Common use of Pre-Closing Amalgamation Clause in Contracts

Pre-Closing Amalgamation. 1. Redemption of all issued and outstanding preferred shares of CHC Composites Inc. by the Government of Newfoundland in accordance with the articles of incorporation of CHC Composites Inc. 2. Continuance of CHC Composites Inc. from Newfoundland to the Canada Business Corporations Act pursuant to section 299 of the Corporations Act (Newfoundland) and section 187 of the CBCA. 3. Short-form amalgamation of CHC Helicopter Corporation, CHC Helicopter Holdings Ltd., CHC Helicopters International Inc., 4357825 Canada Inc. (formerly CHC Global Operations Inc.), Viking Helicopters Ltd., CHC Composites Inc. and 4083423 Canada Inc. pursuant to section 184 of the CBCA to form an amalgamated corporation, also named “CHC Helicopter Corporation”. If CHC Global Operations Canada Inc. is not the holder of Canadian aviation licences subsequent to the reorganization of the Canadian regulated subsidiaries described in the Canadian Term Sheet, it shall be a party to the amalgamation referred to herein. 4. Unless notified in writing by the Purchaser otherwise, incorporation by CHC Helicopter Corporation of a new subsidiary under the CBCA and the contribution by CHC Helicopter Corporation to such new subsidiary of all of (a) the shares of Heli-One Inc. held by it, (b) the shares of Aero Turbine Support Ltd. held by it and (c) its other non-share assets.