VOTING SUPPORT AGREEMENT THIS AGREEMENT is made as of the 22nd day of February, 2008.Arrangement Agreement • February 28th, 2008 • CHC Helicopter Corp • Air transportation, nonscheduled • Ontario
WHEREAS the Purchaser desires to acquire all of the Class A Shares (as hereinafter defined) and Class B Shares (as hereinafter defined);
February 22, 2008 CHC Helicopter Corporation 4740 Agar Drive Richmond, British Columbia V7B 1A3 Ladies and Gentlemen:CHC Helicopter Corp • February 28th, 2008 • Air transportation, nonscheduled • New York
This guaranty (this “Guaranty”) is being delivered by FR Horizon AIV, L.P. (the “Investor”) to CHC Helicopter Corporation (the “Company”), in connection with the execution of that certain Arrangement Agreement dated as of the date hereof (as it may be amended from time to time with the consent of Purchaser, the “Arrangement Agreement”), by and among 6922767 Canada Inc. ( “Purchaser”) and the Company pursuant to which Purchaser shall, among other things and subject to the terms and conditions set forth in the Arrangement Agreement, acquire all of the Class A Subordinate Voting Shares and Class B Multiple Voting Shares of the Company. Capitalized terms used but not defined shall have the meaning ascribed to them in the Arrangement Agreement.
