs includes all direct purchasers of such services and the relief sought includes compensatory damages and treble damages. The Company believes that the claims set forth in the Complaint are without merit and intends to vigorously defend the action. On September 4, 2009, the Defendants filed a motion to dismiss the Complaint. On September 14, 2010, the Court entered an order dismissing the Complaint. On September 28, 2010, the plaintiffs filed a motion for reconsideration and amendment and a motion for re-argument (the “Motions”). On November 30, 2010, the Court granted the Motions, amended the Court’s September 14, 2010 Order to clarify that the dismissal was without prejudice, permitted the filing of an Amended Complaint, and authorized limited discovery with respect to the new allegations in the Amended Complaint. Following the completion of such limited discovery, on

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February 11, 2011, the Defendants filed a motion for summary judgment to dismiss the Amended Complaint with prejudice. On June 23, 2011, the Court granted summary judgment for the Defendants. On July 22, 2011, the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Third Circuit. On August 9, 2011, Defendants moved for certain excessive costs, expenses, and attorneys’ fees under 28 U.S.C. § 1927. That motion is fully briefed and a decision is pending. On October 11, 2011, the plaintiffs filed their opening appeal brief with the U.S. Court of Appeals for the Third Circuit. That motion is fully briefed and oral argument is calendared for March 20, 2012. The Company is unable to estimate the potential exposure, if any, resulting from these claims but believes they are without merit and will continue to vigorously defend the action.

On July 14, 2010, a group of individuals and entities purporting to represent a class commenced a civil action in the U.S. District Court for the Eastern District of Louisiana, Terry G. Robin, et al. v. Seacor Marine, L.L.C., et al., No. 2:10-cv-01986 (E.D. La.) (the “Robin Case”), in which they assert that support vessels, including vessels owned by the Company, responding to the explosion and resulting fire that occurred aboard the semi-submersible drilling rig, the Deepwater Horizon, were negligent in their efforts to save lives and put out the fire and contributed to the sinking of the Deepwater Horizon and subsequent oil spill. The action now is part of the overall multi-district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179 (“MDL”). The complaint seeks compensatory, punitive, exemplary, and other damages. In response to this lawsuit, the Company filed petitions seeking exoneration from, or limitation of liability in relation to, any actions that may have been taken by vessels owned by the Company to extinguish the fire. Pursuant to the Limitation of Liability Act, those petitions imposed an automatic stay on the Robin Case, and the court set a deadline of April 20, 2011 for individual claimants to assert claims in the limitation cases. Approximately 66 claims were submitted by the deadline in all of the limitation actions. On June 8, 2011, the Company moved to dismiss these claims (with the exception of one claim filed by a Company employee) on various legal grounds. On October 12, 2011, the Court granted the Company’s motion to dismiss in its entirety, dismissing with prejudice all claims that had been filed against the Company in the limitation actions (with the exception of one claim filed by a Company employee that was not subject to the motion to dismiss). The Court entered final judgments in favor of the Company in the Robin case and each of the limitation actions on November 21, 2011. On December 12, 2011, the claimants appealed each of those judgments to the Unites States Court of Appeals for the Fifth Circuit. A briefing schedule for the appeals has not yet been established. The Company is unable to estimate the potential exposure, if any, resulting from this matter but believes it is without merit and will continue to vigorously defend the action.

On July 20, 2010, two individuals purporting to represent a class commenced a civil action in the Civil District Court for the Parish of Orleans in the State of Louisiana, John Wunstell, Jr. and Kelly Blanchard v. BP, et al., No. 2010-7437 (Division K) (the “Wunstell Action”), in which they assert, among other theories, that Mr. Wunstell suffered injuries as a result of his exposure to certain noxious fumes and chemicals in connection with the provision of remediation, containment and response services by O’Brien’s Response Management Inc. (“O’Brien’s”), a subsidiary of SEACOR. The action now is part of the overall MDL. The complaint also seeks to establish a “class-wide court-supervised medical monitoring program” for all individuals “participating in BP’s Deepwater Horizon Vessels of Opportunity Program and/or Horizon Response Program” who allegedly experience injuries similar to Mr. Wunstell. The Company believes this lawsuit has no merit and will seek its dismissal. Pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend O’Brien’s in connection with the Wunstell Action and claims asserted in the MDL.

On December 15, 2010, SEACOR subsidiaries O’Brien’s and National Response Corporation (“NRC”) were named as defendants in one of the several consolidated “master complaints” that have been filed in the overall MDL. The master complaint naming O’Brien’s and NRC asserts various claims on behalf of a putative class against multiple defendants concerning the clean-up activities generally, and the use of dispersants specifically. By court order, the Wunstell Action has been stayed as a result of the filing of the referenced master complaint. The Company believes that the claims asserted against its subsidiaries in the master complaint have no merit and on February 28, 2011, O’Brien’s and NRC moved to dismiss all claims against them in the master complaint on legal grounds. On September 30, 2011, the Court granted in part and denied in part the motion to

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dismiss that O’Brien’s and NRC had filed (an amended decision was issued on October 4, 2011 that corrected several grammatical errors and non-substantive oversights in the original order). Although the Court refused to dismiss the referenced master complaint in its entirety at that time, the Court did recognize the validity of the “derivative immunity” and “implied preemption” arguments that O’Brien’s and NRC advanced and has directed O’Brien’s and NRC to (i) conduct limited discovery to develop evidence to support those arguments and (ii) then re-assert the arguments. A schedule for such limited discovery and future motion practice has been established by the Court and currently contemplates that O’Brien’s and NRC will file motions re-asserting their derivative immunity and implied preemption arguments on May 18, 2012. The Court did, however, dismiss all state-law claims and certain other claims that had been asserted in the referenced master complaint, and dismissed the claims of all plaintiffs that have failed to allege a legally-sufficient injury. Finally, the Court stated that the plaintiffs could file an amended master complaint and the plaintiffs have indicated that they intend to do so. In addition to the indemnity provided to O’Brien’s, pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend O’Brien’s and NRC in connection with these claims in the MDL.

Subsequent to the filing of the referenced master complaint, four additional individual civil actions have been filed in the U.S. District Court for the Eastern District of Louisiana concerning the clean-up activities generally, which name the Company, O’Brien’s and/or NRC as defendants and are part of the overall MDL. On April 8, 2011, O’Brien’s was named as a defendant in Johnson Bros. Corporation of Louisiana v. BP, PLC, et al., No. 2:11-cv-00781 (E.D. La.), which is a suit by an individual business seeking damages allegedly caused by a delay on a construction project alleged to have resulted from the clean-up operations. On April 15, 2011, O’Brien’s and NRC were named as defendants in James and Krista Pearson v. BP Exploration & Production, Inc., et al., No. 2:11-cv-00863 (E.D. La.), which is a suit by a husband and wife, who allegedly participated in the clean-up effort and are seeking damages for personal injury, property damage to their boat, and amounts allegedly due under contract. On April 15, 2011, O’Brien’s and NRC were named as defendants in Thomas Edward Black v. BP Exploration & Production, Inc., et al., No. 2:11-cv-00867 (E.D. La.), which is a suit by an individual who is seeking damages for lost income because he allegedly could not find work in the fishing industry after the oil spill. On April 20, 2011, a complaint was filed in Darnell Alexander, et al. v. BP, PLC, et al., No. 2:11-cv-00951 (E.D. La.) on behalf of 117 individual plaintiffs that seek to adopt the allegations made in the referenced master complaint against O’Brien’s and NRC (and the other defendants). By court order, all four of these additional individual cases have been stayed as a result of the filing of the referenced master complaint. The Company is unable to estimate the potential exposure, if any, resulting from this matter but believes it is without merit and does not expect this matter will have a material effect on the Company’s consolidated financial position or its results of operations.

On February 18, 2011, Triton Asset Leasing GmbH, Transocean Holdings LLC, Transocean Offshore Deepwater Drilling Inc., and Transocean Deepwater Inc. (collectively “Transocean”) named O’Brien’s and NRC as third-party defendants in a Rule 14(c) Third-Party Complaint in Transocean’s own Limitation of Liability Act action, which is part of the overall MDL, tendering to O’Brien’s and NRC the claims in the referenced master complaint that have already been asserted against O’Brien’s and NRC. Transocean, Cameron International Corporation, Halliburton Energy Services, Inc., M-I L.L.C., Weatherford U.S., L.P., and Weatherford International, Inc. have also filed cross-claims against O’Brien’s and NRC for contribution and tort indemnity should they be found liable for any damages in Transocean’s Limitation of Liability Act action and O’Brien’s and NRC have asserted counterclaims against those same parties for identical relief. As provided above, the Company is unable to estimate the potential exposure, if any, resulting from these actions but believes they are without merit and does not expect this matter will have a material effect on the Company’s consolidated financial position or its results of operations.

In the normal course of its business, the Company becomes involved in various other litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its financial statements related thereto where appropriate. It is possible that a change in the

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Company’s estimates of that exposure could occur, but the Company does not expect that any such change in estimated costs would have a material effect on the Company’s consolidated financial position or its results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

Officers of SEACOR serve at the pleasure of the Board of Directors. The name, age and offices held by each of the executive officers of SEACOR as of December 31, 2011 were as follows:

Name	Age		Position
Charles Fabrikant		67	Chairman of the Board and an officer and director of SEACOR and several of its subsidiaries. Effective September 2010, Mr. Fabrikant resigned as President and Chief Executive Officer of the Company and was designated Executive Chairman of the Board. Mr. Fabrikant is a Director of Diamond Offshore Drilling, Inc., a contract oil and gas driller, and Hawker Pacific Airservices, Limited, an aviation sales product support company. In addition, he is President of Fabrikant International Corporation, a privately owned corporation engaged in marine investments. Fabrikant International Corporation may be deemed an affiliate of SEACOR.
Oivind Lorentzen		61	Chief Executive Officer since September 2010. From June 1990 to September 2010, Mr. Lorentzen was President of Northern Navigation America, Inc., an investment management and ship-owning agency company concentrating in specialized marine transportation and ship finance. Mr. Lorentzen is also a director of Genessee & Wyoming Inc., an owner of short line and regional freight railroads and a director of Blue Danube, Inc., an inland marine service provider.
Dick Fagerstal		51	Senior Vice President, Corporate Development and Finance of SEACOR since February 2003. Mr. Fagerstal served as Treasurer from May 2000 to November 2008. From August 1997 to February 2003, he served as Vice President of Finance. In addition, Mr. Fagerstal is an officer and director of certain SEACOR subsidiaries.
Paul Robinson		44	Senior Vice President, General Counsel and Corporate Secretary of SEACOR since November 2007. From 1999 through June 2007, Mr. Robinson held various positions at Comverse Technology, Inc., including Chief Operating Officer, Executive Vice President, General Counsel and Corporate Secretary. In addition, Mr. Robinson is an officer and director of certain SEACOR subsidiaries.
Richard Ryan		57	Senior Vice President of SEACOR since November 2005 and, from September 2005 to November 2005, was Vice President. Mr. Ryan has been Chief Financial Officer since September 2005. From December 1996, when he joined SEACOR, until June 2002, Mr. Ryan was International Controller and, from July 2002 until becoming Chief Financial Officer, served as Managing Director of SEACOR Marine (International) Ltd. In addition, Mr. Ryan is an officer and director of certain SEACOR subsidiaries.
Matthew Cenac		46	Vice President and Chief Accounting Officer of SEACOR since September 2005. From June 2003 to August 2005, Mr. Cenac was Corporate Controller of SEACOR. In addition, Mr. Cenac is an officer and director of certain SEACOR subsidiaries.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for the Company’s Common Stock

SEACOR’s Common Stock trades on the New York Stock Exchange (“NYSE”) under the trading symbol “CKH.” Set forth in the table below for the periods presented are the high and low sale prices for SEACOR’s Common Stock.

	HIGH		LOW
Fiscal Year Ending December 31, 2012:
First Quarter (through February 17, 2012)	$	99.24	$	85.88
Fiscal Year Ending December 31, 2011:
First Quarter	$	113.20	$	90.74
Second Quarter	$	101.25	$	91.17
Third Quarter	$	109.50	$	80.03
Fourth Quarter	$	91.63	$	75.04
Fiscal Year Ending December 31, 2010:
First Quarter	$	81.79	$	69.88
Second Quarter	$	92.23	$	67.01
Third Quarter	$	88.09	$	68.39
Fourth Quarter	$	116.00	$	82.39

As of February 17, 2012, there were 926 holders of record of Common Stock.

SEACOR’s Board of Directors declared a Special Cash Dividend of $15.00 per common share payable to shareholders of record on December 14, 2010, which was paid on or about December 21, 2010. Any payment of future dividends will be at the discretion of SEACOR’s Board of Directors and will depend upon, among other factors, the Company’s earnings, financial condition, current and anticipated capital requirements, plans for expansion, level of indebtedness and contractual restrictions, including the provisions of the Company’s revolving credit facility or other then-existing indebtedness. The payment of future cash dividends, if any, would be made only from assets legally available.

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Performance Graph

Set forth in the graph below is a comparison of the cumulative total return that a hypothetical investor would have earned assuming the investment of $100 over the five-year period commencing on December 31, 2006 in (i) the Common Stock of the Company, (ii) the Standard & Poor’s 500 Stock Index (“S&P 500”) and (iii) the Simmons Offshore Transportation Services Index, an index of oil service companies published by Simmons and Company International Limited (the “Simmons Peer Index”).

	December 31,
	2006		2007		2008		2009		2010		2011
Company(1)		100		94		64		77		117		103
S&P 500(1)		100		105		66		84		97		99
Simmons Peer Index(2)		100		123		59		87		102		98

(1) Assumes the reinvestment of dividends.

(2) Simmons Peer Index is calculated as a simple average percentage in share prices and includes the following companies: Bourbon S.A., Bristow Group Inc., PHI Inc., Tidewater Inc., GulfMark Offshore, Inc., Kirby Corporation, Hornbeck Offshore Services, Inc., Solstad Offshore ASA, Farstad Shipping ASA, DOF ASA, Dockwise Ltd., and SEACOR Holdings Inc.

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Issuer Repurchases of Equity Securities

SEACOR’s Board of Directors previously approved a securities repurchase plan that authorizes the Company to acquire Common Stock, which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. During the years ended December 31, 2011, 2010 and 2009, the Company acquired for treasury 843,400, 1,811,700 and 606,576 shares of Common Stock, respectively, for an aggregate purchase price of $71.3 million, $137.1 million and $45.9 million, respectively. As of December 31, 2011, SEACOR had authorization to repurchase $41.8 million of Common Stock. On January 18, 2012, SEACOR’s Board of Directors increased the repurchase authority to $150.0 million.

Period	Total Number of Shares Purchased		Average Price Paid Per Share(1)		Total Number of Shares Purchased as Part of Publicly  Announced Plans or Programs		Maximum Value of Shares that may Yet be Purchased under the Plans or Programs(2)
10/01/11 – 10/31/11		—	$	—		—	$	113,024,228
11/01/11 – 11/30/11		327,900	$	82.33		—	$	86,028,513
12/01/11 – 12/31/11		515,500	$	85.84		—	$	41,776,640

(1) Excludes commissions of $42,545 or $0.05 per share.

(2) Since February 1997, SEACOR’s Board of Directors has authorized the repurchase of Common Stock, certain debt or a combination thereof. From time to time thereafter, and most recently on January 18, 2012, SEACOR’s Board of Directors increased the authority to repurchase Common Stock.

Sale of Unregistered Equity Securities

In preparing this Annual Report on Form 10-K, the Company discovered that it had inadvertently failed to file with the Securities and Exchange Commission a registration statement relating to shares of Common Stock issuable under the SEACOR Holdings Inc. 2009 Employee Stock Purchase Plan (the “2009 ESPP”). Consequently, the Company inadvertently sold unregistered shares to employees: 19,017 shares on August 31, 2010 at $66.54 per share ($1,265,391); 30,151 shares on February 28, 2011 at $55.46 per share ($1,672,174); and 17,225 shares on August 31, 2011 at $75.43 per share ($1,299,282). Of these, the Company believes that it is able to rely upon an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, with respect to 1,364 shares sold on August 31, 2010, 5,340 shares sold on February 28, 2011, and 201 shares sold on August 31, 2011. On February 23, 2012, the Company filed a registration statement on Form S-8 to register future transactions under the 2009 ESPP. The Company has implemented monitoring and reporting procedures to ensure that in the future the Company timely meets its registration obligations with respect to these and other employee benefit plans.

The failure to file the registration statement noted above was inadvertent, and the Company has always treated the shares issued under the 2009 ESPP as issued and outstanding for financial reporting purposes. Consequently, the unregistered transactions do not represent any additional dilution. The Company believes it has always provided the employee-participants in the plan with the same information they would have received had the registration statement been filed. Nonetheless, the Company may be subject to civil and other penalties by regulatory authorities as a result of the failure to register. Certain purchasers of shares in the unregistered transactions may have the right to rescind their purchases for an amount equal to the purchase price for the shares (or if the shares have been disposed of, to receive damages with respect to any loss on such disposition) plus interest from the date of purchase.

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ITEM 6. SELECTED FINANCIAL DATA

SELECTED HISTORICAL FINANCIAL INFORMATION

The following table sets forth, for the periods indicated, selected historical consolidated financial data for the Company (in thousands, except per share data). Such financial data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data” included in Parts II and IV, respectively, of this Annual Report on Form 10-K.

	Years Ended December 31,
	2011			2010			2009			2008			2007
Operating Revenues:
Offshore Marine Services	$	376,788		$	515,856		$	562,291		$	708,728		$	692,418
Aviation Services		258,148			235,366			235,667			248,627			215,039
Inland River Services		187,657			161,697			155,098			144,022			121,248
Marine Transportation Services		93,136			76,163			92,866			114,028			116,037
Environmental Services		211,636			874,393			145,767			168,030			156,826
Commodity Trading and Logistics(1)		955,688			741,896			472,575			208,264			9,600
Other(2)		69,928			72,835			64,354			72,881			50,032
Eliminations and Corporate		(11,039	)		(28,838	)		(17,280	)		(8,624	)		(1,970	)
	$	2,141,942		$	2,649,368		$	1,711,338		$	1,655,956		$	1,359,230
Operating Income	$	123,334		$	408,371		$	231,827		$	342,689		$	347,775
Other Income (Expenses):
Net interest expense	$	(27,489	)	$	(35,068	)	$	(54,577	)	$	(40,028	)	$	(11,813	)
Other(3)		(42,451	)		176			37,764			15,265			7,860
	$	(69,940	)	$	(34,892	)	$	(16,813	)	$	(24,763	)	$	(3,953	)
Net Income attributable to SEACOR Holdings Inc.	$	41,056		$	244,724		$	143,810		$	218,543		$	236,819
Earnings Per Common Share of SEACOR Holdings Inc.:
Basic	$	1.94		$	11.43		$	7.21		$	10.46		$	10.06
Diluted		1.91			11.25			6.57			9.25			9.04
Statement of Cash Flows Data – provided by (used in):
Operating activities	$	206,587		$	399,417		$	297,618		$	291,624		$	386,901
Investing activities		(331,956	)		19,228			(101,700	)		(246,424	)		(109,019	)
Financing activities		220,983			(506,511	)		(6,327	)		(298,460	)		(247,240	)
Effects of exchange rate changes on cash and cash equivalents		1,959			(8,010	)		871			(8,603	)		697
Capital Expenditures		(332,312	)		(250,626	)		(180,024	)		(428,478	)		(537,608	)
Balance Sheet Data (at period end):
Cash and cash equivalents, restricted cash, marketable securities and Title XI and construction reserve funds	$	815,754		$	853,973		$	857,807		$	655,803		$	1,001,721
Total assets		3,928,134			3,760,389			3,723,619			3,459,654			3,566,445
Long-term debt and capital lease obligations, less current portion		998,518			702,920			755,328			903,374			904,595
Total SEACOR Holdings Inc. stockholders’ equity		1,789,607			1,787,237			1,957,262			1,630,150			1,641,940

(1) Commodity Trading and Logistics commenced operations in March 2007.

(2) Other primarily includes the operations of Harbor and Offshore Towing Services.

(3) Other principally includes gains and losses from debt extinguishment, marketable security, derivative and foreign currency transactions.

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FORWARD-LOOKING STATEMENTS

Management’s Discussion and Analysis of Financial Condition and Results of Operations below presents the Company’s operating results for each of the three years in the period ended December 31, 2011, and its financial condition as of December 31, 2011. Except for the historical information contained herein, this Annual Report on Form 10-K and other written and oral statements that the Company makes from time to time contain forward-looking statements, which involve substantial known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company has tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions in connection with any discussion of future operating or financial performance. Among the factors that could cause actual results to differ materially are those discussed in “Risks, Uncertainties and Other Factors That May Affect Future Results” in Item 1A of this Annual Report on Form 10-K. In addition, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in connection with the information presented in the Company’s consolidated financial statements and the related notes to its consolidated financial statements included in Part IV of this Annual Report on Form 10-K.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

SEACOR and its subsidiaries are in the business of owning, operating, investing in and marketing equipment, primarily in the offshore oil and gas, industrial aviation and marine transportation industries. The Company conducts its activities in six primary business segments:

Offshore Marine Services operates a diversified fleet of offshore support vessels primarily servicing offshore oil and gas exploration, development and production facilities worldwide. On December 22, 2011, Offshore Marine Services acquired a controlling interest in a European based operator of a fleet of wind farm utility vessels operating in the main offshore wind markets of Europe.

Aviation Services operates and contract-leases helicopters that provide transportation services supporting offshore oil and gas activities primarily in the United States, air medical services to hospitals in the United States, and international contract-leasing activities.

Inland River Services is primarily engaged in dry and liquid cargo transportation on the U.S. Inland River Waterways and the Gulf Intracoastal Waterways for a range of agricultural and industrial products.

Marine Transportation Services operates a fleet of U.S.-flag product tankers carrying petroleum, crude oil and chemical products in the U.S. coastwise trade and a fleet of Roll-On/Roll-Off vessels providing cargo transportation services to and from ports in Florida, the Bahamas and the Caribbean.

Environmental Services is primarily engaged in the provision of emergency preparedness and response services to oil, chemical, industrial and marine transportation clients in the United States and abroad.

Commodity Trading and Logistics is an integrated business involved in the purchase, storage, transportation and sale of agricultural and energy commodities.

Other primarily includes Harbor and Offshore Towing Services, various other investments in joint ventures, primarily providing industrial air services, and lending and leasing activities.

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The Company’s business segments, with the exception of Environmental Services and Commodity Trading and Logistics, are “asset related” and highly capital-intensive. Demand for the Company’s assets is cyclical in varying degrees due to fluctuations in the activity levels in the industries serviced by those assets, as well as availability of supply.

To manage capital successfully over time, the Company continually assesses its asset portfolio and pursues opportunities to realize value from its assets by shifting their operation to other markets or trading them when circumstances warrant. The Company actively leases-out and leases-in, and buys and sells equipment in the ordinary course of its business. It also designs, orders, builds, upgrades, operates or re-sells newly constructed equipment. The Company typically pursues a strategy of shedding older assets while adjusting its asset mix. The Company also leases assets to other operators and sells assets to financial lessors and leases them back for varying periods of time. The Company believes that maintaining significant liquidity is an important factor that will enable it to take advantage of opportunities as they arise.

In recent years, the Company has sought to create balance in its businesses and broaden its asset base by investing outside the oil and gas industry in barges, ships tugs and wind farm utility vessels, and by looking for opportunities to engage in logistics support for movement of agricultural and energy commodities.

The Company is exploring opportunities to extend its industrial aviation activities through investments in sales, marketing and distribution of aircraft and specialized parts and services, maintenance and repair facilities and fixed base operations. In addition, the Company continues to look to expand in the Chinese and Indian markets.

The Company believes that demand for its barges, tankers, tugs and wind farm utility vessels is, in part, linked to different factors than those that drive demand for offshore oil and gas exploration and development. In addition, for barges and tankers, contracts can sometimes be secured with longer terms than those typically available for offshore marine and helicopter services. The expectation is that over time this strategy of diversification will provide better returns on capital than could be achieved by restricting investment to one specific, highly cyclical, asset class such as vessels supporting offshore oil and gas activity. The Company believes this strategy will afford more opportunities to use capital efficiently, create greater stability of earnings and allow improved margins due to operational synergies that in turn, should yield a lower cost of capital, more sustainable cash flows and increased profitability.

Deepwater Horizon Oil Spill Response

The Company’s operating results for the years ended December 31, 2011 and 2010, were impacted by oil spill response activities relating to the BP Macondo well incident in the U.S. Gulf of Mexico following the sinking of the semi-submersible drilling rig Deepwater Horizon in April 2010 (the “Oil Spill Response”). The impact was material to operating income recorded in both years. In 2010, at the height of the Oil Spill Response, four of the Company’s business segments were actively providing support. Environmental Services provided (i) equipment and people to support clean-up activities on-shore, (ii) professional assistance, consulting services and software systems in support of incident management activities at various strategic locations, and (iii) assistance in the provision of manpower for clean-up operations throughout the region. Offshore Marine Services provided (i) vessels for a variety of functions including vessel decontamination, skimming, lightering, offshore traffic control and accommodation, and (ii) technical and video equipment on vessels engaged in the response to allow for instant tracking of assets and surveillance of operations. Aviation Services provided (i) helicopters for air support to U.S. Coast Guard observers undertaking oil spotting and assessment missions, (ii) transportation for various other officials requiring overflights to assess the response and recovery efforts, and (iii) a flight tracking system to monitor the movement of all marine and aviation assets involved in the response. Harbor and Offshore Towing Services provided tugs engaged in the decontamination of vessels transiting the region. Oil Spill Response activity has continued to significantly diminish since December 31, 2010. During 2011, the Company’s involvement primarily consisted of limited professional services provided by O’Brien’s Response Management Inc., which is part of the Company’s Environmental Services business segment.

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As an active participant in the Oil Spill Response, the Company has been named in individual and class action litigations involving environmental damage, business and personal injury claims that may result in financial exposure. For additional information, see “Item 3. Legal Proceedings” included in Part I of this Annual Report on Form 10-K.

In reaction to the Deepwater Horizon/BP Macondo well incident, the U.S. Department of the Interior issued an order on May 28, 2010 imposing a six month moratorium on all offshore deepwater drilling projects. A preliminary injunction was issued on June 22, 2010 blocking enforcement of the moratorium; however, the U.S. Department of Interior issued a new moratorium on July 12, 2010 which was lifted on October 12, 2010. The U.S. Department of Interior has also implemented additional safety and certification requirements for drilling activities, imposed additional requirements for the approval of development and production activities, and delayed the approval of applications to drill in both deepwater and shallow-water areas. The Company’s results, in particular those of its Offshore Marine Services and Aviation Services segments, have been adversely impacted as a consequence of reduced drilling activities in the U.S. Gulf of Mexico. For additional information, see “Item 1A. Risk Factors” included in Part I of this Annual Report on Form 10-K.

Consolidated Results of Operations

Consolidated financial data for segment and geographic areas is reported in Part IV “Note 16. Major Customers and Segment Information” of this Annual Report on Form 10-K.

Offshore Marine Services

The market for offshore oil and gas drilling has historically been cyclical. Demand tends to be linked to the price of oil and gas and those prices tend to fluctuate based on many factors, including global economic activity and levels of reserves. Price levels for oil and gas can in themselves influence demand. In addition to the price of oil and gas, the availability of acreage, local tax incentives or disincentives, and requirements for maintaining interests in leases affect activity in the oil and gas industry. The cyclicality of the market is further exacerbated by the tendency in the industry to order capital assets as demand grows, often resulting in new capacity becoming available just as demand for oil and gas is peaking and activity is about to decline.

Offshore market conditions continued to be weak during 2011. For the majority of 2011, activity in the U.S. Gulf of Mexico market continued to be significantly impacted by the aftermath of the Deepwater Horizon incident in April 2010. Revised procedures for obtaining drilling permits issued by the Bureau of Safety and Environmental Enforcement (“BSEE”), (formerly the Bureau of Ocean Energy Management) resulted in limited demand throughout the year. Although activity levels improved during the final quarter when Offshore Marine Services’ vessels and those of its competitors began returning to work, average day rates are below 2007-2008 levels. Margins are further pressured by escalating operating costs, in particular the market for qualified and experienced crew has become more competitive resulting in higher wage rates. Operators are struggling to man reactivated vessels and to meet customer requirements for higher qualified personnel. The Company expects to see a continuation of the upward trends in activity levels and wage pressures during 2012. In international markets, the delivery of newly built vessels during 2011 has created a situation of oversupply in the North Sea, Asia, Middle East and West Africa regions, which is expected to continue during 2012.

Over the last several years, Offshore Marine Services has disposed of its old generation equipment while taking delivery of new vessels specifically designed to meet the changing requirements of the market. Since December 31, 2005, the average age of the fleet, excluding standby safety and wind farm utility vessels, has been reduced from 16 years to 11 years as of December 31, 2011. Offshore Marine Services enters 2012 with an increased order book for new equipment and believes its diverse fleet and broad geographical distribution of vessels will assist in weathering the effects of an industry downturn. The Company’s strong financial position should enable Offshore Marine Services to capitalize on opportunities as they develop for purchasing, mobilizing or upgrading vessels to meet changing market conditions.

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As of December 31, 2011, in addition to its existing fleet, Offshore Marine Services had new construction projects in progress including one U.S.-flag, DP-2 AHTS vessel scheduled for delivery in the second quarter of 2012; two foreign-flag, DP-3 catamarans scheduled for delivery in the first and third quarters of 2013; two U.S.-flag, DP-2 FSVs scheduled for delivery between the first and third quarters of 2014; two foreign-flag supply vessels scheduled for delivery between the first and second quarters of 2012 and one foreign-flag wind farm utility vessel scheduled for delivery in the second quarter of 2012. Subsequent to December 31, 2011 Offshore Marine Services placed a firm order for the construction of four U.S.-flag, DP-2 supply vessels for delivery between the third quarter of 2013 and first quarter of 2015.

On December 22, 2011, Offshore Marine Services acquired a controlling interest in a business that owns and operates vessels primarily used to move personnel and supplies to offshore wind turbines. The Company believes this investment represents an opportunity to diversify its portfolio by providing marine services to non-oil and gas related energy development while leveraging off its existing shore-based infrastructure in Europe, which currently supports standby safety operations in the North Sea.

Subsequent to December 31, 2011, the Company reached an agreement to acquire 18 lift boats from Superior Energy Services, LLC and affiliates for $134.0 million plus a to be determined amount for working capital. The agreement is subject to certain conditions, including regulatory approval, and is expected to be completed prior to the end of the second quarter of 2012.

The number and type of vessels operated, their rates per day worked and their utilization levels are the key determinants of Offshore Marine Services’ operating results and cash flows. Unless a vessel is cold-stacked (removed from operational service), there is little reduction in daily running costs and, consequently, operating margins are most sensitive to changes in rates per day worked and utilization.

The aggregate cost of Offshore Marine Services’ operations depends primarily on the size and asset mix of the fleet. Offshore Marine Services’ operating costs and expenses are grouped into the following categories:

• personnel (primarily wages, benefits, payroll taxes, savings plans and travel for marine personnel);

• repairs and maintenance (primarily routine repairs and maintenance and main engine overhauls which are performed in accordance with planned maintenance programs);

• drydocking (primarily the cost of regulatory drydockings performed in accordance with applicable regulations);

• insurance and loss reserves (primarily the cost of Hull and Machinery and Protection and Indemnity insurance premiums and loss deductibles);

• fuel, lubes and supplies;

• leased-in equipment (includes the cost of leasing vessels from lessors under bareboat charter arrangements and leasing equipment employed on vessels);

• brokered vessel activity (the cost of chartering-in third party vessels under time charter arrangements to fulfill a customer requirement that cannot be filled by a vessel in the Company’s fleet); and

• other (communication costs, expenses incurred in mobilizing vessels between geographic regions, third party ship management fees, freight expenses, customs and importation duties, and other).

The Company expenses drydocking, engine overhaul and vessel mobilization costs as incurred. If a disproportionate number of drydockings, overhauls or mobilizations are undertaken in a particular fiscal year or quarter, operating expenses may vary significantly when compared with the prior year or prior quarter.

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Results of Operations

	2011						2010				2009
	Amount			Percent			Amount		Percent		Amount			Percent
	$ ’000			%			$ ’000		%		$ ’000			%
Operating Revenues:
United States, primarily U.S Gulf of Mexico		117,912			31			242,874		47		207,455			37
Africa, primarily West Africa		64,619			17			78,363		15		109,428			19
Middle East		46,590			13			51,408		10		78,205			14
Brazil, Mexico, Central and South America		57,659			15			49,694		10		68,244			12
Europe, primarily North Sea		74,663			20			66,861		13		66,956			12
Asia		15,345			4			26,656		5		32,003			6
		376,788			100			515,856		100		562,291			100
Costs and Expenses:
Operating:
Personnel		137,529			36			152,660		30		147,717			26
Repairs and maintenance		38,167			10			46,698		9		51,215			9
Drydocking		13,806			4			20,318		4		13,615			2
Insurance and loss reserves		12,972			3			14,587		3		15,761			3
Fuel, lubes and supplies		24,825			7			24,252		4		26,084			5
Leased-in equipment		18,114			5			15,609		3		12,470			2
Brokered vessel activity		3,262			1			12,218		2		26,503			5
Other		20,528			5			23,245		5		16,270			3
		269,203			71			309,587		60		309,635			55
Administrative and general		47,201			13			50,795		10		47,031			8
Depreciation and amortization		48,477			13			51,760		10		54,869			10
		364,881			97			412,142		80		411,535			73
Gains on Asset Dispositions and Impairments, Net		14,661			4			29,474		6		22,490			4
Operating Income		26,568			7			133,188		26		173,246			31
Other Income (Expense):
Derivative losses, net		—			—			—		—		(175	)		—
Foreign currency gains (losses), net		(3,102	)		(1	)		1,622		—		2,451			—
Other, net		278			—			1		—		182			—
Equity in Earnings of 50% or Less Owned Companies		9,189			3			9,306		2		9,867			2
Segment Profit		32,933			9			144,117		28		185,571			33

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Operating Revenues by Type. The table below sets forth, for the years indicated, operating revenues earned by type.

	2011				2010				2009
	Amount		Percent		Amount		Percent		Amount		Percent
	$ ’000		%		$ ’000		%		$ ’000		%
Operating Revenues:
Time charter:
United States, primarily U.S. Gulf of Mexico		109,005		29		223,363		43		199,581		35
Africa, primarily West Africa		59,465		16		63,273		12		93,471		17
Middle East		36,608		10		40,353		8		54,447		10
Brazil, Mexico, Central and South America		51,039		14		41,904		8		49,724		9
Europe, primarily North Sea		74,501		20		66,784		13		66,683		12
Asia		14,354		3		19,461		4		31,112		5
Total time charter		344,972		92		455,138		88		495,018		88
Bareboat charter		1,050		—		6,966		2		7,829		1
Brokered vessel activity		4,219		1		16,207		3		30,753		6
Other marine services		26,547		7		37,545		7		28,691		5
		376,788		100		515,856		100		562,291		100

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Time Charter Operating Data. The table below sets forth the average rates per day worked, utilization and available days data for each group of Offshore Marine Services’ vessels operating under time charters for the periods indicated. The rate per day worked is the ratio of total time charter revenues to the aggregate number of days worked. Utilization is the ratio of aggregate number of days worked to total calendar days available for work. Available days represents the total calendar days during which owned and chartered-in vessels are operated by the Company.

	2011			2010			2009			Q4 2011			Q4 2010
Rates Per Day Worked:
Anchor handling towing supply	$	28,874		$	36,375		$	37,904		$	27,187		$	27,689
Crew		6,712			6,580			7,366			7,166			6,541
Mini-supply		7,670			8,527			6,422			7,948			6,276
Standby safety		9,159			8,394			8,457			9,254			8,806
Supply		14,632			14,567			15,271			15,755			14,087
Towing supply		9,368			11,092			12,002			8,497			10,904
Specialty		11,753			6,987			13,185			17,845			6,269
Overall Average Rates Per Day Worked		11,234			12,499			12,223			12,187			10,646
Utilization:
Anchor handling towing supply		52	%		72	%		63	%		70	%		53	%
Crew		72	%		72	%		67	%		78	%		67	%
Mini-supply		80	%		65	%		60	%		96	%		51	%
Standby safety		88	%		89	%		90	%		90	%		89	%
Supply		73	%		77	%		77	%		82	%		65	%
Towing supply		48	%		75	%		90	%		44	%		68	%
Specialty		64	%		75	%		87	%		70	%		86	%
Overall Fleet Utilization		72	%		75	%		73	%		80	%		69	%
Available Days:
Anchor handling towing supply		6,205			6,755			6,474			1,564			1,641
Crew		14,708			17,897			23,391			3,418			4,327
Mini-supply		2,795			3,933			4,755			644			930
Standby Safety		9,288			8,982			8,760			2,355			2,300
Supply		6,685			6,926			7,202			1,798			1,739
Towing supply		1,771			2,612			3,346			368			552
Specialty		1,265			1,273			1,588			276			306
Overall Fleet Available Days		42,717			48,378			55,516			10,423			11,795

2011 compared with 2010

Operating Revenues. Operating revenues were $139.1 million lower for the year ended December 31, 2011 compared with the year ended December 31, 2010.

Time charter revenues were $110.2 million lower. Overall fleet utilization was 72% compared with 75%. The number of days available for charter was 42,717 compared with 48,378, a reduction of 5,661 days or 12%, due to net fleet dispositions, including the return of one and seven vessels to leasing companies in 2011 and 2010, respectively. Overall average day rates were $11,234 per day compared with $12,499 per day, a decrease

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of $1,265 per day or 10%. In overall terms, time charter revenues decreased by $50.3 million due to reduced fleet utilization, $27.1 million due to lower average day rates, $26.1 million due to net fleet dispositions, and $9.1 million due to vessel mobilizations and other changes in fleet mix. In overall terms, the impact of favorable changes in currency exchange rates increased time charter revenues by $2.4 million.

In the U.S. Gulf of Mexico, time charter revenues were $114.4 million lower primarily due to softer market conditions attributable to a slowdown in the issuance of drilling permits by the BSEE in the aftermath of the Deepwater Horizon oil spill. During 2010, Offshore Marine Services had as many as 22 vessels supporting the Oil Spill Response activities, which contributed $90.3 million of time charter revenues. In overall terms, time charter revenues decreased by $43.5 million due to reduced fleet utilization, $26.2 million due to lower average day rates, $28.7 million due to vessel mobilizations, and $16.0 million due to net fleet dispositions and other changes in fleet mix. As of December 31, 2011, the Company had four vessels cold-stacked in this region compared with 13 as of December 31, 2010.

In Africa, time charter revenues were $3.8 million lower. Time charter revenues decreased by $7.1 million due to net fleet dispositions, $4.7 million due to out-of-service time for one vessel undergoing conversion to a safety standby configuration, and $6.1 million due to lower average day rates and decreased utilization attributable to softer market conditions. Vessels that mobilized into the region contributed time charter revenues of $14.1 million.

In the Middle East, time charter revenues were $3.7 million lower. Net fleet dispositions and vessel mobilizations to other geographic regions reduced time charter revenues by $4.4 million. Higher average day rates and improved utilization increased time charter revenues by $0.7 million.

In Brazil, Mexico, Central and South America, time charter revenues were $9.1 million higher. Vessels that mobilized into the region, including those chartered in from third parties, contributed time charter revenues of $13.4 million and higher average day rates increased time charter revenues by $3.2 million. Fleet dispositions and more off-hire time attributable to softer market conditions reduced time charter revenues by $4.1 million and $3.4 million, respectively.

In Europe, time charter revenues were $7.7 million higher. The commencement of a new charter for a vessel, which mobilized into the region contributed additional time charter revenues of $4.1 million. Higher average day rates and a strengthening in the pound sterling against the U.S. dollar combined to further increase time charter revenues by $5.1 million. Additional off-hire time, primarily attributable to routine maintenance and repairs, and fleet dispositions reduced time charter revenues by $1.3 million and $0.2 million, respectively.

In Asia, time charter revenues were $5.1 million lower, of which $3.5 million due to reduced fleet utilization and lower average day rates and $1.6 million was due to fleet dispositions, vessel mobilizations and other changes in fleet mix.

Revenues from brokered vessel activity were $12.0 million lower due to reduced activity in the Middle East and West Africa. Other marine services revenues were $11.0 million lower primarily due to the conclusion of services provided in connection with the Oil Spill Response during 2010.

Operating Expenses. Operating expenses were $40.4 million lower for the year ended December 31, 2011 compared with the year ended December 31, 2010. Operating expenses were $11.9 million lower due to net fleet dispositions, $9.0 million lower due to reduced brokered vessel activity in the Middle East and West Africa, and $7.4 million lower as a result of services provided in connection with the Oil Spill Response during 2010. In addition, personnel costs in 2010 included a $7.8 million expense for the Company’s share of an additional funding deficit in the United Kingdom Merchant Navy Officers’ Pension Fund and $3.3 million expense for the settlement of litigation. Drydocking expenses decreased by $6.5 million primarily due to a reduction in drydocking activity in West Africa. Leased-in equipment expenses were $2.5 million higher primarily due to the charter-in of two vessels operating in Brazil, Mexico, Central and South America, partially offset by the impact of seven vessels being returned to their owners during 2010.

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Administrative and general. Administrative and general expenses were $3.6 million lower for the year ended December 31, 2011 compared with the year ended December 31, 2010. The decrease was primarily due to reduced management compensation and benefits and lower legal and professional fees.

Gains on Asset Dispositions and Impairments, Net. During 2011, the Company sold eleven offshore support vessels and other equipment for net proceeds of $59.7 million and gains of $26.1 million, of which $13.8 million was recognized currently and $12.3 million was deferred. In addition, the company recognized previously deferred gains of $0.9 million. During 2010, the Company sold eight offshore support vessels and other equipment and received insurance proceeds related to the nationalization of one of its offshore support vessels and the total constructive loss of another offshore support vessel under construction. The Company received net proceeds of $144.0 million on the disposition of these assets, including the insurance proceeds, and had gains of $32.6 million, of which $24.0 million was recognized currently and $8.6 million was deferred. In addition, the company recognized previously deferred gains of $5.5 million in 2010.

Operating Income. Excluding the impact of gains on asset dispositions and impairments and the impact of brokered vessel activity, operating income as a percentage of operating revenues was 3% in 2011 compared with 20% in 2010. The decrease was primarily attributable to the reduction in operating revenues noted above.

Equity in Earnings of 50% or Less Owned Companies, Net of Tax. During the year ended December 31, 2011, Offshore Marine Services’ Mexican joint venture executed a business reorganization plan and issued an additional equity interest to an unrelated third party. Subsequent to the reorganization and issuance of the additional equity interest, the Company recognized an $8.4 million gain, net of tax. This gain was offset by lower results from another joint venture due to its vessel being cold-stacked at the end of 2010.

2010 compared with 2009

Operating Revenues. Operating revenues were $46.4 million lower for the year ended December 31, 2010 compared with the year ended December 31, 2009.

Time charter revenues were $39.9 million lower. Overall fleet utilization was 75% compared with 73%. The number of days available for charter was 48,378 compared with 55,516, a reduction of 7,138 days or 13%, due to net fleet dispositions and termination of leases, which resulted in returning to lessors seven and eleven vessels operating in the U.S Gulf of Mexico in 2010 and 2009, respectively. Overall average day rates were $12,499 per day compared with $12,223 per day, an increase of $276 per day or 2%. Net fleet dispositions reduced time charter revenues by $37.3 million while changes in utilization, average day rates, the impact of vessels mobilizing between geographic regions and other changes in fleet mix combined to reduce time charter revenues by $1.8 million. In overall terms, the impact of unfavorable changes in currency exchange rates decreased time charter revenues by $0.8 million.

In the U.S. Gulf of Mexico, time charter revenues were $23.8 million higher primarily as a result of demand for vessels in support of the Oil Spill Response. During 2010, Offshore Marine Services had as many as 22 vessels supporting the Oil Spill Response; however as of December 31, 2010, all vessels had been released. Charters in support of the Oil Spill Response contributed $90.3 million of time charter revenues in 2010. In overall terms, time charter revenues increased by $19.0 million due to improved fleet utilization and higher average day rates, decreased by $12.0 million due to net fleet dispositions and the impact of vessels mobilizing between geographic regions and increased $16.8 million due to changes in fleet mix. As of December 31, 2010, the Company had 13 vessels cold-stacked in this region compared with 19 as of December 31, 2009.

In Africa, time charter revenues were $30.2 million lower. Net fleet dispositions, vessels that mobilized to other geographic regions and changes in fleet mix combined to reduced time charter revenues by $15.9 million. Lower average day rates and more off-hire time due to softer market conditions reduced time charter revenues by $14.3 million.

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In the Middle East, time charter revenues were $14.1 million lower, of which $3.5 million was due to net fleet dispositions, $3.9 million was due to out-of-service time for one vessel undergoing conversion to a safety standby configuration, and $8.9 million was due to lower average day rates and more off-hire time attributable to softer market conditions. Vessels that mobilized into the region and changes in fleet mix contributed time charter revenues of $2.2 million.

In Brazil, Mexico, Central and South America, time charter revenues were $7.8 million lower. Net fleet dispositions reduced time charter revenues by $9.8 million while vessels that mobilized into the region and changes in fleet mix contributed time charter revenues of $3.1 million. More off-hire time attributable to softer market conditions, partially offset by increases in average day rates, reduced time charter revenues by $1.1 million.

In Europe, time charter revenues were $0.1 million higher. The commencement of a new charter for a vessel mobilized into the region contributed additional time charter revenues of $1.7 million. Additional off-hire time, primarily due to increased drydocking activity, lower average day rates and a weakening in the pound sterling against the U.S. dollar reduced time charter revenues by $1.6 million.

In Asia, time charter revenues were $11.7 million lower, of which $9.8 million was attributable to fleet dispositions. Reduced fleet utilization and lower average day rates combined to reduce time charter revenues by $2.4 million. Vessels that mobilized into the region contributed time charter revenues of $0.5 million.

Revenues from brokered vessel activity were $14.5 million lower primarily due to reduced activity in the Middle East. Other marine services revenues were $8.9 million higher primarily due to services provided in connection with the Oil Spill Response.

Operating Expenses. Operating expenses were $309.6 million for the years ended December 31, 2010 and 2009. Operating expenses were $17.3 million lower due to net fleet dispositions and $14.3 million lower due to reduced brokered vessel activity in the Middle East. These reductions in operating expenses were primarily offset by higher personnel costs, higher drydocking expense, and other costs associated with the Oil Spill Response.

Personnel costs were $4.9 million higher in 2010 and included a $7.8 million expense for the Company’s share of a funding deficit of the United Kingdom Merchant Navy Officers’ Pension Fund and a $3.3 million expense for the settlement of litigation. Repair and maintenance expenses were $4.5 million lower primarily due to net fleet dispositions and lower expenses related to the Company’s Anchor Handling Towing Supply vessels operating in the U.S. Gulf of Mexico. Drydocking expenses were $6.7 million higher due to increased activity, particularly in the North Sea. Other operating expenses were $7.0 million higher primarily due to services provided in connection with the Oil Spill Response.

Administrative and general. Administrative and general expenses were $3.8 million higher for the year ended December 31, 2010 compared with the year ended December 31, 2009. The increase was primarily due to higher management compensation and benefits and the reversal in 2009 of a doubtful debt reserve following collection.

Gains on Asset Dispositions and Impairments, Net. During 2010, the Company sold eight offshore support vessels and other equipment and received insurance proceeds related to the nationalization of one of its offshore support vessels and the total constructive loss of another offshore support vessel under construction. The Company received net proceeds of $144.0 million on the disposition of these assets, including the insurance proceeds, and had gains of $32.6 million, of which $24.0 million was recognized currently and $8.6 million was deferred. In addition, the company recognized previously deferred gains of $5.5 million. During 2009, the Company sold 19 offshore support vessels and other equipment for net proceeds of $56.3 million and gains of $23.0 million, of which $19.6 million was recognized currently and $3.4 million was deferred. In addition, the Company recognized previously deferred gains of $2.9 million.

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Operating Income. Excluding the impact of gains on asset dispositions and impairments and the impact of brokered vessel activity, operating income as a percentage of operating revenues was 20% in 2010 compared with 28% in 2009. The decrease was primarily attributable to the reduction in operating revenues noted above.

Aviation Services

A significant portion of Aviation Services’ operations involves transportation services provided to offshore oil and gas customers. The offshore oil and gas market is highly cyclical with demand linked to the price of oil and gas, which tends to fluctuate depending on many factors, including global economic activity and levels of inventory. In addition to the price of oil and gas, the availability of acreage and local tax incentives or disincentives and requirements for maintaining interests in leases affect activity levels in the oil and gas industry. Price levels for oil and gas by themselves can cause additional fluctuations by inducing changes in consumer behavior.

During the year ended December 31, 2010, the market for Aviation Services’ assets in the U.S. Gulf of Mexico was disrupted by events related to the sinking of the Deepwater Horizon drilling rig. During 2011, the process of issuing permits to drill remained slow and continued to have a negative impact on demand for helicopter services in the U.S. Gulf of Mexico. Aviation Services believes the slowdown will not significantly impact its future results in the U.S. Gulf of Mexico because its activities are mainly focused on longer-term production, maintenance and inspection work rather than on short-term exploration and development projects. For the last five years, Aviation Services has provided transportation services to government inspectors of offshore drilling rigs and this contract was recently renewed and is expected to run through 2016. As of December 31, 2011, 19 of Aviation Services’ helicopters were operating under this contract with customer options to increase the number up to 33 helicopters.

Prior to the Deepwater Horizon incident, Aviation Services had begun to deploy helicopters in international markets, frequently under contract-lease arrangements to third parties. The majority of these helicopters are supporting oil and gas activities in regions of rapidly expanding activity, such as Brazil, India and Indonesia. Aviation Services also has equipment working in the North Sea and Mexico. Contract-leasing affords Aviation Services the opportunity to access new markets without heavy initial infrastructure investment and generally without ongoing operating risk. Profits derived from contract-leasing activities depend on Aviation Services’ cost of operations, if applicable, cost of capital, acquisition costs of assets, contract policy and reputation. As of December 31, 2011, Aviation Services had 48 helicopters located in foreign jurisdictions compared with 15 helicopters as of December 31, 2006.

In the United States, consistent with its diversification strategy, Aviation Services deploys a number of helicopters in support of other industries and activities, including air medical services and search and rescue services in the U.S Gulf of Mexico, which are being developed on a subscription basis.

The aggregate cost of Aviation Services’ operations depends primarily on the size and asset mix of the fleet. Aviation Services’ operating costs and expenses are grouped into the following categories:

• personnel (includes wages, benefits, payroll taxes, savings plans, subsistence and travel);

• repairs and maintenance (primarily routine activities as well as helicopter refurbishments and engine and major component overhauls that are performed in accordance with planned maintenance programs);

• insurance and loss reserves (the cost of hull and liability insurance premiums and loss deductibles);

• fuel;

• leased-in equipment (includes the cost of leasing helicopters and equipment); and

• other (primarily base expenses, property, sales and use taxes, communication costs, freight expenses, and other).

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Aviation Services engages a number of third-party vendors to maintain the engines and certain components on some of its helicopter models under programs known as “power-by-hour” maintenance contracts. These programs require Aviation Services to pay for the maintenance service ratably over the contract period, typically based on actual flight hours. Power-by-hour providers generally bill monthly based on hours flown in the prior month, the costs being expensed as incurred. In the event Aviation Services places a helicopter in a program after a maintenance period has begun, it may be necessary to pay an initial buy-in charge based on hours flown since the previous maintenance event. This buy-in charge is normally recorded as a prepaid expense and amortized as an operating expense over the remaining power-by-hour contract period. If a helicopter is sold or otherwise removed from a program before the scheduled maintenance work is carried out, Aviation Services may be able to recover part of the Company’s payments to the power-by-hour provider, in which case a reduction to operating expense is recorded when the refund is received.

Aviation Services expenses all repair costs as incurred, which may result in operating expenses varying substantially when compared with a prior year or prior quarter if a disproportionate number of refurbishments or overhauls are undertaken. This variation can be exacerbated by the timing of entering or exiting third-party power-by-hour programs.

For helicopters that are contract-leased to third parties under arrangements whereby the customer assumes operational responsibility, Aviation Services often provides maintenance and parts support but generally does not incur any other material operating costs. In most instances, contract-leases require clients to procure adequate insurance but Aviation Services purchases contingent hull and liability coverage to mitigate the risk of a client’s coverage failing to respond. In some instances, Aviation Services provides crews and other services to support its contract-lease customers.

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Results of Operations

	2011					2010					2009
	Amount			Percent		Amount			Percent		Amount			Percent
	$ ’000			%		$ ’000			%		$ ’000			%
Operating Revenues:
United States		185,677			72		178,656			76		201,344			85
Foreign		72,471			28		56,710			24		34,323			15
		258,148			100		235,366			100		235,667			100
Costs and Expenses:
Operating:
Personnel		61,527			24		58,835			25		63,195			27
Repairs and maintenance		49,756			19		44,195			19		40,523			18
Insurance and loss reserves		8,479			3		9,114			4		9,867			4
Fuel		20,131			8		15,083			6		16,812			7
Leased-in equipment		2,003			1		2,052			1		2,811			1
Other		20,811			8		17,954			8		14,747			6
		162,707			63		147,233			63		147,955			63
Administrative and general		31,893			12		25,798			11		21,396			9
Depreciation and amortization		42,612			17		43,351			18		37,358			16
		237,212			92		216,382			92		206,709			88
Gains on Asset Dispositions and Impairments, Net		15,172			6		764			—		316			—
Operating Income		36,108			14		19,748			8		29,274			12
Other Income (Expense):
Derivative gains (losses), net		(1,326	)		—		(118	)		—		266			—
Foreign currency gains (losses), net		516			—		(1,511	)		—		1,439			1
Other, net		9			—		50			—		—			—
Equity in Earnings (Losses) of 50% or Less Owned Companies		82			—		(137	)		—		(487	)		—
Segment Profit		35,389			14		18,032			8		30,492			13

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Operating Revenues by Service Line. The following tables set forth, for the years indicated, the amount of operating revenues by service line.

	2011					2010					2009
	Amount			Percent		Amount			Percent		Amount			Percent
	$ ’000			%		$ ’000			%		$ ’000			%
Operating Revenues:
U.S. Gulf of Mexico, primarily from oil and gas activities		119,149			46		112,458			48		121,335			51
Alaska, primarily from oil and gas activities		23,602			9		28,188			12		25,183			11
Contract-leasing		72,700			28		57,538			24		35,441			15
Air Medical Services		25,836			10		22,208			9		37,244			16
Flightseeing		6,861			3		6,437			3		6,957			3
FBO		10,406			4		8,912			4		10,729			5
Intersegment Eliminations		(406	)		—		(375	)		—		(1,222	)		(1	)
		258,148			100		235,366			100		235,667			100

2011 compared with 2010

Operating Revenues. Operating revenues were $22.8 million higher for the year ended December 31, 2011 compared with the year ended December 31, 2010. Operating revenues in the U.S. Gulf of Mexico were $6.7 million higher primarily due to a $7.3 million increase from search and rescue activities which began in late 2010 and a $9.9 million increase from higher oil and gas related activities, including fuel billings as a result of higher prices. The increases were partially offset by a $10.5 million decrease in operating revenues for activity in support of the Oil Spill Response. Operating revenues in Alaska were $4.2 million lower primarily due to the expiration of a contract with a major oil and gas customer. Operating revenues from contract-leasing activities increased by $15.2 million as additional medium and heavy helicopters were placed on international contract-leases. As of December 31, 2011, 41 aircraft were dedicated to the contract-leasing market compared with 39 as of December 31, 2010. Operating revenues from medical operations increased by $3.6 million primarily due to $1.1 million of additional revenues generated from a new hospital contract and a $2.7 million increase in activity in support of an existing patient-pay customer. Operating revenues for the FBO were $1.5 million higher primarily due to an increase in fuel sales prices.

Operating Expenses. Operating expenses were $15.5 million higher for the year ended December 31, 2011 compared with the year ended December 31, 2010. Personnel costs were $2.7 million higher as additional personnel were added to support the increased activity discussed above. Repair and maintenance costs increased by $5.6 million primarily due to enrolling additional helicopters in power-by-hour maintenance programs. Fuel costs increased by $5.0 million primarily due to an increase in the price of fuel. Other operating expenses were $2.9 million higher primarily due to an $1.9 million increase in support of search and rescue activities, which began in late 2010, a $0.4 million increase from higher air medical activities and a $2.3 million increase as a result of providing more parts and repair services to contract-leasing customers. These increases were partially offset by the receipt of $1.9 million in insurance reimbursements relating to the 2008 Hurricanes Gustav and Ike, following final settlement with the Company’s insurance carriers. In addition, insurance and loss reserves were $0.6 million lower primarily due to the receipt of a good experience credit from its hull and machinery underwriters.

Administrative and General. Administrative and general expenses were $6.1 million higher for the year ended December 31, 2011 compared with the year ended December 31, 2010 primarily due to $4.0 million in severance costs associated with a change in executive management, a $0.6 million increase in information technology costs and a $0.5 million increase in costs related to international business development and joint venture activities.

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Depreciation and Amortization. Depreciation and amortization expenses were $0.7 million lower for the year ended December 31, 2011 compared with the year ended December 31, 2010 primarily due to a change in estimate of the useful life and salvage value of helicopters, which reduced depreciation expense by $7.6 million, partially offset by the addition of new and higher cost equipment. Effective July 1, 2011, the Company changed its estimated useful life and salvage value for helicopters from 12 to 15 years and 30% to 40%, respectively, due to improvements in new aircraft models that continue to increase their long-term value and make them viable for operation over a longer period of time.

Gains on Asset Dispositions and Impairments, Net. During 2011, the Company sold ten helicopters and other equipment and received insurance proceeds related to the loss of an aircraft. The Company received net proceeds of $26.0 million on the disposition of these assets, including insurance proceeds, and had gains of $16.3 million of which $14.3 million was recognized currently and $2.0 million was deferred. In addition, the company recognized previously deferred gains of $0.7 million and a gain of $1.3 million from insurance proceeds relating to the loss of an aircraft. During 2010, the Company sold two helicopters and other equipment for net proceeds of $0.9 million and gains of $0.5 million. In addition, the Company recognized previously deferred gains of $0.6 million and recognized a loss of $0.3 million relating to the impairment of four EC120 helicopters.

Operating Income. Excluding gains on asset dispositions and impairments, operating income as a percentage of operating revenues was consistent in both periods at 8%.

2010 compared with 2009

Operating Revenues. Operating revenues were $0.3 million lower for the year ended December 31, 2010 compared with the year ended December 31, 2009. Operating revenues in the U.S. Gulf of Mexico were $8.9 million lower primarily due to a $19.4 million decrease driven by a reduction in the number of aircraft operating in the region and lower flight hours supporting oil and gas activities following the Deepwater Horizon incident. These reductions were partially offset by revenues of $10.5 million generated by equipment contracted to the U.S. Coast Guard in support of the Oil Spill Response. Operating revenues in Alaska were $3.0 million higher primarily due to an increase in the number of helicopters on contract in support of oil and gas activities. Operating revenues from contract-leasing activities increased by $22.1 million as additional aircraft were placed on international contract-leases, primarily in Brazil. As of December 31, 2010, 39 aircraft were dedicated to the contract-leasing market compared with 35 as of December 31, 2009. Operating revenues from air medical services were $15.0 million lower due to the non-renewal of several contracts upon their conclusion. Operating revenues for the FBO were $1.8 million lower primarily due to the loss of a significant customer during 2009.

Operating Expenses. Operating expenses were $0.7 million lower for the year ended December 31, 2010 compared with the year ended December 31, 2009. Personnel costs were $4.4 million lower primarily due to a $4.1 million reduction in wage and benefit costs for air medical services in line with reduced activity and a $1.8 million reduction in crew subsistence costs in the U.S. Gulf of Mexico. These decreases were partially offset by a $1.7 million increase in wage and benefit costs in Alaska in support of additional helicopters on contract. Repair and maintenance costs were $3.7 million higher primarily due to a $5.8 million increase as additional aircraft were placed in power-by-hour maintenance contracts and a $4.2 million increase due to the timing of major repairs, partially offset by a $6.2 million reduction in maintenance spending in air medical services as a result of fewer contracts. Fuel expenses decreased by $1.7 million primarily due to a reduction in FBO fuel sales. Other operating expenses were $3.2 million higher primarily due to the receipt of $5.7 million in insurance reimbursements in 2009 for expenses incurred following Hurricanes Gustav and Ike in 2008. This was partially offset by a $2.3 million reduction in costs attributable to a firefighting contract completed in 2009.

Administrative and General. Administrative and general expenses were $4.4 million higher for the year ended December 31, 2010 compared with the year ended December 31, 2009 primarily due to $2.0 million in higher wage and benefit costs and the 2009 reversal of a $1.5 million provision for doubtful accounts following its collection.

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Depreciation and Amortization. Depreciation expense was $6.0 million higher for the year ended December 31, 2010 compared with the year ended December 31, 2009 primarily due to the continued modernization of the fleet through the addition of new and higher cost equipment.

Operating Income. Operating income as a percentage of operating revenues was 8% in 2010 compared with 12% in 2009. The decrease was primarily due to the receipt of insurance proceeds in 2009 for expenses incurred in 2008 following Hurricanes Gustav and Ike and the 2009 reversal of a provision for doubtful accounts following its collection. Excluding the impact of these items, operating income as a percentage of operating revenues was 9% in 2009.

Inland River Services

Historically, activity levels for grain exports and non-grain imports are the key drivers in determining freight rates. Domestic corn production has declined for two consecutive years resulting in a negative impact on river export volumes, which fell by over 10% in 2011 compared with 2010. The weakness in the grain export markets in 2011 was somewhat offset by a significant improvement in the coal export market. The United States has traditionally been a residual exporter of coal and in 2011 rising demand in China and production issues in other exporting countries combined to push Mississippi coal exports to over 18 million tons, up from eight million tons in 2010. The improvements in the coal freight markets led some operators to switch their barges to carry coal instead of grain. This reduced the available supply of grain barges and helped to support grain freight rates.

Weather conditions again presented challenges to the industry during 2011. Excessive rain in the Corn Belt throughout the spring and early summer delayed planting, stunted crop growth, flooded thousands of acres of farmland and pushed commodity prices to record highs. The spring floods were particularly troublesome. River locks were periodically closed, river traffic was halted to protect levee integrity, shippers were forced to cease operations, tow sizes were limited and fuel efficiency was reduced. Operations did not return to normal until the third quarter of the year. In the fourth quarter, low water periodically limited drafts and earning potential on points south of St. Louis on the Mississippi River and on the Lower Ohio River.

At the end of 2011, the average age of the Inland River Services’ dry cargo barge fleet was 6 years old, which the Company believes is among the youngest fleets operating on the U.S. Inland River Waterways system. Inland River Services believes that approximately 25% of the dry cargo barge fleet operating on the U.S. Inland River Waterways is over 20 years old. Inland River Services believes the relatively young age of its dry cargo barge fleet enhances its availability and reliability, reduces downtime for repairs and obviates, for the immediate future, the necessity of replacement capital expenditures to maintain its fleet size and revenue generating capacity.

The aggregate cost of Inland River Services’ operations depends primarily on the size and mix of its fleet. Inland River Services’ operating costs and expenses are grouped into the following categories:

• barge logistics (primarily towing, switching, fleeting and cleaning costs);

• personnel (primarily wages, benefits, payroll taxes, savings plans and travel for marine personnel);

• repairs and maintenance (primarily repairs and maintenance on towboats, which are performed in accordance with planned maintenance programs);

• insurance and loss reserves (primarily the cost of Hull and Machinery, Protection and Indemnity and Cargo insurance premiums and loss deductibles);

• fuel, lubes and supplies;

• leased-in equipment (includes the cost of leasing equipment, including bought-in freight and towboats, from lessors under bareboat charter arrangements); and

• other (rail car logistics, property taxes and other).

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Results of Operations

	2011				2010				2009
	Amount		Percent		Amount		Percent		Amount		Percent
	$ ’000		%		$ ’000		%		$ ’000		%
Operating Revenues:
United States		187,657		100		161,697		100		154,991		100
Foreign		—		—		—		—		107		—
		187,657		100		161,697		100		155,098		100
Costs and Expenses:
Operating:
Barge logistics		80,506		43		54,296		33		42,884		28
Personnel		13,255		7		13,011		8		13,323		8
Repairs and maintenance		4,443		3		4,860		3		4,815		3
Insurance and loss reserves		2,392		1		3,005		2		2,625		2
Fuel, lubes and supplies		2,320		1		3,965		2		2,538		2
Leased-in equipment		10,370		6		12,491		8		20,095		13
Other		6,213		3		5,550		4		3,164		2
		119,499		64		97,178		60		89,444		58
Administrative and general		11,339		6		10,691		7		8,764		6
Depreciation and amortization		23,494		12		20,721		13		19,357		12
		154,332		82		128,590		80		117,565		76
Gains on Asset Dispositions		2,964		1		31,928		20		4,706		3
Operating Income		36,289		19		65,035		40		42,239		27
Other Income (Expense):
Other, net		4		—		2,237		2		—		—
Equity in Earnings of 50% or Less Owned Companies		4,136		2		3,708		2		3,882		3
Segment Profit		40,429		21		70,980		44		46,121		30

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Operating Revenues by Service Line. The following table presents, for the years indicated, operating revenues by service line.

	2011				2010				2009
	Amount		Percent		Amount		Percent		Amount		Percent
	$ ’000		%		$ ’000		%		$ ’000		%
Operating Revenues:
Dry cargo barge pools		110,325		59		89,935		56		84,621		55
Liquid unit tow operation		27,157		14		30,109		19		29,881		19
Charter-out of dry cargo barges		9,097		5		8,605		5		9,454		6
10,000 barrel liquid tank barge operations		16,277		9		10,180		6		7,660		5
Inland river towboat operations and other activities		24,801		13		22,868		14		23,482		15
		187,657		100		161,697		100		155,098		100

Dry Cargo Barge Pools Operating Data. The following table presents, for the years indicated, Inland River Services’ interest in tons moved and its available barge days in the dry cargo barge pools. Available barge days represents the total calendar days during which the Company’s owned and chartered-in barges were in the pool.

	2011				2010				2009
	Tons		%		Tons		%		Tons		%
Tons Moved (in thousands):
Grain		4,691		74		3,121		69		2,645		71
Non-Grain		1,627		26		1,395		31		1,089		29
		6,318		100		4,516		100		3,734		100
	Days				Days				Days
Available Barge Days		196,820				168,109				140,616

2011 compared with 2010

Operating Revenues. Operating revenues were $26.0 million higher for the year ended December 31, 2011 compared with the year ended December 31, 2010. Operating revenues from dry cargo barge pool operations were $20.4 million higher primarily due to a larger fleet following the addition of newly constructed dry cargo barges and the addition of dry cargo barges previously included in the Seaspraie joint venture. Operating revenues from liquid unit tow operations were $3.0 million lower primarily due to lower contract rates and reduced utilization. Operating revenues from 10,000 barrel liquid tank barge operations were $6.1 million higher primarily due to the addition of barges previously included in the Seaspraie joint venture. Operating revenues from inland river towboat operations and other activities were $1.9 million higher primarily due to the commencement of towboat repair operations.

Operating Expenses. Operating expenses were $22.3 million higher for the year ended December 31, 2011 compared with the year ended December 31, 2010. The increase was primarily due to increased barge logistic expenses as a result of the larger fleet, higher fuel prices and high-water towing escalators as a result of difficult operating conditions throughout the first half of 2011 and higher repositioning costs due to delays in the commencement of the 2011 grain harvest.

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Gains on Asset Dispositions. During 2011, the Company sold one towboat, six deck barges, one liquid tank barge and other equipment for proceeds of $4.5 million and gains of $0.2 million. In addition, the company recognized previously deferred gains of $2.8 million. During 2010, the Company sold 60 dry cargo barges to its South American joint venture and other equipment for proceeds of $25.8 million and gains of $16.5 million. In addition, the company recognized previously deferred gains of $15.5 million, of which $12.2 million related to the Company’s acquisition of a controlling interest in its Seaspraie joint venture.

Operating Income. Excluding the impact of gains on asset dispositions, operating income as a percentage of operating revenues was 18% in 2011 compared with 20% in 2010. The decrease was primarily attributable to the increased barge logistic expenses noted above.

Equity in Earnings of 50% or Less Owned Companies, Net of Tax. During the third quarter of 2011, the Company obtained a 100% controlling interest in Soylutions LLC through the acquisition of its partner’s 50% interest. Upon the acquisition, the Company adjusted its investment in Soylutions to fair value resulting in the recognition of a gain of $2.3 million, net of tax. During the fourth quarter of 2010, the Company obtained a 100% controlling interest in Seaspraie Holdings LLC through the acquisition of its partner’s 50% interest. Upon the acquisition, the Company adjusted its investment in Seaspraie to fair value resulting in the recognition of a gain of $2.5 million, net of tax.

2010 compared with 2009

Operating Revenues. Operating revenues were $6.6 million higher for the year ended December 31, 2010 compared with the year ended December 31, 2009. Operating revenues from dry cargo barge pool operations were $5.3 million higher primarily due to a larger fleet following the addition of newly constructed barges, the return of barges previously chartered-out, the addition of equipment previously included in a joint venture, and increased demurrage revenues. These increases were partially offset by a reduction in revenues from bought-in-freight activities. Operating revenues for the 10,000 barrel liquid tank barges increased by $2.5 million primarily due to equipment additions.

Operating Expenses. Operating expenses were $7.7 million higher for the year ended December 31, 2010 compared with the year ended December 31, 2009. Barge logistics expenses were $11.4 million higher primarily due to more activity in the dry cargo barge pool and a 22% increase in fuel prices. The cost of leased-in equipment was $7.6 million lower primarily due to a reduction in bought-in-freight activities.

Gains on Asset Dispositions. During 2010, the Company sold 60 dry cargo barges to its South American joint venture and other equipment for proceeds of $25.8 million and gains of $16.5 million. In addition, the company recognized previously deferred gains of $15.5 million, of which $12.2 million related to the Company’s acquisition of a controlling interest in its Seaspraie joint venture. During 2009, the Company sold five dry cargo barges, three towboats and other equipment for proceeds of $20.3 million and gains of $16.4 million, of which $2.3 million was recognized currently and $14.1 million was deferred. In addition, the company also recognized previously deferred gains of $2.4 million.

Operating Income. Excluding the impact of gains on asset dispositions, operating income as a percentage of operating revenues was 20% in 2010 compared with 24% in 2009. The decrease was primarily attributable to the increased barge logistic expenses noted above.

Other, net. Other, net includes the sale of the Company’s claim against the prime broker for one of its joint ventures that was impaired in 2008.

Marine Transportation Services

Demand for the Company’s tankers is dependent on several factors, including petroleum production and refining activity levels in the United States, domestic consumer and commercial consumption of petroleum products, and chemicals and competition from foreign imports of oil products. During 2006 and 2007, orders

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placed by industry participants for the construction of new double-hulled vessels qualified for operation in the U.S. coastwise trade created uncertainty as to whether the market would be able to absorb such additional capacity. In response to the uncertainty of both demand and supply factors and in order to secure a portion of the fleet’s future earnings, Marine Transportation Services entered into long-term arrangements to bareboat charter-out four vessels with staggered delivery dates. The first vessel began its charter in March 2007, the second in September 2008, the third in January 2010, and the fourth in August of 2010.

As of December 31, 2011, the Company believes that third parties have contracted to build approximately five U.S.-flag tank vessels that could compete with Marine Transportation Services’ equipment and that three of such vessels are scheduled to be delivered in 2012 and two vessels in 2013. It is anticipated that one U.S.-flag tank vessel will be retired under OPA 90 regulations in 2012 and additional two vessels will be retired in 2013 to 2014.

G&G Shipping Acquisition. In April 2011, Marine Transportation Services acquired real property, eight foreign-flag Roll-on/Roll-off (“RORO”) vessels and a 70% interest in an operating company engaged in the shipping trade between the United States, the Bahamas and the Caribbean. This operating company leases-in the real property and the RORO vessels from the Company.

Marine Transportation Services’ operating costs and expenses are grouped into the following categories:

• personnel (primarily wages, benefits, payroll taxes, savings plans and travel for marine personnel);

• repairs and maintenance (primarily routine repairs and maintenance and overhauls which are performed in accordance with planned maintenance programs);

• drydocking (primarily the cost of regulatory drydockings performed in accordance with applicable regulations);

• insurance and loss reserves (primarily the cost of Hull and Machinery and Protection and Indemnity insurance premiums and loss deductibles);

• fuel, lubes and supplies;

• leased-in equipment (includes the cost of leasing tankers from lessors under bareboat charter arrangements); and

• other (port charges, freight, vessel inspection costs and other).

Vessel drydockings are regularly performed in accordance with applicable regulations and the Company expenses drydocking costs as incurred. If a disproportionate number of drydockings are undertaken in a particular fiscal year or quarter, operating expenses may vary significantly when compared with a prior year or prior quarter.

74

Results of Operations

	2011					2010						2009
	Amount			Percent		Amount			Percent			Amount			Percent
	$ ’000			%		$ ’000			%			$ ’000			%
Operating Revenues:
United States		70,052			75		76,163			100			92,866			100
Foreign		23,084			25		—			—			—			—
		93,136			100		76,163			100			92,866			100
Costs and Expenses:
Operating:
Personnel		16,573			18		20,385			27			25,518			28
Repairs and maintenance		3,050			3		2,386			3			4,391			5
Drydocking		1,960			2		5,631			7			4,152			4
Insurance and loss reserves		1,083			1		2,778			4			4,099			4
Fuel, lubes and supplies		6,716			7		3,777			5			7,417			8
Leased-in equipment		12,146			13		1,888			3			1			—
Other		11,567			13		2,430			3			4,990			5
		53,095			57		39,275			52			50,568			54
Administrative and general		8,864			9		5,002			6			4,122			4
Depreciation and amortization		22,079			24		28,645			38			32,006			35
		84,038			90		72,922			96			86,696			93
Gains (Losses) on Asset Dispositions and Impairments, Net		1,125			1		(18,688	)		(24	)		—			—
Operating Income (Loss)		10,223			11		(15,447	)		(20	)		6,170			7
Other Income (Expense):
Foreign currency gains (losses), net		(11	)		—		22			—			(1	)		—
Other, net		274			—		—			—			—			—
Equity in Losses of 50% or Less Owned Companies		(74	)		—		—			—			—			—
Segment Profit (Loss)		10,412			11		(15,425	)		(20	)		6,169			7

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Operating Revenues by Type. The table below sets forth, for the years indicated, operating revenues earned by type.

	2011					2010				2009
	Amount			Percent		Amount		Percent		Amount		Percent
	$ ’000			%		$ ’000		%		$ ’000		%
Operating Revenues:
Time charter		35,825			38		43,552		57		52,073		56
Bareboat charter		35,040			38		28,968		38		17,520		19
Contract of affreightment and other		(248	)		—		3,643		5		23,273		25
G&G Shipping		22,519			24		—		—		—		—
		93,136			100		76,163		100		92,866		100

2011 compared with 2010

Operating Revenues. Operating revenues were $17.0 million higher for the year ended December 31, 2011 compared with the year ended December 31, 2010. Excluding the impact of the G&G acquisition, which occurred in April 2011 and accounted for a $22.5 million increase, operating revenues were $5.5 million lower. Time charter revenues were $7.7 million lower primarily due to the change in contract status of one vessel from time charter to long-term bareboat charter effective August 21, 2010, partially offset by fewer off-hire days for regulatory drydockings. Bareboat charter revenues were $6.1 million higher due to the change in contract status of one vessel from time charter to long-term bareboat charter. Contract of affreightment and other revenues were $3.9 million lower primarily due to the lay-up of the Seabulk America in August 2010.

Operating Expenses. Operating expenses were $13.8 million higher for the year ended December 31, 2011 compared with the year ended December 31, 2010. Excluding the impact of the G&G Shipping acquisition, which accounted for a $19.1 million increase, operating expenses were $5.3 million lower primarily due to the change in contract status of two time charter vessels to long-term bareboat charter, the sale of the Seabulk America and reduced drydocking activity. In 2010, two vessels underwent regulatory drydockings compared with 2011 when one vessel underwent an underwater survey. These reductions in operating costs were partially offset by a $10.3 million increase in leased-in equipment expenses primarily due to the sale-leaseback of two vessels in the fourth quarter of 2010. The $9.1 million increase in other operating expenses was primarily due to the G&G acquisition.

Administrative and General. Administrative and general expenses were $3.9 million higher for the year ended December 31, 2011 compared with the year ended December 31, 2010 primarily due to the G&G Shipping acquisition.

Depreciation and Amortization. Depreciation and amortization expenses were $6.6 million lower for the year ended December 31, 2011 compared with the year ended December 31, 2010 primarily due to sale-leaseback of two vessels in the fourth quarter of 2010 partially offset by an increase for assets acquired in the G&G Shipping acquisition.

Gains on Asset Dispositions and Impairments, Net. During 2011, the Company sold one U.S.-flag product tanker, the Seabulk America for net proceeds of $5.5 million and a gain of $1.1 million.

Operating Income. Excluding the impact of gains on asset dispositions and impairments, operating income as a percentage of operating revenues was 10% for the year ended December 31, 2011 compared with 4% for the year ended December 31, 2010 primarily due to the change in contract status for one vessel from time charter to long-term bareboat charter, a reduction in drydocking activity and the sale of the Seabulk America.

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2010 compared with 2009

Operating Revenues. Operating revenues were $16.7 million lower for the year ended December 31, 2010 compared with the year ended December 31, 2009. Time charter revenues were $8.5 million lower primarily due to changes in the contract status of two vessels from time charter to long-term bareboat charter, one effective January 21, 2010 and the other effective August 21, 2010. Bareboat charter revenues were $11.4 million higher due to the change in contract status of the two vessels to long-term bareboat charter. Contract of affreightment and other revenues were $19.6 million lower due to fewer vessels operating in the spot market, reduced spot market demand and the lay-up of the Seabulk America in August 2010.

Operating Expenses. Operating expenses were $11.3 million lower for the year ended December 31, 2010 compared with the year ended December 31, 2009 consistent with more vessels operating under bareboat charters and fewer vessels operating in the spot market. Drydocking expenses were $1.5 million higher in 2010 as two tankers underwent regulatory drydockings and two others underwent short handover drydockings prior to commencing long-term bareboat charters. Leased-in equipment expenses were $1.9 million higher in 2010 due to the sale-leaseback of two vessels under long-term bareboat charters in the fourth quarter of 2010.

Depreciation and Amortization. Depreciation and amortization expenses were $3.4 million lower for the year ended December 31, 2010 compared with the year ended December 31, 2009 primarily due to a $1.7 million decrease as a result of the sale-leaseback of two vessels and a $1.7 million decrease because of the write-down of the Seabulk America, which was reduced to fair value in the third quarter.

Gains (Losses) on Asset Dispositions and Impairments, Net. During 2010, the Company sold two U.S.-flag product tankers for net proceeds of $181.0 million and gains of $69.3 million, all of which was deferred. In addition, the Company recorded an impairment charge of $18.7 million to write-down of the Seabulk America to fair value in August 2010.

Operating Income. Excluding the impact of losses on asset dispositions and impairments, operating income as a percentage of operating revenues was 4% in 2010 compared with 7% in 2009. The decrease was primarily due to the lay-up of the Seabulk America and higher drydocking costs.

Environmental Services

Environmental Services charges fees for its consulting and response management/remediation services on both a time and material basis and on a fixed fee bid basis. In both cases, the total fees charged are dependent upon the scope of work to be accomplished and the labor and other direct costs required to carry out the work. The margins on time and material services are more predictable and represent a lower risk; however, margins on fixed fee work may be greater if estimated properly and costs are controlled adequately.

Operating results and cash flows can be very dependent on the number of emergency responses in a given fiscal period, the magnitude of each emergency and the profit margin earned. Consequently, emergency response revenues and related income can vary materially between comparable periods. The revenues from any one period are not indicative of a trend or anticipated results in future periods. Environmental Services’ 2010 operating results were significantly impacted by its involvement in the Oil Spill Response.

Costs of emergency response activities can include payments to sub-contractors for labor, equipment and materials and/or the direct charge of labor and to a lesser extent equipment and materials provided by Environmental Services. Profit margins vary based on the use of the Company’s personnel and equipment resources versus the use of third-party personnel and equipment.

The principal components of Environmental Services’ operating expenses are salaries and related benefits for operating personnel and payments to subcontractors. These expenses are primarily a function of the level of retainer, spill, consulting and other environmental business activities.

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Environmental Services’ business is conducted through SEACOR Environmental Services Inc. (“SES”) and O’Brien’s Response Management Inc. (“ORM”). SES includes National Response Corporation, one of the largest providers of oil spill response services in the United States; NRC Environmental Services Inc., a leading provider of environmental and industrial services on the West Coast of the United States; SEACOR Response Ltd., which provides oil spill and emergency response services to customers in various international markets; and certain other subsidiaries (collectively the “SES Business”). On February 7, 2012, SEACOR announced it had reached an agreement to sell the SES Business to J.F. Lehman & Company, a leading, middle-market private equity firm. The closing of the transaction is conditioned upon the buyer obtaining certain debt financing and other customary conditions. Either the Company or the buyer may terminate the stock purchase agreement if the closing has not occurred by March 31, 2012. The transaction does not include ORM, a leading provider of crisis and emergency preparedness and response services. Summarized selected operating results of the SES Business for the years ended December 31 were as follows (in thousands):

	2011		2010		2009
Operating Revenues	$	131,346	$	681,082	$	104,478
Operating Income		13,012		139,771		3,906
Segment Profit		13,030		140,392		4,210

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Results of Operations

	2011					2010					2009
	Amount			Percent		Amount			Percent		Amount			Percent
	$ ’000			%		$ ’000			%		$ ’000			%
Operating Revenues:
United States		187,141			88		846,931			97		125,111			86
Foreign		24,495			12		27,462			3		20,656			14
		211,636			100		874,393			100		145,767			100
Costs and Expenses:
Operating:
Subcontractors		68,240			32		525,159			60		44,067			30
Personnel		42,048			20		44,520			5		37,506			26
Repairs and maintenance		4,706			2		5,030			1		4,467			3
Insurance and loss reserves		3,029			1		2,580			—		2,821			2
Fuel, lube and supplies		8,224			4		6,789			1		5,716			4
Other		9,766			5		9,210			1		9,184			6
		136,013			64		593,288			68		103,761			71
Administrative and general		33,014			16		31,555			3		25,452			18
Depreciation and amortization		9,473			4		8,396			1		7,150			5
		178,500			84		633,239			72		136,363			94
Gains (Losses) on Asset Dispositions		(54	)		—		510			—		(197	)		—
Operating Income		33,082			16		241,664			28		9,207			6
Other Income (Expense):
Foreign currency gains (losses), net		12			—		(105	)		—		9			—
Other, net		2			—		1			—		—			—
Equity in Earnings (Losses) of 50% or Less Owned Companies		(53	)		—		683			—		225			—
Segment Profit		33,043			16		242,243			28		9,441			6

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Operating Revenues by Service Line. The table below sets forth, for the periods indicated, the amount of operating revenues earned by Environmental Services’ from its various service lines.

	2011				2010				2009
	Amount		Percent		Amount		Percent		Amount		Percent
	$ ’000		%		$ ’000		%		$ ’000		%
Operating Revenues:
Response Services		92,443		44		731,435		84		40,251		28
Retainer Services		30,537		14		28,158		3		28,058		19
Standby Services		14,815		7		11,623		1		6,357		4
Professional Services		17,371		8		15,874		2		19,333		13
Software Services		611		—		2,433		—		—		—
Project Management		50,092		24		76,061		9		44,412		31
Equipment Sales and Leasing		5,767		3		8,809		1		7,356		5
		211,636		100		874,393		100		145,767		100

2011 compared with 2010

Operating Revenues. Operating revenues were $662.8 million lower for the year ended December 31, 2011 compared with the year ended December 31, 2010 primarily due to lower emergency response and project management revenues related to the Oil Spill Response. Emergency response activities accounted for 44% and 84% of Environmental Services’ operating revenues in 2011 and 2010, respectively.

Costs and Expenses. Operating expenses were $457.3 million lower for the year ended December 31, 2011 compared with the year ended December 31, 2010. The reduction was primarily due to a reduction in personnel employed and third party resources engaged, due to the winding down of Oil Spill Response activities.

Administrative and General. Administrative and general expenses were $1.5 million higher for the year ended December 31, 2011 compared with the year ended December 31, 2010 primarily due to higher information technology and professional costs.

Operating Income. Operating income as a percentage of operating revenues was 16% for 2011 compared with 28% for 2010. The decrease was primarily due to higher revenues achieved in 2010 related to the Oil Spill Response and higher administrative and general and depreciation and amortization costs in 2011.

2010 compared with 2009

Operating Revenues. Operating revenues were $728.6 million higher for the year ended December 31, 2010 compared with the year ended December 31, 2009 due to increased emergency response and project management revenues related to the Oil Spill Response. Emergency response activities accounted for 84% and 28% of Environmental Services’ operating revenues in 2010 and 2009, respectively.

Operating Expenses. Operating expenses were $489.5 million higher for the year ended December 31, 2010 compared with the year ended December 31, 2009. The increase was primarily due to additional personnel employed and additional resources required from third parties to support the Oil Spill Response activities.

Increased subcontractor and personnel costs of $481.1 million and $7.0 million, respectively, were due to additional personnel employed and additional resources required from third parties as a result of the Oil Spill Response.

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Administrative and General. Administrative and general expenses were $6.1 million higher for the year ended December 31, 2010 compared with the year ended December 31, 2009 primarily due to higher wages and compensation expense.

Operating Income. Operating income as a percentage of operating revenues was 28% in 2010 compared with 6% in 2009. The improvement was primarily due to the Oil Spill Response.

Commodity Trading and Logistics

The profitability of Commodity Trading and Logistics is affected by the availability and market prices of energy and agricultural commodities and the availability and costs of transportation and logistics services, including pipeline, truck, barge, rail and ocean freight.

Commodity Trading and Logistics expects that population growth, rising standards of living and rising global demand for renewable fuels will continue to increase global demand for agricultural and energy commodities. However, from time to time, imbalances may exist between capacity and demand for rice, sugar and energy-related products in certain markets, which impacts whether, when and where to purchase, store, transport or sell these commodities.

Results of Operations

	2011						2010					2009
	Amount			Percent			Amount			Percent		Amount			Percent
	$ ’000			%			$ ’000			%		$ ’000			%
Operating Revenues:
United States		714,097			75			589,021			79		294,735			62
Foreign		241,591			25			152,875			21		177,840			38
		955,688			100			741,896			100		472,575			100
Costs and Expenses:
Operating		940,506			98			729,135			98		460,713			97
Administrative and general		8,404			1			11,435			2		12,644			3
Depreciation and amortization		57			—			61			—		29			—
		948,967			99			740,631			100		473,386			100
Operating Income (Loss)		6,721			1			1,265			—		(811	)		—
Other Income (Expense):
Derivative gains (losses), net(1)		(5,734	)		(1	)		(4,580	)		—		4,028			1
Foreign currency gains (losses), net		104			—			(531	)		—		498			—
Other, net		(167	)		—			787			—		25			—
Equity in Earnings (Losses) of 50% or Less Owned Companies		(1,815	)		—			(604	)		—		(95	)		—
Segment Profit (Loss)		(891	)		—			(3,663	)		—		3,645			1

(1) In the Company’s energy and sugar trading businesses, fixed price future purchase and sale contracts for ethanol and sugar are included in derivative positions at fair value. The Company routinely enters into exchange traded positions to offset its net commodity market exposure on these purchase and sale contracts as well as its inventory balances. As a result, derivative gains (losses), net recognized during any period are predominately offset by fair value adjustments included in operating revenues and expenses on completed transactions, subject to certain timing differences on the delivery of physical inventories. As of December 31, 2011 and 2010, the net market exposure to ethanol and sugar under its contracts and inventory balances was not material.

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Operating Revenues and Segment Profit (Loss) by Commodity. The table below sets forth, for the periods indicated, the amount of revenues earned and segment profit by Commodity Trading and Logistics from its respective activities by commodity.

	2011						2010						2009
	Amount			Percent			Amount			Percent			Amount			Percent
	$ ’000			%			$ ’000			%			$ ’000			%
Operating Revenues:
Energy		731,164			77			585,575			79			273,359			58
Sugar		213,051			22			103,055			14			77,614			16
Rice and Salt		11,709			1			53,266			7			121,602			26
Intersegment eliminations		(236	)		—			—			—			—			—
		955,688			100			741,896			100			472,575			100
Segment Profit (Loss):
Energy		(223	)		(25	)		4,400			120			6,047			166
Sugar		1,033			116			937			26			(652	)		(18	)
Rice and Salt		(1,701	)		(191	)		(9,000	)		(246	)		(1,750	)		(48	)
		(891	)		(100	)		(3,663	)		(100	)		3,645			100

2011 compared with 2010

Energy. Segment results decreased by $4.6 million for the year ended December 31, 2011 compared with the year ended December 31, 2010. The decrease was primarily due to a reduction in freight revenues as a result of the non-renewal of a contract, higher third party freight and storage costs, lower ethanol sales volumes, losses on exchange traded derivative positions hedging physical inventory balances and higher losses from the Company’s alcohol manufacturing joint venture. These decreases were partially offset by lower administrative and general expenses.

Sugar. Segment results improved by $0.1 million for the year ended December 31, 2011 compared with the year ended December 31, 2010. Trading volumes increased due to expansion into new markets and larger average trade size, however margins remained in line with 2010 levels.

Rice and Salt. Segment results improved by $7.3 million for the year ended December 31, 2011 compared with the year ended December 31, 2010 primarily due to costs incurred during the winding down of rice trading activities and the market write-downs of rice inventories in 2010. As previously reported, the Company has significantly reduced its rice trading activities.

2010 compared with 2009

Energy. Operating revenues were $312.2 million higher for the year ended December 31, 2010 compared with the year ended December 31, 2009 due to increased activity in renewable fuel and clean blendstock trading, including logistics and transport, and hydrocarbon transportation revenues. Segment profit decreased by $1.6 million primarily due to lower margins on activities, the recognition of derivative losses on hedging physical inventory positions and start-up costs associated with the Company’s alcohol manufacturing joint venture.

Sugar. Segment results increased $1.6 million for the year ended December 31, 2010 compared with the year ended December 31, 2009 primarily due to the recognition of a $1.5 million bad debt provision in 2009.

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Rice and Salt. Segment losses increased by $7.3 million from rice activities in 2010 compared with 2009 primarily due to costs incurred during the winding down of rice trading activities and market write-downs of rice inventories. As previously reported, the Company has decided to reduce its rice activities and has substantially liquidated its rice inventories.

Other Segment Profit

	2011			2010			2009
	$ ’000			$ ’000			$ ’000
Harbor and Offshore Towing Services		13,230			11,835			7,091
Other Activities		(600	)		(1,409	)		(1,458	)
Equity in Earnings (Losses) of 50% or Less Owned Companies		(1,524	)		223			(811	)
Segment Profit		11,106			10,649			4,822

Harbor and Offshore Towing Services. Segment profit was $1.4 million higher for the year ended December 31, 2011 compared with the year ended December 31, 2010 primarily due to higher fuel surcharges, tariff increases in certain ports and lower operating costs following the sale of two tugs, the return of one chartered-in tug to its owner and lower insurance and drydocking expenses. These increases were partially offset by higher fuel costs. Segment profit was $4.7 million higher for the year ended December 31, 2010 compared with the year ended December 31, 2009 primarily due to activity associated with the Oil Spill Response. The benefit was partially offset by higher repair and fuel costs and higher expenses related to insurance incidents.

Other Activities, net. Segment loss in 2011 resulted primarily from expenditures for business development in Asia related to industrial air services, partially offset by income from the Company’s lending and leasing activities.

Equity in earnings (losses) of 50% or Less Owned Companies. Equity in losses of 50% or less owned companies in 2011 were primarily due to losses in one of the Company’s industrial air services joint ventures in Asia.

Corporate and Eliminations

	2011			2010			2009
	$ ’000			$ ’000			$ ’000
Corporate Expenses		(37,404	)		(47,692	)		(33,355	)
Eliminations		—			212			306
Operating Loss		(37,404	)		(47,480	)		(33,049	)
Other Income (Expense):
Derivative gains (losses), net		(29,075	)		10,903			6,842
Foreign currency gains (losses), net		3,395			(5,608	)		3,555
Other, net		(521	)		597			91

Corporate Expenses. Corporate expenses in 2010 were higher primarily due to higher management bonus accruals, the acceleration of restricted stock awards into 2010 that were scheduled to lapse in 2011, and amounts designated for a foundation that will provide financial support to selected charities and projects in various parts of the Southeastern United States affected by the Deepwater Horizon oil spill.

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Derivative gains (losses), net. Derivative losses, net in 2011 were primarily due to losses on U.S. Treasury note, rate lock and bond future and option contracts of $28.3 million. Derivative gains, net in 2010 were primarily due to gains on U.S. Treasury note, rate lock and bond future and option contracts of $8.5 million, forward currency exchange option and future contracts of $3.9 million and equity options of $2.1 million partially offset by losses on interest rate swaps of $3.5 million. Derivative gains, net in 2009 were primarily due to gains on forward currency exchange option and future contracts of $2.3 million and equity options of $3.1 million.

Foreign currency gains (losses), net. Foreign currency gains, net in 2011 were primarily due to a strengthening of the U.S. dollar against the euro underlying certain of the Company’s marketable securities and cash balances. Foreign currency losses, net in 2010 were primarily due to a strengthening of the U.S. dollar against foreign currencies underlying certain of the Company’s intercompany notes receivable and cash balances. Foreign currency gains, net in 2009 were primarily due to a weakening of the U.S. dollar against foreign currencies underlying certain of the Company’s intercompany notes receivable.

Other Income (Expense) not included in Segment Profit

	2011			2010			2009
	$’000			$’000			$’000
Interest income		13,756			8,882			4,466
Interest expense		(41,245	)		(43,950	)		(59,043	)
Debt extinguishment gains (losses), net		(99	)		(1,460	)		(5,587	)
Marketable security gains (losses), net		(7,893	)		(2,159	)		24,059
		(35,481	)		(38,687	)		(36,105	)

Interest income. Interest income increased in 2011 compared with 2010 primarily due to higher lending and leasing activities. Interest income increased in 2010 compared with 2009 primarily due to higher invested cash balances.

Interest expense. Interest expense decreased in 2011 primarily due to higher capitalized interest. Interest expense decreased in 2010 due to lower outstanding debt and higher capitalized interest.

Debt extinguishment gains, net. During 2010, the Company purchased or redeemed outstanding debt that resulted in net losses on debt extinguishments of $1.5 million. The net losses resulted primarily from the purchase of the Company’s 7.375% Senior Notes. During 2009, the Company purchased or redeemed outstanding debt that resulted in net losses on debt extinguishments of $5.6 million. The net losses resulted primarily from the settlement of the Company’s 2.875% Convertible Debentures, partially offset by gains on the purchase and redemption of the 9.5% Senior Notes.

Marketable security gains (losses), net. In 2011, marketable security losses, net were due to losses on the Company’s long marketable security positions of $13.4 million partially offset by gains on short sales of marketable securities of $5.5 million. In 2010, marketable security losses, net were due to losses on short sales of marketable securities of $5.0 million partially offset by gains on long marketable security positions of $2.8 million. In 2009, marketable security gains, net were due to gains on long marketable security positions of $27.1 million partially offset by losses on short sales of marketable securities of $3.0 million.

Income Taxes

The Company’s effective income tax rate in 2011, 2010 and 2009 was 39.7%, 37.7% and 38.4%, respectively.

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Liquidity and Capital Resources

Overview

The Company’s ongoing liquidity requirements arise primarily from working capital needs, and its obligations to meet capital commitments and repay debt obligations. The Company may use its liquidity to fund acquisitions, repurchase shares of SEACOR common stock, par value $0.01 per share (“Common Stock”), for treasury or to make other investments. Sources of liquidity are cash balances, marketable securities, construction reserve funds, Title XI reserve funds, cash flows from operations and borrowings under the Company’s revolving credit facilities. From time to time, the Company may secure additional liquidity through asset sales or the issuance of debt, shares of Common Stock or common stock of its subsidiaries, preferred stock or a combination thereof.

The Company’s unfunded capital commitments as of December 31, 2011 consisted primarily of offshore support vessels, helicopters, inland river tank barges, harbor tugs, an interest in a river grain terminal, an interest in a dry-bulk articulated tug-barge and other property and equipment. These commitments totaled $312.5 million, of which $199.3 million is payable during 2012 with the balance payable through 2014. Of the total unfunded capital commitments, $43.6 million may be terminated without further liability other than the payment of liquidated damages of $1.4 million. Subsequent to December 31, 2011, the Company committed to purchase additional equipment for $50.3 million.

As of December 31, 2011, construction reserve funds of $250.4 million were classified as non-current assets in the accompanying condensed consolidated balance sheets as the Company has the intent and ability to use the funds to acquire equipment.

SEACOR’s Board of Directors previously approved a securities repurchase plan that authorizes the Company to acquire Common Stock, which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. As of December 31, 2011, the remaining authority under the repurchase plan was $41.8 million. On January 18, 2012, SEACOR’s Board of Directors increased the repurchase authority to $150.0 million.

SEACOR’s Board of Directors has previously authorized the Company to purchase any or all of its 5.875% Senior Notes due 2012 and its 7.375% Senior Notes due 2019, which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions.

As of December 31, 2011, the Company had $427.0 million of outstanding borrowings under its revolving credit facilities. The remaining availability under SEACOR’s Revolving Credit Facility as of December 31, 2011 was $228.5 million, net of issued letters of credit of $1.5 million. This facility was reduced by 10% of the maximum committed amount of $450.0 million in November 2011 and will be reduced by a further 10% in November 2012. On December 22, 2011, Era Group Inc. (“Era”), a subsidiary of SEACOR that operates its Aviation Services business segment, entered into a $350.0 million senior secured revolving credit facility that matures in December 2016 and is secured by substantially all of the tangible and intangible assets of Era. The remaining availability under the Era Group Inc. Senior Secured Revolving Credit Facility as of December 31, 2011 was $98.0 million. In addition, the Company had other outstanding letters of credit totaling $60.5 million with various expiration dates through 2014.

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Summary of Cash Flows

	2011			2010			2009
	$ ’000			$ ’000			$ ’000
Cash provided by or (used in):
Operating Activities		206,587			399,417			297,618
Investing Activities		(331,956	)		19,228			(101,700	)
Financing Activities		220,983			(506,511	)		(6,327	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		1,959			(8,010	)		871
Net Increase (Decrease) in Cash and Cash Equivalents		97,573			(95,876	)		190,462

Operating Activities

Cash flows provided by operating activities decreased by $192.8 million during 2011 compared with 2010. Cash flows provided by operating activities increased by $101.8 million during 2010 compared with 2009. The components of cash flows provided by (used in) operating activities during the years ended December 31 were as follows:

	2011			2010			2009
	$ ’000			$ ’000			$ ’000
Operating income before depreciation and gains on asset dispositions and impairments, net		246,208			526,623			364,244
Changes in operating assets and liabilities before interest and income taxes		(49,016	)		83,867			(23,428	)
Purchases of marketable securities		(117,145	)		(107,716	)		(35,523	)
Proceeds from sales of marketable securities		178,016			44,992			61,595
Dividends received from 50% or less owned companies		9,582			17,912			15,920
Interest paid, excluding capitalized interest		(39,559	)		(43,445	)		(52,155	)
Income taxes paid, net of refunds		(5,899	)		(125,600	)		(40,001	)
Other		(15,600	)		2,784			6,966
Total cash flows provided by operating activities		206,587			399,417			297,618

During 2011, operating income before depreciation and gains on asset dispositions and impairments, net decreased by $280.4 million compared with 2010 primarily due to the impact of the Oil Spill Response in 2010 and continuing weakness in the offshore marine market. During 2010, operating income before depreciation and gains on asset dispositions and impairments, net increased by $162.4 million compared with 2009 primarily due to the impact of the Oil Spill Response in 2010 partially offset by weakness in the offshore marine market. See “Consolidated Results of Operations” included above for a discussion of the results for each of the Company’s business segments.

During 2011, changes in operating assets and liabilities before interest and income taxes used cash flows of $49.0 million primarily due to final settlements with a customer and certain subcontractors in respect of the Oil Spill Response and increased working capital employed in Aviation Services and Commodity Trading and Logistics. During 2010, changes in operating assets and liabilities before interest and income taxes provided cash flows of $83.9 million primarily due to the positive working capital impact of the Oil Spill Response, the liquidation of rice inventories in Commodity Trading and Logistics and the reduction of working capital in Offshore Marine Services resulting from declines in activity.

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During 2011, cash used in operating activities included $26.5 million to purchase marketable security long positions and $90.6 million to cover marketable security short positions. During 2011, cash provided by operating activities included $95.4 million received from the sale of marketable security long positions and $82.6 million received upon entering into marketable security short positions.

During 2010, cash used in operating activities included $102.6 million to purchase marketable security long positions and $5.1 million to cover marketable security short positions. During 2010, cash provided by operating activities included $27.3 million received from the sale of marketable security long positions and $17.7 million received upon entering into marketable security short positions.

During 2009, cash used in operating activities included $31.3 million to purchase marketable security long positions and $4.2 million to cover marketable security short positions. During 2009, cash provided by operating activities included $45.0 million received from the sale of marketable security long positions and $16.6 million received upon entering into marketable security short positions.

Investing Activities

During 2011, net cash used in investing activities was $332.0 million primarily as follows:

• Capital expenditures were $332.3 million. Equipment deliveries included three offshore support vessels, 55 inland river dry cargo barges, two inland river liquid tank barges, nine helicopters and one harbor tug. In addition, the Company acquired a controlling interest in an offshore support vessel.

• Proceeds from the disposition of property and equipment were $101.8 million, including $36.3 million in proceeds upon entering into a sale-leaseback transaction. The Company sold 11 offshore support vessels, 10 helicopters, one US-flagged product tanker, one inland river towboat, one inland river liquid tank barge, six inland river dry cargo and deck barges, two harbor tugs and other equipment.

• The Company made investments in and advances to its 50% or less owned companies of $63.0 million.

• The Company received returns of investments and advances from 50% or less owned companies of $22.3 million.

• The Company made net advances on third party notes receivable of $36.2 million.

• Construction reserve fund account transactions included withdrawals of $82.5 million and deposits of $18.6 million.

• The Company acquired certain assets and liabilities of Lewis & Clark Marine, Inc. and certain related affiliates for $29.6 million.

• The Company acquired 75% of the issued and outstanding shares in Windcat Workboats Holdings Ltd. for $21.5 million. The acquired company had $3.3 million in cash at the time of acquisition.

• The Company acquired certain real property, eight foreign-flag RORO vessels and a 70% interest in an operating company engaged in the shipping trade between the United States, the Bahamas and the Caribbean for $33.5 million, which included cash consideration of $30.3 million and the contribution of a $3.2 million note receivable. The acquired company had $1.6 million in cash at the time of acquisition.

• The Company obtained a 100% controlling interest in Soylutions LLC through its acquisition of its partner’s interest for $11.9 million in cash. The acquired company had $0.2 million in cash at the time of acquisition.

During 2010, net cash provided by investing activities was $19.2 million primarily as follows:

• Capital expenditures were $250.6 million. Equipment deliveries included one offshore support vessel, 113 inland river dry cargo barges, 17 inland river liquid tank barges, six helicopters and one tractor tug.

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• Proceeds from the disposition of property and equipment were $361.7 million, including $217.3 million in proceeds upon entering into sale-leaseback transactions. The Company sold eight offshore support vessels, two helicopters, one ocean liquid tank barge, 60 inland river dry cargo barges, two tankers and other equipment. In addition, the Company received insurance proceeds related to the nationalization of one of its offshore support vessels and the total constructive loss of another offshore support vessel under construction.

• The Company made investments in, and advances to, 50% or less owned companies of $58.6 million.

• The Company received returns of investments and advances from 50% or less owned companies of $15.1 million.

• The Company released $21.4 million of restricted cash and $7.0 million of Title XI reserve funds into general purpose funds primarily due to the redemption of all of the outstanding Title XI Bonds on two of the Company’s double-hull product tankers (as noted below).

• Construction reserve fund account transactions included withdrawals of $56.7 million and deposits of $97.8 million.

• The Company made net investments in leases of $15.0 million.

During 2009, net cash used in investing activities was $101.7 million primarily as follows:

• Capital expenditures were $180.0 million. Equipment deliveries included three offshore support vessels, three inland river towboats, eight helicopters and three ocean liquid tank barges.

• Proceeds from the dispositions of property and equipment were $103.7 million, including $17.7 million received upon the Company entering into sale leaseback transactions. The Company sold 19 offshore support vessels, five inland river dry cargo barges, three inland river towboats, two helicopters, four harbor tugs and other equipment. In addition, two helicopters were scrapped and two helicopters were declared a total loss.

• The Company made net investments in, and advances to, 50% or less owned companies of $27.5 million.

• Construction reserve fund account transactions included withdrawals of $70.0 million and deposits of $55.3 million.

Financing Activities

During 2011, net cash provided by financing activities was $221.0 million. The Company:

• purchased $2.2 million, in principal amount, of its 5.875% Senior Notes due 2012 for an aggregate purchase price of $2.3 million;

• borrowed $298.9 million under the Company’s revolving credit facilities, net of issue costs, and issued other debt of $2.9 million;

• repaid $22.8 million for the redemption of facility financing;

• made scheduled payments on long-term debt and capital lease obligations of $14.5 million;

• had net borrowings on inventory financing arrangements of $20.2 million;

• received $11.9 million for share award plans; and

• acquired for treasury 843,400 shares of Common Stock for an aggregate purchase price of $71.3 million.

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During 2010, net cash used in financing activities was $506.5 million. The Company:

• paid a $15.00 per share dividend on Common Stock of $319.7 million;

• redeemed all of the outstanding bonds on two of its double hull product tankers, in principal amount of $61.9 million, for an aggregate purchase price of $63.0 million including a make-whole premium;

• purchased $2.4 million, in principal amount, of its 5.875% Senior Notes due 2012 for an aggregate purchase price of $2.5 million;

• purchased $16.5 million, in principal amount, of its 7.375% Senior Notes due 2019 for an aggregate purchase price of $17.3 million;

• made scheduled payments on long-term debt and capital lease obligations of $10.5 million;

• issued other secured debt in an aggregate principal amount of $38.7 million;

• incurred net borrowings on inventory financing arrangements of $21.6 million;

• received $26.2 million from share award programs; and

• acquired for treasury 1,811,700 shares of Common Stock for an aggregate purchase price of $137.1 million.

During 2009, net cash used in financing activities was $6.3 million. The Company:

• redeemed $18.4 million, in principal amount, of its 5.875% Senior Notes due 2012 for an aggregate purchase price of $18.4 million;

• redeemed $37.0 million, in principal amount, of its 7.2% Senior Notes due 2009 for an aggregate purchase price of $37.4 million;

• redeemed $20.2 million, in principal amount, of its 9.5% Senior Notes due 2013 for an aggregate purchase price of $20.1 million;

• redeemed $81.7 million of the remaining principal balance outstanding of its 9.5% Senior Notes due 2013 for $84.3 million;

• retired at maturity $32.8 million, in principal amount, of its 7.2% Senior Notes;

• purchased $3.8 million, in principal amount, of its 2.875% Convertible Debentures due 2024 for $3.7 million;

• redeemed the remaining balance of its 2.875% Convertible Debentures due 2024 for $32.9 million;

• repaid $33.5 million under the Company’s revolving credit facility and $29.2 million of other secured debt;

• made scheduled payments on long-term debt and capital lease obligations of $19.9 million;

• incurred net borrowings on inventory financing arrangements of $2.2 million;

• issued $250.0 million in aggregate principal amount of its 7.375% Senior Notes due 2019 for proceeds of $245.9 million;

• borrowed $58.5 million under its revolving credit facility and issued other secured debt in an aggregate principal amount of $45.2 million for proceeds of $44.9 million;

• acquired for treasury 572,700 shares of Common Stock for an aggregate purchase price of $43.3 million; and

• acquired for treasury 33,876 shares of Common Stock for $2.6 million from Mr. Fabrikant as payment for payroll related tax obligations arising from his December 2009 exercise of 52,500 stock options that were due to expire in February 2010. These shares were purchased in accordance with the terms of the Company’s Share Incentive Plans and not pursuant to the repurchase authorizations granted by SEACOR’s Board of Directors.

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Short and Long-Term Liquidity Requirements

Current economic conditions have continued to disrupt the credit and capital markets. To date, the Company’s liquidity has not been materially impacted by the current credit environment and management does not expect that it will be materially impacted in the near-future. The Company anticipates it will continue to generate positive cash flows from operations and that these cash flows will be adequate to meet the Company’s working capital requirements. In support of the Company’s capital expenditure program or other liquidity requirements, the Company may use cash balances; sell securities; utilize construction reserve funds; sell assets; enter into sale and leaseback transactions for equipment; borrow under its revolving credit facilities; issue debt, shares of Common Stock or common stock of its subsidiaries, preferred stock; or a combination thereof.

The Company’s long-term liquidity is dependent upon its ability to generate operating profits sufficient to meet its requirements for working capital, capital expenditures and a reasonable return on shareholders’ investment. The Company believes that earning such operating profits will permit it to maintain its access to favorably priced debt, equity or off-balance sheet financing arrangements. Management will continue to closely monitor the Company’s liquidity and the credit and capital markets.

Off-Balance Sheet Arrangements

On occasion, the Company and its partners will guarantee certain obligations on behalf of their joint ventures. As of December 31, 2011, the Company had the following guarantees in place:

• The Company is a guarantor of 50% of the outstanding debt for one of its domestic offshore marine joint ventures. The amount guaranteed by the Company declines as principal payments are made and will terminate when the debt is repaid. The debt matures in 2015. As of December 31, 2011, the amount of the Company’s guarantee was $12.8 million.

• The Company is a party to two international offshore marine joint ventures that obtained bank debt to finance the acquisition of offshore support vessels from the Company. The debt is secured by, among other things, a first preferred mortgage on the vessels. The bank also has the authority to require the parties to the joint ventures to fund uncalled capital commitments, as defined in the joint ventures’ partnership agreements. In such event, the Company would be required to contribute its allocable share of uncalled capital, which was $2.5 million, in the aggregate, as of December 31, 2011. The Company manages these vessels on behalf of the joint ventures and guarantees the outstanding charter receivables of one of the joint ventures if a customer defaults in payment and the Company either fails to take enforcement action against the defaulting customer or fails to assign its right of recovery against the defaulting customer. As of December 31, 2011, the Company’s contingent guarantee of the joint venture’s outstanding charter receivables was $0.9 million.

• The Company guaranteed up to $0.5 million with respect to amounts owing pursuant to a vessel charter agreement between one of the Company’s domestic offshore marine joint ventures and the owner of the chartered vessel. The amount of the Company’s guarantee declines over the life of the charter and terminates in 2012.

• The Company is guarantor of 50% of the outstanding debt for a joint venture that owns two offshore high speed catamaran crew boats. The amount of the guarantees decline as principal payments are made and will terminate when the debt is repaid. The debt matures in 2015. As of December 31, 2011, the amount of the Company’s guarantee was $9.8 million.

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Contractual Obligations and Commercial Commitments

The following table summarizes the Company’s contractual obligations and other commercial commitments and their aggregate maturities as of December 31, 2011 (in thousands):

	Payments Due By Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		After 5 Years
	$ ’000		$ ’000		$ ’000		$ ’000		$ ’000
Contractual Obligations:
Long-term Debt and Capital Lease Obligations(1)		1,307,125		91,300		456,661		373,933		385,231
Capital Purchase Obligations(2)		312,535		199,329		105,367		7,839		—
Operating Leases(3)		309,093		44,564		78,388		58,685		127,456
Purchase Obligations(4)		302,219		301,595		624		—		—
Other(5)		5,838		3,762		1,265		516		295
		2,236,810		640,550		642,305		440,973		512,982
Other Commercial Commitments:
Joint Venture Guarantees(6)		26,540		4,465		13,400		8,675		—
Letters of Credit		62,046		37,396		24,650		—		—
		88,586		41,861		38,050		8,675		—
		2,325,396		682,411		680,355		449,648		512,982

(1) Maturities of the Company’s borrowings and interest payments pursuant to such borrowings are based on contractual terms with the exception of the Company’s revolving credit facilities. The Company has entered into interest rate swap agreements related to certain borrowings under the SEACOR Revolving Credit Facility whereby it has converted its variable rate borrowings into fixed rate borrowings. For purposes of this table, the Company has assumed the fixed rates of interest in calculating its obligations. Additionally, the Company has excluded $176.5 million, in principal amount, of its 5.875% Senior Notes due in 2012 from “Less than 1 Year” as the Company has the ability and current intent to repay the outstanding balance by drawing on the SEACOR Revolving Credit Facility, which matures in 2013.

(2) Capital purchase obligations represent commitments for the purchase of property and equipment. Of the total unfunded capital commitments, $43.6 million may be terminated without further liability other than the payment of liquidated damages of $1.4 million. These commitments are not recorded as liabilities on the Company’s consolidated balance sheet as of December 31, 2011 as the Company has not yet received the goods or taken title to the property.

(3) Operating leases primarily include leases of vessels, helicopters, barges, tankers and other property that have a remaining term in excess of one year.

(4) Purchase obligations primarily include future commodity purchase commitments for Commodity Trading and Logistics as of December 31, 2011. These commitments are for goods and services to be acquired in the ordinary course of business and are fulfilled by the Company’s vendors within a short period of time.

(5) Other primarily includes deferred compensation arrangements, refundable deposits and statutorily defined severance obligations.

(6) See “Off-Balance Sheet Arrangements” above.

Effects of Inflation

The Company’s operations expose it to the effects of inflation. In the event that inflation becomes a significant factor in the world economy, inflationary pressures could result in increased operating and financing costs.

Contingencies

On August 19, 2011, the Company granted two fixed price purchase options to an unrelated third party to acquire up to 25% of the outstanding common stock of O’Brien’s Response Management Inc., a component of

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the Environmental Services business segment. The first option to acquire a 12.5% interest may be exercised beginning August 19, 2012 through August 19, 2014. If the first option is exercised, the second option to acquire an additional 12.5% may be exercised beginning August 19, 2013 through August 19, 2015.

On June 12, 2009, a purported civil class action was filed against the Company, Era Group Inc., Era Helicopters LLC and three other defendants (collectively, the “Defendants”) in the U.S. District Court for the District of Delaware, Superior Offshore International, Inc. v. Bristow Group Inc., et al., No. 09-CV-438 (D. Del.). The Complaint alleges that the Defendants violated federal antitrust law by conspiring with each other to raise, fix, maintain or stabilize prices for offshore helicopter services in the U.S. Gulf of Mexico during the period January 2001 to December 2005. The purported class of plaintiffs includes all direct purchasers of such services and the relief sought includes compensatory damages and treble damages. The Company believes that the claims set forth in the Complaint are without merit and intends to vigorously defend the action. On September 4, 2009, the Defendants filed a motion to dismiss the Complaint. On September 14, 2010, the Court entered an order dismissing the Complaint. On September 28, 2010, the plaintiffs filed a motion for reconsideration and amendment and a motion for re-argument (the “Motions”). On November 30, 2010, the Court granted the Motions, amended the Court’s September 14, 2010 Order to clarify that the dismissal was without prejudice, permitted the filing of an Amended Complaint, and authorized limited discovery with respect to the new allegations in the Amended Complaint. Following the completion of such limited discovery, on February 11, 2011, the Defendants filed a motion for summary judgment to dismiss the Amended Complaint with prejudice. On June 23, 2011, the Court granted summary judgment for the Defendants. On July 22, 2011, the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Third Circuit. On August 9, 2011, Defendants moved for certain excessive costs, expenses, and attorneys’ fees under 28 U.S.C. § 1927. That motion is fully briefed and a decision is pending. On October 11, 2011, the plaintiffs filed their opening appeal brief with the U.S. Court of Appeals for the Third Circuit. That motion is fully briefed and oral argument is calendared for March 20, 2012. The Company is unable to estimate the potential exposure, if any, resulting from these claims but believes they are without merit and will continue to vigorously defend the action.

On July 14, 2010, a group of individuals and entities purporting to represent a class commenced a civil action in the U.S. District Court for the Eastern District of Louisiana, Terry G. Robin, et al. v. Seacor Marine, L.L.C., et al., No. 2:10-cv-01986 (E.D. La.) (the “Robin Case”), in which they assert that support vessels, including vessels owned by the Company, responding to the explosion and resulting fire that occurred aboard the semi-submersible drilling rig, the Deepwater Horizon, were negligent in their efforts to save lives and put out the fire and contributed to the sinking of the Deepwater Horizon and subsequent oil spill. The action now is part of the overall multi-district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179 (“MDL”). The complaint seeks compensatory, punitive, exemplary, and other damages. In response to this lawsuit, the Company filed petitions seeking exoneration from, or limitation of liability in relation to, any actions that may have been taken by vessels owned by the Company to extinguish the fire. Pursuant to the Limitation of Liability Act, those petitions imposed an automatic stay on the Robin Case, and the court set a deadline of April 20, 2011 for individual claimants to assert claims in the limitation cases. Approximately 66 claims were submitted by the deadline in all of the limitation actions. On June 8, 2011, the Company moved to dismiss these claims (with the exception of one claim filed by a Company employee) on various legal grounds. On October 12, 2011, the Court granted the Company’s motion to dismiss in its entirety, dismissing with prejudice all claims that had been filed against the Company in the limitation actions (with the exception of one claim filed by a Company employee that was not subject to the motion to dismiss). The Court entered final judgments in favor of the Company in the Robin case and each of the limitation actions on November 21, 2011. On December 12, 2011, the claimants appealed each of those judgments to the Unites States Court of Appeals for the Fifth Circuit. A briefing schedule for the appeals has not yet been established. The Company is unable to estimate the potential exposure, if any, resulting from this matter but believes it is without merit and will continue to vigorously defend the action.

On July 20, 2010, two individuals purporting to represent a class commenced a civil action in the Civil District Court for the Parish of Orleans in the State of Louisiana, John Wunstell, Jr. and Kelly Blanchard v. BP, et al., No. 2010-7437 (Division K) (the “Wunstell Action”), in which they assert, among other theories, that

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Mr. Wunstell suffered injuries as a result of his exposure to certain noxious fumes and chemicals in connection with the provision of remediation, containment and response services by O’Brien’s Response Management Inc. (“O’Brien’s), a subsidiary of SEACOR. The action now is part of the overall MDL. The complaint also seeks to establish a “class-wide court-supervised medical monitoring program” for all individuals “participating in BP’s Deepwater Horizon Vessels of Opportunity Program and/or Horizon Response Program” who allegedly experience injuries similar to Mr. Wunstell. The Company believes this lawsuit has no merit and will seek its dismissal. Pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend O’Brien’s in connection with the Wunstell Action and claims asserted in the MDL.

On December 15, 2010, SEACOR subsidiaries O’Brien’s and National Response Corporation (“NRC”) were named as defendants in one of the several consolidated “master complaints” that have been filed in the overall MDL. The master complaint naming O’Brien’s and NRC asserts various claims on behalf of a putative class against multiple defendants concerning the clean-up activities generally, and the use of dispersants specifically. By court order, the Wunstell Action has been stayed as a result of the filing of the referenced master complaint. The Company believes that the claims asserted against its subsidiaries in the master complaint have no merit and on February 28, 2011, O’Brien’s and NRC moved to dismiss all claims against them in the master complaint on legal grounds. On September 30, 2011, the Court granted in part and denied in part the motion to dismiss that O’Brien’s and NRC had filed (an amended decision was issued on October 4, 2011 that corrected several grammatical errors and non-substantive oversights in the original order). Although the Court refused to dismiss the referenced master complaint in its entirety at that time, the Court did recognize the validity of the “derivative immunity” and “implied preemption” arguments that O’Brien’s and NRC advanced and has directed O’Brien’s and NRC to (i) conduct limited discovery to develop evidence to support those arguments and (ii) then re-assert the arguments. A schedule for such limited discovery and future motion practice has been established by the Court and currently contemplates that O’Brien’s and NRC will file motions re-asserting their derivative immunity and implied preemption arguments on May 18, 2012. The Court did, however, dismiss all state-law claims and certain other claims that had been asserted in the referenced master complaint, and dismissed the claims of all plaintiffs that have failed to allege a legally-sufficient injury. Finally, the Court stated that the plaintiffs could file an amended master complaint and the plaintiffs have indicated that they intend to do so. In addition to the indemnity provided to O’Brien’s, pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend O’Brien’s and NRC in connection with these claims in the MDL.

Subsequent to the filing of the referenced master complaint, four additional individual civil actions have been filed in the U.S. District Court for the Eastern District of Louisiana concerning the clean-up activities generally, which name the Company, O’Brien’s and/or NRC as defendants and are part of the overall MDL. On April 8, 2011, O’Brien’s was named as a defendant in Johnson Bros. Corporation of Louisiana v. BP, PLC, et al., No. 2:11-cv-00781 (E.D. La.), which is a suit by an individual business seeking damages allegedly caused by a delay on a construction project alleged to have resulted from the clean-up operations. On April 15, 2011, O’Brien’s and NRC were named as defendants in James and Krista Pearson v. BP Exploration & Production, Inc., et al., No. 2:11-cv-00863 (E.D. La.), which is a suit by a husband and wife, who allegedly participated in the clean-up effort and are seeking damages for personal injury, property damage to their boat, and amounts allegedly due under contract. On April 15, 2011, O’Brien’s and NRC were named as defendants in Thomas Edward Black v. BP Exploration & Production, Inc., et al., No. 2:11-cv-00867 (E.D. La.), which is a suit by an individual who is seeking damages for lost income because he allegedly could not find work in the fishing industry after the oil spill. On April 20, 2011, a complaint was filed in Darnell Alexander, et al. v. BP, PLC, et al., No. 2:11-cv-00951 (E.D. La.) on behalf of 117 individual plaintiffs that seek to adopt the allegations made in the referenced master complaint against O’Brien’s and NRC (and the other defendants). By court order, all four of these additional individual cases have been stayed as a result of the filing of the referenced master complaint. The Company is unable to estimate the potential exposure, if any, resulting from this matter but believes it is without merit and does not expect this matter will have a material effect on the Company’s consolidated financial position or its results of operations.

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On February 18, 2011, Triton Asset Leasing GmbH, Transocean Holdings LLC, Transocean Offshore Deepwater Drilling Inc., and Transocean Deepwater Inc. (collectively “Transocean”) named O’Brien’s and NRC as third-party defendants in a Rule 14(c) Third-Party Complaint in Transocean’s own Limitation of Liability Act action, which is part of the overall MDL, tendering to O’Brien’s and NRC the claims in the referenced master complaint that have already been asserted against O’Brien’s and NRC. Transocean, Cameron International Corporation, Halliburton Energy Services, Inc., M-I L.L.C., Weatherford U.S., L.P., and Weatherford International, Inc. have also filed cross-claims against O’Brien’s and NRC for contribution and tort indemnity should they be found liable for any damages in Transocean’s Limitation of Liability Act action and O’Brien’s and NRC have asserted counterclaims against those same parties for identical relief. As provided above, the Company is unable to estimate the potential exposure, if any, resulting from these actions but believes they are without merit and does not expect this matter will have a material effect on the Company’s consolidated financial position or its results of operations.

In the normal course of its business, the Company becomes involved in various other litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its financial statements related thereto where appropriate. It is possible that a change in the Company’s estimates of that exposure could occur, but the Company does not expect such changes in estimated costs would have a material effect on the Company’s consolidated financial position or its results of operations.

During the year ended December 31, 2010, the Company received notice from the IRS of $12.6 million in proposed penalties regarding Marine Transportation Services’ informational excise tax filings for prior years. In February 2012, the Company settled the matter with the IRS with no material effect on the Company’s consolidated financial position or its results of operations.

During the year ended December 31, 2011, the Company received a Notice of Infringement (the “Notice”) from the Brazilian Federal Revenue Office. The Notice alleged the Company had imported a number of vessels into Brazil without properly completing the required importation documents and levied an assessment of $25.7 million. The Company intends to vigorously defend its position that the proposed assessment is erroneous and believes the resolution of this matter will not have a material effect on the Company’s consolidated financial position or its results of operations. Of the levied assessment, $19.3 million relates to managed vessels whose owner would be responsible to reimburse any potential payment.

Related Party Transactions

The Company manages barge pools as part of its Inland River Services segment. Pursuant to the pooling agreements, operating revenues and expenses of participating barges are combined and the net results are allocated on a pro-rata basis based on the number of barge days contributed by each participant. Mr. Charles Fabrikant, the Executive Chairman of SEACOR, companies controlled by Mr. Fabrikant, and trusts for the benefit of Mr. Fabrikant’s two children, own barges that participate in the barge pools managed by the Company. Mr. Fabrikant and his affiliates were participants in the barge pools prior to the acquisition of SCF Marine Inc. by SEACOR in 2000. In the years ended December 31, 2011, 2010 and 2009, Mr. Fabrikant and his affiliates earned $1.2 million, $1.1 million and $1.0 million, respectively, of net barge pool results (after payment of $0.1 million, $0.1 million and $0.1 million, respectively, in management fees to the Company). As of December 31, 2011 and 2010, the Company owed Mr. Fabrikant and his affiliates $0.4 million and $0.5 million, respectively, for undistributed net barge pool results. Mr. Fabrikant and his affiliates participate in the barge pools on the same terms and conditions as other pool participants who are unrelated to the Company.

Mr. Fabrikant is also a director of Diamond Offshore Drilling, Inc. (“Diamond”), which is also a customer of the Company. The total amount earned from business conducted with Diamond did not exceed $5.0 million in any of the years ended December 31, 2011, 2010 or 2009.

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Critical Accounting Policies and Estimates

General. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include those related to deferred revenues, allowance for doubtful accounts, useful lives of property and equipment, impairments, income tax provisions and certain accrued liabilities. Actual results could differ from those estimates and those differences may be material.

Revenue Recognition. The Company recognizes revenue when it is realized or realizable and earned. Revenue is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured. Revenue that does not meet this criteria is deferred until the criteria are met.

The Company’s Offshore Marine Services segment earns and recognizes revenues primarily from the time charter and bareboat charter of vessels to customers based upon daily rates of hire. Under a time charter, Offshore Marine Services provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, Offshore Marine Services provides the vessel to the customer and the customer assumes responsibility for all operating expenses and risk of operation. Vessel charters may range from several days to several years. Revenues from time charters and bareboat charters are recorded and recognized as services are provided. In the U.S. Gulf of Mexico, time charter durations and rates are typically established in the context of master service agreements, which govern the terms and conditions of charter.

The Company’s Aviation Services segment charters the majority of its helicopters through master service agreements, subscription agreements, day-to-day charter arrangements and contract-leases. Master service agreements and subscription agreements require incremental payments above a fixed monthly fee based on hours flown. These agreements have fixed terms ranging from one month to five years and generally may be cancelled upon 30-days notice. Day-to-day charter arrangements call for either a combination of a daily fixed fee plus a charge based on hours flown or an hourly rate. Services provided under contract-leases can include only the equipment, or can include the equipment, logistical and maintenance support, insurance and personnel, or a combination thereof. Fixed monthly fee revenues are recognized ratably over the contract term. Usage or hourly based revenues are recognized as hours are flown. Aviation Services’ air medical services are provided under contracts with hospitals that typically include either a fixed monthly and hourly rate structure or a fee per completed flight. Fixed monthly revenues are recognized ratably over the month while per hour or per flight based revenues are recognized as hours are flown or flights are completed. Most contracts with hospitals are longer term, but offer either party the ability to terminate with less than six months notice. Aviation Services operates some air medical contracts pursuant to which it collects a fee per flight, either from a hospital or insurance company. With respect to flightseeing activities, Aviation Services allocates block space to cruise lines and sells seats directly to customers with revenues recognized as the services are performed. Aviation Services’ fixed based operation sells fuel an ad hoc basis and those sales are recognized at the time of fuel delivery. Training revenues are charged at a set rate per training course and include instructors, training materials and flight or flight simulator time, as applicable. Training revenues are recognized as services are provided.

The Company’s Inland River Services segment earns revenues primarily from voyage affreightment contracts whereby customers are charged an established rate per ton to transport cargo from point to point. Revenues from voyage affreightment contracts are generally recognized over the progress of the voyage while the related costs are expensed as incurred. Certain of Inland River Services’ barges are operated in barge pools with other barges owned by third parties from whom Inland River Services earns and recognizes a management fee as the services are rendered. Pursuant to the pooling agreements, operating revenues and expenses of participating barges are combined and the net results are allocated on a pro-rata basis based on the number of barge days contributed by each participant. In addition, revenues are earned from equipment chartered to third parties and from the storage and demurrage of cargos associated with affreightment activities. In both of these

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cases, revenues are recognized as services are rendered. Inland River Services’ tank farm and handling facility earns revenues through rental and throughput charges. Rental revenues are recognized ratably over the rental period while throughput charges are recognized as product volume moves through the facility.

The Company’s Marine Transportation Services segment earns revenue from the time charter, bareboat charter and voyage charter of vessels, contracts of affreightment and ship management agreements with vessel owners. Under a time charter, Marine Transportation Services provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, Marine Transportation Services provides the vessel to a customer and the customer assumes responsibility for all operating expenses and risk of operation. Revenues from time charters and bareboat charters are recognized as services are provided. Voyage contracts are contracts to carry cargos on a single voyage basis regardless of time to complete. Contracts of affreightment are contracts for cargos that are committed on a multi-voyage basis for various periods of time with minimum and maximum cargo tonnages specified over the period at a fixed or escalating rate per ton. Revenues for voyage contracts and contracts of affreightment are recognized over the progress of the voyage while the related costs are expensed as incurred. Ship management agreements typically provide for technical services over a specified period of time, typically a year or more. Revenues from ship management agreements are recognized ratably over the service period.

The Company’s Environmental Services segment earns revenues primarily from emergency response, retainer, consulting and training, project management and remediation services. Emergency response revenues are recognized as services are provided and are dependent on the magnitude and number of individual responses. Retainer agreements with vessel owners generally range from one to three years while retainer agreements with facility owners can be as long as ten years. Such retainer fees are generally recognized ratably over the term of the contract. Consulting and training services fees are recognized as the services are provided based on the contract terms. Project management and remediation services are provided on a time and material basis with revenues recognized as the services are provided or on a fixed fee basis with revenues and expenses recognized upon completion of the contract.

The Company’s Commodity Trading and Logistics segment earns revenues from the sale of rice, sugar and renewable fuels (primarily ethanol), the rental of tank storage, and through voyage affreightment contracts on leased-in liquid tank barges and towboats. Revenues from rice, sugar and renewable fuel sales are recorded when title transfers to the buyer, typically when cash is received. Revenues from the rental of tank storage are recognized ratably over the lease periods. Revenues from voyage affreightment contracts are generally recognized over the progress of the voyage while the related costs are expensed as incurred.

Trade Receivables. Customers of Offshore Marine Services, Aviation Services and Marine Transportation Services are primarily major and independent oil and gas exploration and production companies. Customers of Inland River Services are primarily major agricultural and industrial companies based within the United States. Oil spill, emergency response and remediation services are provided by Environmental Services to domestic and international shippers, major oil companies, independent exploration and production companies, pipeline and transportation companies, power generating operators, industrial companies, airports and state and local government agencies. Customers of Commodity Trading and Logistics include major agricultural and industrial companies, major and independent oil and gas production companies, foreign governments and local distributors. All customers are granted credit on a short-term basis and related credit risks are considered minimal. The Company routinely reviews its trade receivables and makes provisions for probable doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted.

Derivative Instruments. The Company accounts for derivatives through the use of a fair value concept whereby all of the Company’s derivative positions are stated at fair value in the accompanying consolidated balance sheets. Realized and unrealized gains and losses on derivatives not designated as hedges are reported in the accompanying consolidated statements of income as derivative gains (losses), net. Realized and unrealized

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gains and losses on derivatives designated as fair value hedges are recognized as corresponding increases or decreases in the fair value of the underlying hedged item to the extent they are effective, with any ineffective portion reported in the accompanying consolidated statements of income as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as cash flow hedges are reported as a component of other comprehensive income in the accompanying consolidated statement of changes in equity to the extent they are effective and reclassified into earnings on the same line item associated with the hedged transaction and in the same period the hedged transaction affects earnings. Any ineffective portions of cash flow hedges are reported in the accompanying consolidated statements of income as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as cash flow hedges that are entered into by the Company’s equity method investees are also reported as a component of the Company’s other comprehensive income (loss) in proportion to the Company’s ownership percentage in the investee, with reclassifications and ineffective portions being included in equity in earnings of 50% or less owned companies, net of tax, in the accompanying consolidated statements of income.

Inventories. Inventories are stated at the lower of cost (using the first-in, first-out and average cost methods) or market. Inventories consist primarily of fuel and fuel oil in the Company’s Offshore Marine Services, Marine Transportation Services and Inland River Services segments, spare parts and fuel in the Company’s Aviation Services segment, and ethanol in the Company’s Commodity Trading and Logistics segment. The Company records write-downs, as needed, to adjust the carrying amount of inventories to the lower of cost or market.

Property and Equipment. Equipment, stated at cost, is depreciated using the straight line method over the estimated useful life of the asset to an estimated salvage value. With respect to each class of asset, the estimated useful life is typically based upon a newly built asset being placed into service and represents the point at which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older assets that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life, typically the next survey or certification date.

As of December 31, 2011, the estimated useful life (in years) of each of the Company’s major classes of new equipment was as follows:

Offshore support vessels	20
Helicopters(1)	15
Inland river dry cargo and deck barges	20
Inland river liquid tank barges	25
Inland river towboats	25
U.S.-flag tankers	25
RORO vessels	20
Harbor and offshore tugs	25
Ocean liquid tank barges	25

(1) Effective July 1, 2011, the Company changed its estimated useful life and salvage value for helicopters from 12 to 15 years and 30% to 40%, respectively, due to improvements in new aircraft models that continue to increase their long-term value and make them viable for operation over a longer period of time. For the six months ended December 31, 2011, the change in estimate increased operating income by $7.6 million, net income by $4.9 million and basic and diluted earnings per share by $0.23.

Equipment maintenance and repair costs and the costs of routine overhauls, drydockings and inspections performed on vessels and equipment are charged to operating expense as incurred. Expenditures that extend the useful life or improve the commercial characteristics of equipment as well as major renewals and improvements to other properties are capitalized.

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Aviation Services engages a number of third-party vendors to maintain the engines and certain components on some of its helicopter models under programs known as “power-by-hour” maintenance contracts. These programs require the Company to pay for maintenance service ratably over the contract period, typically based on actual flight hours. Power-by-hour providers generally bill monthly based on hours flown in the prior month, the costs being expensed as incurred. In the event the Company places a helicopter in a program after a maintenance period has begun, it may be necessary to pay an initial buy-in charge based on hours flown since the previous maintenance event. The buy-in charge is normally recorded as a pre-paid expense and amortized as an operating expense over the remaining power-by-hour contract period. If a helicopter is sold or otherwise removed from a program before the scheduled maintenance work is carried out, the Company may be able to recover part of its payments to the power-by-hour provider, in which case the Company records a reduction to operating expenses when it receives the refund.

Impairment of Long-Lived Assets. The Company performs an impairment analysis of long-lived assets used in operations, including intangible assets, when indicators of impairment are present. If the carrying values of the assets are not recoverable, as determined by the estimated undiscounted cash flows, the carrying values of the assets are reduced to fair value. Generally, fair value is determined using valuation techniques, such as expected discounted cash flows or appraisals, as appropriate.

Impairment of 50% or Less Owned Companies. The Company performs regular reviews of each investee’s financial condition, the business outlook for its products and services, and its present and projected results and cash flows. When an investee has experienced consistent declines in financial performance or difficulties in raising capital to continue operations, and when the Company expects the decline to be other-than-temporary, the investment is written down to fair value. Actual results may vary from estimates due to the uncertainty regarding the projected financial performance of investees, the severity and expected duration of declines in value, and the available liquidity in the capital markets to support the continuing operations of the investees in which the Company has investments.

Goodwill. Goodwill is recorded when the purchase price paid for an acquisition exceeds the fair value of net identified tangible and intangible assets acquired. The Company performs an annual impairment test of goodwill and further periodic tests to the extent indicators of impairment develop between annual impairment tests. The Company’s impairment review process compares the fair value of the reporting unit to its carrying value, including the goodwill related to the reporting unit. To determine the fair value of the reporting unit, the Company uses a discounted future cash flow approach that uses estimates for revenues, costs and appropriate discount rates, among others. These estimates are reviewed each time the Company tests goodwill for impairment and are typically developed as part of the Company’s routine business planning and forecasting process. While the Company believes its estimates and assumptions are reasonable, variations from those estimates could produce materially different results.

Business Combinations. The Company recognizes, with certain exceptions, 100 percent of the fair value of assets acquired, liabilities assumed, and non-controlling interests when the acquisition constitutes a change in control of the acquired entity. Shares issued in consideration for a business combination, contingent consideration arrangements and pre-acquisition loss and gain contingencies are all measured and recorded at their acquisition-date fair value. Subsequent changes to fair value of contingent consideration arrangements are generally reflected in earnings. Any in-process research and development assets acquired are capitalized as are certain acquisition-related restructuring costs if the criteria related to exit or disposal cost obligations are met as of the acquisition date. Acquisition-related transaction costs are expensed as incurred and any changes in an acquirer’s existing income tax valuation allowances and tax uncertainty accruals are recorded as an adjustment to income tax expense. The operating results of entities acquired are included in the accompanying consolidated statements of income from the date of acquisition.

Income Taxes. Deferred income tax assets and liabilities have been provided in recognition of the income tax effect attributable to the book and tax basis differences of assets and liabilities reported in the accompanying consolidated financial statements. Deferred tax assets or liabilities are provided using the enacted tax rates

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expected to apply to taxable income in the periods in which they are expected to be settled or realized. Interest and penalties relating to uncertain tax positions are recognized in interest expense and administrative and general, respectively, in the accompanying consolidated statements of income. The Company records a valuation allowance to reduce its deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Company has entered into and settled positions in euro based forward currency exchange contracts designated as fair value hedges for capital purchase commitments in U.S. dollars. As of December 31, 2011, there were no forward currency exchange contracts designated as fair value hedges as all of the contracts matured or were dedesignated and liquidated during the year ended December 31, 2011. As of December 31, 2011, the Company had capital purchase commitments of €72.6 million ($94.1 million). An adverse change of 10% in the underlying foreign currency exchange rates would increase the U.S. dollar equivalent of these non-hedged purchase commitments by $9.4 million.

The Company enters and settles forward currency exchange, option and future contracts with respect to various foreign currencies that are not designated as fair value hedges. As of December 31, 2011, the outstanding forward currency exchange contracts translated into a net purchase of foreign currencies with an aggregate U.S. dollar equivalent of $56.4 million. These contracts enable the Company to buy currencies in the future at fixed exchange rates, which could offset possible consequences of changes in foreign exchange rates with respect to the Company’s business conducted in Europe, Africa, Brazil, Mexico, Central and South America, the Middle East and Asia. The Company generally does not enter into contracts with forward settlement dates beyond twelve to eighteen months. An adverse change of 10% in the underlying foreign currency exchange rates would reduce income by $3.6 million, net of tax.

As of December 31, 2011, the Company maintained cash balances of €7.9 million. An adverse change of 10% in the underlying foreign currency exchange rate on euro denominated cash balances would reduce net income by $0.6 million, net of tax. Additionally, as of December 31, 2011, the Company advanced intercompany loans of £9.1 million ($14.0 million) to a United Kingdom subsidiary. A 10% weakening in the exchange rate of the U.S. dollar against the pound sterling as of December 31, 2011 would result in foreign currency losses of $0.9 million, net of tax.

The Company has foreign currency exchange risks related to its operations where its functional currency is the pound sterling, primarily related to vessel operations that are conducted from ports located in the United Kingdom. Net consolidated assets of £35.5 million ($54.8 million) are included in the Company’s consolidated balance sheets as of December 31, 2011. A 10% weakening in the exchange rate of the pound sterling against the U.S. dollar as of December 31, 2011, would increase other comprehensive loss by $3.6 million, net of tax, due to translation. In addition, the Company has long-term debt of €22.6 million (£18.9 million). A 10% weakening in the exchange rate of the Euro against the pound sterling as of December 31, 2011 would result in foreign currency losses of $1.9 million, net of tax. SEACOR also provided $13.9 million (£9.0 million) U.S. dollar denominated loans to a United Kingdom subsidiary. A 10% weakening in the exchange rate of the pound sterling against the U.S. dollar as of December 31, 2011 would result in foreign currency losses of $0.9 million, net of tax.

As of December 31, 2011, the Company held marketable securities with a fair value of $66.9 million, including $45.4 million in fixed income investments consisting of corporate debt securities, municipal bonds, and foreign government bonds, and $21.5 million in equity securities. As of December 31, 2010, the Company held marketable securities with a fair value of $147.4 million, including $94.7 million in fixed income investments consisting of corporate debt securities, municipal bonds, and foreign government bonds, and $52.7 million in equity securities. From time to time, the Company may increase its level of investment in fixed income securities including U.S. government bonds, foreign government bonds, state and municipal bonds, and corporate notes

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with maturities ranging from a few months to many years. The fair value of such investments fluctuates based on market interest rates and the creditworthiness of the issuers of the securities. When making substantial investments in fixed income securities, the Company manages its risk associated with these investments by analyzing the creditworthiness of issuers and utilizing other techniques that may include maintaining a ladder of maturities. The Company’s investment in equity securities primarily includes positions in energy, marine, transportation and other related businesses. As of December 31, 2011, a 10% decline in the value of the Company’s investments in marketable securities would reduce income by $4.3 million, net of tax.

The Company held positions in short sales of marketable equity securities with a fair value of $22.6 million and $36.1 million as of December 31, 2011 and 2010, respectively. The Company’s short sales of marketable equity securities primarily include positions in energy, marine, transportation and other related businesses. A 10% increase in the value of equity securities underlying the short sale positions of the Company as of December 31, 2011 would reduce income by $1.5 million, net of tax.

The Company held positions in publicly traded equity options that may convey to the Company a right or obligation to engage in a future transaction with respect to the underlying equity security. The Company’s investment in equity options primarily includes positions in energy, marine, transportation and other related businesses. These investments have short-term maturities and their market values fluctuate based on changes in the price and volatility of the underlying security, the strike price of the option and the time to expiration. As of December 31, 2010, the Company had a liability of $0.8 million having marked to market its positions in these publicly traded equity options.

The Company’s outstanding debt is primarily in fixed interest rate instruments. Although the fair value of these debt instruments will vary with changes in interest rates, the Company’s operations are not significantly affected by interest rate fluctuations. As of December 31, 2011, the Company had $175.0 million of variable rate borrowings, based on LIBOR, under the SEACOR Revolving Credit Facility. During the year ended December 31, 2011, the Company held various interest rate swap agreements, designated as cash flow hedges, to fix the interest rate on $125.0 million of these borrowings at an average rate of 3.1%. The remaining $50 million of variable rate borrowings not fixed by interest rate swaps were repaid in January 2012.

Era Group Inc., a subsidiary of the Company, had $252.0 million of variable rate borrowings, based on LIBOR under the Era Group Inc. Senior Secured Revolving Credit Facility established on December 22, 2011. The borrowing rate at December 31, 2011 was 3.2%. A 10% increase in LIBOR would result in additional annual interest expense of $0.1 million, net of tax.

As of December 31, 2011, the Company had other variable rate debt instruments (due 2012 through 2018) totaling $62.3 million that call for the Company to pay interest based on LIBOR or Euribor plus applicable margins. The interest rates reset either monthly or quarterly. One instrument is subject to a floor of 4.5%. As of December 31, 2011, the average interest rate on these borrowings was 4.08%.

As of December 31, 2011 the Company had interest rate swap agreements, other than those designated as cash flow hedges mentioned above, with an amortized notional value of $64.0 million. These agreements call for the Company to pay a fixed interest rate ranging from 1.79% to 2.59% and receive interest payments based on LIBOR. As of December 31, 2011, the Company had a liability of $2.1 million having marked to market its positions in these interest rate swap agreements.

The Company enters and settles positions in various exchange and non-exchange traded commodity swap, option and future contracts. In the Company’s commodity trading and logistics business, fixed price future purchase and sale contracts of ethanol and sugar are included in the Company’s non-exchange traded derivative positions. The Company enters into exchange traded positions to protect these purchase and sales contracts as well as its inventory balances from market changes. As of December 31, 2011, the net market exposure to ethanol and sugar under these positions was not material. The Company also enters into exchange traded

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positions (primarily natural gas, crude oil, gasoline, ethanol and sugar) to provide value to the Company should there be a sustained decline in the price of commodities that could lead to a reduction in the market values and cash flows of the Company’s offshore marine and inland river businesses. As of December 31, 2011, these positions were not material. As of December 31, 2011, the fair value of these exchange and non-exchange commodity contracts was an asset of $1.6 million, net.

The Company enters and settles various positions in U.S. treasury notes and bonds through rate locks, futures or options on futures tied to U.S. treasury notes. The general purpose of these transactions is to provide value to the Company should the price of U.S. treasury notes and bonds decline, leading to generally higher interest rates, which might lead to higher interest costs for the Company. As of December 31, 2011, there were no positions outstanding.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and related notes are included in Part IV of this Form 10-K and incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

With the participation of the Company’s principal executive officer and principal financial officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2011. Based on their evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2011.

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Set forth in Part IV of this Annual Report and incorporated herein by reference are: Management’s Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required to be disclosed pursuant to this Item 10 is incorporated in its entirety herein by reference to the Company’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14A within 120 days after the end of the Company’s last fiscal year.

NYSE Annual Certification. The Chief Executive Officer of the Company has previously submitted to the NYSE the annual certification required by Section 303A.12(a) of the NYSE Listed Company Manual, and there were no qualifications to such certification. SEACOR Holdings Inc. has filed the certifications of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 with the SEC as exhibits to this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

The information required to be disclosed pursuant to this Item 11 is incorporated in its entirety herein by reference to the “Compensation Disclosure and Analysis” and “Information Relating to the Board of Directors and Committees Thereof” portions of the Company’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14A within 120 days after the end of the Company’s last fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required to be disclosed pursuant to this Item 12 is incorporated in its entirety herein by reference to the Security Ownership of Certain Beneficial Owners and Management portion of the Company’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14A within 120 days after the end of the Company’s last fiscal year.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required to be disclosed pursuant to this Item 13 is incorporated in its entirety herein by reference to the Certain Relationships and Related Transactions portion of the Company’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14A within 120 days after the end of the Company’s last fiscal year.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required to be disclosed pursuant to this Item 14 is incorporated in its entirety herein by reference to the Ratification or Appointment of Independent Auditors portion of the Company’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14A within 120 days after the end of the Company’s last fiscal year.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

1. and 2. Financial Statements and Financial Statement Schedules – See Index to Consolidated Financial Statements and Financial Statement Schedule of this Form 10-K

3. Exhibits

Exhibit Number	Description
3.1*	Restated Certificate of Incorporation of SEACOR Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 (a) of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997 and filed with the Commission on May 15, 1997).
3.2*	Certificate of Amendment to the Restated Certificate of Incorporation of SEACOR Holdings, Inc. (incorporated herein by reference to Exhibit 3.1(b) of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997 and filed with the Commission on May 15, 1997).
3.3*	Certificate of Amendment to the Restated Certificate of Incorporation of SEACOR Holdings Inc. (incorporated herein by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (No. 333-126613) filed with the Commission on July 15, 2005).
3.4*	Fourth Amended and Restated Bylaws of SEACOR Holdings Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2010).
4.1*	Form of Indenture, dated as of January 10, 2001, among SEACOR SMIT Inc. and U.S. Bank Trust National Association as trustee (incorporated herein by reference to Exhibit 4.2 to Amendment No. 1 of the Company’s Registration Statement on Form S-3/A (No. 333-53326) filed with the Commission on January 18, 2001).
4.2*	Form of Indenture, dated as of January 10, 2001, among SEACOR SMIT Inc. and U.S. Bank Trust National Association as trustee (incorporated herein by reference to Exhibit 4.3 to Amendment No. 1 of the Company’s Registration Statement on Form S-3/A (No. 333-53326) filed with the Commission on January 18, 2001).
4.3*	First Supplemental Indenture, dated as of September 27, 2002, to Indenture, dated as of January 10, 2001, between SEACOR SMIT Inc. and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with Commission on October 1, 2002).
4.4*	Indenture, dated as of August 5, 2003, among Seabulk International, Inc., the Guarantors named therein, and Wachovia Bank, National Association, as Trustee (including forms of notes) (incorporated herein by reference to Exhibit 4.7 of Seabulk International, Inc.’s Registration Statement on Form S-4 (No. 333-110138) filed with the Commission on October 31, 2003).
4.5*	Supplemental Indenture, dated September 24, 2009, between SEACOR Holdings Inc. and U.S. Bank National Association, as trustee (including therein Form of Global Note 7.375% Senior Notes Due 2019) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with Commission on September 24, 2009).
10.1*+	SEACOR Holdings Inc. 1996 Share Incentive Plan (incorporated herein by reference to Annex A of the Company’s Proxy Statement on DEF 14-A filed with the Commission on March 18, 1996).

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Exhibit Number	Description
10.2*+	SEACOR SMIT Inc. 2000 Stock Option Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2000 and filed with the Commission on August 14, 2000).
10.3*	Form of Management Agreement (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the Commission on December 24, 1996).
10.4*	License Agreement, dated December 19, 1996, between SEACOR Holdings Inc., certain subsidiaries of SEACOR Holdings Inc. and Smit Intenationale N.V. (incorporated herein by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the Commission on December 24, 1996).
10.5*+	Form of Type A Restricted Stock Grant Agreement (incorporated herein by reference to Exhibit 10.35 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed with the Commission on March 30, 2000).
10.6*+	Form of Type B Restricted Stock Grant Agreement (incorporated herein by reference to Exhibit 10.36 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed with the Commission on March 30, 2000).
10.7*+	Form of Option Agreement for Officers and Key Employees Pursuant to the SEACOR SMIT Inc. 1996 Share Incentive Plan (incorporated herein by reference to Exhibit 10.37 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed with the Commission on March 30, 2000).
10.8*+	SEACOR SMIT Inc. 2003 Non-Employee Director Share Incentive Plan (incorporated herein by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the Commission on March 15, 2004).
10.9*+	SEACOR SMIT Inc. 2003 Share Incentive Plan (incorporated herein by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the Commission on March 15, 2004).
10.10*+	Form of Option Agreement for Officers and Key Employees Pursuant to the SEACOR Holdings Inc. 2003 Share Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on November 24, 2004).
10.11*+	Form of Restricted Stock Grant Agreement under the Company’s 2003 Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on November 24, 2004).
10.12*	Form of Warrant Exchange Agreement (incorporated herein by reference to Exhibit 10.32 of the Company’s Registration Statement (No. 333-124232) on Form S-4/A filed with the Commission on May 25, 2005).
10.13*+	SEACOR Nonqualified Deferred Compensation Plan, dated as of October 15, 2005 (incorporated herein by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the Commission on October 28, 2005).
10.14*	Revolving Credit Facility Agreement, dated November 3, 2006, between SEACOR Holdings Inc. as Borrower, and DNB Nor, ASA, as Agent (incorporated herein by reference to Exhibit 10.1 of SEACOR’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006 filed with the Commission on November 7, 2006).
10.15*+	SEACOR SMIT Inc. 2000 Employee Stock Purchase Plan, as amended February 14, 2001 (incorporated herein by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (No. 333-56714) filed with the Commission on March 8, 2001).

104

Exhibit Number	Description
10.16*+	SEACOR Holdings Inc. 2007 Share Incentive Plan (incorporated herein by reference to Annex A of the Company’s Proxy Statement on DEF 14-A filed with the Commission on April 13, 2007).
10.17*	Amendment No. 1 to Revolving Credit Facility Agreement dated as of November 3, 2006 (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on July 10, 2007).
10.18*+	Form of Non-Employee Director Annual Share Incentive Grant Agreement (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on May 8, 2008).
10.19*+	Form of Stock Option Grant Agreement for Officers and Key Employees Pursuant to the SEACOR Holdings Inc. 2007 Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on May 8, 2008).
10.20*+	Form of Restricted Stock Grant Agreement (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Commission on May 8, 2008).
10.21*+	SEACOR Holdings Inc. 2009 Employee Stock Purchase Plan effective March 11, 2009 (incorporated herein by reference to Appendix A of the Company’s Proxy Statement on DEF 14-A filed with the Commission on April 7, 2009).
10.22*+	SEACOR Holdings Inc. 2007 Share Incentive Plan (as amended through March 11, 2009) (incorporated herein by reference to Appendix B of the Company’s Proxy Statement on DEF 14-A filed with the Commission on April 7, 2009).
10.23*+	SEACOR Holdings Inc. Management Incentive Plan (incorporated herein by reference to Appendix C of the Company’s Proxy Statement on DEF 14-A filed with the Commission on April 7, 2009).
10.24*+	Form of Restricted Stock Grant Agreement Pursuant to the SEACOR Holdings Inc. Amended 2007 Share Incentive Plan (incorporated herein by reference to Exhibit 10.31 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the Commission on February 25, 2011).
10.25	Senior Secured Revolving Credit Facility Agreement by and among (1) Era Group Inc., (2) Wells Fargo Securities, LLC, JP Morgan Chase Bank, N.A., Deutsche Bank Securities Inc., Suntrust Robinson Humphrey, Inc. and Regions Bank, as mandated lead arrangers, (3) Wells Fargo Securities, LLC, JP Morgan Chase Bank, N.A., Deutsche Bank Securities Inc., Suntrust Robinson Humphrey, Inc. and Regions Bank, as bookrunners, (4) Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, (5) JP Morgan Chase Bank, N.A., as syndication agent, (6) Deutsche Bank Securities Inc., Suntrust Bank and Regions Bank, as co-documentation agents, (7) Compass Bank, Whitney Bank, Goldman Sachs Bank USA, Comerica Bank and The Northern Trust Company, as managing agents, (8) Wells Fargo, as swing line bank, and (9) banks and financial institutions whose names and addresses are set out in Schedule A to the agreement.
10.26+	Compensation Arrangements for the Executive Officers.
10.27+	Compensation of Non-Employee Directors.
21.1	List of Registrant’s Subsidiaries.
23.1	Consent of Independent Registered Public Accounting Firm.
31.1	Certification by the Principal Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
31.2	Certification by the Principal Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
32.1	Certification by the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Exhibit Number	Description
32.2	Certification by the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL instance Document
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase
101.DEF**	XBRL Taxonomy Extension Definition Linkbase
101.LAB**	XBRL Taxonomy Extension Label Linkbase
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase

* Incorporated herein by reference as indicated.

+ Management contracts or compensatory plans or arrangements required to be filed as an Exhibit pursuant to Item 15 (b) of the rules governing the preparation of this Annual Report on Form 10-K.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

106

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K for the fiscal year ended December 31, 2011, to be signed on its behalf by the undersigned, and in the capacities indicated, thereunto duly authorized.

SEACOR Holdings Inc. (Registrant)
By:	/S/ RICHARD RYAN
	Richard Ryan, Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Date: February 24, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signer	Title	Date
/S/ RICHARD RYAN Richard Ryan	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	February 24, 2012
/S/ MATTHEW CENAC Matthew Cenac	Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 24, 2012
/S/ CHARLES FABRIKANT Charles Fabrikant	Executive Chairman and Director (Principal Executive Officer)	February 24, 2012
/S/ OIVIND LORENTZEN Oivind Lorentzen	President, Chief Executive Officer and Director	February 24, 2012
/S/ PIERRE DE DEMANDOLX Pierre De Demandolx	Director	February 24, 2012
/S/ RICHARD M. FAIRBANKS Richard M. Fairbanks	Director	February 24, 2012
/S/ BLAINE V. FOGG Blaine V. Fogg	Director	February 24, 2012
/S/ JOHN C. HADJIPATERAS John C. Hadjipateras	Director	February 24, 2012
/S/ ANDREW R. MORSE Andrew R. Morse	Director	February 24, 2012
/S/ CHRISTOPHER REGAN Christopher Regan	Director	February 24, 2012
/S/ STEVEN WEBSTER Steven Webster	Director	February 24, 2012
/S/ STEVEN J. WISCH Steven J. Wisch	Director	February 24, 2012

107

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND

FINANCIAL STATEMENT SCHEDULE

	Page
Management’s Report on Internal Control Over Financial Reporting		110
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting		111
Report of Independent Registered Public Accounting Firm		112
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2011 and 2010		113
Consolidated Statements of Income for the years ended December 31, 2011, 2010 and 2009		114
Consolidated Statements of Comprehensive Income for the years ended December 31, 2011, 2010 and 2009		115
Consolidated Statements of Changes in Equity for the years ended December 31, 2011, 2010 and 2009		116
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009		117
Notes to Consolidated Financial Statements		118
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts for the years ended December  31, 2011, 2010 and 2009		168

Except for the Financial Statement Schedule set forth above, all other required schedules have been omitted since the information is either included in the consolidated financial statements, not applicable or not required.

108

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

SEACOR Holdings Inc.’s (“SEACOR”) management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934).

Management conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2011 based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included a review of the documentation surrounding SEACOR’s financial controls, an evaluation of the design effectiveness of these controls, testing of the operating effectiveness of these controls and a conclusion on this evaluation. Although there are inherent limitations in the effectiveness of any system of internal control over financial reporting – including the possibility of the circumvention or overriding of controls – based on management’s evaluation, management has concluded that SEACOR’s internal control over financial reporting was effective as of December 31, 2011. However, because of changes in conditions, it is important to note that internal control system effectiveness may vary over time.

SEACOR’s internal control over financial reporting as of December 31, 2011 has been audited by Ernst & Young LLP, the independent registered public accounting firm that has also audited SEACOR’s consolidated financial statements included in this Annual Report on Form 10-K. Ernst & Young LLP’s report on SEACOR’s internal control over financial reporting is included elsewhere herein.

109

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Stockholders and Board of Directors of SEACOR Holdings Inc.

We have audited SEACOR Holdings Inc.’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). SEACOR Holdings Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, SEACOR Holdings Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of SEACOR Holdings Inc. as of December 31, 2011 and 2010, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2011 of SEACOR Holdings Inc. and our report dated February 24, 2012 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Certified Public Accountants

Miami, Florida

February 24, 2012

110

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Stockholders and Board of Directors of SEACOR Holdings Inc.

We have audited the accompanying consolidated balance sheets of SEACOR Holdings Inc. (the Company) as of December 31, 2011 and 2010, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2011. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of SEACOR Holdings Inc. at December 31, 2011 and 2010, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), SEACOR Holdings Inc.’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2012 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Certified Public Accountants

Miami, Florida

February 24, 2012

111

SEACOR HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	December 31,
	2011			2010
ASSETS
Current Assets:
Cash and cash equivalents	$	467,601		$	370,028
Restricted cash		21,281			12,651
Marketable securities		66,898			147,409
Receivables:
Trade, net of allowance for doubtful accounts of $3,652 and $4,212 in 2011 and 2010, respectively		334,863			450,912
Other		54,293			72,448
Inventories		72,660			67,498
Deferred income taxes		11,498			5,442
Prepaid expenses and other		11,453			18,414
Total current assets		1,040,547			1,144,802
Property and Equipment		3,105,295			2,803,754
Accumulated depreciation		(919,223	)		(835,032	)
Net property and equipment		2,186,072			1,968,722
Investments, at Equity, and Advances to 50% or Less Owned Companies		251,838			182,387
Construction Reserve Funds & Title XI Reserve Funds		259,974			323,885
Goodwill		65,067			61,779
Intangible Assets, Net		21,826			21,169
Other Assets, net of allowance for doubtful accounts of $1,830 in 2010		102,810			57,645
	$	3,928,134		$	3,760,389
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt	$	41,091		$	14,618
Current portion of capital lease obligations		2,368			1,030
Accounts payable and accrued expenses		202,528			322,785
Accrued wages and benefits		37,310			38,842
Accrued interest		7,974			7,625
Accrued income taxes		14,567			15,498
Short sales of marketable securities		22,612			36,076
Accrued capital, repair and maintenance expenditures		7,985			7,462
Deferred revenues		10,022			29,322
Other current liabilities		55,069			62,255
Total current liabilities		401,526			535,513
Long-Term Debt		995,450			697,427
Capital Lease Obligations		3,068			5,493
Deferred Income Taxes		575,303			567,880
Deferred Gains and Other Liabilities		144,724			156,711
Total liabilities		2,120,071			1,963,024
Equity:
SEACOR Holdings Inc. stockholders’ equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued nor outstanding		—			—
Common stock, $.01 par value, 60,000,000 shares authorized; 36,444,439 and 36,110,719 shares issued in 2011 and 2010, respectively		364			361
Additional paid-in capital		1,256,209			1,225,296
Retained earnings		1,512,679			1,471,623
Shares held in treasury of 15,511,323 and 14,711,211 in 2011 and 2010, respectively, at cost		(971,687	)		(903,004	)
Accumulated other comprehensive loss, net of tax		(7,958	)		(7,039	)
		1,789,607			1,787,237
Noncontrolling interests in subsidiaries		18,456			10,128
Total equity		1,808,063			1,797,365
	$	3,928,134		$	3,760,389

The accompanying notes are an integral part of these consolidated financial statements and should be read in conjunction herewith.

112

SEACOR HOLDINGS INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share data)

	For the years ended December 31,
	2011			2010			2009
Operating Revenues	$	2,141,942		$	2,649,368		$	1,711,338
Costs and Expenses:
Operating		1,708,187			1,930,227			1,185,096
Administrative and general		187,547			192,518			161,998
Depreciation and amortization		156,824			163,490			160,092
		2,052,558			2,286,235			1,507,186
Gains on Asset Dispositions and Impairments, Net		33,950			45,238			27,675
Operating Income		123,334			408,371			231,827
Other Income (Expense):
Interest income		13,756			8,882			4,466
Interest expense		(41,245	)		(43,950	)		(59,043	)
Debt extinguishment losses, net		(99	)		(1,460	)		(5,587	)
Marketable security gains (losses), net		(7,893	)		(2,159	)		24,059
Derivative gains (losses), net		(36,135	)		6,205			10,961
Foreign currency gains (losses), net		816			(6,127	)		8,087
Other, net		860			3,717			244
		(69,940	)		(34,892	)		(16,813	)
Income Before Income Tax Expense (Benefit) and Equity in Earnings of 50% or Less Owned Companies		53,394			373,479			215,014
Income Tax Expense (Benefit):
Current		28,420			151,045			19,487
Deferred		(7,235	)		(10,371	)		63,005
		21,185			140,674			82,492
Income Before Equity in Earnings of 50% or Less Owned Companies		32,209			232,805			132,522
Equity in Earnings of 50% or Less Owned Companies, Net of Tax		9,941			13,179			12,581
Net Income		42,150			245,984			145,103
Net Income attributable to Noncontrolling Interests in Subsidiaries		1,094			1,260			1,293
Net Income attributable to SEACOR Holdings Inc.	$	41,056		$	244,724		$	143,810
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	1.94		$	11.43		$	7.21
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	1.91		$	11.25		$	6.57
Weighted Average Common Shares Outstanding:
Basic		21,119,461			21,402,441			19,950,702
Diluted		21,466,843			21,757,217			23,388,168
Special Cash Dividend Declared and Paid Per Common Share of SEACOR Holdings Inc.	$	—		$	15.00		$	—

The accompanying notes are an integral part of these consolidated financial statements and should be read in conjunction herewith.

113

SEACOR HOLDINGS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except share data)

	For the years ended December 31,
	2011			2010			2009
Net Income	$	42,150		$	245,984		$	145,103
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(1,089	)		(1,447	)		3,187
Reclassification of foreign currency translation adjustments to foreign currency gains (losses), net		342			4			(124	)
Derivative losses on cash flow hedges		(3,419	)		(7,589	)		(1,507	)
Reclassification of derivative losses on cash flow hedges to interest expense or equity in earnings of 50% or less owned companies		2,519			3,390			1,193
Other		116			(171	)		—
		(1,531	)		(5,813	)		2,749
Income tax (expense) benefit		494			2,034			(964	)
		(1,037	)		(3,779	)		1,785
Comprehensive Income		41,113			242,205			146,888
Comprehensive Income attributable to Noncontrolling Interests in Subsidiaries		976			1,260			1,293
Comprehensive Income attributable to SEACOR Holdings Inc.	$	40,137		$	240,945		$	145,595

The accompanying notes are an integral part of these consolidated financial statements and should be read in conjunction herewith.

114

SEACOR HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands)

	SEACOR Holdings Inc. Stockholders’ Equity
	Common Stock		Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Non - controlling Interests in Subsidiaries			Total Equity
Year Ended December 31, 2008	$	324	$	956,457		$	1,402,771		$	(724,357	)	$	(5,045	)	$	12,078		$	1,642,228
Issuance of common stock:
Conversion of debt		27		205,631			—			—			—			—			205,658
Purchase of conversion option in convertible debt		2		11,513			—			—			—			—			11,515
Employee Stock Purchase Plan		—		—			—			2,361			—			—			2,361
Exercise of stock options		1		4,064			—			—			—			—			4,065
Director stock awards		—		374			—			—			—			—			374
Restricted stock and restricted stock units		2		(776	)		—			(17	)		—			—			(791	)
Purchase of treasury shares		—		—			—			(45,854	)		—			—			(45,854	)
Purchase of conversion options in convertible debt, net of tax		—		(8,804	)		—			—			—			—			(8,804	)
Amortization of share awards		—		12,993			—			—			—			—			12,993
Cancellation of restricted stock		—		571			—			(571	)		—			—			—
Purchase of subsidiary shares from noncontrolling interests		—		—			—			—			—			(5,501	)		(5,501	)
Acquisition of a subsidiary with noncontrolling interests		—		—			—			—			—			3,043			3,043
Disposition of subsidiary with noncontrolling interests		—		—			—			—			—			(27	)		(27	)
Dividends paid to noncontrolling interests		—		—			—			—			—			(2,257	)		(2,257	)
Net Income		—		—			143,810			—			—			1,293			145,103
Other comprehensive income		—		—			—			—			1,785			—			1,785
Year Ended December 31, 2009		356		1,182,023			1,546,581			(768,438	)		(3,260	)		8,629			1,965,891
Issuance of common stock:
Employee Stock Purchase Plan		—		—			—			2,552			—			—			2,552
Exercise of stock options		3		21,561			—			—			—			—			21,564
Director stock awards		—		319			—			—			—			—			319
Restricted stock and restricted stock units		2		1,951			—			131			—			—			2,084
Special Cash Dividend		—		—			(319,682	)		—			—			—			(319,682	)
Purchase of treasury shares		—		—			—			(137,068	)		—			—			(137,068	)
Amortization of share awards		—		19,254			—			—			—			—			19,254
Cancellation of restricted stock		—		181			—			(181	)								—
Purchase of subsidiary shares from noncontrolling interests		—		7			—			—			—			(46	)		(39	)
Issuance of noncontrolling interests		—		—			—			—			—			1,410			1,410
Dividends paid to noncontrolling interests		—		—			—			—			—			(1,125	)		(1,125	)
Net Income		—		—			244,724			—			—			1,260			245,984
Other comprehensive loss		—		—			—			—			(3,779	)		—			(3,779	)
Year Ended December 31, 2010		361		1,225,296			1,471,623			(903,004	)		(7,039	)		10,128			1,797,365
Issuance of common stock:
Employee Stock Purchase Plan		—		—			—			2,971			—			—			2,971
Exercise of stock options		1		8,776			—			—			—			—			8,777
Director stock awards		—		363			—			—			—			—			363
Restricted stock and restricted stock units		2		123			—			1			—			—			126
Purchase of treasury shares		—		—			—			(71,290	)		—			—			(71,290	)
Amortization of share awards		—		21,589			—			—			—			—			21,589
Cancellation of restricted stock		—		365			—			(365	)		—			—			—
Purchase of subsidiary shares from noncontrolling interests		—		(303	)		—			—			—			(2,092	)		(2,395	)
Acquisition of a subsidiary with noncontrolling interests		—		—			—			—			—			10,284			10,284
Disposition of subsidiary with noncontrolling interests		—		—			—			—			—			(49	)		(49	)
Issuance of noncontrolling interests		—		—			—			—			—			1,853			1,853
Dividends paid to noncontrolling interests		—		—			—			—			—			(2,644	)		(2,644	)
Net Income		—		—			41,056			—			—			1,094			42,150
Other comprehensive loss		—		—			—			—			(919	)		(118	)		(1,037	)
Year Ended December 31, 2011	$	364	$	1,256,209		$	1,512,679		$	(971,687	)	$	(7,958	)	$	18,456		$	1,808,063

The accompanying notes are an integral part of these consolidated financial statements and should be read in conjunction herewith.

115

SEACOR HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the years ended December 31,
	2011			2010			2009
Cash Flows from Operating Activities:
Net income	$	42,150		$	245,984		$	145,103
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		156,824			163,490			160,092
Amortization of deferred gains on sale and leaseback transactions		(22,191	)		(17,819	)		(16,960	)
Debt discount amortization, net		828			768			7,448
Amortization of share awards		21,589			19,254			12,993
Director stock awards		359			303			380
Bad debt expense (income)		(186	)		1,330			1,717
Gains on asset dispositions and impairments, net		(33,950	)		(45,238	)		(27,675	)
Debt extinguishment losses, net		99			1,460			5,587
Marketable security (gains) losses, net		7,893			2,159			(24,059	)
Purchases of marketable securities		(117,145	)		(107,716	)		(35,523	)
Proceeds from sale of marketable securities		178,016			44,992			61,595
Derivative (gains) losses, net		36,135			(6,205	)		(10,961	)
Cash settlements on derivative transactions, net		(31,102	)		(10,681	)		3,786
Foreign currency (gains) losses, net		(816	)		6,127			(8,087	)
Deferred income tax expense (benefit)		(7,235	)		(10,371	)		63,005
Equity in earnings of 50% or less owned companies, net of tax		(9,941	)		(13,179	)		(12,581	)
Dividends received from 50% or less owned companies		9,582			17,912			15,920
Other, net		509			(280	)		1,068
Changes in operating assets and liabilities:
(Increase) decrease in receivables		108,758			(140,924	)		(50,742	)
(Increase) decrease in prepaid expenses and other assets		(66	)		14,835			(12,183	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(133,523	)		233,216			17,695
Net cash provided by operating activities		206,587			399,417			297,618
Cash Flows from Investing Activities:
Purchases of property and equipment		(332,312	)		(250,626	)		(180,024	)
Proceeds from disposition of property and equipment		101,836			361,670			103,739
Cash settlements on derivative transactions, net		6,109			(471	)		(771	)
Investments in and advances to 50% or less owned companies		(63,043	)		(58,612	)		(27,453	)
Return of investments and advances from 50% or less owned companies		22,312			15,122			2,790
Net advances on revolving credit line to 50% or less owned companies		(4,339	)		(9,067	)		—
Proceeds on sale of investments in 50% or less owned companies		—			—			136
(Advances) principal payments on third party notes receivable, net		(36,194	)		(5,342	)		3,009
Net (increase) decrease in restricted cash		(8,630	)		21,363			(13,227	)
Net (increase) decrease in construction reserve funds and title XI funds		63,911			(34,135	)		16,007
Repayments on (investments in) leases, net		8,982			(15,031	)		(1,667	)
Business acquisitions, net of cash acquired		(90,588	)		(5,643	)		(4,085	)
Cash disposed on sale of subsidiary, net of cash proceeds on sale		—			—			(154	)
Net cash provided by (used in) investing activities		(331,956	)		19,228			(101,700	)
Cash Flows from Financing Activities:
Payments on long-term debt and capital lease obligations		(39,588	)		(93,258	)		(312,215	)
Purchase of conversion option in convertible debt		—			—			(2,030	)
Net borrowings (repayments) under inventory financing arrangements		20,210			(21,647	)		2,200
Proceeds from issuance of long-term debt, net of offering costs		301,827			38,673			349,297
Special Cash Dividend		—			(319,682	)		—
Common stock acquired for treasury		(71,290	)		(137,068	)		(45,854	)
Proceeds and tax benefits from share award plans		11,888			26,225			5,742
Purchase of subsidiary shares from noncontrolling interests		(1,149	)		(39	)		(1,210	)
Cash received from (dividends paid to) noncontrolling interests, net		(915	)		285			(2,257	)
Net cash provided by (used in) financing activities		220,983			(506,511	)		(6,327	)
Effects of Exchange Rate Changes on Cash and Cash Equivalents		1,959			(8,010	)		871
Net Increase (Decrease) in Cash and Cash Equivalents		97,573			(95,876	)		190,462
Cash and Cash Equivalents, Beginning of Year		370,028			465,904			275,442
Cash and Cash Equivalents, End of Year	$	467,601		$	370,028		$	465,904

The accompanying notes are an integral part of these consolidated financial statements and should be read in conjunction herewith.

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SEACOR HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND ACCOUNTING POLICIES

Nature of Operations. SEACOR Holdings Inc. (“SEACOR”) and its subsidiaries (collectively referred to as the “Company”) are in the business of owning, operating, investing in and marketing equipment, primarily in the offshore oil and gas, industrial aviation and marine transportation industries. The Company operates a diversified fleet of offshore support vessels and helicopters servicing oil and gas exploration, development and production facilities worldwide, a fleet of U.S.-flag product tankers that transport petroleum, chemicals and crude products primarily in the U.S. domestic or “coastwise” trade and a fleet of roll-on/roll-off vessels in the shipping trade between the United States, the Bahamas and the Caribbean. In addition, the Company operates a fleet of inland river barges and towboats transporting grain, liquids and other bulk commodities on the U.S. Inland River Waterways. The Company’s environmental services segment primarily provides emergency preparedness and response services to oil, chemical, industrial and marine transportation clients, and government agencies in the United States and abroad. The Company’s commodity trading and logistics segment is an integrated business involved in the purchase, storage, transportation, processing and sale of agricultural and energy commodities.

Basis of Consolidation. The consolidated financial statements include the accounts of SEACOR and its majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.

Noncontrolling interests are included in the consolidated statement of financial position within equity separate from the Company’s equity. The Company reports consolidated net income inclusive of both the Company’s and the noncontrolling interests’ shares and, separately, the amounts of consolidated net income attributable to the Company and noncontrolling interests. If a subsidiary is deconsolidated upon a change in control, any retained noncontrolling equity investment in the former subsidiary is measured at fair value and a gain or loss is recognized in net income based on such fair value. If a noncontrolled subsidiary is consolidated upon a change in control, any previous noncontrolling equity investment in the subsidiary is measured at fair value and a gain or loss is recognized in equity in earnings based on such fair value.

The Company employs the equity method of accounting for investments in business ventures when it has the ability to exercise significant influence over the operating and financial policies of the ventures. Significant influence is generally deemed to exist if the Company has between 20% and 50% of the voting rights of an investee. The Company reports its investments in and advances to equity investees in the accompanying consolidated balance sheets as investments, at equity, and advances to 50% or less owned companies. The Company reports its share of earnings or losses of equity investees in the accompanying consolidated statements of income as equity in earnings of 50% or less owned companies, net of tax.

The Company employs the cost method of accounting for investments in other business ventures over which the Company does not have the ability to exercise significant influence. These investments in private companies are carried at cost and are adjusted only for capital distributions and other-than-temporary declines in fair value.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include those related to deferred revenues, allowance for doubtful accounts, useful lives of property and equipment, impairments, income tax provisions and certain accrued liabilities. Actual results could differ from those estimates and those differences may be material.

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Revenue Recognition. The Company recognizes revenue when it is realized or realizable and earned. Revenue is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured. Revenue that does not meet this criteria is deferred until the criteria are met. Deferred revenues for the years ended December 31 were as follows (in thousands):

	2011			2010			2009
Balance at beginning of year	$	29,322		$	15,015		$	3,314
Revenues deferred during the year		8,665			20,259			24,803
Revenues recognized during the year		(26,731	)		(5,902	)		(13,102	)
Write-off of previously deferred revenues		(1,234	)		(50	)		—
Balance at end of year	$	10,022		$	29,322		$	15,015

As of December 31, 2011, deferred revenues included $9.7 million relating to the time charter of several offshore support vessels operating in the U.S. Gulf of Mexico that are scheduled to be paid through the conveyance of a limited net profit interest in developmental oil-and-gas producing properties owned by a customer. Payments from the conveyance of the limited net profit interest and the timing of such payments are contingent upon production and energy sale prices. Based on the current production payout estimate, the deferred revenues are expected to be paid during 2012. The Company will continue to recognize revenues as cash is received or earlier should future payments become determinable and collectability is reasonably assured. All costs and expenses related to these charters were recognized as incurred.

The Company’s Offshore Marine Services segment earns and recognizes revenues primarily from the time charter and bareboat charter of vessels to customers based upon daily rates of hire. Under a time charter, Offshore Marine Services provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, Offshore Marine Services provides the vessel to the customer and the customer assumes responsibility for all operating expenses and risk of operation. Vessel charters may range from several days to several years. Revenues from time charters and bareboat charters are recorded and recognized as services are provided. In the U.S. Gulf of Mexico, time charter durations and rates are typically established in the context of master service agreements, which govern the terms and conditions of charter.

The Company’s Aviation Services segment charters the majority of its helicopters through master service agreements, subscription agreements, day-to-day charter arrangements and contract-leases. Master service agreements and subscription agreements require incremental payments above a fixed monthly fee based on hours flown. These agreements have fixed terms ranging from one month to five years and generally may be cancelled upon 30-days notice. Day-to-day charter arrangements call for either a combination of a daily fixed fee plus a charge based on hours flown or an hourly rate. Services provided under contract-leases can include only the equipment, or can include the equipment, logistical and maintenance support, insurance and personnel, or a combination thereof. Fixed monthly fee revenues are recognized ratably over the contract term. Usage or hourly based revenues are recognized as hours are flown. Aviation Services’ air medical services are provided under contracts with hospitals that typically include either a fixed monthly and hourly rate structure or a fee per completed flight. Fixed monthly revenues are recognized ratably over the month while per hour or per flight based revenues are recognized as hours are flown or flights are completed. Most contracts with hospitals are longer term, but offer either party the ability to terminate with less than six months notice. Aviation Services operates some air medical contracts pursuant to which it collects a fee per flight, either from a hospital or insurance company. With respect to flightseeing activities, Aviation Services allocates block space to cruise lines and sells seats directly to customers with revenues recognized as the services are performed. Aviation Services’ fixed based operation sells fuel on an ad hoc basis and those sales are recognized at the time of fuel delivery. Training revenues are charged at a set rate per training course and include instructors, training materials and flight or flight simulator time, as applicable. Training revenues are recognized as services are provided.

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The Company’s Inland River Services segment earns revenues primarily from voyage affreightment contracts whereby customers are charged an established rate per ton to transport cargo from point to point. Revenues from voyage affreightment contracts are generally recognized over the progress of the voyage while the related costs are expensed as incurred. Certain of Inland River Services’ barges are operated in barge pools with other barges owned by third parties from whom Inland River Services earns and recognizes a management fee as the services are rendered. Pursuant to the pooling agreements, operating revenues and expenses of participating barges are combined and the net results are allocated on a pro-rata basis based on the number of barge days contributed by each participant. In addition, revenues are earned from equipment chartered to third parties and from the storage and demurrage of cargos associated with affreightment activities. In both of these cases, revenues are recognized as services are rendered. Inland River Services’ tank farm and handling facility earns revenues through rental and throughput charges. Rental revenues are recognized ratably over the rental period while throughput charges are recognized as product volume moves through the facility.

The Company’s Marine Transportation Services segment earns revenue from the time charter, bareboat charter and voyage charter of vessels, contracts of affreightment and ship management agreements with vessel owners. Under a time charter, Marine Transportation Services provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, Marine Transportation Services provides the vessel to a customer and the customer assumes responsibility for all operating expenses and risk of operation. Revenues from time charters and bareboat charters are recognized as services are provided. Voyage contracts are contracts to carry cargos on a single voyage basis regardless of time to complete. Contracts of affreightment are contracts for cargos that are committed on a multi-voyage basis for various periods of time with minimum and maximum cargo tonnages specified over the period at a fixed or escalating rate per ton. Revenues for voyage contracts and contracts of affreightment are recognized over the progress of the voyage while the related costs are expensed as incurred. Ship management agreements typically provide for technical services over a specified period of time, typically a year or more. Revenues from ship management agreements are recognized ratably over the service period.

The Company’s Environmental Services segment earns revenues primarily from emergency response, retainer, consulting and training, project management and remediation services. Emergency response revenues are recognized as services are provided and are dependent on the magnitude and number of individual responses. Retainer agreements with vessel owners generally range from one to three years while retainer agreements with facility owners can be as long as ten years. Such retainer fees are generally recognized ratably over the term of the contract. Consulting and training services fees are recognized as the services are provided based on the contract terms. Project management and remediation services are provided on a time and material basis with revenues recognized as the services are provided or on a fixed fee basis with revenues and expenses recognized upon completion of the contract.

The Company’s Commodity Trading and Logistics segment earns revenues from the sale of rice, sugar and renewable fuels (primarily ethanol), the rental of tank storage, and through voyage affreightment contracts on leased-in liquid tank barges and towboats. Revenues from rice, sugar and renewable fuel sales are recorded when title transfers to the buyer, typically when cash is received. Revenues from the rental of tank storage are recognized ratably over the lease periods. Revenues from voyage affreightment contracts are generally recognized over the progress of the voyage while the related costs are expensed as incurred.

Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of U.S treasury securities, money market instruments, time deposits and overnight investments.

Restricted Cash. Restricted cash, consisting primarily of U.S. treasury securities, primarily relates to income generated from the operations of certain of Marine Transportation Services’ U.S.-flag double-hull product tankers (see Note 9).

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Marketable Securities. Marketable equity securities with readily determinable fair values and debt securities are reported in the accompanying consolidated balance sheets as marketable securities. These investments are stated at fair value with both realized and unrealized gains and losses reported in the accompanying consolidated statements of income as marketable security gains (losses), net. Short sales of marketable securities are stated at fair value in the accompanying consolidated balance sheets with both realized and unrealized gains and losses reported in the accompanying consolidated statements of income as marketable security gains (losses), net.

Trade Receivables. Customers of Offshore Marine Services, Aviation Services and Marine Transportation Services are primarily major and independent oil and gas exploration and production companies. Customers of Inland River Services are primarily major agricultural and industrial companies based within the United States. Oil spill, emergency response and remediation services are provided by Environmental Services to domestic and international shippers, major oil companies, independent exploration and production companies, pipeline and transportation companies, power generating operators, industrial companies, airports and state and local government agencies. Customers of Commodity Trading and Logistics include major agricultural and industrial companies, major and independent oil and gas production companies, foreign governments and local distributors. All customers are granted credit on a short-term basis and related credit risks are considered minimal. The Company routinely reviews its trade receivables and makes provisions for probable doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted.

Derivative Instruments. The Company accounts for derivatives through the use of a fair value concept whereby all of the Company’s derivative positions are stated at fair value in the accompanying consolidated balance sheets. Realized and unrealized gains and losses on derivatives not designated as hedges are reported in the accompanying consolidated statements of income as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as fair value hedges are recognized as corresponding increases or decreases in the fair value of the underlying hedged item to the extent they are effective, with any ineffective portion reported in the accompanying consolidated statements of income as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as cash flow hedges are reported as a component of other comprehensive income in the accompanying consolidated statement of comprehensive income to the extent they are effective and reclassified into earnings on the same line item associated with the hedged transaction and in the same period the hedged transaction affects earnings. Any ineffective portions of cash flow hedges are reported in the accompanying consolidated statements of income as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as cash flow hedges that are entered into by the Company’s equity method investees are also reported as a component of the Company’s other comprehensive income (loss) in proportion to the Company’s ownership percentage in the investee, with reclassifications and ineffective portions being included in equity in earnings of 50% or less owned companies, net of tax, in the accompanying consolidated statements of income.

Concentrations of Credit Risk. The Company is exposed to concentrations of credit risk associated with its cash and cash equivalents, restricted cash, marketable securities and derivative instruments. The Company minimizes its credit risk relating to these positions by monitoring the financial condition of the financial institutions and counterparties involved and by primarily conducting business with large, well-established financial institutions and diversifying its counterparties. The Company does not currently anticipate nonperformance by any of its significant counterparties. The Company is also exposed to concentrations of credit risk relating to its receivables due from customers in the industries described above. The Company does not generally require collateral or other security to support its outstanding receivables. The Company minimizes its credit risk relating to receivables by performing ongoing credit evaluations and, to date, credit losses have not been material.

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Inventories. Inventories are stated at the lower of cost (using the first-in, first-out and average cost methods) or market. Inventories consist primarily of fuel and fuel oil in the Company’s Offshore Marine Services, Marine Transportation Services and Inland River Services segments, spare parts and fuel in the Company’s Aviation Services segment, and ethanol in the Company’s Commodity Trading and Logistics segment. The Company records write-downs, as needed, to adjust the carrying amount of inventories to the lower of cost or market. During the years ended December 31, 2011, 2010, and 2009, the Company recorded market write-downs of $5.3 million, $5.8 million and $0.4 million related to Commodity Trading and Logistics’ ethanol and rice inventories.

Property and Equipment. Equipment, stated at cost, is depreciated using the straight line method over the estimated useful life of the asset to an estimated salvage value. With respect to each class of asset, the estimated useful life is typically based upon a newly built asset being placed into service and represents the point at which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older assets that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life, typically the next survey or certification date.

As of December 31, 2011, the estimated useful life (in years) of each of the Company’s major classes of new equipment was as follows:

Offshore support vessels	20
Helicopters(1)	15
Inland river dry cargo and deck barges	20
Inland river liquid tank barges	25
Inland river towboats	25
U.S.-flag tankers	25
Roll-On/Roll-Off (“RORO”) vessels	20
Harbor and offshore tugs	25
Ocean liquid tank barges	25

(1) Effective July 1, 2011, the Company changed its estimated useful life and salvage value for helicopters from 12 to 15 years and 30% to 40%, respectively, due to improvements in new aircraft models that continue to increase their long-term value and make them viable for operation over a longer period of time. For the six months ended December 31, 2011, the change in estimate increased operating income by $7.6 million, net income by $4.9 million and basic and diluted earnings per share by $0.23.

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The Company’s major classes of property and equipment as of December 31 were as follows (in thousands):

	Historical Cost(1)		Accumulated Depreciation			Net Book Value
2011
Offshore support vessels	$	921,150	$	(355,913	)	$	565,237
Helicopters		693,197		(153,984	)		539,213
Inland river barges and towboats		385,715		(94,064	)		291,651
U.S.-flag tankers		317,894		(135,407	)		182,487
RORO vessels		17,474		(1,208	)		16,266
Harbor and Offshore tugs and ocean liquid tank barges		171,597		(37,871	)		133,726
Other(2)		357,975		(140,776	)		217,199
Construction in progress		240,293		—			240,293
	$	3,105,295	$	(919,223	)	$	2,186,072
2010
Offshore support vessels	$	894,677	$	(337,696	)	$	556,981
Helicopters		645,807		(131,926	)		513,881
Inland river barges and towboats		355,912		(77,021	)		278,891
U.S.-flag tankers		347,011		(140,844	)		206,167
RORO vessels		—		—			—
Harbor and Offshore tugs and ocean liquid tank barges		174,761		(32,668	)		142,093
Other(2)		265,903		(114,877	)		151,026
Construction in progress		119,683		—			119,683
	$	2,803,754	$	(835,032	)	$	1,968,722

(1) Includes property and equipment acquired in business acquisitions and recorded at fair value as of the date of the acquisition.

(2) Includes oil spill equipment, land and buildings, aviation spares, leasehold improvements, fixed-wing aircraft, vehicles and other property and equipment.

Depreciation expense totaled $150.9 million, $158.3 million and $155.1 million in 2011, 2010 and 2009, respectively.

Equipment maintenance and repair costs and the costs of routine overhauls, drydockings and inspections performed on vessels and equipment are charged to operating expense as incurred. Expenditures that extend the useful life or improve the marketing and commercial characteristics of equipment as well as major renewals and improvements to other properties are capitalized.

Aviation Services engages a number of third-party vendors to maintain the engines and certain components on some of its helicopter models under programs known as “power-by-hour” maintenance contracts. These programs require the Company to pay for maintenance service ratably over the contract period, typically based on actual flight hours. Power-by-hour providers generally bill monthly based on hours flown in the prior month, the costs being expensed as incurred. In the event the Company places a helicopter in a program after a maintenance period has begun, it may be necessary to pay an initial buy-in charge based on hours flown since the previous maintenance event. The buy-in charge is normally recorded as a pre-paid expense and amortized as an operating expense over the remaining power-by-hour contract period. If a helicopter is sold or otherwise removed from a program before the scheduled maintenance work is carried out, the Company may be able to recover part of its payments to the power-by-hour provider, in which case the Company records a reduction to operating expenses when it receives the refund.

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Certain interest costs incurred during the construction of equipment are capitalized as part of the assets’ carrying values and are amortized over such assets’ estimated useful lives. Capitalized interest totaled $5.8 million, $3.6 million and $2.3 million in 2011, 2010 and 2009, respectively.

Intangible Assets. The Company’s intangible assets primarily arose from business acquisitions (see Note 4) and consist of non-compete agreements, trademarks and tradenames, customer relationships, software and technology, and acquired contractual rights. These intangible assets are amortized over their estimated useful lives ranging from two to ten years. During the years ended December 31, 2011, 2010 and 2009, the Company recognized amortization expense of $5.9 million, $5.2 million and $5.0 million, respectively.

The Company’s intangible assets by type were as follows (in thousands):

	Non-Compete Agreements			Trademark/ Tradenames			Customer Relationships			Software/ Technology			Acquired Contractual Rights		Total
	Gross Carrying Value
Year Ended December 31, 2009	$	1,002		$	5,805		$	34,107		$	600		$	4,772	$	46,286
Acquired intangible assets		617			70			500			590			1,064		2,841
Foreign currency translation		—			(1	)		(6	)		—			—		(7	)
Year Ended December 31, 2010		1,619			5,874			34,601			1,190			5,836		49,120
Acquired intangible assets		—			—			2,793			—			3,809		6,602
Foreign currency translation		—			—			2			—			—		2
Fully amortized intangible assets		(85	)		—			(50	)		(600	)		—		(735	)
Year ended December 31, 2011	$	1,534		$	5,874		$	37,346		$	590		$	9,645	$	54,989

	Accumulated Amortization
Year Ended December 31, 2009	$	(434	)	$	(2,281	)	$	(16,280	)	$	(390	)	$	(3,347	)	$	(22,732	)
Amortization expense		(313	)		(578	)		(3,559	)		(248	)		(521	)		(5,219	)
Year Ended December 31, 2010		(747	)		(2,859	)		(19,839	)		(638	)		(3,868	)		(27,951	)
Amortization expense		(570	)		(631	)		(3,446	)		(208	)		(1,092	)		(5,947	)
Fully amortized intangible assets		85			—			50			600			—			735
Year ended December 31, 2011	$	(1,232	)	$	(3,490	)	$	(23,235	)	$	(246	)	$	(4,960	)	$	(33,163	)
Weighted average remaining contractual life, in years		1.33			3.86			4.88			2.92			6.02			4.94

Future amortization expense of intangible assets for each of the years ended December 31 is as follows (in thousands):

2012	$	5,502
2013		4,910
2014		4,332
2015		3,028
2016		1,785
Years subsequent to 2016		2,269
	$	21,826

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Impairment of Long-Lived Assets. The Company performs an impairment analysis of long-lived assets used in operations, including intangible assets, when indicators of impairment are present. If the carrying values of the assets are not recoverable, as determined by the estimated undiscounted cash flows, the carrying values of the assets are reduced to fair value. Generally, fair value is determined using valuation techniques, such as expected discounted cash flows or appraisals, as appropriate. During the years ended 2011, 2010 and 2009, the Company recognized impairment charges of $0.1 million, $19.0 million and $2.3 million, respectively, related to long-lived assets held for use.

During the year ended December 31, 2010, the Seabulk America, a Marine Transportation Services’ U.S.-flag product tanker, had been scheduled to undergo a regulatory drydocking, a requirement for continued operation. Given the prevailing market conditions, the Company deferred the drydocking, laid-up the vessel and recognized an impairment charge of $18.7 million reducing the vessel’s carrying value to its fair value of $5.0 million. During the year ended December 31, 2011, the Company sold the Seabulk America and recognized a gain on the sale of $1.1 million. The Seabulk America had no operating revenues for the year ended December 31, 2011 and contributed operating revenues of $5.2 million and $12.4 million for the years ended December 31, 2010 and 2009, respectively.

Impairment of 50% or Less Owned Companies. The Company performs regular reviews of each investee’s financial condition, the business outlook for its products and services, and its present and projected results and cash flows. When an investee has experienced consistent declines in financial performance or difficulties in raising capital to continue operations, and when the Company expects the decline to be other-than-temporary, the investment is written down to fair value. Actual results may vary from estimates due to the uncertainty regarding the projected financial performance of investees, the severity and expected duration of declines in value, and the available liquidity in the capital markets to support the continuing operations of the investees in which the Company has investments. During the year ended December 31, 2009, the Company recognized impairment charges of $1.1 million related to 50% or less owned companies. The Company did not recognize any impairment charges in 2011 or 2010.

Goodwill. Goodwill is recorded when the purchase price paid for an acquisition exceeds the fair value of net identified tangible and intangible assets acquired. The Company performs an annual impairment test of goodwill and further periodic tests to the extent indicators of impairment develop between annual impairment tests. The Company’s impairment review process compares the fair value of the reporting unit to its carrying value, including the goodwill related to the reporting unit. To determine the fair value of the reporting unit, the Company uses a discounted future cash flow approach that uses estimates for revenues, costs and appropriate discount rates, among other things. These estimates are reviewed each time the Company tests goodwill for impairment and are typically developed as part of the Company’s routine business planning and forecasting process. While the Company believes its estimates and assumptions are reasonable, variations from those estimates could produce materially different results. The Company did not recognize any goodwill impairments in 2011, 2010 or 2009.

Business Combinations. The Company recognizes, with certain exceptions, 100 percent of the fair value of assets acquired, liabilities assumed, and non-controlling interests when the acquisition constitutes a change in control of the acquired entity. Shares issued in consideration for a business combination, contingent consideration arrangements and pre-acquisition loss and gain contingencies are all measured and recorded at their acquisition-date fair value. Subsequent changes to fair value of contingent consideration arrangements are generally reflected in earnings. Any in-process research and development assets acquired are capitalized as are certain acquisition-related restructuring costs if the criteria related to exit or disposal cost obligations are met as of the acquisition date. Acquisition-related transaction costs are expensed as incurred and any changes in an acquirer’s existing income tax valuation allowances and tax uncertainty accruals are recorded as an adjustment to income tax expense. The operating results of entities acquired are included in the accompanying consolidated statements of income from the date of acquisition (see Note 4).

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Deferred Financing Costs. Deferred financing costs incurred in connection with the issuance of debt are amortized over the life of the related debt using the effective interest rate method for term loans and straight line method for revolving credit facilities. Amortization expense for deferred financing costs totaled $0.5 million, $0.5 million and $1.0 million in 2011, 2010 and 2009, respectively, and is included in interest expense in the accompanying consolidated statements of income.

Self-insurance Liabilities. The Company maintains hull, liability and war risk, general liability, workers compensation and other insurance customary in the industries in which it operates. Most of the insurance is obtained through SEACOR sponsored programs, with premiums charged to participating businesses based on insured asset values. Both the marine hull and liability policies have significant annual aggregate deductibles. Marine hull annual aggregate deductibles are accrued as claims are incurred by participating businesses and proportionately shared among the participating businesses. Marine liability annual aggregate deductibles are accrued based on historical loss experience and actual claims incurred. The Company also maintains self-insured health benefit plans for its participating employees. Exposure to the health benefit plans are limited by maintaining stop-loss and aggregate liability coverage. To the extent that estimated self-insurance losses, including the accrual of annual aggregate deductibles, differ from actual losses realized, the Company’s insurance reserves could differ significantly and may result in either higher or lower insurance expense in future periods.

Income Taxes. Deferred income tax assets and liabilities have been provided in recognition of the income tax effect attributable to the book and tax basis differences of assets and liabilities reported in the accompanying consolidated financial statements. Deferred tax assets or liabilities are provided using the enacted tax rates expected to apply to taxable income in the periods in which they are expected to be settled or realized. Interest and penalties relating to uncertain tax positions are recognized in interest expense and administrative and general, respectively, in the accompanying consolidated statements of income. The Company records a valuation allowance to reduce its deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred Gains – Equipment Sale-Leaseback Transactions and Financed Equipment Sales. From time to time, the Company enters into equipment sale-leaseback transactions with finance companies or provides seller financing on sales of its equipment to third parties or to noncontrolled 50% or less owned companies. A portion of the gains realized from these transactions is not immediately recognized in income and has been recorded in the accompanying consolidated balance sheets in deferred gains and other liabilities. In sale-leaseback transactions (see Note 4), gains are deferred to the extent of the present value of future minimum lease payments and are amortized as reductions to rental expense over the applicable lease terms. In financed equipment sales (see Note 4), gains are deferred to the extent that the repayment of purchase notes is dependent on the future operations of the sold equipment and are amortized based on cash received from the buyers. Deferred gain activity related to these transactions for the years ended December 31 was as follows (in thousands):

	2011			2010			2009
Balance at beginning of year	$	113,871		$	58,008		$	61,613
Deferred gains arising from equipment sales		14,319			76,914			17,471
Amortization of deferred gains included in operating expenses as reduction to rental expense		(22,191	)		(17,819	)		(16,960	)
Amortization of deferred gains included in gains on asset dispositions and impairments, net		(2,947	)		(3,232	)		(3,487	)
Reductions of deferred gains on repurchased equipment and other		(10	)		—			(629	)
Balance at end of year	$	103,042		$	113,871		$	58,008

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Deferred Gains – Equipment Sales to the Company’s 50% or Less Owned Companies. A portion of the gains realized from non-financed sales of the Company’s vessels, helicopters and barges to its 50% or less owned companies is not immediately recognized in income and has been recorded in the accompanying consolidated balance sheets in deferred gains and other liabilities. Effective January 1, 2009, the Company adopted new accounting rules established by the FASB relating to the sale of its equipment to its noncontrolled 50% or less owned companies. For transactions occurring subsequent to the adoption of the new accounting rules, gains are deferred only to the extent of the Company’s uncalled capital commitments and amortized as those commitments lapse or funded amounts are returned by the noncontrolled 50% or less owned companies. For transactions occurring prior to the adoption of the new accounting rules, gains were deferred and are being amortized based on the Company’s ownership interest, the Company’s uncalled capital commitments, cash received and the applicable equipments’ depreciable lives. Deferred gain activity related to these transactions for the years ended December 31 was as follows (in thousands):

	2011			2010			2009
Balance at beginning of year	$	17,965		$	35,223		$	37,591
Deferred gains arising from equipment sales		—			1,000			—
Amortization of deferred gains included in gains on asset dispositions and impairments, net		(1,437	)		(6,063	)		(2,368	)
Deferred gains recognized on the Seaspraie Acquisition (see Note 4) and included in gains on asset dispositions and impairments, net		—			(12,195	)		—
Balance at end of year	$	16,528		$	17,965		$	35,223

Stock Based Compensation. Stock based compensation is amortized to compensation expense on a straight line basis over the requisite service period of the grants using the Black-Scholes valuation model. The Company will reconsider its use of this model if additional information becomes available in the future that indicates another model would be more appropriate, or if grants issued in future periods have characteristics that cannot be reasonably estimated using this model. The Company does not estimate forfeitures in its expense calculations as forfeiture history has been minor. The Company presents the excess tax benefits from the exercise of stock options as a financing cash flow in the accompanying consolidated statements of cash flows.

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Accumulated Other Comprehensive Loss. The components of accumulated other comprehensive income (loss) were as follows (in thousands):

	SEACOR Holdings Inc. Stockholders												Noncontrolling Interests
	Foreign Currency Translation Adjustments			Derivative Losses on Cash Flow Hedges, net			Other			Total			Foreign Currency Translation Adjustments			Other Comprehensive Income (Loss)
Year ended December 31, 2008	$	(5,045	)	$	—		$	—		$	(5,045	)	$	—
Other comprehensive income (loss)		3,063			(314	)		—			2,749			—		$	2,749
Income tax (expense) benefit		(1,074	)		110			—			(964	)		—			(964	)
Year ended December 31, 2009		(3,056	)		(204	)		—			(3,260	)		—		$	1,785
Other comprehensive loss		(1,443	)		(4,199	)		(171	)		(5,813	)		—		$	(5,813	)
Income tax benefit		504			1,470			60			2,034			—			2,034
Year ended December 31, 2010		(3,995	)		(2,933	)		(111	)		(7,039	)		—		$	(3,779	)
Other comprehensive income (loss)		(629	)		(900	)		116			(1,413	)		(118	)	$	(1,531	)
Income tax (expense) benefit		220			315			(41	)		494			—			494
Year ended December 31, 2011	$	(4,404	)	$	(3,518	)	$	(36	)	$	(7,958	)	$	(118	)	$	(1,037	)

Foreign Currency Translation. The assets, liabilities and results of operations of certain SEACOR subsidiaries are measured using their functional currency which is the currency of the primary foreign economic environment in which they operate. Upon consolidating these subsidiaries with SEACOR, their assets and liabilities are translated to U.S. dollars at currency exchange rates as of the balance sheet dates and their revenues and expenses are translated at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating these subsidiaries’ financial statements are reported in other comprehensive income (loss) in the accompanying consolidated statements of comprehensive income.

Foreign Currency Transactions. Certain SEACOR subsidiaries enter into transactions denominated in currencies other than their functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in foreign currency gains (losses), net in the accompanying consolidated statements of income in the period in which the currency exchange rates change.

Earnings Per Share. Basic earnings per common share of SEACOR are computed based on the weighted average number of common shares issued and outstanding during the relevant periods. Diluted earnings per common share of SEACOR are computed based on the weighted average number of common shares issued and outstanding plus the effect of potentially dilutive securities through the application of the treasury stock and if-converted methods. Dilutive securities for this purpose assumes restricted stock grants have vested, common shares have been issued pursuant to the exercise of outstanding stock options and common shares have been issued pursuant to the conversion of all outstanding convertible notes. For the years ended December 31, 2011, 2010 and 2009, diluted earnings per common share of SEACOR excluded 338,920, 281,265 and 810,260, respectively, of certain share awards as the effect of their inclusion in the computation would have been antidilutive.

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Computations of basic and diluted earnings per common share of SEACOR for the years ended December 31 were as follows (in thousands, except share data).

	Net Income		Average o/s Shares		Per Share
2011
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	41,056		21,119,461	$	1.94
Effect of Dilutive Securities, net of tax:
Options and Restricted Stock		—		347,382
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	41,056		21,466,843	$	1.91
2010
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	244,724		21,402,441	$	11.43
Effect of Dilutive Securities:
Options and Restricted Stock		—		354,776
Diluted Earnings Per Common Share of SEACOR Holdings Inc	$	244,724		21,757,217	$	11.25
2009
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	143,810		19,950,702	$	7.21
Effect of Dilutive Securities:
Options and Restricted Stock		—		189,545
Convertible Securities		9,870		3,247,921
Diluted Earnings Per Common Share of SEACOR Holdings Inc	$	153,680		23,388,168	$	6.57

2. FAIR VALUE MEASUREMENTS

The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from observable market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

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The Company’s financial assets and liabilities as of December 31 that are measured at fair value on a recurring basis were as follows (in thousands):

	Level 1		Level 2		Level 3
2011
ASSETS
Marketable securities(1)	$	33,387	$	33,511	$	—
Derivative instruments (included in other receivables)		1,095		3,027		—
Construction reserve funds and Title XI reserve funds		259,974		—		—
LIABILITIES
Short sales of marketable securities		22,612		—		—
Derivative instruments (included in other current liabilities)		2,874		10,175		—
2010
ASSETS
Marketable securities(1)	$	101,807	$	45,602	$	—
Derivative instruments (included in other receivables)		14,006		8,158		—
Construction reserve funds and Title XI reserve funds		323,885		—		—
LIABILITIES
Short sales of marketable securities		36,076		—		—
Derivative instruments (included in other current liabilities)		11,555		9,455		—

(1) Marketable security gains (losses), net include losses of $21.1 million and gains of $2.0 million and $2.0 million for the years ended December 31, 2011, 2010 and 2009, respectively, related to marketable security positions held by the Company as of December 31, 2011. Marketable security gains (losses), net include losses of $1.1 million and gains of $0.9 million for the years ended December 31, 2010 and 2009, respectively, related to marketable security positions held by the Company as of December 31, 2010. In addition, during the years ended December 31, 2011, 2010 and 2009, the Company recorded dividend income (expense), net on marketable securities of $(0.8) million, $(0.1) million and $0.1 million, respectively and recorded interest income, net on marketable securities of $2.8 million, $3.1 million and $0.7 million, respectively.

As of December 31, 2011, the Company’s Level 2 marketable securities include a $33.4 million investment in 9.25% Senior Secured Notes (the “Notes”) due from Trailer Bridge, Inc. (“Trailer Bridge”). The Company holds a 50.9% interest in the total outstanding Notes. Trailer Bridge filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”) on November 16, 2011. Subsequent to December 31, 2011, Trailer Bridge reached an agreement with a majority of the Note holders, including SEACOR, on a restructuring plan that was submitted to the Bankruptcy Court for approval on January 14, 2012. Under the proposed plan, the Note holders would receive a pro rata share of a new $65.0 million debt instrument and a pro rata share in 91% of the equity interest in the newly restructured company. Existing common shareholders would have the option to receive a 9% equity interest in the newly restructured company or a cash payment of $0.15 per share. If the restructuring plan is approved by the Bankruptcy Court, SEACOR may or may not control Trailer Bridge depending on the number of existing common shareholders who elect cash payments.

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The estimated fair value of the Company’s other financial assets and liabilities as of December 31 were as follows (in thousands).

	2011				2010
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
ASSETS
Cash, cash equivalents and restricted cash	$	488,882	$	488,882	$	382,679	$	382,679
Investments, at cost, in 50% or less owned companies (included in other assets)		9,315		see below		7,847		see below
Notes receivable from other business ventures (included in other receivables and other assets)		55,768		see below		16,554		see below
LIABILITIES
Long-term debt, including current portion		1,036,541		1,058,637		712,045		722,014

The carrying value of cash, cash equivalents and restricted cash approximates fair value. The fair value of the Company’s long-term debt was estimated based upon quoted market prices or by using discounted cash flow analyses based on estimated current rates for similar types of arrangements. It was not practicable to estimate the fair value of the Company’s investments, at cost, in 50% or less owned companies because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs. It was not practicable to estimate the fair value of the Company’s notes receivable from other business ventures as the overall returns are uncertain due to certain provisions for additional payments contingent upon future events. Considerable judgment was required in developing certain of the estimates of fair value and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The Company’s non-financial assets and liabilities that were measured at fair value during the years ended December 31 were as follows (in thousands):

	Level 1		Level 2		Level 3
2011
ASSETS
Investment in Avion Logistics Limited (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)(1)	$	—	$	1,000	$	—
Investment in Soylutions LLC (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)(2)		—		11,992		—
Investment in Mantenimiento Express Maritimo, S.A.P.I. De C.V. (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)(3)		—		16,415		—
LIABILITIES
Lease Obligations for Helicopters (included in other current liabilities)(4)		—		—		395
2010
ASSETS
Investment in Seaspraie(5)	$	—	$	56,255	$	—
Seabulk America (included in Property and Equipment)(6)		—		5,000		—
Investment in SES-Kazakhstan(7)		—		1,000		—
Held for Sale Helicopter (included in Other Assets)(8)		—		—		200
LIABILITIES
Lease Obligations for Helicopters (included in other current liabilities)(9)		—		—		879

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(1) On June 1, 2011, the Company marked its investment in its Avion Logistics Limited joint venture to fair value following the acquisition of controlling interests (see Note 5). The investments’ fair values were determined based on the Company’s purchase price of the acquired interests.

(2) On July 29 2011, the Company marked its investment in its Soylutions LLC joint venture to fair value following the acquisition of controlling interests (see Note 5). The investments’ fair values were determined based on the Company’s purchase price of the acquired interests.

(3) On July 1, 2011, the Company marked its investment in its Mantenimiento Express Maritimo, S.A.P.I. De C.V. joint venture to fair value following the joint venture’s sale of an additional equity interest to an unrelated third party (see Note 5). The investment’s fair value was determined based on the third party’s purchase price of the acquired interest.

(4) During the year ended December 31, 2011, the Company recorded a gain of $0.2 million to decrease the carrying value of its exit obligations for three leased-in helicopters.

(5) During the year ended December 31, 2010, the Company marked its investment in its Seaspraie joint venture to fair value following the acquisition of a controlling interest (see Note 4). The investment’s fair value, consisting of barges and financial assets, was primarily based on the sale of similar equipment to an unrelated third party.

(6) During the year ended December 31, 2010, the Company recorded an impairment charge of $18.7 million to reduce the carrying value of one of its tankers, the Seabulk America, to its fair value. Fair value was determined by an independent market valuation based on the sale of similar equipment.

(7) During the year ended December 31, 2010, the Company marked its investment in its SES-Kazakhstan joint venture to fair value following the acquisition of a controlling interest (see Note 4). The investment’s fair value was based on the Company’s purchase price of the non-controlling interest.

(8) During the year ended December 31, 2010, the Company recorded an impairment charge of $0.1 million to reduce its carrying value of one helicopter to fair value.

(9) During the year ended December 31, 2010, the Company recorded an impairment charge of $0.2 million to increase the carrying value of its exit obligations for three leased-in helicopters.

3. DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES

Derivative instruments are classified as either assets or liabilities based on their individual fair values. Derivative assets and liabilities are included in other receivables and other current liabilities, respectively, in the accompanying consolidated balance sheets. The fair values of the Company’s derivative instruments as of December 31 were as follows (in thousands):

	2011				2010
	Derivative Asset		Derivative Liability		Derivative Asset		Derivative Liability
Derivatives designated as hedging instruments:
Forward currency exchange contracts (fair value hedges)	$	—	$	—	$	1,368	$	697
Interest rate swap agreements (cash flow hedges)		—		4,899		—		5,060
		—		4,899		1,368		5,757
Derivatives not designated as hedging instruments:
Options on equities and equity indices		257		1,637		—		1,504
Forward currency exchange, option and future contracts		10		1,128		1,872		329
Interest rate swap agreements		—		3,167		—		2,578
Commodity swap, option and future contracts:
Exchange traded		838		2,089		3,466		9,726
Non-exchange traded		3,017		129		4,938		1,112
U.S. treasury notes, rate locks and bond future and option contracts		—		—		10,520		4
		4,122		8,150		20,796		15,253
	$	4,122	$	13,049	$	22,164	$	21,010

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Fair Value Hedges. As of December 31, 2010, the Company had designated certain of its forward currency exchange contracts with notional values of €56.0 million as fair value hedges in respect of capital commitments denominated in Euros. During the year ended December 31, 2011, the Company designated €87.3 million and dedesignated €57.8 million notional value of its forward currency exchange contracts as fair value hedges, and €85.5 million notional value of these contracts matured. As of December 31, 2011, the Company had no forward currency exchange contracts designated as fair value hedges. By entering into these forward currency exchange contracts, the Company had fixed a portion of its euro capital commitments in U.S. dollars to protect against currency fluctuations for equipment that was scheduled to be delivered in 2011 through 2013.

The Company recognized gains (losses) on derivative instruments designated as fair value hedges for the years ended December 31 as follows (in thousands):

	Derivative gains (losses), net
	2011			2010			2009
Forward currency exchange contracts, effective and ineffective portions	$	5,770		$	(1,973	)	$	205
Increase (decrease) in the fair value of hedged items included in property and equipment corresponding to effective portion of derivative (gains) losses		(5,810	)		1,855			60
	$	(40	)	$	(118	)	$	265

Cash Flow Hedges. As of December 31, 2011 and 2010, the Company is a party to various interest rate swap agreements with maturities ranging from 2013 to 2014 which have been designated as cash flow hedges. These agreements call for the Company to pay fixed interest rates ranging from 2.25% to 2.85% on aggregate notional values of $125.0 million and receive a variable interest rate based on the London Interbank Offered Rate (“LIBOR”) on these notional values. As of December 31, 2011, one of the Company’s Offshore Marine Services 50% or less owned companies had entered into an interest rate swap agreement maturing in 2015 that has been designated as a cash flow hedge. This instrument calls for the joint venture to pay a fixed interest rate of 1.48% on the amortized notional value of $19.6 million and receive a variable interest rate based on LIBOR on the amortized notional value. In addition, as of December 31, 2011, one of the Company’s Inland River Services 50% or less owned companies had four interest rate swap agreements with maturities ranging from 2013 to 2015 that have been designated as cash flow hedges. These instruments call for the joint venture to pay fixed rates of interest ranging from 1.53% to 4.16% on the aggregate amortized notional value of $53.7 million and receive a variable interest rate based on LIBOR on the aggregate amortized notional value. By entering into these interest rate swap agreements, the Company and its 50% or less owned companies have converted the variable LIBOR component of certain of their outstanding borrowings to a fixed interest rate.

The Company recognized gains (losses) on derivative instruments designated as cash flow hedges for the years December 31 as follows (in thousands):

	Other comprehensive income (loss)									Derivative gains (losses), net
	2011			2010			2009			2011			2010		2009
Interest rate swap agreements, effective portion	$	(3,419	)	$	(7,589	)	$	(1,507	)	$	—		$	—	$	—
Interest rate swap agreements, ineffective portion		—			—			—			(46	)		122		(392	)
Reclassification of derivative losses to interest expense or equity in earnings of 50% or less owned companies		2,519			3,390			1,193			—			—		—
	$	(900	)	$	(4,199	)	$	(314	)	$	(46	)	$	122	$	(392	)

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Other Derivative Instruments. The Company recognized gains (losses) on derivative instruments not designated as hedging instruments for the years ended December 31 as follows (in thousands):

	Derivative gains (losses), net
	2011			2010			2009
Options on equities and equity indices	$	1,693		$	1,578		$	3,244
Forward currency exchange, option and future contracts		(620	)		3,981			4,055
Interest rate swap agreements		(2,390	)		(3,620	)		(571	)
Commodity swap, option and future contracts:
Exchange traded		(10,815	)		(9,581	)		(2,278	)
Non-exchange traded		4,384			5,344			6,123
U.S. treasury notes, rate locks and bond future and option contracts		(28,301	)		8,499			515
	$	(36,049	)	$	6,201		$	11,088

The Company holds positions in publicly traded equity options that convey the right or obligation to engage in a future transaction on the underlying equity security or index. The Company’s investment in equity options primarily includes positions in energy, marine, transportation and other related businesses. These contracts are typically entered into to mitigate the risk of changes in market value of marketable security positions that the Company is either about to acquire, has acquired or is about to dispose of.

The Company enters and settles forward currency exchange, option and future contracts with respect to various foreign currencies. As of December 31, 2011, the outstanding forward currency exchange contracts translated into a net purchase of foreign currencies with an aggregate U.S. dollar equivalent of $56.4 million. These contracts enable the Company to buy currencies in the future at fixed exchange rates, which could offset possible consequences of changes in foreign exchange rates with respect to the Company’s business conducted in Europe, Africa, Mexico, Central and South America, the Middle East and Asia. The Company generally does not enter into contracts with forward settlement dates beyond twelve to eighteen months.

The Company has entered into various interest rate swap agreements maturing in 2012 and 2013 that call for the Company to pay fixed interest rates ranging from 1.79% to 2.59% on aggregate notional values of $95.9 million and receive a variable interest rate based on LIBOR on these notional values. In addition, one of the Company’s Offshore Marine Services 50% or less owned companies has entered into an interest rate swap agreement maturing in 2014. This instrument calls for the joint venture to pay a fixed interest rate of 3.05% on the amortized notional value of $25.6 million and receive a variable interest rate based on LIBOR on the amortized notional value. The general purpose of these interest rate swap agreements is to provide protection against increases in interest rates, which might lead to higher interest costs for the Company or its joint venture.

The Company enters and settles positions in various exchange and non-exchange traded commodity swap, option and future contracts. In the Company’s commodity trading and logistics business, fixed price future purchase and sale contracts of ethanol and sugar are included in the Company’s non-exchange traded derivative positions. The Company enters into exchange traded positions to protect these purchase and sales contracts as well as its inventory balances from market changes. As of December 31, 2011, the net market exposure to ethanol and sugar under these positions was not material. The Company also enters into exchange traded positions (primarily natural gas, crude oil, gasoline, ethanol and sugar) to provide value to the Company should there be a sustained decline in the price of commodities that could lead to a reduction in the market values and cash flows of the Company’s Offshore Marine Services and Inland River Services business segments. As of December 31, 2011, these positions were not material.

The Company enters and settles various positions in U.S. treasury notes and bonds through rate locks, futures or options on futures tied to U.S. treasury notes. The general purpose of these transactions is to provide

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value to the Company should the price of U.S. treasury notes and bonds decline, leading to generally higher interest rates, which might lead to higher interest costs for the Company. As of December 31, 2011, there were none of these types of positions outstanding.

4. ACQUISITIONS AND DISPOSITIONS

Lewis & Clark Acquisition. On December 31, 2011, the Company acquired certain assets and liabilities of Lewis & Clark Marine, Inc. and certain related affiliates (“Lewis & Clark”) for $29.6 million. The Company performed a preliminary fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in $1.6 million in goodwill being recorded. The preliminary fair value analysis is pending completion of a final valuation for the acquired assets and liabilities.

Windcat Acquisition. On December 22, 2011, the Company acquired 75% of the issued and outstanding shares in Windcat Workboats Holdings Ltd. (“Windcat”) for $21.5 million in cash. Windcat is a UK and Holland based operator of 29 wind farm utility vessels operating in the main offshore wind markets of Europe. The Company performed a preliminary fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The preliminary fair value analysis is pending completion of a final valuation for the acquired assets and liabilities.

Naviera Acquisition. On December 21, 2011, the Company acquired a 70% controlling interest in SEACOR Colombia Fluvial (MI) LLC for $1.9 million in cash. SEACOR Colombia Fluvial (MI) LLC’s wholly-owned subsidiary Naviera Central S.A. (“Naviera”) is a provider of inland river barge and terminal services in Colombia. The Company performed a preliminary fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in $1.0 million in goodwill being recorded. The preliminary fair value analysis is pending completion of a final valuation for the acquired assets and liabilities.

Soylutions Acquisition. On July 29, 2011, the Company obtained a 100% controlling interest in Soylutions LLC (“Soylutions”) through its acquisition of its partner’s interest for $11.9 million in cash (see Note 5). The Company performed a preliminary fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The preliminary fair value analysis is pending completion of a final valuation for the acquired assets and liabilities.

G&G Shipping Acquisition. On April 13, 2011, the Company acquired certain real property, eight foreign- flag Roll-on/Roll-off (“RORO”) vessels and a 70% interest in an operating company engaged in the shipping trade between the United States, the Bahamas and the Caribbean. The operating company leases-in the real property and the RORO vessels from the Company. The Company’s purchase price of $33.5 million included cash consideration of $30.3 million and the contribution of a $3.2 million note receivable. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values, resulting in $0.6 million of goodwill being recorded. The fair value analysis was finalized in April 2011.

SES Kazakhstan Acquisition. On August 31, 2010, the Company obtained a 100% controlling interest in SES Borkit LLP through its acquisition of its partner’s interest for $1.0 million (cash of $0.6 million and contingent consideration of $0.4 million). Upon acquisition, SES-Borkit LLP was renamed SES-Kazakhstan LLP (“SES-Kazakhstan”). The selling partner has the opportunity to receive additional consideration of up to $0.4 million based on certain performance measures over the period from the date of acquisition through August 2013. As a consequence of the acquisition of a controlling interest, the Company adjusted its investment in SES-Kazakhstan to fair value resulting in the recognition of a $0.5 million gain, net of tax, which is included in equity in earnings of 50% or less owned companies. Following the change in control, the Company consolidated SES-Kazakhstan’s financial position and results of its operations. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities resulting in no goodwill being recorded. The fair value analysis was finalized in August 2011. As of December 31, 2011, no additional consideration was earned by the selling partner.

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SEASPRAIE Acquisition. On July 31, 2010, the Company obtained a 100% controlling interest in Seaspraie Holdings LLC (“Seaspraie”) through the redemption of its partner’s interest through the joint venture’s distribution of financial assets and equipment totaling $56.1 million. As a consequence of the acquisition of a controlling interest, the Company adjusted its investment in Seaspraie to fair value resulting in the recognition of a $2.5 million gain, net of tax, which is included in equity in earnings of 50% or less owned companies for the year ended December 31, 2010. In addition, the Company recognized previously deferred gains on asset sales to Seaspraie of $12.2 million. Following the change in control, the Company consolidated Seaspraie’s financial position and results of its operations. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The fair value analysis was finalized in September 2010.

PIER Acquisition. On December 1, 2009, the Company acquired all of the issued and outstanding shares of PIER Systems Inc. (“PIER”), a provider of crisis communication consulting services and software in the United States and abroad, for $2.4 million ($1.7 million paid in 2009 and accrued contingent consideration of $0.7 million being recorded). The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in $1.0 million of goodwill being recorded. The fair value analysis was finalized in December 2010. The selling stockholders of PIER have the opportunity to receive additional consideration of up to $1.3 million, of which $0.7 million was accrued at acquisition, based upon certain performance measures over the period from the date of acquisition through May 2011. During the years ended December 31, 2011 and 2010, the Company paid $0.6 million and $0.2 million, respectively, of additional consideration. During the year ended December 31, 2011, the Company accrued additional contingent consideration of $0.1 million as general and administrative expenses in the accompanying consolidated financial statements. As of December 31, 2011, the Company had paid $0.8 million, in the aggregate, of additional consideration.

CBK Acquisition. On December 1, 2009, the Company acquired all of the assets of CBK, Inc., a liquid cargo servicing company, for $0.5 million in cash ($0.3 million paid in 2009 and $0.2 million paid in 2010). The Company performed a fair value analysis and the purchase price was allocated to the acquired assets based on their fair values resulting in $0.3 million in goodwill being recorded. The fair value analysis was finalized in January 2010.

SES-CHEM Acquisition. On August 3, 2009, the Company acquired its partner’s 51% interest in SES-CHEM Company Limited (“SES-CHEM”), a provider of environmental services in Thailand, for $0.1 million in cash. Subsequent to the transaction, the Company owns all of the issued and outstanding shares of SES-CHEM. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The fair value analysis of assets and liabilities acquired was finalized in October 2009.

V & A Acquisition. On May 21, 2009, the Company acquired a controlling interest in V&A Commodity Traders, Inc. (“V&A”), a sugar trading business, for $4.0 million. The Company’s purchase price included cash consideration of $1.3 million and forgiveness of a note due from V&A of $2.7 million. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The fair value analysis of assets and liabilities acquired was finalized in June 2009.

Rivers Edge Acquisition. On November 15, 2007, the Company acquired all of the issued and outstanding shares of Rivers Edge Services, Inc. and Kemp’s Rivers Edge Vactor Services, Inc. (collectively referred to as “Rivers Edge”), providers of remediation, demolition, and environmental services in the pacific northwestern United States, for $4.2 million in cash. The selling stockholder of Rivers Edge has the opportunity to receive additional consideration of up to $4.8 million based upon certain performance measures over the period from the date of acquisition through December 31, 2011, which will be recognized by the Company as compensation expense in the period earned. As of December 31, 2011, no additional consideration has been earned by the selling stockholder.

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SRI Acquisition. On September 7, 2007, the Company acquired all of the issued and outstanding shares of Solid Resources, Inc. and Solid Resources, LLC (collectively referred to as “SRI”), providers of environmental services in the southeastern United States. The selling stockholder of SRI has the opportunity to receive additional consideration of up to $39.5 million based upon certain performance measures over the period from the date of acquisition through September 30, 2011, which will be recognized by the Company as additional cost of the acquisition when the contingency is resolved and when any additional consideration is distributable. During the year ended December 31, 2011, the Company paid $0.1 million of additional consideration in accordance with the acquisition agreement. During the year ended December 31, 2009, the Company paid $2.1 million of additional consideration in accordance with the acquisition agreement. As of December 31, 2011, the Company has paid $6.1 million, in the aggregate, of additional consideration, which was recorded as additional goodwill.

Link Acquisition. On September 7, 2007, the Company acquired all of the issued and outstanding shares of Link Associates International Global Limited (“Link”), a provider of environmental consulting services in the United Kingdom for £2.3 million ($4.5 million) in cash. The selling stockholder of Link had the opportunity to receive additional consideration of up to £2.8 million based upon certain performance measures during the period from the date of acquisition through May 31, 2010. During the year ended December 31, 2009, the Company had paid £61,560 ($0.1 million), in the aggregate, of additional consideration, which was recorded as additional goodwill. No additional consideration was earned or paid during the year ended December 31, 2010.

RMA Acquisition. On October 1, 2006, the Company acquired all of the issued and outstanding shares of Response Management Associates, Inc. (“RMA”), a provider of environmental consulting services for $12.5 million. The selling stockholder of RMA has the opportunity to receive additional consideration of up to $8.5 million based upon certain performance measures over the period from the date of the acquisition through September 30, 2012, which will be recognized by the Company as additional cost of the acquisition when the contingency is resolved and when any additional consideration is distributable. During the years ended December 31, 2010 and 2009, the Company paid $6.4 million and $0.5 million, respectively, of additional consideration in accordance with the acquisition agreement. As of December 31, 2010, the Company had paid $8.5 million, in the aggregate, of additional consideration, which was recorded as additional goodwill.

Purchase Price Allocation. The allocation of the purchase price for the Company’s acquisitions for the years ended December 31 was as follows (in thousands):

	2011			2010			2009
Trade and other receivables	$	2,882		$	302		$	6,515
Other current assets		1,105			492			2,341
Investments, at Equity, and Advances to 50% or Less Owned Companies		(11,920	)		(57,255	)		(5,187	)
Property and Equipment		137,533			51,771			1,931
Goodwill		3,264			7,276			2,858
Intangible Assets		6,602			2,841			40
Other Assets		3,500			230			204
Accounts payable and other current liabilities		(3,578	)		(215	)		(1,512	)
Long-Term Debt		(37,400	)		—			—
Deferred Income Taxes		(1,116	)		201			(17	)
Other Liabilities		—			—			(45	)
Noncontrolling interests in subsidiaries		(10,284	)		—			(3,043	)
Purchase price(1)	$	90,588		$	5,643		$	4,085

(1) Purchase price is net of cash acquired (totaling $5.3 million, $1.7 million and $1.9 million in 2011, 2010 and 2009, respectively).

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Subsequent Event. Subsequent to December 31, 2011, the Company reached an agreement to acquire 18 lift boats from Superior Energy Services, LLC and affiliates for $134.0 million plus a to be determined amount for working capital. The agreement is subject to certain conditions, including regulatory approval, and is expected to be completed prior to the end of the second quarter of 2012.

Equipment Additions. The Company’s capital expenditures were $332.3 million, $250.6 million and $180.0 million in 2011, 2010 and 2009, respectively. Major equipment placed in service for the years ended December 31 were as follows (unaudited):

	2011(1)		2010		2009
Offshore Support Vessels:
Anchor handling towing supply		—		—		1
Crew		2		1		1
Mini-Supply		1		—		—
Specialty		—		—		1
		3		1		3
Helicopters:
Light helicopters – single engine		1		—		2
Light helicopters – twin engine		3		—		3
Medium helicopters		4		5		1
Heavy helicopters		1		1		2
		9		6		8
Inland River dry cargo barges		55		113		—
Inland River liquid tank barges		2		17		—
Inland River towboats		—		—		3
Harbor Tugs		1		1		—
Ocean liquid tank barges		—		—		3

(1) Excludes eight RORO vessels acquired in the G&G Shipping Acquisition and 29 wind farm utility vessels acquired in the Windcat Acquisition.

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Equipment Dispositions. The Company sold property and equipment for $101.8 million, $361.7 million, and $103.7 million in 2011, 2010 and 2009, respectively. Major equipment dispositions for the years ended December 31 were as follows (unaudited):

	2011(1)		2010		2009(2)
Offshore Support Vessels:
Anchor handling towing supply		1		3		1
Crew		6		2		9
Mini-supply		—		1		4
Standby Safety		1		—		—
Supply		1		—		1
Towing supply		1		2		2
Specialty		1		—		2
		11		8		19
Helicopters:
Light helicopters – single engine		3		—		1
Light helicopters – twin engine		3		2		4
Medium helicopters		2		—		—
Heavy helicopters		3		—		1
		11		2		6
Inland River dry cargo and deck barges		6		60		5
Inland River liquid tank barges		1		—		—
Inland River towboats		1		—		3
Tankers		1		2		—
Harbor tugs		2		—		4
Ocean liquid tank barges		—		1		—

(1) Excludes four crew and one mini-supply vessels operated by Offshore Marine Services’ Mexican joint venture (see Note 5) and includes one helicopter previously removed from service.

(2) Excludes one specialty vessel contributed to the Sea-Cat Crewzer joint venture (see Note 5) and one mini-supply vessel and two helicopters removed from service and includes the sale of one harbor tug previously removed from service.

Equipment dispositions during the year ended December 31, 2011 included the sale and leaseback of one anchor handling towing supply vessel for $36.3 million with a lease terms of 84 months. Gains of $7.7 million related to the sale-leaseback were deferred and are being amortized over the minimum lease period (see Note 1). The Company also financed the sale of one offshore support vessel and one helicopter to certain of the Company’s 50% or less owned companies for $19.1 million, in the aggregate (see Note 5). Gains of $6.6 million from these sales were deferred and will be recognized as payments are received under the terms of the financing (see Note 1).

Equipment dispositions during the year ended December 31, 2010 included the sale and leaseback of one anchor handling towing supply vessel and two double-hull product tankers for $217.3 million, in the aggregate, with lease terms ranging from 60 to 158 months. Gains of $75.7 million related to these sale-leasebacks were deferred and are being amortized over their respective minimum lease periods (see Note 1). The Company also

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financed the sale of one crew vessel to an unrelated third party for $1.5 million and deferred gains of $1.2 million from the sale that will be recognized as payments are received under the terms of the financing (see Note 1). The Company sold one anchor handling towing supply vessel and 60 dry cargo barges to certain of the Company’s 50% or less owned companies for $59.1 million, in the aggregate. Gains of $1.0 million from these sales were deferred (see Note 1) as a result of uncalled capital commitments (see Note 5).

With respect to the sale-leaseback of the two double-hull product tankers in 2010, each tanker was sold and leased back by a wholly-owned subsidiary of the Company with minor continuing obligations attributable to SEACOR. The lease payments, lease periods and option renewal periods of the leasebacks are identical to and offset existing long-term bareboat charter-out arrangements the Company has with a customer. As a result, the future profits recognized from these two tankers will consist entirely of the amortization of the deferred gains of $69.3 million at the time of the sale-leaseback. The selling subsidiaries’ ability to meet their obligations under the leasebacks is dependent upon the offsetting bareboat charter-out arrangements with the customer.

Equipment dispositions during the year ended December 31, 2009 included the sale and leaseback of three inland river towboats for $17.7 million, in the aggregate, with lease terms of 84 months. Gains of $14.1 million related to these sale-leasebacks were deferred and are being amortized over the minimum lease period (see Note 1). The Company also financed the sale of five crew vessels to unrelated third parties for $14.1 million, in the aggregate (see Note 5). Gains of $3.4 million from these sales were deferred and will be recognized as payments are received under the terms of the financing (see Note 1).

Subsequent Event. Environmental Services’ business is conducted through SEACOR Environmental Services Inc. (“SES”) and O’Brien’s Response Management Inc. (“ORM”). SES includes National Response Corporation, one of the largest providers of oil spill response services in the United States; NRC Environmental Services Inc., a leading provider of environmental and industrial services on the West Coast of the United States; SEACOR Response Ltd., which provides oil spill and emergency response services to customers in various international markets; and certain other subsidiaries (collectively the “SES Business”). On February 7, 2012, SEACOR announced it had reached an agreement to sell the SES Business to J.F. Lehman & Company, a leading, middle-market private equity firm, for $97.0 million, subject to a post-closing working capital adjustment and contingent consideration equal to a portion of revenues generated by any extraordinary oil spill response that occurs within three years following the closing. The closing of the transaction is conditioned upon the buyer obtaining certain debt financing and other customary conditions. Either the Company or the buyer may terminate the stock purchase agreement if the closing has not occurred by March 31, 2012. The transaction does not include ORM, a leading provider of crisis and emergency preparedness and response services. Summarized selected operating results of the SES Business for the years ended December 31 were as follows (in thousands):

	2011		2010		2009
Operating Revenues	$	131,346	$	681,082	$	104,478
Operating Income		13,012		139,771		3,906
Segment Profit		13,030		140,392		4,210

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5. INVESTMENTS, AT EQUITY, AND ADVANCES TO 50% OR LESS OWNED COMPANIES

Investments, at equity, and advances to 50% or less owned companies as of December 31 were as follows (in thousands):

	Ownership	2011		2010
Illinois Corn Processing	50.0%	$	32,046	$	31,621
SCFCo Holdings	50.0%		25,302		23,810
DHC	50.0%		25,128		19,701
Hawker Pacific	34.2%		23,807		24,787
MexMar	49.0%		17,118		—
Bunge-SCF Grain	50.0%		16,577		150
Avion	39.1%		15,171		9,336
SeaJon	50.0%		12,284		—
Nautical Power	50.0%		10,248		12,551
Dynamic Offshore	20.0%		10,149		—
Aeroleo	50.0%		9,160		—
Sea-Cat Crewzer	50.0%		7,493		10,483
Era do Brazil	50.0%		6,744		—
C-Lift	50.0%		6,249		7,605
Soylutions	50.0%		—		8,244
Avion Logistics Limited	50.0%		—		570
Other	20.0% – 50.0%		34,362		33,529
		$	251,838	$	182,387

Combined Condensed Financials. Summarized financial information for the Company’s investments, at equity, as of and for the years ended December 31 was as follows (in thousands):

	2011		2010
Current assets	$	373,360	$	296,557
Noncurrent assets		550,843		409,834
Current liabilities		253,502		153,643
Noncurrent liabilities		236,994		255,842

	2011			2010		2009
Operating Revenues	$	791,425		$	360,923	$	259,720
Costs and Expenses:
Operating and administrative		733,239			279,199		173,230
Depreciation		35,990			28,291		22,122
		769,229			307,490		195,352
Operating Income	$	22,196		$	53,433	$	64,368
Net Income (Loss)	$	(1,932	)	$	37,146	$	43,631

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As of December 31, 2011 and 2010, cumulative undistributed net earnings of 50% or less owned companies accounted for by the equity method included in the Company’s consolidated retained earnings were $18.7 million and $53.6 million, respectively.

Illinois Corn Processing. On November 20, 2009, the Company and an ingredients and distillery product manufacturer formed Illinois Corn Processing LLC (“ICP”), a 50-50 joint venture to own and operate an alcohol manufacturing facility dedicated to the production of alcohol for beverage, industrial and fuel applications. The Company’s joint venture partner contributed a previously shuttered manufacturing plant and then immediately sold a 50% interest to the Company for $15.0 million in cash. The Company also provided to ICP a $10.0 million term loan with a maturity in November 2014 and a $20.0 million revolving line of credit with a maturity in November 2012 subject to certain borrowing restrictions. During the year ended December 31, 2010, the Company and its joint venture partner each contributed an additional $1.0 million to acquire certain equipment. During the years ended December 31, 2010 and 2009, the Company advanced $8.0 million and $2.0 million, respectively, under the term loan. During the years ended December 31, 2011 and 2010, the Company received principal repayments of $1.7 million and $2.4 million, respectively. During the years ended December 31, 2011 and 2010, the Company made net advances of $4.3 million and $9.1 million, respectively, under the revolving line of credit. As of December 31, 2011, the outstanding balances under the term loan and revolving line of credit were $6.6 million and $13.7 million, respectively, inclusive of any unpaid and accrued interest. On January 31, 2012, the Company acquired an additional 20% interest in ICP for $9.1 million. ICP had operating revenues of $238.2 million and $117.3 million for the years ended December 31, 2011 and 2010, respectively.

SCFCo Holdings. SCFCo Holdings LLC (“SCFCo”) was established to operate towboats and dry cargo barges on the Parana-Paraguay Rivers and a terminal facility at Port Ibicuy, Argentina. At various times, SCFCo has agreed to expand its operations through additional capital contributions and bank financing. During the years ended December 31, 2011 and 2010, the Company contributed additional capital of $0.8 million and $10.2 million, respectively, to fund SCFCo’s expansion. The Company made no capital contributions during the year ended December 31, 2009. Additionally, during the years ended December 31, 2011 and 2010, the Company provided net temporary working capital advances of $0.3 million and $2.2 million, respectively, of which $2.3 million remained outstanding as of December 31, 2011. During the year ended December 31, 2010, the Company sold 60 barges to the joint venture for proceeds of $25.8 million. The Company sold no equipment to the joint venture in 2011 and 2009.

DHC. A wholly owned subsidiary of the Company, Era DHS LLC, acquired 49% of the capital stock of Dart Helicopter Services LLC (“Dart”), a sales, marketing and parts manufacturing organization based in North America that engineers and manufactures after-market parts and equipment for sale to helicopter manufacturers and operators. During 2009, the Company provided a $0.3 million loan to Dart with a maturity of June 2012 and an annual interest rate of 5%, which is payable quarterly and the principal due at maturity. On February 28, 2011, the Company made an additional investment of $5.0 million in Dart and, on July 31, 2011, contributed its ownership in Dart to Dart Holding Company Ltd. (“DHC”) in exchange for a 50% interest in DHC and a note receivable of $5.1 million. The note receivable bears an interest rate of 4.0% per annum, required quarterly principal and interest payments and matures July 31, 2023. During the years ended December 31, 2011, 2010 and 2009, the Company purchased $2.3 million, $1.1 million and $1.1 million, respectively of products from Dart and DHC. During the years ended December 31, 2010 and 2009, the Company received management fees of $0.2 million and $0.2 million, respectively. The management fees earned during the year ended December 31, 2011 were not material.

Hawker Pacific. On December 15, 2010, the Company acquired a 32.5% interest in Hawker Pacific Airservices, Limited (“Hawker Pacific”), an aviation sales and support organization and a distributor of aviation components from some of the world’s leading manufacturers, for $25.0 million in cash. On June 1, 2011, the Company contributed its ownership in Avion Logistics Limited (“ALL”), valued at $2.0 million, to Hawker Pacific for an additional 1.7% ownership interest bringing its total ownership percentage to 34.2%. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill. The fair value analysis was completed in December 2011.

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MexMar. On July 1, 2011, Mantenimiento Express Maritimo, S.A.P.I. de C.V. (“MexMar”), a Mexican joint venture that operates six offshore support vessels in Mexico, executed a business reorganization plan and issued an additional equity interest to an unrelated third party for $17.1 million in cash. Subsequent to the reorganization and issuance of the additional equity interest, the Company recognized an $8.4 million gain, net of tax, which is included in equity in earnings in 50% or less owned companies in the accompanying consolidated statements of income, and received $14.9 million on the net repayment of outstanding advances from MexMar. Following the reorganization the Company has a 49% interest in MexMar. During the year ended December 31, 2011, the Company received $0.1 million of vessel management fees from this joint venture.

Bunge-SCF Grain. On September 29, 2010, the Company formed a 50/50 joint venture Bunge-SCF Grain LLC (“Bunge-SCF”) with Bunge North America, Inc. to construct a terminal grain elevator in Fairmont City, Illinois. During the years ended December 31, 2011 and 2010, the Company and its partner each contributed $17.3 million and $0.2 million, respectively in cash to the joint venture. The terminal grain elevator is expected to be completed in the second quarter of 2012. In addition, beginning July 29, 2011, Bunge-SCF Grain began operating and managing the Company’s grain storage and handling facility in McLeansboro, Illinois, for which the Company received $0.3 million in rental income.

Avion. On February 27, 2006, the Company purchased a 27.8% interest in Avion Pacific Limited (“Avion”), a distributor of aircraft and aircraft related parts for $2.6 million and during the year ended December 31, 2008, invested an additional $1.0 million to increase its ownership to 39.1%. During the year ended December 31, 2011 and 2010, the Company made advances of $9.5 million and $2.0 million, respectively, to Avion. The Company made no advances to Avion during the year ended December 31, 2009. For the years ended December 31, 2011, 2010 and 2009, the Company received repayments of $4.6 million, $0.9 million and $1.1 million, respectively, from Avion on the advances. As of December 31, 2011 and 2010, the Company had outstanding loans to Avion totaling $9.7 million and $4.8 million, respectively.

SeaJon. On April 22, 2010, the Company formed a 50/50 joint venture SeaJon LLC (“SeaJon”) with Great Lakes ATB, LLC. Each partner in SeaJon is party to a contract to construct an articulated tug-barge and SeaJon was established to own the completed articulated tug-barge, which will be used in the Great Lakes trade. On April 7, 2011, each partner contributed its ownership interest in the newly constructed tug in exchange for an ownership interest in SeaJon. As of December 31, 2011, the tug was idle pending the completion of the barge in the first quarter of 2012. Upon completion and acceptance, the barge will also be contributed to SeaJon by the partners in exchange for an additional ownership interest.

Nautical Power. On June 23, 2003, the Company and another offshore operator formed Nautical Power, LLC (“Nautical Power”) a 50/50 joint venture to operate one offshore support vessel. Nautical Power bareboat charters the vessel from a leasing company and that charter terminates in 2012. The Company is a guarantor of 50% of the charter payments and its guarantee reduces as payments are made. As of December 31, 2011, the Company’s guarantee was $0.5 million.

Dynamic Offshore Drilling. On April 4, 2011, the Company acquired a 20% interest in Dynamic Offshore Drilling Ltd. (“Dynamic”), a company established to construct and operate jack-up drilling rigs, for $10.0 million. The first jack-up drilling rig is currently under construction in Singapore and is scheduled for delivery in the first quarter of 2013.

Aeroleo. On July 1, 2011, the Company acquired a 50% economic interest and a 20% voting interest in Aeroleo Taxi Aereo S/A (“Aeroleo”), a Brazilian entity that provides helicopter transport services to the Brazilian offshore oil and gas industry, for $4.8 million in cash. The Company and its partner each loaned Aeroleo $6.0 million at an interest rate of 6% per annum. The note requires monthly interest payments and matures in June 2013. The Company leases helicopters to Aeroleo and for the period July 1, 2011 through December 31, 2011, the Company recognized $14.0 million of operating revenues from these leases of which $3.0 million was outstanding as of December 31, 2011.

Sea-Cat Crewzer. On July 27, 2009, the Company and another offshore support vessel operator formed Sea-Cat Crewzer LLC (“Sea-Cat Crewzer”), a 50-50 joint venture to own and operate two high speed offshore

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catamaran crew boats. Each partner contributed one high speed offshore catamaran crew boat and cash with a combined value of $17.3 million. The Company contributed one high speed offshore catamaran crew boat valued at $14.7 million and cash of $2.6 million. In addition, immediately prior to the formation of the joint venture, the Company sold one high speed offshore catamaran crew boat to its joint venture partner for $16.9 million, who then contributed the vessel to the joint venture along with $0.4 million in cash. During the year ended December 31, 2010, Sea-Cat Crewzer entered into a $22.0 million term loan and upon funding distributed $9.0 million to each of its partners. The Company is a guarantor of 50% of Sea-Cat Crewzer’s debt and the amount of the guarantee declines as principal payments are made and will terminate when the debt is repaid. As of December 31, 2011, the Company’s guarantee was $9.8 million. During the years ended December 31, 2011, 2010 and 2009, the Company received $0.7 million, $0.7 million and $0.3 million, respectively, of vessel management fees from this joint venture.

Era do Brazil. On July 1, 2011, the Company and its partner each contributed $4.8 million in cash to Era do Brazil LLC (“Era do Brazil”), a 50-50 joint venture. Era do Brazil immediately acquired a helicopter, subject to a lease to Aeroleo, from the Company for $11.5 million ($9.5 million in cash and a $2.0 million note payable). The note payable bears an interest rate of 7.0% per annum, requires 60 monthly principal and interest payments, and is secured by the helicopter and the Aeroleo lease. The Company provides maintenance services to Era do Brazil and for the period July 1, 2011 through December 31, 2011, the Company recognized $0.3 million of operating revenues from these services all of which was outstanding as of December 31, 2011.

C-Lift. On April 28, 2006, the Company and another offshore operator formed C-Lift LLC (“C-Lift”) a 50/50 joint venture established to construct and operate two lift boats. The Company is a guarantor of 50% of C-Lift’s outstanding debt and its guarantee declines as principal payments are made and will terminate when the debt is repaid. The debt matures in 2015. As of December 31, 2011, the Company’s guarantee was $12.8 million.

Soylutions. On July 29, 2011, the Company obtained a 100% controlling interest in Soylutions through its acquisition of its partner’s 50% interest for $11.9 million in cash (see Note 4). Upon the acquisition, the Company adjusted its investment in Soylutions to fair value resulting in the recognition of a gain of $2.3 million, net of tax, which is included in equity in earnings in 50% or less owned companies in the accompanying consolidated statements of income.

Avion Logistics Limited. On June 1, 2011, the Company acquired a 100% controlling interest in Avion Logistics Limited (“ALL”) through its acquisition of its partner’s 50% interest for $1.0 million in cash. Upon acquisition, the Company adjusted its investment in ALL to fair value resulting in the recognition of a gain of $0.3 million, net of tax, which is included in equity in earnings of 50% or less owned companies. Following this change in control, the Company contributed its ownership interest in ALL to Hawker Pacific for an additional 1.7% interest in Hawker Pacific.

Other. The Company has other joint ventures within its Offshore Marine Services, Aviation Services, Inland River Services and Environmental Services business segments.

The Company’s other Offshore Marine Services joint ventures operate six vessels, five owned and one bareboat chartered-in. During the year ended December 31, 2011 the Company made no additional capital contributions to these joint ventures. During the years ended December 31, 2010 and 2009, the Company made aggregate additional capital contributions to these joint ventures of $2.7 million and $0.3 million, respectively. Certain of these offshore marine joint ventures obtained bank debt to finance the acquisition of offshore support vessels from the Company. Under the terms of the debt, the bank has the authority to require the parties of these joint ventures to fund uncalled capital commitments, as defined in the joint ventures’ partnership agreements, under certain circumstances. In such event, the Company would be required to contribute its allocable share of uncalled capital, which was $2.5 million, in the aggregate, as of December 31, 2011. During the year ended December 31, 2011, the Company sold one offshore marine vessel to one of its joint ventures for $7.6 million. The Company manages these vessels on behalf of the joint ventures and guarantees the outstanding charter receivables of one of the joint ventures if a customer defaults in payment and the Company either fails to take enforcement action against the defaulting customer or fails to assign its right of recovery against the defaulting

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customer. As of December 31, 2011, the Company’s contingent guarantee of outstanding charter receivables was $0.9 million. During the years ended 2011, 2010 and 2009, the Company received $0.6 million, $0.3 million and $0.5 million, respectively, of vessel management fees from these joint ventures.

The Company’s other Aviation Services joint ventures include a flight training center and a helicopter operation in Spain. During the years ended December 31, 2011, 2010 and 2009, the Company provided helicopter, management and other services totaling $0.7 million, $0.6 million and $0.4 million, respectively, and paid simulator fees of $0.1 million, $0.3 million and $0.1 million in 2011, 2010 and 2009, respectively to one of these joint ventures. During the year ended December 31, 2011 and 2010, the Company advanced $1.2 million and $3.2 million, respectively to one of these joint ventures.

The Company’s other Inland River Services joint ventures operate six inland river towboats, a dry cargo vessel and a fabrication facility. During the year ended December 31, 2010, the Company made additional capital contributions of $0.2 million in the aggregate.

6. THIRD PARTY NOTES RECEIVABLE

From time to time, the Company engages in lending and leasing activities involving various types of equipment. The Company recognizes interest income as payments are due, typically monthly, and expenses all costs associated with its lending and leasing activities as incurred. During the year ended December, 31, 2011, these activities included advances of $22.2 million for two notes receivable secured by fixed wing aircraft and certain spare parts. Both notes receivable are for five years, one of which requires 59 monthly principal and interest payments and a final balloon payment, and the other requires quarterly payments of principal and interest, subject to certain prepayment provisions based on the sale of spare parts. These activities also included an advance of $14.5 million for a note receivable secured by an offshore support vessel that is managed by the Company. This note receivable requires monthly payments of principal and interest and a final balloon payment. The overall returns on these notes receivable are uncertain due to certain provisions for additional payments contingent upon future events. As of December 31, 2011, none of the Company’s third party notes receivable are past due or in default and the Company has made no provisions for credit losses.

7. CONSTRUCTION RESERVE FUNDS

The Company has established, pursuant to Section 511 of the Merchant Marine Act, 1936, as amended, construction reserve fund accounts subject to agreements with the Maritime Administration. In accordance with this statute, the Company is permitted to deposit proceeds from the sale of certain vessels into the construction reserve fund accounts and defer the taxable gains realized from the sale of those vessels. Qualified withdrawals from the construction reserve fund accounts are only permitted for the purpose of acquiring qualified U.S.-flag vessels as defined in the statue and approved by the Maritime Administration. To the extent that sales proceeds are reinvested in replacement vessels, the carryover depreciable tax basis of the vessels originally sold is attributed to the U.S.-flag vessels acquired using such qualified withdrawals. The construction reserve funds must be committed for expenditure within three years of the date of sale of the equipment, subject to two one-year extensions which can be granted at the discretion of the Maritime Administration, or be released for the Company’s general use as nonqualified withdrawals. For nonqualified withdrawals, the Company is obligated to pay taxes on the previously deferred gains at the prevailing statutory tax rate plus a 1.1% penalty tax and interest thereon for the period such taxes were deferred.

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As of December 31, 2011 and 2010, the Company’s construction reserve funds of $250.4 million and $314.3 million, respectively, are classified as non-current assets in the accompanying consolidated balance sheets as the Company has the intent and ability to use the funds to acquire equipment. Construction reserve fund transactions for the years ended December 31 were as follows (in thousands):

	2011			2010			2009
Withdrawals	$	(82,553	)	$	(56,727	)	$	(70,009	)
Deposits		18,642			97,846			55,269
	$	(63,911	)	$	41,119		$	(14,740	)

8. INCOME TAXES

Income before income tax expense (benefit) and equity in earnings of 50% or less owned companies derived from U.S. and foreign companies for the years ended December 31 were as follows (in thousands):

	2011			2010		2009
United States	$	65,831		$	347,423	$	151,814
Foreign		(7,508	)		17,141		50,975
Eliminations and other		(4,929	)		8,915		12,225
	$	53,394		$	373,479	$	215,014

As of December 31, 2011, cumulative undistributed net earnings of foreign subsidiaries included in the Company’s consolidated retained earnings were $131.2 million.

The Company files a consolidated U.S. federal tax return. The components of income tax expense (benefit) for the years ended December 31 were as follows (in thousands):

	2011			2010			2009
Current:
State	$	2,505		$	12,115		$	3,278
Federal		14,977			126,992			5,723
Foreign		10,938			11,938			10,486
		28,420			151,045			19,487
Deferred:
State		(1,845	)		(1,386	)		1,901
Federal		(5,285	)		(9,035	)		61,152
Foreign		(105	)		50			(48	)
		(7,235	)		(10,371	)		63,005
	$	21,185		$	140,674		$	82,492

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The following table reconciles the difference between the statutory federal income tax rate for the Company and the effective income tax rate for the years ended December 31:

	2011			2010			2009
Statutory rate		35.0	%		35.0	%		35.0	%
Non-deductible expenses		1.8	%		0.6	%		1.5	%
State effective tax rate changes		(3.3	)%		(0.4	)%		1.0	%
State taxes		2.9	%		2.2	%		0.9	%
Other		3.3	%		0.3	%		0.0	%
		39.7	%		37.7	%		38.4	%

During the years ended December 31, 2011, 2010 and 2009, the Company recognized an income tax benefit of $1.7 million, an income tax benefit of $1.7 million, and an income tax expense of $2.2 million, respectively, on adjustments to state tax liabilities resulting from changes in state tax apportionment factors.

The components of the net deferred income tax liabilities for the years ended December 31 were as follows (in thousands):

	2011			2010
Deferred tax liabilities:
Property and Equipment	$	514,764		$	510,415
Unremitted earnings of foreign subsidiaries		39,640			42,652
Investments in 50% or Less Owned Companies		14,675			9,186
Long-term Debt		15,627			15,627
Other		14,591			18,406
Total deferred tax liabilities		599,297			596,286
Deferred tax assets:
Foreign tax credit carryforwards		4,697			11,007
Share award plans		10,473			4,802
Other		27,848			25,698
Total deferred tax assets		43,018			41,507
Valuation allowance		(7,526	)		(7,659	)
Net deferred tax assets		35,492			33,848
Net deferred tax liabilities	$	563,805		$	562,438

As of December 31, 2011, the Company has foreign tax credit carryforwards of $4.7 million that expire from 2012 through 2015. The Company believes it is more likely than not that the Company’s foreign tax credit carryforwards, with the exception of $3.1 million, will be utilized through the turnaround of existing temporary differences, future earnings, tax strategies or a combination thereof.

During the year ended December 31, 2011, the Company decreased its valuation allowance for state net operating loss carryforwards by $0.2 million to $4.4 million.

The Company records an additional income tax benefit or expense based on the difference between the fair market value of share awards at the time of grant and the fair market value at the time of vesting or exercise. For

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the years ended December 31, 2011 and 2010, an additional net income tax benefit was recorded in stockholders’ equity of $1.8 million and $4.9 million, respectively. For the year ended December 31, 2009, an additional net income tax expense was recorded in stockholders’ equity of $0.2 million.

9. LONG-TERM DEBT

The Company’s borrowings as of December 31 were as follows (in thousands):

	2011			2010
7.375% Senior Notes (excluding unamortized discount of $1.3 million)	$	233,500		$	233,500
5.875% Senior Notes (excluding unamortized discount of $0.2 million)		176,519			178,724
Title XI Bonds (excluding unamortized discount of $10.3 million)		95,906			100,760
SEACOR Revolving Credit Facility		175,000			125,000
ERA Group Inc. Senior Secured Revolving Credit Facility		252,000			—
Other (excluding unamortized discount of $1.0 million)		116,423			87,805
		1,049,348			725,789
Portion due within one year(1)		(41,091	)		(14,618	)
Debt discount, net		(12,807	)		(13,744	)
	$	995,450		$	697,427

(1) Excludes $176.5 million, in principal amount, of the Company’s 5.875% Senior Notes due in 2012 as the Company has the ability and current intent to repay the outstanding balance by drawing on the SEACOR Revolving Credit Facility, which matures in 2013.

The Company’s long-term debt maturities for the years ended December 31 are as follows (in thousands):

2012	$	41,091
2013		365,810
2014		14,957
2015		44,962
2016		264,689
Years subsequent to 2016		317,839
	$	1,049,348

7.375% Senior Notes. On September 24, 2009, SEACOR issued $250.0 million aggregate principal amount of its 7.375% Senior Notes due October 1, 2019 (the “7.375% Senior Notes”) and received net proceeds of $245.9 million. The 7.375% Senior Notes were issued under a supplemental indenture dated as of September 24, 2009 (the “2009 Supplemental Indenture”) to the base indenture relating to SEACOR’s senior debt securities, dated as of January 10, 2001, between SEACOR and U.S. Bank National Association, as trustee. Interest on the 7.375% Senior Notes is payable semi-annually on April 1 and October 1 of each year. The 7.375% Senior Notes may be redeemed at any time, in whole or in part, at a price equal to the principal amount, plus accrued and unpaid interest to the date of redemption, plus a specified “make-whole” premium. The 2009 Supplemental Indenture contained covenants including, among others, limitations on liens and sale and leasebacks of certain Principal Properties, as defined, and certain restrictions on SEACOR consolidating with or merging into any other Person, as defined. During the year ended December 31, 2010, the Company purchased $16.5 million, in principal amount, of its 7.375% Senior Notes for $17.3 million, resulting in a loss on debt extinguishment of $1.1 million.

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2.875% Convertible Debentures. On December 17, 2004, SEACOR completed the sale of $250.0 million aggregate principal amount of its 2.875% Convertible Debentures due December 15, 2024 (the “2.875% Convertible Debentures”). During 2009, the Company’s outstanding Convertible Debentures were purchased through open market transactions, converted into shares of SEACOR common stock, par value $0.01 per share (“Common Stock”) by the debenture holders, or redeemed in cash. Total consideration paid by the Company on these settlements of the Convertible Debentures was $253.8 million, including 2,918,977 shares of Common Stock valued at $217.2 million and $36.6 million in cash. Consideration of $240.3 million, including Common Stock valued at $205.7 million and $34.6 million in cash, was allocated to the settlement of long-term debt resulting in a debt extinguishment loss of $9.4 million, which is included in the accompanying consolidated statements of income. Consideration of $13.5 million, including Common Stock valued at $11.5 million and $2.0 million in cash, was allocated to the purchase of the conversion option embedded in the Convertible Debentures as included in the accompanying consolidated statements of changes in equity.

5.875% Senior Notes. In 2002, SEACOR sold $200.0 million aggregate principal amount of its 5.875% Senior Notes due October 1, 2012 (the “5.875% Senior Notes”). The 5.875% Senior Notes were issued under a supplemental indenture dated as of September 27, 2002 (the “2002 Supplemental Indenture”) to the base indenture relating to SEACOR’s senior debt securities, dated as of January 10, 2001, between SEACOR and U.S. Bank National Association, as trustee. Interest on the 5.875% Senior Notes is payable semi-annually on April 1 and October 1 of each year. The 5.875% Senior Notes may be redeemed at any time, in whole or in part, at a price equal to the principal amount, plus accrued and unpaid interest to the date of redemption, plus a specified “make-whole” premium. The 2002 Supplemental Indenture contained covenants including, among others, limitations on liens and sale and leasebacks of certain Principal Properties, as defined, and certain restrictions on SEACOR consolidating with or merging into any other Person, as defined. During the year ended December 31, 2011, the Company purchased $2.2 million, in principal amount, of its 5.875% Senior Notes for $2.3 million, resulting in a loss on debt extinguishment of $0.1 million. During the year ended December 31, 2010, the Company purchased $2.4 million, in principal amount, of its 5.875% Senior Notes for $2.5 million, resulting in a loss on debt extinguishment of $0.1 million. Subsequent to December 31, 2011, the Company purchased $5.5 million, in principal amount, of its 5.875% Senior Note for $5.7 million, resulting in a loss on debt extinguishment of $0.2 million.

Title XI Bonds. Five double-hull product and chemical tankers were financed through the issuance of seven U.S. Government Guaranteed Ship Financing Bonds (the “Title XI Bonds” or “Title XI financing”) bearing interest at rates ranging from 6.50% to 7.54% with semi-annual principal and interest payments and maturing through June 2024. During the year ended December 31, 2010, the Company redeemed all of the outstanding bonds on two of the double-hull product and chemical tankers, in principal amount of $61.9 million, for an aggregate purchase price of $63.0 million, including a make-whole premium, resulting in a loss on debt extinguishment of $0.2 million. Following the redemption, three series of the Title XI bonds remained outstanding, one each for three double-hull product and chemical tankers (the “Title XI tankers”) owned by subsidiaries of the Company (the “Title XI companies”), each with an interest rate of 6.50%.

A percentage of earnings attributable to each of the Title XI tankers’ operations is required to be deposited into Title XI reserve fund bank accounts. Cash held in these accounts is invested as prescribed by Title XI financing agreements. Withdrawals from these accounts are permitted for limited purposes, subject to the prior approval of the U.S. Maritime Administration. As of December 31, 2011 and 2010, the Title XI reserve fund account balances were $9.6 million and $9.6 million, respectively. During the year ended December 31, 2010, $7.0 million of Title XI reserve funds were released following the redemption of the bonds, as described above.

The Title XI financing agreements contain covenants restricting cash distributions subject to certain financial tests. Failure to meet these financial tests, among other things, restricts Title XI companies from (1) distributing capital; (2) paying dividends; (3) increasing employee compensation and paying other indebtedness; (4) incurring additional indebtedness; (5) making investments and (6) acquiring fixed assets. Cash distributions (as defined in the Title XI financing agreements) from a Title XI company are prohibited until such

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company achieves certain levels of working capital. As of December 31, 2011 and 2010, the Title XI companies held $18.7 million and $12.7 million in restricted cash that was limited in use for the operation of the tankers and cannot be used to fund the Company’s general working capital requirements. As of December 31, 2011, the Title XI companies had net assets of $82.8 million.

In the event of default (as defined in the Title XI financing agreements), all of the Title XI tankers, in addition to the assignment of earnings relating to those vessels and the funds on deposit in the Title XI reserve fund accounts, serve as collateral for the repayment of the Title XI Bonds. The aggregate net book value as of December 31, 2011 of the Title XI tankers was $143.5 million.

SEACOR Revolving Credit Facility. The Company has a $405.0 million unsecured revolving credit facility that matures in November 2013. Advances under the facility are available for general corporate purposes. This facility was reduced by 10% of the maximum committed amount of $450.0 million in November 2011 and will be reduced by a further 10% in November 2012. Interest on advances is charged at a rate per annum of LIBOR plus an applicable margin of 60 basis points through November 2011 and 67.5 basis points thereafter. A quarterly commitment fee is payable based on the average unfunded portion of the committed amount at the rate of 17.5 basis points through November 2011 and at the rate of 22.5 basis points thereafter. The revolving credit facility contains various restrictive covenants including interest coverage, secured debt to total capitalization, funded debt to total capitalization ratios, as well as other customary covenants, representations and warranties, funding conditions and events of default, including a cross-default as defined in the credit agreement. During the year ended December 31, 2011, the Company drew $50.0 million on the revolving credit facility. As of December 31, 2011, the Company had $175.0 million of outstanding borrowings under the revolving credit facility and the remaining availability under this facility was $228.5 million, net of issued letters of credit of $1.5 million.

ERA Group Inc. Senior Secured Revolving Credit Facility. On December 22, 2011, Era Group Inc. (“Era”), a subsidiary of SEACOR that operates its Aviation Services business segment, entered into a $350.0 million senior secured revolving credit facility that matures in December 2016 and is secured by substantially all of the tangible and intangible assets of Era. Advances under the senior secured revolving credit facility are available for general corporate purposes and can be used to issue up to $50.0 million in letters of credit. Interest on advances are at the option of Era of either a “base rate” or LIBOR as defined plus an applicable margin. The “base rate” is defined as the highest of: (a) the Prime Rate, as defined; (b) the Federal Funds Effective Rate, as defined, plus 50 basis points; or (c) a daily LIBOR, as defined, plus an applicable margin. The applicable margin is based on Era’s funded debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined, and ranges from 100 to 200 basis points on the “base rate” margin and 210 to 335 basis points on the LIBOR margin. The applicable margin as of December 31, 2011, was 140 basis points on the “base rate” margin and 260 basis points on the LIBOR margin. A quarterly commitment fee is payable based on the average unfunded portion of the committed amount at a rate based on Era’s funded debt to EBITDA, as defined, and ranges from 25 to 70 basis points, and as of December 31, 2011 the commitment fee was 50 basis points. The senior secured revolving credit facility contains various restrictive covenants including interest coverage, funded debt to EBITDA, secured funded debt to EBITDA, funded debt to the fair market value of owned helicopters, fair market value of mortgaged helicopters to funded debt, fair market value of mortgaged helicopters registered in the United States to fair market value of all mortgaged helicopters, as well as other customary covenants, representations and warranties, funding conditions and events of default, all as defined in the senior secured revolving credit facility. In addition, the senior secured revolving credit facility restricts the payment of dividends on Era’s common stock for one year, until December 22, 2012 and, under certain conditions thereafter, may restrict the ability of Era to distribute dividends on its common stock. Generally, dividends may be declared and paid quarterly provided Era is in compliance with the various covenants of the senior secured revolving credit facility, as defined, and the dividend amount does not exceed 20% of the net income of Era for the previous four consecutive quarters. As of December 31, 2011, Era had consolidated net assets of $415.0 million, $252.0 million outstanding under the senior secured revolving credit facility at an annual rate of 3.23%, had no issued letters of credit, and had remaining availability of $98.0 million.

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Other. The Company has various other obligations including ship, helicopter, equipment and facility mortgages, working capital lines and short term financing for certain Commodity Trading and Logistics’ inventories. These obligations have maturities ranging from several days through May 2021 and, as of December 31, 2011, have interest rates ranging from 1.9% to 6.2%, and require periodic payments of interest and principal. During the years ended December 31, 2011, 2010 and 2009, proceeds from the issuance of other debt was $23.2 million, $38.7 million and $52.2 million, respectively, and repayments on other debt was $31.5 million, $4.9 million and $40.5 million, respectively.

As of December 31, 2011, the Company had other outstanding letters of credit, apart from its revolving credit facilities, totaling $60.5 million with various expiration dates through 2014.

SEACOR’s Board of Directors has previously authorized the Company to purchase any or all of its 5.875% Senior Notes due 2012 and its 7.375% Senior Notes due 2019, which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions.

10. CAPITAL LEASE OBLIGATIONS

The Company operates certain vessels and other equipment under leases that are classified as capital leases. The future minimum lease payments under capital leases, together with the present value of the net minimum lease payments for the years ended December 31 are as follows (in thousands):

2012	$	2,668
2013		2,971
2014		12
2015		12
2016		9
Total minimum lease payments		5,672
Premium on capital leases		138
Less amounts representing interest		(374	)
Present value of minimum lease payments (including current portion of $2,368)	$	5,436

As of December 31, 2011 and 2010, the Company had $10.4 million and $11.0 million, respectively, of equipment subject to capital lease obligations. Amortization of assets under capital leases is included in depreciation and amortization in the accompanying consolidated statements of income.

11. COMMON STOCK

SEACOR’s Board of Directors previously approved a securities repurchase plan that authorizes the Company to acquire Common Stock, which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. During the years ended December 31, 2011, 2010 and 2009, the Company acquired for treasury 843,400, 1,811,700 and 606,576 shares of Common Stock, respectively, for an aggregate purchase price of $71.3 million, $137.1 million and $45.9 million, respectively. As of December 31, 2011, SEACOR had authorization to repurchase $41.8 million of Common Stock. On January 18, 2012, SEACOR’s Board of Directors increased the repurchase authority to $150.0 million.

SEACOR’s Board of Directors declared a Special Cash Dividend of $15.00 per share of Common Stock payable to stockholders of record on December 14, 2010. On or about December 21, 2010, the Company paid these dividends totaling $319.7 million on 21,312,130 shares of Common Stock, including dividends of $5.0 million related to 334,099 outstanding restricted share awards. The Compensation Committee of SEACOR’s Board of Directors elected, at its discretion, to pay the dividend on the restricted share awards in December 2010 rather than depositing amounts in escrow pending the lapsing of restrictions.

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12. SAVINGS AND MULTI-EMPLOYER PENSION PLANS

SEACOR Savings Plan. The Company provides a defined contribution plan (the “Savings Plan”) for its eligible U.S.-based employees. The Company’s contribution to the Savings Plan is limited to 50% of an employee’s first 6% of wages invested in the Savings Plan and is subject to annual review by the Board of Directors of SEACOR. The Company’s Savings Plan costs were $3.1 million, $3.0 million and $3.1 million for the years ended December 31, 2011, 2010 and 2009, respectively.

SEACOR Deferred Compensation Plan. In 2005, the Company established a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) to provide a select group of highly compensated employees, as well as non-employee directors, the ability to defer receipt of up to 75% of their cash base salary, up to 100% of their cash bonus and up to 100% of their vested restricted stock (deferred in the form of Restricted Stock Units, as defined in the plan) for each fiscal year. Each participant’s compensation deferrals are credited to a bookkeeping account and, subject to certain restrictions, each participant may elect to have their cash deferrals in such account indexed against one or more investment options, solely for purposes of determining amounts payable under the Deferred Compensation Plan (the Company is not obligated to actually invest any deferred amounts in the selected investment options).

Participants may receive a distribution of deferred amounts, plus any earnings thereon (or less any losses), on a date specified by the participant or, if earlier, upon a separation from service or upon a change of control. All distributions to participants following a separation from service shall be in the form of a lump sum, except if such separation qualifies as “retirement” under the terms of the plan, in which case it may be paid in installments if previously elected by the participant. Distributions to “Key Employees” upon a separation from service (other than due to death) will not commence until at least 6 months after the separation from service. Participants are always 100% vested in the amounts that participants contribute to their Deferred Compensation Plan accounts. The Company, at its option, may contribute amounts to participants’ accounts, which may be subject to vesting requirements.

The obligations of the Company to pay deferred compensation under the Deferred Compensation Plan are general unsecured obligations of the Company and rank equally with other unsecured indebtedness of the Company that is outstanding from time to time. As of December 31, 2011 and 2010, the Company had an obligation of $2.3 million and $2.7 million, respectively, related to the Deferred Compensation Plan and is included in the accompanying consolidated balance sheets as deferred gains and other liabilities. The total amount of the Company’s obligation under the Deferred Compensation Plan will vary depending upon the level of participation by participants and the amount of compensation that participants elect to defer under the plan. The duration of the Deferred Compensation Plan is indefinite (subject to the Board of Directors’ discretion to amend or terminate the plan).

MNOPF and MNRPF. Certain subsidiaries of the Company are participating employers in industry-wide, multi-employer, defined benefit pension funds in the United Kingdom, the United Kingdom Merchant Navy Officers Pension Fund (“MNOPF”) and the United Kingdom Merchant Navy Ratings Pension Fund (“MNRPF”). The Company’s participation in the MNOPF relates to officers employed between 1978 and 2002 by SEACOR’s Stirling group of companies (which had been acquired by SEACOR in 2001) and its predecessors and its participation in the MNRPF relates to ratings employed between 1978 and 2001 by SEACOR’s Stirling group of companies (which had been acquired by SEACOR in 2001) and its predecessors. Both of these plans are in deficit positions and depending upon the results of future actuarial valuations, it is possible that the plans could experience further funding deficits, requiring the Company to recognize payroll related operating expenses in the periods invoices are received. The Company has one active employee participating in the MNOPF plan and none in the MNRPF plan. During the years ended December 31, 2011, 2010 and 2009, contributions to the MNOPF were not material and did not exceed 5% of total contributions to the plan in any year.

Under the direction of a court order, any deficit of the MNOPF is to be remedied through funding contributions from all participating employers. Based on an actuarial valuation of the MNOPF in 2003, the

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Company was invoiced and expensed $4.4 million in 2005, representing the Company’s allocated share of a total funding deficit of $412.0 million. Subsequent to this invoice, the pension fund trustees determined that $49.0 million of the $412.0 million deficit was deemed uncollectible due to the non-existence or liquidation of certain participating employers and the Company was invoiced and expensed $0.6 million in 2007 for its allocated share of the uncollectible deficit. Based on an actuarial valuation of the MNOPF in 2006, the Company was invoiced and expensed $3.9 million in 2007, representing the Company’s allocated share of an additional funding deficit of $332.6 million. Based on an actuarial valuation of the MNOPF in 2009, the Company was invoiced and expensed $7.8 million in 2010, representing the Company’s allocated share of an additional funding deficit of $636.9 million.

Based on an actuarial valuation of the MNRPF in March 2008, the Company was advised that its share of a $281.0 million (£175.0 million) accumulated funding deficit was $1.0 million (£0.6 million). The accumulated funding deficit is being recovered by additional annual contributions from current employers and is subject to adjustment following the results of future tri-annual actuarial valuations. During the year ended December 31, 2011, $0.4 million, in the aggregate, of the Company’s funding deficit had been invoiced and expensed. Based on an actuarial valuation of the MNRPF in March 2011, the Company was advised that the funding deficit had increased to $334.8 million (£217.0 million) of which the Company’s share is $0.3 million (£ 0.2 million). The recovery plans for the additional funding deficit are still being considered.

AMOPP and SPP. Certain subsidiaries of the Company are participating employers in industry-wide, multi-employer defined benefit pension plans in the United States: the American Maritime Officers Pension Plan (EIN: 13-1936709) (“the AMOPP”) and the Seafarers Pension Plan (EIN: 13-6100329) (the “SPP”). The Company’s participation in these plans relates to certain employees of the Company’s Marine Transportation Services and Harbor & Offshore Towing Services business segments. In accordance with collective bargaining agreements between the Company and the American Maritime Officers (“AMO”), which expire on December 31, 2012 for Marine Transportation Services and August 31, 2013 for Harbor & Offshore Towing Services and between the Company and the Seafarers International Union (“SIU”), which expired on December 31, 2011 for Marine Transportation Services and expires on August 31, 2012 for Harbor & Offshore Towing Services, the Company makes periodic contributions to the AMOPP and SPP. With respect to the collective bargaining agreements between Marine Transportation Services and SIU, the Company continues to operate under the expired agreement while negotiations are ongoing. The contributions to the plans are expensed as incurred and are included in operating expenses in the accompanying consolidated statements of income. During the years ended December 31, 2011, 2010 and 2009, the Company made contributions of $0.9 million, $1.1 million and $1.1 million, respectively, to the AMOPP and $0.6 million, $1.3 million and $1.5 million, respectively to the SPP. During 2011, 2010 and 2009 none of the Company’s contributions to the AMOPP or the SPP exceeded 5% of total contributions to the plans and the Company did not pay any material surcharges. As of December 31, 2011, there is no required minimum future contribution to the AMOPP or the SPP. The Company’s obligations for future contributions are based upon the number of employee’s subject to the collective bargaining agreements, their rates of pay and the number of days worked.

Under federal pension law, the AMOPP was deemed in critical status for the 2009 and 2010 plan years, the latest periods for which a report is available, as the funded percentage of the AMOPP was less than 65% of the pension liability. The AMOPP was frozen in January 2010 and a ten year rehabilitation plan was adopted by the AMOPP trustees in February 2010 whereby benefit changes and increased contributions by participating employers are expected to improve the funded status of the AMOPP. Based on an actuarial valuation performed as of September 30, 2010, the Company was advised that if it chose to withdraw from the AMOPP its withdrawal liability would have been $29.5 million. That liability may change in future years based on various factors, primarily employee census. As of December 31, 2011, the Company has no intention to withdraw from the AMOPP and no deficit amounts have been invoiced. Depending upon the results of the future actuarial valuations and the ten year rehabilitation plan, it is possible that the AMOPP will experience further funding deficits, requiring the Company to recognize additional payroll related operating expenses in the periods invoices are received or contribution levels are increased.

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The SPP was neither in endangered or critical status for the 2009 and 2010 plan years, the latest period for which a report is available, as the funded percentage of the SPP was in excess of 100%.

Other Plans. Certain employees participate in other defined contribution plans in the United States and various international regions including the United Kingdom and Singapore. During the years ended December 31, 2011, 2010 and 2009, the Company incurred costs of $0.3 million, $0.3 million and $0.4 million, respectively, in the aggregate related to these plans, primarily from employer matching contributions.

13. SHARE BASED COMPENSATION

Share Incentive Plans. SEACOR’s stockholders approved the 2007 Share Incentive Plan to provide for the grant of options to purchase shares of Common Stock, stock appreciation rights, restricted stock, stock awards, performance awards and restricted stock units to non-employee directors, key officers and employees of the Company. The 2007 Share Incentive Plan superseded the 1992 Non-Qualified Stock Option Plan, the 1996 Share Incentive Plan, the 2003 Non-Employee Director Share Incentive Plan and the 2003 Share Incentive Plan (collectively, the “Share Incentive Plans”). The Compensation Committee of the Board of Directors administers the Share Incentive Plans. A total of 4,650,000 shares of Common Stock have been authorized for grant under the Share Incentive Plans. All shares issued pursuant to such grants are newly issued shares of Common Stock. The exercise price per share of options granted cannot be less than 100% of the fair market value of Common Stock at the date of grant under the Share Incentive Plans. Grants to date have been limited to stock awards, restricted stock, restricted stock units and options to purchase shares of Common Stock.

Restricted stock and restricted stock units typically vest from one to five years after grant and options to purchase shares of Common Stock typically vest and become exercisable from one to five years after date of grant. Options to purchase shares of Common Stock granted under the Share Incentive Plans expire no later than the tenth anniversary of the date of grant. In the event of a participant’s death, retirement, termination by the Company without cause or a change in control of the Company, as defined in the Share Incentive Plans, restricted stock and restricted stock units vest immediately and options to purchase shares of Common Stock vest and become immediately exercisable.

Employee Stock Purchase Plans. SEACOR’s stockholders approved the 2009 Employee Stock Purchase Plan and the 2000 Employee Stock Purchase Plan (collectively, the “Employee Stock Purchase Plans”) to permit the Company to offer Common Stock for purchase by eligible employees at a price equal to 85% of the lesser of (i) the fair market value of Common Stock on the first day of the offering period or (ii) the fair market value of Common Stock on the last day of the offering period. Common Stock is made available for purchase under the Employee Stock Purchase Plans for six-month offering periods. The Employee Stock Purchase Plans are intended to comply with Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), but is not intended to be subject to Section 401(a) of the Code or the Employee Retirement Income Security Act of 1974. The Board of Directors of SEACOR may amend or terminate the Employee Stock Purchase Plans at any time; however, no increase in the number of shares of Common Stock reserved for issuance under the Employee Stock Purchase Plans may be made without stockholder approval. A total of 600,000 shares of Common Stock have been approved for purchase under the Employee Stock Purchase Plans with all shares issued from those held in treasury. Each of the Employee Stock Purchase Plans has a term of ten years.

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Share Award Transactions. The following transactions have occurred in connection with the Company’s share based compensation plans during the years ended December 31:

	2011			2010			2009
Restricted stock awards granted		183,500			230,662			141,750
Restricted stock awards forfeited		(4,100	)		(2,238	)		(7,550	)
Director stock awards granted		4,000			4,250			5,000
Restricted Stock Unit Activities:
Outstanding as of the beginning of year		531			1,070			1,445
Granted		650			63			600
Converted to shares		(51	)		(602	)		(975	)
Outstanding as of the end of year		1,130			531			1,070
Shares released from Deferred Compensation Plan		(63	)		(2,206	)		(1,207	)
Stock Option Activities:
Outstanding as of the beginning of year		1,130,356			1,220,601			1,129,685
Granted		290,960			244,450			223,850
Exercised		(146,169	)		(324,270	)		(93,394	)
Forfeited		(1,920	)		(6,100	)		(23,070	)
Expired		(1,035	)		(4,325	)		(16,470	)
Outstanding as of the end of year		1,272,192			1,130,356			1,220,601
Employee Stock Purchase Plan shares issued		47,376			39,231			49,077
Shares available for issuance under Share Incentive and Employee Stock Purchase Plans as of the end of year		538,287			1,057,781			1,624,172

During the years ended December 31, 2011, 2010 and 2009, the Company recognized $21.9 million, $19.6 million and $13.4 million, respectively, of compensation expense related to stock awards, stock options, employee stock purchase plan purchases, restricted stock and restricted stock units (collectively referred to as “share awards”). As of December 31, 2011, the Company had approximately $42.2 million in total unrecognized compensation costs of which $14.7 million and $11.4 million are expected to be recognized in 2012 and 2013, respectively, with the remaining balance recognized through 2016.

The weighted average values of grants under the Company’s Share Incentive Plans were $56.57, $53.05 and $36.57 for the years ended December 31, 2011, 2010 and 2009, respectively. The fair value of each option granted during the years ended December 31, 2011, 2010 and 2009 is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: (a) no dividend yield, (b) weighted average expected volatility of 30.7%, 29.3% and 31.5%, respectively, (c) weighted average discount rates of 1.65%, 1.86% and 2.04%, respectively, and (d) expected lives of 5.73 years, 5.90 years and 5.66 years, respectively.

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During the year ended December 31, 2011, the number of shares and the weighted average grant price of restricted stock and restricted stock unit transactions were as follows:

	Restricted Stock					Restricted Stock Units
	Number of Shares			Weighted Average Grant  Price		Number of Shares			Weighted Average Grant Price
Nonvested as of December 31, 2010		332,481		$	78.09		531		$	68.62
Granted		183,500		$	98.26		650		$	98.37
Vested		(18,975	)	$	82.16		(51	)	$	79.53
Forfeited		(4,100	)	$	76.89		—		$	—
Nonvested as of December 31, 2011		492,906		$	85.45		1,130		$	85.08

During the years ended December 31, 2011, 2010 and 2009, the total grant date fair value of restricted stock and restricted stock units that vested was $1.6 million, $18.9 million and $8.0 million, respectively. During the year ended December 31, 2010, the Company accelerated the vesting date for all restricted stock and restricted stock units that were scheduled to vest in 2011 into 2010 resulting in additional compensation expense of $3.1 million.

During the year ended December 31, 2011, the number of shares, the weighted average grant date fair value and the weighted average exercise price on stock option transactions were as follows:

	Nonvested Options					Vested/Exercisable Options					Total Options
	Number of Shares			Weighted Average Grant  Date Fair Value		Number of Shares			Weighted Average Exercise  Price		Number of Shares			Weighted Average Exercise  Price
Outstanding, as of December 31, 2010		573,400		$	25.03		556,956		$	53.29		1,130,356		$	59.77
Granted		290,960		$	29.73		—		$	—		290,960		$	92.43
Vested		(215,490	)	$	24.80		215,490		$	66.99		—		$	—
Exercised		—		$	—		(146,169	)	$	48.79		(146,169	)	$	48.79
Forfeited		(1,920	)	$	24.20		—		$	—		(1,920	)	$	65.02
Expired		—		$	—		(1,035	)	$	96.18		(1,035	)	$	96.18
Outstanding, as of December 31, 2011		646,950		$	27.23		625,242		$	59.04		1,272,192		$	68.49

During the years ended December 31, 2011, 2010 and 2009, the aggregate intrinsic value of exercised stock options was $6.8 million, $13.6 million and $3.8 million, respectively. As of December 31, 2011, the weighted average remaining contractual term for total outstanding stock options and vested/exercisable stock options was 6.25 and 3.90 years, respectively. As of December 31, 2011, the aggregate intrinsic value of all options outstanding and all vested/exercisable options outstanding was $27.8 million and $18.8 million, respectively.

As a result of the Special Cash Dividend (see Note 11) paid during the year ended December 31, 2010, the Company reduced the exercise prices for all outstanding stock options as of the Special Cash Dividend record date by the dividend amount of $15.00. As a result of the adjustment, both the aggregate intrinsic value and the ratio of the exercise price to the market price were approximately equal immediately prior to and after the Special Cash Dividend record date. As the adjustment was made in accordance with the anti-dilution provisions of the Share Incentive Plans, no compensation expense was recognized for the adjustment.

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14. RELATED PARTY TRANSACTIONS

The Company manages barge pools as part of its Inland River Services segment. Pursuant to the pooling agreements, operating revenues and expenses of participating barges are combined and the net results are allocated on a pro-rata basis based on the number of barge days contributed by each participant. Mr. Charles Fabrikant, the Executive Chairman of SEACOR, companies controlled by Mr. Fabrikant, and trusts for the benefit of Mr. Fabrikant’s two children, own barges that participate in the barge pools managed by the Company. Mr. Fabrikant and his affiliates were participants in the barge pools prior to the acquisition of SCF Marine Inc. by SEACOR in 2000. In the years ended December 31, 2011, 2010 and 2009, Mr. Fabrikant and his affiliates earned $1.2 million, $1.1 million and $1.0 million, respectively, of net barge pool results (after payment of $0.1 million, $0.1 million and $0.1 million, respectively, in management fees to the Company). As of December 31, 2011 and 2010, the Company owed Mr. Fabrikant and his affiliates $0.4 million and $0.5 million, respectively, for undistributed net barge pool results. Mr. Fabrikant and his affiliates participate in the barge pools on the same terms and conditions as other pool participants who are unrelated to the Company.

Mr. Fabrikant is also a director of Diamond Offshore Drilling, Inc. (“Diamond”), which is also a customer of the Company. The total amount earned from business conducted with Diamond did not exceed $5.0 million in any of the years ended December 31, 2011, 2010 or 2009.

15. COMMITMENTS AND CONTINGENCIES

The Company’s unfunded capital commitments as of December 31, 2011 consisted primarily of offshore support vessels, helicopters, inland river tank barges, harbor tugs, an interest in a river grain terminal, an interest in a dry-bulk articulated tug-barge and other property and equipment. These commitments totaled $312.5 million, of which $199.3 million is payable during 2012 with the balance payable through 2014. Of the total unfunded capital commitments, $43.6 million may be terminated without further liability other than the payment of liquidated damages of $1.4 million. Subsequent to December 31, 2011, the Company committed to purchase additional equipment for $50.3 million.

On August 19, 2011, the Company granted two fixed price purchase options to an unrelated third party to acquire up to 25% of the outstanding common stock of O’Brien’s Response Management Inc., a component of the Environmental Services business segment. The first option to acquire a 12.5% interest may be exercised beginning August 19, 2012 through August 19, 2014. If the first option is exercised, the second option to acquire an additional 12.5% may be exercised beginning August 19, 2013 through August 19, 2015.

On June 12, 2009, a purported civil class action was filed against the Company, Era Group Inc., Era Helicopters LLC and three other defendants (collectively, the “Defendants”) in the U.S. District Court for the District of Delaware, Superior Offshore International, Inc. v. Bristow Group Inc., et al., No. 09-CV-438 (D. Del.). The Complaint alleges that the Defendants violated federal antitrust law by conspiring with each other to raise, fix, maintain or stabilize prices for offshore helicopter services in the U.S. Gulf of Mexico during the period January 2001 to December 2005. The purported class of plaintiffs includes all direct purchasers of such services and the relief sought includes compensatory damages and treble damages. The Company believes that the claims set forth in the Complaint are without merit and intends to vigorously defend the action. On September 4, 2009, the Defendants filed a motion to dismiss the Complaint. On September 14, 2010, the Court entered an order dismissing the Complaint. On September 28, 2010, the plaintiffs filed a motion for reconsideration and amendment and a motion for re-argument (the “Motions”). On November 30, 2010, the Court granted the Motions, amended the Court’s September 14, 2010 Order to clarify that the dismissal was without prejudice, permitted the filing of an Amended Complaint, and authorized limited discovery with respect to the new allegations in the Amended Complaint. Following the completion of such limited discovery, on February 11, 2011, the Defendants filed a motion for summary judgment to dismiss the Amended Complaint with prejudice. On June 23, 2011, the Court granted summary judgment for the Defendants. On July 22, 2011, the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Third Circuit. On August 9, 2011, Defendants moved for certain excessive costs, expenses, and attorneys’ fees under 28 U.S.C. § 1927. That

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motion is fully briefed and a decision is pending. On October 11, 2011, the plaintiffs filed their opening appeal brief with the U.S. Court of Appeals for the Third Circuit. That motion is fully briefed and oral argument is calendared for March 20, 2012. The Company is unable to estimate the potential exposure, if any, resulting from these claims but believes they are without merit and will continue to vigorously defend the action.

On July 14, 2010, a group of individuals and entities purporting to represent a class commenced a civil action in the U.S. District Court for the Eastern District of Louisiana, Terry G. Robin, et al. v. Seacor Marine, L.L.C., et al., No. 2:10-cv-01986 (E.D. La.) (the “Robin Case”), in which they assert that support vessels, including vessels owned by the Company, responding to the explosion and resulting fire that occurred aboard the semi-submersible drilling rig, the Deepwater Horizon, were negligent in their efforts to save lives and put out the fire and contributed to the sinking of the Deepwater Horizon and subsequent oil spill. The action now is part of the overall multi-district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179 (“MDL”). The complaint seeks compensatory, punitive, exemplary, and other damages. In response to this lawsuit, the Company filed petitions seeking exoneration from, or limitation of liability in relation to, any actions that may have been taken by vessels owned by the Company to extinguish the fire. Pursuant to the Limitation of Liability Act, those petitions imposed an automatic stay on the Robin Case, and the court set a deadline of April 20, 2011 for individual claimants to assert claims in the limitation cases. Approximately 66 claims were submitted by the deadline in all of the limitation actions. On June 8, 2011, the Company moved to dismiss these claims (with the exception of one claim filed by a Company employee) on various legal grounds. On October 12, 2011, the Court granted the Company’s motion to dismiss in its entirety, dismissing with prejudice all claims that had been filed against the Company in the limitation actions (with the exception of one claim filed by a Company employee that was not subject to the motion to dismiss). The Court entered final judgments in favor of the Company in the Robin case and each of the limitation actions on November 21, 2011. On December 12, 2011, the claimants appealed each of those judgments to the Unites States Court of Appeals for the Fifth Circuit. A briefing schedule for the appeals has not yet been established. The Company is unable to estimate the potential exposure, if any, resulting from this matter but believes it is without merit and will continue to vigorously defend the action.

On July 20, 2010, two individuals purporting to represent a class commenced a civil action in the Civil District Court for the Parish of Orleans in the State of Louisiana, John Wunstell, Jr. and Kelly Blanchard v. BP, et al., No. 2010-7437 (Division K) (the “Wunstell Action”), in which they assert, among other theories, that Mr. Wunstell suffered injuries as a result of his exposure to certain noxious fumes and chemicals in connection with the provision of remediation, containment and response services by O’Brien’s Response Management Inc. (“O’Brien’s), a subsidiary of SEACOR. The action now is part of the overall MDL. The complaint also seeks to establish a “class-wide court-supervised medical monitoring program” for all individuals “participating in BP’s Deepwater Horizon Vessels of Opportunity Program and/or Horizon Response Program” who allegedly experience injuries similar to Mr. Wunstell. The Company believes this lawsuit has no merit and will seek its dismissal. Pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend O’Brien’s in connection with the Wunstell Action and claims asserted in the MDL.

On December 15, 2010, SEACOR subsidiaries O’Brien’s and National Response Corporation (“NRC”) were named as defendants in one of the several consolidated “master complaints” that have been filed in the overall MDL. The master complaint naming O’Brien’s and NRC asserts various claims on behalf of a putative class against multiple defendants concerning the clean-up activities generally, and the use of dispersants specifically. By court order, the Wunstell Action has been stayed as a result of the filing of the referenced master complaint. The Company believes that the claims asserted against its subsidiaries in the master complaint have no merit and on February 28, 2011, O’Brien’s and NRC moved to dismiss all claims against them in the master complaint on legal grounds. On September 30, 2011, the Court granted in part and denied in part the motion to dismiss that O’Brien’s and NRC had filed (an amended decision was issued on October 4, 2011 that corrected several grammatical errors and non-substantive oversights in the original order). Although the Court refused to dismiss the referenced master complaint in its entirety at that time, the Court did recognize the validity of the “derivative immunity” and “implied preemption” arguments that O’Brien’s and NRC advanced and has directed

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O’Brien’s and NRC to (i) conduct limited discovery to develop evidence to support those arguments and (ii) then re-assert the arguments. A schedule for such limited discovery and future motion practice has been established by the Court and currently contemplates that O’Brien’s and NRC will file motions re-asserting their derivative immunity and implied preemption arguments on May 18, 2012. The Court did, however, dismiss all state-law claims and certain other claims that had been asserted in the referenced master complaint, and dismissed the claims of all plaintiffs that have failed to allege a legally-sufficient injury. Finally, the Court stated that the plaintiffs could file an amended master complaint and the plaintiffs have indicated that they intend to do so. In addition to the indemnity provided to O’Brien’s, pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend O’Brien’s and NRC in connection with these claims in the MDL.

Subsequent to the filing of the referenced master complaint, four additional individual civil actions have been filed in the U.S. District Court for the Eastern District of Louisiana concerning the clean-up activities generally, which name the Company, O’Brien’s and/or NRC as defendants and are part of the overall MDL. On April 8, 2011, O’Brien’s was named as a defendant in Johnson Bros. Corporation of Louisiana v. BP, PLC, et al., No. 2:11-cv-00781 (E.D. La.), which is a suit by an individual business seeking damages allegedly caused by a delay on a construction project alleged to have resulted from the clean-up operations. On April 15, 2011, O’Brien’s and NRC were named as defendants in James and Krista Pearson v. BP Exploration & Production, Inc., et al., No. 2:11-cv-00863 (E.D. La.), which is a suit by a husband and wife, who allegedly participated in the clean-up effort and are seeking damages for personal injury, property damage to their boat, and amounts allegedly due under contract. On April 15, 2011, O’Brien’s and NRC were named as defendants in Thomas Edward Black v. BP Exploration & Production, Inc., et al., No. 2:11-cv-00867 (E.D. La.), which is a suit by an individual who is seeking damages for lost income because he allegedly could not find work in the fishing industry after the oil spill. On April 20, 2011, a complaint was filed in Darnell Alexander, et al. v. BP, PLC, et al., No. 2:11-cv-00951 (E.D. La.) on behalf of 117 individual plaintiffs that seek to adopt the allegations made in the referenced master complaint against O’Brien’s and NRC (and the other defendants). By court order, all four of these additional individual cases have been stayed as a result of the filing of the referenced master complaint. The Company is unable to estimate the potential exposure, if any, resulting from this matter but believes it is without merit and does not expect this matter will have a material effect on the Company’s consolidated financial position or its results of operations.

On February 18, 2011, Triton Asset Leasing GmbH, Transocean Holdings LLC, Transocean Offshore Deepwater Drilling Inc., and Transocean Deepwater Inc. (collectively “Transocean”) named O’Brien’s and NRC as third-party defendants in a Rule 14(c) Third-Party Complaint in Transocean’s own Limitation of Liability Act action, which is part of the overall MDL, tendering to O’Brien’s and NRC the claims in the referenced master complaint that have already been asserted against O’Brien’s and NRC. Transocean, Cameron International Corporation, Halliburton Energy Services, Inc., M-I L.L.C., Weatherford U.S., L.P., and Weatherford International, Inc. have also filed cross-claims against O’Brien’s and NRC for contribution and tort indemnity should they be found liable for any damages in Transocean’s Limitation of Liability Act action and O’Brien’s and NRC have asserted counterclaims against those same parties for identical relief. As provided above, the Company is unable to estimate the potential exposure, if any, resulting from these actions but believes they are without merit and does not expect this matter will have a material effect on the Company’s consolidated financial position or its results of operations.

In the normal course of its business, the Company becomes involved in various other litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its financial statements related thereto where appropriate. It is possible that a change in the Company’s estimates of that exposure could occur, but the Company does not expect such changes in estimated costs would have a material effect on the Company’s consolidated financial position or its results of operations.

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During the year ended December 31, 2010, the Company received notice from the IRS of $12.6 million in proposed penalties regarding Marine Transportation Services’ informational excise tax filings for prior years. In February 2012, the Company settled the matter with the IRS with no material effect on the Company’s consolidated financial position or its results of operations.

During the year ended December 31, 2011, the Company received a Notice of Infringement (the “Notice”) from the Brazilian Federal Revenue Office. The Notice alleged the Company had imported a number of vessels into Brazil without properly completing the required importation documents and levied an assessment of $25.7 million. The Company intends to vigorously defend its position that the proposed assessment is erroneous and believes the resolution of this matter will not have a material effect on the Company’s consolidated financial position or its results of operations. Of the levied assessment, $19.3 million relates to managed vessels whose owner would be responsible to reimburse any potential payment.

As of December 31, 2011, the Company leases 24 offshore support vessels, eleven helicopters, two barges, two tankers and certain facilities and other equipment. These leasing agreements have been classified as operating leases for financial reporting purposes and related rental fees are charged to expense over the lease terms. The leases generally contain purchase and lease renewal options or rights of first refusal with respect to the sale or lease of the equipment. The lease terms of the tankers, which are subject to subleases, have durations of 130 and 146 months. The lease terms of the other equipment range in duration from one to seven years. Certain of the equipment leases are the result of sale-leaseback transactions with finance companies (see Note 4) and certain of the gains arising from such sale-leaseback transactions have been deferred in the accompanying consolidated balance sheets and are being amortized as reductions in rental expense over the lease terms (see Note 1).

Total rental expense for the Company’s operating leases in 2011, 2010 and 2009 was $57.9 million, $56.0 million and $65.5 million, respectively. Future minimum payments in the years ended December 31 under operating leases that have a remaining term in excess of one year as of December 31, 2011 were as follows (in thousands):

	Total  Minimum Payments		Non-cancellable Subleases(1)			Net Minimum Payments
2012	$	44,564	$	(17,392	)	$	27,172
2013		41,806		(17,345	)		24,461
2014		36,582		(17,345	)		19,237
2015		32,533		(17,345	)		15,188
2016		26,152		(17,392	)		8,760
Years subsequent to 2016		127,456		(110,817	)		16,639

(1) The total minimum offsetting payments to be received under existing long-term bareboat charter-out arrangements (see Note 4).

16. MAJOR CUSTOMERS AND SEGMENT INFORMATION

Accounting standards require public business enterprises to report information about each of their operating business segments that exceed certain quantitative thresholds or meet certain other reporting requirements. Operating business segments have been defined as a component of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has identified the following reporting segments:

Offshore Marine Services. Offshore Marine Services operates a diversified fleet of support vessels primarily servicing offshore oil and gas exploration, development and production facilities worldwide. Vessels in this service are employed to deliver cargo and personnel to offshore installations, handle anchors for drilling rigs and other marine equipment, support offshore construction and maintenance work, provide standby safety support and emergency response services. From time to time, Offshore Marine Services supports projects such as

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well stimulation, seismic data gathering and offshore accommodation. On December 22, 2011, Offshore Marine Services acquired a controlling interest in a business that owns and operates vessels primarily being used to move personnel and supplies to offshore wind turbines. Offshore Marine Services also offers logistics services in support of offshore oil and gas exploration, development and production operations, including shorebased, marine transport and other supply chain management services. Offshore Marine Services contributed 18%, 19% and 33% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

Aviation Services. Aviation Services is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the United States, which is its primary area of operation. Aviation Services is primarily engaged in transportation services to the offshore oil and gas exploration, development and production industry. Its major customers are major integrated and independent oil and gas companies and U.S. government agencies. In addition to serving the oil and gas industry, Aviation Services provides air medical services, firefighting support, flightseeing tours in Alaska, and emergency search and rescue services. Aviation Services operates a fixed base operation (“FBO”) at Ted Stevens Anchorage International Airport and a Federal Aviation Administration (“FAA”) approved maintenance repair station in Lake Charles, Louisiana. Aviation Services has an interest in a sales and manufacturing organization based in Canada that engineers, manufactures and distributes after-market helicopter parts and accessories, and has an interest in a training center based in Lake Charles, Louisiana, that provides instruction, flight simulator and other training service. Aviation Services contributed 12%, 9% and 14% of consolidated operating revenues in 2011, 2010 and 2009 respectively.

Inland River Services. Inland River Services owns, operates, invests in and markets inland river transportation equipment primarily transporting agricultural and industrial commodities, and chemical and petrochemical products on the U.S. Inland River Waterways, primarily the Mississippi River, Illinois River, Tennessee River, Ohio River and their tributaries, and the Gulf Intracoastal Waterways. Inland River Services also owns towboats used for moving barges, fleeting operations and deck barges. Inland River Services also has interests in operations on the Magdalena River in Colombia and on the Parana-Paraguay Rivers in Argentina, and a transshipment terminal at the Port of Ibicuy, Argentina. In addition to its primary barge business, Inland River Services also has interests in high-speed multi-modal terminal facilities and provides a broad range of services including machine shop, gear and engine repairs, repair of barges and towboats at strategic locations on the U.S. Inland River Waterways. Inland River Services contributed 9%, 6% and 9% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

Marine Transportation Services. Marine Transportation Services’ fleet consists of seven U.S.-flag product tankers, of which five are owned and two are leased, providing marine transportation services for petroleum products and chemicals moving in the U.S. domestic coastwise trade, and eight Roll-on/Roll-off (“RORO”) vessels engaged in the shipping trade between the United States, the Bahamas and the Caribbean. Marine Transportation Services contributed 4%, 3% and 5% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

Environmental Services. Environmental Services primarily provides emergency preparedness and response services to oil, chemical, industrial and marine transportation clients, and government agencies in the United States and abroad. In the United States, these services are generally rendered to those clients who store, transport, produce or handle petroleum and certain non-petroleum oils that are subject to the provisions of OPA 90 and various other federal, state and municipal regulations. Internationally, these services may be required by legislation and regulation of countries, international maritime conventions and environmental covenants placed on clients by their lending institutions. To a lesser extent, Environmental Services provides emergency preparedness and response services to governmental agencies arising from natural disasters and homeland security issues such as debris removal monitoring, public assistance projects, bio-terrorism, pandemic influenza and port security. Environmental Services also provides other services to oil, chemical, industrial and government clients including crisis communications, emergency preparedness and response software, hazardous waste management, stand-by fire-fighting, industrial and marine cleaning, salvage support, petroleum storage tank cleaning and removal, and site remediation services. Environmental Services contributed 10%, 33% and 8% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

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Commodity Trading and Logistics. Commodity Trading and Logistics operates an integrated business involved in the purchase, storage, transportation and sale of agricultural and energy commodities. The principal commodities currently involved are sugar, ethanol, clean blendstocks and crude oil. Commodity Trading and Logistics contributed 44%, 28% and 28% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

Other Activities.

Harbor and Offshore Towing Services. As of December 31, 2011, Harbor and Offshore Towing Services operated a total of five ocean liquid tank barges and 28 vessels, of which 13 were conventional tugs, five were Azimuth Stern Drive tugs, three were Forward Azimuth Drive tugs, two were tractor tugs and five were Ship Docking Modules (“SDM™”). SDMs™ are innovative vessels designed and patented by the Company that are maneuverable, efficient and flexible and require fewer crew members than conventional harbor tugs.

Other Joint Ventures, Leasing and Other Activities. The Company has investments in 50% or less owned companies which include a company that designs and manufactures water treatment systems for sale or lease, and three industrial aviation services businesses in Asia. The Company also engages in lending and leasing activities.

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The following tables summarize the operating results, capital expenditures and assets of the Company’s reportable segments.

	Offshore Marine Services $’000			Aviation Services $’000			Inland River Services $’000		Marine Transportation Services $’000			Environmental Services $’000			Commodity Trading and Logistics $’000			Other $’000			Corporate and Eliminations $’000			Total $’000
For the year ended December 31, 2011
Operating Revenues:
External customers		376,607			258,130			177,212		92,786			211,606			955,688			69,913			—			2,141,942
Intersegment		181			18			10,445		350			30			—			15			(11,039	)		—
		376,788			258,148			187,657		93,136			211,636			955,688			69,928			(11,039	)		2,141,942
Costs and Expenses:
Operating		269,203			162,707			119,499		53,095			136,013			940,506			37,691			(10,527	)		1,708,187
Administrative and general		47,201			31,893			11,339		8,864			33,014			8,404			11,942			34,890			187,547
Depreciation and amortization		48,477			42,612			23,494		22,079			9,473			57			8,774			1,858			156,824
		364,881			237,212			154,332		84,038			178,500			948,967			58,407			26,221			2,052,558
Gains (Losses) on Asset Dispositions and Impairments, Net		14,661			15,172			2,964		1,125			(54	)		—			226			(144	)		33,950
Operating Income (Loss)		26,568			36,108			36,289		10,223			33,082			6,721			11,747			(37,404	)		123,334
Other Income (Expense):
Derivative losses, net		—			(1,326	)		—		—			—			(5,734	)		—			(29,075	)		(36,135	)
Foreign currency gains (losses), net		(3,102	)		516			—		(11	)		12			104			(98	)		3,395			816
Other, net		278			9			4		274			2			(167	)		981			(521	)		860
Equity in Earnings (Losses) of 50% or Less Owned Companies		9,189			82			4,136		(74	)		(53	)		(1,815	)		(1,524	)		—			9,941
Segment Profit (Loss)		32,933			35,389			40,429		10,412			33,043			(891	)		11,106
Other Income (Expense) not included in Segment Profit																									(35,481	)
Less Equity Earnings included in Segment Profit																									(9,941	)
Income Before Taxes and Equity Earnings																									53,394
Capital Expenditures		88,248			158,929			44,693		12,516			8,397			130			16,356			3,043			332,312
As of December 31, 2011
Property and Equipment		654,819			709,451			383,292		226,142			37,045			229			154,945			20,149			2,186,072
Investments, at Equity, and Advances to 50% or Less Owned Companies		68,330			50,263			50,183		12,284			2,279			11,790			56,709			—			251,838
Goodwill		13,367			352			4,345		550			45,151			—			1,302			—			65,067
Intangible Assets		5,971			—			7,324		1,528			6,586			—			417			—			21,826
Other current and long-term assets, excluding cash and near cash assets(1)		131,921			91,648			74,987		4,675			63,221			116,100			73,520			31,505			587,577
Segment Assets		874,408			851,714			520,131		245,179			154,282			128,119			286,893
Cash and near cash assets(1)																									815,754
Total Assets																									3,928,134

(1) Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds.

162

	Offshore Marine Services $’000		Aviation Services $’000			Inland River Services $’000		Marine Transportation Services $’000			Environmental Services $’000			Commodity Trading and Logistics $’000			Other $’000			Corporate and Eliminations $’000			Total $’000
For the year ended December 31, 2010
Operating Revenues:
External customers		499,885		235,395			149,273		76,163			874,361			741,896			72,395			—			2,649,368
Intersegment		15,971		(29	)		12,424		—			32			—			440			(28,838	)		—
		515,856		235,366			161,697		76,163			874,393			741,896			72,835			(28,838	)		2,649,368
Costs and Expenses:
Operating		309,587		147,233			97,178		39,275			593,288			729,135			43,365			(28,834	)		1,930,227
Administrative and general		50,795		25,798			10,691		5,002			31,555			11,435			11,472			45,770			192,518
Depreciation and amortization		51,760		43,351			20,721		28,645			8,396			61			8,803			1,753			163,490
		412,142		216,382			128,590		72,922			633,239			740,631			63,640			18,689			2,286,235
Gains (Losses) on Asset Dispositions and Impairments, Net		29,474		764			31,928		(18,688	)		510			—			1,203			47			45,238
Operating Income (Loss)		133,188		19,748			65,035		(15,447	)		241,664			1,265			10,398			(47,480	)		408,371
Other Income (Expense):
Derivative gains (losses), net		—		(118	)		—		—			—			(4,580	)		—			10,903			6,205
Foreign currency gains (losses), net		1,622		(1,511	)		—		22			(105	)		(531	)		(16	)		(5,608	)		(6,127	)
Other, net		1		50			2,237		—			1			787			44			597			3,717
Equity in Earnings (Losses) of 50% or Less Owned Companies		9,306		(137	)		3,708		—			683			(604	)		223			—			13,179
Segment Profit (Loss)		144,117		18,032			70,980		(15,425	)		242,243			(3,663	)		10,649
Other Income (Expense) not included in Segment Profit (Loss)																								(38,687	)
Less Equity Earnings included in Segment Profit																								(13,179	)
Income Before Taxes and Equity Earnings																								373,479
Capital Expenditures		80,172		130,770			23,610		6,254			7,341			—			12,656			(10,177	)		250,626
As of December 31, 2010
Property and Equipment		613,506		612,078			317,628		218,615			34,618			156			153,014			19,107			1,968,722
Investments, at Equity, and Advances to 50% or Less Owned Companies		45,384		27,912			40,553		—			2,160			14,467			51,911			—			182,387
Goodwill		13,367		353			1,743		—			45,014			—			1,302			—			61,779
Intangible Assets		8,013		—			1,094		1,936			9,596			—			530			—			21,169
Other current and long-term assets, excluding cash and near cash assets(1)		138,456		72,570			61,499		4,034			230,164			63,680			44,267			57,689			672,359
Segment Assets		818,726		712,913			422,517		224,585			321,552			78,303			251,024
Cash and near cash assets(1)																								853,973
Total Assets																								3,760,389

(1) Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds.

163

	Offshore Marine Services $’000			Aviation Services $’000			Inland River Services $’000		Marine Transportation Services $’000			Environmental Services $’000			Commodity Trading and Logistics $’000			Other $’000			Corporate and Eliminations $’000			Total $’000
For the year ended December 31, 2009
Operating Revenues:
External customers		557,269			235,595			143,503		92,866			145,648			472,575			63,882			—			1,711,338
Intersegment		5,022			72			11,595		—			119			—			472			(17,280	)		—
		562,291			235,667			155,098		92,866			145,767			472,575			64,354			(17,280	)		1,711,338
Costs and Expenses:
Operating		309,635			147,955			89,444		50,568			103,761			460,713			40,572			(17,552	)		1,185,096
Administrative and general		47,031			21,396			8,764		4,122			25,452			12,644			10,422			32,167			161,998
Depreciation and amortization		54,869			37,358			19,357		32,006			7,150			29			8,172			1,151			160,092
		411,535			206,709			117,565		86,696			136,363			473,386			59,166			15,766			1,507,186
Gains (Losses) on Asset Dispositions and Impairments, Net		22,490			316			4,706		—			(197	)		—			363			(3	)		27,675
Operating Income (Loss)		173,246			29,274			42,239		6,170			9,207			(811	)		5,551			(33,049	)		231,827
Other Income (Expense):
Derivative gains (losses), net		(175	)		266			—		—			—			4,028			—			6,842			10,961
Foreign currency gains (losses), net		2,451			1,439			—		(1	)		9			498			136			3,555			8,087
Other, net		182			—			—		—			—			25			(54	)		91			244
Equity in Earnings (Losses) of 50% or Less Owned Companies		9,867			(487	)		3,882		—			225			(95	)		(811	)		—			12,581
Segment Profit		185,571			30,492			46,121		6,169			9,441			3,645			4,822
Other Income (Expense) not included in Segment Profit																									(36,105	)
Less Equity Earnings included in Segment Profit																									(12,581	)
Income Before Taxes and Equity Earnings																									215,014
Capital Expenditures		39,135			90,762			14,711		124			7,336			120			23,076			4,760			180,024
As of December 31, 2009
Property and Equipment		727,256			523,195			267,971		364,745			35,728			228			155,599			4,026			2,078,748
Investments, at Equity, and Advances to 50% or Less Owned Companies		48,460			26,399			84,581		—			2,109			14,567			10,698			—			186,814
Goodwill		13,367			353			1,743		—			37,806			—			1,302			—			54,571
Intangible Assets		10,226			—			1,465		2,332			8,891			—			640			—			23,554
Other current and long-term assets, excluding cash and near cash assets(1)		171,521			69,679			56,914		8,658			41,943			86,676			27,061			59,673			522,125
Segment Assets		970,830			619,626			412,674		375,735			126,477			101,471			195,300
Cash and near cash assets(1)																									857,807
Total Assets																									3,723,619

(1) Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds.

164

In 2010, one customer (BP p.l.c.) was responsible for $871.4 million, or 33%, of consolidated operating revenues. In 2011 and 2009, the Company did not earn revenues that were greater than or equal to 10% of total revenues from a single customer. For the years ended December 31, 2011, 2010 and 2009, approximately 30%, 16% and 30%, respectively, of the Company’s operating revenues were derived from its foreign operations. The Company’s foreign revenues are primarily derived from its Offshore Marine Services and Aviation Services fleet. These assets are highly mobile and regularly and routinely move between countries within a geographical region of the world. In addition, these assets may be redeployed among the geographical regions as changes in market conditions dictate. Because of this asset mobility, revenues and long-lived assets, primarily property and equipment, in any one country are not considered material. The following represents the Company’s revenues attributed by geographical region in which services are provided to customers for the years ended December 31 (in thousands):

	2011		2010		2009
Operating Revenues:
United States	$	1,505,704	$	2,229,353	$	1,190,218
Africa, primarily West Africa		77,306		123,073		191,360
Europe, primarily North Sea		87,680		76,009		73,848
Asia		18,462		34,809		35,737
Middle East		57,937		58,904		81,970
Brazil, Mexico, Central and South America		352,983		103,136		115,703
Other		41,870		24,084		22,502
	$	2,141,942	$	2,649,368	$	1,711,338

The Company’s long-lived assets are primarily its property and equipment that are employed in various geographical regions of the world. The following represents the Company’s property and equipment based upon the assets’ physical location as of December 31 (in thousands):

	2011		2010		2009
Property and Equipment:
United States	$	1,441,862	$	1,340,611	$	1,386,745
Africa, primarily West Africa		90,483		129,198		128,745
Europe, primarily North Sea		111,292		76,154		69,893
Asia		61,830		44,496		49,550
Middle East		76,062		65,314		83,107
Brazil, Mexico, Central and South America		315,375		267,623		306,265
Other		89,168		45,326		54,443
	$	2,186,072	$	1,968,722	$	2,078,748

165

17. SUPPLEMENTAL INFORMATION FOR STATEMENTS OF CASH FLOWS

Supplemental information for the years ended December 31 was as follows (in thousands):

	2011		2010		2009
Income taxes paid	$	8,398	$	151,501	$	47,535
Income taxes refunded		2,499		25,901		7,534
Interest paid, excluding capitalized interest		39,559		43,445		52,155
Schedule of Non-Cash Investing and Financing Activities:
Company financed purchase of noncontrolling interests		—		—		7,000
Company financed sale of vessels		11,889		7,088		7,603
Equipment received on extinguishment of note receivable		—		6,211		—
Contribution of assets to business ventures		12,361		—		14,685
Contribution of assets from noncontrolling interests		124		—		—
Settlement of Convertible Debentures, including purchase of conversion option – Common Stock		—		—		217,174

18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Selected financial information for interim quarterly periods is presented below (in thousands, except share data). Earnings per common share of SEACOR Holdings Inc. are computed independently for each of the quarters presented and the sum of the quarterly earnings per share may not necessarily equal the total for the year.

	Three Months Ended
	Dec. 31,		Sept. 30,		June 30,		March 31,
2011
Operating Revenues	$	561,808	$	571,424	$	536,446	$	472,264
Operating Income		41,791		28,438		31,050		22,055
Net Income		17,252		4,062		9,367		11,469
Net Income attributable to SEACOR Holdings Inc.		17,040		3,815		9,031		11,170
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	0.81	$	0.18	$	0.43	$	0.53
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	0.80	$	0.18	$	0.42	$	0.52
2010
Operating Revenues	$	580,384	$	979,833	$	694,576	$	394,575
Operating Income		39,643		228,571		126,516		13,641
Net Income		27,200		150,272		64,647		3,865
Net Income attributable to SEACOR Holdings Inc.		27,103		149,938		64,082		3,601
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	1.30	$	7.21	$	2.95	$	0.16
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	1.27	$	7.14	$	2.93	$	0.16
Special Cash Dividend Declared and Paid Per Common Share of SEACOR Holdings Inc.	$	15.00	$	—	$	—	$	—

166

SEACOR HOLDINGS INC.

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2011, 2010 and 2009

(in thousands)

Description	Balance Beginning of Year		Charges (Credits) to Cost and Expenses			Deductions(1)			Balance End of Year
Year Ended December 31, 2011
Allowance for doubtful accounts (deducted from trade and notes receivable)	$	6,042	$	(186	)	$	(2,204	)	$	3,652
Year Ended December 31, 2010
Allowance for doubtful accounts (deducted from trade and notes receivable)	$	5,909	$	1,330		$	(1,197	)	$	6,042
Year Ended December 31, 2009
Allowance for doubtful accounts (deducted from trade and notes receivable)	$	6,618	$	1,717		$	(2,426	)	$	5,909

(1) Trade and notes receivable amounts deemed uncollectible that were removed from accounts receivable and allowance for doubtful accounts.

167

EXHIBIT INDEX

Exhibit Number	Description
3.1*	Restated Certificate of Incorporation of SEACOR Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 (a) of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997 and filed with the Commission on May 15, 1997).
3.2*	Certificate of Amendment to the Restated Certificate of Incorporation of SEACOR Holdings, Inc. (incorporated herein by reference to Exhibit 3.1(b) of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997 and filed with the Commission on May 15, 1997).
3.3*	Certificate of Amendment to the Restated Certificate of Incorporation of SEACOR Holdings Inc. (incorporated herein by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (No. 333-126613) filed with the Commission on July 15, 2005).
3.4*	Fourth Amended and Restated Bylaws of SEACOR Holdings Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2010).
4.1*	Form of Indenture, dated as of January 10, 2001, among SEACOR SMIT Inc. and U.S. Bank Trust National Association as trustee (incorporated herein by reference to Exhibit 4.2 to Amendment No. 1 of the Company’s Registration Statement on Form S-3/A (No. 333-53326) filed with the Commission on January 18, 2001).
4.2*	Form of Indenture, dated as of January 10, 2001, among SEACOR SMIT Inc. and U.S. Bank Trust National Association as trustee (incorporated herein by reference to Exhibit 4.3 to Amendment No. 1 of the Company’s Registration Statement on Form S-3/A (No. 333-53326) filed with the Commission on January 18, 2001).
4.3*	First Supplemental Indenture, dated as of September 27, 2002, to Indenture, dated as of January 10, 2001, between SEACOR SMIT Inc. and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with Commission on October 1, 2002).
4.4*	Indenture, dated as of August 5, 2003, among Seabulk International, Inc., the Guarantors named therein, and Wachovia Bank, National Association, as Trustee (including forms of notes) (incorporated herein by reference to Exhibit 4.7 of Seabulk International, Inc.’s Registration Statement on Form S-4 (No. 333-110138) filed with the Commission on October 31, 2003).
4.5*	Supplemental Indenture, dated September 24, 2009, between SEACOR Holdings Inc. and U.S. Bank National Association, as trustee (including therein Form of Global Note 7.375% Senior Notes Due 2019) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with Commission on September 24, 2009).
10.1*+	SEACOR Holdings Inc. 1996 Share Incentive Plan (incorporated herein by reference to Annex A of the Company’s Proxy Statement on DEF 14-A filed with the Commission on March 18, 1996).
10.2*+	SEACOR SMIT Inc. 2000 Stock Option Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2000 and filed with the Commission on August 14, 2000).
10.3*	Form of Management Agreement (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the Commission on December 24, 1996).
10.4*	License Agreement, dated December 19, 1996, between SEACOR Holdings Inc., certain subsidiaries of SEACOR Holdings Inc. and Smit Intenationale N.V. (incorporated herein by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the Commission on December 24, 1996).

168

Exhibit Number	Description
10.5*+	Form of Type A Restricted Stock Grant Agreement (incorporated herein by reference to Exhibit 10.35 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed with the Commission on March 30, 2000).
10.6*+	Form of Type B Restricted Stock Grant Agreement (incorporated herein by reference to Exhibit 10.36 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed with the Commission on March 30, 2000).
10.7*+	Form of Option Agreement for Officers and Key Employees Pursuant to the SEACOR SMIT Inc. 1996 Share Incentive Plan (incorporated herein by reference to Exhibit 10.37 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed with the Commission on March 30, 2000).
10.8*+	SEACOR SMIT Inc. 2003 Non-Employee Director Share Incentive Plan (incorporated herein by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the Commission on March 15, 2004).
10.9*+	SEACOR SMIT Inc. 2003 Share Incentive Plan (incorporated herein by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the Commission on March 15, 2004).
10.10*+	Form of Option Agreement for Officers and Key Employees Pursuant to the SEACOR Holdings Inc. 2003 Share Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on November 24, 2004).
10.11*+	Form of Restricted Stock Grant Agreement under the Company’s 2003 Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on November 24, 2004).
10.12*	Form of Warrant Exchange Agreement (incorporated herein by reference to Exhibit 10.32 of the Company’s Registration Statement (No. 333-124232) on Form S-4/A filed with the Commission on May 25, 2005).
10.13*+	SEACOR Nonqualified Deferred Compensation Plan, dated as of October 15, 2005 (incorporated herein by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the Commission on October 28, 2005).
10.14*	Revolving Credit Facility Agreement, dated November 3, 2006, between SEACOR Holdings Inc. as Borrower, and DNB Nor, ASA, as Agent (incorporated herein by reference to Exhibit 10.1 of SEACOR’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006 filed with the Commission on November 7, 2006).
10.15*+	SEACOR SMIT Inc. 2000 Employee Stock Purchase Plan, as amended February 14, 2001 (incorporated herein by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (No. 333-56714) filed with the Commission on March 8, 2001).
10.16*+	SEACOR Holdings Inc. 2007 Share Incentive Plan (incorporated herein by reference to Annex A of the Company’s Proxy Statement on DEF 14-A filed with the Commission on April 13, 2007).
10.17*	Amendment No. 1 to Revolving Credit Facility Agreement dated as of November 3, 2006 (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on July 10, 2007).
10.18*+	Form of Non-Employee Director Annual Share Incentive Grant Agreement (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on May 8, 2008).

169

Exhibit Number	Description
10.19*+	Form of Stock Option Grant Agreement for Officers and Key Employees Pursuant to the SEACOR Holdings Inc. 2007 Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on May 8, 2008).
10.20*+	Form of Restricted Stock Grant Agreement (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Commission on May 8, 2008).
10.21*+	SEACOR Holdings Inc. 2009 Employee Stock Purchase Plan effective March 11, 2009 (incorporated herein by reference to Appendix A of the Company’s Proxy Statement on DEF 14-A filed with the Commission on April 7, 2009).
10.22*+	SEACOR Holdings Inc. 2007 Share Incentive Plan (as amended through March 11, 2009) (incorporated herein by reference to Appendix B of the Company’s Proxy Statement on DEF 14-A filed with the Commission on April 7, 2009).
10.23*+	SEACOR Holdings Inc. Management Incentive Plan (incorporated herein by reference to Appendix C of the Company’s Proxy Statement on DEF 14-A filed with the Commission on April 7, 2009).
10.24*+	Form of Restricted Stock Grant Agreement Pursuant to the SEACOR Holdings Inc. Amended 2007 Share Incentive Plan (incorporated herein by reference to Exhibit 10.31 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the Commission on February 25, 2011).
10.25	Senior Secured Revolving Credit Facility Agreement by and among (1) Era Group Inc., (2) Wells Fargo Securities, LLC, JP Morgan Chase Bank, N.A., Deutsche Bank Securities Inc., Suntrust Robinson Humphrey, Inc. and Regions Bank, as mandated lead arrangers, (3) Wells Fargo Securities, LLC, JP Morgan Chase Bank, N.A., Deutsche Bank Securities Inc., Suntrust Robinson Humphrey, Inc. and Regions Bank, as bookrunners, (4) Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, (5) JP Morgan Chase Bank, N.A., as syndication agent, (6) Deutsche Bank Securities Inc., Suntrust Bank and Regions Bank, as co-documentation agents, (7) Compass Bank, Whitney Bank, Goldman Sachs Bank USA, Comerica Bank and The Northern Trust Company, as managing agents, (8) Wells Fargo, as swing line bank, and (9) banks and financial institutions whose names and addresses are set out in Schedule A to the agreement.
10.26+	Compensation Arrangements for the Executive Officers.
10.27+	Compensation of Non-Employee Directors.
21.1	List of Registrant’s Subsidiaries.
23.1	Consent of Independent Registered Public Accounting Firm.
31.1	Certification by the Principal Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
31.2	Certification by the Principal Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
32.1	Certification by the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification by the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL instance Document
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase

170

Exhibit Number	Description
101.DEF**	XBRL Taxonomy Extension Definition Linkbase
101.LAB**	XBRL Taxonomy Extension Label Linkbase
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase

* Incorporated herein by reference as indicated.

+ Management contracts or compensatory plans or arrangements required to be filed as an Exhibit pursuant to Item 15 (b) of the rules governing the preparation of this Annual Report on Form 10-K.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

171

EX-10.25

Exhibit 10.25

AGREEMENT FOR

A

U.S. $350,000,000

SENIOR SECURED REVOLVING CREDIT FACILITY

TO BE MADE AVAILABLE TO

ERA GROUP INC.

BY

WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A.,

DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC.,

and REGIONS BANK,

as Mandated Lead Arrangers and Bookrunners

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

JPMORGAN CHASE BANK, N.A., as Syndication Agent

DEUTSCHE BANK SECURITIES INC., SUNTRUST BANK and REGIONS BANK,

as Co-Documentation Agents

COMPASS BANK, WHITNEY BANK, GOLDMAN SACHS BANK USA, COMERICA

BANK and THE NORTHERN TRUST COMPANY,

as Managing Agents

AND

THE FINANCIAL INSTITUTIONS

IDENTIFIED ON SCHEDULE A,

as Lenders

December 22, 2011

INDEX

SECTION 1.	DEFINITIONS	1
1.1.	Defined Terms	1
1.2.	Computation of Time Periods; Other Definitional Provisions	32
1.3.	Accounting Terms	32
1.4.	Certain Matters Regarding Materiality	32
1.5.	Forms of Documents	32
1.6.	Headings	32
SECTION 2.	REPRESENTATIONS AND WARRANTIES	33
2.1.	Representations and Warranties	33
SECTION 3.	ADVANCES OF THE FACILITY/LETTERS OF CREDIT	40
3.1.	Purpose	40
3.2.	Revolving Credit Advances	40
3.3.	Swing Line Advances	40
3.4.	Availability Generally	41
3.5.	Revolving Credit Advance Drawdown Notice	41
3.6.	Swing Line Advance Drawdown Notice	42
3.7.	Drawdown Notice a Warranty	42
3.8.	Notation of Advance on Note	42
3.9.	Letters of Credit	42
3.10.	Request for Issuance of Letter of Credit	43
3.11.	Letter of Credit Payments Deemed Advances	43
3.12.	Letter of Credit Participation	44
3.13.	Collateral Account	45
SECTION 4.	CONDITIONS	46
4.1.	Conditions Precedent to Drawdown of the Initial Advance under the Credit Facility	46
4.2.	Further Conditions Precedent	50
4.3.	Break Funding Costs	50
4.4.	Satisfaction after Drawdown	50
SECTION 5.	REPAYMENT, PREPAYMENT AND REDUCTION	51
5.1.	Repayment	51
5.2.	Optional Prepayment	51
5.3.	Mandatory Prepayment	51
5.4.	Voluntary Permanent Reduction of the Committed Amount of the Credit Facility	51
5.5.	Reduction of Commitment	51
SECTION 6.	INTEREST AND RATE	52
6.1.	Applicable Rate	52
6.2.	LIBOR; Interest Periods	52
6.3.	Interest Payments	52
6.4.	Interest Due Only on Banking Day	52
6.5.	Calculation of Interest	52

SECTION 7.	PAYMENTS	52
7.1.	Place of Payments, No Set Off	52
7.2.	Proof of no Withholding	53
7.3.	Federal Income Tax Credits	53
SECTION 8.	INTENTIONALLY OMITTED	53
8.1.	[Intentionally Omitted]	53
SECTION 9.	EVENTS OF DEFAULT	54
9.1.	Events of Default	54
9.2.	Remedies	57
9.3.	Indemnification	60
9.4.	Application of Moneys	60
SECTION 10.	COVENANTS	61
10.1.	Covenants	61
10.2.	Helicopter Covenants	76
SECTION 11.	ASSIGNMENT AND PARTICIPATIONS	82
SECTION 12.	ILLEGALITY, INCREASED COST, NON-AVAILABILITY, ETC.	83
12.1.	Illegality	83
12.2.	Increased Cost	83
12.3.	Replacement of Lender or Participant	84
12.4.	Non-availability of Funds	85
12.5.	Determination of Losses	86
12.6.	Compensation for Losses	86
SECTION 13.	CURRENCY INDEMNITY	86
13.1.	Currency Conversion	86
13.2.	Change in Exchange Rate	86
13.3.	Additional Debt Due	86
13.4.	Rate of Exchange	86
SECTION 14.	FEES AND EXPENSES	86
14.1.	Commitment Fee	86
14.2.	Letter of Credit and Facing Fees and Related Charges	87
14.3.	Agency Fee	87
14.4.	Underwriting Fee	87
14.5.	Costs, Charges and Expenses	87
SECTION 15.	APPLICABLE LAW, JURISDICTION AND WAIVER	87
15.1.	Applicable Law	87
15.2.	Jurisdiction	88
15.3.	Waiver of Jury Trial	88
SECTION 16.	THE AGENTS	88
16.1.	Appointment of Agents	88

ii

16.2.	Distribution of Payments	89
16.3.	Adjustments	89
16.4.	Holder of Interest in Notes	89
16.5.	No Duty to Examine, Etc.	89
16.6.	Agents as Lenders	89
16.7.	Obligations of Agents	90
16.8.	Discretion of Agents	90
16.9.	Assumption re Event of Default	90
16.10.	No Liability of Agents and the Lenders	90
16.11.	Indemnification of Agents	91
16.12.	Consultation with Counsel	91
16.13.	Resignation	91
16.14.	Representations of Lenders	91
16.15.	Notification of Event of Default	92
SECTION 17.	NOTICES AND DEMANDS	92
17.1.	Notices in Writing	92
17.2.	Addresses for Notice	92
17.3.	Notices Deemed Received	93
SECTION 18.	MISCELLANEOUS	94
18.1.	Time of Essence	94
18.2.	Unenforceable, etc.; Provisions - Effect	94
18.3.	References	94
18.4.	Further Assurances	94
18.5.	Entire Agreement; Amendments	94
18.6.	USA Patriot Act Notice; OFAC and Bank Secrecy Act	95
18.7.	Right of Set-Off	95
18.8.	No Waiver, Remedies	95
18.9.	Binding Effect	96
18.10.	Confidentiality	96
18.11.	Indemnification	96

iii

SCHEDULES

A	THE LENDERS AND THEIR COMMITMENTS
B	HELICOPTER OWNING SUBSIDIARIES AND OTHER SUBSIDIARIES
C	EXISTING LIENS
D	EXISTING INDEBTEDNESS
E	REQUIRED INSURANCE
F	TIERS

EXHIBITS

1	FORM OF NOTE
2	FORM OF DRAWDOWN NOTICE
3	FORM OF LETTER OF CREDIT REQUEST
4	FORM OF COMPLIANCE CERTIFICATE
5	FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
6	FORM OF GUARANTY
7	FORM OF PLEDGE AGREEMENT
8	FORM OF SECURITY AGREEMENT
9	FORM OF MORTGAGE
10	FORM OF CASH COLLATERAL AGREEMENT

SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT

THIS SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (this “Agreement”) is made this 22nd day of December, 2011, and is by and among (1) ERA GROUP INC., a corporation incorporated under the laws of the State of Delaware (hereinafter called the “Borrower”), (2) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as mandated lead arrangers (in such capacity, collectively, the “Mandated Lead Arrangers”), (3) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as bookrunners (in such capacity, together, the “Bookrunners”), (4) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent (the “Administrative Agent”), (5) JPMORGAN CHASE BANK, N.A., as syndication agent (the “Syndication Agent”), (6) DEUTSCHE BANK SECURITIES INC., SUNTRUST BANK and REGIONS BANK, as co-documentation agents (in such capacity, together, the “Co-Documentation Agents”), (7) COMPASS BANK, WHITNEY BANK, GOLDMAN SACHS BANK USA, COMERICA BANK and THE NORTHERN TRUST COMPANY, as managing agents (the “Managing Agents” and together with the Administrative Agent, the Syndication Agent, and the Co-Documentation Agents, the “Agents”) (8) Wells Fargo, as swing line bank (the “Swing Line Bank”) and (9) the banks and financial institutions whose names and addresses are set out in Schedule A hereto (together with any assignee thereof pursuant to Section 11 and the Swing Line Bank, the “Lenders”, and each a “Lender”).

WITNESSETH THAT:

WHEREAS, at the request of the Borrower, each of the Agents has agreed to act in its respective capacity as set forth herein and the Lenders have agreed to provide to the Borrower a revolving credit facility in the amount of Three Hundred Fifty Million Dollars ($350,000,000), including Letters of Credit not to exceed Fifty Million Dollars ($50,000,000) in the aggregate and a Swing Line Facility not to exceed Twenty Five Million Dollars ($25,000,000), as such facility amount may be increased as provided herein, on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and adequacy thereof are hereby acknowledged, the parties hereto agree as set forth below:

SECTION 1. DEFINITIONS

1.1. Defined Terms. In this Agreement the words and expressions specified below shall, except where the context otherwise requires, have the meanings attributed to them below:

“Acceptable Accounting Firm” means Ernst & Young, LLP or any other firm of independent certified public or chartered accountants of international reputation selected by the Borrower and acceptable to the Administrative Agent;

“Acceptable Jurisdiction”	means the United States, the United Kingdom, Canada, Norway, Sweden, Singapore and such other country (excluding Brazil and Nigeria) as to which, immediately prior to any registration in such other country of a Mortgaged Helicopter, the Administrative Agent and the Syndication Agent have determined that: (i) such country either (A) imposes aircraft maintenance standards applicable to Mortgaged Helicopters at least as stringent as those approved by the FAA or (B) permits Mortgaged Helicopters to be maintained in accordance with standards approved by the FAA and the Borrower and operator have agreed to maintain such Mortgaged Helicopter in accordance with such standards; (ii) such country is a jurisdiction with which the United States maintains normal diplomatic relations; (iii) such country is not a country into which leasing or financing of Mortgaged Helicopters is forbidden by applicable laws of the United States; (iv) such country is not subject to any sanction or embargo by the European Union, the United Nations, the United Kingdom and/or the United States; (v) under the laws and treaties in effect in such country, passive lenders, whether or not such lenders hold a security interest in the Mortgaged Helicopters, will not be exposed to tort or strict liability arising out of the operation of the Mortgaged Helicopters; (vi) under the laws of such country it is not necessary by reason of the registration of such Mortgaged Helicopter therein or for purposes of enforcing remedies for any secured creditor to register or qualify to do business in such country; and (vii) either (x) the Cape Town Treaty has been Fully Implemented in such country or (y) the laws of such country afford secured creditors rights and remedies at least as favorable as those that would be available if the Cape Town Treaty were Fully Implemented;
“Account Bank”	means the Administrative Agent or other financial institution with which a Deposit Account is maintained;
“Accounts Receivable”	means accounts receivable as determined in accordance with GAAP;
“Act”	means part A of subtitle VII of title 49, United States Code;
“Administrative Agent”	shall have the meaning ascribed thereto in the preamble;

2

“Advance”	means a Revolving Credit Advance or a Swingline Advance;
“Affiliate”	shall mean, with respect to any Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Person (a “Controlling Person”) or (ii) any Person (other than such Person or a Subsidiary of such Person) which is controlled by or is under common control with a Controlling Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person shall mean the power, direct or indirect, (i) to vote 10% or more of the securities or other interests having ordinary voting power for the election of directors of such Person or of Persons serving a similar function, or (ii) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise;
“Agent”	shall have the meaning ascribed thereto in the preamble;
“Agreement”	means this senior secured revolving credit facility agreement as the same may be amended, amended and restated, modified or supplemented from time to time;
“Airframe”	means (a) each Mortgaged Helicopter (excluding Engines or engines from time to time installed thereon) set forth in Schedule B and any Replacement Airframe and (b) any and all Parts incorporated or installed in or attached or appurtenant to such airframe, and any and all Parts removed from such airframe, unless the Lien in favor of the Administrative Agent shall not be applicable to such Parts in accordance with Section 10.2(c). Upon substitution of a Replacement Airframe under and in accordance with the Agreement, such Replacement Airframe shall become subject to the Agreement and shall be the “Airframe” for all purposes of the Agreement and the other Security Documents and thereupon the Airframe for which the substitution is made shall no longer be subject to the Agreement, and such replaced Airframe shall cease to be the “Airframe”;

3

“Applicable Law”	means all applicable laws, treaties, judgments, decrees, injunctions, writs, actions and orders of any court, governmental agency or authority and all applicable rules, guidelines, regulations, orders, directives, licenses and permits of any governmental body, instrumentality, agency or authority and all applicable interpretations thereof;
“Applicable Margin”	means a percentage per annum determined by reference to the ratio of Funded Debt to EBITDA as set forth below:

Funded Debt/EBITDA	Applicable Margin - LIBOR	Applicable Margin – Base Rate
<=5.0x	335bp	200bp
<=4.5x	310bp	180bp
<=4.0x	285bp	160bp
<=3.5x	260bp	140bp
<=3.0x	235bp	120bp
<=2.5x	210bp	100bp

The Applicable Margin for each Advance shall be determined by reference to the ratio of Funded Debt to EBITDA at the time of such determination; provided, however, that (A) no change in the Applicable Margin shall be effective until three (3) Banking Days after the date on which the Administrative Agent receives or was entitled to receive the financial statements required to be delivered pursuant to Section 10.1(a)(vi) and a certificate from the Borrower demonstrating such ratio of Funded Debt to EBITDA pursuant to such Section and (B) (i) during the period starting on the Closing Date and ending on the day which is three (3) Banking Days after the day upon which the Administrative Agent receives the information described in clause (A) of this proviso, the Applicable Margin shall be (i) 260 bp for LIBOR Advances and (ii) 140 bp for Base Rate Advances and Swing Line Advances and (iii) thereafter, the Applicable Margin shall be determined by reference to the ratio of Funded Debt to EBITDA at the time of such determination, provided, further, that, notwithstanding the foregoing, the Borrower shall remain obligated to comply with the provisions of Section 10 at all times;

“Applicable Rate”

means any rate of interest on any Advance from time to time applicable pursuant to Section 6.1;

4

“Assignment and Assumption Agreement(s)”	shall mean the Assignment and Assumption Agreement(s) executed pursuant to Section 11 substantially in the form of Exhibit 5;
“Aviation Authority”	means, with respect to any Mortgaged Helicopter, any Governmental Authority that is or shall from time to time be vested with the control and supervision of, or have jurisdiction over, the registration, airworthiness and operation of helicopters or other matters relating to civil aviation in the State of Registration of such Mortgaged Helicopter under Applicable Law;
“Banking Day(s)”	means day(s) on which banks are open for the transaction of business of the nature required by this Agreement in the City of New York, State of New York;
“Base Rate”	means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of: (a) the Prime Rate, (b) the Federal Funds Effective Rate plus  1/2 of one percent per annum and (c) the daily LIBOR for a one month Interest Period plus the difference between Applicable Margin for LIBOR Advances and the Applicable Margin for Base Rate Advances;
“Base Rate Advance”	means a Revolving Credit Advance the interest on which is calculated based on the Base Rate plus the Applicable Margin;
“Basis Point” or the symbol “bp”	means one one-hundredth of one percent (0.01%);
“Benefitted Lender”	shall have the meaning ascribed thereto in Section 16.3;
“Bookrunners”	shall have the meaning ascribed thereto in the preamble;
“Cape Town Treaty”	means the Cape Town Convention on International Interests in Mobile Equipment as supplemented by the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, concluded in Cape Town, South Africa on November 16, 2001;

5

“Cash and Cash Equivalents”	means (i) cash, (ii) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof), (iii) time deposits, certificates of deposit or deposits in the interbank market of any commercial bank of recognized standing organized under the laws of the United States of America, any state thereof or any foreign jurisdiction and rated at least A or the equivalent thereof by S&P, and (iv) bonds of any county, municipality or state of the United States or any corporation organized and existing under the laws of the United States or any state thereof (including the District of Columbia) having an investment grade rating (or equivalent) by one of the nationally recognized rating organizations that regularly engages in rating such bonds;
“Cash Collateral Agreement”	means a cash collateral agreement in substantially the form of Exhibit 10;
“Change of Control”	means (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than Seacor becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the total voting power of the Borrower or (b) SEACOR no longer holds the majority of the voting power of the Borrower and any “person” other than SEACOR has a higher percentage of the voting control of the Borrower than SEACOR or (c) the Board of Directors of the Borrower ceases to consist of a majority of the existing directors or directors elected by the existing directors;
“Closing Date”	means December ___, 2011;
“Co-Documentation Agent(s)”	shall have the meaning ascribed thereto in the preamble;
“Code”	means the Internal Revenue Code of 1986, as amended, and any successor statute and the regulations promulgated thereunder;

6

“Collateral”	means the Mortgaged Helicopters, Accounts Receivable, Inventory and all other property of the Security Parties as identified and set forth in the Security Documents;
“Commitment”	shall mean in relation to a Lender, the amount of the Credit Facility set out opposite its name in Schedule A hereto or, if such Lender has entered into one or more Assignment and Assumption Agreements, set forth for such Lender in the Register;
“Commitment Fee Rate”	means a percentage per annum determined by reference to the ratio of the Borrower’s Funded Debt to the Borrower’s EBITDA as set forth below:

Funded Debt/EBITDA	Commitment Fee Rate
<=5.0x	70.0bp
<=4.5x	60.0bp
<=4.0x	50.0bp
<=3.5x	50.0bp
<=3.0x	37.5bp
<=2.5x	25.0bp

The Commitment Fee Rate shall be determined by reference to the ratio of the Borrower’s Funded Debt to the Borrower’s EBITDA at the time of such determination; provided, however, that (A) no change in the Commitment Fee Rate shall be effective until three (3) Banking Days after the date on which the Administrative Agent receives or was entitled to receive the financial statements required to be delivered pursuant to Section 10.1(a)(vi) and a certificate from the Borrower demonstrating such ratio of Funded Debt to EBITDA pursuant to such Section and (B) (i) during the period starting on the Closing Date and ending on the day which is three (3) Banking Days after the day upon which the Administrative Agent receives the information described in clause (A) of this proviso, the Commitment Fee Rate shall be 50.0 bp and (ii) thereafter, the Commitment Fee Rate shall be determined by reference to the ratio of Funded Debt to EBITDA at the time of such determination, provided, further, that, notwithstanding the foregoing, the Borrower shall remain obligated to comply with the provisions of Section 10 at all times;

7

“Commitment Increase”	means a one-time increase in the Committed Amount over the Initial Commitment of up to One Hundred Million Dollars ($100,000,000), or such lesser amount as may be agreed, such increase to be in increments of $50,000,000, as provided in Section 3.1;
“Committed Amount”	means the aggregate of the Initial Commitment and any Commitment Increase, being the maximum aggregate principal amount of the Advances and Letters of Credit which may be outstanding at any time under the Credit Facility; provided that the Committed Amount in respect of Letters of Credit shall not exceed the Letter of Credit Limit and the Committed Amount in respect of Swing Line Advances shall not exceed the Swing Line Commitment;
“Compliance Certificate”	means a certificate of the chief financial officer of the Borrower substantially in the form of Exhibit 4;
“Confidential Information”	means information that any Security Party furnishes to the Administrative Agent or any other Creditor in a writing designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Administrative Agent or such other Creditor from a source other than the Security Parties;
“Consolidated Net Worth”	for any period, shall mean, for any company, the sum of such company’s common and preferred stock (excluding any capital stock subject to mandatory redemption but including the SEACOR Preferred Shares) and additional paid-in-capital, plus retained earnings (minus accumulated deficit) and currency translation adjustments, all as shown on the consolidated balance sheet of such company and its subsidiaries as determined in accordance with GAAP;
“Consolidated Subsidiary”	shall mean a Subsidiary the financial results of which are reflected in the Borrower’s consolidated financial statements;

8

“Consolidated Subsidiary Guaranty”	shall mean a guaranty issued by a Consolidated Subsidiary of the types of obligations listed in sub-clauses (i) through (iii) of the definition of Subsidiary Funded Debt for the benefit of other Consolidated Subsidiaries but excluding, in the case of a Consolidated Subsidiary which is not a Wholly-Owned Subsidiary, that proportion of the amount of such guaranty which represents the minority interest holders’ share of such Guaranty;
“Conversion Date”	shall have the meaning ascribed thereto in Section 13.1;
“Credit Facility”	means the sums advanced or to be advanced by the Lenders to the Borrower and the Letters of Credit to be issued by the Letter of Credit Issuers for the account of the Borrower in the initial maximum principal amount of Three Hundred Fifty Million Dollars ($350,000,000) as may be increased by the Commitment Increase all pursuant to, and subject to the terms of, this Agreement;
“Credit Facility Balance”	means the sum of (i) the amount of the Advances and (ii) the amount of the Letter of Credit Outstandings at any relevant time, pursuant to the terms of this Agreement;
“Credit Period”	means the period from the Drawdown Date of the initial Advance made hereunder to the date upon which the Advances and all other amounts due to the Agents and the Lenders pursuant to this Agreement and the Notes are repaid or prepaid in full and all commitments to extend credit and issue Letters of Credit under this Agreement have been terminated;
“Creditors”	means, together, the Agents, the Mandated Lead Arrangers, the Bookrunners and the Lenders, and each, a “Creditor”;
“Default Rate”	shall have the meaning ascribed thereto in Section 6.1;
“Deposit Account(s)”	means any and all deposit accounts maintained by the Borrower or any of its Subsidiaries with the Administrative Agent or any other financial institution;
“Deposit Account Control Agreement(s)”	means any control agreement entered into by and among the relevant Account Bank, the Borrower or any of its Subsidiaries, and the Administrative Agent in respect of a Deposit Account pursuant to the terms of the Security Agreement;

9

“De-Registration Event”	shall have the meaning ascribed thereto in Section 10.1(a)(xxvi)(a);
“Dollars” and the sign “$”	means the legal currency, at any relevant time hereunder, of the United States of America and, in relation to all payments hereunder, in same day funds settled through the New York Clearing House Interbank Payments System (or such other Dollar funds as may be determined by the Administrative Agent to be customary for the settlement in New York City of banking transactions of the type herein involved);
“Drawdown Dates”	means the dates, each being a Banking Day falling prior to the Termination Date, upon which the Borrower has requested that an Advance be made available to the Borrower or an Advance is deemed to have been made due to a drawing under any Letter of Credit;
“Drawdown Notice”	shall have the meaning ascribed thereto in Section 3.5;
“EBITDA”	means on a consolidated basis, the aggregate, to be measured on a trailing twelve (12) month basis, of (i) operating income (before deductions for interest, taxes, depreciation and amortization), (ii) interest income, (iii) Cash distributions from companies owned fifty percent (50%) or less by the Borrower, (iv) Cash proceeds from any sale of assets, and (v) EBITDA (as determined in accordance with clauses (i) through (iv) above) from acquired companies, if any, on a trailing twelve month basis based on audited and interim financial statements for such acquired companies, provided, however, that in determining EBITDA there shall be excluded from expenses, as applicable, $2,342,000 for the fiscal quarter ending March 31, 2011; $2,844,000 for the fiscal quarter ending June 30, 2011; $2,290,000 for the fiscal quarter ending September 30, 2011 and $2,492,000 for the fiscal quarter ending December 31, 2011 of general and administrative expenses allocated by SEACOR to the Borrower, it being agreed that SEACOR shall cease to allocate general and administrative expenses to the Borrower beginning with the fiscal quarter after the Closing Date;

10

“Eligible Assignee”

means: (a) any commercial bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $1,000,000,000, (b) any commercial bank organized under the laws of any other country that is a member of the Organization for Economic Cooperation and Development (the “OECD”) or has concluded special lending arrangements with the International Monetary Fund Associated with its General Arrangements to Borrow, or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, so long as such bank is acting through a branch or agency located in the United States or in the country in which it is organized or another country that is described in this clause (b), or (c) the central bank of any country that is a member of the OECD;

“Eligible Lease”

means a lease agreement pursuant to which a Mortgaged Helicopter is leased by the Borrower or a Helicopter Owning Subsidiary, as owner and lessor of the Mortgaged Helicopter, to an Eligible Lessee, which lease agreement satisfies all of the following requirements: (i) such lease is a true lease, is not a conditional sale agreement or a financing lease and does not transfer to the lessee any right of ownership or equity in the Mortgaged Helicopter or any right to purchase or acquire ownership or an equity interest in the Mortgaged Helicopter other than at fair market value; (ii) such lease has a term of not more than ten (10) years (including all renewal terms); (iii) such lease is transacted on an arms length basis; (iv) such lease requires either the lessor or the lessee to provide the Required Insurance in respect of such Mortgaged Helicopter; (v) such lease requires either the lessor or the lessee to maintain the registration of the Mortgaged Helicopter in an Acceptable Jurisdiction; (vi) such lease requires either the lessor or the lessee to maintain the Mortgaged Helicopter in accordance with industry standards; (vii) subject to the customary rights of quiet enjoyment granted to such lessee, the rights of lessee thereunder are expressly made subject and subordinate to the rights of the Administrative Agent as secured party under the Security Agreement and the Mortgage in respect of such Mortgaged Helicopter; (viii) such lease restricts the use of such Mortgaged Helicopter to use primarily within an Acceptable Jurisdiction; (ix) such lease prohibits subleases (except subleases that comply with this

11

definition of “Eligible Lease”); (x) such lease requires that the Mortgaged Helicopter be operated and maintained in accordance with all Applicable Laws, in a manner such that the Required Insurance remains in effect at all times; (xi) such lease contains operational indemnities by the lessee in favor of the Borrower, the Helicopter Owning Subsidiary, and, to the extent consistent with industry practice, the Creditors; (xii) such lease requires a return of the Mortgaged Helicopter and all related Records upon any termination of the lease with either a valid certificate of airworthiness issued by the FAA or the applicable Aviation Authority or a valid certificate of airworthiness for export to the United States or such other Acceptable Jurisdiction as the Administrative Agent may agree in effect with respect to such Mortgaged Helicopter; (xiii) all right, title and interest of the Borrower or the Helicopter Owning Subsidiary, as lessor, under such lease have been pledged to the Administrative Agent and has been perfected as required by all Applicable Laws; and (xiv) such lease shall be governed by the laws of an Acceptable Jurisdiction;

“Eligible Lessee”

means a lessee of a Mortgaged Helicopter under an Eligible Lease, which lessee satisfies each of the following requirements at the time that such Eligible Lease becomes effective: (a) such lessee is not subject to an Insolvency Proceeding upon the commencement of the Eligible Lease with such lessee; (b) such lessee is in compliance with the material terms of all leases with which such lessee has entered into with the Borrower or any of the Helicopter Owning Subsidiaries; (c) except for United States entities or agencies (whether federal or state), such lessee is not a governmental entity or agency or otherwise able to claim sovereign immunity as a defense or shall have waived any such sovereign immunity to the satisfaction of the Administrative Agent; (d) such lessee, if not formed or incorporated under federal or state laws of the United States or if not a United States federal or state agency or entity, shall have executed an IDERA; and (f) such lessee is organized under the laws of, and is domiciled in, an Acceptable Jurisdiction;

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“Engine”	means (a) each of the engines listed on Schedule B and installed on the Mortgaged Helicopters on the date hereof, and any Replacement Engine, in any case whether or not from time to time installed on such Airframe or installed on any other airframe or helicopter, and (b) any and all Parts incorporated or installed in or attached or appurtenant to such engine, and any and all Parts removed from such engine, unless the Lien in favor of the Administrative Agent shall not apply to such Parts in accordance with Section 10.2(c). Upon substitution of a Replacement Engine under and in accordance with the Agreement, such Replacement Engine shall become subject to the Agreement and shall be an “Engine” for all purposes of the Agreement and the other Security Documents and thereupon the Engine for which the substitution is made shall no longer be subject to the Agreement, and such replaced Engine shall cease to be an “Engine”;
“Environmental Affiliate”	means any person or entity the liability of which for Environmental Claims the Borrower or any Helicopter Owning Subsidiary may have assumed by contract or operation of law;
“Environmental Approvals”	shall have the meaning ascribed thereto in Section 2.1(q);
“Environmental Claim”	shall have the meaning ascribed thereto in Section 2.1(q);
“Environmental Laws”	shall have the meaning ascribed thereto in Section 2.1(q);
“Equity Interests”	means, with respect to any Person, shares of equity interests of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of equity interests of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of equity interests of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination;

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“ERISA”	means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder;
“ERISA Affiliate”	means a trade or business (whether or not incorporated) which is under common control with the Borrower within the meaning of Sections 414(b), (c), (m) or (o) of the Code;
“ERISA Group”	means the Borrower and its subsidiaries within the meaning of Section 424(f) of the Code;
“Events of Default”	means any of the events set out in Section 9.1;
“Event of Loss”	means in respect of any Mortgaged Helicopter any of the following: (a) loss of such Mortgaged Helicopter or its use due to theft or disappearance for a period in excess of thirty (30) consecutive days, (b) destruction, damage beyond economic repair or rendition of such Mortgaged Helicopter which results in such Mortgaged Helicopter being permanently unfit for normal use for any reason whatsoever; (c) any damage to such Mortgaged Helicopter which results in an insurance settlement with respect to such Mortgaged Helicopter on the basis of a total loss or on the basis of a compromised or constructive total loss; or (d) the condemnation, confiscation, appropriation or seizure of, or requisition of title to such Mortgaged Helicopter, or the use of such Mortgaged Helicopter by, or on the authority of, any governmental entity or purported governmental entity, which in any such case shall have resulted in the loss of possession thereof by the Borrower, the related Helicopter Owning Subsidiary or the related Eligible Lessee thereof for a period in excess of ninety (90) consecutive days (or for such shorter period ending on the date which is seven (7) days from the date of receipt of an insurance settlement with respect to such property on the basis of a total loss);

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“Exchange Act”	means the Securities and Exchange Act of 1934, as amended;
“Extended Letters of Credit”	shall have the meaning ascribed thereto in Section 3.9;
“FAA”	means the Federal Aviation Administration of the United States Department of Transportation or any successor organization thereto;
“Facing Fee”	shall have the meaning ascribed thereto in Section 14.2;
“Fair Market Value”	means, in respect of any Helicopter, the cash purchase price for such Helicopter, expressed in Dollars, which would be arrived at by a willing buyer and an unrelated willing seller, both acting at arms-length, neither under any compulsion to buy or sell, and both with full knowledge of all relevant facts, on the assumption that such Helicopter would be delivered free and clear of all Liens but otherwise in the condition determined by a inspection of the Helicopter and all Records, as determined by a “desk top” appraisal by an independent aircraft appraisal expert approved by the Majority Lenders (in the reasonable exercise of their discretion), obtained by the Borrower in accordance with the terms of this Agreement or, in the case of Helicopters acquired since the date of the most recent such appraisal, the purchase price or invoice price thereof;
“Federal Funds Effective Rate”	means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Banking Day, for the next preceding Banking Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Banking Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three (3) Federal Funds brokers of recognized standing selected by the Administrative Agent;

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“Foreign Plan”	means an employee benefit plan that would be covered by Title IV of ERISA but which is excluded from coverage under ERISA by Section 4(b)(4) thereof and is maintained or contributed to by the Borrower, ERISA Affiliate or a member of ERISA Group or with respect to which the Borrower, an ERISA Affiliate or a member of ERISA Group could have any liability;
“Fully Implemented”	means, in respect of the Cape Town Treaty and any country, as determined by the Administrative Agent and the Syndication Agent, that: (a) the Cape Town Treaty has come into full force and effect in such country; (b) such country has made acceptable declarations thereunder, including declarations opting in to Articles VIII, XII, XIII, X (with a number of days not greater than five (5) or such other number that is acceptable the Administrative Agent in its sole discretion) and XI (providing for Alternative A with a waiting period not longer than 60 days) of the Protocol and the mandatory declaration under Article 54(2) of the Cape Town Convention; and (c) all amendments to the local substantive laws (including Insolvency Laws) and procedural laws of such country necessary to implement the Cape Town Treaty and the declarations thereunder referenced in clause (b) of this definition to come into full force and effect;
“Funded Debt”	means, on a consolidated basis, the sum of (i) indebtedness for borrowed money, all obligations evidenced by bonds, debentures, notes or similar instruments, and purchase money obligations which, in accordance with GAAP, would be shown on the consolidated balance sheet as a liability, (ii) all obligations arising under Letters of Credit, (iii) all obligations as lessee under leases which have been, in accordance with GAAP, recorded as capitalized lease obligations, (iv) guaranties of non-consolidated entity obligations but excluding indebtedness which is consolidated in the Borrower’s published financial statements in accordance with GAAP but which represents a minority interest holders’ share of such indebtedness unless such minority interest holders’ share has been guaranteed by the Borrower or a Subsidiary;
“GAAP”	shall have the meaning ascribed thereto in Section 1.3;

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“Government Entity”	means (a) any federal, state, provincial or similar government, and any body, board, department, commission, court, tribunal, authority, agency or other instrumentality of any such government or otherwise exercising any executive, legislative, judicial, administrative or regulatory functions of such government or (b) any other government entity having jurisdiction over any matter contemplated by the Agreement or relating to the observance or performance of the obligations of any of the parties to this Agreement or the other Security Documents;
“Guarantors”	means all Subsidiaries (i) whose jurisdiction of incorporation or formation, as the case may be, is a state in the United States of America and which are wholly-owned by the Borrower, directly or indirectly and (ii) whose jurisdiction of incorporation or formation, as the case may be, is not a state in the United States of America but who owns Mortgaged Helicopters;
“Guaranty”	means the guaranty to be executed by the Guarantors in respect of the obligations of the Borrower under and in connection with this Agreement and the Note in favor of the Administrative Agent pursuant to Section 4.l(b), substantially in the form of Exhibit 6;
“Helicopter(s)”	means all Airframes, together with the Engines owned directly or indirectly by the Borrower and any of its Subsidiaries together with all related Records;
“Helicopter Owning Subsidiaries”	means those Subsidiaries designated as Helicopter Owning Subsidiaries on Schedule B, together with any future subsidiaries now or hereafter acquired which own Mortgaged Helicopters;
“Helicopter Related Document”	means any agreement relating to a Mortgaged Helicopter or agreements relating to the use, maintenance or management of a Mortgaged Helicopter, whether in existence on the date hereof or thereafter acquired, including, but not limited to, all leases, all purchase agreements, all bills of sale, all assignment agreements, all lease assignments, all lessee consents, any credit support (including any guarantee or letter of credit supporting any related lessee) and each other document, certificate or opinion delivered or caused to be delivered by any lessee or Borrower pursuant thereto;

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“IDERA”	means an irrevocable de-registration and export request authorization, providing for the irrevocable delegation of authority to the Borrower or the applicable Helicopter Owning Subsidiaries to deregister and export the related Mortgaged Helicopter to the United States, which shall be in a form meeting the requirements of the Cape Town Treaty;
“Indebtedness”	of any Person means and includes all obligations of such Person which in accordance with GAAP shall be classified upon a balance sheet of such Person as liabilities of such Person;
“Indemnified Party”	shall have the meaning ascribed thereto in Section 18.11;
“Initial Commitment”	means Three Hundred Fifty Million Dollars ($350,000,000);
“Insolvency Law”	means the Federal Bankruptcy Code of 1978, as amended or similar law in any applicable jurisdiction;
“Insolvency Proceeding”	means any proceeding under any applicable Insolvency Law seeking liquidation, reorganization, winding up or other relief with respect to any Person or its debts;
“International Interest”	shall have the meaning ascribed thereto in the Cape Town Treaty;
“International Registry”	shall have the meaning ascribed thereto in the Cape Town Treaty;
“Interest Coverage Ratio”	means, on a consolidated basis, (a) EBITDA minus dividends and distributions (other than dividends on, or a redemption of, the SEACOR Preferred Shares (if issued) divided by (b) interest expense (including interest attributable to capitalized leases) in accordance with GAAP, during the four (4) fiscal quarters preceding the date on which such ratio is determined, provided, however, that with respect to the first three fiscal quarters in calendar year 2012, for purposes of determining interest

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	expense, interest expense shall be calculated on an annualized pro forma basis as follows: (i) for the fiscal quarter ending March 31, 2012, the actual interest expense for such period multiplied by four, (ii) for the two fiscal quarters ending June 30, 2012, the actual interest expense for such periods multiplied by two, and (iii) for the three full fiscal quarters ending September 30, 2012, the actual interest expense for such periods multiplied by four-thirds;
“Interest Notice”	means a notice to the Administrative Agent specifying the duration of the relevant Interest Period;
“Interest Period(s)”	means, with respect to a LIBOR Advance, period(s) of one (1), three (3), six (6), nine (9) or twelve (12) months selected by the Borrower or such other period(s) as the Lenders may agree;
“Inventory”	means inventory as determined in accordance with GAAP;
“Investment”	means (i) lending money or credit or making advances to any Person, (ii) purchasing or acquiring any stock, obligations or securities of, or any other interest in, or making capital contributions to any Person or (iii) guaranteeing the debt or obligations of any other Person;
“Issuing Subsidiary”	means, the Subsidiary which is the primary obligor on Subsidiary Funded Debt; provided that in the case of Subsidiary Funded Debt where (i) one or more other Subsidiaries are jointly or jointly and severally liable in respect thereof (other than by way of guaranty) or (ii) no Subsidiary is the primary obligor in respect of a Subsidiary Funded Debt but two or more Subsidiaries have issued Non-Consolidated Entity Guaranties in respect of the same obligation, the Subsidiary liable in respect thereof with the highest book value shall be deemed to be such primary obligor;
“Joint Venture”	means at any date any Person (other than a Subsidiary) in which the Borrower or any Subsidiary has an ownership interest or other interests in profits or loss which would be accounted for in the consolidated financial statements of the Borrower and its consolidated Subsidiaries using the equity method of accounting if such statements were prepared as of such date;

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“Judgment Currency”	shall have the meaning ascribed thereto in Section 13.1;
“L/C Cash Collateral Account”	shall have the meaning set forth in Section 3.13;
“L/C Supportable Obligation(s)”	means such obligations of the Borrower as are not inconsistent with the issuance policies of the applicable Letter of Credit Issuer; no Letter of Credit may be payable (1) to any entity or person who is subject to sanctions issued by the United States Department of Commerce or to whom payment is prohibited by the Foreign Asset Control Regulations of the Department of the Treasury or (2) which otherwise is in contravention of applicable laws and regulations;
“Lender(s)”	shall have the meaning ascribed thereto in the preamble;
“Letter(s) of Credit”	shall have the meaning ascribed thereto in Section 3.9;
“Letter of Credit Fee”	shall have the meaning ascribed thereto in Section 14.2;
“Letter of Credit Issuer”	means, with respect to each Letter of Credit, the Lender (being one of the Mandated Lead Arrangers, Bookrunners or Agents) which, at the request of the Borrower, agrees to issue and issues the same;
“Letter of Credit Limit”	means, at any time, the lesser of (a) $50,000,000 and (b) an amount equal to $50,000,000 less, in either case, the sum of (i) the aggregate amount of the Letter of Credit Outstandings at such time, and (ii) the aggregate available amount of all Letters of Credit outstanding at such time;
“Letter of Credit Outstandings”	means, at any time, the aggregate Stated Amount of all outstanding Letters of Credit, less any drawings previously made thereunder;
“Letter of Credit Participant”	shall have the meaning ascribed thereto in Section 3.12;

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“Letter of Credit Participant Percentage”	means, in relation to a Lender, the percentage of the Credit Facility set out opposite its name in Schedule A hereto; provided, however, that in the case of Extended Letters of Credit, the percentage shall be adjusted to include only the Commitments of the Lenders participating in the Extended Letters of Credit;
“Letter of Credit Request”	shall have the meaning ascribed thereto in Section 3.10;
“LIBOR”	means the rate (rounded upward to the nearest 1/16th of one percent (1%)) for deposits of Dollars for a period equivalent to the relevant Interest Period at or about 11:00 a.m. (London time) on the second London Banking Day before the first day of such period as displayed on Telerate page LIBOR01 (British Bankers’ Association Interest Settlement Rates) (or such other page as may replace such page LIBOR01 on such system or on any other system of the information vendor for the time being designated by the British Bankers’ Association to calculate the BBA Interest Settlement Rate (as defined in the British Bankers’ Association’s Recommended Terms and Conditions (“BBAIRS” terms) dated August 1985)); provided that if on such date no such rate is so displayed for the relevant Interest Period, LIBOR for such period shall be the rate quoted to the Lenders by the Reference Banks at the request of the Lenders as the offered rate for deposits of Dollars in an amount approximately equal to the amount in relation to which LIBOR is to be determined for a period equivalent to the relevant Interest Period to prime banks in the London Interbank Market at or about 11:00 a.m. (London time) on the second Banking Day before the first day of such period;
“LIBOR Advance”	means a Revolving Credit Advance, the interest on which is calculated based on LIBOR plus the Applicable Margin;
“LIBOR Reference Day(s)”	a day or days on which banks in the London interbank market generally will provide quotations for deposits in the relevant currencies;
“Lien”	means any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and including but not limited to the security interest lien arising from a

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	mortgage, encumbrance, pledge, conditional sale, title retention agreement or trust receipt or a lease, consignment or bailment for security purposes or any arrangement having substantially the same legal effect as the foregoing;
“List of Liens”	means a list of Liens in respect of Secured Debt on all Helicopters owned by the Borrower or any Helicopter Owning Subsidiary;
“Majority Lenders”	means Lenders whose aggregate Commitments exceed fifty percent (50%) of the total Commitments;
“Managing Agents”	shall have the meaning ascribed thereto in the preamble;
“Mandated Lead Arrangers”	shall have the meaning ascribed thereto in the preamble;
“Material Adverse Change”	means the occurrence of an event or condition which (a) materially impairs the ability of (1) the Borrower to meet any of its obligations with regard to the Credit Facility and the financing arrangements established in connection therewith or (2) the Borrower and the Subsidiaries to meet any of their respective other obligations that are material to the Borrower and the Subsidiaries considered as a whole or (b) has a material adverse effect on the business, assets, operations, property or financial condition of the Borrower and the Subsidiaries considered as a whole;
“Materials of Environmental Concern”	shall have the meaning ascribed thereto in Section 2.1(q);
“Mortgaged Helicopters”	means all Helicopters (including the Engines installed thereon) registered in an Acceptable Jurisdiction and which are listed on Schedule B, as the same may be amended and supplemented as provided in Sections 10.1(a)(xxvi) and (xxvii) to reflect the deletion or addition of Mortgaged Helicopters in accordance with the terms hereof, together with all related Records;

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“Mortgages”	means, with respect to the Mortgaged Helicopters, a mortgage (which may, in appropriate circumstances, include a fleet mortgage) in the form recommended by local Aviation Authority counsel (including as to governing law and language, or in the case of a Mortgage to be filed with the FAA, special New York counsel to the Administrative Agent) in order to convey a first priority and perfected mortgage lien on such Mortgaged Helicopter and as shall be acceptable to the Administrative Agent and the Borrower;
“Mortgage Filing”	means, in respect of each Mortgaged Helicopter, the execution and delivery by the Borrower or Helicopter Owning Subsidiary of a Mortgage on such Mortgaged Helicopter, and the filing thereof in the appropriate filing office in the applicable jurisdiction so as to perfect the Administrative Agent’s lien thereon in such jurisdiction; provided that, in addition to such filing, this term shall also require registrations with respect to such Mortgaged Helicopter to be effected at the International Registry to reflect the International Interest of the Administrative Agent for the benefit of the Creditors therein;
“Multiemployer Plan”	means, at any time, a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the six preceding plan years made or accrued an obligation to make contributions;
“Multiple Employer Plan”	means, at any time, an employee benefit plan, other than a Multiemployer Plan, subject to Title IV of ERISA, to which the Borrower or ERISA Affiliate, and one or more employers other than the Borrower, ERISA Affiliate or a member of the ERISA Group, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the Borrower, ERISA Affiliate, or a member of the ERISA Group made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan;
“Non-Consolidated Entity”	means an entity which is not a Consolidated Subsidiary;

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“Non-Consolidated Entity Guaranty”	means a guaranty issued by a Consolidated Subsidiary of obligations of Non-Consolidated Entities of the types listed in sub-clauses (i) through (iii) of the definition of Subsidiary Funded Debt but excluding, in the case of a Consolidated Subsidiary which is not a Wholly-Owned Subsidiary, that proportion of the amount of such Guaranty which represents the minority interest holders’ share of such Guaranty;
“Note(s)”	means a promissory note to be executed by the Borrower in favor of a Lender to evidence the Advances of the Credit Facility made by such Lender substantially in the form of Exhibit 1 or in such other form as the Administrative Agent may agree;
“Other Subsidiaries”	means, as it relates to any Subsidiary Funded Debt, those Subsidiaries liable in respect thereof other than the Issuing Subsidiary;
“Parts”	means all appliances, parts, components, instruments, appurtenances, accessories, furnishings, seats and other equipment of whatever nature (other than (a) Engines or engines, and (b) any Removable Part leased by the Borrower (or the applicable Helicopter Owning Subsidiary) from a third party or subject to a security interest granted to a third party), that may from time to time be installed or incorporated in or attached or appurtenant to the Airframe or any Engine or removed therefrom unless the Lien in favor of the Administrative Agent shall not be applicable thereto in accordance with Section 10.2(c) of the Agreement;
“Permitted Liens”	means any of the liens permitted under Section 10.1(b)(i);
“Person”	shall mean an individual, partnership, corporation, limited liability company, business trust, bank, trust company, joint venture, association, joint stock company, trust or other unincorporated organization, whether or not a legal entity, or any government or agency or political subdivision thereof;

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“Plan”	means any employee benefit plan (other than a Multiemployer Plan or a Multiple Employer Plan) covered by Title IV of ERISA to which the Borrower, ERISA Affiliate or a member of the ERISA Group is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the Borrower, ERISA Affiliate or a member of ERISA Group made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan;
“Pledge Agreement”	means the pledge agreement in favor of the Administrative Agent executed by the Borrower with respect to its Equity Interests in the Guarantors pursuant to Section 4.1(b) substantially in the form set out in Exhibit 7, together with appropriate irrevocable proxies, undated share transfers, undated resignations of all directors or officers of the Person whose interests are pledged, and certificates evidencing such shares (as applicable);
“Prime Rate”	means, at any time, the rate of interest per annum publicly announced from time to time by Wells Fargo as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by Wells Fargo as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks;
“Qualified Equity Recapitalization”	means an initial public offering or a private placement of equity by the Borrower;
“Qualified Notes Offering”	means an unsecured senior notes offering (i) which is non-amortizing with a maturity date after the Termination Date and (ii) which results in a permanent reduction of the Credit Facility by no less than US$150,000,000 pursuant to the terms of Section 10.1(a)(xxxiii);
“Rate of Exchange”	shall have the meaning ascribed thereto in Section 13.4;
“Reference Banks”	means the banks chosen from time to time by the British Bankers’ Association for the purpose of establishing Interest Settlement Rates;

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“Records”	means, with respect to each Mortgaged Helicopter (i) the documents (including microfilm), data, manuals, diagrams and other written information originally furnished by the manufacturer and/or seller on or about the date of acquisition by the Borrower or relevant Helicopter Owning Subsidiary, (ii) the documents, records, logs and other data maintained in respect of the Mortgaged Helicopter, pursuant to the terms of the applicable Eligible Lease related to such Mortgaged Helicopter, during the term of such Eligible Lease and to which Borrower or such Helicopter Owning Subsidiary has a right to possession and receives possession following the termination of such Eligible Lease, (iii) the documents, records, logs and other data maintained by the Borrower or applicable Helicopter Owning Subsidiary in respect of such Mortgaged Helicopter, when such Mortgaged Helicopter is not subject to a Lease, and (iv) all other records, logs and materials required by the FAA (or other Aviation Authority chosen by the Borrower in accordance with terms of this Agreement);
“Register”	shall have the meaning ascribed thereto in Section 11;
“Regulation T”	means Regulation T of the Board of Governors of the Federal Reserve System, as in effect from time to time;
“Regulation U”	means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time;
“Regulation X”	means Regulation X of the Board of Governors of the Federal Reserve System, as in effect from time to time;
“Removable Part”	shall have the meaning ascribed to such term in Section 10.2(c)(iii);
“Replacement Airframe”	means any airframe substituted for the Airframe pursuant to Section 10.2;
“Replacement Engine”	means an engine substituted for an Engine pursuant to Section 10.2;
“Replacement Lender(s)”	shall have the meaning ascribed thereto in Section 12.3;

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“Required Balance”	shall have the meaning set forth in Section 3.13;
“Required Insurance”	means insurance that satisfies the requirements set forth in Schedule E;
“Revolving Credit Advance”	means any amount advanced to the Borrower on any Drawdown Date pursuant to Section 3.2 which may be a Base Rate Advance or a LIBOR Advance;
“SEACOR”	means SEACOR Holdings Inc., a corporation incorporated under the laws of the State of Delaware;
“SEACOR Preferred Shares”	shall have the meaning ascribed thereto in Section 10.1(a)(xxiv);
“Section 1110”	means 11 U.S.C. Section 1110 of the Bankruptcy Code or any successor or analogous section of the federal bankruptcy law in effect from time to time;
“Secured Debt”	means, for the Borrower, on a consolidated basis, the aggregate of any Indebtedness secured or collateralized by a Lien;
“Secured Funded Debt”	means, for the Borrower, on a consolidated basis, the aggregate of any Funded Debt secured or collateralized by a Lien;
“Security Agreement”	means the security agreement in favor of the Administrative Agent executed by the Grantors defined therein with respect to its business assets and the Mortgaged Helicopters pursuant to Section 4.1(b) substantially in the form set out in Exhibit 8;
“Security Documents”	means the Guaranty, the Pledge Agreement, the Security Agreement, the Mortgages, and the Cash Collateral Agreement;
“Security Party(ies)”	means the Borrower and each of the Guarantors;

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“Services Agreement”	means that certain services agreement to be entered into between the Borrower and SEACOR pursuant to which SEACOR shall provide certain administrative and support services to the Borrower at a cost to the Borrower of no more than US$500,000 per fiscal quarter, which services agreement shall be acceptable to the Majority Lenders in form and substance, it being understood that all amendments to the Services Agreement including, but not limited to, changes in fees, require the prior written consent of the Administrative Agent;
“Stated Amount”	means with respect to each Letter of Credit, the maximum amount available to be drawn thereunder (regardless of whether any conditions for drawing could then be met);
“State of Registration”	means, with respect to any Mortgaged Helicopter, the jurisdiction under the laws of which such Mortgaged Helicopter is registered;
“Subsidiaries”	means the corporations or other entities listed on Schedule B (including, without limitation, the Helicopter Owning Subsidiaries) of which the Borrower owns legally or beneficially greater than fifty percent (50%) of the issued and outstanding stock or other interest in such entity and has more than fifty percent (50%) of the total voting power of the voting stock or other interest in such corporation or other entity, together with any other corporations or other entities now or hereafter in existence of which the Borrower owns legally or beneficially greater than fifty percent (50%) of the issued and outstanding stock or other interest in such entity and has more than fifty percent (50%) of the total voting power of the voting stock or other interest in such corporation or other entity, and each, a “Subsidiary”;
“Subsidiary Funded Debt”	means, as to each Subsidiary, the sum of (i) indebtedness for borrowed money, all obligations evidenced by bonds, debentures, notes or similar instruments, and purchase money obligations which, in accordance with GAAP, would be shown on the balance sheet of such Subsidiary as a liability if a balance sheet were actually prepared in accordance with GAAP for such Subsidiary, (ii) all obligations arising under letters of credit in respect of which such Subsidiary is liable, (iii) all obligations as lessee under leases which have been, in accordance with GAAP, recorded as capitalized lease obligations on the consolidated balance sheet of the Borrower and would so

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	appear on such Subsidiary’s balance sheet if a balance sheet were prepared in accordance with GAAP for such Subsidiary, (iv) Consolidated Subsidiary Guaranties and Non-Consolidated Entity Guaranties, in each case, up to the maximum amount guaranteed under the terms of any such guaranty but excluding indebtedness which is consolidated in the Borrower’s published financial statements in accordance with GAAP and would so appear on such Subsidiary’s balance sheet if a balance sheet were prepared in accordance with GAAP for such Subsidiary but which represents a minority interest holders’ share of such indebtedness unless such minority holders’ share has been guaranteed by such Subsidiary;
“Swing Line Advance”	means any amount advanced to the Borrower on any Drawdown Date pursuant to Section 3.3;
“Swing Line Bank”	shall have the meaning ascribed thereto in the preamble;
“Swing Line Commitment”	means in relation to the Swing Line Bank, the amount set out opposite its name in Schedule A hereto under the caption “Swing Line Commitment”, as the same may be reduced from time to time as provided by Section 5.4;
“Swing Line Facility”	means at any time an amount equal to the lesser of (a) the amount of the Swing Line Bank’s Swing Line Commitment at such time and (b) Twenty Five Million Dollars ($25,000,000);
“Syndication Agent”	shall have the meaning ascribed thereto in the preamble;
“Tangible Net Assets”	shall mean, on a consolidated basis, (A) the consolidated assets of the Borrower determined in accordance with GAAP, reduced by the sum of (1) the net book value of all assets that would be classified as intangible under GAAP (including but not limited to, goodwill, organizational expenses, trademarks, trade names, copyrights, patents, licenses, any rights in any thereof, unamortized debt discount and expenses and other unamortized deferred charges and other intangible items), and (2) any minority interests in consolidated subsidiaries held by a Person other than the Borrower or a Guarantor minus (B) consolidated current liabilities of the Borrower determined in accordance with GAAP;

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“Taxes”	means any present or future income or other taxes, levies, duties, charges, fees, deductions or withholdings of any nature now or hereafter imposed, levied, collected, withheld or assessed by any taxing authority whatsoever, except for taxes on or measured by the overall net income of the Lenders imposed by their respective jurisdiction of incorporation or domicile of the lending office making the Advances or issuing any Letter of Credit or any governmental subdivision or taxing authority of any thereof or by any other taxing authority having jurisdiction over any Agent or Lender (unless such jurisdiction is asserted solely by reason of the activities of the Borrower or any Subsidiary);
“Termination Date”	means the day falling five (5) years after the Closing Date or, if such day is not a Banking Day, the next following Banking Day, unless such next following Banking Day falls in the following month, in which case the Termination Date shall be the immediately preceding Banking Day;
“Termination Event”	means (i) a “reportable event,” as defined in Section 4043 of ERISA, (ii) the withdrawal of the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a “substantial employer,” as defined in Section 4001(a)(2) of ERISA, or the incurrence of liability by the Borrower or any ERISA Affiliate under Section 4064 of ERISA upon the termination of a Multiple Employer Plan, (iii) the filing of a notice of intent to terminate a Plan or Multiple Employer Plan under Section 4041 of ERISA or the treatment of a Multiemployer Plan amendment as a termination under Section 4041A of ERISA, (iv) the institution of proceedings to terminate a Plan, a Multiple Employer Plan or a Multiemployer Plan, (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, Multiple Employer Plan or Multiemployer Plan, or (vi) termination of a Foreign Plan;
“Tier 1 Jurisdictions”	means the Acceptable Jurisdictions set forth in Schedule F and listed under the heading “Tier 1 Jurisdictions”;

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“Tier 2 Jurisdictions”	means the Acceptable Jurisdictions set forth in Schedule F and listed under the heading “Tier 2 Jurisdictions”;
“Tiers”	means Tier 1 and Tier 2 and either of them;
“Total Capitalization”	means, on a consolidated basis, the aggregate of Funded Debt and Consolidated Net Worth;
“Transferee”	shall have the meaning ascribed thereto in Section 7.2;
“Underlying Subsidiary Funded Debt”	means the outstanding principal amount of Subsidiary Funded Debt issued or incurred by an Issuing Subsidiary;
“U.S. Air Carrier”	means any United States air carrier that is a Citizen of the United States holding an air carrier operating certificate issued pursuant to chapter 447 of title 49 of the United States Code for aircraft capable of carrying 10 or more individuals or 6000 pounds or more of cargo, and as to which there is in force an air carrier operating certificate issued pursuant to Part 135 of the FAA Regulations, or which may operate as an air carrier by certification or otherwise under any successor or substitute provisions therefor or in the absence thereof;
“U.S. Bancorp Helicopters”	means the two Helicopters, each owned by Era Helicopters LLC, a Delaware limited liability company and a wholly owned Subsidiary of the Borrower, which are subject to mortgages granted by Era Helicopters Leasing in favor of U.S. Bancorp Equipment Finance, Inc.;
“U.S. Government”	means the federal government of the United States, or any instrumentality or agency thereof the obligations of which are guaranteed by the full faith and credit of the federal government of the United States; and
“Withdrawal Liability(ies)”	shall have the meaning given to such term under Part 1 of Subtitle E of Title IV of ERISA.

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1.2. Computation of Time Periods; Other Definitional Provisions. In this Agreement, the Notes and the Security Documents, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”; words importing either gender include the other gender; references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections), exhibits, annexes or schedules are to this Agreement, the Notes or the Security Documents, as applicable; references to agreements and other contractual instruments (including this Agreement, the Notes and the Security Documents) shall be deemed to include all subsequent amendments, amendments and restatements, supplements, extensions, replacements and other modifications to such instruments (without, however, limiting any prohibition on any such amendments, extensions and other modifications by the terms of this Agreement, the Notes or the Security Documents); references to any matter that is “approved” or requires “approval” of a party shall mean approval given in the sole and absolute discretion of such party unless otherwise specified; and words importing the plural include the singular and vice-versa.

1.3. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles as in effect from time to time in the United States of America consistently applied (“GAAP”) and all financial statements submitted pursuant to this Agreement shall be prepared in accordance with, and all financial data submitted pursuant hereto shall be derived from financial statements prepared in accordance with, GAAP.

1.4. Certain Matters Regarding Materiality. To the extent that any representation, warranty, covenant or other undertaking of the Borrower in this Agreement is qualified by reference to those which are not reasonably expected to result in a “Material Adverse Change” or language of similar implication, no inference shall be drawn therefrom that any Agent or Lender has knowledge or approves of any noncompliance by the Borrower with any governmental rule.

1.5. Forms of Documents. Except as otherwise expressly provided in this Agreement, references to documents or certificates “substantially in the form” of Exhibits to another document shall mean that such documents or certificates are duly completed in the form of the related Exhibits with substantive changes subject to the provisions of Section 18.5 of this Agreement.

1.6. Headings. In this Agreement, section headings are inserted for convenience of reference only and shall not be taken into account in the interpretation hereof.

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SECTION 2. REPRESENTATIONS AND WARRANTIES

2.1. Representations and Warranties. In order to induce the Agents and the Lenders to enter into this Agreement and to induce the Lenders to make the Advances and to issue and/or participate in Letters of Credit as provided for herein, each of the Security Parties hereby represents and warrants to the Agents and the Lenders (which representations and warranties shall survive the execution and delivery of this Agreement and the Notes and the making of the Advances and the issuance of Letters of Credit) that:

(a) Due Organization and Power. (i) The Borrower and each of the Subsidiaries are duly formed and are validly existing in good standing under the laws of their respective jurisdictions of incorporation, have duly qualified and are authorized to do business as a foreign corporation in each jurisdiction wherein the nature of the business transacted thereby makes such qualification necessary, have full power to carry on their respective businesses as now being conducted and, in the case of the Security Parties, to enter into and perform their respective obligations under each of this Agreement, the Notes and the Security Documents, and have complied with all statutory, regulatory and other requirements relative to such businesses and such agreements the noncompliance with which could reasonably be expected to give rise to a Material Adverse Change;

(ii) Set forth on Schedule B hereto is a complete and accurate list of all Subsidiaries of the Borrower, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation and the percentage ownership interest of the Borrower in such Subsidiary. All of the outstanding Equity Interests in the Borrower’s Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens, except those created under the Security Documents;

(b) Authorization and Consents. All necessary corporate action has been taken to authorize, and all necessary consents and authorizations have been obtained and remain in full force and effect to permit, each of the Security Parties to enter into and perform its respective obligations under each of this Agreement, the Notes and the Security Documents and to permit the Borrower to borrow, service and repay the Advances and no further consents or authorizations are necessary for the service and repayment of the Advances or any part of any thereof;

(c) Binding Obligations. Each of this Agreement, the Notes and the Security Documents constitutes legal, valid and binding obligations of the Security Parties as are party thereto, enforceable against the Security Parties as are party thereto in accordance with its terms, except to the extent that such enforcement may be limited by equitable principles or applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights;

(d) No Violation. The execution, delivery and performance by the Security Parties of this Agreement, the Notes and the Security Documents to which it is or is to be a party are within the Security Parties’ corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Security Party’s charter or bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any agreement respecting Indebtedness, any contract of employment relating to any of the Mortgaged Helicopters, or any other contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Security Party, any of their respective Subsidiaries or any of their properties or (iv) except for the Liens created under this Agreement and the Security Documents, result in or require the creation or imposition of any Lien upon or with respect to any Collateral;

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(e) Filings; Stamp Taxes. It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence in the United States of the Security Documents that any of them or any other instrument be filed, recorded, registered or enrolled in any court, public office or elsewhere in the United States, except as expressly provided herein, or that any stamp, registration or similar tax be paid in the United States on or in relation to any of the Security Documents, and no further action in the United States, including any filing or recording of any document, is necessary or permissible to establish and perfect the Administrative Agent’s security interest in the Mortgaged Helicopters and the other Collateral as against the Borrower, any Eligible Lessee (if applicable) and any third parties except for (i) any Mortgage Filing and the registration of the Mortgage with the FAA, (ii) the filing of financing statements and amendments thereto under the Uniform Commercial Code in Delaware and (iii) the registering of (A) the International Interest of each Mortgage with respect to each Mortgaged Helicopter and (B) the prospective assignment of the Borrower’s associated rights (if any) in any Eligible Lease (if applicable) with the International Registry;

(f) Filings; Perfection.

(i) All filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Security Documents have been duly made or taken and are in full force and effect, and the Security Documents create in favor of the Administrative Agent for the benefit of the Creditors a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the obligations under this Agreement and the Security Documents, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The Security Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under this Agreement and the Security Documents;

(ii) (A) Each of the Helicopter Owning Subsidiaries is or will be a “transacting user entity” (as such term is defined in the Regulations of the International Registry); is “situated”, for purposes of the Cape Town Treaty, in the United States; and has the power to “dispose” (as such term is used in the Cape Town Treaty) of the Mortgaged Helicopters owned by it on each Drawdown Date; (B) each Mortgaged Helicopter is an “aircraft object” (as defined in the Cape Town Treaty); (C) the United States is a Contracting State under the Cape Town Treaty and any other applicable State of Registration will be a Contracting State under the Cape Town Treaty; (D) each Mortgage shall convey an International Interest in each Mortgaged Helicopter; and (E) the payment of principal and interest on the Advances, and the performance by the Borrower of its obligations under this Agreement and the other Security Documents, are “associated rights” (as defined in the Cape Town Treaty). Notwithstanding the foregoing, any Helicopter Owning Subsidiary that is in an Acceptable Jurisdiction, but is not subject to the Cape Town Treaty, is required to be in compliance with all Applicable Laws;

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(g) Business and Property. Neither the business nor the properties of any Security Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could be reasonably likely to result in a Material Adverse Change;

(h) Litigation. Except as disclosed in filings by the Borrower with the United States Securities and Exchange Commission prior to the Drawdown Date of any Advance, there is no action, suit, investigation, litigation, arbitration, or proceeding affecting any Security Party or any Mortgaged Helicopter, including any Environmental Claim, pending or threatened before any before any court, board of arbitration or administrative agency that (i) would constitute a Material Adverse Change or (ii) purports to affect the legality, validity or enforceability of the Agreement, the Notes or any Security Document or the consummation of the transactions contemplated by the Agreement, the Notes or any Security Document or (iii) relates to any material contract of employment relating to any Mortgaged Helicopter;

(i) No Default. Neither the Borrower nor any of the Subsidiaries are in default under any agreement by which any thereof is bound, nor are any thereof in default in respect of any financial commitment or obligation, where such default could result in any Material Adverse Change;

(j) Mortgaged Helicopters. Set forth on Schedule B hereto is a complete and accurate list of all Mortgaged Helicopters (including their respective Engines) owned by the Borrower and, as applicable, each of the Helicopter Owning Subsidiaries as of the date hereof and to be subject to a Mortgage on the initial Drawdown Date; each such Mortgaged Helicopter is duly registered with the FAA in the name of the Borrower or one of the Helicopter Owning Subsidiaries under the laws of the United States, with such Mortgaged Helicopter eligible to operate in the United States; each such Mortgaged Helicopter is deployed as indicated in Schedule B hereto. Each of the Helicopter Owning Subsidiaries that owns a Mortgaged Helicopter is eligible to own and operate such Mortgaged Helicopter in the jurisdiction and trade in which such Mortgaged Helicopter is qualified;

(k) Helicopter Ownership, Classification, and Insurance.

(i) Each of the Mortgaged Helicopters is owned by the Borrower or a Helicopter Owning Subsidiary free and clear of all Liens and encumbrances other than Permitted Liens and is duly registered under the laws of an Acceptable Jurisdiction in the name of Borrower or such Helicopter Owning Subsidiary, as owner, or in the name of an Eligible Lessee, as operator under an Eligible Lease;

(ii) Each of the Mortgaged Helicopters has been maintained in accordance with the standards set forth in this Agreement; and

(iii) Each of the Mortgaged Helicopters is insured in accordance with the Required Insurance;

(l) Financial Statements. All financial statements, information and other data furnished by the Borrower to the Lenders are complete and correct, and such financial statements have been prepared in accordance with GAAP and accurately and fairly present the financial condition of the parties covered thereby as of the respective dates thereof and the results of the

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operations thereof for the period or respective periods covered by such financial statements. Since such date or dates there has been no Material Adverse Change and neither the Borrower nor any of the Subsidiaries have any contingent obligations, liabilities for taxes or other outstanding financial obligations which on a consolidated basis are material in the aggregate, except as disclosed in such statements, information and data;

(m) Tax Returns and Payments. The Borrower and each of the Subsidiaries have filed all tax returns required to be filed thereby and have paid all taxes payable thereby which have become due, other than those not yet delinquent or the non-payment of which would not give rise to a Material Adverse Change and except for those taxes being contested in good faith and by appropriate proceedings or other acts and for which adequate reserves have been set aside on the books thereof;

(n) Insurance. Each of the Borrower and the Subsidiaries have insured their respective properties, assets and businesses against such risks and in such amounts as are required by law and as are customary for comparable companies engaged in similar businesses;

(o) Chief Executive Office. The chief executive office and chief place of business of each Security Party is, and will continue to be, located at 600 Airport Service Road, Lake Charles, Louisiana 70605, except for Era FBO LLC which is located at 6160 Carl Brady Drive, Ted Stevens Anchorage Alaska International Airport, Anchorage, AK 99502;

(p) Solvency. On the date of the making of each Advance and both immediately before and immediately after giving effect to all the transactions contemplated by this Agreement and the other documents referred to herein to occur on the date of the making of each Advance and as of the date hereof, (i) the sum of the Borrower’s property (on a consolidated basis), at a fair valuation, does and will exceed its liabilities (on a consolidated basis), including contingent liabilities, (ii) the present fair salable value of the Borrower’s assets (on a consolidated basis) is not and shall not be less than the amount that will be required to pay the Borrower’s probable liability on its then existing debts (on a consolidated basis), including contingent liabilities, as they mature, (iii) the Borrower (on a consolidated basis) does not and will not have unreasonably small capital with which to continue its business, and (iv) the Borrower (on a consolidated basis) has not incurred, does not intend to incur and does not believe it will incur debts beyond its ability to pay such debts as they mature;

(q) Environmental Matters. Except as disclosed prior to the date of this Agreement in writing to the Lenders (i) the Borrower and each of the Subsidiaries are now and will continue to be, to the extent required, in compliance with all applicable United States federal and state, local, foreign and international laws, regulations, conventions and agreements relating to pollution prevention or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, navigable waters, waters of the contiguous zone, ocean waters and international waters), including, without limitation, laws, regulations, conventions and agreements relating to (1) emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous materials, oil, hazardous substances, petroleum and petroleum products and by-products (“Materials of Environmental Concern”), or (2) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (“Environmental Laws”) (except, as to all of the above, where the failure to do so would not be reasonably likely to result in a Material

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Adverse Change); (ii) the Borrower and each of the Subsidiaries now have and will continue to have, to the extent required, all permits, licenses, approvals, rulings, variances, exemptions, clearances, consents or other authorizations required under applicable Environmental Laws (“Environmental Approvals”) and are now and will continue to be, to the extent required, in compliance with all Environmental Approvals required to operate their respective businesses as then being conducted (except where the failure to comply with, obtain or renew such permits, licenses, rulings, variances, exemptions, clearances, consents or other authorizations would not be reasonably likely to result in a Material Adverse Change); and (iii) neither the Borrower nor any of the Subsidiaries have received any notice of any claim, action, cause of action, investigation or demand by any Person, entity, enterprise or government, or any political subdivision, intergovernmental body or agency, department or instrumentality thereof, alleging potential liability which would reasonably be likely to result in a Material Adverse Change, or a requirement to incur, any investigatory costs, cleanup costs, response and/or remedial costs (whether incurred by a governmental entity or otherwise), natural resources, property and/or personal injury damages, attorneys’ fees and expenses, or fines or penalties, in each case arising out of, based on or resulting from (1) the presence, or release or threat of release into the environment, of any Materials of Environmental Concern at any location, whether or not owned by the Borrower or any of the Subsidiaries, or (2) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law or Environmental Approval (“Environmental Claim”) (other than Environmental Claims that have been fully and finally adjudicated or otherwise determined and all fines, penalties and other costs, if any, payable by the Borrower or any of the Subsidiaries in respect thereof have been paid in full or which are fully covered by insurance (including permitted deductibles)), if such costs, damages, fees, expenses, fines and/or penalties on a consolidated basis are material in the aggregate;

(r) Liens. Other than as disclosed on Schedule C and Permitted Liens, there are no Liens in respect of Secured Debt on any property owned by the Borrower or any Subsidiary of the Borrower;

(s) Indebtedness. Other than as disclosed in Schedule D, neither the Borrower nor any of the Subsidiaries has any Indebtedness;

(t) Payment Free of Taxes. All payments made or to be made by the Security Parties under or pursuant to this Agreement, the Notes and the Security Documents shall be made free and clear of, and without deduction or withholding for an account of, any Taxes;

(u) ERISA. The execution and delivery of this Agreement and the consummation of the transactions hereunder will not involve any prohibited transaction within the meaning of ERISA or Section 4975 of the Code and no condition exists or event or transaction has occurred in connection with any Plan, Multiple Employer Plan, Multiemployer Plan or Foreign Plan resulting from the failure of any thereof to comply with ERISA or similar law which is reasonably likely to result in the Borrower, any member of the ERISA Group or any ERISA Affiliate incurring any liability, fine or penalty which individually or in the aggregate could result in a Material Adverse Change. Neither the Borrower nor any member of the ERISA Group nor any ERISA Affiliate, individually or collectively, has incurred, or reasonably expects to incur, Withdrawal Liabilities or liabilities upon the happening of a Termination Event the aggregate of which for all such Withdrawal Liabilities and other liabilities exceeds or would exceed $10,000,000. With respect to any Multiemployer Plan, Multiple Employer Plan, Plan or Foreign

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Plan, neither the Borrower nor any member of the ERISA Group nor any ERISA Affiliate is aware of or has been notified that any “variance” from the “minimum funding standard” has been requested (each such term as defined in Part 3, Subtitle B, of Title I of ERISA) or is aware of or has been notified of any similar request with regard to a Foreign Plan. Neither the Borrower nor any member of the ERISA Group nor any ERISA Affiliate has received any notice that any Multiemployer Plan is in reorganization, within the meaning of Title IV of ERISA;

(v) Foreign Trade Control Regulations. None of the transactions contemplated herein will violate the provisions of any statute, regulation or resolution enacted by the United States of America, any other nation or group of nations, or the United Nations to prohibit or limit economic transactions with certain foreign Persons including, but not limited to, the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010 and any of the provisions, without limitation, of the Foreign Assets Control Regulations of the United States of America (Title 31, Code of Federal Regulations, Chapter V, Part 500, et seq., as amended);

(w) No Proceedings to Dissolve. There are no proceedings or actions pending or contemplated by any Security Party or, to the best knowledge of any Security Party, contemplated by any third party, to dissolve or terminate any Security Party;

(x) Compliance with Laws. Each of the Security Parties is in compliance with all applicable laws, except where any failure to comply with any such applicable laws would not, alone or in the aggregate, result in a Material Adverse Change;

(y) No Margin Stock. None of the Security Parties is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock;

(z) No “Investment Company”. Neither any Security Party nor any of its Subsidiaries is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither any Security Party nor any of its Subsidiaries is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Security Parties, nor the consummation of the other transactions contemplated by this Agreement or the Security Documents, will violate any provision of either Act or any rule, regulation or order of the Securities and Exchange Commission thereunder;

(aa) Lawful Purposes/Ultimate Beneficiary. The Borrower requires the Credit Facility for use in connection with its lawful corporate purpose and for no other purposes and the Borrower’s use of the Credit Facility does not contravene any law, official requirement or other regulatory measure or procedure applicable to the Borrower implemented to combat “money laundering” (as defined in Article 1 of the Directive (2005/60/EC) of the Council of the European Communities) and comparable United States Federal and state laws. The Borrower represents that it is the ultimate beneficiary of the Credit Facility contemplated in this Agreement and will promptly notify the Lenders (by written notice to the Administrative Agent) if it ceases to be the ultimate beneficiary. Such written notice shall disclose the name and the address of the new ultimate beneficiary;

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(bb) No Untrue Statements. No written information, other than information related to general economic and industry conditions, furnished by or on behalf of any Security Party to the Administrative Agent or any other Creditor in connection with the negotiation and syndication of this Agreement, the Notes and the Security Documents or pursuant to the terms of this Agreement, the Notes and the Security Documents contained or will contain as of the date made any untrue statement of a material fact or omitted or will omit to state a material fact, when taken as a whole, necessary to make the statements made therein not misleading;

(cc) Pari Passu. This Agreement and the Facility and the obligations of the Borrower and the other Security Parties hereunder and under this Agreement, the Notes and the Security Documents shall rank at least pari passu in right of payment with all other present and future unsecured Indebtedness of the Borrower and such other Security Parties (except for mandatory obligations preferred by law);

(dd) Good Title. Each Security Party has good and marketable title to its personal property and assets (including any Helicopter owned or to be owned by such Security Party and related Collateral) free and clear of all Liens and encumbrances, in each case, other than Permitted Liens;

(ee) Proceeds. The proceeds of the Advances will be used only as set forth in Section 3.1 hereof;

(ff) No Money Laundering. In relation to the terms of this Agreement, Notes and the Security Documents and the performance and discharge of its obligations and liabilities under this Agreement, the Notes and the Security Document and the transactions contemplated thereby, each of the Borrower and the other Security Parties is acting for its own account, and the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat money laundering, including but not limited to such law, official requirement or other regulatory measure or procedure under the Patriot Act (as defined in Section 18.6 hereof), any European Union law, or other applicable law;

(gg) Operating Certificate. Each of the Helicopter Owning Subsidiaries (other than Era Leasing LLC and Era Med LLC) holds an air carrier operating certificate issued pursuant to Chapter 447 of Title 49, United States Code, for aircraft capable of carrying ten (10) or more individuals or 6,000 pounds or more of cargo; and

(hh) Survival. All representations, covenants and warranties made herein and in any certificate or other document delivered pursuant hereto or in connection herewith shall survive the making of the Credit Facility and the issuance of the Notes.

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SECTION 3. ADVANCES OF THE FACILITY/LETTERS OF CREDIT

3.1. Purpose. The Lenders have severally agreed to make the Initial Commitment under the Credit Facility available for general corporate purposes of the Borrower. Upon the prior written request of the Borrower to the Administrative Agent, such request to be delivered no later than fifteen (15) days prior to the proposed date of a Commitment Increase, the Initial Commitment under the Credit Facility may be increased by the Commitment Increase, provided that (a) at the time of making such request, there exists no Material Adverse Change or Event of Default and that such increase in the Committed Amount would not result in a Material Adverse Change or Event of Default, (b) the existing Lenders at the time of the making of such request or any new Lender who has become a party hereto in accordance with Section 11 hereof, agree to make the Commitment Increase or a portion thereof available, it being understood no existing Lender is obligated to increase its Commitment hereunder, and (c) any such increase in the Committed Amount shall be in minimum increments of Fifty Million Dollars ($50,000,000). The Commitment Increase, if made available, shall be made available for general corporate purposes of the Borrower.

3.2. Revolving Credit Advances. Each of the Lenders, relying upon each of the representations and warranties set out in Section 2, hereby agrees with the Borrower that, subject to the terms of this Agreement, it will on the Drawdown Dates make its portion of each Revolving Credit Advance (pro rata in proportion to its Commitment), as requested by the Borrower, available through the Administrative Agent to the Borrower in an aggregate amount not to exceed at any one time outstanding the then available Committed Amount, provided, however, that no Revolving Credit Advances shall be made one month prior to the Termination Date. The initial Revolving Credit Advance shall be in an amount (in an integral multiple of One Million Dollars ($1,000,000)) equal to or exceeding Five Million Dollars ($5,000,000) and each subsequent Revolving Credit Advance shall be in an amount (in an integral multiple of One Million Dollars ($1,000,000)) equal to or exceeding One Million Dollars ($1,000,000). Each Revolving Credit Advance shall be repaid in full, as more fully set forth hereinafter, not later than the Termination Date. Not more than fifteen (15) Revolving Credit Advances may be made in any consecutive twelve (12) month period. Within the limits of this Section 3.2 and upon the conditions herein provided, the Borrower may from time to time borrow pursuant to this Section 3.2, repay Revolving Credit Advances pursuant to Section 5 and reborrow pursuant to this Section 3.2. In addition, on three (3) Banking Days prior written notice to the Administrative Agent (which shall promptly furnish a copy to each Lender) the Borrower may convert (x) a LIBOR Advnce to a Base Rate Advance at the end of an Interest Period or (y) a Base Rate Advance to a LIBOR Advance. The obligation of each Lender to advance its respective portion of any Revolving Credit Advance shall be several and not joint with the other Lenders. With respect to each Revolving Credit Advance, no Lender shall be obliged to advance to the Borrower (a) with respect to each Revolving Credit Advance, an amount in excess of such Lender’s pro rata share of such Revolving Credit Advance and, (b) when aggregated with all other Advances and Letters of Credit outstanding at any time, an amount in excess of its Commitment.

3.3. Swing Line Advances. The Swing Line Bank, relying upon each of the representations and warranties set out in Section 2, hereby agrees with the Borrower that, subject to the terms of this Agreement, it will on the Drawdown Dates make a Swing Line Advance, as requested by the Borrower, available to the Borrower (i) in an aggregate amount not to exceed at any one time outstanding the lesser of (x) the Swing Line Facility at such time and (y) the Swing Line Bank’s Swing Line Commitment at such time and (ii) in an amount not to exceed at any one time outstanding the then available Committed Amount. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing

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Line Advance shall be in an amount of One Million Dollars ($1,000,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof and shall be made at the Base Rate together with the Applicable Margin. Within the limits of this Section 3.3 and upon the conditions herein provided, the Borrower may from time to time borrow pursuant to this Section 3.3, repay Swing Line Advances pursuant to Section 5 and reborrow pursuant to this Section 3.3. Immediately upon the making of a Swing Line Advance, each of the Lenders shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Bank a risk participation in such Swing Line Advance in an amount equal to the product of such Lender’s pro rata shares times the amount of such Swing Line Advance.

3.4. Availability Generally. The availability of the Advances to be made on the Drawdown Dates is subject to (i) the satisfaction of the applicable conditions precedent in accordance with the terms of Sections 4.1 and 4.2 and (ii) other than with respect to Swing Line Advances, such Advance being requested to be made on or prior to one (1) month before the Termination Date.

3.5. Revolving Credit Advance Drawdown Notice. The Borrower shall give written notice of each Revolving Credit Advance (x) prior to 11 a.m. (New York time) the day prior to the Drawdown Date of each Base Rate Advance and (y) prior to 11 a.m. (New York time),on the third (3^rd) Banking Day prior to the Drawdown Date of a LIBOR Advance (other than a Drawdown Date occurring by reason of a drawing under any Letter of Credit), serve a notice (a “Drawdown Notice”) on the Administrative Agent (which shall promptly furnish a copy to each Lender), substantially in the form set out in Exhibit 2, which notice shall (a) be in writing addressed to the Administrative Agent, (b) be effective on receipt by the Administrative Agent, provided it is received before 11 a.m., New York time, (otherwise it shall be deemed to have been received on the next Banking Day), (c) specify whether the requested Advance is to be a Base Rate Advance or a LIBOR Advance, (d) specify the amount and purpose of the Advance to be drawn, (e) specify the Banking Day on which the Advance is to be drawn and the initial Interest Period, (f) specify the disbursement instructions and (g) be irrevocable. Each Lender shall, before 3:00 p.m. (New York City time) on the Drawdown Date make available for the its to the Administrative Agent to the account designated by the Administrative Agent, in same day funds, such Lender’s ratable portion of such Advance. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth herein, the Administrative Agent will make such funds available to the Borrower; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Advances made by an Issuing Bank under any Letter of Credit, or, in either case, by any other Lender and outstanding on the such Drawdown Date, plus interest accrued and unpaid thereon to and as of such date, available to the Issuing Bank, as the case may be, and, in either case, such other Lenders for repayment of such Letter of Credit Advances. Unless the Administrative Agent shall have received notice from a Lender prior to any Drawdown Date that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Advance, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Drawdown Date herewith and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such

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amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Advance and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

3.6. Swing Line Advance Drawdown Notice. (a) The Borrower shall, not later than 11 a.m. (New York time) on the date of the proposed Swing Line Advance, serve a Drawdown Notice on the Swing Line Bank, copied to the Administrative Agent, which notice shall (a) be in writing addressed to the Swing Line Bank, (b) be effective on receipt by the Swing Line Bank, provided it is received before 11 a.m. (New York time) (otherwise it shall be deemed to have been received on the next Banking Day), (c) specify the amount and purpose of the Swing Line Advance to be drawn, (d) specify the initial Interest Period, (e) specify the disbursement instructions and (f) be irrevocable.

(b) The Swing Line Bank shall, on the date of each Swing Line Advance, give each Lender written notice of the making of the Swing Line Advance.

3.7. Drawdown Notice a Warranty. Each Drawdown Notice shall be deemed to constitute a warranty by the Borrower (a) that the representations and warranties stated in Section 2 are true and correct on the date of such Drawdown Notice and will be true and correct on the Drawdown Date as if made on such date, (b) that after giving effect to the borrowing made pursuant to such Drawdown Notice, the Credit Facility Balance shall not exceed the Committed Amount then available hereunder pursuant to Sections 3.2 and 3.3 and (c) that no Event of Default nor any event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default has occurred and is continuing.

3.8. Notation of Advance on Note. Each Advance, or pro rata portion thereof, made by a Lender to the Borrower may be evidenced by a notation of the same made by such Lender on the grid attached to such Lender’s Note, which notation, absent manifest error, shall be prima facie evidence of the amount of the relevant Advance.

3.9. Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, the Borrower may request that a Letter of Credit Issuer at any time and from time to time prior to the Banking Day immediately preceding the Termination Date issue, for the account of the Borrower and in support of the L/C Supportable Obligations, and subject to and upon the terms and conditions herein set forth, and such Letter of Credit Issuer agrees to issue from time to time, irrevocable standby letters of credit denominated in Dollars and in such form as may be approved by the Letter of Credit Issuer (singly, a “Letter of Credit” and collectively, the “Letters of Credit”).

(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued, the Stated Amount of which, (x) when added to the Letter of Credit Outstandings at such time, would exceed the Letter of Credit Limit or (y) when added to the Letter of Credit Outstandings at such time plus the aggregate principal amount of all Advances made by Lenders then outstanding would exceed the Committed Amount at such time; and (ii) each Letter of Credit shall have an expiry date occurring not later than the earlier of (x) the date which occurs thirty-six (36) months after the date of issuance thereof and (y) the Banking Day immediately preceding the Termination Date;

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provided that the Borrower may request, and the Letter of Credit Issuers, the Administrative Agent and the Lenders may consent, in their respective absolute discretion, to extend the expiry dates of certain Letters of Credit beyond the Termination Date (singly, an “Extended Letter of Credit” and collectively, the “Extended Letters of Credit”). Should one or more Lenders not consent to the requested extension, the Borrower may request and the applicable Letter of Credit Issuer, the Administrative Agent and the remaining Lenders may agree to provide such Extended Letter of Credit and in such case and for such purpose, the Commitments of the Lenders will be adjusted accordingly.

3.10. Request for Issuance of Letter of Credit. (a) Whenever the Borrower wishes that a Letter of Credit be issued, the Borrower shall give the applicable Letter of Credit Issuer written notice (a “Letter of Credit Request”), copied to the Administrative Agent, substantially in the form of Exhibit 3 prior to 11:00 a.m. (New York time) at least three (3) Banking Days prior to the proposed date of issuance (which shall be a Banking Day), which Letter of Credit Request shall include any documents that the Letter of Credit Issuer may reasonably require in connection therewith. The Letter of Credit Request shall be irrevocable. The Letter of Credit Issuer shall promptly notify each Lender of each Letter of Credit Request.

(b) The Letter of Credit Issuer shall, on the date of each issuance of a Letter of Credit by it, give each Lender and the Borrower written notice of the issuance of such Letter of Credit.

3.11. Letter of Credit Payments Deemed Advances. (a) The Borrower hereby agrees that any payment or disbursement made by a Letter of Credit Issuer under any Letter of Credit shall be deemed an Advance and shall bear interest for each day from the date of such payment or disbursement at the Base Rate together with the Applicable Margin as in effect on each day until the date falling three (3) Banking Days after receipt by the Administrative Agent of an Interest Notice with respect to such Advance and shall thereafter bear interest at the Applicable Rate. The applicable Letter of Credit Issuer shall give prompt notice to the Borrower and the Lenders of each payment or disbursement and the amount thereof under a Letter of Credit.

(b) (i) The Letter of Credit Issuers shall not concern themselves with the regularity or propriety of any demand made under any Letter of Credit beyond the face thereof, provided that such demand strictly complies with the terms of such Letter of Credit and (subject to the preceding proviso) it shall not be a defense to a claim of the Letter of Credit Issuers that the Letter of Credit Issuers could have resisted the payment in respect of which such claim is made.

(ii) The Borrower’s obligation to repay any Advance deemed made under this Section 3.11 (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any Letter of Credit Issuer or any Lender, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit (other than the failure of the Letter of Credit Issuer to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit) or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse any Letter of Credit Issuer for any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer.

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3.12. Letter of Credit Participation. (a) Immediately upon the issuance by a Letter of Credit Issuer of such Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender, and each Lender (each a “Letter of Credit Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, in proportion to such Lender’s Commitment, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligation of the Borrower under this Agreement with respect thereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Letter of Credit Participants as provided in Section 14.2) and any security therefor or guaranty pertaining thereto; provided, however, that for purposes of an Extended Letter of Credit, a Lender that did not consent to an Extended Letter of Credit shall not be deemed to be a Letter of Credit Participant in such Extended Letter of Credit.

(b) In determining whether to pay under any Letter of Credit, a Letter of Credit Issuer shall not have any obligation relative to the respective Letter of Credit Participants other than to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by a Letter of Credit Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Letter of Credit Issuer any resulting liability to the respective Letter of Credit Participants.

(c) In the event that any Letter of Credit Issuer makes any payment under any Letter of Credit issued thereby, upon receipt of notice thereof as provided in Section 3.11(a), each Letter of Credit Participant shall promptly and unconditionally pay to such Letter of Credit Issuer, the amount of such Letter of Credit Participant’s Percentage of such payment in Dollars and in same day funds; provided, however, that no Letter of Credit Participant shall be obligated to pay to a Letter of Credit Issuer its percentage of such payment for any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer. If a Letter of Credit Issuer so notifies any Letter of Credit Participant required to fund a drawing under a Letter of Credit prior to 11:00 a.m. (New York time) on any Banking Day, such Letter of Credit Participant shall make available to the Letter of Credit Issuer such Letter of Credit Participant’s Percentage of the amount of such payment on such Banking Day in same day funds. If and to the extent such Letter of Credit Participant shall not have so made its percentage of the amount of such drawing available to the Letter of Credit Issuer, such Letter of Credit Participant agrees to pay to the Letter of Credit Issuer, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Letter of Credit Issuer at the overnight Federal Funds Effective Rate. The failure of any Letter of Credit Participant to make available to a Letter of Credit Issuer its percentage of any drawing under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to such Letter of Credit Issuer its percentage of any payment under any Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to such Letter of Credit Issuer such other Letter of Credit Participant’s Percentage of any such payment.

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(d) The obligation of the respective Letter of Credit Participants to make payments to the applicable Letter of Credit Issuer with respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever (provided that no Letter of Credit Participant shall be required to make payments resulting from the Letter of Credit Issuer’s gross negligence or willful misconduct) and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances:

(i) any lack of validity or enforceability of this Agreement;

(ii) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any person for whom any such transferee may be acting), any Creditor or other person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit);

(iii) any draft, certificate or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect; or

(iv) the occurrence of any Event of Default.

3.13. Collateral Account. (a) No later than ninety (90) days before the Termination Date, the Borrower hereby agrees to deposit an amount equal to the aggregate amount available at such time to be drawn under the Extended Letters of Credit upon which a demand can be made (such aggregate amount as determined from time to time being the “Required Balance”) in a cash collateral account to be established and maintained by the Administrative Agent pursuant to a Cash Collateral Agreement over which the Administrative Agent shall have sole dominion and control (the “L/C Cash Collateral Account”) upon terms substantially set forth in such Cash Collateral Agreement. The Administrative Agent shall, at the Borrower’s direction and without assuming any risk of loss thereof, invest the funds in the L/C Cash Collateral Account in Cash Equivalents for the account of the Borrower. All interest and other investment gains earned on such investments shall be added to the L/C Cash Collateral Account as additional collateral security for the prompt and complete payment when due of the obligations and liabilities of the Borrower under and in respect of the Letters of Credit. On (i) the last Banking Day of each calendar month, the Administrative Agent or (ii) any other date that the Borrower, the Administrative Agent or Majority Lenders through the Administrative Agent shall in writing request, the Administrative Agent shall determine whether the amount on deposit on such date in the L/C Cash Collateral Account (A) is greater than the Required Balance on such date (the amount of such excess being the “Excess Amount”) or (B) is less than the Required Balance on such date (the amount of such deficit being the “Deficit Amount”). The Administrative Agent shall advise the Borrower on the date of determination of the existence, if any, of any Excess Amount or Deficit Amount and thereafter (i) the Borrower shall immediately upon receipt of notice from the Administrative Agent of the

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existence of any Deficit Amount, pay to the Collateral Agent (as defined in the Cash Collateral Agreement), as additional funds to be deposited and held in such cash collateral account, an amount equal to such Deficit Amount or (ii) upon request of the Borrower within 5 Banking Days of receipt of notice from the Administrative Agent of the existence of any Excess Amount, the Administrative Agent shall instruct such Collateral Agent to release to the Borrower from the funds on deposit in the L/C Cash Collateral Account an amount equal to such Excess Amount. If at any time the Administrative Agent or such Collateral Agent determines that any funds held in the L/C Cash Collateral Account are subject to any right or claim of any Person other than such Collateral Agent, any Creditor, or the Letter of Credit Issuer, which right or claim could reasonably have the effect of reducing the value of such funds to the Lenders and the Letter of Credit Issuer, the Borrower will, forthwith upon receipt of a demand by the Administrative Agent, pay to the Collateral Agent, as additional funds to be deposited and held in such L/C Cash Collateral Account, an amount equal to the amount by which the value of such funds to the Lenders and the Letter of Credit Issuer has been reduced as determined by the Administrative Agent.

(b) The Borrower hereby grants a security interest in any amounts from time to time on deposit in the L/C Cash Collateral Account as collateral security for the prompt and complete payment when due of the obligations and liabilities of the Borrower under and in respect of the Extended Letters of Credit.

(c) The Borrower, the Administrative Agent, each other Creditor, and the Letter of Credit Issuers agree that any action taken or omitted to be taken by the Administrative Agent in connection with the L/C Cash Collateral Account in accordance with the terms of this Agreement, if taken or omitted to be taken in good faith and with reasonable care, shall be binding upon the Borrower, each other Creditor, and the applicable Letter of Credit Issuers and shall not create any liability on the part of the Administrative Agent to the Borrower, each other Creditor, and the Letter of Credit Issuers.

SECTION 4. CONDITIONS

4.1. Conditions Precedent to Drawdown of the Initial Advance under the Credit Facility. The obligation of the Lenders to make the initial Advance available to the Borrower under this Agreement shall be expressly subject to the following conditions precedent:

(a) the Administrative Agent shall have received the following documents in form and substance satisfactory to the Administrative Agent and its legal advisers:

(i) copies, certified as true and complete by an officer of each of the Security Parties of the resolutions of its board of directors evidencing approval of this transaction and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute this Agreement, the Notes and the Security Documents to which it is a party and any other documents required in connection herewith on its behalf;

(ii) copies, certified as true and complete by an officer of each of the Security Parties or other applicable party, of all documents evidencing any other necessary actions (including actions by such parties thereto other than the Security Parties as may be required by the Lenders), approvals or consents with respect to this Agreement, the Notes and the Security Documents and the transactions contemplated hereby and thereby;

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(iii) copies, certified as true and complete by an officer of each of the Security Parties of its certificate of incorporation and by-laws (or equivalent);

(iv) certificate of the Secretary, Assistant Secretary or other authorized officer of each of the Security Parties certifying as to (x) the incumbency of the signatories of such Security Party, (y) the present directors of such Security Party and (z) the authorized, issued and outstanding capital stock of each of the Helicopter Owning Subsidiaries legally and beneficially owned by the Borrower; and

(v) good standing certificates of each of the Security Parties;

(b) the Security Parties shall have duly executed and delivered the following documents to which they are party:

(i) this Agreement;

(ii) the Notes;

(iii) the Guaranty;

(iv) the Pledge Agreement;

(v) the Security Agreement;

(vi) the Mortgages;

(vii) the Deposit Account Control Agreements in respect of the Deposit Accounts; and

(viii) the letter agreements referred to in Sections 14.3 and 14.4;

(c) the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent of the issuance of certificates of airworthiness with respect to each of the Mortgaged Helicopters issued by the State of Registration;

(d) the Administrative Agent shall have received proof of the ownership of each Mortgaged Helicopter by the Borrower or the respective Helicopter Owning Subsidiary;

(e) the Administrative Agent shall have received evidence of registration reasonably satisfactory to the Administrative Agent, noting the interest of the Borrower or the respective Helicopter Owning Subsidiary as the owner of such Mortgaged Helicopter, issued by the State of Registration;

(f) the Administrative Agent shall have received certificates of insurance and where required by an Eligible Lease, reinsurance (if applicable), from underwriters, insurers or brokers that demonstrate compliance with the Required Insurance provisions, together with evidence that the Administrative Agent has been named loss payee and that the Agents and the Lenders are named as additional insureds in respect of such insurance;

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(g) the Administrative Agent shall have received copies of all Eligible Leases;

(h) the Administrative Agent shall have received a certificate of the chief financial officer of the Borrower confirming the representations and warranties set forth in Sections 2.1(l) and 2.1(p) and containing conclusions as to the solvency of the Borrower (on a consolidated basis);

(i) the Agents and the Lenders shall have received payment in full of all fees and expenses due to them on the date hereof including, without limitation, all fees and expenses due under Section 14;

(j) the Administrative Agent shall be satisfied that neither the Borrower nor any of the Subsidiaries is subject to any Environmental Claim which could give rise to a Material Adverse Change;

(k) subject to receipt of the documents referenced in Section 7.2 from the Lenders, the Administrative Agent shall have received a certificate signed by the Chief Financial Officer of the Borrower certifying that under applicable law existing on the date hereof, the Borrower shall not be compelled by law to withhold or deduct any Taxes from any amounts to become payable to the Administrative Agent for the account of the Creditors hereunder;

(l) the Borrower shall deliver to the Administrative Agent consolidated financial statements for the period ending September 30, 2011;

(m) the Lenders shall have received documentation to their satisfaction in connection with their know your customer requirements, including but not limited to:

(i) certified list of directors, including titles, business and residential addresses and dates of birth;

(ii) certified true copy of photo identification (i.e. passport or driving license) and evidence of residential address (i.e. utility bill or bank statement) for all authorized signatories;

(iii) with respect to the Borrower, certificate of ultimate beneficial ownership, certified by the respective secretary, assistant secretary or other authorized officer of such entity; and

(iv) non-resident declaration forms, if applicable;

(n) no Material Adverse Change having occurred since September 30, 2011;

(o) the Administrative Agent having received such evidence as it may require that the Borrower and each of the Subsidiaries have insured their respective properties and other assets (including the Helicopters) with underwriters and agents acceptable to the Administrative Agent in the manner required under Section 2.1(k) and Section 2.1(n);

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(p) the Borrower shall have delivered to the Administrative Agent all advisable lien searches with respect to the Mortgaged Helicopters, but such searches shall in all circumstances include lien searches with the International Registry, in the jurisdictions of the Borrower and, if applicable, the operator of the related Mortgaged Helicopters, the State of Registration of each Mortgaged Helicopter and any other jurisdiction reasonably requested by the Administrative Agent, and the Borrower shall have recorded and/or filed (or provide for such recording or filing), as applicable, financing statements and/or termination agreements, as applicable, evidencing the termination of the security interest of any other Person shown in such lien searches or otherwise required with respect to the Mortgaged Helicopters;

(q) the Administrative Agent shall have received appraisals, in form and substance satisfactory to the Administrative Agent, as to the Fair Market Value of each of the Helicopters owned by the Borrower or the Helicopter Owning Subsidiaries, it being agreed that the appraisal dated November 1, 2011 from Ascend Aviation Insight is acceptable for these purposes;

(r) the Borrower shall have delivered to the Administrative Agent:

(i) evidence of the filing or recording, as applicable, of (x) all necessary or advisable (as determined by the Administrative Agent) instruments to effect the perfection of the Administrative Agent’s interest in the Collateral with the applicable Aviation Authority (or other appropriate local authorities), the International Registry and (y) all necessary or advisable (as determined by the Administrative Agent) UCC financing statements or amendments thereto and UCC termination statements (or similar documents of similar import);

(ii) all necessary or desirable (as determined by the Administrative Agent) permits and documents of similar import in other jurisdictions reasonably requested by the Administrative Agent and necessary or advisable to (x) perfect or otherwise record and (y) protect the security interest of the Administrative Agent in the Collateral (including any deregistration power of attorney in favor of the Administrative Agent or permits for the import and/or export of such Collateral from any applicable jurisdiction, if customary in the relevant jurisdiction or as detailed in the opinion of local Aviation Authority counsel);

(iii) without limiting the foregoing, the Borrower shall have provided the Administrative Agent evidence of filing each Mortgage with the FAA with respect to each Mortgaged Helicopter (including any amendments or supplements to any of the foregoing);

(iv) there shall have been registered with the International Registry registrations evidencing the international interest (as defined in the Cape Town Treaty) of: (x) the Mortgage on such Mortgaged Helicopter, as between the Borrower, as mortgagor and the Administrative Agent, as mortgagee, and (y) if applicable, the Eligible Lease as between the Eligible Lessee, as lessee, the Borrower or Helicopter Owning Subsidiary, as lessor, and the assignment thereof to the Administrative Agent, as assignee; and

(s) the Administrative Agent shall have received:

(i) a legal opinion or legal opinions of special counsel dated the date hereof in respect of local Aviation Authority matters (including, without limitation as applicable, an opinion regarding any Cape Town Treaty filings), including (x) the required steps to perfect a Mortgage Filing, the due taking of such steps to perfect, and the

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enforceability of the related Mortgage (if any), and (y) the taking of such other action in such jurisdiction as may be recommended or customary, which counsel and opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and

(ii) opinions from Seward & Kissel LLP, counsel to the Lenders and the Agents, Paul Robinson, Esq., General Counsel of the Borrower, and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, special counsel to the Borrower, in such form as the Administrative Agent may agree, as well as such other legal opinions as the Lenders shall require as to all or any matters under the laws of the United States of America, the State of New York and the corporate law of the State of Delaware covering the representations and conditions which are the subjects of Sections 2 and 4 or in such other form as the Administrative Agent may agree.

4.2. Further Conditions Precedent. The obligation of the Lenders to make any Advance (other than an Advance which occurs by reason of a drawing under any Letter of Credit) available to the Borrower or issue a Letter of Credit shall be expressly and separately from the foregoing conditional upon, on the relevant Drawdown Date:

(a) the Administrative Agent having received a Drawdown Notice in accordance with the terms of Section 3.5 or Section 3.6, as applicable, or a Letter of Credit Request in accordance with the terms of Section 3.10, as applicable;

(b) the representations stated in Section 2 (updated mutatis mutandis) being true and correct as if made on that date;

(c) no Event of Default having occurred and being continuing and no event having occurred and being continuing which, with the giving of notice or lapse of time, or both, would constitute an Event of Default; and

(d) the Administrative Agent being satisfied that no Event of Default will arise following the drawdown of the Advance in question by reason of the drawdown of the Advance and that no event or state of affairs exists which constitutes, in the reasonable opinion of the Administrative Agent, a material risk that it will be unlawful or impossible for the Borrower to make any payment or perform any material obligation as required under the terms of this Agreement, the Notes and the Security Documents.

4.3. Break Funding Costs. In the event that, on any date specified for the making of an Advance in any Drawdown Notice, the Lenders shall not be obliged under this Agreement to make such Advance available under this Agreement, the Borrower shall indemnify and hold the Lenders or any of them, fully harmless against any losses which they may sustain as a result of borrowing or agreeing to borrow funds to meet the drawdown requirement in respect thereof and the certificate of such Lender, absent manifest error, shall be conclusive and binding on the Borrower as to the extent of any such losses.

4.4. Satisfaction after Drawdown. Without prejudice to any of the other terms and conditions of this Agreement, in the event the Lenders, in their sole discretion, make an Advance prior to the satisfaction of all or any of the conditions referred to elsewhere in Sections 4.1 and 4.2, the Borrower hereby covenants and undertakes to satisfy or procure the satisfaction of such condition or conditions within fourteen (14) days after the relevant Drawdown Date (or such longer period as the Lenders, in their sole discretion, may agree) and the failure of the Borrower to do so will constitute an Event of Default.

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SECTION 5. REPAYMENT, PREPAYMENT AND REDUCTION

5.1. Repayment. The Borrower shall repay all outstanding Advances (subject to reductions and prepayments as hereinafter set forth) on the Termination Date and shall also repay outstanding Advances, to the extent required to comply with (a) Section 3.11, (b) a reduction of the Credit Facility pursuant to Section 5.4 or (c) as may be otherwise provided in this Agreement.

5.2. Optional Prepayment. The Borrower may prepay, upon three (3) Banking Days’ written notice, any outstanding Advance or any portion thereof, without penalty, provided that such prepayment is made on the last day of the Interest Period covering such Advance. Each prepayment shall be (a) in a minimum amount of One Million Dollars ($1,000,000), (b) in an amount equal to an integral multiple of such minimum amount or (c) in the full amount of the Advance. On the date of prepayment (whether pursuant to this Section or as a consequence of any reduction in the Committed Amount) all accrued interest to the date of such prepayment shall be paid in full with respect to Advances or portion thereof being prepaid, together with any and all actual costs or expenses incurred by any Agent or Lender in connection with any breaking of funding (as certified by the relevant Lenders, which certification, absent any manifest error, shall be conclusive and binding on the Borrower).

5.3. Mandatory Prepayment. Upon (i) the sale of any Mortgaged Helicopter or (ii) the earlier of (x) ninety (90) days after an Event of Loss of any of the Mortgaged Helicopters or (y) the date on which the insurance proceeds in respect of such loss are received by the Borrower or the Administrative Agent, as assignee thereof, the Borrower shall apply such proceeds in prepayment of the Credit Facility to the extent (but only to the extent) such prepayment is required in order for the Borrower to continue to comply with the covenants in Sections 10.1(a)(xvi) through (xxi) of this Agreement. Any such prepayment shall be made together with interest thereon, breakfunding costs and the costs and expenses provided for in Section 14.5.

5.4. Voluntary Permanent Reduction of the Committed Amount of the Credit Facility. The Borrower shall have the right, at any time and from time to time, to request, without penalty, a permanent partial or whole reduction of the Committed Amount, provided that (a) the Administrative Agent receives three (3) Banking Days’ prior written notice of such request, (b) if the then outstanding Credit Facility Balance exceeds the Committed Amount as so reduced, such requested reduction occurs on the last day of the applicable Interest Period(s) for Advances (or portions thereof) outstanding under this Agreement at least equal to the excess of the Credit Facility Balance over the reduced Committed Amount and (c) after such reduction, the then outstanding Credit Facility Balance shall not exceed the Committed Amount as so reduced. Each such partial permanent reduction shall be equal to or shall exceed Ten Million Dollars ($10,000,000) and shall be an integral multiple of Ten Million Dollars ($10,000,000).

5.5. Reduction of Commitment. Simultaneously with each reduction of the Committed Amount (whether pursuant to Section 5.4 or otherwise), each Lender’s Commitment in respect of the Credit Facility shall be reduced pro rata in proportion to their respective interests in the Credit Facility.

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SECTION 6. INTEREST AND RATE

6.1. Applicable Rate. Except as otherwise provided in Sections 3.3 and 3.11, each Advance shall bear interest at a rate per annum (the “Applicable Rate”) equal to the aggregate of (a) the Base Rate plus (b) the Applicable Margin for any Base Rate Advance and (x) LIBOR for the applicable Interest Period, plus (y) the Applicable Margin for any LIBOR Advance. Upon the occurrence of an Event of Default or an event or condition which, with the giving of notice or passage of time or both, would constitute an Event of Default, the Credit Facility Balance or any other amount payable hereunder or under the Notes shall bear interest thereafter at a rate (the “Default Rate”) of two hundred basis points (200 bp) over the otherwise Applicable Rate then in effect.

6.2. LIBOR; Interest Periods. With respect to each LIBOR Advance, the Borrower may select Interest Periods of one (1), three (3), six (6), nine (9) or twelve (12) months (or such longer period as the Lenders may, in their sole discretion, agree), provided, however, that in no event may the Borrower select an Interest Period of one (1) month more than six (6) times in any calendar year. The Borrower shall give an Interest Notice to the Administrative Agent (which shall promptly forward same to the Lenders) at least three (3) Banking Days prior to the end of any then existing Interest Period, which Interest Notice shall set forth the Interest Period selected. If at the end of any then existing Interest Period, the Borrower fails to give an Interest Notice as provided herein, the following Interest Period shall have a duration of three (3) months. LIBOR and the Applicable Rate shall be determined by the Administrative Agent two (2) Banking Days prior to the first day of the relevant Interest Period and shall be promptly notified in writing to the Borrower. The Borrower’s right to select an Interest Period shall be further subject to the restriction that no selection of an Interest Period shall be effective unless the Lenders are satisfied that the necessary funds will be available to the Lenders for such period and the Administrative Agent is satisfied that no Event of Default or event which with notice or the passage of time, or both, would constitute an Event of Default shall have occurred. No Interest Period may extend beyond the Termination Date.

6.3. Interest Payments. Interest on each Advance or portion thereof, shall be payable quarterly in arrears and on the last day of each Interest Period.

6.4. Interest Due Only on Banking Day. If interest would, under Section 6.3, be payable on a day which is not a Banking Day, it shall then be payable on the next following Banking Day, unless such next following Banking Day falls in the following month in which case it shall be payable on the Banking Day immediately preceding the day on which such interest would otherwise be payable.

6.5. Calculation of Interest. All interest shall accrue from day to day and be calculated on the actual number of days elapsed and on the basis of a three hundred sixty (360) day year.

SECTION 7. PAYMENTS

7.1. Place of Payments, No Set Off. All payments to be made hereunder by the Borrower shall be made on the due dates of such payments to the Administrative Agent at its office located at 1525 W WT Harris Blvd., Charlotte, NC 28262 D1109-019 or to such other branch of the Administrative Agent as the Administrative Agent may direct, without set-off or counterclaim

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and free from, clear of and without deduction for, any Taxes, provided, however, that if the Borrower shall at any time be compelled by law to withhold or deduct any Taxes from any amounts payable to the Agents and the Lenders hereunder, then, subject to Section 7.2, the Borrower shall pay such additional amounts as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which would have been received if such withholding or deduction were not required and, in the event any withholding or deduction is made, whether for Taxes or otherwise, the Borrower shall promptly send to the Administrative Agent such documentary evidence with respect to such withholding or deduction as may be required from time to time by the Agents and the Lenders or any thereof.

7.2. Proof of no Withholding. Each Lender and any transferee, assignee or participation holder (a “Transferee”) that is not incorporated under the laws of the United States of America or a State thereof agrees that, on the initial Drawdown Date and prior to the first date on which any payment is due to such Lender or Transferee hereunder, the Lender or Transferee shall deliver to the Borrower a duly completed United States Internal Revenue Service Form W-8BEN or Form W-8ECI (or applicable successor form) indicating that such Lender is exempt from United States withholding tax. Each Lender or Transferee that is incorporated under the laws of the United States or a State thereof shall, prior to the first date on which any payment is due to such Lender or Transferee hereunder, deliver to the Borrower a United States Internal Revenue Service Form W-9 (or applicable successor form). A Lender or Transferee subject to the provisions of this Section 7.2 further undertakes to deliver to the Borrower another copy of any of the foregoing forms on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered thereby to the Borrower, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender or Transferee from duly completing and delivering any such form with respect to it, and such Lender or Transferee has advised the Borrower that it is no longer exempt from United States withholding tax or exempt from United States backup withholding tax, as the case may be. The Borrower shall not be required to pay any additional amounts described in Section 7.1 hereof to the extent that the underlying Taxes arise as a result of (i) a Lender’s or a Transferee’s failure to provide any applicable IRS form referred to in this Section 7.2 within sixty (60) days after the Borrower has made a written request for such form, or (ii) the IRS determining upon audit of the Borrower that such IRS form submitted by the Lender or a Transferee is incorrect or invalid.

7.3. Federal Income Tax Credits. In connection with the foregoing, each Lender may consult with its legal advisers, all fees and expenses of which shall be for the account of the Borrower. If a Lender obtains the benefit of a credit against its liability for federal income taxes imposed by the United States of America for all or part of the Taxes as to which the Borrower has paid additional amounts as aforesaid then such Lender shall reimburse the Borrower for the amount of the credit so obtained.

SECTION 8. INTENTIONALLY OMITTED

8.1. [Intentionally Omitted]

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SECTION 9. EVENTS OF DEFAULT

9.1. Events of Default. In the event that any of the following events shall occur and be continuing:

(a) Principal and Interest Payments. Any payment of principal due on the Termination Date or otherwise due hereunder or under the Notes or under any of them or any interest on any of the Advances, is not paid on the due date; or

(b) Other Payments. Any amount (other than principal and interest) becoming payable under this Agreement, under the Notes or under the Security Documents or under any of them, is not paid on the due date or date of demand (as the case may be), and such default continues unremedied for a period of three (3) Banking Days; or

(c) Insurance. Borrower shall fail to carry and maintain, or cause to be carried and maintained, insurance on and in respect of the Mortgaged Helicopters in accordance with the provisions of Section 10.1(a)(xiv); or

(d) Representations, etc. Any representation, warranty or other statement made by the Security Parties in this Agreement or in any other instrument, document or other agreement delivered in connection herewith or therewith proves to have been untrue or misleading in any material respect as at the date as of which made or affirmed; or

(e) Impossibility, Illegality. It becomes impossible or unlawful for any of the Security Parties to fulfill any of the covenants and obligations contained herein, in the Notes or in any of the Security Documents or for any of the Lenders to exercise any of the rights vested in them hereunder, under the Notes or under the Security Documents and such impossibility or illegality in the reasonable opinion of the Majority Lenders will give rise to a Material Adverse Change; or

(f) Citizenship. The Borrower or any of the Helicopter Owning Subsidiaries owning Helicopters registered under the laws of the United States of America breaches Section 10.1(a)(vii) and, provided such default does not render any such Helicopter liable to forfeiture, such default is not cured within thirty (30) days of its occurrence; or

(g) Helicopter Ownership and Registration. Any Mortgaged Helicopter is not owned by Borrower or one of the Helicopter Owning Subsidiaries and duly registered under the laws of an Acceptable Jurisdiction in the name of the Borrower or such relevant Helicopter Owning Subsidiary, as owner, or in the name of an Eligible Lessee, as operator under an Eligible Lease; or

(h) Covenants. The Borrower defaults in the performance of Sections 10.1(a) (vii) through (ix),(xvi) through (xxi), (xxv) through (xxxiii) or Section 10.1(b); or

(i) Other Covenants. The Borrower defaults in the performance of any other term, covenant or agreement contained in this Agreement, in the Notes, in the Security Documents or in any other instrument, document or other agreement delivered in connection herewith or therewith, or there occurs any other event which constitutes a default under this Agreement, the Notes or the Security Documents, in each case other than an Event of Default referred to elsewhere in this Section 9.1 and such default continues unremedied for a period of ten (10) days following notice thereof by the Administrative Agent; or

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(j) Indebtedness. The Borrower or any of the Subsidiaries shall (a) default in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Funded Debt in excess of Twenty-five Million Dollars ($25,000,000), (b) default in the observance or performance of any agreement or condition relating to any such Funded Debt or any other event shall occur or condition exist, the effect of which default or other event or condition would entitle the holder or holders of such Funded Debt to declare any such Funded Debt to become due prior to its stated maturity or (c) default in the observance or performance of any agreement or condition relating to Indebtedness (other than Funded Debt) exceeding, in the aggregate, Twenty-five Million Dollars ($25,000,000); or

(k) Bankruptcy. The Borrower or any of the Subsidiaries commences any proceedings relating to any portion of its property under any reorganization, arrangement or readjustment of debt, dissolution, winding up, adjustment, composition, bankruptcy or liquidation law or statute of any jurisdiction (other than with respect to a corporate re-organization unrelated to a company’s insolvency), whether now or hereafter in effect (“Proceeding”), or there is commenced against any thereof any Proceeding which Proceeding remains undismissed or unstayed for a period of thirty (30) days; or any receiver, trustee, liquidator or sequestrator of, or for, any thereof or any substantial portion of the property of any thereof is appointed and is not discharged within a period of thirty (30) days; or any thereof by any act indicates consent to or approval of or acquiescence in any Proceeding or to the appointment of any receiver, trustee, liquidator or sequestrator of, or for, itself or any substantial portion of its property; or

(l) Judgments. (a) Any judgment or order is made the effect whereof would be to render ineffective or invalid this Agreement, the Notes, the Security Documents or any thereof, (b) non-appealable final judgments or orders for the payment of money involving matters not covered by insurance in excess of US$25,000,000 (or its equivalent in any other currency) in the aggregate for the Borrower and all of its Subsidiaries shall be rendered against the Borrower and/or any of its Subsidiaries and such judgments or orders shall continue unsatisfied and unstayed for a period of thirty (30) consecutive days unless the failure to promptly satisfy such judgment(s) would not result in a Material Adverse Change or (c) any non-monetary judgment or order shall be rendered against the Borrower or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse Change, and there shall be any period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(m) Inability to Pay Debts. The Borrower or any of the Subsidiaries is unable to pay or admits its inability to pay its debts as they fall due or if a moratorium shall be declared in respect of any Funded Debt of the Borrower or any of the Subsidiaries; or

(n) Change of Control. A Change of Control shall occur; or

(o) ERISA Debt. The Borrower or any member of the ERISA Group or any ERISA Affiliate, individually or collectively, shall (i) fail to pay when due an amount or amounts aggregating in excess of $1,000,000 which it or they shall have become liable to pay under the “minimum funding standard” requirements of Part 3, Subtitle B, of Title I of ERISA or Title IV of ERISA or any required contribution to a Foreign Plan or (ii) incur, or shall reasonably expect to incur, any Withdrawal Liability or liability upon the happening of a Termination Event; or

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(p) Termination of Operations; Sale of Assets. Except as expressly permitted under this Agreement, (i) the Borrower and its Subsidiaries (taken as a whole) (a) ceases its operations or (b) sells or otherwise disposes of all or substantially all of its assets, (ii) all or substantially all of the assets of the Borrower and its Subsidiaries (taken as a whole) are seized or otherwise appropriated or (iii) any Security Party or any Helicopter Owning Subsidiary is dissolved or its usual business ceases or is suspended, provided that if a Helicopter Owning Subsidiary is to be dissolved or is to cease or suspend its usual business, it must first transfer all of its assets, including all Mortgaged Helicopters, to another Helicopter Owning Subsidiary which must then mortgage such Mortgaged Helicopters in favor of the Administrative Agent; or

(q) Change in Financial Position. Any change in the operations or the financial position of the Borrower (taking into account the operations and the financial position of the Borrower’s Subsidiaries as a whole) which, in the reasonable opinion of the Majority Lenders, shall result in a Material Adverse Change; or

(r) Environmental Claims. The Borrower or its Subsidiaries shall become liable (whether, directly or indirectly, by indemnity or contribution or otherwise) for remediation and/or environmental compliance expenses and/or fines, penalties or other charges which, in the aggregate, has resulted in or is reasonably likely to result in a Material Adverse Change; or

(s) Mortgages. There is any default under any of the Mortgages; or

(t) Priority. Except as otherwise permitted hereunder, the Creditors shall cease to have a first priority perfected security interest in any Collateral; or

(u) Ownership of Mortgaged Helicopters. The Borrower or any of the Helicopter Owning Subsidiaries ceases to have good and marketable title to the Mortgaged Helicopters or any thereof, free and clear of all Liens or encumbrances other than Permitted Liens; or

(v) Documents Void. This Agreement, the Notes or any Security Document that has been executed by any Security Party shall cease to be in full force and effect, shall be determined by any court to be void, voidable or unenforceable, or any Security Party shall assert in writing any defense to any of its obligations under this Agreement, the Notes or any Security Document to which it is a party or otherwise contest its liability thereunder, or any such Security Party shall rescind or revoke in writing (or attempt to rescind or revoke in writing) any of its obligations under this Agreement, the Notes or any Security Document, whether with respect to future transactions or otherwise; or

(w) Material Adverse Change. A Material Adverse Change shall have occurred;

then the Lenders’ obligation to make the Credit Facility available shall cease and the Administrative Agent, on behalf of the Lenders, may (with the consent of the Majority Lenders) and shall (upon the Majority Lenders’ instruction) by notice to the Borrower, (i) terminate the

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Commitments and declare the entire balance of the then outstanding Advances, accrued interest and any other sums payable by the Borrower hereunder and under the Notes due and payable whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived (provided that upon the happening of an event specified in subsections (k) or (m) of this Section 9.1, the Notes shall be immediately due and payable without declaration or other notice to the Borrower), (ii) terminate any Letter of Credit which may be terminated in accordance with its terms and (iii) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of an Event of Default specified in subsection (k) or (m) of this Section 9.1, it will pay) to the Administrative Agent at the office set forth in Section 7.1 such additional amounts, to be held as security in respect of Letters of Credit then outstanding (if any), equal to the aggregate of the then Letter of Credit Outstandings, such amounts to be repaid to the Borrower to the extent not utilized to cover Letter of Credit drawings. In such event, the Administrative Agent and the Lenders may proceed to protect and enforce their rights by action at law, suit in equity or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement or in the Notes or in aid of the exercise of any power granted herein or therein, or the Administrative Agent and the Lenders may proceed to enforce the payment of the Notes when due or to enforce any other legal or equitable right of the Lenders, or proceed to take any action authorized or permitted by applicable laws for the collection of all sums due, or so declared due, on the Notes, including, without limitation, the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrower hereunder and/or under the Notes (whether or not then due) all moneys and other amounts of the Borrower, then or thereafter in possession of the Lenders, the balance of any deposit account (demand or time, matured or unmatured) of the Borrower then or thereafter with the Lenders and every other claim of the Borrower then or thereafter against the Lenders. Notwithstanding the foregoing, the Administrative Agent on behalf of the Lenders, may proceed to exercise any of the additional remedies set forth in Section 9.2.

9.2. Remedies.

(a) Sale of Collateral.

(i) If an Event of Default shall have occurred, then and in every such case the Administrative Agent may exercise any or all of the rights and powers and pursue any and all of the remedies pursuant to this Section 9 and shall have and may exercise all of the rights and remedies of a secured party under the Uniform Commercial Code or of a chargee under the Cape Town Treaty and may take possession of all or any part of the properties covered or intended to be covered by the Lien created hereby or pursuant hereto and may exclude the Borrower and all persons claiming under it wholly or partly therefrom. Without limiting any of the foregoing, it is understood and agreed that the Administrative Agent may exercise any right of sale of the Mortgaged Helicopters available to it, even though it shall not have taken possession of the Mortgaged Helicopters and shall not have possession thereof at the time of such sale.

(ii) The Administrative Agent shall be entitled, at any sale pursuant to this Section 9.2, to credit against any purchase price bid at such sale all or any part of the unpaid obligations owing to the Lenders and secured by the Lien in favor of the Administrative Agent.

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(iii) In the event of any sale of the Collateral, or any part thereof, pursuant to any judgment or decree of any court or otherwise in connection with the enforcement of any of the terms of this Agreement, the entire balance of the then outstanding Advances, together with accrued interest thereon, and other amounts due hereunder, shall immediately become due and payable without presentment, demand, protest or notice, all of which are hereby waived.

(b) Return of Aircraft, Etc.

(i) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated, at the request of the Administrative Agent, the Borrower shall promptly execute and deliver to the Administrative Agent such instruments of title and other documents as the Administrative Agent may deem necessary or advisable to enable the Administrative Agent or an agent or representative designated by the Administrative Agent, at such time or times and place or places as the Administrative Agent may specify, to obtain possession of all or any part of the Collateral to which the Administrative Agent shall at the time be entitled hereunder. If the Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by the Administrative Agent, the Administrative Agent may (i) obtain a judgment conferring on the Administrative Agent the right to immediate possession and requiring the Borrower to execute and deliver such instruments and documents to the Administrative Agent, to the entry of which judgment the Borrower hereby specifically consents to the fullest extent permitted by Applicable Law, and (ii) pursue all or part of such Collateral wherever it may be found and may enter any of the premises of Borrower wherever such Collateral may be or be supposed to be and search for such Collateral and take possession of and remove such Collateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien in favor of the Administrative Agent.

(ii) Upon every such taking of possession, the Administrative Agent may, from time to time, at the expense of the Collateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Collateral, as it may deem proper. In each such case, the Administrative Agent shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Collateral and to exercise all rights and powers of the Borrower relating to the Collateral, as the Administrative Agent shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Collateral or any part thereof as the Administrative Agent may determine, and the Administrative Agent shall be entitled to collect and receive directly all rents, revenues and other proceeds of the Collateral and every part thereof, without prejudice, however, to the right of the Administrative Agent under any provision of this Agreement to collect and receive all cash held by, or required to be deposited with, the Administrative Agent hereunder. Such rents, revenues and other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Collateral and of conducting the business thereof, and to make all payments which the Administrative Agent may be required or may elect to make, if any, for taxes, assessments, insurance or other

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proper charges upon the Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Borrower), and all other payments which the Administrative Agent may be required or authorized to make under any provision of this Agreement, as well as just and reasonable compensation for the services of the Administrative Agent, and of all persons properly engaged and employed by the Administrative Agent with respect hereto.

(c) Remedies Cumulative. Each and every right, power and remedy given to the Administrative Agent specifically or otherwise in this Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at Applicable Law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Administrative Agent, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Administrative Agent in the exercise of any right, remedy or power or in the pursuance of any remedy shall impair any such right, power or remedy or be construed to be a waiver of any default on the part of the Borrower or to be an acquiescence therein.

(d) Discontinuance of Proceedings. In case the Administrative Agent shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Administrative Agent, then and in every such case the Borrower and the Administrative Agent shall, subject to any determination in such proceedings, be restored to their former positions and rights hereunder with respect to the Collateral, and all rights, remedies and powers of the Borrower or the Administrative Agent shall continue as if no such proceedings had been instituted.

(e) Waiver of Past Defaults. Upon written instruction from a Majority Lenders, the Administrative Agent shall waive any past Event of Default hereunder and its consequences and upon any such waiver such Event of Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Agreement, but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon; provided, that in the absence of written instructions from all the Lenders, the Administrative Agent shall not waive any Event of Default (i) in the payment of the then outstanding balance of Advances, and interest and other amounts due under any Note then outstanding, or (ii) in respect of a covenant or provision hereof which, under the terms of this Agreement, cannot be modified or amended without the consent of each Lender.

(f) Appointment of Receiver. The Administrative Agent shall, as a matter of right, be entitled to the appointment of a receiver (who may be the Administrative Agent or any successor or nominee thereof) for all or any part of the Collateral, whether such receivership be incidental to a proposed sale of the Collateral or the taking of possession thereof or otherwise, and the Borrower hereby consents to the appointment of such a receiver and will not oppose any such appointment. Any receiver appointed for all or any part of the Collateral shall be entitled to exercise all the rights and powers of the Administrative Agent with respect to the Collateral.

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(g) Administrative Agent Authorized to Execute Bills of Sale, Etc. The Borrower irrevocably appoints, while an Event of Default has occurred and is continuing, the Administrative Agent the true and lawful attorney-in-fact of the Borrower (which appointment is coupled with an interest) in its name and stead and on its behalf, for the purpose of effectuating any sale, assignment, transfer or delivery for the enforcement of the Lien in favor of the Administrative Agent, whether pursuant to foreclosure or power of sale, assignments and other instruments as may be necessary or appropriate, with full power of substitution, the Borrower hereby ratifying and confirming all that such attorney or any substitute shall do by virtue hereof in accordance with Applicable Law. Nevertheless, if so requested by the Administrative Agent or any purchaser, the Borrower shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Administrative Agent or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request.

(h) Rights of Lenders to Receive Payment. Notwithstanding any other provision of this Agreement, the right of any Lender to receive payment of principal of, and premium, if any, and interest on a Note on or after the respective due dates expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates in accordance with the terms hereof, shall not be impaired or affected without the consent of such Lender.

9.3. Indemnification. The Borrower agrees to, and shall, indemnify, reimburse and hold each of the Agents and the Lenders harmless against any loss or reasonable costs or expenses (including legal fees and expenses) which any of the Agents and the Lenders sustains or incurs as a consequence of any default in payment of the principal amount of any Advance or interest accrued thereon or any other amount payable hereunder or under the Notes including, but not limited to, all actual losses incurred in liquidating or re-employing fixed deposits made by third parties or funds acquired to effect or maintain the Credit Facility or any part thereof and any costs incurred by any of the Agents and the Lenders in connection with the unwinding of any interest rate swap or other hedging arrangements.

9.4. Application of Moneys. All moneys received by any of the Lenders under or pursuant to this Agreement, the Notes or the Security Documents after the happening of any Event of Default shall be applied by the Administrative Agent in the following manner:

(a) first, in or towards the payment or reimbursement of any expenses or liabilities incurred by the Agents and the Lenders in connection with the ascertainment, protection or enforcement of the Agents’ and the Lenders’ rights and remedies hereunder and under the Notes,

(b) secondly, in or towards payment of any interest and fees owing in respect of the Advances,

(c) thirdly, in or towards repayment of the Advances,

(d) fourthly, as security in respect of Letters of Credit then outstanding, in the aggregate amount of the then Letter of Credit Outstandings,

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(e) fifthly, in or towards payment of all other sums which may be owing to the Agents and the Lenders under this Agreement, the Notes or the Security Documents,

(f) sixthly, any other amounts secured by the Security Documents; and

(g) seventhly, after all Letters of Credit have expired or are terminated, the surplus (if any), as well as any moneys held as security for Letters of Credit to the extent not utilized to cover Letters of Credit, shall be paid to the Borrower or to whomsoever else may be entitled thereto.

SECTION 10. COVENANTS

10.1. Covenants. Each of the Security Parties hereby covenants and undertakes with the Agents and the Lenders that, from the date hereof and so long as (x) any commitments to advance credit hereunder remain in effect or (y) any principal, interest or other moneys are owing in respect of the Credit Facility or otherwise owing under this Agreement or under the Notes:

(a) Each of the Security Parties will:

(i) Know Your Client Confirmation. Upon the Administrative Agent’s request, promptly supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent in order for each Lender to carry out and be satisfied with the results of all necessary “know your client” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement, the Notes and the Security Documents and to the identity of any parties to this Agreement, the Notes and the Security Documents (other than the Lenders) and their directors and officers;

(ii) Performance of Agreements. Duly perform and observe the terms of this Agreement, the Notes and the Security Documents;

(iii) Compliance with Covenants. Comply with each of its covenants set forth in this Agreement;

(iv) Notice. Promptly inform the Administrative Agent of the occurrence of (a) any Event of Default or of any event which with the giving of notice or lapse of time, or both, would constitute an Event of Default, (b) any litigation or governmental proceeding pending or overtly threatened against it or against any of the Subsidiaries which could reasonably be expected to give rise to a Material Adverse Change, (c) any Event of Loss in respect of any Mortgaged Helicopter or other accidents or damage to any Mortgaged Helicopter involving an amount in excess of $5,000,000, (d) any lapse of the Required Insurance in respect of any Mortgaged Helicopter; or (d) any other event or condition of which it becomes aware which could reasonably be expected to give rise to a Material Adverse Change;

(v) Obtain Consents. Without prejudice to Section 2.1 and any other provision of this Section 10.1, obtain every consent and do all other acts and things which may from time to time be necessary or advisable for the continued due performance of all its obligations under this Agreement, the Notes and the Security Documents;

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(vi) Financial Statements and Other Information. Deliver to the Administrative Agent (in sufficient number of copies to provide one to each Lender):

(A) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the audited consolidated financial reports of the Borrower (together with a Compliance Certificate), all in reasonable detail which shall include at least the consolidated balance sheet of the Borrower as of the end of such year and the related statements of income for such year as well as the related statement of sources and uses of funds for such year for the Borrower, each as prepared in accordance with GAAP, all in reasonable detail, which shall be audited by an Acceptable Accounting Firm, or (as applicable) a complete copy of the 10K report (or equivalent) of the Borrower filed with the United States Securities and Exchange Commission (including audited annual consolidated financial statements of the Borrower, in each case setting forth comparative consolidated figures for the preceding fiscal year, together with a report thereon by an Acceptable Accounting Firm whose opinion shall not be qualified as to the scope of audit and as to the status of the Borrower and its Subsidiaries as a going concern), which shall be prepared by the Borrower and certified by the chief financial officer of the Borrower, together with a Compliance Certificate from such chief financial officer;

(B) as soon as available but not later than sixty (60) days after the end of each quarter of each fiscal year of the Borrower, a quarterly interim balance sheets and profit and loss statements of the Borrower and the related profit and loss statements as well as the related statement of sources and uses of funds for such year for the Borrower (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Borrower or (as applicable) a copy of the 10Q report (or equivalent) of the Borrower filed with the United States Securities and Exchange Commission which shall be prepared by the Borrower and certified by the chief financial officer of the Borrower, together, in each instance, with a Compliance Certificate from such chief financial officer;

(C) (as applicable) within ten (10) days of filing, notice of the filing of all 8K reports (or equivalent) filed by the Borrower with the United States Securities and Exchange Commission (or any similar governmental authority) and deliver to the Administrative Agent, promptly on its request therefor, copies of such filings;

(D) (as applicable) promptly upon the mailing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so mailed;

(E) (as applicable) within ten (10) days of filing, notice of the filing of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) which the Borrower shall have filed with the United States Securities and Exchange Commission (or similar governmental authority) and deliver to the Administrative Agent, promptly on its request therefor, copies of such filings;

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(F) such other statement or statements, lists of property and accounts, forecasts, reports and financial information (including a listing of all outstanding indebtedness of the Borrower and the Subsidiaries for borrowed monies) with respect to the business, operations and management of the Borrower and the Subsidiaries and the employment of the assets owned or operated directly or indirectly by the Borrower or any of the Subsidiaries as the Administrative Agent may from time to time reasonably request in writing and any material reports received by any thereof from their independent certified accountants; and

(G) include in each Compliance Certificate when requested by the Administrative Agent from time to time a List of Liens, current as of the date of such Compliance Certificate;

(vii) Qualification to Own U.S. Registered Helicopters. Throughout the Credit Period, the Borrower shall remain a United States citizen as defined by the FAA and be qualified to register the Mortgaged Helicopters in its name with the FAA and each of the Helicopter Owning Subsidiaries shall (i) be a United States citizen as defined by the FAA and be qualified to register its Mortgaged Helicopters in its name with the FAA or (ii) be qualified to register its Mortgaged Helicopters in its name under the laws of an Acceptable Jurisdiction;

(viii) Corporate Existence. Do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, as well as the corporate existence of its Subsidiaries, and all licenses, franchises, permits and assets necessary to the conduct of its business and the business of its Subsidiaries;

(ix) Books, Records, etc. Keep, and cause each of the Subsidiaries to keep, proper books of record and account into which full and correct entries shall be made, in accordance with GAAP throughout the Credit Period;

(x) Inspection. Allow any representative or representatives designated by the Administrative Agent, subject to applicable laws and regulations, to visit and inspect any of its or any of the Subsidiaries’ properties, and, on request, to examine its or any of the Subsidiaries’ books of account, records, reports and other papers (and to make copies thereof and to take extracts therefrom) and to discuss the affairs, finances and accounts of any thereof with its officers and executive employees all at such reasonable times and as often as the Administrative Agent reasonably requests;

(xi) Taxes. Pay and discharge, and cause each of the Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or property prior to the date upon which penalties attach thereof; provided, however, that neither it nor any such Subsidiary shall be required to pay and discharge any such tax, assessment, charge or levy which is being contested in good faith and by appropriate proceedings or other acts and so long as it or such Subsidiary shall set aside on its books adequate reserves with respect thereto;

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(xii) Compliance with Statutes, etc. Do, or cause to be done, all things necessary to comply with all material laws, and the rules and regulations thereunder, applicable to itself or to any of the Subsidiaries including, without limitation, those laws, rules and regulations relating to employee benefit plans and environmental matters;

(xiii) Environmental Matters Promptly upon the occurrence of any of the following conditions, provide to the Administrative Agent a certificate of a chief executive officer thereof, specifying in detail the nature of such condition and its proposed response or the response of its Environmental Affiliate: (a) its receipt or the receipt by any Subsidiary or any of their Environmental Affiliates of any communication whatsoever that alleges that such person is not in compliance with any applicable environmental law or environmental approval, if such noncompliance could reasonably be expected to give rise to a Material Adverse Change, (b) knowledge by it, any Subsidiary or any of their Environmental Affiliates that there exists any Environmental Claim pending or threatened against any such person, which could reasonably be expected to give rise to a Material Adverse Change, or (c) any release, emission, discharge or disposal of any material that could form the basis of any Environmental Claim against it, any Subsidiary or any of their Environmental Affiliates if such Environmental Claim could reasonably be expected to give rise to a Material Adverse Change. Upon the written request by the Administrative Agent, it will submit to the Administrative Agent at reasonable intervals, a report providing an update of the status of any issue or claim identified in any notice or certificate required pursuant to this subsection;

(xiv) Insurance. (A) Shall, and shall procure that each of the Subsidiaries shall, maintain the insurances on its properties described in Sections 2.1(k) and (n), in amounts and with underwriters, brokers and protection and indemnity clubs acceptable to the Administrative Agent, and the Borrower shall provide the Administrative Agent with such documentation as the Administrative Agent should reasonably require evidencing the same and the Borrower shall comply with, or cause to be complied with the Required Insurance.

(B) Nothing in this Section 10.1(a)(xiv) shall limit or prohibit (a) Borrower from maintaining the policies of insurance as required by the Required Insurance with higher limits than those specified in the definition of “Required Insurance”, or (b) Administrative Agent from obtaining insurance for its own account (and any proceeds payable under such separate insurance shall be payable as provided in the policy relating thereto); provided, however, that no insurance may be obtained or maintained that would limit or otherwise adversely affect the coverage of any insurance required to be obtained or maintained by the Required Insurance.

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(C) The Administrative Agent agrees to accept, in lieu of insurance against any risk with respect to the Mortgaged Helicopters, indemnification from, or insurance provided by, the U.S. Government, or upon the written consent of the Majority Lenders, an other Government Entity, against such risk in an amount that, when added to the amount of insurance, if any, against such risk that Borrower (or the applicable Helicopter Owning Subsidiary or any Eligible Lessee) may continue to maintain, in accordance with this Section 10.1(a)(xiv), during the period of such requisition or transfer, shall be at least equal to the amount of insurance against such risk otherwise required by this Section 10.1(a)(xiv).

(D) All insurance proceeds in respect of the occurrence of an Event of Loss with respect to any Mortgaged Helicopter shall be paid to the Administrative Agent and applied in accordance with Section 5.3. To the extent that the Borrower is not required to prepay the Credit Facility in order to comply with the covenants in Section 10.1(a)(xvi) to (xxi) of this Agreement and an Event of Default has not occurred and is continuing, the Administrative Agent shall distribute the proceeds to the Borrower. All insurance proceeds received as a result of damage to a Mortgaged Helicopter from an occurrence that is not an Event of Loss shall be paid to the Borrower provided that the Borrower is in compliance with all covenants and an Event of Default has not occurred and is continuing.

(xv) Maintenance of Assets. Maintain and keep, and cause the Subsidiaries to maintain and keep, all properties used or useful in the conduct of their business in good condition, repair and working order and supplied with all necessary equipment and will make, or cause to be made, all necessary repairs, renewals and replacements thereof so that the business carried on in connection therewith and every portion thereof may be properly and advantageously conducted at all times;

(xvi) Interest Coverage Ratio. Maintain, on a consolidated basis, commencing with the completion of the fiscal quarter ending March 31, 2012, an Interest Coverage Ratio of not less than 3.0 to 1.0, determined as at the end of each fiscal quarter;

(xvii) Funded Debt/EBITDA. Maintain, on a consolidated basis, a ratio of Funded Debt to EBITDA of not more than 4.0 to 1.0, determined as at the end of each fiscal quarter, provided, however, that upon successful placement of a Qualified Notes Offering, the Borrower shall maintain a ratio of Funded Debt to EBITDA of not more than 5.0 to 1.0, determined as at the end of each fiscal quarter;

(xviii) Secured Funded Debt/EBITDA. Upon successful placement of a Qualified Notes Offering, maintain, on a consolidated basis, a ratio of Secured Funded Debt to EBITDA of not more than (i) 3.0 to 1.0 through the fiscal quarter ending December 31, 2012 and (ii) 2.5 to 1.0 thereafter, determined as at the end of each fiscal quarter;

(xix) Funded Debt/Fair Market Value of Owned Helicopters. Procure that the Funded Debt shall not exceed sixty percent (60%) of the aggregate Fair Market Value of all Helicopters;

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(xx) Fair Market Value of Mortgaged Helicopters /Funded Debt. Procure that the ratio of (A) the sum of (i) the aggregate Fair Market Value of all Mortgaged Helicopters and (ii) the aggregate value of the Borrower’s Accounts Receivable and Inventory (each as determined in accordance with GAAP) to (B) Funded Debt shall at all times equal or exceed one hundred twenty percent (120%);

(xxi) Fair Market Value of United States Registered Helicopters. Procure that all times, at least sixty percent (60%) of the aggregate Fair Market Value of all Mortgaged Helicopters comprises Mortgaged Helicopters that are registered and operated in the United States;

(xxii) ERISA Matters. Forthwith upon learning of the occurrence of any material liability of the Borrower or any member of the ERISA Group or any ERISA Affiliate in connection with the termination any Withdrawal Liability or the happening of a Termination Event or of a failure to satisfy the minimum funding standards of Section 412 of the Code or Part 3, Subtitle B, of Title I of ERISA or similar funding requirements by any Plan, Multiple Employer Plan, Multiemployer Plan or Foreign Plan maintained or contributed to by the Borrower, any member of the ERISA Group or any ERISA Affiliate, furnish or cause to be furnished to the Lenders written notice thereof;

(xxiii) End of Fiscal Year. Cause, for financial reporting purposes, (a) each of its fiscal years to end on December 31 of each year and (b) each of its fiscal quarters to end on March 31, June 30, September 30 and December 31;

(xxiv) SEACOR Preferred Shares. Unless a Qualified Equity Recapitalization has occurred prior to the Closing Date, the Borrower may use a portion of the proceeds of the Credit Facility to repay the balance of existing advances previously made by SEACOR to the Borrower after SEACOR (i) converts at least US$180,000,000 of such existing advances to common shares of the Borrower and (ii) converts no less than US$138,750,000 and no more than US$150,000,000 of such existing advances to 6% cumulative preferred shares of the Borrower (containing such designations and rights as the Majority Lenders shall approve) (the “SEACOR Preferred Shares”). Notwithstanding Section 10.1(b)(iii), the Borrower shall be permitted to pay dividends quarterly on the SEACOR Preferred Shares as and when due provided that (i) at least US$50,000,000 will be available under the Credit Facility after such payments are made and (ii) the Borrower is and shall be in compliance with Sections 10.1(a)(xvi) through (xxi) after giving effect to such payment. The SEACOR Preferred Shares shall be subject to redemption only from the proceeds of a Qualified Equity Recapitalization and only if no Event of Default has occurred and is continuing;

(xxv) Appraisals. The Borrower, at its expense, shall deliver an annual appraisal report in respect of all Helicopters, at the request of the Administrative Agent or any Lender, with such appraisal to be prepared by an appraiser satisfactory to the Majority Lenders and indicating the Fair Market Value of each Helicopter. If a Mortgaged Helicopter becomes Collateral during the year for which an appraisal has already been provided, the purchase price of such Mortgaged Helicopter (as evidenced by the applicable invoice) shall be used as the Fair Market Value of such Mortgaged Helicopter;

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(xxvi) Helicopter De-Registration Event. In respect of any Mortgaged Helicopter, the Borrower or the applicable Helicopter Owning Subsidiaries shall:

(A) Furnish to the Administrative Agent, as soon as available but in any event no later than ten (10) Banking Days prior to the proposed date of any de-registration of a Mortgaged Helicopter under the law of a jurisdiction then applicable to such Mortgaged Helicopter (a “De-Registration Event”), a notice of such De-Registration Event;

(B) Furnish to the Administrative Agent, on or prior to the date of any De-Registration Event, a certificate of the Borrower, signed on behalf of the Borrower by a duly authorized officer of the Borrower, stating that:

I. The representations and warranties contained in this Agreement, the Notes and the Security Documents are correct on and as of the date of such De-Registration Event, before and after giving effect to such De-Registration Event;

II. No event has occurred and is continuing, or would result from such De-Registration Event, that constitutes an Event of Default;

III. Since the date hereof, there has been no development or event, or any prospective development or event, which has had or is reasonably likely to result in a Material Adverse Change;

IV. The reason for the De-Registration Event is that the subject Mortgaged Helicopter will be operated in a jurisdiction other than the jurisdiction it is operating in at that time;

V. After the De-Registration Event, at least 60% of the aggregate Fair Market Value of all Mortgaged Helicopters shall be comprised of Mortgaged Helicopters that are registered in the United States; and

VI. After the De-Registration Event, the ratio of (A) the sum of (i) the aggregate Fair Market Value of all Mortgaged Helicopters and (ii) the aggregate value of the Borrower’s Accounts Receivable and Inventory (each as determined in accordance with GAAP) to (B) Funded Debt shall at all times equal or exceed one hundred twenty percent (120%);

VII. Upon receipt of a certificate certifying the items required by clauses (a) through (b) above of this subparagraph (xxiv), the Administrative Agent shall, unless it has reason to believe that the certificate referred to in this clause (VII) shall be incorrect in a material respect, release the applicable Mortgage as it relates to the Mortgaged Helicopter proposed to be de-registered. Each Lender agrees that the Administrative Agent shall be entitled to rely on any

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document submitted to it by the Borrower hereunder and that no Lender need be consulted or notified in advance of any De-Registration Event provided for in this Section 10.1(a)(xxvi). The Administrative Agent shall, promptly following any such De-Registration Event, give notice thereof to all Lenders.

(xxvii) New Helicopters. In the event the Borrower desires to add any new Helicopter to the list of Mortgaged Helicopters in Schedule B hereto, whether or not to replace any Mortgaged Helicopter that is the subject of a De-Registration Event pursuant to Section 10.1(a)(xxvi), such new Helicopter shall be added to Schedule B hereto by the Administrative Agent (who shall send to all parties hereto a revised Schedule B adding such new Helicopter), so long as the Borrower shall furnish to the Administrative Agent on or prior to the date of addition of such new Helicopter the items listed in clauses (A) through (L) below:

(A) A Mortgage for such new Helicopter together with evidence that a Mortgage Filing with respect to such Mortgage is in full force and effect as of the date of addition of such new Helicopter;

(B) A supplement to the Security Agreement;

(C) An invoice indicating the purchase price of such new Helicopter;

(D) Certificate of the Borrower, signed on behalf of the Borrower by a duly authorized officer of the Borrower, stating that:

I. the representations and warranties contained in this Agreement, the Notes and each Security Document are correct on and as of the date of the addition of such new Helicopter, before and after giving effect to the addition of such new Helicopter;

II. no event has occurred and is continuing, or would result from the addition of such new Helicopter, that constitutes an Event of Default;

III. the State of Registration for such Helicopter is an Acceptable Jurisdiction; and

IV. since the date hereof, there has been no development or event, or any prospective development or event, which has had or is reasonably likely to result in a Material Adverse Change;

(E) Evidence of the filing or recording, as applicable, of all necessary or advisable (as determined by the Administrative Agent) instruments to effect the perfection of the Administrative Agent’s interest in the new Helicopter with the applicable Aviation Authority;

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(F) All necessary or desirable (as determined by the Administrative Agent) permits and documents of similar import in other jurisdictions reasonably requested by the Administrative Agent and necessary or advisable to (x) perfect or otherwise record and (y) protect the security interest of the Administrative Agent in the new Helicopter (including any IDERA in favor of the Administrative Agent, as applicable);

(G) A legal opinion or legal opinions of special counsel in respect of local Aviation Authority matters including, without limitation as applicable, (x) an opinion regarding any Cape Town Treaty filings (y) the required steps to perfect a Mortgage Filing, the due taking of such steps to perfect, and the enforceability of the related Mortgage (if any), and (z) the taking of such other action in such jurisdiction as may be recommended or customary, which counsel and opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and (ii) a favorable opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, special counsel to the Borrower, in such form as the Administrative Agent may agree, with respect to such new Helicopter and as to such other matters as the Administrative Agent may reasonably request;

(H) A copy of the registration certificate of such Helicopter, or other evidence of registration reasonably satisfactory to the Administrative Agent, noting the interest of the Borrower or the applicable Helicopter Owning Subsidiary as the owner of such Helicopter, issued by the State of Registration (if available) and, if reasonably available, a copy of the certificate of airworthiness issued by the State of Registration, or other evidence reasonably satisfactory to the Administrative Agent of the issuance of such certificate of airworthiness;

(I) A Guaranty supplement duly executed by each Person who, prior to such execution, was not a Guarantor, and who has any ownership interest in such new Helicopter;

(J) Acknowledgment copies or stamped receipt copies of proper financing statements (if applicable), duly filed under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the applicable Security Documents;

(K) If the new Mortgaged Helicopter shall be subject to a lease with a third party operator, the Borrower shall provide a certified checklist setting forth the extent of such lease’s compliance with the requirements contained in the definition of “Eligible Lessee” and “Eligible Lease”, including compliance with the Required Insurance provisions;

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(L) Each Lender agrees that the Administrative Agent shall be entitled to rely on any document submitted to it by the Borrower hereunder and that no Lender need be consulted or notified in advance regarding a new Helicopter to be made subject to Security Documents and added to Schedule B hereto as provided in this Section 10.1(a)(xxvii). The Administrative Agent shall promptly notify each Lender following the addition of each new Helicopter;

(M) To the extent that a new Helicopter is to be a Mortgaged Helicopter in order to comply with Section 10.1(a)(xxi) of this Agreement, such new Helicopter shall be registered in the United States. If the Borrower does not own any Helicopters (excluding Mortgaged Helicopters) that are registered in the United States, such new Helicopter shall be registered in an Acceptable Jurisdiction in Tier 1. If the Borrower does not own any Helicopters (excluding Mortgaged Helicopters) that are registered in the United States or in an Acceptable Jurisdiction in Tier 1, such new Helicopter shall be registered in an Acceptable Jurisdiction in Tier 2;

(N) All new Mortgaged Helicopters shall be bound by the provisions under the Credit Agreement and the Security Documents that relate to the Mortgaged Helicopters;

(xxviii) Visitation Rights. At any reasonable time and from time to time, permit visitation and inspection of any Mortgaged Helicopter and the making of copies of Helicopter Related Documents and Records;

(xxix) Perfection and Priority of Collateral.

(A) Take whatever actions are necessary or appropriate in a timely manner to perfect with first priority and continue the Administrative Agent’s security interests with first priority in the Collateral. The Borrower will deliver to the Administrative Agent documents evidencing or constituting such perfection and priority status of the Collateral upon the Administrative Agent’s request. Notwithstanding the foregoing, the Borrower will take such actions as the Administrative Agent may reasonably request from time to time to perfect or maintain the perfection and priority of any Collateral. The Borrower and each other Security Party hereby appoints the Administrative Agent as its irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect or continue the security interests of the Administrative Agent, included, but not limited to, the filing of Uniform Commercial Code financing statements. Without limiting the foregoing, the Borrower shall furnish an IDERA with respect to any Mortgaged Helicopter registered in a country other than the United States promptly upon the request of the Administrative Agent; and

(B) If a Mortgaged Helicopter is subject to an Eligible Lease, the Borrower shall exercise all of its rights under such Lease to cause and shall otherwise use commercially reasonable efforts to cause such Eligible Lessee to do or cause to be done any and all acts and things which may be required or desirable (in the reasonable judgment of the Administrative Agent) to

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ensure that the Borrower or applicable Helicopter Owning Subsidiary shall have the full benefit of the Cape Town Treaty and/or the Protocol in connection with such Mortgaged Helicopter and leased to such Eligible Lessee, including (but not limited to) any matters connected with registering, perfecting, preserving and/or enhancing any international interest constituted by the lease of the relevant aircraft object;

(xxx) Compliance with Material Agreements. Make all payments and otherwise perform all obligations in respect of all agreements, contracts and other arrangements material to the business of any Security Party and to which such Security Party is a party, and keep such agreements and contracts in full force and effect, except, in any case, where the failure to do so, either individually or in the aggregate, would not constitute a Material Adverse Change in the Borrower (taking into account the Borrower’s Subsidiaries as a whole);

(xxxi) Helicopter Registration. Each Helicopter Owning Subsidiary is qualified, and at all times shall be qualified, to own and register its Mortgaged Helicopters in the United States and in any other Acceptable Jurisdiction in which such Mortgaged Helicopters are registered;

(xxxii) Solvency. Each of the Security Parties is individually, and the Security Parties collectively are, solvent and will remain solvent, so long as any part of the Credit Facility or any other amount due under this Agreement, the Notes or any Security Documents shall remain unpaid, or any Lender shall have any Commitment hereunder;

(xxxiii) Reduction of Credit Facility. Immediately upon the successful placement of a Qualified Notes Offering, the Credit Facility shall be permanently reduced by $150,000,000 and each Lender’s Commitment in respect of the Credit Facility shall be permanently reduced pro rata in proportion to its respective interests in the Credit Facility; and

(xxxiv) Services Agreement. The Services Agreement shall be executed and effective before or on January 1, 2012;and

(xxxv) Mortgaged Helicopters. Any Helicopter owned by the Borrower or a Helicopter Owning Subsidiary that is registered or operating in the United States shall be a Mortgaged Helicopter unless such Helicopter was acquired pursuant to an acquisition of a company after the Closing Date, in which case such Helicopter shall become a Mortgaged Helicopter as provided in Section 10.1(b)(xvi) hereof.

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(b) The Security Parties will not, without the prior written consent of the Lenders:

(i) Liens. Create, assume or permit to exist, or permit any of its Subsidiaries to create, assume or permit to exist, any Lien, upon any of the properties or other assets of any thereof, except:

(A) liens for taxes not yet payable for which adequate reserves have been maintained;

(B) pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, deposits to secure public or statutory obligations, warehousemen’s or other like liens, or deposits to obtain the release of such liens and deposits to secure surety, appeal or customs bonds on which it or any Subsidiary is the principal, as to all of the foregoing, only to the extent arising and continuing in the ordinary course of business;

(C) liens, charges and other encumbrances over such property or other assets (other than the Mortgaged Helicopters) of the Borrower or any of the Helicopter Owning Subsidiaries, unless otherwise prohibited by Section 10.1(b)(xii);

(D) liens for carriers’ warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings;

(E) any Eligible Lease or Lien on a Mortgaged Helicopter arising in connection with an Eligible Lease of such Mortgaged Helicopter, which Lien is expressly permitted by such Eligible Lease to exist and which Lien the related Eligible Lessee is ultimately obligated to remove;

(F) the Lien of the Security Agreement and/or Mortgage in favor of the Administrative Agent;

(G) the mortgages on the U.S. Bancorp Helicopters; and

(H) existing liens on Helicopters acquired pursuant to the terms of Section 10.1(b)(xvi).

(ii) Sale of Assets. Cease, or threaten to cease, its operations or viewed on a consolidated basis with its Subsidiaries, sell or otherwise dispose of, or threaten to sell or otherwise dispose of, all or substantially all of the assets thereof, or all or substantially all of such assets are seized or otherwise appropriated except for requisition for hire;

(iii) Dividends. On or prior to the first anniversary of the Closing Date, will not declare or pay any dividend, or distribution on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, common shares of the Borrower, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower. After the first anniversary of the Closing Date, dividends may be paid quarterly with respect to common shares provided that each of the following conditions is met at the time of declaration and at the time of payment (and the Borrower shall have certified in writing to

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the Administrative Agent that such conditions are met and supplied to the Administrative Agent calculations to back-up such conclusions): (x) the unaudited consolidated financial statements of the Borrower for the then fiscal quarter shall have been provided to the Administrative Agent, (y) no Event of Default or breach of Sections 10.1(a)(xvi) through (xxi) has occurred and is continuing or would occur as a consequence of the declaration or payment of a dividend or other payment contemplated in this Section 10.1(b)(iii), and (z) such dividends payable in any fiscal year do not exceed 20% of the net income of the Borrower over the most recently completed four fiscal quarters. Dividends may be paid quarterly with respect to the SEACOR Preferred Shares (if issued) at all times provided that each of the following conditions is met at the time of declaration and at the time of payment (and the Borrower shall have certified in writing to the Administrative Agent that such conditions are met and supplied to the Administrative Agent calculations to back-up such conclusions): (x) the unaudited consolidated financial statements of the Borrower for the then fiscal quarter shall have been provided to the Administrative Agent, (y) no Event of Default or breach of Sections 10.1(a)(xvi) through (xxi) has occurred and is continuing or would occur as a consequence of the declaration or payment of a dividend or other payment contemplated in this Section 10.1(b)(iii), and (z) at least US$50,000,000 will be available under the Credit Facility after such payments are made;

(iv) Limitations on Ability to Make Distributions. Create or otherwise cause to permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary (other than a Subsidiary acquired after the Closing Date pursuant to the terms of Section 10.1(b)(xvi) to (a) pay dividends or make any other distributions on its capital stock or limited liability company interests, as the case may be, to the Borrower or any Subsidiary or pay any Indebtedness owed to the Borrower, (b) make any loans or advances to the Borrower, or (c) transfer any of its property or assets to the Borrower other than any such encumbrance or restriction agreed to by (i) any Helicopter Owning Subsidiary incurring Secured Debt permitted hereunder to the extent such Secured Debt is incurred in connection with the acquisition or refinancing of its Mortgaged Helicopters or (ii) any Subsidiary party to any Joint Venture in respect of a restriction referred to in sub-clause (c) above or (iii) any Subsidiary party to any Joint Venture to the extent such Joint Venture incurs Indebtedness, but only to the extent the parties to such Joint Venture are required to agree to any such restrictions;

(v) Changes in Business. Change or permit any of the Subsidiaries to change, the nature of its business or commence any other business not reasonably related to environmental services, energy services, aviation services or related businesses;

(vi) Consolidation, Merger. Consolidate with, or merge into, or agree to merge or become consolidated with, or merge into any corporation or lease in one or more transactions all or substantially all of its assets to any other person; provided, that that the Borrower can merge into, or agree to merge or become consolidated with any corporation so long as the Borrower is the surviving entity, any Subsidiary can merge into, or agree to merge or consolidate with any other Subsidiary and any Subsidiary can merge into, or agree to merge or become consolidated with the Borrower) so long as:

(A) the surviving entity is organized, existing and in good standing under the Applicable Laws of the United States, any State of the United States or the District of Columbia and, upon consummation of such transaction, such person will be a U.S. Air Carrier;

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(B) the surviving entity executes and delivers to Administrative Agent a duly authorized, legal, valid, binding and enforceable agreement, reasonably satisfactory in form and substance to Administrative Agent, containing an effective assumption by such person of the due and punctual performance and observance of each covenant, agreement and condition in this Agreement and the Security Documents to be performed or observed by Borrower and confirmation that each representation and warranty of each Secured Party will be true immediately following the effectiveness of such merger or consolidation;

(C) if the Mortgaged Helicopters are, at the time, registered with the FAA, such person makes such filings and recordings with the FAA pursuant to the Act or if any Mortgaged Helicopter is, at the time, not registered with FAA, the surviving entity makes such filings and recordings with the applicable Aviation Authority as shall be necessary to evidence such consolidation or merger; and

(D) immediately after giving effect to such consolidation or merger no Event of Default shall have occurred and be continuing (or which occur with the passage of time, notice or both);

(vii) Use of Proceeds. Use the proceeds of the Credit Facility in violation of Regulation G, T, U or X of the Board of Governors of the Federal Reserve System, as in effect from time to time;

(viii) Redemption/Repurchase of Securities. Redeem or repurchase any of its outstanding convertible subordinated bonds or any class of its capital stock now or hereafter outstanding, unless after giving effect to any such redemption or repurchase it is in compliance with its covenants hereunder and no Event of Default shall have occurred and be continuing and notification of any such redemption or repurchase shall be included in the next quarterly Compliance Certificate delivered to the Agent;

(ix) No Money Laundering. In connection with this Agreement, contravene any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of the Directive (2005/60/EC) of the Council of the European Communities);

(x) Limitation on Investments in Joint Ventures. Make, and will not permit any Subsidiary to make, any Investment in any Joint Venture except, in the absence of an Event of Default, the Borrower and any Subsidiary may make any Investment in any Joint Venture on any date, if, immediately after giving effect to such Investment, the aggregate book value of all Investments made by the Borrower and its Subsidiaries would not exceed fifteen percent (15%) of the Borrower’s Tangible Net Assets based on the most recent financial statements of the Borrower required to be provided pursuant to Section 10.1(a)(vi); provided, however, that at the time of such Investment and immediately after giving effect thereto the Borrower shall be in compliance with all provisions in Section 10.1;

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(xi) Limitation on Indebtedness. Incur, and shall procure that the Subsidiaries will not incur, any Indebtedness, except:

(A) Indebtedness under this Agreement;

(B) existing Indebtedness as set forth in Schedule D attached hereto (including existing operating leases), and the renewals of such Indebtedness as long as there is no resulting increase in Indebtedness;

(C) Indebtedness under interest rate, foreign exchange or derivatives transactions entered into in the ordinary course of business;

(D) Indebtedness under performance guarantees and standby letters of credit entered into in the ordinary course of business;

(E) issuance by the Borrower of unsecured Indebtedness that has a final maturity date after the Termination Date;

(F) Indebtedness incurred in connection with an acquisition permitted hereunder;

(G) existing Indebtedness of a Subsidiary acquired after the Closing Date pursuant to the terms of Section 10.1(b)(xvi); and

(H) all other Indebtedness provided that the incurrence of such Indebtedness does not breach any of the covenants in Section 10.1;

(xii) Negative Pledge. Other than with respect to the existing pledges of any Subsidiary that is acquired after the Closing Date pursuant to the terms of Section 10.1(b)(xvi), sell, encumber or otherwise transfer, or permit any Subsidiary to sell, encumber or otherwise transfer, any of its assets or property, including but not limited to the Helicopters (other than the US Bancorp Helicopters), or any of the right, title or interest of any thereof therein, assign, pledge or otherwise encumber any earnings of, insurances covering or requisition compensation in respect of, any of its assets or property, including but not limited to the Helicopters (other than the US Bancorp Helicopters), or sell, assign, pledge or otherwise transfer or encumber any of the shares of stock of any of the Subsidiaries directly or indirectly legally or beneficially owned by the Borrower, unless after giving effect to any such sale, assignment, pledge, transfer or other encumbrance, the Borrower is in compliance with Sections 10.1(a)(xvi) through (xxi) and its other covenants and no Event of Default shall have occurred and be continuing;

(xiii) Transactions with Affiliates. Sell, lease, transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from or otherwise engage in any other transactions with, any of its Affiliates, except (i) in the ordinary course of business at prices and on terms and conditions not less favorable to such Security Party than could be obtained on an arm’s length basis from unrelated third parties, and (ii) transactions between or among the Borrower and the Guarantors not involving any other Affiliate;

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(xiv) Accounting Changes; Organizational Documents. (a) Change its fiscal year end, or make (without the consent of the Administrative Agent) any material change in its accounting treatment and reporting practices except as required by GAAP, (b) amend, modify or change its articles of incorporation (or corporate charter or other similar organizational documents) or amend, modify or change its bylaws (or other similar documents) in any manner materially adverse to the rights or interests of the Creditors or (c) change its organization form or its jurisdiction of organization;

(xv) No Change of Control. There shall be no Change of Control of the Borrower or any other Security Party; and

(xvi) Limitations on Acquisitions. Acquire capital stock or other equity interests in other companies provided, however, that an acquisition shall be permitted if the Borrower is and shall continue to be in compliance with Sections 10.1(a)(xvi) through (xxi). If an acquisition results in a Subsidiary of the Borrower owning Helicopters that are subject to mortgages in favor of certain lenders (other than the Lenders), the value of which exceeds 30% of the net book value (determined in accordance with GAAP) of all Helicopters owned by the Borrower and its Subsidiaries (including those acquired in such acquisition), then within one year after the acquisition is effected, the Borrower shall secure releases of such mortgages such that the value of Helicopters that are owned by the Borrower and its Subsidiaries and are subject to mortgages in favor of certain lenders (other than the Lenders) shall not exceed 30% of the net book value (determined in accordance with GAAP) of all of Helicopters owned by the Borrower and its Subsidiaries.

10.2. Helicopter Covenants. Each of the Secured Parties hereby covenants and undertakes with the Agents and the Lenders that, from the date hereof and so long as (x) any commitments to advance credit herein remain in effect or (y) any principal, interest or other moneys are owing in respect of the Credit Facility or otherwise owing under this Agreement or under the Notes:

(a) Possession, Operation, and Use, Maintenance, Registration and Markings.

(i) General. Except as otherwise expressly provided herein, the Borrower and the applicable Helicopter Owning Subsidiary shall be entitled to operate, use, locate, employ or otherwise utilize or not utilize the Mortgaged Helicopters, Engines or any Parts in any lawful manner or place in accordance with the Borrower’s or applicable Helicopter Owning Subsidiary’s business judgment;

(ii) Possession. The Borrower and the applicable Helicopter Owning Subsidiary, without the prior consent of the Administrative Agent, shall not lease or otherwise in any manner deliver, transfer or relinquish possession of any Mortgaged Helicopter; except that the Borrower and the applicable Helicopter Owning Subsidiary may, without such prior written consent of the Administrative Agent:

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(A) Deliver or permit any Eligible Lessee to deliver possession of a Mortgaged Helicopter or any Part (x) to the manufacturer thereof or to any third-party maintenance provider for testing, service, repair, maintenance or overhaul work on such Mortgaged Helicopter or any Part, or, to the extent required or permitted by Section 10.2(c) hereof, for alterations or modifications in or additions to such Mortgaged Helicopter or (y) to any Person for the purpose of transport to a Person referred to in the preceding clause (x);

(B) Enter into a charter or other similar arrangement with respect to a Mortgaged Helicopter (which shall not be considered a transfer of possession hereunder); provided that the Borrower’s obligations hereunder shall continue in full force and effect notwithstanding any such charter or other similar arrangement;

(C) So long as no Event of Default shall have occurred and be continuing, and subject to the provisions of the immediately following paragraph, enter into an Eligible Lease with respect to a Mortgaged Helicopter to any Eligible Lessee; provided that, Borrower or the applicable Helicopter Owning Subsidiary shall have furnished Administrative Agent (I) a copy of such Eligible Lease; and (II) such information as the Administrative Agent may reasonably require to verify that the lessee is an Eligible Lessee and the lease is an Eligible Lease;

provided that (1) the rights of any transferee who receives possession by reason of a transfer permitted by any of clauses (a) or (c) of this Section 10.2(a)(ii) shall be subject and subordinate to all the terms of this Agreement, (2) the Borrower shall remain primarily liable for the performance of all of the terms of this Agreement and all the terms and conditions of this Agreement and the other Security Documents shall remain in effect and (3) no lease or transfer of possession otherwise in compliance with this Section 10.2(a)(ii) shall (x) result in any registration or re-registration of an Aircraft, except to the extent permitted by Section 10.2(a)(v) or the maintenance, operation or use thereof except in compliance with Sections 10.2(a)(iii) and 10.2(a)(iv) or (y) permit any action not permitted to the Borrower hereunder.

In the case of any Eligible Lease permitted under this Section 10.2(a)(ii), (w) Borrower shall provide written notice to Administrative Agent; (x) Borrower shall furnish to Mortgagee evidence reasonably satisfactory to Mortgagee that the insurance required by Section 10.1(a)(xiv) remains in effect; (y) all necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the first priority security interest and International Interest (subject to Permitted Liens) of Administrative Agent in each Mortgaged Helicopter; and (z) Borrower shall reimburse Administrative Agent for all of its reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Administrative Agent in connection with any such lease. Except as otherwise provided herein and without in any way relieving the Borrower from its primary obligation for the performance of its obligations under this Agreement, the Borrower may in its sole discretion permit a lessee to exercise any or all rights which the Borrower would be

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entitled to exercise under Sections 10.2(a) and 10.2(c), and may cause a lessee to perform any or all of the Borrower’s obligations under Section 10.2, and the Administrative Agent agrees to accept actual and full performance thereof by a lessee in lieu of performance by the Borrower.

(iii) Operation and Use. So long as the Mortgaged Helicopters are serving as Collateral, the Borrower or the applicable Helicopter Owning Subsidiary shall not operate, use or locate any Mortgaged Helicopter, or allow any Mortgaged Helicopter to be operated, used or located, (i) in any area excluded from coverage by any insurance required by the terms of Section 10.1(a)(xiv), or (ii) in any recognized area of hostilities unless covered in accordance with Section 10.1(a)(xiv) by war risk insurance, or (iii) in any jurisdiction other than the United States or, if registered in another Acceptable Jurisdiction as permitted hereby, in such Acceptable Jurisdiction. So long as the Mortgaged Helicopters are subject to the Lien in favor of the Administrative Agent, the Borrower and related Helicopter Owning Subsidiary shall not permit any Mortgaged Helicopter to be used, operated, maintained, serviced, repaired or overhauled (x) in violation of any Applicable Law binding on or applicable to such Mortgaged Helicopters or (y) in violation of any airworthiness certificate, license or registration of any State of Registration relating to such Mortgaged Helicopters.

(iv) Maintenance and Repair. So long as the Mortgaged Helicopters are serving as Collateral, the Borrower and related Helicopter Owning Subsidiary shall cause each Mortgaged Helicopter to be maintained, serviced, repaired and overhauled in accordance with (i) maintenance standards required by, or substantially equivalent to those required by, the FAA or the Aviation Authority in any other Acceptable Jurisdiction in which such Mortgaged Helicopter is registered for Helicopters of the same type, so as to (A) keep each Mortgaged Helicopter in as good operating condition as on the date hereof, ordinary wear and tear excepted, (B) keep each Mortgaged Helicopter in such operating condition as may be necessary to enable the applicable airworthiness certification of such Mortgaged Helicopter to be maintained under the regulations of the FAA or other Aviation Authority then having jurisdiction over the operation of such Mortgaged Helicopter, and (C) to keep all manufacturer’s warranties in effect unless such Mortgaged Helicopter is subject to a power by the hour agreement; and (ii) at least at the same standards as Borrower uses with respect to similar Helicopters of similar size in its fleet operated by Borrower in similar circumstances. Borrower further agrees that the Mortgaged Helicopters will be maintained, used, serviced, repaired, overhauled or inspected in compliance with Applicable Laws with respect to the maintenance of such Mortgaged Helicopters and in compliance with each applicable airworthiness certificate, license and registration relating to each Mortgaged Helicopter issued by the Aviation Authority. The Borrower shall maintain or cause to be maintained the Helicopter Related Documents and Records in the English language.

(v) Registration. The Borrower on or prior to the date hereof shall cause each Mortgaged Helicopter to be duly registered in its name or in the name of the applicable Helicopter Owning Subsidiary under the Act and except as otherwise permitted by this Section 10.2(a)(v) at all times thereafter shall cause each Mortgaged Helicopter to remain so registered. So long as no Event of Default shall have occurred and be continuing, Borrower may, by written notice to Administrative Agent, request to change

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the State of Registration of a Mortgaged Helicopter. Any such change in registration shall be effected only in compliance with, and subject to all of the conditions set forth in, Section 10.1(a)(xxvii) of this Agreement as fully as if it were a new Helicopter referred to in Section 10.1(a)(xxvii). Unless the Termination Date has occurred and all amounts owing under this Agreement and under the Notes have been paid in full, Borrower shall also cause Mortgages to be duly recorded and at all times maintained of record as a first-priority perfected mortgage (subject to Permitted Liens) on the Mortgaged Helicopters. Unless the Lien in favor of the Administrative Agent has been discharged, Borrower shall cause the International Interest granted under this Agreement in favor of the Administrative Agent in each Mortgaged Helicopter to be registered on the International Registry as an International Interest on such Mortgaged Helicopter, subject to the Administrative Agent providing its consent to the International Registry with respect thereto.

(vi) Markings. If permitted by Applicable Law, the Borrower will cause to be affixed to, and maintained in, the cockpit of each Mortgaged Helicopter that is not registered in the United States, in a clearly visible location, a placard of a reasonable size and shape bearing the legend: “Subject to a security interest in favor of Wells Fargo Bank, National Association, as Administrative Agent.” Such placards may be removed temporarily, if necessary, in the course of maintenance of such Mortgaged Helicopters. If any such placard is damaged or becomes illegible, Borrower shall promptly replace it with a placard complying with the requirements of this Section.

(b) Inspection.

(i) At all reasonable times, so long as the Mortgaged Helicopters are serving as Collateral, Administrative Agent and/or its authorized representatives (the “Inspecting Parties”) may (not more than once every 12 months unless an Event of Default has occurred and is continuing then such inspection right shall not be so limited) inspect the Mortgaged Helicopters (including without limitation, the Helicopter Related Documents and Records)

(ii) No such inspection shall interfere with Borrower’s, the applicable Helicopter Owning Subsidiary’s or any Eligible Lessee’s maintenance and operation of such Mortgaged Helicopter.

(iii) With respect to such rights of inspection, Administrative Agent shall not have any duty or liability to make, or any duty or liability by reason of making or not making, any such visit, inspection or survey.

(iv) Each Inspecting Party shall bear its own expenses in connection with any such inspection (including the cost of any copies made in accordance with Section 10.2(b)(i)).

(c) Replacement and Pooling of Parts, Alterations, Modifications and Additions; Substitution of Engines.

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(i) Replacement of Parts. Except as otherwise provided herein, so long as the Mortgaged Helicopters are serving as Collateral, Borrower, at its own cost and expense, will, or will cause the applicable Helicopter Owning Subsidiary or an Eligible Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to any Mortgaged Helicopter and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, provided, however, that neither the Borrower, any Helicopter Owning Subsidiary or an Eligible Lessee shall be obligated to replace any Part which, in the reasonable judgment of the Borrower, is no longer necessary for the operation of the Mortgaged Helicopter. In addition, Borrower may, at its own cost and expense, or may permit the applicable Helicopter Owning Subsidiary or an Eligible Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Borrower, except as otherwise provided herein, at its own cost and expense, will, or will cause the applicable Helicopter Owning Subsidiary or an Eligible Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

(ii) Parts. Except as otherwise provided herein, any Part at any time removed from any Mortgaged Helicopter shall remain subject to the Lien in favor of the Administrative Agent, no matter where located, until such time as such Part shall be replaced by a part that has been incorporated or installed in or attached to such Mortgaged Helicopter and that meets the requirements for replacement parts specified above. Immediately upon any replacement part becoming incorporated or installed in or attached to such Mortgaged Helicopter as provided in Section 10.2(c)(i), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of the Administrative Agent and shall no longer be deemed a Part hereunder, and (ii) such replacement part shall become a Part subject to this Agreement and be deemed part of such Mortgaged Helicopter, for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Mortgaged Helicopter.

(iii) Alterations, Modifications and Additions. The Borrower (or the applicable Helicopter Owning Subsidiary) shall, or shall cause an Eligible Lessee to, make (or cause to be made) alterations and modifications in and additions to each Mortgaged Helicopter as may be required to be made from time to time to meet the applicable standards of the FAA or any other Aviation Authority having jurisdiction over the operation of such Mortgaged Helicopter, to the extent made mandatory in respect of such Mortgaged Helicopter (a “Mandatory Modification”). In addition, the Borrower or the applicable Helicopter Owning Subsidiary, at its own expense, may, or may permit an Eligible Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to any Mortgaged Helicopter (each an “Optional Modification”) as the Borrower, the applicable Helicopter Owning Subsidiary or such Eligible Lessee may deem desirable in the proper conduct of its business including,

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without limitation, removal of Parts which Borrower deems are obsolete or no longer suitable or appropriate for use in such Mortgaged Helicopter; provided, however, that no such Optional Modification shall (i) materially diminish the Fair Market Value, utility, or useful life of any Mortgaged Helicopter below its Fair Market Value, utility or useful life immediately prior to such Optional Modification (assuming such Mortgaged Helicopter was in the condition required by this Agreement immediately prior to such Optional Modification) or (ii) cause any Mortgaged Helicopter to cease to have the applicable standard certificate of airworthiness except in limited circumstances solely for temporary experimental purposes. All Parts incorporated or installed in or attached to any Mortgaged Helicopter as the result of any alteration, modification or addition effected by the Borrower shall be free and clear of any Liens except Permitted Liens and become subject to the Lien in favor of the Administrative Agent; provided that the Borrower, the applicable Helicopter Owning Subsidiary or any Eligible Lessee may, at any time so long as a Mortgaged Helicopter is subject to the Lien in favor of the Administrative Agent, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Mortgaged Helicopter if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Mortgaged Helicopter at the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Mortgaged Helicopter pursuant to the terms of Section 10.2(c)(ii) or the first sentence of this Section 10.2(c)(iii), and (iii) such Part can be removed from such Mortgaged Helicopter without materially diminishing its Fair Market Value, utility or remaining useful life which such Mortgaged Helicopter would have had at the time of removal had such removal not been effected by the Borrower, assuming the Mortgaged Helicopter was otherwise maintained in the condition required by this Agreement and such Removable Part had not been incorporated or installed in or attached to such Mortgaged Helicopter. Upon the removal by the Borrower of any such Part as above provided, title thereto shall, without further act, be free and clear of all rights of the Administrative Agent and such Part shall no longer be deemed a Part hereunder.

(d) Loss, Destruction or Requisition.

(i) Event of Loss With Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to a Mortgaged Helicopter, the Borrower shall comply with the requirements set forth in Sections 5.3 and 10.1(a)(xiv)(D) of this Agreement.

(ii) Non-Insurance Payments Received on Account of an Event of Loss. Any amounts, other than insurance proceeds in respect of damage or loss not constituting an Event of Loss, received at any time by the Administrative Agent or the Borrower from any government entity or any other Person in respect of any Event of Loss will be applied in prepayment of the Credit Facility to the extent (but only to the extent) such prepayment is required in order for the Borrower to continue to comply with the covenants in Sections 10.1(a)(xvi) through (xxi) of this Agreement. Any such prepayment shall be made together with interest thereon, breakfunding costs and the costs and expenses provided for in Section 14.5.

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(iii) Requisition for Use. In the event of a requisition for use by any Government Entity (except a United States Government Entity) or the requisition of title by any Government Entity of a Mortgaged Helicopters, the Borrower shall promptly notify the Administrative Agent of such requisition and all of the Borrower’s obligations under this Agreement, including those set forth in Sections 10.1(a)(xvi) to (xxi) shall continue to the same extent as if such requisition had not occurred. Any payments received by the Administrative Agent or the Borrower (or the applicable Helicopter Owning Subsidiary) or Eligible Lessee from such Government Entity with respect to such requisition of use shall be applied in prepayment of the Credit Facility to the extent (but only to the extent) such prepayment is required in order for the Borrower to continue to comply with the covenants in Sections 10.1(a)(xvi) through (xxi) of this Agreement. In the event of an Event of Loss of an Engine resulting from the requisition for use by a non-US Government Entity of such Engine (but not the Airframe), the Owner will replace such Engine hereunder and any payments received by the Administrative Agent or the Borrower from such Government Entity with respect to such requisition shall be applied in prepayment of the Credit Facility to the extent (but only to the extent) such prepayment is required in order for the Borrower to continue to comply with the covenants in Sections 10.1(a)(xvi) through (xxi) of this Agreement.

SECTION 11. ASSIGNMENT AND PARTICIPATIONS

(a) This Agreement shall be binding upon, and inure to the benefit of, the Security Parties, each of the Agents and the Lenders and their respective successors and assigns, except that the Borrower may not assign any of its rights or obligations hereunder without the prior written consent of the Lenders. In giving any consent as aforesaid to any assignment by the Borrower, the Lenders shall be entitled to impose such conditions as they shall deem advisable. If no Event of Default has occurred and is continuing, any Lender shall be entitled to assign the whole or any part of its rights or obligations under this Agreement or grant participation(s) in the Credit Facility to any Eligible Assignee with the prior written consent (in each case not to be unreasonably withheld or delayed) of the Borrower and, in the case of assignments, the Administrative Agent. Notwithstanding the foregoing, if the Borrower does not provide its prior written consent or object to the assignment or participation, as the case may be, within ten (10) days after receiving notice of such assignment or participation, the Borrower shall be deemed to have given its consent to such assignment or participation. If an Event of Default has occurred and is continuing, any Lender shall be entitled to assign the whole or any part of its rights or obligations under this Agreement or grant participation(s) in the Credit Facility to any Eligible Assignee or to any private equity fund, hedge fund, investor partnership, financial institution, special purpose entity, funding vehicle, insurance company or any other entity acceptable to such Lender provided that (i) such assignee is not a competitor or an Affiliate of a competitor of the Borrower and (ii) the Administrative Agent has provided its prior written consent to such assignment (such consent not to be unreasonably withheld). Such Lender shall forthwith give notice of any such assignment or participation to the Administrative Agent and the Borrower, provided, however, that (a) any such assignment or participation shall be in a minimum amount of Ten Million Dollars ($10,000,000), (b) any such assignment to a Lender is to be made pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit 5 hereto (such Assignment and Assumption Agreement to be delivered to the Administrative Agent, for its acceptance and recording in the Register), and (c) except as provided in Section 14, no such assignment or participation will result in any additional costs to, or additional material requirements on, the Borrower. The Borrower will take all reasonable actions requested by the

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Lenders to effect such assignment, including, without limitation, the execution of a written consent to such Assignment and Assumption Agreement. Anything contained in this Section 11 to the contrary notwithstanding, any Lender may at any time pledge all or any portion of its interest and rights under this Agreement (including all or any portion of any Notes) to any of the twelve Federal Reserve Banks organized under §4 of the Federal Reserve Act, 12 U.S.C. §341. No such pledge or the enforcement thereof shall release the pledgor Lender from its obligations hereunder.

(b) The Administrative Agent shall maintain at its address referred to in Section 17, a copy of each Assignment and Assumption Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loan owing to, each Lender, and payments of interest, principal, and other amounts paid by a Security Party, from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the other Security Parties and the Creditors may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement, the Notes and the Security Documents. The Register shall be available for inspection by Borrower, the other Security Parties or the Creditors at any reasonable time and from time to time upon reasonable prior notice.

SECTION 12. ILLEGALITY, INCREASED COST, NON-AVAILABILITY, ETC.

12.1. Illegality. In the event that by reason of any change in any applicable law, regulation or regulatory requirement or in the interpretation thereof a Lender has a reasonable basis to conclude that it has become unlawful for such Lender to maintain or give effect to its obligations as contemplated by this Agreement, the Lender shall inform the Borrower and the Administrative Agent to that effect, whereafter the liability of such Lender to make its Commitment available shall forthwith cease and the Borrower shall be required either to prepay to such Lender any portion of the then outstanding Advances owing to such Lender immediately or, if such Lender so agrees, to prepay such portion of the outstanding Advances to such Lender on the last day of the then current Interest Period or Periods, in accordance with and subject to the provisions of Section 12.6 and to pay to the Administrative Agent sufficient amounts of cash to fund any possible drawings under Letters of Credit then in existence, such amounts to be repaid to the Borrower to the extent not utilized to cover Letter of Credit drawings. In any such event, but without prejudice to the aforesaid obligations of the Borrower to prepay the outstanding Advances or part thereof and fund any possible drawings under Letters of Credit then in existence, the Borrower and such Lender shall negotiate in good faith with a view to agreeing on terms for making the Commitment available from another jurisdiction or otherwise restructuring the Commitment on a basis which is not unlawful.

12.2. Increased Cost. If any change in applicable law, regulation or regulatory requirement, any guideline, request or directive by any central bank or any governmental or other authority or in the interpretation or application thereof by any governmental or other authority, shall:

(a) subject a Lender to any Taxes with respect to its income from the Credit Facility or any part thereof, or

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(b) change the basis of taxation to a Lender of payments of principal or interest or any other payment due or to become due pursuant to this Agreement (other than a change in the basis effected by the jurisdiction of incorporation of such Lender or the domicile of the Lender’s office through which the Lender’s Commitment is made or any governmental subdivision or other taxing authority having jurisdiction over such Lender (unless such jurisdiction is asserted solely by reason of the activities of the Borrower or any of the Subsidiaries) or such other jurisdiction where the Credit Facility may be payable), or

(c) impose, modify or deem applicable any reserve requirements or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, any Lender, or

(d) impose on any Lender any other condition affecting the Commitment or any portion of any Advance thereunder, and the result of the foregoing is either to increase the cost to such Lender of making available or maintaining its Commitment or to reduce the amount of any payment received by such Lender,

then and in any such case if such increase or reduction in the opinion of such Lender materially affects the interests of such Lender under or in connection with this Agreement:

(i) such Lender shall notify the Borrower and the Administrative Agent of the happening of such event,

(ii) the Borrower agrees forthwith upon demand to pay to such Lender such amount as such Lender certifies to be necessary to compensate such Lender for such additional cost or such reduction, and

(iii) any such demand as is referred to in this Section 12.2 may be made by such Lender at any time before or after any repayment of the Advances.

For the avoidance of doubt, this Section 12.2 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

12.3. Replacement of Lender or Participant. If the obligation of any Lender to make its pro rata share of any Advance has been suspended or terminated pursuant to Section 12.1, or if any Lender shall notify the Borrower of the happening of any event leading to increased costs as described in Section 12.2, the Borrower shall have the right, upon twenty (20) Banking Days’ prior written notice to such Lender, to cause one or more banks (a “Replacement Lender (s)”) (which may be one or more of the Lenders), each such Replacement Lender to be satisfactory to the Majority Lenders (determined for this purpose as if such transferor Lender had no Commitment and held no interest in the Note issued to it hereunder) and, in each case, with the written acknowledgment of the Administrative Agent, to purchase such Lender’s pro rata share of the Advances and the Letters of Credit and assume the Commitment of such Lender and such Lender’s interests in any outstanding Letters of Credit pursuant to an Assignment and Assumption

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Agreement. If one or more such banks are identified by the Borrower and approved as being reasonably satisfactory to the Majority Lenders (determined as provided above), the transferor Lender shall consent to such sale and assumption by executing and delivering an Assignment and Assumption Agreement. Upon the execution and delivery of an Assignment and Assumption Agreement by the Borrower, the transferor Lender, the Replacement Lender and the Administrative Agent, and payment by the Replacement Lender to the transferor Lender of an amount equal to the transferor Lender’s pro rata share of outstanding Advances and interest thereon and any fees and expenses owing thereto , such Replacement Lender shall become a Lender and Letter of Credit Issuer (as applicable) party to this Agreement (if it is not already a party hereto as applicable) and shall have all the rights and obligations of a Lender with a Commitment (which, if such Replacement Lender is already a party hereto, shall take into account such Replacement Lender’s then existing Commitment hereunder) and of a Letter of Credit Issuer as set forth in such Assignment and Assumption Agreement and the transferor Lender shall be released from its obligations hereunder and no further consent or action by any other Person shall be required. In the event no Replacement Lender is found or is satisfactory to the Majority Lenders, the Borrower shall have the right to request a permanent reduction of the Committed Amount by reducing the whole of such Lender’s Commitment, provided that (a) the Administrative Agent and the Lender whose Commitment the Borrower seeks to reduce receive ten (10) Banking Days prior written notice of such request and (b) such reduction occurs on the last day of the applicable Interest Period(s) for Advances (or portions thereof) outstanding under this Agreement. Upon such reduction, the reduced Lender shall be released from its obligations hereunder and no further action by any Person shall be required and the new participation percentages, including those relating to Letters of Credit (as designated in Schedule A hereto) shall be assigned to the remaining Lenders on a pro rata basis based on their respective Commitments. In the event that the Administrative Agent, in its capacity as a Lender, is required to sell its pro rata share of the Advances and its Commitment hereunder pursuant to this Section 12.3, the Administrative Agent shall, promptly upon the consummation of any assignment pursuant to this Section 12.3, resign as Administrative Agent hereunder and the Borrower shall (subject to the consent of the Majority Lenders) have the right to appoint another Agent as successor Administrative Agent, all in accordance with Section 16.13.

12.4. Non-availability of Funds. If the Administrative Agent shall determine that, by reason of circumstances affecting the London Interbank Market generally, adequate and reasonable means do not or will not exist for ascertaining the Applicable Rate for any Interest Period, the Administrative Agent shall give notice of such determination to the Borrower. The Borrower and the Lenders shall then negotiate in good faith in order to agree upon a mutually agreeable basis for funding the Advance or Advances in question, and/or for determining the interest rate and/or Interest Period(s) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower and the Lenders are unable to agree upon such a substituted funding base, interest rate and/or Interest Period(s) within thirty (30) days of the giving of such notice, the Borrower shall repay the Credit Facility, or the relevant portion thereof, as the case may be, to the Lenders immediately; provided, however, that if the Borrower fails to make such repayment, the Lenders shall determine a funding basis, set an interest rate and/or set an Interest Period(s), as the case may be, all to take effect from the expiration of the relevant Interest Period(s) in effect at the date of said determination notice, which rate shall be equal to the aggregate of the Margin and the cost to the Lenders of funding the relevant Advance or Advances.

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12.5. Determination of Losses. A certificate or determination notice of the Agents and the Lenders as to any of the matters referred to in this Section 12, absent manifest error, shall be conclusive and binding on the Borrower.

12.6. Compensation for Losses. Where the Advances are to be prepaid by the Borrower pursuant to Section 12, the Borrower agrees simultaneously with such prepayment to pay to the relevant Lender all accrued interest to the date of actual payment and all other sums payable by the Borrower to such Lender pursuant to this Agreement, together with such amounts as may be certified by such Lender to be necessary to compensate such Lender for any actual loss, premium or penalties incurred or to be incurred by it on account of funds borrowed to make, fund or maintain its Commitment for the remainder (if any) of the then current Interest Period or Periods, if any, but otherwise without penalty or premium.

SECTION 13. CURRENCY INDEMNITY

13.1. Currency Conversion. If for the purpose of obtaining or enforcing a judgment in any court in any country it becomes necessary to convert into any other currency (the “judgment currency”) an amount due in Dollars under this Agreement or under the Notes, then the conversion shall be made, in the discretion of the Administrative Agent, at the rate of exchange prevailing either on the date of default or on the day before the day on which the judgment is given or the order for enforcement is made, as the case may be (the “conversion date”), provided that the Administrative Agent shall not be entitled to recover under this section any amount in the judgment currency which exceeds at the conversion date the amount in Dollars due under this Agreement and/or under the Notes.

13.2. Change in Exchange Rate. If there is a change in the rate of exchange prevailing between the conversion date and the date of actual payment of the amount due, the Borrower shall pay such additional amounts (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the judgment currency when converted at the rate of exchange prevailing on the date of payment will produce the amount then due under this Agreement and/or under the Notes in Dollars; any excess over the amount due received or collected by the Lenders shall be remitted to the Borrower.

13.3. Additional Debt Due. Any amount due from the Borrower under Section 13.2 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Agreement and/or under or in respect of the Notes.

13.4. Rate of Exchange. The term “rate of exchange” in this Section 13 means the rate at which the Administrative Agent in accordance with its normal practices is able on the relevant date to purchase Dollars with the judgment currency and includes any premium and costs of exchange payable in connection with such purchase.

SECTION 14. FEES AND EXPENSES

14.1. Commitment Fee. (a) The Borrower shall pay to the Administrative Agent, for distribution to the Lenders, a commitment fee, payable quarterly in arrears, computed at the Commitment Fee Rate on the average unfunded portion of the Committed Amount during such quarter. The commitment fee shall accrue from the date hereof and shall terminate on the Termination Date. Such commitment fee shall be calculated on the basis of actual days elapsed over a 360 day year.

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14.2. Letter of Credit and Facing Fees and Related Charges. The Borrower also agrees to pay to the Letter of Credit Issuer all customary issuing and handling fees of the Letter of Credit Issuer in connection with its issuance of Letters of Credit. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee (the “Letter of Credit Fee”) with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to LIBOR Advances on the average daily amount of such Lender’s pro rata participation in Letters of Credit, (ii) to the Issuing Lender a fronting fee (the “Facing Fee”), which shall equal 0.125% per annum on the face amount of each Letter of Credit, payable in advance at the time of issuance, provided that in no event shall such fee be less than $750, and (iii) to the Issuing Lender, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees accrued through and including the last day of March, June, September and December of each year shall be payable on such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Lender pursuant to this Section 14.2 shall be payable within ten (10) days after demand. All participation fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the maximum ate allowable by law, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

14.3. Agency Fee. The Borrower shall pay to the Administrative Agent, for its own account, such fees as shall have been agreed in accordance with the letter agreement dated as of even date herewith between the Borrower and the Administrative Agent.

14.4. Underwriting Fee. The Borrower shall pay to the Administrative Agent for distribution to each of the Lenders, for its own account, such fees as shall have been agreed in accordance with the letter agreement dated as of even date herewith between the Borrower and the Administrative Agent.

14.5. Costs, Charges and Expenses. The Borrower agrees to pay the Agents and the Lenders upon demand (whether or not the Credit Facility or any part thereof is made available hereunder) all reasonable costs, charges and expenses (including legal fees and expenses, as well as travel expenses of the Agents and the Lenders) incurred by the Administrative Agent in connection with the negotiation, preparation, syndication, execution and enforcement or attempted enforcement of this Agreement, the Notes or otherwise in connection with the Credit Facility, as well as in connection with any supplements, amendments, assignments, waivers or consents relating thereto.

SECTION 15. APPLICABLE LAW, JURISDICTION AND WAIVER

15.1. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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15.2. Jurisdiction. The Borrower hereby irrevocably submits to the jurisdiction of the courts of the State of New York and of the United States District Court for the Southern District of New York in any action or proceeding brought against it by the Agents and the Lenders under this Agreement or under any document delivered hereunder and the Borrower hereby irrevocably appoints Farkouh, Furman & Faccio, LLP, 460 Park Avenue, 12^th Floor, New York, NY 10022 (Attention: Fred Farkouh), its attorney-in-fact and agent for service of summons or other legal process thereon, which service may be made by serving a copy of any summons or other legal process in any such action or proceeding on such agent and such agent is hereby authorized and directed to accept by and on behalf of the Borrower service of summons and other legal process of any such action or proceeding against the Borrower. The service, as herein provided, of such summons or other legal process in any such action or proceeding shall be deemed personal service and accepted by the Borrower as such, and shall be legal and binding upon the Borrower for all the purposes of any such action or proceeding. Final judgment (a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness of a Borrower to any Agent or Lender) against the Borrower in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment. The Borrower will advise the Administrative Agent promptly of any change of address of the foregoing agent or of the substitution of another agent therefor. In the event that the foregoing agent or any other agent appointed by the Borrower shall not be conveniently available for such service or if the Borrower fails to maintain an agent as provided herein, the Borrower hereby irrevocably appoints the person who then is the Secretary of State of the State of New York as such attorney-in-fact and agent. The Borrower will advise the foregoing agent of the appointment made hereby, but failure to so advise shall not affect the appointment made hereby. Notwithstanding anything herein to the contrary, the Agents and the Lenders may bring any legal action or proceeding in any other appropriate jurisdiction.

15.3. Waiver of Jury Trial. IT IS MUTUALLY AGREED BY AND AMONG THE BORROWER, AND THE AGENTS AND THE LENDERS THAT EACH OF THEM HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE NOTES.

SECTION 16. THE AGENTS

16.1. Appointment of Agents. Each of the Lenders hereby irrevocably appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and under the Notes as are delegated to such Agent by the terms hereof and thereof. Neither the Agents nor any of their respective directors, officers, employees or agents shall be liable for any action taken or omitted to be taken by it or them under this Agreement and under the Notes or in connection therewith, except for its or their own gross negligence or willful misconduct. It is understood and agreed that the use of the term “agent” herein or in any other Security Documents (or any other similar term) with reference to the any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law nor does the term “agent” connote any advisory duty. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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16.2. Distribution of Payments. Whenever any payment or prepayment is received by the Administrative Agent from the Borrower for the account of the Lenders, or any of them, whether of principal or interest on the Notes, commissions, fees under Section 14, or otherwise (including pursuant to Section 9.4), it will thereafter cause like funds relating to such payment to be promptly distributed ratably to the Lenders according to their respective Commitments, in each case to be applied according to the terms of this Agreement. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

16.3. Adjustments. If any Lender (a “Benefitted Lender”) shall at any time receive any payment of all or any part of the Advances made by such Lender, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 9.1(k) or (m), or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender in respect of such other Lender’s Advances, or interest thereon, such Benefitted Lender shall purchase for cash from each of the other Lenders such portion of each such other Lender’s Advances, and shall provide each of such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders, provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including, without limitation, rights of set-off, to the extent not prohibited by law) with respect to such portion as fully as if such Lender were the direct holder of such portion.

16.4. Holder of Interest in Notes. The Administrative Agent may treat each Lender as the holder of all of the interest of such Lender in its Notes unless and until the Administrative Agent has received a copy of an Assignment and Assumption Agreement evidencing the transfer of all or any part of such Lender’s interest in the Credit Facility.

16.5. No Duty to Examine, Etc. The Agents shall not be under a duty to examine or pass upon the validity, effectiveness or genuineness of this Agreement, the Notes or any instrument, document or communication furnished pursuant to this Agreement or the Notes or in connection with any thereof and the Agents shall be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be.

16.6. Agents as Lenders. With respect to that portion of the Credit Facility made available by it, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not an Agent, and the term “Lender” or “Lenders” shall include the Agents in their capacity as Lenders. Each Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with, the Borrower as if it were not an Agent.

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16.7. Obligations of Agents. (a) The obligations of each Agent under this Agreement and under the Notes are only those expressly set forth herein and therein.

(b) No Duty to Investigate. No Agent shall at any time be under any duty to investigate whether an Event of Default, or an event which with the giving of notice or lapse of time, or both, would constitute an Event of Default, has occurred or to investigate the performance of this Agreement and the Notes by the Borrower.

(c) Reports and Notices. Promptly upon receipt thereof by the Administrative Agent, the Administrative Agent shall furnish each Lender with a copy of all financial reports and notices delivered to it by the Borrower hereunder.

16.8. Discretion of Agents. (a) Each Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement and the Notes, unless such Agent shall have been instructed by the Majority Lenders to exercise such rights or to take or refrain from taking such action; provided, however, that such Agent shall not be required to take any action which exposes such Agent to personal liability or which is contrary to this Agreement or applicable law.

(b) Instructions of Majority Lenders. Each Agent shall in all cases be fully protected in acting or refraining from acting under this Agreement and under the Notes in accordance with the instructions of the Majority Lenders (or, where expressly required hereby, all the Lenders), and any action taken or failure to act pursuant to such instructions shall be binding on all of the Lenders.

16.9. Assumption re Event of Default. The Administrative Agent shall be entitled to assume that no Event of Default, or event which with the giving of notice or lapse of time, or both, would constitute an Event of Default, has occurred and is continuing, unless the Administrative Agent has been notified by the Borrower of such fact or has been notified by a Lender that such Lender considers that an Event of Default or such an event (specifying in detail the nature thereof) has occurred and is continuing. In the event that the Administrative Agent shall have been notified by any party in the manner set forth in the preceding sentence of any Event of Default or of an event which with the giving of notice or lapse of time, or both, would constitute an Event of Default, the Administrative Agent shall promptly notify the Lenders and shall take action and assert such rights under this Agreement or the Notes as the Majority Lenders shall request in writing.

16.10. No Liability of Agents and the Lenders. No Agent or Lender shall be under any liability or responsibility whatsoever:

(a) to the Borrower or any other person or entity as a consequence of any failure or delay in performance by, or any breach by, any other Lender or any other person of any of its or their obligations under this Agreement or under the Notes;

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(b) to any Lender or Lenders as a consequence of any failure or delay in performance by, or any breach by the Borrower of any of its obligations under this Agreement or under the Notes; or

(c) to any Lender or Lenders for any statements, representations or warranties contained in this Agreement or in the Notes or in any document or instrument delivered in connection with the transaction hereby contemplated; or for the validity, effectiveness, enforceability or sufficiency of this Agreement and the Notes or any document or instrument delivered in connection with the transactions hereby contemplated.

16.11. Indemnification of Agents. The Lenders agree to indemnify each Agent (to the extent not reimbursed by the Borrower and without limiting its obligation to do so ), pro rata according to the respective amounts of their Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable legal fees and expenses incurred in investigating claims and defending itself against such liabilities) which may be imposed on, incurred by or asserted against, such Agent in any way relating to or arising out of this Agreement and the Notes, any action taken or omitted by such Agent hereunder or thereunder or the preparation, administration, amendment or enforcement of, or waiver of any provision of, this Agreement and the Notes, except that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct.

16.12. Consultation with Counsel. The Administrative Agent may consult with legal counsel selected by the Administrative Agent and shall not be liable for any action taken, permitted or omitted by it in good faith in accordance with the advice or opinion of such counsel.

16.13. Resignation. Each Agent may resign at any time by giving sixty (60) Banking Days’ written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within sixty (60) Banking Days after the retiring Agent’s giving notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank or trust company of recognized standing. The appointment of any successor Agent shall (unless an Event of Default has occurred and is continuing) be subject to the prior written consent of the Borrower, such consent not to be unreasonably withheld. After any retiring Agent’s resignation as Agent hereunder, the provisions of this Section 16 shall continue in effect for its benefit with respect to any actions taken or omitted by it while acting as Agent. In each case the resignation of an Agent shall not take effect unless a successor Agent has been duly appointed.

16.14. Representations of Lenders. Each Lender represents and warrants to each other Lender and each Agent that:

(a) in making its decision to enter into this Agreement and to make its Commitment available hereunder, it has independently taken whatever steps it considers necessary to evaluate the financial condition and affairs of the Borrower, that it has made an independent credit judgment and that it has not relied upon any statement, representation or warranty by any other Lender or any Agent; and

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(b) so long as any portion of its Commitment remains outstanding, it will continue to make its own independent evaluation of the financial condition and affairs of the Borrower.

16.15. Notification of Event of Default. The Administrative Agent hereby undertakes promptly to notify the Lenders, and each of the Lenders hereby undertakes promptly to notify the Administrative Agent and the other Lenders, of the existence of any Event of Default which shall have occurred and be continuing of which the Administrative Agent or such Lender has actual knowledge.

SECTION 17. NOTICES AND DEMANDS

17.1. Notices in Writing. Every notice or demand under this Agreement shall be in writing and may be given or made by facsimile or electronic transmission.

17.2. Addresses for Notice. All notices and other communications provided for hereunder shall be in writing (including facsimile and electronic mail), if to the Borrower or the Administrative Agent, at the address set forth below and, if to the Lenders at their address and facsimile numbers set forth in Schedule A or at such other address or facsimile numbers as such party may hereafter specify for the purpose by notice to each other party hereto.

Any notices addressed to the Borrower shall be sent as follows:

Address:	c/o Seacor Holdings Inc.
	460 Park Avenue, 12th Floor New York, NY 10022 Facsimile: 212 582 8522 Attention: Dick Fagerstal Email: dfagerstal@erahelicopters.com

Any notices addressed to the Administrative Agent shall be sent as follows:

Address:	WFBLS Charlotte Agency Services
	1525 W WT Harris Blvd MAC D1109-019 Charlotte, NC 28262 Facsimile: 704 590 2782
with a copy to:
	1000 Louisiana Street, 9th Floor MAC T0002-090 Houston, TX 77002 Facsimile: 713 739 1087 Attention: Corbin Womac, Vice President & Relationship Manager Email: Corbin.M.Womac@wellsfargo.com

Any notice sent by FACSIMILE shall be confirmed by letter dispatched as soon as practicable thereafter.

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The Security Parties agree that the Administrative Agent may make any communication available to the Creditors by posting the communications on Intralinks, Fixed Income Direct or a substantially similar electronic transmission systems (the “Platform”). The Security Parties acknowledge that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH ANY COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE CREDITORS, OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES OF THE CREDITORS, OR THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO ANY LENDER, ANY OTHER CREDITOR, ANY SECURITY PARTY OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE TRANSMISSION BY ANY SECURITY PARTY, ANY OF THE AGENT PARTIES, ANY OTHER CREDITOR, OR ANY OTHER PERSON OF ANY COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF AN AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Each Lender agrees that notice to it (as provided in the next sentence) specifying that any communications have been posted to the Platform shall constitute effective delivery of such communications to such Lender for purposes of this Agreement, the Notes and the Security Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time (i) of such Lender’s email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

17.3. Notices Deemed Received. Every notice or demand shall, except so far as otherwise expressly provided by this Agreement, be deemed to have been received (provided that it is received prior to 2 p.m. New York time; otherwise it shall be deemed to have been received on the next following Banking Day), in the case of a facsimile or electronic mail at the time of dispatch thereof (provided further that if the date of dispatch is not a Banking Day in the locality of the party to whom such notice or demand is sent it shall be deemed to have been received on the next following Banking Day in such locality) and, in the case of a letter, at the time of receipt thereof.

93

SECTION 18. MISCELLANEOUS

18.1. Time of Essence. Time is of the essence of this Agreement but no failure or delay on the part of the Agents and the Lenders to exercise any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by the Agents and the Lenders of any power or right hereunder preclude any other or further exercise thereof or the exercise of any other power or right. The remedies provided herein are cumulative and are not exclusive of any remedies provided by law.

18.2. Unenforceable, etc.; Provisions - Effect. In case any one or more of the provisions contained in this Agreement or in the Notes would, if given effect, (i) cause such of the Borrower or any of the Subsidiaries, as the case may be, which owns United States registered Helicopters to cease to be a citizen of the United States as defined by the FAA, or cause a transfer of any of the Helicopters registered under the laws of the United States of America in violation of any FAA regulation or (ii) be otherwise invalid, illegal or unenforceable in any respect under any law applicable in any relevant jurisdiction, including an Acceptable Jurisdiction, said provision shall not be enforceable against the Borrower or any of the Subsidiaries, as the case may be, but the validity, legality and enforceability of the remaining provisions herein or therein contained shall not in any way be affected or impaired thereby.

18.3. References. References herein to Sections and Schedules are to be construed as references to sections of, and schedules to, this Agreement.

18.4. Further Assurances. The Borrower agrees that if this Agreement, the Notes or the Security Documents shall at any time be deemed by the Administrative Agent for any reason insufficient in whole or in part to carry out the true intent and spirit hereof or thereof, it will execute or cause to be executed such other and further assurances and documents as in the opinion of the Administrative Agent may be required in order more effectively to accomplish the purposes of this Agreement, the Notes and the Security Documents.

18.5. Entire Agreement; Amendments. This Agreement, the Notes, the Security Documents and the letter agreements referred to in Sections 14.3 and 14.4 constitute the entire agreement of the parties hereto, including all parties added hereto pursuant to an Assignment and Assumption Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute one and the same instrument. Any provision of this Agreement, the Notes or the Security Documents may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrower and the Majority Lenders (and, if the rights or duties of the Administrative Agent are affected thereby, by the Administrative Agent); provided that no amendment or waiver shall, unless signed by all the Lenders, (i) increase or decrease or extend the Commitment of any Lender or subject any Lender to any additional obligation other than those set forth herein, (ii) reduce the principal of or rate of interest on the Credit Facility or any fees hereunder, (iii) postpone the date fixed for any payment of principal of or interest on the Credit Facility or any Letter of Credit reimbursement or any fees or other amounts hereunder or amend the definition of “Termination Date”, (iv) release any Guaranty or Collateral other than as specifically provided for herein or in

94

any Security Document or agree to any subordination of a Lien under any of the Security Documents, (v) amend Sections 9.4, 11, 16.2 or 16.3, (vi) waive any condition precedent to the availability of the Credit Facility or any Advance thereunder, (vii) amend or modify this Section 18.5, (viii) change the definition of “Majority Lenders” or (ix) change any provisions relating to the pro rata nature of payments to, or disbursements by, the Lenders.

18.6. USA Patriot Act Notice; OFAC and Bank Secrecy Act. The Administrative Agent hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Patriot Act”), and the Administrative Agent’s policies and practices, the Administrative Agent and each of the Lenders is required to obtain, verify and record certain information and documentation that identifies the Borrower, which information includes the name and address of the Borrower and such other information that will allow the Administrative Agent and the Lenders to identify the Borrower in accordance with the Patriot Act. In addition, the Borrower shall (a) ensure that no Person who owns a controlling interest in or otherwise controls the Borrower or any subsidiary of any thereof is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Orders, (b) not use or permit the use of the proceeds of the Facility to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto, and (c) comply, and cause any of its subsidiaries to comply, with all applicable Bank Secrecy Act laws and regulations, as amended.

18.7. Right of Set-Off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 9.1 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 9.1 or otherwise with the consent of the Majority Lenders, each Agent and each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set-off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under the Agreement, the Notes and the Security Documents, irrespective of whether such Agent or such Lender shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. Each Agent and each Lender agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and their respective Affiliates may have.

18.8. No Waiver, Remedies. No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder or under any other Finance Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

95

18.9. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Creditors, and thereafter this Agreement shall be binding upon and inure to the benefit of the Borrower, the Creditors and their respective successors and assigns. All terms and provisions of this Agreement relating to Letters of Credit shall be effective until such time as all Letters of Credit, including Extended Letters of Credit, have been cancelled.

18.10. Confidentiality. Neither the Administrative Agent nor any Lender shall disclose any Confidential Information to any Person without the consent of the Borrower, other than (a) to the Administrative Agent’s or such Lender’s Affiliates and their officers, directors, employees, agents and advisors and to actual or prospective permitted assignees and participants, and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process, (c) as requested or required by any governmental authority or examiner (including the National Association of Insurance Commissioners or any similar organization or quasi-regulatory authority) regulating such Lender, (d) to any rating agency when required by it, provided that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information relating to the Security Parties received by it from such Lender, (e) in connection with any litigation or proceeding to which the Administrative Agent or such Lender or any of its Affiliates may be a party or (f) in connection with the exercise of any right or remedy under this Agreement, the Notes or any of the Security Documents.

18.11. Indemnification. The Security Parties hereby agree to indemnify and hold harmless the Creditors and each of their respective Affiliates, directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, an “Indemnified Party”) from and against any and all actions, suits, losses, claims, damages, liabilities and expenses of any kind or nature, joint or several, to which such Indemnified Party may become subject or that may be incurred or asserted or awarded against such Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) any matters contemplated by this Agreement, the Credit Facility or any related transaction (including, without limitation, the execution and delivery of this Agreement, the Notes and the Security Documents and the closing of the Credit Facility) or (ii) the use or the contemplated use of the proceeds of the Credit Facility, and will reimburse each Indemnified Party for all out-of-pocket expenses (including reasonable attorneys’ fees, expenses and charges) on demand as they are incurred in connection with any of the foregoing; provided that no Indemnified Party will have any right to indemnification for any of the foregoing to the extent resulting from such Indemnified Party’s own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any of the Security Parties, any of their holders of Equity Interests or creditors of an Indemnified Party, whether or not an Indemnified Party is otherwise a party hereto and whether or not the transactions contemplated hereby are consummated. Subject to the provisions hereof, the Security Parties also agree that no Indemnified Party will have any liability (whether direct or indirect, in contract or tort, or otherwise) to themselves or their Affiliates or to their respective holders of Equity Interests or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s own gross negligence or willful misconduct. The Creditors will only have liability to the Security Parties (as opposed to any other person), and the Lenders shall be liable solely in respect of their own

96

Commitments to the Credit Facility on a several, and not joint, basis with any other Lender and such liability shall only arise to the extent damages have been caused by a breach of such Creditor’s obligations hereunder. Neither the Security Parties nor any Indemnified Party will be liable to the other, or to their Affiliates or any other person for any indirect, consequential or punitive damages that may be alleged as a result of this Agreement, the Notes, the Security Documents or any element of the Credit Facility. No Indemnified Party will be liable to the Security Parties, their Affiliates or any other person for any damages arising from the use by third parties of informational materials or other materials obtained by electronic means unless such third party shall have obtained such informational materials as a result of the gross negligence or willful misconduct of an Indemnified Party. Neither any Security Party nor any Indemnified Party shall, without the prior written consent of each other party affected thereby (which consent will not be unreasonably withheld), settle any threatened or pending claim or action that would give rise to the right of any Indemnified Party to claim indemnification hereunder unless such settlement (a) includes a full and unconditional release of all liabilities arising out of such claim or action and (b) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any party.

[SIGNATURE PAGES TO FOLLOW]

97

IN WITNESS whereof the parties hereto have caused this Agreement to be duly executed by their duly authorized representative as of the day and year first above written.

ERA GROUP INC., as Borrower
By:	/s/ Dick Fagerstal
Name:	Dick Fagerstal
Title:	Executive Vice President/Chief Financial Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender
By:	/s/ Barry Parks
Name:	Barry Parks
Title:	Director
By:
Name:
Title:
JPMORGAN CHASE BANK, N.A., as Mandated Lead Arranger, Bookrunner, Syndication Agent and Lender
By:	/s/ Donald Hunt
Name:	Donald Hunt
Title:	Officer
By:
Name:
Title:

DEUTSCHE BANK SECURITIES INC., as Mandated Lead Arranger, Bookrunner and Co-Documentation Agent		DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lender
By:	/s/ Stephen Pelich	By:	/s/ Omayra Laucella
Name:	Stephen Pelich	Name:	Omayra Laucella
Title:	Vice President	Title:	Vice President
By:	/s/ David Sisler	By:	/s/ Evelyn Thierry
Name:	David Sisler	Name:	Evelyn Thierry
Title:	Director	Title:	Director
SUNTRUST ROBINSON HUMPHREY, INC., as Mandated Lead Arranger and Bookrunner		SUNTRUST BANK, as Co-Documentation Agent and Lender
By:	/s/ Keith E. Roberts	By:	/s/ Gregory C. Magnuson
Name:	Keith E. Roberts	Name:	Gregory C. Magnuson
Title:	Director	Title:	Vice President
By:		By:
Name:		Name:
Title:		Title:
REGIONS BANK, as Mandated Lead Arranger, Bookrunner, Co-Documentation Agent and Lender
By:	/s/ Stephen Hanas
Name:	Stephen Hanas
Title:	Senior Vice President
By:
Name:
Title:

COMPASS BANK, as Managing Agent and Lender		WHITNEY BANK, as Managing Agent and Lender
By:	/s/ Jarell Askew	By:	/s/ Josh Jones
Name:	Jarell Askew	Name:	Josh Jones
Title:	Vice President	Title:	Area President
By:		By:
Name:		Name:
Title:		Title:
GOLDMAN SACHS BANK USA, as Managing Agent and Lender		COMERICA BANK, as Managing Agent and Lender
By:	/s/ Mark Walton	By:	/s/ Gary Culbertson
Name:	Mark Walton	Name:	Gary Culbertson
Title:	Authorized Signatory	Title:	Vice President
By:		By:
Name:		Name:
Title:		Title:
THE NORTHERN TRUST COMPANY, as Managing Agent and Lender
By:	/s/ Pritha Majumder
Name:	Pritha Majumder
Title:	Officer
By:	/s/ Pritha Majumder
Name:	Pritha Majumder
Title:	Officer

SCHEDULE A

PARTICULARS OF LENDERS

Name and Address	Total Commitment		Swing Line Commitment		Participation Percentage
WELLS FARGO BANK, NATIONAL ASSOCIATION WFBLS Charlotte Agency Services 1525 W WT Harris Blvd MAC D1109-019 Charlotte, NC 28262 With a copy to: 1000 Louisiana, 9th Floor MAC T0002-090 Houston, Texas 77002 Attention: Corbin Womac	$	50,000,000	$	25,000,000		14.2857	%
JPMORGAN CHASE BANK, N.A. 201 St. Charles Ave, 28th Floor New Orleans, LA. 70170 Attention: Donald K. Hunt, Officer	$	50,000,000		N/A		14.2857	%
DEUTSCHE BANK TRUST COMPANY AMERICAS 700 Louisiana, #1500 Houston, TX 77002 Attention: David Sisler, Director	$	45,000,000		N/A		12.8571	%
SUNTRUST BANK 303 Peachtree Street., NE Atlanta, GA 30308 Attention: Greg Magnuson, Portfolio Manager	$	45,000,000		N/A		12.8571	%

REGIONS BANK 2800 Ponce De Leon Blvd, 9th Floor Coral Gables, FL 33134 Attention: Stephen Hanas, SVP / RM	$	45,000,000	N/A	12.8571	%
COMPASS BANK 24 Greenway Plaza, Suite 1616 Houston, TX 77046 Attention: Adrayll Askew, VP, Credit Products Group	$	25,000,000	N/A	7.1429	%
WHITNEY BANK 7910 Main Street Houma, LA 70360 Attention: Josh J. Jones, Area President	$	25,000,000	N/A	7.1429	%
GOLDMAN SACHS BANK USA 200 West Street New York, NY 10282	$	25,000,000	N/A	7.1429	%
COMERICA BANK 910 Louisiana, Suite 410 Houston, TX 77002 Attention: Gary Culbertson, Vice President	$	20,000,000	N/A	5.7143	%
THE NORTHERN TRUST COMPANY 50 S. LaSalle Street, M-27 Chicago, IL 60636 Attention: Thomas Hasenauer, Vice President	$	20,000,000	N/A	5.7143	%

SCHEDULE B

HELICOPTER OWNING SUBSIDIARIES AND MORTGAGED HELICOPTERS

(as of December 22, 2011)

OWNERSHIP

MAKE

MODEL

U.S.A. REGISTRATION

LOCATION

FOREIGN OR DOMESTIC

SERIAL NO.

FAIR MARKET VALUE $

INSURED VALUE $

Era Helicopters LLC

AGUSTA

A109

N18EA

GOM

Domestic

11210

2,906,788

4,000,000

Era Helicopters LLC

AGUSTA

A109

N512LD

GOM

Domestic

11683

3,609,773

5,000,000

Era Helicopters LLC

AGUSTA

A109

N530KS

GOM

Domestic

11694

3,949,151

5,000,000

Era Helicopters LLC

AGUSTA

A109

N820FT

GOM

Domestic

11701

3,897,896

5,000,000

Era Helicopters LLC

AGUSTA

A109

N903RW

GOM

Domestic

11601

3,113,941

5,000,000

Era Helicopters LLC

AGUSTA

A109

N910LB

GOM

Domestic

11682

3,462,664

5,000,000

Era Helicopters LLC

AGUSTA

A109

N334JT

GOM

Domestic

11738

4,333,167

5,000,000

Era Helicopters LLC

AGUSTA

A119

N203JP

GOM

Domestic

14535

2,749,775

3,250,000

Era Helicopters LLC

AGUSTA

A119

N108AG

GOM

Domestic

14053

2,540,827

3,000,000

Era Helicopters LLC

AGUSTA

A119

N126RD

GOM

Domestic

14504

2,523,827

3,000,000

Era Helicopters LLC

AGUSTA

A119

N330JN

GOM

Domestic

14510

2,431,386

2,750,000

Era Helicopters LLC

AGUSTA

A119

N514RE

GOM

Domestic

14701

2,719,016

3,000,000

Era Helicopters LLC

AGUSTA

A119

N602FB

GOM

Domestic

14528

2,755,596

3,250,000

Era Helicopters LLC

AGUSTA

A119

N709CG

GOM

Domestic

14052

2,607,648

3,000,000

SCHEDULE B

HELICOPTER OWNING/OPERATING SUBSIDIARIES AND OTHER SUBSIDIARIES

(as of December 22, 2011)

Era Helicopters LLC	AGUSTA	A119	N715RT	GOM	Domestic	14516	2,500,118	3,000,000
Era Helicopters LLC	AGUSTA	A119	N802SM	GOM	Domestic	14711	3,044,059	3,500,000
Era Helicopters LLC	AGUSTA	A119	N822MM	GOM	Domestic	14055	2,397,683	2,750,000
Era Helicopters LLC	AGUSTA	A119	N915BE	GOM	Domestic	14519	2,531,894	3,000,000
Era Helicopters LLC	AGUSTA	A119	N927JK	GOM	Domestic	14517	2,501,849	3,000,000
Era Helicopters LLC	AGUSTA	A119	N628RL	GOM	Domestic	14713	2,857,189	3,250,000
Era Helicopters LLC	AGUSTA	A119	N920JD	GOM	Domestic	14745	3,149,637	3,500,000
Era Helicopters LLC	EUROCOPTER	AS350	N196EH	GOM	Domestic	2976	1,690,969	1,900,000
Era Helicopters LLC	EUROCOPTER	AS350	N215EH	GOM	Domestic	3172	1,737,089	2,000,000
Era Helicopters LLC	EUROCOPTER	AS350	N216EH	GOM	Domestic	3184	1,824,500	2,100,000
Era Helicopters LLC	EUROCOPTER	AS350	N108TA	GOM	Domestic	3080	1,735,941	2,000,000
Era Helicopters LLC	EUROCOPTER	AS350	N178EH	GOM	Domestic	2264	1,517,501	1,700,000
Era Helicopters LLC	EUROCOPTER	AS350	N181EH	GOM	Domestic	2680	1,593,115	1,800,000
Era Helicopters LLC	EUROCOPTER	AS350	N182EH	GOM	Domestic	2681	1,524,177	1,700,000
Era Helicopters LLC	EUROCOPTER	AS350	N183EH	GOM	Domestic	2752	1,591,424	1,800,000
Era Helicopters LLC	EUROCOPTER	AS350	N185EH	GOM	Domestic	2823	1,641,899	1,900,000
Era Helicopters LLC	EUROCOPTER	AS350	N186EH	GOM	Domestic	2844	1,632,701	1,800,000
Era Helicopters LLC	EUROCOPTER	AS350	N187EH	GOM	Domestic	2839	1,651,310	1,900,000
Era Helicopters LLC	EUROCOPTER	AS350	N212EH	GOM	Domestic	3151	1,795,514	2,000,000

SCHEDULE B

HELICOPTER OWNING/OPERATING SUBSIDIARIES AND OTHER SUBSIDIARIES

(as of December 22, 2011)

Era Helicopters LLC	EUROCOPTER	AS350	N214EH	GOM	Domestic	3163	1,783,213	2,000,000
Era Helicopters LLC	EUROCOPTER	AS350	N217EH	GOM	Domestic	3197	1,710,029	1,900,000
Era Helicopters LLC	EUROCOPTER	AS350	N217FD	GOM	Domestic	4221	2,232,222	2,500,000
Era Helicopters LLC	EUROCOPTER	AS350	N328BF	GOM	Domestic	4284	2,266,591	2,500,000
Era Helicopters LLC	EUROCOPTER	AS350	N4061G	GOM	Domestic	3051	1,646,227	1,900,000
Era Helicopters LLC	EUROCOPTER	AS350	N420JA	GOM	Domestic	4212	2,256,652	2,500,000
Era Helicopters LLC	EUROCOPTER	AS350	N603WB	GOM	Domestic	4225	2,214,581	2,500,000
Era Helicopters LLC	EUROCOPTER	AS350	N747WB	GOM	Domestic	2768	1,583,699	1,800,000
Era Helicopters LLC	EUROCOPTER	AS350	N323AH	GOM	Domestic	4649	2,477,421	2,800,000
Era Helicopters LLC	AGUSTA	AW139	N149DH	GOM	Domestic	41004	10,213,014	11,250,000
Era Helicopters LLC	AGUSTA	AW139	N385RH	GOM	Domestic	41013	12,224,775	13,500,000
Era Helicopters LLC	AGUSTA	AW139	N415JH	GOM	Domestic	41224	12,498,356	13,750,000
Era Helicopters LLC	AGUSTA	AW139	N403CB	GOM	Domestic	41206	12,441,281	13,750,000
Era Helicopters LLC	AGUSTA	AW139	N109DR	GOM	Domestic	31311	13,177,593	14,500,000
Era Helicopters LLC	AGUSTA	AW139	N829SN	GOM	Domestic	41244	14,573,455	16,250,000
Era Helicopters LLC	AGUSTA	AW139	N561RV	GOM	Domestic	41263	13,788,015	15,250,000
Era Helicopters LLC	AGUSTA	AW139	N811TA	GOM	Domestic	41269	13,835,273	15,250,000
Era Helicopters LLC	EUROCOPTER	BO105	N290EH	GOM	Domestic	S850	562,592	750,000
Era Helicopters LLC	EUROCOPTER	BO105	N296EH	GOM	Domestic	S849	539,050	750,000

SCHEDULE B

HELICOPTER OWNING/OPERATING SUBSIDIARIES AND OTHER SUBSIDIARIES

(as of December 22, 2011)

Era Helicopters LLC	EUROCOPTER	EC135	N156MC	GOM	Domestic	613	4,718,706	5,250,000
Era Helicopters LLC	EUROCOPTER	EC135	N320TV	GOM	Domestic	467	4,478,646	5,000,000
Era Helicopters LLC	EUROCOPTER	EC135	N357TC	GOM	Domestic	626	4,408,700	5,000,000
Era Helicopters LLC	EUROCOPTER	EC135	N430TM	GOM	Domestic	457	4,226,529	5,000,000
Era Helicopters LLC	EUROCOPTER	EC135	N551BA	GOM	Domestic	188	4,005,543	4,500,000
Era Helicopters LLC	EUROCOPTER	EC135	N605SS	GOM	Domestic	461	4,169,938	5,000,000
Era Helicopters LLC	EUROCOPTER	EC135	N611LS	GOM	Domestic	472	4,316,862	5,000,000
Era Helicopters LLC	EUROCOPTER	EC135	N517JF	GOM	Domestic	777	4,970,535	5,500,000
Era Helicopters LLC	EUROCOPTER	EC135	N812DR	GOM	Domestic	752	4,768,251	5,250,000
Era Helicopters LLC	SIKORSKY	S-76A	N575EH	GOM	Domestic	760366	2,528,092	3,000,000
Era Helicopters LLC	SIKORSKY	S-76A	N577EH	GOM	Domestic	760222	2,177,724	2,500,000
Era Helicopters LLC	SIKORSKY	S-76A	N578EH	GOM	Domestic	760099	2,115,175	2,500,000
Era Helicopters LLC	SIKORSKY	S-76C	N905RD	GOM	Domestic	760610	7,921,040	10,000,000
Era Helicopters LLC	SIKORSKY	S-76C	N547WM	GOM	Domestic	760722	9,495,733	10,500,000
Era Helicopters LLC	SIKORSKY	S-76C	N531BH	GOM	Domestic	760725	9,589,959	10,750,000
Era Helicopters LLC	EUROCOPTER	EC135	N133JG	GOM	Domestic	0915	4,608,000	5,250,000
Era Helicopters LLC	EUROCOPTER	EC135	N602SH	GOM	Domestic	0937	4,608,000	5,250,000
Era Helicopters LLC	EUROCOPTER	EC135	N127JL	GOM	Domestic	0976	4,608,000	5,250,000
Era Helicopters LLC	EUROCOPTER	EC135	N228BJ	GOM	Domestic	0982	4,583,726	5,250,000

SCHEDULE B

HELICOPTER OWNING/OPERATING SUBSIDIARIES AND OTHER SUBSIDIARIES

(as of December 22, 2011)

Era Helicopters LLC	EUROCOPTER	EC135	N89EM	Pennsylvania	Domestic	0049	3,733,543	4,250,000
Era Helicopters LLC	EUROCOPTER	AS350	N166EH	Alaska	Domestic	2194	1,527,038	1,700,000
Era Helicopters LLC	EUROCOPTER	AS350	N161EH	Alaska	Domestic	2144	1,298,242	1,500,000
Era Helicopters LLC	EUROCOPTER	AS350	N188EH	Alaska	Domestic	2954	1,657,391	1,900,000
Era Helicopters LLC	EUROCOPTER	AS350	N190EH	Alaska	Domestic	2974	1,674,925	1,900,000
Era Helicopters LLC	EUROCOPTER	AS350	N191EH	Alaska	Domestic	2505	1,539,661	1,700,000
Era Helicopters LLC	EUROCOPTER	AS350	N192EH	Alaska	Domestic	2582	1,505,954	1,700,000
Era Helicopters LLC	EUROCOPTER	AS350	N193EH	Alaska	Domestic	2599	1,581,664	1,800,000
Era Helicopters LLC	EUROCOPTER	AS350	N194EH	Alaska	Domestic	2608	1,497,912	1,700,000
Era Helicopters LLC	EUROCOPTER	AS350	N195EH	Alaska	Domestic	2615	1,613,892	1,800,000
Era Helicopters LLC	EUROCOPTER	AS350	N725SG	Alaska	Domestic	2856	1,479,562	1,700,000
Era Helicopters LLC	EUROCOPTER	AS350	N159JK	Alaska	Domestic	3253	1,824,643	2,100,000
Era Helicopters LLC	AGUSTA	AW139	N307JN	Alaska	Domestic	31071	10,140,219	11,250,000
Era Helicopters LLC	BELL	BH212	N357EH	Alaska	Domestic	31209	2,321,722	2,750,000
Era Helicopters LLC	BELL	BH212	N358EH	Alaska	Domestic	31211	2,428,339	2,750,000
Era Helicopters LLC	BELL	BH212	N359EH	Alaska	Domestic	31212	2,555,964	3,000,000
Era Helicopters LLC	BELL	BH212	N508EH	Alaska	Domestic	30908	2,189,243	2,500,000
Era Helicopters LLC	BELL	BH212	N509EH	Alaska	Domestic	30925	2,193,020	2,500,000
Era Helicopters LLC	BELL	BH212	N523EH	Alaska	Domestic	31214	2,590,969	3,000,000

SCHEDULE B

HELICOPTER OWNING/OPERATING SUBSIDIARIES AND OTHER SUBSIDIARIES

(as of December 22, 2011)

Era Helicopters LLC	BELL	BH212	N510EH	Alaska	Domestic	31113	2,163,068	2,500,000
Era Helicopters LLC	BELL	BH412	N168EH	Alaska	Domestic	33058	1,771,028	2,500,000
Era Helicopters LLC	EUROCOPTER	BO105	N291EH	Alaska	Domestic	S842	490,226	750,000
Era Helicopters LLC	EUROCOPTER	BO105	N294EH	Alaska	Domestic	S846	661,920	750,000
Era Helicopters LLC	SIKORSKY	S-76	N573EH	Ohio	Domestic	760373	2,394,893	3,500,000
Era Helicopters LLC	AGUSTA	AW139	N482LA	Pennsylvania	Domestic	41272	13,057,980	14,500,000
Era Helicopters LLC	AGUSTA	AW139	N804CB	Pennsylvania	Domestic	41277	13,760,382	15,250,000
Era MED LLC	EUROCOPTER	BK117	N116MB	Pennsylvania	Domestic	7095	2,103,107	2,500,000
Era MED LLC	EUROCOPTER	BK117	N135CP	Pennsylvania	Domestic	7014	1,950,341	2,250,000
Era MED LLC	EUROCOPTER	BK117	N532KH	Pennsylvania	Domestic	7069	2,154,198	2,500,000
Era MED LLC	SIKORSKY	S-76	N574EH	Ohio	Domestic	760369	2,547,111	3,500,000
Era Leasing LLC	SIKORSKY	S-76C	N928DZ	GOM	Domestic	760609	7,309,144	10,000,000
Era Leasing LLC	AGUSTA	AW139	N813DG	Alaska	Domestic	31032	10,520,431	11,750,000
Era Leasing LLC	SIKORSKY	S-76A	N911LV	Ohio	Domestic	760281	2,352,440	2,700,000
				Grand Total			405,433,393	467,450,000

SCHEDULE C

EXISTING LIENS

SECURED OBLIGATIONS	COLLATERAL
U.S. Bancorp Equipment Finance, Inc. Promissory Note dated November 24, 2010, in the amount of $11,694,656	One (1) AgustaS.p.A. model AW139 helicopter bearing manufacturer’s serial number 31309 and U.S. Registration Number N603PW and two Pratt & Whitney Canada model PT6C-67C aircraft engines bearing manufacturer’s serial numbers PCE-KB0718 and PCE-KB0712, including but not limited to (i) all avionics, accessories, improvements, components, instruments, furnishings, substitutions, additions, replacements, parts, tools and equipment now or hereafter affixed to or used in connection with such airframe, engines and/or propellers, together with all products and proceeds thereof, including but not limited to all leased and/or chartered income and all insurance recoveries and (ii) all warranty, and/or service rights relating to such airframe, engines, and/or propellers, and any claims thereunder.
U.S. Bancorp Equipment Finance, Inc. Promissory Note dated December 23, 2010, in the amount of $27,000,000	One (1) Eurocopter model EC225 LP helicopter bearing manufacturer’s serial number 2777 and U.S. Registration Number N109RR and two Turbomeca S.A. model Makila 2A1helicopter engines bearing manufacturer’s serial numbers 13070 and 13071, including but not limited to (i) all avionics, accessories, improvements, components, instruments, furnishings, substitutions, additions, replacements, parts, tools and equipment now or hereafter affixed to or used in connection with such airframe, engines and/or propellers, together with all products and proceeds thereof, including but not limited to all leased and/or chartered income and all insurance recoveries and (ii) all warranty, and/or service rights relating to such airframe, engines, and/or propellers, and any claims thereunder.

SCHEDULE D

EXISTING INDEBTEDNESS

SECURED DEBT	Amount as of December 22, 2011
Principal loan balance- N109RR Principal loan balance- N603PW	$ $	25,380,000 10,258,504
Total Secured Debt	$	35,638,504

UNSECURED DEBT	Amount as of December 22, 2011
Eurocopter BK117 7059 N236KH;BK117 7124 N378LF;BK117 7178 N7062J;BK117 7223 N911CH;EC135 0051 N891T;EC135 0052 N892T - Canal Air LLC Aircraft Leases		8,862,708
Hangar 1 & Parking - Anchorage 31506		1,509,922
LCH - Land Lease Hangar		804,644
Sikorsky S76 N911GH - Canal Air Aircraft Lease		450,275
Venice - Base Rental		417,049
LCH- Transport Center-Ops Facility Lease		357,808
Fourchon - Land Lease		336,063
Cameron - Base Rental		138,600
Hangar 4 & A/C Parking - Anchorage - 03722		127,211
LCH - Land Lease Parking		120,341
Galveston Facility - 8716 Bonanza		97,600
Galveston Facility - 8712 Bonanza		64,725
LCH - LC Admin 3 Facility Lease		40,000
Coatesville Land Lease		38,253
LCH - Training Facility Lease		36,000
Copy Machines (HR, Purchasing, QA)		30,684
Eurocopter AS350B2 SN 3110 * CFS Aircraft Lease		28,744
Eurocopter AS350B2 SN 3103 * CFS Aircraft Lease		28,724
Eurocopter AS350B2 SN 2924 * CFS Aircraft Lease		28,565
Sikorsky S76 760153 N886AH- Canal Air LLC Aircraft Lease		24,500
Copy Machines (Accounting)		24,100
Cameron - Base Rental - Additional land		24,000
LCH - Land Lease Training		22,870
Lake Jackson Apartments		17,802
LCH - Hess Bldg - Acctg		12,600
Mobile, AL Apartments		10,500
Houma Land Lease		10,420
Houma Apartments #511		10,000
Houma Apartments #724		10,000
LCH Apartments #314		9,800
LCH Apartments #813		9,720

LCH Apartments #1501		9,680
LCH Apartments #810		9,640
LCH Apartments #815		9,640
LCH Apartments #1502		9,600
LCH Apartments #305		9,560
LCH Apartments #801		9,504
LCH Apartments #803		9,504
LCH Apartments #805		9,504
LCH Apartments #807		9,504
LCH Apartments #304		9,480
Houma Apartments #213		9,275
Houma Apartments #211		9,205
Houma Apartments #231		9,205
Houma Apartments #426		9,205
Houma Apartments #633		9,205
Houma Apartments #636		9,205
Houma Apartments #226		9,100
Houma Apartments #722		8,750
Houma Apartments #721		8,750
LCH Apartments #704		8,224
LCH Apartments #1112		7,455
Brazoria Office/Hangar Rental		7,200
LCH Apartments #804		7,200
Land Lease - 27,000 parking - 031642 Alaska		6,630
Galveston Apartments		6,406
LCH Apartments #1215		6,390
LCH Apartments #1103		6,120
Valdez - Lot 1, 2 - Alaska		4,263
Houma Land Lease		4,007
04672/70794 - Deadhorse, Alaska		2,565
Houma Apartments #1021		2,500
Houma Apartments #1023		2,500
Houma Apartments #1024		2,500
New Orleans Apartments		1,894
LCH Apartments #816		1,198
04672/70794 - Deadhorse, Alaska		1,028
LCH Trailer #72		330
LCH Trailer #105		330
LCH Trailer #88		330
Total Unsecured Debt	$	13,960,814

SCHEDULE E

REQUIRED INSURANCE.

The Borrower shall ensure that each Mortgaged Helicopter is insured in accordance with the following insurance provisions:

(a) The policies of insurance for each Mortgaged Helicopter shall contain the following coverages:

(1) comprehensive aviation legal liability insurance in respect of each Mortgaged Helicopter against public liability risks (including contractual liability, bodily injury and property damage coverage inclusive of liability to third parties), including war and related perils (or comparable coverage provided by a government), in all cases with respect to or arising out of the servicing, maintenance, use, operation, ownership or leasing of the Mortgaged Helicopter, and, when the Mortgaged Helicopter is not in service, in accordance with a standard “ground” policy offered in the Lloyd’s London insurance market (or a comparable policy offered in the U.S. or western European aviation insurance market or other aviation insurance market acceptable to the Majority Lenders). All such insurance shall be in amounts that are not less than the amounts set forth opposite the Mortgaged Helicopter of the same make and model on Annex I to this Schedule, and carried with insurers or re-insurers of recognized reputation and responsibility in the aircraft insurance industry.

(2) comprehensive all-risk aircraft hull ground and flight insurance (i) with respect to any Mortgaged Helicopter, from time to time, on an agreed value basis for an amount at least equal to 110% of the agreed Fair Market Value of such Mortgaged Helicopter at the time it first becomes subject to the Lien of the Mortgage in favor of the Administrative Agent (the “Agreed Insured Value”) and (ii) in an amount with respect to any Engine or Part when not installed on the Mortgaged Helicopter at least equal to the Fair Market Value of such Engine or Part.

(3) hull war risks and allied perils insurance on the Mortgaged Helicopter (which shall include, but not be limited to, coverage for hijacking, declared or undeclared war, insurrections, strikes, riots, commotions or labor disturbances, malicious acts or acts of sabotage and unlawful seizure or wrongful exercise of control of the Mortgaged Helicopter in flight by a person on board such Mortgaged Helicopter acting without the consent of the operator of such Mortgaged Helicopter), on an agreed value basis for an amount at least equal to the Agreed Insured Value at such time and covering those perils which are covered by LSW555B; and

(4) liability war risks and allied perils insurance on the Mortgaged Helicopter (which shall include, but not be limited to, coverage for hijacking, declared or undeclared war, insurrections, strikes, riots, commotions or labor disturbances, malicious acts or acts of sabotage and unlawful seizure or wrongful exercise of control of the Mortgaged Helicopter in flight by a person on board such Mortgaged Helicopter acting without the consent of the Lessee) of a scope of coverage at least as comprehensive as AVN 52D or comparable government coverage.

(b) Such insurances shall be subject to an endorsement at least as comprehensive as AVN 67B (with the Administrative Agent being named as loss payee in respect of any hull policy and the Lenders, other Creditors and the Administrative Agent being named as additional insureds in respect of any liability policy).

(c) The Borrower shall cause each of the insurance policies to contain the following additional requirements:

(1) to the extent that the primary insurances have not been placed directly in Lloyds of London, or other internationally recognized aviation insurance markets, 100% of such coverage shall be reinsured in such markets;

(2) each reinsurance policy, if any, shall have, if available on commercially reasonable terms, a market standard “cut-through” endorsement;

(3) shall be payable in Dollars (or, if payable in another currency other than Dollars, shall be reinsured in Dollars in accordance with (1) above), to the account specified by the Agent or to the account of the relevant party entitled thereto; and

(4) shall contain a 50/50 clause in accordance with current market practice as set forth in AVS103.

(d) The Borrower shall provide the following with respect to each insurance policy:

(1) a letter of undertaking from its insurance broker or provisions in the insurance policy, in either case, requiring the insurers or underwriters to promptly notify the loss payees, contract parties or additional insured, as applicable, of any cancellation or material change to any such policy or any failure of the Borrower, the applicable Helicopter Owning Subsidiary, or, if applicable, Eligible Lessee to make any premium payment or installment; and

2

(2) the Borrower, each Helicopter Owning Subsidiary and, if applicable, each Eligible Lessee (by means of Eligible Leases or otherwise) is required to deliver or cause to be delivered to the Administrative Agent from the applicable insurance broker, on or prior to the Drawdown Date for each Mortgaged Helicopter and thereafter at least annually on or prior to each renewal date of such insurance: certificate(s) of insurance, in English, certifying the date and time of commencement and expiry of each insurance policy; specifying the deductible amounts and levels of co-insurance or re-insurance, if any, for each type of loss; providing a full list of underwriting security, each insurer being named with its percentage for each insurance, or, if not available, stating in which market the insurance is placed; and a letter from such broker, if available, confirming that the insurances comply with this Required Insurance, and if the Borrower receives copies of such documents, the Borrower shall deliver copies of such documents to the Administrative Agent to the extent that the Administrative Agent has not received such documents.

Contingent Insurance. With respect to each Mortgaged Helicopter, the Borrower or the relevant Helicopter Owning Subsidiary shall procure:

(a) contingent liability insurance (including coverage that will respond in addition to or excess of the Eligible Lessees’ primary liability insurance, if applicable, it being understood that such coverage does not protect such Lessee) on a per occurrence basis in an amount not less than the amount referenced in Annex I as the Minimum Comprehensive Liability for such Mortgaged Helicopter; and

(b) contingent hull insurance on a per occurrence basis in an amount not less than the Agreed Insured Value for such Mortgaged Helicopter.

All such contingent policies of insurance shall be subject to London Form LSW610A, with endorsements consistent with the endorsements set forth above (to the extent not inconsistent with such London Form).

3

Annex I to Schedule E

Mortgaged
Helicopter Manufacturer Model Serial No. Minimum
Comprehensive
Liability Agreed
Insured
Value

4

SCHEDULE F

Tier 1 Jurisdictions

United Kingdom

Norway

Sweden

Canada

Tier 2 Jurisdictions

Other jurisdictions in which the Cape Town Treaty has been Fully Implemented, except for Brazil and Nigeria

EXHIBIT 1

FORM OF

PROMISSORY NOTE

PROMISSORY NOTE

Dated as of                      , 20    

issued by

ERA GROUP INC.

as Borrower

in favor of

[LENDER]

as Lender

PROMISSORY NOTE

U.S.$[            ]	____________, 20___
	New York, New York

FOR VALUE RECEIVED, the undersigned ERA GROUP INC., a corporation incorporated under the laws of the State of Delaware (hereinafter called the “Borrower”), hereby promises to pay to the order of [LENDER], a [JURISDICTION OF ORGANIZATION AND TYPE OF ENTITY], as lender (the “Lender”), with offices at [ADDRESS], the principal sum of [COMMITMENT] ($[            ]) or, if less, the aggregate unpaid principal amount of the Advances from time to time outstanding made by the Lender to the Borrower pursuant to the senior secured revolving credit facility agreement (the “Credit Agreement”) dated                      , 20__, by and among, (1) the Borrower, (2) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as mandated lead arrangers, (3) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as bookrunners, (4) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent, (5) JPMORGAN CHASE BANK, N.A., as syndication agent, (6) DEUTSCHE BANK SECURITIES INC., SUNTRUST BANK and REGIONS BANK, as co-documentation agents, (7) COMPASS BANK, WHITNEY BANK, GOLDMAN SACHS BANK USA, COMERICA BANK and THE NORTHERN TRUST COMPANY, as managing agents, (8) Wells Fargo, as swing line bank and (9) the banks and financial institutions whose names and addresses are set out in Schedule A thereto (together with any assignee thereof pursuant to Section 11 thereto and the Swing Line Bank, the “Lenders”). The Borrower shall repay all outstanding Advances on the Termination Date. This promissory note may be prepaid on such terms as provided in the Credit Agreement.

Words and expressions used herein and defined in the Credit Agreement shall have the same meanings herein as therein defined.

The Advances shall bear interest for the period(s) of one (1), three (3), six (6), nine (9) or twelve (12) months (or such other period as may be agreed by the Lenders), as selected by the Borrower pursuant to Section 6.2 of the Credit Agreement, at the rate per annum which is equal to the aggregate of, (a) LIBOR plus (b) the Applicable Margin, as provided in Section 6.1 of the Credit Agreement. Any payments under the Credit Agreement or hereunder not paid when due, whether by acceleration or otherwise, shall bear interest thereafter at a rate per annum equal to two hundred (200) basis points over the Applicable Rate then in effect with respect thereto at the time of such default.

All payments of principal and interest hereunder are payable in lawful money of the United States of America to the Administrative Agent at its offices located at WFBLS Charlotte Agency Services, 1525 W WT Harris Blvd, MAC D1109-019 Charlotte, NC 28262 or to such other branch of the Administrative Agent as the Administrative Agent may direct, in immediately available same day funds.

The Administrative Agent may endorse the amount, currency and the date of the making of each Advance and any payment or prepayment thereof on the grid annexed hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information so endorsed; provided, however, that any failure to endorse such information on such grid shall not in any manner affect the obligation of the Borrower to make payment of principal and interest in accordance with the terms of this promissory note.

If this promissory note or any payment required hereunder becomes due and payable on a day which is not a Banking Day the due date thereof shall be extended until the next following Banking Day unless such next following Banking Day falls in the following calendar month, in which case, this promissory note or any payment required hereunder shall be due on the immediately preceding Banking Day. Any interest shall be payable during any such extension at the rate applicable immediately prior thereto.

This promissory note is one of the Notes referred to in, and is entitled to the security and benefits of, the Credit Agreement. Upon the occurrence of any Event of Default under the Credit Agreement, the principal hereof and accrued interest hereon may be declared to be and shall thereupon become, forthwith, due and payable.

Presentment, demand, protest and notice of dishonor of this promissory note or any other notice of any kind are hereby expressly waived.

THE UNDERSIGNED, AND BY ITS ACCEPTANCE HEREOF, THE LENDER, HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO OR ANY BENEFICIARY HEREOF ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS PROMISSORY NOTE.

THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature Page Follows]

IN WITNESS WHEREOF, the Borrower has executed and delivered this Promissory Note on the date and year first above written.

ERA GROUP INC.
By:
	Name:
	Title:

ADVANCES AND PAYMENTS OF PRINCIPAL

Date Amount of
Each Advance Amount of Principal
Paid or Repaid Outstanding
Balance Notation
Made By

EXHIBIT 2

FORM OF

DRAWDOWN NOTICE

DRAWDOWN NOTICE

Dated                      , 20    

from

ERA GROUP INC.

as Borrower

to

WELLS FARGO BANK, NATIONAL ASSOCIATION

as [Administrative Agent / Swing Line Bank]

Drawdown Notice

[Date]

Wells Fargo Bank, National Association

WFBLS Charlotte Agency Services

1525 W WT Harris Blvd

MAC D1109-019

Charlotte, NC 28262

Pursuant to Section [3.5]/[3.6] of the Senior Secured Revolving Credit Facility Agreement dated as of                      , 20     (the “Credit Agreement”) made by and among (1) ERA GROUP INC., a corporation incorporated under the laws of the State of Delaware (hereinafter called the “Borrower”) (2) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as mandated lead arrangers, (3) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as bookrunners, (4) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”), (5) JPMORGAN CHASE BANK, N.A., as syndication agent, (6) DEUTSCHE BANK SECURITIES INC., SUNTRUST BANK and REGIONS BANK, as co-documentation agents, (7) COMPASS BANK, WHITNEY BANK, GOLDMAN SACHS BANK USA, COMERICA BANK and THE NORTHERN TRUST COMPANY, as managing agents (8) Wells Fargo, as swing line bank (the “Swing Line Bank”) and (9) the banks and financial institutions whose names and addresses are set out in Schedule A thereto (together with any assignee thereof pursuant to Section 11 thereto and the Swing Line Bank, the “Lenders”, and each a “Lender”), the undersigned hereby gives the [Administrative Agent]/[Swing Line Bank] notice of a drawdown of a [Revolving Credit]/[Swing Line] Advance. All terms used herein, shall have the meanings given thereto in the Credit Agreement.

Drawdown Date:

Amount:

Purpose:

Initial Interest Period(s):

Specify whether LIBOR Advance or Base Rate Advance:

Disbursement Instructions:

The undersigned hereby represents and warrants that (a) the representations and warranties stated in Section 2 of the Credit Agreement (updated mutatis mutandis) are true and correct on the date hereof and will be true and correct on the Drawdown Date specified above as if made on such date, and (b) no Event of Default has occurred and is continuing or will have occurred and be continuing on the Drawdown Date, and no event has occurred or is continuing which, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

In the event that the [Lenders]/[Swing Line Bank] shall not be obliged under the terms of the Credit Agreement to make the above requested Advance (including, without limitation any such failure resulting from the failure of the Borrower to satisfy a condition precedent set forth in Section 4 of the Credit Agreement)¹, the Borrower shall indemnify and hold fully harmless the [Lenders or any of them]/[Swing Line Bank], against any losses which the [Lenders or any of them]/[Swing Line Bank], may sustain as a result of borrowing or agreeing to borrow funds to meet the requested drawdown and the certificate of the [relevant Lender]/[Swing Line Bank] shall, absent manifest error, be conclusive and binding on the Borrower as to the extent of any such losses.

This Drawdown Notice is effective upon receipt by you and shall be irrevocable.

ERA GROUP INC.
By:
	Name:
	Title:

¹  Insert the following in the initial Drawdown Notice — “or the failure of the Credit Agreement to become effective”

EXHIBIT 3

FORM OF

LETTER OF CREDIT REQUEST

LETTER OF CREDIT REQUEST

Dated                      , 20    

from

ERA GROUP INC.

as Borrower

to

[LETTER OF CREDIT ISSUER]

as Letter of Credit Issuer

LETTER OF CREDIT REQUEST

No. _____¹ Dated: [Date]

[Letter of Credit Issuer]

[Address]

Attn.: _________________

Ladies and Gentlemen:

The undersigned, ERA GROUP INC., refers to the Senior Secured Revolving Credit Facility Agreement, dated                      , 20     (as amended, modified or supplemented from time to time, the “Credit Agreement”, the capitalized terms defined therein being used herein as therein defined), made by and among (1) ERA GROUP INC., a corporation incorporated under the laws of the State of Delaware (hereinafter called the “Borrower”) (2) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as mandated lead arrangers, (3) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as bookrunners, (4) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent, (5) JPMORGAN CHASE BANK, N.A., as syndication agent, (6) DEUTSCHE BANK SECURITIES INC., SUNTRUST BANK and REGIONS BANK , as co-documentation agents, (7) COMPASS BANK, WHITNEY BANK, GOLDMAN SACHS BANK USA, COMERICA BANK and THE NORTHERN TRUST COMPANY, as managing agents, (8) Wells Fargo, as swing line bank (the “Swing Line Bank”) and (9) the banks and financial institutions whose names and addresses are set out in Schedule A thereto (together with any assignee thereof pursuant to Section 11 thereto and the Swing Line Bank, the “Lenders”, and each a “Lender”).

The undersigned hereby requests that the Letter of Credit Issuer issue on behalf and for the account of the undersigned a Letter of Credit on                      , 20     (the “Date of Issuance”) in the aggregate amount of US$            .

The beneficiary of the requested Letter of Credit will be                      and such Letter of Credit will be in support of             ² and will have a stated termination date of                      , 20    .

The undersigned hereby certifies that the following statements are true on the date hereof, and will be on the Date of Issuance:

¹  Letter of Credit Request Number.

²  Insert description of the L/C Supportable Obligations to which this letter of Credit Request relates.

1. the representations and warranties contained in Section 2 of the Credit Agreement are and will be true and correct in all material respects, before and after giving effect to the issuance of the Letter of Credit requested hereby, as though made on the Date of Issuance, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and

2. no Event of Default has occurred and is continuing, or would result after giving effect to the issuance of the Letter of Credit requested hereby.

Copies of all documentation, if any, with respect to the supported transaction are attached hereto.

ERA GROUP INC.
By:
	Name:
	Title:

EXHIBIT 4

FORM OF

COMPLIANCE CERTIFICATE

COMPLIANCE CERTIFICATE

DATED                      , 20    

FROM

ERA GROUP INC.

AS BORROWER

TO

WELLS FARGO BANK, NATIONAL ASSOCIATION

AS ADMINISTRATIVE AGENT

COMPLIANCE CERTIFICATE

CERTIFICATE OF THE CHIEF FINANCIAL OFFICER

OF

ERA GROUP INC.

FOR THE PERIOD ENDED                      (this “Certificate”)

The undersigned, being the chief financial officer of ERA GROUP INC., a corporation incorporated under the laws of the State of Delaware (the “Borrower”), hereby certifies, on behalf of the Borrower, to Wells Fargo Bank, National Association, as administrative agent (together with its successors and assigns, the “Administrative Agent”), in connection with that certain senior secured revolving credit facility agreement, dated as of                      , 20     (as the same may be amended, modified, supplemented and/or restated from time to time the “Credit Agreement”), by and among, inter alia, the Borrower and Administrative Agent as follows:

(i) that I have reviewed the financial statements of the Borrower dated as of [—] and for the [—] period then ended and such statements fairly present the financial condition of the Borrower as of the dates indicated and the results of their operations and cash flows for the periods indicated; and

(ii) that I have reviewed the terms of the Credit Agreement, the Notes and the Security Documents (collectively, the “Transaction Documents”) and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and the condition of the Borrower during the accounting period covered by the financial statements referred to in clause (i) above; and

(iii) such review has not disclosed the existence during or at the end of such accounting period of any condition or event that constitutes an Event of Default concerning the Borrower nor any event which with the giving of notice or lapse of time or both would constitute an Event of Default concerning the Borrower, nor do I have knowledge of the existence of any such condition or event as at the date of this Certificate [EXCEPT, [IF SUCH CONDITION OR EVENT EXISTED OR EXISTS, DESCRIBE THE NATURE AND PERIOD OF EXISTENCE THEREOF AND WHAT ACTION THE BORROWER HAS TAKEN, IS TAKING AND PROPOSES TO TAKE WITH RESPECT THERETO]]; [and]

(iv) the Borrower is in compliance with the covenants contained in Section 10.1 and 10.2 of the Credit Agreement, and in each other Transaction Document to which it is a party, including, without limitation the covenants set forth in Section 10.1(a)(xvi) through (xxi) of the Credit Agreement, and Annex A attached hereto shows the calculations thereof in reasonable detail; [and]

(v) [attached hereto as Annex B is a List of Liens current as of the date hereof;]¹ [and]

(vi) [the Company has [redeemed]/[repurchased]             % of its outstanding [convertible subordinated bonds] [class of [common]/[preferred] capital stock] during the past quarter].

Capitalized terms used herein without definition have the meaning ascribed thereto in the Credit Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of this                      , 20    .

ERA GROUP INC.
By:
	Name:
	Title: Chief Financial Officer

¹  To be included if requested by the Administrative Agent.

ANNEX A

1. Section 10.1(a)(xvi) – Interest Coverage Ratio:

Maintain, on a consolidated basis, commencing with the completion of the fiscal quarter ending March 31, 2012, a ratio of not less than: 3.0 to 1.0 of (a) EBITDA minus dividends and distributions (other than dividends on, or a redemption of, the SEACOR Preferred Shares (if issued) divided by (b) interest expense (including interest attributable to capitalized leases) in accordance with GAAP, during the four (4) fiscal quarters preceding the date on which such ratio is determined, provided, however, that with respect to the first three fiscal quarters in calendar year 2012, for purposes of determining interest expense, interest expense shall be calculated on an annualized pro forma basis as follows: (i) for the fiscal quarter ending March 31, 2012, the actual interest expense for such period multiplied by four, (ii) for the two fiscal quarters ending June 30, 2012, the actual interest expense for such periods multiplied by two, and (iii) for the three full fiscal quarters ending September 30, 2012, the actual interest expense for such periods multiplied by four-thirds.

A. EBITDA minus dividends and distributions (other than dividends on, or a redemption of, the SEACOR Preferred Shares (if issued)

$[—]

TO

B. Interest expense (including interest attributable to capitalized leases), on a consolidated basis, during the preceding four (4) fiscal quarters

$[—]

Minimum requirement per Credit Agreement of not less than: 3.0 to 1.0

Actual = [—]:1.0

2. Section 10.1(a)(xvii) – Funded Debt/EBITDA:

Maintain, on a consolidated basis, a ratio of Funded Debt to EBITDA of not more than 4.0 to 1.0, determined as at the end of each fiscal quarter, provided, however, that upon successful placement of a Qualified Notes Offering, the Borrower shall maintain a ratio of Funded Debt to EBITDA of not more than 5.0 to 1.0, determined as at the end of each fiscal quarter.

A. Funded Debt $[—]

TO

B. EBITDA $[—]

Maximum requirement per Credit Agreement of not more than: [4.0 to 1.0]/[5.0 to 1.0]

Actual = [—]:1.0

3. [Section 10.1(a)(xviii) – Secured Funded Debt/EBITDA:

Upon successful placement of a Qualified Notes Offering, maintain, on a consolidated basis, a ratio of Secured Funded Debt to EBITDA of not more than (i) 3.0 to 1.0 through the fiscal quarter ending December 31, 2012 and (ii) 2.5 to 1.0 thereafter, determined as at the end of each fiscal quarter.

A. Secured Funded Debt $[—]

B. EBITDA $[—]

Maximum requirement per Credit Agreement of not more than: [3.0 to 1.0]/[2.5 to 1.0].

Actual = [—]:1.0]²

4. Section 10.1(a)(xix) – Funded Debt/Fair Market Value of Owned Helicopters

Funded Debt shall not exceed sixty percent (60%) of the aggregate Fair Market Value of all Helicopters.

A. Funded Debt $[—]

B.	Fair Market Value of all Helicopters	$[—]
A expressed as a percentage of B		[—]%

Maximum requirement per Credit Agreement of not more than: 60%

Actual = [—]%

5. Section 10.1(a)(xx) – Fair Market Value of Mortgaged Helicopters /Funded Debt

Procure that the ratio of (A) the sum of (i) the aggregate Fair Market Value of all Mortgaged Helicopters and (ii) the aggregate value of the Borrower’s Accounts Receivable and Inventory (each as determined in accordance with GAAP) to (B) Funded Debt shall at all times equal or exceed one hundred twenty percent (120%);

A. The sum of

(i) Fair Market Value of all Mortgaged Helicopters $[—]

+

(ii) Borrower’s Accounts Receivables and Inventory $[—]

²  Only to be included upon a Qualified Notes Offering.

		Total = $[—]
B.	Funded Debt	$[—]
A expressed as a percentage of B		[—]%
Minimum requirement per Credit Agreement of not less than: 120%
		Actual = [—]%

6. Section 10.1(a)(xxi) – Fair Market Value of United States Registered Helicopters

At least sixty percent (60%) of the aggregate Fair Market Value of all Mortgaged Helicopters comprises Mortgaged Helicopters that are registered in the United States.

A.	Fair Market Value of all Mortgaged Helicopters registered in the United States	$[—]
B.	Fair Market Value of all Mortgaged Helicopters	$[—]
A expressed as a percentage of B		[—]%
Minimum requirement per Credit Agreement of not less than: 60%
		Actual = [—]%

[ANNEX B]

List of Liens

EXHIBIT 5

FORM OF

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

Dated as of                  , 20    

from

[            ]

as Assignor

to

[            ]

as Assignee

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of                                  , 20     between [NAME OF ASSIGNOR], a [bank/corporation] organized under the laws of [JURISDICTION OF INCORPORATION OF ASSIGNOR] (the “Assignor”), and [NAME OF ASSIGNEE], a [bank/corporation] organized under the laws of [JURISDICTION OF INCORPORATION OF ASSIGNEE] (the “Assignee”), supplemental to:

(A) that certain Senior Secured Revolving Credit Facility Agreement, dated as of             , 20     (as amended, restated, modified or supplemented from time to time, together the “Credit Agreement”), made by and among (1) (1) ERA GROUP INC., a corporation incorporated under the laws of the State of Delaware (hereinafter called the “Borrower”) (2) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as mandated lead arrangers, (3) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as bookrunners, (4) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”), (5) JPMORGAN CHASE BANK, N.A., as syndication agent, (the “Syndication Agent”) (6) DEUTSCHE BANK SECURITIES INC., SUNTRUST BANK and REGIONS BANK, as co-documentation agents (the “Co-Documentation Agents, and together with the Administrative Agent and the Syndication Agent, the “Agents”) (7) COMPASS BANK, WHITNEY BANK, GOLDMAN SACHS BANK USA, COMERICA BANK and THE NORTHERN TRUST COMPANY, as managing agents (8) Wells Fargo, as swing line bank (the “Swing Line Bank”) and (9) the banks and financial institutions whose names and addresses are set out in Schedule A thereto (together with any assignee thereof pursuant to Section 11 thereto and the Swing Line Bank, the “Lenders”, and each a “Lender”), pursuant to which the Lenders agreed to make available to the Borrower a revolving credit facility (the “Credit Facility”) in the maximum principal amount which may be outstanding at any time (in Advances and/or Letters of Credit) of Three Hundred Fifty Million Dollars ($350,000,000) (with a request for such amount to be increased up to Four Hundred Fifty Million Dollars ($450,000,000, as provided in the Credit Agreement); provided, however, that at no time may the amount of outstanding Letters of Credit be in excess of Fifty Million Dollars ($50,000,000); and

(B) the promissory note made by the Borrower payable to the order of the Administrative Agent dated                                  , 20     (the “Note”) evidencing the Advances under the Credit Agreement.

Except as otherwise defined herein, terms defined in the Credit Agreement have the same meaning when used herein.

In consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. The Assignor hereby sells, transfers and assigns to the Assignee [            ]% of the Assignor’s right, title and interest in, to and under the: (a) the Credit Agreement, (b) the Note (including, without limitation, its interest in the indebtedness evidenced by the Note) and (c) the Letters of Credit. Simultaneously herewith, the Assignee shall pay to the Assignor an amount equal to the purchase price agreed between them in a separate writing.

2. The Assignee hereby assumes [            ]% of the obligations of the Assignor under the Credit Agreement and shall hereafter be a “Lender” for all purposes of the Credit Agreement and the Note and a “Letter of Credit Participant” for purposes of the Letters of Credit, the Assignee’s Commitment thereunder being $[            ] in respect of the Credit Facility.

3. The [Assignor]/[Assignee] shall pay an administrative fee of Five Thousand Dollars ($5,000) to the Administrative Agent to reimburse the Administrative Agent for its cost in processing the assignment and assumption herein contained.

4. If it is not a U.S. person, the Assignee shall, on or prior to the date hereof and from time to time thereafter when required by applicable provisions of the United States Internal Revenue Code, provide the Borrower with two duly completed copies of Internal Revenue Service Form W- 8BEN or W-8ECI, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that the Assignee is entitled to benefits under an income tax treaty to which the United States is a party that exempts withholding tax on payments under the Credit Agreement and the Notes or certifying that the income receivable pursuant to the Credit Agreement or the Notes is effectively connected with the conduct of a trade or business in the United States.

5. The Assignee irrevocably designates and appoints the Agents as its agent, and irrevocably authorizes the Agents, to take such action on its behalf and to exercise such powers on its behalf under the Credit Agreement and under the Note, each as supplemented hereby, as are delegated to the Agents by the terms of each thereof, together with such powers as are reasonably incidental thereto all as provided in Section 16 of the Credit Agreement.

6. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition or statements of the Borrower, or the validity and enforceability of the obligations of the Borrower in respect of the Credit Agreement or the Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor or the Agents, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower.

7. Every notice or demand under this Agreement shall be in writing and may be given by facsimile or electronic mail and shall be sent (with a copy to the Administrative Agent) as follows:

If to the Assignor:

[NAME OF ASSIGNOR]

[ADDRESS]

Facsimile No.:

Email:

Attention:

If to the Assignee::

[NAME OF ASSIGNEE]

[ADDRESS]

Facsimile No.:

Email:

Attention:

If to the Administrative Agent:

[ADDRESS]

Facsimile No.:

Email:

Attention:

Any notice sent by facsimile or electronic mail shall be confirmed by letter dispatched as soon as possible thereafter. The Assignee designates its address given above as its address for notices pursuant to Section 17.2 of the Credit Agreement.

8. EACH OF THE ASSIGNOR AND THE ASSIGNEE HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

9. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

10. This Agreement may be executed in several counterparts with the same effect as if the parties executing such counterparts executed one agreement as of the date hereof and each counterpart when executed and delivered shall be deemed to be an original and all of such counterparts together shall constitute this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]
By:		By:
	Name:		Name:
	Title:		Title:
By:		By:
	Name:		Name:
	Title:		Title:

Consented and Agreed this
day of             , 20    : ERA GROUP INC., as Borrower
By
	Name:
	Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
By
	Name:
	Title:

By
	Name:
	Title:

EXHIBIT 6

FORM OF GUARANTY

GUARANTY

Dated as of                  , 20    

from

THE GUARANTORS NAMED HEREIN

and

THE ADDITIONAL GUARANTORS REFERRED TO HEREIN

as Guarantors

in favor of

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Administrative Agent

TABLE OF CONTENTS

		Page
Section 1.	Guaranty; Limitation of Liability		1
Section 2.	Guaranty Absolute		2
Section 3.	Waivers and Acknowledgments		4
Section 4.	Subrogation		4
Section 5.	Payments Free and Clear of Taxes, Etc.		5
Section 6.	Representations and Warranties		8
Section 7.	Covenants		8
Section 8.	Amendments, Guaranty Supplements, Etc.		8
Section 9.	Notices, Etc.		9
Section 10.	No Waiver; Remedies		9
Section 11.	Right of Set-off		9
Section 12.	Indemnification		10
Section 13.	Subordination		11
Section 14.	Continuing Guaranty; Assignments Under the Credit Agreement		12
Section 15.	Execution in Counterparts		12
Section 16.	Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.		12
Exhibit A - Guaranty Supplement

GUARANTY

GUARANTY dated as of                  , 20     (this “Guaranty”) made by the Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of Wells Fargo Bank, National Association, as Administrative Agent for the Lenders and the Letter of Credit Issuers (together, the “Lender Parties”).

PRELIMINARY STATEMENT:

ERA Group Inc., a Delaware corporation (the “Borrower”), is party to the Credit Agreement dated as of                  , 20     (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with, inter alia, certain Lender Parties party thereto, and Wells Fargo Bank, National Association, as Administrative Agent for such Lender Parties. Each Guarantor may receive, directly or indirectly, a portion of the proceeds of the Advances under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Advances and the issuance of Letters of Credit by the Lender Parties under the Credit Agreement from time to time that each Guarantor shall have executed and delivered this Guaranty.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lender Parties to make Advances and to issue Letters of Credit under the Credit Agreement from time to time, each Guarantor, jointly and severally with each other Guarantor, hereby agrees as follows:

Section 1. Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees (i) the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of each other Security Party now or hereafter existing under or in respect of the Credit Agreement, Notes and Security Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise, and (ii) the punctual and full performance and compliance by each other Security Party of each and every duty, covenant, agreement and obligation thereof under the Credit Agreement, Notes and Security Documents (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Creditor in enforcing any rights under this Guaranty or under the Credit Agreement, Notes or Security Documents. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Creditor to any Creditor under or in respect of the Credit Agreement, Notes and Security Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Security Party.

(b) Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Creditor, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Creditors and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means any proceeding of the type referred to in Section 9.1(j) of the Credit Agreement or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.

(c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Creditor under this Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Creditors under or in respect of the Credit Agreement, Notes and Security Documents.

Section 2. Guaranty Absolute. Each Guarantor hereby, jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement, Notes and Security Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Creditor with respect thereto. The obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Security Party under or in respect of the Credit Agreement, Notes and Security Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Security Party or whether the Borrower or any other Security Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be joint, several, irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of any of Credit Agreement, Notes and Security Documents or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other Security Party under or in respect of the Credit Agreement, Notes and Security Documents, or any other amendment or waiver of or any consent to departure from the Credit Agreement, Notes or Security Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Security Party or any of its Subsidiaries or otherwise;

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(c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;

(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Security Party under the Credit Agreement, Notes or Security Documents or any other assets of any Security Party or any of its Subsidiaries;

(e) any change, restructuring or termination of the corporate structure or existence of any Security Party or any of its Subsidiaries;

(f) the occurrence and/or continuance of any bankruptcy, insolvency, reorganization, liquidation, arrangement, adjustment of debt, relief of debtors, dissolution, or similar proceeding with respect to the Borrower, any other Security Party, any Creditor, or any other Person, including without limitation any modification of the Borrower’s obligations under Credit Agreement, Notes or Security Documents in connection with any such proceeding;

(g) any failure of any Creditor to disclose to any Security Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Security Party now or hereafter known to such Creditor (each Guarantor waiving any duty on the part of the Creditors to disclose such information);

(h) any defect in the title, condition, compliance with specifications, design, operation, or fitness for use of, or any damage to or loss of, or governmental prohibition or restriction with respect to, or, condemnation, requisition, or seizure of, any Collateral for any reason;

(i) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or

(j) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Creditor that might otherwise constitute a defense available to, or a discharge of, any Security Party or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Creditor or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Security Party or otherwise, all as though such payment had not been made.

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Section 3. Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Creditor protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Security Party or any other Person or any Collateral.

(b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

(c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Creditor that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Security Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of such Guarantor hereunder.

(d) Each Guarantor acknowledges that the Administrative Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Administrative Agent and the other Creditors against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law.

(e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Creditor to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Security Party or any of its Subsidiaries now or hereafter known by such Creditor.

(f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement, Notes and Security Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Section 4. Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Security Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this Guaranty, the Credit Agreement, the Notes or the Security Documents, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right

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to participate in any claim or remedy of any Creditor against the Borrower, any other Security Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Security Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Letters of Credit shall have expired or been terminated and have not been renewed, all amounts drawn under all Letters of Credit shall have been paid in full in cash and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the Termination Date and (c) the latest date of expiration or termination of all Letters of Credit and the payment in full in cash of all amounts drawn under all Letters of Credit such amount shall be received and held in trust for the benefit of the Creditors, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Agreement, Notes and Security Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Creditor of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the Termination Date shall have occurred and (iv) all Letters of Credit shall have expired or been terminated and not been renewed and all amounts drawn under all Letters of Creditor shall have been paid in full in cash, the Creditors will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Section 5. Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by any Guarantor under or in respect of this Guaranty, the Credit Agreement, the Notes or the Security Documents shall be made, in accordance with the Credit Agreement, free and clear of and without deduction for any and all present or future Taxes. If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable under or in respect of this Guaranty, the Credit Agreement, the Notes or the Security Documents to any Creditor, (i) the sum payable by such Guarantor shall be increased as may be necessary so that after such Guarantor and the Administrative Agent have made all required deductions (including deductions applicable to additional sums payable under this Section 5), such Creditor receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make all such deductions and (iii) such Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

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(b) In addition, each Guarantor agrees to pay any present or future Taxes that arise from any payment made by or on behalf of such Guarantor under or in respect of this Guaranty, the Credit Agreement, the Notes or the Security Documents or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Guaranty, the Credit Agreement, the Notes and the Security Documents.

(c) Each Guarantor will indemnify each Creditor for and hold it harmless against the full amount of Taxes, and for the full amount of taxes of any kind imposed by any jurisdiction on amounts payable under this Section 5, imposed on or paid by such Creditor and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Creditor makes written demand therefor.

(d) Within 30 days after the date of any payment of Taxes by or on behalf of any Guarantor, such Guarantor shall furnish to the Administrative Agent, at its address referred to in Section 9, the original or a certified copy of a receipt evidencing such payment or, if no such receipt is reasonably available, other evidence of payment thereof. In the case of any payment hereunder by or on behalf of any Guarantor through an account or branch outside the United States or by or on behalf of such Guarantor by a payor that is not a United States person, if such Guarantor determines that no Taxes are payable in respect thereof, such Guarantor shall furnish, or shall cause such payor to furnish, to the Administrative Agent, at such address, an opinion of counsel acceptable to the Administrative Agent stating that such payment is exempt from Taxes. For purposes of subsections (d) and (e) of this Section 5, the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Internal Revenue Code.

(e) Upon the reasonable request in writing of any Guarantor, each Creditor organized under the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and delivery of the Credit Agreement in the case of each initial Lender or initial Letter of Credit Issuer, as the case may be, and on or prior to the date of the Assignment and Assumption Agreement or other agreement pursuant to which it becomes a Creditor in the case of each other Creditor, and from time to time thereafter upon the reasonable request in writing by any Guarantor (but only so long thereafter as such Creditor remains lawfully able to do so), provide each of the Administrative Agent and such Guarantor with two original Internal Revenue Service forms W-8ECI or W-8BEN, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that such Creditor is exempt from or entitled to a reduced rate of United States withholding tax on payments under the Credit Agreement or the Notes. If the forms provided by a Creditor at the time such Creditor first becomes a party to the Credit Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Creditor provides the appropriate form certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided, however, that if, in the case of a Creditor becoming a party to the Credit Agreement, at the date of the Assignment and Assumption Agreement pursuant to which a Creditor becomes a party to the Credit Agreement, the Creditor assignor was entitled to payments under subsection (a) of this Section 5 in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in

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Taxes) United States withholding tax, if any, applicable with respect to the Creditor assignee on such date. If any form or document referred to in this subsection (e) and requested by any Guarantor pursuant to this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service form W-8ECI or W-8BEN, that the applicable Creditor reasonably considers to be confidential, such Creditor shall give notice thereof to the applicable Guarantor and shall not be obligated to include in such form or document such confidential information. Upon the reasonable request in writing of any Guarantor, each Creditor that is a United States person and is not an exempt recipient for U.S. backup withholding purposes shall deliver to such Guarantor two copies of Internal Revenue Service form W-9 (or any successor form).

(f) For any period with respect to which a Creditor has failed to provide any Guarantor following such Guarantor’s request therefor pursuant to subsection (e) above with the appropriate form described in subsection (e) above (other than if such failure is due to a change in law occurring after the date on which a form originally was required to be provided or if such form otherwise is not required under subsection (e) above), such Creditor shall not be entitled to indemnification under subsection (a) or (c) of this Section 5 with respect to Taxes imposed by the United States by reason of such failure; provided, however, that should a Creditor become subject to Taxes because of its failure to deliver a form required hereunder, such Guarantor shall take such steps as such Creditor shall reasonably request to assist such Creditor to recover such Taxes.

(g) Any Creditor claiming any additional amounts payable pursuant to this Section 5 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its lending office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Creditor, be otherwise disadvantageous to such Creditor.

(h) If for the purpose of obtaining or enforcing a judgment in any court in any country, it becomes necessary to convert into any other currency (the “Judgment Currency”) an amount due in Dollars under this Guaranty then the conversion shall be made, in the discretion of the Administrative Agent, at the rate of exchange prevailing either on the date of default or on the day before the day on which the judgment is given or the order for enforcement is made, as the case may be (the “Conversion Date”) provided that the Administrative Agent shall not be entitled to recover under this clause any amount in the Judgment Currency which exceeds at the Conversion Date the amount in Dollars due under this Guaranty.

(i) If there is a change in the rate of exchange prevailing between the Conversion Date and the date of actual payment of the amount due, the Guarantor shall pay such additional amounts (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the judgment currency when converted at the rate of exchange prevailing on the date of payment will produce the amount then due under this Guaranty in Dollars; any excess over the amount due received or collected by the Administrative Agent shall be remitted to the Guarantor.

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(j) Any amount due from the Guarantor under this Section 5 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty, the Credit Agreement, Notes or Security Documents; provided, however, that nothing herein shall be construed so as to permit the Administrative Agent to recover amounts from the Guarantor previously paid by any other party other than as provided herein.

(k) The term “rate of exchange” in this Section means the rate at which the Administrative Agent in accordance with its normal practices is able on the relevant date to purchase Dollars with the judgment currency and includes any costs of exchange (including any premium) payable in connection with such purchase.

Section 6. Representations and Warranties. Each Guarantor hereby makes each representation and warranty made in the Credit Agreement, the Notes and the Security Documents by the Borrower with respect to such Guarantor and each Guarantor hereby further represents and warrants as follows:

(a) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.

(b) Such Guarantor has, independently and without reliance upon any Creditor and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty and each other Security Document to which it is or is to be a party, and such Guarantor has established adequate means of obtaining from each other Security Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Security Party.

(c) All representations, covenants and warranties made herein or in connection herewith shall survive the making of the Credit Facility and the issuance of the Notes.

Section 7. Covenants. Each Guarantor covenants and agrees that, so long as any part of the Guaranteed Obligations shall remain unpaid, any Letter of Credit shall be outstanding, any amounts drawn under any Letter of Credit shall remain unpaid or any Lender Party shall have any Commitment in effect, such Guarantor will, unless the Majority Lenders shall otherwise consent in writing, perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Credit Agreement, Notes and Security Documents on its or their part to be performed or observed or that the Borrower has agreed to cause such Guarantor or such Subsidiaries to perform or observe.

Section 8. Amendments, Guaranty Supplements, Etc. (a) No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the

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Creditors affected by such amendment, waiver or consent, do any of the following: (a) reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor’s liability with respect to the obligations owing to the Creditors under or in respect of the Credit Agreement, Notes and Security Documents, (b) postpone any date fixed for payment hereunder or (c) change the number of Creditors or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Stated Amount of outstanding Letters of Credit that, in each case, shall be required for the Creditors or any of them to take any action hereunder.

(b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in the Credit Agreement, Notes and Security Documents to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in the Credit Agreement, Notes and Security Documents to the “Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Section 9. Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including facsimile or electronic mail) and mailed, sent by facsimile, electronically mailed or delivered to it, if to any Guarantor, addressed to it in care of the Borrower at the Borrower’s address specified in Section 17.2 of the Credit Agreement, if to any Agent or any Lender Party, at its address specified in Section 17.2 of the Credit Agreement, or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. All such notices and other communications shall, when mailed, sent by facsimile or electronically mailed, be effective when deposited in the mails, or transmitted by facsimile or electronic mail, respectively. Delivery by facsimile or electronic mail of an executed counterpart of a signature page to any amendment or waiver of any provision of this Guaranty or of any Guaranty Supplement to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof.

Section 10. No Waiver; Remedies. No failure on the part of any Creditor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11. Right of Set-off. Each Creditor and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Creditor or such Affiliate to or for the credit or the account of any Guarantor against any and all of the obligations of such Guarantor now or hereafter existing under the Credit Agreement, Notes and Security Documents,

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irrespective of whether such Creditor shall have made any demand under this Guaranty, the Credit Agreement, Notes or Security Documents and although such obligations may be unmatured. Each Creditor agrees promptly to notify such Guarantor after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Creditor and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Creditors and their respective Affiliates may have.

Section 12. Indemnification. (a) Each of the Guarantors hereby agree to indemnify and hold harmless the Creditors and each of their respective Affiliates, directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, an “Indemnified Party”) from and against any and all actions, suits, losses, claims, damages, liabilities and expenses of any kind or nature, joint or several, to which such Indemnified Party may become subject or that may be incurred or asserted or awarded against such Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) any matters contemplated by this Guaranty, the Credit Facility or any related transaction (including, without limitation, the execution and delivery of this Guaranty) or (ii) the use or the contemplated use of the proceeds of the Credit Facility, and will reimburse each Indemnified Party for all out-of-pocket expenses (including reasonable attorneys’ fees, expenses and charges) on demand as they are incurred in connection with any of the foregoing; provided that no Indemnified Party will have any right to indemnification for any of the foregoing to the extent resulting from such Indemnified Party’s own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any of the Guarantors, any of their holders of Equity Interests or creditors of an Indemnified Party, whether or not an Indemnified Party is otherwise a party hereto and whether or not the transactions contemplated hereby are consummated. Subject to the express provision hereof, each of the Guarantors also agrees that no Indemnified Party will have any liability (whether direct or indirect, in contract or tort, or otherwise) to themselves or their Affiliates or to their respective holders of Equity Interests or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s own gross negligence or willful misconduct. Neither any Guarantor nor any Indemnified Party will be liable to the other, or to their Affiliates or any other person for any indirect, consequential or punitive damages that may be alleged as a result of this Guaranty or any element of the Credit Facility. No Indemnified Party will be liable to the Guarantors, their Affiliates or any other person for any damages arising from the use by third parties of informational materials or other materials obtained by electronic means unless such third party shall have obtained such informational materials as a result of the gross negligence or willful misconduct of an Indemnified Party. Neither any Guarantor nor any Indemnified Party shall, without the prior written consent of each other party affected thereby (which consent will not be unreasonably withheld), settle any threatened or pending claim or action that would give rise to the right of any

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Indemnified Party to claim indemnification hereunder unless such settlement (a) includes a full and unconditional release of all liabilities arising out of such claim or action and (b) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any party.

(b) Without prejudice to the survival of any of the other agreements of any Guarantor under this Guaranty or the Credit Agreement, Notes and Security Documents, the agreements and obligations of each Guarantor contained in Section 1(a) (with respect to enforcement expenses), the last sentence of Section 2, Section 5 and this Section 12 shall survive the payment in full of the Guaranteed Obligations and all of the other amounts payable under this Guaranty.

Section 13. Subordination. Each Guarantor hereby subordinates any and all debts, liabilities and other Obligations owed to such Guarantor by each other Security Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 13:

(a) Prohibited Payments, Etc. Except during the continuance of an Event of Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Security Party), each Guarantor may receive payments from any other Security Party on account of the Subordinated Obligations. After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Security Party), however, unless the Administrative Agent otherwise agrees, no Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

(b) Prior Payment of Guaranteed Obligations. In any proceeding under any Bankruptcy Law relating to any other Security Party, each Guarantor agrees that the Creditors shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.

(c) Turn-Over. After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Security Party), each Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Creditors and deliver such payments to the Administrative Agent on account of the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Guaranty.

(d) Administrative Agent Authorization. After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Security Party), the Administrative Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in

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the name of each Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post Petition Interest), and (ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Administrative Agent for application to the Guaranteed Obligations (including any and all Post Petition Interest).

Section 14. Continuing Guaranty; Assignments Under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the Termination Date and (iii) the latest date of expiration or termination of all Letters of Credit and the payment in full in cash of all amounts drawn under all Letters of Credit, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Creditors and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Creditor may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Creditor herein or otherwise, in each case as and to the extent provided in Section 11 of the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Creditors.

Section 15. Execution in Counterparts. This Guaranty and each amendment, waiver and consent with respect hereto may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile or electronic mail shall be effective as delivery of an original executed counterpart of this Guaranty.

Section 16. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) Each Guarantor hereby irrevocably submits to the jurisdiction of the courts of the State of New York and of the United States District Court for the Southern District of New York in any action or proceeding brought against it by the Agents and the Lender Parties under this Guaranty or under any document delivered hereunder and each Guarantor hereby irrevocably appoints Farkouh, Furman & Faccio, LLP, 460 Park Avenue, 12^th Floor, New York, NY 10022 (Attention: Fred Farkouh), its attorney-in-fact and agent for service of summons or other legal process thereon, which service may be made by serving a copy of any summons or other legal process in any such action or proceeding on such agent and such agent is hereby authorized and directed to accept by and on behalf of each Guarantor service of summons and other legal process of any such action or proceeding against any Guarantor. The service, as herein provided, of such summons or other legal process in any such action or proceeding shall be deemed

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personal service and accepted by each Guarantor as such, and shall be legal and binding upon each Guarantor for all the purposes of any such action or proceeding. Final judgment (a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness of any Guarantor to any Agent or Lender Party) against such Guarantor in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment. Each Guarantor will advise the Administrative Agent promptly of any change of address of the foregoing agent or of the substitution of another agent therefor. In the event that the foregoing agent or any other agent appointed by any Guarantor shall not be conveniently available for such service or if any Guarantor fails to maintain an agent as provided herein, such Guarantor hereby irrevocably appoints the person who then is the Secretary of State of the State of New York as such attorney-in-fact and agent. Each Guarantor will advise the foregoing agent of the appointment made hereby, but failure to so advise shall not affect the appointment made hereby. Notwithstanding anything herein to the contrary, the Agents and the Lender Parties may bring any legal action or proceeding in any other appropriate jurisdiction.

(c) IT IS MUTUALLY AGREED BY AND AMONG THE GUARANTORS, THE AGENTS AND THE LENDER PARTIES THAT EACH OF THEM HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY.

[Signature Page Follows]

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IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

ERA HELICOPTERS, LLC
By:
	Name:
	Title:

ERA LEASING LLC
By:
	Name:
	Title:

ERA MED LLC
By:
	Name:
	Title:

ERA AEROLEO LLC
By:
	Name:
	Title:

AEROLEO INTERNACIONAL, LLC
By:
	Name:
	Title:

ERA CANADA LLC
By:
	Name:
	Title:

ERA DHS LLC
By:
	Name:
	Title:

ERA FBO LLC
By:
	Name:
	Title:

ERA FLIGHTSEEING LLC
By:
	Name:
	Title:

ERA HELICOPTERS (MEXICO) LLC
By:
	Name:
	Title:

ERA HELICOPTER SERVICES LLC
By:
	Name:
	Title:

15

Exhibit A

To the GUARANTY

FORM OF GUARANTY SUPPLEMENT

                 ,             

Wells Fargo Bank, National Association,

as Administrative Agent

1000 Louisiana Street, 9^th Floor

Houston, TX 77002

Attention: [                    ]

Credit Agreement dated as of                  , 20     among

ERA Group Inc., a Delaware corporation (the “Borrower”),

the Creditors party to the Credit Agreement and

Wells Fargo Bank, National Association, as Administrative Agent

Ladies and Gentlemen:

Reference is made to the above-captioned Credit Agreement and to the Guaranty referred to therein (such Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Guaranty Supplement, being the “Guaranty”). The capitalized terms defined in the Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Section 1. Guaranty; Limitation of Liability. (a) The undersigned hereby absolutely, unconditionally and irrevocably guarantees (i) the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of each other Security Party now or hereafter existing under or in respect of the Credit Agreement, Notes and Security Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses or otherwise, and (ii) the punctual and full performance and compliance by each other Security Party of each and every duty, covenant, agreement and obligation thereof under the Credit Agreement, Notes and Security Documents (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Creditor in enforcing any rights under this Guaranty Supplement, the Guaranty, the Credit Agreement, the Notes or the Security Documents. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed

by any other Security Party to any Creditor under or in respect of the Credit Agreement, Notes and Security Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Security Party.

(b) The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative Agent and each other Creditor, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Guaranty and the obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Guaranty and the obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Administrative Agent, the other Creditors and the undersigned hereby irrevocably agree that the obligations of the undersigned under this Guaranty Supplement and the Guaranty at any time shall be limited to the maximum amount as will result in the obligations of the undersigned under this Guaranty Supplement and the Guaranty not constituting a fraudulent transfer or conveyance.

(c) The undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Creditor under this Guaranty Supplement, the Guaranty or any other guaranty, the undersigned will contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Creditors under or in respect of the Credit Agreement, Notes and Security Documents.

Section 2. Obligations Under the Guaranty. The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Guaranty to an “Additional Guarantor” or a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in Credit Agreement, Notes and Security Documents to a “Guarantor” or a “Security Party” shall also mean and be a reference to the undersigned.

Section 3. Representations and Warranties. The undersigned hereby makes each representation and warranty set forth in Section 6 of the Guaranty to the same extent as each other Guarantor.

Section 4. Delivery by Facsimile or Electronic Mail. Delivery of an executed counterpart of a signature page to this Guaranty Supplement by facsimile or electronic mail shall be effective as delivery of an original executed counterpart of this Guaranty Supplement.

Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty, the Credit Agreement, the Notes or the Security Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement, the Guaranty, the Credit Agreement, the Notes or the Security Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty, the Credit Agreement, the Notes or the Security Documents to which it is or is to be a party in the courts of any other jurisdiction.

(c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty, the Credit Agreement, the Notes or the Security Documents to which it is or is to be a party in any New York State or federal court. The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court.

(d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered mail or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address set forth in the Credit Agreement or at such other address of which the Administrative Agent shall have been notified pursuant thereto.

(e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

(f) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE CREDIT AGREEMENT, THE NOTES OR THE SECURITY DOCUMENTS, THE ADVANCES OR THE ACTIONS OF ANY CREDITOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

[Signature Page Follows]

Very truly yours, [NAME OF ADDITIONAL GUARANTOR]
By
	Name:
	Title:

EXHIBIT 7

FORM OF PLEDGE AGREEMENT

PLEDGE AGREEMENT

DATED                  , 20         

FROM

ERA GROUP INC. and ERA AEROLEO LLC

AS PLEDGORS

TO

WELLS FARGO BANK, NATIONAL ASSOCIATION

AS PLEDGEE

TABLE OF CONTENTS

		Page
SECTION 1.	Pledge		2
SECTION 2.	Security for Obligations		2
SECTION 3.	Delivery of Pledged Collateral		2
SECTION 4.	Representations and Warranties; Covenant		2
SECTION 5.	Further Assurances		4
SECTION 6.	Voting Rights; Distributions, etc. Respecting Companies		4
SECTION 7.	Transfers and Other Liens; Additional Membership Interests		5
SECTION 8.	Pledgee May Perform; Reasonable Care		5
SECTION 9.	Remedies		5
SECTION 10.	Expenses		6
SECTION 11.	Security Interest Absolute		6
SECTION 12.	Amendments, Etc.; Pledge Supplements		6
SECTION 13.	Addresses for Notices		6
SECTION 14.	Continuing Security Interest		7
SECTION 15.	Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.		7
SECTION 16.	Counterparts		8
SECTION 17.	Severability		8
SECTION 18.	Entire Agreement		8

-i-

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT, dated as of                  , 20     (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), is made by ERA GROUP INC., a Delaware corporation (the “Borrower”), and ERA AEROLEO LLC, a Delaware limited liability company (the “Pledgors” and each a “Pledgor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (together with its successors and assigns, the “Pledgee”). Terms used herein and not otherwise defined herein are used as defined in the Credit Agreement (as defined below).

PRELIMINARY STATEMENTS:

(1) The Pledgors are the registered owners of one hundred percent (100%) of the membership interests of each of the companies indicated opposite their names on Schedule III hereto (the “Companies” and individually, a “Company”). Each applicable Company has such authorized, issued and outstanding membership interests as is set forth on Schedule III hereto. The membership interests in each of the applicable Companies are collectively called the “Membership Interests” herein.

(2) Pursuant to the senior secured revolving credit facility agreement dated as of                  , 20     (the “Credit Agreement”) made by and among (1) the Borrower, as borrower, (2) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as mandated lead arrangers, (3) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as bookrunners, (4) the Pledgee, as administrative agent, (5) JPMORGAN CHASE BANK, N.A., as syndication agent, (6) DEUTSCHE BANK SECURITIES INC., SUNTRUST BANK and REGIONS BANK, as co-documentation agents, (7) COMPASS BANK, WHITNEY BANK, GOLDMAN SACHS BANK USA, COMERICA BANK and THE NORTHERN TRUST COMPANY, as managing agents, (8) Wells Fargo Bank, National Association, as swing line bank (the “Swing Line Bank”) and (9) the banks and financial institutions whose names and addresses are set out in Schedule A thereto (together with any assignee thereof pursuant to Section 11 thereto and the Swing Line Bank, the “Lenders”, and each a “Lender”), the Lenders have agreed to make available to the Borrower a revolving credit facility in the amount of Three Hundred Fifty Million United States Dollars (US$350,000,000), subject to the terms and conditions set forth therein.

(3) It is a condition under the Credit Agreement to the Lenders providing the Credit Facility that each of the Pledgors pledges to the Pledgee all of its respective Membership Interests in each applicable Company.

(4) The Pledgors in order to secure the Security Parties’ obligations under the Credit Agreement has duly authorized the execution and delivery of this Pledge Agreement.

NOW, THEREFORE, to secure the prompt payment and performance of the obligations under the Credit Agreement and the performance and observance of all agreements, covenants and provisions contained herein, the Pledgors, jointly and severally, hereby agree as follows:

SECTION 1. Pledge. The Pledgors hereby pledge to the Pledgee, and grant to the Pledgee a security interest in, the following (the “Pledged Collateral”):

(a) (i) the Membership Interests and any certificates representing such Membership Interests, and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Membership Interests;

(ii) all additional Membership Interests that may from time to time be acquired by either Pledgor in any manner, and any certificates representing such additional Membership Interests, and all cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional Membership Interests; and

(iii) any proceeds of any of the foregoing.

Promptly upon receipt of any additional Membership Interests referred to in paragraph (a)(ii) above, the applicable Pledgor will deliver such Membership Interests to the Pledgee in pledge hereunder.

SECTION 2. Security for Obligations. This Pledge Agreement secures the payment and performance of the Security Parties’ obligations pursuant to the terms of the Credit Agreement, Notes and Security Documents.

SECTION 3. Delivery of Pledged Collateral. Each of the Pledgors herewith delivers to the Pledgee fully completed, undated interest transfers, substantially in the form attached hereto as Schedule I, executed by the applicable Pledgor and duly evidencing the transfer by way of security interest of the Pledged Collateral to, and in the name of, the Pledgee or of a nominee for, and chosen by, the Pledgee. Each of the Pledgors agrees to take the same action with respect to any further Membership Interest constituting Pledged Collateral forthwith upon the receipt thereof by such Pledgor.

SECTION 4. Representations and Warranties; Covenant. (a) The Pledgors, jointly and severally, represent and warrant (and such representations and warranties shall be deemed repeated on the date of each Advance under the Credit Agreement) as follows:

(i) Each of the Pledgor is a corporation or limited liability company, duly incorporated or organized (as the case may be), validly existing and in good standing under the laws of the State of Delaware. The execution, delivery and performance by the Pledgors of this Pledge Agreement (i) are within the Pledgors’ corporate powers and have been duly authorized by all necessary corporate action, (ii) do not contravene the Pledgors’ constitutional documents or any law or any contractual restriction binding on or affecting the Pledgors, (iii) do not require any authorization or approval (including

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exchange control approval) or other action by, or any notice to or filing with, any Government Entity and (iv) except for the liens created by this Pledge Agreement, do not result in or require the creation or imposition of any lien upon or with respect to any of the properties or assets of either of the Pledgors or the applicable Company. This Pledge Agreement is the legal, valid and binding obligation of each of the Pledgors enforceable against each of the Pledgors in accordance with its terms, except as (i) the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights and (ii) by equitable principles (regardless of whether enforcement is sought in equity or at law) but not excepting fraudulent conveyance laws.

(ii) Each of the Companies is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.

(iii) There is no tax, levy, impost, deduction, charge or withholding imposed by the jurisdiction of incorporation or formation (as the case may be) of either of the Pledgors on either of the Pledgors either (i) on or by virtue of the execution, delivery or performance of this Pledge Agreement or any other document to be furnished hereunder or (ii) on any payment to be made by either of the Pledgors pursuant to this Pledge Agreement.

(iv) The Pledged Collateral has been duly authorized and validly issued and is fully paid and non-assessable; each of the Pledgors is the legal and beneficial owner of its respective Pledged Collateral as indicated on Schedule III hereto free and clear of any lien, security interest, option or other charge or encumbrance or preferential arrangement except for the security interest created by this Pledge Agreement. The pledge of the Pledged Collateral pursuant to this Pledge Agreement creates a valid and duly perfected first priority pledge of and security interest in the Pledged Collateral, securing the payment and performance of the Security Parties’ obligations under the Credit Agreement, Notes and Security Documents.

(v) With respect to each Company, the Pledged Collateral constitutes the only issued and outstanding Membership Interests of the applicable Company.

(vi) The statements contained in preliminary statements (1) – (4) are true, correct and complete.

(vii) If an Event of Default shall have occurred and be continuing, upon receipt of instruction by the Pledgee, each of the Pledgors agrees to cause its respective Pledged Collateral to be duly registered on the books of the applicable Company in the name of the Pledgee, its nominee, or as otherwise directed by the Pledgee.

(viii) None of the Companies have issued certificates evidencing the ownership interests of the members in such Companies.

(b) Each of the Pledgors covenants and agrees that it will not do or permit to be done any act, or fail to perform any act, that may materially depreciate, jeopardize or otherwise prejudice the market value of the Pledged Collateral or impair the rights or security of the Pledgee hereunder.

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SECTION 5. Further Assurances. Each of the Pledgors agrees that at any time and from time to time, at the expense of the Pledgors, the Pledgors will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Pledgee may request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee to exercise and enforce its rights (including, without limitation, the registration of the Pledged Collateral in the name of the Pledgee or its nominee) and remedies hereunder with respect to any Pledged Collateral, such exercise to be subject to Section 9(a) hereof. In the event any of the Companies issue certificates evidencing ownership interests in such Companies, the Pledgors shall immediately deliver said certificates to the Pledgee to be held in accordance with and pursuant to the terms and conditions of this Agreement.

SECTION 6. Voting Rights; Distributions, etc. Respecting Companies. With respect to each Company,

(a) Irrevocable Proxy. Each of the Pledgors hereby agrees to grant, and does hereby grant, to the Pledgee for the benefit of the Pledgee, an irrevocable proxy in the form attached hereto as Schedule II to (i) vote or cause to be voted any and all of the Pledged Collateral and (ii) give or cause to be given consents, waivers and ratifications in respect thereof. Each such proxy shall be valid until payment and performance in full of the obligations under the Credit Agreement, Notes and Security Documents. The Pledgee hereby agrees that until and unless an Event of Default (as defined in Section 9(a) hereof) shall have occurred and be continuing, the Pledgee shall not exercise any of such proxies and, subject always to the provisions of Section 6 hereof, the Pledgors shall be entitled to (i) vote or cause to be voted any and all of the Pledged Collateral and (ii) give, or cause to be given, consents, waivers and ratifications in respect thereof, provided, however, that neither of the Pledgors shall vote for or give any consent, waiver or ratification that would be inconsistent with any provisions of the Credit Agreement, Notes or Security Documents or that would result in a Material Adverse Change relating to the value of the Pledged Collateral or any part thereof. All such rights of the Pledgors to vote, or cause to be voted and to give, or cause to be given, consent, waivers and ratifications shall cease automatically in case an Event of Default shall occur and so long as it is continuing, and upon the Pledgee giving written notice to such effect to the Pledgors, all such rights shall thereupon revert to the Pledgee, which, in its sole discretion, shall have the sole and exclusive right and authority (but shall not be bound) to exercise such voting and consensual rights and powers. Each of the Pledgors further agrees to execute irrevocable proxies in the form attached hereto as Schedule II.

(b) Distributions. If an Event of Default shall have occurred and be continuing, upon the Pledgee’s request, each of the Pledgors shall deliver, or permit to be delivered, and shall instruct each applicable Company to deliver, to the Pledgee to such account as the Pledgee may, from time to time, designate in writing, any and all dividends or distributions paid in respect of the Pledged Collateral.

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SECTION 7. Transfers and Other Liens; Additional Membership Interests. (a) Each of the Pledgor agrees that it will not (i) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or (ii) create or permit to exist any Lien, security interest, or other charge or encumbrance or preferential arrangement upon or with respect to any of the Pledged Collateral, except for the security interests under this Pledge Agreement.

(b) Each of the Pledgors agrees that it will cause the applicable Company not to issue any Membership Interests whatsoever, whether in addition to or in substitution for the relevant Pledged Collateral, or any other issued or authorized Membership Interests of the applicable Company, without the Pledgee’s prior written consent, except for Pledged Collateral in favor of the Pledgors that are pledged hereunder.

SECTION 8. Pledgee May Perform; Reasonable Care. (a) If either of the Pledgor fails to perform any agreement contained herein, the Pledgee may itself perform, or cause performance of, such agreement, and such performance shall not relieve such Pledgor of any default in respect of such Pledgor’s failure, and the expenses of the Pledgee incurred in connection therewith shall be payable by the Pledgors under Section 10 hereof.

(b) The Pledgee shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Pledgee accords its own property, it being understood that the Pledgee shall not have any responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Pledgee has or is deemed to have knowledge of such matters, or (ii) lifting any Liens or taking any necessary steps to preserve rights against any Person, in each case with respect to any Pledged Collateral.

SECTION 9. Remedies. (a) Notwithstanding anything to the contrary stated herein, the Pledgee shall not exercise any of the remedies set forth in this Pledge Agreement unless and until an Event of Default has occurred and is continuing under the Credit Agreement (an “Event of Default”).

(b) If an Event of Default shall have occurred and be continuing:

(i) The Pledgee may (but shall not be bound to) exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or in the Credit Agreement, Notes or Security Documents or otherwise available to it, all the rights and remedies of a secured party after default under the law of the State of New York or any other applicable law in effect at that time. The Pledgee may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any of the Pledgee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Pledgee may deem commercially reasonable, provided that at least ten (10) days’ prior written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

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(ii) Any cash held by the Pledgee as Pledged Collateral and all cash proceeds received by the Pledgee in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of the Pledgee, be held by the Pledgee as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Pledgee pursuant to Section 10) in whole or in part by the Pledgee against, all or any part of the Security Parties’ obligations under the Credit Agreement, Notes and Security Documents. Any surplus of such cash or cash proceeds held by the Pledgee and remaining after payment and performance in full of such obligations shall be paid over to the Borrower or its order.

SECTION 10. Expenses. The Pledgors upon demand will pay to the Pledgee the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Pledgee may reasonably incur in connection with (i) the administration of this Pledge Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of the Pledgee hereunder, or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof.

SECTION 11. Security Interest Absolute. All rights of the Pledgee and security interests hereunder, and all obligations of the Pledgors hereunder, shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of the Credit Agreement, Notes or Security Document or any other agreement or instrument delivered pursuant or relating thereto, (ii) any amendment to the Credit Agreement, Notes or Security Document or any other agreement or instrument delivered pursuant or relating thereto, or (iii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, either Pledgor in respect of its obligations under the Credit Agreement, Notes or Security Documents or this Pledge Agreement.

SECTION 12. Amendments, Etc.; Pledge Supplements. (a) No amendment or waiver of any provision of this Pledge Agreement nor consent to any departure by either of the Pledgors herefrom shall in any event be effective unless the same shall be in writing and signed by the Pledgors and the Pledgee, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 13. Addresses for Notices. All notices and other communications provided for hereunder shall be in writing (including email or facsimile) and sent by a prepaid nationally recognized overnight courier, e-mailed or facsimiled, or delivered:

(i) if to the Pledgors:

c/o Seacor Holdings Inc.

460 Park Avenue, 12th Floor

New York, NY 10022

Attention: Dick Fagerstal

Email: dfagerstal@ckor.com

Facsimile No.: 212 582 8522

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(ii) if to the Pledgee:

WFBLS Charlotte Agency Services

1525 W WT Harris Blvd

MAC D1109-019

Charlotte, NC 28262

Facsimile No.: 704-590-2782

with a copy to:

1000 Louisiana Street, 9th Floor

MAC T0002-090

Houston, TX 77002

Attention: Corbin Womac, Vice President & Relationship Manager

Email: Corbin.M.Womac@wellsfargo.com

Facsimile No.: 713-739-1087

or as to any party at such other address as shall be designated by such party in a written notice to the other parties complying as to delivery with the terms of this Section 13. All such notices and communications shall, when mailed, be sent by a nationally recognized overnight courier, or e-mailed or facsimiled, be effective when deposited in the mails, delivered to such courier, or e-mailed or facsimiled, respectively. Delivery by electronic mail or facsimile of an executed counterpart of any amendment or waiver of any provision of this Pledge Agreement or of any Schedule hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof. All notices and communications given under this Pledge Agreement, unless submitted in the English language, shall be accompanied by one English translation for each copy of the foregoing so submitted; provided, that the English version of all such notices, communications, evidences and other documents shall govern in the event of any conflict with the non-English version thereof.

SECTION 14. Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until payment and performance in full of the Security Parties’ obligations under the Credit Agreement, Notes and Security Documents, (ii) be binding upon each of the Pledgors, its respective successors and assigns, and (iii) inure to the benefit of the Pledgee on behalf of the Creditors and the Pledgee’s successors and such transferees and assigns as may be permitted under the Credit Agreement. Upon the payment and performance in full of the Security Parties’ obligations under the Credit Agreement, Notes and Security Documents, the Pledgors shall be entitled to the return, upon their request and at their expense, of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof.

SECTION 15. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Pledge Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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(b) Each of the Pledgors hereby irrevocably submits to the jurisdiction of the courts of the State of New York and of the United States District Court for the Southern District of New York in any action or proceeding brought against it by the Agents and the Lenders under this Pledge Agreement or under any document delivered hereunder and each of the Pledgors hereby irrevocably appoints Farkouh, Furman & Faccio, LLP, 460 Park Avenue, 12^th Floor, New York, NY 10022 (Attention: Fred Farkouh), its attorney-in-fact and agent for service of summons or other legal process thereon, which service may be made by serving a copy of any summons or other legal process in any such action or proceeding on such agent and such agent is hereby authorized and directed to accept by and on behalf of each of the Pledgors service of summons and other legal process of any such action or proceeding against either of the Pledgors. The service, as herein provided, of such summons or other legal process in any such action or proceeding shall be deemed personal service and accepted by each of the Pledgors as such, and shall be legal and binding upon each of the Pledgors for all the purposes of any such action or proceeding. Final judgment (a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness of either of the Pledgors to any Agent or Lender) against either of the Pledgors in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment. Each of the Pledgors will advise the Administrative Agent promptly of any change of address of the foregoing agent or of the substitution of another agent therefor. In the event that the foregoing agent or any other agent appointed by either of the Pledgors shall not be conveniently available for such service or if a Pledgor fails to maintain an agent as provided herein, each of the Pledgors hereby irrevocably appoints the person who then is the Secretary of State of the State of New York as such attorney-in-fact and agent. Each of the Pledgors will advise the foregoing agent of the appointment made hereby, but failure to so advise shall not affect the appointment made hereby. Notwithstanding anything herein to the contrary, the Agents and the Lenders may bring any legal action or proceeding in any other appropriate jurisdiction.

(c) IT IS MUTUALLY AGREED BY AND AMONG THE PLEDGORS, THE AGENTS AND THE LENDERS THAT EACH OF THEM HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS PLEDGE AGREEMENT.

SECTION 16. Counterparts. This Pledge Agreement may be executed by the parties hereto on separate counterparts, each of which shall constitute one and the same instrument.

SECTION 17. Severability. Invalidity, unenforceability, or invalidation of any one or more of the provisions of this Pledge Agreement for any reason shall in no way affect any other provisions hereof, which other provisions shall remain in full force and effect.

SECTION 18. Entire Agreement. This Pledge Agreement and the documents herein mentioned contain, or expressly incorporate, the entire agreement of the parties with respect to the subject matter hereof.

[Signature Page Follows]

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IN WITNESS WHEREOF each of the parties hereto has caused this Pledge Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

PLEDGORS
ERA GROUP INC.
By:
	Name:
	Title:

ERA AEROLEO LLC
By:
	Name:
	Title:

PLEDGEE
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:
	Name:
	Title:

By:
	Name:
	Title:

SCHEDULE I TO PLEDGE AGREEMENT

INTEREST TRANSFER¹

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                   100% of its limited liability company membership interest in [            ], a Delaware limited liability company (the “Company”), standing in the name of the undersigned on the books of said Company, and does hereby irrevocably constitute and appoint                                                   as attorney-in-fact of the undersigned to transfer said membership interest on the books of the Company with full power of substitution in the premises.

Dated:                 

[ERA GROUP INC.]/[ERA AEROLEO LLC]
By:
	Name:
	Title:

In presence of:

Witness

¹  Original counterparts of this Interest Transfer to be executed will equal the number of Companies (e.g. one Interest Transfer to be executed per Company).

SCHEDULE II TO PLEDGE AGREEMENT

IRREVOCABLE PROXY²

The undersigned hereby constitutes and appoints WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, in its capacity as Pledgee under the Pledge Agreement hereinafter referred to, its attorney and proxy to appear, vote and otherwise act, all in the name, place and stead of the undersigned in the same manner that the undersigned might do and with the same powers, with respect to all of the membership interests in [insert name] (the “Company”), owned or hereafter acquired by the undersigned, at any and all meetings of the members or the managers, as the case may be, of the Company, on any and all matters, questions and resolutions that may come before such meetings, including, but not limited to, the election of directors or managers, if any, or at any adjournment or adjournments thereof, or to consent on behalf of the undersigned in the absence of a meeting to anything that might have been voted on at such a meeting.

This irrevocable proxy is coupled with an interest, is given in connection with a pledge pursuant to a Pledge Agreement dated                  , 20     (the “Pledge Agreement”), is subject to the rights of the undersigned as the Pledgor set forth in Section 6(a) of the Pledge Agreement and is irrevocable. It shall continue in effect so long as the debt for which the pledge is granted as security remains unpaid.

The attorney and proxy named herein is hereby given full power of substitution and revocation and may act through such agents, nominees or substitute attorneys as it may from time to time appoint.

The powers of such attorney and proxy shall include (without limiting its general powers hereunder) the power to receive and waive any notice of any meeting on behalf of each of the undersigned.

[ERA GROUP INC.]/[ERA AEROLEO LLC]
By:
	Name:
	Title:

²  Original counterparts of this Irrevocable Proxy to be executed will equal the number of Companies (e.g. one Irrevocable Proxy per Company).

SCHEDULE III TO PLEDGE AGREEMENT

Name of Pledgor	Name of Company	Company Jurisdiction of Formation	Percentage of Total Company Membership Interest Pledged
Era Group Inc.	Era Helicopters, LLC	Delaware		100	%
Era Group Inc.	Era Leasing LLC	Delaware		100	%
Era Group Inc.	Era Med LLC	Delaware		100	%
Era Group Inc.	Era Aeroleo LLC	Delaware		100	%
Era Group Inc.	Era Canada LLC	Delaware		100	%
Era Group Inc.	Era DHS LLC	Delaware		100	%
Era Group Inc.	Era FBO LLC	Delaware		100	%
Era Group Inc.	Era Flightseeing LLC	Delaware		100	%
Era Group Inc.	Era Helicopters (Mexico) LLC	Delaware		100	%
Era Group Inc.	Era Helicopter Services LLC	Delaware		100	%
Era Aeroleo LLC	Aeroleo Internacional, LLC	Delaware		100	%

EXHIBIT 8

FORM OF SECURITY AGREEMENT

SECURITY AGREEMENT

Dated                          , 20__

from

The Grantors referred to herein

as Grantors

to

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Grantee

TABLE OF CONTENTS

Section		Page
Section 1.	Grant of Security		2
Section 2.	Security for Obligations		3
Section 3.	Grantors Remain Liable		4
Section 4.	Maintaining the Account Collateral		4
Section 5.	Representations and Warranties		5
Section 6.	Further Assurances		6
Section 7.	As to Equipment		7
Section 8.	Insurance		8
Section 9.	Negative Pledge		8
Section 10.	Post-Closing Changes; Collections on Receivables and Related Contracts		8
Section 11.	Grantee Appointed Attorney in Fact		9
Section 12.	Grantee May Perform		9
Section 13.	The Grantee’s Duties		9
Section 14.	Remedies		9
Section 15.	Indemnity and Expenses		11
Section 16.	Amendments; Waivers; Additional Grantors; Etc.		11
Section 17.	Notices, Etc.		11
Section 18.	Continuing Security Interest; Assignments under the Credit Agreement		11
Section 19.	Security Interest Absolute		12
Section 20.	Execution in Counterparts		12
Section 21.	Governing Law		12

i

Schedules

Schedule I	-	Type of Organization, Jurisdiction of Organization and Organizational Identification Number
Schedule II	-	Locations of Equipment and Inventory
Schedule III	-	Letters of Credit
Schedule IV	-	Pledged Deposit Accounts
Exhibits
Exhibit A	-	Form of Security Agreement Supplement
Exhibit B		Form of Deposit Account Control Agreement

ii

SECURITY AGREEMENT

SECURITY AGREEMENT dated                                  , 20     (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) made by and among (i) ERA GROUP INC., a Delaware corporation, (the “Borrower”), and the other Persons listed on the signature pages hereof (the Borrower and the Persons so listed being, collectively, the “Grantors”) and (ii) WELLS FARGO BANK, NATIONAL ASSOCIATION, as grantee (the “Grantee”).

PRELIMINARY STATEMENTS:

(1) Pursuant to the senior secured revolving credit facility agreement dated as of                              , 20     (the “Credit Agreement”) made by and among (1) the Borrower, (2) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as mandated lead arrangers, (3) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as bookrunners, (4) the Grantee, as administrative agent, (5) JPMORGAN CHASE BANK, N.A., as syndication agent, (6) DEUTSCHE BANK SECURITIES INC., SUNTRUST BANK and REGIONS BANK, as co-documentation agents, (7) COMPASS BANK, WHITNEY BANK, GOLDMAN SACHS BANK USA, COMERICA BANK and THE NORTHERN TRUST COMPANY, as managing agents, (8) Wells Fargo, as swing line bank (the “Swing Line Bank”) and (9) the banks and financial institutions whose names and addresses are set out in Schedule A thereto (together with any assignee thereof pursuant to Section 11 thereto and the Swing Line Bank, the “Lenders”, and each a “Lender”), the Lenders have agreed to make available to the Borrower a revolving credit facility in the amount of Three Hundred Fifty Million United States Dollars (US$350,000,000), subject to the terms and conditions set forth therein.

(2) Each Grantor is the owner of the deposit accounts (the “Pledged Deposit Accounts”) set forth opposite such Grantor’s name on Schedule IV hereto.

(3) It is a condition under the Credit Agreement to the Lenders providing the Credit Facility that the Grantors shall have granted the security interest contemplated by this Agreement.

(4) Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the Credit Agreement. Further, unless otherwise defined in this Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9. “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non perfection or the priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non perfection or priority.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Advances under the Credit Agreement from time to time, the Grantors and the Grantee, for the benefit of the Creditors, agree as follows:

Section 1. Grant of Security. Each Grantor hereby grants to the Grantee, for the benefit of the Creditors, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising other than any of the below that relates to the U.S. Bancorp Helicopters (collectively, the “Collateral”):

(a) all equipment in all of its forms, including, without limitation, all machinery, tools, furniture, and all parts thereof and all accessions thereto, including, without limitation, computer programs and supporting information that constitute equipment within the meaning of the UCC (any and all such property being the “Equipment”);

(b) all inventory in all of its forms, including, without limitation, (i) all raw materials, work in process, finished goods and materials used or consumed in the manufacture, production, preparation or shipping thereof, (ii) goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (iii) goods that are returned to or repossessed or stopped in transit by such Grantor), and all accessions thereto and products thereof and documents therefor, including, without limitation, computer programs and supporting information that constitute inventory within the meaning of the UCC (any and all such property being the “Inventory”);

(c) all accounts, chattel paper (including, without limitation, tangible chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts, letter-of-credit rights, general intangibles (including, without limitation, payment intangibles) and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating to the foregoing property (any and all of such accounts, chattel paper, instruments, deposit accounts, letter-of-credit rights, general intangibles and other obligations, to the extent not referred to in clause (d) below, being the “Receivables,” and any and all such supporting obligations, security agreements, mortgages, Liens, leases, letters of credit and other contracts being the “Related Contracts”);

(d) the following (collectively, the “Account Collateral”):

(i) the Pledged Deposit Accounts and all funds and financial assets from time to time credited thereto (including, without limitation, all Cash Equivalents), and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Deposit Accounts;

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(ii) all promissory notes, certificates of deposit, checks and other instruments from time to time delivered to or otherwise possessed by the Grantee for or on behalf of such Grantor in substitution for or in addition to any or all of the then existing Account Collateral; and

(iii) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral;

(e) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of the Grantors pertaining to any of the Collateral;

(f) the Mortgaged Helicopters;

(g) (i) any lease or other contract to which it is a party now or hereafter entered into by such Grantor in respect of any Mortgaged Helicopter, (ii) all moneys and claims for moneys due and to become due thereto, whether as rent, loans, indemnities, payments or otherwise, under, and all claims for damages arising out of any breach of, any lease, other contract for the use or employment of any Mortgaged Helicopter, and (iii) any money or non-money proceeds of a Mortgaged Helicopter arising from the total or partial loss or physical destruction of such Mortgaged Helicopter or its total or partial confiscation, condemnation or requisition;

(h) all policies and contracts of insurance which are from time to time taken out by or for such Grantor in respect of any Mortgaged Helicopter (including Airframes and Engines), machinery, disbursements, profits or otherwise, and all the benefits thereof, including, without limitation, all claims of whatsoever nature, as well as return premiums;

(i) all Helicopter Related Documents and Records including books, records, account ledgers, data processing records, computer software and other property and general intangibles at any time evidencing or relating to any of the foregoing; and

(j) all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (i) of this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Grantee is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, and (B) cash.

Section 2. Security for Obligations. This Agreement secures the payment of all obligations of each Grantor now or hereafter existing under (i) the Credit Agreement, Notes, and Security Documents, (ii) credit cards, purchasing cards and other treasury management services it holds with any of the Lenders and (iii) obligations in respect of hedge agreements, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement

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obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (all such obligations being the “Secured Obligations”). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by each Grantor to any Creditor under the Credit Agreement, Notes and Security Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Security Party.

Section 3. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in such Grantor’s Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Grantee of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) no Creditor shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement or the Credit Agreement, Notes and Security Documents, nor shall any Creditor be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Section 4. Maintaining the Account Collateral. So long as any Advance or any other obligation of any Security Party under the Credit Agreements, Notes or any Security Document shall remain unpaid or any Lender shall have any Commitment:

(a) Each Grantor will maintain deposit accounts only with the financial institution acting as Grantee hereunder or with a bank (a “Pledged Account Bank”) that has agreed with such Grantor and the Grantee to comply with instructions originated by the Grantee directing the disposition of funds in such deposit account without the further consent of such Grantor, such agreement to be substantially in the form of Exhibit B hereto or otherwise in form and substance satisfactory to the Grantee (a “Deposit Account Control Agreement”). The Grantee agrees that (x) it will deliver Notices of Exclusive Control (as defined in each Deposit Account Control Agreement) only upon the occurrence and during the continuance of an Event of Default and (y) if it has delivered any such Notice of Exclusive Control and thereafter no Event of Default is continuing, the Grantee shall promptly withdraw the same.

(b) Upon any termination by a Grantor of any Pledged Deposit Account, such Grantor will immediately (i) transfer all funds and property held in such terminated Pledged Deposit Account to another Pledged Deposit Account and (ii) notify all obligors that were making payments to such Pledged Deposit Account to make all future payments to another Pledged Deposit Account, in each case so that the Grantee shall have a continuously perfected security interest in such Account Collateral, funds and property.

(c) Upon the occurrence of an Event of Default, the Grantee shall have sole right to direct the disposition of funds with respect to the Pledged Deposit Accounts, and it shall be a term and condition of each of the Pledged Deposit Accounts, notwithstanding any term or condition to the contrary in any other agreement relating to

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the Pledged Deposit Accounts, that, following delivery by the Grantee of a Notice of Exclusive Control (as defined in the applicable Deposit Account Control Agreement) to a Pledged Account Bank, no amount (including, without limitation, interest on Cash Equivalents credited thereto) will be paid or released to or for the account of, or withdrawn by or for the account of, any Grantor or any other Person from the Pledged Deposit Accounts, unless and until such Notice of Exclusive Control is withdrawn.

(d) Upon the occurrence and during the continuance of an Event of Default, the Grantee may, at any time and without notice to, or consent from, the Grantor, transfer, or direct the transfer of, funds from the Pledged Deposit Accounts to satisfy the Grantor’s obligations under the Credit Agreement, Notes or Security Documents. The Grantee agrees to notify the Grantor promptly after any such transfer indicating the amount so transferred and the Grantor’s obligations so satisfied.

Section 5. Representations and Warranties. Each Grantor represents and warrants as follows:

(a) Each Grantor’s exact legal name, type of organization, jurisdiction of organization and organizational identification number is set forth in Schedule I hereto. References to any Schedule in this Section 5 shall refer to such Schedule as the same may be amended from time to time by notice from the Grantors to the Grantee.

(b) Each Grantor is the legal and beneficial owner of the Collateral granted or purported to be granted by it free and clear of any Lien, claim, option or right of others, except for the security interest created under this Agreement or permitted under the Credit Agreement. No effective financing statement or other instrument similar in effect covering all or any part of such Collateral or listing any Grantor is on file in any recording office, except such as may have been filed in favor of the Grantee relating to the Credit Agreement, Notes and Security Documents or as otherwise permitted under the Credit Agreement.

(c) All of the Equipment and Inventory constituting Collateral granted by such Grantor is located at the places specified therefor in Schedule II hereto or at another location as to which such Grantor has complied with the requirements of Section 7(a). Since the date of its formation, such Grantor has not changed the location of its Equipment or Inventory constituting Collateral granted by it. Such Grantor has exclusive possession and control of its Equipment and Inventory constituting collateral granted by it, other than Inventory stored at any leased premises or warehouse to which the Grantor has full access.

(d) None of the Receivables constituting Collateral granted by it is evidenced by a promissory note or other instrument that has not been delivered to the Grantee other than ordinary course collections on any such Receivables that are deposited in a Pledged Deposit Account in accordance with Section 4.

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(e) Such Grantor has no deposit accounts, other than the Pledged Deposit Accounts listed on Schedule IV hereto and additional Pledged Deposit Accounts as to which such Grantor has complied with the applicable requirements of Section 4.

(f) Such Grantor is not a beneficiary or assignee under any letter of credit, other than the letters of credit described in Schedule III hereto.

(g) This Agreement creates in favor of the Grantee for the benefit of the Creditors a valid security interest in the Collateral granted by such Grantor, securing the payment of the Secured Obligations; all filings and other actions (including, without limitation, (A) actions necessary to obtain control of Collateral as provided in Sections 9-104, 9-106 and 9-107 of the UCC and (B) actions necessary to perfect the Grantee’s security interest with respect to Collateral evidenced by a certificate of title, if any) necessary to perfect the security interest in the Collateral granted by such Grantor have been duly made or taken and are in full force and effect; and such security interest is first priority.

(h) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (i) the grant by such Grantor of the security interest granted by such Grantor hereunder or for the execution, delivery or performance of this Agreement by such Grantor, (ii) the perfection or maintenance of the security interest created hereunder (including the first priority nature of such security interest), except for (x) the filing of financing and continuation statements under the UCC, which financing statements have been duly filed and are in full force and effect, the (y) the recordation of the Mortgages over the Mortgaged Helicopters with the FAA and any other applicable Acceptable Jurisdiction and (z) the registration of Creditors’ International Interest on the Mortgaged Helicopters with the International Registry, or (iii) the exercise by the Grantee of its voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement or the Credit Agreement.

Section 6. Further Assurances. (a) Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be necessary or desirable, or that the Grantee may request, in order to perfect and protect any pledge or security interest granted or purported to be granted by such Grantor hereunder or to enable the Grantee to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor. Without limiting the generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (i) mark conspicuously each chattel paper included in Receivables, and, at the request of the Grantee, each of its records pertaining to such Collateral with a legend, in form and substance satisfactory to the Grantee, indicating that such document, chattel paper, or Collateral is subject to the security interest granted hereby; (ii) if any such Collateral shall be evidenced by a promissory note or other instrument or chattel paper, deliver, against a written receipt from the Grantee acknowledging receipt thereof, and pledge to the Grantee hereunder such note or instrument or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Grantee; (iii) file such financing or continuation statements, or amendments

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thereto, and such other instruments or notices, as may be necessary or desirable, or as the Grantee may request, in order to perfect and preserve the security interest granted or purported to be granted by such Grantor hereunder; (iv) take all action to ensure that the Grantee’s security interest is noted on any certificate of title related to any Collateral evidenced by a certificate of title; and (v) deliver to the Grantee evidence that all other actions that the Grantee may deem reasonably necessary or desirable in order to perfect and protect the security interest granted or purported to be granted by such Grantor under this Agreement has been taken.

(b) Each Grantor hereby authorizes the Grantee to file one or more financing or continuation statements, and amendments thereto, including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of such Grantor, regardless of whether any particular asset described in such financing statements falls within the scope of the UCC or the granting clause of this Agreement. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies its authorization for the Grantee to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

(c) Each Grantor will furnish to the Grantee from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other reports in connection with such Collateral as the Grantee may reasonably request, all in reasonable detail. In addition, each year, at the time of delivery of the annual appraisal pursuant to Section 10.1(a)(xxv) of the Credit Agreement, the Grantor shall deliver to the Grantee updated Schedules I – IV to this Agreement executed by a responsible officer of the Grantor, setting forth any information required therein that has changed or confirming that there has been no change in such information since the date of the previous delivery of Schedules I – IV delivered pursuant to this Section 6(c) and certifying that all UCC financing statements and other appropriate filings, recordings or registrations have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens in the United States under this Agreement.

(d) The Borrower will furnish to the Grantee, on or prior (but not more than six months prior thereto) to the fifth anniversary of the date hereof (and each successive five year anniversary thereafter), an opinion of counsel, from outside counsel reasonably satisfactory to the Grantee, to the effect that all financing or continuation statements have been filed, and all other action has been taken to perfect continuously from the date hereof the security interest granted hereunder.

Section 7. As to Equipment.

(a) Each Grantor will cause its Equipment, to the extent it determines the same to have continuing utility in its business, to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and will forthwith, or in the case of any loss or damage to any of such Equipment as soon as practicable after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that such Grantor reasonably determines to be necessary or desirable to such end.

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Section 8. Insurance. Each of the Grantors shall insure its respective Mortgaged Helicopters in accordance with the Required Insurance (as defined in the Credit Agreement). Each of the Grantors shall maintain insurances on its all of its properties (including, but not limited to, the Equipment and Inventory) as described in Section 2.1(n) of the Credit Agreement.

Section 9. Negative Pledge. Each of the Grantors hereby agrees to be bound by the terms of Section 10.1(b)(xii) of the Credit Agreement as if fully set forth herein.

Section 10. Post-Closing Changes; Collections on Receivables and Related Contracts. (a) No Grantor will change its name, type of organization, jurisdiction of organization, organizational identification number or location from those set forth in Section 5(a) of this Agreement. Each Grantor will hold and preserve its records relating to the Collateral and will permit representatives of the Grantee to inspect and make abstracts from such records and other documents. If any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Grantee of such organizational identification number.

(b) Except as otherwise provided in this subsection (b), each Grantor will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Receivables and Related Contracts. In connection with such collections, such Grantor may take (and, at the Grantee’s direction, will take) such action as such Grantor or the Grantee may deem necessary or advisable to enforce collection of the Receivables and Related Contracts; provided, however, that upon the occurrence of an Event of Default, the Grantee shall have the right upon written notice to such Grantor of its intention to do so, to notify the obligors under any Receivables and Related Contracts of the assignment of such Receivables and Related Contracts to the Grantee and to direct such obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Grantee and, upon such notification and at the expense of such Grantor, to enforce collection of any such Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Grantee referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Receivables and Related Contracts of such Grantor shall be received in trust for the benefit of the Grantee hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Grantee in the same form as so received (with any necessary endorsement) to be deposited in the Pledged Deposit Accounts set forth in Schedule IV hereto, at the Grantee’s sole discretion, and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Related Contract, release wholly or partly any obligor thereof or allow any credit or discount thereon. No Grantor will permit or consent to the subordination of its right to payment under any of the Receivables and Related Contracts to any other indebtedness or obligations of the obligor thereof.

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Section 11. Grantee Appointed Attorney in Fact. Each Grantor hereby irrevocably appoints the Grantee such Grantor’s attorney in fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time, upon the occurrence and during the continuance of an Event of Default, in the Grantee’s discretion, to take any action and to execute any instrument that the Grantee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a) to obtain and adjust insurance required to be paid to the Grantee pursuant to Section 8,

(b) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,

(c) to receive, indorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) or (b) above, and

(d) to file any claims or take any action or institute any proceedings that the Grantee may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Grantee with respect to any of the Collateral.

Section 12. Grantee May Perform. If any Grantor fails to perform any agreement contained herein, the Grantee may, but without any obligation to do so and without notice, itself perform, or cause performance of, such agreement, and the expenses of the Grantee incurred in connection therewith shall be payable by such Grantor under Section 15.

Section 13. The Grantee’s Duties. The powers conferred on the Grantee hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the duty to the Grantors and the Secured Parties to provide safe custody of, and preservation of, any Collateral in its possession and the accounting for moneys actually received and disbursed by it hereunder, the Grantee shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Creditor has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Grantee shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is segregated from the Grantee’s other assets and is clearly marked on its records as Collateral held in its capacity as Grantee hereunder and is accorded treatment substantially equal to that which it accords its own property.

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Section 14. Remedies. If any Event of Default shall have occurred and be continuing:

(a) The Grantee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the Credit Agreement or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Grantee forthwith, assemble all or part of the Collateral as directed by the Grantee and make it available to the Grantee at a place and time to be designated by the Grantee that is reasonably convenient to both parties; (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Grantee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Grantee may deem commercially reasonable; (iii) occupy any premises owned or leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; and (iv) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral, including, without limitation, (A) any and all rights of such Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, the Receivables, the Related Contracts and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect to the Account Collateral and (C) exercise all other rights and remedies with respect to the Receivables, the Related Contracts and the other Collateral, including, without limitation, those set forth in Section 9-607 of the UCC. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Grantee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Grantee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) Any cash held by or on behalf of the Grantee and all cash proceeds received by or on behalf of the Grantee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Grantee, be held by the Grantee as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Grantee pursuant to Section 15) in whole or in part by the Grantee for the ratable benefit of the Creditors against, all or any part of the Secured Obligations, in the following manner:

(i) first, paid to the Creditors for any amounts then owing to the Creditors pursuant to subsections (a) through (e) of Section 9.4 of the Credit Agreement, ratably in accordance with the amounts then owing to the Creditors; and

(ii) second, paid to the Creditors for any amounts then owing to any of them with respect to the Grantors’ obligations in connection with any (i) credit cards, purchasing cards and other treasury management services of such Creditors and (ii) hedge agreements, ratably in accordance with the amounts then owing to such Creditors.

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Any surplus of such cash or cash proceeds held by or on the behalf of the Grantee and remaining after payment in full of all the Secured Obligations shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive such surplus.

(c) The Grantee may send to each party to any Deposit Account Control Agreement, a “Notice of Exclusive Control” as defined in and under such Deposit Account Control Agreement.

Section 15. Indemnity and Expenses. Each Grantor agrees to be bound by the terms of Section 18.11 of the Credit Agreement as if fully set forth herein.

Section 16. Amendments; Waivers; Additional Grantors; Etc. (a) No amendment or waiver of any provision of this Agreement, and no consent to any departure by any party herefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that the Schedules hereto may be amended from time to time by notice from the affected Grantor to the Grantee. No failure on the part of the Grantee or any other Creditor to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

(b) Upon the execution and delivery by any Person of a security agreement supplement in substantially the form of Exhibit B hereto (each a “Security Agreement Supplement”), such Person shall be referred to as an “Additional Grantor” and shall be and become a Grantor hereunder, and each reference in this Agreement to “Grantor” shall also mean and be a reference to such Additional Grantor, each reference in this Agreement and the Credit Agreement to the “Collateral” shall also mean and be a reference to the Collateral granted by such Additional Grantor and each reference in this Agreement to a Schedule shall also mean and be a reference to the schedules attached to such Security Agreement Supplement.

Section 17. Notices, Etc. All notices and other communications provided for hereunder shall be made in compliance with Section 17 of the Credit Agreement.

Section 18. Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations and, (ii) the Termination Date, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Grantee hereunder, to the benefit of the Grantors, the Secured Parties and their respective successors, transferees and assigns; provided however that in the event all Secured Obligations have been discharged other than those relating to an Extended Letter of Credit and there shall have been established and funded a Cash Collateral Account as provided for in Section 3.13 of the Credit Agreement, the security interest in the Collateral shall be released at such time. Without limiting the generality

11

of the foregoing clause (c) but subject to the limitations set forth in Section 11 of the Credit Agreement, any Creditor may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided in Section 11 of the Credit Agreement.

Section 19. Security Interest Absolute. The obligations of each Grantor under this Agreement are independent of the Secured Obligations or any other obligations of any other Security Party under or in respect of the Credit Agreement, Notes and Security Documents, and a separate action or actions may be brought and prosecuted against each Grantor to enforce this Agreement, irrespective of whether any action is brought against such Grantor or any other Security Party or whether such Grantor or any other Security Party is joined in any such action or actions. All rights of the Grantee and the other Creditors and the pledge, assignment and security interest hereunder, and all obligations of each Grantor hereunder, shall be irrevocable, absolute and unconditional irrespective of, and each Grantor hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire.

Section 20. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic mail shall be effective as delivery of an original executed counterpart of this Agreement.

Section 21. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflicts of law rules.

[Signature Page Follows]

12

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

ERA GROUP INC., as Grantor
By
	Name:
	Title:
ERA HELICOPTERS, LLC, as Grantor
By
	Name:
	Title:
ERA LEASING LLC, as Grantor
By
	Name:
	Title:
ERA MED LLC, as Grantor
By
	Name:
	Title:
ERA AEROLEO LLC, as Grantor
By
	Name:
	Title:

AEROLEO INTERNACIONAL, LLC, as Grantor
By
	Name:
	Title:
ERA CANADA LLC, as Grantor
By
	Name:
	Title:
ERA DHS LLC, as Grantor
By
	Name:
	Title:
ERA FBO LLC, as Grantor
By
	Name:
	Title:
ERA FLIGHTSEEING LLC, as Grantor
By
	Name:
	Title:

ERA HELICOPTERS (MEXICO) LLC, as Grantor
By
	Name:
	Title:
ERA HELICOPTER SERVICES LLC, as Grantor
By
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Grantee
By
	Name:
	Title:
By
	Name:
	Title:

SCHEDULE I

Type of Organization, Jurisdiction of Organization and Organizational Identification Number

Name of Grantor	Type of Organization	Jurisdiction of Organization	Organizational Identification Number
Era Group Inc.	Limited liability company	State of Delaware	DE 3036451
Era Aeroleo LLC	Limited liability company	State of Delaware	DE 4666150
Aeroleo Internacional, LLC	Limited liability company	State of Delaware	DE 4238368
Era Canada LLC	Limited liability company	State of Delaware	DE 4825264
Era DHS LLC	Limited liability company	State of Delaware	DE 4571473
Era FBO LLC	Limited liability company	State of Delaware	DE 3948611
Era Flightseeing LLC	Limited liability company	State of Delaware	DE 4469106
Era Helicopters, LLC	Limited liability company	State of Delaware	DE 3866981
Era Helicopters (Mexico) LLC	Limited liability company	State of Delaware	DE 4052327
Era Helicopter Services LLC	Limited liability company	State of Delaware	DE 4546141
Era Leasing LLC	Limited liability company	State of Delaware	DE 4054862
Era Med LLC	Limited liability company	State of Delaware	DE 4224189

SCHEDULE II

Locations of Equipment and Inventory

Warehouse	Address	City	State	Zip Code	Country
13PS	500 Gracedale Ave.	Nazareth	Pennsylvania	18064	U.S.A.
22N	2321 Mahoning Drive East	Lehighton	Pennsylvania	18235	U.S.A.
ABV	104 Industrial Loop	Abbeville	Louisiana	70510	U.S.A.
AER	551 North 40th Street	Show Low	Arizona	85901	U.S.A.
AIS	12181 Southwest 129th Court	Miami	Florida	33186	U.S.A.
ANC	6300 Carl Brady Drive	Anchorage	Alaska	99502	U.S.A.
ARG	HELICÓPTEROS MARINOS SA, LAPLACE 3605 (Airport of destination EZEIZA)	B1611WAA Don Torcuato	Buenos Aires		Argentina
BED	Era Hleicopters, LLC NEW ENGLAND LIFE FLIGHT/ BOSTON MED FLIGHT (1) 1727 Robins Street HANSCOM Air Force Base	Bedford	Massachusetts	105911	U.S.A.
BGR	Bangor International Airport, Attn: Era Helicopters, Building 121, 188 Maine Avenue	Bangor	Maine	4401	U.S.A.
BKL	BURKE LAKEFRONT AIRPORT-GATE 5, 1601 NORTH MARGINAL ROAD	Cleveland	Ohio	44114	U.S.A.
BOND	Bond Offshore Helicopters Ltd, Hangar 12, Gambling Close	Norwich Airport	Norfolk	NR6 6EG

Warehouse	Address	City	State	Zip Code	Country
BPN	PT Nyaman Air~;Hangar B6, Sepinggan Airport~;Jl. Marsma R, Iswahyudi~;Balikpapan 76115~;Kalimantan Timur~;Indonesia~;	Balikpapan			Indonesia
BRA	Aeróleo Táxi Aéreo S/A Estrada do Imburo S/N Aeroporto de Macaé Macaé - RJ - Brasil CEP: 27970-000 CNPJ: 15.209.117/0007-42~;		Rio de Janeiro		Brazil
CAM	190 Bobbie Lane	Cameron	Louisiana	70631	U.S.A.
DEN	8227 Lloyd Stearman Drive	Denali National Park	Alaska	99755	U.S.A.
DUL	8942 Shrimpers Row	Dulac	Louisiana	70353	U.S.A.
EAGLE	823 McTavish Road Northeast	Calgary		AB T2E 7G9	Canada
EAS	1625 W. Vista Way	Vista	California	92038	U.S.A.
ENI	Pouch 340017	Deadhorse	Alaska	99734	U.S.A.
FOU	290 N.J. Theriot Road	Golden Meadow	Louisiana	70357	U.S.A.
GLS	8712 Bonanza Road	Galveston	Texas	77554	U.S.A.
HUM	105 Tower Road	Houma	Louisiana	70363	U.S.A.
INDIA	GLOBAL VECTRA HELICORP LTD~;HANGER No. C-He/Hf, AIRPORTS AUTHORITY OF INDIA, ~;Civil Aerodrome, Juhu Vile Parle (West)	Mumbai - 54 / Maharashtra INDIA.	Mumbai	54400054	India
JBU	107D Youngs Road	Johnson Bayou	Louisiana	70631	U.S.A.
JUN	6910 North Douglas HWY	Juneau	Alaska	99801	U.S.A.
LBX	8358 Airport Way	Angleton	Texas	77515	U.S.A.

Warehouse	Address	City	State	Zip Code	Country
LCH-REG	600 Airport Service Road	Lake Charles	Louisiana	70605	U.S.A.
LEW	47 White Hangar Drive	Auburn	Maine	4210	U.S.A.
LWM	ERA HELICOPTERS, Boston Med Flight, Falcon Air Inc., 492 Sutton Street, Lawrence Municipal Airport Building 90	North Andover	Massachusetts	1845	U.S.A.
MAR	WFS Complex FM 2175	Markham	Texas	77456	U.S.A.
MEX	SANTANDER NO. 15, 10 PISO, COL. INSURGENTES MIXCOAC			3920	Mexico
MOB	Downtown Air Center ;2495 Michigan Avenue Ste. 5, 6, 7	Mobile	Alabama	36615	U.S.A.
MQS	Era Helicopters, 1Earhart Drive, Hangar # 6	Coatesville	Pneesylvania	19320	U.S.A.
NLO	200 Crofton Road	Kenner	Alaska	70062	U.S.A.
OPA	15001 NW 42nd Ave, BLG 47	Opa Loka	Florida	33054	U.S.A.
OSK	52300 Nikiski Beach Road	Nikiski	Alaska	99801	U.S.A.
PAA	4694 Aviation Parkway, suite K	Atlanta	Georgia	30349-6024	U.S.A.
PTN	3884 Airport Road	Patterson	Louisiana	70392	U.S.A.
PYM	Era Hleicopters, LLC BOSTON MED FLIGHT (2) Hangar #1 Plymouth Airport 246 South Meadow Road	Carver	Maine	2330	U.S.A.
SCC	Pouch 340017	Deadhorse	Alaska	99734	U.S.A.
SCH	221 N Main Project Road	Schriever	Louisiana	70395	U.S.A.

Warehouse	Address	City	State	Zip Code	Country
SLZ	Aeróleo Táxi Aéreo S/A ¿ Avenida dos Libaneses, 3502 ¿ Aeroporto Marechal Cunha Machado ¿ Hangar PMR ¿ Bairro Tirirical ¿ CEP: 65056-480 ¿ São Luis - MA	Sao Luis			Argentina
SPN	Aerodromo Sebastian Almagro	Cordoba		99635	Spain
USURPLUS	600 Airport Service Road	Lake Charles	Louisiana	70605	U.S.A.
VEN	42336 HWY 23 South	Venice	Louisiana	70091	U.S.A.
All Warehouses with LCH as Prefix:	600 Airport Service Road, Lake Charles, LA.
All Wareshouses with ANC Prefix:	6300 Carl Brady Drive, Anchorage, Alaska
All Warehouses that that have Unserviceable warehouse will have same location address.

SCHEDULE III

Letters of Credit

None.

EXHIBIT A

FORM OF SECURITY AGREEMENT SUPPLEMENT

[Date of Security Agreement Supplement]

Wells Fargo Bank, National Association,

as the Administrative Agent for

the Creditors referred to in the

Credit Agreement referred to below

WFBLS Charlotte Agency Services

1525 W WT Harris Blvd

MAC D1109-019

Charlotte, NC 28262

ERA GROUP INC.

Ladies and Gentlemen:

Reference is made to (i) the Credit Agreement dated as of             , 20         (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among (1) ERA GROUP INC., a Delaware corporation, as borrower, (2) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as mandated lead arrangers, (3) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as bookrunners, (4) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent, (5) JPMORGAN CHASE BANK, N.A., as syndication agent, (6) DEUTSCHE BANK SECURITIES INC., SUNTRUST BANK and REGIONS BANK, as co-documentation agents, (7) COMPASS BANK, WHITNEY BANK, GOLDMAN SACHS BANK USA, COMERICA BANK and THE NORTHERN TRUST COMPANY, as managing agents, (8) Wells Fargo, as swing line bank (the “Swing Line Bank”) and (9) the banks and financial institutions whose names and addresses are set out in Schedule A thereto (together with any assignee thereof pursuant to Section 11 thereto and the Swing Line Bank, the “Lenders”, and each a “Lender”), and (ii) the Security Agreement dated             , 20         (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) made by the Grantors from time to time party thereto in favor of the Grantee for the Creditors. Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the Security Agreement.

Section 1. Grant of Security. The undersigned hereby grants to the Grantee, for the benefit of the Creditors, a security interest in all of its right, title and interest in and to the following, in each case whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or arising (collectively, the undersigned’s “Collateral”): all Equipment, Inventory, Receivables, Related Contracts, Account Collateral, all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of the undersigned pertaining to any of the undersigned’s Collateral, and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and

payable with respect to, and supporting obligations relating to, any and all of the undersigned’s Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Grantee is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, and (B) cash.

Section 2. Security for Obligations. The grant of a security interest in, the Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all obligations of the undersigned now or hereafter existing under or in respect of the Credit Agreement, Notes and Security Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Security Agreement Supplement and the Security Agreement secures the payment of all amounts that constitute part of the Secured Obligations and that would be owed by the undersigned to any Creditor under the Credit Agreement, Notes and Security Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Security Party.

Section 3. Representations and Warranties. (a) The undersigned’s exact legal name, location, chief executive office, type of organization, jurisdiction of organization and organizational identification number is set forth in Schedule I hereto.

(b) All of the Equipment and Inventory of the undersigned are located at the places specified therefor in Schedule II hereto.

(c) The undersigned is not a beneficiary or assignee under any letter of credit, other than the letters of credit described in Schedule III hereto.

(d) The undersigned hereby makes each other representation and warranty set forth in Section 5 of the Security Agreement with respect to itself and the Collateral granted by it.

Section 4. Obligations Under the Security Agreement. The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned, that each reference to the “Collateral” or any part thereof shall also mean and be a reference to the undersigned’s Collateral or part thereof, as the case may be, and that each reference in the Security Agreement to a Schedule shall also mean and be a reference to the schedules attached hereto.

Section 5. Governing Law. This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,
[NAME OF ADDITIONAL GRANTOR]
By:
	Name:
	Title:
	Address for notices:

2

EXHIBIT B

FORM OF DEPOSIT ACCOUNT CONTROL AGREEMENT

DEPOSIT ACCOUNT CONTROL AGREEMENT (the “Agreement”) dated as of             , 20         among [            ], a Delaware limited liability company (the “Grantor”), Wells Fargo Bank, National Association, as Grantee (the “Secured Party”), and [            ] (“            ”), as depository bank (the “Account Bank”).

PRELIMINARY STATEMENTS:

(1) The Grantor has granted the Secured Party a security interest (the “Security Interest”) in the following deposit accounts maintained by the Account Bank for the Grantor (the “Pledged Deposit Accounts”):

[Insert account numbers and other identifying information.]

(2) Terms defined in Article 9 of the Uniform Commercial Code in effect in the State of New York (the “N.Y. Uniform Commercial Code”) are used in this Agreement as such terms are defined in such Article 9.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto hereby agree as follows:

SECTION 1. The Pledged Deposit Accounts. The Grantor and the Account Bank represent and warrant to, and agree with, the Secured Party that:

(a) The Account Bank maintains each Pledged Deposit Account for the Grantor, and all funds held by the Account Bank for the account of the Grantor are, and will continue to be, credited to a Pledged Deposit Account in accordance with instructions given by the Grantor (unless otherwise provided herein).

(b) Each Pledged Deposit Account is a deposit account. The Account Bank is the bank with which each Pledged Deposit Account is maintained. The Grantor is the Account Bank’s customer with respect to the Pledged Deposit Accounts.

(c) Notwithstanding any other agreement to the contrary, the Account Bank’s jurisdiction with respect to each Pledged Deposit Account for purposes of the N.Y. Uniform Commercial Code is, and will continue to be for so long as the Security Interest shall be in effect, the State of New York.

(d) The Grantor and the Account Bank do not know of any claim to or interest in any Pledged Deposit Account or any funds credited to any Pledged Deposit Account, except for claims and interests of the parties referred to in this Agreement.

SECTION 2. Control by Secured Party. The Account Bank will comply with all instructions directing disposition of the funds in the Pledged Deposit Accounts and all other directions concerning the Pledged Deposit Accounts (any such instruction, notification or direction being an “Account Direction”), in each case originated by the Secured Party without further consent by the Grantor.

SECTION 3. Grantor’s Rights in Pledged Deposit Accounts. (a) Except as otherwise provided in this Section 3, the Account Bank will comply with Account Directions and other directions concerning each Pledged Deposit Account originated by the Grantor without further consent by the Secured Party.

(b) Until the Account Bank receives a notice from the Secured Party that the Secured Party will exercise exclusive control over any Pledged Deposit Account (a “Notice of Exclusive Control” with respect to such Pledged Deposit Account), the Account Bank may distribute to the Grantor all interest and other amounts standing to the credit of such Pledged Deposit Account.

(c) If the Account Bank receives from the Secured Party a Notice of Exclusive Control with respect to any Pledged Deposit Account, the Account Bank will, until the Notice of Exclusive Control is withdrawn by the Secured Party, comply only with Account Directions originated by the Secured Party and will cease:

(i) complying with Account Directions or other directions concerning such Pledged Deposit Account originated by the Grantor; and

(ii) distributing to the Grantor any interest or other amounts standing to the credit of such Pledged Deposit Account.

SECTION 4. Priority of Secured Party’s Security Interest. (a) The Account Bank (i) subordinates to the Security Interest and in favor of the Secured Party any security interest, lien, or right of recoupment or setoff that the Account Bank may have, now or in the future, against any Pledged Deposit Account or funds credited to any Pledged Deposit Account, and (ii) agrees that it will not exercise any right in respect of any such security interest or lien or any such right of recoupment or setoff until the Security Interest is terminated, except that the Account Bank (A) will retain its prior security interest and lien on funds credited to any Pledged Deposit Account, (B) may exercise any right in respect of such security interest or lien, and (C) may exercise any right of recoupment or setoff against any Pledged Deposit Account, in the case of clauses (A), (B) and (C) above, to secure or to satisfy, and only to secure or to satisfy, payment (x) for its customary fees and expenses for the routine maintenance and operation of such Pledged Deposit Account and (y) for the face amount of any items that have been credited to such Pledged Deposit Account but are subsequently returned unpaid because of uncollected or insufficient funds.

(b) The Account Bank will not enter into any other agreement with any Person relating to Account Directions or other directions with respect to any Pledged Deposit Account.

SECTION 5. Statements, Confirmations, and Notices of Adverse Claims. (a) The Account Bank will send copies of all statements and confirmations for each Pledged Deposit Account simultaneously to the Secured Party and the Grantor.

(b) When the Account Bank knows of any claim or interest in any Pledged Deposit Account or any funds credited to any Pledged Deposit Account other than the claims and interests of the parties referred to in this Agreement, the Account Bank will promptly notify the Secured Party and the Grantor of such claim or interest.

SECTION 6. The Account Bank’s Responsibility. (a) Except for permitting a withdrawal, delivery or payment in violation of Section 3 hereof, the Account Bank will not be liable to the Secured Party for complying with Account Directions or other directions concerning any Pledged Deposit Account from the Grantor that are received by the Account Bank before the Account Bank receives and has a reasonable opportunity to act on a Notice of Exclusive Control.

2

(b) The Account Bank will not be liable to the Grantor or the Secured Party for complying with a Notice of Exclusive Control or with an Account Direction or other direction concerning any Pledged Deposit Account originated by the Secured Party, even if the Grantor notifies the Account Bank that the Secured Party is not legally entitled to issue the Notice of Exclusive Control or Account Direction or such other direction unless the Account Bank takes the action after it is served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process.

(c) This Agreement does not create any obligation of the Account Bank except for those expressly set forth in this Agreement and in Article 4 of the N.Y. Uniform Commercial Code. In particular, the Account Bank need not investigate whether the Secured Party is entitled under the Secured Party’s agreements with the Grantor to give an Account Direction or other direction concerning any Pledged Deposit Account or a Notice of Exclusive Control. The Account Bank may rely on notices and communications it believes given by the appropriate party.

SECTION 7. Indemnity. The Grantor will indemnify the Account Bank, its officers, directors, employees and agents against claims, liabilities and expenses arising out of this Agreement (including, without limitation, reasonable attorney’s fees and disbursements), except to the extent the claims, liabilities or expenses are caused by the Account Bank’s gross negligence or willful misconduct.

SECTION 8. Termination; Survival. (a) The Secured Party may terminate this Agreement by notice to the Account Bank and the Grantor. If the Secured Party notifies the Account Bank that the Security Interest has terminated, this Agreement will immediately terminate.

(b) The Account Bank may terminate this Agreement on 60 days’ prior notice to the Secured Party and the Grantor, provided that before such termination the Account Bank and the Grantor shall make arrangements to transfer the funds credited to each Pledged Deposit Account to another bank that shall have executed, together with the Grantor, a control agreement in favor of the Secured Party in respect of such funds in substantially the form of this Agreement or otherwise in form and substance satisfactory to the Secured Party.

(c) Sections 6 and 7 will survive termination of this Agreement.

SECTION 9. Governing Law. This Agreement and each Pledged Deposit Account will be governed by the law of the State of New York. The Account Bank and the Grantor may not change the law governing any Pledged Deposit Account without the Secured Party’s express prior written agreement.

SECTION 10. Entire Agreement. This Agreement is the entire agreement, and supersedes any prior agreements, and contemporaneous oral agreements, of the parties concerning its subject matter.

SECTION 11. Amendments. No amendment of, or waiver of a right under, this Agreement will be binding unless it is in writing and signed by the parties hereto.

SECTION 12. Notices. A notice or other communication to a party under this Agreement will be in writing (except that Account Directions may be given orally), will be sent to the party’s address set forth under its name below or to such other address as the party may notify the other parties and will be effective on receipt.

3

SECTION 13. Binding Effect. This Agreement shall become effective when it shall have been executed by the Grantor, the Secured Party and the Account Bank, and thereafter shall be binding upon and inure to the benefit of the Grantor, the Secured Party and the Account Bank and their respective successors and assigns.

SECTION 14. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of an original executed counterpart of this Agreement.

[Signature Page Follows]

4

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[            ], as Grantor
By:
	Name:
	Title:
Address:
c/o ERA Group Inc. c/o Seacor Holdings Inc. 460 Park Avenue, 12th Floor New York, NY 10022

Wells Fargo Bank, National Association, as Grantee
By:
	Name:
	Title:
Address:
WFBLS Charlotte Agency Services 1525 W WT Harris Blvd MAC D1109-019 Charlotte, NC 28262
with a copy to:
1000 Louisiana Street, 9th Floor MAC T0002-090 Houston, TX 77002 Attention: Corbin Womac, Vice President & Relationship Manager Email: Corbin.M.Womac@wellsfargo.com Facsimile No.: 713-739-1087

[            ], as Account Bank
By:
	Name:
	Title:
Address: [            ]

EXHIBIT 9

FORM OF FLEET MORTGAGE

HELICOPTER FLEET MORTGAGE AGREEMENT

Dated as of                  , 20    

between

[HELICOPTER OWNING SUBSIDIARY]

as Grantor

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Grantee

HELICOPTER FLEET MORTGAGE AGREEMENT

THIS HELICOPTER FLEET MORTGAGE AGREEMENT (this “Agreement”) dated as of                  , 20__, is made by and among (i) [HELICOPTER OWNING SUBSIDIARY] (the “Grantor”) and (ii) WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent under the Security Agreement, as hereinafter defined, (in such capacity the “Grantee”). Capitalized terms used and not defined herein are used as defined in Appendix A hereto.

PRELIMINARY RECITALS:

WHEREAS, ERA Group, Inc. (as the “Borrower”) and the Grantee are parties to that certain Credit Agreement, dated as of                  , 20     (as amended and supplemented from time to time, the “Credit Agreement”), made by and among (1) the Borrower, (2) Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., SunTrust Robinson Humphrey, Inc. and Regions Bank, as mandated lead arrangers, (3) Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., SunTrust Robinson Humphrey, Inc. and Regions Bank, as bookrunners, (4) the Grantee, as administrative agent, (5) JPMorgan Chase Bank, N.A., as syndication agent, (6) Deutsche Bank Securities Inc., SunTrust Bank and Regions Bank, as co-documentation agents, (7) Compass Bank, Whitney Bank, Goldman Sachs Bank USA, Comerica Bank and The Northern Trust Company, as managing agents, (8) Wells Fargo, as swing line bank (the “Swing Line Bank”) and (9) the banks and financial institutions whose names and addresses are set out in Schedule A thereto (together with any assignee thereof pursuant to Section 11 thereof and the Swing Line Bank, the “Lenders”, and each a “Lender”) pursuant to which the Lenders have agreed to make available to the Borrower a revolving credit facility (“Loans”) to Borrower, subject to the terms and conditions set forth therein;

WHEREAS, pursuant to the Guaranty, the Grantor has guaranteed the obligations of the Borrower pursuant to the Credit Agreement;

WHEREAS, pursuant to the terms of the Credit Agreement, the Borrower is obligated to enter into, and cause the Grantor to enter into, the Security Agreement and to cause the Grantor to enter into this Agreement;

WHEREAS, the Borrower, the Grantor and the Grantee have entered into the Security Agreement in order to secure the payment of the Loans by the Borrower and the payment and performance of certain obligations described therein (the “Secured Obligations”);

WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Grantee for the benefit of the parties set forth in the Security Agreement a Lien on, among other things, its interest in the Helicopters described in Schedule I hereto, as the same may be modified from time to time by execution by the parties hereto and filing with the FAA of a Helicopter Fleet Mortgage Supplement in the form of Exhibit A (collectively, the “Mortgaged Helicopters”) and by granting to the Grantee a Lien on and security interest in certain other property and rights relating thereto; and

WHEREAS, the Grantor, for whose benefit the Borrower is acting, will derive substantial direct and indirect benefit from the transactions contemplated by the Credit Agreement and the Security Agreement.

NOW, THEREFORE, in consideration of the mutual undertakings hereby and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto and in order to secure the prompt payment and performance of all the Secured Obligations, the Grantor and the Grantee hereby agree as follows:

1. Security Interest. The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security interest to the Grantee, subject to no prior interests of any Person whatsoever, in all right, title and interest of the Grantor in the following collateral (collectively, the “Mortgage Collateral”):

(a) the Mortgaged Helicopters;

(b) all Parts;

(c) all of the Grantor’s right, title and interest in the Helicopter Related Documents and the Records including books, records, account ledgers, data processing records, computer software and other property and general intangibles at any time evidencing or relating to any of the foregoing;

(d) all proceeds from the sale or other disposition of, all proceeds of insurance due to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to, any of the equipment described in clauses (a), (b) and (c) above;

(e) (i) any lease or other contract to which it is a party now or hereafter entered into by such Grantor in respect of any Mortgaged Helicopter, (ii) all moneys and claims for moneys due and to become due thereto, whether as rent, loans, indemnities, payments or otherwise, under, and all claims for damages arising out of any breach of, any lease, other contract for the use or employment of any Mortgaged Helicopter, and (iii) any money or non-money proceeds of a Mortgaged Helicopter arising from the total or partial loss or physical destruction of such Mortgaged Helicopter or its total or partial confiscation, condemnation or requisition;

(f) all rents, issues, profits, revenues and other income of the property intended, subjected or required to be subjected to the Lien of this Agreement hereby, by the Security Agreement, and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and

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(g) all proceeds, howsoever arising, of the foregoing.

TO HAVE AND TO HOLD the Mortgage Collateral unto the Grantee, and its successors and assigns, as security for the Secured Obligations.

[2. Incorporation By Reference. The security interest in the Mortgage Collateral created under this Agreement is granted in accordance with the Security Agreement and all of the terms and conditions thereof, including, but not limited to, provisions relating to the exercise of remedies, are hereby incorporated herein by reference.]¹

3. Miscellaneous

3.1. Successors and Assigns. All the terms, provisions, conditions and covenants herein contained shall be binding upon and shall inure to the benefit of the Grantor, the Grantee and their respective successors and permitted assigns.

3.2. Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction or otherwise held to be invalid by any court of law of any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with such laws, without invalidating the remaining provisions hereof, and any such prohibition in any jurisdiction shall not invalidate such provisions in any other jurisdiction.

3.3. Governing Law. THIS AGREEMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS.

3.4. Further Assurances. At any time and from time to time, upon the request of the Grantee, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents as the Grantee may reasonably deem desirable in obtaining the full benefits of security interests and assignments created or intended to be created hereby and of the rights and powers granted herein and in the Security Agreement.

3.5. Notices. All notices, requests, demands or other communications required hereunder or given pursuant hereto shall be in writing unless otherwise expressly provided to the following specified address or to such other address as either party may from time to time hereafter designate to the other party in writing:

If to the Grantor:

[Name of Helicopter Owning Subsidiary]

c/o ERA Group Inc.

¹  Does this language require the Security Agreement to be filed?

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c/o Seacor Holdings Inc.

460 Park Avenue, 12^th Floor

New York, NY 10022

Facsimile: (212) 582-8522

Attention: Dick Fagerstal

Email: dfagerstal@erahelicopters.com

lf to the Grantee:

Wells Fargo Bank, National Association

WFBLS Charlotte Agency Services

1525 W WT Harris Blvd

MAC D1109-019

Charlotte, NC 28262

Facsimile: 704 590 2782

with a copy to:

1000 Louisiana Street, 9^th Floor

Houston, TX 77002

Facsimile: 713 739 1087

Attention: Corbin Womac, Vice President & Relationship Manager

Email: Corbin.M.Womac@wellsfargo.com

3.6. Grantee. The Grantee shall be afforded all of the rights, protections, immunities and indemnities set forth in the Security Agreement as if such rights, protections, immunities and indemnities were specifically set forth herein.

3.8. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly authorized, caused this Helicopter Fleet Mortgage Agreement to be executed as of the day and year first above written and to be delivered in the State of New York.

[NAME OF HELICOPTER OWNING SUBSIDIARY], as Grantor
By:
	Name:
	Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Grantee
By:
	Name:
	Title:

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APPENDIX A

HELICOPTER FLEET MORTGAGE AGREEMENT

DEFINITIONS

“Agreement” has the meaning specified in the first paragraph to this Agreement.

“Airframe” means (a) each Helicopter (excluding Engines or engines from time to time installed thereon) set forth in Schedule I hereto and (b) any and all Parts incorporated or installed in or attached or appurtenant to such airframe, and any and all Parts removed from such airframe, unless the Lien in favor of the Grantee shall not be applicable to such Parts in accordance with the Credit Agreement.

“Borrower” has the meaning specified in the first paragraph of this Agreement.

“Credit Agreement” has the meaning specified in the preliminary recitals to this Agreement.

“FAA” means the Federal Aviation Administration of the United States Department of Transportation or any successor organization thereto.

“Engine” means (a) each of the engines listed on Schedule I hereto and installed on the Helicopters on the date hereof, and any Replacement Engine, in any case whether or not from time to time installed on such Airframe or installed on any other airframe or helicopter, and (b) any and all Parts incorporated or installed in or attached or appurtenant to such engine, and any and all Parts removed from such engine, unless the Lien in favor of the Grantee shall not apply to such Parts in accordance with the Credit Agreement.

“Grantee” has the meaning specified in the preliminary recitals to this Agreement.

“Grantor” has the meaning specified in the preliminary recitals to this Agreement.

“Helicopter” means all Airframes, together with the Engines identified therewith, listed on Schedule I hereto, as the same may be modified as provided herein together with all related Records.

“Helicopter Related Documents” means any agreement relating to a Mortgaged Helicopter or agreements relating to the use, maintenance or management of a Mortgaged Helicopter, whether in existence on the date hereof or thereafter acquired, including, but not limited to, all leases, all purchase agreements, all bills of sale, all assignment agreements, all lease assignments, all lessee consents, any credit support (including any guarantee or letter of credit supporting any related lessee) and each other document, certificate or opinion delivered or caused to be delivered by any lessee or Borrower pursuant thereto.

“Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or security interest, including without limitation any prospective contract of sale or other prospective international interest.

“Mortgage Collateral” has the meaning specified in Section 1 hereof.

“Mortgaged Helicopter” means each of the Helicopters.

“Part” means all appliances, parts, components, instruments, appurtenances, accessories, furnishings, seats and other equipment of whatever nature (other than (a) Engines or engines, and (b) any Part that may be removed from the Helicopter pursuant to the terms of the Credit Agreement and is leased by the applicable Helicopter Owning Subsidiary from a third party or subject to a security interest granted to a third party), that may from time to time be installed or incorporated in or attached or appurtenant to the Airframe or any Engine or removed therefrom unless the Lien in favor of the Grantee shall not be applicable thereto in accordance with the Credit Agreement.

“Person” means any natural person, firm, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any political subdivision thereof or any other legal entity, including public bodies.

“Records” means, with respect to each Helicopter (i) the documents (including microfilm), data, manuals, diagrams and other written information originally furnished by the manufacturer and/or seller on or about the date of acquisition by the Grantor, (ii) the documents, records, logs and other data maintained in respect of the Helicopter, pursuant to the terms of the applicable lease related to such Helicopter, during the term of such lease and to which Grantor has a right to possession and receives possession following the termination of such lease, (iii) the documents, records, logs and other data maintained by the Grantor in respect of such Helicopter, when such Helicopter is not subject to a lease, and (iv) all other records, logs and materials required by the FAA.

“Secured Obligations” has the meaning specified in the preliminary recitals to this Agreement.

“Security Agreement” has the meaning specified in the preliminary recitals to this Agreement.

SCHEDULE I

MORTGAGED HELICOPTERS

Airframe:				Engine:
Manufacturer	Model	Registration Number	Serial Number	Manufacturer	Model	Serial Number

EXHIBIT A

FORM OF HELICOPTER FLEET MORTGAGE SUPPLEMENT

HELICOPTER FLEET MORTGAGE SUPPLEMENT, dated                  , 20     (hereinafter called the “Fleet Mortgage Supplement”) is made by and among (i) [NAME OF HELICOPTER OWNING SUBSIDIARY] (the “Grantor”) and (ii) Wells Fargo Bank, National Association, as grantee (the “Grantee”), under and pursuant to the Security Agreement referred to below.

WHEREAS, the Helicopter Fleet Mortgage Agreement dated as of                  , 20     between the Grantor and the Grantee (as at any time modified, supplemented and in effect, the “Fleet Mortgage”), provides for the execution and delivery of a supplement thereto substantially in the form hereof, which shall reflect any change in the identity of the Mortgaged Helicopters.

NOW, THEREFORE, the parties hereto are hereby executing this Fleet Mortgage Supplement to evidence changes in the identity of the Mortgage Helicopters as of the date hereof and in consideration of the premises and of the covenants herein contained, and for other good and valuable consideration agree as follows:

1. Schedule I to the Fleet Mortgage is hereby amended and restated to read in its entirety as set forth in Schedule I hereto.

2. With respect to the Mortgaged Collateral that was not subject to the Fleet Mortgage as in effect immediately prior to this Fleet Mortgage Supplement, the Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security interest to the Grantee, subject to no prior interests of any Person whatsoever, in all right, title and interest of the Grantor in the following collateral (collectively, the “Mortgage Collateral”):

(a) the Mortgaged Helicopters;

(b) all Parts;

(c) all of the Grantor’s right, title and interest in the Helicopter Related Documents and the Records including books, records, account ledgers, data processing records, computer software and other property and general intangibles at any time evidencing or relating to any of the foregoing;

(d) all proceeds from the sale or other disposition of, all proceeds of insurance due to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to, any of the equipment described in clauses (a), (b) and (c) above;

(e) (i) any lease or other contract to which it is a party now or hereafter entered into by such Grantor in respect of any Mortgaged Helicopter, (ii) all moneys and claims for moneys due and to become due thereto, whether as rent, loans, indemnities, payments or otherwise, under, and all claims for damages arising out of any breach of, any lease, other contract for the use or employment of any Mortgaged Helicopter, and (iii) any money or non-money proceeds of a Mortgaged Helicopter arising from the total or partial loss or physical destruction of such Mortgaged Helicopter or its total or partial confiscation, condemnation or requisition;

(f) all rents, issues, profits, revenues and other income of the property intended, subjected or required to be subjected to the Lien of this Agreement hereby, by the Security Agreement, and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and

(g) all proceeds, howsoever arising, of the foregoing.

TO HAVE AND TO HOLD the Mortgage Collateral unto the Grantee, and its successors and assigns, as security for the Secured Obligations.

3. This Fleet Mortgage Supplement shall be construed as supplemental to the Fleet Mortgage and shall form a part of the Fleet Mortgage and the Fleet Mortgage is hereby incorporated by reference herein and is hereby ratified, approved and confirmed.

4. Each Mortgaged Helicopter that was listed in Schedule I of the Fleet Mortgage as in effect immediately prior to this Fleet Mortgage Supplement, which is not listed in Schedule I of the Fleet Mortgage Supplement, has been released from the lien of the Fleet Mortgage.

5. All provisions of the Fleet Mortgage, as supplemented hereby shall continue in full force and effect.

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IN WITNESS WHREOF, the parties hereto have caused this Helicopter Fleet Mortgage Agreement Supplement to be duly executed by one of its officers, thereunto duly authorized, on the day and year first above written.

[NAME OF HELICOPTER OWNING SUBSIDIARY], as Grantor
By:
	Name:
	Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Grantee
By:
	Name:
	Title:

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SCHEDULE I TO FLEET MORTGAGE SUPPLEMENT

Airframe:				Engine:
Manufacturer	Model	Registration Number	Serial Number	Manufacturer	Model	Serial Number

EXHIBIT 10

FORM OF

CASH COLLATERAL AGREEMENT

CASH COLLATERAL AGREEMENT

Dated                      , 20    

from

ERA GROUP INC.

as Borrower

to

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Collateral Agent

TABLE OF CONTENTS

		Page
Section 1.	Grant of Security		1
Section 2.	Security for Obligations		2
Section 3.	Borrower Remains Liable		2
Section 4.	Delivery of Collateral		3
Section 5.	Maintaining the Cash Collateral Account		3
Section 6.	Investing of Amounts in the Cash Collateral Account		3
Section 7.	Additional Deposits and Release of Amounts		3
Section 8.	Representations and Warranties		4
Section 9.	Further Assurances; Covenants		5
Section 10.	Place of Perfection; Records		6
Section 11.	Transfers and Other Liens		6
Section 12.	Collateral Agent Appointed Attorney-in-Fact		6
Section 13.	Collateral Agent May Perform		6
Section 14.	The Collateral Agent’s Duties		7
Section 15.	Remedies		7
Section 16.	Indemnity and Expenses		8
Section 17.	Amendments; Waivers; Etc.		8
Section 18.	Addresses for Notices		8
Section 19.	Continuing Security Interest; Assignments Under the Credit Agreement		9
Section 20.	Release and Termination		9
Section 21.	Invalidity		9
Section 22.	Headings		9
Section 23.	Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.		9

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CASH COLLATERAL AGREEMENT

CASH COLLATERAL AGREEMENT dated                      , 20     (this “Agreement”) made by ERA GROUP INC., a Delaware corporation with an office at 600 Airport Service Road, Lake Charles, Louisiana 70605 (the “Borrower”), to WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as collateral agent for the Secured Parties (as hereinafter defined) (together with any successor collateral agent appointed pursuant to Section 16 of the Credit Agreement referred to below, the “Collateral Agent”).

PRELIMINARY STATEMENTS:

(1) (i) The Borrower, (ii) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as mandated lead arrangers, (iii) WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS BANK, as bookrunners, (iv) WELLS FARGO, as administrative agent (in such capacity, the “Administrative Agent”), (v) JPMORGAN CHASE BANK, N.A., as syndication agent, (vi) DEUTSCHE BANK SECURITIES INC., SUNTRUST BANK and REGIONS BANK, as co-documentation agents, (vii) COMPASS BANK, WHITNEY BANK, GOLDMAN SACHS BANK USA, COMERICA BANK and THE NORTHERN TRUST COMPANY, as managing agents, (viii) Wells Fargo, as swing line bank (the “Swing Line Bank”) and (ix) the banks and financial institutions whose names and addresses are set out in Schedule A thereto (together with any assignee thereof pursuant to Section 11 thereto and the Swing Line Bank, the “Lenders”, and each a “Lender”), are parties to that certain Credit Agreement dated as of                      , 20     (said Credit Agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined).

(2) Pursuant to Section 3.13 of the Credit Agreement, the Borrower is required to enter into this agreement in order to, among other things, grant a security interest in a cash collateral account in favor of the Collateral Agent to secure the obligations of the Borrower in respect of Letters of Credit that shall remain outstanding after the Termination Date in favor of the Creditors.

(3) The Borrower has opened a non-interest bearing cash collateral account (the “Cash Collateral Account”) with Wells Fargo at its office at [            ], Account No. [            ], in the name of the Borrower but under the sole control and dominion of the Collateral Agent and subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises the Borrower hereby agrees with the Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties (as hereinafter defined) as follows:

Section 1. Grant of Security. The Borrower hereby assigns and pledges to the Collateral Agent for its benefit and the ratable benefit of each of the Lenders, the Agents and the Letter of Credit Issuers (being collectively referred to herein as the “Secured Parties”), and hereby grants to the Collateral Agent for its benefit and the ratable benefit of each Secured Party a security interest in, the following (collectively, the “Collateral”):

(a) the Cash Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Cash Collateral Account;

(b) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Investments;

(c) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Borrower in substitution for or in addition to any or all of the then existing Collateral;

(d) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and

(e) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) through (d) of this Section 1) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of the foregoing Collateral.

Section 2. Security for Obligations. This Agreement secures the payment of all obligations of the Borrower now or hereafter existing under the Letters of Credit, whether for for amounts drawn under the Letters of Credit, principal, interest, fees, expenses or otherwise (all such obligations being the “Secured Obligations”). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Borrower to the Collateral Agent or the Secured Parties under the Credit Agreements, Notes or Security Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower.

Section 3. Borrower Remains Liable. Anything herein to the contrary notwithstanding, (a) the Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent of any of the rights hereunder shall not release the Borrower from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) neither the Collateral Agent nor any Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall the Collateral Agent or any Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

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Section 4. Delivery of Collateral. On or before the Termination Date, the Borrower hereby agrees to deposit an amount equal to the Required Balance (as defined in Section 3.13 of the Credit Agreement) at such time to the Cash Collateral Account. All certificates or instruments representing or evidencing Collateral shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. In addition, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations.

Section 5. Maintaining the Cash Collateral Account. From and after the Termination Date and so long as any Secured Obligations shall remain unpaid or any Letters of Credit shall remain outstanding:

(a) The Borrower will maintain the Cash Collateral Account with Wells Fargo.

(b) It shall be a term and condition of the Cash Collateral Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Cash Collateral Account and except as otherwise provided by the provisions of Section 7 and Section 15, that no amount (including interest on Collateral Investments) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Borrower or any other Person from the Cash Collateral Account.

(c) All deposits to the Cash Collateral Account shall be United States Dollars and all books and records relating to the Collateral shall be maintained in United States Dollars.

The Cash Collateral Account shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect.

Section 6. Investing of Amounts in the Cash Collateral Account. If requested by the Borrower, the Collateral Agent will, subject to the provisions of Section 7 and Section 15, from time to time (a) invest amounts on deposit in the Cash Collateral Account in such Cash Equivalents in the name of the Collateral Agent as the Borrower may select and the Collateral Agent may approve and (b) invest interest paid on the Cash Equivalents referred to in clause (a) above, and reinvest other proceeds of any such Cash Equivalents that may mature or be sold, in each case in such Cash Equivalents in the name of the Collateral Agent as the Borrower may select and the Collateral Agent may approve (the Cash Equivalents referred to in clauses (a) and (b) above being collectively “Collateral Investments”). Interest and proceeds that are not invested or reinvested in Collateral Investments as provided above shall be deposited and held in the Cash Collateral Account.

Section 7. Additional Deposits and Release of Amounts.

(a) The Borrower shall make additional deposits to the Cash Collateral Account at the times and in the amounts from time to time required by Section 3.13 of the Credit Agreement. Upon receipt of instructions from the Administrative Agent, the Collateral Agent shall release funds to the Borrower in accordance with such instructions.

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(b) The Borrower hereby instructs and authorizes the Collateral Agent to debit the Cash Collateral Account the amount of each drawing, together with any taxes, fees, charges or other costs or expenses incurred by such Letter of Credit Issuer, on the day any Letter of Credit Issuer notifies the Borrower of such amount.

Section 8. Representations and Warranties. At the time of each deposit of funds to the Cash Collateral Account, the Borrower represents and warrants as follows:

(a) The chief place of business and chief executive office of the Borrower and the office where the Borrower keeps its records concerning the Collateral are located at the address first specified above for the Borrower.

(b) The Borrower is the legal and beneficial owner of the Collateral free and clear of any Lien, except for the security interest created by this Agreement. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent relating to this Agreement under the name of the Borrower.

(c) This Agreement and the pledge and assignment of the Collateral and the making of the filings pursuant hereto create a valid and perfected first priority security interest in the Collateral, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken.

(d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party is required either (i) for the grant by the Borrower of the assignment and security interest granted hereby or for the execution, delivery or performance of this Agreement by the Borrower, (ii) for the perfection or maintenance of the pledge, assignment and security interest created hereby (including the first priority nature of such pledge, assignment or security interest), except for the filing of financing and continuation statements under the Uniform Commercial Code, which financing statements have been duly filed, or (iii) for the exercise by the Collateral Agent of its rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement.

(e) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Borrower has all necessary power and authority, and the legal right, to make, deliver and perform this Agreement, and to consummate the transactions contemplated hereby. The Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, a legal, valid and binding obligation of the Borrower, enforceable against it accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

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(f) The execution, delivery and performance by the Borrower of this Agreement will not violate any laws applicable to the Borrower or any contractual obligation of the Borrower.

Section 9. Further Assurances; Covenants.

(a) The Borrower agrees that from time to time, at the expense of the Borrower, the Borrower will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect and protect any pledge, assignment or security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower will: (i) if any Collateral shall be evidenced by a promissory note or other instrument, deliver and pledge to the Collateral Agent hereunder such note or instrument duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; and (ii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the pledge, assignment and security interest granted or purported to be granted hereby.

(b) The Borrower hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral without the signature of the Borrower where permitted by law. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

(c) The Borrower will furnish to the Collateral Agent from time to time reports and statements in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail.

(d) The Borrower hereby agrees that, so long as any Secured Obligations shall remain unpaid or any Letter of Credit shall be outstanding, the Borrower shall:

(i) Financial Statements. Furnish to each Lender the financial statements required under Section 10.1(a)(vi) of the Credit Agreement.

(ii) Certificates; Other Information. Furnish to each Lender:

(A) promptly give notice to the Collateral Agent, the Administrative Agent and each Lender of any default in the performance of any obligation hereunder or under any Letter of Credit or the occurrence of any event described in Section 9.1 of the Credit Agreement; and

5

(B) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

(iii) Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and in all material respects in conformity with all requirements of law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of any Lender and any Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants, provided that discussions with the independent certified accountants shall be arranged by the Borrower.

Section 10. Place of Perfection; Records. The Borrower shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Collateral at the location specified in Section 8(a). The Borrower will hold and preserve such records, and will permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper.

Section 11. Transfers and Other Liens. The Borrower shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral except for the pledge, assignment and security interest created by this Agreement.

Section 12. Collateral Agent Appointed Attorney-in-Fact. The Borrower hereby irrevocably appoints the Collateral Agent the Borrower’s attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Collateral Agent’s discretion, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,

(b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above, and

(c) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Collateral or the rights of the Collateral Agent with respect to any of the Collateral.

Section 13. Collateral Agent May Perform. If the Borrower fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by the Borrower under Section 16(b).

6

Section 14. The Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent or any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Wells Fargo accords its own property.

Section 15. Remedies. If (i) the Borrower fails to make any payment to the Collateral Agent for deposit to the Cash Collateral Account required by Section 3.13 of the Credit Agreement within five days after any such payment becomes due in accordance with the terms of the Credit Agreement or pay any amounts drawn under the Letters of Credit when due (to the extent not paid pursuant to Section 7(b) hereof), (ii) the Borrower defaults in the performance or observance of any other obligation hereunder or under a Letter of Credit and such default shall continue unremedied for a period of 5 days or (iii) an Event of Default under the Credit Agreement shall have occurred and be continuing:

(a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at such time (the “N.Y. Uniform Commercial Code”) (whether or not the N.Y. Uniform Commercial Code applies to the affected Collateral) and also may without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Collateral Agent, be held by the Collateral Agent as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 16) in whole or in part by the Collateral Agent for the ratable benefit of the Secured Parties against, all or any part of the Secured Obligations in such order as the Collateral Agent shall elect. Any surplus of such cash or cash proceeds held by the Collateral Agent and remaining after payment in full of all the Secured Obligations shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive such surplus.

7

(c) The Collateral Agent may exercise any and all rights and remedies of the Borrower.

(d) All payments received by the Borrower in respect of the Collateral shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement).

(e) The Collateral Agent may, without notice to the Borrower except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Secured Obligations against the Cash Collateral Account or any part thereof.

Section 16. Indemnity and Expenses

(a) The Borrower agrees to indemnify the Collateral Agent from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting from the Collateral Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction.

(b) The Borrower will upon demand pay to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Secured Parties hereunder or (iv) the failure by the Borrower to perform or observe any of the provisions hereof.

Section 17. Amendments; Waivers; Etc. No amendment or waiver of any provision of this Agreement, and no consent to any departure by the Borrower herefrom, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Collateral Agent to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

Section 18. Addresses for Notices. All notices and other communications provided for hereunder shall be in writing (including facsimile or electronic mail) and, mailed, electronically mailed, transmitted by facsimile or delivered to the Borrower or to the Collateral Agent in care of the Administrative Agent, as the case may be, in each case addressed to it at its address specified in the Credit Agreement or, as to either party, at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this Section. All such notices and other communications shall be effective in accordance with Section 17 of the Credit Agreement.

8

Section 19. Continuing Security Interest; Assignments Under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the later of the payment in full in cash of the Secured Obligations and the expiration (without renewal) of all Letters of Credit, (b) be binding upon the Borrower, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent, the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and any note or instrument evidencing the Advances held by it to any other Person), and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as provided in Section 11 of the Credit Agreement.

Section 20. Release and Termination. Upon the later of the payment in full in cash of the Secured Obligations and the expiration (without renewal) of all Letters of Credit, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral then held by the Collateral Agent shall revert to the Borrower. Upon any such termination, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such termination.

Section 21. Invalidity. If any provision of this Agreement shall at any time for any reason be declared invalid, void or otherwise inoperative by a court of competent jurisdiction, (i) such declaration or decision shall not affect the validity of any other provision or provisions of this Agreement or the validity of this Agreement as a whole; (ii) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Collateral Agent in order to carry out the intentions of the parties hereto as nearly as may be possible; and (iii) the invalidity and unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction. In the event that it should transpire that by reason of any law or regulation, or by reason of a ruling of any court, or by any other reason whatsoever, the assignment herein contained is either wholly or partly defective, the Borrower hereby undertakes to furnish the Collateral Agent with an alternative assignment or alternative security and/or to do all such other acts as, in the sole reasonable opinion of the Collateral Agent e, shall be required in order to ensure and give effect to the full intent of this Agreement.

Section 22. Headings. In this Agreement, section headings are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.

Section 23. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

9

(b) The Borrower hereby irrevocably submits to the jurisdiction of the courts of the State of New York and of the United States District Court for the Southern District of New York in any action or proceeding brought against it by the Agents and the Collateral Agent under this Agreement or under any document delivered hereunder and the Borrower hereby irrevocably appoints Farkouh, Furman & Faccio, LLP, 460 Park Avenue, 12^th Floor, New York, NY 10022 (Attention: Fred Farkouh), its attorney-in-fact and agent for service of summons or other legal process thereon, which service may be made by serving a copy of any summons or other legal process in any such action or proceeding on such agent and such agent is hereby authorized and directed to accept by and on behalf of the Borrower service of summons and other legal process of any such action or proceeding against the Borrower. The service, as herein provided, of such summons or other legal process in any such action or proceeding shall be deemed personal service and accepted by the Borrower as such, and shall be legal and binding upon the Borrower for all the purposes of any such action or proceeding. Final judgment (a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness of the Borrower to any Agent or the Collateral Agent) against the Borrower in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment. The Borrower will advise the Collateral Agent promptly of any change of address of the foregoing agent or of the substitution of another agent therefor. In the event that the foregoing agent or any other agent appointed by the Borrower shall not be conveniently available for such service or if the Borrower fails to maintain an agent as provided herein, the Borrower hereby irrevocably appoints the person who then is the Secretary of State of the State of New York as such attorney-in-fact and agent. The Borrower will advise the foregoing agent of the appointment made hereby, but failure to so advise shall not affect the appointment made hereby. Notwithstanding anything herein to the contrary, the Agents and the Collateral Agent may bring any legal action or proceeding in any other appropriate jurisdiction.

(c) IT IS MUTUALLY AGREED BY AND AMONG THE BORROWER, THE AGENTS AND THE COLLATERAL AGENT THAT EACH OF THEM HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Borrower has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

ERA GROUP INC.
By
	Name:
	Title:

EX-10.26

Exhibit 10.26

Compensation Arrangements for the Executive Officers

Set forth below is a summary of the compensation by SEACOR Holdings Inc. (the “Company”) to its executive officers in their positions as of the date of filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “Form 10-K”). All of the Company’s executive officers are at-will employees whose compensation and employment status may be changed at any time in the discretion of the Company’s Board of Directors.

Base Salary. Effective January 1, 2012, the executive officers are scheduled to receive the following annual base salaries in their current positions:

Name and Current Position	Base Salary
Charles Fabrikant, Executive Chairman of the Board	$	700,000
Oivind Lorentzen, President and Chief Executive Officer	$	700,000
Dick Fagerstal, Senior Vice President, Corporate Development and Finance	$	350,000
Paul Robinson, Senior Vice President, General Counsel and Secretary	$	350,000
Richard Ryan, Senior Vice President and Chief Financial Officer	$	350,000
Matthew Cenac, Vice President and Chief Accounting Officer	$	280,000

Cash Bonus and Share Incentive Plan. In their current positions, the executive officers are eligible to:

• Receive an annual cash incentive award subject to the discretion of the Compensation Committee of the Board of Directors.

• Participate in incentive programs, which currently involve awards of restricted stock and stock options pursuant to SEACOR Holdings Inc.’s 2007 Share Incentive Plan (Exhibit 10.29 to the Company’s Form 10-K for the fiscal year ended December 31, 2007).

Benefit Plans and Other Arrangements. In their current positions, the executive officers are eligible to participate in the Company’s broad-based benefit programs generally available to its salaried employees, including health, disability and life insurance programs, a qualified 401(k) plan , and the employee stock purchase plan.

EX-10.27

Exhibit 10.27

Compensation of Non-Employee Directors

Directors who are not officers of SEACOR Holdings Inc. (the “Company”) receive an annual retainer of $52,000 and $2,000 for every regular and special Board and Committee meeting they attend via telephone and $4,000 for every regular and special Board and Committee meeting they attend in person.

Each member of the Board who is not an employee of the Company is also granted options and Common Stock pursuant to the SEACOR Holding Inc.’s 2007 Share Incentive Plan (Exhibit 10.29 to the Company’s Form 10-K for the fiscal year ended December 31, 2007).

EX-21.1

Exhibit 21.1

SEACOR HOLDINGS INC.

MAJORITY OWNED SUBSIDIARIES

AS OF DECEMBER 31, 2011

	Jurisdiction of Incorporation
Aeróleo Internacional, LLC	Delaware
Arawak Line (T&C) Ltd.	Turks & Caicos
Arctic Leasing LLC	Delaware
Boston Putford Offshore Safety Limited	England
CapSea Holdings LLC	Delaware
Caribbean Tugz LLC	Delaware
Caribship LLC	Delaware
Commodity Distributors LLC	Delaware
C-Terms Partners	Florida
Delaware Tanker Holding I, Inc.	Delaware
Delaware Tanker Holding II, Inc.	Delaware
Delaware Tanker Holding III, Inc.	Delaware
Delaware Tanker Holding IV, Inc.	Delaware
Delaware Tanker Holding V, Inc.	Delaware
Energy Logistics, Inc.	Delaware
Era Aeróleo LLC	Delaware
Era Canada LLC	Delaware
Era DHS LLC	Delaware
Era FBO LLC d/b/a Million Air	Delaware
Era Flightseeing LLC	Delaware
Era Group Inc.	Delaware
Era Helicopter Services LLC	Delaware
Era Helicópteros de México S. de R.L. de C.V.	Mexico
Era Helicopters (Mexico) LLC	Delaware
Era Helicopters, LLC	Delaware
Era Leasing LLC	Delaware
Era Med LLC	Delaware
Erie Trader II LLC	Delaware
F2 SEA Inc.	Delaware
Food Distribution LLC	Delaware
G & G Shipping Holdings LLC	Delaware
G&G Shipping, LLC	Delaware
Galaxie Offshore Barges LLC	Delaware
Galaxie Offshore L.L.C.	Louisiana

Gateway Terminals LLC	Delaware
Gem Shipping Inc.	Delaware
Gem Shipping Ltd.	Cayman Islands
Gilbert Cheramie Boats L.L.C.	Louisiana
Graham Offshore Barges LLC	Delaware
Graham Offshore LLC	Delaware
Graham Offshore Tugs LLC	Delaware
Illinois Corn Processing Holdings Inc.	Delaware
Industrial Equipment Repair, Inc.	Florida
Infraestructura Del Mar, S. de R.L. de C.V.	Mexico
Kendall 137 Avenue Holdings LLC	Delaware
Kinsman Lines, Inc.	Delaware
Lake Palma, S.L.	Spain
Liberty Services, Inc.	Louisiana
Lightship Limited Partner Holdings, LLC	Delaware
Lightship Partners, L.P.	Delaware
Lightship Tanker Holdings, LLC	Delaware
Lightship Tankers I LLC	Delaware
Lightship Tankers II LLC	Delaware
Lightship Tankers III LLC	Delaware
Lightship Tankers IV LLC	Delaware
Lightship Tankers V LLC	Delaware
Link Associates International Limited	England
Lone Star Marine Services, Inc.	Florida
Maranta S.A.	Argentina
McCall Boat Rentals Ocean Barges LLC	Delaware
McCall’s Boat Rentals Barges LLC	Delaware
McCall’s Boat Rentals L.L.C.	Louisiana
National Response Corp. Aruba N.V.	Aruba
National Response Corporation	Delaware
Natl Response Corporation of Puerto Rico	Delaware
Naviera Central S.A.	Colombia
NRC Environmental Services Inc.	Washington
O’Brien’s Response Management Inc.	Louisiana
O’Brien’s Response Management of Puerto Rico Inc.	Puerto Rico
OSRV Holdings, Inc.	Delaware

Pier Systems, Inc.	Washington
Port Dania Holdings I LLC	Delaware
Port Dania Holdings II LLC	Delaware
Rehab Al-Bahar for General Services, General Transport and General Trading LLC	Iraq
Response Equipment Corporation	Delaware
SAN Offshore Marine Inc.	Delaware
SB Erie Shipyard LLC	Delaware
SCF Barge Line LLC	Delaware
SCF Boats LLC	Delaware
SCF Colombia (MI) LLC	Marshall Islands
SCF Colombia (US) LLC	Delaware
SCF Colombia Fluvial S A S	Colombia
SCF Fleeting LLC	Delaware
SCF International LLC	Marshall Islands
SCF Investments LLC	Marshall Islands
SCF Lewis and Clark Fleeting LLC	Delaware
SCF Lewis and Clark Terminals LLC d/b/a Bulk Service Granite City d/b/a Bulk Service Tyler Street d/b/a Mid Coast Terminal	Delaware
SCF Marine Inc.	Delaware
SCF Memphis Development LLC	Delaware
SCF Real Estate LLC	Delaware
SCF Riverport LLC	Delaware
SCF Services LLC	Delaware
SCF Shipyards LLC	Delaware
SCF Terminals LLC	Delaware
SCF Towboat III, L.P.	Delaware
SCF Waxler Barge Line LLC	Delaware
SCF Waxler Marine LLC d/b/a Waxler Transportation Company	Delaware
SCF/JAR Investments LLC	Delaware
SCFM Towing LLC	Delaware
Sea Mar Offshore LLC	Delaware
Seabulk America LLC	Delaware
Seabulk Angola Holdings, Inc.	Marshall Islands
Seabulk Chemical Transport Inc.	Delaware

Seabulk Command, Inc.	Marshall Islands
Seabulk Congo, Inc.	Liberia
Seabulk E. G. Holdings, Inc.	Marshall Islands
Seabulk Eagle II, Inc.	Marshall Islands
Seabulk Energy Carriers, Inc.	Florida
Seabulk Energy Transport, Inc.	Florida
Seabulk Freedom, Inc.	Marshall Islands
Seabulk General Partner LLC	Delaware
Seabulk Ghana Holdings Inc.	Marshall Islands
Seabulk Global Carriers, Inc.	Marshall Islands
Seabulk Global Transport, Inc.	Marshall Islands
Seabulk International, Inc.	Delaware
Seabulk Island Transport, Inc.	Marshall Islands
Seabulk Jasper, Inc.	Marshall Islands
Seabulk Lincoln, Inc.	Marshall Islands
Seabulk Marine International Inc.	Delaware
Seabulk Marine Services, Inc.	Florida
Seabulk Master, Inc.	Marshall Islands
Seabulk Ocean Transport, Inc.	Florida
Seabulk Offshore Dubai, Inc.	Florida
Seabulk Offshore Equatorial Guinea, S.L.	Equatorial Guinea
Seabulk Offshore Holdings, Inc.	Marshall Islands
Seabulk Offshore International FZE	United Arab Emirates
Seabulk Offshore International, Inc.	Florida
Seabulk Offshore LLC	Delaware
Seabulk Offshore Marine Management, Inc.	Liberia
Seabulk Offshore Operators Trinidad Limited	Trinidad and Tobago
Seabulk Offshore Operators, Inc.	Florida
Seabulk Offshore Venture Holdings Inc.	Marshall Islands
Seabulk Offshore Vessel Holdings Inc.	Marshall Islands
Seabulk Operators, Inc.	Florida
Seabulk Overseas Transport Investments Inc.	Marshall Islands
Seabulk Overseas Transport, Inc.	Marshall Islands
Seabulk Partners LP	Delaware
Seabulk Petroleum Transport, Inc.	Florida
Seabulk South Atlantic LLC	Delaware

Seabulk Tankers, Inc.	Delaware
Seabulk Tims I, Inc.	Marshall Islands
Seabulk Towing Services, Inc.	Florida
Seabulk Towing, Inc.	Delaware
Seabulk Transmarine II, Inc.	Florida
Seabulk Transport Inc.	Delaware
SEACAP (MI) Inc.	Marshall Islands
Seacap APT Leasing Inc.	Delaware
SEACAP AW LLC	Marshall Islands
SEACAP Leasing Associates LLC	Delaware
SEACAP Leasing Associates II LLC	Delaware
SEACAP Leasing Associates III LLC	Delaware
SEACAP Leasing Associates IV LLC	Delaware
SEACAP Leasing Associates V LLC	Delaware
SEACAP Leasing Associates VI LLC	Delaware
SEACAP Leasing Associates VII LLC	Delaware
Seacap Leasing Associates VIII LLC	Delaware
SEACAP Leasing Associates IX LLC	Delaware
SEACOR (GP) KS	Norway
SEACOR Acadian Companies Inc.	Delaware
SEACOR Asset Management LLC	Delaware
SEACOR Bulk Carriers Inc.	Marshall Islands
SEACOR Cameroun SARL	Cameroun
SEACOR Capital (Asia) Limited	Hong Kong
SEACOR Capital (Singapore) Pte. Ltd.	Singapore
SEACOR Capital (UK) Limited	England
SEACOR Capital Corporation	Delaware
SEACOR Colombia Fluvial (MI) LLC	Marshall Islands
SEACOR Commodity Trading LLC	Delaware
SEACOR Commodity Trading S.R.L.	Argentina
SEACOR Communications Inc.	Delaware
SEACOR CTU Inc.	Delaware
SEACOR Energy Canada Limited	Alberta, Canada
SEACOR Energy Group Inc.	Delaware
SEACOR Energy Holdings Inc.	Delaware
SEACOR Energy Inc.	Delaware

SEACOR Environmental Products LLC	Delaware
SEACOR Environmental Services (Kazakhstan)	Kazakhstan
SEACOR Environmental Services (Middle East) Limited, Limited Liability Company	United Arab Emirates
SEACOR Environmental Services Inc.	Delaware
SEACOR Flex AS	Norway
SEACOR Inland River Transport Inc.	Delaware
SEACOR International Chartering Inc.	Delaware
SEACOR International Limited	England
SEACOR Management Services Inc.	Delaware
SEACOR Marine (Asia) Pte. Ltd.	Singapore
SEACOR Marine (Bahamas) Inc.	Marshall Islands
SEACOR Marine (Cyprus) Ltd.	Cyprus
SEACOR Marine (International) Limited	England
SEACOR Marine (Nigeria) L.L.C.	Louisiana
SEACOR Marine Australia Pty Ltd	Australia
SEACOR Marine AZ LLC	Azerbaijan
SEACOR Marine Guernsey Ltd.	Guernsey
SEACOR Marine International Barges LLC	Delaware
SEACOR Marine International LLC	Delaware
SEACOR Marine LLC	Delaware
SEACOR Marine Waxler Boats LLC	Delaware
SEACOR Meridian Inc.	Delaware
SEACOR Ocean Boats Inc.	Delaware
SEACOR Ocean Investments LLC	Delaware
SEACOR Ocean Transport Inc.	Delaware
SEACOR Offshore (Marshall Islands) Ltd.	Marshall Islands
SEACOR Offshore (VZ) LLC	Delaware
SEACOR Offshore Abu Dhabi, Inc.	Florida
SEACOR Offshore Barges LLC	Delaware
SEACOR Offshore do Brasil Ltda.	Brazil
SEACOR Offshore Dubai (L.L.C.)	United Arab Emirates
SEACOR Offshore Freight Trading Ltd.	Marshall Islands
SEACOR Offshore LLC	Delaware
SEACOR Offshore Ocean Barges LLC	Delaware
SEACOR Offshore Services Inc.	Delaware

SEACOR Overseas Investment Inc.	Delaware
SEACOR Payroll Management LLC	Delaware
SEACOR Rail Management & Leasing LLC	Delaware
SEACOR Real Estate Development LLC	Delaware
SEACOR Real Estate Holdings Inc.	Delaware
SEACOR Response (Asia Pacific) Ltd.	Thailand
SEACOR Response (B.V.I.) Ltd.	British Virgin Islands
SEACOR Response (East Africa) Limited	Uganda
SEACOR Response (UK) Limited	England
SEACOR Response (West Africa) LLC	Marshall Islands
SEACOR Response Inc.	Delaware
SEACOR Response Ltd.	Marshall Islands
SEACOR Senegal Sarl	Senegal
SEACOR Sugar LLC	Delaware
SEACOR Supplyships 1 AS	Norway
SEACOR Tankers LLC	Delaware
SEACOR Vision Barges LLC	Delaware
SEACOR Vision Ocean Barges LLC	Delaware
SEACOR Worldwide (AZ) Inc.	Delaware
SEACOR Worldwide (Ghana) LLC	Delaware
SEACOR Worldwide Barges LLC	Delaware
SEACOR Worldwide Inc.	Delaware
SEACOR Worldwide Ocean Barges LLC	Delaware
SEACOR/Avion Zhuhai Logistics Company Limited	People’s Republic of China
SEACOR-SMIT Offshore (International) Ltd.	Marshall Islands
Seaspraie Holdings LLC	Delaware
SESAR Ltd.	Marshall Islands
Solid Resources, LLC	Florida
South Atlantic Response S.A.	Argentina
South of Fleet Street, LLC	Tennessee
South Sea Serviços Marítimos Ltda.	Brazil
Southern Crewing Services Limited	England
Soylutions LLC	Illinois
Star Aviation Crewing Ltd.	British Virgin Islands
Stirling Marine Limited	Scotland

Stirling Offshore Limited	Scotland
Stirling Shipping Company Limited	Scotland
Stirling Shipping Holdings Limited	Scotland
Storm Shipping Inc.	Delaware
V & A Commodity Traders, Inc.	New York
V&A Commodity Traders Importação e Exportação do Brasil Ltda.	Brazil
V&A Commodity Traders LLC	Delaware
V&A Commodity Traders Sàrl	Geneva
Vector-Seacor Ltd.	England
VEESEA Holdings Inc.	Delaware
Venezuelan Response Corporation, C.A.	Venezuela
VENSEA Marine, S.R.L.	Venezuela
Vensea Offshore Ltd.	Bahamas
WCRY LLC	Illinois
Weston Barge Line, Inc.	Delaware
Wheeler Creek Grain LLC	Illinois
Windcat Workboats B.V.	The Netherlands
Windcat Workboats Holdings Ltd	England and Wales
Windcat Workboats Limited	England and Wales
Yarnell Offshore (MI) Ltd.	Marshall Islands

SEACOR HOLDINGS INC.

50% OR LESS OWNED SUBSIDIARIES

AS OF DECEMBER 31, 2011

	Jurisdiction of Incorporation
593448 B.C. Ltd.	British Colombia, Canada
7506406 Canada Inc.	Alberta, Canada
Aeróleo Táxi Aéreo S/A	Brazil
Apical Industries, Inc.	California
Applied Environmental Equipment LLC	California
Aptwater, Inc.	Delaware
AS Offshore Ghana Services Limited	Ghana
Asian Sky Group Limited	Hong Kong
Avion Pacific Limited	Hong Kong
Bunge-SCF Grain, LLC	Delaware
Canam Aerospace, Inc.	British Colombia, Canada
C-Lift LLC	Delaware
Dart Aerospace Ltd.	Alberta, Canada
Dart Helicopter Services Canada Inc.	Ontario, Canada
Dart Helicopter Services, Inc.	Delaware
Dart Holding Company Ltd.	Alberta, Canada
Dart Sales Inc.	Alberta, Canada
Dynamic Offshore Drilling Limited	Cyprus
Eagle Fabrication, LLC	Illinois
Era Do Brazil LLC	Delaware
Era Training Center LLC	Delaware
Geneva Aviation Incorporated	Delaware
GEPBULK S.L.	Equatorial Guinea
GTI AW I	Republic of Mauritius
Hawker Pacific Airservices Limited	Hong Kong
Illinois Corn Processing, LLC	Delaware
Magsaysay-Seacor Inc.	Philippines
Mantenimiento Express Maritimo S.A.P.I. de C.V.	Mexico
Marine Environmental Services (Thailand) Ltd.	Thailand
Marine Seacor Pte. Ltd.	Singapore
Nautical Power (International) LLC	Marshall Islands
Nautical Power, L.L.C.	Delaware
O’Brien’s do Brasil Consultoria em Emergencias e Meio Ambiente S/A	Brazil
Offshore Helicopter Support Services, Inc.	Louisiana

	Jurisdiction of Incorporation
Phoenix Tanker LLC	Delaware
SCF Bunge Marine LLC	Delaware
SCFCo Holdings LLC	Marshall Islands
Sea Treasure Shipping Ltd.	Liberia
Seabulk Offshore de Angola, Lda.	Angola
Seabulk Offshore de Mexico, S.A. de C.V.	Mexico
SEA-CAT CREWZER LLC	Delaware
SEACOR Grant AS	Norway
SEACOR Grant DIS	Norway
SEACOR Supplyships 1 KS	Norway
SeaJon LLC	Delaware
SeaTiger Asset Management LLC	Marshall Islands
SeaTiger Holdings LLC	Marshall Islands
SES-HAZTEC Serviços de Resposta a Emergencias S.A.	Brazil
SESMEKE Çevre Koruma Hizmetleri Ticaret Limited Şirketi	Turkey
SESMEKE Ltd.	Marshall Islands
ShipServ Inc.	Delaware
Smit-Lloyd Mainport (Ireland) Ltd.	Ireland
Smit-Lloyd Matsas (Hellas) Shipping Co. S.A.	Greece
Societe de Gestion des Services Portuaires	Republic of the Congo
Svitzer Idku (S.A.E)	Egypt
Tiger Finance Corporation (Cayman) Limited	Cayman Islands

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-3 No. 333-05483) of SEACOR Holdings Inc.,

(2) Registration Statement (Form S-3 No. 333-11705) of SEACOR Holdings Inc.,

(3) Registration Statement (Form S-3 No. 333-20921) of SEACOR Holdings Inc.,

(4) Registration Statement (Form S-3 No. 333-22249) of SEACOR Holdings Inc.,

(5) Registration Statement (Form S-3 No. 333-162024) of SEACOR Holdings Inc.,

(6) Registration Statement (Form S-3 No. 333-37492) of SEACOR SMIT Inc.,

(7) Registration Statement (Form S-3 No. 333-53326) of SEACOR SMIT Inc.,

(8) Registration Statement (Form S-3 No. 333-56842) of SEACOR SMIT Inc.,

(9) Registration Statement (Form S-3 No. 333-101373) of SEACOR SMIT Inc.,

(10) Registration Statement (Form S-3 No.333-53874) of SEACOR SMIT Inc.,

(11) Registration Statement (Form S-4 No. 333-124232) of SEACOR Holdings Inc.,

(12) Registration Statement (Form S-4 No. 333-38841) of SEACOR SMIT Inc.,

(13) Registration Statement (Form S-4 No. 333-53320) of SEACOR SMIT Inc.,

(14) Registration Statement (Form S-8 No. 333-12637) pertaining to the 1992 Non-qualified Stock Option Plan and 1996 Share Incentive Plan of SEACOR Holdings Inc.,

(15) Registration Statement (Form S-8 No. 333-105340) pertaining to the 2003 Share Incentive Plan of SEACOR SMIT Inc.,

(16) Registration Statement (Form S-8 No. 333-105346) pertaining to the 2003 Share Incentive Plan of SEACOR SMIT Inc.,

(17) Registration Statement (Form S-8 No. 333-126613) pertaining to the Seabulk International, Inc. Amended and Restated Equity Ownership Plan and Stock Option Plan for Directors of SEACOR Holdings Inc.,

(18) Registration Statement (Form S-8 No. 333-143066) pertaining to the 2007 Share Incentive Plan of SEACOR Holdings Inc.,

(19) Registration Statement (Form S-8 No. 333-179655) pertaining to the SEACOR Holdings Inc. 2009 Employee Stock Purchase Plan, and

(20) Registration Statement (Form S-8 No. 333-179656) pertaining to the SEACOR Holdings Inc. 2007 Share Incentive Plan;

of our reports dated February 24, 2012, with respect to the consolidated financial statements and schedule of SEACOR Holdings Inc., and the effectiveness of internal control over financial reporting of SEACOR Holdings Inc., included in this Annual Report (Form 10-K) of SEACOR Holdings Inc. for the year ended December 31, 2011.

/s/ Ernst & Young LLP

Certified Public Accountants

Miami, Florida

February 24, 2012

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Charles Fabrikant, certify that:

1. I have reviewed this Annual Report on Form 10-K of SEACOR Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2012

/S/ CHARLES FABRIKANT

Charles Fabrikant,

Executive Chairman of the Board
(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Richard Ryan, certify that:

1. I have reviewed this Annual Report on Form 10-K of SEACOR Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2012

/S/ RICHARD RYAN

Richard Ryan,

Senior Vice President and Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles Fabrikant, as Principal Executive Officer of SEACOR Holdings Inc. (the “Company”), certify, pursuant to 18 U.S.C. §1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the accompanying Annual Report on Form 10-K for the period ending December 31, 2011 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 24, 2012

/S/ CHARLES FABRIKANT

Charles Fabrikant,

Executive Chairman of the Board

EX-32.2

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Ryan, as Principal Financial Officer of SEACOR Holdings Inc. (the “Company”), certify, pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the accompanying Annual Report on Form 10-K for the period ending December 31, 2011 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 24, 2012

/S/ RICHARD RYAN

Richard Ryan,

Senior Vice President and Chief Financial Officer

XML

Major Customers And Segment Information (Tables)

12 Months Ended

Dec. 31, 2011

Major Customers And Segment Information [Abstract]

Revenues Attributed By Geographical Region

	2011		2010		2009
Operating Revenues:
United States	$	1,505,704	$	2,229,353	$	1,190,218
Africa, primarily West Africa		77,306		123,073		191,360
Europe, primarily North Sea		87,680		76,009		73,848
Asia		18,462		34,809		35,737
Middle East		57,937		58,904		81,970
Brazil, Mexico, Central and South America		352,983		103,136		115,703
Other		41,870		24,084		22,502
	$	2,141,942	$	2,649,368	$	1,711,338

Property And Equipment Based Upon The Assets' Physical Location

	2011		2010		2009
Property and Equipment:
United States	$	1,441,862	$	1,340,611	$	1,386,745
Africa, primarily West Africa		90,483		129,198		128,745
Europe, primarily North Sea		111,292		76,154		69,893
Asia		61,830		44,496		49,550
Middle East		76,062		65,314		83,107
Brazil, Mexico, Central and South America		315,375		267,623		306,265
Other		89,168		45,326		54,443
	$	2,186,072	$	1,968,722	$	2,078,748

Operating Results, Capital Expenditures And Assets By Reporting Segment

	Offshore Marine Services $'000			Aviation Services $'000			Inland River Services $'000		Marine Transportation Services $'000			Environmental Services $'000			Commodity Trading and Logistics $'000			Other $'000			Corporate and Eliminations $'000			Total $'000
For the year ended December 31, 2011
Operating Revenues:
External customers		376,607			258,130			177,212		92,786			211,606			955,688			69,913			—			2,141,942
Intersegment		181			18			10,445		350			30			—			15			(11,039	)		—
		376,788			258,148			187,657		93,136			211,636			955,688			69,928			(11,039	)		2,141,942
Costs and Expenses:
Operating		269,203			162,707			119,499		53,095			136,013			940,506			37,691			(10,527	)		1,708,187
Administrative and general		47,201			31,893			11,339		8,864			33,014			8,404			11,942			34,890			187,547
Depreciation and amortization		48,477			42,612			23,494		22,079			9,473			57			8,774			1,858			156,824
		364,881			237,212			154,332		84,038			178,500			948,967			58,407			26,221			2,052,558
Gains (Losses) on Asset Dispositions and Impairments, Net		14,661			15,172			2,964		1,125			(54	)		—			226			(144	)		33,950
Operating Income (Loss)		26,568			36,108			36,289		10,223			33,082			6,721			11,747			(37,404	)		123,334
Other Income (Expense):
Derivative losses, net		—			(1,326	)		—		—			—			(5,734	)		—			(29,075	)		(36,135	)
Foreign currency gains (losses), net		(3,102	)		516			—		(11	)		12			104			(98	)		3,395			816
Other, net		278			9			4		274			2			(167	)		981			(521	)		860
Equity in Earnings (Losses) of 50% or Less Owned Companies		9,189			82			4,136		(74	)		(53	)		(1,815	)		(1,524	)		—			9,941
Segment Profit (Loss)		32,933			35,389			40,429		10,412			33,043			(891	)		11,106
Other Income (Expense) not included in Segment Profit																									(35,481	)
Less Equity Earnings included in Segment Profit																									(9,941	)
Income Before Taxes and Equity Earnings																									53,394
Capital Expenditures		88,248			158,929			44,693		12,516			8,397			130			16,356			3,043			332,312
As of December 31, 2011
Property and Equipment		654,819			709,451			383,292		226,142			37,045			229			154,945			20,149			2,186,072
Investments, at Equity, and Advances to 50% or Less Owned Companies		68,330			50,263			50,183		12,284			2,279			11,790			56,709			—			251,838
Goodwill		13,367			352			4,345		550			45,151			—			1,302			—			65,067
Intangible Assets		5,971			—			7,324		1,528			6,586			—			417			—			21,826
Other current and long-term assets, excluding cash and near cash assets(1)		131,921			91,648			74,987		4,675			63,221			116,100			73,520			31,505			587,577
Segment Assets		874,408			851,714			520,131		245,179			154,282			128,119			286,893
Cash and near cash assets(1)																									815,754
Total Assets																									3,928,134

(1) Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds.

	Offshore Marine Services $'000		Aviation Services $'000			Inland River Services $'000		Marine Transportation Services $'000			Environmental Services $'000			Commodity Trading and Logistics $'000			Other $'000			Corporate and Eliminations $'000			Total $'000
For the year ended December 31, 2010
Operating Revenues:
External customers		499,885		235,395			149,273		76,163			874,361			741,896			72,395			—			2,649,368
Intersegment		15,971		(29	)		12,424		—			32			—			440			(28,838	)		—
		515,856		235,366			161,697		76,163			874,393			741,896			72,835			(28,838	)		2,649,368
Costs and Expenses:
Operating		309,587		147,233			97,178		39,275			593,288			729,135			43,365			(28,834	)		1,930,227
Administrative and general		50,795		25,798			10,691		5,002			31,555			11,435			11,472			45,770			192,518
Depreciation and amortization		51,760		43,351			20,721		28,645			8,396			61			8,803			1,753			163,490
		412,142		216,382			128,590		72,922			633,239			740,631			63,640			18,689			2,286,235
Gains (Losses) on Asset Dispositions and Impairments, Net		29,474		764			31,928		(18,688	)		510			—			1,203			47			45,238
Operating Income (Loss)		133,188		19,748			65,035		(15,447	)		241,664			1,265			10,398			(47,480	)		408,371
Other Income (Expense):
Derivative gains (losses), net		—		(118	)		—		—			—			(4,580	)		—			10,903			6,205
Foreign currency gains (losses), net		1,622		(1,511	)		—		22			(105	)		(531	)		(16	)		(5,608	)		(6,127	)
Other, net		1		50			2,237		—			1			787			44			597			3,717
Equity in Earnings (Losses) of 50% or Less Owned Companies		9,306		(137	)		3,708		—			683			(604	)		223			—			13,179
Segment Profit (Loss)		144,117		18,032			70,980		(15,425	)		242,243			(3,663	)		10,649
Other Income (Expense) not included in Segment Profit (Loss)																								(38,687	)
Less Equity Earnings included in Segment Profit																								(13,179	)
Income Before Taxes and Equity Earnings																								373,479
Capital Expenditures		80,172		130,770			23,610		6,254			7,341			—			12,656			(10,177	)		250,626
As of December 31, 2010
Property and Equipment		613,506		612,078			317,628		218,615			34,618			156			153,014			19,107			1,968,722
Investments, at Equity, and Advances to 50% or Less Owned Companies		45,384		27,912			40,553		—			2,160			14,467			51,911			—			182,387
Goodwill		13,367		353			1,743		—			45,014			—			1,302			—			61,779
Intangible Assets		8,013		—			1,094		1,936			9,596			—			530			—			21,169
Other current and long-term assets, excluding cash and near cash assets(1)		138,456		72,570			61,499		4,034			230,164			63,680			44,267			57,689			672,359
Segment Assets		818,726		712,913			422,517		224,585			321,552			78,303			251,024
Cash and near cash assets(1)																								853,973
Total Assets																								3,760,389

(1) Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds.

	Offshore Marine Services $'000			Aviation Services $'000			Inland River Services $'000		Marine Transportation Services $'000			Environmental Services $'000			Commodity Trading and Logistics $'000			Other $'000			Corporate and Eliminations $'000			Total $'000
For the year ended December 31, 2009
Operating Revenues:
External customers		557,269			235,595			143,503		92,866			145,648			472,575			63,882			—			1,711,338
Intersegment		5,022			72			11,595		—			119			—			472			(17,280	)		—
		562,291			235,667			155,098		92,866			145,767			472,575			64,354			(17,280	)		1,711,338
Costs and Expenses:
Operating		309,635			147,955			89,444		50,568			103,761			460,713			40,572			(17,552	)		1,185,096
Administrative and general		47,031			21,396			8,764		4,122			25,452			12,644			10,422			32,167			161,998
Depreciation and amortization		54,869			37,358			19,357		32,006			7,150			29			8,172			1,151			160,092
		411,535			206,709			117,565		86,696			136,363			473,386			59,166			15,766			1,507,186
Gains (Losses) on Asset Dispositions and Impairments, Net		22,490			316			4,706		—			(197	)		—			363			(3	)		27,675
Operating Income (Loss)		173,246			29,274			42,239		6,170			9,207			(811	)		5,551			(33,049	)		231,827
Other Income (Expense):
Derivative gains (losses), net		(175	)		266			—		—			—			4,028			—			6,842			10,961
Foreign currency gains (losses), net		2,451			1,439			—		(1	)		9			498			136			3,555			8,087
Other, net		182			—			—		—			—			25			(54	)		91			244
Equity in Earnings (Losses) of 50% or Less Owned Companies		9,867			(487	)		3,882		—			225			(95	)		(811	)		—			12,581
Segment Profit		185,571			30,492			46,121		6,169			9,441			3,645			4,822
Other Income (Expense) not included in Segment Profit																									(36,105	)
Less Equity Earnings included in Segment Profit																									(12,581	)
Income Before Taxes and Equity Earnings																									215,014
Capital Expenditures		39,135			90,762			14,711		124			7,336			120			23,076			4,760			180,024
As of December 31, 2009
Property and Equipment		727,256			523,195			267,971		364,745			35,728			228			155,599			4,026			2,078,748
Investments, at Equity, and Advances to 50% or Less Owned Companies		48,460			26,399			84,581		—			2,109			14,567			10,698			—			186,814
Goodwill		13,367			353			1,743		—			37,806			—			1,302			—			54,571
Intangible Assets		10,226			—			1,465		2,332			8,891			—			640			—			23,554
Other current and long-term assets, excluding cash and near cash assets(1)		171,521			69,679			56,914		8,658			41,943			86,676			27,061			59,673			522,125
Segment Assets		970,830			619,626			412,674		375,735			126,477			101,471			195,300
Cash and near cash assets(1)																									857,807
Total Assets																									3,723,619

(1) Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds.

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Derivative Instruments And Hedging Strategies (Narrative) (Details) In Millions, unless otherwise specified	12 Months Ended					12 Months Ended						12 Months Ended			12 Months Ended
	Dec. 31, 2011 Interest Rate Swap Agreements [Member] USD ($)	Dec. 31, 2011 Interest Rate Swap Agreements [Member] Cash Flow Hedges [Member] USD ($)	Dec. 31, 2011 Forward Currency Exchange Contracts [Member] Fair Value Hedges [Member] EUR (€)	Dec. 31, 2010 Forward Currency Exchange Contracts [Member] Fair Value Hedges [Member] EUR (€)	Dec. 31, 2011 Forward Currency Exchange, Option And Future Contracts [Member] USD ($)	Dec. 31, 2011 Offshore Marine Services [Member] Interest Rate Swap Agreements [Member] USD ($)	Dec. 31, 2011 Offshore Marine Services [Member] Interest Rate Swap Agreements [Member] Cash Flow Hedges [Member]	Dec. 31, 2011 Inland River Services [Member] Interest Rate Swap Agreements [Member]	Dec. 31, 2011 Inland River Services [Member] Interest Rate Swap Agreements [Member] Cash Flow Hedges [Member] USD ($)	Dec. 31, 2011 Minimum [Member] Interest Rate Swap Agreements [Member]	Dec. 31, 2011 Minimum [Member] Interest Rate Swap Agreements [Member] Cash Flow Hedges [Member]	Dec. 31, 2011 Minimum [Member] Forward Currency Exchange, Option And Future Contracts [Member] months	Dec. 31, 2011 Maximum [Member] Interest Rate Swap Agreements [Member]	Dec. 31, 2011 Maximum [Member] Interest Rate Swap Agreements [Member] Cash Flow Hedges [Member]	Dec. 31, 2011 Maximum [Member] Forward Currency Exchange, Option And Future Contracts [Member] months
Derivative [Line Items]
Notional value of forward currency exchange contracts			€ 87.3
Notional value of forward currency exchange contracts designated			57.8	56.0
Notional amount of foreign currency derivative instruments matured			85.5
Notional Amount Of Foreign Currency Derivative Instruments Matured			85.5
Interest rate swap agreement maturity range, start	2012	2013						2013
Interest rate swap agreement maturity range, end	2013	2014							2015
Fixed interest rate range, start									1.53%	1.79%	2.25%
Fixed interest rate range, end									4.16%				2.59%	2.85%
Notional value of interest rate swap agreement		125.0				19.6			53.7
Interest rate swap agreement maturity date						2014	2015
Fixed interest rate						3.05%	1.48%
Notional value of foreign currency purchase contract					56.4
Forward contract duration ceiling												12			18
Notional value of interest rate swap agreement not designated	$ 95.9					$ 25.6

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Nature Of Operations And Accounting Policies (Schedule Of Deferred Gain Activity) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Deferred Revenue Arrangement [Line Items]
Balance at beginning of period	$ 113,871	$ 58,008	$ 61,613
Deferred gains arising from vessel sales	14,319	76,914	17,471
Amortization of deferred gains included in operating expenses as a reduction to rental expense	(22,191)	(17,819)	(16,960)
Amortization of deferred gains included in gains on asset dispositions and impairments, net	(2,947)	(3,232)	(3,487)
Reductions of deferred gains on repurchased vessels and other	(10)		(629)
Balance at end of period	103,042	113,871	58,008
Vessel Sales To The Company's 50% Or Less Owned Companies [Member]
Deferred Revenue Arrangement [Line Items]
Balance at beginning of period	17,965	35,223	37,591
Deferred gains arising from vessel sales		1,000
Amortization of deferred gains included in operating expenses as a reduction to rental expense	(1,437)	(6,063)	(2,368)
Amortization of deferred gains included in gains on asset dispositions and impairments, net		(12,195)
Balance at end of period	$ 16,528	$ 17,965	$ 35,223

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Income Taxes (Schedule Of Income Before Income Tax Expense (Benefit) And Equity In Earnings Of 50% Or Less Owned Companies) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Income Tax Contingency [Line Items]
Income Before Income Tax Expense and Equity In Earnings of 50% or Less Owned Companies	$ 53,394	$ 373,479	$ 215,014
United States [Member]
Income Tax Contingency [Line Items]
Income Before Income Tax Expense and Equity In Earnings of 50% or Less Owned Companies	65,831	347,423	151,814
Foreign [Member]
Income Tax Contingency [Line Items]
Income Before Income Tax Expense and Equity In Earnings of 50% or Less Owned Companies	(7,508)	17,141	50,975
Eliminations And Other [Member]
Income Tax Contingency [Line Items]
Income Before Income Tax Expense and Equity In Earnings of 50% or Less Owned Companies	$ (4,929)	$ 8,915	$ 12,225

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Derivative Instruments And Hedging Strategies (Fair Values Of Derivative Instruments) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Derivative [Line Items]
Derivative Asset	$ 4,122	$ 22,164
Derivative Liability	13,049	21,010
Derivatives Designated As Hedging Instruments [Member]
Derivative [Line Items]
Derivative Asset		1,368
Derivative Liability	4,899	5,757
Derivatives Not Designated As Hedging Instruments [Member]
Derivative [Line Items]
Derivative Asset	4,122	20,796
Derivative Liability	8,150	15,253
Forward Currency Exchange Contracts [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivative [Line Items]
Derivative Asset		1,368
Derivative Liability		697
Interest Rate Swap Agreements [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivative [Line Items]
Derivative Liability	4,899	5,060
Interest Rate Swap Agreements [Member] | Derivatives Not Designated As Hedging Instruments [Member]
Derivative [Line Items]
Derivative Liability	3,167	2,578
Options On Equities And Equity Indices [Member] | Derivatives Not Designated As Hedging Instruments [Member]
Derivative [Line Items]
Derivative Asset	257
Derivative Liability	1,637	1,504
Forward Currency Exchange, Option And Future Contracts [Member] | Derivatives Not Designated As Hedging Instruments [Member]
Derivative [Line Items]
Derivative Asset	10	1,872
Derivative Liability	1,128	329
Commodity Swap, Option And Future Contracts, Exchange Traded [Member] | Derivatives Not Designated As Hedging Instruments [Member]
Derivative [Line Items]
Derivative Asset	838	3,466
Derivative Liability	2,089	9,726
Commodity Swap, Option And Future Contracts, Non-Exchange Traded [Member] | Derivatives Not Designated As Hedging Instruments [Member]
Derivative [Line Items]
Derivative Asset	3,017	4,938
Derivative Liability	129	1,112
U.S. Treasury Notes, Rate Locks And Bond Future And Option Contracts [Member] | Derivatives Not Designated As Hedging Instruments [Member]
Derivative [Line Items]
Derivative Asset		10,520
Derivative Liability		$ 4

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Capital Lease Obligations (Details) (USD $)	Dec. 31, 2011	Dec. 31, 2010
Capital Lease Obligations [Abstract]
2012	$ 2,668,000
2013	2,971,000
2014	12,000
2015	12,000
2016	9,000
Total minimum lease payments	5,672,000
Premium on capital leases	138,000
Less amounts representing interest	(374,000)
Present value of minimum lease payments (including current portion of $2,368)	5,436,000
Capital lease obligations	10,400,000	11,000,000
Current portion of capital lease obligations	$ 2,368,000	$ 1,030,000

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Nature Of Operations And Accounting Policies (Schedule Of Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross, Beginning Balance	$ 49,120	$ 46,286
Acquired intangible assets	6,602	2,841
Foreign currency translation	2	(7)
Intangible Assets, Gross, Ending Balance	54,989	49,120	46,286
Accumulated Amortization, Beginning Balance	(27,951)	(22,732)
Amortization expense	(5,947)	(5,219)	5,000
Fully amortized intangible assets	(735)
Fully amortized intangible assets, Accumulated Amortization	735
Accumulated Amortization, Ending Balance	(33,163)	(27,951)	(22,732)
Weighted average remaining contractual life, in years	4.94
Software/Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross, Beginning Balance	1,190	600
Acquired intangible assets		590
Intangible Assets, Gross, Ending Balance	590	1,190
Accumulated Amortization, Beginning Balance	(638)	(390)
Amortization expense	(208)	(248)
Fully amortized intangible assets	(600)
Fully amortized intangible assets, Accumulated Amortization	600
Accumulated Amortization, Ending Balance	(246)	(638)
Weighted average remaining contractual life, in years	2.92
Acquired Contractual Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross, Beginning Balance	5,836	4,772
Acquired intangible assets	3,809	1,064
Intangible Assets, Gross, Ending Balance	9,645	5,836
Accumulated Amortization, Beginning Balance	(3,868)	(3,347)
Amortization expense	(1,092)	(521)
Accumulated Amortization, Ending Balance	(4,960)	(3,868)
Weighted average remaining contractual life, in years	6.02
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross, Beginning Balance	34,601	34,107
Acquired intangible assets	2,793	500
Foreign currency translation	2	(6)
Intangible Assets, Gross, Ending Balance	37,346	34,601
Accumulated Amortization, Beginning Balance	(19,839)	(16,280)
Amortization expense	(3,446)	(3,559)
Fully amortized intangible assets	(50)
Fully amortized intangible assets, Accumulated Amortization	50
Accumulated Amortization, Ending Balance	(23,235)	(19,839)
Weighted average remaining contractual life, in years	4.88
Non-Compete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross, Beginning Balance	1,619	1,002
Acquired intangible assets		617
Intangible Assets, Gross, Ending Balance	1,534	1,619
Accumulated Amortization, Beginning Balance	(747)	(434)
Amortization expense	(570)	(313)
Fully amortized intangible assets	(85)
Fully amortized intangible assets, Accumulated Amortization	85
Accumulated Amortization, Ending Balance	(1,232)	(747)
Weighted average remaining contractual life, in years	1.33
Trademark/Tradenames [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross, Beginning Balance	5,874	5,805
Acquired intangible assets		70
Foreign currency translation		(1)
Intangible Assets, Gross, Ending Balance	5,874	5,874
Accumulated Amortization, Beginning Balance	(2,859)	(2,281)
Amortization expense	(631)	(578)
Accumulated Amortization, Ending Balance	$ (3,490)	$ (2,859)
Weighted average remaining contractual life, in years	3.86

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Construction Reserve Funds (Tables)

12 Months Ended

Dec. 31, 2011

Construction Reserve Funds [Abstract]

Construction Reserve Funds

	2011			2010			2009
Withdrawals	$	(82,553	)	$	(56,727	)	$	(70,009	)
Deposits		18,642			97,846			55,269
	$	(63,911	)	$	41,119		$	(14,740	)

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Common Stock (Details) (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Stock Repurchase Program [Line Items]
Treasury stock, shares acquired	843,400	1,811,700	606,576
Payments for repurchase of common stock	$ 71,290,000	$ 137,068,000	$ 45,854,000
Repurchase program, remaining authorized repurchase amount	41,800,000
Repurchase program, total authorized repurchase amount	150,000,000
Special cash dividend		$ 15.00
Dividends, Cash		(319,682,000)
Outstanding common shares receiving dividends		21,312,130
Restricted Stock Units [Member]
Stock Repurchase Program [Line Items]
Dividends, Cash		$ 5,000,000
Outstanding restricted shares receiving dividends		334,099

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Income Taxes (Components Of The Net Deferred Income Tax Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Income Taxes [Abstract]
Property and Equipment	$ 514,764	$ 510,415
Unremitted earnings of foreign subsidiaries	39,640	42,652
Investments in 50% or Less Owned Companies	14,675	9,186
Long-term Debt	15,627	15,627
Other	14,591	18,406
Total deferred tax liabilities	599,297	596,286
Foreign tax credit carryforwards	4,697	11,007
Share award plans	10,473	4,802
Other	27,848	25,698
Total deferred tax assets	43,018	41,507
Valuation allowance	(7,526)	(7,659)
Net deferred tax assets	35,492	33,848
Net deferred tax liabilities	$ 563,805	$ 562,438

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Major Customers And Segment Information (Operating Results, Capital Expenditures And Assets By Reportable Segments) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2011		Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010		Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009
Segment Reporting Information [Line Items]
External customers											$ 2,141,942		$ 2,649,368		$ 1,711,338
Operating Revenues	561,808		571,424	536,446	472,264	580,384		979,833	694,576	394,575	2,141,942		2,649,368		1,711,338
Operating											1,708,187		1,930,227		1,185,096
Administrative and general											187,547		192,518		161,998
Depreciation and amortization											156,824		163,490		160,092
Total costs and expenses											2,052,558		2,286,235		1,507,186
Gains (Losses) on Asset Dispositions and Impairments, Net											33,950		45,238		27,675
Operating Income	41,791		28,438	31,050	22,055	39,643		228,571	126,516	13,641	123,334		408,371		231,827
Derivative gains (losses), net											(36,135)		6,205		10,961
Foreign currency gains (losses), net											816		(6,127)		8,087
Other, net											860		3,717		244
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax											9,941		13,179		12,581
Other Income (Expense) not included in Segment Profit											(35,481)		(38,687)		(36,105)
Less Equity Earnings included in Segment Profit											(9,941)		(13,179)		(12,581)
Income Before Income Tax Expense (Benefit) and Equity in Earnings of 50% or Less Owned Companies											53,394		373,479		215,014
Capital Expenditures											332,312		250,626		180,024
Property and Equipment	2,186,072					1,968,722					2,186,072		1,968,722		2,078,748
Investments, at Equity, and Advances to 50% or Less Owned Companies	251,838					182,387					251,838		182,387		186,814
Goodwill	65,067					61,779					65,067		61,779		54,571
Intangible Assets, Net	21,826					21,169					21,826		21,169		23,554
Other current and long-term assets, excluding cash and near cash assets	587,577	[1]				672,359	[1]				587,577	[1]	672,359	[1]	522,125	[1]
Cash and near cash assets	815,754	[1]				853,973	[1]				815,754	[1]	853,973	[1]	857,807	[1]
Total Assets	3,928,134					3,760,389					3,928,134		3,760,389		3,723,619
Offshore Marine Services [Member]
Segment Reporting Information [Line Items]
External customers											376,607		499,885		557,269
Intersegment											181		15,971		5,022
Operating Revenues											376,788		515,856		562,291
Operating											269,203		309,587		309,635
Administrative and general											47,201		50,795		47,031
Depreciation and amortization											48,477		51,760		54,869
Total costs and expenses											364,881		412,142		411,535
Gains (Losses) on Asset Dispositions and Impairments, Net											14,661		29,474		22,490
Operating Income											26,568		133,188		173,246
Derivative gains (losses), net															(175)
Foreign currency gains (losses), net											(3,102)		1,622		2,451
Other, net											278		1		182
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax											9,189		9,306		9,867
Segment Profit (Loss)											32,933		144,117		185,571
Capital Expenditures											88,248		80,172		39,135
Property and Equipment	654,819					613,506					654,819		613,506		727,256
Investments, at Equity, and Advances to 50% or Less Owned Companies	68,330					45,384					68,330		45,384		48,460
Goodwill	13,367					13,367					13,367		13,367		13,367
Intangible Assets, Net	5,971					8,013					5,971		8,013		10,226
Other current and long-term assets, excluding cash and near cash assets	131,921	[1]				138,456	[1]				131,921	[1]	138,456	[1]	171,521	[1]
Segment Assets	874,408					818,726					874,408		818,726		970,830
Aviation Services [Member]
Segment Reporting Information [Line Items]
External customers											258,130		235,395		235,595
Intersegment											18		(29)		72
Operating Revenues											258,148		235,366		235,667
Operating											162,707		147,233		147,955
Administrative and general											31,893		25,798		21,396
Depreciation and amortization											42,612		43,351		37,358
Total costs and expenses											237,212		216,382		206,709
Gains (Losses) on Asset Dispositions and Impairments, Net											15,172		764		316
Operating Income											36,108		19,748		29,274
Derivative gains (losses), net											(1,326)		(118)		266
Foreign currency gains (losses), net											516		(1,511)		1,439
Other, net											9		50
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax											82		(137)		(487)
Segment Profit (Loss)											35,389		18,032		30,492
Capital Expenditures											158,929		130,770		90,762
Property and Equipment	709,451					612,078					709,451		612,078		523,195
Investments, at Equity, and Advances to 50% or Less Owned Companies	50,263					27,912					50,263		27,912		26,399
Goodwill	352					353					352		353		353
Other current and long-term assets, excluding cash and near cash assets	91,648	[1]				72,570	[1]				91,648	[1]	72,570	[1]	69,679	[1]
Segment Assets	851,714					712,913					851,714		712,913		619,626
Inland River Services [Member]
Segment Reporting Information [Line Items]
External customers											177,212		149,273		143,503
Intersegment											10,445		12,424		11,595
Operating Revenues											187,657		161,697		155,098
Operating											119,499		97,178		89,444
Administrative and general											11,339		10,691		8,764
Depreciation and amortization											23,494		20,721		19,357
Total costs and expenses											154,332		128,590		117,565
Gains (Losses) on Asset Dispositions and Impairments, Net											2,964		31,928		4,706
Operating Income											36,289		65,035		42,239
Other, net											4		2,237
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax											4,136		3,708		3,882
Segment Profit (Loss)											40,429		70,980		46,121
Capital Expenditures											44,693		23,610		14,711
Property and Equipment	383,292					317,628					383,292		317,628		267,971
Investments, at Equity, and Advances to 50% or Less Owned Companies	50,183					40,553					50,183		40,553		84,581
Goodwill	4,345					1,743					4,345		1,743		1,743
Intangible Assets, Net	7,324					1,094					7,324		1,094		1,465
Other current and long-term assets, excluding cash and near cash assets	74,987	[1]				61,499	[1]				74,987	[1]	61,499	[1]	56,914	[1]
Segment Assets	520,131					422,517					520,131		422,517		412,674
Marine Transportation Services [Member]
Segment Reporting Information [Line Items]
External customers											92,786		76,163		92,866
Intersegment											350
Operating Revenues											93,136		76,163		92,866
Operating											53,095		39,275		50,568
Administrative and general											8,864		5,002		4,122
Depreciation and amortization											22,079		28,645		32,006
Total costs and expenses											84,038		72,922		86,696
Gains (Losses) on Asset Dispositions and Impairments, Net											1,125		(18,688)
Operating Income											10,223		(15,447)		6,170
Foreign currency gains (losses), net											(11)		22		(1)
Other, net											274
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax											(74)
Segment Profit (Loss)											10,412		(15,425)		6,169
Capital Expenditures											12,516		6,254		124
Property and Equipment	226,142					218,615					226,142		218,615		364,745
Investments, at Equity, and Advances to 50% or Less Owned Companies	12,284										12,284
Goodwill	550										550
Intangible Assets, Net	1,528					1,936					1,528		1,936		2,332
Other current and long-term assets, excluding cash and near cash assets	4,675	[1]				4,034	[1]				4,675	[1]	4,034	[1]	8,658	[1]
Segment Assets	245,179					224,585					245,179		224,585		375,735
Environmental Services [Member]
Segment Reporting Information [Line Items]
External customers											211,606		874,361		145,648
Intersegment											30		32		119
Operating Revenues											211,636		874,393		145,767
Operating											136,013		593,288		103,761
Administrative and general											33,014		31,555		25,452
Depreciation and amortization											9,473		8,396		7,150
Total costs and expenses											178,500		633,239		136,363
Gains (Losses) on Asset Dispositions and Impairments, Net											(54)		510		(197)
Operating Income											33,082		241,664		9,207
Foreign currency gains (losses), net											12		(105)		9
Other, net											2		1
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax											(53)		683		225
Segment Profit (Loss)											33,043		242,243		9,441
Capital Expenditures											8,397		7,341		7,336
Property and Equipment	37,045					34,618					37,045		34,618		35,728
Investments, at Equity, and Advances to 50% or Less Owned Companies	2,279					2,160					2,279		2,160		2,109
Goodwill	45,151					45,014					45,151		45,014		37,806
Intangible Assets, Net	6,586					9,596					6,586		9,596		8,891
Other current and long-term assets, excluding cash and near cash assets	63,221	[1]				230,164	[1]				63,221	[1]	230,164	[1]	41,943	[1]
Segment Assets	154,282					321,552					154,282		321,552		126,477
Commodity Trading And Logistics [Member]
Segment Reporting Information [Line Items]
External customers											955,688		741,896		472,575
Operating Revenues											955,688		741,896		472,575
Operating											940,506		729,135		460,713
Administrative and general											8,404		11,435		12,644
Depreciation and amortization											57		61		29
Total costs and expenses											948,967		740,631		473,386
Operating Income											6,721		1,265		(811)
Derivative gains (losses), net											(5,734)		(4,580)		4,028
Foreign currency gains (losses), net											104		(531)		498
Other, net											(167)		787		25
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax											(1,815)		(604)		(95)
Segment Profit (Loss)											(891)		(3,663)		3,645
Capital Expenditures											130				120
Property and Equipment	229					156					229		156		228
Investments, at Equity, and Advances to 50% or Less Owned Companies	11,790					14,467					11,790		14,467		14,567
Other current and long-term assets, excluding cash and near cash assets	116,100	[1]				63,680	[1]				116,100	[1]	63,680	[1]	86,676	[1]
Segment Assets	128,119					78,303					128,119		78,303		101,471
Other [Member]
Segment Reporting Information [Line Items]
External customers											69,913		72,395		63,882
Intersegment											15		440		472
Operating Revenues											69,928		72,835		64,354
Operating											37,691		43,365		40,572
Administrative and general											11,942		11,472		10,422
Depreciation and amortization											8,774		8,803		8,172
Total costs and expenses											58,407		63,640		59,166
Gains (Losses) on Asset Dispositions and Impairments, Net											226		1,203		363
Operating Income											11,747		10,398		5,551
Foreign currency gains (losses), net											(98)		(16)		136
Other, net											981		44		(54)
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax											(1,524)		223		(811)
Segment Profit (Loss)											11,106		10,649		4,822
Capital Expenditures											16,356		12,656		23,076
Property and Equipment	154,945					153,014					154,945		153,014		155,599
Investments, at Equity, and Advances to 50% or Less Owned Companies	56,709					51,911					56,709		51,911		10,698
Goodwill	1,302					1,302					1,302		1,302		1,302
Intangible Assets, Net	417					530					417		530		640
Other current and long-term assets, excluding cash and near cash assets	73,520	[1]				44,267	[1]				73,520	[1]	44,267	[1]	27,061	[1]
Segment Assets	286,893					251,024					286,893		251,024		195,300
Corporate And Eliminations [Member]
Segment Reporting Information [Line Items]
Intersegment											(11,039)		(28,838)		(17,280)
Operating Revenues											(11,039)		(28,838)		(17,280)
Operating											(10,527)		(28,834)		(17,552)
Administrative and general											34,890		45,770		32,167
Depreciation and amortization											1,858		1,753		1,151
Total costs and expenses											26,221		18,689		15,766
Gains (Losses) on Asset Dispositions and Impairments, Net											(144)		47		(3)
Operating Income											(37,404)		(47,480)		(33,049)
Derivative gains (losses), net											(29,075)		10,903		6,842
Foreign currency gains (losses), net											3,395		(5,608)		3,555
Other, net											(521)		597		91
Capital Expenditures											3,043		(10,177)		4,760
Property and Equipment	20,149					19,107					20,149		19,107		4,026
Other current and long-term assets, excluding cash and near cash assets	$ 31,505	[1]				$ 57,689	[1]				$ 31,505	[1]	$ 57,689	[1]	$ 59,673	[1]

[1] Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds.

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Derivative Instruments And Hedging Strategies (Recognized Gains (Losses) On Derivative Instruments Designated As Cash Flow Hedges) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Derivative Instruments And Hedging Strategies [Abstract]
Interest rate swap agreements, effective portion, Other comprehensive income (loss)	$ (3,419)	$ (7,589)	$ (1,507)
Interest rate swap agreements, ineffective portion, Derivative gains (losses), net	(46)	122	(392)
Reclassification of derivative losses to interest expense or equity in earnings of 50% or less owned companies, Other comprehensive income (loss)	2,519	3,390	1,193
Gains (Losses) on derivative instruments designated as cash flow hedges, Other comprehensive income (loss)	(900)	(4,199)	(314)
Gains (losses) on derivative instruments designated as cash flow hedges, Derivative gains (losses), net	$ (46)	$ 122	$ (392)

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Long-Term Debt (Schedule Of Company's Borrowings) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011		Dec. 31, 2010
Debt Instrument [Line Items]
Outstanding borrowings under term loan	$ 995,450		$ 697,427
Other	116,423		87,805
Long-term Debt, Gross	1,049,348		725,789
Portion due within one year	(41,091)	[1]	(14,618)	[1]
Unamortized discount	12,807		13,744
Long-Term Debt	995,450		697,427
7.375% Senior Notes [Member]
Debt Instrument [Line Items]
Senior Notes	233,500		233,500
Unamortized discount	1,300
5.875% Senior Notes [Member]
Debt Instrument [Line Items]
Senior Notes	176,519		178,724
Unamortized discount	200
Title XI Bonds [Member]
Debt Instrument [Line Items]
Outstanding borrowings under term loan	95,906		100,760
Unamortized discount	10,300
Long-Term Debt	95,906		100,760
SEACOR Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Revolving Credit Facility	175,000		125,000
ERA Group Inc. Senior Secured Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Revolving Credit Facility	252,000
Other [Member]
Debt Instrument [Line Items]
Unamortized discount	$ 1,000

[1] Excludes $176.5 million, in principal amount, of the Company's 5.875% Senior Notes due in 2012 as the Company has the ability and current intent to repay the outstanding balance by drawing on the SEACOR Revolving Credit Facility, which matures in 2013.

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Commitments And Contingencies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Apr. 20, 2011	Jul. 20, 2010	Jun. 12, 2009
Commitments and Contingencies [Line Items]
Potential reduction amount of liability	$ 43.6
Total unfunded capital commitments	312.5
Purchase commitments payable during the period	199.3
Unrecorded unconditional purchase obligation	312.5
Percentage of interest to be exercised beginning August 19, 2012 through August 19, 2014	12.50%
Additional percentage of interest to be exercised beginning August 19, 2013 through August 19, 2015	12.50%
Number of defendants						3
Number of claims				66
Number of representitves for civil action					2
Proposed tax penalties		12.6
Tax assessment levied	25.7
Liquidated amount liability	1.4
Total rental expense for operating leases	57.9	56.0	65.5
Number of plantiffs	117
Managed Vessels [member]
Commitments and Contingencies [Line Items]
Tax assessment levied	19.3
Offshore Support Vessels [Member]
Commitments and Contingencies [Line Items]
Number of equipment leases	24
Helicopters [Member]
Commitments and Contingencies [Line Items]
Number of equipment leases	11
Barges [Member]
Commitments and Contingencies [Line Items]
Number of equipment leases	2
Tankers [Members]
Commitments and Contingencies [Line Items]
Number of equipment leases	2
Environmental Services [Member]
Commitments and Contingencies [Line Items]
Percentage of outstanding common stock to be acquired by third party	25.00%
Subsequent Event [Member]
Commitments and Contingencies [Line Items]
Total unfunded capital commitments	50.3
Unrecorded unconditional purchase obligation	$ 50.3
Minimum [Member]
Commitments and Contingencies [Line Items]
Duration of the lease	130
Maximum [Member]
Commitments and Contingencies [Line Items]
Duration of the lease	146

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Share Based Compensation (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011 years	Dec. 31, 2010 years	Dec. 31, 2009 years
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock authorized for grant under the Share Incentive Plans		4,650,000
Exercise price per share of options granted, percentage, minimum		100.00%
Restricted stock and restricted stock units vesting period, minimum		one
Restricted stock and restricted stock units vesting period, maximum		five
Common stock made available for purchase under the Employee Stock Purchase Plans, offering period, months		six
Common Stock approved for purchase under the Employee Stock Purchase Plans		600,000
Recognized compensation expense		$ 21.9	$ 19.6	$ 13.4
Unrecognized compensation costs		42.2
Compensation costs expected to be recognized in 2012		14.7
Compensation costs expected to be recognized in 2013		11.4
Weighted average values of grants		$ 56.57	$ 53.05	$ 36.57
Weighted average expected volatility		30.70%	29.30%	31.50%
Weighted average discount rates		1.65%	1.86%	2.04%
Expected lives		5.73	5.90	5.66
Total grant date fair value of restricted stock and restricted stock units vested		1.6	18.9	8.0
Additional compensation expense			3.1
Aggregate intrinsic value of exercised stock options		6.8	13.6	3.8
Weighted average remaining contractual term for total outstanding stock options		6.25
Weighted average remaining contractual term for vested/exercisable stock options		3.90
Aggregate intrinsic value of options outstanding		27.8
Aggregate intrinsic value of vested/exercisable options outstanding		$ 18.8
Special Cash Dividend Declared and Paid Per Common Share of SEACOR Holdings Inc.	$ 15.00		$ 15.00
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock and restricted stock units vesting period, minimum		one
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock and restricted stock units vesting period, maximum		five

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Commitments And Contingencies (Future Minimum Payments Under Operating Leases) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011
Commitments And Contingencies [Abstract]
Total Minimum Payments, 2012	$ 44,564
Total Minimum Payments, 2013	41,806
Total Minimum Payments, 2014	36,582
Total Minimum Payments, 2015	32,533
Total Minimum Payments, 2016	26,152
Total Minimum Payments, Years subsequent to 2016	127,456
Non-cancellable Subleases, 2012	(17,392)	[1]
Non-cancellable Subleases, 2013	(17,345)	[1]
Non-cancellable Subleases, 2014	(17,345)	[1]
Non-cancellable Subleases, 2015	(17,345)	[1]
Non-cancellable Subleases, 2016	(17,392)	[1]
Non-cancellable Subleases, Years subsequent to 2016	(110,817)	[1]
Net Minimum Payments, 2012	27,172
Net Minimum Payments, 2013	24,461
Net Minimum Payments, 2014	19,237
Net Minimum Payments, 2015	15,188
Net Minimum Payments, 2016	8,760
Net Minimum Payments, Years subsequent to 2016	$ 16,639

[1] The total minimum offsetting payments to be received under existing long-term bareboat charter-out arrangements (see Note 4).

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Long-Term Debt (Schedule Of Long-Term Debt Maturities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011		Dec. 31, 2010
Long-Term Debt [Abstract]
2012	$ 41,091	[1]	$ 14,618	[1]
2013	365,810
2014	14,957
2015	44,962
2016	264,689
Years subsequent to 2016	317,839
Long-term Debt, Gross	$ 1,049,348		$ 725,789

[1] Excludes $176.5 million, in principal amount, of the Company's 5.875% Senior Notes due in 2012 as the Company has the ability and current intent to repay the outstanding balance by drawing on the SEACOR Revolving Credit Facility, which matures in 2013.

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Income Taxes (Components Of Income Tax Expense (Benefit)) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Income Taxes [Abstract]
State	$ 2,505	$ 12,115	$ 3,278
Federal	14,977	126,992	5,723
Foreign	10,938	11,938	10,486
Current Income Tax Expense (Benefit), Total	28,420	151,045	19,487
State	(1,845)	(1,386)	1,901
Federal	(5,285)	(9,035)	61,152
Foreign	(105)	50	(48)
Deferred Income Tax Expense (Benefit), Total	(7,235)	(10,371)	63,005
Income tax expense (benefit)	$ 21,185	$ 140,674	$ 82,492

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Quarterly Financial Information

12 Months Ended

Dec. 31, 2011

Quarterly Financial Information [Abstract]

Quarterly Financial Information

18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Selected financial information for interim quarterly periods is presented below (in thousands, except share data). Earnings per common share of SEACOR Holdings Inc. are computed independently for each of the quarters presented and the sum of the quarterly earnings per share may not necessarily equal the total for the year.

	Three Months Ended
	Dec. 31,		Sept. 30,		June 30,		March 31,
2011
Operating Revenues	$	561,808	$	571,424	$	536,446	$	472,264
Operating Income		41,791		28,438		31,050		22,055
Net Income		17,252		4,062		9,367		11,469
Net Income attributable to SEACOR Holdings Inc.		17,040		3,815		9,031		11,170
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	0.81	$	0.18	$	0.43	$	0.53
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	0.80	$	0.18	$	0.42	$	0.52
2010
Operating Revenues	$	580,384	$	979,833	$	694,576	$	394,575
Operating Income		39,643		228,571		126,516		13,641
Net Income		27,200		150,272		64,647		3,865
Net Income attributable to SEACOR Holdings Inc.		27,103		149,938		64,082		3,601
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	1.30	$	7.21	$	2.95	$	0.16
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	1.27	$	7.14	$	2.93	$	0.16
Special Cash Dividend Declared and Paid Per Common Share of SEACOR Holdings Inc.	$	15.00	$	—	$	—	$	—

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Nature Of Operations And Accounting Policies (Schedule Of Other Comprehensive Income (Loss) And Allocated Income Tax (Expense) Benefit) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Other Comprehensive Income (Loss) and Allocated Income Tax (Expense) Benefit [Line Items]
Other comprehensive income (loss), Other	$ (1,531)
Income tax (expense) benefit, Accumulated Other Comprehensive Loss	494	2,034	(964)
Foreign currency translation adjustments, Net-of-Tax Amount	(1,089)	(1,447)	3,187
Derivative losses on cash flow hedges, Net-of-Tax Amount (See Note 3)	(3,419)	(7,589)	(1,507)
Other comprehensive income (loss)	(1,037)	(3,779)	1,785
Total equity	1,808,063	1,797,365	1,965,891	1,642,228
Foreign Currency Gain Loss [Member]
Other Comprehensive Income (Loss) and Allocated Income Tax (Expense) Benefit [Line Items]
Foreign currency translation adjustments, Before-Tax Amount				(5,045)
Other comprehensive income (loss), Foreign Currency Translation Adjustments	(629)	(1,443)	3,063
Income tax (expense) benefit, Foreign Currency Translation Adjustments	220	504	(1,074)
Foreign currency translation adjustments, Net-of-Tax Amount	(4,404)	(3,995)	(3,056)
Other [Member]
Other Comprehensive Income (Loss) and Allocated Income Tax (Expense) Benefit [Line Items]
Other comprehensive income (loss), Other	116	(171)
Income tax (expense) benefit, Other	(41)	60
Other, Ending Balance	(36)	(111)
Common Stock [Member]
Other Comprehensive Income (Loss) and Allocated Income Tax (Expense) Benefit [Line Items]
Total equity	364	361	356	324
Additional Paid-In Capital [Member]
Other Comprehensive Income (Loss) and Allocated Income Tax (Expense) Benefit [Line Items]
Total equity	1,256,209	1,225,296	1,182,023	956,457
Shares Held In Treasury [Member]
Other Comprehensive Income (Loss) and Allocated Income Tax (Expense) Benefit [Line Items]
Total equity	(971,687)	(903,004)	(768,438)	(724,357)
Retained Earnings [Member]
Other Comprehensive Income (Loss) and Allocated Income Tax (Expense) Benefit [Line Items]
Total equity	1,512,679	1,471,623	1,546,581	1,402,771
Accumulated Other Comprehensive Loss [Member]
Other Comprehensive Income (Loss) and Allocated Income Tax (Expense) Benefit [Line Items]
Other comprehensive income (loss), Accumulated Other Comprehensive Loss	(1,413)	(5,813)	2,749
Income tax (expense) benefit, Accumulated Other Comprehensive Loss	494	2,034	(964)
Other comprehensive income (loss)	(919)	(3,779)	1,785
Total equity	(7,958)	(7,039)	(3,260)	(5,045)
Non-Controlling Interests In Subsidiaries [Member]
Other Comprehensive Income (Loss) and Allocated Income Tax (Expense) Benefit [Line Items]
Foreign currency translation adjustments, Before-Tax Amount	(118)
Other comprehensive income (loss), Foreign Currency Translation Adjustments	(118)
Other comprehensive income (loss)	(118)
Total equity	18,456	10,128	8,629	12,078
Cash Flow Hedges [Member]
Other Comprehensive Income (Loss) and Allocated Income Tax (Expense) Benefit [Line Items]
Other comprehensive income (loss), Derivative Gains (Losses) on Cash Flow Hedges	(900)	(4,199)	(314)
Income tax (expense) benefit, Derivative Gains (Losses) on Cash Flow Hedges	315	1,470	110
Derivative losses on cash flow hedges, Net-of-Tax Amount (See Note 3)	$ (3,518)	$ (2,933)	$ (204)

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Nature Of Operations And Accounting Policies (Narrative) (Details) (USD $)	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011		Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Nature of Operations and Accounting Policies [Line Items]
Deferred revenues	$ 10,022,000				$ 29,322,000				$ 10,022,000		$ 29,322,000	$ 15,015,000	$ 3,314,000
Additional deferred revenue									8,665,000		20,259,000	24,803,000
Inventory write-down									5,300,000		5,800,000
Depreciation									150,900,000		158,300,000	155,100,000
Capitalized interest									5,800,000		3,600,000	2,300,000
Estimates useful life of intangible assets, maximum (in years)									10
Estimated useful life of intangible assets, minimum (in years)									2
Amortization expense									(5,947,000)		(5,219,000)	5,000,000
Impairment charges									100,000		19,000,000	2,300,000
Operating income	41,791,000	28,438,000	31,050,000	22,055,000	39,643,000	228,571,000	126,516,000	13,641,000	123,334,000		408,371,000	231,827,000
Amortization expense for deferred financing costs.									500,000		500,000	1,000,000
Diluted earnings per common share of SEACOR excluded									338,920		281,265	810,260
Time Charter Of Several Offshore Support Vessels [Member]
Nature of Operations and Accounting Policies [Line Items]
Deferred revenues					9,700,000						9,700,000
Offshore Support Vessels [Member]
Nature of Operations and Accounting Policies [Line Items]
Estimated useful life (in years)									20
Helicopters [Member]
Nature of Operations and Accounting Policies [Line Items]
Estimated useful life (in years)									15	[1]
Inland River Dry Cargo And Deck Barges [Member]
Nature of Operations and Accounting Policies [Line Items]
Estimated useful life (in years)									20
Inland River Liquid Tank Barges [Member]
Nature of Operations and Accounting Policies [Line Items]
Estimated useful life (in years)									25
Inland River Towboats [Member]
Nature of Operations and Accounting Policies [Line Items]
Estimated useful life (in years)									25
U.S. -Flag Tankers [Member]
Nature of Operations and Accounting Policies [Line Items]
Estimated useful life (in years)									25
Harbor And Offshore Tugs [Member]
Nature of Operations and Accounting Policies [Line Items]
Estimated useful life (in years)									25
Ocean Liquid Tank Barges [Member]
Nature of Operations and Accounting Policies [Line Items]
Estimated useful life (in years)									25
Drydocking [Member]
Nature of Operations and Accounting Policies [Line Items]
Impairment charges									18,700,000
Vessel [Member]
Nature of Operations and Accounting Policies [Line Items]
Fair value of vessels	5,000,000								5,000,000
Seabulk America [Member]
Nature of Operations and Accounting Policies [Line Items]
Gain on sale of assets	1,100,000								1,100,000
Operating income											5,200,000	12,400,000
Minimum [Member]
Nature of Operations and Accounting Policies [Line Items]
Percentage of voting rights of investee									20.00%
Maximum [Member]
Nature of Operations and Accounting Policies [Line Items]
Percentage of voting rights of investee									50.00%
Fifty Percent Or Less Owned Companies [Member]
Nature of Operations and Accounting Policies [Line Items]
Impairment charges												$ 1,100,000

[1] Effective July 1, 2011, the Company changed its estimated useful life and salvage value for helicopters from 12 to 15 years and 30% to 40%, respectively, due to improvements in new aircraft models that continue to increase their long-term value and make them viable for operation over a longer period of time. For the six months ended December 31, 2011, the change in estimate increased operating income by $7.6 million, net income by $4.9 million and basic and diluted earnings per share by $0.23.

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Long-Term Debt (Narrative) (Other) (Details) (USD $)	12 Months Ended																	12 Months Ended				12 Months Ended		12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011 7.375% Senior Notes [Member]	Dec. 31, 2010 7.375% Senior Notes [Member]	Dec. 31, 2011 2.875% Convertible Debentures [Member]	Dec. 31, 2011 5.875% Senior Notes [Member]	Dec. 31, 2010 5.875% Senior Notes [Member]	Dec. 31, 2011 5.875% Senior Notes [Member] Subsequent Period [Member]	Dec. 31, 2011 Title XI Bonds [Member]	Dec. 31, 2010 Title XI Bonds [Member]	Dec. 31, 2011 Other Payables [Member]	Dec. 31, 2010 Other Payables [Member]	Dec. 31, 2009 Other Payables [Member]	Dec. 31, 2011 Other Letters Of Credit [Member]	Dec. 31, 2011 Base Rate Margin [Member]	Dec. 31, 2011 LIBOR Margin [Member]	Dec. 31, 2012 SEACOR Revolving Credit Facility [Member]	Dec. 31, 2011 SEACOR Revolving Credit Facility [Member]	Dec. 31, 2011 ERA Group Inc. Senior Secured Revolving Credit Facility [Member]	Dec. 31, 2011 Minimum [Member] Title XI Bonds [Member]	Dec. 31, 2011 Minimum [Member] Base Rate Margin [Member]	Dec. 31, 2011 Minimum [Member] LIBOR Margin [Member]	Dec. 31, 2011 Maximum [Member] Base Rate Margin [Member]	Dec. 31, 2011 Maximum [Member] LIBOR Margin [Member]	Dec. 31, 2011 Standby Letters of Credit [Member] ERA Group Inc. Senior Secured Revolving Credit Facility [Member]	Nov. 30, 2011 Previous Credit Facility Amount [Member] SEACOR Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Outstanding borrowings under revolving credit facility																			$ 405,000,000	$ 350,000,000							$ 450,000,000
Letters of credit outstanding amount															60,500,000				1,500,000							50,000,000
Debt Instrument Basis Spread On Variable Rate	0.50%															1.40%	2.60%	0.675%	0.60%			1.00%	2.10%	200.00%	3.35%
Current borrowings under revolving credit facility																			50,000,000
Spead over LIBOR	0.50%															1.40%	2.60%	0.675%	0.60%			1.00%	2.10%	200.00%	3.35%
Commitment fee, basis points	0.50%																	0.225%	0.175%			0.25%		0.70%
Percentage of dividend amount	20.00%
Net assets	415,000,000									82,800,000
Line of credit facility, interest rate at period end	3.23%
Debt instrument, stated percentage				7.375%		2.875%	5.875%														6.50%
Long term debt variable interest rates percentage, minimum										6.50%		1.90%
Long term debt variable interest rates percentage, maximum										7.54%		6.20%
Term loan maturity date				Oct. 01, 2019		Dec. 15, 2024				Jun. 01, 2024		May 01, 2021			Dec. 31, 2014				Nov. 01, 2013	Dec. 01, 2016
Debt instrument, maturity date				Oct. 01, 2019		Dec. 15, 2024				Jun. 01, 2024		May 01, 2021			Dec. 31, 2014				Nov. 01, 2013	Dec. 01, 2016
Bond redemption aggregate purchase price										63,000,000
Debt extinguishment gains (losses), net	(99,000)	(1,460,000)	(5,587,000)	100,000	1,100,000	9,400,000		100,000	200,000	200,000
Aggregate principal amount				250,000,000		250,000,000	200,000,000
Principal amount of senior notes purchased					16,500,000		2,200,000	2,400,000	5,500,000		61,900,000
Bond reserve fund balance										9,600,000	9,600,000
Bond reserve fund released for redemption											7,000,000
Restricted cash limited to tanker operation										18,700,000	12,700,000
Net property and equipment	2,186,072,000	1,968,722,000	2,078,748,000							143,500,000
Revolving credit facility commitment reduction percentage																		10.00%	10.00%
Federal Funds Effective Rate	0.50%															1.40%	2.60%	0.675%	0.60%			1.00%	2.10%	200.00%	3.35%
Line of credit facility, commitment fee percentage	0.50%																	0.225%	0.175%			0.25%		0.70%
Remaining availability under revolving credit facility																			228,500,000	98,000,000
Proceeds from the issuance of other debt												23,200,000	38,700,000	52,200,000
Repayments on other debt												$ 31,500,000	$ 4,900,000	$ 40,500,000

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Share Based Compensation (Tables)

12 Months Ended

Dec. 31, 2011

Share Based Compensation [Abstract]

Share Based Compensation Plans

	2011			2010			2009
Restricted stock awards granted		183,500			230,662			141,750
Restricted stock awards forfeited		(4,100	)		(2,238	)		(7,550	)
Director stock awards granted		4,000			4,250			5,000
Restricted Stock Unit Activities:
Outstanding as of the beginning of year		531			1,070			1,445
Granted		650			63			600
Converted to shares		(51	)		(602	)		(975	)
Outstanding as of the end of year		1,130			531			1,070
Shares released from Deferred Compensation Plan		(63	)		(2,206	)		(1,207	)
Stock Option Activities:
Outstanding as of the beginning of year		1,130,356			1,220,601			1,129,685
Granted		290,960			244,450			223,850
Exercised		(146,169	)		(324,270	)		(93,394	)
Forfeited		(1,920	)		(6,100	)		(23,070	)
Expired		(1,035	)		(4,325	)		(16,470	)
Outstanding as of the end of year		1,272,192			1,130,356			1,220,601
Employee Stock Purchase Plan shares issued		47,376			39,231			49,077
Shares available for issuance under Share Incentive and Employee Stock Purchase Plans as of the end of year		538,287			1,057,781			1,624,172

Schedule Of Share-based Compensation, Restricted Stock And Restricted Stock Units Activity

	Restricted Stock					Restricted Stock Units
	Number of Shares			Weighted Average Grant  Price		Number of Shares			Weighted Average Grant Price
Nonvested as of December 31, 2010		332,481		$	78.09		531		$	68.62
Granted		183,500		$	98.26		650		$	98.37
Vested		(18,975	)	$	82.16		(51	)	$	79.53
Forfeited		(4,100	)	$	76.89		—		$	—
Nonvested as of December 31, 2011		492,906		$	85.45		1,130		$	85.08

Schedule Of Share-based Compensation, Stock Options, Activity

	Nonvested Options					Vested/Exercisable Options					Total Options
	Number of Shares			Weighted Average Grant  Date Fair Value		Number of Shares			Weighted Average Exercise  Price		Number of Shares			Weighted Average Exercise  Price
Outstanding, as of December 31, 2010		573,400		$	25.03		556,956		$	53.29		1,130,356		$	59.77
Granted		290,960		$	29.73		—		$	—		290,960		$	92.43
Vested		(215,490	)	$	24.80		215,490		$	66.99		—		$	—
Exercised		—		$	—		(146,169	)	$	48.79		(146,169	)	$	48.79
Forfeited		(1,920	)	$	24.20		—		$	—		(1,920	)	$	65.02
Expired		—		$	—		(1,035	)	$	96.18		(1,035	)	$	96.18
Outstanding, as of December 31, 2011		646,950		$	27.23		625,242		$	59.04		1,272,192		$	68.49

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Fair Value Measurements (Estimated Fair Value Of Other Financial Assets And Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Fair Value Measurements [Abstract]
Cash, cash equivalents and restricted cash, Carrying Amount	$ 488,882	$ 382,679
Cash, cash equivalents and restricted cash, Estimated Fair Value	488,882	382,679
Investments, at cost, in 50% or less owned companies (included in other assets), Carrying Amount	9,315	7,847
Notes receivable from other business ventures (included in other receivables and other assets)	55,768	16,554
Long-term debt, including current portion, Carrying Amount	1,036,541	712,045
Long-term debt, including current portion, Estimated Fair Value	$ 1,058,637	$ 722,014

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Third Party Notes Receivable (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011
Third Party Notes Receivable [Line Items]
Number of notes receivable third party	2
Number of payments related to third party notes receivable	59
Third party notes receivable term period	5
Aircraft Type [Member]
Third Party Notes Receivable [Line Items]
Notes receivable third party	22.2
Marine Services Equipment [Member]
Third Party Notes Receivable [Line Items]
Notes receivable third party	14.5

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Acquisitions And Dispositions (Major Equipment Deliveries) (Details)	12 Months Ended
	Dec. 31, 2011		Dec. 31, 2010	Dec. 31, 2009
Anchor Handling Towing Supply [Member]
Business Acquisition [Line Items]
Major equipment deliveries				1
Crew [Member]
Business Acquisition [Line Items]
Major equipment deliveries	2	[1]	1	1
Mini-Supply [Member]
Business Acquisition [Line Items]
Major equipment deliveries	1	[1]
Specialty [Member]
Business Acquisition [Line Items]
Major equipment deliveries				1
Offshore Support Vessels [Member]
Business Acquisition [Line Items]
Major equipment deliveries	3	[1]	1	3
Light Helicopters Single Engine [Member]
Business Acquisition [Line Items]
Major equipment deliveries	1	[1]		2
Light Helicopters Twin Engine [Member]
Business Acquisition [Line Items]
Major equipment deliveries	3	[1]		3
Medium Helicopters [Member]
Business Acquisition [Line Items]
Major equipment deliveries	4	[1]	5	1
Heavy Helicopters [Member]
Business Acquisition [Line Items]
Major equipment deliveries	1	[1]	1	2
Inland River Dry Cargo Barges [Member]
Business Acquisition [Line Items]
Major equipment deliveries	55	[1]	113
Inland River Liquid Tank Barges [Member]
Business Acquisition [Line Items]
Major equipment deliveries	2	[1]	17
Inland River Towboats [Member]
Business Acquisition [Line Items]
Major equipment deliveries				3
Harbor Tugs [Member]
Business Acquisition [Line Items]
Major equipment deliveries	1	[1]	1
Ocean Liquid Tank Barges [Member]
Business Acquisition [Line Items]
Major equipment deliveries				3

[1] Excludes eight RORO vessels acquired in the G&G Shipping Acquisition and 29 wind farm utility vessels acquired in the Windcat Acquisition.

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Nature Of Operations And Accounting Policies (Schedule Of Future Amortization Expense Of Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011
Nature Of Operations And Accounting Policies [Abstract]
2012	$ 5,502
2013	4,910
2014	4,332
2015	3,028
2016	1,785
2017 to 2020	2,269
Total	$ 21,826

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Fair Value Measurements

12 Months Ended

Dec. 31, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

2. FAIR VALUE MEASUREMENTS

The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from observable market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

The Company's financial assets and liabilities as of December 31 that are measured at fair value on a recurring basis were as follows (in thousands):

	Level 1		Level 2		Level 3
2011
ASSETS
Marketable securities(1)	$	33,387	$	33,511	$	—
Derivative instruments (included in other receivables)		1,095		3,027		—
Construction reserve funds and Title XI reserve funds		259,974		—		—
LIABILITIES
Short sales of marketable securities		22,612		—		—
Derivative instruments (included in other current liabilities)		2,874		10,175		—
2010
ASSETS
Marketable securities(1)	$	101,807	$	45,602	$	—
Derivative instruments (included in other receivables)		14,006		8,158		—
Construction reserve funds and Title XI reserve funds		323,885		—		—
LIABILITIES
Short sales of marketable securities		36,076		—		—
Derivative instruments (included in other current liabilities)		11,555		9,455		—

(1) Marketable security gains (losses), net include losses of $21.1 million and gains of $2.0 million and $2.0 million for the years ended December 31, 2011, 2010 and 2009, respectively, related to marketable security positions held by the Company as of December 31, 2011. Marketable security gains (losses), net include losses of $1.1 million and gains of $0.9 million for the years ended December 31, 2010 and 2009, respectively, related to marketable security positions held by the Company as of December 31, 2010. In addition, during the years ended December 31, 2011, 2010 and 2009, the Company recorded dividend income (expense), net on marketable securities of $(0.8) million, $(0.1) million and $0.1 million, respectively and recorded interest income, net on marketable securities of $2.8 million, $3.1 million and $0.7 million, respectively.

As of December 31, 2011, the Company's Level 2 marketable securities include a $33.4 million investment in 9.25% Senior Secured Notes (the "Notes") due from Trailer Bridge, Inc. ("Trailer Bridge"). The Company holds a 50.9% interest in the total outstanding Notes. Trailer Bridge filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in United States Bankruptcy Court for the Middle District of Florida (the "Bankruptcy Court") on November 16, 2011. Subsequent to December 31, 2011, Trailer Bridge reached an agreement with a majority of the Note holders, including SEACOR, on a restructuring plan that was submitted to the Bankruptcy Court for approval on January 14, 2012. Under the proposed plan, the Note holders would receive a pro rata share of a new $65.0 million debt instrument and a pro rata share in 91% of the equity interest in the newly restructured company. Existing common shareholders would have the option to receive a 9% equity interest in the newly restructured company or a cash payment of $0.15 per share. If the restructuring plan is approved by the Bankruptcy Court, SEACOR may or may not control Trailer Bridge depending on the number of existing common shareholders who elect cash payments.

The estimated fair value of the Company's other financial assets and liabilities as of December 31 were as follows (in thousands).

	2011				2010
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
ASSETS
Cash, cash equivalents and restricted cash	$	488,882	$	488,882	$	382,679	$	382,679
Investments, at cost, in 50% or less owned companies (included in other assets)		9,315		see below		7,847		see below
Notes receivable from other business ventures (included in other receivables and other assets)		55,768		see below		16,554		see below
LIABILITIES
Long-term debt, including current portion		1,036,541		1,058,637		712,045		722,014

The carrying value of cash, cash equivalents and restricted cash approximates fair value. The fair value of the Company's long-term debt was estimated based upon quoted market prices or by using discounted cash flow analyses based on estimated current rates for similar types of arrangements. It was not practicable to estimate the fair value of the Company's investments, at cost, in 50% or less owned companies because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs. It was not practicable to estimate the fair value of the Company's notes receivable from other business ventures as the overall returns are uncertain due to certain provisions for additional payments contingent upon future events. Considerable judgment was required in developing certain of the estimates of fair value and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The Company's non-financial assets and liabilities that were measured at fair value during the years ended December 31 were as follows (in thousands):

	Level 1		Level 2		Level 3
2011
ASSETS
Investment in Avion Logistics Limited (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)(1)	$	—	$	1,000	$	—
Investment in Soylutions LLC (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)(2)		—		11,992		—
Investment in Mantenimiento Express Maritimo, S.A.P.I. De C.V. (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)(3)		—		16,415		—
LIABILITIES
Lease Obligations for Helicopters (included in other current liabilities)(4)		—		—		395
2010
ASSETS
Investment in Seaspraie(5)	$	—	$	56,255	$	—
Seabulk America (included in Property and Equipment)(6)		—		5,000		—
Investment in SES-Kazakhstan(7)		—		1,000		—
Held for Sale Helicopter (included in Other Assets)(8)		—		—		200
LIABILITIES
Lease Obligations for Helicopters (included in other current liabilities)(9)		—		—		879

(1) On June 1, 2011, the Company marked its investment in its Avion Logistics Limited joint venture to fair value following the acquisition of controlling interests (see Note 5). The investments' fair values were determined based on the Company's purchase price of the acquired interests.

(2) On July 29 2011, the Company marked its investment in its Soylutions LLC joint venture to fair value following the acquisition of controlling interests (see Note 5). The investments' fair values were determined based on the Company's purchase price of the acquired interests.

(3) On July 1, 2011, the Company marked its investment in its Mantenimiento Express Maritimo, S.A.P.I. De C.V. joint venture to fair value following the joint venture's sale of an additional equity interest to an unrelated third party (see Note 5). The investment's fair value was determined based on the third party's purchase price of the acquired interest.

(4) During the year ended December 31, 2011, the Company recorded a gain of $0.2 million to decrease the carrying value of its exit obligations for three leased-in helicopters.

(5) During the year ended December 31, 2010, the Company marked its investment in its Seaspraie joint venture to fair value following the acquisition of a controlling interest (see Note 4). The investment's fair value, consisting of barges and financial assets, was primarily based on the sale of similar equipment to an unrelated third party.

(6) During the year ended December 31, 2010, the Company recorded an impairment charge of $18.7 million to reduce the carrying value of one of its tankers, the Seabulk America, to its fair value. Fair value was determined by an independent market valuation based on the sale of similar equipment.

(7) During the year ended December 31, 2010, the Company marked its investment in its SES-Kazakhstan joint venture to fair value following the acquisition of a controlling interest (see Note 4). The investment's fair value was based on the Company's purchase price of the non-controlling interest.

(8) During the year ended December 31, 2010, the Company recorded an impairment charge of $0.1 million to reduce its carrying value of one helicopter to fair value.

(9) During the year ended December 31, 2010, the Company recorded an impairment charge of $0.2 million to increase the carrying value of its exit obligations for three leased-in helicopters.

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Acquisitions And Dispositions (Major Equipment Dispositions) (Details)	12 Months Ended
	Dec. 31, 2011		Dec. 31, 2010	Dec. 31, 2009
Major equipment dispositions			1,000,000
Anchor Handling Towing Supply [Member]
Major equipment dispositions	1	[1]	3	1	[2]
Crew [Member]
Major equipment dispositions	6	[1]	2	9	[2]
Mini-Supply [Member]
Major equipment dispositions			1	4	[2]
Number of equipments removed from service				1
Supply [Member]
Major equipment dispositions	1	[1]		1	[2]
Towing Supply [Member]
Major equipment dispositions	1	[1]	2	2	[2]
Specialty [Member]
Major equipment dispositions	1	[1]		2	[2]
Number of equipments removed from service				1
Offshore Support Vessels [Member]
Major equipment dispositions	11	[1]	8	19	[2]
Helicopters [Member]
Number of equipments removed from service				2
Light Helicopters Single Engine [Member]
Major equipment dispositions	3	[1]		1	[2]
Light Helicopters Twin Engine [Member]
Major equipment dispositions	3	[1]	2	4	[2]
Medium Helicopters [Member]
Major equipment dispositions	2	[1]
Heavy Helicopters [Member]
Major equipment dispositions	3	[1]		1	[2]
Inland River Dry Cargo Barges [Member]
Major equipment dispositions	6	[1]	60	5	[2]
Inland River Liquid Tank Barges [Member]
Major equipment dispositions	1	[1]
Inland River Towboats [Member]
Major equipment dispositions	1	[1]		3	[2]
Tankers [Members]
Major equipment dispositions	1	[1]	2
Harbor Tugs [Member]
Major equipment dispositions	2	[1]		4	[2]
Number of equipment include in dispositions removed from service				1
Ocean Liquid Tank Barges [Member]
Major equipment dispositions			1

[1] Excludes four crew and one mini-supply vessels operated by Offshore Marine Services' Mexican joint venture (see Note 5) and includes one helicopter previously removed from service.

[2] Excludes one specialty vessel contributed to the Sea-Cat Crewzer joint venture (see Note 5) and one mini-supply vessel and two helicopters removed from service and includes the sale of one harbor tug previously removed from service.

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Nature Of Operations And Accounting Policies (Deferred Revenues Included In Other Current Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Nature Of Operations And Accounting Policies [Abstract]
Balance at beginning of period	$ 29,322	$ 15,015	$ 3,314
Revenues deferred during the period	8,665	20,259	24,803
Revenues recognized during the period	(26,731)	(5,902)	(13,102)
Write-off of previously deferred revenues	(1,234)	(50)
Balance at end of period	$ 10,022	$ 29,322	$ 15,015

XML

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2011

Fair Value Measurements [Abstract]

Financial Assets And Liabilities Measured At Fair Value On Recurring Basis

	Level 1		Level 2		Level 3
2011
ASSETS
Marketable securities(1)	$	33,387	$	33,511	$	—
Derivative instruments (included in other receivables)		1,095		3,027		—
Construction reserve funds and Title XI reserve funds		259,974		—		—
LIABILITIES
Short sales of marketable securities		22,612		—		—
Derivative instruments (included in other current liabilities)		2,874		10,175		—
2010
ASSETS
Marketable securities(1)	$	101,807	$	45,602	$	—
Derivative instruments (included in other receivables)		14,006		8,158		—
Construction reserve funds and Title XI reserve funds		323,885		—		—
LIABILITIES
Short sales of marketable securities		36,076		—		—
Derivative instruments (included in other current liabilities)		11,555		9,455		—

(1) Marketable security gains (losses), net include losses of $21.1 million and gains of $2.0 million and $2.0 million for the years ended December 31, 2011, 2010 and 2009, respectively, related to marketable security positions held by the Company as of December 31, 2011. Marketable security gains (losses), net include losses of $1.1 million and gains of $0.9 million for the years ended December 31, 2010 and 2009, respectively, related to marketable security positions held by the Company as of December 31, 2010. In addition, during the years ended December 31, 2011, 2010 and 2009, the Company recorded dividend income (expense), net on marketable securities of $(0.8) million, $(0.1) million and $0.1 million, respectively and recorded interest income, net on marketable securities of $2.8 million, $3.1 million and $0.7 million, respectively.

Estimated Fair Value Of Other Financial Assets And Liabilities

	2011				2010
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
ASSETS
Cash, cash equivalents and restricted cash	$	488,882	$	488,882	$	382,679	$	382,679
Investments, at cost, in 50% or less owned companies (included in other assets)		9,315		see below		7,847		see below
Notes receivable from other business ventures (included in other receivables and other assets)		55,768		see below		16,554		see below
LIABILITIES
Long-term debt, including current portion		1,036,541		1,058,637		712,045		722,014

Non-Financial Assets And Liabilities Measured At Fair Value

	Level 1		Level 2		Level 3
2011
ASSETS
Investment in Avion Logistics Limited (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)(1)	$	—	$	1,000	$	—
Investment in Soylutions LLC (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)(2)		—		11,992		—
Investment in Mantenimiento Express Maritimo, S.A.P.I. De C.V. (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)(3)		—		16,415		—
LIABILITIES
Lease Obligations for Helicopters (included in other current liabilities)(4)		—		—		395
2010
ASSETS
Investment in Seaspraie(5)	$	—	$	56,255	$	—
Seabulk America (included in Property and Equipment)(6)		—		5,000		—
Investment in SES-Kazakhstan(7)		—		1,000		—
Held for Sale Helicopter (included in Other Assets)(8)		—		—		200
LIABILITIES
Lease Obligations for Helicopters (included in other current liabilities)(9)		—		—		879

(1) On June 1, 2011, the Company marked its investment in its Avion Logistics Limited joint venture to fair value following the acquisition of controlling interests (see Note 5). The investments' fair values were determined based on the Company's purchase price of the acquired interests.

(2) On July 29 2011, the Company marked its investment in its Soylutions LLC joint venture to fair value following the acquisition of controlling interests (see Note 5). The investments' fair values were determined based on the Company's purchase price of the acquired interests.

(3) On July 1, 2011, the Company marked its investment in its Mantenimiento Express Maritimo, S.A.P.I. De C.V. joint venture to fair value following the joint venture's sale of an additional equity interest to an unrelated third party (see Note 5). The investment's fair value was determined based on the third party's purchase price of the acquired interest.

(4) During the year ended December 31, 2011, the Company recorded a gain of $0.2 million to decrease the carrying value of its exit obligations for three leased-in helicopters.

(5) During the year ended December 31, 2010, the Company marked its investment in its Seaspraie joint venture to fair value following the acquisition of a controlling interest (see Note 4). The investment's fair value, consisting of barges and financial assets, was primarily based on the sale of similar equipment to an unrelated third party.

(6) During the year ended December 31, 2010, the Company recorded an impairment charge of $18.7 million to reduce the carrying value of one of its tankers, the Seabulk America, to its fair value. Fair value was determined by an independent market valuation based on the sale of similar equipment.

(7) During the year ended December 31, 2010, the Company marked its investment in its SES-Kazakhstan joint venture to fair value following the acquisition of a controlling interest (see Note 4). The investment's fair value was based on the Company's purchase price of the non-controlling interest.

(8) During the year ended December 31, 2010, the Company recorded an impairment charge of $0.1 million to reduce its carrying value of one helicopter to fair value.

(9) During the year ended December 31, 2010, the Company recorded an impairment charge of $0.2 million to increase the carrying value of its exit obligations for three leased-in helicopters.

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Nature Of Operations And Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2011

Nature of Operations and Accounting Policies [Line Items]

Deferred Revenues Included In Other Current Liabilities

	2011			2010			2009
Balance at beginning of year	$	29,322		$	15,015		$	3,314
Revenues deferred during the year		8,665			20,259			24,803
Revenues recognized during the year		(26,731	)		(5,902	)		(13,102	)
Write-off of previously deferred revenues		(1,234	)		(50	)		—
Balance at end of year	$	10,022		$	29,322		$	15,015

Schedule Of Estimated Useful Life Of Equipment

Offshore support vessels	20
Helicopters(1)	15
Inland river dry cargo and deck barges	20
Inland river liquid tank barges	25
Inland river towboats	25
U.S.-flag tankers	25
Roll-On/Roll-Off ("RORO") vessels	20
Harbor and offshore tugs	25
Ocean liquid tank barges	25

(1) Effective July 1, 2011, the Company changed its estimated useful life and salvage value for helicopters from 12 to 15 years and 30% to 40%, respectively, due to improvements in new aircraft models that continue to increase their long-term value and make them viable for operation over a longer period of time. For the six months ended December 31, 2011, the change in estimate increased operating income by $7.6 million, net income by $4.9 million and basic and diluted earnings per share by $0.23.

Schedule Of Property And Equipment By Major Classes

	Historical Cost(1)		Accumulated Depreciation			Net Book Value
2011
Offshore support vessels	$	921,150	$	(355,913	)	$	565,237
Helicopters		693,197		(153,984	)		539,213
Inland river barges and towboats		385,715		(94,064	)		291,651
U.S.-flag tankers		317,894		(135,407	)		182,487
RORO vessels		17,474		(1,208	)		16,266
Harbor and Offshore tugs and ocean liquid tank barges		171,597		(37,871	)		133,726
Other(2)		357,975		(140,776	)		217,199
Construction in progress		240,293		—			240,293
	$	3,105,295	$	(919,223	)	$	2,186,072
2010
Offshore support vessels	$	894,677	$	(337,696	)	$	556,981
Helicopters		645,807		(131,926	)		513,881
Inland river barges and towboats		355,912		(77,021	)		278,891
U.S.-flag tankers		347,011		(140,844	)		206,167
RORO vessels		—		—			—
Harbor and Offshore tugs and ocean liquid tank barges		174,761		(32,668	)		142,093
Other(2)		265,903		(114,877	)		151,026
Construction in progress		119,683		—			119,683
	$	2,803,754	$	(835,032	)	$	1,968,722

(1) Includes property and equipment acquired in business acquisitions and recorded at fair value as of the date of the acquisition.

(2) Includes oil spill equipment, land and buildings, aviation spares, leasehold improvements, fixed-wing aircraft, vehicles and other property and equipment.

Schedule Of Intangible Assets

	Non-Compete Agreements			Trademark/ Tradenames			Customer Relationships			Software/ Technology			Acquired Contractual Rights		Total
	Gross Carrying Value
Year Ended December 31, 2009	$	1,002		$	5,805		$	34,107		$	600		$	4,772	$	46,286
Acquired intangible assets		617			70			500			590			1,064		2,841
Foreign currency translation		—			(1	)		(6	)		—			—		(7	)
Year Ended December 31, 2010		1,619			5,874			34,601			1,190			5,836		49,120
Acquired intangible assets		—			—			2,793			—			3,809		6,602
Foreign currency translation		—			—			2			—			—		2
Fully amortized intangible assets		(85	)		—			(50	)		(600	)		—		(735	)
Year ended December 31, 2011	$	1,534		$	5,874		$	37,346		$	590		$	9,645	$	54,989

	Accumulated Amortization
Year Ended December 31, 2009	$	(434	)	$	(2,281	)	$	(16,280	)	$	(390	)	$	(3,347	)	$	(22,732	)
Amortization expense		(313	)		(578	)		(3,559	)		(248	)		(521	)		(5,219	)
Year Ended December 31, 2010		(747	)		(2,859	)		(19,839	)		(638	)		(3,868	)		(27,951	)
Amortization expense		(570	)		(631	)		(3,446	)		(208	)		(1,092	)		(5,947	)
Fully amortized intangible assets		85			—			50			600			—			735
Year ended December 31, 2011	$	(1,232	)	$	(3,490	)	$	(23,235	)	$	(246	)	$	(4,960	)	$	(33,163	)
Weighted average remaining contractual life, in years		1.33			3.86			4.88			2.92			6.02			4.94

Schedule Of Future Amortization Expense Of Intangible Assets

2012	$	5,502
2013		4,910
2014		4,332
2015		3,028
2016		1,785
Years subsequent to 2016		2,269
	$	21,826

Schedule Of Deferred Gain Activity

	2011			2010			2009
Balance at beginning of year	$	113,871		$	58,008		$	61,613
Deferred gains arising from equipment sales		14,319			76,914			17,471
Amortization of deferred gains included in operating expenses as reduction to rental expense		(22,191	)		(17,819	)		(16,960	)
Amortization of deferred gains included in gains on asset dispositions and impairments, net		(2,947	)		(3,232	)		(3,487	)
Reductions of deferred gains on repurchased equipment and other		(10	)		—			(629	)
Balance at end of year	$	103,042		$	113,871		$	58,008

Schedule Of Earnings Per Share

	Net Income		Average o/s Shares		Per Share
2011
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	41,056		21,119,461	$	1.94
Effect of Dilutive Securities, net of tax:
Options and Restricted Stock		—		347,382
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	41,056		21,466,843	$	1.91
2010
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	244,724		21,402,441	$	11.43
Effect of Dilutive Securities:
Options and Restricted Stock		—		354,776
Diluted Earnings Per Common Share of SEACOR Holdings Inc	$	244,724		21,757,217	$	11.25
2009
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	143,810		19,950,702	$	7.21
Effect of Dilutive Securities:
Options and Restricted Stock		—		189,545
Convertible Securities		9,870		3,247,921
Diluted Earnings Per Common Share of SEACOR Holdings Inc	$	153,680		23,388,168	$	6.57

Schedule Of Other Comprehensive Income (Loss) And Allocated Income Tax (Expense) Benefit

	SEACOR Holdings Inc. Stockholders												Noncontrolling Interests
	Foreign Currency Translation Adjustments			Derivative Losses on Cash Flow Hedges, net			Other			Total			Foreign Currency Translation Adjustments			Other Comprehensive Income (Loss)
Year ended December 31, 2008	$	(5,045	)	$	—		$	—		$	(5,045	)	$	—
Other comprehensive income (loss)		3,063			(314	)		—			2,749			—		$	2,749
Income tax (expense) benefit		(1,074	)		110			—			(964	)		—			(964	)
Year ended December 31, 2009		(3,056	)		(204	)		—			(3,260	)		—		$	1,785
Other comprehensive loss		(1,443	)		(4,199	)		(171	)		(5,813	)		—		$	(5,813	)
Income tax benefit		504			1,470			60			2,034			—			2,034
Year ended December 31, 2010		(3,995	)		(2,933	)		(111	)		(7,039	)		—		$	(3,779	)
Other comprehensive income (loss)		(629	)		(900	)		116			(1,413	)		(118	)	$	(1,531	)
Income tax (expense) benefit		220			315			(41	)		494			—			494
Year ended December 31, 2011	$	(4,404	)	$	(3,518	)	$	(36	)	$	(7,958	)	$	(118	)	$	(1,037	)

Vessel Sales To The Company's 50% Or Less Owned Companies [Member]

Nature of Operations and Accounting Policies [Line Items]

Schedule Of Deferred Gain Activity

	2011			2010			2009
Balance at beginning of year	$	17,965		$	35,223		$	37,591
Deferred gains arising from equipment sales		—			1,000			—
Amortization of deferred gains included in gains on asset dispositions and impairments, net		(1,437	)		(6,063	)		(2,368	)
Deferred gains recognized on the Seaspraie Acquisition (see Note 4) and included in gains on asset dispositions and impairments, net		—			(12,195	)		—
Balance at end of year	$	16,528		$	17,965		$	35,223

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Derivative Instruments And Hedging Strategies (Recognized Gains (Losses) On Derivative Instruments Designated As Fair Value Hedges) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Derivative Instruments And Hedging Strategies [Abstract]
Forward currency exchange contracts, effective and ineffective portions	$ 5,770	$ (1,973)	$ 205
Increase (decrease) in fair value of hedged items included in property and equipment corresponding to effective portion of derivative (gains) losses	(5,810)	1,855	60
Total recognized gains (losses) on derivative instruments designated as fair value hedges	$ (40)	$ (118)	$ 265

XML

Nature Of Operations And Accounting Policies (Estimated Useful life Of Major Assets) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	6 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2011
Offshore Support Vessels [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)		20
Helicopters [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)		15	[1]
Estimated useful life, minimum (in years)		12
Estimated useful life, maximum (in years)	15
Change in estimate increased operating income		$ 7.6
Net income		$ 4.9
Basic and diluted earnings per share		$ 0.23
Inland River Dry Cargo And Deck Barges [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)		20
Inland River Liquid Tank Barges [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)		25
Inland River Towboats [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)		25
U.S. -Flag Tankers [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)		25
RORO Vessels [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)		20
Harbor And Offshore Tugs [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)		25
Ocean Liquid Tank Barges [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)		25
Minimum [Member] | Helicopters [Member]
Property, Plant and Equipment [Line Items]
Salvage value for helicopters	30.00%	30.00%
Maximum [Member] | Helicopters [Member]
Property, Plant and Equipment [Line Items]
Salvage value for helicopters	40.00%	40.00%

[1] Effective July 1, 2011, the Company changed its estimated useful life and salvage value for helicopters from 12 to 15 years and 30% to 40%, respectively, due to improvements in new aircraft models that continue to increase their long-term value and make them viable for operation over a longer period of time. For the six months ended December 31, 2011, the change in estimate increased operating income by $7.6 million, net income by $4.9 million and basic and diluted earnings per share by $0.23.

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Derivative Instruments And Hedging Strategies (Tables)

12 Months Ended

Dec. 31, 2011

Derivative Instruments And Hedging Strategies [Abstract]

Fair Values Of Derivative Instruments

	2011				2010
	Derivative Asset		Derivative Liability		Derivative Asset		Derivative Liability
Derivatives designated as hedging instruments:
Forward currency exchange contracts (fair value hedges)	$	—	$	—	$	1,368	$	697
Interest rate swap agreements (cash flow hedges)		—		4,899		—		5,060
		—		4,899		1,368		5,757
Derivatives not designated as hedging instruments:
Options on equities and equity indices		257		1,637		—		1,504
Forward currency exchange, option and future contracts		10		1,128		1,872		329
Interest rate swap agreements		—		3,167		—		2,578
Commodity swap, option and future contracts:
Exchange traded		838		2,089		3,466		9,726
Non-exchange traded		3,017		129		4,938		1,112
U.S. treasury notes, rate locks and bond future and option contracts		—		—		10,520		4
		4,122		8,150		20,796		15,253
	$	4,122	$	13,049	$	22,164	$	21,010

Recognized Gains (Losses) On Derivative Instruments Designated As Fair Value Hedges

	Derivative gains (losses), net
	2011			2010			2009
Forward currency exchange contracts, effective and ineffective portions	$	5,770		$	(1,973	)	$	205
Increase (decrease) in the fair value of hedged items included in property and equipment corresponding to effective portion of derivative (gains) losses		(5,810	)		1,855			60
	$	(40	)	$	(118	)	$	265

Recognized Gains (Losses) On Derivative Instruments Designated As Cash Flow Hedges

	Other comprehensive income (loss)									Derivative gains (losses), net
	2011			2010			2009			2011			2010		2009
Interest rate swap agreements, effective portion	$	(3,419	)	$	(7,589	)	$	(1,507	)	$	—		$	—	$	—
Interest rate swap agreements, ineffective portion		—			—			—			(46	)		122		(392	)
Reclassification of derivative losses to interest expense or equity in earnings of 50% or less owned companies		2,519			3,390			1,193			—			—		—
	$	(900	)	$	(4,199	)	$	(314	)	$	(46	)	$	122	$	(392	)

Recognized Gains (Losses) On Derivative Instruments Not Designated As Hedging Instruments

	Derivative gains (losses), net
	2011			2010			2009
Options on equities and equity indices	$	1,693		$	1,578		$	3,244
Forward currency exchange, option and future contracts		(620	)		3,981			4,055
Interest rate swap agreements		(2,390	)		(3,620	)		(571	)
Commodity swap, option and future contracts:
Exchange traded		(10,815	)		(9,581	)		(2,278	)
Non-exchange traded		4,384			5,344			6,123
U.S. treasury notes, rate locks and bond future and option contracts		(28,301	)		8,499			515
	$	(36,049	)	$	6,201		$	11,088

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Acquisitions And Dispositions (Tables)

12 Months Ended

Dec. 31, 2011

Acquisitions And Dispositions [Abstract]

Allocation Of Purchase Price For Business Acquisitions

	2011			2010			2009
Trade and other receivables	$	2,882		$	302		$	6,515
Other current assets		1,105			492			2,341
Investments, at Equity, and Advances to 50% or Less Owned Companies		(11,920	)		(57,255	)		(5,187	)
Property and Equipment		137,533			51,771			1,931
Goodwill		3,264			7,276			2,858
Intangible Assets		6,602			2,841			40
Other Assets		3,500			230			204
Accounts payable and other current liabilities		(3,578	)		(215	)		(1,512	)
Long-Term Debt		(37,400	)		—			—
Deferred Income Taxes		(1,116	)		201			(17	)
Other Liabilities		—			—			(45	)
Noncontrolling interests in subsidiaries		(10,284	)		—			(3,043	)
Purchase price(1)	$	90,588		$	5,643		$	4,085

(1) Purchase price is net of cash acquired (totaling $5.3 million, $1.7 million and $1.9 million in 2011, 2010 and 2009, respectively).

Major Equipment Deliveries

	2011(1)		2010		2009
Offshore Support Vessels:
Anchor handling towing supply		—		—		1
Crew		2		1		1
Mini-Supply		1		—		—
Specialty		—		—		1
		3		1		3
Helicopters:
Light helicopters – single engine		1		—		2
Light helicopters – twin engine		3		—		3
Medium helicopters		4		5		1
Heavy helicopters		1		1		2
		9		6		8
Inland River dry cargo barges		55		113		—
Inland River liquid tank barges		2		17		—
Inland River towboats		—		—		3
Harbor Tugs		1		1		—
Ocean liquid tank barges		—		—		3

(1) Excludes eight RORO vessels acquired in the G&G Shipping Acquisition and 29 wind farm utility vessels acquired in the Windcat Acquisition.

Major Equipment Dispositions

	2011(1)		2010		2009(2)
Offshore Support Vessels:
Anchor handling towing supply		1		3		1
Crew		6		2		9
Mini-supply		—		1		4
Standby Safety		1		—		—
Supply		1		—		1
Towing supply		1		2		2
Specialty		1		—		2
		11		8		19
Helicopters:
Light helicopters – single engine		3		—		1
Light helicopters – twin engine		3		2		4
Medium helicopters		2		—		—
Heavy helicopters		3		—		1
		11		2		6
Inland River dry cargo and deck barges		6		60		5
Inland River liquid tank barges		1		—		—
Inland River towboats		1		—		3
Tankers		1		2		—
Harbor tugs		2		—		4
Ocean liquid tank barges		—		1		—

(1) Excludes four crew and one mini-supply vessels operated by Offshore Marine Services' Mexican joint venture (see Note 5) and includes one helicopter previously removed from service.

(2) Excludes one specialty vessel contributed to the Sea-Cat Crewzer joint venture (see Note 5) and one mini-supply vessel and two helicopters removed from service and includes the sale of one harbor tug previously removed from service.

Schedule Of Business Disposition

	2011		2010		2009
Operating Revenues	$	131,346	$	681,082	$	104,478
Operating Income		13,012		139,771		3,906
Segment Profit		13,030		140,392		4,210

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Nature Of Operations And Accounting Policies

12 Months Ended

Dec. 31, 2011

Nature Of Operations And Accounting Policies [Abstract]

Nature Of Operations And Accounting Policies

1. NATURE OF OPERATIONS AND ACCOUNTING POLICIES

Nature of Operations. SEACOR Holdings Inc. ("SEACOR") and its subsidiaries (collectively referred to as the "Company") are in the business of owning, operating, investing in and marketing equipment, primarily in the offshore oil and gas, industrial aviation and marine transportation industries. The Company operates a diversified fleet of offshore support vessels and helicopters servicing oil and gas exploration, development and production facilities worldwide, a fleet of U.S.-flag product tankers that transport petroleum, chemicals and crude products primarily in the U.S. domestic or "coastwise" trade and a fleet of roll-on/roll-off vessels in the shipping trade between the United States, the Bahamas and the Caribbean. In addition, the Company operates a fleet of inland river barges and towboats transporting grain, liquids and other bulk commodities on the U.S. Inland River Waterways. The Company's environmental services segment primarily provides emergency preparedness and response services to oil, chemical, industrial and marine transportation clients, and government agencies in the United States and abroad. The Company's commodity trading and logistics segment is an integrated business involved in the purchase, storage, transportation, processing and sale of agricultural and energy commodities.

Basis of Consolidation. The consolidated financial statements include the accounts of SEACOR and its majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.

Noncontrolling interests are included in the consolidated statement of financial position within equity separate from the Company's equity. The Company reports consolidated net income inclusive of both the Company's and the noncontrolling interests' shares and, separately, the amounts of consolidated net income attributable to the Company and noncontrolling interests. If a subsidiary is deconsolidated upon a change in control, any retained noncontrolling equity investment in the former subsidiary is measured at fair value and a gain or loss is recognized in net income based on such fair value. If a noncontrolled subsidiary is consolidated upon a change in control, any previous noncontrolling equity investment in the subsidiary is measured at fair value and a gain or loss is recognized in equity in earnings based on such fair value.

The Company employs the equity method of accounting for investments in business ventures when it has the ability to exercise significant influence over the operating and financial policies of the ventures. Significant influence is generally deemed to exist if the Company has between 20% and 50% of the voting rights of an investee. The Company reports its investments in and advances to equity investees in the accompanying consolidated balance sheets as investments, at equity, and advances to 50% or less owned companies. The Company reports its share of earnings or losses of equity investees in the accompanying consolidated statements of income as equity in earnings of 50% or less owned companies, net of tax.

The Company employs the cost method of accounting for investments in other business ventures over which the Company does not have the ability to exercise significant influence. These investments in private companies are carried at cost and are adjusted only for capital distributions and other-than-temporary declines in fair value.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include those related to deferred revenues, allowance for doubtful accounts, useful lives of property and equipment, impairments, income tax provisions and certain accrued liabilities. Actual results could differ from those estimates and those differences may be material.

Revenue Recognition. The Company recognizes revenue when it is realized or realizable and earned. Revenue is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured. Revenue that does not meet this criteria is deferred until the criteria are met. Deferred revenues for the years ended December 31 were as follows (in thousands):

	2011			2010			2009
Balance at beginning of year	$	29,322		$	15,015		$	3,314
Revenues deferred during the year		8,665			20,259			24,803
Revenues recognized during the year		(26,731	)		(5,902	)		(13,102	)
Write-off of previously deferred revenues		(1,234	)		(50	)		—
Balance at end of year	$	10,022		$	29,322		$	15,015

As of December 31, 2011, deferred revenues included $9.7 million relating to the time charter of several offshore support vessels operating in the U.S. Gulf of Mexico that are scheduled to be paid through the conveyance of a limited net profit interest in developmental oil-and-gas producing properties owned by a customer. Payments from the conveyance of the limited net profit interest and the timing of such payments are contingent upon production and energy sale prices. Based on the current production payout estimate, the deferred revenues are expected to be paid during 2012. The Company will continue to recognize revenues as cash is received or earlier should future payments become determinable and collectability is reasonably assured. All costs and expenses related to these charters were recognized as incurred.

The Company's Offshore Marine Services segment earns and recognizes revenues primarily from the time charter and bareboat charter of vessels to customers based upon daily rates of hire. Under a time charter, Offshore Marine Services provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, Offshore Marine Services provides the vessel to the customer and the customer assumes responsibility for all operating expenses and risk of operation. Vessel charters may range from several days to several years. Revenues from time charters and bareboat charters are recorded and recognized as services are provided. In the U.S. Gulf of Mexico, time charter durations and rates are typically established in the context of master service agreements, which govern the terms and conditions of charter.

The Company's Aviation Services segment charters the majority of its helicopters through master service agreements, subscription agreements, day-to-day charter arrangements and contract-leases. Master service agreements and subscription agreements require incremental payments above a fixed monthly fee based on hours flown. These agreements have fixed terms ranging from one month to five years and generally may be cancelled upon 30-days notice. Day-to-day charter arrangements call for either a combination of a daily fixed fee plus a charge based on hours flown or an hourly rate. Services provided under contract-leases can include only the equipment, or can include the equipment, logistical and maintenance support, insurance and personnel, or a combination thereof. Fixed monthly fee revenues are recognized ratably over the contract term. Usage or hourly based revenues are recognized as hours are flown. Aviation Services' air medical services are provided under contracts with hospitals that typically include either a fixed monthly and hourly rate structure or a fee per completed flight. Fixed monthly revenues are recognized ratably over the month while per hour or per flight based revenues are recognized as hours are flown or flights are completed. Most contracts with hospitals are longer term, but offer either party the ability to terminate with less than six months notice. Aviation Services operates some air medical contracts pursuant to which it collects a fee per flight, either from a hospital or insurance company. With respect to flightseeing activities, Aviation Services allocates block space to cruise lines and sells seats directly to customers with revenues recognized as the services are performed. Aviation Services' fixed based operation sells fuel on an ad hoc basis and those sales are recognized at the time of fuel delivery. Training revenues are charged at a set rate per training course and include instructors, training materials and flight or flight simulator time, as applicable. Training revenues are recognized as services are provided.

The Company's Inland River Services segment earns revenues primarily from voyage affreightment contracts whereby customers are charged an established rate per ton to transport cargo from point to point. Revenues from voyage affreightment contracts are generally recognized over the progress of the voyage while the related costs are expensed as incurred. Certain of Inland River Services' barges are operated in barge pools with other barges owned by third parties from whom Inland River Services earns and recognizes a management fee as the services are rendered. Pursuant to the pooling agreements, operating revenues and expenses of participating barges are combined and the net results are allocated on a pro-rata basis based on the number of barge days contributed by each participant. In addition, revenues are earned from equipment chartered to third parties and from the storage and demurrage of cargos associated with affreightment activities. In both of these cases, revenues are recognized as services are rendered. Inland River Services' tank farm and handling facility earns revenues through rental and throughput charges. Rental revenues are recognized ratably over the rental period while throughput charges are recognized as product volume moves through the facility.

The Company's Marine Transportation Services segment earns revenue from the time charter, bareboat charter and voyage charter of vessels, contracts of affreightment and ship management agreements with vessel owners. Under a time charter, Marine Transportation Services provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, Marine Transportation Services provides the vessel to a customer and the customer assumes responsibility for all operating expenses and risk of operation. Revenues from time charters and bareboat charters are recognized as services are provided. Voyage contracts are contracts to carry cargos on a single voyage basis regardless of time to complete. Contracts of affreightment are contracts for cargos that are committed on a multi-voyage basis for various periods of time with minimum and maximum cargo tonnages specified over the period at a fixed or escalating rate per ton. Revenues for voyage contracts and contracts of affreightment are recognized over the progress of the voyage while the related costs are expensed as incurred. Ship management agreements typically provide for technical services over a specified period of time, typically a year or more. Revenues from ship management agreements are recognized ratably over the service period.

The Company's Environmental Services segment earns revenues primarily from emergency response, retainer, consulting and training, project management and remediation services. Emergency response revenues are recognized as services are provided and are dependent on the magnitude and number of individual responses. Retainer agreements with vessel owners generally range from one to three years while retainer agreements with facility owners can be as long as ten years. Such retainer fees are generally recognized ratably over the term of the contract. Consulting and training services fees are recognized as the services are provided based on the contract terms. Project management and remediation services are provided on a time and material basis with revenues recognized as the services are provided or on a fixed fee basis with revenues and expenses recognized upon completion of the contract.

The Company's Commodity Trading and Logistics segment earns revenues from the sale of rice, sugar and renewable fuels (primarily ethanol), the rental of tank storage, and through voyage affreightment contracts on leased-in liquid tank barges and towboats. Revenues from rice, sugar and renewable fuel sales are recorded when title transfers to the buyer, typically when cash is received. Revenues from the rental of tank storage are recognized ratably over the lease periods. Revenues from voyage affreightment contracts are generally recognized over the progress of the voyage while the related costs are expensed as incurred.

Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of U.S treasury securities, money market instruments, time deposits and overnight investments.

Restricted Cash. Restricted cash, consisting primarily of U.S. treasury securities, primarily relates to income generated from the operations of certain of Marine Transportation Services' U.S.-flag double-hull product tankers (see Note 9).

Marketable Securities. Marketable equity securities with readily determinable fair values and debt securities are reported in the accompanying consolidated balance sheets as marketable securities. These investments are stated at fair value with both realized and unrealized gains and losses reported in the accompanying consolidated statements of income as marketable security gains (losses), net. Short sales of marketable securities are stated at fair value in the accompanying consolidated balance sheets with both realized and unrealized gains and losses reported in the accompanying consolidated statements of income as marketable security gains (losses), net.

Trade Receivables. Customers of Offshore Marine Services, Aviation Services and Marine Transportation Services are primarily major and independent oil and gas exploration and production companies. Customers of Inland River Services are primarily major agricultural and industrial companies based within the United States. Oil spill, emergency response and remediation services are provided by Environmental Services to domestic and international shippers, major oil companies, independent exploration and production companies, pipeline and transportation companies, power generating operators, industrial companies, airports and state and local government agencies. Customers of Commodity Trading and Logistics include major agricultural and industrial companies, major and independent oil and gas production companies, foreign governments and local distributors. All customers are granted credit on a short-term basis and related credit risks are considered minimal. The Company routinely reviews its trade receivables and makes provisions for probable doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted.

Derivative Instruments. The Company accounts for derivatives through the use of a fair value concept whereby all of the Company's derivative positions are stated at fair value in the accompanying consolidated balance sheets. Realized and unrealized gains and losses on derivatives not designated as hedges are reported in the accompanying consolidated statements of income as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as fair value hedges are recognized as corresponding increases or decreases in the fair value of the underlying hedged item to the extent they are effective, with any ineffective portion reported in the accompanying consolidated statements of income as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as cash flow hedges are reported as a component of other comprehensive income in the accompanying consolidated statement of comprehensive income to the extent they are effective and reclassified into earnings on the same line item associated with the hedged transaction and in the same period the hedged transaction affects earnings. Any ineffective portions of cash flow hedges are reported in the accompanying consolidated statements of income as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as cash flow hedges that are entered into by the Company's equity method investees are also reported as a component of the Company's other comprehensive income (loss) in proportion to the Company's ownership percentage in the investee, with reclassifications and ineffective portions being included in equity in earnings of 50% or less owned companies, net of tax, in the accompanying consolidated statements of income.

Concentrations of Credit Risk. The Company is exposed to concentrations of credit risk associated with its cash and cash equivalents, restricted cash, marketable securities and derivative instruments. The Company minimizes its credit risk relating to these positions by monitoring the financial condition of the financial institutions and counterparties involved and by primarily conducting business with large, well-established financial institutions and diversifying its counterparties. The Company does not currently anticipate nonperformance by any of its significant counterparties. The Company is also exposed to concentrations of credit risk relating to its receivables due from customers in the industries described above. The Company does not generally require collateral or other security to support its outstanding receivables. The Company minimizes its credit risk relating to receivables by performing ongoing credit evaluations and, to date, credit losses have not been material.

Inventories. Inventories are stated at the lower of cost (using the first-in, first-out and average cost methods) or market. Inventories consist primarily of fuel and fuel oil in the Company's Offshore Marine Services, Marine Transportation Services and Inland River Services segments, spare parts and fuel in the Company's Aviation Services segment, and ethanol in the Company's Commodity Trading and Logistics segment. The Company records write-downs, as needed, to adjust the carrying amount of inventories to the lower of cost or market. During the years ended December 31, 2011, 2010, and 2009, the Company recorded market write-downs of $5.3 million, $5.8 million and $0.4 million related to Commodity Trading and Logistics' ethanol and rice inventories.

Property and Equipment. Equipment, stated at cost, is depreciated using the straight line method over the estimated useful life of the asset to an estimated salvage value. With respect to each class of asset, the estimated useful life is typically based upon a newly built asset being placed into service and represents the point at which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older assets that have already exceeded the Company's useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life, typically the next survey or certification date.

As of December 31, 2011, the estimated useful life (in years) of each of the Company's major classes of new equipment was as follows:

Offshore support vessels	20
Helicopters(1)	15
Inland river dry cargo and deck barges	20
Inland river liquid tank barges	25
Inland river towboats	25
U.S.-flag tankers	25
Roll-On/Roll-Off ("RORO") vessels	20
Harbor and offshore tugs	25
Ocean liquid tank barges	25

(1) Effective July 1, 2011, the Company changed its estimated useful life and salvage value for helicopters from 12 to 15 years and 30% to 40%, respectively, due to improvements in new aircraft models that continue to increase their long-term value and make them viable for operation over a longer period of time. For the six months ended December 31, 2011, the change in estimate increased operating income by $7.6 million, net income by $4.9 million and basic and diluted earnings per share by $0.23.

The Company's major classes of property and equipment as of December 31 were as follows (in thousands):

	Historical Cost(1)		Accumulated Depreciation			Net Book Value
2011
Offshore support vessels	$	921,150	$	(355,913	)	$	565,237
Helicopters		693,197		(153,984	)		539,213
Inland river barges and towboats		385,715		(94,064	)		291,651
U.S.-flag tankers		317,894		(135,407	)		182,487
RORO vessels		17,474		(1,208	)		16,266
Harbor and Offshore tugs and ocean liquid tank barges		171,597		(37,871	)		133,726
Other(2)		357,975		(140,776	)		217,199
Construction in progress		240,293		—			240,293
	$	3,105,295	$	(919,223	)	$	2,186,072
2010
Offshore support vessels	$	894,677	$	(337,696	)	$	556,981
Helicopters		645,807		(131,926	)		513,881
Inland river barges and towboats		355,912		(77,021	)		278,891
U.S.-flag tankers		347,011		(140,844	)		206,167
RORO vessels		—		—			—
Harbor and Offshore tugs and ocean liquid tank barges		174,761		(32,668	)		142,093
Other(2)		265,903		(114,877	)		151,026
Construction in progress		119,683		—			119,683
	$	2,803,754	$	(835,032	)	$	1,968,722

(1) Includes property and equipment acquired in business acquisitions and recorded at fair value as of the date of the acquisition.

(2) Includes oil spill equipment, land and buildings, aviation spares, leasehold improvements, fixed-wing aircraft, vehicles and other property and equipment.

Depreciation expense totaled $150.9 million, $158.3 million and $155.1 million in 2011, 2010 and 2009, respectively.

Equipment maintenance and repair costs and the costs of routine overhauls, drydockings and inspections performed on vessels and equipment are charged to operating expense as incurred. Expenditures that extend the useful life or improve the marketing and commercial characteristics of equipment as well as major renewals and improvements to other properties are capitalized.

Aviation Services engages a number of third-party vendors to maintain the engines and certain components on some of its helicopter models under programs known as "power-by-hour" maintenance contracts. These programs require the Company to pay for maintenance service ratably over the contract period, typically based on actual flight hours. Power-by-hour providers generally bill monthly based on hours flown in the prior month, the costs being expensed as incurred. In the event the Company places a helicopter in a program after a maintenance period has begun, it may be necessary to pay an initial buy-in charge based on hours flown since the previous maintenance event. The buy-in charge is normally recorded as a pre-paid expense and amortized as an operating expense over the remaining power-by-hour contract period. If a helicopter is sold or otherwise removed from a program before the scheduled maintenance work is carried out, the Company may be able to recover part of its payments to the power-by-hour provider, in which case the Company records a reduction to operating expenses when it receives the refund.

Certain interest costs incurred during the construction of equipment are capitalized as part of the assets' carrying values and are amortized over such assets' estimated useful lives. Capitalized interest totaled $5.8 million, $3.6 million and $2.3 million in 2011, 2010 and 2009, respectively.

Intangible Assets. The Company's intangible assets primarily arose from business acquisitions (see Note 4) and consist of non-compete agreements, trademarks and tradenames, customer relationships, software and technology, and acquired contractual rights. These intangible assets are amortized over their estimated useful lives ranging from two to ten years. During the years ended December 31, 2011, 2010 and 2009, the Company recognized amortization expense of $5.9 million, $5.2 million and $5.0 million, respectively.

The Company's intangible assets by type were as follows (in thousands):

	Non-Compete Agreements			Trademark/ Tradenames			Customer Relationships			Software/ Technology			Acquired Contractual Rights		Total
	Gross Carrying Value
Year Ended December 31, 2009	$	1,002		$	5,805		$	34,107		$	600		$	4,772	$	46,286
Acquired intangible assets		617			70			500			590			1,064		2,841
Foreign currency translation		—			(1	)		(6	)		—			—		(7	)
Year Ended December 31, 2010		1,619			5,874			34,601			1,190			5,836		49,120
Acquired intangible assets		—			—			2,793			—			3,809		6,602
Foreign currency translation		—			—			2			—			—		2
Fully amortized intangible assets		(85	)		—			(50	)		(600	)		—		(735	)
Year ended December 31, 2011	$	1,534		$	5,874		$	37,346		$	590		$	9,645	$	54,989

	Accumulated Amortization
Year Ended December 31, 2009	$	(434	)	$	(2,281	)	$	(16,280	)	$	(390	)	$	(3,347	)	$	(22,732	)
Amortization expense		(313	)		(578	)		(3,559	)		(248	)		(521	)		(5,219	)
Year Ended December 31, 2010		(747	)		(2,859	)		(19,839	)		(638	)		(3,868	)		(27,951	)
Amortization expense		(570	)		(631	)		(3,446	)		(208	)		(1,092	)		(5,947	)
Fully amortized intangible assets		85			—			50			600			—			735
Year ended December 31, 2011	$	(1,232	)	$	(3,490	)	$	(23,235	)	$	(246	)	$	(4,960	)	$	(33,163	)
Weighted average remaining contractual life, in years		1.33			3.86			4.88			2.92			6.02			4.94

Future amortization expense of intangible assets for each of the years ended December 31 is as follows (in thousands):

2012	$	5,502
2013		4,910
2014		4,332
2015		3,028
2016		1,785
Years subsequent to 2016		2,269
	$	21,826

Impairment of Long-Lived Assets.

The Company performs an impairment analysis of long-lived assets used in operations, including intangible assets, when indicators of impairment are present. If the carrying values of the assets are not recoverable, as determined by the estimated undiscounted cash flows, the carrying values of the assets are reduced to fair value. Generally, fair value is determined using valuation techniques, such as expected discounted cash flows or appraisals, as appropriate. During the years ended 2011, 2010 and 2009, the Company recognized impairment charges of $0.1 million, $19.0 million and $2.3 million, respectively, related to long-lived assets held for use.

During the year ended December 31, 2010, the Seabulk America, a Marine Transportation Services' U.S.-flag product tanker, had been scheduled to undergo a regulatory drydocking, a requirement for continued operation. Given the prevailing market conditions, the Company deferred the drydocking, laid-up the vessel and recognized an impairment charge of $18.7 million reducing the vessel's carrying value to its fair value of $5.0 million. During the year ended December 31, 2011, the Company sold the Seabulk America and recognized a gain on the sale of $1.1 million. The Seabulk America had no operating revenues for the year ended December 31, 2011 and contributed operating revenues of $5.2 million and $12.4 million for the years ended December 31, 2010 and 2009, respectively.

Impairment of 50% or Less Owned Companies. The Company performs regular reviews of each investee's financial condition, the business outlook for its products and services, and its present and projected results and cash flows. When an investee has experienced consistent declines in financial performance or difficulties in raising capital to continue operations, and when the Company expects the decline to be other-than-temporary, the investment is written down to fair value. Actual results may vary from estimates due to the uncertainty regarding the projected financial performance of investees, the severity and expected duration of declines in value, and the available liquidity in the capital markets to support the continuing operations of the investees in which the Company has investments. During the year ended December 31, 2009, the Company recognized impairment charges of $1.1 million related to 50% or less owned companies. The Company did not recognize any impairment charges in 2011 or 2010.

Goodwill. Goodwill is recorded when the purchase price paid for an acquisition exceeds the fair value of net identified tangible and intangible assets acquired. The Company performs an annual impairment test of goodwill and further periodic tests to the extent indicators of impairment develop between annual impairment tests. The Company's impairment review process compares the fair value of the reporting unit to its carrying value, including the goodwill related to the reporting unit. To determine the fair value of the reporting unit, the Company uses a discounted future cash flow approach that uses estimates for revenues, costs and appropriate discount rates, among other things. These estimates are reviewed each time the Company tests goodwill for impairment and are typically developed as part of the Company's routine business planning and forecasting process. While the Company believes its estimates and assumptions are reasonable, variations from those estimates could produce materially different results. The Company did not recognize any goodwill impairments in 2011, 2010 or 2009.

Business Combinations. The Company recognizes, with certain exceptions, 100 percent of the fair value of assets acquired, liabilities assumed, and non-controlling interests when the acquisition constitutes a change in control of the acquired entity. Shares issued in consideration for a business combination, contingent consideration arrangements and pre-acquisition loss and gain contingencies are all measured and recorded at their acquisition-date fair value. Subsequent changes to fair value of contingent consideration arrangements are generally reflected in earnings. Any in-process research and development assets acquired are capitalized as are certain acquisition-related restructuring costs if the criteria related to exit or disposal cost obligations are met as of the acquisition date. Acquisition-related transaction costs are expensed as incurred and any changes in an acquirer's existing income tax valuation allowances and tax uncertainty accruals are recorded as an adjustment to income tax expense. The operating results of entities acquired are included in the accompanying consolidated statements of income from the date of acquisition (see Note 4).

Deferred Financing Costs. Deferred financing costs incurred in connection with the issuance of debt are amortized over the life of the related debt using the effective interest rate method for term loans and straight line method for revolving credit facilities. Amortization expense for deferred financing costs totaled $0.5 million, $0.5 million and $1.0 million in 2011, 2010 and 2009, respectively, and is included in interest expense in the accompanying consolidated statements of income.

Self-insurance Liabilities. The Company maintains hull, liability and war risk, general liability, workers compensation and other insurance customary in the industries in which it operates. Most of the insurance is obtained through SEACOR sponsored programs, with premiums charged to participating businesses based on insured asset values. Both the marine hull and liability policies have significant annual aggregate deductibles. Marine hull annual aggregate deductibles are accrued as claims are incurred by participating businesses and proportionately shared among the participating businesses. Marine liability annual aggregate deductibles are accrued based on historical loss experience and actual claims incurred. The Company also maintains self-insured health benefit plans for its participating employees. Exposure to the health benefit plans are limited by maintaining stop-loss and aggregate liability coverage. To the extent that estimated self-insurance losses, including the accrual of annual aggregate deductibles, differ from actual losses realized, the Company's insurance reserves could differ significantly and may result in either higher or lower insurance expense in future periods.

Income Taxes. Deferred income tax assets and liabilities have been provided in recognition of the income tax effect attributable to the book and tax basis differences of assets and liabilities reported in the accompanying consolidated financial statements. Deferred tax assets or liabilities are provided using the enacted tax rates expected to apply to taxable income in the periods in which they are expected to be settled or realized. Interest and penalties relating to uncertain tax positions are recognized in interest expense and administrative and general, respectively, in the accompanying consolidated statements of income. The Company records a valuation allowance to reduce its deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred Gains – Equipment Sale-Leaseback Transactions and Financed Equipment Sales. From time to time, the Company enters into equipment sale-leaseback transactions with finance companies or provides seller financing on sales of its equipment to third parties or to noncontrolled 50% or less owned companies. A portion of the gains realized from these transactions is not immediately recognized in income and has been recorded in the accompanying consolidated balance sheets in deferred gains and other liabilities. In sale-leaseback transactions (see Note 4), gains are deferred to the extent of the present value of future minimum lease payments and are amortized as reductions to rental expense over the applicable lease terms. In financed equipment sales (see Note 4), gains are deferred to the extent that the repayment of purchase notes is dependent on the future operations of the sold equipment and are amortized based on cash received from the buyers. Deferred gain activity related to these transactions for the years ended December 31 was as follows (in thousands):

	2011			2010			2009
Balance at beginning of year	$	113,871		$	58,008		$	61,613
Deferred gains arising from equipment sales		14,319			76,914			17,471
Amortization of deferred gains included in operating expenses as reduction to rental expense		(22,191	)		(17,819	)		(16,960	)
Amortization of deferred gains included in gains on asset dispositions and impairments, net		(2,947	)		(3,232	)		(3,487	)
Reductions of deferred gains on repurchased equipment and other		(10	)		—			(629	)
Balance at end of year	$	103,042		$	113,871		$	58,008

Deferred Gains – Equipment Sales to the Company's 50% or Less Owned Companies. A portion of the gains realized from non-financed sales of the Company's vessels, helicopters and barges to its 50% or less owned companies is not immediately recognized in income and has been recorded in the accompanying consolidated balance sheets in deferred gains and other liabilities. Effective January 1, 2009, the Company adopted new accounting rules established by the FASB relating to the sale of its equipment to its noncontrolled 50% or less owned companies. For transactions occurring subsequent to the adoption of the new accounting rules, gains are deferred only to the extent of the Company's uncalled capital commitments and amortized as those commitments lapse or funded amounts are returned by the noncontrolled 50% or less owned companies. For transactions occurring prior to the adoption of the new accounting rules, gains were deferred and are being amortized based on the Company's ownership interest, the Company's uncalled capital commitments, cash received and the applicable equipments' depreciable lives. Deferred gain activity related to these transactions for the years ended December 31 was as follows (in thousands):

	2011			2010			2009
Balance at beginning of year	$	17,965		$	35,223		$	37,591
Deferred gains arising from equipment sales		—			1,000			—
Amortization of deferred gains included in gains on asset dispositions and impairments, net		(1,437	)		(6,063	)		(2,368	)
Deferred gains recognized on the Seaspraie Acquisition (see Note 4) and included in gains on asset dispositions and impairments, net		—			(12,195	)		—
Balance at end of year	$	16,528		$	17,965		$	35,223

 Stock Based Compensation. Stock based compensation is amortized to compensation expense on a straight line basis over the requisite service period of the grants using the Black-Scholes valuation model. The Company will reconsider its use of this model if additional information becomes available in the future that indicates another model would be more appropriate, or if grants issued in future periods have characteristics that cannot be reasonably estimated using this model. The Company does not estimate forfeitures in its expense calculations as forfeiture history has been minor. The Company presents the excess tax benefits from the exercise of stock options as a financing cash flow in the accompanying consolidated statements of cash flows.

Accumulated Other Comprehensive Loss. The components of accumulated other comprehensive income (loss) were as follows (in thousands):

	SEACOR Holdings Inc. Stockholders												Noncontrolling Interests
	Foreign Currency Translation Adjustments			Derivative Losses on Cash Flow Hedges, net			Other			Total			Foreign Currency Translation Adjustments			Other Comprehensive Income (Loss)
Year ended December 31, 2008	$	(5,045	)	$	—		$	—		$	(5,045	)	$	—
Other comprehensive income (loss)		3,063			(314	)		—			2,749			—		$	2,749
Income tax (expense) benefit		(1,074	)		110			—			(964	)		—			(964	)
Year ended December 31, 2009		(3,056	)		(204	)		—			(3,260	)		—		$	1,785
Other comprehensive loss		(1,443	)		(4,199	)		(171	)		(5,813	)		—		$	(5,813	)
Income tax benefit		504			1,470			60			2,034			—			2,034
Year ended December 31, 2010		(3,995	)		(2,933	)		(111	)		(7,039	)		—		$	(3,779	)
Other comprehensive income (loss)		(629	)		(900	)		116			(1,413	)		(118	)	$	(1,531	)
Income tax (expense) benefit		220			315			(41	)		494			—			494
Year ended December 31, 2011	$	(4,404	)	$	(3,518	)	$	(36	)	$	(7,958	)	$	(118	)	$	(1,037	)

Foreign Currency Translation. The assets, liabilities and results of operations of certain SEACOR subsidiaries are measured using their functional currency which is the currency of the primary foreign economic environment in which they operate. Upon consolidating these subsidiaries with SEACOR, their assets and liabilities are translated to U.S. dollars at currency exchange rates as of the balance sheet dates and their revenues and expenses are translated at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating these subsidiaries' financial statements are reported in other comprehensive income (loss) in the accompanying consolidated statements of comprehensive income.

Foreign Currency Transactions. Certain SEACOR subsidiaries enter into transactions denominated in currencies other than their functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in foreign currency gains (losses), net in the accompanying consolidated statements of income in the period in which the currency exchange rates change.

Earnings Per Share. Basic earnings per common share of SEACOR are computed based on the weighted average number of common shares issued and outstanding during the relevant periods. Diluted earnings per common share of SEACOR are computed based on the weighted average number of common shares issued and outstanding plus the effect of potentially dilutive securities through the application of the treasury stock and if-converted methods. Dilutive securities for this purpose assumes restricted stock grants have vested, common shares have been issued pursuant to the exercise of outstanding stock options and common shares have been issued pursuant to the conversion of all outstanding convertible notes. For the years ended December 31, 2011, 2010 and 2009, diluted earnings per common share of SEACOR excluded 338,920, 281,265 and 810,260, respectively, of certain share awards as the effect of their inclusion in the computation would have been antidilutive.

Computations of basic and diluted earnings per common share of SEACOR for the years ended December 31 were as follows (in thousands, except share data).

	Net Income		Average o/s Shares		Per Share
2011
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	41,056		21,119,461	$	1.94
Effect of Dilutive Securities, net of tax:
Options and Restricted Stock		—		347,382
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	41,056		21,466,843	$	1.91
2010
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	244,724		21,402,441	$	11.43
Effect of Dilutive Securities:
Options and Restricted Stock		—		354,776
Diluted Earnings Per Common Share of SEACOR Holdings Inc	$	244,724		21,757,217	$	11.25
2009
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	143,810		19,950,702	$	7.21
Effect of Dilutive Securities:
Options and Restricted Stock		—		189,545
Convertible Securities		9,870		3,247,921
Diluted Earnings Per Common Share of SEACOR Holdings Inc	$	153,680		23,388,168	$	6.57

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Investments, At Equity, And Advances To 50% Or Less Owned Companies (Tables)

12 Months Ended

Dec. 31, 2011

Investments, At Equity, And Advances To 50% Or Less Owned Companies [Abstract]

Investments, At Equity, And Advances To 50% Or Less Owned Companies

	Ownership	2011		2010
Illinois Corn Processing	50.0%	$	32,046	$	31,621
SCFCo Holdings	50.0%		25,302		23,810
DHC	50.0%		25,128		19,701
Hawker Pacific	34.2%		23,807		24,787
MexMar	49.0%		17,118		—
Bunge-SCF Grain	50.0%		16,577		150
Avion	39.1%		15,171		9,336
SeaJon	50.0%		12,284		—
Nautical Power	50.0%		10,248		12,551
Dynamic Offshore	20.0%		10,149		—
Aeroleo	50.0%		9,160		—
Sea-Cat Crewzer	50.0%		7,493		10,483
Era do Brazil	50.0%		6,744		—
C-Lift	50.0%		6,249		7,605
Soylutions	50.0%		—		8,244
Avion Logistics Limited	50.0%		—		570
Other	20.0% – 50.0%		34,362		33,529
		$	251,838	$	182,387

Summarized Financial Information For The Company's Investments, At Equity

	2011		2010
Current assets	$	373,360	$	296,557
Noncurrent assets		550,843		409,834
Current liabilities		253,502		153,643
Noncurrent liabilities		236,994		255,842

	2011			2010		2009
Operating Revenues	$	791,425		$	360,923	$	259,720
Costs and Expenses:
Operating and administrative		733,239			279,199		173,230
Depreciation		35,990			28,291		22,122
		769,229			307,490		195,352
Operating Income	$	22,196		$	53,433	$	64,368
Net Income (Loss)	$	(1,932	)	$	37,146	$	43,631

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Share Based Compensation (Schedule Of Share-based Compensation, Restricted Stock And Restricted Stock Units Activity) (Details) (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units, Outstanding as of December 31, 2010	531	1,070	1,445
Granted Number of Shares	650	63	600
Restricted Stock Unit, Outstanding as of September 30, 2011	1,130	531	1,070
Options And Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units, Outstanding as of December 31, 2010	332,481
Weighted Average Grant Price Nonvested	78.09
Granted Number of Shares	183,500
Granted Weighted Average Grant Price	98.26
Vested Number of Shares	(18,975)
Vested Weighted Average Grant Price	82.16
Forfeited Number of Shares	(4,100)
Forfeited Weighted Average Grant Price	76.89
Restricted Stock Unit, Outstanding as of September 30, 2011	492,906
Weighted Average Grant Price Nonvested	85.45
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units, Outstanding as of December 31, 2010	531
Weighted Average Grant Price Nonvested	68.62
Granted Number of Shares	650
Granted Weighted Average Grant Price	98.37
Vested Number of Shares	(51)
Vested Weighted Average Grant Price	79.53
Forfeited Number of Shares
Forfeited Weighted Average Grant Price
Restricted Stock Unit, Outstanding as of September 30, 2011	1,130
Weighted Average Grant Price Nonvested	85.08

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Supplemental Information For Statements Of Cash Flows (Tables)

12 Months Ended

Dec. 31, 2011

Supplemental Information For Statements Of Cash Flows [Abstract]

Cash Flow Supplemental Information

	2011		2010		2009
Income taxes paid	$	8,398	$	151,501	$	47,535
Income taxes refunded		2,499		25,901		7,534
Interest paid, excluding capitalized interest		39,559		43,445		52,155
Schedule of Non-Cash Investing and Financing Activities:
Company financed purchase of noncontrolling interests		—		—		7,000
Company financed sale of vessels		11,889		7,088		7,603
Equipment received on extinguishment of note receivable		—		6,211		—
Contribution of assets to business ventures		12,361		—		14,685
Contribution of assets from noncontrolling interests		124		—		—
Settlement of Convertible Debentures, including purchase of conversion option – Common Stock		—		—		217,174

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Fair Value Measurements (Non-Financial Assets And Liabilities Measured At Fair Value) (Details) (USD $)	12 Months Ended
	Dec. 31, 2011		Dec. 31, 2010
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Decrease in other current liabilities	$ 200,000
Number of helicopters leased	3
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Lease Obligations for Helicopters (included in other current liabilities)	395,000	[1]	879,000	[2]
Investment In SES Kazakhstan [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in affiliates (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)			1,000,000	[3]
Investment In Seaspraie [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in affiliates (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)			56,255,000	[4]
Avion Logistics Limited [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in affiliates (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)	1,000,000	[5]
Soylutions LLC [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in affiliates (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)	11,992,000	[6]
Mantenimiento Express Maritimo, S.A.P.I. De C.V. [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in affiliates (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)	16,415,000	[7]
Helicopters [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment charge			100,000
Helicopters [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Held For Sale Helicopter			200,000	[8]
Helicopter Lease In Agreements [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment charge			200,000
Seabulk America [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment charge			18,700,000
Seabulk America [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in affiliates (included in Investments, at Equity, and Advances to 50% or Less Owned Companies)			$ 5,000,000	[9]

[1] During the year ended December 31, 2011, the Company recorded a gain of $0.2 million to decrease the carrying value of its exit obligations for three leased-in helicopters.

[2] During the year ended December 31, 2010, the Company recorded an impairment charge of $0.2 million to increase the carrying value of its exit obligations for three leased-in helicopters.

[3] During the year ended December 31, 2010, the Company marked its investment in its SES-Kazakhstan joint venture to fair value following the acquisition of a controlling interest (see Note 4). The investment's fair value was based on the Company's purchase price of the non-controlling interest.

[4] During the year ended December 31, 2010, the Company marked its investment in its Seaspraie joint venture to fair value following the acquisition of a controlling interest (see Note 4). The investment's fair value, consisting of barges and financial assets, was primarily based on the sale of similar equipment to an unrelated third party.

[5] On June 1, 2011, the Company marked its investment in its Avion Logistics Limited joint venture to fair value following the acquisition of controlling interests (see Note 5). The investments' fair values were determined based on the Company's purchase price of the acquired interests.

[6] On July 29 2011, the Company marked its investment in its Soylutions LLC joint venture to fair value following the acquisition of controlling interests (see Note 5). The investments' fair values were determined based on the Company's purchase price of the acquired interests.

[7] On July 1, 2011, the Company marked its investment in its Mantenimiento Express Maritimo, S.A.P.I. De C.V. joint venture to fair value following the joint venture's sale of an additional equity interest to an unrelated third party (see Note 5). The investment's fair value was determined based on the third party's purchase price of the acquired interest.

[8] During the year ended December 31, 2010, the Company recorded an impairment charge of $0.1 million to reduce its carrying value of one helicopter to fair value.

[9] During the year ended December 31, 2010, the Company recorded an impairment charge of $18.7 million to reduce the carrying value of one of its tankers, the Seabulk America, to its fair value. Fair value was determined by an independent market valuation based on the sale of similar equipment.

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Income Taxes (Schedule Of Effective Income Tax Rate) (Details)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Income Taxes [Abstract]
Statutory rate	35.00%	35.00%	35.00%
Non-deductible expenses	1.80%	0.60%	1.50%
State effective tax rate changes	(3.30%)	(0.40%)	1.00%
State taxes	2.90%	2.20%	0.90%
Other	3.30%	0.30%	0.00%
Effective Income Tax Rate	39.70%	37.70%	38.40%

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011		Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 467,601		$ 370,028
Restricted cash	21,281		12,651
Marketable securities	66,898		147,409
Receivables:
Trade, net of allowance for doubtful accounts of $3,652 and $4,212 in 2011 and 2010, respectively	334,863		450,912
Other	54,293		72,448
Inventories	72,660		67,498
Deferred income taxes	11,498		5,442
Prepaid expenses and other	11,453		18,414
Total current assets	1,040,547		1,144,802
Property and Equipment	3,105,295	[1]	2,803,754	[1]
Accumulated depreciation	(919,223)		(835,032)
Net property and equipment	2,186,072		1,968,722
Investments, at Equity, and Advances to 50% or Less Owned Companies	251,838		182,387
Construction Reserve Funds & Title XI Reserve Funds	259,974		323,885
Goodwill	65,067		61,779
Intangible Assets, Net	21,826		21,169
Other Assets, net of allowance for doubtful accounts of $1,830 in 2010	102,810		57,645
Total assets	3,928,134		3,760,389
LIABILITIES AND EQUITY
Current portion of long-term debt	41,091		14,618
Current portion of capital lease obligations	2,368		1,030
Accounts payable and accrued expenses	202,528		322,785
Accrued wages and benefits	37,310		38,842
Accrued interest	7,974		7,625
Accrued income taxes	14,567		15,498
Short sales of marketable securities	22,612		36,076
Accrued capital, repair and maintenance expenditures	7,985		7,462
Deferred revenues	10,022		29,322
Other current liabilities	55,069		62,255
Total current liabilities	401,526		535,513
Long-Term Debt	995,450		697,427
Capital Lease Obligations	3,068		5,493
Deferred Income Taxes	575,303		567,880
Deferred Gains and Other Liabilities	144,724		156,711
Total liabilities	2,120,071		1,963,024
Equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued nor outstanding
Common stock, $.01 par value, 60,000,000 shares authorized; 36,444,439 and 36,110,719 shares issued in 2011 and 2010, respectively	364		361
Additional paid-in capital	1,256,209		1,225,296
Retained earnings	1,512,679		1,471,623
Shares held in treasury of 15,511,323 and 14,711,211 in 2011 and 2010, respectively, at cost	(971,687)		(903,004)
Accumulated other comprehensive loss, net of tax	(7,958)		(7,039)
Stockholders' equity attributable to parent, total	1,789,607		1,787,237
Noncontrolling interests in subsidiaries	18,456		10,128
Total equity	1,808,063		1,797,365
Liabilities and stockholders' equity, total	$ 3,928,134		$ 3,760,389

[1] Includes property and equipment acquired in business acquisitions and recorded at fair value as of the date of the acquisition.

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Nature Of Operations And Accounting Policies (Schedule Of Property And Equipment By Major Classes) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009
Property, Plant and Equipment [Line Items]
Historical Cost	$ 3,105,295	[1]	$ 2,803,754	[1]
Accumulated Depreciation	(919,223)		(835,032)
Net Book Value	2,186,072		1,968,722		2,078,748
Offshore Support Vessels [Member]
Property, Plant and Equipment [Line Items]
Historical Cost	921,150	[1]	894,677	[1]
Accumulated Depreciation	(355,913)		(337,696)
Net Book Value	565,237		556,981
Helicopters [Member]
Property, Plant and Equipment [Line Items]
Historical Cost	693,197	[1]	645,807	[1]
Accumulated Depreciation	(153,984)		(131,926)
Net Book Value	539,213		513,881
Inland River Barges And Towboats [Member]
Property, Plant and Equipment [Line Items]
Historical Cost	385,715	[1]	355,912	[1]
Accumulated Depreciation	(94,064)		(77,021)
Net Book Value	291,651		278,891
U.S. -Flag Tankers [Member]
Property, Plant and Equipment [Line Items]
Historical Cost	317,894	[1]	347,011	[1]
Accumulated Depreciation	(135,407)		(140,844)
Net Book Value	182,487		206,167
Harbor And Offshore Tugs And Ocean Liquid Tank Barges [Member]
Property, Plant and Equipment [Line Items]
Historical Cost	171,597	[1]	174,761	[1]
Accumulated Depreciation	(37,871)		(32,668)
Net Book Value	133,726		142,093
Equipment, Furniture, Fixtures, Vehicles And Other [Member]
Property, Plant and Equipment [Line Items]
Historical Cost	357,975	[1]	265,903	[1]
Accumulated Depreciation	(140,776)		(114,877)
Net Book Value	217,199		151,026
RORO Vessels [Member]
Property, Plant and Equipment [Line Items]
Historical Cost	17,474	[1]		[1]
Accumulated Depreciation	(1,208)
Net Book Value	16,266
Construction In Progress [Member]
Property, Plant and Equipment [Line Items]
Historical Cost	240,293	[1]	119,683	[1]
Net Book Value	$ 240,293		$ 119,683

[1] Includes property and equipment acquired in business acquisitions and recorded at fair value as of the date of the acquisition.

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Consolidated Statements Of Changes In Equity (USD $) In Thousands, unless otherwise specified	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Shares Held In Treasury [Member]	Accumulated Other Comprehensive Loss [Member]	Non-Controlling Interests In Subsidiaries [Member]	Total
Balance at Dec. 31, 2008	$ 324	$ 956,457	$ 1,402,771	$ (724,357)	$ (5,045)	$ 12,078	$ 1,642,228
Issuance of common stock:
Conversion of debt	27	205,631					205,658
Purchase of conversion option in convertible debt	2	11,513					11,515
Employee Stock Purchase Plan				2,361			2,361
Exercise of stock options	1	4,064					4,065
Director stock awards		374					374
Restricted stock and restricted stock units	2	(776)		(17)			(791)
Purchase of treasury shares				(45,854)			(45,854)
Purchase of conversion options in convertible debt, net of tax		(8,804)					(8,804)
Amortization of share awards		12,993					12,993
Cancellation of restricted stock		571		(571)
Purchase of subsidiary shares from noncontrolling interests						(5,501)	(5,501)
Acquisition of subsidiary with noncontrolling interests						3,043	3,043
Disposition of subsidiary with noncontrolling interests						(27)	(27)
Dividends paid to noncontrolling interests						(2,257)	(2,257)
Comprehensive income:
Net income			143,810			1,293	145,103
Other comprehensive loss					1,785		1,785
Balance at Dec. 31, 2009	356	1,182,023	1,546,581	(768,438)	(3,260)	8,629	1,965,891
Issuance of common stock:
Employee Stock Purchase Plan				2,552			2,552
Exercise of stock options	3	21,561					21,564
Director stock awards		319					319
Restricted stock and restricted stock units	2	1,951		131			2,084
Special Cash Dividend			(319,682)				(319,682)
Purchase of treasury shares				(137,068)			(137,068)
Amortization of share awards		19,254					19,254
Cancellation of restricted stock		181		(181)
Purchase of subsidiary shares from noncontrolling interests		7				(46)	(39)
Dividends paid to noncontrolling interests						(1,125)	(1,125)
Cash received from noncontrolling interests						1,410	1,410
Comprehensive income:
Net income			244,724			1,260	245,984
Other comprehensive loss					(3,779)		(3,779)
Balance at Dec. 31, 2010	361	1,225,296	1,471,623	(903,004)	(7,039)	10,128	1,797,365
Issuance of common stock:
Employee Stock Purchase Plan				2,971			2,971
Exercise of stock options	1	8,776					8,777
Director stock awards		363					363
Restricted stock and restricted stock units	2	123		1			126
Purchase of treasury shares				(71,290)			(71,290)
Amortization of share awards		21,589					21,589
Cancellation of restricted stock		365		(365)
Purchase of subsidiary shares from noncontrolling interests		(303)				(2,092)	(2,395)
Acquisition of subsidiary with noncontrolling interests						10,284	10,284
Issuance of noncontrolling interests						1,853	1,853
Disposition of subsidiary with noncontrolling interests						(49)	(49)
Dividends paid to noncontrolling interests						(2,644)	(2,644)
Comprehensive income:
Net income			41,056			1,094	42,150
Other comprehensive loss					(919)	(118)	(1,037)
Balance at Dec. 31, 2011	$ 364	$ 1,256,209	$ 1,512,679	$ (971,687)	$ (7,958)	$ 18,456	$ 1,808,063

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Valuation And Qualifying Accounts (Details) (Allowance For Doubtful Accounts [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009
Allowance For Doubtful Accounts [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance Beginning of Year	$ 6,042		$ 5,909		$ 6,618
Charges to Cost and Expenses	(186)		1,330		1,717
Deductions	(2,204)	[1]	(1,197)	[1]	(2,426)	[1]
Balance End of Year	$ 3,652		$ 6,042		$ 5,909

[1] Trade and notes receivable amounts deemed uncollectible that were removed from accounts receivable and allowance for doubtful accounts.

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Acquisitions And Dispositions (Narrative) (Details)	3 Months Ended										12 Months Ended																																					7 Months Ended	12 Months Ended					12 Months Ended								12 Months Ended						12 Months Ended			3 Months Ended
	Dec. 31, 2011 USD ($)		Sep. 30, 2011 USD ($)	Jun. 30, 2011 USD ($)	Mar. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)		Sep. 30, 2010 USD ($)	Jun. 30, 2010 USD ($)	Mar. 31, 2010 USD ($)	Dec. 31, 2011 USD ($) months		Dec. 31, 2010 USD ($)		Dec. 31, 2009 USD ($)		Dec. 31, 2011 50% or Less Owned Subsidiaries [Member]	Dec. 31, 2011 Offshore Support Vessels [Member] USD ($)		Dec. 31, 2010 Offshore Support Vessels [Member]	Dec. 31, 2009 Offshore Support Vessels [Member]		Dec. 31, 2010 Dry Cargo Barges [Member]	Dec. 31, 2011 Anchor Handling Towing Supply [Member]		Dec. 31, 2010 Anchor Handling Towing Supply [Member] USD ($)	Dec. 31, 2009 Anchor Handling Towing Supply [Member]		Dec. 31, 2010 Double-Hull Product Tankers [Member] USD ($)	Dec. 31, 2011 Inland River Towboats [Member]		Dec. 31, 2009 Inland River Towboats [Member] USD ($) months		Dec. 31, 2011 Sales Leaseback Equipment [Member]	Dec. 31, 2010 Sales Leaseback Equipment [Member]	Dec. 31, 2010 Crew Vessels [Member] USD ($)	Dec. 31, 2009 Crew Vessels [Member] USD ($)	Dec. 31, 2010 Minimum [Member] months	Dec. 31, 2010 Maximum [Member] months	Dec. 31, 2011 Lewis & Clark Acquisition [Member] USD ($)	Dec. 22, 2011 Windcat Acquisition [Member]	Dec. 22, 2011 Windcat Acquisition [Member] Offshore Utility Vessels [Member] USD ($)	Dec. 21, 2011 Naviera Acquisition [Member] USD ($)	Jul. 29, 2011 Soylutions Acquisition [Member] USD ($)	Apr. 13, 2011 G & G Shipping Acquisition [Member] USD ($)	Dec. 31, 2011 SES Kazakhstan Acquisition [Member] USD ($)	Aug. 31, 2010 SES Kazakhstan Acquisition [Member] USD ($)	Jul. 31, 2010 SEASPRAIE Acquisition [Member] USD ($)	Dec. 31, 2011 PIER Acquisition [Member] USD ($)	Dec. 31, 2010 PIER Acquisition [Member] USD ($)	May 31, 2011 PIER Acquisition [Member] USD ($)	Dec. 01, 2010 PIER Acquisition [Member] USD ($)	Dec. 01, 2009 PIER Acquisition [Member] USD ($)	Dec. 31, 2011 Pier Acquisition Aggregate [Member] USD ($)	Dec. 31, 2010 CBK Acquisition [Member] USD ($)	Jan. 31, 2010 CBK Acquisition [Member] USD ($)	Dec. 31, 2009 CBK Acquisition [Member] USD ($)	Dec. 01, 2009 CBK Acquisition [Member] USD ($)	Aug. 03, 2009 SES-CHEM Acquisition [Member] USD ($)	May 21, 2009 V & A Acquisition [Member] USD ($)	Dec. 31, 2011 Rivers Edge Acquisition [Member] USD ($)	Dec. 31, 2011 SRI Acquisition [Member] USD ($)	Dec. 31, 2009 SRI Acquisition [Member] USD ($)	Dec. 31, 2009 Link Acquisition [Member] USD ($)	Dec. 31, 2009 Link Acquisition [Member] GBP (£)	Dec. 31, 2011 Link Acquisition [Member] USD ($)	Dec. 31, 2011 Link Acquisition [Member] GBP (£)	Dec. 31, 2010 RMA Acquisition [Member] USD ($)	Dec. 31, 2009 RMA Acquisition [Member] USD ($)	Dec. 31, 2011 RMA Acquisition [Member] USD ($)	Jun. 30, 2012 Superior Energy Services, LLC [Member] USD ($)	Feb. 07, 2012 SEACOR Environmental Services [Member] USD ($)
Business Acquisition [Line Items]
Controlling interest obtained																																									75.00%		70.00%	100.00%	70.00%		100.00%	100.00%											51.00%
Purchase price of acquisition	$ 90,588,000	[1]				$ 5,643,000	[1]				$ 90,588,000	[1]	$ 5,643,000	[1]	$ 4,085,000	[1]																										$ 21,500,000	$ 1,900,000		$ 33,500,000		$ 1,000,000						$ 2,400,000							$ 4,000,000	$ 4,200,000									$ 12,500,000
Sale price of a disposition																																																																								97,000,000
Cash paid on acquisition																																								29,600,000				11,900,000	30,300,000		600,000						1,700,000		200,000		300,000	500,000	100,000	1,300,000						4,500,000	2,300,000
Contingent consideration on acquisition																																															400,000				700,000		700,000
Maximum additional consideration received by selling partner																																														400,000			1,300,000												4,800,000	39,500,000					2,800,000			8,500,000
Business acquisition additional consideration earned by acquired entity																																																	100,000													100,000
Aggregate additional consideration paid													8,500,000																																				600,000	200,000				800,000								6,100,000	2,100,000	100,000	61,560			6,400,000	500,000
Cash acquired	5,300,000					1,700,000					5,300,000		1,700,000		1,900,000
Purchase consideration, note receivable																																													3,200,000															2,700,000
Business acquisition goodwill	3,264,000					7,276,000					3,264,000		7,276,000		2,858,000																									1,600,000			1,000,000		600,000							1,000,000				300,000
Fair value gain, net of tax																																														500,000		2,500,000
Distribution of financial assets and equipment																																																56,100,000
Deferred gains on asset sales																																																12,200,000
Number of lift boats agreed to acquire																																																																							18
Purchases of property and equipment											332,312,000		250,626,000		180,024,000																																																								134,000,000
Capital expenditures											332,300,000		250,600,000		180,000,000
Equipment dispositions											101,800,000		361,700,000		103,700,000																					1,500,000	14,100,000
Number of equipment sold													1,000,000				1	11	[2]	8	19	[3]	60	1	[2]	3	1	[3]	2	1	[2]	3	[3]	1	1	1	5
Sale and leaseback proceeds											36,300,000															217,300,000						17,700,000
Sale and leaseback proceeds													59,100,000					19,100,000
Deferred gain on sale of property	7,700,000					1,000,000					7,700,000		1,000,000					6,600,000								75,700,000			69,300,000			14,100,000				1,200,000	3,400,000
Lease term											84																					84						60	158
Operating Revenues	$ 561,808,000		$ 571,424,000	$ 536,446,000	$ 472,264,000	$ 580,384,000		$ 979,833,000	$ 694,576,000	$ 394,575,000	$ 2,141,942,000		$ 2,649,368,000		$ 1,711,338,000

[1] Purchase price is net of cash acquired (totaling $5.3 million, $1.7 million and $1.9 million in 2011, 2010 and 2009, respectively).

[2] Excludes four crew and one mini-supply vessels operated by Offshore Marine Services' Mexican joint venture (see Note 5) and includes one helicopter previously removed from service.

[3] Excludes one specialty vessel contributed to the Sea-Cat Crewzer joint venture (see Note 5) and one mini-supply vessel and two helicopters removed from service and includes the sale of one harbor tug previously removed from service.

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2011

Long-Term Debt [Abstract]

Schedule Of Company's Borrowings

	2011			2010
7.375% Senior Notes (excluding unamortized discount of $1.3 million)	$	233,500		$	233,500
5.875% Senior Notes (excluding unamortized discount of $0.2 million)		176,519			178,724
Title XI Bonds (excluding unamortized discount of $10.3 million)		95,906			100,760
SEACOR Revolving Credit Facility		175,000			125,000
ERA Group Inc. Senior Secured Revolving Credit Facility		252,000			—
Other (excluding unamortized discount of $1.0 million)		116,423			87,805
		1,049,348			725,789
Portion due within one year(1)		(41,091	)		(14,618	)
Debt discount, net		(12,807	)		(13,744	)
	$	995,450		$	697,427

(1) Excludes $176.5 million, in principal amount, of the Company's 5.875% Senior Notes due in 2012 as the Company has the ability and current intent to repay the outstanding balance by drawing on the SEACOR Revolving Credit Facility, which matures in 2013.

Schedule Of Long-Term Debt Maturities

2012	$	41,091
2013		365,810
2014		14,957
2015		44,962
2016		264,689
Years subsequent to 2016		317,839
	$	1,049,348

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Investments, At Equity, And Advances To 50% Or Less Owned Companies (Investments, At Equity, And Advances To 50% Or Less Owned Companies) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011 Illinois Corn Processing LLC [Member]	Dec. 31, 2010 Illinois Corn Processing LLC [Member]	Dec. 31, 2011 Hawker Pacific Airservices, Limited [Member]	Jun. 01, 2011 Hawker Pacific Airservices, Limited [Member]	Dec. 31, 2010 Hawker Pacific Airservices, Limited [Member]	Dec. 31, 2011 SCFCo Holdings [Member]	Dec. 31, 2010 SCFCo Holdings [Member]	Dec. 31, 2011 Dart Helicopter Services LLC [Member]	Jul. 31, 2011 Dart Helicopter Services LLC [Member]	Dec. 31, 2010 Dart Helicopter Services LLC [Member]	Dec. 31, 2011 MexMar [Member]	Dec. 31, 2011 Bunge-SCF Grain [Member]	Dec. 31, 2010 Bunge-SCF Grain [Member]	Dec. 31, 2011 Avion Pacific Limited [Member]	Dec. 31, 2010 Avion Pacific Limited [Member]	Feb. 27, 2006 Avion Pacific Limited [Member]	Dec. 31, 2011 SeaJon [Member]	Dec. 31, 2011 Nautical Power [Member]	Dec. 31, 2010 Nautical Power [Member]	Dec. 31, 2011 Dynamic Offshore Drilling Ltd. [Member]	Apr. 04, 2011 Dynamic Offshore Drilling Ltd. [Member]	Dec. 31, 2011 Aeroleo Taxi Aereo S/A [Member]	Dec. 31, 2011 Sea Cat Crewzer [Member]	Dec. 31, 2010 Sea Cat Crewzer [Member]	Dec. 31, 2011 Era Do Brazil LLC [Member]	Dec. 31, 2011 C-Lift LLC [Member]	Dec. 31, 2010 C-Lift LLC [Member]	Dec. 31, 2011 Soylutions [Member]	Dec. 31, 2010 Soylutions [Member]	Dec. 31, 2011 Avion Logistics Limited [Member]	Dec. 31, 2010 Avion Logistics Limited [Member]	Dec. 31, 2011 Other [Member]	Dec. 31, 2010 Other [Member]	Dec. 31, 2011 Minimum [Member] Other [Member]
Schedule Of Equity Method Investments [Line Items]
Ownership of equity interest			50.00%		34.20%	34.20%		50.00%		50.00%	50.00%		49.00%	50.00%		39.10%		0.278%	50.00%	50.00%		20.00%	20.00%	50.00%	50.00%		50.00%	50.00%		50.00%		50.00%		0.00%		20.00%
Investments, at equity, and advances to 50% or less owned companies	$ 251,838	$ 182,387	$ 32,046	$ 31,621	$ 23,807		$ 24,787	$ 25,302	$ 23,810	$ 25,128		$ 19,701	$ 17,118	$ 16,577	$ 150	$ 15,171	$ 9,336		$ 12,284	$ 10,248	$ 12,551	$ 10,149		$ 9,160	$ 7,493	$ 10,483	$ 6,744	$ 6,249	$ 7,605		$ 8,244		$ 570	$ 34,362	$ 33,529

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Commitments And Contingencies

12 Months Ended

Dec. 31, 2011

Commitments And Contingencies [Abstract]

Commitments And Contingencies

15. COMMITMENTS AND CONTINGENCIES

The Company's unfunded capital commitments as of December 31, 2011 consisted primarily of offshore support vessels, helicopters, inland river tank barges, harbor tugs, an interest in a river grain terminal, an interest in a dry-bulk articulated tug-barge and other property and equipment. These commitments totaled $312.5 million, of which $199.3 million is payable during 2012 with the balance payable through 2014. Of the total unfunded capital commitments, $43.6 million may be terminated without further liability other than the payment of liquidated damages of $1.4 million. Subsequent to December 31, 2011, the Company committed to purchase additional equipment for $50.3 million.

On August 19, 2011, the Company granted two fixed price purchase options to an unrelated third party to acquire up to 25% of the outstanding common stock of O'Brien's Response Management Inc., a component of the Environmental Services business segment. The first option to acquire a 12.5% interest may be exercised beginning August 19, 2012 through August 19, 2014. If the first option is exercised, the second option to acquire an additional 12.5% may be exercised beginning August 19, 2013 through August 19, 2015.

On June 12, 2009, a purported civil class action was filed against the Company, Era Group Inc., Era Helicopters LLC and three other defendants (collectively, the "Defendants") in the U.S. District Court for the District of Delaware, Superior Offshore International, Inc. v. Bristow Group Inc., et al., No. 09-CV-438 (D. Del.). The Complaint alleges that the Defendants violated federal antitrust law by conspiring with each other to raise, fix, maintain or stabilize prices for offshore helicopter services in the U.S. Gulf of Mexico during the period January 2001 to December 2005. The purported class of plaintiffs includes all direct purchasers of such services and the relief sought includes compensatory damages and treble damages. The Company believes that the claims set forth in the Complaint are without merit and intends to vigorously defend the action. On September 4, 2009, the Defendants filed a motion to dismiss the Complaint. On September 14, 2010, the Court entered an order dismissing the Complaint. On September 28, 2010, the plaintiffs filed a motion for reconsideration and amendment and a motion for re-argument (the "Motions"). On November 30, 2010, the Court granted the Motions, amended the Court's September 14, 2010 Order to clarify that the dismissal was without prejudice, permitted the filing of an Amended Complaint, and authorized limited discovery with respect to the new allegations in the Amended Complaint. Following the completion of such limited discovery, on February 11, 2011, the Defendants filed a motion for summary judgment to dismiss the Amended Complaint with prejudice. On June 23, 2011, the Court granted summary judgment for the Defendants. On July 22, 2011, the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Third Circuit. On August 9, 2011, Defendants moved for certain excessive costs, expenses, and attorneys' fees under 28 U.S.C. § 1927. That motion is fully briefed and a decision is pending. On October 11, 2011, the plaintiffs filed their opening appeal brief with the U.S. Court of Appeals for the Third Circuit. That motion is fully briefed and oral argument is calendared for March 20, 2012. The Company is unable to estimate the potential exposure, if any, resulting from these claims but believes they are without merit and will continue to vigorously defend the action.

On July 14, 2010, a group of individuals and entities purporting to represent a class commenced a civil action in the U.S. District Court for the Eastern District of Louisiana, Terry G. Robin, et al. v. Seacor Marine, L.L.C., et al., No. 2:10-cv-01986 (E.D. La.) (the "Robin Case"), in which they assert that support vessels, including vessels owned by the Company, responding to the explosion and resulting fire that occurred aboard the semi-submersible drilling rig, the Deepwater Horizon, were negligent in their efforts to save lives and put out the fire and contributed to the sinking of the Deepwater Horizon and subsequent oil spill. The action now is part of the overall multi-district litigation, In re Oil Spill by the Oil Rig "Deepwater Horizon", MDL No. 2179 ("MDL"). The complaint seeks compensatory, punitive, exemplary, and other damages. In response to this lawsuit, the Company filed petitions seeking exoneration from, or limitation of liability in relation to, any actions that may have been taken by vessels owned by the Company to extinguish the fire. Pursuant to the Limitation of Liability Act, those petitions imposed an automatic stay on the Robin Case, and the court set a deadline of April 20, 2011 for individual claimants to assert claims in the limitation cases. Approximately 66 claims were submitted by the deadline in all of the limitation actions. On June 8, 2011, the Company moved to dismiss these claims (with the exception of one claim filed by a Company employee) on various legal grounds. On October 12, 2011, the Court granted the Company's motion to dismiss in its entirety, dismissing with prejudice all claims that had been filed against the Company in the limitation actions (with the exception of one claim filed by a Company employee that was not subject to the motion to dismiss). The Court entered final judgments in favor of the Company in the Robin case and each of the limitation actions on November 21, 2011. On December 12, 2011, the claimants appealed each of those judgments to the Unites States Court of Appeals for the Fifth Circuit. A briefing schedule for the appeals has not yet been established. The Company is unable to estimate the potential exposure, if any, resulting from this matter but believes it is without merit and will continue to vigorously defend the action.

On July 20, 2010, two individuals purporting to represent a class commenced a civil action in the Civil District Court for the Parish of Orleans in the State of Louisiana, John Wunstell, Jr. and Kelly Blanchard v. BP, et al., No. 2010-7437 (Division K) (the "Wunstell Action"), in which they assert, among other theories, that Mr. Wunstell suffered injuries as a result of his exposure to certain noxious fumes and chemicals in connection with the provision of remediation, containment and response services by O'Brien's Response Management Inc. ("O'Brien's), a subsidiary of SEACOR. The action now is part of the overall MDL. The complaint also seeks to establish a "class-wide court-supervised medical monitoring program" for all individuals "participating in BP's Deepwater Horizon Vessels of Opportunity Program and/or Horizon Response Program" who allegedly experience injuries similar to Mr. Wunstell. The Company believes this lawsuit has no merit and will seek its dismissal. Pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend O'Brien's in connection with the Wunstell Action and claims asserted in the MDL.

On December 15, 2010, SEACOR subsidiaries O'Brien's and National Response Corporation ("NRC") were named as defendants in one of the several consolidated "master complaints" that have been filed in the overall MDL. The master complaint naming O'Brien's and NRC asserts various claims on behalf of a putative class against multiple defendants concerning the clean-up activities generally, and the use of dispersants specifically. By court order, the Wunstell Action has been stayed as a result of the filing of the referenced master complaint. The Company believes that the claims asserted against its subsidiaries in the master complaint have no merit and on February 28, 2011, O'Brien's and NRC moved to dismiss all claims against them in the master complaint on legal grounds. On September 30, 2011, the Court granted in part and denied in part the motion to dismiss that O'Brien's and NRC had filed (an amended decision was issued on October 4, 2011 that corrected several grammatical errors and non-substantive oversights in the original order). Although the Court refused to dismiss the referenced master complaint in its entirety at that time, the Court did recognize the validity of the "derivative immunity" and "implied preemption" arguments that O'Brien's and NRC advanced and has directed O'Brien's and NRC to (i) conduct limited discovery to develop evidence to support those arguments and (ii) then re-assert the arguments. A schedule for such limited discovery and future motion practice has been established by the Court and currently contemplates that O'Brien's and NRC will file motions re-asserting their derivative immunity and implied preemption arguments on May 18, 2012. The Court did, however, dismiss all state-law claims and certain other claims that had been asserted in the referenced master complaint, and dismissed the claims of all plaintiffs that have failed to allege a legally-sufficient injury. Finally, the Court stated that the plaintiffs could file an amended master complaint and the plaintiffs have indicated that they intend to do so. In addition to the indemnity provided to O'Brien's, pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend O'Brien's and NRC in connection with these claims in the MDL.

Subsequent to the filing of the referenced master complaint, four additional individual civil actions have been filed in the U.S. District Court for the Eastern District of Louisiana concerning the clean-up activities generally, which name the Company, O'Brien's and/or NRC as defendants and are part of the overall MDL. On April 8, 2011, O'Brien's was named as a defendant in Johnson Bros. Corporation of Louisiana v. BP, PLC, et al., No. 2:11-cv-00781 (E.D. La.), which is a suit by an individual business seeking damages allegedly caused by a delay on a construction project alleged to have resulted from the clean-up operations. On April 15, 2011, O'Brien's and NRC were named as defendants in James and Krista Pearson v. BP Exploration & Production, Inc., et al., No. 2:11-cv-00863 (E.D. La.), which is a suit by a husband and wife, who allegedly participated in the clean-up effort and are seeking damages for personal injury, property damage to their boat, and amounts allegedly due under contract. On April 15, 2011, O'Brien's and NRC were named as defendants in Thomas Edward Black v. BP Exploration & Production, Inc., et al., No. 2:11-cv-00867 (E.D. La.), which is a suit by an individual who is seeking damages for lost income because he allegedly could not find work in the fishing industry after the oil spill. On April 20, 2011, a complaint was filed in Darnell Alexander, et al. v. BP, PLC, et al., No. 2:11-cv-00951 (E.D. La.) on behalf of 117 individual plaintiffs that seek to adopt the allegations made in the referenced master complaint against O'Brien's and NRC (and the other defendants). By court order, all four of these additional individual cases have been stayed as a result of the filing of the referenced master complaint. The Company is unable to estimate the potential exposure, if any, resulting from this matter but believes it is without merit and does not expect this matter will have a material effect on the Company's consolidated financial position or its results of operations.

On February 18, 2011, Triton Asset Leasing GmbH, Transocean Holdings LLC, Transocean Offshore Deepwater Drilling Inc., and Transocean Deepwater Inc. (collectively "Transocean") named O'Brien's and NRC as third-party defendants in a Rule 14(c) Third-Party Complaint in Transocean's own Limitation of Liability Act action, which is part of the overall MDL, tendering to O'Brien's and NRC the claims in the referenced master complaint that have already been asserted against O'Brien's and NRC. Transocean, Cameron International Corporation, Halliburton Energy Services, Inc., M-I L.L.C., Weatherford U.S., L.P., and Weatherford International, Inc. have also filed cross-claims against O'Brien's and NRC for contribution and tort indemnity should they be found liable for any damages in Transocean's Limitation of Liability Act action and O'Brien's and NRC have asserted counterclaims against those same parties for identical relief. As provided above, the Company is unable to estimate the potential exposure, if any, resulting from these actions but believes they are without merit and does not expect this matter will have a material effect on the Company's consolidated financial position or its results of operations.

In the normal course of its business, the Company becomes involved in various other litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company's potential exposure to these matters and has recorded reserves in its financial statements related thereto where appropriate. It is possible that a change in the Company's estimates of that exposure could occur, but the Company does not expect such changes in estimated costs would have a material effect on the Company's consolidated financial position or its results of operations.

During the year ended December 31, 2010, the Company received notice from the IRS of $12.6 million in proposed penalties regarding Marine Transportation Services' informational excise tax filings for prior years. In February 2012, the Company settled the matter with the IRS with no material effect on the Company's consolidated financial position or its results of operations.

During the year ended December 31, 2011, the Company received a Notice of Infringement (the "Notice") from the Brazilian Federal Revenue Office. The Notice alleged the Company had imported a number of vessels into Brazil without properly completing the required importation documents and levied an assessment of $25.7 million. The Company intends to vigorously defend its position that the proposed assessment is erroneous and believes the resolution of this matter will not have a material effect on the Company's consolidated financial position or its results of operations. Of the levied assessment, $19.3 million relates to managed vessels whose owner would be responsible to reimburse any potential payment.

As of December 31, 2011, the Company leases 24 offshore support vessels, eleven helicopters, two barges, two tankers and certain facilities and other equipment. These leasing agreements have been classified as operating leases for financial reporting purposes and related rental fees are charged to expense over the lease terms. The leases generally contain purchase and lease renewal options or rights of first refusal with respect to the sale or lease of the equipment. The lease terms of the tankers, which are subject to subleases, have durations of 130 and 146 months. The lease terms of the other equipment range in duration from one to seven years. Certain of the equipment leases are the result of sale-leaseback transactions with finance companies (see Note 4) and certain of the gains arising from such sale-leaseback transactions have been deferred in the accompanying consolidated balance sheets and are being amortized as reductions in rental expense over the lease terms (see Note 1).

Total rental expense for the Company's operating leases in 2011, 2010 and 2009 was $57.9 million, $56.0 million and $65.5 million, respectively. Future minimum payments in the years ended December 31 under operating leases that have a remaining term in excess of one year as of December 31, 2011 were as follows (in thousands):

	Total  Minimum Payments			Non-cancellable Subleases(1)				Net Minimum Payments
2012		$	44,564		$	(17,392	)		$	27,172
2013			41,806			(17,345	)			24,461
2014			36,582			(17,345	)			19,237
2015			32,533			(17,345	)			15,188
2016			26,152			(17,392	)			8,760
Years subsequent to 2016			127,456			(110,817	)			16,639

(1) The total minimum offsetting payments to be received under existing long-term bareboat charter-out arrangements (see Note 4).

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Capital Lease Obligations (Tables)

12 Months Ended

Dec. 31, 2011

Capital Lease Obligations [Abstract]

Present Value Of The Net Minimum Lease Payment

2012	$	2,668
2013		2,971
2014		12
2015		12
2016		9
Total minimum lease payments		5,672
Premium on capital leases		138
Less amounts representing interest		(374	)
Present value of minimum lease payments (including current portion of $2,368)	$	5,436

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Supplemental Information For Statements Of Cash Flows

12 Months Ended

Dec. 31, 2011

Supplemental Information For Statements Of Cash Flows [Abstract]

Supplemental Information For Statements Of Cash Flows

17. SUPPLEMENTAL INFORMATION FOR STATEMENTS OF CASH FLOWS

Supplemental information for the years ended December 31 was as follows (in thousands):

	2011		2010		2009
Income taxes paid	$	8,398	$	151,501	$	47,535
Income taxes refunded		2,499		25,901		7,534
Interest paid, excluding capitalized interest		39,559		43,445		52,155
Schedule of Non-Cash Investing and Financing Activities:
Company financed purchase of noncontrolling interests		—		—		7,000
Company financed sale of vessels		11,889		7,088		7,603
Equipment received on extinguishment of note receivable		—		6,211		—
Contribution of assets to business ventures		12,361		—		14,685
Contribution of assets from noncontrolling interests		124		—		—
Settlement of Convertible Debentures, including purchase of conversion option – Common Stock		—		—		217,174

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Construction Reserve Funds (Details) (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Construction Reserve Funds [Abstract]
Penalty tax rate	1.10%
Construction reserve fund	$ 250,400,000	$ 314,300,000
Withdrawals	(82,553,000)	(56,727,000)	(70,009,000)
Deposits	18,642,000	97,846,000	55,269,000
Construction reserve fund benefit	$ (63,911,000)	$ 41,119,000	$ (14,740,000)

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Cash Flows from Operating Activities:
Net income	$ 42,150	$ 245,984	$ 145,103
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	156,824	163,490	160,092
Amortization of deferred gains on sale and leaseback transactions	(22,191)	(17,819)	(16,960)
Debt discount amortization, net	828	768	7,448
Amortization of share awards	21,589	19,254	12,993
Director stock awards	359	303	380
Bad debt expense (income)	(186)	1,330	1,717
Gains on asset dispositions and impairments, net	(33,950)	(45,238)	(27,675)
Debt extinguishment losses, net	99	1,460	5,587
Marketable security (gains) losses, net	7,893	2,159	(24,059)
Purchases of marketable securities	(117,145)	(107,716)	(35,523)
Proceeds from sale of marketable securities	178,016	44,992	61,595
Derivative (gains) losses, net	36,135	(6,205)	(10,961)
Cash settlements on derivative transactions, net	(31,102)	(10,681)	3,786
Foreign currency (gains) losses, net	(816)	6,127	(8,087)
Deferred income tax expense (benefit)	(7,235)	(10,371)	63,005
Equity in earnings of 50% or less owned companies, net of tax	(9,941)	(13,179)	(12,581)
Dividends received from 50% or less owned companies	9,582	17,912	15,920
Other, net	509	(280)	1,068
Changes in operating assets and liabilities:
(Increase) decrease in receivables	108,758	(140,924)	(50,742)
(Increase) decrease in prepaid expenses and other assets	(66)	14,835	(12,183)
Increase (decrease) in accounts payable, accrued expenses and other liabilities	(133,523)	233,216	17,695
Net cash provided by operating activities	206,587	399,417	297,618
Cash Flows from Investing Activities:
Purchases of property and equipment	(332,312)	(250,626)	(180,024)
Proceeds from disposition of property and equipment	101,836	361,670	103,739
Cash settlements on derivative transactions, net	6,109	(471)	(771)
Investments in and advances to 50% or less owned companies	(63,043)	(58,612)	(27,453)
Return of investments and advances from 50% or less owned companies	22,312	15,122	2,790
Net advances on revolving credit line to 50% or less owned companies	(4,339)	(9,067)
Proceeds on sale of investments in 50% or less owned companies			136
(Advances) principal payments on third party notes receivable, net	(36,194)	(5,342)	3,009
Net (increase) decrease in restricted cash	(8,630)	21,363	(13,227)
Net (increase) decrease in construction reserve funds and title XI funds	63,911	(34,135)	16,007
Repayments on (investments in) leases, net	8,982	(15,031)	(1,667)
Business acquisitions, net of cash acquired	(90,588)	(5,643)	(4,085)
Cash disposed on sale of subsidiary, net of cash proceeds on sale			(154)
Net cash provided by (used in) investing activities	(331,956)	19,228	(101,700)
Cash Flows from Financing Activities:
Payments on long-term debt and capital lease obligations	(39,588)	(93,258)	(312,215)
Purchase of conversion option in convertible debt			(2,030)
Net borrowings (repayments) under inventory financing arrangements	20,210	(21,647)	2,200
Proceeds from issuance of long-term debt, net of offering costs	301,827	38,673	349,297
Special Cash Dividend		(319,682)
Common stock acquired for treasury	(71,290)	(137,068)	(45,854)
Proceeds and tax benefits from the share award plans	11,888	26,225	5,742
Purchase of subsidiary shares from noncontrolling interests	(1,149)	(39)	(1,210)
Cash received from (dividends paid to) noncontrolling interests, net	(915)	285	(2,257)
Net cash provided by (used in) financing activities	220,983	(506,511)	(6,327)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	1,959	(8,010)	871
Net Increase (Decrease) in Cash and Cash Equivalents	97,573	(95,876)	190,462
Cash and Cash Equivalents, Beginning of Year	370,028	465,904	275,442
Cash and Cash Equivalents, End of Year	$ 467,601	$ 370,028	$ 465,904

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Consolidated Balance Sheets [Abstract]
Trade receivables, allowance for doubtful accounts	$ 3,652	$ 4,212
Other Assets, allowance for doubtful accounts	$ 0	$ 1,830
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	36,444,439	36,110,719
Treasury stock, shares	15,511,323	14,711,211

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Capital Lease Obligations

12 Months Ended

Dec. 31, 2011

Capital Lease Obligations [Abstract]

Capital Lease Obligations

10. CAPITAL LEASE OBLIGATIONS

The Company operates certain vessels and other equipment under leases that are classified as capital leases. The future minimum lease payments under capital leases, together with the present value of the net minimum lease payments for the years ended December 31 are as follows (in thousands):

2012	$	2,668
2013		2,971
2014		12
2015		12
2016		9
Total minimum lease payments		5,672
Premium on capital leases		138
Less amounts representing interest		(374	)
Present value of minimum lease payments (including current portion of $2,368)	$	5,436

As of December 31, 2011 and 2010, the Company had $10.4 million and $11.0 million, respectively, of equipment subject to capital lease obligations. Amortization of assets under capital leases is included in depreciation and amortization in the accompanying consolidated statements of income.

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Quarterly Financial Information (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Quarterly Financial Information [Abstract]
Operating Revenues	$ 561,808	$ 571,424	$ 536,446	$ 472,264	$ 580,384	$ 979,833	$ 694,576	$ 394,575	$ 2,141,942	$ 2,649,368	$ 1,711,338
Operating Income	41,791	28,438	31,050	22,055	39,643	228,571	126,516	13,641	123,334	408,371	231,827
Net Income	17,252	4,062	9,367	11,469	27,200	150,272	64,647	3,865	42,150	245,984	145,103
Net Income attributable to SEACOR Holdings Inc.	$ 17,040	$ 3,815	$ 9,031	$ 11,170	$ 27,103	$ 149,938	$ 64,082	$ 3,601	$ 41,056	$ 244,724	$ 143,810
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$ 0.81	$ 0.18	$ 0.43	$ 0.53	$ 1.30	$ 7.21	$ 2.95	$ 0.16	$ 1.94	$ 11.43	$ 7.21
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$ 0.80	$ 0.18	$ 0.42	$ 0.52	$ 1.27	$ 7.14	$ 2.93	$ 0.16	$ 1.91	$ 11.25	$ 6.57
Special Cash Dividend Declared and Paid Per Common Share of SEACOR Holdings Inc.					$ 15.00					$ 15.00

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Major Customers And Segment Information (Property And Equipment Based Upon The Assets' Physical Location) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Segment Reporting Information [Line Items]
Property and Equipment	$ 2,186,072	$ 1,968,722	$ 2,078,748
United-States [Member]
Segment Reporting Information [Line Items]
Property and Equipment	1,441,862	1,340,611	1,386,745
Africa Primarily West Africa [Member]
Segment Reporting Information [Line Items]
Property and Equipment	90,483	129,198	128,745
Europe Primarily North Sea [Member]
Segment Reporting Information [Line Items]
Property and Equipment	111,292	76,154	69,893
Asia [Member]
Segment Reporting Information [Line Items]
Property and Equipment	61,830	44,496	49,550
Middle East [Member]
Segment Reporting Information [Line Items]
Property and Equipment	76,062	65,314	83,107
Mexico Central and South America [Member]
Segment Reporting Information [Line Items]
Property and Equipment	315,375	267,623	306,265
Other [Member]
Segment Reporting Information [Line Items]
Property and Equipment	$ 89,168	$ 45,326	$ 54,443

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Document And Entity Information (USD $)	12 Months Ended
	Dec. 31, 2011	Feb. 17, 2012	Jun. 30, 2011
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Entity Registrant Name	SEACOR HOLDINGS INC /NEW/
Entity Central Index Key	0000859598
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		20,950,236
Entity Public Float			$ 2,027,926,905

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Common Stock

12 Months Ended

Dec. 31, 2011

Common Stock [Abstract]

Common Stock

11. COMMON STOCK

SEACOR's Board of Directors previously approved a securities repurchase plan that authorizes the Company to acquire Common Stock, which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. During the years ended December 31, 2011, 2010 and 2009, the Company acquired for treasury 843,400, 1,811,700 and 606,576 shares of Common Stock, respectively, for an aggregate purchase price of $71.3 million, $137.1 million and $45.9 million, respectively. As of December 31, 2011, SEACOR had authorization to repurchase $41.8 million of Common Stock. On January 18, 2012, SEACOR's Board of Directors increased the repurchase authority to $150.0 million.

SEACOR's Board of Directors declared a Special Cash Dividend of $15.00 per share of Common Stock payable to stockholders of record on December 14, 2010. On or about December 21, 2010, the Company paid these dividends totaling $319.7 million on 21,312,130 shares of Common Stock, including dividends of $5.0 million related to 334,099 outstanding restricted share awards. The Compensation Committee of SEACOR's Board of Directors elected, at its discretion, to pay the dividend on the restricted share awards in December 2010 rather than depositing amounts in escrow pending the lapsing of restrictions.

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Savings Plans And Multiemployer Pension Plans (Details) In Millions, unless otherwise specified	12 Months Ended					12 Months Ended					3 Months Ended				12 Months Ended			9 Months Ended	12 Months Ended
	Dec. 31, 2011 SEACOR Savings Plan [Member] USD ($)	Dec. 31, 2010 SEACOR Savings Plan [Member] USD ($)	Dec. 31, 2009 SEACOR Savings Plan [Member] USD ($)	Dec. 31, 2011 SEACOR Deferred Compensation Plan [Member] USD ($)	Dec. 31, 2010 SEACOR Deferred Compensation Plan [Member] USD ($)	Dec. 31, 2011 Restricted Stock Units [Member] SEACOR Deferred Compensation Plan [Member]	Dec. 31, 2011 MNOPF [member]	Dec. 31, 2010 MNOPF [member] USD ($)	Dec. 31, 2007 MNOPF [member] USD ($)	Dec. 31, 2005 MNOPF [member] USD ($)	Mar. 31, 2011 MNRPF [Member] USD ($)	Mar. 31, 2011 MNRPF [Member] GBP (£)	Mar. 31, 2008 MNRPF [Member] USD ($)	Mar. 31, 2008 MNRPF [Member] GBP (£)	Dec. 31, 2011 MNRPF [Member] USD ($)	Dec. 31, 2010 MNRPF [Member]	Dec. 31, 2009 MNRPF [Member]	Sep. 30, 2010 AMOPP [Member] USD ($)	Dec. 31, 2011 AMOPP [Member] USD ($)	Dec. 31, 2010 AMOPP [Member] USD ($)	Dec. 31, 2009 AMOPP [Member] USD ($)	Dec. 31, 2011 SPP [Member] USD ($)	Dec. 31, 2010 SPP [Member] USD ($)	Dec. 31, 2009 SPP [Member] USD ($)	Dec. 31, 2011 Other Plans [Member] USD ($)	Dec. 31, 2010 Other Plans [Member] USD ($)	Dec. 31, 2009 Other Plans [Member] USD ($)
Defined Benefit Plan Disclosure [Line Items]
Savings plan costs	$ 3.1	$ 3.0	$ 3.1
Employees defer receipt rate				75.00%
Cash bonus percentage				100.00%
Stock units deferred percentage						100.00%
Deferred compensation obligation				2.3	2.7
Maximum plan contribution as a percentage of total contribution							5.00%									5.00%	5.00%		5.00%	5.00%	5.00%
Contributions made by the company																			0.9	1.1	1.1	0.6	1.3	1.5
Pension and other postretirement benefit expense								7.8	3.9	4.4					0.4										0.3	0.3	0.4
Pension and other postretirement benefit plans, total funding deficit										412.0	334.8	217.0	281.0	175.0
Pension and other postretirement benefit plans, funding deficit deemed uncollectible										49.0
Pension and other postretirement benefit plans, expense allocated for uncollectible deficit									0.6
Pension and other postretirement benefit plans, additional funding deficit								636.9	332.6		0.3	0.2	1.0	0.6
Pension and other postretirement benefit plans, funded percentage less than pension liability																			65.00%
Pension and other postretirement benefit plans, withdrawal liability																		$ 29.5

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Major Customers And Segment Information (Revenues Attributed By Geographical Region) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Segment Reporting Information [Line Items]
Operating revenues	$ 561,808	$ 571,424	$ 536,446	$ 472,264	$ 580,384	$ 979,833	$ 694,576	$ 394,575	$ 2,141,942	$ 2,649,368	$ 1,711,338
United-States [Member]
Segment Reporting Information [Line Items]
Operating revenues									1,505,704	2,229,353	1,190,218
Africa Primarily West Africa [Member]
Segment Reporting Information [Line Items]
Operating revenues									77,306	123,073	191,360
Europe Primarily North Sea [Member]
Segment Reporting Information [Line Items]
Operating revenues									87,680	76,009	73,848
Asia [Member]
Segment Reporting Information [Line Items]
Operating revenues									18,462	34,809	35,737
Middle East [Member]
Segment Reporting Information [Line Items]
Operating revenues									57,937	58,904	81,970
Mexico Central and South America [Member]
Segment Reporting Information [Line Items]
Operating revenues									352,983	103,136	115,703
Other [Member]
Segment Reporting Information [Line Items]
Operating revenues									$ 41,870	$ 24,084	$ 22,502

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Consolidated Statements Of Income (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Consolidated Statements Of Income [Abstract]
Operating Revenues	$ 2,141,942	$ 2,649,368	$ 1,711,338
Costs and Expenses:
Operating	1,708,187	1,930,227	1,185,096
Administrative and general	187,547	192,518	161,998
Depreciation and amortization	156,824	163,490	160,092
Total costs and expenses	2,052,558	2,286,235	1,507,186
Gains on Asset Dispositions and Impairments, Net	33,950	45,238	27,675
Operating Income	123,334	408,371	231,827
Other Income (Expense):
Interest income	13,756	8,882	4,466
Interest expense	(41,245)	(43,950)	(59,043)
Debt extinguishment losses, net	(99)	(1,460)	(5,587)
Marketable security gains (losses), net	(7,893)	(2,159)	24,059
Derivative (gains) losses, net	(36,135)	6,205	10,961
Foreign currency gains (losses), net	816	(6,127)	8,087
Other, net	860	3,717	244
Total Other Nonoperating Income (Expense)	(69,940)	(34,892)	(16,813)
Income Before Income Tax Expense (Benefit) and Equity in Earnings of 50% or Less Owned Companies	53,394	373,479	215,014
Income Tax Expense (Benefit):
Current	28,420	151,045	19,487
Deferred	(7,235)	(10,371)	63,005
Income Tax Expense (Benefit), Total	21,185	140,674	82,492
Income Before Equity in Earnings of 50% or Less Owned Companies	32,209	232,805	132,522
Equity in Earnings of 50% or Less Owned Companies, Net of Tax	9,941	13,179	12,581
Net Income	42,150	245,984	145,103
Net Income attributable to Noncontrolling Interests in Subsidiaries	1,094	1,260	1,293
Net Income attributable to SEACOR Holdings Inc.	$ 41,056	$ 244,724	$ 143,810
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$ 1.94	$ 11.43	$ 7.21
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$ 1.91	$ 11.25	$ 6.57
Weighted Average Common Shares Outstanding:
Basic	21,119,461	21,402,441	19,950,702
Diluted	21,466,843	21,757,217	23,388,168
Special Cash Dividend Declared and Paid Per Common Share of SEACOR Holdings Inc.		$ 15.00

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Investments, At Equity, And Advances To 50% Or Less Owned Companies

12 Months Ended

Dec. 31, 2011

Investments, At Equity, And Advances To 50% Or Less Owned Companies [Abstract]

Investments, At Equity, And Advances To 50% Or Less Owned Companies

5. INVESTMENTS, AT EQUITY, AND ADVANCES TO 50% OR LESS OWNED COMPANIES

Investments, at equity, and advances to 50% or less owned companies as of December 31 were as follows (in thousands):

	Ownership	2011		2010
Illinois Corn Processing	50.0%	$	32,046	$	31,621
SCFCo Holdings	50.0%		25,302		23,810
DHC	50.0%		25,128		19,701
Hawker Pacific	34.2%		23,807		24,787
MexMar	49.0%		17,118		—
Bunge-SCF Grain	50.0%		16,577		150
Avion	39.1%		15,171		9,336
SeaJon	50.0%		12,284		—
Nautical Power	50.0%		10,248		12,551
Dynamic Offshore	20.0%		10,149		—
Aeroleo	50.0%		9,160		—
Sea-Cat Crewzer	50.0%		7,493		10,483
Era do Brazil	50.0%		6,744		—
C-Lift	50.0%		6,249		7,605
Soylutions	50.0%		—		8,244
Avion Logistics Limited	50.0%		—		570
Other	20.0% – 50.0%		34,362		33,529
		$	251,838	$	182,387

Combined Condensed Financials. Summarized financial information for the Company's investments, at equity, as of and for the years ended December 31 was as follows (in thousands):

	2011		2010
Current assets	$	373,360	$	296,557
Noncurrent assets		550,843		409,834
Current liabilities		253,502		153,643
Noncurrent liabilities		236,994		255,842

	2011			2010		2009
Operating Revenues	$	791,425		$	360,923	$	259,720
Costs and Expenses:
Operating and administrative		733,239			279,199		173,230
Depreciation		35,990			28,291		22,122
		769,229			307,490		195,352
Operating Income	$	22,196		$	53,433	$	64,368
Net Income (Loss)	$	(1,932	)	$	37,146	$	43,631

As of December 31, 2011 and 2010, cumulative undistributed net earnings of 50% or less owned companies accounted for by the equity method included in the Company's consolidated retained earnings were $18.7 million and $53.6 million, respectively.

Illinois Corn Processing. On November 20, 2009, the Company and an ingredients and distillery product manufacturer formed Illinois Corn Processing LLC ("ICP"), a 50-50 joint venture to own and operate an alcohol manufacturing facility dedicated to the production of alcohol for beverage, industrial and fuel applications. The Company's joint venture partner contributed a previously shuttered manufacturing plant and then immediately sold a 50% interest to the Company for $15.0 million in cash. The Company also provided to ICP a $10.0 million term loan with a maturity in November 2014 and a $20.0 million revolving line of credit with a maturity in November 2012 subject to certain borrowing restrictions. During the year ended December 31, 2010, the Company and its joint venture partner each contributed an additional $1.0 million to acquire certain equipment. During the years ended December 31, 2010 and 2009, the Company advanced $8.0 million and $2.0 million, respectively, under the term loan. During the years ended December 31, 2011 and 2010, the Company received principal repayments of $1.7 million and $2.4 million, respectively. During the years ended December 31, 2011 and 2010, the Company made net advances of $4.3 million and $9.1 million, respectively, under the revolving line of credit. As of December 31, 2011, the outstanding balances under the term loan and revolving line of credit were $6.6 million and $13.7 million, respectively, inclusive of any unpaid and accrued interest. On January 31, 2012, the Company acquired an additional 20% interest in ICP for $9.1 million. ICP had operating revenues of $238.2 million and $117.3 million for the years ended December 31, 2011 and 2010, respectively.

SCFCo Holdings. SCFCo Holdings LLC ("SCFCo") was established to operate towboats and dry cargo barges on the Parana-Paraguay Rivers and a terminal facility at Port Ibicuy, Argentina. At various times, SCFCo has agreed to expand its operations through additional capital contributions and bank financing. During the years ended December 31, 2011 and 2010, the Company contributed additional capital of $0.8 million and $10.2 million, respectively, to fund SCFCo's expansion. The Company made no capital contributions during the year ended December 31, 2009. Additionally, during the years ended December 31, 2011 and 2010, the Company provided net temporary working capital advances of $0.3 million and $2.2 million, respectively, of which $2.3 million remained outstanding as of December 31, 2011. During the year ended December 31, 2010, the Company sold 60 barges to the joint venture for proceeds of $25.8 million. The Company sold no equipment to the joint venture in 2011 and 2009.

DHC. A wholly owned subsidiary of the Company, Era DHS LLC, acquired 49% of the capital stock of Dart Helicopter Services LLC ("Dart"), a sales, marketing and parts manufacturing organization based in North America that engineers and manufactures after-market parts and equipment for sale to helicopter manufacturers and operators. During 2009, the Company provided a $0.3 million loan to Dart with a maturity of June 2012 and an annual interest rate of 5%, which is payable quarterly and the principal due at maturity. On February 28, 2011, the Company made an additional investment of $5.0 million in Dart and, on July 31, 2011, contributed its ownership in Dart to Dart Holding Company Ltd. ("DHC") in exchange for a 50% interest in DHC and a note receivable of $5.1 million. The note receivable bears an interest rate of 4.0% per annum, required quarterly principal and interest payments and matures July 31, 2023. During the years ended December 31, 2011, 2010 and 2009, the Company purchased $2.3 million, $1.1 million and $1.1 million, respectively of products from Dart and DHC. During the years ended December 31, 2010 and 2009, the Company received management fees of $0.2 million and $0.2 million, respectively. The management fees earned during the year ended December 31, 2011 were not material.

Hawker Pacific. On December 15, 2010, the Company acquired a 32.5% interest in Hawker Pacific Airservices, Limited ("Hawker Pacific"), an aviation sales and support organization and a distributor of aviation components from some of the world's leading manufacturers, for $25.0 million in cash. On June 1, 2011, the Company contributed its ownership in Avion Logistics Limited ("ALL"), valued at $2.0 million, to Hawker Pacific for an additional 1.7% ownership interest bringing its total ownership percentage to 34.2%. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill. The fair value analysis was completed in December 2011.

MexMar. On July 1, 2011, Mantenimiento Express Maritimo, S.A.P.I. de C.V. ("MexMar"), a Mexican joint venture that operates six offshore support vessels in Mexico, executed a business reorganization plan and issued an additional equity interest to an unrelated third party for $17.1 million in cash. Subsequent to the reorganization and issuance of the additional equity interest, the Company recognized an $8.4 million gain, net of tax, which is included in equity in earnings in 50% or less owned companies in the accompanying consolidated statements of income, and received $14.9 million on the net repayment of outstanding advances from MexMar. Following the reorganization the Company has a 49% interest in MexMar. During the year ended December 31, 2011, the Company received $0.1 million of vessel management fees from this joint venture.

Bunge-SCF Grain. On September 29, 2010, the Company formed a 50/50 joint venture Bunge-SCF Grain LLC ("Bunge-SCF") with Bunge North America, Inc. to construct a terminal grain elevator in Fairmont City, Illinois. During the years ended December 31, 2011 and 2010, the Company and its partner each contributed $17.3 million and $0.2 million, respectively in cash to the joint venture. The terminal grain elevator is expected to be completed in the second quarter of 2012. In addition, beginning July 29, 2011, Bunge-SCF Grain began operating and managing the Company's grain storage and handling facility in McLeansboro, Illinois, for which the Company received $0.3 million in rental income.

Avion. On February 27, 2006, the Company purchased a 27.8% interest in Avion Pacific Limited ("Avion"), a distributor of aircraft and aircraft related parts for $2.6 million and during the year ended December 31, 2008, invested an additional $1.0 million to increase its ownership to 39.1%. During the year ended December 31, 2011 and 2010, the Company made advances of $9.5 million and $2.0 million, respectively, to Avion. The Company made no advances to Avion during the year ended December 31, 2009. For the years ended December 31, 2011, 2010 and 2009, the Company received repayments of $4.6 million, $0.9 million and $1.1 million, respectively, from Avion on the advances. As of December 31, 2011 and 2010, the Company had outstanding loans to Avion totaling $9.7 million and $4.8 million, respectively.

SeaJon. On April 22, 2010, the Company formed a 50/50 joint venture SeaJon LLC ("SeaJon") with Great Lakes ATB, LLC. Each partner in SeaJon is party to a contract to construct an articulated tug-barge and SeaJon was established to own the completed articulated tug-barge, which will be used in the Great Lakes trade. On April 7, 2011, each partner contributed its ownership interest in the newly constructed tug in exchange for an ownership interest in SeaJon. As of December 31, 2011, the tug was idle pending the completion of the barge in the first quarter of 2012. Upon completion and acceptance, the barge will also be contributed to SeaJon by the partners in exchange for an additional ownership interest.

Nautical Power. On June 23, 2003, the Company and another offshore operator formed Nautical Power, LLC ("Nautical Power") a 50/50 joint venture to operate one offshore support vessel. Nautical Power bareboat charters the vessel from a leasing company and that charter terminates in 2012. The Company is a guarantor of 50% of the charter payments and its guarantee reduces as payments are made. As of December 31, 2011, the Company's guarantee was $0.5 million.

Dynamic Offshore Drilling. On April 4, 2011, the Company acquired a 20% interest in Dynamic Offshore Drilling Ltd. ("Dynamic"), a company established to construct and operate jack-up drilling rigs, for $10.0 million. The first jack-up drilling rig is currently under construction in Singapore and is scheduled for delivery in the first quarter of 2013.

Aeroleo. On July 1, 2011, the Company acquired a 50% economic interest and a 20% voting interest in Aeroleo Taxi Aereo S/A ("Aeroleo"), a Brazilian entity that provides helicopter transport services to the Brazilian offshore oil and gas industry, for $4.8 million in cash. The Company and its partner each loaned Aeroleo $6.0 million at an interest rate of 6% per annum. The note requires monthly interest payments and matures in June 2013. The Company leases helicopters to Aeroleo and for the period July 1, 2011 through December 31, 2011, the Company recognized $14.0 million of operating revenues from these leases of which $3.0 million was outstanding as of December 31, 2011.

Sea-Cat Crewzer. On July 27, 2009, the Company and another offshore support vessel operator formed Sea-Cat Crewzer LLC ("Sea-Cat Crewzer"), a 50-50 joint venture to own and operate two high speed offshore catamaran crew boats. Each partner contributed one high speed offshore catamaran crew boat and cash with a combined value of $17.3 million. The Company contributed one high speed offshore catamaran crew boat valued at $14.7 million and cash of $2.6 million. In addition, immediately prior to the formation of the joint venture, the Company sold one high speed offshore catamaran crew boat to its joint venture partner for $16.9 million, who then contributed the vessel to the joint venture along with $0.4 million in cash. During the year ended December 31, 2010, Sea-Cat Crewzer entered into a $22.0 million term loan and upon funding distributed $9.0 million to each of its partners. The Company is a guarantor of 50% of Sea-Cat Crewzer's debt and the amount of the guarantee declines as principal payments are made and will terminate when the debt is repaid. As of December 31, 2011, the Company's guarantee was $9.8 million. During the years ended December 31, 2011, 2010 and 2009, the Company received $0.7 million, $0.7 million and $0.3 million, respectively, of vessel management fees from this joint venture.

Era do Brazil. On July 1, 2011, the Company and its partner each contributed $4.8 million in cash to Era do Brazil LLC ("Era do Brazil"), a 50-50 joint venture. Era do Brazil immediately acquired a helicopter, subject to a lease to Aeroleo, from the Company for $11.5 million ($9.5 million in cash and a $2.0 million note payable). The note payable bears an interest rate of 7.0% per annum, requires 60 monthly principal and interest payments, and is secured by the helicopter and the Aeroleo lease. The Company provides maintenance services to Era do Brazil and for the period July 1, 2011 through December 31, 2011, the Company recognized $0.3 million of operating revenues from these services all of which was outstanding as of December 31, 2011.

C-Lift. On April 28, 2006, the Company and another offshore operator formed C-Lift LLC ("C-Lift") a 50/50 joint venture established to construct and operate two lift boats. The Company is a guarantor of 50% of C-Lift's outstanding debt and its guarantee declines as principal payments are made and will terminate when the debt is repaid. The debt matures in 2015. As of December 31, 2011, the Company's guarantee was $12.8 million.

Soylutions. On July 29, 2011, the Company obtained a 100% controlling interest in Soylutions through its acquisition of its partner's 50% interest for $11.9 million in cash (see Note 4). Upon the acquisition, the Company adjusted its investment in Soylutions to fair value resulting in the recognition of a gain of $2.3 million, net of tax, which is included in equity in earnings in 50% or less owned companies in the accompanying consolidated statements of income.

Avion Logistics Limited. On June 1, 2011, the Company acquired a 100% controlling interest in Avion Logistics Limited ("ALL") through its acquisition of its partner's 50% interest for $1.0 million in cash. Upon acquisition, the Company adjusted its investment in ALL to fair value resulting in the recognition of a gain of $0.3 million, net of tax, which is included in equity in earnings of 50% or less owned companies. Following this change in control, the Company contributed its ownership interest in ALL to Hawker Pacific for an additional 1.7% interest in Hawker Pacific.

Other. The Company has other joint ventures within its Offshore Marine Services, Aviation Services, Inland River Services and Environmental Services business segments.

The Company's other Offshore Marine Services joint ventures operate six vessels, five owned and one bareboat chartered-in. During the year ended December 31, 2011 the Company made no additional capital contributions to these joint ventures. During the years ended December 31, 2010 and 2009, the Company made aggregate additional capital contributions to these joint ventures of $2.7 million and $0.3 million, respectively. Certain of these offshore marine joint ventures obtained bank debt to finance the acquisition of offshore support vessels from the Company. Under the terms of the debt, the bank has the authority to require the parties of these joint ventures to fund uncalled capital commitments, as defined in the joint ventures' partnership agreements, under certain circumstances. In such event, the Company would be required to contribute its allocable share of uncalled capital, which was $2.5 million, in the aggregate, as of December 31, 2011. During the year ended December 31, 2011, the Company sold one offshore marine vessel to one of its joint ventures for $7.6 million. The Company manages these vessels on behalf of the joint ventures and guarantees the outstanding charter receivables of one of the joint ventures if a customer defaults in payment and the Company either fails to take enforcement action against the defaulting customer or fails to assign its right of recovery against the defaulting customer. As of December 31, 2011, the Company's contingent guarantee of outstanding charter receivables was $0.9 million. During the years ended 2011, 2010 and 2009, the Company received $0.6 million, $0.3 million and $0.5 million, respectively, of vessel management fees from these joint ventures.

The Company's other Aviation Services joint ventures include a flight training center and a helicopter operation in Spain. During the years ended December 31, 2011, 2010 and 2009, the Company provided helicopter, management and other services totaling $0.7 million, $0.6 million and $0.4 million, respectively, and paid simulator fees of $0.1 million, $0.3 million and $0.1 million in 2011, 2010 and 2009, respectively to one of these joint ventures. During the year ended December 31, 2011 and 2010, the Company advanced $1.2 million and $3.2 million, respectively to one of these joint ventures.

The Company's other Inland River Services joint ventures operate six inland river towboats, a dry cargo vessel and a fabrication facility. During the year ended December 31, 2010, the Company made additional capital contributions of $0.2 million in the aggregate.

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Acquisitions And Dispositions

12 Months Ended

Dec. 31, 2011

Acquisitions And Dispositions [Abstract]

Acquisitions And Dispositions

4. ACQUISITIONS AND DISPOSITIONS

Lewis & Clark Acquisition. On December 31, 2011, the Company acquired certain assets and liabilities of Lewis & Clark Marine, Inc. and certain related affiliates ("Lewis & Clark") for $29.6 million. The Company performed a preliminary fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in $1.6 million in goodwill being recorded. The preliminary fair value analysis is pending completion of a final valuation for the acquired assets and liabilities.

Windcat Acquisition. On December 22, 2011, the Company acquired 75% of the issued and outstanding shares in Windcat Workboats Holdings Ltd. ("Windcat") for $21.5 million in cash. Windcat is a UK and Holland based operator of 29 wind farm utility vessels operating in the main offshore wind markets of Europe. The Company performed a preliminary fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The preliminary fair value analysis is pending completion of a final valuation for the acquired assets and liabilities.

Naviera Acquisition. On December 21, 2011, the Company acquired a 70% controlling interest in SEACOR Colombia Fluvial (MI) LLC for $1.9 million in cash. SEACOR Colombia Fluvial (MI) LLC's wholly-owned subsidiary Naviera Central S.A. ("Naviera") is a provider of inland river barge and terminal services in Colombia. The Company performed a preliminary fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in $1.0 million in goodwill being recorded. The preliminary fair value analysis is pending completion of a final valuation for the acquired assets and liabilities.

Soylutions Acquisition. On July 29, 2011, the Company obtained a 100% controlling interest in Soylutions LLC ("Soylutions") through its acquisition of its partner's interest for $11.9 million in cash (see Note 5). The Company performed a preliminary fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The preliminary fair value analysis is pending completion of a final valuation for the acquired assets and liabilities.

G&G Shipping Acquisition. On April 13, 2011, the Company acquired certain real property, eight foreign- flag Roll-on/Roll-off ("RORO") vessels and a 70% interest in an operating company engaged in the shipping trade between the United States, the Bahamas and the Caribbean. The operating company leases-in the real property and the RORO vessels from the Company. The Company's purchase price of $33.5 million included cash consideration of $30.3 million and the contribution of a $3.2 million note receivable. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values, resulting in $0.6 million of goodwill being recorded. The fair value analysis was finalized in April 2011.

SES Kazakhstan Acquisition. On August 31, 2010, the Company obtained a 100% controlling interest in SES Borkit LLP through its acquisition of its partner's interest for $1.0 million (cash of $0.6 million and contingent consideration of $0.4 million). Upon acquisition, SES-Borkit LLP was renamed SES-Kazakhstan LLP ("SES-Kazakhstan"). The selling partner has the opportunity to receive additional consideration of up to $0.4 million based on certain performance measures over the period from the date of acquisition through August 2013. As a consequence of the acquisition of a controlling interest, the Company adjusted its investment in SES-Kazakhstan to fair value resulting in the recognition of a $0.5 million gain, net of tax, which is included in equity in earnings of 50% or less owned companies. Following the change in control, the Company consolidated SES-Kazakhstan's financial position and results of its operations. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities resulting in no goodwill being recorded. The fair value analysis was finalized in August 2011. As of December 31, 2011, no additional consideration was earned by the selling partner.

SEASPRAIE Acquisition. On July 31, 2010, the Company obtained a 100% controlling interest in Seaspraie Holdings LLC ("Seaspraie") through the redemption of its partner's interest through the joint venture's distribution of financial assets and equipment totaling $56.1 million. As a consequence of the acquisition of a controlling interest, the Company adjusted its investment in Seaspraie to fair value resulting in the recognition of a $2.5 million gain, net of tax, which is included in equity in earnings of 50% or less owned companies for the year ended December 31, 2010. In addition, the Company recognized previously deferred gains on asset sales to Seaspraie of $12.2 million. Following the change in control, the Company consolidated Seaspraie's financial position and results of its operations. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The fair value analysis was finalized in September 2010.

PIER Acquisition. On December 1, 2009, the Company acquired all of the issued and outstanding shares of PIER Systems Inc. ("PIER"), a provider of crisis communication consulting services and software in the United States and abroad, for $2.4 million ($1.7 million paid in 2009 and accrued contingent consideration of $0.7 million being recorded). The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in $1.0 million of goodwill being recorded. The fair value analysis was finalized in December 2010. The selling stockholders of PIER have the opportunity to receive additional consideration of up to $1.3 million, of which $0.7 million was accrued at acquisition, based upon certain performance measures over the period from the date of acquisition through May 2011. During the years ended December 31, 2011 and 2010, the Company paid $0.6 million and $0.2 million, respectively, of additional consideration. During the year ended December 31, 2011, the Company accrued additional contingent consideration of $0.1 million as general and administrative expenses in the accompanying consolidated financial statements. As of December 31, 2011, the Company had paid $0.8 million, in the aggregate, of additional consideration.

CBK Acquisition. On December 1, 2009, the Company acquired all of the assets of CBK, Inc., a liquid cargo servicing company, for $0.5 million in cash ($0.3 million paid in 2009 and $0.2 million paid in 2010). The Company performed a fair value analysis and the purchase price was allocated to the acquired assets based on their fair values resulting in $0.3 million in goodwill being recorded. The fair value analysis was finalized in January 2010.

SES-CHEM Acquisition. On August 3, 2009, the Company acquired its partner's 51% interest in SES-CHEM Company Limited ("SES-CHEM"), a provider of environmental services in Thailand, for $0.1 million in cash. Subsequent to the transaction, the Company owns all of the issued and outstanding shares of SES-CHEM. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The fair value analysis of assets and liabilities acquired was finalized in October 2009.

V & A Acquisition. On May 21, 2009, the Company acquired a controlling interest in V&A Commodity Traders, Inc. ("V&A"), a sugar trading business, for $4.0 million. The Company's purchase price included cash consideration of $1.3 million and forgiveness of a note due from V&A of $2.7 million. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The fair value analysis of assets and liabilities acquired was finalized in June 2009.

Rivers Edge Acquisition. On November 15, 2007, the Company acquired all of the issued and outstanding shares of Rivers Edge Services, Inc. and Kemp's Rivers Edge Vactor Services, Inc. (collectively referred to as "Rivers Edge"), providers of remediation, demolition, and environmental services in the pacific northwestern United States, for $4.2 million in cash. The selling stockholder of Rivers Edge has the opportunity to receive additional consideration of up to $4.8 million based upon certain performance measures over the period from the date of acquisition through December 31, 2011, which will be recognized by the Company as compensation expense in the period earned. As of December 31, 2011, no additional consideration has been earned by the selling stockholder.

SRI Acquisition. On September 7, 2007, the Company acquired all of the issued and outstanding shares of Solid Resources, Inc. and Solid Resources, LLC (collectively referred to as "SRI"), providers of environmental services in the southeastern United States. The selling stockholder of SRI has the opportunity to receive additional consideration of up to $39.5 million based upon certain performance measures over the period from the date of acquisition through September 30, 2011, which will be recognized by the Company as additional cost of the acquisition when the contingency is resolved and when any additional consideration is distributable. During the year ended December 31, 2011, the Company paid $0.1 million of additional consideration in accordance with the acquisition agreement. During the year ended December 31, 2009, the Company paid $2.1 million of additional consideration in accordance with the acquisition agreement. As of December 31, 2011, the Company has paid $6.1 million, in the aggregate, of additional consideration, which was recorded as additional goodwill.

Link Acquisition. On September 7, 2007, the Company acquired all of the issued and outstanding shares of Link Associates International Global Limited ("Link"), a provider of environmental consulting services in the United Kingdom for £2.3 million ($4.5 million) in cash. The selling stockholder of Link had the opportunity to receive additional consideration of up to £2.8 million based upon certain performance measures during the period from the date of acquisition through May 31, 2010. During the year ended December 31, 2009, the Company had paid £61,560 ($0.1 million), in the aggregate, of additional consideration, which was recorded as additional goodwill. No additional consideration was earned or paid during the year ended December 31, 2010.

RMA Acquisition. On October 1, 2006, the Company acquired all of the issued and outstanding shares of Response Management Associates, Inc. ("RMA"), a provider of environmental consulting services for $12.5 million. The selling stockholder of RMA has the opportunity to receive additional consideration of up to $8.5 million based upon certain performance measures over the period from the date of the acquisition through September 30, 2012, which will be recognized by the Company as additional cost of the acquisition when the contingency is resolved and when any additional consideration is distributable. During the years ended December 31, 2010 and 2009, the Company paid $6.4 million and $0.5 million, respectively, of additional consideration in accordance with the acquisition agreement. As of December 31, 2010, the Company had paid $8.5 million, in the aggregate, of additional consideration, which was recorded as additional goodwill.

Purchase Price Allocation. The allocation of the purchase price for the Company's acquisitions for the years ended December 31 was as follows (in thousands):

	2011			2010			2009
Trade and other receivables	$	2,882		$	302		$	6,515
Other current assets		1,105			492			2,341
Investments, at Equity, and Advances to 50% or Less Owned Companies		(11,920	)		(57,255	)		(5,187	)
Property and Equipment		137,533			51,771			1,931
Goodwill		3,264			7,276			2,858
Intangible Assets		6,602			2,841			40
Other Assets		3,500			230			204
Accounts payable and other current liabilities		(3,578	)		(215	)		(1,512	)
Long-Term Debt		(37,400	)		—			—
Deferred Income Taxes		(1,116	)		201			(17	)
Other Liabilities		—			—			(45	)
Noncontrolling interests in subsidiaries		(10,284	)		—			(3,043	)
Purchase price(1)	$	90,588		$	5,643		$	4,085

(1) Purchase price is net of cash acquired (totaling $5.3 million, $1.7 million and $1.9 million in 2011, 2010 and 2009, respectively).

Subsequent Event. Subsequent to December 31, 2011, the Company reached an agreement to acquire 18 lift boats from Superior Energy Services, LLC and affiliates for $134.0 million plus a to be determined amount for working capital. The agreement is subject to certain conditions, including regulatory approval, and is expected to be completed prior to the end of the second quarter of 2012.

Equipment Additions. The Company's capital expenditures were $332.3 million, $250.6 million and $180.0 million in 2011, 2010 and 2009, respectively. Major equipment placed in service for the years ended December 31 were as follows (unaudited):

	2011(1)		2010		2009
Offshore Support Vessels:
Anchor handling towing supply		—		—		1
Crew		2		1		1
Mini-Supply		1		—		—
Specialty		—		—		1
		3		1		3
Helicopters:
Light helicopters – single engine		1		—		2
Light helicopters – twin engine		3		—		3
Medium helicopters		4		5		1
Heavy helicopters		1		1		2
		9		6		8
Inland River dry cargo barges		55		113		—
Inland River liquid tank barges		2		17		—
Inland River towboats		—		—		3
Harbor Tugs		1		1		—
Ocean liquid tank barges		—		—		3

(1) Excludes eight RORO vessels acquired in the G&G Shipping Acquisition and 29 wind farm utility vessels acquired in the Windcat Acquisition.

Equipment Dispositions. The Company sold property and equipment for $101.8 million, $361.7 million, and $103.7 million in 2011, 2010 and 2009, respectively. Major equipment dispositions for the years ended December 31 were as follows (unaudited):

	2011(1)		2010		2009(2)
Offshore Support Vessels:
Anchor handling towing supply		1		3		1
Crew		6		2		9
Mini-supply		—		1		4
Standby Safety		1		—		—
Supply		1		—		1
Towing supply		1		2		2
Specialty		1		—		2
		11		8		19
Helicopters:
Light helicopters – single engine		3		—		1
Light helicopters – twin engine		3		2		4
Medium helicopters		2		—		—
Heavy helicopters		3		—		1
		11		2		6
Inland River dry cargo and deck barges		6		60		5
Inland River liquid tank barges		1		—		—
Inland River towboats		1		—		3
Tankers		1		2		—
Harbor tugs		2		—		4
Ocean liquid tank barges		—		1		—

(1) Excludes four crew and one mini-supply vessels operated by Offshore Marine Services' Mexican joint venture (see Note 5) and includes one helicopter previously removed from service.

(2) Excludes one specialty vessel contributed to the Sea-Cat Crewzer joint venture (see Note 5) and one mini-supply vessel and two helicopters removed from service and includes the sale of one harbor tug previously removed from service.

Equipment dispositions during the year ended December 31, 2011 included the sale and leaseback of one anchor handling towing supply vessel for $36.3 million with a lease terms of 84 months. Gains of $7.7 million related to the sale-leaseback were deferred and are being amortized over the minimum lease period (see Note 1). The Company also financed the sale of one offshore support vessel and one helicopter to certain of the Company's 50% or less owned companies for $19.1 million, in the aggregate (see Note 5). Gains of $6.6 million from these sales were deferred and will be recognized as payments are received under the terms of the financing (see Note 1).

Equipment dispositions during the year ended December 31, 2010 included the sale and leaseback of one anchor handling towing supply vessel and two double-hull product tankers for $217.3 million, in the aggregate, with lease terms ranging from 60 to 158 months. Gains of $75.7 million related to these sale-leasebacks were deferred and are being amortized over their respective minimum lease periods (see Note 1). The Company also financed the sale of one crew vessel to an unrelated third party for $1.5 million and deferred gains of $1.2 million from the sale that will be recognized as payments are received under the terms of the financing (see Note 1). The Company sold one anchor handling towing supply vessel and 60 dry cargo barges to certain of the Company's 50% or less owned companies for $59.1 million, in the aggregate. Gains of $1.0 million from these sales were deferred (see Note 1) as a result of uncalled capital commitments (see Note 5).

With respect to the sale-leaseback of the two double-hull product tankers in 2010, each tanker was sold and leased back by a wholly-owned subsidiary of the Company with minor continuing obligations attributable to SEACOR. The lease payments, lease periods and option renewal periods of the leasebacks are identical to and offset existing long-term bareboat charter-out arrangements the Company has with a customer. As a result, the future profits recognized from these two tankers will consist entirely of the amortization of the deferred gains of $69.3 million at the time of the sale-leaseback. The selling subsidiaries' ability to meet their obligations under the leasebacks is dependent upon the offsetting bareboat charter-out arrangements with the customer.

Equipment dispositions during the year ended December 31, 2009 included the sale and leaseback of three inland river towboats for $17.7 million, in the aggregate, with lease terms of 84 months. Gains of $14.1 million related to these sale-leasebacks were deferred and are being amortized over the minimum lease period (see Note 1). The Company also financed the sale of five crew vessels to unrelated third parties for $14.1 million, in the aggregate (see Note 5). Gains of $3.4 million from these sales were deferred and will be recognized as payments are received under the terms of the financing (see Note 1).

Subsequent Event. Environmental Services' business is conducted through SEACOR Environmental Services Inc. ("SES") and O'Brien's Response Management Inc. ("ORM"). SES includes National Response Corporation, one of the largest providers of oil spill response services in the United States; NRC Environmental Services Inc., a leading provider of environmental and industrial services on the West Coast of the United States; SEACOR Response Ltd., which provides oil spill and emergency response services to customers in various international markets; and certain other subsidiaries (collectively the "SES Business"). On February 7, 2012, SEACOR announced it had reached an agreement to sell the SES Business to J.F. Lehman & Company, a leading, middle-market private equity firm, for $97.0 million, subject to a post-closing working capital adjustment and contingent consideration equal to a portion of revenues generated by any extraordinary oil spill response that occurs within three years following the closing. The closing of the transaction is conditioned upon the buyer obtaining certain debt financing and other customary conditions. Either the Company or the buyer may terminate the stock purchase agreement if the closing has not occurred by March 31, 2012. The transaction does not include ORM, a leading provider of crisis and emergency preparedness and response services. Summarized selected operating results of the SES Business for the years ended December 31 were as follows (in thousands):

	2011		2010		2009
Operating Revenues	$	131,346	$	681,082	$	104,478
Operating Income		13,012		139,771		3,906
Segment Profit		13,030		140,392		4,210

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Major Customers And Segment Information

12 Months Ended

Dec. 31, 2011

Major Customers And Segment Information [Abstract]

Major Customers And Segment Information

16. MAJOR CUSTOMERS AND SEGMENT INFORMATION

Accounting standards require public business enterprises to report information about each of their operating business segments that exceed certain quantitative thresholds or meet certain other reporting requirements. Operating business segments have been defined as a component of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has identified the following reporting segments:

Offshore Marine Services. Offshore Marine Services operates a diversified fleet of support vessels primarily servicing offshore oil and gas exploration, development and production facilities worldwide. Vessels in this service are employed to deliver cargo and personnel to offshore installations, handle anchors for drilling rigs and other marine equipment, support offshore construction and maintenance work, provide standby safety support and emergency response services. From time to time, Offshore Marine Services supports projects such as well stimulation, seismic data gathering and offshore accommodation. On December 22, 2011, Offshore Marine Services acquired a controlling interest in a business that owns and operates vessels primarily being used to move personnel and supplies to offshore wind turbines. Offshore Marine Services also offers logistics services in support of offshore oil and gas exploration, development and production operations, including shorebased, marine transport and other supply chain management services. Offshore Marine Services contributed 18%, 19% and 33% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

Aviation Services. Aviation Services is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the United States, which is its primary area of operation. Aviation Services is primarily engaged in transportation services to the offshore oil and gas exploration, development and production industry. Its major customers are major integrated and independent oil and gas companies and U.S. government agencies. In addition to serving the oil and gas industry, Aviation Services provides air medical services, firefighting support, flightseeing tours in Alaska, and emergency search and rescue services. Aviation Services operates a fixed base operation ("FBO") at Ted Stevens Anchorage International Airport and a Federal Aviation Administration ("FAA") approved maintenance repair station in Lake Charles, Louisiana. Aviation Services has an interest in a sales and manufacturing organization based in Canada that engineers, manufactures and distributes after-market helicopter parts and accessories, and has an interest in a training center based in Lake Charles, Louisiana, that provides instruction, flight simulator and other training service. Aviation Services contributed 12%, 9% and 14% of consolidated operating revenues in 2011, 2010 and 2009 respectively.

Inland River Services. Inland River Services owns, operates, invests in and markets inland river transportation equipment primarily transporting agricultural and industrial commodities, and chemical and petrochemical products on the U.S. Inland River Waterways, primarily the Mississippi River, Illinois River, Tennessee River, Ohio River and their tributaries, and the Gulf Intracoastal Waterways. Inland River Services also owns towboats used for moving barges, fleeting operations and deck barges. Inland River Services also has interests in operations on the Magdalena River in Colombia and on the Parana-Paraguay Rivers in Argentina, and a transshipment terminal at the Port of Ibicuy, Argentina. In addition to its primary barge business, Inland River Services also has interests in high-speed multi-modal terminal facilities and provides a broad range of services including machine shop, gear and engine repairs, repair of barges and towboats at strategic locations on the U.S. Inland River Waterways. Inland River Services contributed 9%, 6% and 9% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

Marine Transportation Services. Marine Transportation Services' fleet consists of seven U.S.-flag product tankers, of which five are owned and two are leased, providing marine transportation services for petroleum products and chemicals moving in the U.S. domestic coastwise trade, and eight Roll-on/Roll-off ("RORO") vessels engaged in the shipping trade between the United States, the Bahamas and the Caribbean. Marine Transportation Services contributed 4%, 3% and 5% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

Environmental Services. Environmental Services primarily provides emergency preparedness and response services to oil, chemical, industrial and marine transportation clients, and government agencies in the United States and abroad. In the United States, these services are generally rendered to those clients who store, transport, produce or handle petroleum and certain non-petroleum oils that are subject to the provisions of OPA 90 and various other federal, state and municipal regulations. Internationally, these services may be required by legislation and regulation of countries, international maritime conventions and environmental covenants placed on clients by their lending institutions. To a lesser extent, Environmental Services provides emergency preparedness and response services to governmental agencies arising from natural disasters and homeland security issues such as debris removal monitoring, public assistance projects, bio-terrorism, pandemic influenza and port security. Environmental Services also provides other services to oil, chemical, industrial and government clients including crisis communications, emergency preparedness and response software, hazardous waste management, stand-by fire-fighting, industrial and marine cleaning, salvage support, petroleum storage tank cleaning and removal, and site remediation services. Environmental Services contributed 10%, 33% and 8% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

Commodity Trading and Logistics. Commodity Trading and Logistics operates an integrated business involved in the purchase, storage, transportation and sale of agricultural and energy commodities. The principal commodities currently involved are sugar, ethanol, clean blendstocks and crude oil. Commodity Trading and Logistics contributed 44%, 28% and 28% of consolidated operating revenues in 2011, 2010 and 2009, respectively.

Other Activities.

Harbor and Offshore Towing Services. As of December 31, 2011, Harbor and Offshore Towing Services operated a total of five ocean liquid tank barges and 28 vessels, of which 13 were conventional tugs, five were Azimuth Stern Drive tugs, three were Forward Azimuth Drive tugs, two were tractor tugs and five were Ship Docking Modules ("SDM™"). SDMs™ are innovative vessels designed and patented by the Company that are maneuverable, efficient and flexible and require fewer crew members than conventional harbor tugs.

Other Joint Ventures, Leasing and Other Activities. The Company has investments in 50% or less owned companies which include a company that designs and manufactures water treatment systems for sale or lease, and three industrial aviation services businesses in Asia. The Company also engages in lending and leasing activities.

The following tables summarize the operating results, capital expenditures and assets of the Company's reportable segments.

	Offshore Marine Services $'000			Aviation Services $'000			Inland River Services $'000		Marine Transportation Services $'000			Environmental Services $'000			Commodity Trading and Logistics $'000			Other $'000			Corporate and Eliminations $'000			Total $'000
For the year ended December 31, 2011
Operating Revenues:
External customers		376,607			258,130			177,212		92,786			211,606			955,688			69,913			—			2,141,942
Intersegment		181			18			10,445		350			30			—			15			(11,039	)		—
		376,788			258,148			187,657		93,136			211,636			955,688			69,928			(11,039	)		2,141,942
Costs and Expenses:
Operating		269,203			162,707			119,499		53,095			136,013			940,506			37,691			(10,527	)		1,708,187
Administrative and general		47,201			31,893			11,339		8,864			33,014			8,404			11,942			34,890			187,547
Depreciation and amortization		48,477			42,612			23,494		22,079			9,473			57			8,774			1,858			156,824
		364,881			237,212			154,332		84,038			178,500			948,967			58,407			26,221			2,052,558
Gains (Losses) on Asset Dispositions and Impairments, Net		14,661			15,172			2,964		1,125			(54	)		—			226			(144	)		33,950
Operating Income (Loss)		26,568			36,108			36,289		10,223			33,082			6,721			11,747			(37,404	)		123,334
Other Income (Expense):
Derivative losses, net		—			(1,326	)		—		—			—			(5,734	)		—			(29,075	)		(36,135	)
Foreign currency gains (losses), net		(3,102	)		516			—		(11	)		12			104			(98	)		3,395			816
Other, net		278			9			4		274			2			(167	)		981			(521	)		860
Equity in Earnings (Losses) of 50% or Less Owned Companies		9,189			82			4,136		(74	)		(53	)		(1,815	)		(1,524	)		—			9,941
Segment Profit (Loss)		32,933			35,389			40,429		10,412			33,043			(891	)		11,106
Other Income (Expense) not included in Segment Profit																									(35,481	)
Less Equity Earnings included in Segment Profit																									(9,941	)
Income Before Taxes and Equity Earnings																									53,394
Capital Expenditures		88,248			158,929			44,693		12,516			8,397			130			16,356			3,043			332,312
As of December 31, 2011
Property and Equipment		654,819			709,451			383,292		226,142			37,045			229			154,945			20,149			2,186,072
Investments, at Equity, and Advances to 50% or Less Owned Companies		68,330			50,263			50,183		12,284			2,279			11,790			56,709			—			251,838
Goodwill		13,367			352			4,345		550			45,151			—			1,302			—			65,067
Intangible Assets		5,971			—			7,324		1,528			6,586			—			417			—			21,826
Other current and long-term assets, excluding cash and near cash assets(1)		131,921			91,648			74,987		4,675			63,221			116,100			73,520			31,505			587,577
Segment Assets		874,408			851,714			520,131		245,179			154,282			128,119			286,893
Cash and near cash assets(1)																									815,754
Total Assets																									3,928,134

(1) Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds.

	Offshore Marine Services $'000		Aviation Services $'000			Inland River Services $'000		Marine Transportation Services $'000			Environmental Services $'000			Commodity Trading and Logistics $'000			Other $'000			Corporate and Eliminations $'000			Total $'000
For the year ended December 31, 2010
Operating Revenues:
External customers		499,885		235,395			149,273		76,163			874,361			741,896			72,395			—			2,649,368
Intersegment		15,971		(29	)		12,424		—			32			—			440			(28,838	)		—
		515,856		235,366			161,697		76,163			874,393			741,896			72,835			(28,838	)		2,649,368
Costs and Expenses:
Operating		309,587		147,233			97,178		39,275			593,288			729,135			43,365			(28,834	)		1,930,227
Administrative and general		50,795		25,798			10,691		5,002			31,555			11,435			11,472			45,770			192,518
Depreciation and amortization		51,760		43,351			20,721		28,645			8,396			61			8,803			1,753			163,490
		412,142		216,382			128,590		72,922			633,239			740,631			63,640			18,689			2,286,235
Gains (Losses) on Asset Dispositions and Impairments, Net		29,474		764			31,928		(18,688	)		510			—			1,203			47			45,238
Operating Income (Loss)		133,188		19,748			65,035		(15,447	)		241,664			1,265			10,398			(47,480	)		408,371
Other Income (Expense):
Derivative gains (losses), net		—		(118	)		—		—			—			(4,580	)		—			10,903			6,205
Foreign currency gains (losses), net		1,622		(1,511	)		—		22			(105	)		(531	)		(16	)		(5,608	)		(6,127	)
Other, net		1		50			2,237		—			1			787			44			597			3,717
Equity in Earnings (Losses) of 50% or Less Owned Companies		9,306		(137	)		3,708		—			683			(604	)		223			—			13,179
Segment Profit (Loss)		144,117		18,032			70,980		(15,425	)		242,243			(3,663	)		10,649
Other Income (Expense) not included in Segment Profit (Loss)																								(38,687	)
Less Equity Earnings included in Segment Profit																								(13,179	)
Income Before Taxes and Equity Earnings																								373,479
Capital Expenditures		80,172		130,770			23,610		6,254			7,341			—			12,656			(10,177	)		250,626
As of December 31, 2010
Property and Equipment		613,506		612,078			317,628		218,615			34,618			156			153,014			19,107			1,968,722
Investments, at Equity, and Advances to 50% or Less Owned Companies		45,384		27,912			40,553		—			2,160			14,467			51,911			—			182,387
Goodwill		13,367		353			1,743		—			45,014			—			1,302			—			61,779
Intangible Assets		8,013		—			1,094		1,936			9,596			—			530			—			21,169
Other current and long-term assets, excluding cash and near cash assets(1)		138,456		72,570			61,499		4,034			230,164			63,680			44,267			57,689			672,359
Segment Assets		818,726		712,913			422,517		224,585			321,552			78,303			251,024
Cash and near cash assets(1)																								853,973
Total Assets																								3,760,389

(1) Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds.

	Offshore Marine Services $'000			Aviation Services $'000			Inland River Services $'000		Marine Transportation Services $'000			Environmental Services $'000			Commodity Trading and Logistics $'000			Other $'000			Corporate and Eliminations $'000			Total $'000
For the year ended December 31, 2009
Operating Revenues:
External customers		557,269			235,595			143,503		92,866			145,648			472,575			63,882			—			1,711,338
Intersegment		5,022			72			11,595		—			119			—			472			(17,280	)		—
		562,291			235,667			155,098		92,866			145,767			472,575			64,354			(17,280	)		1,711,338
Costs and Expenses:
Operating		309,635			147,955			89,444		50,568			103,761			460,713			40,572			(17,552	)		1,185,096
Administrative and general		47,031			21,396			8,764		4,122			25,452			12,644			10,422			32,167			161,998
Depreciation and amortization		54,869			37,358			19,357		32,006			7,150			29			8,172			1,151			160,092
		411,535			206,709			117,565		86,696			136,363			473,386			59,166			15,766			1,507,186
Gains (Losses) on Asset Dispositions and Impairments, Net		22,490			316			4,706		—			(197	)		—			363			(3	)		27,675
Operating Income (Loss)		173,246			29,274			42,239		6,170			9,207			(811	)		5,551			(33,049	)		231,827
Other Income (Expense):
Derivative gains (losses), net		(175	)		266			—		—			—			4,028			—			6,842			10,961
Foreign currency gains (losses), net		2,451			1,439			—		(1	)		9			498			136			3,555			8,087
Other, net		182			—			—		—			—			25			(54	)		91			244
Equity in Earnings (Losses) of 50% or Less Owned Companies		9,867			(487	)		3,882		—			225			(95	)		(811	)		—			12,581
Segment Profit		185,571			30,492			46,121		6,169			9,441			3,645			4,822
Other Income (Expense) not included in Segment Profit																									(36,105	)
Less Equity Earnings included in Segment Profit																									(12,581	)
Income Before Taxes and Equity Earnings																									215,014
Capital Expenditures		39,135			90,762			14,711		124			7,336			120			23,076			4,760			180,024
As of December 31, 2009
Property and Equipment		727,256			523,195			267,971		364,745			35,728			228			155,599			4,026			2,078,748
Investments, at Equity, and Advances to 50% or Less Owned Companies		48,460			26,399			84,581		—			2,109			14,567			10,698			—			186,814
Goodwill		13,367			353			1,743		—			37,806			—			1,302			—			54,571
Intangible Assets		10,226			—			1,465		2,332			8,891			—			640			—			23,554
Other current and long-term assets, excluding cash and near cash assets(1)		171,521			69,679			56,914		8,658			41,943			86,676			27,061			59,673			522,125
Segment Assets		970,830			619,626			412,674		375,735			126,477			101,471			195,300
Cash and near cash assets(1)																									857,807
Total Assets																									3,723,619

(1) Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds.

In 2010, one customer (BP p.l.c.) was responsible for $871.4 million, or 33%, of consolidated operating revenues. In 2011 and 2009, the Company did not earn revenues that were greater than or equal to 10% of total revenues from a single customer. For the years ended December 31, 2011, 2010 and 2009, approximately 30%, 16% and 30%, respectively, of the Company's operating revenues were derived from its foreign operations. The Company's foreign revenues are primarily derived from its Offshore Marine Services and Aviation Services fleet. These assets are highly mobile and regularly and routinely move between countries within a geographical region of the world. In addition, these assets may be redeployed among the geographical regions as changes in market conditions dictate. Because of this asset mobility, revenues and long-lived assets, primarily property and equipment, in any one country are not considered material. The following represents the Company's revenues attributed by geographical region in which services are provided to customers for the years ended December 31 (in thousands):

	2011		2010		2009
Operating Revenues:
United States	$	1,505,704	$	2,229,353	$	1,190,218
Africa, primarily West Africa		77,306		123,073		191,360
Europe, primarily North Sea		87,680		76,009		73,848
Asia		18,462		34,809		35,737
Middle East		57,937		58,904		81,970
Brazil, Mexico, Central and South America		352,983		103,136		115,703
Other		41,870		24,084		22,502
	$	2,141,942	$	2,649,368	$	1,711,338

The Company's long-lived assets are primarily its property and equipment that are employed in various geographical regions of the world. The following represents the Company's property and equipment based upon the assets' physical location as of December 31 (in thousands):

	2011		2010		2009
Property and Equipment:
United States	$	1,441,862	$	1,340,611	$	1,386,745
Africa, primarily West Africa		90,483		129,198		128,745
Europe, primarily North Sea		111,292		76,154		69,893
Asia		61,830		44,496		49,550
Middle East		76,062		65,314		83,107
Brazil, Mexico, Central and South America		315,375		267,623		306,265
Other		89,168		45,326		54,443
	$	2,186,072	$	1,968,722	$	2,078,748

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Savings Plans And Multiemployer Pension Plans

12 Months Ended

Dec. 31, 2011

Savings Plans And Multiemployer Pension Plans [Abstract]

Savings Plans And Multiemployer Pension Plans

12. SAVINGS AND MULTI-EMPLOYER PENSION PLANS

SEACOR Savings Plan. The Company provides a defined contribution plan (the "Savings Plan") for its eligible U.S.-based employees. The Company's contribution to the Savings Plan is limited to 50% of an employee's first 6% of wages invested in the Savings Plan and is subject to annual review by the Board of Directors of SEACOR. The Company's Savings Plan costs were $3.1 million, $3.0 million and $3.1 million for the years ended December 31, 2011, 2010 and 2009, respectively.

SEACOR Deferred Compensation Plan. In 2005, the Company established a non-qualified deferred compensation plan (the "Deferred Compensation Plan") to provide a select group of highly compensated employees, as well as non-employee directors, the ability to defer receipt of up to 75% of their cash base salary, up to 100% of their cash bonus and up to 100% of their vested restricted stock (deferred in the form of Restricted Stock Units, as defined in the plan) for each fiscal year. Each participant's compensation deferrals are credited to a bookkeeping account and, subject to certain restrictions, each participant may elect to have their cash deferrals in such account indexed against one or more investment options, solely for purposes of determining amounts payable under the Deferred Compensation Plan (the Company is not obligated to actually invest any deferred amounts in the selected investment options).

Participants may receive a distribution of deferred amounts, plus any earnings thereon (or less any losses), on a date specified by the participant or, if earlier, upon a separation from service or upon a change of control. All distributions to participants following a separation from service shall be in the form of a lump sum, except if such separation qualifies as "retirement" under the terms of the plan, in which case it may be paid in installments if previously elected by the participant. Distributions to "Key Employees" upon a separation from service (other than due to death) will not commence until at least 6 months after the separation from service. Participants are always 100% vested in the amounts that participants contribute to their Deferred Compensation Plan accounts. The Company, at its option, may contribute amounts to participants' accounts, which may be subject to vesting requirements.

The obligations of the Company to pay deferred compensation under the Deferred Compensation Plan are general unsecured obligations of the Company and rank equally with other unsecured indebtedness of the Company that is outstanding from time to time. As of December 31, 2011 and 2010, the Company had an obligation of $2.3 million and $2.7 million, respectively, related to the Deferred Compensation Plan and is included in the accompanying consolidated balance sheets as deferred gains and other liabilities. The total amount of the Company's obligation under the Deferred Compensation Plan will vary depending upon the level of participation by participants and the amount of compensation that participants elect to defer under the plan. The duration of the Deferred Compensation Plan is indefinite (subject to the Board of Directors' discretion to amend or terminate the plan).

MNOPF and MNRPF. Certain subsidiaries of the Company are participating employers in industry-wide, multi-employer, defined benefit pension funds in the United Kingdom, the United Kingdom Merchant Navy Officers Pension Fund ("MNOPF") and the United Kingdom Merchant Navy Ratings Pension Fund ("MNRPF"). The Company's participation in the MNOPF relates to officers employed between 1978 and 2002 by SEACOR's Stirling group of companies (which had been acquired by SEACOR in 2001) and its predecessors and its participation in the MNRPF relates to ratings employed between 1978 and 2001 by SEACOR's Stirling group of companies (which had been acquired by SEACOR in 2001) and its predecessors. Both of these plans are in deficit positions and depending upon the results of future actuarial valuations, it is possible that the plans could experience further funding deficits, requiring the Company to recognize payroll related operating expenses in the periods invoices are received. The Company has one active employee participating in the MNOPF plan and none in the MNRPF plan. During the years ended December 31, 2011, 2010 and 2009, contributions to the MNOPF were not material and did not exceed 5% of total contributions to the plan in any year.

Under the direction of a court order, any deficit of the MNOPF is to be remedied through funding contributions from all participating employers. Based on an actuarial valuation of the MNOPF in 2003, the Company was invoiced and expensed $4.4 million in 2005, representing the Company's allocated share of a total funding deficit of $412.0 million. Subsequent to this invoice, the pension fund trustees determined that $49.0 million of the $412.0 million deficit was deemed uncollectible due to the non-existence or liquidation of certain participating employers and the Company was invoiced and expensed $0.6 million in 2007 for its allocated share of the uncollectible deficit. Based on an actuarial valuation of the MNOPF in 2006, the Company was invoiced and expensed $3.9 million in 2007, representing the Company's allocated share of an additional funding deficit of $332.6 million. Based on an actuarial valuation of the MNOPF in 2009, the Company was invoiced and expensed $7.8 million in 2010, representing the Company's allocated share of an additional funding deficit of $636.9 million.

Based on an actuarial valuation of the MNRPF in March 2008, the Company was advised that its share of a $281.0 million (£175.0 million) accumulated funding deficit was $1.0 million (£0.6 million). The accumulated funding deficit is being recovered by additional annual contributions from current employers and is subject to adjustment following the results of future tri-annual actuarial valuations. During the year ended December 31, 2011, $0.4 million, in the aggregate, of the Company's funding deficit had been invoiced and expensed. Based on an actuarial valuation of the MNRPF in March 2011, the Company was advised that the funding deficit had increased to $334.8 million (£217.0 million) of which the Company's share is $0.3 million (£ 0.2 million). The recovery plans for the additional funding deficit are still being considered.

AMOPP and SPP. Certain subsidiaries of the Company are participating employers in industry-wide, multi-employer defined benefit pension plans in the United States: the American Maritime Officers Pension Plan (EIN: 13-1936709) ("the AMOPP") and the Seafarers Pension Plan (EIN: 13-6100329) (the "SPP"). The Company's participation in these plans relates to certain employees of the Company's Marine Transportation Services and Harbor & Offshore Towing Services business segments. In accordance with collective bargaining agreements between the Company and the American Maritime Officers ("AMO"), which expire on December 31, 2012 for Marine Transportation Services and August 31, 2013 for Harbor & Offshore Towing Services and between the Company and the Seafarers International Union ("SIU"), which expired on December 31, 2011 for Marine Transportation Services and expires on August 31, 2012 for Harbor & Offshore Towing Services, the Company makes periodic contributions to the AMOPP and SPP. With respect to the collective bargaining agreements between Marine Transportation Services and SIU, the Company continues to operate under the expired agreement while negotiations are ongoing. The contributions to the plans are expensed as incurred and are included in operating expenses in the accompanying consolidated statements of income. During the years ended December 31, 2011, 2010 and 2009, the Company made contributions of $0.9 million, $1.1 million and $1.1 million, respectively, to the AMOPP and $0.6 million, $1.3 million and $1.5 million, respectively to the SPP. During 2011, 2010 and 2009 none of the Company's contributions to the AMOPP or the SPP exceeded 5% of total contributions to the plans and the Company did not pay any material surcharges. As of December 31, 2011, there is no required minimum future contribution to the AMOPP or the SPP. The Company's obligations for future contributions are based upon the number of employee's subject to the collective bargaining agreements, their rates of pay and the number of days worked.

Under federal pension law, the AMOPP was deemed in critical status for the 2009 and 2010 plan years, the latest periods for which a report is available, as the funded percentage of the AMOPP was less than 65% of the pension liability. The AMOPP was frozen in January 2010 and a ten year rehabilitation plan was adopted by the AMOPP trustees in February 2010 whereby benefit changes and increased contributions by participating employers are expected to improve the funded status of the AMOPP. Based on an actuarial valuation performed as of September 30, 2010, the Company was advised that if it chose to withdraw from the AMOPP its withdrawal liability would have been $29.5 million. That liability may change in future years based on various factors, primarily employee census. As of December 31, 2011, the Company has no intention to withdraw from the AMOPP and no deficit amounts have been invoiced. Depending upon the results of the future actuarial valuations and the ten year rehabilitation plan, it is possible that the AMOPP will experience further funding deficits, requiring the Company to recognize additional payroll related operating expenses in the periods invoices are received or contribution levels are increased.

The SPP was neither in endangered or critical status for the 2009 and 2010 plan years, the latest period for which a report is available, as the funded percentage of the SPP was in excess of 100%.

Other Plans. Certain employees participate in other defined contribution plans in the United States and various international regions including the United Kingdom and Singapore. During the years ended December 31, 2011, 2010 and 2009, the Company incurred costs of $0.3 million, $0.3 million and $0.4 million, respectively, in the aggregate related to these plans, primarily from employer matching contributions.

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Share Based Compensation (Schedule Of Share-based Compensation, Stock Options, Activity) (Details) (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Share Based Compensation [Abstract]
Nonvested Options Number of Shares Outstanding	573,400
Nonvested Options Weighted Average Grant Date Fair Value Outstanding	$ 25.03
Vested/Exercisable Options Number of Shares Outstanding	556,956
Vested/Exercisable Options Weighted Average Exercise Price Outstanding	$ 53.29
Stock Option, Outstanding as of December 31, 2010	1,130,356	1,220,601	1,129,685
Total Options Weighted Average Exercise Price Outstanding	$ 59.77
Nonvested Options, Granted, Number of Shares	290,960
Nonvested Options, Granted, Weighted Average Grant Date Fair Value	$ 29.73
Vested/Exercisable Options, Granted, Number of Shares
Vested/Exercisable Options, Granted, Weighted Average Exercise Price
Total Options, Granted, Number of Shares	290,960	244,450	223,850
Total Options, Granted, Weighted Average Exercise Price	$ 92.43
Nonvested Options, Vested, Number of Shares	(215,490)
Nonvested Options, Vested, Weighted Average Grant Date Fair Value	$ 24.80
Vested/Exercisable Options, Vested, Number of Shares	215,490
Vested/Exercisable Options, Vested, Weighted Average Exercise Price	$ 66.99
Total Options, Vested, Number of Shares
Total Options, Vested, Weighted Average Exercise Price
Nonvested Options, Exercised, Number of Shares
Nonvested Options, Exercised, Weighted Average Grant Date Fair Value
Vested/Exercisable Options, Exercised, Number of Shares	(146,169)
Vested/Exercisable Options, Exercised, Weighted Average Exercise Price	$ 48.79
Total Options, Exercised, Number of Shares	(146,169)	(324,270)	(93,394)
Total Options, Exercised, Weighted Average Exercise Price	$ 48.79
Nonvested Options, Forfeited, Number of Shares	(1,920)
Nonvested Options, Forfeited, Weighted Average Grant Date Fair Value	$ 24.20
Vested/Exercisable Options, Forfeited, Number of Shares
Vested/Exercisable Options, Forfeited, Weighted Average Exercise Price
Stock Option, Forfeited	(1,920)	(6,100)	(23,070)
Total Options, Forfeited, Weighted Average Exercise Price	$ 65.02
Nonvested Options, Expired, Number of Shares
Nonvested Options, Expired, Weighted Average Grant Date Fair Value
Vested/Exercisable Options, Expired, Number of Shares	(1,035)
Vested/Exercisable Options, Expired, Weighted Average Exercise Price	$ 96.18
Total Options, Expired, Number of Shares	1,035	4,325	16,470
Total Options, Expired, Weighted Average Exercise Price	$ 96.18
Share Based Compensation Arrangement by Share Based Payment Award Options Nonvested Outstanding Number	646,950	573,400
Nonvested Options Number of Shares Outstanding	646,950	573,400
Nonvested Options Weighted Average Grant Date Fair Value Outstanding	$ 27.23	$ 25.03
Share Based Compensation Arrangement by Share Based Payment Award Options Nonvested Weighted Average Grant Date Fair Value	$ 27.23	$ 25.03
Vested/Exercisable Options Number of Shares Outstanding	625,242	556,956
Vested/Exercisable Options Weighted Average Exercise Price Outstanding	$ 59.04	$ 53.29
Stock Option, Outstanding as of September 30, 2011	1,272,192	1,130,356	1,220,601
Total Options Weighted Average Exercise Price Outstanding	$ 68.49	$ 59.77

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Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes [Abstract]

Income Taxes

8. INCOME TAXES

Income before income tax expense (benefit) and equity in earnings of 50% or less owned companies derived from U.S. and foreign companies for the years ended December 31 were as follows (in thousands):

	2011			2010		2009
United States	$	65,831		$	347,423	$	151,814
Foreign		(7,508	)		17,141		50,975
Eliminations and other		(4,929	)		8,915		12,225
	$	53,394		$	373,479	$	215,014

As of December 31, 2011, cumulative undistributed net earnings of foreign subsidiaries included in the Company's consolidated retained earnings were $131.2 million.

The Company files a consolidated U.S. federal tax return. The components of income tax expense (benefit) for the years ended December 31 were as follows (in thousands):

	2011			2010			2009
Current:
State	$	2,505		$	12,115		$	3,278
Federal		14,977			126,992			5,723
Foreign		10,938			11,938			10,486
		28,420			151,045			19,487
Deferred:
State		(1,845	)		(1,386	)		1,901
Federal		(5,285	)		(9,035	)		61,152
Foreign		(105	)		50			(48	)
		(7,235	)		(10,371	)		63,005
	$	21,185		$	140,674		$	82,492

The following table reconciles the difference between the statutory federal income tax rate for the Company and the effective income tax rate for the years ended December 31:

	2011			2010			2009
Statutory rate		35.0	%		35.0	%		35.0	%
Non-deductible expenses		1.8	%		0.6	%		1.5	%
State effective tax rate changes		(3.3	)%		(0.4	)%		1.0	%
State taxes		2.9	%		2.2	%		0.9	%
Other		3.3	%		0.3	%		0.0	%
		39.7	%		37.7	%		38.4	%

During the years ended December 31, 2011, 2010 and 2009, the Company recognized an income tax benefit of $1.7 million, an income tax benefit of $1.7 million, and an income tax expense of $2.2 million, respectively, on adjustments to state tax liabilities resulting from changes in state tax apportionment factors.

The components of the net deferred income tax liabilities for the years ended December 31 were as follows (in thousands):

	2011			2010
Deferred tax liabilities:
Property and Equipment	$	514,764		$	510,415
Unremitted earnings of foreign subsidiaries		39,640			42,652
Investments in 50% or Less Owned Companies		14,675			9,186
Long-term Debt		15,627			15,627
Other		14,591			18,406
Total deferred tax liabilities		599,297			596,286
Deferred tax assets:
Foreign tax credit carryforwards		4,697			11,007
Share award plans		10,473			4,802
Other		27,848			25,698
Total deferred tax assets		43,018			41,507
Valuation allowance		(7,526	)		(7,659	)
Net deferred tax assets		35,492			33,848
Net deferred tax liabilities	$	563,805		$	562,438

As of December 31, 2011, the Company has foreign tax credit carryforwards of $4.7 million that expire from 2012 through 2015. The Company believes it is more likely than not that the Company's foreign tax credit carryforwards, with the exception of $3.1 million, will be utilized through the turnaround of existing temporary differences, future earnings, tax strategies or a combination thereof.

During the year ended December 31, 2011, the Company decreased its valuation allowance for state net operating loss carryforwards by $0.2 million to $4.4 million.

The Company records an additional income tax benefit or expense based on the difference between the fair market value of share awards at the time of grant and the fair market value at the time of vesting or exercise. For the years ended December 31, 2011 and 2010, an additional net income tax benefit was recorded in stockholders' equity of $1.8 million and $4.9 million, respectively. For the year ended December 31, 2009, an additional net income tax expense was recorded in stockholders' equity of $0.2 million.

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Acquisitions And Dispositions (Allocation Of Purchase Price For Business Acquisitions) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009
Acquisitions And Dispositions [Abstract]
Trade and other receivables	$ 2,882		$ 302		$ 6,515
Other current assets	1,105		492		2,341
Investments in Equity, and Receivables from 50% or Less Owned Companies	(11,920)		(57,255)		(5,187)
Property and equipment	137,533		51,771		1,931
Goodwill	3,264		7,276		2,858
Intangible Assets	6,602		2,841		40
Other Assets	3,500		230		204
Accounts payable and other current liabilities	(3,578)		(215)		(1,512)
Long-Term Debt	(37,400)
Deferred Income Taxes	(1,116)		201		(17)
Other long-term liabilities					(45)
Noncontrolling Interests in Subsidiaries	(10,284)				(3,043)
Purchase price	$ 90,588	[1]	$ 5,643	[1]	$ 4,085	[1]

[1] Purchase price is net of cash acquired (totaling $5.3 million, $1.7 million and $1.9 million in 2011, 2010 and 2009, respectively).

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Third Party Notes Receivable

12 Months Ended

Dec. 31, 2011

Third Party Notes Receivable [Abstract]

Third Party Notes Receivable

6. THIRD PARTY NOTES RECEIVABLE

From time to time, the Company engages in lending and leasing activities involving various types of equipment. The Company recognizes interest income as payments are due, typically monthly, and expenses all costs associated with its lending and leasing activities as incurred. During the year ended December, 31, 2011, these activities included advances of $22.2 million for two notes receivable secured by fixed wing aircraft and certain spare parts. Both notes receivable are for five years, one of which requires 59 monthly principal and interest payments and a final balloon payment, and the other requires quarterly payments of principal and interest, subject to certain prepayment provisions based on the sale of spare parts. These activities also included an advance of $14.5 million for a note receivable secured by an offshore support vessel that is managed by the Company. This note receivable requires monthly payments of principal and interest and a final balloon payment. The overall returns on these notes receivable are uncertain due to certain provisions for additional payments contingent upon future events. As of December 31, 2011, none of the Company's third party notes receivable are past due or in default and the Company has made no provisions for credit losses.

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Construction Reserve Funds

12 Months Ended

Dec. 31, 2011

Construction Reserve Funds [Abstract]

Construction Reserve Funds

7. CONSTRUCTION RESERVE FUNDS

The Company has established, pursuant to Section 511 of the Merchant Marine Act, 1936, as amended, construction reserve fund accounts subject to agreements with the Maritime Administration. In accordance with this statute, the Company is permitted to deposit proceeds from the sale of certain vessels into the construction reserve fund accounts and defer the taxable gains realized from the sale of those vessels. Qualified withdrawals from the construction reserve fund accounts are only permitted for the purpose of acquiring qualified U.S.-flag vessels as defined in the statue and approved by the Maritime Administration. To the extent that sales proceeds are reinvested in replacement vessels, the carryover depreciable tax basis of the vessels originally sold is attributed to the U.S.-flag vessels acquired using such qualified withdrawals. The construction reserve funds must be committed for expenditure within three years of the date of sale of the equipment, subject to two one-year extensions which can be granted at the discretion of the Maritime Administration, or be released for the Company's general use as nonqualified withdrawals. For nonqualified withdrawals, the Company is obligated to pay taxes on the previously deferred gains at the prevailing statutory tax rate plus a 1.1% penalty tax and interest thereon for the period such taxes were deferred.

As of December 31, 2011 and 2010, the Company's construction reserve funds of $250.4 million and $314.3 million, respectively, are classified as non-current assets in the accompanying consolidated balance sheets as the Company has the intent and ability to use the funds to acquire equipment. Construction reserve fund transactions for the years ended December 31 were as follows (in thousands):

	2011			2010			2009
Withdrawals	$	(82,553	)	$	(56,727	)	$	(70,009	)
Deposits		18,642			97,846			55,269
	$	(63,911	)	$	41,119		$	(14,740	)

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Long-Term Debt

12 Months Ended

Dec. 31, 2011

Long-Term Debt [Abstract]

Long-Term Debt

9. LONG-TERM DEBT

The Company's borrowings as of December 31 were as follows (in thousands):

	2011			2010
7.375% Senior Notes (excluding unamortized discount of $1.3 million)	$	233,500		$	233,500
5.875% Senior Notes (excluding unamortized discount of $0.2 million)		176,519			178,724
Title XI Bonds (excluding unamortized discount of $10.3 million)		95,906			100,760
SEACOR Revolving Credit Facility		175,000			125,000
ERA Group Inc. Senior Secured Revolving Credit Facility		252,000			—
Other (excluding unamortized discount of $1.0 million)		116,423			87,805
		1,049,348			725,789
Portion due within one year(1)		(41,091	)		(14,618	)
Debt discount, net		(12,807	)		(13,744	)
	$	995,450		$	697,427

(1) Excludes $176.5 million, in principal amount, of the Company's 5.875% Senior Notes due in 2012 as the Company has the ability and current intent to repay the outstanding balance by drawing on the SEACOR Revolving Credit Facility, which matures in 2013.

The Company's long-term debt maturities for the years ended December 31 are as follows (in thousands):

2012	$	41,091
2013		365,810
2014		14,957
2015		44,962
2016		264,689
Years subsequent to 2016		317,839
	$	1,049,348

7.375% Senior Notes. On September 24, 2009, SEACOR issued $250.0 million aggregate principal amount of its 7.375% Senior Notes due October 1, 2019 (the "7.375% Senior Notes") and received net proceeds of $245.9 million. The 7.375% Senior Notes were issued under a supplemental indenture dated as of September 24, 2009 (the "2009 Supplemental Indenture") to the base indenture relating to SEACOR's senior debt securities, dated as of January 10, 2001, between SEACOR and U.S. Bank National Association, as trustee. Interest on the 7.375% Senior Notes is payable semi-annually on April 1 and October 1 of each year. The 7.375% Senior Notes may be redeemed at any time, in whole or in part, at a price equal to the principal amount, plus accrued and unpaid interest to the date of redemption, plus a specified "make-whole" premium. The 2009 Supplemental Indenture contained covenants including, among others, limitations on liens and sale and leasebacks of certain Principal Properties, as defined, and certain restrictions on SEACOR consolidating with or merging into any other Person, as defined. During the year ended December 31, 2010, the Company purchased $16.5 million, in principal amount, of its 7.375% Senior Notes for $17.3 million, resulting in a loss on debt extinguishment of $1.1 million.

2.875% Convertible Debentures. On December 17, 2004, SEACOR completed the sale of $250.0 million aggregate principal amount of its 2.875% Convertible Debentures due December 15, 2024 (the "2.875% Convertible Debentures"). During 2009, the Company's outstanding Convertible Debentures were purchased through open market transactions, converted into shares of SEACOR common stock, par value $0.01 per share ("Common Stock") by the debenture holders, or redeemed in cash. Total consideration paid by the Company on these settlements of the Convertible Debentures was $253.8 million, including 2,918,977 shares of Common Stock valued at $217.2 million and $36.6 million in cash. Consideration of $240.3 million, including Common Stock valued at $205.7 million and $34.6 million in cash, was allocated to the settlement of long-term debt resulting in a debt extinguishment loss of $9.4 million, which is included in the accompanying consolidated statements of income. Consideration of $13.5 million, including Common Stock valued at $11.5 million and $2.0 million in cash, was allocated to the purchase of the conversion option embedded in the Convertible Debentures as included in the accompanying consolidated statements of changes in equity.

5.875% Senior Notes. In 2002, SEACOR sold $200.0 million aggregate principal amount of its 5.875% Senior Notes due October 1, 2012 (the "5.875% Senior Notes"). The 5.875% Senior Notes were issued under a supplemental indenture dated as of September 27, 2002 (the "2002 Supplemental Indenture") to the base indenture relating to SEACOR's senior debt securities, dated as of January 10, 2001, between SEACOR and U.S. Bank National Association, as trustee. Interest on the 5.875% Senior Notes is payable semi-annually on April 1 and October 1 of each year. The 5.875% Senior Notes may be redeemed at any time, in whole or in part, at a price equal to the principal amount, plus accrued and unpaid interest to the date of redemption, plus a specified "make-whole" premium. The 2002 Supplemental Indenture contained covenants including, among others, limitations on liens and sale and leasebacks of certain Principal Properties, as defined, and certain restrictions on SEACOR consolidating with or merging into any other Person, as defined. During the year ended December 31, 2011, the Company purchased $2.2 million, in principal amount, of its 5.875% Senior Notes for $2.3 million, resulting in a loss on debt extinguishment of $0.1 million. During the year ended December 31, 2010, the Company purchased $2.4 million, in principal amount, of its 5.875% Senior Notes for $2.5 million, resulting in a loss on debt extinguishment of $0.1 million. Subsequent to December 31, 2011, the Company purchased $5.5 million, in principal amount, of its 5.875% Senior Note for $5.7 million, resulting in a loss on debt extinguishment of $0.2 million.

Title XI Bonds. Five double-hull product and chemical tankers were financed through the issuance of seven U.S. Government Guaranteed Ship Financing Bonds (the "Title XI Bonds" or "Title XI financing") bearing interest at rates ranging from 6.50% to 7.54% with semi-annual principal and interest payments and maturing through June 2024. During the year ended December 31, 2010, the Company redeemed all of the outstanding bonds on two of the double-hull product and chemical tankers, in principal amount of $61.9 million, for an aggregate purchase price of $63.0 million, including a make-whole premium, resulting in a loss on debt extinguishment of $0.2 million. Following the redemption, three series of the Title XI bonds remained outstanding, one each for three double-hull product and chemical tankers (the "Title XI tankers") owned by subsidiaries of the Company (the "Title XI companies"), each with an interest rate of 6.50%.

A percentage of earnings attributable to each of the Title XI tankers' operations is required to be deposited into Title XI reserve fund bank accounts. Cash held in these accounts is invested as prescribed by Title XI financing agreements. Withdrawals from these accounts are permitted for limited purposes, subject to the prior approval of the U.S. Maritime Administration. As of December 31, 2011 and 2010, the Title XI reserve fund account balances were $9.6 million and $9.6 million, respectively. During the year ended December 31, 2010, $7.0 million of Title XI reserve funds were released following the redemption of the bonds, as described above.

The Title XI financing agreements contain covenants restricting cash distributions subject to certain financial tests. Failure to meet these financial tests, among other things, restricts Title XI companies from (1) distributing capital; (2) paying dividends; (3) increasing employee compensation and paying other indebtedness; (4) incurring additional indebtedness; (5) making investments and (6) acquiring fixed assets. Cash distributions (as defined in the Title XI financing agreements) from a Title XI company are prohibited until such company achieves certain levels of working capital. As of December 31, 2011 and 2010, the Title XI companies held $18.7 million and $12.7 million in restricted cash that was limited in use for the operation of the tankers and cannot be used to fund the Company's general working capital requirements. As of December 31, 2011, the Title XI companies had net assets of $82.8 million.

In the event of default (as defined in the Title XI financing agreements), all of the Title XI tankers, in addition to the assignment of earnings relating to those vessels and the funds on deposit in the Title XI reserve fund accounts, serve as collateral for the repayment of the Title XI Bonds. The aggregate net book value as of December 31, 2011 of the Title XI tankers was $143.5 million.

SEACOR Revolving Credit Facility. The Company has a $405.0 million unsecured revolving credit facility that matures in November 2013. Advances under the facility are available for general corporate purposes. This facility was reduced by 10% of the maximum committed amount of $450.0 million in November 2011 and will be reduced by a further 10% in November 2012. Interest on advances is charged at a rate per annum of LIBOR plus an applicable margin of 60 basis points through November 2011 and 67.5 basis points thereafter. A quarterly commitment fee is payable based on the average unfunded portion of the committed amount at the rate of 17.5 basis points through November 2011 and at the rate of 22.5 basis points thereafter. The revolving credit facility contains various restrictive covenants including interest coverage, secured debt to total capitalization, funded debt to total capitalization ratios, as well as other customary covenants, representations and warranties, funding conditions and events of default, including a cross-default as defined in the credit agreement. During the year ended December 31, 2011, the Company drew $50.0 million on the revolving credit facility. As of December 31, 2011, the Company had $175.0 million of outstanding borrowings under the revolving credit facility and the remaining availability under this facility was $228.5 million, net of issued letters of credit of $1.5 million.

ERA Group Inc. Senior Secured Revolving Credit Facility. On December 22, 2011, Era Group Inc. ("Era"), a subsidiary of SEACOR that operates its Aviation Services business segment, entered into a $350.0 million senior secured revolving credit facility that matures in December 2016 and is secured by substantially all of the tangible and intangible assets of Era. Advances under the senior secured revolving credit facility are available for general corporate purposes and can be used to issue up to $50.0 million in letters of credit. Interest on advances are at the option of Era of either a "base rate" or LIBOR as defined plus an applicable margin. The "base rate" is defined as the highest of: (a) the Prime Rate, as defined; (b) the Federal Funds Effective Rate, as defined, plus 50 basis points; or (c) a daily LIBOR, as defined, plus an applicable margin. The applicable margin is based on Era's funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA"), as defined, and ranges from 100 to 200 basis points on the "base rate" margin and 210 to 335 basis points on the LIBOR margin. The applicable margin as of December 31, 2011, was 140 basis points on the "base rate" margin and 260 basis points on the LIBOR margin. A quarterly commitment fee is payable based on the average unfunded portion of the committed amount at a rate based on Era's funded debt to EBITDA, as defined, and ranges from 25 to 70 basis points, and as of December 31, 2011 the commitment fee was 50 basis points. The senior secured revolving credit facility contains various restrictive covenants including interest coverage, funded debt to EBITDA, secured funded debt to EBITDA, funded debt to the fair market value of owned helicopters, fair market value of mortgaged helicopters to funded debt, fair market value of mortgaged helicopters registered in the United States to fair market value of all mortgaged helicopters, as well as other customary covenants, representations and warranties, funding conditions and events of default, all as defined in the senior secured revolving credit facility. In addition, the senior secured revolving credit facility restricts the payment of dividends on Era's common stock for one year, until December 22, 2012 and, under certain conditions thereafter, may restrict the ability of Era to distribute dividends on its common stock. Generally, dividends may be declared and paid quarterly provided Era is in compliance with the various covenants of the senior secured revolving credit facility, as defined, and the dividend amount does not exceed 20% of the net income of Era for the previous four consecutive quarters. As of December 31, 2011, Era had consolidated net assets of $415.0 million, $252.0 million outstanding under the senior secured revolving credit facility at an annual rate of 3.23%, had no issued letters of credit, and had remaining availability of $98.0 million.

Other. The Company has various other obligations including ship, helicopter, equipment and facility mortgages, working capital lines and short term financing for certain Commodity Trading and Logistics' inventories. These obligations have maturities ranging from several days through May 2021 and, as of December 31, 2011, have interest rates ranging from 1.9% to 6.2%, and require periodic payments of interest and principal. During the years ended December 31, 2011, 2010 and 2009, proceeds from the issuance of other debt was $23.2 million, $38.7 million and $52.2 million, respectively, and repayments on other debt was $31.5 million, $4.9 million and $40.5 million, respectively.

As of December 31, 2011, the Company had other outstanding letters of credit, apart from its revolving credit facilities, totaling $60.5 million with various expiration dates through 2014.

SEACOR's Board of Directors has previously authorized the Company to purchase any or all of its 5.875% Senior Notes due 2012 and its 7.375% Senior Notes due 2019, which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions.

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Investments, At Equity, And Advances To 50% Or Less Owned Companies (Narrative) (Details) (USD $)	3 Months Ended										12 Months Ended								12 Months Ended		0 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended		12 Months Ended				12 Months Ended				12 Months Ended				0 Months Ended	12 Months Ended		12 Months Ended											12 Months Ended				12 Months Ended									0 Months Ended
	Dec. 31, 2011		Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010		Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009		Dec. 31, 2011 Soylutions [Member]	Jul. 29, 2011 Soylutions [Member]	Dec. 31, 2011 Mantenimiento Express Maritimo, S.A.P.I. De C.V. [Member]	Jun. 30, 2011 Mantenimiento Express Maritimo, S.A.P.I. De C.V. [Member]	Jun. 30, 2011 Aeroleo Taxi Aereo S/A [Member]	Dec. 31, 2011 Aeroleo Taxi Aereo S/A [Member]	Dec. 31, 2011 Aeroleo Taxi Aereo S/A [Member]	Dec. 31, 2011 Era Do Brazil LLC [Member]	Dec. 31, 2011 Era Do Brazil LLC [Member] months	Jun. 30, 2011 Era Do Brazil LLC [Member]	Dec. 31, 2011 Avion Logistics Limited [Member]	Jun. 01, 2011 Avion Logistics Limited [Member]	Dec. 31, 2011 Dynamic Offshore Drilling Ltd. [Member]	Apr. 04, 2011 Dynamic Offshore Drilling Ltd. [Member]	Dec. 31, 2011 Dart Helicopter Services LLC [Member]	Dec. 31, 2010 Dart Helicopter Services LLC [Member]	Dec. 31, 2009 Dart Helicopter Services LLC [Member]	Jul. 31, 2011 Dart Helicopter Services LLC [Member]	Dec. 31, 2011 Illinois Corn Processing LLC [Member]	Dec. 31, 2010 Illinois Corn Processing LLC [Member]	Dec. 31, 2009 Illinois Corn Processing LLC [Member]	Nov. 20, 2009 Illinois Corn Processing LLC [Member]	Jun. 01, 2011 Hawker Pacific Airservices, Limited [Member]	Dec. 31, 2011 Hawker Pacific Airservices, Limited [Member]	Dec. 15, 2010 Hawker Pacific Airservices, Limited [Member]	Dec. 31, 2011 SCFCo Holdings [Member]	Dec. 31, 2010 SCFCo Holdings [Member]	Dec. 31, 2009 SCFCo Holdings [Member]	Dec. 31, 2011 Bunge-SCF Grain [Member]	Dec. 31, 2011 MexMar [Member]	Dec. 31, 2011 Avion Pacific Limited [Member]	Dec. 31, 2010 Avion Pacific Limited [Member]	Dec. 31, 2009 Avion Pacific Limited [Member]	Dec. 31, 2008 Avion Pacific Limited [Member]	Feb. 27, 2006 Avion Pacific Limited [Member]	Jul. 22, 2008 Era DHS LLC [Member]	Dec. 31, 2011 Sea Cat Crewzer [Member]	Dec. 31, 2010 Sea Cat Crewzer [Member]	Dec. 31, 2009 Sea Cat Crewzer [Member]	Jul. 27, 2009 Sea Cat Crewzer [Member]	Dec. 31, 2011 Nautical Power [Member]	Dec. 31, 2011 C-Lift LLC [Member]	Dec. 31, 2011 Other [Member]	Dec. 31, 2010 Other [Member]	Dec. 31, 2009 Other [Member]	Dec. 31, 2011 Other Aviation Services [Member]	Dec. 31, 2010 Other Aviation Services [Member]	Dec. 31, 2009 Other Aviation Services [Member]	Dec. 31, 2011 SeaJon [Member]	Jan. 12, 2012 Acquisition [Member] Illinois Corn Processing LLC [Member]
Schedule Of Equity Method Investments [Line Items]
Cumulative undistributed net earnings of 50% or less owned companies accounted for by the equity method included in the Company's consolidated retained earnings											$ 18,700,000		$ 53,600,000
Acquired interest																		100.00%			20.00%							100.00%													32.50%											49.00%
Cash paid on acquisition																		11,900,000			4,800,000					4,800,000		1,000,000		10,000,000								15,000,000			25,000,000															2,600,000
Gain/(loss) due to adjustments to equity method investments																	2,300,000		8,400,000								300,000
Additional equity interest issued/additional investment acquired																				17,100,000																1,000,000																														9,100,000
Net repayment of outstanding advances																			14,900,000
Ownership interest held on each partner																	50.00%		49.00%			50.00%	50.00%	50.00%	50.00%		50.00%		20.00%	20.00%	50.00%			50.00%	50.00%				34.20%	34.20%		50.00%			50.00%	49.00%	39.10%				0.278%		50.00%				50.00%	50.00%	0.00%						50.00%
Third party ownership percentage																																																									50.00%	50.00%
Acquired economic interest																					50.00%
Loans/notes receivable																					6,000,000													5,100,000
Loans receivable stated interest rate																							6.00%								4.00%		5.00%
Notes receivable maturity date																																					November 2014
Aggregate obligation on lease equipment																									11,500,000
Cash payments on lease equipment																									9,500,000
Note issued on lease equipment																									2,000,000
Debt instrument, stated percentage																								7.00%	7.00%
Debt instrument number of payments																									60
Additional ownership acquired percentage																																							1.70%	1.70%										0.391%																20.00%
Purchase price allocated to intangible assets	6,602,000					2,841,000					6,602,000		2,841,000		40,000
Additional capital contributed																																										800,000	10,200,000		17,300,000															2,700,000	300,000
Temporary working capital advances provided																																										300,000	2,200,000
Outstanding temporary working capital advances																																										2,300,000
Number of barges sold																																										0	60	0
Proceeds from sale of barges																																											25,800,000
Term loan	55,768,000					16,554,000					55,768,000		16,554,000																		300,000						10,000,000
Revolving line of credit																																					20,000,000
Revolving line of credit maturity date																							June 2013								July 31, 2023						November 2012
Advances made under term loan																																				8,000,000	2,000,000
Received repayments of line of credit																																			1,700,000	2,400,000											4,600,000	900,000	1,100,000
Advances made under revolving line of credit																																			4,300,000	9,100,000
Outstanding borrowings under term loan	995,450,000					697,427,000					995,450,000		697,427,000																						6,600,000												9,700,000	4,800,000
Federal Funds Effective Rate	252,000,000										252,000,000																								13,700,000
Guaranteed percentage											50.00%																																														50.00%	50.00%
Guaranteed value																																																					9,800,000				500,000	12,800,000
Purchase price	90,588,000	[1]				5,643,000	[1]				90,588,000	[1]	5,643,000	[1]	4,085,000	[1]																																			2,600,000					17,300,000
Noncurrent assets	550,843,000					409,834,000					550,843,000		409,834,000
Contribution of Property											12,361,000				14,685,000																																						14,700,000
Sale of asset prior to the formation of the joint venture																																																					16,900,000
Contribution of an equity interest																																							2,000,000
Contribution of cash from joint venture																																																					400,000
Term loan obtained by joint venture																																																						22,000,000
Amount of term loan distributed to partners																																																						9,000,000
Advances made to distributor																																															9,500,000	2,000,000
Loan outstanding to distributor	995,450,000					697,427,000					995,450,000		697,427,000																						6,600,000												9,700,000	4,800,000
Management fees of subsidiary																																200,000	200,000													100,000							700,000	700,000	300,000				600,000	300,000	500,000	700,000	600,000	400,000
Allocable share of uncalled capital																																																											2,500,000
Sales to joint venture																																																											7,600,000
Guarantee of outstanding charter receivables																																																											900,000
Advanced to joint ventures																																																											1,200,000	3,200,000
Aggregate additional capital contributions																																																												200,000
Operating Revenues	561,808,000		571,424,000	536,446,000	472,264,000	580,384,000		979,833,000	694,576,000	394,575,000	2,141,942,000		2,649,368,000		1,711,338,000							14,000,000		300,000											238,200,000	117,300,000
Leases outstanding																						3,000,000	3,000,000
Related party transaction expense																															2,300,000	1,100,000	1,100,000																													100,000	300,000	100,000
Rental income																																													300,000
Aggregate additional consideration paid													$ 8,500,000																																					$ 1,000,000

[1] Purchase price is net of cash acquired (totaling $5.3 million, $1.7 million and $1.9 million in 2011, 2010 and 2009, respectively).

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Related Party Transactions (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Related Party Transaction [Line Items]
Related party transaction, amounts	$ 1.2	$ 1.1	$ 1.0
Management fees	0.1	0.1	0.1
Payables to related parties	0.4	0.5
Maximum [Member]
Related Party Transaction [Line Items]
Revenue earned from business with Diamond	$ 5.0	$ 5.0	$ 5.0

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Investments, At Equity, And Advances To 50% Or Less Owned Companies (Summarized Financial Information For The Company's Investments, At Equity) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Investments, At Equity, And Advances To 50% Or Less Owned Companies [Abstract]
Current assets	$ 373,360	$ 296,557
Noncurrent assets	550,843	409,834
Current liabilities	253,502	153,643
Noncurrent liabilities	236,994	255,842
Operating Revenues	791,425	360,923	259,720
Costs and Expenses: Operating and administrative	733,239	279,199	173,230
Costs and Expenses: Depreciation	35,990	28,291	22,122
Total costs and expenses	769,229	307,490	195,352
Operating Income	22,196	53,433	64,368
Net Income (Loss)	$ (1,932)	$ 37,146	$ 43,631

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Acquisitions And Dispositions (Schedule Of Business Disposition) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Operating Revenues	$ 561,808	$ 571,424	$ 536,446	$ 472,264	$ 580,384	$ 979,833	$ 694,576	$ 394,575	$ 2,141,942	$ 2,649,368	$ 1,711,338
Operating Income	41,791	28,438	31,050	22,055	39,643	228,571	126,516	13,641	123,334	408,371	231,827
SEACOR Environmental Services [Member]
Operating Revenues									131,346	681,082	104,478
Operating Income									13,012	139,771	3,906
Segment Profit									$ 13,030	$ 140,392	$ 4,210

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Supplemental Information For Statements Of Cash Flows (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Supplemental Information For Statements Of Cash Flows [Abstract]
Income taxes paid	$ 8,398	$ 151,501	$ 47,535
Income taxes refunded	2,499	25,901	7,534
Interest paid, excluding capitalized interest	39,559	43,445	52,155
Company financed purchase of noncontrolling interests			7,000
Company financed sale of vessels	11,889	7,088	7,603
Equipment received on extinguishment of note receivable		6,211
Contribution of assets to business ventures	12,361		14,685
Contribution of assets from noncontrolling interest	124
Settlement of Convertible Debentures, including purchase of conversion option - Common Stock			$ 217,174

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2011

Income Taxes [Abstract]

Schedule Of Income Before Income Tax Expense (Benefit) And Equity In Earnings Of 50% Or Less Owned Companies

	2011			2010		2009
United States	$	65,831		$	347,423	$	151,814
Foreign		(7,508	)		17,141		50,975
Eliminations and other		(4,929	)		8,915		12,225
	$	53,394		$	373,479	$	215,014

Components Of Income Tax Expense (Benefit)

	2011			2010			2009
Current:
State	$	2,505		$	12,115		$	3,278
Federal		14,977			126,992			5,723
Foreign		10,938			11,938			10,486
		28,420			151,045			19,487
Deferred:
State		(1,845	)		(1,386	)		1,901
Federal		(5,285	)		(9,035	)		61,152
Foreign		(105	)		50			(48	)
		(7,235	)		(10,371	)		63,005
	$	21,185		$	140,674		$	82,492

Components Of Effective Income Tax Rate Reconciliation

	2011			2010			2009
Statutory rate		35.0	%		35.0	%		35.0	%
Non-deductible expenses		1.8	%		0.6	%		1.5	%
State effective tax rate changes		(3.3	)%		(0.4	)%		1.0	%
State taxes		2.9	%		2.2	%		0.9	%
Other		3.3	%		0.3	%		0.0	%
		39.7	%		37.7	%		38.4	%

Components Of The Net Deferred Income Tax Liabilities

	2011			2010
Deferred tax liabilities:
Property and Equipment	$	514,764		$	510,415
Unremitted earnings of foreign subsidiaries		39,640			42,652
Investments in 50% or Less Owned Companies		14,675			9,186
Long-term Debt		15,627			15,627
Other		14,591			18,406
Total deferred tax liabilities		599,297			596,286
Deferred tax assets:
Foreign tax credit carryforwards		4,697			11,007
Share award plans		10,473			4,802
Other		27,848			25,698
Total deferred tax assets		43,018			41,507
Valuation allowance		(7,526	)		(7,659	)
Net deferred tax assets		35,492			33,848
Net deferred tax liabilities	$	563,805		$	562,438

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Fair Value Measurements (Financial Assets And Liabilities Measured At Fair Value On Recurring Basis) (Details) (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Dividend income (expense), net on marketable securities	$ (800,000)	$ (100,000)	$ 100,000
Interest income, net on marketable securities	2,800,000	3,100,000	700,000
Trailer Bridge [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest In Total Outstanding Notes	50.90%
Marketable Securities	65,000,000
Ownership of equity interest	91.00%
Option to receive in equity interest	9.00%
Amount of cash payment per share	0.15
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	33,387,000	101,807,000
Derivative instruments (included in other receivables)	1,095,000	14,006,000
Construction reserve funds and Title XI reserve funds	259,974,000	323,885,000
Short sales of marketable securities	22,612,000	36,076,000
Derivative instruments (included in other current liabilities)	2,874,000	11,555,000
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	33,511,000	45,602,000
Derivative instruments (included in other receivables)	3,027,000	8,158,000
Derivative instruments (included in other current liabilities)	10,175,000	9,455,000
Rate of senior secured notes	9.25%
Level 2 [Member] | Trailer Bridge [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	33,400,000
Marketable Security Positions Held By The Company As Of December 31, 2011 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable security gains (losses), net include losses	(21,100,000)	2,000,000	2,000,000
Marketable Security Positions Held By The Company As Of December 31, 2010 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable security gains (losses), net include losses		$ (1,100,000)	$ 900,000

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Related Party Transactions

12 Months Ended

Dec. 31, 2011

Related Party Transactions [Abstract]

Related Party Transactions

14. RELATED PARTY TRANSACTIONS

The Company manages barge pools as part of its Inland River Services segment. Pursuant to the pooling agreements, operating revenues and expenses of participating barges are combined and the net results are allocated on a pro-rata basis based on the number of barge days contributed by each participant. Mr. Charles Fabrikant, the Executive Chairman of SEACOR, companies controlled by Mr. Fabrikant, and trusts for the benefit of Mr. Fabrikant's two children, own barges that participate in the barge pools managed by the Company. Mr. Fabrikant and his affiliates were participants in the barge pools prior to the acquisition of SCF Marine Inc. by SEACOR in 2000. In the years ended December 31, 2011, 2010 and 2009, Mr. Fabrikant and his affiliates earned $1.2 million, $1.1 million and $1.0 million, respectively, of net barge pool results (after payment of $0.1 million, $0.1 million and $0.1 million, respectively, in management fees to the Company). As of December 31, 2011 and 2010, the Company owed Mr. Fabrikant and his affiliates $0.4 million and $0.5 million, respectively, for undistributed net barge pool results. Mr. Fabrikant and his affiliates participate in the barge pools on the same terms and conditions as other pool participants who are unrelated to the Company.

Mr. Fabrikant is also a director of Diamond Offshore Drilling, Inc. ("Diamond"), which is also a customer of the Company. The total amount earned from business conducted with Diamond did not exceed $5.0 million in any of the years ended December 31, 2011, 2010 or 2009.

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Valuation And Qualifying Accounts

12 Months Ended

Dec. 31, 2011

Valuation And Qualifying Accounts [Abstract]

Valuation And Qualifying Accounts

SEACOR HOLDINGS INC.

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2011, 2010 and 2009

(in thousands)

Description	Balance Beginning of Year		Charges (Credits) to Cost and Expenses			Deductions(1)			Balance End of Year
Year Ended December 31, 2011
Allowance for doubtful accounts (deducted from trade and notes receivable)	$	6,042	$	(186	)	$	(2,204	)	$	3,652
Year Ended December 31, 2010
Allowance for doubtful accounts (deducted from trade and notes receivable)	$	5,909	$	1,330		$	(1,197	)	$	6,042
Year Ended December 31, 2009
Allowance for doubtful accounts (deducted from trade and notes receivable)	$	6,618	$	1,717		$	(2,426	)	$	5,909

(1) Trade and notes receivable amounts deemed uncollectible that were removed from accounts receivable and allowance for doubtful accounts.

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Nature Of Operations And Accounting Policies (Schedule Of Earnings Per Share) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income	$ 17,040	$ 3,815	$ 9,031	$ 11,170	$ 27,103	$ 149,938	$ 64,082	$ 3,601	$ 41,056	$ 244,724	$ 143,810
Average o/s Shares, Basic									21,119,461	21,402,441	19,950,702
Average o/s Shares, Diluted									21,466,843	21,757,217	23,388,168
Per Share, Basic	$ 0.81	$ 0.18	$ 0.43	$ 0.53	$ 1.30	$ 7.21	$ 2.95	$ 0.16	$ 1.94	$ 11.43	$ 7.21
Per Share, Diluted	$ 0.80	$ 0.18	$ 0.42	$ 0.52	$ 1.27	$ 7.14	$ 2.93	$ 0.16	$ 1.91	$ 11.25	$ 6.57
Basic Earnings Per Common Share Of SEACOR Holdings Inc. [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income									41,056	244,724	143,810
Average o/s Shares, Basic									21,119,461	21,402,441	19,950,702
Per Share, Basic									$ 1.94	$ 11.43	$ 7.21
Diluted Earnings Per Common Share Of SEACOR Holdings Inc. [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income									41,056	244,724	153,680
Average o/s Shares, Diluted									21,466,843	21,757,217	23,388,168
Per Share, Diluted									$ 1.91	$ 11.25	$ 6.57
Options And Restricted Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Average o/s Shares, Restricted Stock									347,382	354,776	189,545
Convertible Securities [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income											$ 9,870
Convertible Securities											3,247,921

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Quarterly Financial Information (Tables)

12 Months Ended

Dec. 31, 2011

Quarterly Financial Information [Abstract]

Quarterly Financial Information

	Three Months Ended
	Dec. 31,		Sept. 30,		June 30,		March 31,
2011
Operating Revenues	$	561,808	$	571,424	$	536,446	$	472,264
Operating Income		41,791		28,438		31,050		22,055
Net Income		17,252		4,062		9,367		11,469
Net Income attributable to SEACOR Holdings Inc.		17,040		3,815		9,031		11,170
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	0.81	$	0.18	$	0.43	$	0.53
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	0.80	$	0.18	$	0.42	$	0.52
2010
Operating Revenues	$	580,384	$	979,833	$	694,576	$	394,575
Operating Income		39,643		228,571		126,516		13,641
Net Income		27,200		150,272		64,647		3,865
Net Income attributable to SEACOR Holdings Inc.		27,103		149,938		64,082		3,601
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	1.30	$	7.21	$	2.95	$	0.16
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	1.27	$	7.14	$	2.93	$	0.16
Special Cash Dividend Declared and Paid Per Common Share of SEACOR Holdings Inc.	$	15.00	$	—	$	—	$	—

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Consolidated Statements Of Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Consolidated Statements Of Comprehensive Income [Abstract]
Net income	$ 42,150	$ 245,984	$ 145,103
Other Comprehensive Income (Loss), Net of Tax:
Foreign currency translation adjustments	(1,089)	(1,447)	3,187
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	342	4	(124)
Derivative losses on cash flow hedges	(3,419)	(7,589)	(1,507)
Reclassification of derivative losses on cash flow hedges to interest expense or equity in earnings of 50% or less owned companies	2,519	3,390	1,193
Other	116	(171)
Other comprehensive income (loss) before tax	(1,531)	(5,813)	2,749
Income tax (expense) benefit, Accumulated Other Comprehensive Loss	494	2,034	(964)
Other comprehensive income (loss), Net-of-Tax Amount	(1,037)	(3,779)	1,785
Comprehensive Income	41,113	242,205	146,888
Comprehensive Income attributable to Noncontrolling Interests in Subsidiaries	976	1,260	1,293
Comprehensive Income attributable to SEACOR Holdings Inc.	$ 40,137	$ 240,945	$ 145,595

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Major Customers And Segment (Narrative) (Details) (USD $)	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Segment Reporting Information [Line Items]
Operating revenues	$ 561,808,000	$ 571,424,000	$ 536,446,000	$ 472,264,000	$ 580,384,000	$ 979,833,000	$ 694,576,000	$ 394,575,000	$ 2,141,942,000	$ 2,649,368,000	$ 1,711,338,000
Maximum percentage of total revenue per customer									10.00%
Leased Tankers [Member]
Segment Reporting Information [Line Items]
Number of marine vessels used for transportation services in fleet									2
Owned Tankers [Member]
Segment Reporting Information [Line Items]
Number of marine vessels used for transportation services in fleet									5
RORO [Member]
Segment Reporting Information [Line Items]
Number of marine vessels used for transportation services in fleet									8
U. S. Flagged Vessels [Member]
Segment Reporting Information [Line Items]
Number of marine vessels used for transportation services in fleet									7
Offshore Marine Services [Member]
Segment Reporting Information [Line Items]
Percentage of operating revenues									18.00%	19.00%	33.00%
Operating revenues									376,788,000	515,856,000	562,291,000
Aviation Services [Member]
Segment Reporting Information [Line Items]
Percentage of operating revenues									12.00%	9.00%	14.00%
Operating revenues									258,148,000	235,366,000	235,667,000
Inland River Services [Member]
Segment Reporting Information [Line Items]
Percentage of operating revenues									9.00%	6.00%	9.00%
Operating revenues									187,657,000	161,697,000	155,098,000
Marine Transportation Services [Member]
Segment Reporting Information [Line Items]
Percentage of operating revenues									4.00%	3.00%	5.00%
Operating revenues									93,136,000	76,163,000	92,866,000
Environmental Services [Member]
Segment Reporting Information [Line Items]
Percentage of operating revenues									10.00%	33.00%	8.00%
Operating revenues									211,636,000	874,393,000	145,767,000
Commodity Trading And Logistics [Member]
Segment Reporting Information [Line Items]
Percentage of operating revenues									44.00%	28.00%	28.00%
Operating revenues									955,688,000	741,896,000	472,575,000
Other [Member]
Segment Reporting Information [Line Items]
Operating revenues									69,928,000	72,835,000	64,354,000
Other [Member] | Ocean Liquid Tank Barges [Member]
Segment Reporting Information [Line Items]
Number of vessels operating									5
Other [Member] | Vessels [Member]
Segment Reporting Information [Line Items]
Number of vessels operating									28
Other [Member] | Conventional Tugs [Member]
Segment Reporting Information [Line Items]
Number of vessels operating									13
Other [Member] | Azimuth Stern Drive Tugs [Member]
Segment Reporting Information [Line Items]
Number of vessels operating									5
Other [Member] | Forward Azimuth Drive Tugs [Member]
Segment Reporting Information [Line Items]
Number of vessels operating									3
Other [Member] | Tractor Tugs [Member]
Segment Reporting Information [Line Items]
Number of vessels operating									2
Other [Member] | Ship Docking Modules [Member]
Segment Reporting Information [Line Items]
Number of vessels operating									5
BP [Member]
Segment Reporting Information [Line Items]
Percentage of operating revenues										33.00%
Operating revenues										871,400,000
Foreign Operation [Member]
Segment Reporting Information [Line Items]
Percentage of operating revenues									$ 30	$ 16	$ 30

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Derivative Instruments And Hedging Strategies

12 Months Ended

Dec. 31, 2011

Derivative Instruments And Hedging Strategies [Abstract]

Derivative Instruments And Hedging Strategies

3. DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES

Derivative instruments are classified as either assets or liabilities based on their individual fair values. Derivative assets and liabilities are included in other receivables and other current liabilities, respectively, in the accompanying consolidated balance sheets. The fair values of the Company's derivative instruments as of December 31 were as follows (in thousands):

	2011				2010
	Derivative Asset		Derivative Liability		Derivative Asset		Derivative Liability
Derivatives designated as hedging instruments:
Forward currency exchange contracts (fair value hedges)	$	—	$	—	$	1,368	$	697
Interest rate swap agreements (cash flow hedges)		—		4,899		—		5,060
		—		4,899		1,368		5,757
Derivatives not designated as hedging instruments:
Options on equities and equity indices		257		1,637		—		1,504
Forward currency exchange, option and future contracts		10		1,128		1,872		329
Interest rate swap agreements		—		3,167		—		2,578
Commodity swap, option and future contracts:
Exchange traded		838		2,089		3,466		9,726
Non-exchange traded		3,017		129		4,938		1,112
U.S. treasury notes, rate locks and bond future and option contracts		—		—		10,520		4
		4,122		8,150		20,796		15,253
	$	4,122	$	13,049	$	22,164	$	21,010

Fair Value Hedges. As of December 31, 2010, the Company had designated certain of its forward currency exchange contracts with notional values of €56.0 million as fair value hedges in respect of capital commitments denominated in Euros. During the year ended December 31, 2011, the Company designated €87.3 million and dedesignated €57.8 million notional value of its forward currency exchange contracts as fair value hedges, and €85.5 million notional value of these contracts matured. As of December 31, 2011, the Company had no forward currency exchange contracts designated as fair value hedges. By entering into these forward currency exchange contracts, the Company had fixed a portion of its euro capital commitments in U.S. dollars to protect against currency fluctuations for equipment that was scheduled to be delivered in 2011 through 2013.

The Company recognized gains (losses) on derivative instruments designated as fair value hedges for the years ended December 31 as follows (in thousands):

	Derivative gains (losses), net
	2011			2010			2009
Forward currency exchange contracts, effective and ineffective portions	$	5,770		$	(1,973	)	$	205
Increase (decrease) in the fair value of hedged items included in property and equipment corresponding to effective portion of derivative (gains) losses		(5,810	)		1,855			60
	$	(40	)	$	(118	)	$	265

Cash Flow Hedges. As of December 31, 2011 and 2010, the Company is a party to various interest rate swap agreements with maturities ranging from 2013 to 2014 which have been designated as cash flow hedges. These agreements call for the Company to pay fixed interest rates ranging from 2.25% to 2.85% on aggregate notional values of $125.0 million and receive a variable interest rate based on the London Interbank Offered Rate ("LIBOR") on these notional values. As of December 31, 2011, one of the Company's Offshore Marine Services 50% or less owned companies had entered into an interest rate swap agreement maturing in 2015 that has been designated as a cash flow hedge. This instrument calls for the joint venture to pay a fixed interest rate of 1.48% on the amortized notional value of $19.6 million and receive a variable interest rate based on LIBOR on the amortized notional value. In addition, as of December 31, 2011, one of the Company's Inland River Services 50% or less owned companies had four interest rate swap agreements with maturities ranging from 2013 to 2015 that have been designated as cash flow hedges. These instruments call for the joint venture to pay fixed rates of interest ranging from 1.53% to 4.16% on the aggregate amortized notional value of $53.7 million and receive a variable interest rate based on LIBOR on the aggregate amortized notional value. By entering into these interest rate swap agreements, the Company and its 50% or less owned companies have converted the variable LIBOR component of certain of their outstanding borrowings to a fixed interest rate.

The Company recognized gains (losses) on derivative instruments designated as cash flow hedges for the years December 31 as follows (in thousands):

	Other comprehensive income (loss)									Derivative gains (losses), net
	2011			2010			2009			2011			2010		2009
Interest rate swap agreements, effective portion	$	(3,419	)	$	(7,589	)	$	(1,507	)	$	—		$	—	$	—
Interest rate swap agreements, ineffective portion		—			—			—			(46	)		122		(392	)
Reclassification of derivative losses to interest expense or equity in earnings of 50% or less owned companies		2,519			3,390			1,193			—			—		—
	$	(900	)	$	(4,199	)	$	(314	)	$	(46	)	$	122	$	(392	)

Other Derivative Instruments. The Company recognized gains (losses) on derivative instruments not designated as hedging instruments for the years ended December 31 as follows (in thousands):

	Derivative gains (losses), net
	2011			2010			2009
Options on equities and equity indices	$	1,693		$	1,578		$	3,244
Forward currency exchange, option and future contracts		(620	)		3,981			4,055
Interest rate swap agreements		(2,390	)		(3,620	)		(571	)
Commodity swap, option and future contracts:
Exchange traded		(10,815	)		(9,581	)		(2,278	)
Non-exchange traded		4,384			5,344			6,123
U.S. treasury notes, rate locks and bond future and option contracts		(28,301	)		8,499			515
	$	(36,049	)	$	6,201		$	11,088

The Company holds positions in publicly traded equity options that convey the right or obligation to engage in a future transaction on the underlying equity security or index. The Company's investment in equity options primarily includes positions in energy, marine, transportation and other related businesses. These contracts are typically entered into to mitigate the risk of changes in market value of marketable security positions that the Company is either about to acquire, has acquired or is about to dispose of.

The Company enters and settles forward currency exchange, option and future contracts with respect to various foreign currencies. As of December 31, 2011, the outstanding forward currency exchange contracts translated into a net purchase of foreign currencies with an aggregate U.S. dollar equivalent of $56.4 million. These contracts enable the Company to buy currencies in the future at fixed exchange rates, which could offset possible consequences of changes in foreign exchange rates with respect to the Company's business conducted in Europe, Africa, Mexico, Central and South America, the Middle East and Asia. The Company generally does not enter into contracts with forward settlement dates beyond twelve to eighteen months.

The Company has entered into various interest rate swap agreements maturing in 2012 and 2013 that call for the Company to pay fixed interest rates ranging from 1.79% to 2.59% on aggregate notional values of $95.9 million and receive a variable interest rate based on LIBOR on these notional values. In addition, one of the Company's Offshore Marine Services 50% or less owned companies has entered into an interest rate swap agreement maturing in 2014. This instrument calls for the joint venture to pay a fixed interest rate of 3.05% on the amortized notional value of $25.6 million and receive a variable interest rate based on LIBOR on the amortized notional value. The general purpose of these interest rate swap agreements is to provide protection against increases in interest rates, which might lead to higher interest costs for the Company or its joint venture.

The Company enters and settles positions in various exchange and non-exchange traded commodity swap, option and future contracts. In the Company's commodity trading and logistics business, fixed price future purchase and sale contracts of ethanol and sugar are included in the Company's non-exchange traded derivative positions. The Company enters into exchange traded positions to protect these purchase and sales contracts as well as its inventory balances from market changes. As of December 31, 2011, the net market exposure to ethanol and sugar under these positions was not material. The Company also enters into exchange traded positions (primarily natural gas, crude oil, gasoline, ethanol and sugar) to provide value to the Company should there be a sustained decline in the price of commodities that could lead to a reduction in the market values and cash flows of the Company's Offshore Marine Services and Inland River Services business segments. As of December 31, 2011, these positions were not material.

The Company enters and settles various positions in U.S. treasury notes and bonds through rate locks, futures or options on futures tied to U.S. treasury notes. The general purpose of these transactions is to provide value to the Company should the price of U.S. treasury notes and bonds decline, leading to generally higher interest rates, which might lead to higher interest costs for the Company. As of December 31, 2011, there were none of these types of positions outstanding.

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Derivative Instruments And Hedging Strategies (Recognized Gains (Losses) On Derivative Instruments Not Designated As Hedging Instruments) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Derivative [Line Items]
Derivative gains (losses), net	$ (36,049)	$ 6,201	$ 11,088
Options On Equities And Equity Indices [Member]
Derivative [Line Items]
Derivative gains (losses), net	1,693	1,578	3,244
Forward Currency Exchange, Option And Future Contracts [Member]
Derivative [Line Items]
Derivative gains (losses), net	(620)	3,981	4,055
Interest Rate Swap Agreements [Member]
Derivative [Line Items]
Derivative gains (losses), net	(2,390)	(3,620)	(571)
Commodity Swap, Option And Future Contracts, Exchange Traded [Member]
Derivative [Line Items]
Derivative gains (losses), net	(10,815)	(9,581)	(2,278)
Commodity Swap, Option And Future Contracts, Non-Exchange Traded [Member]
Derivative [Line Items]
Derivative gains (losses), net	4,384	5,344	6,123
U.S. Treasury Notes, Rate Locks And Bond Future And Option Contracts [Member]
Derivative [Line Items]
Derivative gains (losses), net	$ (28,301)	$ 8,499	$ 515

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Share Based Compensation (Share Based Compensation Plans) (Details)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Share Based Compensation [Abstract]
Restricted stock awards granted	183,500	230,662	141,750
Restricted stock awards forfeited	(4,100)	(2,238)	(7,550)
Director stock awards granted	4,000	4,250	5,000
Restricted Stock Units, Outstanding as of December 31, 2010	531	1,070	1,445
Restricted Stock Unit, Granted	650	63	600
Restricted Stock Unit, Converted to shares and issued to Deferred Compensation Plan	(51)	(602)	(975)
Restricted Stock Unit, Outstanding as of September 30, 2011	1,130	531	1,070
Shares released from Deferred Compensation Plan	(63)	(2,206)	(1,207)
Stock Option, Outstanding as of December 31, 2010	1,130,356	1,220,601	1,129,685
Stock Option, Granted	290,960	244,450	223,850
Stock Option, Exercised	(146,169)	(324,270)	(93,394)
Stock Option, Forfeited	(1,920)	(6,100)	(23,070)
Stock Option, Expired	(1,035)	(4,325)	(16,470)
Stock Option, Outstanding as of September 30, 2011	1,272,192	1,130,356	1,220,601
Employee Stock Purchase Plan shares issued	47,376	39,231	49,077
Shares available for future grants and ESPP purchases as of September 30, 2011	538,287	1,057,781	1,624,172

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Income Taxes (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Tax Credit Carryforward [Line Items]
Cumulative undistributed net earnings of foreign subsidiaries included in retained earnings	$ 131,200,000
Income tax expense (benefit)	21,185,000	140,674,000	82,492,000
Foreign tax credit carryforwards	4,697,000	11,007,000
Foreign tax credit carryforwards exception	3,100,000
Adjustment to additional paid in capital, income tax effect from share-based compensation, net	1,800,000	4,900,000	200,000
Change In Tax Status [Member] | Deferred Tax Liability Adjustments [Member]
Tax Credit Carryforward [Line Items]
Income tax expense (benefit)	1,700,000	1,700,000	2,200,000
Maximum [Member]
Tax Credit Carryforward [Line Items]
Foreign tax credit carryforward expiration date	2015
State net operating loss carryforwards, valuation allowance	4,400,000
Minimum [Member]
Tax Credit Carryforward [Line Items]
Foreign tax credit carryforward expiration date	2012
State net operating loss carryforwards, valuation allowance	$ 200,000

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Nature Of Operations And Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2011

Nature Of Operations And Accounting Policies [Abstract]

Nature Of Operations

Nature of Operations. SEACOR Holdings Inc. ("SEACOR") and its subsidiaries (collectively referred to as the "Company") are in the business of owning, operating, investing in and marketing equipment, primarily in the offshore oil and gas, industrial aviation and marine transportation industries. The Company operates a diversified fleet of offshore support vessels and helicopters servicing oil and gas exploration, development and production facilities worldwide, a fleet of U.S.-flag product tankers that transport petroleum, chemicals and crude products primarily in the U.S. domestic or "coastwise" trade and a fleet of roll-on/roll-off vessels in the shipping trade between the United States, the Bahamas and the Caribbean. In addition, the Company operates a fleet of inland river barges and towboats transporting grain, liquids and other bulk commodities on the U.S. Inland River Waterways. The Company's environmental services segment primarily provides emergency preparedness and response services to oil, chemical, industrial and marine transportation clients, and government agencies in the United States and abroad. The Company's commodity trading and logistics segment is an integrated business involved in the purchase, storage, transportation, processing and sale of agricultural and energy commodities.

Basis Of Consolidation

Basis of Consolidation. The consolidated financial statements include the accounts of SEACOR and its majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.

Noncontrolling interests are included in the consolidated statement of financial position within equity separate from the Company's equity. The Company reports consolidated net income inclusive of both the Company's and the noncontrolling interests' shares and, separately, the amounts of consolidated net income attributable to the Company and noncontrolling interests. If a subsidiary is deconsolidated upon a change in control, any retained noncontrolling equity investment in the former subsidiary is measured at fair value and a gain or loss is recognized in net income based on such fair value. If a noncontrolled subsidiary is consolidated upon a change in control, any previous noncontrolling equity investment in the subsidiary is measured at fair value and a gain or loss is recognized in equity in earnings based on such fair value.

The Company employs the equity method of accounting for investments in business ventures when it has the ability to exercise significant influence over the operating and financial policies of the ventures. Significant influence is generally deemed to exist if the Company has between 20% and 50% of the voting rights of an investee. The Company reports its investments in and advances to equity investees in the accompanying consolidated balance sheets as investments, at equity, and advances to 50% or less owned companies. The Company reports its share of earnings or losses of equity investees in the accompanying consolidated statements of income as equity in earnings of 50% or less owned companies, net of tax.

The Company employs the cost method of accounting for investments in other business ventures over which the Company does not have the ability to exercise significant influence. These investments in private companies are carried at cost and are adjusted only for capital distributions and other-than-temporary declines in fair value.

Use Of Estimates

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include those related to deferred revenues, allowance for doubtful accounts, useful lives of property and equipment, impairments, income tax provisions and certain accrued liabilities. Actual results could differ from those estimates and those differences may be material.

Revenue Recognition

Revenue Recognition. The Company recognizes revenue when it is realized or realizable and earned. Revenue is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured. Revenue that does not meet this criteria is deferred until the criteria are met. Deferred revenues for the years ended December 31 were as follows (in thousands):

	2011			2010			2009
Balance at beginning of year	$	29,322		$	15,015		$	3,314
Revenues deferred during the year		8,665			20,259			24,803
Revenues recognized during the year		(26,731	)		(5,902	)		(13,102	)
Write-off of previously deferred revenues		(1,234	)		(50	)		—
Balance at end of year	$	10,022		$	29,322		$	15,015

As of December 31, 2011, deferred revenues included $9.7 million relating to the time charter of several offshore support vessels operating in the U.S. Gulf of Mexico that are scheduled to be paid through the conveyance of a limited net profit interest in developmental oil-and-gas producing properties owned by a customer. Payments from the conveyance of the limited net profit interest and the timing of such payments are contingent upon production and energy sale prices. Based on the current production payout estimate, the deferred revenues are expected to be paid during 2012. The Company will continue to recognize revenues as cash is received or earlier should future payments become determinable and collectability is reasonably assured. All costs and expenses related to these charters were recognized as incurred.

The Company's Offshore Marine Services segment earns and recognizes revenues primarily from the time charter and bareboat charter of vessels to customers based upon daily rates of hire. Under a time charter, Offshore Marine Services provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, Offshore Marine Services provides the vessel to the customer and the customer assumes responsibility for all operating expenses and risk of operation. Vessel charters may range from several days to several years. Revenues from time charters and bareboat charters are recorded and recognized as services are provided. In the U.S. Gulf of Mexico, time charter durations and rates are typically established in the context of master service agreements, which govern the terms and conditions of charter.

The Company's Aviation Services segment charters the majority of its helicopters through master service agreements, subscription agreements, day-to-day charter arrangements and contract-leases. Master service agreements and subscription agreements require incremental payments above a fixed monthly fee based on hours flown. These agreements have fixed terms ranging from one month to five years and generally may be cancelled upon 30-days notice. Day-to-day charter arrangements call for either a combination of a daily fixed fee plus a charge based on hours flown or an hourly rate. Services provided under contract-leases can include only the equipment, or can include the equipment, logistical and maintenance support, insurance and personnel, or a combination thereof. Fixed monthly fee revenues are recognized ratably over the contract term. Usage or hourly based revenues are recognized as hours are flown. Aviation Services' air medical services are provided under contracts with hospitals that typically include either a fixed monthly and hourly rate structure or a fee per completed flight. Fixed monthly revenues are recognized ratably over the month while per hour or per flight based revenues are recognized as hours are flown or flights are completed. Most contracts with hospitals are longer term, but offer either party the ability to terminate with less than six months notice. Aviation Services operates some air medical contracts pursuant to which it collects a fee per flight, either from a hospital or insurance company. With respect to flightseeing activities, Aviation Services allocates block space to cruise lines and sells seats directly to customers with revenues recognized as the services are performed. Aviation Services' fixed based operation sells fuel on an ad hoc basis and those sales are recognized at the time of fuel delivery. Training revenues are charged at a set rate per training course and include instructors, training materials and flight or flight simulator time, as applicable. Training revenues are recognized as services are provided.

The Company's Inland River Services segment earns revenues primarily from voyage affreightment contracts whereby customers are charged an established rate per ton to transport cargo from point to point. Revenues from voyage affreightment contracts are generally recognized over the progress of the voyage while the related costs are expensed as incurred. Certain of Inland River Services' barges are operated in barge pools with other barges owned by third parties from whom Inland River Services earns and recognizes a management fee as the services are rendered. Pursuant to the pooling agreements, operating revenues and expenses of participating barges are combined and the net results are allocated on a pro-rata basis based on the number of barge days contributed by each participant. In addition, revenues are earned from equipment chartered to third parties and from the storage and demurrage of cargos associated with affreightment activities. In both of these cases, revenues are recognized as services are rendered. Inland River Services' tank farm and handling facility earns revenues through rental and throughput charges. Rental revenues are recognized ratably over the rental period while throughput charges are recognized as product volume moves through the facility.

The Company's Marine Transportation Services segment earns revenue from the time charter, bareboat charter and voyage charter of vessels, contracts of affreightment and ship management agreements with vessel owners. Under a time charter, Marine Transportation Services provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, Marine Transportation Services provides the vessel to a customer and the customer assumes responsibility for all operating expenses and risk of operation. Revenues from time charters and bareboat charters are recognized as services are provided. Voyage contracts are contracts to carry cargos on a single voyage basis regardless of time to complete. Contracts of affreightment are contracts for cargos that are committed on a multi-voyage basis for various periods of time with minimum and maximum cargo tonnages specified over the period at a fixed or escalating rate per ton. Revenues for voyage contracts and contracts of affreightment are recognized over the progress of the voyage while the related costs are expensed as incurred. Ship management agreements typically provide for technical services over a specified period of time, typically a year or more. Revenues from ship management agreements are recognized ratably over the service period.

The Company's Environmental Services segment earns revenues primarily from emergency response, retainer, consulting and training, project management and remediation services. Emergency response revenues are recognized as services are provided and are dependent on the magnitude and number of individual responses. Retainer agreements with vessel owners generally range from one to three years while retainer agreements with facility owners can be as long as ten years. Such retainer fees are generally recognized ratably over the term of the contract. Consulting and training services fees are recognized as the services are provided based on the contract terms. Project management and remediation services are provided on a time and material basis with revenues recognized as the services are provided or on a fixed fee basis with revenues and expenses recognized upon completion of the contract.

The Company's Commodity Trading and Logistics segment earns revenues from the sale of rice, sugar and renewable fuels (primarily ethanol), the rental of tank storage, and through voyage affreightment contracts on leased-in liquid tank barges and towboats. Revenues from rice, sugar and renewable fuel sales are recorded when title transfers to the buyer, typically when cash is received. Revenues from the rental of tank storage are recognized ratably over the lease periods. Revenues from voyage affreightment contracts are generally recognized over the progress of the voyage while the related costs are expensed as incurred.

Cash Equivalents

Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of U.S treasury securities, money market instruments, time deposits and overnight investments.

Restricted Cash

Restricted Cash. Restricted cash, consisting primarily of U.S. treasury securities, primarily relates to income generated from the operations of certain of Marine Transportation Services' U.S.-flag double-hull product tankers (see Note 9).

Marketable Securities

Marketable Securities. Marketable equity securities with readily determinable fair values and debt securities are reported in the accompanying consolidated balance sheets as marketable securities. These investments are stated at fair value with both realized and unrealized gains and losses reported in the accompanying consolidated statements of income as marketable security gains (losses), net. Short sales of marketable securities are stated at fair value in the accompanying consolidated balance sheets with both realized and unrealized gains and losses reported in the accompanying consolidated statements of income as marketable security gains (losses), net.

Trade Receivables

Trade Receivables. Customers of Offshore Marine Services, Aviation Services and Marine Transportation Services are primarily major and independent oil and gas exploration and production companies. Customers of Inland River Services are primarily major agricultural and industrial companies based within the United States. Oil spill, emergency response and remediation services are provided by Environmental Services to domestic and international shippers, major oil companies, independent exploration and production companies, pipeline and transportation companies, power generating operators, industrial companies, airports and state and local government agencies. Customers of Commodity Trading and Logistics include major agricultural and industrial companies, major and independent oil and gas production companies, foreign governments and local distributors. All customers are granted credit on a short-term basis and related credit risks are considered minimal. The Company routinely reviews its trade receivables and makes provisions for probable doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted.

Derivative Instruments

Derivative Instruments. The Company accounts for derivatives through the use of a fair value concept whereby all of the Company's derivative positions are stated at fair value in the accompanying consolidated balance sheets. Realized and unrealized gains and losses on derivatives not designated as hedges are reported in the accompanying consolidated statements of income as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as fair value hedges are recognized as corresponding increases or decreases in the fair value of the underlying hedged item to the extent they are effective, with any ineffective portion reported in the accompanying consolidated statements of income as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as cash flow hedges are reported as a component of other comprehensive income in the accompanying consolidated statement of comprehensive income to the extent they are effective and reclassified into earnings on the same line item associated with the hedged transaction and in the same period the hedged transaction affects earnings. Any ineffective portions of cash flow hedges are reported in the accompanying consolidated statements of income as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as cash flow hedges that are entered into by the Company's equity method investees are also reported as a component of the Company's other comprehensive income (loss) in proportion to the Company's ownership percentage in the investee, with reclassifications and ineffective portions being included in equity in earnings of 50% or less owned companies, net of tax, in the accompanying consolidated statements of income.

Concentrations Of Credit Risk

Concentrations of Credit Risk. The Company is exposed to concentrations of credit risk associated with its cash and cash equivalents, restricted cash, marketable securities and derivative instruments. The Company minimizes its credit risk relating to these positions by monitoring the financial condition of the financial institutions and counterparties involved and by primarily conducting business with large, well-established financial institutions and diversifying its counterparties. The Company does not currently anticipate nonperformance by any of its significant counterparties. The Company is also exposed to concentrations of credit risk relating to its receivables due from customers in the industries described above. The Company does not generally require collateral or other security to support its outstanding receivables. The Company minimizes its credit risk relating to receivables by performing ongoing credit evaluations and, to date, credit losses have not been material.

Inventories

Inventories. Inventories are stated at the lower of cost (using the first-in, first-out and average cost methods) or market. Inventories consist primarily of fuel and fuel oil in the Company's Offshore Marine Services, Marine Transportation Services and Inland River Services segments, spare parts and fuel in the Company's Aviation Services segment, and ethanol in the Company's Commodity Trading and Logistics segment. The Company records write-downs, as needed, to adjust the carrying amount of inventories to the lower of cost or market. During the years ended December 31, 2011, 2010, and 2009, the Company recorded market write-downs of $5.3 million, $5.8 million and $0.4 million related to Commodity Trading and Logistics' ethanol and rice inventories.

Property And Equipment

Property and Equipment. Equipment, stated at cost, is depreciated using the straight line method over the estimated useful life of the asset to an estimated salvage value. With respect to each class of asset, the estimated useful life is typically based upon a newly built asset being placed into service and represents the point at which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older assets that have already exceeded the Company's useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life, typically the next survey or certification date.

As of December 31, 2011, the estimated useful life (in years) of each of the Company's major classes of new equipment was as follows:

Offshore support vessels	20
Helicopters(1)	15
Inland river dry cargo and deck barges	20
Inland river liquid tank barges	25
Inland river towboats	25
U.S.-flag tankers	25
Roll-On/Roll-Off ("RORO") vessels	20
Harbor and offshore tugs	25
Ocean liquid tank barges	25

(1) Effective July 1, 2011, the Company changed its estimated useful life and salvage value for helicopters from 12 to 15 years and 30% to 40%, respectively, due to improvements in new aircraft models that continue to increase their long-term value and make them viable for operation over a longer period of time. For the six months ended December 31, 2011, the change in estimate increased operating income by $7.6 million, net income by $4.9 million and basic and diluted earnings per share by $0.23.

The Company's major classes of property and equipment as of December 31 were as follows (in thousands):

	Historical Cost(1)		Accumulated Depreciation			Net Book Value
2011
Offshore support vessels	$	921,150	$	(355,913	)	$	565,237
Helicopters		693,197		(153,984	)		539,213
Inland river barges and towboats		385,715		(94,064	)		291,651
U.S.-flag tankers		317,894		(135,407	)		182,487
RORO vessels		17,474		(1,208	)		16,266
Harbor and Offshore tugs and ocean liquid tank barges		171,597		(37,871	)		133,726
Other(2)		357,975		(140,776	)		217,199
Construction in progress		240,293		—			240,293
	$	3,105,295	$	(919,223	)	$	2,186,072
2010
Offshore support vessels	$	894,677	$	(337,696	)	$	556,981
Helicopters		645,807		(131,926	)		513,881
Inland river barges and towboats		355,912		(77,021	)		278,891
U.S.-flag tankers		347,011		(140,844	)		206,167
RORO vessels		—		—			—
Harbor and Offshore tugs and ocean liquid tank barges		174,761		(32,668	)		142,093
Other(2)		265,903		(114,877	)		151,026
Construction in progress		119,683		—			119,683
	$	2,803,754	$	(835,032	)	$	1,968,722

(1) Includes property and equipment acquired in business acquisitions and recorded at fair value as of the date of the acquisition.

(2) Includes oil spill equipment, land and buildings, aviation spares, leasehold improvements, fixed-wing aircraft, vehicles and other property and equipment.

Depreciation expense totaled $150.9 million, $158.3 million and $155.1 million in 2011, 2010 and 2009, respectively.

Equipment maintenance and repair costs and the costs of routine overhauls, drydockings and inspections performed on vessels and equipment are charged to operating expense as incurred. Expenditures that extend the useful life or improve the marketing and commercial characteristics of equipment as well as major renewals and improvements to other properties are capitalized.

Aviation Services engages a number of third-party vendors to maintain the engines and certain components on some of its helicopter models under programs known as "power-by-hour" maintenance contracts. These programs require the Company to pay for maintenance service ratably over the contract period, typically based on actual flight hours. Power-by-hour providers generally bill monthly based on hours flown in the prior month, the costs being expensed as incurred. In the event the Company places a helicopter in a program after a maintenance period has begun, it may be necessary to pay an initial buy-in charge based on hours flown since the previous maintenance event. The buy-in charge is normally recorded as a pre-paid expense and amortized as an operating expense over the remaining power-by-hour contract period. If a helicopter is sold or otherwise removed from a program before the scheduled maintenance work is carried out, the Company may be able to recover part of its payments to the power-by-hour provider, in which case the Company records a reduction to operating expenses when it receives the refund.

Certain interest costs incurred during the construction of equipment are capitalized as part of the assets' carrying values and are amortized over such assets' estimated useful lives. Capitalized interest totaled $5.8 million, $3.6 million and $2.3 million in 2011, 2010 and 2009, respectively.

Intangible Assets

Intangible Assets. The Company's intangible assets primarily arose from business acquisitions (see Note 4) and consist of non-compete agreements, trademarks and tradenames, customer relationships, software and technology, and acquired contractual rights. These intangible assets are amortized over their estimated useful lives ranging from two to ten years. During the years ended December 31, 2011, 2010 and 2009, the Company recognized amortization expense of $5.9 million, $5.2 million and $5.0 million, respectively.

The Company's intangible assets by type were as follows (in thousands):

	Non-Compete Agreements			Trademark/ Tradenames			Customer Relationships			Software/ Technology			Acquired Contractual Rights		Total
	Gross Carrying Value
Year Ended December 31, 2009	$	1,002		$	5,805		$	34,107		$	600		$	4,772	$	46,286
Acquired intangible assets		617			70			500			590			1,064		2,841
Foreign currency translation		—			(1	)		(6	)		—			—		(7	)
Year Ended December 31, 2010		1,619			5,874			34,601			1,190			5,836		49,120
Acquired intangible assets		—			—			2,793			—			3,809		6,602
Foreign currency translation		—			—			2			—			—		2
Fully amortized intangible assets		(85	)		—			(50	)		(600	)		—		(735	)
Year ended December 31, 2011	$	1,534		$	5,874		$	37,346		$	590		$	9,645	$	54,989

	Accumulated Amortization
Year Ended December 31, 2009	$	(434	)	$	(2,281	)	$	(16,280	)	$	(390	)	$	(3,347	)	$	(22,732	)
Amortization expense		(313	)		(578	)		(3,559	)		(248	)		(521	)		(5,219	)
Year Ended December 31, 2010		(747	)		(2,859	)		(19,839	)		(638	)		(3,868	)		(27,951	)
Amortization expense		(570	)		(631	)		(3,446	)		(208	)		(1,092	)		(5,947	)
Fully amortized intangible assets		85			—			50			600			—			735
Year ended December 31, 2011	$	(1,232	)	$	(3,490	)	$	(23,235	)	$	(246	)	$	(4,960	)	$	(33,163	)
Weighted average remaining contractual life, in years		1.33			3.86			4.88			2.92			6.02			4.94

Future amortization expense of intangible assets for each of the years ended December 31 is as follows (in thousands):

2012	$	5,502
2013		4,910
2014		4,332
2015		3,028
2016		1,785
Years subsequent to 2016		2,269
	$	21,826

Impairment Of Long-Lived Assets

Impairment of Long-Lived Assets.

The Company performs an impairment analysis of long-lived assets used in operations, including intangible assets, when indicators of impairment are present. If the carrying values of the assets are not recoverable, as determined by the estimated undiscounted cash flows, the carrying values of the assets are reduced to fair value. Generally, fair value is determined using valuation techniques, such as expected discounted cash flows or appraisals, as appropriate. During the years ended 2011, 2010 and 2009, the Company recognized impairment charges of $0.1 million, $19.0 million and $2.3 million, respectively, related to long-lived assets held for use.

During the year ended December 31, 2010, the Seabulk America, a Marine Transportation Services' U.S.-flag product tanker, had been scheduled to undergo a regulatory drydocking, a requirement for continued operation. Given the prevailing market conditions, the Company deferred the drydocking, laid-up the vessel and recognized an impairment charge of $18.7 million reducing the vessel's carrying value to its fair value of $5.0 million. During the year ended December 31, 2011, the Company sold the Seabulk America and recognized a gain on the sale of $1.1 million. The Seabulk America had no operating revenues for the year ended December 31, 2011 and contributed operating revenues of $5.2 million and $12.4 million for the years ended December 31, 2010 and 2009, respectively.

Goodwill

Goodwill. Goodwill is recorded when the purchase price paid for an acquisition exceeds the fair value of net identified tangible and intangible assets acquired. The Company performs an annual impairment test of goodwill and further periodic tests to the extent indicators of impairment develop between annual impairment tests. The Company's impairment review process compares the fair value of the reporting unit to its carrying value, including the goodwill related to the reporting unit. To determine the fair value of the reporting unit, the Company uses a discounted future cash flow approach that uses estimates for revenues, costs and appropriate discount rates, among other things. These estimates are reviewed each time the Company tests goodwill for impairment and are typically developed as part of the Company's routine business planning and forecasting process. While the Company believes its estimates and assumptions are reasonable, variations from those estimates could produce materially different results. The Company did not recognize any goodwill impairments in 2011, 2010 or 2009.

Business Combinations

Business Combinations. The Company recognizes, with certain exceptions, 100 percent of the fair value of assets acquired, liabilities assumed, and non-controlling interests when the acquisition constitutes a change in control of the acquired entity. Shares issued in consideration for a business combination, contingent consideration arrangements and pre-acquisition loss and gain contingencies are all measured and recorded at their acquisition-date fair value. Subsequent changes to fair value of contingent consideration arrangements are generally reflected in earnings. Any in-process research and development assets acquired are capitalized as are certain acquisition-related restructuring costs if the criteria related to exit or disposal cost obligations are met as of the acquisition date. Acquisition-related transaction costs are expensed as incurred and any changes in an acquirer's existing income tax valuation allowances and tax uncertainty accruals are recorded as an adjustment to income tax expense. The operating results of entities acquired are included in the accompanying consolidated statements of income from the date of acquisition (see Note 4).

Deferred Financing Costs

Deferred Financing Costs. Deferred financing costs incurred in connection with the issuance of debt are amortized over the life of the related debt using the effective interest rate method for term loans and straight line method for revolving credit facilities. Amortization expense for deferred financing costs totaled $0.5 million, $0.5 million and $1.0 million in 2011, 2010 and 2009, respectively, and is included in interest expense in the accompanying consolidated statements of income.

Self-Insurance Liabilities

Self-insurance Liabilities. The Company maintains hull, liability and war risk, general liability, workers compensation and other insurance customary in the industries in which it operates. Most of the insurance is obtained through SEACOR sponsored programs, with premiums charged to participating businesses based on insured asset values. Both the marine hull and liability policies have significant annual aggregate deductibles. Marine hull annual aggregate deductibles are accrued as claims are incurred by participating businesses and proportionately shared among the participating businesses. Marine liability annual aggregate deductibles are accrued based on historical loss experience and actual claims incurred. The Company also maintains self-insured health benefit plans for its participating employees. Exposure to the health benefit plans are limited by maintaining stop-loss and aggregate liability coverage. To the extent that estimated self-insurance losses, including the accrual of annual aggregate deductibles, differ from actual losses realized, the Company's insurance reserves could differ significantly and may result in either higher or lower insurance expense in future periods.

Income Taxes

Income Taxes. Deferred income tax assets and liabilities have been provided in recognition of the income tax effect attributable to the book and tax basis differences of assets and liabilities reported in the accompanying consolidated financial statements. Deferred tax assets or liabilities are provided using the enacted tax rates expected to apply to taxable income in the periods in which they are expected to be settled or realized. Interest and penalties relating to uncertain tax positions are recognized in interest expense and administrative and general, respectively, in the accompanying consolidated statements of income. The Company records a valuation allowance to reduce its deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred Gains

Deferred Gains – Equipment Sale-Leaseback Transactions and Financed Equipment Sales. From time to time, the Company enters into equipment sale-leaseback transactions with finance companies or provides seller financing on sales of its equipment to third parties or to noncontrolled 50% or less owned companies. A portion of the gains realized from these transactions is not immediately recognized in income and has been recorded in the accompanying consolidated balance sheets in deferred gains and other liabilities. In sale-leaseback transactions (see Note 4), gains are deferred to the extent of the present value of future minimum lease payments and are amortized as reductions to rental expense over the applicable lease terms. In financed equipment sales (see Note 4), gains are deferred to the extent that the repayment of purchase notes is dependent on the future operations of the sold equipment and are amortized based on cash received from the buyers. Deferred gain activity related to these transactions for the years ended December 31 was as follows (in thousands):

	2011			2010			2009
Balance at beginning of year	$	113,871		$	58,008		$	61,613
Deferred gains arising from equipment sales		14,319			76,914			17,471
Amortization of deferred gains included in operating expenses as reduction to rental expense		(22,191	)		(17,819	)		(16,960	)
Amortization of deferred gains included in gains on asset dispositions and impairments, net		(2,947	)		(3,232	)		(3,487	)
Reductions of deferred gains on repurchased equipment and other		(10	)		—			(629	)
Balance at end of year	$	103,042		$	113,871		$	58,008

Deferred Gains – Equipment Sales to the Company's 50% or Less Owned Companies. A portion of the gains realized from non-financed sales of the Company's vessels, helicopters and barges to its 50% or less owned companies is not immediately recognized in income and has been recorded in the accompanying consolidated balance sheets in deferred gains and other liabilities. Effective January 1, 2009, the Company adopted new accounting rules established by the FASB relating to the sale of its equipment to its noncontrolled 50% or less owned companies. For transactions occurring subsequent to the adoption of the new accounting rules, gains are deferred only to the extent of the Company's uncalled capital commitments and amortized as those commitments lapse or funded amounts are returned by the noncontrolled 50% or less owned companies. For transactions occurring prior to the adoption of the new accounting rules, gains were deferred and are being amortized based on the Company's ownership interest, the Company's uncalled capital commitments, cash received and the applicable equipments' depreciable lives. Deferred gain activity related to these transactions for the years ended December 31 was as follows (in thousands):

	2011			2010			2009
Balance at beginning of year	$	17,965		$	35,223		$	37,591
Deferred gains arising from equipment sales		—			1,000			—
Amortization of deferred gains included in gains on asset dispositions and impairments, net		(1,437	)		(6,063	)		(2,368	)
Deferred gains recognized on the Seaspraie Acquisition (see Note 4) and included in gains on asset dispositions and impairments, net		—			(12,195	)		—
Balance at end of year	$	16,528		$	17,965		$	35,223

Stock Based Compensation

 Stock Based Compensation. Stock based compensation is amortized to compensation expense on a straight line basis over the requisite service period of the grants using the Black-Scholes valuation model. The Company will reconsider its use of this model if additional information becomes available in the future that indicates another model would be more appropriate, or if grants issued in future periods have characteristics that cannot be reasonably estimated using this model. The Company does not estimate forfeitures in its expense calculations as forfeiture history has been minor. The Company presents the excess tax benefits from the exercise of stock options as a financing cash flow in the accompanying consolidated statements of cash flows.

Foreign Currency Translation And Transactions

Foreign Currency Translation. The assets, liabilities and results of operations of certain SEACOR subsidiaries are measured using their functional currency which is the currency of the primary foreign economic environment in which they operate. Upon consolidating these subsidiaries with SEACOR, their assets and liabilities are translated to U.S. dollars at currency exchange rates as of the balance sheet dates and their revenues and expenses are translated at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating these subsidiaries' financial statements are reported in other comprehensive income (loss) in the accompanying consolidated statements of comprehensive income.

Foreign Currency Transactions. Certain SEACOR subsidiaries enter into transactions denominated in currencies other than their functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in foreign currency gains (losses), net in the accompanying consolidated statements of income in the period in which the currency exchange rates change.

Earnings Per Share

Earnings Per Share. Basic earnings per common share of SEACOR are computed based on the weighted average number of common shares issued and outstanding during the relevant periods. Diluted earnings per common share of SEACOR are computed based on the weighted average number of common shares issued and outstanding plus the effect of potentially dilutive securities through the application of the treasury stock and if-converted methods. Dilutive securities for this purpose assumes restricted stock grants have vested, common shares have been issued pursuant to the exercise of outstanding stock options and common shares have been issued pursuant to the conversion of all outstanding convertible notes. For the years ended December 31, 2011, 2010 and 2009, diluted earnings per common share of SEACOR excluded 338,920, 281,265 and 810,260, respectively, of certain share awards as the effect of their inclusion in the computation would have been antidilutive.

Computations of basic and diluted earnings per common share of SEACOR for the years ended December 31 were as follows (in thousands, except share data).

	Net Income		Average o/s Shares		Per Share
2011
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	41,056		21,119,461	$	1.94
Effect of Dilutive Securities, net of tax:
Options and Restricted Stock		—		347,382
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	41,056		21,466,843	$	1.91
2010
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	244,724		21,402,441	$	11.43
Effect of Dilutive Securities:
Options and Restricted Stock		—		354,776
Diluted Earnings Per Common Share of SEACOR Holdings Inc	$	244,724		21,757,217	$	11.25
2009
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	143,810		19,950,702	$	7.21
Effect of Dilutive Securities:
Options and Restricted Stock		—		189,545
Convertible Securities		9,870		3,247,921
Diluted Earnings Per Common Share of SEACOR Holdings Inc	$	153,680		23,388,168	$	6.57

XML

Long-Term Debt (Narrative) (Senior Notes And Convertible Debentures) (Details) (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Debt Instrument [Line Items]
Debt extinguishment gains (losses), net	$ (99,000)	$ (1,460,000)	$ (5,587,000)
Common stock, par value	$ 0.01	$ 0.01
Purchase of conversion option in convertible debt			(2,030,000)
Net assets	415,000,000
Net property and equipment	2,186,072,000	1,968,722,000	2,078,748,000
Outstanding borrowings under the revolving credit facility	252,000,000
7.375% Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument, stated percentage	7.375%
Aggregate principal amount	250,000,000
Proceeds from Issuance of senior long-term debt	245,900,000
Aggregate purchase price of senior notes		17,300,000
Debt extinguishment gains (losses), net	100,000	1,100,000
Debt instrument, maturity date	Oct. 01, 2019
2.875% Convertible Debentures [Member]
Debt Instrument [Line Items]
Debt instrument, stated percentage	2.875%
Aggregate principal amount	250,000,000
Debt extinguishment gains (losses), net	9,400,000
Debt instrument, maturity date	Dec. 15, 2024
Common stock, par value	$ 0.01
Convertible debentures, total	253,800,000
Convertible debentures, shares	2,918,977
Convertible debentures	217,200,000
Convertible debentures, cash	36,600,000
5.875% Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument, stated percentage	5.875%
Aggregate principal amount	200,000,000
Aggregate purchase price of senior notes	2,300,000	2,500,000
Debt extinguishment gains (losses), net		100,000
5.875% Senior Notes [Member] | Subsequent Period [Member]
Debt Instrument [Line Items]
Debt extinguishment gains (losses), net	200,000
SEACOR Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Revolving Credit Facility	175,000,000	125,000,000
Debt instrument, maturity date	Nov. 01, 2013
Letters of credit outstanding amount	1,500,000
Outstanding borrowings under the revolving credit facility	175,000,000
Settlement Of Long Term Debt [Member] | 2.875% Convertible Debentures [Member]
Debt Instrument [Line Items]
Convertible debentures, total	240,300,000
Convertible debentures	205,700,000
Convertible debentures, cash	34,600,000
Purchase Of Conversion Options [Member] | 2.875% Convertible Debentures [Member]
Debt Instrument [Line Items]
Convertible debentures, total	13,500,000
Convertible debentures	11,500,000
Convertible debentures, cash	$ 2,000,000

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Commitments And Contingencies (Tables)

12 Months Ended

Dec. 31, 2011

Commitments And Contingencies [Abstract]

Future Minimum Payments Under Operating Leases

	Total  Minimum Payments			Non-cancellable Subleases(1)				Net Minimum Payments
2012		$	44,564		$	(17,392	)		$	27,172
2013			41,806			(17,345	)			24,461
2014			36,582			(17,345	)			19,237
2015			32,533			(17,345	)			15,188
2016			26,152			(17,392	)			8,760
Years subsequent to 2016			127,456			(110,817	)			16,639

(1) The total minimum offsetting payments to be received under existing long-term bareboat charter-out arrangements (see Note 4).

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Share Based Compensation

12 Months Ended

Dec. 31, 2011

Share Based Compensation [Abstract]

Share Based Compensation

13. SHARE BASED COMPENSATION

Share Incentive Plans. SEACOR's stockholders approved the 2007 Share Incentive Plan to provide for the grant of options to purchase shares of Common Stock, stock appreciation rights, restricted stock, stock awards, performance awards and restricted stock units to non-employee directors, key officers and employees of the Company. The 2007 Share Incentive Plan superseded the 1992 Non-Qualified Stock Option Plan, the 1996 Share Incentive Plan, the 2003 Non-Employee Director Share Incentive Plan and the 2003 Share Incentive Plan (collectively, the "Share Incentive Plans"). The Compensation Committee of the Board of Directors administers the Share Incentive Plans. A total of 4,650,000 shares of Common Stock have been authorized for grant under the Share Incentive Plans. All shares issued pursuant to such grants are newly issued shares of Common Stock. The exercise price per share of options granted cannot be less than 100% of the fair market value of Common Stock at the date of grant under the Share Incentive Plans. Grants to date have been limited to stock awards, restricted stock, restricted stock units and options to purchase shares of Common Stock.

Restricted stock and restricted stock units typically vest from one to five years after grant and options to purchase shares of Common Stock typically vest and become exercisable from one to five years after date of grant. Options to purchase shares of Common Stock granted under the Share Incentive Plans expire no later than the tenth anniversary of the date of grant. In the event of a participant's death, retirement, termination by the Company without cause or a change in control of the Company, as defined in the Share Incentive Plans, restricted stock and restricted stock units vest immediately and options to purchase shares of Common Stock vest and become immediately exercisable.

Employee Stock Purchase Plans. SEACOR's stockholders approved the 2009 Employee Stock Purchase Plan and the 2000 Employee Stock Purchase Plan (collectively, the "Employee Stock Purchase Plans") to permit the Company to offer Common Stock for purchase by eligible employees at a price equal to 85% of the lesser of (i) the fair market value of Common Stock on the first day of the offering period or (ii) the fair market value of Common Stock on the last day of the offering period. Common Stock is made available for purchase under the Employee Stock Purchase Plans for six-month offering periods. The Employee Stock Purchase Plans are intended to comply with Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), but is not intended to be subject to Section 401(a) of the Code or the Employee Retirement Income Security Act of 1974. The Board of Directors of SEACOR may amend or terminate the Employee Stock Purchase Plans at any time; however, no increase in the number of shares of Common Stock reserved for issuance under the Employee Stock Purchase Plans may be made without stockholder approval. A total of 600,000 shares of Common Stock have been approved for purchase under the Employee Stock Purchase Plans with all shares issued from those held in treasury. Each of the Employee Stock Purchase Plans has a term of ten years.

Share Award Transactions. The following transactions have occurred in connection with the Company's share based compensation plans during the years ended December 31:

	2011			2010			2009
Restricted stock awards granted		183,500			230,662			141,750
Restricted stock awards forfeited		(4,100	)		(2,238	)		(7,550	)
Director stock awards granted		4,000			4,250			5,000
Restricted Stock Unit Activities:
Outstanding as of the beginning of year		531			1,070			1,445
Granted		650			63			600
Converted to shares		(51	)		(602	)		(975	)
Outstanding as of the end of year		1,130			531			1,070
Shares released from Deferred Compensation Plan		(63	)		(2,206	)		(1,207	)
Stock Option Activities:
Outstanding as of the beginning of year		1,130,356			1,220,601			1,129,685
Granted		290,960			244,450			223,850
Exercised		(146,169	)		(324,270	)		(93,394	)
Forfeited		(1,920	)		(6,100	)		(23,070	)
Expired		(1,035	)		(4,325	)		(16,470	)
Outstanding as of the end of year		1,272,192			1,130,356			1,220,601
Employee Stock Purchase Plan shares issued		47,376			39,231			49,077
Shares available for issuance under Share Incentive and Employee Stock Purchase Plans as of the end of year		538,287			1,057,781			1,624,172

During the years ended December 31, 2011, 2010 and 2009, the Company recognized $21.9 million, $19.6 million and $13.4 million, respectively, of compensation expense related to stock awards, stock options, employee stock purchase plan purchases, restricted stock and restricted stock units (collectively referred to as "share awards"). As of December 31, 2011, the Company had approximately $42.2 million in total unrecognized compensation costs of which $14.7 million and $11.4 million are expected to be recognized in 2012 and 2013, respectively, with the remaining balance recognized through 2016.

The weighted average values of grants under the Company's Share Incentive Plans were $56.57, $53.05 and $36.57 for the years ended December 31, 2011, 2010 and 2009, respectively. The fair value of each option granted during the years ended December 31, 2011, 2010 and 2009 is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: (a) no dividend yield, (b) weighted average expected volatility of 30.7%, 29.3% and 31.5%, respectively, (c) weighted average discount rates of 1.65%, 1.86% and 2.04%, respectively, and (d) expected lives of 5.73 years, 5.90 years and 5.66 years, respectively.

During the year ended December 31, 2011, the number of shares and the weighted average grant price of restricted stock and restricted stock unit transactions were as follows:

	Restricted Stock					Restricted Stock Units
	Number of Shares			Weighted Average Grant  Price		Number of Shares			Weighted Average Grant Price
Nonvested as of December 31, 2010		332,481		$	78.09		531		$	68.62
Granted		183,500		$	98.26		650		$	98.37
Vested		(18,975	)	$	82.16		(51	)	$	79.53
Forfeited		(4,100	)	$	76.89		—		$	—
Nonvested as of December 31, 2011		492,906		$	85.45		1,130		$	85.08

During the years ended December 31, 2011, 2010 and 2009, the total grant date fair value of restricted stock and restricted stock units that vested was $1.6 million, $18.9 million and $8.0 million, respectively. During the year ended December 31, 2010, the Company accelerated the vesting date for all restricted stock and restricted stock units that were scheduled to vest in 2011 into 2010 resulting in additional compensation expense of $3.1 million.

During the year ended December 31, 2011, the number of shares, the weighted average grant date fair value and the weighted average exercise price on stock option transactions were as follows:

	Nonvested Options					Vested/Exercisable Options					Total Options
	Number of Shares			Weighted Average Grant  Date Fair Value		Number of Shares			Weighted Average Exercise  Price		Number of Shares			Weighted Average Exercise  Price
Outstanding, as of December 31, 2010		573,400		$	25.03		556,956		$	53.29		1,130,356		$	59.77
Granted		290,960		$	29.73		—		$	—		290,960		$	92.43
Vested		(215,490	)	$	24.80		215,490		$	66.99		—		$	—
Exercised		—		$	—		(146,169	)	$	48.79		(146,169	)	$	48.79
Forfeited		(1,920	)	$	24.20		—		$	—		(1,920	)	$	65.02
Expired		—		$	—		(1,035	)	$	96.18		(1,035	)	$	96.18
Outstanding, as of December 31, 2011		646,950		$	27.23		625,242		$	59.04		1,272,192		$	68.49

During the years ended December 31, 2011, 2010 and 2009, the aggregate intrinsic value of exercised stock options was $6.8 million, $13.6 million and $3.8 million, respectively. As of December 31, 2011, the weighted average remaining contractual term for total outstanding stock options and vested/exercisable stock options was 6.25 and 3.90 years, respectively. As of December 31, 2011, the aggregate intrinsic value of all options outstanding and all vested/exercisable options outstanding was $27.8 million and $18.8 million, respectively.

As a result of the Special Cash Dividend (see Note 11) paid during the year ended December 31, 2010, the Company reduced the exercise prices for all outstanding stock options as of the Special Cash Dividend record date by the dividend amount of $15.00. As a result of the adjustment, both the aggregate intrinsic value and the ratio of the exercise price to the market price were approximately equal immediately prior to and after the Special Cash Dividend record date. As the adjustment was made in accordance with the anti-dilution provisions of the Share Incentive Plans, no compensation expense was recognized for the adjustment.