CHC Group Ltd. [ ] Ordinary Shares Underwriting AgreementUnderwriting Agreement • January 6th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among CHC GROUP LTD., 6922767 HOLDING (CAYMAN) INC. and the other parties hereto Dated as of August 21, 2014Registration Rights Agreement • August 27th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of August 21, 2014 and is by and among CHC Group Ltd., a Cayman Islands exempted company (the “Company”), 6922767 Holding (Cayman) Inc., a Cayman Islands exempted limited company (the “First Reserve Holder”) and the other entities listed on the signature pages hereto under the heading “First Reserve” (collectively, “First Reserve”).
CHC GROUP LTD. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 22nd, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • Delaware
THIS AGREEMENT is entered into, effective as of __________, 20 _____ by and between CHC GROUP LTD. an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and ______ (“Indemnitee”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • July 1st, 2015 • CHC Group Ltd. • Air transportation, nonscheduled • Delaware
This SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”), dated as of March 6, 2015, is entered into by and between CHC Group Ltd. (the “Company” and, together with its subsidiaries, the “Company Group”), and the undersigned, William J. Amelio (each individually a “Party,” and, collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2015 • CHC Group Ltd. • Air transportation, nonscheduled • Delaware
This Employment Agreement is entered into by and between CHC Group Ltd. (the “Company”) and Hooman Yazhari (“Executive”) on March 12, 2015.
CREDIT AGREEMENT Dated as of January 23, 2014 among CHC GROUP LTD., as the Parent Guarantor 6922767 HOLDING S.À R.L., as the Company, CHC HELICOPTER HOLDING S.À R.L., as Holdco, CHC HELICOPTER S.A., as Initial Borrower, THE LENDERS PARTY HERETO, HSBC...Credit Agreement • January 29th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
CREDIT AGREEMENT dated as of January 23, 2014 (as amended, amended and restated, supplemented or otherwise modified, this “Agreement”), among CHC GROUP LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Parent Guarantor”), 6922767 HOLDING S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”) whose registered office is located at 13-15 avenue de la Liberté, L-1931 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (“R.C.S. Luxembourg”) under number B 136792 (the “Company”), CHC HELICOPTER HOLDING S.À R.L. (formerly known as CHC Helicopter LLC), a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Luxembourg whose registered office is located at 13-15 avenue de la Liberté, L-1931 Luxembourg and registered with the R.C.S. Luxembourg under number B 15557
REGISTRATION RIGHTS AGREEMENT by and among CHC GROUP LTD.,Registration Rights Agreement • October 30th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of October 30, 2014 and is by and among CHC Group Ltd., a Cayman Islands exempted company (the “Company”), CD&R CHC Holdings, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, CD&R Investment Associates IX, Ltd., a Cayman Islands exempted limited company (the “Purchaser”) and the other entities listed on the signature pages hereto under the heading “CD&R” (collectively, “CD&R”).
] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.Helicopter Sales Agreement • December 19th, 2013 • CHC Group Ltd. • Air transportation, nonscheduled • Connecticut
THIS S-92 NEW HELICOPTER SALES AGREEMENT, (the “Agreement”) dated as of the Acceptance Date stated below, is made by and between Sikorsky International Operations, Inc. (“Sikorsky”) and the Customer named below.
CHC GROUP LTD. RESTRICTED SHARE AGREEMENT (Performance Vesting)Restricted Share Agreement • January 13th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
THIS RESTRICTED SHARE AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between CHC Group Ltd., an exempted company with limited liability under the laws of the Cayman Islands with registered number 213521 (the “Company”) or any successor thereto, and the participant identified on the Signature Page (the “Participant”).
SHAREHOLDERS’ AGREEMENT DATED AS OF OCTOBER 30, 2014 AMONG CHC GROUP LTD., CD&R CHC HOLDINGS, L.P., AND THE OTHER PARTIES HERETOShareholders’ Agreement • October 30th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
This Shareholders’ Agreement is entered into as of October 30, 2014 by and among CHC Group Ltd., a Cayman Islands exempted company (the “Company”), CD&R CHC Holdings, L.P., a Cayman Islands exempted limited partnership (“Shareholder”) and each of the other parties identified on the signature pages hereto, and, solely for purposes of Section 2.3 and Section 3.3 hereof, Clayton, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner CD&R Associates IX, L.P., a Cayman Islands exempted limited company (the “Purchaser”) and solely for purposes of Section 2.3 and Section 3.3 hereof, Clayton, Dubilier and Rice, LLC, a Delaware limited liability company (the “CD&R Manager”).
CHC GROUP LTD. NONQUALIFIED STOCK OPTION AGREEMENT (LTI Conversion – Time Vesting)Omnibus Incentive Plan • December 19th, 2013 • CHC Group Ltd. • Air transportation, nonscheduled • New York
THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between CHC Group Ltd., an exempted company with limited liability under the laws of the Cayman Islands, or any successor thereto with registered number 213521 (the “Company”), and the participant identified on the Signature Page (the “Participant”).
CHC GROUP LTD. EMPLOYMENT AGREEMENT FOR WILLIAM J. AMELIOEmployment Agreement • December 19th, 2013 • CHC Group Ltd. • Air transportation, nonscheduled • Delaware
WHEREAS, the Company desires to continue Executive’s employment with the Company and its subsidiaries, and Executive wishes to be employed by the Company on and after the IPO, upon the terms and conditions set forth in this Agreement.
AMENDMENT NO.2 TO TERM SHEETCHC Group Ltd. • November 25th, 2016 • Air transportation, nonscheduled
This Amendment No.2 to Term Sheet (the “Amendment”) is entered into as of November 23, 2016, between CHC Group Ltd., as debtor and debtor in possession (“CHC”) and The Milestone Aviation Group Limited (“Milestone”) and amends the Term Sheet dated October 11, 2016 between CHC and Milestone (the “Term Sheet”).
CHC GROUP LTD. RESTRICTED SHARE UNIT AGREEMENT (Non-Employee Director Grant)2013 Omnibus Incentive Plan Restricted Share Unit Agreement • September 22nd, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between CHC Group Ltd., an exempted company with limited liability under the laws of the Cayman Islands with registered number 213521 (the “Company”) or any successor thereto, and the participant identified on the Signature Page (the “Participant”).
GUARANTEE AGREEMENT made by 6922767 HOLDING SARL, CHC HELICOPTER HOLDING S.À R.L. and CHC HELICOPTER S.A. in favor of MORGAN STANLEY SENIOR FUNDING, INC. as Administrative AgentGuarantee Agreement • September 9th, 2015 • CHC Group Ltd. • Air transportation, nonscheduled • New York
GUARANTEE AGREEMENT, dated as of June 12, 2015, made by 6922767 HOLDING SARL, a private limited liability company (“société à responsabilité limitée”) incorporated and existing under the laws of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B136.792, having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and a share capital of EUR 1,228,377,778 (as further defined in the Credit Agreement, the “Parent Guarantor”), CHC HELICOPTER HOLDING S.À R.L., a private limited liability company (“société à responsabilité limitée”) incorporated and existing under the laws of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B155.574, having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and a share capital of EUR 12,511 (as further defined in the Credit Agreement, “Holdco”) and CHC HELICOPTER S.A., a public limited liability company (“soc
6922767 Holding (Cayman) Inc. Restricted Share Unit Grant Agreement (Grant in respect of 20 Board Service)Restricted Share Unit Grant Agreement • December 19th, 2013 • CHC Group Ltd. • Air transportation, nonscheduled • New York
THIS AGREEMENT (the “Agreement”), is made effective as of the day of , 2013 (hereinafter called the “Effective Date”) between 6922767 Holding (Cayman) Inc. (hereinafter called the “Company”), and Jonathan James Muschamp Lewis (hereinafter called the “Participant”).
AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • August 27th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
This AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT, dated as of August 21, 2014 (this “Amendment”), is between CHC Group Ltd., a Cayman Islands exempted company (the “Company”), 6922767 Holding (Cayman) Inc., a Cayman Islands exempted company (the “Shareholder”), and each of the other parties identified on the signature pages hereto.
INVESTMENT AGREEMENT dated as of August 21, 2014 by and between CHC Group Ltd. Clayton, Dubilier & Rice Fund IX, L.P. and Clayton, Dubilier & Rice, LLCInvestment Agreement • August 27th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
INVESTMENT AGREEMENT, dated as of August 21, 2014 (this “Agreement”), by and between CHC Group Ltd., a Cayman Islands exempted company (the “Company”), Clayton, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, CD&R Associates IX, L.P., a Cayman Islands exempted limited company (the “Purchaser”) and, solely for purposes of Section 1.5(c)(5) and Section 6.1(ii), Clayton, Dubilier and Rice, LLC, a Delaware limited liability company (the “CD&R Manager”).
POST-CLOSING VOTING AGREEMENT-Closing Voting Agreement • December 12th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
This POST-CLOSING VOTING AGREEMENT (this “Agreement”) is entered into as of October 30, 2014, by and between CD&R CHC Holdings, L.P., a Cayman Islands exempted limited partnership (the “CD&R Shareholder”) and 6922767 Holding (Cayman) Inc., a Cayman Islands exempted limited company (the “First Reserve Shareholder” and, together with the CD&R Shareholder, the “Shareholder Parties”).
CHC GROUP LTD. RESTRICTED SHARE UNIT AGREEMENT (Performance Vesting Award – Relative TSR)Omnibus Incentive Plan • January 6th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between CHC Group Ltd., an exempted company with limited liability under the laws of the Cayman Islands with registered number 213521 (the “Company”) or any successor thereto, and the participant identified on the Signature Page (the “Participant”).
AMENDMENT TO PLAN SUPPORT AGREEMENTPlan Support Agreement • November 25th, 2016 • CHC Group Ltd. • Air transportation, nonscheduled
ContractSupplemental Indenture • December 12th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 15, 2014, among CHC Helicopters (Barbados) SRL (“CHC Barbados”) , CHC Helicopter (1) S.à r.l., , a private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg whose registered office is located at 6, rue Eugène Ruppert, L-2453 Luxembourg and with a share capital of EUR 12,500 and registered with the Registre de Commerce et des Sociétés à Luxembourg under number B 190.559 (“CHC 1”), CHC Helicopter (2) S.à r.l., a société à responsabilité limitée, existing under the laws of Luxembourg, with registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg and a share capital of € 12,500, registered with the Registre de Commerce et des Sociétés à Luxembourg under the number B 190.564 (“CHC 2”), CHC Helicopter (3) S.à r.l., a société à responsabilité limitée, existing under the laws of Luxembourg, with registered office at 6, rue Eugène Ruppert, L-24
AMENDMENT NO.1 TO TERM SHEETCHC Group Ltd. • November 4th, 2016 • Air transportation, nonscheduled
This Amendment No.1 to Term Sheet (the “Amendment”) is entered into as of November 3, 2016, between CHC Group Ltd., as debtor and debtor in possession (“CHC”) and The Milestone Aviation Group Limited (“Milestone”) and amends the Term Sheet dated October 11, 2016 between CHC and Milestone (the “Term Sheet”).
BACKSTOP AGREEMENT BETWEEN CHC GROUP LTD. AND THE INVESTORS IDENTIFIED AS SUCH HEREIN Dated as of October 11, 2016Backstop Agreement • October 12th, 2016 • CHC Group Ltd. • Air transportation, nonscheduled • New York
This BACKSTOP AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 11, 2016, (i) among CHC Group Ltd. (as a debtor in possession and a reorganized debtor, as applicable, the “Company”), an exempted company with limited liability under the laws of the Cayman Islands with registered number 213521 and (ii) each of the undersigned parties identified on the signature pages hereto (each an “Investor” and collectively, the “Investors”).
ContractFourth Supplemental Indenture • December 12th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 24, 2014, among CHC Helicopters (Barbados) SRL (“CHC Barbados”), CHC Helicopter (1) S.à r.l., , a private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg whose registered office is located at 6, rue Eugène Ruppert, L-2453 Luxembourg and with a share capital of EUR 12,502 and registered with the Registre de Commerce et des Sociétés à Luxembourg under number B 190.559 (“CHC 1”), CHC Helicopter (2) S.à r.l., a société à responsabilité limitée, existing under the laws of Luxembourg, with registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg and a share capital of € 12,502, registered with the Registre de Commerce et des Sociétés à Luxembourg under the number B 190.564 (“CHC 2”), CHC Helicopter (3) S.à r.l., a société à responsabilité limitée, existing under the laws of Luxembourg, with registered office at 6, rue Eugène Ruppert, L-245
ContractSupplemental Indenture • February 5th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2014, among CHC Group Ltd. (the “New Guarantor”), CHC Helicopter S.A., a public limited liability company (société anonyme) organized under the laws of Luxembourg (the “Issuer”), each other existing Guarantor under the Indenture referred to below, and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
PRE-CLOSING VOTING AGREEMENTPre-Closing Voting Agreement • August 27th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
This PRE-CLOSING VOTING AGREEMENT (this “Agreement”) is entered into as of August 21, 2014, by and among Clayton, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, CD&R Associates IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, CD&R Investment Associates IX, Ltd. a Cayman Islands exempted limited company (the “Purchaser”) and 6922767 Holding (Cayman) Inc., a Cayman Islands exempted limited company (“Shareholder”).
SHAREHOLDERS’ AGREEMENT DATED AS OF [ ], 2014 AMONG CHC GROUP LTD., 6922767 HOLDING (CAYMAN) INC. AND THE OTHER PARTIES HERETOShareholders’ Agreement • December 19th, 2013 • CHC Group Ltd. • Air transportation, nonscheduled
This Shareholders’ Agreement is entered into as of [ ], 2014 by and among CHC Group Ltd., a Cayman Islands exempted company with registered number 213521 (the “Company”), 6922767 Holding (Cayman) Inc., a Cayman Islands exempted company with registered number 204856 (the “Shareholder”) and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
Employee Stock Option AgreementEmployee Stock Option Agreement • July 1st, 2015 • CHC Group Ltd. • Air transportation, nonscheduled • New York
This Employee Stock Option Agreement (the “Agreement”), dated as of ______ __, 2015, by and between CHC Group Ltd., an exempted company with limited liability under the laws of the Cayman Islands with registered number 213521 (the “Company”), and the Employee whose name is set forth on the signature page hereof, is being entered into pursuant to the CHC Group Ltd. 2013 Omnibus Incentive Plan (as it may be amended, the “Plan”).
PLAN SUPPORT AGREEMENTBackstop Agreement • October 12th, 2016 • CHC Group Ltd. • Air transportation, nonscheduled • New York
This PLAN SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 11, 2016, is entered into by and among
RESIGNATION AND RELEASE AGREEMENTResignation and Release Agreement • April 29th, 2016 • CHC Group Ltd. • Air transportation, nonscheduled • New York
This Resignation and Release Agreement (this “Agreement”) is made and entered into as of April 26, 2016 (the “Effective Date”) by and among CHC Group Ltd., a Cayman Islands exempted company (the “Company”), and Jeffrey K. Quake (the “Resigning Director”) (the Company and the Resigning Director are individually referred to as a “Party” and collectively as the “Parties”).
ContractSupplemental Indenture • February 5th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2014, among CHC Group Ltd. (the “New Guarantor”), CHC Helicopter S.A., a public limited liability company (société anonyme) organized under the laws of Luxembourg (the “Issuer”), each other existing Guarantor under the Indenture referred to below, HSBC Corporate Trustee Company (UK) Limited, as collateral agent, and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
GUARANTEE AND COLLATERAL AGREEMENT made by CHC CAYMAN ABL HOLDINGS LTD. and CHC CAYMAN ABL BORROWER LTD. and certain of its Subsidiaries, in favor of BNP PARIBAS S.A. as Collateral Agent and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative AgentGuarantee and Collateral Agreement • September 9th, 2015 • CHC Group Ltd. • Air transportation, nonscheduled • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 12, 2015, made by CHC CAYMAN ABL HOLDINGS LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (as further defined in the Credit Agreement, “Holdings”), CHC CAYMAN ABL BORROWER LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (as further defined in the Credit Agreement, the “Parent Borrower”) and certain Subsidiaries of the Parent Borrower from time to time party hereto, in favor of BNP PARIBAS S.A., as collateral agent (in such capacity, and together with its permitted successors and assigns in such capacity, the “Collateral Agent”) for the benefit of itself and the other Secured Parties and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the benefit of itself and the other Secured Parties.
AMENDMENT TO BACKSTOP AGREEMENTTo Backstop Agreement • November 25th, 2016 • CHC Group Ltd. • Air transportation, nonscheduled
AMENDMENT TO PLAN SUPPORT AGREEMENTPlan Support Agreement • December 22nd, 2016 • CHC Group Ltd. • Air transportation, nonscheduled
