Exhibit 10.1


 


PLAN SUPPORT AGREEMENT





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


 


(i) CHC Group Ltd. (the “Company”),  


 


(ii) 6922767 Holding SARL, Capital Aviation
Services B.V., CHC Cayman ABL Borrower Ltd., CHC Cayman ABL Holdings Ltd., CHC Cayman Investments I Ltd., CHC Den Helder B.V.,
CHC Global Operations (2008) ULC, CHC Global Operations Canada (2008) ULC, CHC Global Operations International ULC, CHC Helicopter
(1) S.à r.l., CHC Helicopter (2) S.à r.l., CHC Helicopter (3) S.à r.l., CHC Helicopter (4) S.à r.l.,
CHC Helicopter (5) S.à r.l., CHC Helicopter Australia Pty Ltd, CHC Helicopter Holding S.à r.l., CHC Helicopter S.A.,
CHC Helicopters (Barbados) Limited, CHC Helicopters (Barbados) SRL, CHC Holding (UK) Limited, CHC Holding NL B.V., CHC Hoofddorp
B.V., CHC Leasing (Ireland) Limited, CHC Netherlands B.V., CHC Norway Acquisition Co AS, Heli-One (Netherlands) B.V., Heli-One
(Norway) AS, Heli-One (U.S.) Inc., Heli-One (UK) Limited, Heli-One Canada ULC, Heli-One Holdings (UK) Limited, Heli-One Leasing
(Norway) AS, Heli-One Leasing ULC, Heli-One USA Inc., Heliworld Leasing Limited, Integra Leasing AS, Lloyd Bass Strait Helicopters
Pty. Ltd., Lloyd Helicopter Services Limited, Lloyd Helicopter Services Pty. Ltd., Lloyd Helicopters International Pty. Ltd.,
Lloyd Helicopters Pty. Ltd., Management Aviation Limited, each such entity an affiliate of the Company (such entities, together
with the Company, the “CHC Parties” and each a “CHC Party”),


 





(iii) The Milestone Aviation Group Limited
(“Milestone”) and The Milestone Aviation Asset Holding Group No. 1 Ltd (“Milestone 1”), The
Milestone Aviation Asset Holding Group No. 8 Ltd (“Milestone 8”), The Milestone Aviation Asset Holding Group
No. 20 Ltd (“Milestone 20”), The Milestone Aviation Asset Holding Group No. 25 Ltd (“Milestone 25”
and together with Milestone 1, Milestone 8 and Milestone 20, the “Milestone Beneficial Owners”), Milestone Export
Leasing, Limited (“Milestone Export”), GE Capital Equipment Finance Ltd (“GE Capital”) and
GE European Equipment Finance (Aircraft No. 2) Limited (“GE European” and together with Milestone Export and
GE Capital, the “Milestone Lessors”) (each of Milestone, the Milestone Beneficial Owners, and the Milestone
Lessors, a “Milestone Party” and collectively, the “Milestone Parties”),


 


(iv) the undersigned beneficial holders,
or investment advisors or managers for the account of such beneficial holders that have initially executed this Agreement as of
the Support Effective Date (as defined below) together with their respective successors and permitted assigns (each, a “Plan
Sponsor” and, collectively, the “Plan Sponsors”), of the 9.25% Senior Secured Notes due 2020 (the
“Secured Notes”) issued under that certain Indenture, dated as of October 4, 2010 (as amended, modified, or
otherwise supplemented from time to time, the “Secured Notes Indenture”), by and among CHC Helicopter S.A.,
as issuer, each of the guarantors named therein, HSBC Corporate Trustee Company (UK) Limited, as collateral agent, and The Bank
of New York Mellon, as indenture trustee (the “Secured Notes Trustee”),


 




    	 	 	 



     


    

  


(v) the Official Committee of Unsecured
Creditors (the “UCC”),1


 


(vi) Marble Ridge Capital L.P. (“Marble
Ridge”) as a beneficial holder (or an investment advisor to or manager for the account of such a holder) of 9.375% Senior
Notes due 2021 (the “Unsecured Notes”), issued by CHC Helicopter S.A. pursuant to that certain indenture, dated
as of May 13, 2013 (as amended, modified, or otherwise supplemented from time to time, the “Unsecured Notes Indenture”),
by and among CHC Helicopter S.A., as issuer, each of the guarantors named therein and Law Debenture Trust Company, as successor
trustee,


 


(vii) Solus Alternative Asset Management
LP (“Solus” and, together with Marble Ridge, the “Individual Creditor Parties”) as a beneficial
holder (or an investment advisor to or manager for the account of such a holder) of Unsecured Notes, and


 


(viii) each of the other beneficial owners
(or investment managers or advisors for the beneficial owners) of the Secured Notes, Unsecured Notes, or claims (as such term
is defined in section 101(5) of the Bankruptcy Code (as defined below) or any right or interest therein or any other claims against
or interests in any CHC Party (collectively, “Claims”)) against the CHC Parties, in each case, that becomes
a party to this Agreement in accordance with the terms hereof by executing and delivering a Joinder Agreement (as defined below)
(such persons and entities described in this clause (ix), together with any of their respective successors and permitted assigns
under this Agreement, each, an “Additional Consenting Party” and collectively, the “Additional Consenting
Parties”).


 


The CHC Parties, the Milestone Parties,
the Plan Sponsors, the UCC, the Individual Creditor Parties and the Additional Consenting Parties are referred to herein as the
“Parties” and each individually as a “Party.” The Milestone Parties, the Plan Sponsors,
the UCC, the Individual Creditor Parties, and the Additional Consenting Parties are sometimes referred to herein as the “Consenting
Creditor Parties” and individually as a “Consenting Creditor Party.”


 


WHEREAS, on
May 5, 2016, each CHC Party has commenced a voluntary case (collectively, the “CHC Cases”) under chapter 11
of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), in the United
States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”) captioned
In re CHC Group Ltd., Case No. 16-31854 (BJH);


 


WHEREAS, the
Parties have agreed to undertake a financial and operational restructuring of the CHC Parties (the “Restructuring”)
through a chapter 11 plan of reorganization to be proposed by the CHC Parties in the CHC Cases (as amended, supplemented or otherwise
modified from time to time consistent with the terms of this Agreement, the “CHC Plan”), the principal terms
and conditions of which are set forth in this Agreement, on the term sheet attached hereto as Exhibit A (the “Term
Sheet”), and the term sheet attached hereto as Exhibit C (together with all exhibits, schedules and annexes,
the “Milestone Term Sheet,” together with the Term Sheet, the “Term Sheets”), which Term
Sheets are the product of arm’s-length, good faith discussions among the Parties;


 





 






		1	The capitalized term “UCC” does not apply
                                         to the members of the UCC in their individual capacities. All members of the UCC reserve
                                         and retain their individual rights, whatever they may be, with respect to this Agreement
                                         and any motions filed before the Bankruptcy Court. For the avoidance of doubt, the obligations
                                         set forth in this Agreement shall be construed to bind any individual member of the UCC
                                         only if such member has separately executed this Agreement or a Joinder Agreement in
                                         its individual capacity.



 




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WHEREAS, the
CHC Plan shall contain the terms and conditions set forth in, and be consistent in all respects with, this Agreement and the Term
Sheets;


 


WHEREAS, to
ensure an orderly confirmation process, the CHC Parties are prepared to perform their obligations hereunder subject to the terms
and conditions of this Agreement, including, among other things, to file the CHC Plan and the CHC Disclosure Statement (as
defined below), and to use their commercially reasonable efforts to have the CHC Disclosure Statement approved and the CHC Plan
confirmed by the Bankruptcy Court within the timeframes contemplated in this Agreement;


 


WHEREAS,
as set forth in the Term Sheet, the Restructuring will include (a) a rights offering (the “Rights
Offering”) to each eligible holder (a “Secured Notes Eligible Holder”) of a Claim arising under
the Secured Notes Indenture and the Secured Notes (each a “Secured Notes Claim” and, collectively, the
“Secured Notes Claims”) and each eligible holder (an “Unsecured Notes Eligible Holder”)
of a Claim arising under the Unsecured Notes Indenture and the Unsecured Notes (each an “Unsecured Notes
Claim” and, collectively, the “Unsecured Notes Claims”) of the CHC Parties the right to purchase
New Second Lien Convertible Notes to be issued by Reorganized CHC; (b) that certain of the Plan Sponsors and Individual
Creditor Parties (collectively, the “Backstop Parties”) will commit (the “Backstop
Commitment”) to purchase (on a several and not joint and several basis) the New Second Lien Convertible Notes in
the Rights Offering in the amounts set forth in the backstop commitment agreement (the
“Backstop Agreement”), which is attached as Exhibit B to this Agreement and will be executed
concurrently with this Agreement, and provides for, inter alia, the payment of a nonrefundable aggregate premium (the
“Put Option Premium”) fully earned by the Backstop Parties upon approval of the Backstop Agreement in
connection with the entry by the Bankruptcy Court of the PSA Approval Order (as defined below) payable to the Backstop
Parties on the terms and in the amount set forth in the Backstop Agreement and (c) the restructuring of the CHC
Parties’ aircraft fleet, including under the Milestone Term Sheet;


 


WHEREAS, as
of the date hereof, certain of the Milestone Parties (directly or indirectly through the Milestone Trustees acting on their behalves)
together with certain of the CHC Parties are party to aircraft lease agreements in respect of 42 of the aircraft within the Company’s
aircraft fleet (the “Milestone Leases”) and certain of the CHC Parties will receive, upon emergence from the
CHC Cases, financing for new and existing aircraft from PK (the “PK Financing”);


 





WHEREAS, as of the date hereof, the
Plan Sponsors collectively represent or hold, in the aggregate, approximately 67.56% of the aggregate outstanding principal amount
of the Secured Notes;


 





WHEREAS, as of the date hereof, the
Individual Creditor Parties, together with the other Consenting Creditor Parties, collectively represent or hold, in the aggregate,
approximately 73.56% of the aggregate outstanding principal amount of the Unsecured Notes;


 




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WHEREAS, the
Parties desire to express to each other their mutual support and commitment in respect of the matters discussed in the Term Sheets
and hereunder;


 


WHEREAS, in
expressing such support and commitment, the Parties do not desire and do not intend in any way to derogate from or diminish the
solicitation requirements of applicable law, including chapter 11 of the Bankruptcy Code;


 


WHEREAS, notwithstanding
any proposed deadlines in relation to the Restructuring, the Parties intend to complete the Restructuring with all speed in as
timely a manner as practicable; and


 


WHEREAS, subject
to the execution of definitive documentation and appropriate approvals by the Bankruptcy Court, the terms of this Agreement set
forth the Parties’ entire agreement concerning their respective obligations.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:


 


1.           Certain
Definitions.


 


Capitalized terms
not defined in this Agreement shall have the meanings ascribed to such terms in the Term Sheet. As used in this Agreement, the
following terms have the following meanings:


 


(a)          “Alternative
Transaction” means any plan of reorganization, workout, proposal or offer of dissolution, winding up, liquidation, financing,
assignment for the benefit of creditors, refinancing, merger, consolidation, business combination, joint venture, partnership,
sale of assets or restructuring (as opposed to a stand-alone restructuring) of all or any of the CHC Parties (including an alternative
restructuring transaction with another equity or equity-like capital provider (including any alternative plan other than the CHC
Plan with, or a sale of substantially all of the CHC Parties’ assets to, any party other than the Plan Sponsors, including,
any of the CHC Parties’ existing creditors, shareholders or any other party)) other than the Restructuring pursuant to this
Agreement or as otherwise consented to by the Requisite Plan Sponsors and the UCC; provided, however, that the consent
of any of the Consenting Creditor Parties shall be required before any such Consenting Creditor Party may be considered to be
bound to support any Alternative Transaction that materially, adversely and directly impacts the treatment of their Claims, if
applicable; provided, further, that nothing in this Agreement shall limit the Milestone Parties’ rights under
the Milestone Term Sheet with respect to any such Alternative Transaction or Qualified Plan (as defined in the Milestone Term
Sheet).


 


(b)          “Effective
Date” means the date upon which the substantial consummation of the CHC Plan has occurred.


 




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(c)          “Final
Order” means an order or judgment of the Bankruptcy Court (or any other court of competent jurisdiction) entered by
the Clerk of the Bankruptcy Court (or such other court) on the docket in the CHC Cases (or the docket of such other court), which
has not been modified, amended, reversed, vacated or stayed and as to which (A) the time to appeal, petition for certiorari, or
move for a new trial, stay, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for
new trial, stay, reargument or rehearing shall then be pending or (B) if an appeal, writ of certiorari, new trial, stay, reargument
or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court (or other court of competent jurisdiction)
shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new
trial, stay, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take
any further appeal, petition for certiorari or move for a new trial, stay, reargument or rehearing shall have expired, as a result
of which such order shall have become final in accordance with Rule 8002 of the Federal Rules of Bankruptcy Procedure; provided
that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Federal
Rules of Bankruptcy Procedure, may be filed relating to such order, shall not cause an order not to be a Final Order;


 


(d)          “Material
Adverse Effect” means a (i) material adverse effect on, or is reasonably likely to be materially adverse to, the business,
assets, properties, results of operations or financial condition of the CHC Parties (taken as a whole), or (ii) material adverse
effect on the ability of the CHC Parties to consummate the transactions contemplated by this Agreement or the Plan, other than,
with respect to clauses (i) and (ii), the effect: (A) of any change in the United States or foreign economies or securities or
financial markets in general; (B) of any change that generally affects any industry in which the CHC Parties operate; (C) of any
change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation
or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions; (D) of any changes in accounting
rules; (E) resulting from the filing of the CHC Cases or any reasonably anticipated effects thereof; (F) resulting from the public
announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated hereby;
(G) resulting from any act or omission of any of the CHC Parties taken with the prior written consent of the Requisite Plan Sponsors
and, to the extent required hereunder, the UCC; (H) any change in the market price or trading volume of any security of a CHC
Party; or (I) any failure, in and of itself, of the CHC Parties to meet, with respect to any period or periods, any internal or
industry analyst projections, forecasts, estimates of earnings or revenues or business plans; provided; however
that the exception provided in clauses (H) and (I) shall not prevent or otherwise affect a determination that any effect underlying
such change or failure has resulted in or contributed to a Material Adverse Effect and with respect to clauses (B), (C) and (D),
such effects, alone or in combination, may be deemed to constitute, or be taken into account in determining whether a Material
Adverse Effect has occurred to the extent such effects disproportionately affect the CHC Parties (taken as a whole) relative to
other companies operating in the same industry as the CHC Parties.


 




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(e)          “Milestone
Trustee” means any of Wilmington Trust SP Services (Dublin) Limited (not in its individual capacity but solely as initial
trustee), Wells Fargo Bank Northwest, National Association (not in its individual capacity but solely as owner trustee), and Aircraft
MSN 31208 Trust.


 


(f)           “Revolving
Credit Agreement” means that certain Senior Secured Revolving Credit Agreement, dated as of January 23, 2014 (as amended,
restated, supplemented or otherwise modified from time to time), by and among CHC Helicopter S.A., CHC Global Operations International
Inc., CHC Global Operations (2008) Inc., Heli-One Canada Inc., Heli-One Leasing Inc., CHC Den Helder B.V., CHC Holding NL B.V.,
CHC Netherlands B.V., CHC Norway Acquisition Co AS and Heli-One (Norway) as borrowers, each of the lenders and issuing banks named
therein, HSBC Bank PLC, as administrative agent, and HSBC Corporate Trustee Company (UK) Limited, as collateral agent.


 


(g)          “Requisite
Plan Sponsors” means, as of any date of determination, the Plan Sponsors that are providing at least a majority of the
Plan Sponsors’ aggregate Backstop Commitments in respect of the Rights Offering.


 


(h)          “SEC”
means the United States Securities and Exchange Commission.


 


2.           Term
Sheets; Restructuring Documents.


 


(a)          The
Term Sheets are expressly incorporated herein by reference and made part of this Agreement as if fully set forth herein. The terms
and conditions of the Restructuring are set forth in the Term Sheets. On the Support Effective Date (as defined below), the Term
Sheets shall be deemed effective for purposes of this Agreement and thereafter the terms and conditions therein may only be amended,
modified, waived or otherwise supplemented as set forth in Section 10 hereto, and the Term Sheets, as applicable. In the
event of any inconsistencies between the terms of this Agreement (without reference to the exhibits) and the Term Sheets, the
terms of the Term Sheets shall govern.


 




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(b)          The
documents related to or otherwise utilized to implement or effectuate the Restructuring (the “Restructuring Documents”)
shall include, among other things: (i) the CHC Plan, the related disclosure statement (the “CHC Disclosure Statement”),
and any other documents and/or agreements (and any amendments thereto) relating to the CHC Plan and/or the CHC Disclosure Statement,
including (A) a motion seeking approval of the CHC Disclosure Statement, the procedures for the solicitation of votes in connection
with the CHC Plan pursuant to sections 1125 and 1126 of the Bankruptcy Code (the “Solicitation”), the forms
of ballots and notices (along with the CHC Disclosure Statement, the “Solicitation Materials”) and related
relief (such motion, together with all exhibits, appendices, proposed orders, supplements, and related documents, the “CHC
Disclosure Statement Motion”), (B) an order of the Bankruptcy Court approving the CHC Disclosure Statement Motion (together
with all exhibits, appendices, supplements and related documents, the “CHC Disclosure Statement Order”), (C)
an order of the Bankruptcy Court confirming the CHC Plan pursuant to Bankruptcy Code section 1129 (together with all exhibits,
appendices, supplements and related documents, the “Confirmation Order”), (D) the documents relating to the
Rights Offering, including a motion seeking approval of the procedures with respect to the Rights Offering (the “Rights
Offering Motion”) and the order approving the Rights Offering Motion (the “Rights Offering Order”),
(E) any organizational and governance documents for Reorganized CHC and the other reorganized CHC Parties, including certificates
of incorporation, certificates of formation or certificates of limited partnership (or equivalent organizational documents), bylaws,
limited liability company agreements, identity and selection of proposed members of the reorganized CHC Parties’ boards
of directors (or equivalent governing bodies), shareholders agreements, limited partnership agreements (or equivalent governing
documents) and registration rights agreements (collectively, the “Governance Matters”), (F) any debt documents
effective upon emergence from the CHC Cases (including all agreements and documentation related or ancillary to the New Second
Lien Convertible Notes and the New Unsecured Notes, and all agreements and documentation related or ancillary to the treatment
under the CHC Plan of Claims held by the lenders and issuing banks that are parties to the Revolving Credit Agreement), (G) the
Backstop Agreement and any documents ancillary thereto or contemplated thereby, (H) all definitive documents implementing the
terms of the Milestone Term Sheet, attached hereto as Exhibit C, including documents with respect to the PK Financing (collectively,
the “Milestone Documents”) and (I) if applicable, the ABL Term Sheet (as defined in the Term Sheet) (which
ABL Term Sheet to be submitted to the Bankruptcy Court shall be in all respects acceptable to the CHC Parties, the Plan Sponsors
and the UCC) and the definitive documents implementing the terms thereof in respect of the restructuring of the ABL Credit Agreement
(as defined in the Term Sheet) (the “ABL Financing”); (ii) a motion seeking authorization for the CHC Parties
to enter into this Agreement and the Backstop Agreement and for the CHC Parties to pay the Put Option Premium to the Backstop
Parties (the “PSA Approval Motion”), as applicable, and the order approving the PSA Approval Motion (the “PSA
Approval Order”); (iii) any documentation relating to the use of cash collateral, including any interim orders (collectively,
the “Interim Cash Collateral Orders”) and a consensual final order (the “Final Cash Collateral Order”
and, together with the Interim Cash Collateral Orders, the “Cash Collateral Orders”); and (iv) any other agreement,
document, motion or proposed order with respect to financing the CHC Parties or financing the CHC Cases. The Restructuring Documents
shall each be consistent in all respects with, and shall otherwise contain, the terms and conditions set forth in this Agreement,
the Term Sheet and the respective exhibits, annexes and schedules attached hereto and thereto (in each case as may be amended
or otherwise modified from time to time in accordance with the terms hereof) and shall be in all respects reasonably acceptable
to the CHC Parties, the Requisite Plan Sponsors and the UCC; provided, however, (x) any provision of the CHC Plan,
Confirmation Order, Rights Offering Motion, Rights Offering Order, Backstop Agreement and any other Restructuring Document that
(1) materially, adversely, disproportionately and directly impacts the treatment of any Claims of the Individual Creditor Parties
or (2) materially, adversely, disproportionately (relative to the Plan Sponsors) and directly impacts their rights or obligations
as Backstop Parties, shall be reasonably acceptable to the Individual Creditor Parties and (y) the Milestone Documents, the CHC
Plan, the Confirmation Order, the CHC Disclosure Statement, the CHC Disclosure Statement Order, the PSA Approval Motion, the PSA
Approval Order and any other Restructuring Document that materially and directly impacts the rights, interests or agreements of
Milestone under the Milestone Term Sheet or the Milestone Documents shall be in all respects reasonably acceptable to Milestone;
provided, further, however, notwithstanding anything herein to the contrary, the Governance Matters described
in clause (E) above, except as otherwise explicitly provided in the Term Sheet, must only be acceptable to the Requisite Plan
Sponsors in their sole discretion, in consultation with the CHC Parties and the UCC (and solely to the extent such Governance
Matters materially, adversely, disproportionately and directly affect the Individual Creditor Parties, in consultation with the
Individual Creditor Parties).


 




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3.           Bankruptcy
Process; Plan of Reorganization; Final Cash Collateral Order. 


 


(a)          CHC
Plan. Each of the Parties will use their commercially reasonable efforts to have the CHC Plan filed and confirmed, and the
Restructuring consummated as contemplated thereunder as soon as possible in accordance with the Bankruptcy Code, the Federal Rules
of Bankruptcy Procedure, and the Local Bankruptcy Rules of the Bankruptcy Court, and on terms consistent with this Agreement,
subject to the requisite approvals set forth in Section 2(b) and in compliance with the milestones set forth in Section
6(a)(ii).


 


(b)          Final
Cash Collateral Order. The CHC Parties, the Plan Sponsors and the UCC shall work in good faith to negotiate the Final Cash
Collateral Order, which Final Cash Collateral Order shall be reasonably acceptable in all respects to the CHC Parties, the Requisite
Plan Sponsors and the UCC.


 


4.           Agreements
of the Consenting Creditors.


 


(a)          Agreement
to Support. For the duration of the Support Period (as defined below), with respect to a Consenting Creditor Party, each such
Consenting Creditor Party agrees that it shall, subject to the receipt by such Consenting Creditor Party of the CHC Disclosure
Statement and Solicitation Materials in respect of the CHC Plan that are approved by the Bankruptcy Court pursuant to the CHC
Disclosure Statement Order:


 


(i)          if
such Consenting Creditor Party is not the UCC, vote any and all Claims it holds or has the authority to vote against the CHC Parties
to accept the CHC Plan, by timely delivering its duly executed and completed ballots accepting the CHC Plan in accordance with
the Bankruptcy Court-approved voting procedures; provided that such vote shall be immediately revoked and deemed void ab
initio by any of the Consenting Creditor Parties at any time following the expiration of the Support Period (it being understood
by the Parties that any modification of the CHC Plan that results in a termination of this Agreement pursuant to Section 6
hereof shall entitle such Consenting Creditor Party the opportunity to change its vote in accordance with section 1127(d)
of the Bankruptcy Code, and the CHC Plan and Solicitation Materials with respect to the CHC Plan shall be consistent with this
proviso);


 




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(ii)         if
such Consenting Creditor Party is not the UCC, not change or withdraw (or cause to be changed or withdrawn) any vote submitted
pursuant to subsection (i) above other than as set forth therein;


 


(iii)        not
(x) object to, vote or cause to be voted or take any other direct or indirect action to reject, delay, impede or otherwise interfere
with acceptance or implementation of the CHC Plan, (y) directly or indirectly seek, solicit, negotiate, encourage, propose, file,
support, consent to, pursue, initiate, assist, join in, participate in the formulation of, enter into any agreements relating
to, or vote in favor of any Alternative Transaction other than the CHC Plan or (z) otherwise take any direct or indirect action
that would interfere with, delay or impede the consummation of the Restructuring pursuant to the CHC Plan;


 


(iv)        if
such Consenting Party is the UCC, support the confirmation and consummation of the CHC Plan and submit a letter, which will be
included in the Solicitation Materials, recommending that unsecured creditors of the CHC Parties vote in favor of the CHC Plan,
which letter and recommendation shall not be subsequently withdrawn; and


 


(v)         if
such Consenting Creditor Party is a Milestone Beneficial Owner, direct and authorize the Milestone Trustees to vote their Claims
and take or omit to take such other actions as described in Sections 4(a)(i) to (iii) above, and otherwise perform
all of its obligations hereunder (including under the Milestone Term Sheet) and under the Milestone Documents;


 


provided, however,
that nothing in this Section 4(a) or elsewhere in this Agreement shall require any Consenting Creditor Party to incur any
expenses, liabilities or other obligations, or agree to any commitments, undertaking, concessions indemnities or other arrangements
that could result in expenses, liabilities or other obligations to any such Party, other than as specifically stated in other
provisions of this Agreement.


 




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(b)          Transfers.
(i) Each Consenting Creditor Party that is a beneficial owner of a Claim agrees that, for the duration of the Support Period,
such Consenting Creditor Party shall not sell, transfer, loan, issue, pledge, hypothecate, assign or otherwise dispose of (each,
a “Transfer”), directly or indirectly, in whole or in part, any of its Claims including grant any proxies,
deposit any Secured Notes, Unsecured Notes or Loans or any other Claims against or interests in the Company or any other CHC Party
into a voting trust or entry into a voting agreement with respect to any such Secured Notes, Unsecured Notes or such other Claims
against or interests in the Company or any other CHC Party, unless, solely with respect to a Plan Sponsor or Individual Creditor
Party, the transferee thereof either (i) is a Plan Sponsor or Individual Creditor Party or (ii) prior to such Transfer, agrees
in writing for the benefit of the Parties to be bound by all of the terms of this Agreement applicable to Consenting Creditor
Parties (including with respect to any and all Claims it already may hold against or in any CHC Party prior to such Transfer)
by executing a joinder agreement substantially in the form attached hereto as Exhibit D (a “Joinder Agreement”),
and delivering an executed copy thereof within three (3) business days following such execution, to (i) Weil, Gotshal & Manges
LLP (“Weil”), counsel to the CHC Parties, (ii) Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”),
counsel to the Plan Sponsors and (iii) Kramer Levin Naftalis & Frankel LLP (“Kramer Levin”), counsel to
the UCC, in which event (A) the transferee (including the Consenting Creditor Party transferee, if applicable) shall be deemed
to be an Additional Consenting Party and a Consenting Creditor Party hereunder to the extent of such transferred rights and obligations
and (B) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to
the extent of such transferred rights and obligations; provided that notwithstanding the Transfer of any Claim by any of
the Milestone Parties, so long as this Agreement has not been terminated as provided herein, the agreements set forth in Section
4(a) hereof will remain binding on the Milestone Parties and the Milestone Parties will continue to be Consenting Creditor
Parties under this Agreement and remain obligated to perform all of their obligations under the Milestone Term Sheet and Milestone
Documents. Each Consenting Creditor Party agrees that any Transfer of any Claims that does not comply with the terms and procedures
set forth herein shall be deemed void ab initio, and the applicable CHC Party and each other Consenting Creditor Party
shall have the right to enforce the voiding of such Transfer. Notwithstanding anything contained herein to the contrary, during
the Support Period, a Plan Sponsor may Transfer any or all of its Claims to any entity that, as of the date of Transfer, controls,
is controlled by or is under common control with such Plan Sponsor, or to a Plan Sponsor; provided, however, that
such entity shall automatically be subject to the terms of this Agreement and deemed a Party hereto and shall execute a Joinder
Agreement.


 


(ii)         Notwithstanding
Section 4(b)(i): (A) a Plan Sponsor, Individual Creditor Party or Additional Consenting Party may Transfer its Secured
Notes, Unsecured Notes or other Claims, as applicable, to an entity that is acting in its capacity as a Qualified Marketmaker
(as defined below) without the requirement that the Qualified Marketmaker become a Party; provided that (1) such Qualified
Marketmaker must Transfer such right, title or interest in such Secured Notes, Unsecured Notes or other Claim prior to the voting
deadline for the CHC Plan and (2) any subsequent Transfer by such Qualified Marketmaker of the right, title or interest in such
Secured Notes, Unsecured Notes or other Claim is to a transferee that is or becomes a Consenting Creditor Party at the time of
such transfer; and (B) to the extent that a Plan Sponsor, Individual Creditor Party or Additional Consenting Party is acting in
its capacity as a Qualified Marketmaker, it may Transfer any right, title or interest in Secured Notes, Unsecured Notes or other
Claims that the Qualified Marketmaker acquires from a holder of the Secured Notes, Unsecured Notes or other Claims who is not
a Consenting Creditor Party without the requirement that the transferee be or become an Additional Consenting Party and a Consenting
Creditor Party. For these purposes, a “Qualified Marketmaker” means an entity that (x) holds itself out to
the market as standing ready in the ordinary course of its business to purchase from customers and sell to customers Claims against
the CHC Parties (including debt securities or other debt) or enter with customers into long and short positions in claims against
the CHC Parties (including debt securities or other debt), in its capacity as a dealer or market maker in such Claims against
the CHC Parties and (y) is in fact regularly in the business of making a market in claims against issuers or borrowers (including
debt securities or other debt).


 




    	 	10	 



     


    

  


(c)          Additional
Claims. Each Consenting Creditor Party agrees that if any Consenting Creditor Party acquires additional Claims, then (i) such
Claims shall be subject to this Agreement (including the obligations of the Consenting Creditor Parties under Section 4(a))
and (ii) following such acquisition, such Consenting Creditor Party shall notify Weil, Akin Gump and Kramer Levin of the
amount and types of Claims it has acquired promptly (A) following such acquisition and (B) upon the reasonable request of Weil,
Akin Gump or Kramer Levin, and Weil, Akin Gump and Kramer Levin shall maintain the confidentiality of such information consistent
with the provisions of Section 9.


 


(d)          Rights
of Consenting Creditor Parties Unaffected. Nothing contained in this Agreement shall limit: (i)(A) the ability of a Consenting
Creditor Party to consult with any other Party or any member of the UCC, including another Consenting Creditor Party or the CHC
Parties or any advisors of the foregoing, or (B) the rights of a Consenting Creditor Party to be heard as a party in interest
in the CHC Cases, in each case so long as such consultation or appearance is consistent with the Consenting Creditor Party’s
obligations under the terms of this Agreement, and is not for the purpose of hindering, delaying, or preventing the confirmation
or consummation of the CHC Plan; (ii) the ability of a Consenting Creditor Party to sell or enter into any transactions in connection
with the Claims or any other claims against or interests in the CHC Parties, subject to the terms hereof; or (iii) the rights
of any of the Consenting Creditor Parties under (x) the Secured Notes Indenture, the Unsecured Notes Indenture or the Revolving
Credit Agreement or constitute a waiver or amendment to any provision of the Secured Notes Indenture, the Secured Notes, the Unsecured
Notes Indenture, the Unsecured Notes, or the Revolving Credit Agreement, as applicable, and (y) any other applicable agreement,
instrument or document that gives rise to a Consenting Creditor Party’s Claim, or constitutes a waiver or amendment of any
provision of such agreement, instrument or document, subject to the terms of Section 4(a) hereof. Each of the Parties hereby
expressly acknowledges that the Plan Sponsors and the UCC (subject to the limitations set forth in Sections 4(a)(iii)(y) and
(z) may engage in discussions with other parties in interest in an effort to resolve matters related to the CHC Parties’
restructuring and confirmation of the CHC Plan.


 


(e)          Milestone
Obligations. For the avoidance of doubt, each of the Milestone Parties shall be bound by the obligations in this Section
4 and shall cause the Milestone Trustees, as appropriate, to comply with such obligations, and nothing in this Agreement shall
constitute a waiver of, or an amendment to, the Milestone Term Sheet.


 


5.           Agreements
of the CHC Parties.


 


(a)          Affirmative
Covenants. The CHC Parties agree that, for the duration of the Support Period, unless otherwise permitted or required by this
Agreement, and except as otherwise consented to in writing by the Requisite Plan Sponsors,the UCC and Milestone, and, solely if
the CHC Parties’ action materially, adversely and directly impacts the Individual Creditor Parties’ rights under this
Agreement, the Individual Creditor Parties, the CHC Parties shall:


 




    	 	11	 



     


    

  


(i)          (A)
use commercially reasonable efforts to complete the preparation, as soon as reasonably practicable after the Support Effective
Date (as defined below), of each of the PSA Approval Motion, the CHC Plan, the CHC Disclosure Statement, the Milestone Documents
and the other Restructuring Documents (including all motions, applications, orders, agreements and other documents, each of which,
for the avoidance of doubt, shall contain terms and conditions consistent with this Agreement and be acceptable to the relevant
Parties in accordance with the applicable approval rights set forth in Section 2(b)), (B) provide draft copies of the Restructuring
Documents, and any amended version thereof, to, and afford reasonable opportunity to comment and review of such documents by,
Akin Gump and Kramer Levin no less than three (3) business days or as soon as reasonably practicable in advance of any material
filing, execution, distribution or use (as applicable) thereof by any applicable CHC Party in accordance with the applicable approval
rights set forth in Section 2(b); and (C) consult in good faith with Akin Gump and Kramer Levin regarding the form and
substance of any of such documents (without limiting the approval rights of the Plan Sponsors or the UCC contained under Section
2(b)) in advance of the filing, execution, distribution or use (as applicable) thereof; provided that the CHC Parties
shall also provide the Milestone Parties, Individual Creditor Parties with the Restructuring Documents and an opportunity of comment
and review consistent with clauses (B) and (C) above solely with respect to any Restructuring Documents for which the Milestone
Parties, Individual Creditor Parties have approval rights under Section 2(b), respectively (without limiting or expanding
the approval rights of the Milestone Parties, Individual Creditor Parties contained under Section 2(b));


 


(ii)         (A)
support and take such actions as are necessary or appropriate or reasonably requested by the Consenting Creditor Parties in furtherance
of the Solicitation, confirmation, and consummation of the CHC Plan and the Restructuring in accordance with, and within the time
frames contemplated by, this Agreement (including within the milestones set forth in Section 6(a)(ii)) (provided
that no CHC Party nor the Plan Sponsors and the UCC shall be obligated to agree to any modification of any document that is inconsistent
with the CHC Plan); (B) not take any action that is inconsistent with, or that would delay or impede the Solicitation, confirmation
or consummation of the CHC Plan; (C) perform its obligations under this Agreement and all of the Restructuring Documents; (D) support
the release, exculpation, and indemnification provisions set forth in the Restructuring Documents; (E) use commercially reasonable
efforts to obtain any and all required regulatory approvals and third-party approvals, if any, for the Restructuring; and (F)
take appropriate steps to oppose, challenge and object to an Alternative Transaction of the CHC Plan and the Restructuring and
cease and cause to be terminated any ongoing solicitation, discussions and/or negotiations with respect to any Alternative Transaction;


 




    	 	12	 



     


    

  


(iii)        subject
to professional responsibilities, timely file a formal written objection to any motion filed with the Bankruptcy Court seeking
the entry of an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting any of the
CHC Cases (except for a CHC Case of an immaterial direct or indirect subsidiary of the Company) to a case under chapter 7 of the
Bankruptcy Code or (C) dismissing any of the CHC Cases;


 


(iv)        subject
to professional responsibilities, timely file a formal written response in opposition to and take all appropriate actions to oppose
(if circumstances do not allow for the filing of a formal written response) any objection filed with the Bankruptcy Court by any
person with respect to the entry of (A) the Final Cash Collateral Order, (B) the PSA Approval Order, (c) the CHC Disclosure Statement
Order, (D) the Rights Offering Order and (E) the Confirmation Order;


 


(v)         subject
to professional responsibilities, timely file a formal written objection to any motion filed with the Bankruptcy Court by a third
party seeking the entry of an order modifying or terminating the CHC Parties’ exclusive right to file or solicit acceptances
of a plan of reorganization;


 


(vi)        comply
in all material respects with applicable laws (including making or seeking to obtain all required material consents and/or appropriate
filings or registrations with, notifications to, or authorizations, consents or approvals of any regulatory or governmental authority,
and paying all material taxes as they become due and payable except to the extent nonpayment thereof is permitted by the Bankruptcy
Code);


 


(vii)       maintain
the good standing (or equivalent status under the laws of its incorporation or organization) under the laws of the state or other
jurisdiction in which each of the CHC Parties’ and the CHC Parties’ direct and indirect material subsidiaries are
incorporated or organized;


 


(viii)      (A)
operate the business of each of the CHC Parties’ and the CHC Parties’ direct and indirect subsidiaries in the ordinary
course and consistent with past practice, and in a manner that is consistent with this Agreement and the business plan of the
CHC Parties, presented to the Plan Sponsors and the UCC as of the date of this Agreement (the “Business Plan”),
as such Business Plan may be modified, amended or otherwise replaced only if such modification, amendment or replacement is acceptable
to the Requisite Plan Sponsors and the UCC, each in their sole discretion, (B) keep the Plan Sponsors and the UCC informed about
the operations of the CHC Parties’ and the CHC Parties’ direct and indirect subsidiaries and (C) provide the Plan
Sponsors and the UCC with any information reasonably requested regarding the CHC Parties’ and the CHC Parties’ direct
and indirect subsidiaries and affiliates and reasonable access to management and advisors of the CHC Parties for the purposes
of evaluating the CHC Parties’ and the CHC Parties’ direct and indirect subsidiaries’ assets, liabilities, operations,
businesses, finances, strategies, prospects and affairs;


 




    	 	13	 



     


    

  


(ix)         as
soon as reasonably practicable notify the Consenting Creditor Parties in writing of any governmental or third party complaints,
litigations, investigations or hearings (or communications indicating that the same may be contemplated or threatened) against
the CHC Parties or of any related correspondence received; and


 


(x)          as
soon as reasonably practicable and subject to all confidentiality agreements between the CHC Parties and the Milestone Parties
(including all confidentiality obligations under the Milestone Term Sheet), provide Akin Gump and Kramer Levin with any material
correspondence, notices or similar documents delivered to or from any of the Milestone Parties or any of their affiliates related
to the transactions contemplated under the Milestone Term Sheet, the Milestone Documents or in connection with the Restructuring
that could reasonably be expected to have a material impact on the transactions contemplated by the Milestone Term Sheet, the
Milestone Documents (including the PK Financing) or the Restructuring.


 


(b)          Negative
Covenants. The CHC Parties agree that, for the duration of the Support Period, unless otherwise permitted or required by this
Agreement, and except as otherwise consented to in writing by the Requisite Plan Sponsors, the UCC and Milestone, and, solely
if the CHC Parties’ failure to take any such action materially, adversely and directly impacts the Individual Creditor Parties’
rights under this Agreement, the Individual Creditor Parties, the CHC Parties shall not directly or indirectly, do or, to the
extent it has the ability to control such action, permit to occur any of the following:


 


(i)          subject
in all instances to the approval rights of the Parties under Section 2(b), modify the CHC Plan or any of the Restructuring
Documents, in whole or in part, or take any action or file any motion, notice, pleading or other Restructuring Document with the
Bankruptcy Court (including any modifications or amendments thereof) that is inconsistent with this Agreement, the CHC Plan or
any other Restructuring Document;


 


(ii)         withdraw
or revoke the CHC Plan, publicly announce its intention not to pursue the CHC Plan or, directly or indirectly, seek, solicit,
negotiate, encourage, propose, file, support, consent to, pursue, initiate, assist, join in, participate in the formulation of,
or enter into any agreements relating to, or provide any information about, the CHC Parties for the purposes of entering into,
any Alternative Transaction, nor shall any of the CHC Parties solicit or direct any person or entity, including any member, managing
member or member of a board of managers of any of the CHC Parties or any holder of equity in any of the CHC Parties, to undertake
any of the foregoing;


 


(iii)        commence,
support or assist in any way an avoidance action or other legal proceeding that seeks to disallow, subordinate, recharacterize
or otherwise challenges the validity, enforceability or priority of the Senior Secured Notes Claims or any of the liens, mortgages,
assignments and other security interests granted pursuant to either of them, or otherwise affects the rights or Claims of the
Consenting Creditor Parties (other than as contemplated by this Agreement);


 




    	 	14	 



     


    

  


(iv)        except
as contemplated by the CHC Plan, sell or otherwise divest any of the CHC Parties’ of CHC Parties direct or indirect subsidiaries’
material assets other than in the ordinary course of business and consistent with past practice; provided, however, in
no event shall any of the CHC Parties sell or otherwise divest any individual asset with a value in excess of $15,000,000 without
the consent of the Requisite Plan Sponsors and the UCC; provided, further, however, notwithstanding the foregoing, the
consent of the Requisite Plan Sponsors and the UCC shall be required for the sale or divesture of any assets with an aggregate
value in excess of $45,000,000, whether in one transaction or a series of transactions;


 


(v)         change
their respective financial accounting or any material tax accounting methods, except insofar as may be required by a change in
generally accepted accounting principles in the U.S. or applicable jurisdiction, or applicable law or regulation, or revalue any
of its material assets, provided, that no consent by Milestone is necessary for actions specified in this clause (v);


 


(vi)        
enter into, adopt or materially amend any employment agreements or any management compensation or incentive plans, or increase
in any manner the compensation or benefits (including severance) of any director of the Company or any of the five highest compensated
officers of all of the CHC Parties (whether such compensation or benefits are provided by the Company and/or any of the other
CHC Parties), without the prior consent of the Requisite Plan Sponsors and the UCC, which consent shall not be unreasonably withheld,
provided, that no consent by Milestone is necessary for actions specified in this clause (vi);


 


(vii)       pay
any post-petition trade payable or other post-petition expense prior to the date such trade payable or expense is due and payable,
except to the extent authorized by this Agreement (including under the Term Sheets), order of the Bankruptcy Court or otherwise
in the ordinary course of business consistent with past practice;


 


(viii)      incur,
create, assume or suffer to exist any indebtedness or any guarantee of any indebtedness of any of the CHC Parties or the CHC Parties’
direct and indirect subsidiaries and affiliates, except (A) indebtedness and guarantees existing and outstanding as of September
1, 2016, (B) trade payables, and with liabilities arising and incurred in the ordinary course of business consistent past practice
and (C) intercompany indebtedness among the CHC Parties or the CHC Parties’ direct and indirect subsidiaries and affiliates,
consistent with their respective cash management systems;


 




    	 	15	 



     


    

  


(ix)         incur,
create, assume or suffer to exist, or permit any of the foregoing with respect to, any liens, or security interests upon any of
the properties, assets or revenues of the CHC Parties or the CHC Parties’ direct and indirect subsidiaries and affiliates,
except any liens or security interests arising by operation of law in the ordinary course of business and consistent with past
practice, and the CHC Parties shall take appropriate action necessary to oppose the incurrence, creation or assumption of any
such liens or security interests;


 


(x)          seek
or enter into any debtor-in-possession financing under section 364(d) of the Bankruptcy Code without the consent of the Requisite
Plan Sponsors and the UCC, each in their sole discretion, or use cash collateral other than pursuant to an applicable Interim
Cash Collateral Order or the Final Cash Collateral Order; or


 


(xi)         seek
to extend the CHC Parties’ exclusive time period to file and/or solicit acceptances of a plan of reorganization beyond April
19, 2017, without the consent of the Requisite Plan Sponsors, the UCC and Milestone, each in their sole discretion.


 


6.           Termination
of Agreement.


 


(a)          Plan
Sponsor Termination Events. Upon written notice from the Requisite Plan Sponsors delivered in accordance with Section 23
hereof (with a copy of such written notice delivered to all Parties), at any time (X) in the event a CHC Fiduciary Action
(as defined below) occurs (whether or not notice of such is provided) or (Y) the occurrence and during the continuance of any
of the following events, in each case, unless waived in writing by the Requisite Plan Sponsors, the Requisite Plan Sponsors may
terminate this Agreement with respect to all Parties, and no failure or delay by the Requisite Plan Sponsors in exercising their
right to terminate this Agreement shall operate as a waiver thereof or limit in any way such termination right:


 


(i)           the
breach (other than an immaterial breach) by the CHC Parties or the Milestone Parties of any of their obligations, representations,
warranties or covenants set forth in this Agreement or the failure of the CHC Parties or the Milestone Parties to act in a manner
materially consistent with this Agreement, which breach or failure to act remains uncured for a period of four (4) business days
after the receipt of written notice in accordance with Section 23 hereof of such breach from the Requisite Plan Sponsors,
other than with respect to any breach of the compliance with any of the milestones set forth in Section 6(a)(ii) and any
other breach that is uncurable, for which no notice or cure period shall be required or apply;


 


(ii)          upon
the failure of the CHC Parties to:


 


(A)         obtain
entry of the PSA Approval Order by the Bankruptcy Court as soon as reasonably practicable and in no event later than thirty-one
(31) days after the date of this Agreement;


 




    	 	16	 



     


    

  


(B)         file
the CHC Plan and CHC Disclosure Statement with the Bankruptcy Court by no later than November 4, 2016, which CHC Plan and CHC
Disclosure Statement shall be in all respects reasonably acceptable to the CHC Parties, the Requisite Plan Sponsors and the UCC;


 


(C)         [reserved];


 


(D)         obtain
entry of the CHC Disclosure Statement Order and the Rights Offering Order by the Bankruptcy Court no later than December 9, 2016,
which orders shall be reasonably acceptable to the CHC Parties, Plan Sponsors and the UCC;


 


(E)         commence
the Solicitation and Rights Offering no later than four (4) business days after both the entry of the CHC Disclosure Statement
Order and the order approving the Rights Offering Procedures by the Bankruptcy Court;


 


(F)         obtain
the entry by the Bankruptcy Court of the Final Cash Collateral Order by no later than October 18, 2016, which order is reasonably
acceptable in all respects to the CHC Parties, Plan Sponsors and the UCC; provided, however, if the Final Cash Collateral
Order is not entered by October 18, 2016, the CHC Parties, the Requisite Plan Sponsors and the UCC shall agree to a further Interim
Cash Collateral Order through November 3, 2016, and the Final Cash Collateral Order reasonably acceptable in all respects to the
CHC Parties, the Requisite Plan Sponsors and the UCC, shall be entered by no later than November 3, 2016;


 


(G)         obtain
the entry of a Final Order confirming the CHC Plan pursuant to section 1129 of the Bankruptcy Code (the “Confirmation
Order”) by no later than March 3, 2017, which CHC Plan and Confirmation Order are reasonably acceptable to the CHC Parties,
Plan Sponsors and the UCC; or


 


(H)         cause
the Effective Date to have occurred no later than thirty (30) days after the Bankruptcy Court’s entry of the Confirmation
Order;


 


(iii)         the
Bankruptcy Court denies the PSA Approval Motion;


 


(iv)         an
order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the CHC Plan or denying
approval of the CHC Disclosure Statement (unless, in either case, caused by a default of the Plan Sponsors of their obligations
hereunder, in which event the Plan Sponsors shall not have the right to terminate this Agreement under this clause (iv));


 




    	 	17	 



     


    

  


(v)         the
issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling,
judgment or order enjoining the consummation of a material portion of the Restructuring and such ruling or order is not vacated
within fourteen (14) days;


 


(vi)        the
Bankruptcy Court having entered an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting
any of the CHC Cases (except for a CHC Case of an immaterial direct or indirect subsidiary of the Company) to a case under chapter
7 of the Bankruptcy Code, (C) dismissing any of the CHC Cases, or (D) vacating, extending, terminating, amending or modifying
in any material respect the Cash Collateral Orders without the consent of the Requisite Plan Sponsors in accordance with their
approval rights under Section 2(b);


 


(vii)       upon
the CHC Parties filing any motion or other request for relief seeking to (A) appoint an examiner with expanded powers or a trustee,
(B) convert any of the CHC Cases to a case under chapter 7 of the Bankruptcy Code or (C) dismiss any of the CHC Cases;


 


(viii)      upon
the withdrawal, waiver, amendment or modification by the CHC Parties of the CHC Plan or any of the other Restructuring Documents
or the filing of a pleading or notice seeking to withdraw, waive, amend or modify any term or condition of the CHC Plan or any
of the other Restructuring Documents, which withdrawal, waiver, amendment, modification or filing is not acceptable to the Requisite
Plan Sponsors in accordance with their approval rights under Section 2(b);


 


(ix)         the
CHC Parties take any action or file any Restructuring Document with the Bankruptcy Court (including any modifications or amendments
thereof) that has not received the requisite approval of the Requisite Plan Sponsors under Section 2(b);


 


(x)          the
CHC Parties file, propose or otherwise support any plan of liquidation, asset sale or a plan of reorganization other than the
CHC Plan;


 


(xi)         the
Bankruptcy Court grants relief that is inconsistent with this Agreement in any material respect, including confirmation of an
Alternative Transaction;


 


(xii)        the
Bankruptcy Court grants relief terminating, annulling or modifying the automatic stay (as set forth in section 362 of the Bankruptcy
Code) with regard to any assets of the CHC Parties having an aggregate fair market value in excess of $15,000,000;


 


(xiii)       following
the date of this Agreement, the CHC Parties experience any circumstance, change, effect, event, occurrence, state of facts or
development, either alone or in combination that has had, or is reasonably likely to have a Material Adverse Effect;


 




    	 	18	 



     


    

  


(xiv)      the
termination of the (A) Backstop Agreement or (B) consensual use of cash collateral under the Final Cash Collateral Order;


 


(xv)       the
termination of any commitment or agreement to provide the PK Financing or the ABL Financing (if applicable) to the CHC Parties,
or the failure to consummate the transaction contemplated by the Milestone Term Sheet and the Milestone Documents, pursuant to
any of the documents related to any such commitment or agreement;


 


(xvi)      the
CHC Parties fail to timely pay the fees and expenses of the Plan Sponsors as set forth in Section 12 of this Agreement;


 


(xvii)     the
entry of an order by any court of competent jurisdiction invalidating, disallowing, subordinating or limiting, in any material
respect, as applicable, the enforceability, priority or validity of the Senior Secured Notes Claims and the liens and security
interests securing such claims;


 


(xviii)    if,
other than any voluntary petition, insolvency or bankruptcy proceeding in Canada or the Cayman Islands, the detailed terms of
which have been disclosed by the CHC Parties to the Plan Sponsors and the UCC (in the case of the UCC, subject to appropriate
confidentiality restrictions) on or prior to the date of this Agreement (the “Foreign Proceedings Plan”), which
proceedings in Canada and the Cayman Islands shall require the consent of the Requisite Plan Sponsors and UCC to be modified in
a manner inconsistent with the Foreign Proceedings Plan, (i) an involuntary petition is filed seeking bankruptcy, winding up,
dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of (A) any CHC Party, other than
an immaterial CHC Party, under any foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter
in effect or (B) any non-CHC Party subsidiary, other than an immaterial direct or indirect subsidiary of the CHC Parties, under
any federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereinafter in effect,
and such involuntary proceeding is not dismissed within a period of thirty (30) days after the filing thereof or a court grants
the relief sought in such involuntary proceeding; or (ii) a voluntary petition is filed seeking bankruptcy, winding up, dissolution,
liquidation, administration, moratorium, reorganization or other relief under any foreign bankruptcy, insolvency, administrative
receivership or similar law now or hereafter in effect in respect of any CHC Party without the joint agreement of the CHC Parties,
the Requisite Plan Sponsors and the UCC;


 


(xix)       the
failure of the CHC Parties to maintain, or be reasonably projected to have, unrestricted cash liquidity (i.e., cash, cash equivalents
and unrestricted availability under any financing arrangement for general working capital purposes) as of the Effective Date (but
without regard to proceeds from the Rights Offering) in the amount set forth on Schedule 6(a)(xix) (after accounting for
payments to be made in connection with the Effective Date), or such lesser amount as reasonably determined by the CHC Parties,
the Requisite Plan Sponsors and the UCC; or


 




    	 	19	 



     


    

  


(xx)        the
termination of this Agreement by (A) the CHC Parties to the extent it terminates this Agreement with respect to any Party, and
not all Parties, as set forth in Section 6(e) or (B) Milestone Parties with respect to itself pursuant to Section 6(c).


 


(b)           UCC
Termination Events. Upon written notice from the UCC delivered in accordance with Section 23 hereof (with a copy of
such written notice delivered to all Parties), at any time (X) in the event a CHC Fiduciary Action occurs (whether or not notice
of such is provided) or (Y) the occurrence and during the continuance of any of the following events, in each case, unless waived
in writing by the UCC, the UCC may terminate this Agreement with respect to itself, and no failure or delay by the UCC in exercising
its right to terminate this Agreement as to itself shall operate as a waiver thereof or limit in any way such termination right:


 


(i)          the
breach (other than an immaterial breach) by the CHC Parties, the Milestone Parties, or the Plan Sponsors of any of their obligations,
representations, warranties or covenants set forth in this Agreement or the failure of the CHC Parties, the Milestone Parties,
or the Plan Sponsors to act in a manner materially consistent with this Agreement, which breach or failure to act remains uncured
for a period of four (4) business days after the receipt of written notice in accordance with Section 23 hereof of such
breach from the UCC, other than with respect to the breach of the compliance with any of the milestones set forth in Section
6(b)(ii) and any other breach that is uncurable, for which no notice or cure period shall be required or apply; provided
that for there to be a material breach by the Plan Sponsors, the breach must have been made by Plan Sponsors holding or representing
a principal amount of Senior Secured Notes Claims, such that the remaining Consenting Creditor Parties (excluding the breaching
Plan Sponsors) hold less than 40% in amount of total outstanding Senior Secured Notes Claims;


 


(ii)         upon
the failure of the CHC Parties to satisfy the milestones set forth in Subsections (A), (G) and (H) of Section 6(a)(ii)
hereof;


 


(iii)        the
Bankruptcy Court denies the PSA Approval Motion;


 


(iv)        an
order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the CHC Plan or denying
approval of the CHC Disclosure Statement (unless, in either case, caused by a default of the UCC of its obligations hereunder,
in which event the UCC shall not have the right to terminate this Agreement under this clause (iv));


 


(v)         the
issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling,
judgment or order enjoining the consummation of a material portion of the Restructuring and such ruling or order is not vacated
within fourteen (14) days;


 




    	 	20	 



     


    

  


(vi)        the
Bankruptcy Court having entered an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting
any of the CHC Cases (except for a CHC Case of an immaterial direct or indirect subsidiary of the Company) to a case under chapter
7 of the Bankruptcy Code, (C) dismissing any of the CHC Cases (except for a CHC Case of an immaterial direct or indirect subsidiary
of the Company), or (D) vacating, extending, terminating, amending or modifying in any material respect the Cash Collateral Orders
without the consent of the UCC in accordance with its approval rights under Section 2(b);


 


(vii)       upon
the CHC Parties filing any motion or other request for relief seeking to (A) appoint an examiner with expanded powers or a trustee,
(B) convert any of the CHC Cases (except for a CHC Case of an immaterial direct or indirect subsidiary of the Company) to a case
under chapter 7 of the Bankruptcy Code or (C) dismiss any of the CHC cases;


 


(viii)      upon
the withdrawal, waiver, amendment or modification by the CHC Parties of the CHC Plan or any of the other Restructuring Documents
or the filing of a pleading or notice seeking to withdraw, waive, amend or modify any term or condition of the CHC Plan or any
of the other Restructuring Documents, which withdrawal, waiver, amendment, modification or filing is not acceptable to the UCC
in accordance with its approval rights under Section 2(b);


 


(ix)         the
CHC Parties take any action or file any Restructuring Document with the Bankruptcy Court (including any modifications or amendments
thereof) that has not received the requisite approval of the UCC under Section 2(b);


 


(x)          the
CHC Parties file, propose or otherwise support any plan of liquidation, asset sale or a plan of reorganization other than the
CHC Plan;


 


(xi)         the
Bankruptcy Court grants relief that is inconsistent with this Agreement in any material respect, including confirmation of an
Alternative Transaction;


 


(xii)        the
termination of the (A) Backstop Agreement or (B) consensual use of cash collateral under the Final Cash Collateral Order;


 


(xiii)       if,
other than any voluntary petition, insolvency or bankruptcy proceeding in Canada or the Cayman Islands, the detailed terms of
which have been disclosed by the CHC Parties to the Plan Sponsors and the UCC (in the case of the UCC, subject to appropriate
confidentiality restrictions) on or prior to the date of this Agreement (the “Foreign Proceedings Plan”), which
proceedings in Canada and the Cayman Islands shall require the consent of the Requisite Plan Sponsors and the UCC to be modified
in a manner inconsistent with the Foreign Proceedings Plan, or a voluntary petition is filed seeking bankruptcy, winding up, dissolution,
liquidation, administration, moratorium, reorganization or other relief under any foreign bankruptcy, insolvency, administrative
receivership or similar law not or hereafter in effect in respect of any CHC Party without the joint agreement of the CHC Parties,
the Requisite Plan Sponsors and the UCC;


 




    	 	21	 



     


    

  


(xiv)      the
termination of this Agreement by (A) the CHC Parties to the extent they terminate this Agreement with respect to all Plan Sponsors
or (B) the Plan Sponsors to the extent they terminate this Agreement with respect to the CHC Parties; or


 


(xv)       the
election by the UCC to terminate this Agreement with respect to itself in connection with a UCC Fiduciary Action upon two (2)
business days prior written notice to the CHC Parties and the other Consenting Creditor Parties in accordance with Section
23.


 


(c)          Milestone
Parties Termination Events. Upon written notice from Milestone delivered in accordance with Section 23 hereof (with
a copy of such written notice delivered to all Parties), at any time (X) in the event a CHC Fiduciary Action occurs (whether or
not notice of such is provided) or (Y) the occurrence and during the continuance of any of the following events, in each case,
unless waived in writing by Milestone, Milestone, may terminate this Agreement with respect to all Milestone Parties, and no failure
or delay by Milestone in exercising its right to terminate this Agreement shall operate as a waiver thereof or limit in any way
such termination right:


 


(i)          the
breach (other than an immaterial breach) by the CHC Parties, or the Plan Sponsors of any of their obligations, representations,
warranties or covenants set forth in this Agreement or the failure of the CHC Parties or the Plan Sponsors to act in a manner
materially consistent with this Agreement, which breach or failure to act (X) materially, adversely and directly impacts the Milestone
Parties’ rights under this Agreement (including the Milestone Term Sheet) or the Milestone Documents and (Y) remains uncured
for a period of four (4) business days after the receipt of written notice in accordance with Section 23 hereof of such
breach from such Party, other than with respect to any breach of the compliance with any of the milestones set forth in Section
6(c)(iii) and any other breach that is uncurable, for which no notice or cure period shall be required or apply;


 


(ii)         the
issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling,
judgment or order enjoining the consummation of a material portion of the Restructuring and such ruling or order is not vacated
within fourteen (14) days;


 


(iii)        upon
the failure of the CHC Parties to satisfy any of the milestones set forth in Subsections (A), (G) or (H) of Section 6(a)(ii)
hereof;


 


(iv)        the
Bankruptcy Court denies the PSA Approval Motion, or the PSA Approval Order entered by the Bankruptcy Court or a court of competent
jurisdiction is not in form and substance reasonably acceptable to the Milestone Parties;


 




    	 	22	 



     


    

  


(v)         an
order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the CHC Plan or denying
approval of the CHC Disclosure Statement (unless, in either case, caused by a default of the Milestone Parties of its obligations
hereunder, in which event Milestone shall not have the right to terminate this Agreement under this clause (v));


 


(vi)        
a Fleet Event of Default (as defined in the Milestone Term Sheet) has occurred;


 


(vii)       the
CHC Plan or any of the other Restructuring Documents are amended or otherwise modified so as to materially, adversely, disproportionately
and directly impact the Milestone Parties’ rights under this Agreement (including the Milestone Term Sheet) or the Milestone
Documents or with respect to the treatment of any Claim of the Milestone Parties;


 


(viii)      the
CHC Parties take any action or file any Restructuring Document with the Bankruptcy Court (including any modifications or amendments
thereof) that has not received the requisite approvals of the Milestone Parties, as applicable, under Section 2(b), to
the extent such approval is required;


 


(ix)         the
CHC Parties fail to timely pay the fees and expenses of the Milestone Parties as set forth in Section 12 of this Agreement or
in the Milestone Term Sheet; or


 


(x)          the
termination of this Agreement by (A) the CHC Parties to the extent they terminate this Agreement with respect to all Plan Sponsors
or (B) the Plan Sponsors to the extent they terminate this Agreement with respect to the CHC Parties


 


(d)          Individual
Creditor Parties Termination Events. Upon written notice from an Individual Creditor Party delivered in accordance with Section
23 hereof (with a copy of such written notice delivered to all Parties), at any time (X) in the event a CHC Fiduciary Action
occurs (whether or not notice of such is provided) or (Y) the occurrence and during the continuance of any of the following events,
in each case, unless waived in writing by an Individual Creditor Party, an Individual Creditor Party may terminate this Agreement
with respect to itself, and no failure or delay by an Individual Creditor Party in exercising its right to terminate this Agreement
shall operate as a waiver thereof or limit in any way such termination right:


 




    	 	23	 



     


    

  


(i)          the
breach (other than an immaterial breach) by the CHC Parties, or the Plan Sponsors of any of their obligations, representations,
warranties or covenants set forth in this Agreement or the failure of the CHC Parties or the Plan Sponsors to act in a manner
materially consistent with this Agreement, which breach or failure to act (X) materially, adversely and directly impacts such
Party’s rights under this Agreement and (Y) remains uncured for a period of four (4) business days after the receipt of
written notice in accordance with Section 23 hereof of such breach from such Party, other than respect to any breach of
the compliance with any of the milestones set forth in Section 6(d)(iii) and any other breach that is uncurable, for which
no notice or cure period shall be required or apply;


 


(ii)         the
issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling,
judgment or order enjoining the consummation of a material portion of the Restructuring and such ruling or order is not vacated
within fourteen (14) days;


 


(iii)        upon
the failure of the CHC Parties to satisfy any of the milestones set forth in Subsections (A), (G) or (H) of Section 6(a)(ii)
hereof;


 


(iv)        an
order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the CHC Plan or denying
approval of the CHC Disclosure Statement (unless, in either case, caused by a default of the Individual Creditor Parties of its
obligations hereunder, in which event the Individual Creditor Parties shall not have the right due to its own breach to terminate
this Agreement under this clause (iv));


 


(v)         the
CHC Plan or any of the other Restructuring Documents are amended or otherwise modified so as to materially, adversely, disproportionately
and directly impact the Individual Creditor Parties’ (A) rights under this Agreement or with respect to the treatment of
any Senior Unsecured Notes Claim or (B) rights or obligations as Backstop Parties (and in a manner that is disproportionate relative
to the rights and obligations of the Plan Sponsors in their capacity as Backstop Parties only);


 


(vi)        the
CHC Parties take any action or file any Restructuring Document with the Bankruptcy Court (including any modifications or amendments
thereof) that has not received the requisite approvals of the Individual Creditor Parties under Section 2(b), to the extent
such approval is required;


 


(vii)       with
respect to the Individual Creditor Parties, the CHC Parties fail to timely pay the fees and expenses as set forth in Section
12 of this Agreement;


 


(viii)      the
termination of this Agreement by (A) the CHC Parties to the extent they terminate this Agreement with respect to all Plan Sponsors
or (B) the Plan Sponsors to the extent they terminate this Agreement with respect to the CHC Parties; or


 




    	 	24	 



     


    

  


(ix)         with
respect to the Individual Creditor Parties, the entry of an order by any court of competent jurisdiction disallowing, subordinating
or limiting in any material respect, as applicable, the enforceability, priority or validity of the Unsecured Notes Claims.


 


(e)          CHC
Party Termination Events. The CHC Parties may terminate this Agreement immediately as to (1) an individual Plan Sponsor in
connection with a breach by such Plan Sponsor as set forth in clause (i) below, upon written notice delivered in accordance with
Section 23 hereof or (2) all Parties (or, only if consented to in writing by the Requisite Plan Sponsors, solely as to
any of the Milestone Parties, Individual Creditor Parties or the UCC, individually, and not as to all Parties, in connection with
a breach by such Party as set forth in clause (i) below), upon written notice delivered in accordance with Section 23 hereof
upon the occurrence and during the continuance of any of the following events, in each case unless waived in writing by the CHC
Parties:


 


(i)          a
breach (other than an immaterial breach) by the relevant Consenting Creditor Parties (including, for the avoidance of doubt, an
individual Plan Sponsor) of their obligations, covenants, representations or warranties set forth in this Agreement or the failure
of the Consenting Creditor Parties to act in a manner materially consistent with this Agreement, which breach or failure to act
remains uncured for a period of four (4) business days after the receipt of written notice in accordance with Section 23
hereof from the CHC Parties; provided, however, that the CHC Parties may only terminate this Agreement as to any
of the Individual Creditor Parties individually and not as to all Parties for a breach as described in the immediately preceding
clause; and provided that for there to be a material breach by the Plan Sponsors (taken as a whole) (which, for the avoidance
of doubt, shall permit the CHC Parties to terminate this Agreement as to all Parties), the breach must have been made by Plan
Sponsors holding or representing a principal amount of Senior Secured Notes Claims, such that the remaining Consenting Creditor
Parties (excluding the breaching Plan Sponsors) hold less than 40% in amount of total outstanding Senior Secured Notes Claims;


 


(ii)         the
Bankruptcy Court denies the PSA Approval Motion;


 


(iii)        the
termination of the Backstop Agreement;


 


(iv)        an
order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the CHC Plan or denying
approval of the CHC Disclosure Statement (unless, in either case, caused by a default of the CHC Parties of their obligations
hereunder, in which event the CHC Parties shall not have the right to terminate this Agreement under this clause (iv));


 


(v)         the
issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling,
judgment, or order enjoining the consummation of a material portion of the Restructuring and such ruling or order is not vacated
within fourteen (14) days;


 




    	 	25	 



     


    

  


(vi)        the
election by the CHC Parties to terminate this Agreement in connection with a CHC Fiduciary Action upon two (2) business days prior
written notice to the Consenting Creditor Parties in accordance with Section 23;


 


(vii)       if
the Confirmation Order is not entered by no later than March 17, 2017, which CHC Plan and Confirmation Order are reasonably acceptable
to the CHC Parties, Requisite Plan Sponsors and UCC;


 


(viii)      if
the Effective Date has not occurred no later than 31 days after the Bankruptcy Court’s entry of the Confirmation Order;


 


(ix)         the
Bankruptcy Court having entered an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting
any of the CHC Cases (except for a CHC Case of an immaterial direct or indirect subsidiary of the Company) to a case under chapter
7 of the Bankruptcy Code or (C) dismissing any of the CHC Cases; or


 


(x)          an
order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the CHC Plan or denying
approval of the CHC Disclosure Statement (unless, in either case, caused by a default of the CHC Parties of their obligations
hereunder, in which event the CHC Parties shall not have the right to terminate this Agreement under this clause (x)).


 


(f)          Mutual
Termination. This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual written agreement among
the CHC Parties, the Requisite Plan Sponsors and the UCC; provided, however, that notice of such termination is
provided within two (2) business days to each of the Consenting Creditor Parties in accordance with Section 23 or a transferee
or assignee thereof, to the address listed on the applicable Joinder Agreement.


 


(g)          Termination
Upon Effective Date. This Agreement shall automatically terminate with respect to all Parties without any further required
action or notice on the Effective Date.


 


(h)          Effect
of Termination.


 


(i)          Subject
to the provisions contained in Section 16, upon the termination of this Agreement in accordance with this Section 6,
this Agreement (other than the Milestone Term Sheet and Milestone Documents) shall become void and of no further force or effect
with respect to such Parties whose rights and obligations have been terminated hereunder and such Parties shall, except as otherwise
provided in this Agreement, be immediately released from their respective liabilities, obligations, commitments, undertakings
and agreements under or related to this Agreement, shall have no further rights, benefits or privileges hereunder, and shall have
all the rights and remedies that they would have had and shall be entitled to take all actions, whether with respect to the Restructuring
or otherwise, that they would have been entitled to take had such Parties not entered into this Agreement and no such rights or
remedies shall be deemed waived pursuant to a claim of laches or estoppel; provided that in no event shall any such termination
relieve a Party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination.


 




    	 	26	 



     


    

  


(ii)         The
termination of this Agreement shall cause there to be an Event of Default (as such term is defined in the Final Cash Collateral
Order) under the Final Cash Collateral Order, provided, however, that the CHC Parties’ right to use Cash Collateral
(as such term is defined in the Final Cash Collateral Order) under the Final Cash Collateral Order shall terminate fourteen (14)
days following the occurrence of such Event of Default.


 


(i)          Automatic
Stay. The CHC Parties acknowledge that the giving of notice of termination by any Party pursuant to this Agreement shall not
be a violation of the automatic stay of section 362 of the Bankruptcy Code; provided that nothing herein shall prejudice
any Party’s rights to argue that the giving of notice of termination was not proper under the terms of this Agreement.


 


7.           Restructuring
Documents; Good Faith Cooperation; Further Assurances.


 


(a)          Each
Party hereby covenants and agrees to cooperate with the other Parties in good faith and shall coordinate their activities (to
the extent practicable and subject to the terms hereof) with respect to, (i) all matters relating to their rights hereunder; (ii)
all matters concerning the implementation of the Term Sheets and the Restructuring; (iii) the pursuit, approval and support of
the Restructuring (including confirmation of the CHC Plan); and (iv) the negotiation, drafting, execution and delivery of the
CHC Plan, the CHC Disclosure Statement and the other Restructuring Documents subject to the applicable approval rights of the
Parties under Section 2(b). Furthermore, subject to the terms hereof, each of the Parties shall take such action as may
be reasonably necessary or appropriate or reasonably requested by the other Parties to carry out the purposes and intent of this
Agreement, or to effectuate the Solicitation of the CHC Plan and/or the Restructuring, including making and filing any required
regulatory filings, executing and delivering any other agreements or instruments, and voting any Claims against or interests in
the CHC Parties in favor of the CHC Plan, and shall refrain from taking any action that would frustrate the purposes and intent
of this Agreement.


 


(b)          To
the extent that the CHC Parties and Plan Sponsors, in consultation with the UCC and Milestone, seek to obtain a new asset based
lending facility or any other type of financing to assist in the purchase of aircraft or provide working capital pursuant to an
agreement to be entered into and effective on the Effective Date (other than the PK Financing), such financing facility and all
related agreements and other documents related thereto shall be considered to be “Restructuring Documents” for purposes
of this Agreement and shall in all respects be reasonably acceptable to the CHC Parties, the Requisite Plan Sponsors and the UCC.


 




    	 	27	 



     


    

  


8.           Representations
and Warranties.


 


(a)          Each
Party, severally (and not jointly and severally), represents and warrants to the other Parties that the following statements are
true, correct and complete as of the date hereof (or as of the date a Consenting Creditor Party becomes a party hereto):


 


(i)          Such
Party is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all
requisite corporate, partnership, limited liability company or similar authority to enter into this Agreement and carry out the
transactions contemplated hereby and the CHC Plan and perform its obligations contemplated hereunder and the CHC Plan. The execution
and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all
necessary corporate, limited liability company, partnership or other similar action on its part.


 


(ii)         The
execution, delivery and performance by such Party of this Agreement does not and will not (A) violate any provision of law, rule
or regulation applicable to it or its charter or bylaws (or other similar governing documents) (with respect to CHC Parties, subject
to the receipt of Bankruptcy Court Approval), and with respect to the CHC Parties, or those of any of the CHC Parties’ direct
or indirect material subsidiaries, or (B) with respect to the CHC Parties, conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any material contractual obligation to which any of the CHC Parties
or CHC Parties’ direct or indirect material subsidiaries is a party or to which any the CHC Parties’ or the CHC Parties’
direct or indirect material subsidiaries’ assets are bound.


 


(iii)        Subject
to the provisions of sections 1125 and 1126 of the Bankruptcy Code, this Agreement is the legally valid and binding obligation
of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles
relating to enforceability.


 


(iv)        The
execution, delivery and performance by such Party of this Agreement does not and will not require any registration or filing with,
consent or approval of, or notice to, or other action, with or by, any federal, state or other domestic or any foreign governmental
authority or regulatory body, except such filings as may be necessary or required by the rules and regulations promulgated by
the SEC and the Bankruptcy Court.


 


(b)          The
Milestone Parties jointly and severally represent and warrant to the CHC Parties that, as of the date hereof, such Milestone Party,
or a Milestone Trustee acting on its behalf, (i) is party to the Milestone Leases set forth under its name on Exhibit C
hereto and (ii) has not transferred or assigned any of its rights or obligations under the Milestone Leases or in any other Milestone
Party.


 




    	 	28	 



     


    

  


(c)          Each
of the Milestone Parties, jointly and severally, represents and warrants to the CHC Parties that, as of the date hereof, such
Milestone Party has, with respect to any claims that it may have, directly or indirectly through a Milestone Trustee acting on
its behalf, under the applicable Milestone Leases, (A) sole voting and other discretion with respect thereto, (B) full power
and authority to vote on and consent to matters concerning such Milestone Leases and (C) full power and authority to bind and
act as a party under such Milestone Leases.


 


(d)          Each
of the Milestone Parties, jointly and severally, represents and warrants to the CHC Parties that, as of the date hereof, such
Milestone Party has all necessary authority to execute, vote on, consent, bind and act as a party to matters concerning such Milestone
Leases, or to cause such actions to be done by a Milestone Trustee on its behalf.


 


(e)          Each
of the Consenting Creditor Parties (other than the UCC and the Milestone Parties) severally (and not jointly and severally) represents
and warrants to the CHC Parties that, as of the date hereof (or as of the date such Consenting Creditor Party becomes a party
hereto), such Consenting Creditor Party, (i) is the owner of the Claims (including any Loans) set forth below its name on the
signature page hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Creditor Party that becomes
a party hereto after the date hereof), and/or (ii) has, with respect to the beneficial owner(s) of such Claims, (A) sole investment
or voting discretion with respect to such Claims, (B) full power and authority to vote on and consent to matters concerning
such Claims or to exchange, assign and Transfer such Claims and (C) full power and authority to bind or act on the behalf of,
such beneficial owner(s) and (iii) if such Consenting Creditor Party is a Plan Sponsor, Individual Creditor Party (or is an Additional
Consenting Party that beneficially owns Secured Notes Claims or Unsecured Notes Claims), is an “accredited investor”
as defined in Rule 501(a) under the Securities Act of 1933, as amended, and has such knowledge and experience in financial and
business matters of this type and is capable of evaluating the merits and risks of entering into this Agreement and of making
an informed investment decision, and has conducted an independent review and analysis of the business and affairs of the CHC Parties
that it considers sufficient and reasonable for purposes of entering into this Agreement. Except for such Claims set forth on
its signature page, such Consenting Creditor Party does not own or, with respect to any beneficial owners thereof, have any voting,
investment or other power, with respect to any other Claims against any CHC Parties.


 




    	 	29	 



     


    

  


9.           Disclosure;
Publicity. The CHC Parties shall not (a) use the name of any Consenting Creditor Party in any press release without such
Consenting Creditor Party’s prior written consent or (b) except as required by applicable law, disclose to any person, other
than legal, accounting, financial and other advisors to the CHC Parties, and on a professionals’ eyes only basis, such advisors
to the UCC, on a “need-to-know” basis, subject to any confidentiality agreements between the Company and any Consenting
Creditor Party (including all confidentiality obligations under the Milestone Term Sheet and, if applicable, any confidentiality
obligations under the Revolving Credit Agreement), the principal amount or percentage of its Claims held by any Consenting Creditor
Party or any of its respective subsidiaries or affiliates, and the CHC Parties acknowledge and agree that they may not disclose
such information provided by a Consenting Creditor Party contained on the signature pages of this Agreement or any Joinder Agreement
with any other Consenting Creditor Party, and further agrees that it shall redact such information from the applicable signature
pages before filing any pleading with the Bankruptcy Court (provided that the holdings disclosed in such signature pages may be
filed in unredacted form with the Bankruptcy Court under seal); provided, however, (i) that the CHC Parties shall
be permitted to disclose the aggregate principal amount of, and aggregate percentage of, the Claims held by the Creditor Parties
collectively, (ii) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing CHC Party
shall afford the relevant Consenting Creditor Party a reasonable opportunity to review and comment in advance of such disclosure
and shall take all reasonable measures to limit such disclosure and (iii) a CHC Party may disclose information requested by a
regulatory authority with jurisdiction over its operations to such authority without limitation or prior notice to any Consenting
Creditor Party or other person or entity. Notwithstanding the foregoing, the Consenting Creditor Parties consent to the disclosure
of the execution and contents of this Agreement by the CHC Parties in the CHC Plan, CHC Disclosure Statement, the other Restructuring
Documents, and any filings by the CHC Parties with the Bankruptcy Court or the SEC or as required by law or regulation of the
execution, terms and contents of this Agreement; provided that signature pages and the information contained in the signature
pages to this Agreement or any Joinder Agreement may not be included in such disclosure, except as required by applicable law.
At least two (2) business days prior to any disclosure, the CHC Parties will submit to Akin Gump and Kramer Levin all press releases,
public documents and public filings (including filings with the SEC) related to this Agreement or the transactions contemplated
hereby, and any amendments thereof for review by and consultation with the Requisite Plan Sponsors and the UCC, and the CHC Parties
will consider in good faith any comments the Requisite Plan Sponsors or the UCC has to any such documents. Nothing contained herein
shall be deemed to waive, amend or modify the terms of any confidentiality agreements between the Company and any of the Consenting
Creditor Parties (including all confidentiality obligations under the Milestone Term Sheet and, if applicable, any confidentiality
obligations under the Revolving Credit Agreement). Notwithstanding the provisions in this Section 9, any CHC Party may
disclose, to the extent consented to in writing by a Consenting Creditor Party, such Consenting Creditor Party’s individual
holdings.


 


10.          Amendments
and Waivers. This Agreement may be modified, amended or supplemented, and any terms may be waived, only upon written approval
of the CHC Parties, the Requisite Plan Sponsors and the UCC, and, solely to the extent such modification, amendment, supplement
or waiver materially, adversely, disproportionately and directly impacts (x) the treatment of any Claims of the Individual Creditor
Parties or the Milestone Parties, held directly or indirectly through the Milestone Trustees acting on its behalf, (y) the rights
or obligations of the Individual Creditor Parties or the Milestone Parties hereunder or (z) the terms of the Milestone Term Sheet
and Milestone Documents with respect to the Milestone Parties, upon written approval of the Individual Creditor Parties or the
Milestone Parties, to the extent applicable to such Party; provided that if the modification, amendment, supplement or
waiver at issue materially, adversely and directly impacts the treatment or rights of any Plan Sponsor differently than any other
Plan Sponsor other than as set forth in this Agreement, the agreement in writing of such Plan Sponsor shall also be required for
such modification, amendment, supplement or waiver to be effective. Any modification, amendment, supplement or waiver made in
compliance with this Section 10 shall be binding on all Parties, regardless of whether a particular Party has executed
or consented to such modification, amendment, supplement or waiver. Notwithstanding anything to the contrary herein, the Milestone
Term Sheet and the Milestone Documents may not be modified, amended, or supplemented, nor may any terms therein be waived, without
the express written consent of the Milestone Parties.


 




    	 	30	 



     


    

  


11.          Effectiveness.
This Agreement shall become effective and binding upon each Party upon the execution and delivery by all Parties of an executed
signature page hereto and upon the execution of the Backstop Agreement by all parties thereto (such date, the “Support
Effective Date”); provided that this Agreement shall only become effective and binding on the CHC Parties upon
entry by the Bankruptcy Court of the PSA Approval Order except for the provisions of Section 5(a)(ii)(F) and Section
5(b)(ii), each of which shall become effective upon the execution of this Agreement by all Parties hereto. Without limiting
the requirements set forth in Section 9, signature pages executed by the Consenting Creditor Parties shall be delivered
to (i) other Consenting Creditor Parties in a redacted form that removes such Consenting Creditor Party’s holdings of Claims
and (ii) the CHC Parties, Weil, the CHC Parties’ other advisors, Kramer Levin and the UCC’s other advisors, and Akin
Gump and the other advisors of the Plan Sponsors in an unredacted form (to be held by Weil and such other chapter 11 advisors,
as well as Kramer Levin and the other UCC advisors, and Akin Gump and the other advisors of the Plan Sponsors, on a professionals’
eyes only basis). The “Support Period” means the period commencing on the Support Effective Date in accordance
with this Section 11 and ending on the earlier of (i) the Effective Date and (ii) the date on which this Agreement is terminated
in accordance with Section 6.


 


12.          Restructuring
Fees and Expenses. The CHC Parties shall pay all reasonable and documented fees, costs and expenses of the Plan Sponsors,
the Individual Creditor Parties (up to a maximum aggregate amount of $150,000 for any and all reasonable and documented fees,
costs and expenses, whether incurred by the Individual Creditor Parties directly or by any of its or their counsel, financial
advisors, consultants or other professionals), Akin Gump, Walkers, Houlihan Lokey Capital, Inc., Norton Rose Fulbright LLP, Alvarez
& Marsal and any other counsel, financial advisors, consultants and other professionals of such parties retained with the
reasonable consent of the Company, which, for the avoidance of doubt shall include such other advisors retained by the Plan Sponsors
and counsel to the Secured Notes Trustee, whenever incurred or invoiced (the “Restructuring Expenses”), on
a regular and continuing basis, within two (2) business days following fifteen (15) days after delivery of an invoice to the CHC
Parties and the UCC (redacted for privilege and work product), each in accordance with the agreements between the CHC Parties
and the applicable firm, without any requirement for Bankruptcy Court review or further Bankruptcy Court order. The CHC Parties
and the UCC shall have ten (10) days following their receipt of any invoices to review and object to the reasonableness of the
fees and expenses included in such invoice. If any such objection is not resolved within ten (10) days after such objection is
interposed, a hearing with respect thereto shall be conducted at a regularly scheduled omnibus hearing in the CHC Cases, provided,
that the CHC Parties shall pay any undisputed portion of such fees, costs, and expenses on the first Thursday following fifteen
(15) days after the initial presentment of such invoices. To the extent not previously paid pursuant to the Cash Collateral Orders
or the PSA Approval Order, the CHC Parties shall pay all accrued and unpaid Restructuring Expenses, including estimated amounts,
through the Effective Date on the Effective Date in cash. Restructuring Expenses invoiced after the Effective Date shall be paid
promptly by the reorganized CHC Parties following receipt of invoices therefor. The CHC Parties shall pay the fees, costs and
expenses of the Milestone Parties pursuant to the terms set forth in the Milestone Term Sheet.


 




    	 	31	 



     


    

  


13.          Fiduciary
Duties; Relationship Among Parties.


 


(a)          It
is understood and agreed that none of the Consenting Creditor Parties has any duty of trust or confidence in any form with any
other Consenting Creditor Party, the CHC Parties, the CHC Parties’ direct and indirect subsidiaries and affiliates, or any
of the CHC Parties’ creditors or other stakeholders and, except as expressly provided in this Agreement, there are no agreements,
commitments or undertakings by, among or between any of them. For the avoidance of doubt, the foregoing sentence does not include
any fiduciary obligations owed by the UCC (or its members) to members of the UCC or holders of General Unsecured Claims under
the Bankruptcy Code and applicable law. It is understood and agreed that any Consenting Creditor Party may trade in the Secured
Notes, the Unsecured Notes, the Loans and in other debt or equity securities of the CHC Parties, as applicable, without the consent
of any of the CHC Parties or any other Consenting Creditor Party, subject to applicable securities laws, the terms of such debt
and equity securities and the terms of this Agreement. No prior history, pattern or practice of sharing confidences among or between
any of the Consenting Creditor Parties shall in any way affect or negate this understanding and agreement. The Parties have no
agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting or disposing
of any equity securities of the Company and do not constitute a “group” within the meaning of Rule 13d-5 under the
Securities Exchange Act of 1934, as amended.


 


(b)          The
CHC Parties and the UCC shall notify the Consenting Creditor Parties in writing as promptly as practicable and in no event more
than two (2) business days after receipt by the CHC Parties or the UCC or its or their representatives or agents, as applicable,
of any proposal or offer from any person or entity to effect a restructuring of the CHC Parties, any Alternative Transaction or
a transaction in conflict with the Restructuring or any request for confidential information relating to the CHC Parties, which
notice, subject to confidentiality obligations shall indicate the identity of the person or entity making the proposal, offer
or request. The CHC Parties and the UCC shall additionally, subject to confidentiality obligations provide copies of such written
proposals or offers received by any of the CHC Parties or the UCC, as applicable, as promptly as practicable and in no event more
than two (2) business days after receipt by the CHC Parties or the UCC or its or their representatives or agents.


 


(c)          Notwithstanding
anything to the contrary herein, including Section 3(b), nothing in this Agreement shall require the CHC Parties to take
any action, or to refrain from taking any action, to the extent that taking such action or refraining to take such action would,
upon the advice of legal counsel, constitute a breach of its fiduciary obligations under applicable law (any such action, or refraining
to take such action, being a “CHC Fiduciary Action”); provided, however, that to the extent that
taking such action or refraining from taking such action absent this Section 13(c) would be reasonably expected to, result
in a breach of this Agreement, the CHC Parties shall give the Consenting Creditor Parties not less than two (2) business days
prior written notice in accordance with Section 23 of such anticipated action or anticipated refraining from taking such
action.


 




    	 	32	 



     


    

  


(d)          Notwithstanding
anything to the contrary herein, nothing in this Agreement shall require the UCC or its members (in such member’s capacity
as a member of the UCC) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining
to take such action would, upon the advice of legal counsel, cause such party to breach its fiduciary obligations under the Bankruptcy
Code and applicable law (any such action, or refraining to take such action, being a “UCC Fiduciary Action”);
provided, however, that to the extent that taking such action or refraining from taking such action absent this
Section 13(d) would be reasonably expected to, result in a breach of this Agreement, the UCC shall give the other Consenting
Creditor Parties and the CHC Parties not less than two (2) business days prior written notice in accordance with Section 23
of such anticipated action or anticipated refraining from taking such action.


 


(e)          For
the avoidance of doubt, notwithstanding anything to the contrary herein, the rights to terminate this Agreement by any of the
Parties in connection with a CHC Fiduciary Action or UCC Fiduciary Action are governed solely by the provisions under Section
6.


 


(f)          For
the avoidance of doubt, and notwithstanding any provisions to the contrary in this Agreement, in order to fulfill the CHC Parties’
and the UCC’s fiduciary obligations, the CHC Parties and/or the UCC may analyze and consider unsolicited proposals or offers
for any alternative chapter 11 plan or restructuring transaction and may ask clarifying questions regarding that offer (but not
negotiate, counter or seek to alter any of the terms therein) without terminating, or breaching its obligations under this Agreement. 


 


14.          Governing
Law; Jurisdiction; Waiver of Jury Trial.


 


(a)          This
Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the internal
laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Parties irrevocably
agrees that any legal action, suit, or proceeding (each a “Proceeding”) arising out of, or directly or indirectly
arising out of, or relating to this Agreement or the transactions contemplated hereby (whether based on contract, tort or any
other theory) brought by any Party or its successors or assigns shall be brought and determined in Bankruptcy Court, and each
of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court for itself and with respect to
its property, generally and unconditionally, with regard to any such Proceeding arising out of or relating to this Agreement and
the Restructuring. Each of the Parties agrees not to commence any Proceeding relating hereto or thereto except in the Bankruptcy
Court. Each of the Parties further agrees that notice as provided in Section 23 of this Agreement shall constitute sufficient
service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably
and unconditionally waives and agrees not to assert that a Proceeding in the Bankruptcy Court is brought in an inconvenient forum
or the venue of such Proceeding is improper.


 




    	 	33	 



     


    

  


(b)          Each
Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any Proceeding
arising out of or directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby
(whether based on contract, tort or any other theory).


 


15.          Specific
Performance/Remedies. It is understood and agreed by the Parties that money damages would not be a sufficient remedy for
any breach of this Agreement by any Party and each non-breaching Party shall be entitled to seek specific performance and injunctive
or other equitable relief (including attorneys’ fees and costs) as a remedy of any such breach, in addition to any other
remedy to which such non-breaching Party may be entitled, at law or in equity, without the necessity of proving the inadequacy
of money damages as a remedy, including an order of the Bankruptcy Court or other court of competent jurisdiction requiring any
Party to comply promptly with any of its obligations hereunder. Each Party hereby waives any requirement for the security or posting
of any bond in connection with such remedies.


 


16.          Survival.
Notwithstanding the termination of this Agreement pursuant to Section 6, the agreements and obligations of the Parties
in this Section 16 and Sections 6(h), 6(i), 9, 10 (but solely with respect to the last sentence
of Section 10), 12 (solely with respect to accrued and unpaid expenses through the date of termination), 13, 14,
15, 18, 19, 20, 21, 22, 23, 24 25 and 26, as well as the agreements
and obligations of the applicable Parties to the Milestone Term Sheet and the Milestone Documents (to the extent set forth therein),
shall survive such termination and shall continue in full force and effect in accordance with the terms hereof and thereof; provided
that any liability of a Party for failure to comply with the terms of this Agreement shall survive such termination.


 


17.          Headings.
The headings of the sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect
the interpretation hereof or, for any purpose, be deemed a part of this Agreement.


 


18.          Successors
and Assigns; Severability. This Agreement is intended to bind and inure to the benefit of the Parties and their respective
successors, permitted assigns, heirs, executors, administrators and representatives; provided that nothing contained in
this Section 18 shall be deemed to permit Transfers of any Claims other than in accordance with the express terms
of this Agreement. If any provision of this Agreement, or the application of any such provision to any person or entity or circumstance,
shall be held invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall attach only to such provision
or part thereof and the remaining part of such provision hereof and this Agreement shall continue in full force and effect. Upon
any such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the Parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby
are consummated as originally contemplated to the greatest extent possible.


 




    	 	34	 



     


    

  


19.          Several,
Not Joint and Several, Obligations. Except as otherwise provided herein, agreements, representations, warranties and obligations
of the Parties under this Agreement are, in all respects, several and not joint and several.


 


20.          Third
Party Beneficiaries. Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and
no other person or entity shall be a third-party beneficiary hereof.


 


21.          Prior
Negotiations; Entire Agreement. This Agreement, including the exhibits and schedules hereto (including the Term Sheets
and any exhibits, annexes and schedules attached thereto), constitutes the entire agreement of the Parties, and supersedes all
other prior negotiations, agreements or term sheets, oral or written, with respect to the subject matter hereof and thereof, except
that the Parties acknowledge that any confidentiality agreements executed between the Company and each Consenting Creditor Party
(including any confidentiality obligations under the Revolving Credit Agreement, if applicable) prior to the execution of this
Agreement shall continue in full force and effect.


 


22.          Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together
shall be deemed to be one and the same agreement. Execution copies of this Agreement delivered by facsimile, PDF or otherwise
shall be deemed to be an original for the purposes of this paragraph.


 


23.          Notices.
All notices hereunder shall be deemed given if in writing and delivered if sent by electronic mail, facsimile, courier or by registered
or certified mail (return receipt requested) to the following addresses and facsimile numbers (or at such other addresses or facsimile
numbers as shall be specified by like notice):


 


(a)          If
to any CHC Party, to:



 


CHC Group Ltd.

600 East Las Colinas Blvd.


Suite 1000, Irving, Texas 75039


Attention: Hooman Yazhari, Esq.


 


Email: hooman.yazhari@chc.com


 


With a copy (which shall not constitute notice) to:


 


Weil, Gotshal & Manges LLP (as counsel to the CHC
Parties)

767 Fifth Avenue

New York, NY 10153

Facsimile: (212) 310-8007

Attention:   Gary T. Holtzer and Kelly DiBlasi

Email: gary.holtzer@weil.com or kelly.diblasi@weil.com


 


and


 




    	 	35	 



     


    

  


200 Crescent Court, Suite 300

Dallas, Texas 75201

Facsimile: (214) 746-7777

Attention:   Stephen A. Youngman

Email: stephen.youngman@weil.com


 


(b)          If
to the Milestone Parties, to:


 


The Milestone Aviation Group Limited


Minerva House, 2nd Floor


Simmonscourt Road, Ballsbridge


Dublin 4, Ireland

Attention: MAG Notices

Email: notices@milestoneaviation.com


 


With a copy (which shall not constitute notice) to:


 


Sidley Austin LLP


787 Seventh Avenue


New York, NY 10019


Facsimile: (212) 839-5599


Attention: Michael G. Burke


Email: mgburke@sidley.com


 


(c)          if
to a Plan Sponsor or a transferee or assignee thereof, to the electronic mail addresses set forth below the Plan Sponsor’s
signature (or as directed by any transferee thereof), as the case may be, with copies to:


 


Akin Gump Strauss Hauer & Feld LLP

One Bryant Park, Bank of America Tower

New York, NY 10036

Attention: Michael S. Stamer

Email: mstamer@akingump.com


 


and


 


Akin Gump Strauss Hauer & Feld LLP

1333 New Hampshire Ave., N.W.

Washington, DC 10036

Attention: James Savin

Email: jsavin@akingump.com


 


(b)          if
to the UCC:


 


Kramer Levin Naftalis & Frankel
LLP


Attention: Douglas Mannal, Anupama
Yerramalli, Rachael Ringer


1177 Avenue of the Americas


New York, NY 10036


 




    	 	36	 



     


    

  


Email: dmannal@kramerlevin.com, ayerramalli@kramerlevin.com,
rringer@kramerlevin.com


 


(c)          if
to an Individual Creditor Party, to the electronic mail addresses set forth below such Party’s signature (or as directed
by any transferee thereof), as the case may be, with copies to:


 


Brown Rudnick
LLP


One Financial
Center


Boston,
MA 02111


Attention:
Steven B. Levine


Email: slevine@brownrudnick.com


 


Any notice given by
delivery, mail or courier shall be effective when received. Any notice given by facsimile or electronic mail shall be effective
upon oral, machine or electronic mail (as applicable) confirmation of transmission.


 


24.         Reservation
of Rights; Settlement Discussions. Except as expressly provided in this Agreement and in any amendment among the Parties,
nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict the ability of each of the Parties to
protect and preserve its rights, remedies, and interests, including its Claims against any of the other Parties (or their respective
affiliates or subsidiaries) or its full participation in the CHC Cases. Notwithstanding anything to the contrary herein, nothing
herein is intended to, or does, in any manner waive, limit, impair, or restrict the rights, remedies, obligations and interests
of the CHC Parties and the Milestone Parties under the Milestone Term Sheet and the Milestone Documents. This Agreement is part
of a proposed comprehensive settlement of matters that could otherwise be the subject of litigation among the Parties. Pursuant
to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence and any other applicable law, foreign or
domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than
a proceeding to obtain Bankruptcy Court approval hereof and a proceeding to enforce this Agreement’s terms. This Agreement
shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any Claim
or fault or liability or damages whatsoever. Each of the Parties denies any and all wrongdoing or liability of any kind and does
not concede any infirmity in the Claims or defenses which it has asserted or could assert. If the transactions contemplated herein
are not consummated, if the Support Effective Date does not occur or this Agreement is terminated for any reason, nothing herein
shall be construed as a waiver by any Party of any or all of such Party’s rights, and the Parties fully reserve any and
all of their remedies, Claims and interests.


 


25.         No
Solicitation; Adequate Information. This Agreement is not and shall not be deemed to be a solicitation for consents to
the CHC Plan or a solicitation to tender or exchange any Claims. The votes of the holders of Claims against the CHC Parties will
not be solicited until such holders who are entitled to vote on the CHC Plan have received the CHC Plan, a Bankruptcy Court approved
version of the CHC Disclosure Statement and related Bankruptcy Court approved ballots and other required Solicitation Materials,
in accordance with and subject to sections 1125, 1126 and 1127 of the Bankruptcy Code. In addition, this Agreement does not constitute
an offer to issue or sell securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in
any jurisdiction where such offer or solicitation would be unlawful.


 




    	 	37	 



     


    

  


26.         Interpretation;
Rules of Construction; Representation by Counsel; Independent Analysis.


 


(a)          Notwithstanding
anything contained herein to the contrary, it is the intent of the Parties that all references to votes or voting in this Agreement
be interpreted to include votes or voting on a chapter 11 plan under the Bankruptcy Code. When a reference is made in this Agreement
to a Section, Exhibit or Schedule, such reference shall be to a Section, Exhibit or Schedule, respectively, of or attached to
this Agreement unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) words using the singular
or plural number also include the plural or singular number, respectively, (b) the terms “hereof,” “herein,”
“hereby” and derivative or similar words refer to this entire Agreement, (c) the words “include,” “includes”
and “including” when used herein shall be deemed in each case to be followed by the words “without limitation,”
and (d) the word “or” shall not be exclusive and shall be read to mean “and/or.” All Exhibits and Schedules
annexed hereto or referred to herein (including any exhibits, schedules or attachments thereto) are hereby incorporated in and
made a part of this Agreement as if set forth in full herein. “Writing,” “written” and comparable terms
refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. Any reference to
“business day” means any day, other than a Saturday, a Sunday or any other day on which banks located in New York,
New York are closed for business as a result of federal, state or local holiday and any other reference to day means a calendar
day. References to the “direct and indirect subsidiaries” of the CHC Parties or any similar reference herein include
any entities that are deemed to be variable interest entities in accordance with generally accepted accounting principles in the
United States in which the Company owns an equity interest, which are consolidated under the Company’s consolidated financial
statements.


 


(b)          This
Agreement shall be construed without regard to the identity of the person who drafted its various provisions; each and every provision
of this Agreement shall be construed as though all Parties participated equally in the drafting of the same, and any rule of construction
that a document is to be construed against the drafter shall not be applicable to this Agreement.


 


(c)          Each
Party acknowledges that it has been represented by, or provided a reasonable period of time to obtain access to and advice by
legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation,
holding or rule of construction (i) providing that ambiguities in an agreement or other document shall be construed against the
party drafting such agreement or document or (ii) any Party with a defense to the enforcement of the terms of this Agreement against
such Party based upon lack of legal counsel.


 


(d)          Each
Party hereby confirms that it has made its own decision to execute this Agreement based upon its own independent assessment of
documents and information available to it, as it has deemed appropriate.


 




    	 	38	 



     


    

  


[Signature Pages Follow]


 




    	 	39	 



     


    

 


IN WITNESS WHEREOF,
the Parties have caused this Agreement to be executed and delivered by their respective duly authorized officers, solely in their
respective capacity as officers of the undersigned and not in any other capacity, as of the date first set forth above.


 


	 	CHC PARTIES	 
	 	 	 
	 	CHC Group Ltd. 	 
	 	 	 	 
	 	By:	/s/ Karl Fessenden	 
	 	 	Name: Karl Fessenden	 
	 	 	Title: President and Chief Executive Officer	 
	 	 	 	 
	 	6922767 Holding SARL	 
	 	 	 	 
	 	By:	/s/ Hooman Yazhari	 
	 	 	Name: Hooman Yazhari	 
	 	 	Title: Class A Manager	 
	 	 	 	 
	 	Capital Aviation Services B.V.	 
	 	 	 	 
	 	By:	/s/ Chris Krajewski	 
	 	 	Name: Chris Krajewski	 
	 	 	Title: Director	 
	 	 	 	 
	 	CHC Cayman ABL Borrower Ltd.	 
	 	 	 	 
	 	By:	/s/ Hooman Yazhari	 
	 	 	Name: Hooman Yazhari	 
	 	 	Title: Director	 
	 	 	 	 
	 	CHC Cayman ABL Holdings Ltd.	 
	 	 	 	 
	 	By:	/s/ Hooman Yazhari	 
	 	 	Name: Hooman Yazhari	 
	 	 	Title: Director	 


   




    	 	 	 



     


    

 


 


	 	CHC Cayman Investments I Ltd.	 
	 	 	 	 
	 	By:	/s/ Hooman Yazhari	 
	 	 	Name: Hooman Yazhari	 
	 	 	Title: Director	 
	 	 	 	 
	 	CHC Den Helder B.V.	 
	 	 	 	 
	 	By:	/s/ Chris Krajewski	 
	 	 	Name: Chris Krajewski	 
	 	 	Title: Director	 
	 	 	 	 
	 	CHC Global Operations (2008) ULC	 
	 	 	 	 
	 	By:	/s/ Paul King	 
	 	 	Name: Paul King	 
	 	 	Title: SVP/CIO	 
	 	 	 	 
	 	CHC Global Operations Canada (2008) ULC	 
	 	 	 	 
	 	By:	/s/ Paul King	 
	 	 	Name: Paul King	 
	 	 	Title: SVP/CIO	 
	 	 	 	 
	 	By:	/s/ David Balevic	 
	 	 	Name: David Balevic	 
	 	 	Title: Director	 
	 	 	 	 
	 	CHC Global Operations International ULC	 
	 	 	 	 
	 	By:	/s/ Paul King	 
	 	 	Name: Paul King	 
	 	 	Title: SVP/CIO	 
	 	 	 	 
	 	By:	/s/ David Balevic	 
	 	 	Name: David Balevic	 
	 	 	Title: Director	 


 




    	 	 	 



     


    

 


 


	 	CHC Helicopter (1) S.à r.l.	 
	 	 	 	 
	 	By:	/s/ Hooman Yazhari	 
	 	 	Name: Hooman Yazhari	 
	 	 	Title: Class A Manager	 
	 	 	 	 
	 	CHC Helicopter (2) S.à r.l.	 
	 	 	 	 
	 	By:	/s/ Hooman Yazhari	 
	 	 	Name: Hooman Yazhari	 
	 	 	Title: Class A Manager	 
	 	 	 	 
	 	CHC Helicopter (3) S.à r.l.	 
	 	 	 	 
	 	By:	/s/ Hooman Yazhari	 
	 	 	Name: Hooman Yazhari	 
	 	 	Title: Class A Manager	 
	 	 	 	 
	 	CHC Helicopter (4) S.à r.l.	 
	 	 	 	 
	 	By:	/s/ Hooman Yazhari	 
	 	 	Name: Hooman Yazhari	 
	 	 	Title: Class A Manager	 
	 	 	 	 
	 	CHC Helicopter (5) S.à r.l.	 
	 	 	 	 
	 	By:	/s/ Hooman Yazhari	 
	 	 	Name: Hooman Yazhari	 
	 	 	Title: Class A Manager	 
	 	 	 	 
	 	CHC Helicopter Australia Pty Ltd	 
	 	 	 	 
	 	By:	/s/ Lee Eckert	 
	 	 	Name: Lee Eckert	 
	 	 	Title: Finance Director	 


 




    	 	 	 



     


    

 


 


	 	CHC Helicopter Holding S.à r.l.	 
	 	 	 	 
	 	By:	/s/ Hooman Yazhari	 
	 	 	Name: Hooman Yazhari	 
	 	 	Title: Class A Manager	 
	 	 	 	 
	 	CHC Helicopter S.A.	 
	 	 	 	 
	 	By:	/s/ Hooman Yazhari	 
	 	 	Name: Hooman Yazhari	 
	 	 	Title: Class A Manager	 
	 	 	 	 
	 	CHC Helicopters (Barbados) Limited	 
	 	 	 	 
	 	By:	/s/ Gordon J Wainwright	 
	 	 	Name: Gordon J Wainwright	 
	 	 	Title: President & Director	 
	 	 	 	 
	 	CHC Helicopters (Barbados) SRL	 
	 	 	 	 
	 	By:	/s/ Gordon J Wainwright	 
	 	 	Name: Gordon J Wainwright	 
	 	 	Title: President & Director	 
	 	 	 	 
	 	CHC Holding (UK) Limited	 
	 	 	 	 
	 	By:	/s/ Dennis Corbett	 
	 	 	Name: Dennis Corbett	 
	 	 	Title: Director	 


 




    	 	 	 



     


    

  


	 	CHC Holding NL B.V.	 
	 	 	 
	 	By:	/s/ Chris Krajewski	 
	 	 	Name: Chris Krajewski	 
	 	 	Title: Director	 
	 	 	 	 
	 	CHC Hoofddorp B.V.	 
	 	 	 	 
	 	By:	/s/ Chris Krajewski	 
	 	 	Name: Chris Krajewski	 
	 	 	Title: Director	 
	 	 	 	 
	 	CHC Leasing (Ireland) Limited	 
	 	 	 	 
	 	By:	/s/ Dellan Moloney	 
	 	 	Name: Dellan Moloney	 
	 	 	Title: Director	 
	 	 	 	 
	 	CHC Netherlands B.V.	 
	 	 	 	 
	 	By:	/s/ Chris Krajewski	 
	 	 	Name: Chris Krajewski	 
	 	 	Title: Director	 
	 	 	 	 
	 	CHC Norway Acquisition Co AS	 
	 	 	 	 
	 	By:	/s/ Edward Herbert Lane	 
	 	 	Name: Edward Herbert Lane	 
	 	 	Title: Director	 
	 	 	 	 
	 	Heli-One (Netherlands) B.V.	 
	 	 	 	 
	 	By:	/s/ Chris Krajewski	 
	 	 	Name: Chris Krajewski	 
	 	 	Title: Director	 


 




    	 	 	 



     


    

 


 


	 	Heli-One (Norway) AS	 
	 	 	 	 
	 	By:	/s/ Edward Herbert Lane	 
	 	 	Name: Edward Herbert Lane	 
	 	 	Title: Managing Director	 
	 	 	 	 
	 	Heli-One (U.S.) Inc.	 
	 	 	 	 
	 	By:	/s/ Anthony DiNota	 
	 	 	Name: Anthony DiNota	 
	 	 	Title: President	 
	 	 	 	 
	 	Heli-One (UK) Limited	 
	 	 	 	 
	 	By:	/s/ Dennis Corbett	 
	 	 	Name: Dennis Corbett	 
	 	 	Title: Director	 
	 	 	 	 
	 	Heli-One Canada ULC	 
	 	 	 	 
	 	By:	/s/ Paul King	 
	 	 	Name: Paul King	 
	 	 	Title: SVP/CIO	 
	 	 	 	 
	 	Heli-One Holdings (UK) Limited	 
	 	 	 	 
	 	By:	/s/ Dennis Corbett	 
	 	 	Name: Dennis Corbett	 
	 	 	Title: Director	 
	 	 	 	 
	 	Heli-One Leasing (Norway) AS	 
	 	 	 	 
	 	By:	/s/ Edward Herbert Lane	 
	 	 	Name: Edward Herbert Lane	 
	 	 	Title: Director	 


 




    	 	 	 



     


    

  


	 	Heli-One Leasing ULC	 
	 	 	 	 
	 	By:	/s/ Paul King	 
	 	 	Name: Paul King	 
	 	 	Title: SVP/CIO	 
	 	 	 	 
	 	Heli-One USA Inc.	 
	 	 	 	 
	 	By:	/s/ Anthony DiNota	 
	 	 	Name: Anthony DiNota	 
	 	 	Title: President	 
	 	 	 	 
	 	Heliworld Leasing Limited	 
	 	 	 	 
	 	By:	/s/ Dennis Corbett	 
	 	 	Name: Dennis Corbett	 
	 	 	Title: Director	 
	 	 	 	 
	 	Integra Leasing AS	 
	 	 	 	 
	 	By:	/s/ Edward Herbert Lane	 
	 	 	Name: Edward Herbert Lane	 
	 	 	Title: Director	 
	 	 	 	 
	 	Lloyd Bass Strait Helicopters Pty. Ltd.	 
	 	 	 	 
	 	By:	/s/ Lee Eckert	 
	 	 	Name: Lee Eckert	 
	 	 	Title: Finance Director	 
	 	 	 	 
	 	Lloyd Helicopter Services Limited	 
	 	 	 	 
	 	By:	/s/ Dennis Corbett	 
	 	 	Name: Dennis Corbett	 
	 	 	Title: Director	 


 




    	 	 	 



     


    

  


	 	Lloyd Helicopter Services Pty. Ltd.	 
	 	 	 	 
	 	By:	/s/ Lee Eckert	 
	 	 	Name: Lee Eckert	 
	 	 	Title: Finance Director	 
	 	 	 	 
	 	Lloyd Helicopters International Pty. Ltd.	 
	 	 	 	 
	 	By:	/s/ Lee Eckert	 
	 	 	Name: Lee Eckert	 
	 	 	Title: Finance Director	 
	 	 	 	 
	 	Lloyd Helicopters Pty. Ltd.	 
	 	 	 	 
	 	By:	/s/ Lee Eckert	 
	 	 	Name: Lee Eckert	 
	 	 	Title: Finance Director	 
	 	 	 	 
	 	Management Aviation Limited	 
	 	 	 	 
	 	By:	/s/ Dennis Corbett	 
	 	 	Name: Dennis Corbett	 
	 	 	Title: Director	 


 




    	 	 	 



     


    

  


CONSENTING CREDITORS


 


	The Milestone Aviation
        Group Limited

         

	By:	/s/ Colin Golden	 
	 	 
	Name:	Colin Golden	 
	 	 
	Title:	CFO	 
	 	 	 
	Location:	Dublin, Ireland	 


 


The Milestone Aviation Asset
Holding Group No. 1 Ltd


 


	By:	/s/ Colin Golden	 
	 	 
	Name:	Colin Golden	 
	 	 
	Title:	Director	 
	 	 	 
	Location:	Dublin, Ireland	 


 


The Milestone Aviation Asset Holding Group No. 8 Ltd


 


	By:	/s/ Colin Golden	 
	 	 
	Name:	Colin Golden	 
	 	 
	Title:	Director	 
	 	 	 
	Location:	Dublin, Ireland	 


 




    	 	 	 



     


    

  


The Milestone Aviation Asset Holding Group No. 20 Ltd


 


	By:	/s/ Colin Golden	 
	 	 
	Name:	Colin Golden	 
	 	 
	Title:	Director	 
	 	 	 
	Location:	Dublin, Ireland	 


 


The Milestone Aviation Asset Holding Group No. 25 Ltd


 


	By:	/s/ Colin Golden	 
	 	 
	Name:	Colin Golden	 
	 	 
	Title:	Director	 
	 	 	 
	Location:	Dublin, Ireland	 


 


Milestone Export Leasing, Ltd.


 


	By:	/s/ Colin Golden	 
	 	 
	Name:	Colin Golden	 
	 	 
	Title:	Director	 
	 	 	 
	Location:	Dublin, Ireland	 


 




    	 	 	 



     


    

  


GE Capital Equipment Finance
Ltd.


 


	By:	/s/ David Maher	 
	 	 
	Name:	David Maher	 
	 	 
	Title:	Attorney	 


 


GE European Equipment Finance (Aircraft
No. 2) Limited


 


	By:	/s/ David Maher	 
	 	 
	Name:	David Maher	 
	 	 
	Title:	Attorney	 


 




    	 	 	 



     


    

 


PLAN SPONSORS


 


ALLIANCEBERNSTEIN L.P.





on behalf of its discretionary
accounts


 


	By:	/s/ Robert Schwartz	 
	 	 
	Name:	Robert Schwartz	 
	 	 
	Title:	Senior Vice President	 


  




    	 	 	 



     


    

	 

        Future Fund Board
        of Guardians

        By: Bain Capital
        Credit, LP, as Investment Manager

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


  




    	 	 	 



     


    

  


	Sankaty Credit Opportunities
        (F), L.P

        By: Bain Capital
        Credit, LP, as Investment Manager

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


  




    	 	 	 



     


    

 


	Sankaty Credit Opportunities
        V AIV II (Master), L.P.

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


  




    	 	 	 



     


    

 


	Sankaty Credit Opportunities
        VI-A, L.P.

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


 




    	 	 	 



     


    

 


	Sankaty Credit Opportunities
        VI-B (Master), L.P.

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


  




    	 	 	 



     


    

 


	Sankaty Managed Account
        (CalPERS), L.P.

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


 




    	 	 	 



     


    

 


	Bain Capital High
        Income Partnership, L.P.

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


  




    	 	 	 



     


    

 


	Sankaty Managed Account
        (E), L.P.

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


  




    	 	 	 



     


    

 


	Sankaty Managed Account
        (FSS), L.P.

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


 




    	 	 	 



     


    

 


	Sankaty Managed Account
        (PSERS), L.P.

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 





 




    	 	 	 



     


    

 


	Sankaty Managed Account (TCCC), L.P.
	 
	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 





 




    	 	 	 



     


    

 


	Sankaty Rio Grande
        FMC, L.P.

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


 




    	 	 	 



     


    

 


	Sears Holdings Pension
        Trust

        By: Bain Capital
        Credit, LP, as Investment Manager

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


  




    	 	 	 



     


    

 


	Sankaty Credit Opportunities
        VI-EU (Master), L.P.

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


 




    	 	 	 



     


    

 


	Sankaty Credit Opportunities
        VI-G, L.P.

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


  




    	 	 	 



     


    

 


	Los Angeles County
        Employees Retirement Association

        By: Bain Capital
        Credit, LP, as Manager

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


  




    	 	 	 



     


    

 


	American Century
        Capital Portfolios, Inc. – AC Alternatives Income Fund

        By: Bain Capital
        Credit, LP, as Subadvisor

         

	By:	/s/ Andrew S. Viens	 
	 	 
	Name:	Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


 




    	 	 	 



     


    

 


	Carl Marks Strategic Investments, L.P.
	 
	By:	/s/ James F. Wilson	 
	 	 
	Name:	James F. Wilson	 
	 	 
	Title:	Managing Member	 


 




    	 	 	 



     


    

 


	Carl Marks Strategic
        Opportunities Fund II, L.P.

         

	By:	/s/ James F. Wilson	 
	 	 
	Name:	James F. Wilson	 
	 	 
	Title:	Managing Member	 


  




    	 	 	 



     


    

 


	Tennenbaum Special
        Situations IX-O, LP

        By: Tennenbaum Capital
        Partners, LLC

        Its: Investment Manager

         

	By:	/s/ Howard Levkowitz	 
	 	 
	Name:	Howard Levkowitz	 
	 	 
	Title:	Managing Partner	 


 




    	 	 	 



     


    

 


	Tennenbaum Special
        Situations Fund IX-C, LP

        By: Tennenbaum Capital
        Partners, LLC

        Its: Investment Manager

         

	By:	/s/ Howard Levkowitz	 
	 	 
	Name:	Howard Levkowitz	 
	 	 
	Title:	Managing Partner	 


 




    	 	 	 



     


    

  


	Tennenbaum Special
        Situations Fund IX, LLC

        By: Tennenbaum Capital
        Partners, LLC

        Its: Investment Manager

         

	By:	/s/ Howard Levkowitz	 
	 	 
	Name:	Howard Levkowitz	 
	 	 
	Title:	Managing Partner	 





 



    	 	 	 



     


    

  


	Tennenbaum Opportunities
        Fund, VI, LLC

        By: Tennenbaum Capital
        Partners, LLC

        Its: Investment Manager

         

	By:	/s/ Howard Levkowitz	 
	 	 
	Name:	Howard Levkowitz	 
	 	 
	Title:	Managing Partner	 


  




    	 	 	 



     


    

  


	Tennenbaum Special
        Situations IX-S, LP

        By: Tennenbaum Capital
        Partners, LLC

        Its: Investment Manager

         

	By:	/s/ Howard Levkowitz	 
	 	 
	Name:	Howard Levkowitz	 
	 	 
	Title:	Managing Partner	 


  




    	 	 	 



     


    

  


	Wayzata Opportunities
        Fund III, L.P.

        By: WOF III GP, L.P.,
        its General Partner

        By: WOF III GP, LLC,
        its General Partner

         

	By:	/s/ Patrick Halloran	 
	 	 
	Name:	Patrick Halloran	 
	 	 
	Title:	Authorized Signatory	 


  




    	 	 	 



     


    

 


	Wayzata Opportunities Fund Offshore
        III, L.P.

        By: Wayzata Offshore GP III, LLC,
        its General Partner

         

	By:	/s/ Patrick Halloran	 
	 	 
	Name:	Patrick Halloran	 
	 	 
	Title:	Authorized Signatory	 


  




    	 	 	 



     


    

 





	
        FRANKLIN ADVISERS, INC. as
        investment

        manager on behalf
of certain funds and accounts 

         

	By:	/s/ Glenn Voyles	 
	 	 
	Name:	Glenn Voyles	 
	 	 
	Title:	VP/ Director of Portfolio Management	 












 







    	 	 	 



     


    

  


	Official Committee
        of Unsecured Creditors

         

	By:	 /s/ Douglas Mannal	 
	 	 
	Name:	Douglas Mannal	 
	 	 
	Title:	Counsel	 


  




    	 	 	 



     


    

 


	INDIVIDUAL CREDITOR
        PARTIES

         

        Marble Ridge Capital
        L.P.

        
 
	By:	/s/ Dan Kamensky	 
	 	 
	Name:	Dan Kamensky	 
	 	 
	Title:	Managing Investor



	 


  




    	 	 	 



     


    

 


	Solus Alternative
        Asset Management LP

         

	By:	/s/ C.J. Lanktree	 
	 	 
	Name:	C.J. Lanktree	 
	 	 
	Title:	EVP / Portfolio Manager	 


  




    	 	 	 



     


    

 


Schedule 6(a)(xix)


 


Minimum Unrestricted Cash Liquidity


 


	If the Effective Date Occurs:	 	Minimum Unrestricted
    Cash Liquidity	 
	On or before 1/15/2017	 	$	95,000,000	 
	1/16/2017 – 2/15/2017	 	$	80,000,000	 
	After 2/15/2017	 	$	65,000,000	 



 




    	 	 	 



     


    

 


EXHIBIT A


 


Term Sheet


 




    	 	A-1	 



     


    



   


	 
	CHC
    GROUP LTD., ET AL.
	Joint
    Plan Of Reorganization Term Sheet
	 


 


This
term sheet (THe “term sheet”) PRESENTS THE MATERIAL TERMS OF A proposed JOINT chapter 11 plan of reorganization
for CHC GROUP LTD. and certain of its subsidiaries who are debtors and debtors
in possession (collectively, the “Debtors”) in chapter 11 cases (the “chapter 11 cases”
and, the date on which such Chapter 11 Cases commenced, the “Petition Date”) currently pending in the
united states bankruptcy court for the NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION (the “Bankruptcy Court”).


 


THIS TERM SHEET
DOES NOT CONSTITUTE AN OFFER OR A LEGALLY BINDING OBLIGATION OF THE DEBTORS OR ANY OTHER PARTY, NOR DOES IT CONSTITUTE AN OFFER
OF SECURITIES OR A SOLICITATION OF THE ACCEPTANCE OR REJECTION OF A JOINT CHAPTER 11 PLAN FOR PURPOSES OF SECTIONS 1125 AND 1126
OF THE BANKRUPTCY CODE.


 


ThIS
Term Sheet is a settlement proposal in furtherance of settlement discussions. Accordingly, thIS Term Sheet is protectED BY Rule
408 of the Federal Rules of Evidence and any other applicable statutes or doctrines protecting the use or disclosure of confidential
settlement discussions.


 




    	 	A-2	 



     


    

 


	RESTRUCTURING SUMMARY
	 
	Overview	This Term Sheet describes the
        material terms of a joint chapter 11 plan of reorganization (the “Plan of Reorganization”) that will
        be sponsored by the entities identified on Exhibit A attached hereto (collectively, the “Plan
        Sponsors”) and will be implemented in accordance with a plan support agreement (the “Plan Support Agreement”),1
        which shall be entered into by the Debtors, the Plan Sponsors, the Official Committee of Unsecured Creditors
        (the “UCC”), the individual creditors that execute the Plan Support Agreement and are identified on
        Exhibit B attached hereto (the “Individual Creditor Parties”) and Milestone Aviation
        Group Limited and certain of their affiliates (collectively, “Milestone” and, together with the Plan
        Sponsors, the Debtors, the UCC and the Individual Creditor Parties, the “Settlement Parties”).

         

        Unless as otherwise specified
        herein, all documents (the “Restructuring Documents”), including, without limitation, the PSA Approval
        Order (as defined below), the Plan of Reorganization, and all exhibits and schedules thereto, the Disclosure Statement,
        pleadings, proposed orders and other filings with the Bankruptcy Court for the Northern District of Texas, Dallas Division
        (the “Bankruptcy Court”), implementing the restructuring contemplated by this Term Sheet shall be consistent
        with this Term Sheet and otherwise reasonably acceptable to the Debtors, the UCC and the Requisite Plan Sponsors; provided,
        however, all Governance Matters (as defined below) shall be determined as set forth herein.

         

        The “PSA Approval Order”
        means an order of the Bankruptcy Court that, among other things, authorizes and approves (i) the Debtors’ entry
        into the Plan Support Agreement and the Backstop Agreement (as defined below), (ii) the UCC’s entry into the Plan
        Support Agreement, (iii) the Debtors’ payment of the Put Option Premium (as defined below) to the Backstop Commitment
        Parties (as defined below), and (iv) the Milestone Term Sheet (as defined below) and the transactions contemplated therein.

         

        The “Effective Date”
        means the date on which the substantial consummation (as that term is defined by section 1101(2) of title 11 of the United
        States Code (the “Bankruptcy Code”) of the Plan of Reorganization occurs.



 


 






1
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan Support
Agreement.


 




    	 	A-3	 



     


    

 


	GLOBAL SETTLEMENT
	 
	Global Settlement	The terms set forth in this Term
        Sheet represent an integrated global settlement of any and all potential issues among the Settlement Parties, including,
        without limitation: (i) any issues with respect to amount, value and treatment under the Plan of Reorganization of claims,
        including the Secured Notes Claims, claims arising out of the Debtors’ senior unsecured notes due 2021 (the “Unsecured
        Notes Claims”), and other General Unsecured Claims; (ii) validity, extent and priority of the liens securing
        the Secured Notes; (iii) value of unencumbered assets; (iv) any potential adequate protection or diminution in value claim
        held by holders of the Secured Notes; (v) any potential claim to surcharge collateral under Bankruptcy Code section 506(c);
        and (vi) Plan Equity Value (as defined below) and total enterprise value (collectively, the “Settled Claims”).
        Notwithstanding the foregoing, nothing herein or in the Plan Support Agreement shall be considered any Settlement Parties’
        view or admission of any kind whatsoever by any of the Settlement Parties with respect to the Settled Claims or any term
        of the Global Settlement.

         

        As will be more fully detailed
        in the Plan Support Agreement, each of the Settlement Parties will use commercially reasonable efforts to have the Plan
        of Reorganization proposed, confirmed and consummated as soon as possible and the Debtors shall take appropriate steps
        to oppose, challenge and object to any alternative plan of reorganization or other restructuring transaction. Notwithstanding
        the foregoing and as will be set forth in the Plan Support Agreement, neither the UCC (including its members in such members’
        capacity as a member of the UCC) nor the Debtors shall be required to take any action, or to refrain from taking any action,
        to the extent that taking such action or refraining from taking such action would, upon the advice of counsel, cause such
        party to breach its fiduciary obligations under the Bankruptcy Code and applicable law (any such action, or refraining
        to take such action, a “Fiduciary Action”). For the avoidance of doubt, and notwithstanding any provisions
        to the contrary herein or in the Plan Support Agreement, in order to fulfill the Debtors’ and the UCC’s fiduciary
        obligations, the Debtors and/or the UCC may analyze and consider unsolicited proposals or offers for any alternative chapter
        11 plan or restructuring transaction and may ask clarifying questions regarding that offer (but not negotiate, counter
        or seek to alter any of the terms therein) without terminating, or breaching its obligations under, this Term Sheet or
        the Plan Support Agreement; provided however, that if the Debtors take a Fiduciary Action, such Fiduciary
        Action will result in a termination of the Plan Support Agreement and the Backstop Agreement (as defined below), which
        shall in turn result in the Put Option Premium (as defined below) becoming due and payable. 

	 	 
	AGREEMENT WITH MILESTONE
	 
	Agreement with Milestone	Terms of the agreement with Milestone, including,
    without limitation, committed lease and financing terms, shall be set forth in a term sheet to be attached as an exhibit to
    the Plan Support Agreement (the “Milestone Term Sheet”).  All definitive documents implementing
    the terms thereof shall be consistent in all material respects with the Milestone Term Sheet and otherwise in all respects
    reasonably acceptable to the Debtors, Milestone, the Requisite Plan Sponsors, and the UCC.


 




    	 	A-4	 



     


    

 


	THE RIGHTS OFFERING  
	 
	Rights Offering 

         
	In connection with the Plan of
        Reorganization, the Debtors will solicit participation in a rights offering (the “Rights Offering”)
        to purchase the New Second Lien Convertible Notes (as defined below) for an aggregate principal amount of $300.0 million,
        which, when adjusted for the original issue discount and Equitization Premium (as defined below), purchases $433.3 million
        of New Second Lien Convertible Notes. Pursuant to the Rights Offering, the $300.0 million investment shall be allocated
        $280.0 million to the holders of Senior Secured Notes Claims (as defined below) and $20 million to the holders of Unsecured
        Notes Claims. Each eligible holder of a Senior Secured Notes Claim or an Unsecured Notes Claim that participates in the
        Rights Offering shall receive its pro rata share of its respective group’s allocation of the New Second Lien Convertible
        Notes.2 The New Second Lien Convertible Notes
        shall convert into New Common Shares in accordance with the terms of the New Second Lien Convertible Notes term sheet
        attached hereto as Exhibit D. The Rights Offering shall be fully backstopped as set forth herein.

         

        In consideration for the settlements
        and agreements contained herein, the holders of Senior Secured Notes have agreed to equitize their Senior Secured Notes
        Secured Claims (as defined below) under the Plan of Reorganization, which equitization shall include the issuance of an
        additional $100.0 million of New Second Lien Convertible Notes in the Rights Offering (the “Equitization Premium”).
        The Equitization Premium shall be shared ratably by all participants in the Rights Offering.

         

        “New Common Shares”
        means the membership interests of either (a) CHC Group Ltd. (“CHC”), as reorganized pursuant to the
        Plan of Reorganization or (b) such other newly formed entity, whose corporate form and jurisdiction of incorporation shall
        be determined in accordance with the Governance Matters set forth herein (either (a) or (b), “Reorganized CHC”),
        to be issued on the Effective Date as provided herein.

         

        The subscription documents for
        the Rights Offering will provide that all parties who subscribe to purchase the New Second Lien Convertible Notes must
        vote in favor of, and not object to, the Plan of Reorganization.

         

        Notwithstanding the foregoing
        or anything herein to the contrary, the Backstop Commitment Parties shall participate in the Rights Offering in their
        capacities as beneficial holders of the Senior Secured Notes Claims or Unsecured Notes Claims, as applicable.

         

        The procedures for the Rights
        Offering shall be determined by the Debtors, the UCC, and the Plan Sponsors and, solely to the extent provided in the
        Plan Support Agreement or Backstop Agreement, the Individual Creditor Parties.

	 	 
	New Second Lien Convertible Notes	$464.1 million in face amount of second lien
    convertible notes (the “New Second Lien Convertible Notes”), the terms of which are set forth on the term
    sheet attached hereto as Exhibit D (the “Convertible Notes Term Sheet”).  All definitive
    documents implementing the terms thereof shall be consistent in all material respects with the Convertible Notes Term Sheet
    and otherwise in all respects reasonably acceptable to the Requisite Plan Sponsors, UCC and the Debtors.  The New
    Second Lien Convertible Notes shall not bear or pay non-default interest and shall be convertible into 85.4% of the New Common
    Shares on a fully diluted basis (but subject to dilution for the MIP), on the terms and conditions set forth in the Convertible
    Notes Term Sheet.  


 


 


 






2
Non-Eligible Holders (as defined in the Rights Offering Procedures) of Allowed Unsecured Notes Claims and Allowed
Senior Secured Notes Claims shall have the opportunity to receive their pro rata share of a specified distribution of New Common
Shares. The terms and conditions of such distributions for Non-Eligible Holders will be set forth in further detail in the Rights
Offering Procedures.


 




    	 	A-5	 



     


    

 


	Backstop Commitment 	“Backstop Commitment”
        means the obligation of the Plan Sponsors and Individual Creditor Parties identified on Exhibit C attached
        hereto (the “Backstop Commitment Parties”) to purchase the New Second Lien Convertible Notes in the
        Rights Offering in the amounts set forth on Exhibit C attached hereto, and subject in all respects to the
        terms of this Term Sheet and the Backstop Agreement.

         

        The Backstop
        Commitment shall be documented pursuant to an agreement on terms and conditions consistent with this Term Sheet and otherwise
        acceptable to the Debtors, the UCC and the Plan Sponsors (the “Backstop Agreement”), each in their
        sole discretion, and, solely to the extent provided in the Plan Support Agreement or Backstop Agreement, acceptable to
        the Individual Creditor Parties, which agreement shall be attached to the Plan Support Agreement and approved by the Bankruptcy
        Court pursuant to the PSA Approval Order.

	 	 
	Put Option Premium	The “Put Option Premium”
        means a nonrefundable aggregate premium payable on the Effective Date of the Plan of Reorganization to the Backstop Commitment
        Parties in additional New Second Lien Convertible Notes in a principal amount of $30.8 million. If the Backstop Agreement
        is terminated (other than due to the occurrence of certain termination events specifically excluded in the Backstop Agreement),
        the Put Option Premium shall be payable to the Backstop Commitment Parties in cash (as opposed to additional New Second
        Lien Convertible Notes) in the amount of $21.33 million, and shall be fully due upon termination of the Backstop Agreement
        and payable in two equal installments of (x) $10.665 million immediately upon the termination of the Backstop Agreement,
        and (y) $10.665 million upon the consummation of any plan, sale or other restructuring transaction; it being understood
        that any Backstop Commitment Party that breaches the Backstop Agreement or the Plan Support Agreement shall not be entitled
        to its pro rata share of the Put Option Premium under any circumstances.

         

        The $30.8 million in New Second
        Lien Convertible Notes issued in respect to the Put Option Premium shall be convertible into 5.67% of the New Common Stock
        on a fully diluted basis (but subject to dilution for the MIP). Of this amount, 5.29% shall be allocated to the Plan Sponsors
        and 0.38% shall be allocated to the Individual Creditor Parties.

         

        The Put Option Premium shall be
        fully earned by the Backstop Commitment Parties upon approval of the Backstop Commitment. While the Put Option Premium
        may be asserted against each Debtor, if the Put Option Premium is paid in cash, the Backstop Commitment Parties shall
        not receive more than $21.4 million in the aggregate on account of such Put Option Premium, and, in each such case, shall
        constitute an administrative expense claim against each of the Debtors which shall be pari passu with all other administrative
        expenses. The Put Option Premium shall be payable on a ratable basis to the Backstop Commitment Parties based on such
        party’s respective share of the Backstop Commitment set forth on Exhibit C attached hereto.



 




    	 	A-6	 



     


    

 





	Transferability 	
        The Backstop Commitment Parties’
        respective commitments under the Backstop Agreement shall not be transferable; provided, that such commitments shall be
        transferrable from one Backstop Commitment Party to another Backstop Commitment Party or from any Backstop Commitment Party to
        any of its affiliates, as long as such affiliates are or become signatories to the Plan Support Agreement and the Backstop Agreement;
        provided however, that the assigning party shall not be released from its obligations under the Backstop Agreement.

         

        The rights provided to holders of Senior
        Secured Notes Claims and Unsecured Notes Claims in the Rights Offering (the “Rights”) shall not be assignable
        or detachable, and shall not be transferrable other than in connection with the transfer of the corresponding Senior Secured Notes
        Claims or Unsecured Notes Claims, as applicable.  After a Right has been exercised by submitting an election form, the underlying
        Senior Secured Notes Claim or Unsecured Notes Claim will cease to be transferrable, and the holder of such Senior Secured Notes
        Claim or Unsecured Notes Claim shall not transfer any such Senior Secured Notes Claims or Unsecured Notes Claims unless such holder
        transfers with such Claim(s) the right to receive the proceeds of the exercise of the corresponding Rights in the Rights Offering,
        subject to compliance with applicable securities laws relating to the transfer of restricted securities.   

	 	 
	Several Obligations 	The Backstop Commitment Parties’ respective commitments and obligations under the Backstop Agreement shall be several obligations and neither joint nor joint and several obligations and, unless otherwise expressly agreed in writing by a Backstop Commitment Party, no Backstop Commitment Party shall have any liability for any obligation of another Backstop Commitment Party; provided, however, that each Backstop Commitment Party shall be liable for its pro rata share of the Backstop Commitment of any Backstop Commitment Party which breaches its obligations up to an aggregate amount of $20 million (the “Backstop Breach Commitment”).  For the avoidance of doubt, pursuant to the Backstop Breach Commitment, each Backstop Commitment Party shall be liable only for its pro rata share of up to $20 million in the aggregate (not up to $20 million per Backstop Commitment Party) resulting from the breach by one or more Backstop Commitment Party.
	 	 
	Oversubscription Rights	
        None; provided, that, subject to
        the Backstop Breach Commitment, in the event that a Backstop Commitment Party defaults in its Backstop Commitment obligations,
        then the other Backstop Commitment Parties shall have the right, but not the obligation, to purchase such defaulting Backstop Commitment
        Party’s Backstop Commitment obligations.

         

	 	 
	TREATMENT OF CLAIMS AND INTERESTS
	 
	Non-Substantive Consolidation	The Plan shall not provide for the substantive consolidation of any Debtor’s estate with any other Debtor.




 




    	 	A-7	 



     


    

 


	Administrative Expense Claims3  	Except with respect to Administrative
    Expense Claims that are Professional Fee Claims (as defined below) or Priority Tax Claims (as defined below), and except to
    the extent that a holder of an allowed Administrative Expense Claim (including a claim arising under section 503(b)(9) of
    the Bankruptcy Code that has not been paid pursuant to a motion filed with the Bankruptcy Code) and the Debtors, with the
    consent of the Requisite Plan Sponsors and the UCC, not to be unreasonably withheld, agree to a less favorable treatment,
    each holder of an allowed Administrative Expense Claim shall, in full and final satisfaction of its claim, be paid in full
    in cash; provided, however, that allowed Administrative Expense Claims that arise in the ordinary course of the Debtors’
    business, including Administrative Expense Claims arising from or with respect to the sale of goods or services on or after
    the Petition Date, the Debtors’ executory contracts and unexpired leases, and all Administrative Expense Claims that
    are Intercompany Claims (as defined below), shall be paid in the ordinary course of business in accordance with the terms
    and subject to the conditions of any agreements governing, instruments evidencing, or other documents relating to, such transactions,
    without further action by the holders of such Administrative Expense Claims or further approval by the Bankruptcy Court.
	 	 
	Professional Fee Claims4  	All final requests for payment of Professional
    Fee Claims must be filed no later than sixty (60) days after the Effective Date.  After notice and a hearing
    in accordance with the procedures established by the Bankruptcy Code and prior orders of the Bankruptcy Court, the allowed
    amounts of such Professional Fee Claims shall be determined by the Bankruptcy Court and paid in full in cash.
	 	 
	Priority Tax Claims5
     	Except to the extent that a holder of an allowed
    Priority Tax Claim and the Debtors, with the consent of the Requisite Plan Sponsors and the UCC, not to be unreasonably withheld,
    agree to a less favorable treatment, each holder of an allowed Priority Tax Claim shall receive, at the option of the Debtors,
    with the consent of the Requisite Plan Sponsors and the UCC, not to be unreasonably withheld, in full and final satisfaction
    of such claim either (i) cash in an amount equal to such allowed Priority Tax Claim, (ii) equal annual installment payments
    in cash, of a total value, as of the Effective Date, equal to the allowed amount of such claim, over a period ending not later
    than five (5) years after the Petition Date, or (iii) treatment in a manner not less favorable than the most favored non-priority
    unsecured claim provided for by the Plan.
	 	 
	Revolving Credit Agreement Claims6
    	Holders of allowed Revolving Credit Agreement
    Claims shall receive, in full and final satisfaction of their claims, a new term note in the amount of their claim in accordance
    with section 1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy Court or such other treatment that is reasonably
    acceptable to the Debtors, the UCC, and the Requisite Plan Sponsors.


 


 









		3	“Administrative
                                         Expense Claim” means a claim for the costs and expenses of administration of
                                         the Debtors’ chapter 11 estates pursuant to section 503(b) and 507(a)(2) of the
                                         Bankruptcy Code.
		 	 



		4	“Professional
                                         Fee Claim” means any claim for accrued fees and expenses (including success
                                         fees) for services rendered and expenses incurred by a professional subject to the Court’s
                                         approved interim compensation procedures from the Petition Date through and including
                                         the Effective Date to the extent such fees and expenses have not been paid pursuant to
                                         an order of the Bankruptcy Court. For the avoidance of doubt, the fees and expenses of
                                         indenture trustees does not constitute a Professional Fee Claim.
		 	 



		5	“Priority
                                         Tax Claim” means any claim of a governmental unit of the kind specified in
                                         section 507(a)(8) of the Bankruptcy Code.
		 	 



		6	“Revolving
                                         Credit Agreement Claims” means claims arising out of that certain Credit Agreement,
                                         dated as of January 23, 2014 (as amended, restated, supplemented, or otherwise modified
                                         from time to time) by and among, inter alios, CHC SA and the other borrowers party
                                         thereto, with the lenders and issuing banks party thereto from time to time, HSBC Bank
                                         PLC, as administrative agent and HSBC Corporate Trustee Company (UK) Limited, as collateral
                                         agent.



 




    	 	A-8	 



     


    

 


	ABL Credit Agreement Claims7	If the Debtors are able to reach
    an agreement with the lenders under the ABL Credit Agreement on a restructuring of the obligations thereunder, any term sheet
    setting forth the terms and conditions of such agreement (the “ABL Term Sheet”) to be submitted to the
    Court shall be in all respects reasonably acceptable to the Debtors, the Plan Sponsors, and the UCC.  All definitive
    documents implementing the terms thereof shall be in all respects reasonably acceptable to the Debtors, the Requisite Plan
    Sponsors, and the UCC. 
	 	 
	Senior Secured Notes Claims8	Subject to the Senior Secured
        Notes agreement to waive distribution on the Senior Secured Notes Deficiency Claim (as defined below), the Senior Secured
        Notes Claims shall be allowed in the aggregate amount of no less than $1.067 billion (the “Senior Secured Notes
        Secured Claims”).

         

        Each holder of an allowed Senior
        Secured Notes Secured Claim shall receive, on account of and in full and final satisfaction thereof, its pro rata share
        of: (i) 79.5% of the New Common Shares, prior to dilution on account of the New Second Lien Convertible Notes and
        the MIP (which shall equate to 11.6% of the New Common Shares, after dilution (as of the Effective Date) on account of
        the New Second Lien Convertible Notes (as if the New Second Lien Convertible Notes converted on the Effective Date), but
        prior to dilution on account of the MIP); and (ii) rights to participate in $280 million of the Rights Offering investment
        for the New Second Lien Convertible Notes, the number of shares of New Common Shares issuable upon conversion of such
        New Second Lien Convertible Notes will initially be equal to 74.4% of the New Common Shares on a fully diluted basis (but
        subject to dilution for the MIP) as of the Effective Date (i.e. $404.4 million face amount of the New Second Lien Convertible
        Notes as of the Effective Date).

         

        Of the distribution to Senior
        Secured Notes Claims, up to 1% of the New Common Shares (after dilution on account of the New Second Lien Convertible
        Notes, but prior to dilution on account of the MIP) shall be made available to holders of Senior Secured Notes Claims
        that are Non-Eligible Offerees who make a timely election on the terms and conditions set forth in the Rights Offering
        Procedures, with any unclaimed portion of such New Common Shares being distributed pro rata to all holders of Senior Secured
        Notes Claims.

         

        The resulting deficiency claims
        of holders of Senior Secured Notes Claims (the “Senior Secured Notes Deficiency Claims”) shall be classified
        and vote as General Unsecured Claims; provided, however, the holders of Senior Secured Notes Claims shall waive any recovery
        on account of the Senior Secured Notes Deficiency Claims.






 


 






		7	“ABL
                                         Credit Agreement Claims” means claims arising out of that certain Credit Agreement,
                                         dated as of June 12, 2015 (as amended, restated, supplemented or otherwise modified from
                                         time to time) with the lenders and issuing banks party thereto from time to time, and
                                         Morgan Stanley Senior Funding, Inc., as administrative agent and BNP Paribas SA, as collateral
                                         agent (the “ABL Credit Agreement”).
		 	 



		8	“Senior
                                         Secured Notes Claims” means claims arising out of that certain Indenture, dated
                                         as of October 4, 2010 (as amended, restated, supplemented, or otherwise modified from
                                         time to time) by and among CHC SA, as issuer, the Bank of New York Mellon, as indenture
                                         trustee, and HSBC Corporate Trustee Company (UK) Limited, as collateral agent.



 




    	 	A-9	 



     


    

 


	Other Secured Claims9	To the extent that any Other Secured
    Claim exists, except to the extent that a holder of an allowed Other Secured Claim agrees to less favorable treatment with
    the Debtors, with the consent of the Requisite Plan Sponsors and the UCC, not to be unreasonably withheld, each holder of
    an allowed Other Secured Claim shall, in full and final satisfaction of such claim, (i) be reinstated and rendered unimpaired
    in accordance with section 1124(2) of the Bankruptcy Code, notwithstanding any contractual provision or applicable non-bankruptcy
    law that entitles the holder of an allowed Other Secured Claim to demand or to receive payment of such allowed Other Secured
    Claim prior to the stated maturity of such allowed Other Secured Claim from and after the occurrence of a default, (ii) receive
    cash in an amount equal to such allowed Other Secured Claim as determined in accordance with section 506(a) of the Bankruptcy
    Code, on the later of the initial distribution date under the Plan and thirty (30) days after the date such Other Secured
    Claim is allowed (or as soon thereafter as is practicable), or (iii) receive the collateral securing its allowed Other Secured
    Claim on the later of the initial distribution date under the Plan and the date such Other Secured Claim becomes an allowed
    Other Secured Claim, or as soon thereafter as is reasonably practicable, in each case as determined by the Debtors and consented
    to by the Requisite Plan Sponsors and the UCC, not to be unreasonably withheld.
	 	 
	Other Priority Claims10	Except to the extent that a holder of an allowed
    Other Priority Claim and the Debtors agree, with the consent of the Requisite Plan Sponsors and the UCC, not to be unreasonably
    withheld, to less favorable treatment to such holder, each holder of an allowed Other Priority Claim shall receive, in full
    and final satisfaction of such claim, payment in full in cash; provided, however, that any Other Priority Claims
    that arise in the ordinary course of the Debtors’ business and which are not due and payable on or before the Effective Date
    shall be paid in the ordinary course of business in accordance with the terms thereof.
	 	 
	General Unsecured Claims11	Holders
        of allowed General Unsecured Claim (other than on account of the Senior Secured Notes Deficiency Claims) shall receive,
        in the aggregate in full and final satisfaction of their claims, (i) 20.5% of the New Common Shares, prior to dilution
        on account of the New Second Lien Convertible Notes and the MIP (which shall equate to 3.0% of the New Common Shares,
        after dilution on account of the New Second Lien Convertible Notes, but prior to dilution on account of the MIP); (ii)
        rights to participate in $20 million of the Rights Offering investment for the New Second Lien Convertible Notes, the
        number of shares of New Common Shares issuable upon conversion of such New Second Lien Convertible Notes will be equal
        to 5.3% of the New Common Shares on a fully diluted basis (but subject to dilution for the MIP) as of the Effective Date
        (i.e. $28.9 million face amount of the New Second Lien Convertible Notes as of the Effective Date); and (iii) the New
        Unsecured Notes.

         



 


 






		9	“Other
                                         Secured Claim” means any secured claim that is not a Revolving Credit Agreement
                                         Claim, ABL Claim, or Senior Secured Notes Claim.
		 	 



		10	“Other
                                         Priority Claim” means any claim asserting a priority described in section 507(a)
                                         of the Bankruptcy Code that is not: (a) an Administrative Expense Claim; (b) a Professional
                                         Fee Claim; or (c) a Priority Tax Claim.
		 	 



		11	“General
                                         Unsecured Claim” means any unsecured claim against any Debtor including, without
                                         limitation, Unsecured Notes Claims, claims on account of the Debtors’ rejection
                                         of executory contracts or unexpired leases, ABL Deficiency Claim and the Senior Secured
                                         Notes Deficiency Claims. For the avoidance of doubt, Intercompany Claims are not included
                                         in the definition of General Unsecured Claims.



 




    	 	A-10	 



     


    

 


	 	Of the distributions to holders
        of General Unsecured Claims, holders of Unsecured Notes Claims shall receive (i) 8.9% of the New Common Shares, prior
        to dilution on account of the New Second Lien Convertible Notes and the MIP (which shall equate to 1.3% of the New Common
        Shares, after dilution on account of the New Second Lien Convertible Notes), but prior to dilution on account of the MIP;
        and (ii) all rights to participate in $20 million of the Rights Offering investment for the New Second Lien Convertible
        Notes (collectively, the “Unsecured Notes Distribution”). Of the Unsecured Notes Distribution, up to
        0.1% of the New Common Shares (after dilution on account of the New Second Lien Convertible Notes, but prior to dilution
        on account of the MIP) shall be made available to holders of Unsecured Notes Claims that are Non-Eligible Offerees who
        make a timely election on the terms and conditions set forth in the Rights Offering Procedures, with any unclaimed portion
        of such New Common Shares being distributed pro rata to all holders of Unsecured Notes Claims.

         

        Holders of General Unsecured Claims
        (other than Unsecured Notes Claims) shall receive (i) 11.6% of the New Common Shares, prior to dilution on account of
        the New Second Lien Convertible Notes and the MIP (which shall equate to 1.7% of the New Common Shares, after dilution
        on account of the New Second Lien Convertible Notes, but prior to dilution on account of the MIP), and (ii) the New Unsecured
        Notes. Allocation of these distributions to holders of other General Unsecured Claims shall be set forth in the Plan and
        determined by the Debtors and the UCC based on, among other things, the unencumbered assets available for distribution
        at each Debtor entity and intercompany claims asserted among Debtor entities.

         

        With the consent of the Debtors,
        the UCC and the Requisite Plan Sponsors (which consent shall not be unreasonably withheld), a convenience class may be
        established and provide for distributions up to an aggregate amount of $750,000 in cash (the “Convenience Class
        Consideration”); provided, however, the principal amount of the New Unsecured Notes shall be reduced
        dollar for dollar by the amount of the Convenience Class Consideration.

         

        “New Unsecured Notes”
        means new unsecured notes that shall be issued by the same issuer and guarantors as the New Second Lien Convertible Notes
        in the aggregate principal amount of $37.5 million, with an interest rate of 5.0%, payable in kind, maturity of seven
        years after the Effective Date, no amortization, payable in full (with accruals) upon maturity; provided, however, that
        upon the full conversion of the New Second Lien Convertible Notes, interest on the New Unsecured Notes shall be payable
        in cash. The New Unsecured Notes shall rank pari passu with the New Second Lien Convertible Notes and be deemed senior
        indebtedness of the Reorganized CHC but shall not have the benefit of any security or be convertible into New Common Shares.
        The salient terms of the New Unsecured Notes shall be the same as the New Second Lien Convertible Notes, except as specified
        above, as set forth on Exhibit F attached hereto.

        

	 	 
	Intercompany Claims12	All allowed Intercompany Claims shall be adjusted,
    continued or discharged in a manner reasonably acceptable to the Debtors, the Requisite Plan Sponsors and the UCC.
	 	 
	Intercompany Interests13	All Intercompany Interests shall be reinstated
    for administrative convenience.


  


 






		12	“Intercompany
                                         Claim” means any prepetition or post-petition claim held by a Debtor against
                                         any Debtor.
		 	 



		13	“Intercompany
                                         Interest” means any equity interest in a Debtor that is held by another Debtor.



  




    	 	A-11	 



     


    

 





	Existing Interests14	All Existing Interests shall be cancelled without any distribution on account of such Existing Interests.
	 	 
	GENERAL PLAN PROVISIONS 
	 
	Plan Equity Value	The Disclosure Statement shall set forth the agreed equity value of the New Common Shares for purposes of the Plan of Reorganization, which equity value shall be $543.5 million (the “Plan Equity Value”), which assumes conversion of the New Second Lien Convertible Notes in full.
	 	 
	Tax Matters	The Plan of Reorganization shall be structured so as to preserve, to the greatest extent practicable, the Debtors’ net operating losses and any other valuable tax attributes.  Reorganized CHC shall be taxable as a corporation.
	 	 
	Executory Contracts and Unexpired Leases	Except as provided in the Milestone Term Sheet or to the extent that the Debtors have already reached an agreement with counterparties to executory contracts and unexpired leases, and such agreement has been approved by the Bankruptcy Court, the treatment of executory contracts and unexpired leases under the Plan shall be determined in a manner reasonably acceptable in all respects to the Debtors, the Requisite Plan Sponsors and the UCC.
	 	 
	Board of Reorganized CHC 	The initial board of Reorganized CHC shall have five (5) members, which shall consist of the Chief Executive Officer (Karl Fessenden) and four (4) other members selected by the Requisite Plan Sponsors in their sole discretion but after consultation with the Chief Executive Officer, provided that one of the four shall be an independent director.  The Plan Sponsors shall consult with the UCC and the Individual Creditor Parties, regarding the selection of the independent director.
	 	 
	Other Governance Matters/Reporting Obligations	All corporate organization and governance matters with respect to Reorganized CHC, including corporate form, governance documents and selection of members of the board of directors (collectively, the “Governance Matters”) shall be consistent with this Term Sheet and as otherwise determined by the Requisite Plan Sponsors in their sole discretion, in consultation with the Debtors and the UCC, provided, however, that, to the extent any governance documents expressly adversely and disproportionately impact, or discriminate against, minority holders of New Common Shares, such provisions will be subject to the consent of the UCC, not to be unreasonably withheld, and consultation with the Individual Creditor Parties.  The Plan Sponsor and the UCC agree that limiting certain rights to holders of New Common Shares, individually or in the aggregate, of a minimum number or percentage of outstanding New Common Shares (such as votes to approve matters or minimum holdings participation in preemptive rights (provided that with respect to preemptive rights such minimum holdings shall not exceed 1%) or registration rights) or holders who meet certain qualifications (such as institutional accredited investor status or U.S. residents) shall not be deemed to create any adverse and disproportionate impact), and provided, further, however, that Reorganized CHC shall be taxable as a corporation. 




 


 









		14	“Existing
                                         Interests” means: (a) all equity interests in the Debtors that are not held
                                         by other Debtors; and (b) all claims against the Debtors subject to subordination pursuant
                                         to section 510(b) of the Bankruptcy Code arising from or related to any of the foregoing.


 




    	 	A-12	 



     


    

 


	 	Regardless of where Reorganized
        CHC is organized or the entity form of Reorganized CHC, (i) the duties owed to minority holders of New Common Shares by
        officers and directors of Reorganized CHC will be substantially the same as the duties owed to minority shareholders by
        officers and directors of a Delaware corporation (excluding corporate opportunity as to outside directors only), and (ii)
        the law of the place of organization of Reorganized CHC will be supplemented to the extent such law provides a lower standard
        of such duty than under the law applicable to a Delaware corporation.

         

        All common holders will have the
        right to participate in any Reorganized CHC exchange offer made available to any other holder of equity securities. For
        the avoidance of doubt, the repurchase of equity securities for cash shall not be considered an “exchange.”
        The shares of New Common Shares held by small holders will not be subject to any transfer restrictions, including rights
        of first refusal or rights of first offer, except to comply with the U.S. and foreign securities laws (including prohibiting
        transfers resulting in Reorganized CHC becoming a reporting company). Customary tag-along and drag-along rights will apply
        (but for the avoidance of doubt, sales by small holders will not be subject to tag-along rights of other holders). Minority
        shareholders will not be required to execute a shareholders agreement provided that minority shareholders may be bound
        by an operating agreement (or similar document) and terms of the CHC Plan (if any) concerning corporate governance without
        such execution.

         

        To the extent that Reorganized
        CHC is not a public reporting company, Reorganized CHC will provide unaudited quarterly financial statements for the first
        three quarters of a fiscal year and annual financial statements, which financial information may be made available to
        holders through a restricted electronic data room, and quarterly earnings calls with management. Such financial information
        may be made available to bona fide prospective purchasers who sign a customary non-disclosure agreement. The financial
        reporting obligations of Reorganized CHC described in the Restructuring Documents shall not be amended or modified to
        provide for less financial reporting to shareholders.

	 	 
	Retained Causes of Action	The Plan of Reorganization shall contain customary provisions
    regarding retention of all causes of action, including, subject to the ABL Term Sheet, any claims against Airbus related to
    the EC225 accident, by Reorganized CHC; provided, however, that potential chapter 5 claims against non-insider trade vendors
    and employees of Reorganized CHC as of the Effective Date shall be waived under the Plan of Reorganization.  
	 	 
	Releases and Exculpation	The Plan of Reorganization shall include, to the extent permitted
    by law, customary release and exculpation provisions in favor of (i) the Debtors and their present and former directors and
    officers, (ii) the Plan Sponsors, (iii) the ad hoc group of holders of the Senior Secured Notes and its members, (iv) the
    Bank of New York Mellon, in its capacity as indenture trustee for the senior secured notes, (v) HSBC Corporate Trustee Company
    (UK) Limited, in its capacity as collateral agent for the Senior Secured Notes, (vi) Milestone and (vii) the UCC and its current
    and former members; (viii) Law Debenture Trust Company, as indenture trustee for the senior unsecured notes due 2021; (ix)
    the Individual Creditor Parties and (x) the foregoing’s professionals and agents, each of (i) through (x) solely in
    their capacity as such.  


 




    	 	A-13	 



     


    

 


	Restructuring Expenses (to the Extent Not Paid Pursuant to the Cash
    Collateral Order)	As will be more fully set forth
        in the Backstop Agreement and/or Plan Support Agreement, all reasonable and documented fees and expenses of the Plan Sponsors,
        the Individual Creditor Parties (up to a maximum aggregate amount of $150,000) including all reasonable and documented
        fees and expenses incurred by the counsel, financial advisors, consultants and other professionals of such parties, shall
        be paid on a current basis after receipt of an invoice, each in accordance with the agreements between the Debtors and
        the applicable firm. All Restructuring Expenses billed prior to the Effective Date shall be paid on the Effective Date.
        For the avoidance of doubt, such counsel, financial advisors, consultants and other professionals to be paid pursuant
        to this section include Akin Gump Strauss Hauer & Feld LLP, Houlihan Lokey Capital, Inc., such other advisors retained
        by the Plan Sponsors and counsel to the Bank of New York Mellon. The fees, costs and expenses of Milestone and certain
        other entities specified in the Milestone Term Sheet shall be paid pursuant to the terms set forth in the Milestone Term
        Sheet.

         

        The Plan shall provide for the
        payment of the reasonable and documented fees and expenses (including counsel fees) of the indenture trustee for the senior
        unsecured notes due 2021.

	 	 
	OTHER PROVISIONS
	 
	Transaction Milestones 	The Plan Support Agreement shall include dates by which certain
    events must occur, including, among other things, entry of the PSA Order, entry of an order approving the disclosure statement,
    entry of an order confirming the Plan of Reorganization and the occurrence of the Effective Date, which milestones shall be
    acceptable in all respects to the Plan Sponsors, the UCC and the Debtors, each in their sole discretion.  
	 	 
	Business Plan	If there are any modifications or amendments to the business
    plan provided by the Debtors to the Plan Sponsors and the UCC as of the date of the Plan Support Agreement, including any
    change in the period covered by such business plan or any replacement or new business plan, such modifications or amendments
    (or new business plan) shall be acceptable to the Requisite Plan Sponsors and the UCC, each in their sole discretion.  
	 	 
	New ABL Facility	To the extent that the Debtors and the Plan Sponsors, in consultation
    with the UCC, seek to obtain a new asset based lending facility or any other type of financing to assist in the purchase of
    aircraft or provide working capital pursuant to an agreement to be entered into and effective on the Effective Date, such
    financing facility shall be in all respects reasonably acceptable to the Debtors, the Requisite Plan Sponsors, and the UCC.
    
	 	 
	MIP	On the Effective Date, Reorganized CHC will adopt a management
    incentive plan (the “MIP”) including a reservation of ten percent (10%) of the New Common Shares on a fully
    diluted basis (inclusive of the MIP shares) for distribution thereunder.  The material terms of the MIP shall be
    included in a document to be filed as part of the Plan Supplement. 


 




    	 	A-14	 



     


    

 


	Cash Collateral Order	The Debtors, the Plan Sponsors and the UCC shall
    work in good faith to negotiate a consensual  final order relating to the use of cash collateral (the “Final
    Cash Collateral Order”) that is reasonably acceptable in all respects to the Debtors, the Requisite Plan Sponsors
    and the UCC, for entry by October 18, 2016; provided, however, if a consensual Final Cash Collateral Order is not entered
    by October 18, 2016, the Debtors, the Plan Sponsors and the UCC will agree to a further interim order through the next omnibus
    hearing date of November 3, 2016 and a Final Cash Collateral Order reasonably acceptable in all respects to the Debtors, the
    Requisite Plan Sponsors and the UCC, shall be entered no later than November 3, 2016.  The termination of the Plan
    Support Agreement shall be an event of default under the Final Cash Collateral Order and the Debtors’ right to use Cash
    Collateral (as defined in the Final Cash Collateral Order) shall terminate fourteen (14) days following the occurrence of
    such event of default.
	 	 
	Post-Effective Date Committee	So long as the UCC does not terminate its obligations under
    the Plan Support Agreement, a post-Effective Date committee comprised of three members of the UCC will be formed on the Effective
    Date and funded by Reorganized CHC (subject to the Committee Fee Cap (as defined below)), and will have (i) consultation rights
    for the settlement of any General Unsecured Claims filed or asserted in the amount of $5 million or more, (ii) reasonable
    consent rights with respect to any settlement of a General Unsecured Claim that is settled for an Allowed General Unsecured
    Claim in excess of $5 million.  In the event the post-effective date committee does not consent to any such claim
    settlement, Reorganized CHC shall have the right to seek approval of such claim settlement by the Bankruptcy Court pursuant
    to Bankruptcy Rule 9019.  The Plan of Reorganization will provide that the Bankruptcy Court will retain jurisdiction
    to resolve any disputes related to post-Effective Date claims resolution.  The fees and expenses of the post-Effective
    Date committee shall not exceed $500,000 in the aggregate (the “Committee Fee Cap”).
	 	 
	Approval in Potential Canadian and/or Other Foreign Proceedings	To the extent that approvals are required that necessitate proceedings
    in foreign jurisdictions other than Canada and the Cayman Islands (to the extent disclosed to the Plan Sponsors and the UCC,
    subject to appropriate confidentiality restrictions, prior to the date of the Plan Support Agreement), the Debtors, the UCC
    and the Requisite Plan Sponsors shall jointly agree on the appropriate proceedings and processes to efficiently achieve such
    approvals.
	 	 
	Other Matters	The Plan Support Agreement shall
        include a termination event to the extent the unrestricted cash liquidity as of the Effective Date is less than an amount
        to be agreed upon by the Debtors, the UCC and the Requisite Plan Sponsors (after accounting for payments to be made on
        the Effective Date).

         

        Except as otherwise provided herein,
        other provisions set forth in the Plan Support Agreement, the Plan of Reorganization and all other documents or agreements
        related to the reorganization, including all exhibits, attachments, supplements, orders and documents related thereto,
        shall be in all respects reasonably acceptable to the Debtors, the UCC and the Requisite Plan Sponsors.



 




    	 	A-15	 



     


    

 


Exhibit A


 


Plan Sponsors


 


		1.	AllianceBernstein L.P.



 


		2.	Bain Capital Credit, LP



 


		3.	Carl Marks Management Company



 


		4.	Franklin Advisers, Inc.



 


		5.	Tennenbaum Capital Partners



 


		6.	Wayzata Investment Partners LLC



  




    	 	 	 



     


    

 


Exhibit B


 


Individual Creditor Parties 


  


		1.	Marble Ridge Capital LP



 


		2.	Solus Alternative Asset Management LP



 




    	 	 	 



     


    

 


Exhibit C


 


Backstop Commitment Parties


 


	Backstop Commitment Party	 	Commitment	 
	AllianceBernstein L.P.	 	$	57,231,439.00	 
	Bain Capital Credit, LP	 	$	108,380,404.00	 
	Carl Marks Management Company	 	$	36,124,146.00	 
	FHIT – Franklin High Income Fund	 	$	15,000,000.00	 
	Marble Ridge Capital LP	 	$	5,676,614.00	 
	Solus Alternative Asset Management LP	 	$	14,323,386.00	 
	Tennenbaum Capital Partners	 	$	19,480,268.00	 
	Wayzata Investment Partners LLC	 	$	43,783,743.00	 
	Total	 	$	300,000,000.00	 




















 






    	 	 	 



     


    



 


Exhibit D


 


Second Lien Convertible Notes Term Sheet


 




     


     


    



 


Exhibit D


 


New Second Lien Convertible Notes
Term Sheet


 


This Summary of Terms and Conditions
provides an outline of a proposed new second lien convertible notes financing. This Term Sheet does not include descriptions of
all of the terms, conditions and other provisions that are to be contained in the documentation relating to such transactions.
Any capitalized terms not defined herein shall have the meanings set forth in the Joint Plan of Reorganization Term Sheet.


 


	Issuer	 	Reorganized CHC.
	 	 	 
	Guarantors	 	Same as under any credit facility provided as consideration
    on account of the claims of the Holders of allowed Revolving Credit Agreement Claims (a “New Credit Facility”)
    or otherwise reasonably acceptable to the Requisite Plan Sponsors, the Debtors and the UCC.  
	 	 	 
	Purchase Price	 	$300.0 million
	 	 	 
	Facility	 	$464.1 million (inclusive of the original issue discount, Equitization
    Premium and the Put Option Premium) in face amount of second lien convertible notes (the “New Second Lien Convertible
    Notes”).
	 	 	 
	Equitization Premium	 	$100.0 million of New Second Lien Convertible Notes
	 	 	 
	Put Option Premium	 	$30.8 million of New Second Lien Convertible Notes
	 	 	 
	Original Issue Discount	 	10.0%
	 	 	 
	Initial Holders	 	Each holder that is an “accredited
        investor” within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities
        Act”) of (i) an allowed Senior Secured Notes Claim shall have the right to purchase its pro rata share of $404.4
        million of the New Second Lien Convertible Notes and (ii) an allowed Unsecured Notes Claim shall have the right to purchase
        their pro rata share of $28.9 million of the New Second Lien Convertible Notes, in each case, pursuant to the Rights Offering.

         

        New Second Lien Convertible Notes will be held in street name through DTC to the extent the initial holders
thereof are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or institutional “accredited
investors” (within the meaning of subparagraphs (a)(1), (2), (3) or (7) of Rule 501 of Regulation D under the Securities
Act), to the extent practicable.

	 	 	 
	Security	 	Same as the collateral under the New Credit Facility or otherwise
    reasonably acceptable to Requisite Plan Sponsors, the Debtors and the UCC but, in each case, junior to the liens securing
    the New Credit Facility.
	 	 	 
	Interest	 	Will not bear or pay interest other than in connection with
    an event of default.


 




     


     


    

  


	Default Rate	 	Upon and during the continuance of any event of
    default, interest shall accrue at a rate of 2.0% per annum, payable in cash.
	 	 	 
	Maturity	 	The date that is 3.5 years after the Effective Date (the “Maturity
    Date”).
	 	 	 
	Dividends	 	Participation in ordinary share dividends (other than dividends paid in New Common Shares) on an as-converted
basis.
	 	 	 
	Voting Rights	 	Entitled to vote on all matters upon which the holders of ordinary
    shares may vote, on an as-converted basis.  
	 	 	 
	Backstop Commitments	 	The Backstop Commitment Parties shall backstop the New Second
    Lien Convertible Notes issuance and receive the Put Option Premium in consideration for such backstop commitment as set forth
    in the Joint Plan of Reorganization Term Sheet. 
	 	 	 
	Mandatory Conversion 	 	The New Second Lien Convertible
        Notes will be mandatorily converted to New Common Shares upon the occurrence of any of the events set forth below (the
        date of such conversion, the “Conversion Date”). The number of New Common Shares issuable upon conversion
        of the $464.1 million outstanding principal amount of New Second Lien Convertible Notes will be equal to 85.4% of the
        New Common Shares outstanding as of the Effective Date on a fully diluted basis (but subject to dilution for the MIP),
        subject to adjustments related to anti-dilution protections. The conversion price shall be $464.1 million (even if less
        than that aggregate face amount of New Second Lien Convertible Notes is issued on the Effective Date) divided by the aggregate
        number of New Common Shares issuable in respect of $464.1 million face amount of New Second Lien Convertible Notes on
        the Effective Date, subject to anti-dilution protections or other adjustments as described below (the “Conversion
        Price”). It being understood that if the aggregate face amount of New Second Lien Convertible Notes issued on
        the Effective Date is less than $464.1 million, (i) the Conversion Price will not be adjusted and (ii) the percentage
        of New Common Shares outstanding as of the Effective Date on a fully diluted basis (but subject to dilution for the MIP)
        issuable upon conversion of the outstanding principal amount of New Second Lien Convertible Notes shall be adjusted as
        appropriate.

         

        New Second Lien Convertible Notes
        will mandatorily convert upon:

         

        ·     Any
        bona fide arm’s length issuance by Reorganized CHC of the New Common Shares to entities or persons that are not
        shareholders of Reorganized CHC (or affiliates of shareholders of Reorganized CHC) holding more than 10% of the New Common
        Shares immediately prior to such issuance for cash proceeds (net of underwriting commissions, placement fees, other similar
        expenses and other related fees and expenses), of $75.0 million or more in a single transaction at a pre-money equity
        value (post-conversion of the New Second Lien Convertible Notes) that is equal to or greater than 130.0% of the then-applicable
        Conversion Price.



 




    	 	2	 



     


    

  


	 	 	·     If
        the New Common Shares are traded on a national securities exchange, the first trading day on which the trailing 30-day
        VWAP of the New Common Shares is 130% of the then-applicable Conversion Price.

         

        ·     30
        days’ written notice to Reorganized CHC from holders of a majority of the aggregate principal amount of the New
        Second Lien Convertible Notes then outstanding.

         

        ·     Upon
        the occurrence of the Maturity Date.

	 	 	 
	Voluntary Conversion	 	Each holder of the New Second Lien Convertible Notes may elect
    at any time to convert their New Second Lien Convertible Notes into New Common Shares at the then-applicable Conversion Price.
	 	 	 
	Conversion Adjustments	 	The New Second Lien Convertible Notes shall contain customary
    anti-dilution protections or other adjustments including, without limitation, in connection with a subdivision or combination
    of outstanding New Common Shares, reclassification, recapitalization, stock split, stock dividends or similar events, issuance
    of rights or warrants, spin-off transactions, tender offers, share buybacks, and distributions or dividends in cash, in kind
    or securities, including dividends paid in New Common Shares (unless the holders of the New Second Lien Convertible Notes
    are fully participating in such dividends or distributions).
	 	 	 
	Prepayments	 	None permitted.
	 	 	 
	Affirmative and Negative Covenants	 	Covenants customarily found in convertible notes for similar
    financings for public companies, taking into account the secured nature of the notes, reasonably acceptable to the Requisite
    Plan Sponsors, the Debtors and the UCC.
	 	 	 
	Financial Covenants	 	None.
	 	 	 
	Events of Default	 	Events of default customarily
        found in convertible notes for similar financings for public companies, taking into account the secured nature of the
        notes, with the thresholds reasonably acceptable to the Requisite Plan Sponsors, Debtors and the UCC; provided that, an
        event of default under the New Credit Facility will not cause an event of default under the New Second Lien Convertible
        Notes unless lenders under the New Credit Facility accelerate the New Credit Facility as a result of such event of default.

         

        Upon the acceleration of New Second
        Lien Convertible Notes, the principal amount of New Second Lien Convertible Notes, plus accrued but unpaid interest at
        the default rate shall be immediately payable in cash to the holders thereof.



 




    	 	3	 



     


    

  


	Registration Rights	 	Certain holders of New Common Shares and New Second
    Lien Convertible Notes will have post-IPO demand, piggyback and shelf registration rights with respect to their Reorganized
    CHC securities.
	 	 	 
	Liquidation 	 	In the event of any liquidation,
        dissolution or winding up of Reorganized CHC, the holders of the New Second Lien Convertible Notes shall be entitled to
        receive the greater in value of (i) the face amount of the New Second Lien Convertible Notes in cash and (ii) the consideration
        such holders would receive in such transaction on an as-converted basis.

         

        A merger, consolidation, other
        corporate reorganization or similar transaction in which the holders of the voting power (including both New Common Shares
        and New Second Lien Convertible Notes) of Reorganized CHC prior to such transaction possess less than a majority of the
        voting power of the surviving entity by reason of their holdings of the New Common Shares and New Second Lien Convertible
        Notes immediately prior to such transaction, or any transaction in which all or substantially all of the assets of Reorganized
        CHC are sold to an entity that the holders of the voting power (including both New Common Shares and New Second Lien Convertible
        Notes) of Reorganized CHC own less than a majority of the voting power of the purchaser entity, shall be deemed to be
        a liquidation.



 




    	 	4	 



     


    

 


Exhibit E


 


New Unsecured Note Term Sheet


 




     


     


    






 


Exhibit E


 


New Unsecured Notes Term Sheet


 


This Summary of Terms and Conditions
provides an outline of the proposed new unsecured notes (the “New Unsecured Notes”) to be issued under the
Joint Plan of Reorganization. This Term Sheet does not include descriptions of all of the terms, conditions and other provisions
that are to be contained in the documentation relating to such transactions. Any capitalized terms not defined herein shall have
the meanings set forth in the Joint Plan of Reorganization Term Sheet.


 


	Issuer	 	Reorganized CHC.
	 	 	 
	Guarantors	 	Same as under the New Convertible Second Lien Notes and any
    credit facility provided as consideration on account of the claims of the Holders of allowed Revolving Credit Agreement Claims
    (a “New Credit Facility”) or otherwise reasonably acceptable to the Requisite Plan Sponsors, the Debtors
    and the UCC. 
	 	 	 
	Principal Amount	 	$37.5 million, subject to an agreed upon reduction in the amount
    of the Convenience Class Consideration (if any). 
	 	 	 
	Initial Holders   	 	On or after the Effective Date, in accordance with and subject
    to the terms of the Plan, holders of allowed General Unsecured Claims (other than holders of Senior Secured Notes Deficiency
    Claims and Unsecured Notes Claims) shall each receive their pro rata share of the New Unsecured Notes.  
	 	 	 
	Ranking	 	The New Unsecured Notes shall rank pari passu with the New Second
    Lien Convertible Notes and be deemed senior indebtedness of the Reorganized CHC but shall not have the benefit of any security
    or be convertible into New Common Stock.
	 	 	 
	Amortization	 	No amortization shall be required with respect to the New Unsecured
    Notes.  The New Unsecured Notes will be payable on the Maturity Date (defined below) or upon an earlier mandatory
    prepayment or acceleration after an Event of Default. 
	 	 	 
	Interest	 	5% per annum, payable quarterly

         

        Interest will be payable in kind
        until the earlier of the maturity (or accelerated maturity) of the New Second Lien Convertible Notes or conversion of
        the New Second Lien Convertible Notes, after which the interest on the New Unsecured Notes shall be payable in cash. In
        the event that the change from interest paid in kind to interest paid in cash occurs in the middle of an interest period,
        the accrued interest will be prorated and will be payable in kind for such period pre-conversion and in cash for such
        period post-conversion.

	 	 	 
	Default Rate	 	Upon and during the continuance of any event of default, interest
    shall accrue at a rate of 7.0% per annum, payable in cash regardless of whether the New Second Lien Convertible Notes have
    converted.
	 	 	 
	Maturity	 	The date that is 7 years after the Effective Date (the “Maturity
    Date”).
	 	 	 
	Prepayments	 	Upon a change in control or initial public offering of the Reorganized
    CHC, the Issuer must offer to purchase all of the outstanding New Unsecured Notes at 101% of the outstanding principal amount
    thereof plus all accrued and unpaid interest.  Except as otherwise stated in the prior sentence, the New Unsecured
    Notes may be prepaid or redeemed in whole or in part at any time, without premium or penalty.  


 




     


     


    

  


	Affirmative and Negative Covenants	 	Same as New Second Lien Convertible Notes.
	 	 	 
	Financial Covenants	 	None.
	 	 	 
	Events of Default	 	Same as the New Second Lien Convertible
        Notes.

         

        Upon the acceleration of New Unsecured
        Notes, the principal amount of New Unsecured Notes, plus change of control premium (if applicable), plus accrued but unpaid
        interest at the default rate shall be immediately payable in cash to the holders thereof.

	 	 	 
	Registration / Transferability	 	The issuance of the New Unsecured Notes shall be exempt from
    the registration requirements of the securities laws as a result of Section 1145 of the Bankruptcy Code. The New Unsecured
    Notes will be held in street name through DTC and will be freely transferable.
	 	 	 
	Information Rights	 	Same as available to equity holders under the charter documents
    of the Reorganized CHC, or, if greater to the New Second Lien Convertible Notes (other than collateral-level reporting).    
	 	 	 
	Governing Law and Jurisdiction	 	New York


 




    	 	2	 



     


    

 






EXHIBIT B


 


BACKSTOP AGREEMENT


 




    	 	B-1	 



     


    

  


BACKSTOP AGREEMENT


 


BETWEEN


 


CHC GROUP LTD. 


 


AND


 


THE INVESTORS IDENTIFIED AS SUCH HEREIN


 





 



 


Dated as of October 11, 2016


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	1.	The Rights Offering	2
	2.	The Backstop Commitments	4
	3.	Representations and Warranties of the Company	11
	4.	Representations and Warranties of the Investors	32
	5.	Additional Covenants of the Company	34
	6.	Additional Covenants of the Investors	40
	7.	Conditions to the Obligations of the Investors	40
	8.	Conditions to the Obligations of the Company	43
	9.	Survival of Representations and Warranties	45
	10.	Termination	45
	11.	Commercially Reasonable Efforts	49
	12.	Notices	50
	13.	Survival	52
	14.	Headings	52
	15.	Severability	52
	16.	Assignment; Third Party Beneficiaries	52
	17.	Complete Agreement	53
	18.	Governing law; Waiver of Trial by Jury	53
	19.	Counterparts	53
	20.	Amendments and Waivers	54
	21.	Specific Performance	54
	22.	Other Interpretive Matters	54
	23.	Further Assurances	55
	24.	No Reliance	55
	25.	No Interpretation Against Drafter	56
	26.	Publicity	56
	27.	Settlement Discussions	56


 




     


     


    

 


INDEX OF DEFINED TERMS


 


	ACA	19
	Accredited Investor	33
	Affected Investor	49
	Affiliates	55
	Agreement	1
	Akin Gump	6
	Aircraft	22
	Aircraft Lease	22
	Anti-Corruption Laws	28
	Anti-Money Laundering Laws	29
	Antitrust laws	15
	Assigning Party	8
	Backstop Commitments	4
	Backstop Escrow Account	7
	Backstop Funding Date	7
	Backstop Notes	4
	Ballots	3
	Bankruptcy Code	1
	Bankruptcy Court	1
	Business Day	3
	CHC Cases	1
	Closing	10
	Closing Date	10
	Code	18
	Collective Bargaining Agreements	20
	Company	1
	Company Intellectual Property	21
	Confirmation Order	1
	Contract	17
	Debtor	1
	Debtors	1
	Defaulting Investor	9
	Defaulting Unfulfilled Commitment Investor	5
	Disclosure Schedules	11
	Disclosure Statement	34
	Disclosure Statement Order	34
	DTC	10
	Employee Benefit Plan	18
	Employee Representatives	20
	Environmental Claim	24
	Environmental Laws	24
	Exchange Act	16
	Foreign Proceedings Plan	17
	GAAP	16
	Government Official	28
	Governmental Entity	28
	Guarantees	13
	Guarantors	13
	Hazardous Materials	24
	Indebtedness	22
	Indemnified Claim	36
	Indemnified Claim Proceeding	36
	Indemnified Party	35
	Indemnifying Party	35
	Indenture	13
	Intellectual Property	21
	Intercreditor Agreement	39
	Investor	1
	Investor Default	9
	Investor Percentages	2
	Investor Replacement	9
	Investors	1
	Joinder	8
	Knowledge of the Company	16
	Legal Proceeding	50
	Liens	14
	Losses	35
	Material Adverse Effect	11
	Material Aircraft Lease	32
	Material Contract	27
	Materials of Environmental Concern	23
	MIP	14
	Multiemployer Plan	18
	New Credit Facility	38
	New Equity	14
	Notes	1
	Offerees	1
	Permits	22
	Petition Date	1
	PFIC	39
	Plan	2
	Plan Effective Date	2
	Plan Sponsor Investors	6
	Plan Support Agreement	2
	Proceeding	53
	Purchase Notice	4
	Purchase Price	1
	Put Option Premium	5
	Put Option Premium Notes	5
	Put Option Premium Triggering Event	6
	Related Purchaser	8
	Relevant Persons	27
	Remaining Backstop Commitment	5
	Remaining Commitment Percentage	5
	Replacing Investors	9
	Requisite Investors	54
	Restructuring	2
	Right	1
	Rights Exercise Period	3
	Rights Expiration Time	3
	Rights Offering	1
	Rights Offering Escrow Account	3
	Rights Offering Notes	1
	Rights Offering Participants	4
	Rights Offering Procedures	2
	Sanctioned Party	30
	Sanctions	30
	Sanctions Authority	29
	Satisfaction Notice	4
	SEC	11
	SEC Documents	16
	Secured Notes Claimholders	1
	Secured Notes Purchase Price	1
	Secured Notes Right	1
	Securities Act	1
	Security Documents	39
	Subscription Agent	3
	Tax Returns	24
	Term Sheet	2
	Transaction Agreements	12
	Transaction Expenses	7
	Trustee	42
	UCC	6
	Ultimate Purchaser	8
	Unfulfilled Backstop Commitments	5
	Unsecured Claimholders	1
	Unsecured Purchase Price	1
	Unsecured Right	1
	Unsubscribed Notes	2


 




     


     


    

 


BACKSTOP AGREEMENT


 


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”).


 


WHEREAS, on May 5, 2016 (the “Petition
Date”), the Company and certain of its affiliates (each a “Debtor” and collectively, the
“Debtors”) filed voluntary petitions for relief (the “CHC Cases”) under chapter
11 of title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”)
before the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy
Court”);


 


WHEREAS, subject to the Bankruptcy Court’s
entry of a Final Order (as defined in the Plan Support Agreement (as defined below)) confirming the Plan (as defined below) pursuant
to section 1129 of the Bankruptcy Code (the “Confirmation Order”), consummation of the Plan, and the
other conditions specified in this Agreement, the Company proposes to offer and sell senior secured second lien convertible notes
reflecting the terms and conditions set forth in the Term Sheet (as defined below) (the “Notes”) of the
Company in the aggregate principal amount of four hundred thirty-three million three hundred thirty-three thousand three hundred
and thirty-three dollars ($433,333,333) pursuant to the Plan (as defined below) as part of a rights offering (the “Rights
Offering Notes”) with an aggregate purchase price of three hundred million dollars ($300,000,000) (the “Rights
Offering”), whereby each holder that is an “accredited investor” within the meaning of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”) of (i) the Secured Notes Claims (as defined
in the Plan Support Agreement) (the “Secured Notes Claimholders”) shall be offered a right (each, a “Secured
Notes Right”) to purchase such Secured Notes Claimholders’ pro rata portion (measured as the principal amount
of Secured Notes Claims held by such Secured Notes Claimholder as compared to the aggregate amount of Secured Notes Claims) of
the Rights Offering Notes in an aggregate principal amount of four hundred and four million four hundred forty-four thousand four
hundred and forty-four dollars ($404,444,444) at a purchase price equal to two hundred eighty million dollars ($280,000,000) (the
“Secured Notes Purchase Price”) and (ii) an allowed Unsecured Notes Claim (as defined in the Plan Support
Agreement) (the “Unsecured Claimholders” and, together with the Secured Notes Claimholders, the “Offerees”)
shall be offered a right (each, a “Unsecured Right” and, together with the Secured Notes Right, each,
a “Right”) to purchase such Unsecured Claimholder’s pro rata portion (measured as the principal
amount of Unsecured Claims held by such Unsecured Claimholder as compared to the aggregate amount of Unsecured Claims) of the Rights
Offering Notes in an aggregate principal amount of twenty-eight million eight hundred eighty-eight thousand eight hundred and eighty-nine
dollars ($28,888,889) at an aggregate purchase price equal to twenty million dollars ($20,000,000) (the “Unsecured
Purchase Price” and, together with the Secured Notes Purchase Price, the “Purchase Price”);


 




     


     


    

 


WHEREAS, in order to facilitate the Rights
Offering, pursuant to this Agreement, and subject to the terms, conditions and limitations set forth herein, each Investor, severally
and not jointly, has agreed to subscribe to, on the effective date of the Plan (the “Plan Effective Date”),
and the Company agrees to issue to such Investor, at the Purchase Price, such Investor’s percentage, as set forth on Exhibit
A (the “Investor Percentages”), of the aggregate principal amount of the Rights Offering Notes
minus the Rights Offering Notes purchased on or before the Rights Expiration Time (as hereinafter defined) in the Rights
Offering (such remaining Notes, in the aggregate, the “Unsubscribed Notes”);


 


WHEREAS, subject to the Bankruptcy Court’s
entry of the PSA Approval Order (as defined in the Plan Support Agreement), the Company agrees to pay a nonrefundable Put Option
Premium (as defined below) as provided herein;


 


WHEREAS, the Company will conduct the Rights
Offering and issue the Notes pursuant to a plan of reorganization to be filed in connection with the CHC Cases, reflecting the
terms and conditions set forth in the term sheet attached hereto as Exhibit B (the “Term Sheet”),
and on such other terms and conditions that are otherwise reasonably satisfactory to the Requisite Plan Sponsors (as defined in
the Plan Support Agreement) and the Debtors (as amended, supplemented or otherwise modified from time to time consistent with the
terms of the Term Sheet, the “Plan”);


 


WHEREAS, certain creditors of the Debtors
have entered into a Plan Support Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified
from time to time and including any annexes, exhibits and schedules, the “Plan Support Agreement”), pursuant
to which the supporting parties party thereto have agreed to, among other things, vote in favor of the Plan; and


 


WHEREAS, subject to the terms of the Plan
Support Agreement, the restructuring contemplated by the Term Sheet (collectively, the “Restructuring ”)
will be implemented through the Plan to be proposed by the Debtors in the CHC Cases, and the agreements contemplated thereby relating
to the existing debt and other obligations of the Debtors.


 


NOW, THEREFORE, in consideration of the foregoing,
and the representations, warranties and covenants set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the Company and the Investors intending to be legally bound, agree as follows:


 


1.           The
Rights Offering. The Rights Offering will be conducted in accordance with the rights offering procedures attached hereto
as Exhibit C (the “Rights Offering Procedures”) and as follows:


 


(a)          Rights
Offering. Subject to the terms and conditions and limitations set forth in this Agreement, including entry of the Rights Offering
Order and PSA Approval Order (in each case, as defined in the Plan Support Agreement), (i) the Company hereby undertakes to offer
the Rights Offering Notes for subscription by the Offerees pursuant to the Plan as set forth in this Agreement and (ii) in
connection with the Rights Offering and the Backstop Commitment, (x) the Company shall exercise its put right to issue and sell
to such Investors on the Closing Date (as defined below) and (y) each Investor hereby agrees, on a several and neither joint nor
joint and several basis, in such Investor’s capacity as a beneficial holder of the Secured Notes Claims and/or Unsecured
Notes Claims, as applicable, to fully exercise all Rights that are issued to such Investor as part of the Rights Offering (provided
that the Investors shall not be required to fund the Purchase Price in respect of the Rights Offering Notes into the Rights
Offering Escrow Account prior to the Backstop Funding Date (as defined below)) and purchase, and the Company agrees to issue and
sell to such Investor and shall issue and sell to such Investor, on the Closing Date (as defined below) all of such Investor’s
Rights Offering Notes as so required by the Company at the Purchase Price.


 




    	 	2	 



     


    

 


(b)          Exercise
of Rights. In connection with the Plan, the Company shall issue Rights to subscribe for the Rights Offering Notes. Each Offeree
as of a record date to be reasonably acceptable to the Company and the Requisite Investors (as defined below) will receive (i)
a Secured Notes Right to purchase, at the Purchase Price, up to its pro rata share (measured as the principal amount of Secured
Notes Claims held by such Offeree as compared to the aggregate amount of Secured Notes Claims) of the Rights Offerings Notes offered
to the Secured Notes Claimholders and (ii) an Unsecured Right to purchase, at the Purchase Price, up to its pro rata share (measured
as the principal amount of Unsecured Notes Claims held by such Offeree as compared to the aggregate amount of Unsecured Notes Claims)
of the Rights Offering Notes offered to the Unsecured Claimholders. The ballot forms (the “Ballots”)
distributed in connection with the solicitation of acceptances of the Plan shall provide a place, or shall be accompanied by a
subscription form, whereby each Offeree may exercise its Right in whole or in part. The Rights may be exercised during a period
(the “Rights Exercise Period”) specified in the Plan and the Rights Offering Procedures, which period
will commence on the date the Ballots are distributed and will end at the Rights Expiration Time. For purposes of this Agreement,
the “Rights Expiration Time” means 5:00 p.m. New York City time on the voting deadline
under the Plan, or such other date as shall be reasonably acceptable to the Debtors and the Requisite Investors, specified by the
Company in a notice provided to the Investors before 9:00 a.m. New York City time on the Business Day before the then-effective
Rights Expiration Time. For purposes of this Agreement, “Business Day” means any day of the year on which
national banking institutions in New York City are open to the public for conducting business and are not required or authorized
to close. The Plan shall provide that in order to exercise a Right, each (x) Offeree shall, prior to the Rights Expiration Time, return
a duly executed Ballot (or subscription form), which will include, among other things, an “accredited investor” certification
and a provision that such Offeree shall vote any and all of its Secured Notes Claims and/or Unsecured Notes Claims it holds or
has the authority to vote against the Debtors in favor of the Plan and shall not object to or vote to reject or impede the Plan,
support directly or indirectly such objection or impediment, or otherwise take any actions or commence any proceedings to oppose
or seek any modification of the Plan, to the subscription agent for the Rights Offering selected by the Company (the “Subscription
Agent”) and (y) Offeree (other than the Investors) shall, prior to the Rights Expiration Time, pay an amount
equal to the full Purchase Price for the number of Notes elected to be purchased by such Offeree by wire transfer of immediately
available funds prior to the Rights Expiration Time to an escrow account with an escrow agent satisfactory to the Requisite Investors
and the Company pursuant to an escrow agreement in form and substance reasonably satisfactory to the Requisite Investors and the
Company established for the Rights Offering pursuant to the Rights Offering Procedures (the “Rights Offering Escrow
Account”).


 




    	 	3	 



     


    

 


(c)          Rights
Offering Participants. On the Closing Date, the Company will issue the Rights Offering Notes to the Offerees with respect to
which Rights were validly exercised by such Offerees in accordance with the Rights Offering Procedures and this Agreement (the
“Rights Offering Participants”). The Rights Offering Notes shall be issued in minimum denominations of
$1.00 and multiples thereof with any fractions rounded down.


 


(d)          Waiver
of Rights Offering Participation. If the Subscription Agent for any reason does not receive from an Offeree (other than the
Investors) both a timely and duly completed Ballot (or subscription form, if applicable), and timely payment deposited in the Rights
Offering Escrow Account for the Rights Offering Notes being purchased by such Offeree, the Plan shall provide that, unless otherwise
approved by the Company and the Requisite Investors, such Offeree shall be deemed to have relinquished and waived its right to
participate in the Rights Offering.


 


(e)          Rights
Offering Notices. The Company hereby agrees and undertakes to give the Investors (and their counsel and financial advisors)
by email or facsimile transmission, on each Friday during the Rights Exercise Period (beginning on the first full week after the
commencement of the Rights Exercise Period) and on each Business Day during the five (5) Business Days prior to the Rights
Expiration Time (and any extensions thereto), a written notice setting forth a true and accurate calculation of the aggregate number
of Rights known by the Company to have been exercised pursuant to the Rights Offering as of the close of business on the preceding
Business Day, or alternatively, the number of Unsubscribed Notes. No later than the fifth (5th) Business Day following
the Rights Expiration Time, the Company hereby agrees and undertakes to give the Investors (and their counsel and financial advisors)
by email or facsimile transmission, the certification by an authorized signatory of the Company conforming to the requirements
specified herein for such certification of either (i) a true and accurate calculation of the number of Unsubscribed Notes,
and the aggregate Purchase Price therefor (a “Purchase Notice”) or (ii) in the absence of any
Unsubscribed Notes, the fact that there are no Unsubscribed Notes and that the Backstop Commitments are terminated (a “Satisfaction
Notice”). The Company shall as promptly as practicable provide any written backup, information and documentation
relating to the information contained in the Purchase Notice or Satisfaction Notice, as applicable, as any Investor may reasonably
request.


 




    	 	4	 



     


    

 


2.           The
Backstop Commitments.


 





(a)          In addition to its obligations under
Section 1(a), on the terms and subject to the conditions hereof, each of the Investors, severally and not jointly, agrees
to subscribe for and purchase, on the Plan Effective Date, and the Company agrees to put to, sell and issue to such Investor, at
the Purchase Price therefor, the (i) Rights Offering Notes and (ii) its Remaining Commitment Percentage of all Unsubscribed Notes
as of the Rights Expiration Time, in each case up to the aggregate principal amount set forth opposite such Investor’s name
under the column titled “Backstop Commitment Amount” in Exhibit A (the “Backstop Commitments”
and, the aggregate amount of Unsubscribed Notes issued to all Investors in accordance with their respective Backstop Commitments
pursuant to this Agreement, the “Backstop Notes”); provided, if one or more Investors default
in its Backstop Commitment obligations (after having not cured such default within two (2) Business Days after the receipt of a
notice from the Company of such default) (such portion of the Unsubscribed Notes which is not subscribed for and purchased by the
Defaulting Investor(s) (as defined below), the “Unfulfilled Backstop Commitments”) each of the other
Investors, severally and not jointly, agrees to subscribe for and purchase, at an aggregate Purchase Price of up to twenty million
dollars ($20,000,000) therefor, its Investor Percentage (as adjusted upwards to eliminate the Investor Percentage of the Defaulting
Investor(s)) of the Unfulfilled Backstop Commitments up to an aggregate principal amount of twenty-eight million, eight hundred
eighty-eight thousand, eight hundred and eighty-nine dollars ($28,888,889) for all non-Defaulting Investors (for the avoidance
of doubt, not up to twenty-eight million, eight hundred eighty-eight thousand, eight hundred and eighty-nine dollars ($28,888,889)
per Investor). For the avoidance of doubt, Section 2(j) shall govern the purchase of the Unfulfilled Backstop Commitments
in excess of an aggregate principal amount of twenty-eight million, eight hundred eighty-eight thousand, eight hundred and eighty-nine
dollars ($28,888,889), (equivalent to an aggregate Purchase Price of up to twenty million dollars ($20,000,000) therefor). An Investor
that does not fulfill its obligation to subscribe for and purchase its Investor Percentage of Unfulfilled Backstop Commitments
is defined hereunder as a “Defaulting Unfulfilled Commitment Investor.” Promptly upon
the expiration of the two (2) Business Day period set forth above, the Company shall send a notice to each non-Defaulting Unfulfilled
Commitment Investors specifying the amount of the Unfulfilled Backstop Commitment and such non-Defaulting Unfulfilled Commitment
Investor’s pro rata portion of the aggregate Purchase Price it will be required to pay. For purposes of this Agreement, (1)
“Remaining Backstop Commitment” means, with respect to each Investor, such Investor’s Backstop
Commitment Amount set forth on Exhibit A minus its Rights Offering Notes subscribed to pursuant to the Rights Offering in
accordance with Section 1(a) and (2) “Remaining Commitment Percentage” means with respect to each
Investor, such Investor’s Remaining Backstop Commitment as a percentage of the total Remaining Backstop Commitment of all
Investors.


 


(b)          Put
Option Premium. On the basis of the terms and conditions herein contained, and subject to the entry of the PSA Approval Order,
to compensate the Investors for the risk of their undertakings herein and as consideration for the Backstop Commitments, the Company
will pay to the Investors, in the aggregate, a nonrefundable aggregate premium payable on the Plan Effective Date in additional
Notes (the “Put Option Premium Notes”) in a principal amount of thirty million eight hundred fourteen
thousand eight hundred and fifteen dollars ($30,814,815) (the “Put Option Premium”); provided,
however, if this Agreement is terminated due to a Put Option Premium Triggering Event (as defined below), the Put Option
Premium shall be fully due upon termination of this Agreement and payable in cash in the amount of twenty-one million three hundred
thirty three thousand three hundred and thirty three dollars ($21,333,333) in two equal installments of (A) ten million six hundred
sixty-six thousand six hundred and sixty-six and 50/100 dollars ($10,666,666.50) in cash payable immediately upon termination of
this Agreement and (B) ten million six hundred sixty-six thousand six hundred and sixty-six and 50/100 dollars (10,666,666.50)
in cash payable upon the consummation of any plan of reorganization, sale or other restructuring transaction. For the avoidance
of doubt, the Put Option Premium will be payable regardless of the aggregate principal amount of Backstop Notes (if any) which
are issued. The Put Option Premium shall constitute an administrative expense claim (as defined in Section 101(5) of the Bankruptcy
Code) against each of the Debtors which shall be pari passu with all other administrative expenses. The Put Option Premium
shall be allocated among the Investors based on the Investor Percentages, which Put Option Premium shall be fully earned, non-refundable
and non-avoidable by the Investors upon approval of the Backstop Commitment pursuant to the PSA Approval Order. For the avoidance
of doubt, the Put Option Premium may be asserted against each Debtor; provided, if the Put Option Premium is paid in cash
in accordance with this Section 2(b), the Investors shall not receive more than twenty-one million three hundred thirty
three thousand three hundred and thirty three dollars ($21,333,333) in the aggregate on account of such Put Option Premium paid
in cash in connection with the termination of this Agreement.


 




    	 	5	 



     


    

 


(c)          Put
Option Premium Triggering Event. The Put Option Premium shall be payable in cash to the Investors as described in Section
2(b) upon the occurrence of any of the following events (collectively, a “Put Option Premium Triggering Event”):
(i) any termination of the Backstop Agreement by the Company (except as to any individual Plan Sponsor Investor who is terminated
for a breach that is not timely cured under Section 10(b)(i), in which case only such Investor shall not receive his pro
rata share of the Put Option Premium) or any termination of the Plan Support Agreement by the CHC Parties with respect to any party
thereunder other than the Official Committee of Unsecured Creditors (the “UCC”) (except if one or more
of the Plan Sponsors has breached its obligations under the Plan Support Agreement and the Plan Support Agreement is terminated
as to such Plan Sponsor individually such that there is not a Backstop Commitment for at least two hundred fifty million dollars
($250,000,000) in respect of the Purchase Price for the Notes (including the amounts related to the Unfulfilled Backstop Commitment
and all Investment Replacements)); (ii) any termination of the Plan Support Agreement by the Requisite Plan Sponsors or this Agreement
by the Requisite Investors as a result of (x) a breach by the Debtors or the Company, respectively, that is not timely cured or
(y) the occurrence under the Plan Support Agreement of a CHC Fiduciary Action (as defined in the Plan Support Agreement); (iii)
any termination of the Plan Support Agreement by the Milestone Parties (with respect to themselves), which also results in the termination of the Plan Support Agreement
by the Requisite Plan Sponsors; (iv) upon entry of an order of the Bankruptcy Court approving an Alternative Transaction; and (v)
any termination of the Plan Support Agreement or this Agreement as a result of the failure to cause the Plan Effective Date to
have occurred by the outside date set forth in Section 6(a)(ii)(H) of the Plan Support Agreement or Section 10(a)(ii)(H)
(provided, that the Put Option Premium under this clause (v) shall not be payable to any Investor that is in breach of this
Agreement, which breach would permit the Company to terminate this Agreement with respect to such Investor under Section 10(b)(i)
or to any of the Investors to the extent that there is not a Backstop Commitment for at least two hundred fifty million dollars
($250,000,000) in respect of the Purchase Price for the Notes (including the amounts required related to the Unfulfilled Backstop
Commitment and all Investment Replacements)).


 


(d)          Integral
Provisions. The provisions for the payment of the Put Option Premium, Transaction Expenses (as defined below) and the indemnification
provided herein, are an integral part of the transactions contemplated by this Agreement and without these provisions the Investors
would not have entered into this Agreement, and the Put Option Premium, Transaction Expenses and the indemnification provided herein
shall constitute allowed administrative expense claim of the Debtors’ estates.


 




    	 	6	 



     


    

 


(e)          Transaction
Expenses. The Debtors shall pay all reasonable and documented fees, costs and expenses of (x) the Investors which are Plan
Sponsors (as defined in the Plan Support Agreement) (the “Plan Sponsor Investors”), for any and all reasonable
and documented, fees, costs and expenses (including all reasonable fees and expenses of Akin Gump Strauss Hauer & Feld LLP
(“Akin Gump”), Walkers, Houlihan Lokey Capital, Inc. and any other counsel (including necessary local
counsel and regulatory counsel), financial advisors, consultants and other professionals of the Plan Sponsor Investors (retained
with the reasonable consent of the Company), which, for the avoidance of doubt shall include such other advisors retained by the
Plan Sponsors and counsel to the Secured Notes Trustee (as defined in the Plan Support Agreement)), and (y) for the other Investors
up to a maximum aggregate amount, without duplication of the fees, costs and expenses to be reimbursed to the Individual Creditor
Parties (as defined in the Plan Support Agreement) as required under the Plan Support Agreement, of $150,000, whether incurred
directly or by any of its or their counsel, financial advisors, consultants or other professionals) whenever incurred or invoiced
(collectively, “Transaction Expenses”) on a regular and continuing basis within two (2) Business Days
following fifteen (15) days after delivery of an invoice to the Debtors (redacted for privilege and work product), each in accordance
with the agreements between the Debtors and the applicable firm, without any requirement for Bankruptcy Court review or further
Bankruptcy Court order. The Debtors shall have ten (10) days following their receipt of any invoices to review and object to the
reasonableness of the fees and expense included in such invoice. If any such objection is not resolved within ten (10) days after
such objection is interposed, a hearing with respect thereto shall be conducted at a regularly scheduled omnibus hearing in the
CHC Cases, provided, that the Debtors shall pay any undisputed portion of such fees, costs and expenses on the first Thursday following
fifteen (15) days after the initial presentment of such invoices. To the extent not previously paid pursuant to the Cash Collateral
Orders (as defined in the Plan Support Agreement) or the PSA Approval Order, the Debtors shall pay all accrued and unpaid Transaction
Expenses, including estimated amounts, through the Plan Effective Date on the Plan Effective Date in cash. Transaction Expenses
invoiced after the Plan Effective Date shall be paid promptly by the Company and its subsidiaries following receipt of invoices
therefor.


 


(f)          Purchase
Notice. On the Closing Date, the Investors will purchase, and the Company will sell, only such number of Unsubscribed Notes
as are listed in the Purchase Notice, without prejudice to the rights of the Company or the Investors to seek later an upward or
downward adjustment if the number of Unsubscribed Notes in such Purchase Notice is inaccurate.


 


(g)          Delivery
of the Rights Offering Notes and Backstop Notes; Backstop Escrow Account. Delivery of the Rights Offering Notes and Backstop
Notes will be made by the Company to the respective Investors on the Closing Date against payment of the aggregate Purchase Price
for the Rights Offering Notes and Backstop Notes by wire transfer of immediately available funds from the Rights Offering Escrow
Account and the escrow account to which such Investor shall deliver and pay its Investor Percentage of the aggregate Purchase Price
for the Backstop Notes (the “Backstop Escrow Account”) in accordance with Section 2(k), respectively.
The Backstop Escrow Account shall be established with an escrow agent satisfactory to the Requisite Investors and the Company pursuant
to an escrow agreement in form and substance reasonably satisfactory to the Requisite Investors and the Company, which escrow agent
may be the same escrow agent serving as escrow agent for the Rights Offering Escrow Account, and the Backstop Escrow Account need
not be separate from the Rights Offering Escrow Account.


 


(h)          Backstop
Funding Date; Backstop Escrow Account and Rights Offering Escrow Account Investor Funding. No later than twenty-four (24) hours
prior to the proposed Plan Effective Date (the “Backstop Funding Date”), each Investor shall deliver
and pay its Investor Percentage of the aggregate Purchase Price for such Investor’s Backstop Notes by wire transfer in immediately
available funds in U.S. dollars into the Backstop Escrow Account in satisfaction of such Investor’s Backstop Commitment.
An Investor shall also pay the aggregate Purchase Price to satisfy any Unfulfilled Backstop Commitments or as a Replacing Investor
into the Backstop Escrow Account and, to the extent not previously paid, pay an amount equal to such Investor’s full Purchase
Price for the Rights Offering Notes to the Rights Offering Escrow Account. The funds held in the Backstop Escrow Account and the
Rights Offering Escrow Account shall be released to the Investors, and each Investor shall receive from the Backstop Escrow Account
and the Rights Offering Escrow Account the cash amount actually funded to the Backstop Escrow Account and the Rights Offering Escrow
Account by such Investor promptly following the termination of this Agreement in accordance with its terms.


 




    	 	7	 



     


    

 


(i)           Designation
and Assignment Rights.


 


(i)          Each
Investor shall have the right to designate by written notice to the Company no later than two (2) Business Days prior to the Closing
Date that some or all of its Rights Offering Notes, Backstop Notes or Put Option Premium Notes to be issued in the name of and
delivered to (x) its affiliates and any investment funds or separately managed funds or accounts or sub-accounts which such Investor
or its affiliates controls, manages, advises or sub-advises (a “Related Purchaser”) or (y) other Investor,
which notice of designation shall (i) be addressed to the Company and signed by such Investor and the Related Purchaser or other
Investor, as applicable, (ii) specify the aggregate principal amount of Rights Offering Notes, Backstop Notes or Put Option Premium
Notes to be delivered to or issued in the name of each such Related Purchaser or other Investor, as applicable and (iii) if designated
to a Related Purchaser, attach an executed joinder of the Related Purchaser pursuant to which the Related Purchaser will agree
to be bound by this Agreement and the Plan Support Agreement. No designation pursuant to this Section 2(i)(i) shall relieve
such Investor from its obligations under this Agreement (including the obligation to fund its Backstop Commitment).


 


(ii)         Additionally,
in the event that any Investor (an “Assigning Party”) sells, assigns or otherwise transfers all or any
portion of its Secured Notes Claim or its Unsecured Notes Claim to (i) another Investor or a Related Purchaser of another Investor
or (ii) a Related Purchaser of the Assigning Party (each such Investor or Related Purchaser, an “Ultimate Purchaser”),
in each case, it shall as a condition precedent to such sale, assignment or transfer, cause such Ultimate Purchaser (other than
an Investor or any other Person that is party to this Agreement and the Plan Support Agreement or executed a joinder pursuant to
which such Person will agree to be bound by this Agreement and the Plan Support Agreement (a “Joinder”))
to agree in writing to be bound by this Agreement and the Plan Support Agreement, including, for the avoidance of doubt, the Ultimate
Purchaser agreeing to assume the Assigning Party’s pro rata share of the Backstop Commitment associated with such transfer
of the Assigning Party’s Secured Notes Claim or Unsecured Notes Claim, as applicable, by executing and delivering to the
parties hereto a Joinder and such Ultimate Purchaser shall be entitled to the benefits of this Agreement, including the Put Option
Premium; provided, that such Assigning Party shall provide written notice to the Company and each other Investor in advance
of such transfer (other than a transfer to another Investor or any other Person that has already executed a Joinder) and no later
than two (2) Business Days prior to the Closing Date. Each Investor or Ultimate Purchaser agrees that any transfer of any Secured
Notes Claim or Unsecured Notes Claim that does not comply with the terms and procedures set forth in this Section 2(i)(ii)
shall be deemed void ab initio. After a Right has been exercised, the underlying Secured Notes Claim or Unsecured Notes
Claim will cease to be transferrable, and the holder of such Secured Notes Claim or Unsecured Notes Claim shall not transfer any
such Secured Notes Claim or Unsecured Notes Claim unless such holder transfers with such Secured Notes Claim or Unsecured Notes
Claim the right to receive the proceeds of the corresponding Rights in the Rights Offering, subject to compliance with applicable
securities laws relating to the transfer of restricted securities. No sale, assignment or transfer pursuant to this Section
2(i)(ii) shall relieve such Investor from its obligations under this Agreement (including the obligation to fund its Backstop
Commitment).


 




    	 	8	 



     


    

 


(j)           Investor
Default; Put Option Premium Allocation.


 


(i)          Subject
to Section 2(a), if an Investor defaults (a “Defaulting Investor”) in its Backstop Commitment
obligations (an “Investor Default”) without curing such default within two (2) Business Days following
receipt of notice provided by the Company to such Defaulting Investor, the Company shall promptly provide after the expiration
of such two (2) Business Day-period, written notice to all Investors substantially concurrently of such Investor Default, and the
Investors (other than any Defaulting Investor) or their designees shall have the right, but not the obligation, within ten (10)
Business Days after the expiration of such cure period, to make arrangements for one or more of the Investors (other than the Defaulting
Investor) or their designees to purchase all or any portion of such Defaulting Investors’ Backstop Commitment obligations
(such purchase, a “Investor Replacement”) on the terms and subject to the conditions set forth in this
Agreement and in such amounts as may be agreed upon by all of the Investors or their designees electing to make such an Investor
Replacement, or, if no such agreement is reached, in proportion to the respective Investor Percentages of such Investors who are
willing to purchase an Investor Replacement (such Investors, the “Replacing Investors”); provided
that the provisions of Section 2(a) and not this Section 2(j)(i) shall apply with respect to the first twenty million
dollars ($20,000,000) in aggregate Purchase Price of Unfulfilled Backstop Commitments, which Purchase Price is equivalent to twenty-eight
million eight hundred eighty-eight thousand eight hundred and eighty-nine dollars ($28,888,889) in aggregate principal amount of
Notes.


 


(ii)         If
an Investor funds its Backstop Commitment (and satisfies its pro rata portion of the Unfulfilled Backstop Commitment, if any),
such Investor shall be entitled to its pro rata portion of the Put Option Premium.  If the Rights Offering is not consummated,
such Investor shall be entitled to its pro rata portion of the Put Option Premium paid in cash pursuant to Section 2(b).
For the avoidance of doubt, a Defaulting Investor shall not be entitled to any portion of the Put Option Premium and the portion
of such Put Option Premium it would have received shall be allocated among those Investors that effectuate an Investor Replacement
in proportion to the amount of the Investor Replacement they each fund (taking into account the satisfaction of the Unfulfilled
Backstop Commitment), and any Notes purchased in accordance with Section 2(b) or this Section 2(j) in satisfaction
of the Unfulfilled Backstop Commitment or by a Replacing Investor, respectively, shall be included in the determination of such
Replacing Investor’s pro rata share of the Put Option Premium paid for in the form of Put Option Premium Notes as provided
in Section 2(b).


 


(iii)        Nothing
in this Agreement shall be deemed to require an Investor to purchase more than its Remaining Backstop Commitment of the Unsubscribed
Notes, except as provided in Section 2(a).


 




    	 	9	 



     


    

 


(iv)        For
the avoidance of doubt, no provision of this Agreement shall relieve any Defaulting Investor or Defaulting Unfulfilled Commitment
Investor from liability hereunder, or limit the availability of the remedies set forth herein, in connection with any such Defaulting
Investor’s Investor Default or Defaulting Unfulfilled Commitment Investor’s failure to satisfy its pro rata portion
of the Unfulfilled Backstop Commitment.


 


(k)          Closing.


 


(i)          Subject
to Section 7 and Section 8, unless otherwise agreed in writing between the Company and the Requisite Investors, the
closing of the Backstop Commitments (the “Closing”) shall take place at the offices of Weil, Gotshal
& Manges LLP, 767 Fifth Avenue, New York, NY 10153, at 10:00 a.m., New York City time, on the date (which date shall be extended
to take into account the cure periods under Sections 2(a) and Section 2(j)(i) on which all of the conditions set
forth in Section 7 and Section 8 shall have been satisfied or waived in accordance with this Agreement (other than
conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions).
The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.”


 


(ii)         At
the Closing, the funds held in the Backstop Escrow Account shall be released and utilized as set forth in accordance with the Plan.


 


(iii)        At
the Closing, the Rights Offering Notes, the Backstop Notes and the Put Option Premium Notes will be issued and delivered by
the Company to the account of each Investor (or to such other accounts as any Investor may designate in accordance with this
Agreement) against the payment of the aggregate Purchase Price for the Rights Offering Notes and Backstop Notes of such
Investor. The Company shall use its commercially reasonable efforts to make the Notes issued to (x) holders that are
“qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or institutional
“accredited investors” (within the meaning of subparagraphs (a)(1), (2), (3) or (7) of the Rule 501 of Regulation
D under the Securities Act) be registered in the name of Cede & Co., as a nominee for The Depository Trust Company
(“DTC”), and evidenced by global securities held on behalf of members or participants in DTC as
nominees for the Investors, and the Notes issued to (y) other holders be in the form of physical certificates, in registered
form on the books and records of the Company or its designee, or in book entry form through DTC if so permitted.
Notwithstanding anything to the contrary in this Agreement, subject to Section 1146(a) of the Bankruptcy Code, all Notes will
be delivered with all taxes or duties that are due and payable (if any) in connection with such delivery duly paid by the
Company only if such delivery is made to an Investor.


 


(iv)        Notwithstanding
anything herein to the contrary, but subject to the satisfaction of the conditions set forth in Section 7 (unless waived
by the Requisite Investors), if one or more Investors default in their Backstop Commitment obligations, the Company may elect to
consummate the transactions contemplated hereby and the Plan on the Plan Effective Date so long as at least two hundred fifty million
dollars ($250,000,000) of cash (including the amounts required to be deposited to purchase the Unfulfilled Backstop Commitment
and in respect of all Investment Replacements) in the aggregate shall have been deposited in the Rights Offering Escrow Account
and Backstop Escrow Account, as the aggregate Purchase Price for the Notes in an aggregate principal amount of at least three hundred
sixty-one million, one hundred and eleven thousand one hundred and eleven dollars ($361,111,111) on the Plan Effective Date. An
election by the Company not to consummate the transactions contemplated hereby and the Plan on the Plan Effective Date under the
circumstances described in this Section 2(k)(iv) shall not in any way limit the obligation of the Company to pay the Put
Option Premium to the Investors in cash on the terms set forth in this Agreement.


 




    	 	10	 



     


    

 


3.           Representations
and Warranties of the Company. Except (i) as disclosed in forms, reports, schedules, certifications, prospectuses, and
registration, proxy and other statements filed with the Securities and Exchange Commission (“SEC”) by
the Company since December 31, 2014 and prior to the date of this Agreement, (ii) set forth in the schedules (the “Disclosure
Schedules”) provided to the Investors or their advisors on or prior to the date of this Agreement or (iii) as disclosed
in any first day affidavits filed by the Debtors with respect to the CHC Cases, the Company represents and warrants to the Investors
as set forth below. Notwithstanding the foregoing, the only representations and warranties made by the Company in respect of all
aircraft equipment owned or leased by any of the Company or any of its subsidiaries are the representations and warranties set
out in Sections 3(v), (x), (y), (gg) and (jj).


 


(a)          Organization
and Qualification. Other than as a result of the filing of the CHC Cases, the Debtors and each other material subsidiary of
the Company is duly organized, validly existing and in good standing (or the equivalent thereof) under the laws of the jurisdiction
of its formation and has the requisite power and authority to own its properties and to carry on its business as now conducted.
The Debtors and each other material subsidiary of the Company is duly qualified or authorized to do business and is in good standing
(or the equivalent thereof) under the laws of each jurisdiction in which its ownership and leasing of property or the conduct of
its business requires it to be so qualified or authorized , except where the failure to be so qualified, authorized or in good
standing would not be reasonably likely to result in a Material Adverse Effect. For purposes of this Agreement, “Material
Adverse Effect” means (i) a material adverse effect on, or is reasonably likely to be materially adverse to, the
business, assets, properties, results of operations or financial condition of the Debtors (taken as a whole) or (ii) a material
adverse effect on the ability of the Debtors to consummate the transactions contemplated by this Agreement, the Plan Support Agreement
or the Plan, other than, with respect to clauses (i) and (ii), the effect: (A) of any change in the United States or foreign economies
or securities or financial markets in general; (B) of any change that generally affects any industry in which the CHC Parties operate;
(C) of any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or
any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions; (D) of any
changes in accounting rules; (E) resulting from the filing of the CHC Cases or any reasonably anticipated effects thereof; (F)
resulting from the public announcement of this Agreement or the Plan Support Agreement, compliance with terms of this Agreement,
the Plan Support Agreement or the consummation of the transactions contemplated hereby or thereby; (G) resulting from any act or
omission of any of the CHC Parties taken with the prior written consent of the Requisite Plan Sponsors; (H) any change in the market
price or trading volume of any security of a Debtor; or (I) any failure, in and of itself, of the CHC Parties to meet, with respect
to any period or periods, any internal or industry analyst projections, forecasts, estimates of earnings or revenues or business
plans; provided; however that the exception provided in clauses (H) and (I) shall not prevent or otherwise affect
a determination that any effect underlying such change or failure has resulted in or contributed to a Material Adverse Effect and
with respect to clauses (B), (C) and (D), such effects, alone or in combination, may be deemed to constitute, or be taken into
account in determining whether a Material Adverse Effect has occurred to the extent such effects disproportionately affect the
Debtors (taken as a whole) relative to other companies operating in the same industry as the Debtors.


 




    	 	11	 



     


    

 


(b)          Power
and Authority.


 


(i)          The
Company has the requisite company power and authority to enter into, execute and deliver this Agreement and, subject to entry of
the (A) PSA Approval Order, to perform its obligations hereunder and under the Plan Support Agreement (except for such obligations
that are specified in each such agreement as becoming effective immediately upon execution by the Company and the other Debtors)
and (B) the Confirmation Order and consummation of the Plan, if applicable and requiring approval of the Bankruptcy Court, the
definitive documents to consummate the Restructuring, including the issuance of the Rights and the Notes. The Company has taken
all necessary company action required for the due authorization, execution, delivery and performance by it of this Agreement, including
the issuance of the Rights and the Notes and all other agreements to which it will be a party as contemplated by this Agreement
and the Plan (this Agreement and such other agreements, collectively, the “Transaction Agreements”).


 


(ii)         Each
Debtor has the requisite power and authority (corporate or otherwise) to execute the Plan and to file the Plan with the Bankruptcy
Court and, subject to entry of the PSA Approval Order, Confirmation Order and consummation of the Plan, as applicable, to perform
its obligations thereunder and under the applicable Transaction Agreements to which it is a party, and will have taken all necessary
company action required for the due authorization, execution, delivery and performance by it of the Plan and under the applicable
Transaction Agreements.


 


(iii)        Subject
to the entry of the PSA Approval Order and the Confirmation Order, if applicable and requiring approval of the Bankruptcy Court,
each other Debtor has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction
Agreement to which such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the applicable orders
of the Bankruptcy Court, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation
of the Restructuring have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf of each other
Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to authorize
this Agreement or any of the other Transaction Agreements or to consummate the Restructuring.


 


(c)          Execution
and Delivery; Enforceability.


 


(i)          This
Agreement has been, and each other Transaction Agreements (other than the Security Documents and the Notes), upon the execution
and delivery thereof, will be, duly and validly executed and delivered by the Company or the applicable Debtors (as guarantors
or otherwise) and, assuming due authorization, execution and delivery by the Investors to this Agreement or the applicable counterparties
to the other Transaction Documents, and subject to entry of the PSA Approval Order, Confirmation Order and consummation of the
Plan, if applicable, constitutes or will constitute the valid and binding obligation of the Company and, to the extent applicable,
the other Debtors, enforceable against the Company and, to the extent applicable, the other Debtors, in accordance with their respective
terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer
and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles.


 




    	 	12	 



     


    

 


(ii)         The
Plan will be duly and validly filed with the Bankruptcy Court by the Debtors in accordance with Section 5(a) and the Plan
Support Agreement and, upon entry of the Confirmation Order and consummation of the Plan, will constitute the valid and binding
obligation of the Debtors, enforceable against the Debtors in accordance with its terms.


 


(iii)        Subject
to the requirements of applicable local laws, each Security Document, when executed and delivered in connection with the issuance
of the Notes, will be effective to create in favor of the collateral agent under the indenture for the Notes (the “Indenture”)
for the benefit of itself, the trustee under the Indenture and the holders of the Notes, a legal, valid and enforceable security
interest in the collateral described therein except as enforceability may be limited by applicable bankruptcy, fraudulent conveyance,
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) and the implied covenants of good faith
and fair dealings. Upon completion of the delivery, filing and other actions specified in the relevant Security Documents, the
collateral agent under the Indenture shall have a fully perfected second priority Lien on, and security interest in, all right,
title and interest of the Company and the guarantors under the Indenture (the “Guarantors”) in such collateral
(to the extent a security interest in such collateral can be perfected through taking of such actions), as security for the obligations
under the Indenture.


 


(iv)        The
Notes to be purchased by the Investors and the Rights Offering Participants from the Company will (A) on the Closing Date, be in
the form contemplated by the Indenture governing such Notes, have been duly authorized for issuance and sale pursuant to this Agreement
and the Indenture governing such Notes and (B) at the Closing Date, will have been duly executed by the Company and, when authenticated
in the manner provided for in the Indenture governing such Notes and delivered against payment of the purchase price therefor,
will constitute valid and binding obligations of the Company. The guarantees by the Guarantors (the “Guarantees”)
on the Closing Date when issued will be in the respective forms contemplated by the Indenture governing such Guarantee and have
been duly authorized for issuance pursuant to the Indenture governing such Guarantee; the Guarantees, at the Closing Date, have
been duly executed by each of the Guarantors and, when the applicable Notes have been authenticated in the manner provided for
in the Indenture governing such Guarantee and issued and delivered against payment of the purchase price therefor, such Guarantee
will constitute a valid and binding agreement of the applicable Guarantor, enforceable against such Guarantor in accordance with
its terms.


 




    	 	13	 



     


    

 


(d)          Reorganized
Company Capital.


 


(i)          On
the Plan Effective Date, (i) the limited liability company interests of the reorganized Company will consist of the issued
and outstanding membership interests as set forth in the operating agreement of the reorganized Company filed as part of a supplement
to the Plan, (ii) no New Equity will be held by the Company in its treasury, (iii) membership interests will be available for issuance
upon conversion of the Notes and exercise of options and other rights to purchase or acquire membership interests granted in connection
with the management incentive plan (“MIP”) and any other employment arrangement approved by the managers
or other governing body of the reorganized Company, the material terms of which shall be set forth in a supplement to the Plan
and (iv) no warrants to purchase membership interests will be issued and outstanding. For the avoidance of doubt, the membership
interests of the Company will be sufficient to accommodate any and all issuance of New Equity upon conversion of the Notes. For
purposes of this Agreement, “New Equity” means the membership interests of either (x) CHC Group Ltd.,
as reorganized pursuant to the Plan or (b) such other newly formed entity, whose corporate form and jurisdiction of incorporation
shall be determined in accordance with the Term Sheet and the Plan, to be issued on the Plan Effective Date.


 


(ii)         As
of the Plan Effective Date, all issued and outstanding New Equity will have been duly authorized and validly issued and will be
fully paid and non-assessable, and upon the issuance and delivery of the Notes in accordance with the Indenture, the Notes will
be convertible upon the terms set forth in the Indenture and the Notes, and such New Equity shall have been duly authorized and
available for issuance upon conversion of the Notes by all necessary company action and, when issued upon such conversion in accordance
with the terms of the Notes and the Indenture, will be validly issued and will be fully paid and non-assessable and free and clear
of any mortgage, deed of trust, pledge, option, power of sale, retention of title, right of pre-emption, right of first refusal,
hypothecation, security interest, encumbrance, claim, Lien or charge of any kind, or an agreement, arrangement or obligation to
create any of the foregoing (“Liens”) under the Company’s limited liability company agreement and
(except as set forth in the registration rights agreement, the corporate governance documents and under Cayman law) the issuance
of such membership Interests upon such conversion will not be subject under any other agreement to the preemptive or other similar
rights of any securityholder of the Company.


 


(iii)        Except
as set forth in this Section 3(d), as of the Plan Effective Date, no membership interest or other equity securities
or voting interest in the reorganized Company will have been issued, available for issuance or outstanding.


 


(iv)        Except
as described in this Section 3(d) and except as set forth in the Plan, Disclosure Statement, the registration rights
agreement, the corporate governance documents, the Indenture and the Notes or any employment agreement and the MIP, or except as
set forth in Schedule 3(d) to the Disclosure Schedules, as of the Plan Effective Date, neither the Company nor any of its subsidiaries
will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, contract,
arrangement or undertaking (including any preemptive right) that (i) obligates the Company or any of its subsidiaries to issue,
deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or
repurchased, redeemed or otherwise acquired, any New Equity of, or other equity or voting interests in, the Company or any of its
subsidiaries or any security convertible or exercisable for or exchangeable into any membership interests of, or other equity or
voting interest in, the Company or any of its subsidiaries, (ii) obligates the Company or any of its subsidiaries to issue,
grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking,
(iii) restricts the transfer of any membership interests of the Company or any of its subsidiaries or (iv) relates to
the voting of any membership interest of the Company.


 




    	 	14	 



     


    

 


(e)          No
Conflict. Other than as a result of the filing of the CHC Cases, the distribution of the Rights, and, subject to entry of the
Confirmation Order and consummation of the Plan, the sale, issuance and delivery of the Notes, the consummation of the Rights Offering
by the Company, the sale, issuance and delivery of the Unsubscribed Notes pursuant to the terms hereof, and the execution and delivery
(or, with respect to the Plan, the filing with the Bankruptcy Court) by the Company of this Agreement, the Transaction Agreements
and the Plan and compliance by it with all of the provisions hereof and thereof and the consummation of the Restructuring (including
compliance by the Investors with their respective obligations hereunder and thereunder): (i) will not conflict with or result in
a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of
time, or both), or result, except to the extent expressly provided in or contemplated by the Plan, in the acceleration of, or the
creation of any Lien under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any
Debtor is a party or by which any Debtor is bound or to which any of its properties or assets is subject; (ii) will not result
in any violation of the provisions of the organizational documents of the Company or its subsidiaries; and (iii) assuming the accuracy
of the Investors’ representations and warranties in Section 4, will not result in any violation of, or any termination or
material impairment of any rights under, any law, statute, subject to compliance with Antitrust laws, or any license, authorization,
injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over any
Debtor or any of its properties, except in any such case described in clause (i) or clause (iii), as would not, individually or
in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(f)          Consents
and Approvals. Assuming the accuracy of the Investors’ representations and warranties in Section 4, no consent,
approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction
over the Company or any of its subsidiaries or any of its properties is required for the distribution of the Rights, the sale,
issuance and delivery of the Notes upon exercise of the Rights, the issuance, sale and delivery of Unsubscribed Notes to the Investors
hereunder, the consummation of the Rights Offering by the Company and the execution and delivery by the Company of this Agreement
or the Plan and performance of and compliance by it with all of the provisions hereof and thereof (including payment of the Put
Option Premium and Transaction Expenses of the Investors, as applicable, as required hereby) and the consummation of the Restructuring,
except (i) the entry of the Confirmation Order and the PSA Approval Order, if applicable, (ii) any applicable filings under
Antitrust laws, if required, and (iii) such consents, approvals, authorizations, registrations or qualifications required
for the transactions contemplated by this Agreement the absence of which would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect. For purposes of this Agreement, “Antitrust laws”
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder
and any similar law enforced by any governmental antitrust entity of any jurisdiction (foreign or domestic) regarding pre-acquisition
notifications for the purpose of competition reviews of mergers and acquisitions, the Sherman Act, as amended, the Clayton Act,
as amended, the Federal Trade Commission Act, as amended, and all other applicable laws that are designed or intended to prohibit,
restrict or regulate actions or transactions having the purpose or effect of monopolization or restraint of trade or lessening
of competition through merger or acquisition or effectuating foreign investment.


 




    	 	15	 



     


    

 


(g)          Financial
Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included
or incorporated by reference in the documents filed by the Company with the SEC under the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”) since January 1,
2016 and prior to the date of this Agreement (the “Exchange Act Documents”) complied as to form in all
material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto
as of the dates indicated and the results of their operations and their cash flows for the periods specified. Such financial statements
have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”)
applied on a consistent basis throughout the periods covered thereby (except as disclosed in the Exchange Act Documents).


 


(h)          SEC
Documents. The Company has filed all required reports, proxy statements, forms, and other documents with the SEC since December
31, 2015 (collectively, the “SEC Documents”). Each of the SEC Documents, as of its respective date, complied
in all material respects with the requirements of the Securities Act and the Exchange, as the case may be, and the rules and regulations
of the SEC promulgated thereunder applicable to such SEC Documents, and, except to the extent that information contained in any
SEC Document has been revised or superseded by a later filed SEC Document filed and publicly available prior to the date of this
Agreement, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading. The Company has filed with the SEC all “material contracts” (as such term is defined in Item
601(b)(10) of Regulation S-K under the Exchange Act) that are required to be filed as exhibits to the SEC Documents.


 


(i)           No
Violation. No Debtor is, except as a result of the CHC Cases or as disclosed prior to the date of this Agreement in the Exchange
Act Documents, in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental
or regulatory authority, except for any such default or violation, that would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect.


 


(j)           Legal
Proceedings. Except in respect of the CHC Cases and any adversary proceedings or contested motions commenced in connection
therewith, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending or, to the knowledge,
after reasonable inquiry, of the individuals set forth on Schedule 3(j) to the Disclosure Schedules, (the “Knowledge
of the Company”), threatened (including “cease and desist” letters), against, nor any outstanding judgment,
order, writ or decree against, the Company or any of its subsidiaries or any of its or their respective assets before or by any
Governmental Entity, which would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect..


 




    	 	16	 



     


    

 


(k)          No
Other Proceedings. Other than the Scheme of Arrangement in the Cayman Islands and the insolvency proceedings in Canada, the
detailed terms of which have been disclosed by the Debtors to the Plan Sponsor Investors on or prior to the date of this Agreement
(the “Foreign Proceedings Plan”), which proceedings in the Cayman Islands and Canada shall require the
consent of the Requisite Plan Sponsors to be modified in a manner inconsistent with the Foreign Proceedings Plan, there are no
other foreign insolvency proceedings or approvals necessary in connection with the Restructuring or that are required in order
to consummate the Restructuring.


 


(l)          No
Broker’s Fees. Except for agreements with PJT Partners LP with respect to the Debtors (and not the Investors), neither
the Company nor any of its subsidiaries is a party to any binding agreement, contract, instrument or arrangement, including any
loan, note, bond, mortgage, indenture, guarantee, deed of trust, license, franchise, commitment, lease, franchise agreement, letter
of intent or memorandum of understanding, and any amendments thereto (each, a “Contract”), with any person
that would give rise to a valid claim against a Debtor or the Investors for a brokerage commission, finder’s fee or like
payment in connection with the offering and sale of the Rights or the Notes.


 


(m)         Arm’s-Length.
The Company acknowledges and agrees that (i) each of the Investors is acting solely in the capacity of an arm’s-length contractual
counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the
terms of the Rights Offerings) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any of its subsidiaries
and (ii) no Investor is advising the Company or any of its subsidiaries as to any legal, tax, investment, accounting or regulatory
matters in any jurisdiction.


 


(n)          No
Material Adverse Effect. Since July 31, 2016, (i) there has been no event, development, occurrence or change that has occurred
or exists that would reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect.


 


(o)          [Reserved.]


 


(p)          Compliance
with Laws. Subject to the requirements of applicable local laws and other than as a result of the filing of the CHC Cases,
(i) the Company is not in violation of its Second Amended and Restated Memorandum and Articles of Association, and (ii) no subsidiary
of the Company is in violation of its respective charter or bylaws or similar organizational document in any material respect.
Neither the Company nor any of its subsidiaries is in violation of any law or any judgment, order, award, injunction, writ, permit,
license or decree (“Order”) of any (a) any national, federal, state, county, municipal, local or foreign
or supranational government, or other political subdivision thereof, (b) any entity exercising executive, legislative, judicial,
regulatory, tribunal, taxing or administrative functions, and (c) any arbitrator or arbitral body or panel, department, ministry,
instrumentality, agency, court, commission or body of competent jurisdiction, which would reasonably be expected to result in,
individually or in the aggregate, a Material Adverse Effect


 




    	 	17	 



     


    

 


(q)          Securities
Registration Exemption. Assuming the truth and accuracy of the representations of each Investor set forth in this Agreement
in Sections 4(g) to (k) and each Offeree in the Ballot (or subscription form), the issuance of the Notes in the manner
contemplated by the Disclosure Statement shall be exempt from registration pursuant to Section 4(a)(2) under the Securities
Act and/or Regulation D thereunder.


 


(r)           Employer
Plans.


 


Except as set forth in Schedule 3(r) to the
Disclosure Schedules or except as would not, individually or in the aggregate, result in a Material Adverse Effect:


 


(i)          each
employee benefit plan (as defined in Section 3(3) of ERISA, whether or not subject to ERISA) maintained for current or former employees
of the Company or any of its subsidiaries or any other person with whom the Company is considered a single employer under Section
414 of the Internal Revenue Code (the “Code”) or Title IV of ERISA, to which the Company or any of its
subsidiaries is required to contribute, including any pension, profit-sharing, retirement, death, disability, supplemental retirement,
welfare benefit, retiree health, life insurance, compensation, employment, change in control, bonus, equity or equity-based compensation,
retention, severance, termination, deferred compensation or other similar agreement, arrangement, plan, policy or program that
the Company or any of its subsidiaries, maintains, sponsors, contributes to, is a party to, or as to which Company or any of its
subsidiaries otherwise has any material obligation or material liability, but excluding (x) any multiemployer plan (as defined
in Section 3(37) of ERISA) that is maintained in the United States and (y) any non-U.S. defined-benefit pension plan (other than
plans that are mandated by applicable Law and administered by a Governmental Entity) in the case of each of clauses (x) and (y),
for the benefit of employees of multiple unrelated employers and to which Company or any of its subsidiaries contributes or is
required to contribute and which is not maintained or administered by Company or any of its subsidiaries (a “Multiemployer
Plan”) (other than any plan to which any of the Company or its subsidiaries contributes (or has an obligation to
contribute) pursuant to applicable law and that is sponsored or maintained by a Governmental Entity) (an “Employee
Benefit Plan”) complies with, and has been operated and administered in compliance with its terms and all applicable
laws;


 


(ii)         with
respect to any Employee Benefit Plan, no actions, Liens, lawsuits, claims or complaints (other than routine claims for benefits,
appeals of such claims and domestic relations order proceedings) are pending or, to the Knowledge of the Company, threatened, and,
to the Knowledge of the Company, no facts or circumstances exist that would reasonably be expected to give rise to any such actions,
Liens, lawsuits, claims or complaints;


 


(iii)        to
the Knowledge of the Company, (x) none of the Employee Benefit Plans are presently under audit or examination, nor is a potential
audit or examination reasonably anticipated, by the IRS, the Department of Labor or any other Governmental Entity and (y) to
the Knowledge of the Company, no event has occurred with respect to an Employee Benefit Plan which would reasonably be expected
to result in a liability of any of the Company or its subsidiaries to any Governmental Entity;


 




    	 	18	 



     


    

 


(iv)        all
contributions and premiums required to have been paid by the Company or any of its subsidiaries to any Contract or other funding
arrangement, or pursuant to any applicable law (including ERISA and the Code and similar provisions of non-U.S. law) or collective
bargaining or similar agreements have been paid within the time prescribed by any such plan, agreement or applicable law;


 


(v)         no
Employee Benefit Plan provides for reimbursement or gross-up of any excise tax under Section 409A or Section 4999 of
the Code;


 


(vi)        the
Company and its subsidiaries are in compliance with any and all requirements of the Patient Protection and Affordable Care Act,
as amended from time to time, and all rules, regulations, rulings and interpretations adopted by the Internal Revenue Service,
the Department of Labor or the Department of Health and Human Services (the “ACA”) and no condition exists
that would reasonably be expected to present a risk to any of the Company or its subsidiaries of incurring any tax, penalty or
other liability under the ACA;


 


(vii)       each
Employee Benefit Plan that is an underfunded pension plan or other retirement plan subject to minimum funding standards under applicable
law, satisfies such standards, as applicable, no waiver of such funding has been sought or obtained, and no Governmental Entity
has issued, or, to the Knowledge of the Company, would reasonably be expected to issue, any contribution notices or financial support
directions in respect of such an Employee Benefit Plan;


 


(viii)      (x)
none of the Company or its subsidiaries has incurred any unsatisfied liability (including withdrawal liability) in respect of any
Multiemployer Plan and (y) no liability under Title IV or Sections 302, 303 or 304 of ERISA or Sections 412, 430 or 431 of the
Code or similar provisions of non-U.S. law has been incurred by any of the Company or its subsidiaries, and no condition exists
that would reasonably be expected to present a risk to any of the Company or its subsidiaries of incurring any such liability,
including as a consequence of being considered a single employer with any other person under Section 414 of the Code or Title
IV of ERISA or a similar provision of non-U.S. law; and


 


(ix)         neither
the execution of, nor the completion of the transactions contemplated by, this Agreement (whether alone or in connection with any
other event(s)), will result in (i) severance pay or an increase in severance pay upon termination after the date hereof to any
current or former employee of any of the Company or its subsidiaries, (ii) any payment or benefit becoming due, or increase in
the amount of any payment or benefit due, to any current or former employee, director or independent contractor of any of the Company
or its subsidiaries or (iii) acceleration of the time of payment or vesting or result in funding of compensation or benefits to
any current or former employee, director or independent contractor of any of the Company or its subsidiaries.


 




    	 	19	 



     


    

 


(s)          Labor
Relations.


 


(i)          Except
as set forth in Schedule 3(s) to the Disclosure Schedules or except as would not, individually or in the aggregate, result in a
Material Adverse Effect, (x) no labor strike, slowdown, work stoppage, picketing, leafleting, sit-in, boycott, material labor dispute,
lockout, concerted refusal to work overtime or similar form of organized labor disruption directed at the Company or any of its
subsidiaries is in effect or, to the Knowledge of the Company, threatened with respect to employees of any of the Company or any
of its subsidiaries, and none of the Company or any of its subsidiaries has experienced any such labor controversy, dispute or
organized labor disruption within the past two years, and (y) no unfair labor practice charge is pending against the Company or
any of its subsidiaries before the National Labor Relations Board or any similar local, state, or federal agency or office, or
to the Knowledge of the Company are any such charges threatened against the Company or any of its subsidiaries.


 


(ii)         No
inspection, action, complaint, charge, inquiry, investigation, employment-related audit, labor-related audit, suits, claims, arbitrations,
demands, notice of non-compliance or proceedings by or on behalf of any current or former employee, labor organization (including
any union or works council) or other appointed, elected, identified, or recognized representative of the employees of any of the
Company or any of its subsidiaries (including persons employed jointly by such entities with any other staffing or other similar
entity) is pending or, to the Knowledge of the Company, threatened that has had or would reasonably be expected to result in a
Material Adverse Effect.


 


(iii)        The
Company has, prior to the entry into this Agreement, made available to the Investors or their advisors, or provided an opportunity
to review, true and complete copies of all written collective agreements and all written material memoranda of understanding, contracts,
letters, side letters and contractual obligations of any kind, nature and description (“Collective Bargaining Agreements”),
that have been entered into between or that involve or apply to the Company or any of its subsidiaries and/or any Employee Representative
(as defined herein) applicable to persons employed by the Company or any of its subsidiaries in effect as of the date of this Agreement
and the status of any negotiations with any labor organization, works council, workers’ committee, union representatives
or any other type of employees’ representatives appointed, elected, identified or recognized for collective bargaining purposes
(collectively “Employee Representatives”) ongoing as of the date of this Agreement. Prior to the date
of this Agreement, the Company provided a list to the Investors or their advisors of any jurisdiction in which the employees of
the Company or any of its subsidiaries are represented by an Employee Representative and, to the Knowledge of the Company, no other
union organizing efforts or Employee Representatives’ elections or similar form of activity is ongoing at the Company or
any of its subsidiaries or, to the Knowledge of the Company, are threatened with respect to any such employees. Except as set forth
in Schedule 3(s) to the Disclosure Schedules or except as does not constitute a Material Adverse Effect, neither the Company nor
any of its subsidiaries is subject to any obligation (whether pursuant to Law or Contract) to notify, inform and/or consult with,
or obtain consent from, any Employee Representative regarding the transactions contemplated by this Agreement prior to entering
into this Agreement.


 




    	 	20	 



     


    

 


(iv)        The
Company and each of its subsidiaries has complied in all respects with all applicable Laws relating to labor and employment including
but not limited to all applicable Laws relating to the payment of wages, salaries, fees, commissions, bonuses, overtime pay, holiday
pay, sick pay, benefits and all other compensation, remuneration and emoluments due and payable to such employees under any Company
Plan or any applicable Collective Bargaining Agreement or Law, collective bargaining, reductions in force, equal employment opportunities,
working conditions, employment discrimination, harassment, civil rights, safety and health, disability, employee benefits, employee
classification, workers’ compensation, immigration, family and medical leave, and the collection and payment of withholding
or social security taxes, except to the extent that any noncompliance does not constitute a Material Adverse Effect and, for the
avoidance of doubt, except for any payments that are not permitted by the Bankruptcy Court or the Bankruptcy Code.


 


(t)           Intellectual
Property. Except as would not, individually or in the aggregate, have a Material Adverse Effect (i) to the Knowledge of the
Company, the Company and its subsidiaries own, free and clear of all Liens (other than licenses to Intellectual Property granted
in the ordinary course of business), all worldwide intellectual and industrial property rights, including patents, utility models,
trademarks, service marks, trade names, corporate names, trade dress, domain names, and other source indicators (and all goodwill
relating thereto), copyrights and copyrighted works, inventions, know-how, trade secrets, methods, processes, formulae, technical
or proprietary information, and technology and all registrations, applications, renewals, re-examinations, re-issues, divisions,
continuations, continuations-in part and foreign counterparts thereof (“Intellectual Property”) for which
registrations and applications have been filed in their names that are not expired or abandoned that are used in the conduct of
the business of the Company and its subsidiaries and that are purported to be owned by the Company (“Company Intellectual
Property”); (ii) the Company Intellectual Property for which registrations or applications have been filed in their
names and that are not expired or abandoned, is subsisting and unexpired, and to the Knowledge of the Company, valid and enforceable;
(iii) to the Knowledge of the Company, the Company and its subsidiaries own or has a valid right to use all Intellectual Property
necessary and sufficient to conduct the business of the Company and its subsidiaries; (iv) to the Knowledge of the Company, the
conduct of the business of the Company and its subsidiaries does not infringe, dilute, misappropriate or otherwise violate the
Intellectual Property of any third party and no person is infringing, diluting, misappropriating or otherwise violating any Company
Intellectual Property; and (v) the Company and its subsidiaries take reasonable actions to protect (x) the trade secrets and confidential
information owned by any of the Company or any of its subsidiaries, including by taking commercially reasonable steps to cause
each employee of the of the Company or any of its subsidiaries to comply with a policy of maintaining the confidentiality of any
trade secret and confidential information, and (y) the security and operation of their software, websites and systems (and the
data therein), and, to the Knowledge of the Company, there have been no breaches or outages of the of the Company’s or any
of its subsidiaries’ software, websites and systems (and the data therein).


 


(u)          Title.
Except for any Liens in respect of any secured Indebtedness (as defined below) of the Company and its subsidiaries, each of the
Company and its subsidiaries (a) has good and marketable title to its property that is owned real property, (b) has valid leases
to its property that is leased real property and (iii) good and valid title to or a valid leasehold interest in all of its other
property, other than negligible assets not material to the operations of the Company or any of its subsidiaries, in each case,
except as would not, individually or in the aggregate, have a Material Adverse Effect. Notwithstanding the foregoing, and for the
avoidance of doubt, the representations and warranties set out in this Section 3(u) shall not apply to aircraft equipment,
the applicable provisions of which are set forth in Section 3(v).


 




    	 	21	 



     


    

 


(v)          Aircraft
Owned and Leased. Schedule 3(v) of the Disclosure Schedules lists each Aircraft as of the date hereof (1) legally and/or beneficially
owned by the Company or any of its subsidiaries or (2) leased by the Company or any of its subsidiaries under a lease agreement
with a third party (excluding, for the avoidance of doubt, an intragroup lease) (an “Aircraft Lease”).
As of the date hereof, each Aircraft is either (a) legally and/or beneficially owned by the Company or any of its subsidiaries
or (b) subject to a right to possess by the Company or any of its subsidiaries under an Aircraft Lease (excluding, for the avoidance
of doubt, any intragroup lease). As of the date hereof, except as would not, individually or in the aggregate, result in a Material
Adverse Effect, each such Aircraft and the interest of any of the Company or its subsidiaries under any Aircraft Lease relating
to any Aircraft, is free and clear of all Liens, other than Liens arising from or relating to industry pooling arrangements, “permitted
liens” (or any other phrase of similar meaning) or any other Liens neither the Company nor any of its subsidiaries are then
required to terminate or discharge or for which neither the Company nor any of its subsidiaries is responsible under the terms
of the relevant Aircraft Lease, related transaction documentation or pursuant to the terms of Contracts for Indebtedness applicable
to such Aircraft. “Indebtedness” means, with respect to any person, (i) obligations of such person for
borrowed money (including accrued and unpaid interest and the full redemption value of any premiums, costs or penalties associated
with repaying such obligations), or with respect to deposits or advances of any kind, (ii) obligations of such person evidenced
by bonds, debentures, notes or similar instruments, (iii) obligations of such person upon which interest charges are customarily
paid (other than trade payables incurred in the ordinary course of business consistent with past practice), (iv) obligations of
such person under conditional sale or other title retention agreements relating to any property purchased by such person, (v) obligations
of such person incurred or assumed as the deferred purchase price of property or services (excluding obligations of such person
to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of business consistent with past
practice), (vi) lease obligations of such person required to be recorded as capital leases under GAAP, (vii) obligations of others
secured by a Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been
assumed, (viii) obligations of such person under interest rate, currency or commodity derivatives or hedging transactions, (ix)
letters of credit or performance bonds issued for the account of such person and (x) guaranties and arrangements having the economic
effect of a guaranty by such person of any Indebtedness. “Aircraft” means either collectively or individually,
as applicable, the aircraft described in Schedule 3(v) to the Disclosure Schedules.


 


(w)         [Reserved.]


 


(x)          Permits
and Licenses. Other than as a result of the filing of the CHC Cases and other than as disclosed in Schedule 3(x) to the Disclosure
Schedules, the Company and its subsidiaries possess all certificates, authorizations, approvals, licenses and permits, issued by
the relevant Governmental Entity, necessary to conduct their respective businesses as currently conducted (the “Permits”),
including all licenses, certificates of authority, permits or other authorizations that are required from any Governmental Entity
in connection with the operation, ownership, leasing or chartering of the aircraft and the provision of aircraft maintenance services,
except where the failure to possess any such Permits, individually or in aggregate, would not have a Material Adverse Effect and,
to the Knowledge of the Company, such Permits are in full force and effect and not subject to default, or the subject of a proceeding
for suspension, revocation or cancellation.


 




    	 	22	 



     


    

 


(y)          Jurisdictions
of Operations. Other than as a result of the filing of the CHC Cases, the Company, its relevant subsidiaries and affiliates,
and its joint venture companies and strategic partners, as applicable, hold air operator’s certificates (or such similar
document as is applicable in the relevant jurisdiction) sufficient to operate aircraft in the manner and jurisdictions in which
its aircraft are currently operated.


 


(z)          Compliance
with Environmental Laws.


 


(i)          The
Company and each of its subsidiaries have, since December 31, 2013, complied and are in compliance with all Environmental Laws,
which compliance includes maintaining and complying with all Permits, licenses, exemptions and other approvals required of them
under applicable Environmental Laws to conduct their respective businesses and occupy each of their properties, except for noncompliance,
which would not reasonably be expected to result in a Material Adverse Effect.


 


(ii)         Except
with respect to matters that have been fully and finally settled or resolved, no Environmental Claim is pending, or to the Knowledge
of the Company threatened, against the Company or any of its subsidiaries which would reasonably be expected to result in a Material
Adverse Effect.


 


(iii)        None
of the Company or any of its subsidiaries has released any gasoline or petroleum (include crude oil or any fraction thereof) or
petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity,
or any other substances that are regulated (collectively, “Materials of Environmental Concern”) pursuant
to or could give rise to liability under any Environmental Law in a manner that would reasonably be expected to a result in a Material
Adverse Effect, and, to the Knowledge of the Company, Materials of Environmental Concern are not present at, under, in or affecting
any property currently or formerly owned, leased or used by any of the Company or any of its subsidiaries, that would reasonably
be expected to result in a Material Adverse Effect.


 


(iv)        The
Restructuring will not give rise to (i) any obligations to obtain the consent of any Governmental Entity under any Environmental
Laws or (ii) any action to revoke, terminate, withdraw, cancel, limit, condition, appeal or otherwise review, or any other adverse
effect on, any permits, licenses or other approvals required of the Company or any of its subsidiaries under applicable Environmental
laws to conduct their respective business and occupy each of their properties, in each case, which would reasonably be expected
to materially and adversely impact the Company or any of its subsidiaries.


 




    	 	23	 



     


    

 


(v)         To
the Knowledge of the Company, the Company has made available to the Investors or their advisors true and complete copies of all
material, non-privileged environmental reports, audits and investigations relating to the Company and its subsidiaries and each
of the properties owned or operated by it or them.


 


For purposes of this agreement: (x) “Environmental
Claim” means any complaint, summons, citation, investigation, directive, notice of violation, order, claim, demand,
action, litigation, judicial or administrative proceeding or judgment from any Governmental Entity or any other Person, alleging
(a) any actual or alleged violation of any Environmental Law; (b) injury or damages to the environment, natural resources,
any Person (including wrongful death) or property (real or personal) caused by Hazardous Materials or associated with alleged violations
of Environmental Laws; or (c) actual or alleged threatened release, spill, emission, leaking, pumping, pouring, injection,
escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Materials either (i) on, at,
under or migrating from any assets, properties or businesses currently or formerly owned or operated by the Company or any of its
subsidiaries or any predecessor in interest, (ii) from adjoining properties or businesses, or (iii) on, at, under or
migrating to any facilities which received Hazardous Materials generated by the Company or any of its subsidiaries or any predecessor
in interest, (y) “Environmental Laws” means any and all applicable foreign or domestic, federal
or state (or any subdivision of any of them), statutes, ordinances, orders, rules, regulations, judgments, decrees, permits, licenses
or binding determinations of any permit, license, authorization, plan, directive, consent order or consent decree of or from any
Governmental Entity, or any other legal requirements of Governmental Entities relating to pollution or protection of the environment,
natural resources or human health and safety as related to exposure to hazardous substances, and (z) “Hazardous
Materials” means, regardless of amount or quantity, any substance, waste, element, compound or chemical that is defined,
listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substance, extremely hazardous
substance or chemical, hazardous waste under Environmental Laws including any Materials of Environmental Concern.


 


This Section 3(z) contains the sole
and exclusive representations and warranties of the Company and its subsidiaries with respect to environmental matters, including
those arising under Environmental Laws.


 


(aa)        Tax
Matters.


 


Except as set forth in Schedule 3(aa) to the
Disclosure Schedules or except as would not, individually or in the aggregate, have a Material Adverse Effect:


 


(i)          Each
of the Company and its subsidiaries has duly and timely filed or caused to be duly and timely filed (taking into account any applicable
extension of time within which to file) with the appropriate taxing authorities all material tax returns, statements, forms and
reports (including elections, declarations, disclosures, schedules, estimates and information Tax Returns) for taxes (“Tax
Returns”) that are required to be filed by, or with respect to, each of the Company and its subsidiaries, except
in respect of taxes (A) which are being contested in good faith and by appropriate proceedings, (B) for which adequate reserves
have been established in accordance with GAAP or (C) with respect to the Debtors only, to the extent the non-payment thereof is
permitted by the Bankruptcy Code. Such Tax Returns accurately reflect all material liability for taxes of the Company and its subsidiaries
for the tax periods covered thereby and such tax liability has been paid in full, except, in each case, as provided in the preceding
sentence and subject to any tax claims filed in the CHC Cases with respect to one or more of the Debtors.


 




    	 	24	 



     


    

 


(ii)         There
are no Liens or encumbrances for taxes upon the assets of any of the Company or any of its subsidiaries except for statutory Liens
for current taxes not yet overdue or Liens for taxes that are being contested in good faith and by appropriate proceedings and
in respect of which adequate reserves have been established in accordance with GAAP.


 


(iii)        Neither
the Company nor any of its subsidiaries has received any written notices from any taxing authority relating to any issue that could
materially affect the tax liability of the Company or any of its subsidiaries, other than any tax claims (A) filed in the CHC Cases
with respect to one or more of the Debtors or (B) in respect of which adequate reserves have been established in accordance with
GAAP. No unresolved material deficiencies for any Tax Returns have been proposed or assessed against or with respect to any of
the Company or any of its subsidiaries (and there is no outstanding audit, assessment, dispute or claim concerning any material
Tax liability of any of the Company or any of its subsidiaries pending or raised) in each case by any taxing authority in writing
to any of the Company or any of its subsidiaries other than any tax claims (A) filed in the CHC Cases with respect to one or more
of the Debtors or (B) in respect of which adequate reserves have been established in accordance with GAAP.


 


(iv)        All
material taxes that the Company and its subsidiaries (taken as a whole) were (or was) required by law to withhold or collect in
connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party have
been duly withheld or collected, and have been timely paid to the proper authorities to the extent due and payable and not prohibited
by the Bankruptcy Code.


 


(v)         There
are no tax sharing, allocation, indemnification or similar agreements in effect as between the Company or any of its subsidiaries
or any predecessor or any other party (including any predecessors thereof) under which the Company or any of its subsidiaries is
a party to or otherwise bound by, other than such agreements (i) that are entered in the ordinary course of business or (ii) that
are not expected to result in a liability for taxes that is material to the Company and its subsidiaries taken as a whole.


 


(vi)        No
subsidiary of the Company that is required to file a U.S. Tax Return has engaged, directly or through any subsidiary, in a “listed
transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) for tax years since 2012.


 


(vii)       Neither
Schreiner Airways Panama Operating SA, Schreiner Airways Panama SA, Heli-One Australia Pty Limited, Heli-One American Leasing Inc.,
nor OSCO & Chi Arabia Ltd holds, relative to the aggregate of the Company and its subsidiaries, any material assets or produces
any material income and the capital stock of none of such companies has any material value as of the date hereof or will on the
Plan Effective Date.


 




    	 	25	 



     


    

 


(viii)      The
Company is not engaged in a trade or business in any jurisdiction other than the Cayman Islands.


 


(ix)         The
Company is not subject and has never been subject to tax in any jurisdiction other than the Cayman Islands.


 


(x)          Subject
to the receipt from the holder of any applicable documentation reasonably requested, the exchange of the Secured Notes (as defined
in the Plan Support Agreement) and Unsecured Notes (as defined in the Plan Support Agreement) pursuant to the Restructuring and
distributions by the Company with respect to the Notes will not be subject to withholding tax (other than withholding tax imposed
solely as a result of a present or former connection between the recipient of such distribution and the jurisdiction imposing such
tax).


 


Notwithstanding the foregoing, the representations
and warranties shall not be deemed to address any loss or credit carryforwards of the Company or any of its subsidiaries to any
taxable period (or portion thereof) that begins after the date hereof.


 


(bb)        Internal
Control Over Financial Reporting. The Company has established and maintains a system of internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that complies in all material respects with the
requirements of the Exchange Act and has been designed to provide reasonable assurances regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company,
there are no material weaknesses in its internal control over financial reporting.


 


(cc)        Disclosure
Controls and Procedures. The Company has implemented and maintains disclosure controls and procedures (within the meaning of
Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that have been designed to ensure that information relating to
the Company and its subsidiaries required to be disclosed by the Company in the reports that it files and submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including
that information required to be disclosed by the Company in the reports that it files and submits under the Exchange Act is accumulated
and communicated to the individuals responsible for the preparation of the Company’s filings with the SEC as appropriate
to allow timely decisions regarding required disclosure.


 


(dd)        Material
Contracts.


 


(i)          Except
as set forth in Schedule 3(dd) to the Disclosure Schedules or other than as a result of the filing of the CHC Cases, (a) all Material
Contracts are valid, binding and enforceable by and against the Company or its relevant subsidiary, (b) no written notice to terminate,
cancel, not renew or change the scope of rights or obligations under any Material Contract has been delivered to the Company or
any of its subsidiaries and (c) neither the Company nor any of its subsidiaries nor, to the Knowledge of the Company, any other
party to any Material Contract, is in material default or material breach under the terms thereof (and no condition exists which,
with the giving of notice or the lapse of time or both, would constitute such a material default or breach)


 




    	 	26	 



     


    

 


(ii)         Except
for purchase orders issued under any master service agreements, the Company has, prior to the entry into this Agreement, made available
to the Investors or their advisors, or provided an opportunity to review, true and complete copies of each Contract referred to
in clause (x) of the definition of Material Contract below, and representative samples of the Contracts referred to in clauses
(y) and (z) of the definition of Material Contract in clause (iii) below.


 


(iii)        For
purposes of this Agreement, “Material Contract” means any Contract necessary for the operation of the
business of the Company and its subsidiaries that is a “material contract” (as such term is defined in Item 601(b)(10)
of Regulation S-K of the SEC or required to be filed as exhibits to the SEC Documents and, if not otherwise required to be so file,
includes (x) each Contract involving Indebtedness of the Company or any subsidiary exceeding ten million dollars ($10,000,000),
(y) each of the helicopter operational agreements with the Company and its subsidiaries’ ten largest customers (measured
by reference to the Company and its subsidiaries’ annual revenue), as set forth on a schedule provided to the Investors or
their advisors prior to the date of this Agreement, pursuant to which the Company or any of its subsidiaries provides helicopter
support services, including any material amendments thereto and (z) each material agreement with the Company and its subsidiaries’
four largest suppliers (measured by reference to the aggregate annual costs and expenses of the Company and its subsidiaries),
as set forth on a schedule provided to the Investors or their advisors prior to the date of this Agreement, pursuant to which the
Company or any of its subsidiaries was supplied with raw materials, supplies, aircraft, aircraft engines or aircraft parts, including
any material amendments thereto; provided that, for the avoidance of doubt, “Material Contracts” shall exclude any
Contract relating to a lease, mortgage or other financing of aircraft equipment.


 




    	 	27	 



     


    

 


(ee)        Anti-Corruption.1


 


(i)          Since
the date five (5) years prior to the date of this Agreement,, neither the Company nor any of its subsidiaries nor any of their
respective current directors, officers or employees, nor, to the Knowledge of the Company, any of their respective former directors,
officers or employees, nor, to the Knowledge of the Company, any agent, distributor or other Person acting on behalf of the Company
or any of its subsidiaries (such agents, distributors or other Person acting on behalf of the Company or any of its subsidiaries,
collectively, the “Relevant Persons”) has, directly or indirectly, taken any action that is or would
result in a violation of, or, directly or indirectly, offered, promised, made any payment of or provided anything of value to any
Person in violation of, the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any applicable law
enacted in any applicable jurisdiction in connection with, or arising under the OECD Convention on Combating Bribery of Foreign
Public Officials in International Business Transactions, signed December 17, 1997, or any similar applicable anti-corruption or
anti-bribery Laws, rules, or regulations issued, administered or enforced by any Governmental Authority (collectively, the “Anti-Corruption
Laws”). Since the date five (5) years prior to the date of this Agreement, neither the Company nor any of its subsidiaries
nor any of their respective current directors, officers or employees, nor, to the Knowledge of the Company, any of their respective
former directors, officers or employees, nor, to the Knowledge of the Company, any Relevant Person received written notice that
it has been or is the subject of any Legal Proceeding (including any action relating to any alleged or actual breach of any Anti-Corruption
Laws) by any Governmental Authority. No Legal Proceeding (including relating to Anti-Corruption Laws) involving the Company, any
of its subsidiaries, any of their respective current directors, officers or employees, or, to the Knowledge of the Company, any
of their respective former directors, officers or employees, or to the Knowledge of the Company, any Relevant Person has been commenced
or taken by any person since the date five (5) years prior to the date of this Agreement, or is likely to be commenced or taken.
There is no dispute, allegation, request for information, notice of potential liability, or any other action regarding any actual
or possible violation by the Company or any of its subsidiaries, or, to the Knowledge of the Company, any of their respective current
or former directors, officers or employees or, to the Knowledge of the Company, any Relevant Person of any Anti-Corruption Law
pending or threatened against the Company or any of its subsidiaries, any of their respective current or former directors, officers
or employees or any Relevant Person.


 


(ii)         The
Company and its subsidiaries have implemented and maintain policies, procedures and controls reasonably designed to ensure compliance
by each of the Company, its subsidiaries, their respective directors, officers or employees, and Relevant Persons with Anti-Corruption
Laws.


 


(iii)        Neither
the Company nor any of its subsidiaries nor any of their respective current directors, officers or employees, nor to the Knowledge
of the Company, any of their respective former directors, officers or employees, nor to the Knowledge of the Company, any Relevant
Person, has taken (since the date five (5) years prior to the date of this Agreement) or will take, directly or indirectly, any
act in furtherance of any payment, gift, bribe, rebate, loan, payoff, kickback or any other transfer of value, or offer, promise
or authorization thereof, to any person, including any Government Official, for the purpose of: (i) improperly influencing or inducing
such person to do or omit to do any act or to make any decision in an official capacity or in violation of a lawful duty, (ii)
inducing such person to influence improperly his or her or its employer, public or private, or any Governmental Authority, to affect
an act or decision of such employer or Governmental Authority, including to assist any person in obtaining or retaining business
or (iii) securing any improper advantage. For purposes of this Agreement, (i) “Government Official” shall
mean any (i) officer, employee or other person acting for or on behalf of any Governmental Entity or public international organization
or (ii) holder of, or candidate for, public office, political party or official thereof or member of a royal family, or any other
person acting for or on behalf of the foregoing; and (ii) “Governmental Entity” shall mean any transnational,
multinational, domestic or foreign federal, state, provincial or local governmental, regulatory or administrative authority, instrumentality,
department, court, arbitrator, agency, commission or official, including any political subdivision thereof, any state-owned or
state-controlled enterprise, or any non-governmental self-regulatory agency, commission or authority.


 


 






1 For purposes of Section 3(ee), Section
3(ff) and Section 3(gg) only, the definition of “Knowledge of the Company” is as follows:


 


The knowledge, after reasonable inquiry, of the individuals
set forth on Schedule 3(j), and the knowledge that each such person, as a prudent person, would have obtained in the conduct or
performance of his or her duties (including through reasonable inquiry) as an officer of the Company.


 




    	 	28	 



     


    

 


(iv)        None
of the Company, any of its subsidiaries or any of their respective current directors, officers or employees or, to the Knowledge
of the Company, any Relevant Person is a Government Official or consultant of a Government Official before whom a matter or application
of the Company or any of its subsidiaries is pending, and there is no existing family relationship between any officer, director,
employee, agent, distributor or other person acting for or on behalf of the Company or any of its subsidiaries and any Government
Official.


 


(v)         Since
the date five (5) years prior to the date of this Agreement, none of the Company, any of its subsidiaries or any of their respective
current directors, officers or employees, or to the Knowledge of the Company, any of their respective former directors, officers
or employees or to the Knowledge of the Company, any Relevant Person have directly or indirectly (i) circumvented the internal
accounting controls of the Company or any of its subsidiaries, (ii) falsified any of the books, records or accounts of the Company
or any of its subsidiaries or (iii) made false or misleading statements to, or attempted to coerce or fraudulently influence, an
accountant in connection with any audit, review or examination of the financial statements of the Company or any of its subsidiaries.


 


(ff)         Compliance
with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are, and have been at all times, conducted
in compliance in all material respects with (a) applicable financial recordkeeping and reporting requirements of the Currency and
Foreign Transactions Reporting Act of 1970, as amended, and (b) the anti-money laundering statutes of all jurisdictions, the rules
and regulations thereunder and any related or similar Laws (collectively, the “Anti-Money Laundering Laws”),
and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Company or any of its
subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.


 




    	 	29	 



     


    

 


(gg)        Compliance
with Sanctions laws.


 


(i)          (a)
Neither the Company nor any of its subsidiaries nor any of their respective current directors, officers or employees nor, to the
Knowledge of the Company, any Relevant Person is a person or entity (i) that is listed or designated by the United Nations, United
States, the European Union, the United Kingdom, or any Governmental Agency of any of the foregoing, including, without limitation,
the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the Bureau of Industry
and Security of the U.S. Department of Commerce, Her Majesty’s Treasury, or the Department of Business, Innovation and Skills
of the United Kingdom (a “Sanctions Authority”) as being the target of Sanctions (whether designated
by name or by reason of being included in a class of persons), to the extent transactions with such person or entity are prohibited
by Sanctions, (ii) that is located in or incorporated under the laws of a country or territory that is the target of country-wide
or territory-wide Sanctions (which, as of the date of this Agreement, includes Cuba, Iran, North Korea, Sudan, Syria and Crimea)
(with respect to a person being “located in” such country or territory, only to the extent that transactions with a
person located in that country or territory are prohibited by Sanctions), or (iii) in which a 50% or greater ownership interest
is directly or indirectly held by, or is otherwise directly or indirectly controlled by, or acting on behalf of, one or more persons
referred to in (i) or (ii) above, to the extent transactions with such person or entity are prohibited by Sanctions (such person
or entity referenced in clauses (i), (ii) or (iii), being a “Sanctioned Party”) or acting directly or
indirectly for the benefit of a Sanctioned Party, (b) neither the Company, any of its subsidiaries or any of their respective current
directors, officers or employees nor, to the Knowledge of the Company, any Relevant Person is acting directly or indirectly for
the benefit of a person with whom any Investor would be prohibited by any trade, financial or economic sanctions laws, regulations,
embargoes and orders (including executive orders) imposed, administered, enacted or enforced by a Sanctions Authority (“Sanctions”)
from engaging in the transactions contemplated by this Agreement and (c) neither the Company nor any of its subsidiaries nor any
of their respective current directors, officers or employees nor, to the Knowledge of the Company, any Relevant Person is designated
as a denied person by the U.S. Commerce Department Bureau of Industry and Security or as a debarred party by the U.S. State Department’s
Directorate of Defense Trade Control. In this Section 3(gg), the phrase “directors, officers or employees” shall
mean such persons acting in their capacity as a director, officer or employee, respectively, of the Company or its subsidiaries.


 


(ii)         (a)
The Company, each of its subsidiaries, their respective current directors, officers or employees and, to the Knowledge of the Company,
the Relevant Persons, comply with all Sanctions, (b) since the date five (5) years prior to the date of this Agreement, neither
the Company nor any of its subsidiaries nor their respective current directors, officers or employees, nor, to the Knowledge of
the Company, any of their respective former directors, officers or employees, nor, to the Knowledge of the Company, any Relevant
Person has taken any action, directly or indirectly, that would result in a violation of Sanctions, (c) since the date five (5)
years prior to the date of this Agreement, neither the Company nor any of its subsidiaries nor their respective current directors,
officers or employees nor, to the Knowledge of the Company, any of their respective former directors officers or employees, nor,
to the Knowledge of the Company, any Relevant Person engaged directly or indirectly in transactions connected with any of North
Korea, Cuba, Iran, Syria, Sudan, Syria or Crimea (at a time prior to the date of this Agreement, to the extent that country/territory-wide
Sanctions were in force for such country or territory during that period), (d) since the date five (5) years prior to the date
of this Agreement, neither the Company nor any of its subsidiaries nor their respective current directors, officers or employees
nor, to the Knowledge of the Company, any of their respective former directors, officers or employees, nor, to the Knowledge of
the Company, any Relevant Person has received written notice that it has been or is the subject of any Legal Proceeding (including
any action relating to any alleged or actual breach of any Sanctions) by any Governmental Authority, and (e) to the Knowledge of
the Company, no Legal Proceeding (including relating to Sanctions) involving the Company, any of its subsidiaries, their respective
current or former directors, officers or employees or any Relevant Person has been commenced or taken by any person since the date
five (5) years prior to the date of this Agreement, or is likely to be commenced or taken. There is no dispute, allegation, request
for information, notice of potential liability, or any other action regarding any actual or possible violation by the Company or
any of its subsidiaries, or, to the Knowledge of the Company, their respective current or former directors, officers or employees
or, to the Knowledge of the Company, any Relevant Person of any Sanctions pending or threatened against the Company or any of its
subsidiaries, their respective current or former directors, officers or employees or any Relevant Person.


 




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(iii)        The
Company and its subsidiaries have implemented and maintain policies, procedures and controls reasonably designed to ensure compliance
by each of the Company and each of its subsidiaries, their respective directors, officers or employees and their Relevant Persons
with Sanctions.


 


(iv)        Since
the date five (5) years prior to the date of this Agreement, neither the Company nor any of its subsidiaries, nor, to the Knowledge
of the Company, any Relevant Person has in the course of their actions for, or on behalf of, the Company or any of its subsidiaries
exported or re-exported (including deemed exportation or re-exportation) (x) any merchandise, software or technology or other item
subject to U.S. export controls in violation of the Export Administration Regulations, the International Traffic in Arms Regulations,
or any other export control laws of the U.S. or (y) any merchandise, software or technology or other item subject to export control
laws of another jurisdiction in violation of the laws of such other jurisdiction.


 


(v)         Since
the date five (5) years prior to the date of this Agreement, neither the Company nor any of its subsidiaries nor, to the Knowledge
of the Company, any Relevant Person have in the course of their actions for, or on behalf of, the Company or any of its subsidiaries
taken any actions, refused to take any actions, or furnished any information in violation of the U.S. anti-boycott laws, including
anti-boycott laws administered by the U.S. Department of Commerce and the U.S. Department of Treasury.


 


(vi)        The
Company will not directly or indirectly use or make available the proceeds of the Rights Offering, or lend, invest, contribute
or otherwise make available such proceeds, directly or indirectly, to or for the benefit of any Sanctioned Party or otherwise in
a manner or for a purpose prohibited by Sanctions or if to do so would cause a violation of any Sanctions by any Investor


 


(vii)       The
Company will not repay or permit the repayment of amounts due under this Agreement directly or, to the Knowledge of the Company,
indirectly from funds sourced from a Sanctioned Party or from any proceeds of any business directly or, to the Knowledge of the
Company, indirectly with any Sanctioned Party or otherwise in violation of Sanctions.


 


(hh)        Investment
Company Act. Neither the Company nor any of its subsidiaries is, or, after the consummation of the Restructuring, will be,
an “investment company” or a company “controlled” by an “investment company” within the meaning
Investment Company Act of 1940 or otherwise subject to regulation under the Investment Company Act of 1940, as amended.


 


(ii)          Insurance.
Except as would not, individually or in the aggregate, result in a Material Adverse Effect, (i) each of the Company and its subsidiaries
is and has been continuously during the past two (2) years, insured by reputable and financially responsible third party insurers
in respect of the operations and assets of the Company and its subsidiaries with policies issued, such policies having terms and
providing coverages comparable to those that are customarily carried and insured against by owners of comparable business properties
and assets and (ii) the third party insurance policies of the Company and its subsidiaries are in full force and effect in accordance
with their terms and none of the Company and its subsidiaries is in material default under the terms of any such policy.


 




    	 	31	 



     


    

 


(jj)          Material
Aircraft Leases. With respect to aircraft currently operated by the Company and its subsidiaries that are being leased pursuant
to aircraft leases with the ten largest lessors to the Company and its subsidiaries (measured by the number of aircraft leased
to the Company and its subsidiaries) (such aircraft leases, in each case, as amended, modified or supplemented, the “Material
Aircraft Leases”), which Material Aircraft Leases in the aggregate, as of October 3, 2016, accounted for approximately
95% of the aggregate number of leased aircraft operated by the Company and its subsidiaries, no breaches have occurred and are
continuing under such Material Aircraft Leases that give the applicable lessor the right under section 365 of the Bankruptcy Code
to terminate the right of the Company or such subsidiary, as applicable, to possess such aircraft, except for such terminations
that would not, individually or in the aggregate, result in a Material Adverse Effect.


 


4.           Representations
and Warranties of the Investors. Each of the Investors severally represents and warrants
to the Company as set forth below. Each representation and warranty is made as of the date hereof.


 


(a)          Formation.
Such Investor has been duly organized or formed, as applicable, and is validly existing as a corporation or other entity in good
standing under the applicable laws of its jurisdiction of organization or formation.


 


(b)          Power
and Authority. Such Investor has the requisite power and authority to enter into, execute and deliver this Agreement and each
other Transaction Document to which it is a party, and to perform its obligations hereunder and thereunder, and has taken all necessary
action required for the due authorization, execution, delivery and performance by it of this Agreement and the Transaction Documents
to which it is a party.


 


(c)          No
Conflict. Subject to entry of the Confirmation Order and consummation of the Plan, the purchase of the Rights Offering Notes
by such Investor upon exercise of the Rights, the purchase of the Unsubscribed Notes by such Investor pursuant to the terms hereof,
and the execution and delivery by such Investor of this Agreement and compliance by it with all of the provisions hereof and the
consummation of the transactions contemplated hereby (including compliance by the Company with its obligations hereunder): (i) will
not conflict with or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with
or without notice or lapse of time, or both), or result, except to the extent expressly provided in or contemplated by the Plan,
in the acceleration of, or the creation of any Lien under, any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which such Investor is a party or by which such Investor is bound or to which any of its properties or assets
is subject; (ii) will not result in any violation of the provisions of the organizational documents of the such Investor;
and (iii) assuming the accuracy of the Company’s representations and warranties in Section 3, will not result
in any material violation of, or any termination or material impairment of any rights under, any statute, subject to compliance
with Antitrust laws, or any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental
agency or body having jurisdiction over such Investor or any of its properties, except in any such case described in clause (i)
or clause (iii), for any conflict, breach, violation, default, termination, acceleration, impairment or Lien which would not reasonably
be expected, individually or in the aggregate, to prohibit, materially delay or materially and adversely impact such Investor’s
performance of its obligations under this Agreement.


 




    	 	32	 



     


    

 


(d)          Consents
and Approvals. Assuming the accuracy of the Company’s representations and warranties in Section 3, no consent,
approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction
over any Investor or any of its properties is required for the purchase of the Rights Offering Notes by such Investor upon exercise
of the Rights, the purchase of the Unsubscribed Notes by such Investor hereunder, the execution and delivery by the Investor of
this Agreement and performance of and compliance by it with all of the provisions hereof and the consummation of the Restructuring,
except (i) the entry of the Confirmation Order and the PSA Approval Order, (ii) any applicable filings under Antitrust laws,
if required, and (iii) such consents, approvals, authorizations, registrations or qualifications which, if not made or obtained,
will not prohibit, materially delay or materially and adversely impact such Investor’s performance of its obligations under
this Agreement.


 


(e)          Execution
and Delivery. This Agreement has been duly and validly executed and delivered by such Investor and constitutes its valid and
binding obligation, enforceable against such Investor in accordance with its terms.


 


(f)           Securities
Laws Compliance. The Unsubscribed Notes and the Put Option Premium Notes will not be offered for sale, sold or otherwise transferred
by such Investor except pursuant to an effective registration statement under the Securities Act or in a transaction exempt from
or not subject to registration under the Securities Act and any applicable state securities laws.


 


(g)          Purchase
Intent. Such Investor is acquiring Unsubscribed Notes and the Put Option Premium Notes for its own account or for the accounts
for which it is acting as investment advisor or manager, and not with a view to distributing or reselling such Unsubscribed Notes
or Put Option Premium Notes or any part thereof. Such Investor understands that such Investor must bear the economic risk of this
investment indefinitely, unless the Unsubscribed Notes and the Put Option Premium Notes are registered pursuant to the Securities
Act and any applicable state securities or Blue Sky laws or an exemption from such registration is available, and further understands
that the Company has no present intention of registering the resale of any Unsubscribed Notes or Put Option Premium Notes.


 


(h)          Investor
Status. Such Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act (an “Accredited
Investor”).


 


(i)           Reliance
on Exemptions. Such Investor understands that the Unsubscribed Notes and Put Option Premium Notes are being offered and sold
to such Investor in reliance upon specific exemptions from the registration requirements of United States federal and state securities
laws and that the Company is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations,
warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the availability
of such exemptions and the eligibility of such Investor to acquire Unsubscribed Notes and Put Option Premium Notes.


 




    	 	33	 



     


    

 


(j)           Sophistication.
Such Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and
risks of its investment in the Notes to be acquired hereunder. Such Investor understands and is able to bear any economic risks
associated with such investment (including the necessity of holding the Notes for an indefinite period of time) and is able to
afford a loss of its investment in the Notes.


 


(k)          Access
to Information. Such Investor acknowledges that it has been afforded the opportunity to ask questions and receive answers concerning
the Debtors and to obtain additional information that it has requested to verify the accuracy of the information contained herein.


 


(l)           Legend.
Such Investor understands that the Unsubscribed Notes and the Put Option Premium Notes acquired by it under this Agreement, if
certificated, shall bear, or if uncertificated, shall be deemed to include, a customary Securities Act legend.


 


5.           Additional
Covenants of the Company. The Company agrees with the Investors:


 


(a)          Plan
and Disclosure Statement; Plan Support Agreement. To do the following: (i) file the Plan and a related disclosure statement
(the “Disclosure Statement”) with the Bankruptcy Court, each in form and substance reasonably satisfactory
to the Debtors and the Requisite Plan Sponsors; (ii) seek the entry of an order by the Bankruptcy Court, in form and substance
reasonably acceptable to the Debtors and the Requisite Plan Sponsors, approving the Disclosure Statement (the “Disclosure
Statement Order”); (iii) seek the entry of the Confirmation Order by the Bankruptcy Court, in form and substance
reasonably acceptable to the Debtors and the Requisite Plan Sponsors; and (iv) otherwise seek to satisfy the milestones set forth
in Section 6(a)(ii) of the Plan Support Agreement. The Company will provide draft copies of the Restructuring Documents, including
the Plan and the Disclosure Statement to the relevant Investors, as required under the Plan Support Agreement.


 


(b)          Rights
Offering. To effectuate the Rights Offering in accordance with the Plan and the Rights Offering Order.


 


(c)          Unsubscribed
Notes. To determine the amount of the Unsubscribed Notes, if any and, in good faith, to provide a Purchase Notice or a Satisfaction
Notice that accurately reflects the amount of Unsubscribed Notes as so determined and to provide to the Investors a certification
by the Subscription Agent of the Unsubscribed Notes or, if such certification is not available, such written backup to the determination
of the Unsubscribed Notes as the Requisite Investors may reasonably request.


 


(d)          Antitrust
laws. To promptly prepare and file all necessary documentation and to effect all applications that are necessary or advisable
under the Antitrust laws so that the applicable waiting period shall have expired or been terminated thereunder with respect to
the purchase of Notes pursuant to this Agreement or the Rights Offering, and not to take any action that is intended or reasonably
likely to materially impede or delay the ability of the parties hereto to obtain any necessary approvals required for the transactions
contemplated by this Agreement.


 




    	 	34	 



     


    

 


(e)          [Reserved.]


 


(f)          Access
to Books and Records. The Company on behalf of itself and its subsidiaries shall provide to the Investors and their respective
advisors and representatives reasonable access during normal business hours (and without unreasonable disruption or interference
with the conduct of the business) to all books, records (including financial statements, when available), documents, properties,
personnel, advisors and representatives of the Company and its subsidiaries to the extent reasonably requested; however, in no
event shall Investors and their respective advisors and representatives have the right to conduct invasive sampling or testing
of soil or groundwater or other environmental media at the Company’s properties. In addition, the Company shall promptly
provide written notification to the Investors of any material claim or litigation, arbitration or administrative proceeding that
is overtly threatened in writing or filed against them from the date hereof against the Company or any of its subsidiaries until
the earlier of the (i) Plan Effective Date and (ii) termination of this Agreement. Any requests for information and access provided
by the Company to the Investors pursuant to this Section 5(f) shall be directed to the Company’s advisors. Each
Investor hereby agrees that any information acquired by such Investor or its representatives pursuant to this Section 5(f)
shall constitute “Confidential Information” as defined in those certain confidentiality agreements between each Investor
and the Company and be subject to the terms and conditions thereof.


 


(g)          [Reserved.]


 


(h)          [Reserved.]


 


(i)           Indemnity
and Reimbursement.


 


(i)          The
Company, on behalf of itself and the other Debtors (in such capacity, the “Indemnifying Party”) shall,
jointly and severally, indemnify, defend and hold harmless each Investor and its Affiliates, and its and their shareholders, directors,
officers, partners and other equity holders, members, employees, agents, counsel, representatives, advisors and successors in interest
(each, an “Indemnified Party”) for any losses in connection with, arising from or relating to any third
party claims, challenges, litigation, investigations or proceedings, liabilities, damages and costs and expenses related thereto
(which, for the avoidance of doubt, does not include any losses after the Closing Date related to the representations and warranties
made in this Agreement) (collectively “Losses”) brought in connection with (a) any act or omission in
connection with, arising from or relating to this Agreement, the Plan and the transactions contemplated thereby, including the
Notes, the Restructuring or the transactions contemplated by this Agreement, including the fees payable hereunder or the use of
proceeds of the Rights Offering or (b) the breach by the Company or any of its subsidiaries of this Agreement or any other third
party claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified
Party is a party thereto, whether or not such proceedings are brought by the Company, its equity holders, Affiliates, creditors
or any other person, and reimburse each Indemnified Party upon demand for reasonable and documented (with such documentation subject
to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection
with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with
respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with
the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated
by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing
indemnity will not, as to any Indemnified Party, apply to any Losses to the extent it is found in a final, non-appealable judgment
of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any of the
Indemnified Parties, or a breach of this Agreement or the Plan Support Agreement; and provided further that so long as an
Investor funds its Backstop Commitment (and satisfies its pro rata portion of the Unfulfilled Backstop Commitment, if any), such
Investor shall be considered to be an Indemnified Party under this Agreement.


 




    	 	35	 



     


    

 


(ii)         If
an Investor has materially breached and not timely cured any such breach in respect of its covenants or obligations under this
Agreement or the Plan Support Agreement after receipt of a timely notice prior to the termination of this Agreement or the Plan
Support Agreement, then such Investor shall not be considered to be an Indemnified Party under this Agreement.


 


(iii)        Promptly
after possession by an Indemnified Party of knowledge that a Loss exists (an “Indemnified Claim”), such
Indemnified Party will, if an Indemnified Claim is to be made hereunder against the Indemnifying Party in respect thereof, promptly
(and in any event within 10 Business Days) notify the Indemnifying Party in writing of the commencement thereof; provided that
(a) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have hereunder except to
the extent it has been materially prejudiced by such failure and (b) the omission so to notify the Indemnifying Party will not
relieve it from any liability that it may have to an Indemnified Party otherwise than on account of this Section 5(i).
In case any such proceedings in respect of an Indemnified Claim (an “Indemnified Claim Proceeding”)
are brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying
Party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified
Party, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party; provided that if the
defendants in any such Indemnified Claim Proceedings include both such Indemnified Party and the Indemnifying Party and such Indemnified
Party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to
those available to the Indemnifying Party, such Indemnified Party shall have the right to select one separate counsel (for all
Indemnified Parties) to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claim Proceedings
on behalf of such Indemnified Party. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election
so to assume the defense of such Indemnified Claim Proceedings and reasonable approval by such Indemnified Party of counsel, the
Indemnifying Party shall not be liable to such Indemnified Party for expenses incurred by such Indemnified Party in connection
with the defense thereof (other than reasonable costs of investigation) unless (x) such Indemnified Party shall have employed separate
counsel in connection with the assertion of legal defenses in accordance with the preceding sentence, (y) the Indemnifying Party
shall not have employed counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party within a
reasonable time after notice of commencement of the Indemnified Claim Proceedings or (z) the Indemnifying Party shall have authorized
in writing the employment of counsel for such Indemnified Party.


 




    	 	36	 



     


    

 


(iv)        The
Indemnifying Party shall not be liable for any settlement of any such proceeding effected without its written consent (not to be
unreasonably delayed or withheld), but if settled with such consent, the Indemnifying Party shall indemnify the Indemnified Party
from and against any Loss by reason of such settlement, subject to the rights of the Indemnifying Party in Section 5(i)(i)
to claim exemption from its indemnity obligations. The Indemnifying Party shall not, without the prior written consent of an Indemnified
Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement of any Indemnified
Claim Proceeding unless such settlement (i) includes an explicit and unconditional release of all Indemnified Parties from the
party bringing such Indemnified Claim Proceeding and (ii) does not include a statement as to or an admission of fault, culpability,
or a failure to act by or on behalf of any Indemnified Party. The obligations of the Indemnifying Party under this Section 5(i)
shall survive any termination or rejection of this Agreement.


 


(v)         All
amounts paid by the Indemnifying Party to an Indemnified Party under this Section 5(i) shall, to the extent permitted
by applicable law, be treated as adjustments to the Purchase Price paid by such Indemnified Party for the Unsubscribed Notes purchased
by it for all Tax purposes. The provisions of this Section 5(i) are an integral part of the transactions contemplated
by this Agreement and without these provisions the Investors would not have entered into this Agreement, and the obligations of
the Company under this Section 5(i) shall constitute allowed administrative expense claims of the Debtors’ estate
under Sections 503(b) and 507 of the Bankruptcy Code and are payable without further Order of the Bankruptcy Court, and the Company
may comply with the requirements of this Section 5(i) without further Order of the Bankruptcy Court.


 


(j)           No
Integration; No General Solicitation. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation
D promulgated under the Securities Act) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise
negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Notes,
the Rights Offering and this Agreement in a manner that would require registration of the Notes to be issued by the Company on
the Plan Effective Date under the Securities Act. None of the Company or any of its affiliates or any other Person acting on its
or their behalf will solicit offers for, or offer or sell, any Notes by means of any form of general solicitation or general advertising
within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act or in any manner involving a public offering
within the meaning of Section 4(a)(2) of the Securities Act.


 


(k)          DTC
Eligibility. The Company shall use its commercially reasonable efforts to make the Notes issued to “qualified institutional
buyers” (as defined in Rule 144A under the Securities Act) or institutional “accredited investors” (within the
meaning of subparagraphs (a)(1), (2), (3) or (7) of Rule 501 of Regulation D under the Securities Act) eligible for deposit with
DTC.


 




    	 	37	 



     


    

 


(l)           Use
of Proceeds. All funds paid by the Investors to the Company in connection with the issuance of the Notes, without any deductions
for fees or expenses, shall be used by the Company as set forth in the Plan and the Disclosure Statement.


 


(m)         Cooperating
Regarding Security. The Company and its subsidiaries shall cooperate with the Investors in creating, perfecting and evidencing
all security interests, mortgages, encumbrances and Liens on the collateral securing the Notes pursuant to the Security Documents.


 


(n)          New
Board of Managers. On the Plan Effective Date, the composition of the board of managers (or directors, if applicable) of the
Company shall be as described in the Term Sheet and subject to the applicable consultation rights as set forth therein.


 


(o)          Corporate
Form. On the Plan Effective Date, the Company shall be a limited liability company organized under the laws of the Cayman Islands,
unless otherwise determined by the Requisite Plan Sponsors in their sole discretion (in consultation with the Debtors (and to the
extent changes to the corporate governance matters described in the Term Sheet, materially, adversely, disproportionately and directly
affect the Investors other than the Plan Sponsor Investors, such Investors) and with the approval of the Bankruptcy Court) in another
jurisdiction or with another corporate form, in which case this Agreement shall be amended as necessary to reflect such determination
and the Company shall use its commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done
all things, reasonably necessary, proper or advisable in order to cause the Company to be formed in such jurisdiction, and with
such corporate form, as determined by the Requisite Plan Sponsors in their sole discretion (in consultation with the Debtors (and
to the extent changes to the corporate governance matters described in the Term sheet, materially, adversely, disproportionately
and directly affect the Investors other than the Plan Sponsor Investors, such Investors) and with the approval of the Bankruptcy
Court). Notwithstanding anything to the contrary herein, the Company shall be taxable as a corporation.


 


(p)          New Unsecured Notes; Milestone Documents; ABL Restructuring; New Credit Facility.


 


(i)          The
Company agrees to work in good faith to obtain documentation for the New Unsecured Notes, the transactions contemplated by the
Milestone Documents, including the PK Financing, and the restructuring transactions contemplated by the ABL Term Sheet (if applicable)
in respect of the ABL Financing (each capitalized term, as defined in the Plan Support Agreement) on terms in form and substance
consistent with the Term Sheet and otherwise reasonably satisfactory to the Requisite Investors and the Debtors. The Company further
agrees to work in good faith to obtain documentation for any credit facility provided as consideration on account of the claims
of the holders of allowed Revolving Credit Facility Claims (as defined in the Term Sheet) (the “New Credit Facility”)
or otherwise on terms reasonably satisfactory to the Requisite Plan Sponsors and the Debtors. Each of the Plan Sponsor Investors
shall have the right to receive, upon reasonable request, and without limiting the obligations of the CHC Parties under the Plan
Support Agreement, an update by the Company on, and a summary of, any material meetings, discussions or negotiations relating
to the New Unsecured Notes, the transactions contemplated by the Milestone Documents, the PK Financing, the ABL Financing (if
applicable) and the New Credit Facility.


 




    	 	38	 



     


    

 


(ii)         The
Company agrees to use its commercially reasonable efforts to cause (i) the Indenture to have terms and provisions reasonably satisfactory
to the Requisite Plan Sponsors and the Debtors, and consistent with the terms therefor described in the Term Sheet and other terms
and provisions that are customary for the Notes, (ii) an intercreditor agreement, among the agent under the New Credit
Facility and the Trustee under the Indenture in form and substance reasonably satisfactory to the Requisite Plan Sponsors and the
Debtors (the “Intercreditor Agreement”) and (iii) the security agreements, pledge agreements, collateral
assignments, mortgages and related agreements, creating, evidencing or perfecting the security interests in the collateral securing
the Notes substantially described in the Plan Support Agreement (the “Security Documents”) to contain
the terms consistent with the Term Sheet and other terms and provisions that are customary for such agreement, which terms and
conditions are consistent with those governing the corresponding agreements to the New Credit Facility.


 


(q)          Blue
Sky. The Company shall, on or before the Closing Date, take such actions as the Company shall reasonably determine is necessary
in order to obtain an exemption for, or to qualify the Rights Offering Notes, Backstop Notes or the Put Option Premium Notes issued
hereunder for, sale or issuance to the Investors at the Closing Date pursuant to this Agreement under applicable securities and
“Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification) and any applicable
foreign jurisdiction, and shall provide evidence of any such action so taken to the Investors on or prior to the Closing Date.
The Company shall make all filings and reports related to the offer and sale or issuance of the Rights Offering Notes, Backstop
Notes or the Put Option Premium Notes issued hereunder required, including under applicable securities and “Blue Sky”
laws of the states of the United States following the Closing Date. The Company shall pay all fees, costs and expenses in connection
with satisfying the obligations set forth in this Section 5(q).


 


(r)           PFIC


 


(i)          To
prepare and provide to Akin Gump, as counsel to the Plan Sponsor Investors, as soon as practicable, an analysis (with supporting
calculations) with respect to the Company’s status as a passive foreign investment company (as such term is defined in section
1297 of the Internal Revenue Code, a “PFIC”) for the fiscal year in which the Closing Date occurs (taking
into account reasonable projections for the remainder of the year), and determined both including and excluding periods prior to
the Closing Date, and following the receipt of such analysis, to cooperate with Akin Gump, in good faith, to mitigate the risk
that the Company would be characterized as a PFIC (it being understood that such cooperation is intended to be with respect to
the initial positioning of the Company and its operations, and not a continuing obligation); and


 


(ii)         To
diligently monitor facts and events that could materially affect or alter such analysis and to promptly update Akin in the event
that the Company determines that there will be or has been a change in the Company’s status as or as not a PFIC; provided,
however, that that this clause (ii) shall only apply so long as the Investors own in the aggregate more than 10% of the
outstanding principal amount of the Notes or more than 10% of the New Equity of the Company on a fully diluted basis.


 




    	 	39	 



     


    

 


6.           Additional
Covenants of the Investors. Each of the Investors agrees, severally and not jointly, with the Company:


 


(a)          Information.
To provide the Company with such information as it may reasonably request regarding such Investor for inclusion in the Disclosure
Statement as may be required by applicable law.


 


(b)          Antitrust
laws. To prepare and file all necessary documentation and to effect all applications that are necessary or advisable under
the Antitrust laws so that the applicable waiting period shall have expired or been terminated thereunder with respect to the purchase
of Notes pursuant to this Agreement or the Rights Offering, and not to take any action that is intended or reasonably likely to
materially impede or delay the ability of the parties hereto to obtain any necessary approvals required for the transactions contemplated
by this Agreement.


 


(c)          Plan
Support Agreement. To comply with the applicable agreements of Section 4(a) of the Plan Support Agreement


 


7.           Conditions
to the Obligations of the Investors. The obligations of the Investors to consummate the transactions contemplated hereby
on the Plan Effective Date are subject to the satisfaction of the following conditions (unless waived by the Requisite Investors):


 


(a)          Alternative
Transaction. The Company shall not have made a public announcement of its intention not to pursue the Plan, or directly or
indirectly, have sought, solicited, negotiated, encouraged, proposed, filed, supported, consented to, pursued, initiated, assisted,
joined in, participated in the formulation of, or entered into any agreements relating to, or provided any information about, the
Debtors for the purposes of entering into an Alternative Transaction (as defined in the Plan Support Agreement), and shall not
have filed any motion or other filing seeking dismissal of the CHC Cases, the appointment of a trustee or examiner with expanded
powers in the CHC Cases, the conversion of any of the CHC Cases (except for a CHC Case of an immaterial direct or indirect subsidiary
of the Company) to a case under chapter 7 of the Bankruptcy Code, or vacating extending, terminating, amending or modifying
in any material respect the Cash Collateral Orders (as defined in the Plan Support Agreement) without the consent of the Requisite
Plan Sponsors in accordance with the Plan Support Agreement.


 


(b)          PSA
Approval Order; Disclosure Statement Order; Rights Offering Order; Plan and Confirmation Order. The Bankruptcy Court shall
have entered the PSA Approval Order, the Disclosure Statement Order and the Rights Offering Order, and each such order shall be
in form and substance reasonably acceptable to the Requisite Plan Sponsors. The Plan, as approved, and the Confirmation Order,
as entered, by the Bankruptcy Court, shall each be in the form and substance reasonably acceptable to the Requisite Plan Sponsors,
and the Confirmation Order shall be a Final Order.


 


(c)          Conditions
to Plan Effective Date. The Debtors shall have complied in all material respects with the terms of the Plan that are to be
performed by the Debtors on or prior to the Plan Effective Date and the conditions to the Plan Effective Date set forth in the
Plan shall have been satisfied (or waived) in accordance with the Plan and the Plan Effective Date shall have occurred.


 




    	 	40	 



     


    

 


(d)          Rights
Offering. The Company shall have commenced the Rights Offering, the Rights Offering shall have been conducted in all material
respects in accordance with this Agreement, and the Rights Expiration Time shall have occurred.


 


(e)          Purchase
Notice or Satisfaction Notice. The Investors shall have received a Purchase Notice or Satisfaction Notice from the Company,
as applicable, in accordance with Section 1(e).


 


(f)          Valid
Issuance. The Notes shall be, upon (i) payment of the aggregate Purchase Price as provided herein and the Rights Offering
Procedures and (ii) the Plan Effective Date, validly issued and outstanding, and free and clear of all taxes, Liens, pre-emptive
rights, rights of first refusal, subscription and similar rights.


 


(g)          [Reserved.]


 


(h)          Antitrust
laws. If the purchase of the Rights Offering Notes and the Backstop Notes by the Investors pursuant to this Agreement and the
Rights Offering is subject to the terms of the Antitrust laws, the applicable waiting period shall have expired or been terminated
thereunder with respect to such purchase.


 


(i)           Representations
and Warranties. The representations and warranties of the Debtors set forth in this Agreement, disregarding all qualifications
and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct at and as of the
date hereof and the Closing Date as if made on and as of the Closing Date (or, to the extent given as of a specific date, as of
such date) with the same force and effect as though made on and as of such date (except to the extent that any such representation
or warranty is made as of a specified date, in which case such representation or warranty shall be true and correct in all respects
as of such specified date), except for such failures to be true and correct that, individually or in the aggregate, would not be
reasonably likely to result in a Material Adverse Effect.


 


(j)           Covenants.
The Company shall have performed and complied in all material respects with all obligations and agreements required in this Agreement
to be performed or complied with by it prior to the Closing Date.


 


(k)          Fees,
etc. All fees, costs and expenses and other amounts required to be paid or reimbursed by the Company to the Investors as of
the Plan Effective Date hereunder or as required by the Plan Support Agreement shall have been so paid or reimbursed.


 


(l)           Material
Adverse Effect. No Material Adverse Effect shall have occurred from the date hereof to the Closing Date.


 


(m)         Conditions
to Issuance. All conditions to the consummation of the issuance of the Rights Offering Notes, other than receipt of payment
from the Investors of their portion of the Purchase Price in respect of the Backstop Commitment, shall have been fulfilled.


 


(n)          Closing
Certificate. The Debtors shall have furnished to the Investors prior to 9:00 a.m., New York City time, on the Closing Date,
a certificate, signed by an executive officer of the Company and dated as of the Closing Date, to the effect that the conditions
specified in Section 7(i), Section 7(j) and Section 7(l) have been satisfied.


 




    	 	41	 



     


    

 


(o)          Approvals.
All governmental and third party authorizations, approvals, consents or clearances necessary in connection with the Restructuring
and the issuance or sale pursuant to this Agreement, the Plan (if applicable) and the Disclosure Statement of the Notes shall have
been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken
or threatened by any competent authority, that would restrain, prevent or otherwise impose adverse conditions on the Restructuring
or the issuance or sale of the Notes. The (i) Scheme of Arrangement in the Cayman Islands shall have taken effect upon the Grand
Court’s order, (ii) the insolvency proceedings in Canada shall have taken effect and (iii) there shall be no pending insolvency
proceedings or approvals that necessitate proceedings in any other foreign jurisdiction in connection with the Restructuring or
that are required in order to consummate the Restructuring.


 


(p)          No
Legal Impediment to Issuance. No statute, rule, regulation or order shall have been enacted, adopted or issued by any Governmental
Entity, and no judgment, injunction, decree, other legal restraint or order of any federal, state or foreign court shall have been
issued that prohibits the Restructuring, and no law or Order shall have been enacted, adopted or issued by any Governmental Entity
that prohibits the implementation of the Plan, the Rights Offering or the transactions contemplated by this Agreement or the Plan
Support Agreement.


 


(q)          Plan
Support Agreement. The Plan Support Agreement shall be in full force and effect (except as to the UCC) and shall not have been
terminated in accordance with its terms.


 


(r)          Indenture
and Other Related Documents. (i) The Indenture among the Company, as issuer, the guarantors party thereto the Indenture trustee
(the “Trustee”) governing the Notes, dated as of the Closing Date, (ii) the Security Agreements, (iii)
the Intercreditor Agreement and (iv) any and all documentation relating to the Plan, the Notes and the transactions contemplated
hereby and by the Plan, in each case, in form and substance reasonably satisfactory to the Requisite Plan Sponsors and the Debtors,
shall have been executed and delivered by the Company and the other parties thereto, and the Requisite Investors shall be reasonably
satisfied that the Security Documents will, when properly filed or recorded, create second priority, perfected Liens on the collateral.


 


(s)          Opinions.
The Company shall deliver such customary opinions of counsel to the reorganized Company, dated as of the Closing Date and addressed
to the Trustee in connection with the entry into the Indenture, the Security Documents or the Intercreditor Agreement that are
customary for the issuance the notes that are secured and convertible.


 


(t)          New
Credit Facility and New Unsecured Notes. The Company shall have executed and delivered documentation governing the New
Credit Facility and the New Unsecured Notes, each of which shall be in form and substance reasonably satisfactory to the
Requisite Plan Sponsors and the Debtors and the closing of the transactions and effectiveness of the New Credit
Facility and the documentation governing the New Unsecured Notes shall have occurred or occurred substantially concurrently
with the occurrence of the Closing Date.


 




    	 	42	 



     


    

 


(u)          Milestone
Transactions and PK Financing. The Company shall have executed and delivered documentation governing the transactions contemplated
by the Milestone Documents, including the PK Financing (as defined in the Plan Support Agreement), which definitive documentation
shall be in form and substance reasonably satisfactory to the Requisite Plan Sponsors and the Debtors, and the closing of the transactions
and the effectiveness of the PK Financing and the documentation governing the transactions contemplated by the Milestone Documents
shall have occurred or occurred substantially concurrently with the occurrence of the Closing Date.


 


(v)          ABL
Restructuring. If the Debtors reach an agreement on the ABL Term Sheet (as defined in the Plan Support Agreement) prior to
the Closing Date, the Company shall have executed and delivered documentation governing the restructuring transactions contemplated
by the ABL Term Sheet, which definitive documentation shall be in form and substance reasonably satisfactory to the Requisite Plan
Sponsors and the Debtors, and all conditions to effectiveness of the ABL Financing (as defined in the Plan Support Agreement) and
the closing of the transactions and the effectiveness of the transactions contemplated thereby shall have occurred or occurred
substantially concurrently with the occurrence of the Closing Date.


 


(w)         Unrestricted
Cash Liquidity. The amount of unrestricted cash liquidity (i.e., cash, cash equivalents and unrestricted availability under
any financing arrangement for general working capital purposes) of the Debtors as of the Plan Effective Date (but without regard
to the proceeds from the Rights Offering) shall be in the amount set forth on Schedule 6(a)(xix) to the Plan Support Agreement
(after accounting for payments to be made as of the Plan Effective Date) or such lesser amount as reasonably determined in accordance
with the Plan Support Agreement.


 


(x)           Funded
Amount. At least two hundred fifty million dollars ($250,000,000) of cash (including the amounts required to be deposited to
purchase the Unfulfilled Backstop Commitment and in respect of all Investment Replacements) in the aggregate shall have been deposited
in Rights Offering Escrow Account and Backstop Escrow Account, as the aggregate Purchase Price for the Notes in the aggregate principal
amount of not less than three hundred sixty-one million, one hundred and eleven thousand one hundred and eleven dollars ($361,111,111).


 


8.           Conditions
to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated hereby on
the Plan Effective Date are subject to satisfaction of the following conditions (unless waived by the Company), except where the
failure to satisfy any such condition is the result of a failure by the Company to comply with this Agreement:


 


(a)          PSA
Approval Order; Disclosure Statement Order; Rights Offering Order; Plan and Confirmation Order. The Bankruptcy Court shall
have entered the PSA Approval Order, the Disclosure Statement Order and the Rights Offering Order, and each such order shall be
in form and substance reasonably acceptable to the Debtors. The Plan, as approved, and the Confirmation Order, as entered, by the
Bankruptcy Court, shall each be in the form and substance reasonably acceptable to the Debtors, and the Confirmation Order shall
be a Final Order.


 




    	 	43	 



     


    

 


(b)          Conditions
to Plan Effective Date. The conditions to the Plan Effective Date set forth in the Plan shall have been satisfied (or waived)
in accordance with the Plan and the Plan Effective Date shall have occurred.


 


(c)          Representations
and Warranties. The representations and warranties of the non-Defaulting Investors and non-Defaulting Unfulfilled Commitment
Investors set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be
true and correct in all material respects, in each case, on and as of the Plan Effective Date as if made on and as of the Closing
Date (or, to the extent given as of a specific date, as of such date).


 


(d)          Availability
of Purchase Price. Three hundred million dollars ($300,000,000) in cash (including the amounts required to be deposited to
purchase the Unfulfilled Backstop Commitment and in respect of all Investment Replacements) shall have been deposited in the Rights
Offering Escrow Account and Backstop Escrow Account as the aggregate Purchase Price for the Notes, unless the Company agrees that
such aggregate amount of cash may be a lesser amount, not less than two hundred fifty million dollars ($250,000,000) in respect
of the Purchase Price for the Notes.


 


(e)          Approvals.
All governmental and third party authorizations, approvals, consents or clearances necessary in connection with the Restructuring
and the issuance or sale pursuant to this Agreement, the Plan (if applicable) and the Disclosure Statement of the Notes shall have
been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken
or threatened by any competent authority, that would restrain, prevent or otherwise impose adverse conditions on the Restructuring
or the issuance or sale of the Notes. The (i) Scheme of Arrangement in the Cayman Islands shall have taken effect upon the Grand
Court’s order, (ii) the insolvency proceedings in Canada shall have taken effect and (iii) there shall be no pending insolvency
proceedings or approvals that necessitate proceedings in any other foreign jurisdiction in connection with the Restructuring or
that are required in order to consummate the Restructuring.


 


(f)          No
Legal Impediment to Issuance. No statute, rule, regulation or order shall have been enacted, adopted or issued by any Governmental
Entity, and no judgment, injunction, decree, other legal restraint or order of any federal, state or foreign court shall have been
issued that prohibits the Restructuring, and no law or Order shall have been enacted, adopted or issued by any Governmental Entity
that prohibits the implementation of the Plan, the Rights Offering or the transactions contemplated by this Agreement.


 


(g)          Plan
Support Agreement. The Plan Support Agreement shall be in full force and effect (except as to the UCC) and shall not have been
terminated in accordance with its terms.


 


(h)          Antitrust
laws. If the purchase of the Notes by any of the Investors pursuant to this Agreement and the Rights Offering is subject to
the terms of the Antitrust laws, the applicable waiting period shall have expired or been terminated thereunder with respect to
such purchase.


 




    	 	44	 



     


    

 


9.           Survival
of Representations and Warranties. The representations and warranties made in this Agreement will not survive the Closing
Date. Covenants and agreements that by their terms are to be satisfied after the Closing Date shall survive until satisfied in
accordance with their terms.


 


10.         Termination.


 


(a)          Termination
by the Investors. The Requisite Investors may terminate this Agreement by written notice to the Company upon the occurrence
and during the continuance of any of the following:


 


(i)          the
termination of the Plan Support Agreement;


 


(ii)         upon
the failure of the Debtors to:


 


(A)         obtain
entry of the PSA Approval Order by the Bankruptcy Court as soon as reasonably practicable and in no event later than thirty-one
(31) days after the date of this Agreement;


 


(B)         file
the Plan and Disclosure Statement with the Bankruptcy Court by no later than November 4, 2016, which Plan and Disclosure
Statement shall be in all respects reasonably acceptable to the Debtors and the Requisite Plan Sponsors;


 


(C)         [reserved];


 


(D)         obtain
entry of the Disclosure Statement Order and the Rights Offering Order by the Bankruptcy Court no later than December 9, 2016, which
orders shall be reasonably acceptable to the Requisite Plan Sponsors and the Debtors;


 


(E)         commence
the Solicitation (as defined in the Plan Support Agreement) and Rights Offering no later than four (4) Business Days after both
the entry of the Disclosure Statement Order and the Rights Offering Order by the Bankruptcy Court;


 


(F)         obtain
the entry by the Bankruptcy Court of the Final Cash Collateral Order (as defined in the Plan Support Agreement) by no later than
October 18, 2016, which order is reasonably acceptable in all respects to the Requisite Plan Sponsors and the Debtors; provided,
however, if the Final Cash Collateral Order is not entered by October 18, 2016, the CHC Parties, the Requisite Plan Sponsors
shall agree to a further Interim Cash Collateral Order through November 3, 2016, and the Final Cash Collateral Order reasonably
acceptable in all respects to the CHC Parties and the Requisite Plan Sponsors shall be entered by no later than November 3, 2016;


 


(G)         obtain
the entry of the Confirmation Order that is a Final Order by no later than March 3, 2017, which Confirmation Order is reasonably
acceptable to the Debtors and the Requisite Plan Sponsors; or


 




    	 	45	 



     


    

 


(H)         cause
the Plan Effective Date to have occurred no later than thirty (30) days after the Bankruptcy Court’s entry of the Confirmation
Order (unless extended in respect of the cure periods specified in Section 2(a) and Section 2(j)(i));


 


(iii)        the
Bankruptcy Court denies the PSA Approval Motion (as defined in the Plan Support Agreement);


 


(iv)        an
order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the Plan or denying approval
of the Disclosure Statement (unless, in either case, caused by a default of the Investors of their obligations hereunder or under
the Plan Support Agreement, in which event the Investors shall not have the right to terminate this Agreement under this clause
(iv));


 


(v)         the
issuance by any Governmental Entity, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment
or order enjoining the consummation of a material portion of the Restructuring and such ruling or order is not vacated within fourteen
(14) days;


 


(vi)        the
Bankruptcy Court having entered an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting
any of the CHC Cases (except for a CHC Case of an immaterial direct or indirect subsidiary of the Company) to a case under chapter
7 of the Bankruptcy Code, (C) dismissing any of the CHC Cases or (D) vacating, extending, terminating, amending or modifying in
any material respect the Cash Collateral Orders (as defined in the Plan Support Agreement) without the consent of the Requisite
Plan Sponsors in accordance with their approval rights under the Plan Support Agreement;


 


(vii)       upon
the Debtors filing any motion or other request for relief seeking to (A) appoint an examiner with expanded powers or a trustee,
(B) convert any of the CHC Cases to a case under chapter 7 of the Bankruptcy Code or (C) dismiss any of the CHC Cases;


 


(viii)      upon
the withdrawal, waiver, amendment or modification by the Debtors of the Plan or any of the other Restructuring Documents (as defined
in the Plan Support Agreement) or the filing of a pleading or notice seeking to withdraw, waive, amend or modify any term or condition
of the Plan or any of the other Restructuring Documents, which withdrawal, waiver, amendment, modification or filing is not acceptable
to the Requisite Plan Sponsors in accordance with their approval rights under the Plan Support Agreement;


 


(ix)         the
Debtors take any action or file any Restructuring Document with the Bankruptcy Court (including any modifications or amendments
thereof) that has not received the requisite approval of the Requisite Plan Sponsors under the Plan Support Agreement;


 


(x)          the
Debtors file, propose or otherwise support any plan of liquidation, asset sale or a plan of reorganization other than the Plan;


 


(xi)         the
Bankruptcy Court grants relief that is inconsistent with this Agreement or the Plan Support Agreement in any material respect,
including confirmation of an Alternative Transaction;


 




    	 	46	 



     


    

 


(xii)        the
Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy
Code) with regard to any assets of the Debtors having an aggregate fair market value in excess of fifteen million dollars ($15,000,000);


 


(xiii)       the
termination of the consensual use of cash collateral under the Final Cash Collateral Order;


 


(xiv)       the
termination of any commitment or agreement to provide the PK Financing or the ABL Financing
(if applicable) to the Debtors, or to consummate the transactions contemplated by the Milestone Documents, pursuant to any of the
documents related to any such commitment or agreement;


 


(xv)        the
Debtors fail to timely pay the fees and expenses as set forth in this Agreement and the Plan Support Agreement;


 


(xvi)       the
entry of an order by any court of competent jurisdiction invalidating, disallowing, subordinating or limiting, in any material
respect, as applicable, the enforceability, priority or validity of the Secured Note Claims and the liens and security interests
securing such claims;


 


(xvii)      if,
other than the Foreign Proceedings Plan in Canada or the Cayman Islands, which proceedings in the Cayman Islands and Canada shall
require the consent of the Requisite Plan Sponsors to be modified in a manner inconsistent with the Foreign Proceedings Plan, (i) an
involuntary petition is filed seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization
or other relief in respect of (A) any Debtor, other than an immaterial Debtor, under any foreign bankruptcy, insolvency, administrative
receivership or similar law now or hereafter in effect or (B) any non-Debtor subsidiary, other than an immaterial direct or indirect
subsidiary of the Debtors, under any federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law
now or hereinafter in effect, and such involuntary proceeding is not dismissed within a period of thirty (30) days after the filing
thereof or a court grants the relief sought in such involuntary proceeding; or (ii) a voluntary petition is filed seeking bankruptcy,
winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief under any foreign bankruptcy,
insolvency, administrative receivership or similar law now or hereafter in effect in respect of any Debtor without the joint agreement
of the Debtors and the Requisite Plan Sponsors;


 


(xviii)    the
failure of the Debtors to maintain, or be reasonably projected to have, unrestricted cash liquidity (i.e., cash, cash equivalents
and unrestricted availability under any financing arrangement for general working capital purposes) as of the Plan Effective Date
(but without regard to the proceeds from the Rights Offering) in the amount set forth on Schedule 6(a)(xix) to the Plan Support
Agreement (after accounting for payments to be made in connection with the Plan Effective Date), or such lesser amount as reasonably
determined by the Debtors and the Requisite Plan Sponsors;


 




    	 	47	 



     


    

 


(xix)       if
the Company shall have breached any representation, warranty, covenant or other agreement made by the Company in this Agreement
or any such representation and warranty shall have become inaccurate after the date of this Agreement, and such breach or inaccuracy
would, individually or in the aggregate, result in the failure of a condition set forth in Section 7(i), Section 7(j)
or Section 7(l), if continuing on the Closing Date, being satisfied and such breach or inaccuracy is not cured by the Company
by the fourth (4th) Business Day after giving notice thereof to the Company by the Requisite Investors other than with respect
to an breach of the compliance with any of the milestones set forth in Section 10(a)(ii) and any other breach that is uncurable,
for which no notice or cure period shall be required or apply;


 


(xx)        upon
the occurrence of a Material Adverse Effect; or


 


(xxi)       the
Debtors modify, amend or otherwise replace the Business Plan (as defined in the Plan Support Agreement) without the approval of
the Requisite Plan Sponsors, each in their sole discretion.


 


(b)          Termination
by the Company. The Company may terminate this Agreement by written notice to the Investors upon the occurrence of any of the
following:


 


(i)          If
any Plan Sponsor Investor shall have breached (other than an immaterial breach) any of their obligations, covenants, representations
or warranties set forth in this Agreement, and such breach is continuing, which breach (i) would result in a condition set forth
in Section 8 not to be satisfied and (ii) cannot be cured within two (2) Business Days after the Company provides written
notice to the Plan Sponsor Investors of such breach (in which event upon failure to so cure within such time period); provided,
however, that the Company shall not have the right to terminate this Agreement under this Section 10(b)(i) or otherwise
to the extent that the Investors have agreed to provide aggregate funds in respect of the Rights Offering Notes and the Backstop
Notes (including for the avoidance of doubt, Backstop Commitments by Replacing Investors) in an aggregate amount of three hundred
million dollars ($300,000,000) for the Purchase Price for the Notes within ten (10) Business Days after the expiration of such
cure periods in connection with the procedures under Section 2(j)(i);


 


(ii)         the
termination of the Plan Support Agreement;


 


(iii)        upon
the failure of any of the conditions set forth in Section 8(b)-(h) to be satisfied when required to be satisfied; or


 


(iv)        the
issuance by any Governmental Entity, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment,
or order enjoining the consummation of a material portion of the Restructuring and such ruling or order is not vacated within fourteen
(14) days;


 


provided that the Company may terminate
this Agreement as to any Investor individually, and not as to all Investors, in connection with a breach (other than an immaterial
breach) of any of such Investor’s obligations, covenants, representations or warranties set forth in this Agreement, and
such breach is continuing and is not timely cured within two (2) Business Days after the Company provides written notice to such
Investor of such breach (in which event upon failure to so cure within such time period). Notwithstanding the termination by the
Company as to any individual Investor, the remaining Investors shall be entitled to their pro rata portion of the Put Option Premium
pursuant to the terms of this Agreement.


 




    	 	48	 



     


    

 


(c)          Mutual
Agreement. This Agreement may be terminated by mutual written consent of the Company and the Requisite Investors.


 


(d)          Effect
of Termination. Subject to Section 13, upon termination of this Agreement, each party hereto shall be released from
its commitments, undertakings and agreements under or related to this Agreement and shall have the rights and remedies that it
would have had and shall be entitled to take all actions, whether with respect to the transactions contemplated hereby or otherwise,
that it would have been entitled to take had it not entered into this Agreement. Notwithstanding anything contained herein, if
this Agreement is terminated as a result of a breach of this Agreement by a party hereto, such party shall not be released and
shall remain liable for any damages resulting from such termination.


 


(e)          Non-Plan
Sponsor Investors. In the event that any of this Agreement, the Plan Support Agreement, Rights Offering Procedures, Disclosure
Statement, Plan or any document related to the Plan is amended in a manner that materially, adversely, directly and disproportionately
affects an Investor (an “Affected Investor”) other than the Plan Sponsor Investors, then, regardless
of whether the Plan Sponsor Investors elect to terminate their rights hereunder, such an Affected Investor may terminate its rights
and obligations under this Agreement without any liability to the Company or the other Investors. An Affected Investor that has
terminated its rights and obligations under this Agreement shall not be entitled to its pro rata portion of the Put Option Premium.


 


11.         Commercially
Reasonable Efforts.


 


(a)          Without
in any way limiting any other respective obligation of the Company in this Agreement or in the Plan Support Agreement, the Company
shall use its commercially reasonable efforts to take or cause to be taken all such actions, and do or cause to be done all such
things, reasonably necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this
Agreement, the Plan Support Agreement and the Plan, including to cause the conditions set forth in Section 7 to be satisfied
and to consummate the Restructuring, and to:


 


(i)          timely
prepare and file all documentation reasonably necessary to effect all necessary notices, reports and other filings of such Person
and to seek to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or
advisable to be obtained from any third party or Governmental Entity;


 


(ii)         execute,
acknowledge and deliver to the Investors or other parties such other instruments, documents and certificates, and take such other
actions as the Requisite Investors may reasonably request, in each case, in order to consummate the Restructuring,


 


(iii)        subject
to their professional responsibilities, defend any Legal Proceedings in any way challenging (A) this Agreement, the Plan or the
Restructuring, (B) any Restructuring Document or (C) the consummation of the Restructuring, including seeking to have any stay
or temporary restraining Order entered by any Governmental Entity vacated or reversed; and


 




    	 	49	 



     


    

 


(iv)        cooperate
in good faith to finalize all documents relating to the Restructuring.


 


For purposes of this Agreement, “Legal
Proceeding” shall mean any governmental, administrative, judicial or regulatory investigations, audits, actions,
suits, claims, arbitrations, demands, notice of non-compliance or proceedings.


 


(b)          In
accordance with the Plan Support Agreement, the Company shall provide or cause to be provided a draft of all motions, applications,
pleadings, schedules, Orders, reports or other material papers (including all material memoranda, exhibits, supporting affidavits
and evidence and other supporting documentation) in the CHC Cases relating to or affecting the Backstop Commitment in advance of
filing the same with the Bankruptcy Court. All such motions, applications, pleadings, schedules, Orders, reports and other material
papers shall be in form and substance reasonably acceptable to the Requisite Plan Sponsors pursuant to the requirements of the
Plan Support Agreement.


 


(c)          Nothing
contained in this Section 11 shall limit the ability of any Investor to consult with the Debtors, to appear and be heard,
or to file objections, concerning any matter arising in the CHC Cases to the extent not inconsistent with the Plan Support Agreement
or this Agreement.


 


(d)          Without
in any way limiting any other respective obligation of the Investors in this Agreement, each of the Investors shall use its commercially
reasonable efforts to cooperate with the Company in order to consummate and make effective the transactions contemplated by this
Agreement, the Plan Support Agreement and the Plan, including to (i) cause the conditions set forth in Section 8 to be satisfied,
(ii) execute, acknowledge, and deliver to the Company or other parties such other instruments, documents and certificates, and
take such other actions as the Company may reasonably request, in each case, in order to consummate the Restructuring and (iii)
cooperate in good faith to finalize all documents relating to the Restructuring.


 


12.         Notices.
All notices hereunder shall be deemed given if in writing and delivered, if contemporaneously sent by electronic mail, facsimile,
courier or by registered or certified mail (return receipt requested) to the following addresses (or to such other addresses as
any party may from time to time notify in writing to the other parties pursuant hereto):


 




    	 	50	 



     


    

 


If to the Plan Sponsor Investors,
to each of the undersigned Plan Sponsor Investors at the addresses listed on the signatures pages hereto,


 


with a copy (which shall not constitute notice) to:


Akin Gump Strauss Hauer & Feld LLP

Attention: Michael S. Stamer


One Bryant Park


New York, NY  10036


E-mail: mstamer@akingump.com


 


and


 


Akin Gump Strauss Hauer & Feld
LLP


Attention: James Savin


1333 New Hampshire Ave., N.W.


Washington, DC  20036


E-mail: jsavin@akingump.com


 


If to the Investors that are
not Plan Sponsor Investors, to each of such undersigned Investors at the addresses listed on the signatures pages hereto,


 


with a copy (which shall not constitute notice) to:


Brown Rudnick LLP


Attention: Steven B. Levine, Esq.


One Financial Center


Boston, MA 02111


E-mail: slevine@brownrudnick.com


 


If to the Company, to:


 


CHC Group Ltd.

600 E. Las Colinas Blvd., Suite 1000

Irving, TX  75039


	Attention:	Hooman Yazhari
	Telephone:	(214) 262-7300
	E-mail:	hooman.yazhari@chc.ca


 


with a copy (which shall not constitute notice) to:


 


Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY  10153


	Attention:	Gary T. Holtzer, Esq.
	 	Kelly DiBlasi, Esq.
	Facsimile:	(212) 310-8007


 




    	 	51	 



     


    

 


	E-mail:	gary.holtzer@weil.com
	 	kelly.diblasi@weil.com


 


and


 


Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, TX  75201


	Attention:	Stephen A. Youngman, Esq.
	Facsimile:	(214) 746-7777
	E-mail:	stephen.youngman@weil.com


 


Any notice given by delivery, mail or courier shall be effective
when received. Any notice given by facsimile or electronic mail shall be effective upon oral, machine or electronic mail (as applicable)
confirmation of transmission.


 


13.         Survival.
Notwithstanding the termination of this Agreement, the agreements and obligations of the parties hereto in Section 2(b),
Section 2(c), Section 2(d), Section 2(e) (solely with respect to accrued and unpaid expenses through the date
of termination), Section 2(j), the last sentence of Section 2(k)(iv), Section 5(i), the last sentence of Section
10(b), Section 10(d), Section 10(e), Sections 12 through 18, and Sections 21, 22,
24, 25, 26 and 28 shall survive such termination and shall continue in full force and effect in accordance
with the terms hereof; provided that any liability of a party for failure to comply with the terms of this Agreement shall
survive such termination.


 


14.         Headings.
The headings of the sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect
the interpretation hereof or, for any purpose, be deemed a part of this Agreement.


 


15.         Severability.
If any provision of this Agreement, or the application of any such provision to any person or circumstance, shall be held invalid
or unenforceable, in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof
and the remaining part of such provision hereof and this Agreement shall continue in full force and effect. Upon any such determination
of invalidity, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties
as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby are consummated as
originally contemplated to the greatest extent possible.


 


16.         Assignment;
Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement
may be assigned by any of the parties hereto without the prior written consent of the Company and the Requisite Investors, other
than an assignment by an Investor permitted by Section 2(i). This Agreement (including the documents and instruments referred
to herein) is not intended to and does not confer upon any person other than the parties hereto any rights or remedies under this
Agreement.


 




    	 	52	 



     


    

 


17.         Complete
Agreement.


 


(a)          This
Agreement (including the Exhibits, the schedules and the other documents and instruments referred to herein, including the Plan
Support Agreement) constitutes the entire agreement of the parties hereto and supersedes all prior agreements, arrangements or
understandings, whether written or oral, among the parties hereto with respect to the subject matter of this Agreement, except
that the parties hereto acknowledge that any confidentiality agreements heretofore executed between the Company and any other party
hereto will continue in full force and effect.


 


(b)          Notwithstanding
anything to the contrary in the Plan (including any amendments, supplements or modifications thereto) or the Confirmation Order
(including any amendments, supplements or modification thereof) or an affirmative vote to accept the Plan submitted by any Investor,
nothing contained in the Plan (including any amendments, supplements or modifications thereto) or the Confirmation Order (including
any amendments, supplements or modification thereof) shall alter, amend or modify the rights of the Investors under this Agreement
unless such alteration, amendment or modification has been made in accordance with Section 20.


 


18.         Governing
law; Waiver of Trial by Jury.


 


(a)          This
Agreement shall be construed and enforced in accordance with, and the rights of the parties hereto shall be governed by, the laws
of the State of New York, without giving effect to the conflict of laws principles thereof and, to the extent applicable,
the Bankruptcy Code. Each of the parties irrevocably agrees that any legal action, suit or proceeding (each, a “Proceeding”)
arising out of or directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby (whether
based on contract, tort or any other theory) brought by any party hereto or its successors or permitted assigns shall be brought
and determined in the Bankruptcy Court during the pendency of the CHC Cases; provided that, if the Bankruptcy Court lacks
jurisdiction, the parties hereto consent and agree than any such Proceeding shall be brought exclusively in a court of the State
of New York.


 


(b)          Each
party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any
Proceeding arising out of or directly or indirectly arising out of or relating to this Agreement or the transactions contemplated
hereby (whether based on contract, tort or any other theory). Each party hereto hereby irrevocably agrees service of process, summons,
notice or document addressed to them at their respective addresses provided in Section 12 shall be effective service
of process against it for any such Proceeding brought in any such court.


 


19.         Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together
shall be deemed to be one and the same agreement. Execution copies of this Agreement delivered by facsimile or PDF shall be deemed
to be an original for the purposes of this paragraph.


 




    	 	53	 



     


    

 


20.         Amendments
and Waivers. Except as otherwise expressly set forth herein, this Agreement, including any exhibits or schedules hereto,
may not be waived, modified, amended or supplemented except in a writing signed by the Company and the Requisite Investors; provided
that each Investor’s prior written consent shall be required for any amendment, restatement, modification, supplement or
other change that would have the effect of (i) modifying such Investor’s Backstop Commitment or Investor Percentage, (ii)
increasing the Purchase Price to be paid in respect of the Rights Offering Notes or the Backstop Notes or decreasing the Put Option
Premium, (iii) changing this Section 20, (iv) changing the terms or conditions to the payment of the Put Option Premium
or (v) otherwise materially, adversely, disproportionately and directly affecting such Investor. No delay on the part of any party
hereto in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver
on the part of any party hereto of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise
of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of
any other right, power or privilege pursuant to this Agreement. Except as otherwise provided in this Agreement, the rights and
remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party hereto
otherwise may have at law or in equity. For purposes of this Agreement, “Requisite Investors” shall mean
Investors holding more than 50% of the Backstop Commitments; provided that the Backstop Commitments held by a Defaulting
Investor shall be excluded for purposes of determining Requisite Investors.


 


21.         Specific
Performance. It is understood and agreed by the parties hereto that money damages would not be a sufficient remedy for
any breach of this Agreement by any party hereto and each non-breaching party shall be entitled to seek specific performance and
injunctive or other equitable relief (including attorneys’ fees and costs) as a remedy of any such breach, without the necessity
of proving the inadequacy of money damages as a remedy. The parties hereto hereby agree not to raise any objections to the availability
of the equitable remedy of specific performance to prevent or restrain breaches of this Agreement by the parties hereto and to
specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance
with, the respective covenants and obligations of the parties hereto under this Agreement. Each party hereto hereby waives any
requirement for the security or posting of any bond in connection with such remedies.


 


22.         Other
Interpretive Matters.


 


(a)          Unless
otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply: (i) when
calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this
Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period
is a non-Business Day, the period in question shall end on the next succeeding Business Day; (ii) any reference in this Agreement
to $ shall mean U.S. dollars; (iii) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated
in and made a part of this Agreement as if set forth in full herein and any capitalized terms used in any Exhibit or Schedule but
not otherwise defined therein shall be defined as set forth in this Agreement; (iv) words imparting the singular number only
shall include the plural and vice versa; (v) the words such as “herein,” “hereinafter,” “hereof,”
and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless
the context otherwise requires; (vi) the word “including” or any variation thereof means “including, without
limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or
matters immediately following it; (vii) the division of this Agreement into Sections and other subdivisions and the insertion
of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
and (viii) all references in this Agreement to any “Section” are to the corresponding Section of this Agreement
unless otherwise specified. For the purposes of this Agreement, “Affiliates” of any Person means any
Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this
definition, “control” (including with its correlative meanings, “controlled by” and “under common
control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).
References to the “subsidiaries” of the Company or any similar reference herein include the direct and indirect subsidiaries
of the Debtors and any entities that are deemed to be variable interest entities in accordance with GAAP in which the Company owns
an equity interest, which are consolidated under the Company’s consolidated financial statements.


 




    	 	54	 



     


    

 


(b)          In
the event of any inconsistencies between the terms of this Agreement (without reference to the Exhibits) and the Term Sheet or
the Plan Support Agreement, the terms of this Agreement shall control.


 


(c)          The
parties agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore,
waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other
document shall be construed against the party drafting such agreement or document.


 


23.         Further
Assurances. Subject to the terms hereof, each of the parties shall take such action as may be reasonably necessary or reasonably
requested by the other parties to carry out the purposes and intent of this Agreement, and shall refrain from taking any action
that would frustrate the purposes and intent of this Agreement.


 


24.         No
Reliance. No Investor or any of its Affiliates shall have any duties or obligations to the other Investors in respect of
this Agreement, the Plan or the transactions contemplated hereby or thereby, except those expressly set forth herein. Without limiting
the generality of the foregoing, (a) no Investor or any of its Affiliates shall be subject to any fiduciary or other implied duties
to the other Investors, (b) no Investor or any of its Affiliates shall have any duty to take any discretionary action or exercise
any discretionary powers on behalf of any other Investor, (c)(i) no Investor or any of its Affiliates shall have any duty to the
other Investors to obtain, through the exercise of diligence or otherwise, to investigate, confirm, or disclose to the other Investors
any information relating to the Company or any of its subsidiaries that may have been communicated to or obtained by such Investor
or any of its Affiliates in any capacity and (ii) no Investor may rely, and confirms that it has not relied, on any due diligence
investigation that any other Investor or any Person acting on behalf of such other Investor may have conducted with respect to
the Company or any of its Affiliates or any of their respective securities and (d) each Investor acknowledges that no other Investor
is acting as a placement agent, initial purchaser, underwriter, broker or finder with respect to its Notes or its Backstop Commitment.


 




    	 	55	 



     


    

 


25.         No
Interpretation Against Drafter. This Agreement is the product of negotiations between the parties hereto represented by
counsel, and any rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement
and are expressly waived.


 


26.         Publicity.
At all times prior to the Closing Date or the earlier termination of this Agreement in accordance with its terms, the Company and
the Investors shall consult with each other prior to issuing any press releases, public documents and public filings (and provide
each other a reasonable opportunity to review and comment upon such release, and the Company will consider in good faith any comments
the Requisite Investors have to any such documents) or otherwise making public announcements with respect to the transactions contemplated
by this Agreement; provided that nothing in this Section 26 or elsewhere in this Agreement shall modify the approval
rights of any party hereto under the Plan Support Agreement; and provided further that nothing in this Section 26
shall prohibit any party hereto from filing any motions or other pleadings or documents with the Bankruptcy Court in connection
with the CHC Cases.


 


27.         Effectiveness.
This Agreement shall become effective and binding upon each Party upon the execution and delivery by all Parties of an executed
signature page hereto and upon the execution of the Plan Support Agreement by all parties thereto; provided that this Agreement
shall only become effective and binding on the Debtors upon entry by the Bankruptcy Court of the PSA Approval Order except, for
the avoidance of doubt, the Debtors shall be immediately obligated, upon the execution by all Parties hereto, to comply with the
provisions of Section 5(a)(i), Section 5(f), Section 11(a) and Section 11(b) of this Agreement.


 


28.         Settlement
Discussions. This Agreement and the transactions contemplated herein are part of a proposed comprehensive settlement of
matters that could otherwise by the subject of litigation among the parties hereto. Pursuant to Rule 408 of the Federal Rules of
Evidence, any applicable state rules of evidence and any other applicable law, foreign or domestic, this Agreement and all negotiations
relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to obtain Bankruptcy Court approval
hereof and a proceeding to enforce this Agreement’s terms. Nothing herein is intended to, or does, in any manner waive, limit,
impair or restrict the ability of each of the parties hereto to protect and preserve its rights, remedies and interests, including
its Claims against any of the other parties hereto (or their respective affiliates or subsidiaries) or its full participation in
the CHC Cases. This Agreement shall in no event be construed as or be deemed an admission or concession on the part of any party
of any Claim or fault or liability or damages whatsoever. Pursuant to Section 408 of the U.S. Federal Rule of Evidence and any
applicable state rules of evidence, this Agreement and all negotiations relating thereto shall not be admissible into evidence
in any Legal Proceeding, except to the extent filed with, or disclosed to, the Bankruptcy Court in connection with the CHC Cases
(other than a Legal Proceeding to approve or enforce the terms of this Agreement).


 


[Signature Pages Follow]


 




    	 	56	 



     


    

 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	 	CHC GROUP LTD.
	 	 	 
	 	By:	/s/ Hooman Yazhari
	 	Name: Hooman Yazhari
	 	Title: Senior Vice President, Legal & Administration


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Future Fund Board of Guardians
	 	By: Bain Capital Credit, LP, as Investment Manager
	 	 	 
	 	By:	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Sankaty Credit Opportunity (F),  L.P
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Sankaty Credit Opportunities V AIV II (Master), L.P.
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


  




     


     


    

 


	 	INVESTOR
	 	 
	 	Sankaty Credit Opportunities VI-A, L.P.
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Sankaty Credit Opportunities VI-B (Master), L.P.
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Bain Capital High Income Partnership, L.P.
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Sankaty Managed Account (CalPERS), L.P.
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Sankaty Managed Account (E), L.P.
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Sankaty Managed Account (FSS), L.P.
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Sankaty Managed Account (PSERS), L.P.
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Sankaty Managed Account (TCCC), L.P.
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Sankaty Rio Grande FMC, L.P.
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Sears Holdings Pension Trust
	 	By: Bain Capital Credit, LP, as Investment Manager
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Sankaty Credit Opportunities VI-EU (Master), L.P.
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Sankaty Credit Opportunities VI-G, L.P.
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Los Angeles County Employees Retirement Association
	 	By: Bain Capital Credit, LP, as Manager
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	American Century Capital Portfolios,
	 	Inc. – AC Alternatives Income Fund
	 	By: Bain Capital Credit, LP as Subadvisor
	 	 	 
	 	By: 	/s/ Andrew S. Viens
	 	Name: Andrew S. Viens
	 	Title: Executive Vice President


 




     


     


    

 


	 	INVESTOR
	 	 
	 	AllianceBernstein L.P.
	 	 	 
	 	By: 	/s/ Will Smith
	 	Name: Will Smith
	 	Title: Vice President – Fixed Income


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Wayzata Opportunities Fund III, L.P.
	 	By: WOF III GP, L.P., its General Partner
	 	By: WOF III GP, LLC, its General Partner
	 	 	 
	 	By: 	/s/ Patrick Halloran
	 	Name: Patrick Halloran
	 	Title: Authorized Signatory


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Wayzata Opportunities Fund Offshore III, L.P.
	 	By: Wayzata Offshore GP III, LLC, its General Partner
	 	 	 
	 	By: 	/s/ Patrick Halloran
	 	Name: Patrick Halloran
	 	Title: Authorized Signatory


 




     


     


    

 


	 	INVESTOR
	 	 
	 	CARL MARKS STRATEGIC OPPORTUNITES FUND II, L.P.
	 	 	 
	 	By: 	/s/ James F. Wilson
	 	Name: James F. Wilson
	 	Title: Managing Member


 




     


     


    

 


	 	INVESTOR
	 	 
	 	CARL MARKS STRATEGIC INVESTMENTS, L.P.
	 	 	 
	 	By: 	/s/ James F. Wilson
	 	Name: James F. Wilson
	 	Title: Managing Member


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Tennenbaum Special Situations IX-O, LP
	 	 
	 	By: Tennenbaum Capital Partners, LLC
	 	Its: Investment Manager
	 	 	 
	 	By: 	/s/ Howard Levkowitz
	 	Name: Howard Levkowitz
	 	Title: Managing Partner


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Tennenbaum Special Situations IX-C, LP
	 	 
	 	By: Tennenbaum Capital Partners, LLC
	 	Its: Investment Manager
	 	 	 
	 	By: 	/s/ Howard Levkowitz
	 	Name: Howard Levkowitz
	 	Title: Managing Partner


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Tennenbaum Special Situations IX, LLC
	 	 
	 	By: Tennenbaum Capital Partners, LLC
	 	Its: Investment Manager
	 	 	 
	 	By: 	/s/ Howard Levkowitz
	 	Name: Howard Levkowitz
	 	Title: Managing Partner


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Tennenbaum Opportunities Fund VI, LLC
	 	By: Tennenbaum Capital Partners, LLC
	 	Its: Investment Manager
	 	 	 
	 	By: 	/s/ Howard Levkowitz
	 	Name: Howard Levkowitz
	 	Title: Managing Partner


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Tennenbaum Special Situations IX-S, LP
	 	By: Tennenbaum Capital Partners, LLC
	 	Its: Investment Manager
	 	 	 
	 	By: 	/s/ Howard Levkowitz
	 	Name: Howard Levkowitz
	 	Title: Managing Partner


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Marble Ridge Capital L.P.
	 	 	 
	 	By: 	/s/ Dan Kamensky
	 	Name:     Dan Kamensky
	 	Title:     Managing Investor


 




     


     


    

 


	 	INVESTOR
	 	 
	 	Solus Alternative Asset Management LP
	 	 	 
	 	By: 	/s/ C.J. Lanktree
	 	Name:   C.J. Lanktree
	 	Title:    EVP/Portfolio Manager


 






     


     


    

 


	 	INVESTOR
	 	 
	 	FHIT-Franklin High Income Fund
	 	BY: Franklin Advisers, Inc., its investment manager
	 	 
	 	By:	/s/ Glenn Voyles
	 	Name: Glenn Voyles
	 	Title: VP / Director of Portfolio Management


 


Notwithstanding anything to the contrary in this Agreement,
the provisions of this Agreement (including any obligations and restrictions) shall only apply to FHIT – Franklin High Income
Fund (the “Fund”) and shall not apply to any other fund or account managed by Franklin Advisers, Inc. or its affiliates.
The Fund’s agreement to enter into this Agreement is conditioned upon the preceding sentence.







 




     


     


    

 


Exhibit A


 





	Investor	 	Backstop
 Commitment
 Amount	 	 	Purchase Price	 	 	Investor
 Percentages
 (%)	 
	AllianceBernstein L.P.	 	$	82,667,634	 	 	$	57,231,439	 	 	 	19.1	 
	Bain Capital Credit, LP	 	$	156,549,473	 	 	$	108,380,404	 	 	 	36.1	 
	Carl Marks Management Company	 	$	52,179,321	 	 	$	36,124,146	 	 	 	12.0	 
	FHIT-Franklin High Income Fund	 	 	21,667,667	 	 	$	15,000,000	 	 	 	5.0	 
	Marble Ridge Capital LP	 	$	8,199,554	 	 	$	5,676,614	 	 	 	1.9	 
	Solus Alternative Asset Management LP	 	$	20,689,335	 	 	$	14,323,386	 	 	 	4.8	 
	Tennenbaum Capital Partners	 	$	28,138,165	 	 	$	19,480,268	 	 	 	6.5	 
	Wayzata Investment Partners LLC	 	$	63,243,184	 	 	$	43,783,743	 	 	 	14.6	 
	Total	 	$	433,333,333	 	 	$	300,000,000	 	 	 	100.0	%





  




     


     


    

 


Exhibit B


 


Term Sheet


 




     


     


    





  


	 
	CHC
    GROUP LTD., ET AL.
	Joint
    Plan Of Reorganization Term Sheet
	 


 


This
term sheet (THe “term sheet”) PRESENTS THE MATERIAL TERMS OF A proposed JOINT chapter 11 plan of reorganization
for CHC GROUP LTD. and certain of its subsidiaries who are debtors and debtors
in possession (collectively, the “Debtors”) in chapter 11 cases (the “chapter 11 cases”
and, the date on which such Chapter 11 Cases commenced, the “Petition Date”) currently pending in the
united states bankruptcy court for the NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION (the “Bankruptcy Court”).


 


THIS TERM SHEET
DOES NOT CONSTITUTE AN OFFER OR A LEGALLY BINDING OBLIGATION OF THE DEBTORS OR ANY OTHER PARTY, NOR DOES IT CONSTITUTE AN OFFER
OF SECURITIES OR A SOLICITATION OF THE ACCEPTANCE OR REJECTION OF A JOINT CHAPTER 11 PLAN FOR PURPOSES OF SECTIONS 1125 AND 1126
OF THE BANKRUPTCY CODE.


 


ThIS
Term Sheet is a settlement proposal in furtherance of settlement discussions. Accordingly, thIS Term Sheet is protectED BY Rule
408 of the Federal Rules of Evidence and any other applicable statutes or doctrines protecting the use or disclosure of confidential
settlement discussions.


 




    	 	 	 



     


    

 


	RESTRUCTURING SUMMARY
	 
	Overview	This Term Sheet describes the
        material terms of a joint chapter 11 plan of reorganization (the “Plan of Reorganization”) that will
        be sponsored by the entities identified on Exhibit A attached hereto (collectively, the “Plan
        Sponsors”) and will be implemented in accordance with a plan support agreement (the “Plan Support Agreement”),1
        which shall be entered into by the Debtors, the Plan Sponsors, the Official Committee of Unsecured Creditors
        (the “UCC”), the individual creditors that execute the Plan Support Agreement and are identified on
        Exhibit B attached hereto (the “Individual Creditor Parties”) and Milestone Aviation
        Group Limited and certain of their affiliates (collectively, “Milestone” and, together with the Plan
        Sponsors, the Debtors, the UCC and the Individual Creditor Parties, the “Settlement Parties”).

         

        Unless as otherwise specified
        herein, all documents (the “Restructuring Documents”), including, without limitation, the PSA Approval
        Order (as defined below), the Plan of Reorganization, and all exhibits and schedules thereto, the Disclosure Statement,
        pleadings, proposed orders and other filings with the Bankruptcy Court for the Northern District of Texas, Dallas Division
        (the “Bankruptcy Court”), implementing the restructuring contemplated by this Term Sheet shall be consistent
        with this Term Sheet and otherwise reasonably acceptable to the Debtors, the UCC and the Requisite Plan Sponsors; provided,
        however, all Governance Matters (as defined below) shall be determined as set forth herein.

         

        The “PSA Approval Order”
        means an order of the Bankruptcy Court that, among other things, authorizes and approves (i) the Debtors’ entry
        into the Plan Support Agreement and the Backstop Agreement (as defined below), (ii) the UCC’s entry into the Plan
        Support Agreement, (iii) the Debtors’ payment of the Put Option Premium (as defined below) to the Backstop Commitment
        Parties (as defined below), and (iv) the Milestone Term Sheet (as defined below) and the transactions contemplated therein.

         

        The “Effective Date”
        means the date on which the substantial consummation (as that term is defined by section 1101(2) of title 11 of the United
        States Code (the “Bankruptcy Code”) of the Plan of Reorganization occurs.



 


 






1
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan Support
Agreement.


 




    	 	2	 



     


    

 


	GLOBAL SETTLEMENT
	 
	Global Settlement	The terms set forth in this Term
        Sheet represent an integrated global settlement of any and all potential issues among the Settlement Parties, including,
        without limitation: (i) any issues with respect to amount, value and treatment under the Plan of Reorganization of claims,
        including the Secured Notes Claims, claims arising out of the Debtors’ senior unsecured notes due 2021 (the “Unsecured
        Notes Claims”), and other General Unsecured Claims; (ii) validity, extent and priority of the liens securing
        the Secured Notes; (iii) value of unencumbered assets; (iv) any potential adequate protection or diminution in value claim
        held by holders of the Secured Notes; (v) any potential claim to surcharge collateral under Bankruptcy Code section 506(c);
        and (vi) Plan Equity Value (as defined below) and total enterprise value (collectively, the “Settled Claims”).
        Notwithstanding the foregoing, nothing herein or in the Plan Support Agreement shall be considered any Settlement Parties’
        view or admission of any kind whatsoever by any of the Settlement Parties with respect to the Settled Claims or any term
        of the Global Settlement.

         

        As will be more fully detailed
        in the Plan Support Agreement, each of the Settlement Parties will use commercially reasonable efforts to have the Plan
        of Reorganization proposed, confirmed and consummated as soon as possible and the Debtors shall take appropriate steps
        to oppose, challenge and object to any alternative plan of reorganization or other restructuring transaction. Notwithstanding
        the foregoing and as will be set forth in the Plan Support Agreement, neither the UCC (including its members in such members’
        capacity as a member of the UCC) nor the Debtors shall be required to take any action, or to refrain from taking any action,
        to the extent that taking such action or refraining from taking such action would, upon the advice of counsel, cause such
        party to breach its fiduciary obligations under the Bankruptcy Code and applicable law (any such action, or refraining
        to take such action, a “Fiduciary Action”). For the avoidance of doubt, and notwithstanding any provisions
        to the contrary herein or in the Plan Support Agreement, in order to fulfill the Debtors’ and the UCC’s fiduciary
        obligations, the Debtors and/or the UCC may analyze and consider unsolicited proposals or offers for any alternative chapter
        11 plan or restructuring transaction and may ask clarifying questions regarding that offer (but not negotiate, counter
        or seek to alter any of the terms therein) without terminating, or breaching its obligations under, this Term Sheet or
        the Plan Support Agreement; provided however, that if the Debtors take a Fiduciary Action, such Fiduciary
        Action will result in a termination of the Plan Support Agreement and the Backstop Agreement (as defined below), which
        shall in turn result in the Put Option Premium (as defined below) becoming due and payable. 

	 	 
	AGREEMENT WITH MILESTONE
	 
	Agreement with Milestone	Terms of the agreement with Milestone, including,
    without limitation, committed lease and financing terms, shall be set forth in a term sheet to be attached as an exhibit to
    the Plan Support Agreement (the “Milestone Term Sheet”).  All definitive documents implementing
    the terms thereof shall be consistent in all material respects with the Milestone Term Sheet and otherwise in all respects
    reasonably acceptable to the Debtors, Milestone, the Requisite Plan Sponsors, and the UCC.


 




    	 	3	 



     


    

 


	THE RIGHTS OFFERING  
	 
	Rights Offering 

         
	In connection with the Plan of
        Reorganization, the Debtors will solicit participation in a rights offering (the “Rights Offering”)
        to purchase the New Second Lien Convertible Notes (as defined below) for an aggregate principal amount of $300.0 million,
        which, when adjusted for the original issue discount and Equitization Premium (as defined below), purchases $433.3 million
        of New Second Lien Convertible Notes. Pursuant to the Rights Offering, the $300.0 million investment shall be allocated
        $280.0 million to the holders of Senior Secured Notes Claims (as defined below) and $20 million to the holders of Unsecured
        Notes Claims. Each eligible holder of a Senior Secured Notes Claim or an Unsecured Notes Claim that participates in the
        Rights Offering shall receive its pro rata share of its respective group’s allocation of the New Second Lien Convertible
        Notes.2 The New Second Lien Convertible Notes
        shall convert into New Common Shares in accordance with the terms of the New Second Lien Convertible Notes term sheet
        attached hereto as Exhibit D. The Rights Offering shall be fully backstopped as set forth herein.

         

        In consideration for the settlements
        and agreements contained herein, the holders of Senior Secured Notes have agreed to equitize their Senior Secured Notes
        Secured Claims (as defined below) under the Plan of Reorganization, which equitization shall include the issuance of an
        additional $100.0 million of New Second Lien Convertible Notes in the Rights Offering (the “Equitization Premium”).
        The Equitization Premium shall be shared ratably by all participants in the Rights Offering.

         

        “New Common Shares”
        means the membership interests of either (a) CHC Group Ltd. (“CHC”), as reorganized pursuant to the
        Plan of Reorganization or (b) such other newly formed entity, whose corporate form and jurisdiction of incorporation shall
        be determined in accordance with the Governance Matters set forth herein (either (a) or (b), “Reorganized CHC”),
        to be issued on the Effective Date as provided herein.

         

        The subscription documents for
        the Rights Offering will provide that all parties who subscribe to purchase the New Second Lien Convertible Notes must
        vote in favor of, and not object to, the Plan of Reorganization.

         

        Notwithstanding the foregoing
        or anything herein to the contrary, the Backstop Commitment Parties shall participate in the Rights Offering in their
        capacities as beneficial holders of the Senior Secured Notes Claims or Unsecured Notes Claims, as applicable.

         

        The procedures for the Rights
        Offering shall be determined by the Debtors, the UCC, and the Plan Sponsors and, solely to the extent provided in the
        Plan Support Agreement or Backstop Agreement, the Individual Creditor Parties.

	 	 
	New Second Lien Convertible Notes	$464.1 million in face amount of second lien
    convertible notes (the “New Second Lien Convertible Notes”), the terms of which are set forth on the term
    sheet attached hereto as Exhibit D (the “Convertible Notes Term Sheet”).  All definitive
    documents implementing the terms thereof shall be consistent in all material respects with the Convertible Notes Term Sheet
    and otherwise in all respects reasonably acceptable to the Requisite Plan Sponsors, UCC and the Debtors.  The New
    Second Lien Convertible Notes shall not bear or pay non-default interest and shall be convertible into 85.4% of the New Common
    Shares on a fully diluted basis (but subject to dilution for the MIP), on the terms and conditions set forth in the Convertible
    Notes Term Sheet.  


 


 


 






2
Non-Eligible Holders (as defined in the Rights Offering Procedures) of Allowed Unsecured Notes Claims and Allowed
Senior Secured Notes Claims shall have the opportunity to receive their pro rata share of a specified distribution of New Common
Shares. The terms and conditions of such distributions for Non-Eligible Holders will be set forth in further detail in the Rights
Offering Procedures.


 




    	 	4	 



     


    

 


	Backstop Commitment 	“Backstop Commitment”
        means the obligation of the Plan Sponsors and Individual Creditor Parties identified on Exhibit C attached
        hereto (the “Backstop Commitment Parties”) to purchase the New Second Lien Convertible Notes in the
        Rights Offering in the amounts set forth on Exhibit C attached hereto, and subject in all respects to the
        terms of this Term Sheet and the Backstop Agreement.

         

        The Backstop
        Commitment shall be documented pursuant to an agreement on terms and conditions consistent with this Term Sheet and otherwise
        acceptable to the Debtors, the UCC and the Plan Sponsors (the “Backstop Agreement”), each in their
        sole discretion, and, solely to the extent provided in the Plan Support Agreement or Backstop Agreement, acceptable to
        the Individual Creditor Parties, which agreement shall be attached to the Plan Support Agreement and approved by the Bankruptcy
        Court pursuant to the PSA Approval Order.

	 	 
	Put Option Premium	The “Put Option Premium”
        means a nonrefundable aggregate premium payable on the Effective Date of the Plan of Reorganization to the Backstop Commitment
        Parties in additional New Second Lien Convertible Notes in a principal amount of $30.8 million. If the Backstop Agreement
        is terminated (other than due to the occurrence of certain termination events specifically excluded in the Backstop Agreement),
        the Put Option Premium shall be payable to the Backstop Commitment Parties in cash (as opposed to additional New Second
        Lien Convertible Notes) in the amount of $21.33 million, and shall be fully due upon termination of the Backstop Agreement
        and payable in two equal installments of (x) $10.665 million immediately upon the termination of the Backstop Agreement,
        and (y) $10.665 million upon the consummation of any plan, sale or other restructuring transaction; it being understood
        that any Backstop Commitment Party that breaches the Backstop Agreement or the Plan Support Agreement shall not be entitled
        to its pro rata share of the Put Option Premium under any circumstances.

         

        The $30.8 million in New Second
        Lien Convertible Notes issued in respect to the Put Option Premium shall be convertible into 5.67% of the New Common Stock
        on a fully diluted basis (but subject to dilution for the MIP). Of this amount, 5.29% shall be allocated to the Plan Sponsors
        and 0.38% shall be allocated to the Individual Creditor Parties.

         

        The Put Option Premium shall be
        fully earned by the Backstop Commitment Parties upon approval of the Backstop Commitment. While the Put Option Premium
        may be asserted against each Debtor, if the Put Option Premium is paid in cash, the Backstop Commitment Parties shall
        not receive more than $21.4 million in the aggregate on account of such Put Option Premium, and, in each such case, shall
        constitute an administrative expense claim against each of the Debtors which shall be pari passu with all other administrative
        expenses. The Put Option Premium shall be payable on a ratable basis to the Backstop Commitment Parties based on such
        party’s respective share of the Backstop Commitment set forth on Exhibit C attached hereto.



 




    	 	5	 



     


    

 





	Transferability 	
        The Backstop Commitment Parties’
        respective commitments under the Backstop Agreement shall not be transferable; provided, that such commitments shall be
        transferrable from one Backstop Commitment Party to another Backstop Commitment Party or from any Backstop Commitment Party to
        any of its affiliates, as long as such affiliates are or become signatories to the Plan Support Agreement and the Backstop Agreement;
        provided however, that the assigning party shall not be released from its obligations under the Backstop Agreement.

         

        The rights provided to holders of Senior
        Secured Notes Claims and Unsecured Notes Claims in the Rights Offering (the “Rights”) shall not be assignable
        or detachable, and shall not be transferrable other than in connection with the transfer of the corresponding Senior Secured Notes
        Claims or Unsecured Notes Claims, as applicable.  After a Right has been exercised by submitting an election form, the underlying
        Senior Secured Notes Claim or Unsecured Notes Claim will cease to be transferrable, and the holder of such Senior Secured Notes
        Claim or Unsecured Notes Claim shall not transfer any such Senior Secured Notes Claims or Unsecured Notes Claims unless such holder
        transfers with such Claim(s) the right to receive the proceeds of the exercise of the corresponding Rights in the Rights Offering,
        subject to compliance with applicable securities laws relating to the transfer of restricted securities.   

	 	 
	Several Obligations 	The Backstop Commitment Parties’ respective commitments and obligations under the Backstop Agreement shall be several obligations and neither joint nor joint and several obligations and, unless otherwise expressly agreed in writing by a Backstop Commitment Party, no Backstop Commitment Party shall have any liability for any obligation of another Backstop Commitment Party; provided, however, that each Backstop Commitment Party shall be liable for its pro rata share of the Backstop Commitment of any Backstop Commitment Party which breaches its obligations up to an aggregate amount of $20 million (the “Backstop Breach Commitment”).  For the avoidance of doubt, pursuant to the Backstop Breach Commitment, each Backstop Commitment Party shall be liable only for its pro rata share of up to $20 million in the aggregate (not up to $20 million per Backstop Commitment Party) resulting from the breach by one or more Backstop Commitment Party.
	 	 
	Oversubscription Rights	
        None; provided, that, subject to
        the Backstop Breach Commitment, in the event that a Backstop Commitment Party defaults in its Backstop Commitment obligations,
        then the other Backstop Commitment Parties shall have the right, but not the obligation, to purchase such defaulting Backstop Commitment
        Party’s Backstop Commitment obligations.

         

	 	 
	TREATMENT OF CLAIMS AND INTERESTS
	 
	Non-Substantive Consolidation	The Plan shall not provide for the substantive consolidation of any Debtor’s estate with any other Debtor.




 




    	 	6	 



     


    

 


	Administrative Expense Claims3  	Except with respect to Administrative
    Expense Claims that are Professional Fee Claims (as defined below) or Priority Tax Claims (as defined below), and except to
    the extent that a holder of an allowed Administrative Expense Claim (including a claim arising under section 503(b)(9) of
    the Bankruptcy Code that has not been paid pursuant to a motion filed with the Bankruptcy Code) and the Debtors, with the
    consent of the Requisite Plan Sponsors and the UCC, not to be unreasonably withheld, agree to a less favorable treatment,
    each holder of an allowed Administrative Expense Claim shall, in full and final satisfaction of its claim, be paid in full
    in cash; provided, however, that allowed Administrative Expense Claims that arise in the ordinary course of the Debtors’
    business, including Administrative Expense Claims arising from or with respect to the sale of goods or services on or after
    the Petition Date, the Debtors’ executory contracts and unexpired leases, and all Administrative Expense Claims that
    are Intercompany Claims (as defined below), shall be paid in the ordinary course of business in accordance with the terms
    and subject to the conditions of any agreements governing, instruments evidencing, or other documents relating to, such transactions,
    without further action by the holders of such Administrative Expense Claims or further approval by the Bankruptcy Court.
	 	 
	Professional Fee Claims4  	All final requests for payment of Professional
    Fee Claims must be filed no later than sixty (60) days after the Effective Date.  After notice and a hearing
    in accordance with the procedures established by the Bankruptcy Code and prior orders of the Bankruptcy Court, the allowed
    amounts of such Professional Fee Claims shall be determined by the Bankruptcy Court and paid in full in cash.
	 	 
	Priority Tax Claims5
     	Except to the extent that a holder of an allowed
    Priority Tax Claim and the Debtors, with the consent of the Requisite Plan Sponsors and the UCC, not to be unreasonably withheld,
    agree to a less favorable treatment, each holder of an allowed Priority Tax Claim shall receive, at the option of the Debtors,
    with the consent of the Requisite Plan Sponsors and the UCC, not to be unreasonably withheld, in full and final satisfaction
    of such claim either (i) cash in an amount equal to such allowed Priority Tax Claim, (ii) equal annual installment payments
    in cash, of a total value, as of the Effective Date, equal to the allowed amount of such claim, over a period ending not later
    than five (5) years after the Petition Date, or (iii) treatment in a manner not less favorable than the most favored non-priority
    unsecured claim provided for by the Plan.
	 	 
	Revolving Credit Agreement Claims6
    	Holders of allowed Revolving Credit Agreement
    Claims shall receive, in full and final satisfaction of their claims, a new term note in the amount of their claim in accordance
    with section 1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy Court or such other treatment that is reasonably
    acceptable to the Debtors, the UCC, and the Requisite Plan Sponsors.


 


 









		3	“Administrative
                                         Expense Claim” means a claim for the costs and expenses of administration of
                                         the Debtors’ chapter 11 estates pursuant to section 503(b) and 507(a)(2) of the
                                         Bankruptcy Code.
		 	 



		4	“Professional
                                         Fee Claim” means any claim for accrued fees and expenses (including success
                                         fees) for services rendered and expenses incurred by a professional subject to the Court’s
                                         approved interim compensation procedures from the Petition Date through and including
                                         the Effective Date to the extent such fees and expenses have not been paid pursuant to
                                         an order of the Bankruptcy Court. For the avoidance of doubt, the fees and expenses of
                                         indenture trustees does not constitute a Professional Fee Claim.
		 	 



		5	“Priority
                                         Tax Claim” means any claim of a governmental unit of the kind specified in
                                         section 507(a)(8) of the Bankruptcy Code.
		 	 



		6	“Revolving
                                         Credit Agreement Claims” means claims arising out of that certain Credit Agreement,
                                         dated as of January 23, 2014 (as amended, restated, supplemented, or otherwise modified
                                         from time to time) by and among, inter alios, CHC SA and the other borrowers party
                                         thereto, with the lenders and issuing banks party thereto from time to time, HSBC Bank
                                         PLC, as administrative agent and HSBC Corporate Trustee Company (UK) Limited, as collateral
                                         agent.



 




    	 	7	 



     


    

 


	ABL Credit Agreement Claims7	If the Debtors are able to reach
    an agreement with the lenders under the ABL Credit Agreement on a restructuring of the obligations thereunder, any term sheet
    setting forth the terms and conditions of such agreement (the “ABL Term Sheet”) to be submitted to the
    Court shall be in all respects reasonably acceptable to the Debtors, the Plan Sponsors, and the UCC.  All definitive
    documents implementing the terms thereof shall be in all respects reasonably acceptable to the Debtors, the Requisite Plan
    Sponsors, and the UCC. 
	 	 
	Senior Secured Notes Claims8	Subject to the Senior Secured
        Notes agreement to waive distribution on the Senior Secured Notes Deficiency Claim (as defined below), the Senior Secured
        Notes Claims shall be allowed in the aggregate amount of no less than $1.067 billion (the “Senior Secured Notes
        Secured Claims”).

         

        Each holder of an allowed Senior
        Secured Notes Secured Claim shall receive, on account of and in full and final satisfaction thereof, its pro rata share
        of: (i) 79.5% of the New Common Shares, prior to dilution on account of the New Second Lien Convertible Notes and
        the MIP (which shall equate to 11.6% of the New Common Shares, after dilution (as of the Effective Date) on account of
        the New Second Lien Convertible Notes (as if the New Second Lien Convertible Notes converted on the Effective Date), but
        prior to dilution on account of the MIP); and (ii) rights to participate in $280 million of the Rights Offering investment
        for the New Second Lien Convertible Notes, the number of shares of New Common Shares issuable upon conversion of such
        New Second Lien Convertible Notes will initially be equal to 74.4% of the New Common Shares on a fully diluted basis (but
        subject to dilution for the MIP) as of the Effective Date (i.e. $404.4 million face amount of the New Second Lien Convertible
        Notes as of the Effective Date).

         

        Of the distribution to Senior
        Secured Notes Claims, up to 1% of the New Common Shares (after dilution on account of the New Second Lien Convertible
        Notes, but prior to dilution on account of the MIP) shall be made available to holders of Senior Secured Notes Claims
        that are Non-Eligible Offerees who make a timely election on the terms and conditions set forth in the Rights Offering
        Procedures, with any unclaimed portion of such New Common Shares being distributed pro rata to all holders of Senior Secured
        Notes Claims.

         

        The resulting deficiency claims
        of holders of Senior Secured Notes Claims (the “Senior Secured Notes Deficiency Claims”) shall be classified
        and vote as General Unsecured Claims; provided, however, the holders of Senior Secured Notes Claims shall waive any recovery
        on account of the Senior Secured Notes Deficiency Claims.






 


 






		7	“ABL
                                         Credit Agreement Claims” means claims arising out of that certain Credit Agreement,
                                         dated as of June 12, 2015 (as amended, restated, supplemented or otherwise modified from
                                         time to time) with the lenders and issuing banks party thereto from time to time, and
                                         Morgan Stanley Senior Funding, Inc., as administrative agent and BNP Paribas SA, as collateral
                                         agent (the “ABL Credit Agreement”).
		 	 



		8	“Senior
                                         Secured Notes Claims” means claims arising out of that certain Indenture, dated
                                         as of October 4, 2010 (as amended, restated, supplemented, or otherwise modified from
                                         time to time) by and among CHC SA, as issuer, the Bank of New York Mellon, as indenture
                                         trustee, and HSBC Corporate Trustee Company (UK) Limited, as collateral agent.



 




    	 	8	 



     


    

 


	Other Secured Claims9	To the extent that any Other Secured
    Claim exists, except to the extent that a holder of an allowed Other Secured Claim agrees to less favorable treatment with
    the Debtors, with the consent of the Requisite Plan Sponsors and the UCC, not to be unreasonably withheld, each holder of
    an allowed Other Secured Claim shall, in full and final satisfaction of such claim, (i) be reinstated and rendered unimpaired
    in accordance with section 1124(2) of the Bankruptcy Code, notwithstanding any contractual provision or applicable non-bankruptcy
    law that entitles the holder of an allowed Other Secured Claim to demand or to receive payment of such allowed Other Secured
    Claim prior to the stated maturity of such allowed Other Secured Claim from and after the occurrence of a default, (ii) receive
    cash in an amount equal to such allowed Other Secured Claim as determined in accordance with section 506(a) of the Bankruptcy
    Code, on the later of the initial distribution date under the Plan and thirty (30) days after the date such Other Secured
    Claim is allowed (or as soon thereafter as is practicable), or (iii) receive the collateral securing its allowed Other Secured
    Claim on the later of the initial distribution date under the Plan and the date such Other Secured Claim becomes an allowed
    Other Secured Claim, or as soon thereafter as is reasonably practicable, in each case as determined by the Debtors and consented
    to by the Requisite Plan Sponsors and the UCC, not to be unreasonably withheld.
	 	 
	Other Priority Claims10	Except to the extent that a holder of an allowed
    Other Priority Claim and the Debtors agree, with the consent of the Requisite Plan Sponsors and the UCC, not to be unreasonably
    withheld, to less favorable treatment to such holder, each holder of an allowed Other Priority Claim shall receive, in full
    and final satisfaction of such claim, payment in full in cash; provided, however, that any Other Priority Claims
    that arise in the ordinary course of the Debtors’ business and which are not due and payable on or before the Effective Date
    shall be paid in the ordinary course of business in accordance with the terms thereof.
	 	 
	General Unsecured Claims11	Holders
        of allowed General Unsecured Claim (other than on account of the Senior Secured Notes Deficiency Claims) shall receive,
        in the aggregate in full and final satisfaction of their claims, (i) 20.5% of the New Common Shares, prior to dilution
        on account of the New Second Lien Convertible Notes and the MIP (which shall equate to 3.0% of the New Common Shares,
        after dilution on account of the New Second Lien Convertible Notes, but prior to dilution on account of the MIP); (ii)
        rights to participate in $20 million of the Rights Offering investment for the New Second Lien Convertible Notes, the
        number of shares of New Common Shares issuable upon conversion of such New Second Lien Convertible Notes will be equal
        to 5.3% of the New Common Shares on a fully diluted basis (but subject to dilution for the MIP) as of the Effective Date
        (i.e. $28.9 million face amount of the New Second Lien Convertible Notes as of the Effective Date); and (iii) the New
        Unsecured Notes.

         



 


 






		9	“Other
                                         Secured Claim” means any secured claim that is not a Revolving Credit Agreement
                                         Claim, ABL Claim, or Senior Secured Notes Claim.
		 	 



		10	“Other
                                         Priority Claim” means any claim asserting a priority described in section 507(a)
                                         of the Bankruptcy Code that is not: (a) an Administrative Expense Claim; (b) a Professional
                                         Fee Claim; or (c) a Priority Tax Claim.
		 	 



		11	“General
                                         Unsecured Claim” means any unsecured claim against any Debtor including, without
                                         limitation, Unsecured Notes Claims, claims on account of the Debtors’ rejection
                                         of executory contracts or unexpired leases, ABL Deficiency Claim and the Senior Secured
                                         Notes Deficiency Claims. For the avoidance of doubt, Intercompany Claims are not included
                                         in the definition of General Unsecured Claims.



 




    	 	9	 



     


    

 


	 	Of the distributions to holders
        of General Unsecured Claims, holders of Unsecured Notes Claims shall receive (i) 8.9% of the New Common Shares, prior
        to dilution on account of the New Second Lien Convertible Notes and the MIP (which shall equate to 1.3% of the New Common
        Shares, after dilution on account of the New Second Lien Convertible Notes), but prior to dilution on account of the MIP;
        and (ii) all rights to participate in $20 million of the Rights Offering investment for the New Second Lien Convertible
        Notes (collectively, the “Unsecured Notes Distribution”). Of the Unsecured Notes Distribution, up to
        0.1% of the New Common Shares (after dilution on account of the New Second Lien Convertible Notes, but prior to dilution
        on account of the MIP) shall be made available to holders of Unsecured Notes Claims that are Non-Eligible Offerees who
        make a timely election on the terms and conditions set forth in the Rights Offering Procedures, with any unclaimed portion
        of such New Common Shares being distributed pro rata to all holders of Unsecured Notes Claims.

         

        Holders of General Unsecured Claims
        (other than Unsecured Notes Claims) shall receive (i) 11.6% of the New Common Shares, prior to dilution on account of
        the New Second Lien Convertible Notes and the MIP (which shall equate to 1.7% of the New Common Shares, after dilution
        on account of the New Second Lien Convertible Notes, but prior to dilution on account of the MIP), and (ii) the New Unsecured
        Notes. Allocation of these distributions to holders of other General Unsecured Claims shall be set forth in the Plan and
        determined by the Debtors and the UCC based on, among other things, the unencumbered assets available for distribution
        at each Debtor entity and intercompany claims asserted among Debtor entities.

         

        With the consent of the Debtors,
        the UCC and the Requisite Plan Sponsors (which consent shall not be unreasonably withheld), a convenience class may be
        established and provide for distributions up to an aggregate amount of $750,000 in cash (the “Convenience Class
        Consideration”); provided, however, the principal amount of the New Unsecured Notes shall be reduced
        dollar for dollar by the amount of the Convenience Class Consideration.

         

        “New Unsecured Notes”
means new unsecured notes that shall be issued by the same issuer and guarantors as the New Second Lien Convertible Notes in the
aggregate principal amount of $37.5 million, with an interest rate of 5.0%, payable in kind, maturity of seven years after the
Effective Date, no amortization, payable in full (with accruals) upon maturity; provided, however, that upon the full conversion
of the New Second Lien Convertible Notes, interest on the New Unsecured Notes shall be payable in cash. The New Unsecured Notes
shall rank pari passu with the New Second Lien Convertible Notes and be deemed senior indebtedness of the Reorganized CHC but
shall not have the benefit of any security or be convertible into New Common Shares. The salient terms of the New Unsecured Notes
shall be the same as the New Second Lien Convertible Notes, except as specified above, as set forth on Exhibit F
attached hereto.

	 	 
	Intercompany Claims12	All allowed Intercompany Claims shall be adjusted,
    continued or discharged in a manner reasonably acceptable to the Debtors, the Requisite Plan Sponsors and the UCC.
	 	 
	Intercompany Interests13	All Intercompany Interests shall be reinstated
    for administrative convenience.


  


 






		12	“Intercompany
                                         Claim” means any prepetition or post-petition claim held by a Debtor against
                                         any Debtor.
		 	 



		13	“Intercompany
                                         Interest” means any equity interest in a Debtor that is held by another Debtor.



  




    	 	10	 



     


    

 





	Existing Interests14	All Existing Interests shall be cancelled without any distribution on account of such Existing Interests.
	 	 
	GENERAL PLAN PROVISIONS 
	 
	Plan Equity Value	The Disclosure Statement shall set forth the agreed equity value of the New Common Shares for purposes of the Plan of Reorganization, which equity value shall be $543.5 million (the “Plan Equity Value”), which assumes conversion of the New Second Lien Convertible Notes in full.
	 	 
	Tax Matters	The Plan of Reorganization shall be structured so as to preserve, to the greatest extent practicable, the Debtors’ net operating losses and any other valuable tax attributes.  Reorganized CHC shall be taxable as a corporation.
	 	 
	Executory Contracts and Unexpired Leases	Except as provided in the Milestone Term Sheet or to the extent that the Debtors have already reached an agreement with counterparties to executory contracts and unexpired leases, and such agreement has been approved by the Bankruptcy Court, the treatment of executory contracts and unexpired leases under the Plan shall be determined in a manner reasonably acceptable in all respects to the Debtors, the Requisite Plan Sponsors and the UCC.
	 	 
	Board of Reorganized CHC 	The initial board of Reorganized CHC shall have five (5) members, which shall consist of the Chief Executive Officer (Karl Fessenden) and four (4) other members selected by the Requisite Plan Sponsors in their sole discretion but after consultation with the Chief Executive Officer, provided that one of the four shall be an independent director.  The Plan Sponsors shall consult with the UCC and the Individual Creditor Parties, regarding the selection of the independent director.
	 	 
	Other Governance Matters/Reporting Obligations	All corporate organization and governance matters with respect to Reorganized CHC, including corporate form, governance documents and selection of members of the board of directors (collectively, the “Governance Matters”) shall be consistent with this Term Sheet and as otherwise determined by the Requisite Plan Sponsors in their sole discretion, in consultation with the Debtors and the UCC, provided, however, that, to the extent any governance documents expressly adversely and disproportionately impact, or discriminate against, minority holders of New Common Shares, such provisions will be subject to the consent of the UCC, not to be unreasonably withheld, and consultation with the Individual Creditor Parties.  The Plan Sponsor and the UCC agree that limiting certain rights to holders of New Common Shares, individually or in the aggregate, of a minimum number or percentage of outstanding New Common Shares (such as votes to approve matters or minimum holdings participation in preemptive rights (provided that with respect to preemptive rights such minimum holdings shall not exceed 1%) or registration rights) or holders who meet certain qualifications (such as institutional accredited investor status or U.S. residents) shall not be deemed to create any adverse and disproportionate impact), and provided, further, however, that Reorganized CHC shall be taxable as a corporation. 




 


 









		14	“Existing
                                         Interests” means: (a) all equity interests in the Debtors that are not held
                                         by other Debtors; and (b) all claims against the Debtors subject to subordination pursuant
                                         to section 510(b) of the Bankruptcy Code arising from or related to any of the foregoing.


 




    	 	11	 



     


    

 


	 	Regardless of where Reorganized
        CHC is organized or the entity form of Reorganized CHC, (i) the duties owed to minority holders of New Common Shares by
        officers and directors of Reorganized CHC will be substantially the same as the duties owed to minority shareholders by
        officers and directors of a Delaware corporation (excluding corporate opportunity as to outside directors only), and (ii)
        the law of the place of organization of Reorganized CHC will be supplemented to the extent such law provides a lower standard
        of such duty than under the law applicable to a Delaware corporation.

         

        All common holders will have the
        right to participate in any Reorganized CHC exchange offer made available to any other holder of equity securities. For
        the avoidance of doubt, the repurchase of equity securities for cash shall not be considered an “exchange.”
        The shares of New Common Shares held by small holders will not be subject to any transfer restrictions, including rights
        of first refusal or rights of first offer, except to comply with the U.S. and foreign securities laws (including prohibiting
        transfers resulting in Reorganized CHC becoming a reporting company). Customary tag-along and drag-along rights will apply
        (but for the avoidance of doubt, sales by small holders will not be subject to tag-along rights of other holders). Minority
        shareholders will not be required to execute a shareholders agreement provided that minority shareholders may be bound
        by an operating agreement (or similar document) and terms of the CHC Plan (if any) concerning corporate governance without
        such execution.

         

        To the extent that Reorganized
        CHC is not a public reporting company, Reorganized CHC will provide unaudited quarterly financial statements for the first
        three quarters of a fiscal year and annual financial statements, which financial information may be made available to
        holders through a restricted electronic data room, and quarterly earnings calls with management. Such financial information
        may be made available to bona fide prospective purchasers who sign a customary non-disclosure agreement. The financial
        reporting obligations of Reorganized CHC described in the Restructuring Documents shall not be amended or modified to
        provide for less financial reporting to shareholders.

	 	 
	Retained Causes of Action	The Plan of Reorganization shall contain customary provisions
    regarding retention of all causes of action, including, subject to the ABL Term Sheet, any claims against Airbus related to
    the EC225 accident, by Reorganized CHC; provided, however, that potential chapter 5 claims against non-insider trade vendors
    and employees of Reorganized CHC as of the Effective Date shall be waived under the Plan of Reorganization.  
	 	 
	Releases and Exculpation	The Plan of Reorganization shall include, to the extent permitted
    by law, customary release and exculpation provisions in favor of (i) the Debtors and their present and former directors and
    officers, (ii) the Plan Sponsors, (iii) the ad hoc group of holders of the Senior Secured Notes and its members, (iv) the
    Bank of New York Mellon, in its capacity as indenture trustee for the senior secured notes, (v) HSBC Corporate Trustee Company
    (UK) Limited, in its capacity as collateral agent for the Senior Secured Notes, (vi) Milestone and (vii) the UCC and its current
    and former members; (viii) Law Debenture Trust Company, as indenture trustee for the senior unsecured notes due 2021; (ix)
    the Individual Creditor Parties and (x) the foregoing’s professionals and agents, each of (i) through (x) solely in
    their capacity as such.  


 




    	 	12	 



     


    

 


	Restructuring Expenses (to the Extent Not Paid Pursuant to the Cash
    Collateral Order)	As will be more fully set forth
        in the Backstop Agreement and/or Plan Support Agreement, all reasonable and documented fees and expenses of the Plan Sponsors,
        the Individual Creditor Parties (up to a maximum aggregate amount of $150,000) including all reasonable and documented
        fees and expenses incurred by the counsel, financial advisors, consultants and other professionals of such parties, shall
        be paid on a current basis after receipt of an invoice, each in accordance with the agreements between the Debtors and
        the applicable firm. All Restructuring Expenses billed prior to the Effective Date shall be paid on the Effective Date.
        For the avoidance of doubt, such counsel, financial advisors, consultants and other professionals to be paid pursuant
        to this section include Akin Gump Strauss Hauer & Feld LLP, Houlihan Lokey Capital, Inc., such other advisors retained
        by the Plan Sponsors and counsel to the Bank of New York Mellon. The fees, costs and expenses of Milestone and certain
        other entities specified in the Milestone Term Sheet shall be paid pursuant to the terms set forth in the Milestone Term
        Sheet.

         

        The Plan shall provide for the
        payment of the reasonable and documented fees and expenses (including counsel fees) of the indenture trustee for the senior
        unsecured notes due 2021.

	 	 
	OTHER PROVISIONS
	 
	Transaction Milestones 	The Plan Support Agreement shall include dates by which certain
    events must occur, including, among other things, entry of the PSA Order, entry of an order approving the disclosure statement,
    entry of an order confirming the Plan of Reorganization and the occurrence of the Effective Date, which milestones shall be
    acceptable in all respects to the Plan Sponsors, the UCC and the Debtors, each in their sole discretion.  
	 	 
	Business Plan	If there are any modifications or amendments to the business
    plan provided by the Debtors to the Plan Sponsors and the UCC as of the date of the Plan Support Agreement, including any
    change in the period covered by such business plan or any replacement or new business plan, such modifications or amendments
    (or new business plan) shall be acceptable to the Requisite Plan Sponsors and the UCC, each in their sole discretion.  
	 	 
	New ABL Facility	To the extent that the Debtors and the Plan Sponsors, in consultation
    with the UCC, seek to obtain a new asset based lending facility or any other type of financing to assist in the purchase of
    aircraft or provide working capital pursuant to an agreement to be entered into and effective on the Effective Date, such
    financing facility shall be in all respects reasonably acceptable to the Debtors, the Requisite Plan Sponsors, and the UCC.
    
	 	 
	MIP	On the Effective Date, Reorganized CHC will adopt a management
    incentive plan (the “MIP”) including a reservation of ten percent (10%) of the New Common Shares on a fully
    diluted basis (inclusive of the MIP shares) for distribution thereunder.  The material terms of the MIP shall be
    included in a document to be filed as part of the Plan Supplement. 


 




    	 	13	 



     


    

 


	Cash Collateral Order	The Debtors, the Plan Sponsors and the UCC shall
    work in good faith to negotiate a consensual  final order relating to the use of cash collateral (the “Final
    Cash Collateral Order”) that is reasonably acceptable in all respects to the Debtors, the Requisite Plan Sponsors
    and the UCC, for entry by October 18, 2016; provided, however, if a consensual Final Cash Collateral Order is not entered
    by October 18, 2016, the Debtors, the Plan Sponsors and the UCC will agree to a further interim order through the next omnibus
    hearing date of November 3, 2016 and a Final Cash Collateral Order reasonably acceptable in all respects to the Debtors, the
    Requisite Plan Sponsors and the UCC, shall be entered no later than November 3, 2016.  The termination of the Plan
    Support Agreement shall be an event of default under the Final Cash Collateral Order and the Debtors’ right to use Cash
    Collateral (as defined in the Final Cash Collateral Order) shall terminate fourteen (14) days following the occurrence of
    such event of default.
	 	 
	Post-Effective Date Committee	So long as the UCC does not terminate its obligations under
    the Plan Support Agreement, a post-Effective Date committee comprised of three members of the UCC will be formed on the Effective
    Date and funded by Reorganized CHC (subject to the Committee Fee Cap (as defined below)), and will have (i) consultation rights
    for the settlement of any General Unsecured Claims filed or asserted in the amount of $5 million or more, (ii) reasonable
    consent rights with respect to any settlement of a General Unsecured Claim that is settled for an Allowed General Unsecured
    Claim in excess of $5 million.  In the event the post-effective date committee does not consent to any such claim
    settlement, Reorganized CHC shall have the right to seek approval of such claim settlement by the Bankruptcy Court pursuant
    to Bankruptcy Rule 9019.  The Plan of Reorganization will provide that the Bankruptcy Court will retain jurisdiction
    to resolve any disputes related to post-Effective Date claims resolution.  The fees and expenses of the post-Effective
    Date committee shall not exceed $500,000 in the aggregate (the “Committee Fee Cap”).
	 	 
	Approval in Potential Canadian and/or Other Foreign Proceedings	To the extent that approvals are required that necessitate proceedings
    in foreign jurisdictions other than Canada and the Cayman Islands (to the extent disclosed to the Plan Sponsors and the UCC,
    subject to appropriate confidentiality restrictions, prior to the date of the Plan Support Agreement), the Debtors, the UCC
    and the Requisite Plan Sponsors shall jointly agree on the appropriate proceedings and processes to efficiently achieve such
    approvals.
	 	 
	Other Matters	The Plan Support Agreement shall
        include a termination event to the extent the unrestricted cash liquidity as of the Effective Date is less than an amount
        to be agreed upon by the Debtors, the UCC and the Requisite Plan Sponsors (after accounting for payments to be made on
        the Effective Date).

         

        Except as otherwise provided herein,
        other provisions set forth in the Plan Support Agreement, the Plan of Reorganization and all other documents or agreements
        related to the reorganization, including all exhibits, attachments, supplements, orders and documents related thereto,
        shall be in all respects reasonably acceptable to the Debtors, the UCC and the Requisite Plan Sponsors.



 




    	 	14	 



     


    

 


Exhibit A


 


Plan Sponsors


 


		1.	AllianceBernstein L.P.



 


		2.	Bain Capital Credit, LP



 


		3.	Carl Marks Management Company



 


		4.	Franklin Advisers, Inc.



 


		5.	Tennenbaum Capital Partners



 


		6.	Wayzata Investment Partners LLC



  




    	 	 	 



     


    

 


Exhibit B


 


Individual Creditor Parties 


  


		1.	Marble Ridge Capital LP



 


		2.	Solus Alternative Asset Management LP



 




    	 	 	 



     


    

 


Exhibit C


 


Backstop Commitment Parties


 


	Backstop Commitment Party	 	Commitment	 
	AllianceBernstein L.P.	 	$	57,231,439.00	 
	Bain Capital Credit, LP	 	$	108,380,404.00	 
	Carl Marks Management Company	 	$	36,124,146.00	 
	FHIT – Franklin High Income Fund	 	$	15,000,000.00	 
	Marble Ridge Capital LP	 	$	5,676,614.00	 
	Solus Alternative Asset Management LP	 	$	14,323,386.00	 
	Tennenbaum Capital Partners	 	$	19,480,268.00	 
	Wayzata Investment Partners LLC	 	$	43,783,743.00	 
	Total	 	$	300,000,000.00	 




















 






     


     


    

 


Exhibit D


 


New Second Lien Convertible Notes
Term Sheet


 


This Summary of Terms and Conditions
provides an outline of a proposed new second lien convertible notes financing. This Term Sheet does not include descriptions of
all of the terms, conditions and other provisions that are to be contained in the documentation relating to such transactions.
Any capitalized terms not defined herein shall have the meanings set forth in the Joint Plan of Reorganization Term Sheet.


 


	Issuer	Reorganized CHC.
	 	 
	Guarantors	Same as under any credit facility provided as consideration on account of the claims of the Holders of allowed Revolving Credit Agreement Claims (a “New Credit Facility”) or otherwise reasonably acceptable to the Requisite Plan Sponsors, the Debtors and the UCC.  
	 	 
	Purchase Price	$300.0 million
	 	 
	Facility	$464.1 million (inclusive of the original issue discount, Equitization Premium and the Put Option Premium) in face amount of second lien convertible notes (the “New Second Lien Convertible Notes”).
	 	 
	Equitization Premium	$100.0 million of New Second Lien Convertible Notes
	 	 
	Put Option Premium	$30.8 million of New Second Lien Convertible Notes
	 	 
	Original Issue Discount	10.0%
	 	 
	Initial Holders	
        Each holder that is an “accredited
        investor” within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)
        of (i) an allowed Senior Secured Notes Claim shall have the right to purchase its pro rata share of $404.4 million of the New Second
        Lien Convertible Notes and (ii) an allowed Unsecured Notes Claim shall have the right to purchase their pro rata share of $28.9
        million of the New Second Lien Convertible Notes, in each case, pursuant to the Rights Offering.

         

        New Second Lien Convertible Notes
        will be held in street name through DTC to the extent the initial holders thereof are “qualified institutional buyers”
        (as defined in Rule 144A under the Securities Act) or institutional “accredited investors” (within the meaning of subparagraphs
        (a)(1), (2), (3) or (7) of Rule 501 of Regulation D under the Securities Act), to the extent practicable.

	 	 
	Security	Same as the collateral under the New Credit Facility or otherwise reasonably acceptable to Requisite Plan Sponsors, the Debtors and the UCC but, in each case, junior to the liens securing the New Credit Facility.
	 	 
	Interest	Will not bear or pay interest other than in connection with an event of default.
	 	 
	Default Rate	Upon and during the continuance of any event of default, interest shall accrue at a rate of 2.0% per annum, payable in cash.


 




     


     


    

 


	Maturity	The date that is 3.5 years after the Effective Date (the “Maturity Date”).
	 	 
	Dividends	Participation in ordinary share dividends (other than dividends paid in New Common Shares) on an as-converted basis.
	 	 
	Voting Rights	Entitled to vote on all matters upon which the holders of ordinary shares may vote, on an as-converted basis.  
	 	 
	Backstop Commitments	The Backstop Commitment Parties shall backstop the New Second Lien Convertible Notes issuance and receive the Put Option Premium in consideration for such backstop commitment as set forth in the Joint Plan of Reorganization Term Sheet. 
	 	 
	Mandatory Conversion 	
        The New Second Lien Convertible Notes will
        be mandatorily converted to New Common Shares upon the occurrence of any of the events set forth below (the date of such conversion,
        the “Conversion Date”). The number of New Common Shares issuable upon conversion of the $464.1 million outstanding
        principal amount of New Second Lien Convertible Notes will be equal to 85.4% of the New Common Shares outstanding as of the Effective
        Date on a fully diluted basis (but subject to dilution for the MIP), subject to adjustments related to anti-dilution protections.
        The conversion price shall be $464.1 million (even if less than that aggregate face amount of New Second Lien Convertible Notes
        is issued on the Effective Date) divided by the aggregate number of New Common Shares issuable in respect of $464.1 million face
        amount of New Second Lien Convertible Notes on the Effective Date, subject to anti-dilution protections or other adjustments as
        described below (the “Conversion Price”). It being understood that if the aggregate face amount of New Second
        Lien Convertible Notes issued on the Effective Date is less than $464.1 million, (i) the Conversion Price will not be adjusted
        and (ii) the percentage of New Common Shares outstanding as of the Effective Date on a fully diluted basis (but subject to dilution
        for the MIP) issuable upon conversion of the outstanding principal amount of New Second Lien Convertible Notes shall be adjusted
        as appropriate.

         

        New Second Lien Convertible Notes will
        mandatorily convert upon:

         

        ·      Any
        bona fide arm’s length issuance by Reorganized CHC of the New Common Shares to entities or persons that are not shareholders
        of Reorganized CHC (or affiliates of shareholders of Reorganized CHC) holding more than 10% of the New Common Shares immediately
        prior to such issuance for cash proceeds (net of underwriting commissions, placement fees, other similar expenses and other related
        fees and expenses), of $75.0 million or more in a single transaction at a pre-money equity value (post-conversion of the New Second
        Lien Convertible Notes) that is equal to or greater than 130.0% of the then-applicable Conversion Price.

         

        ·      If
        the New Common Shares are traded on a national securities exchange, the first trading day on which the trailing 30-day VWAP of
        the New Common Shares is 130% of the then-applicable Conversion Price.

        



 




    	 	2	 



     


    

 


	 	
        ·      30
        days’ written notice to Reorganized CHC from holders of a majority of the aggregate principal amount of the New Second Lien
        Convertible Notes then outstanding.

         

        ·      Upon
        the occurrence of the Maturity Date. 

	 	 
	Voluntary Conversion	Each holder of the New Second Lien Convertible Notes may elect at any time to convert their New Second Lien Convertible Notes into New Common Shares at the then-applicable Conversion Price.
	 	 
	Conversion Adjustments	The New Second Lien Convertible Notes shall contain customary anti-dilution protections or other adjustments including, without limitation, in connection with a subdivision or combination of outstanding New Common Shares, reclassification, recapitalization, stock split, stock dividends or similar events, issuance of rights or warrants, spin-off transactions, tender offers, share buybacks, and distributions or dividends in cash, in kind or securities, including dividends paid in New Common Shares (unless the holders of the New Second Lien Convertible Notes are fully participating in such dividends or distributions).
	 	 
	Prepayments	None permitted.
	 	 
	Affirmative and Negative Covenants	Covenants customarily found in convertible notes for similar financings for public companies, taking into account the secured nature of the notes, reasonably acceptable to the Requisite Plan Sponsors, the Debtors and the UCC.
	 	 
	Financial Covenants	None.
	 	 
	Events of Default	
        Events of default customarily found in
        convertible notes for similar financings for public companies, taking into account the secured nature of the notes, with the thresholds
        reasonably acceptable to the Requisite Plan Sponsors, Debtors and the UCC; provided that, an event of default under the New Credit
        Facility will not cause an event of default under the New Second Lien Convertible Notes unless lenders under the New Credit Facility
        accelerate the New Credit Facility as a result of such event of default.

         

        Upon the acceleration of New Second Lien
        Convertible Notes, the principal amount of New Second Lien Convertible Notes, plus accrued but unpaid interest at the default rate
        shall be immediately payable in cash to the holders thereof.

	 	 
	Registration Rights	Certain holders of New Common Shares and New Second Lien Convertible Notes will have post-IPO demand, piggyback and shelf registration rights with respect to their Reorganized CHC securities.
	 	 
	Liquidation 	
        In the event of any liquidation, dissolution
        or winding up of Reorganized CHC, the holders of the New Second Lien Convertible Notes shall be entitled to receive the greater
        in value of (i) the face amount of the New Second Lien Convertible Notes in cash and (ii) the consideration such holders would
        receive in such transaction on an as-converted basis.

         

        A merger, consolidation, other corporate
        reorganization or similar transaction in which the holders of the voting power (including both New Common Shares and New Second
        Lien Convertible Notes) of Reorganized CHC prior to such transaction possess less than a majority of the voting power of the surviving
        entity by reason of their holdings of the New Common Shares and New Second Lien Convertible Notes immediately prior to such transaction,
        or any transaction in which all or substantially all of the assets of Reorganized CHC are sold to an entity that the holders of
        the voting power (including both New Common Shares and New Second Lien Convertible Notes) of Reorganized CHC own less than a majority
        of the voting power of the purchaser entity, shall be deemed to be a liquidation.



 






    	 	3	 



     


    

 


Exhibit E


 


New Unsecured Note Term Sheet


 


This Summary of Terms and Conditions
provides an outline of the proposed new unsecured notes (the “New Unsecured Notes”) to be issued under the Joint
Plan of Reorganization. This Term Sheet does not include descriptions of all of the terms, conditions and other provisions that
are to be contained in the documentation relating to such transactions. Any capitalized terms not defined herein shall have the
meanings set forth in the Joint Plan of Reorganization Term Sheet.


 


	Issuer	Reorganized CHC.
	Guarantors	Same as under the New Convertible Second Lien Notes and any credit facility provided as consideration on account of the claims of the Holders of allowed Revolving Credit Agreement Claims (a “New Credit Facility”) or otherwise reasonably acceptable to the Requisite Plan Sponsors, the Debtors and the UCC.  
	Principal Amount	$37.5 million, subject to an agreed upon reduction in the amount of the Convenience Class Consideration (if any). 
	Initial Holders   	On or after the Effective Date, in accordance with and subject to the terms of the Plan, holders of allowed General Unsecured Claims (other than holders of Senior Secured Notes Deficiency Claims and Unsecured Notes Claims) shall each receive their pro rata share of the New Unsecured Notes.  
	Ranking	The New Unsecured Notes shall rank pari passu with the New Second Lien Convertible Notes and be deemed senior indebtedness of the Reorganized CHC but shall not have the benefit of any security or be convertible into New Common Stock.
	Amortization	No amortization shall be required with respect to the New Unsecured Notes.  The New Unsecured Notes will be payable on the Maturity Date (defined below) or upon an earlier mandatory prepayment or acceleration after an Event of Default. 
	Interest	
        5% per annum, payable quarterly

         

        Interest will be payable in kind until
        the earlier of the maturity (or accelerated maturity) of the New Second Lien Convertible Notes or conversion of the New Second
        Lien Convertible Notes, after which the interest on the New Unsecured Notes shall be payable in cash. In the event that the change
        from interest paid in kind to interest paid in cash occurs in the middle of an interest period, the accrued interest will be prorated
        and will be payable in kind for such period pre-conversion and in cash for such period post-conversion.

	Default Rate	Upon and during the continuance of any event of default, interest shall accrue at a rate of 7.0% per annum, payable in cash regardless of whether the New Second Lien Convertible Notes have converted.
	Maturity	The date that is 7 years after the Effective Date (the “Maturity Date”).
	Prepayments	Upon a change in control or initial public offering of the Reorganized CHC, the Issuer must offer to purchase all of the outstanding New Unsecured Notes at 101% of the outstanding principal amount thereof plus all accrued and unpaid interest.  Except as otherwise stated in the prior sentence, the New Unsecured Notes may be prepaid or redeemed in whole or in part at any time, without premium or penalty.  


 






     


     


    

 


	Affirmative and Negative Covenants	Same as New Second Lien Convertible Notes.
	Financial Covenants	None.
	Events of Default	
        Same as the New Second Lien Convertible
        Notes.

         

        Upon the acceleration of New Unsecured
        Notes, the principal amount of New Unsecured Notes, plus change of control premium (if applicable), plus accrued but unpaid interest
        at the default rate shall be immediately payable in cash to the holders thereof.

	Registration / Transferability	The issuance of the New Unsecured Notes shall be exempt from the registration requirements of the securities laws as a result of Section 1145 of the Bankruptcy Code. The New Unsecured Notes will be held in street name through DTC and will be freely transferable.
	Information Rights	Same as available to equity holders under the charter documents of the Reorganized CHC, or, if greater to the New Second Lien Convertible Notes (other than collateral-level reporting).    
	Governing Law and Jurisdiction	New York


 




    	 	2	 



     


    

 


Exhibit C


 


Rights Offering Procedures4


 


 






4 NTD: pending.


 




     


     


    



  


RIGHTS OFFERING PROCEDURES


 


		I.	Introduction



 


The Debtors are pursuing
a proposed financial restructuring of their existing debt and other obligations to be effectuated pursuant to the Plan of Reorganization
(the “Plan”) in connection with the Chapter 11 Cases, in accordance with the terms and conditions set
forth in the Plan Support Agreement, by and among the Debtors, the Official Committee of Unsecured Creditors) and certain
other creditors of the Debtors. On May 5, 2016, the Debtors filed for chapter 11 protection in the United States Bankruptcy Court
for the Northern District of Texas (the “Bankruptcy Court”). Their Chapter 11 Cases are being jointly
administered under the caption In re CHC Group Ltd., et al., Ch. 11 Case No. [16-31854] (BJH). Capitalized terms used but
not otherwise defined herein shall have the meanings set forth for such terms in the Joint Plan of Reorganization Term Sheet.


 


In connection with the
Plan, after having obtained approval of these procedures (the “Rights Offering Procedures”) by an order
of the Bankruptcy Court (such approval, the “Rights Offering Order”), the Debtors will launch the Rights
Offering to Eligible Offerees (as defined below), pursuant to which the Eligible Offerees shall be offered a right (each, a “Right”)
to purchase up to such Eligible Offeree’s pro rata portion of $433.3 million aggregate principal amount of the New Second
Lien Convertible Notes, on the terms and conditions set forth in the Plan, at an aggregate purchase price equal to $300.0 million.


 


An “Eligible
Offeree” is a holder or transferee of an allowed Senior Secured Notes Claim (an “Allowed Senior Secured
Notes Claim”) or an allowed Unsecured Notes Claim (an “Allowed Unsecured Notes Claim”),
in each case who is an “accredited investor” within the meaning of Rule 501(a) (“Accredited Investor”)
of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), as of the Rights
Offering Record Date (as defined below). A “Non-Eligible Offeree” is a holder of an Allowed Senior Secured
Notes Claim or an Allowed Unsecured Notes Claim that is not an Accredited Investor.


 


Only Eligible Offerees
may participate in the Rights Offering. In lieu of Rights, Non-Eligible Offerees will be given the opportunity to receive a substitute
distribution (a “Substitute Distribution”) consisting of new equity in Reorganized CHC (“New Common
Shares”).


 


These Rights Offering
Procedures, upon entry of the Rights Offering Order, will govern the ability of Eligible Offerees to participate in the Rights
Offering or the Non-Eligible Offerees to receive the Substitute Distribution.


 


All questions relating
to these Rights Offering Procedures, other documents associated with the Rights Offering, or the requirements to participate in
the Rights Offering should be directed to Kurtzman Carson Consultants LLC, the subscription agent (the “Subscription
Agent”) to be retained by the Debtors at:


 


Kurtzman Carson Consultants
LLC


1290 Avenue of the
Americas, 9th Floor


New York, NY 10104


Attention: CHC Group
Ltd


Tel: (877) 833-4150


 




     


     


    

 


A
Disclosure statement is being distributed in connection with the debtors’ solicitation of votes to accept or reject the
Plan (THE “Disclosure statement”) and that document sets forth important information that should be carefully read
and considered by each Eligible OFFEREE prior
to making a decision to participate in the Rights Offering. additional copies of the disclosure statement are available upon request
from the subscription agent and at the debtors’ restructuring website: http://www.kccllc.net/chc. 


 


	These Rights Offering Procedures, the Offering Form and the accompanying Instructions should be read carefully before exercise of the Rights, as strict compliance with their terms is required.  Holders of Rights may wish to seek legal advice concerning the Rights Offering.


 


		II.	Rights Offering



 


To exercise its Right
in the Rights Offering, an Eligible Offeree must directly or through its Subscription Nominee (as defined below) (i) complete the
offering form, which will accompany the ballot form distributed in connection with the solicitation of acceptances of the Plan
following entry of the Rights Offering Order, entitling such Eligible Offeree to exercise its Rights, in whole or in part (the
“Offering Form”), and (ii) pay the purchase price (other than the Backstop Commitment Parties) which
(x) in the case of holders of an Allowed Senior Secured Notes Claim, is an amount equal to its pro rata share of $280.0 million
(which will purchase its pro rata share of $404.4 million in face amount of the New Second Lien Convertible Notes as of the Effective
Date) and (y) in the case of holders of an Allowed Unsecured Notes Claim, is an amount equal to its pro rata share of $20.0 million
(which will purchase its pro rata share of $28.9 million in face amount of the New Second Lien Convertible Notes as of the Effective
Date) (in each case, as applicable, the “Purchase Price”), such pro rata share to be calculated as the
proportion that an Eligible Offeree’s Allowed Senior Secured Notes Claim or Allowed Unsecured Notes Claim, as applicable,
bears to the aggregate amount1 of
all Allowed Senior Secured Notes Claims and Allowed Unsecured Notes Claims, respectively, as of [●], 2016 (the “Rights
Offering Record Date”), rounded down to the nearest dollar. In addition, in order to exercise its Rights, an Eligible
Offeree must affirmatively vote in favor of the Plan.


 


Each Eligible Offeree
may exercise all, some, or none of such pro rata share, and the Purchase Price for such Eligible Offeree will be adjusted accordingly.
The principal amount of New Second Lien Convertible Notes issued to an Eligible Offeree who elects to purchase such New Second
Lien Convertible Notes shall also be rounded down to the nearest dollar.


 





 






1
For the avoidance of doubt, this amount includes the outstanding principal amount of such claims and any accrued and unpaid interest
thereon to, but excluding, May 5, 2016, the petition date, but not including any post-petition interest.


 




    	 	2	 



     


    

 


For the avoidance of
doubt, the Rights shall not be transferable, assignable or detachable other than in connection with the transfer of the corresponding
Senior Secured Notes Claims or Unsecured Claims Notes, as applicable, and other than in accordance with these Rights Offering Procedures.
See Section V.D. below for more information related to transfers and the related procedures.


 


		III.	The Backstop



 


The Rights Offering will be backstopped
by the Backstop Commitment Parties. Each of the Backstop Commitment Parties, severally2
and not jointly, has agreed, pursuant to the Backstop Agreement, to purchase all New Second Lien Convertible Notes that are not
purchased by other Eligible Offerees pursuant to the Rights Offering (the “Unsubscribed Notes”), on a
pro rata basis, in accordance with the percentages set forth in Exhibit A to the Backstop Agreement.3
To compensate the Backstop Commitment Parties for the risk of their undertakings in the Backstop Agreement and as consideration
for their backstop commitments, the Debtors will pay to such Backstop Commitment Parties the Put Option Premium (as defined in
the Backstop Agreement) pursuant to the terms and conditions in the Backstop Agreement.


 


There will be no over-subscription privilege
in the Rights Offering. The Unsubscribed Notes will not be offered to other Eligible Offerees but will instead be purchased by
the Backstop Commitment Parties in accordance with the Backstop Agreement.


 


Notwithstanding anything herein to the
contrary, the rights and obligations of the Backstop Commitment Parties in the Rights Offering shall be governed by the Backstop
Agreement.


 


		IV.	Commencement/Expiration of the Rights Offering



 


The Rights Offering shall commence on the
day upon which the Offering Forms are distributed in connection with the solicitation of acceptances of the Plan (the “Rights
Commencement Date”), which is expected to be no later than the fourth Business Day (as defined in the Backstop Agreement)
after entry of the Rights Offering Order. The Rights Offering shall expire at 5:00 p.m. (New York City time) on the voting deadline
under the Plan, or such other date as the Debtors may agree, subject to the approval of the Bankruptcy Court (if applicable), and
the reasonable consent of the UCC and the Backstop Commitment Parties holding at least a majority of the Backstop Commitments held
by non-defaulting Backstop Commitment Parties (the “Requisite Investors”), and the Debtors shall specify
in a notice provided to the Backstop Commitment Parties before 9:00 a.m. (New York City time) on the Business Day before the then-effective
Rights Expiration Time (such time and date, as may be extended, the “Rights Expiration Time”). The
Debtors shall promptly notify, or cause to be notified, the holders of Allowed Senior Secured Notes Claims and Allowed Unsecured
Notes Claims of any extension of the new Rights Expiration Time.


 





 






2
For the avoidance of doubt, each Backstop Commitment Party shall be liable for its pro rata share of the Backstop Commitment of
any Backstop Commitment Party which breaches its obligations, up to an aggregate amount of $20.0 million for all Backstop Commitment
Parties as set forth in the Backstop Agreement.


 


3
For the avoidance of doubt, each of the Backstop Commitment Parties, severally and not jointly, has agreed to purchase any New
Second Lien Convertible Notes that are not purchased on account of any Non-Eligible Offerees.


 




    	 	3	 



     


    

 


The Debtors will furnish, or cause to be
furnished, Offering Forms to the applicable brokers, dealers, commercial banks, trust companies, or other agents or nominees of
the holders of Senior Secured Notes and Unsecured Notes (the “Subscription Nominees”). Each Subscription
Nominee will be entitled to receive sufficient copies of the Offering Form for distribution to the beneficial owners of the Company’s
existing 9.250% Senior Secured Notes Due 2020 (the “Senior Secured Notes”) and 9.375% Senior Notes Due
2021 (the “Unsecured Notes” and, together with the Senior Secured Notes, the “Existing Notes”)
for whom such Subscription Nominee holds such Existing Notes.


 


		V.	Exercise of Rights



 


Each Eligible Offeree that elects to participate
in the Rights Offering must affirmatively make a binding, irrevocable election to exercise its Rights (the “Binding
Rights Election”) before the Rights Expiration Time.


 


	The Binding Rights Election, upon receipt by the Subscription Agent, 

cannot be withdrawn.


 


Each Eligible Offeree is entitled to participate
in the Rights Offering solely to the extent provided in these Rights Offering Procedures, except in the case of Eligible Offerees
who are Backstop Commitment Parties, who have agreed to participate in the Rights Offering to the extent also provided in the Backstop
Agreement.


 


Each participating Eligible Offeree who
submits a Binding Rights Election shall be notified of its receipt and acceptance.


 


		A.	Exercise by Eligible Offerees



 


To exercise the Rights, each Eligible Offeree
must:


 


		(i)	return a duly completed Offering Form to the Subscription Agent so that the duly completed Offering
Form is actually received by the Subscription Agent on or before the Rights Expiration Time;



 


		(ii)	pay to the Rights Offering Escrow Account (as defined below), by wire transfer of immediately available
funds, the Purchase Price, so that payment of the Purchase Price is actually deposited into the Rights Offering Escrow Account
on or before the Rights Expiration Time; provided, that the Backstop Commitment Parties (in their capacities as Eligible
Offerees) shall be required to pay their respective Purchase Prices in accordance with the terms of the Backstop Agreement; and



 


		(iii)	vote, on behalf of its Senior Secured Notes Claims and/or Unsecured Notes Claims, to accept, and
not object to, the Plan.



 


To exercise its Rights, any Eligible Offeree
who holds through a Subscription Nominee must:


 




    	 	4	 



     


    

 


		(i)	return a duly completed Offering Form to its Subscription Nominee or otherwise instruct its Subscription
Nominee as to its instructions for the Rights (in each case in sufficient time to allow such Subscription Nominee to deliver the
Offering Form, along with any other required documentation, to the Subscription Agent, and arrange for its Subscription Nominee
to effectuate the tendering of Existing Notes into the accounts established at DTC to administer this process, prior to the Rights
Expiration Time);



 


		(ii)	pay to its Subscription Nominee, by wire transfer of immediately available funds (or such other
method as required by a Subscription Nominee), the Purchase Price along with instructions to its Subscription Nominee to pay such
Purchase Price to the Rights Offering Escrow Account on such Eligible Offeree’s behalf, in each case, in accordance with
procedures established by its Subscription Nominee, which, in turn, must comply with clauses (i) and (ii) of the immediately
preceding paragraph; and



 


		(iii)	also submit a ballot to vote, on behalf of its Senior Secured Notes Claims and/or Unsecured Notes
Claims, to accept, and not object to, the Plan, which shall be verified by the Subscription Agent.



 


For purposes of this Rights Offering, neither
The Bank of New York Mellon, in its capacity as indenture trustee for the Senior Secured Notes, nor Law Debenture Trust Company,
in its capacity as indenture trustee for the Unsecured Notes, shall constitute a Subscription Nominee and neither shall have any
responsibility with respect to sending any Rights Offering information or collecting any Offering Forms.


 


		B.	Deemed Representations and Acknowledgements



 


Any Eligible Offeree that participates
in the Rights Offering is deemed to have made the following agreements, representations and acknowledgements:


 


Such Eligible Offeree:


 


		(i)	recognizes and understands that the Rights are not transferable except in accordance with the procedures
set forth in Section V.D below, and that the benefits of the Rights are not separable from the claim or securities with respect
to which the Rights have been granted;



 


		(ii)	represents and warrants that it will not accept a distribution of New Second Lien Convertible Notes
if at such time, it does not hold an Allowed Senior Secured Notes Claim or an Allowed Unsecured Notes Claim and, by accepting a
distribution of New Second Lien Convertible Notes, such Eligible Offeree will be deemed to represent and warrant that it is the
holder thereof;



 


		(iii)	represents and warrants that it is an Accredited Investor and otherwise an Eligible Offeree; and



 




    	 	5	 



     


    

 


		(iv)	agrees and acknowledges that, by subscribing to purchase the New Second Lien Convertible Notes,
it has voted, or will vote simultaneously with the exercise of its Rights, in favor of, and will not object to, the Plan.



 


		C.	Failure to Exercise Rights & Payment for Rights



 


Unexercised Rights will be relinquished
on the Rights Expiration Time. If, on or prior to the Rights Expiration Time, the Subscription Agent for any reason
does not receive from an Eligible Offeree or its Subscription Nominee on behalf of an Eligible Offeree (i) a duly completed Offering
Form4 and (ii) immediately available
funds by wire transfer in an amount equal to the total applicable Purchase Price for such Eligible Offeree’s Rights, such
Eligible Offeree shall be deemed to have irrevocably relinquished and waived its Rights, subject to Section V.D below; provided,
that the Backstop Commitment Parties (in their capacities as Eligible Offerees) shall not be required to pay their respective
Purchase Prices until the Effective Date.


 


If an Eligible Offeree fails to vote its
Claims to accept the Plan, does not vote, or objects to the Plan, such Eligible Offeree shall be deemed to have irrevocably relinquished
and waived its Rights, subject to Section V.D below.


 


Any attempt to exercise Rights after the
Rights Expiration Time shall be null and void and the Debtors shall not be obligated to honor any such purported exercise received
by the Subscription Agent after the Rights Expiration Time regardless of when the documents relating thereto were sent.


 


		D.	Transfer Restriction and Revocation



 


		(i)	Transferability Restrictions Prior to Exercise of Rights



 


The Rights are not detachable from the
Senior Secured Notes Claims or the Unsecured Notes Claims. 


 


The Rights shall not be transferable or
assignable unless such holder transfers its corresponding Senior Secured Notes Claim or Unsecured Notes Claim, as applicable, in
respect of which such Rights were issued, and only holders of the Rights as of the Rights Offering Record Date (defined below)
shall have the ability to exercise such Rights.


 


From the period commencing on the Rights
Offering Record Date and unless and until a Right is exercised, any transfer or assignment of the corresponding Senior Secured
Notes Claim or Unsecured Notes Claim shall void the Right.


 


		(i)	Transferability Restrictions Following Exercise of Rights



 


After a Right has been exercised in accordance
with these Rights Offering Procedures, the holder of the corresponding Senior Secured Notes Claim or Unsecured Notes Claim shall
not transfer or assign such Senior Secured Note Claim or Unsecured Notes Claim unless such holder transfers or assigns with such
Claim(s) the right to receive the proceeds of the exercise of the corresponding Rights in the Rights Offering, subject to compliance
with applicable securities laws relating to the transfer of restricted securities, as evidenced by the delivery of a Transfer Notice
to the Subscription Agent or other procedures acceptable to the Debtors and the Subscription Agent.


 





 






4
For the avoidance of doubt, the Backstop Commitment Parties (in their capacities as Eligible Offerees) shall not be required to
submit an Offering Form.


 




    	 	6	 



     


    

 


Both (i) the Rights (after they have been
exercised) and (ii) the right to receive the proceeds of any Rights transferred pursuant to these Rights Offering Procedures, shall
not be transferrable other than to an Accredited Investor or a QIB. A “QIB” means a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act.


 


A “Transfer Notice”
is a notice delivered to the Subscription Agent notifying the Subscription Agent of the transfer of a Claim by the holder of the
corresponding Rights through the Subscription Deadline, which indicates (i) the name of the transferor, the name of the transferee,
the type of Claim being transferred and the principal amount of such Claims; and (ii) certifies that such transferee is a QIB or
an Accredited Investor.


 


		(ii)	Revocation



 


Once an Eligible Offeree has properly exercised
its Rights, such exercise will not be permitted to be revoked, unless the Effective Date has not occurred by the 31st day after
the Bankruptcy Court’s entry of the Confirmation Order (unless such date is extended in accordance with the terms of the
Plan Support Agreement or the Backstop Agreement). Thereafter an Eligible Offeree shall be permitted to revoke such exercise so
long as the Effective Date has not occurred. An Eligible Offeree electing to revoke the exercise of its Rights must deliver written
notice to the Subscription Agent (i) stating that the Eligible Offeree revokes its Rights; (ii) stating the type and number of
Rights being revoked, and (iii) certifying that the Rights are being revoked are the only Rights exercised by the Eligible Offeree
(the “Revocation Notice”). Upon receipt of a properly completed and timely returned Revocation Notice
by an Eligible Offeree, the Subscription Agent shall use reasonable efforts to return as promptly as practicable the applicable
Rights Offering Amount. For the avoidance of doubt, any revocation of Rights shall not constitute a revocation of a vote to accept
the Plan.


 


		E.	Funds



 


The payments made to purchase New Second
Lien Convertible Notes pursuant to the Rights Offering (the “Rights Offering Funds”) shall be deposited
into an escrow account (the “Rights Offering Escrow Account”) for the purpose of holding the money for
administration of the Rights Offering until the Effective Date. The Rights Offering Funds may not be used for any purpose other
than to release the funds as directed by the Debtors on the Effective Date or as otherwise set forth in these Rights Offering Procedures
or in the Plan, and, until released in accordance with the foregoing, the Rights Offering Funds will not be deemed part of the
Debtors’ bankruptcy estate. The Rights Offering Funds shall not be encumbered by any lien, encumbrance, or cash collateral
obligation. No interest will be paid to participating Eligible Offerees on account of any amounts paid in connection with their
exercise of Rights under any circumstances.


 




    	 	7	 



     


    

 


Notwithstanding anything to the contrary
herein, pursuant to the terms of the Backstop Agreement, each Backstop Commitment Party shall not be obligated to make payments
in connection with the Rights Offering into the Rights Offering Escrow Account prior to twenty-four (24) hours before the proposed
Effective Date.


 


		F.	Participating Eligible Offeree Release



 


See section [●] of the Plan for important
information regarding releases.


 


		VI.	Non-Eligible Offerees



 


		A.	Conditions to Receipt of a Substitute Distribution



 


In order to be treated
as a Non-Eligible Offeree and receive its Substitute Distribution under the Plan, a Non-Eligible Offeree must complete, or cause
its Subscription Nominee to complete, an Offering Form certifying that it is not an Accredited Investor, and cause such Offering
Form to be delivered to the Subscription Agent on or before the Rights Offering Expiration Time, and must vote to accept and may
not object to the Plan. The Offering Form for each Non-Eligible Offeree must also specify if such Non-Eligible Offeree is a holder
of an Allowed Unsecured Notes Claim or an Allowed Senior Secured Notes Claim in order to be eligible to receive the Substitute
Distribution available to holders of each of these claims, as described in the paragraphs below. If a Non-Eligible Offeree
does not satisfy such requirements, such Non-Eligible Offeree shall be deemed to have forever and irrevocably relinquished and
waived the right to receive the Substitute Distribution pursuant to the Plan and these Rights Offering Procedures. Prior to making
a Substitute Distribution to a Non-Eligible Offeree, the Reorganized Debtors may require such additional information as they deem
necessary to confirm that such Non-Eligible Offeree qualifies as such in accordance with these Rights Offering Procedures.


 


A holder of an Allowed
Senior Secured Notes Claim that is a Non-Eligible Offeree (a “Secured Non-Eligible Offeree”) that votes
to accept the Plan and satisfies the conditions set forth herein shall receive, in lieu of the opportunity to participate in the
Rights Offering, a Substitute Distribution in an amount equal to a ratio of New Common Shares for a specified amount of Allowed
Senior Secured Notes Claims as further described in the Disclosure Statement, subject to the limitations described herein. If the
New Common Shares that the Secured Non-Eligible Offerees are actually entitled to receive as a Substitute Distribution would exceed
1.0% of the New Common Shares on a fully-diluted basis as aforesaid, the Substitute Distribution that each such Secured Non-Eligible
Offeree receives will be reduced in proportion to the excess. If the New Common Shares that all Secured Non-Eligible Offerees are
actually entitled to receive as a Substitute Distribution is less than 1.0% of the New Common Shares on a fully-diluted basis as
aforesaid, New Common Shares in the amount of the difference will be distributed to the holders of Allowed Senior Secured Notes
Claims, pro rata.


 




    	 	8	 



     


    

 


A holder of an Allowed
Unsecured Notes Claim that is a Non-Eligible Offeree (an “Unsecured Non-Eligible Offeree”)
that votes to accept the Plan and satisfies the conditions set forth herein shall receive, in lieu of the opportunity to
participate in the Rights Offering, a Substitute Distribution in an amount equal to a ratio of New Common Shares for a specified
amount of Allowed Unsecured Notes Claims as further described in the Disclosure Statement, subject to the limitations described
herein. If the New Common Shares that the Unsecured Non-Eligible Offerees are actually entitled to receive as a Substitute Distribution
would exceed 0.1% of the New Common Shares on a fully-diluted basis as aforesaid, the Substitute Distribution that each such Unsecured
Non-Eligible Offeree receives will be reduced in proportion to the excess. If the New Common Shares that all Unsecured Non-Eligible
Offerees are actually entitled to receive as a Substitute Distribution is less than 0.1% of the New Common Shares on a fully-diluted
basis as aforesaid, New Common Shares in the amount of the difference will be distributed to the holders of Allowed Unsecured Notes
Claims, pro rata.


 


		B.	Transfer Restrictions



 


Any transfer or assignment
of the corresponding Senior Secured Notes Claim and/or Unsecured Notes Claim by a Non-Eligible Offeree shall void the right to
receive a Substitute Distribution.


 


		VII.	Miscellaneous



 


		A.	Method of Delivery



 


The method of delivery of the Offering
Form, the applicable Purchase Price and any other required documents is at each Eligible Offeree’s option and sole risk,
and delivery will be considered made only when actually received by the Subscription Agent. Delivery shall be by mail and shall
not be done electronically, and registered mail with return receipt requested, properly insured, is encouraged and strongly recommended.
In all cases, you should allow sufficient time to ensure timely delivery prior to the Rights Expiration Time.


 


The risk of non-delivery of the Offering
Form, the applicable Purchase Price into the Rights Offering Escrow Account and any other required documents sent to the Subscription
Agent in connection with the exercise of the Rights lies solely with the Eligible Offerees, and none of the Debtors, the Reorganized
Debtors, the UCC, the Backstop Commitment Parties or any of their respective officers, directors, employees, agents or advisers,
including the Subscription Agent, assumes the risk of non-delivery under any circumstance whatsoever.


 


		B.	Issuance



 


The New Second Lien Convertible
Notes to be issued pursuant to the Rights Offering are expected to be delivered to Eligible Offerees that have properly exercised
their Rights on or as soon as practicable following the Effective Date. See Section VII. The method of issuance of New Second Lien
Convertible Notes to Eligible Offerees who properly exercise their Rights will depend on whether the Eligible Offeree is a QIB,
an Accredited Investor that is an Institutional Accredited Investor or an Accredited Investor that is not an Institutional Accredited
Investor or a QIB. An “Institutional Accredited Investor” means an Accredited Investor within the meaning
of clauses (1), (2), (3) or (7) of Rule 501(a) of Regulation D under the Securities Act.


 


The New Second Lien Convertible
Notes issuable to Eligible Offerees who are QIBs or Institutional Accredit Investors will be issued in book-entry form through
the facilities of the Depository Trust Company to the account of their respective Subscription Nominees in which their Senior Secured
Notes or the Unsecured Notes were held, to the extent practicable. The New Second Lien Convertible Notes issuable to Accredited
Investors who are not Institutional Accredited Investors will be issued in the form of physical certificates in registered form
on the books and records of Reorganized CHC or its designee, or in book entry form through DTC if so permitted.


 




    	 	9	 



     


    

 


The New Common Shares
to be issued in the Substitute Distribution to Non-Eligible Offerees that have complied with the conditions of the Substitute Distribution
hereunder are expected to be issued on or as soon as practicable following the Effective Date in book-entry form through the facilities
of the Depository Trust Company to the account of their respective Subscription Nominees in which their Unsecured Notes were held,
to the extent practicable.


 


		C.	Securities Law and Related Matters



 


The New Second Lien Convertible Notes issued
to the Eligible Offerees participating in the Rights Offering and the New Common Shares issuable upon the conversion thereof (together,
the “Securities”) are being offered in the Rights Offering pursuant to an exemption from registration
under the Securities Act of 1933, as amended (the “Securities Act”), and any other applicable federal
and state securities laws pursuant to Regulation D under the Securities Act, and may not be resold or otherwise transferred, without
registration under the Securities Act or an exemption therefrom, or any applicable federal and state securities laws. Therefore,
to the extent a certificate is issued in conjunction with the issuance of the Securities, such certificate may contain (or each
book entry position shall be deemed to contain) a restricted securities legend in form and substance substantially similar to the
following:


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION THEREFROM.


 


There is not and there may not be a public
market for the Securities, and the Debtors do not intend to seek any listing of the Securities on any national securities exchange
or other trading market of any type whatsoever. Accordingly, there can be no assurance that an active trading market for the Securities
will ever develop or, if such a market does develop, that it will be maintained. Please refer to the Disclosure Statement for more
detailed information regarding risks associated with the Rights Offering.


 


The Substitute Distribution will be distributed
pursuant to Section 1145 of the Bankruptcy Code and may generally be resold or otherwise transferred without registration under
the Securities Act or any other applicable federal and state securities laws.


 


The Rights Offering is being conducted
in good faith and in compliance with the Bankruptcy Code. In accordance with section 1125(e) of the Bankruptcy Code, a debtor or
any of its agents that participates, in good faith and in compliance with the applicable provisions of the Bankruptcy Code, in
the offer, issuance, sale or purchase of a security, offered or sold under the plan, of the debtor, of an affiliate participating
in a joint plan with the debtor, or a newly organized successor to the debtor under the plan, is not liable, on account of participation,
for violation of any applicable law, rule, or regulation governing the offer, issuance, sale or purchase of securities. 


 




    	 	10	 



     


    

 


		D.	Disputes, Waivers, and Extensions



 


Any and all disputes concerning the timeliness,
viability, form, and eligibility of any exercise of Rights, or the right to receive the Substitute Distribution, shall be addressed
in good faith by the Debtors, in consultation with the UCC and the Requisite Investors, the determinations of which shall be final
and binding. The Debtors, in consultation with the UCC and the Requisite Investors, may (i) waive any defect or irregularity, or
permit a defect or irregularity to be corrected, within such times as it may determine in good faith to be appropriate or (ii)
reject the purported exercise of any Rights for which an Offering Form and/or payment includes defects or irregularities. Offering
Forms shall be deemed not to have been properly completed until all irregularities have been waived or cured. The Debtors reserve
the right to give notice to any Eligible Offeree or Non-Eligible Offeree regarding any defect or irregularity in connection with
any purported exercise of Rights, or the completion or delivery of any Offering Form, and the Debtors, in consultation with the
UCC and the Requisite Investors, may permit such defect or irregularity to be cured; it being understood, that none of the Debtors,
the Subscription Agent, or the Backstop Commitment Parties (or any of their respective officers, directors, employees, agents or
advisors) shall incur any liability for failure to give such notification.


 


The Debtors, with the approval of the Bankruptcy
Court (if applicable) and the reasonable consent of the UCC and the Requisite Investors, may (i) extend the Rights Offering Expiration
Time or adopt additional detailed procedures to more efficiently administer the distribution and exercise of the Rights and/or
the distribution of the Substitute Distribution; and (ii) make such other changes to the Rights Offering, including changes that
affect which parties constitute Eligible Offerees and/or Non-Eligible Offerees.


 


		VIII.	Rights Offering and Substitute Distribution Conditioned Upon Effectiveness of the Plan; Reservation of Rights; Return of Rights
Offering Amount



 


All exercises of Rights, and the distribution
of the Substitute Distribution, are subject to and conditioned upon the effectiveness of the Plan. The Debtors will accept a Binding
Rights Election only upon the confirmation and effectiveness of the Plan. Notwithstanding anything contained herein, in the Disclosure
Statement or in the Plan to the contrary, the Debtors reserve the right, with the approval of the Bankruptcy Court (if applicable),
and the reasonable consent of the UCC and the Requisite Investors, to modify these Rights Offering Procedures or adopt additional
detailed procedures if necessary in the Debtors’ business judgment to administer the distribution and exercise of the Rights
more efficiently or to comply with applicable law.


 


In the event that (i) the Rights Offering
is terminated, (ii) the Debtors revoke or withdraw the Plan or (iii) the Effective Date has not occurred by the 31st day after
the Bankruptcy Court’s entry of the Confirmation Order (unless such date is extended in accordance with the terms of the
Plan Support Agreement or the Backstop Agreement) or the conditions precedent to the occurrence of the Effective Date shall not
have been satisfied or waived in accordance with the Plan, the Subscription Agent shall, within five (5) Business Days of such
event, return all Rights Offering Funds held in the Rights Offering Escrow Account to each respective Eligible Offeree, without
any interest, and, in the case of clauses (ii) and (iii) above, the Rights Offering shall automatically be terminated, and the
Rights Offering Funds held in the Rights Offering Escrow Account will be refunded, without interest, to each respective Eligible
Offeree as soon as reasonably practicable.


 




    	 	11	 



     


    

 


EXHIBIT C


 


MILESTONE TERM SHEET


 


		[*]	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.





 


TERM SHEET



 


BETWEEN



CHC GROUP LTD., as debtor and debtor in possession (“CHC”)



AND



THE MILESTONE AVIATION GROUP LIMITED (“MILESTONE”)



REGARDING



RESTRUCTURING OF LEASE TRANSACTIONS FOR CERTAIN



ROTOR WING AIRCRAFT


 


AND CERTAIN OTHER
TRANSACTIONS


 


Dated the ____
day of __________________ 2016


 




     


     


    

 


Except for Sections 4.3, 4.4 and 4.5,
none of the parties to these discussions or any of their respective affiliates shall be legally bound with respect to the transaction
contemplated by this Term Sheet unless and until the conditions in Section 3.3(a) below have been fulfilled.



 


*            *            *


 


Part 1



Certain Matters Relating to Existing Leasing Transactions


 


1.1           Aircraft.
The aircraft that are the subject matter of this Term Sheet (including the Appendices, Exhibits and Schedules hereto, the “Term
Sheet”) are defined in Section 2.1 below as the Committed Aircraft, the Financed Aircraft, the Rejected Aircraft and
the Incremental Aircraft (each or collectively, as context may require, “Aircraft”), consisting of the airframes
(each, an “Airframe”) of the Aircraft as so defined and the engines installed thereon, or associated therewith
pursuant to the terms of the relevant Facility Documents, from time to time (each or collectively, as context may require, an
“Engine” or the “Engines”).


 


1.2           Existing
Facility Documents. The lessee-related parties (collectively, including guarantors and sublessees that are Affiliates of CHC,
the “CHC Parties”), lessor-related parties (collectively, including guarantors (if any) and trusts that are
Affiliates of Milestone, the “Milestone Parties”) and documents governing the existing leasing transactions
relating to the Aircraft (as amended, supplemented or otherwise modified prior to the date hereof, collectively the “Existing
Facility Documents”, and, together with such additional leases, loan documents and other documents contemplated in respect
of the Financed Aircraft and the Incremental Aircraft (the “Incremental Leases”), as may be amended from time
to time, including pursuant to the terms hereof, the “Facility Documents”)
are listed in Appendix 1 hereto.


 


1.3           Defined
Terms. Capitalized terms used herein and not otherwise defined herein have the meanings given to them in the Existing Facility
Documents. As used herein, the following terms have the meanings indicated:


 


“Agreed Administrative
Expense Claim” shall mean the sum of the following:


 


(i) in the case of
Committed Aircraft and Incremental Aircraft if not returned with 100% or 50% of the maintenance life remaining in respect of such
Aircraft as provided in the applicable Facility Documents therefor, and in lieu of making the required 100% or 50%, as the case
may be, maintenance life adjustment payment to the applicable Milestone Party, a usage payment amount equal to the flight hour
maintenance rate (as provided in Exhibit F) for such type of Aircraft, multiplied by the number of flight hours of operation of
such Committed Aircraft or Incremental Aircraft during the period from and after the Petition Date to the date on which such Aircraft
is tendered for return to the applicable Milestone Party;


 


(ii) in the case of
Committed Aircraft and Incremental Aircraft, all costs of rectifying any failure to return a complete Aircraft (with all Engines,
Rotor Blades, Rotor Components and Parts installed thereon or delivered therewith (including such title to any replacement Engine,
Rotor Blade, Rotor Component or other Part as is required under the applicable Facility Document), and all Records as required
under the applicable Facility Documents), in the condition provided for in the applicable Facility Document (except in respect
of any 100% or 50%, as the case may be, required maintenance life status), and at the location described in the applicable Facility
Document, free and clear of Liens other than Lessor Liens;


 



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[*] 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.


     


    

 


(iii) without duplication,
any unpaid Monthly Rent for each Committed Aircraft and Incremental Aircraft, as provided by the terms of this Term Sheet, if
any, for the period from the Petition Date to and including the date on which such Aircraft is tendered for return to the applicable
Milestone Party (if applicable, on or after the effective date of rejection of such Aircraft upon entry of an order of the Bankruptcy
Court approving such rejection) and all other amounts, if any, payable under this Term Sheet (including the Grace Period Fee)
or the Facility Documents that became payable on or after the Petition Date and, in the case of a Committed Aircraft or an Incremental
Aircraft, on or before the date such Aircraft is tendered for return to the applicable Milestone Party (after giving effect to
the “Waiver” in Exhibit A-1, exclusive of amounts described in clause (i) above, including any 100% or 50%, as the
case may be, maintenance life adjustment payment and exclusive of any damages for breach of the Facility Documents including exclusive
of amounts payable under Section 13(b) of the Leases constituting Facility Documents);


 


(iv) without duplication,
all costs of curing any Material Event of Default other than a Material Event of Default resulting from the non-payment of any
amounts due under the Facility Documents (except in respect of any 100% or 50%, as the case may be, maintenance life adjustment
status); and


 


(v) to the extent
unpaid, the Liquidated Damages Amount.  


 


“Bankruptcy
Code” shall mean title 11 of chapter 11 of the United
States Code, as amended from time to time, as applicable in the Chapter 11 Case.


 


“Bankruptcy
Court” shall mean the United States Bankruptcy Court for the Northern District of Texas having jurisdiction over the
Chapter 11 Cases.


 


“Chapter 11
Case” shall mean the jointly administered cases under
chapter 11 of Bankruptcy Code styled In re CHC Group Ltd. et al., Ch. 11 Case No. 16– 31854 (BJH) (Jointly Administered).


 


“Committee”
shall mean the statutory committee of unsecured creditors appointed by the U.S. Trustee in the Chapter 11 Cases pursuant to section
1102 of the Bankruptcy Code.


 


“Definitive
Restructuring Documents” shall mean the definitive documents that reflect the terms of the restructuring of the leases
of the Committed Aircraft, the terms of the leases for the Incremental Aircraft and the PK Financing Commitment Letter (as defined
below) for the Financed Aircraft, as contemplated herein.


 



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[*] 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.


     


    

 


“Effective
Date” shall mean the date upon which the substantial consummation of a Qualified Plan, or of a plan of reorganization
of the CHC Parties referred to in the proviso of Plan Event of Default, has occurred.


 


“Fleet Event
of Default” shall mean (i) an order of the Bankruptcy Court being entered on the docket approving the rejection of any
Committed Aircraft or any Incremental Aircraft or of any Facility Document for any Committed Aircraft or any Incremental Aircraft,
(ii) the failure to pay any Monthly Rent for any Committed Aircraft or any Incremental Aircraft when and in the amount due (including
the failure to pay three months’ of Monthly Rent in advance on the date due if the Lease for the subject Aircraft provides
for three month payments of Basic Rent), following thirty (30) days’ notice to the applicable CHC Party of such failure,
(iii) a Material Breach Event of Default that has not been cured within thirty (30) days after the date of the Bankruptcy Court
determination described in Section 3.7(a) and that (w) results in more than a de minimis risk of loss of any Aircraft, (x) involves
the failure to make a payment (other than Monthly Rent) to the Milestone Parties under the applicable Facility Document in the
aggregate of $[*] or more, (y) results in any risk of any criminal liability for any Milestone Party or any Affiliate of a Milestone
Party or (z) results in more than a de minimis risk of any civil liability for any Milestone Party or any Affiliate of a Milestone
Party that involves fines, penalties, forfeitures or other payments in the aggregate by the Milestone Parties and their Affiliates
of $[*] or more for which any CHC Party is responsible by indemnification or otherwise under a Facility Document or that involves
material adverse effect or material harm to the general business, general operations or reputation of the Milestone Parties or
its Affiliates, (iv) a Plan Event of Default or (v) a Liquidation Event of Default.


 


“Grace Period
Fee” shall mean an amount equal to the difference between (y) the Basic Rent (as specified in the applicable Existing
Facility Documents as in effect prior to the Petition Date) for each Committed Aircraft that has not been returned in accordance
with the terms of this Term Sheet pro-rated for the number of days in the Grace Period and (z) the Monthly Rent for each Committed
Aircraft that has not been returned in accordance with the terms of this Term Sheet pro-rated for the number of days in the Grace
Period.


 


“Liquidated
Damages Amount” shall mean the sum of (x) the aggregate amount, in respect of all Committed Aircraft, equal to three
and one-half months of Monthly Rent for all such Aircraft and (y) the aggregate amount, in respect of the Incremental Aircraft
(meaning each Aircraft listed in Schedule D-1 only, regardless of whether Facility Documents have been executed in respect of
such Incremental Aircraft) equal to three and one-half months of Monthly Rent for all such Aircraft.


 


“Liquidation
Event of Default” shall mean the occurrence of any one of the following:


 


(i)          the
CHC Parties commence actions to suspend or discontinue all or a substantial majority of their operations, or


 


(ii)         the
CHC Parties propose or file a chapter 11 plan under which they do not continue to operate all or substantially all of their assets
(other than a sale of all or substantially all of their operating assets as a going concern), or


 



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[*] 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.


     


    

 


(iii)        the
entry of an order dismissing or converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code.


 


“Material
Breach Event of Default” shall mean an assertion by a Milestone Party that a Material Event of Default has occurred
and is continuing, the occurrence and continuance of which Material Event of Default has been confirmed by the Bankruptcy Court
as a factual matter pursuant to the procedure set forth in Section 3.7 hereof.


 


“Material
Event of Default” shall mean (x) a breach by a CHC Party of any term of this Term Sheet or (y) in respect of the Committed
Aircraft and in respect of any Incremental Aircraft for which Definitive Restructuring Documents have been entered into by the
parties thereto only, an “Event of Default” (as defined in the relevant Lease for such Aircraft) arising as a result
of,


 


(i) failure
by a CHC Party to make any payment described in clause (iii) of the definition of “Agreed Administrative Expense Claim”
when due;


 


(ii) failure
by a CHC Party to procure and maintain “Insurances” (as defined in such lease) in respect of such Aircraft or if such
CHC Party permits the operation of such Aircraft at a time when or in a place where such Insurances are not in effect or otherwise
outside the scope of such Insurances;


 


(iii) any
prohibited transfer of or “Lien” (as defined in such lease) arising on such Aircraft or such CHC Party’s interest
in such Lease or the related Lease Documents; or


 


(iv) any
other Event of Default under any of Sections 13(a)(3), 13(a)(6), 13(a)(7), 13(a)(8)(a) (to the extent of a corresponding Event
of Default under an Other Agreement (other than for a Rejected Aircraft)), 13(a)(11) (except as otherwise provided in the Term
Sheet or the Plan Support Agreement), 13(a)(13), 13(a)(14), 13(a)(15), 13(a)(17), and 13(a)(22) of the Lease Form referenced in
the paragraph entitled “Documentation” in Exhibit D, in each case after giving effect to all waivers and amendments
hereunder, including those described in Exhibit E hereto.


 


“Monthly
Rent” shall mean the Monthly (Basic) Rent set forth on or determined in accordance with Schedule A-1, Exhibit D, Schedule
D-1, Schedule D-2 or Schedule D-3, as the case may be.


 


“Petition
Date” shall mean May 5, 2016.


 


“Plan”
shall mean the plan of reorganization contemplated by the Plan Support Agreement to be proposed by the Debtors under chapter 11
of the Bankruptcy Code in the Chapter 11 Cases.


 



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[*] 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.


     


    

 


“Plan Event
of Default” shall mean the failure to have a Qualified Plan to be substantially consummated by January 31, 2017 (the
“Qualified Plan Outside Date”); provided, however, that, notwithstanding the foregoing, if the Plan
Support Agreement has not been terminated, the Qualified Plan Outside Date shall automatically extend and a Plan Event of Default
shall not occur, during the period that the Plan Support Agreement has not terminated; provided, however, that, notwithstanding
the foregoing, if the order confirming the Qualified Plan has not been entered by the Qualified Plan Confirmation Order Outside
Date, a Plan Event of Default shall occur; provided, however, if the Plan Support Agreement terminates prior to the Qualified
Plan Confirmation Order Outside Date, the Milestone Parties may not terminate this Term Sheet due to a Plan Event of Default for
a period of time not to exceed the lesser of (a) thirty days and (b) the number of days between the Plan Support Agreement termination
date and the Qualified Plan Confirmation Order Outside Date (such lesser number of days, the “Grace Period”)
if the CHC Parties pay to the Milestone Parties the Grace Period Fee, which Grace Period Fee shall be due and payable on the Qualified
Plan Confirmation Order Outside Date; provided, however, that, notwithstanding the foregoing, if by the Qualified Plan
Confirmation Order Outside Date, there shall have occurred the substantial consummation (i.e., the effective date) of a plan of
reorganization for the CHC Parties that provides for an investment of not less than $300,000,000 of new equity capital in the
CHC Parties, and the assumption pursuant to Section 365 of the Bankruptcy Code of all Definitive Restructuring Documents (including
the Existing Facility Documents as amended pursuant to the terms hereof) for the Committed Aircraft and the Incremental Aircraft,
and provides for all payments required hereunder, and that is otherwise acceptable to the Milestone Parties in their sole and
absolute discretion, no Plan Event of Default shall occur.


 


“Plan Support
Agreement” shall mean the Plan Support Agreement, dated as of the date hereof, among the CHC Parties, the Milestone
Parties and the other parties thereto, including all exhibits, supplements and schedules attached thereto.


 


“PSA Approval
Date” shall mean the date of the entry of the PSA Court Order.


 


“PSA Court
Order” shall mean the order approving the Plan Support Agreement, including the restructuring and other transactions
contemplated by this Term Sheet, that is entered and in effect on the terms and conditions provided in the Plan Support Agreement,
and is in form and substance reasonably acceptable to the CHC Parties and the Milestone Parties.


 


“Qualified
Plan” shall mean a Plan that (i) implements the transactions contemplated by the Plan Support Agreement (including this
Term Sheet), on the terms and conditions set forth in the Plan Support Agreement (including this Term Sheet), (ii) provides for
the assumption pursuant to Section 365 of the Bankruptcy Code of the Definitive Restructuring Documents (including the Existing
Facility Documents as amended pursuant to the terms hereof) for the Committed Aircraft and Incremental Aircraft, (iii) provides
for any payments required hereunder, and (iv) provides for receipt by Milestone of an officer’s certificate from the chief
financial officer of CHC certifying that, assuming that each Incremental Aircraft listed on Schedule D-1 is leased hereunder,
each other lessor and its Affiliates acting as lessors (an “Affiliated Lessor Group”) [*] with the CHC Parties
with such other Affiliated Lessor Group as in effect immediately prior to the Petition Date.


 


“Qualified
Plan Confirmation Order Outside Date” shall mean March 3, 2017.


 


“Rejection
Order” shall mean the orders of the Bankruptcy Court entered at Docket Numbers 427 and 428 on the docket of the Chapter
11 Case approving the rejection of the Rejected Aircraft.


 



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[*] 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.


     


    

 


Part 2



Categorization of Aircraft


 


2.1           Categories.


 


Committed Aircraft.
Each Aircraft listed in Schedule A-1 is designated as a “Committed Aircraft” (each or collectively, as context may
require, “Committed Aircraft”). The Committed Aircraft bearing manufacturer’s serial numbers (“MSNs”)
[*] are further designated as “Adjustable Term Committed Aircraft” and the Committed Aircraft bearing [*] are
further designated as “Hire Purchase Aircraft”.


 


Financed Aircraft.
Each Aircraft listed in Exhibit B or that is otherwise financed under the PK Financing Commitment Letter is designated as a “Financed
Aircraft” (each or collectively, as context may require, “Financed Aircraft”).


 


Rejected Aircraft.
Each Aircraft listed in Schedule C is designated as a “Rejected Aircraft” (each or collectively, as context may require,
“Rejected Aircraft”).


 


Incremental Aircraft.
 Each Aircraft listed in Schedule D-1 is designated as an “Incremental Aircraft” (each or collectively, as context
may require, “Incremental Aircraft”). Additional Undesignated Aircraft (as defined in Schedule D-2) and Additional
[*] Aircraft (as defined in Schedule D-3) that are the subject of Facility Documents executed by a Milestone Party and a CHC Party
pursuant to Schedule D-2 or Schedule D-3, as applicable, shall, for the purposes hereof, be deemed to be Incremental Aircraft
on and after the date of execution of such Facility Documents.


 


Part 3



Restructuring Arrangements 


 


3.1           Restructured
Lease Terms. The CHC Parties and the Milestone Parties propose that the basic economic terms for the leases of the Committed
Aircraft will be amended as set forth on Exhibit A and Schedule A-1 hereto respectively (such terms, the “Restructured
Lease Terms”). The CHC Parties and PK Transportation Finance Ireland Limited (“PK”), an Affiliate
of the Milestone Parties, have signed, subject to Bankruptcy Court approval, the PK Financing Commitment Letter attached as Exhibit
B hereto (the “PK Financing Commitment Letter”) to be available following the Effective Date to finance the
applicable CHC Parties’ acquisition of the Financed Aircraft on the terms and subject to the conditions as described in
such PK Financing Commitment Letter. The CHC Parties and Milestone Parties agree that the leases and subleases for the Rejected
Aircraft have been rejected by the CHC Parties under Section 365 of the Bankruptcy Code pursuant to the Rejection Orders and must
be returned by the CHC Parties in accordance with the Rejection Orders. In furtherance of such Rejection Orders, the CHC Parties
and the Milestone Parties agree that as an obligation under this Term Sheet the actions described in a letter agreement to be
entered into among the parties hereto prior to the PSA Approval Date will be performed by the CHC Parties within the time periods
set forth therein. The CHC Parties and the Milestone Parties also have agreed on the amount of the Milestone Parties’ prepetition
claims arising out of such rejection as provided in Section 3.3(g) below. The CHC Parties and Milestone Parties propose that leases
of the Incremental Aircraft be entered into as provided in Exhibit D hereto, and that the basic economic terms for the Incremental
Leases will be as set forth on Exhibit D and Schedules D-1, D-2 and D-3 hereto. The CHC Parties and the Milestone Parties will
in good faith negotiate the terms of the proposed Definitive Restructuring Documents with the goal of reaching agreement with
respect to the proposed Definitive Restructuring Documents as soon as reasonably possible after the occurrence of the PSA Approval
Date, but in any event Definitive Restructuring Documents must be entered into prior to and (except as otherwise agreed) as a
condition to the occurrence of the Effective Date and effective upon the Effective Date.


 



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[*] 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.


     


    

 


3.2           Extension
of Cape Town Article XI Period. The occurrence of the PSA Approval Date shall constitute an agreement by the Milestone Parties
that, if not expired, the applicable “waiting period” specified in connection with Article XI of the Protocol to the
Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment shall continue until a Fleet
Event of Default (which shall apply to all Aircraft) or a Material Breach Event of Default (which shall apply to the subject Aircraft)
occurs.


 


3.3           Restructuring
Arrangements.


 


(a)          Subject
to Section 3.10, upon the entry of the PSA Court Order, the terms and conditions of this Term Sheet, together with the Plan Support
Agreement, shall be immediately effective and shall be deemed to be a binding contract between the CHC Parties and the Milestone
Parties. After the PSA Approval Date, this Term Sheet shall constitute a legally binding amendment of the Existing Facility Documents
in respect of the Committed Aircraft as and to the extent expressly set forth herein, and a legally binding agreement with respect
to the Incremental Aircraft and the Financed Aircraft on the terms and conditions expressly set forth herein. For the avoidance
of doubt, the parties acknowledge and agree that the PSA Court Order shall not provide for the assumption of any of the Existing
Facility Documents in respect of the Committed Aircraft or Rejected Aircraft pursuant to Section 365(a) of the Bankruptcy Code.


 


(b)          Notwithstanding
anything in this Term Sheet to the contrary, to the extent the applicable CHC Party has, prior to the date of this Term Sheet,
paid to the applicable Milestone Party, in respect of each applicable Committed Aircraft, Basic Rent (as specified in the applicable
Existing Facility Documents as in effect prior to the Petition Date) for such Committed Aircraft that fell due after the Petition
Date but on or prior to August 3, 2016, such amounts shall be retained by the applicable Milestone Party as its property and shall
be credited as contemplated under this Term Sheet (including under Sections 3.3(c) and 3.3(e) of this Term Sheet), but shall not
be otherwise credited or offset against any other amount payable under this Term Sheet.


 



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(c)          Within
10 Business Days following the PSA Approval Date, the applicable CHC Party will make a payment to the applicable Milestone Party
in an amount in cash equal to the daily pro rata amount of the Monthly Rent (as set forth on Schedule A-1) in respect of each
Committed Aircraft for each day during the period commencing on and including the Petition Date to, but excluding, the first Basic
Rent Date (as specified in such applicable Existing Facility Documents) for such Committed Aircraft next following July 5, 2016
in respect of which the applicable Milestone Party received or receives, as the case may be, from the applicable CHC Party payment
in full of Basic Rent (as specified in the applicable Existing Facility Documents as in effect prior to the Petition Date) or
Monthly Rent (as set forth on Schedule A-1), as applicable, due on such Basic Rent Date (such date, the “Initial Post-Petition
Basic Rent Date”); provided that the payments described in this Section 3.3(c) shall be subject to a credit for
the pro-rated amount of any advance rent payments made in respect of the applicable Aircraft prior to the Petition Date to the
extent allocable to any period after such date and, provided, further, that such payments shall be made in respect of the
Committed Aircraft listed on Schedule A-3 so that the CHC Parties receive a rent holiday of 90 days after the Petition Date for
each of such Committed Aircraft.


 


(d)          During
the period from and after the date of this Term Sheet to, but excluding, the PSA Approval Date, the applicable CHC Party will
pay in cash to the applicable Milestone Party in respect of each Committed Aircraft the Basic Rent (as specified in the applicable
Existing Facility Documents as in effect prior to the Petition Date) for such Committed Aircraft in advance on each applicable
Basic Rent Date (as specified in the applicable Existing Facility Documents) for such Committed Aircraft.


 


(e)          From
the PSA Approval Date, the applicable CHC Party will pay in cash rent payments to the applicable Milestone Party in respect of
each Committed Aircraft and each applicable Incremental Aircraft (if any), in advance, on each Basic Rent Date (as specified in
the applicable Facility Documents), in an amount equal to the Monthly Rent set forth on Schedule A-1, or determined in accordance
with Exhibit D (including Schedules D-1, D-2 and D-3), as applicable, in respect of such Aircraft (multiplied by three in the
case of Facility Documents that provide for payment of Basic Rent quarterly in advance), until the expiration or termination of
the term of the leasing of the applicable Committed Aircraft or Incremental Aircraft (including due to a Plan Event of Default,
a Material Breach Event of Default  or a Liquidation Event of Default) and the return of such Committed Aircraft or Incremental
Aircraft to the applicable Milestone Party; provided that the payments described in this Section 3.3(e) shall be subject
to a credit in respect of the applicable rent amounts for Committed Aircraft paid after August 3, 2016 (including Basic Rent paid
as contemplated by Section 3.3(d)) in an amount equal to the excess of the Basic Rent payments received by the applicable Milestone
Party over the Monthly Rent that the applicable Milestone Party would have received had the applicable CHC Party paid the Monthly
Rent set forth on Schedule A-1 for such Committed Aircraft pursuant to this Section 3.3(e) and any excess credits remaining pursuant
to Section 3.3(c).


 


(f)          Unless
CHC Parties have given the notice referred to in the last sentence of this Section 3.3(f), on the PSA Approval Date, Milestone
shall cause PK to enter into, and the applicable CHC Parties shall enter into, the PK Financing Commitment Letter. Thereafter,
on the Effective Date, Milestone shall cause PK to comply with its commitments to provide a helicopter secured financing facility
for the purpose of financing additional helicopters by CHC Parties after the Effective Date, and the CHC Parties shall comply
with their obligations, in each case on the terms and subject to the conditions set forth in the PK Financing Commitment Letter.
At any time prior to the PSA Approval Date, the CHC Parties shall have the right, by providing notice to Milestone, to waive the
requirement that PK provide the financing contemplated by the PK Financing Commitment Letter, in which case the PK Financing Commitment
Letter shall not be entered into, no Person shall have any obligations thereunder and all references thereto and to the Financed
Aircraft shall be deemed deleted herefrom.


 



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(g)          The
CHC Parties and the Milestone Parties hereby agree that the pre-petition claims for rejection of the Existing Facility Documents
with respect to the Rejected Aircraft and the modifications (pursuant to the terms herein) of the Existing Facility Documents
with respect to the Committed Aircraft, including the guarantees and subleases with respect to the applicable Leases, shall be
allowed against the CHC Parties listed on Exhibit C in the amounts set forth on Exhibit C hereto (the “Allowed General
Unsecured Claims”); provided, however, that the Milestone Parties shall be entitled to assert additional unsecured
claims on account of the Committed Aircraft, as applicable, in the event that there is a Material Breach Event of Default or a
Plan Event of Default. For the avoidance of doubt, the Allowed General Unsecured Claims shall be the only claims in the Chapter
11 Cases that the Milestone Parties shall have against the CHC Parties or their affiliates with respect to the Rejected Aircraft
(but, for the avoidance of doubt, this sentence shall not relieve the CHC Parties from their obligations under the letter agreement
referred to in Section 3.1 in respect of the Rejected Aircraft).


 


3.4           Waiver
of Cross Defaults and Other Defaults. Upon the occurrence of the PSA Approval Date, each Milestone Party hereby waives any
rights under the Existing Facility Documents with respect to: (i) the occurrence of any Default or Event of Default under an Existing
Facility Document (as described below, each a “Cross-Default”) resulting from or relating to (x) a default
or event of default, termination event or acceleration event under any financing, leasing or other agreement where the financier,
lessor or other counterparty is not a Milestone Party or an Affiliate thereof (which, for the avoidance of doubt, does not prejudice
the Milestone Parties’ rights following a Fleet Event of Default), or (y) without affecting the Milestone Parties’
rights or the CHC obligations under Exhibit C hereof or the letter agreement referred to in Section 3.1 above, any Default, Event
of Default or other breach under, or the invalidity of, any Existing Facility Document for a Rejected Aircraft, (ii) the occurrence
of any Default or Event of Default under an Existing Facility Document resulting from or relating to any court judgment or arbitral
award (each a “Judgment Default”), (iii) the occurrence of any Default or Event of Default under an Existing
Facility Document resulting from or relating to the breach or invalidity of a guarantee provided by any CHC Party or any of its
affiliates for the benefit of any Milestone Party (each a “Guarantee Default”), or (iv) the occurrence of any
Default or Event of Default under an Existing Facility Document, or any other breach arising thereunder, resulting from or relating
to a change of control or ownership of any CHC Party during the Chapter 11 Case pursuant to a Qualified Plan or, after the Chapter
11 Case, as a result of exercising rights granted to any person as part of a Qualified Plan. Other than with respect to Cross-Default
provisions that relate to Rejected Aircraft, (A) all Cross-Default provisions contained in the Existing Facility Documents and
in the Definitive Restructuring Documents that relate to a default or event of default, termination event or acceleration event
under any other Existing Facility Document or any Definitive Restructuring Document (other than, in each case, under Cross-Default
provisions) shall be fully effective and enforceable from and after the PSA Approval Date in the case of a Fleet Event of Default
and (B) all provisions contained in the Definitive Restructuring Documents shall be fully effective and enforceable from and after
the Effective Date. All Judgment Default provisions contained in the Existing Facility Documents and in the Definitive Restructuring
Documents shall be fully effective and enforceable from and after the Effective Date in respect of judgments and arbitral awards
rendered after the Effective Date. All Guarantee Default provisions contained in the Existing Facility Documents and in the Definitive
Restructuring Documents shall be fully effective and enforceable from and after the Effective Date as to the Restructured Facility
Documents.


 



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3.5           Bankruptcy
Events of Default. Upon the occurrence of the PSA Approval Date, the parties agree that each “bankruptcy” or “insolvency”
event of default under the Existing Facility Documents shall be waived during the pendency of the Chapter 11 Case and shall be
amended to provide that the Chapter 11 Case shall be excluded therefrom, but it shall be an Event of Default if (A) a Liquidation
Event of Default shall occur or (B) a Plan Event of Default shall occur.


 


3.6           Releases.


 


(a)          Subject
to Sections 3.3(g), 3.9(b) hereof and other than with respect to any other administrative expense claims and general pre-petition
claims of the Milestone Parties contemplated in this Term Sheet, upon the occurrence of the PSA Approval Date, and subject to,
and other than with respect to, the obligations under this Term Sheet and the Plan Support Agreement, the Milestone Parties hereby,
unconditionally and irrevocably releases, waives, and discharges, and agrees there shall be deemed satisfied and covenants not
to sue, the CHC Parties and their affiliates or any of their respective heirs, successors, assigns, affiliates, officers, directors,
shareholders, associates, parents, subsidiaries, predecessors, employees, attorneys and agents, with respect to any and all losses,
costs, expenses, liabilities, fees, taxes, obligations, damages or claims of any kind and nature, character and description, whether
sounding in tort, contract or under other applicable law, whether known or unknown, whether anticipated or unanticipated, whether
presently existing or existing at any time in the future, whether or not asserted, and whether founded in fact or law or in equity,
related to, arising under or in any way connected to any Existing Facility Document, or any Aircraft, or any transaction contemplated
thereby or related thereto and attributable to the period prior to Petition Date; provided, however, that for purposes
of clarification the foregoing release shall not apply to any of Heli One’s obligations under an applicable maintenance
contract or [*] obligations and, provided, however, that the foregoing release shall not apply to any loss, cost, expense,
liability, fee, tax, obligation, damage or claim of any Milestone Party that is indemnifiable under Section 11(a)(ii) of a Lease
and is recoverable under a CHC Party's insurance policies.


 


(b)          Subject
to, and other than with respect to, the obligations under this Term Sheet and the Plan Support Agreement, upon the occurrence
of the PSA Approval Date, each of the CHC Parties hereby, on behalf of themselves and the estates, unconditionally and irrevocably
releases, waives, and discharges, and agrees there shall be deemed satisfied and covenants not to sue, Milestone, any other Milestone
Party or any Affiliate of a Milestone Party or any of any of their respective heirs, successors, assigns, affiliates, officers,
directors, shareholders, associates, parents, subsidiaries, predecessors, employees, attorneys and agents, with respect to any
and all losses, costs, expenses, liabilities, fees, taxes, obligations, damages or claims (including, on the Effective Date, any
avoidance or recovery actions arising under chapter 5 of the Bankruptcy Code or other applicable law) of any kind and nature,
character and description, whether sounding in tort, contract or under other applicable law, whether known or unknown, whether
anticipated or unanticipated, whether presently existing or existing at any time in the future, whether or not asserted, and whether
founded in fact or law or in equity, related to, arising under or in any way connected to any Existing Facility Document, or any
Aircraft, or any transaction contemplated thereby or related thereto and attributable to the period prior to the Petition Date;
provided, however, that the foregoing release shall not apply to any loss, cost, expense, liability, fee, tax, obligation,
damage or claim (including any avoidance or recovery actions arising under chapter 5 of the Bankruptcy Code or other applicable
law) suffered by a CHC Party after the Petition Date as a result of a breach of such CHC Party’s right to quiet enjoyment
of a Committed Aircraft or an Incremental Aircraft as provided for in the Definitive Restructuring Documents for such Aircraft
that occurs after the Petition Date notwithstanding the existence of a circumstance prior to the Petition Date that is the cause
of such breach of quiet enjoyment of such Aircraft after the Petition Date, and nothing herein shall constitute a waiver of any
CHC Party’s right to dispute the amounts and validity of any claims raised by the Milestone Parties after the date hereof.


 



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(c)          Notwithstanding
the foregoing, nothing in this Section 3.6 shall limit, modify, impair or otherwise affect the Milestone Parties’ entitlement
to exculpation and release as set forth in Plan Support Agreement and Exhibit A thereto.  


 


3.7           Material
Breach Event of Default; Relief From the Stay.         


 


(a)          In
the event that a Milestone Party believes that a Material Event of Default has occurred and is continuing, it may notify CHC and
the Creditors Committee thereof, whereupon CHC shall request the Bankruptcy Court schedule for the next omnibus hearing date in
the Chapter 11 Case (the “EOD Hearing Date”) for the Bankruptcy Court to determine whether factually a Material
Event of Default has occurred and is continuing. The Bankruptcy Court’s determination shall be limited to this factual inquiry
only, and if the Bankruptcy Court does determine that as a factual matter a Material Event of Default has occurred and is continuing,
then a Material Breach Event of Default shall be deemed to be in existence. Nothing in this paragraph shall relieve any of the
CHC Parties of their obligation to make, or otherwise modify the obligations of the CHC Parties to make, Monthly Rent payments
in respect of each Aircraft in the amounts provided for in this Term Sheet that come due as provided herein prior to the EOD Hearing
Date.


 


(b)          Upon
the occurrence of the PSA Approval Date, the rights and remedies of the Milestone Parties under this Term Sheet or in respect
of any “Event of Default” under any Facility Document in respect of any Incremental Aircraft or in respect of any
Committed Aircraft, in each case shall apply in respect of any Fleet Event of Default, and none of such rights or remedies shall
be subject to Section 362 of the Bankruptcy Code, to the extent applicable, and no stay or injunction shall be issued pursuant
to Section 105 of the Bankruptcy Code that would impede, restrict, or prohibit the exercise of any of such rights and remedies.
In addition, upon the occurrence of the PSA Approval Date, in the case of a Material Breach Event of Default that is not a Fleet
Event of Default, the rights and remedies of the Milestone Parties under this Term Sheet or in respect of any “Event of
Default” under the Facility Document in respect of the Incremental Aircraft or the Committed Aircraft to which such Material
Breach Event of Default pertains (but not under Facility Documents for other Committed Aircraft or Incremental Aircraft pursuant
to the Cross Default provisions therein), shall apply in respect of such Material Breach Event of Default, and none of such rights
or remedies shall be subject to Section 362 of the Bankruptcy Code, to the extent applicable, and no stay or injunction shall
be issued pursuant to Section 105 of the Bankruptcy Code that would impede, restrict, or prohibit the exercise of any of such
rights and remedies.


 



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3.8           No
Other Changes. Except as expressly set forth in this Term Sheet or as may be expressly agreed in the future with respect to
the topics identified in the Exhibits and Schedules, the terms and conditions of the Existing Facility Documents shall remain
in full force and effect without amendment, supplement, waiver or other modification but subject to Section 3.10.


 


3.9           Qualified
Plan; Breach.


 


(a)          Subject
to Section 3.10 and Section 4.1, the CHC Parties agree to use their reasonable efforts to propose and seek confirmation of a Qualified
Plan pursuant to and subject to the terms and conditions of the Plan Support Agreement and this Term Sheet, provided that
in no event shall the foregoing be construed as limiting or otherwise modifying the fiduciary duties and obligations of the CHC
Parties in the Chapter 11 Case. Subject to the occurrence of the PSA Approval Date, Milestone in its individual capacity, and
the other Milestone Parties agree to support the filing, confirmation and consummation of a Qualified Plan proposed by the CHC
Parties in accordance with the terms and conditions of this Term Sheet and the Plan Support Agreement, provided that no
Fleet Event of Default occurs. For the avoidance of doubt, nothing in this Term Sheet shall affect Milestone’s duties and
obligations as a member of the Committee, it being understood that the foregoing shall not alter the Milestone Parties’
agreement, in their individual capacities, to support a Qualified Plan as set forth in the prior sentence. Any Qualified Plan
confirmed in the Chapter 11 Case shall provide that the Definitive Restructuring Documents in respect of the Committed Aircraft
shall be assumed as amended as contemplated pursuant to the terms hereof under Section 365 of the Bankruptcy Code by the reorganized
CHC Parties (or any applicable successor) on the Effective Date of such Qualified Plan and obligations under any guarantees, security
assignments and other security or support arrangements contained in or related to the Existing Facility Documents for such Committed
Aircraft, as amended to conform to the terms of the Definitive Restructuring Documents, shall be reinstated by the CHC Parties
or their successors pursuant to Section 1123(a)(2) of the Bankruptcy Code (subject to the limitation on administrative expense
priority claims in the last sentence of Section 3.9(b), it being understood and agreed that Facility Documents in respect of the
Incremental Aircraft are post-petition obligations and not subject to being so assumed).


 


(b)          In
the event of the occurrence of a Fleet Event of Default, the rights of the CHC Parties under the Facility Document for each Aircraft
shall automatically terminate, and the CHC Parties (which term, for purposes of this paragraph shall be deemed to include a chapter 7
trustee whether or not such trustee assumes or rejects such Existing Facility Documents) shall immediately surrender and return
each Aircraft, in accordance with the provisions of the applicable Facility Document for such Aircraft and this Term Sheet, the
CHC Parties shall within five (5) Business Days of such occurrence pay in cash to Milestone, as liquidated damages for breach
consisting of loss of future rent (which amount the parties hereto agree is reasonable in light of the anticipated loss of the
Milestone Parties’ bargain and actual harm caused by the breach), the Liquidated Damages Amount and the Milestone Parties
shall have an administrative expense claim under Sections 503(b)(1)(A) and 507(a)(1) of the Bankruptcy Code in the amount of the
Agreed Administrative Expense Claim; provided that, once paid, the Liquidated Damages Amount shall not be required to be
paid again from the Agreed Administrative Expense Claim.


 



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(c)          In
the event of a Material Breach Event of Default in respect of a Committed Aircraft or an Incremental Aircraft that is not a Fleet
Event of Default, the rights of the CHC Parties under the Facility Document for such Aircraft shall automatically terminate, and
the CHC Parties (which term, for purposes of this paragraph shall be deemed to include a chapter 7 trustee whether or not
such trustee assumes or rejects such Existing Facility Documents) shall immediately surrender and return such Aircraft in accordance
with the provisions of the applicable Facility Document for such Aircraft and this Term Sheet, and the Milestone Parties shall
have the right to receive immediately, as an administrative expense claim under Sections 503(b)(1)(A) and 507(a)(1) of the Bankruptcy
Code, that portion of the Agreed Administrative Expense Claim that is applicable to such Aircraft, exclusive, however, of the
Liquidated Damages Amount. For the avoidance of doubt, the amount payable under this Section 3.9(c) shall not be paid again if
and when the balance of the Agreed Administrative Expense Claim is paid.


 


(d)          Notwithstanding
that the Facility Documents in respect of the Incremental Aircraft are post-petition obligations of the CHC Parties, the Milestone
Parties’ agree that their maximum administrative expense priority claim due to a Liquidation Event of Default, a Fleet Event
of Default, a Plan Event of Default or Material Breach Event of Default (including any breach hereof) shall be limited to the
aggregate Agreed Administrative Expense Claim (including, without duplication, the Liquidated Damages Amount and the Grace Period
Fee) for all Committed Aircraft, Incremental Aircraft and Financed Aircraft.


 


3.10        Reservation
of Rights.


 


(a) Nothing herein
constitutes an assumption of the Existing Facility Documents under Section 365(a) of the Bankruptcy Code, or an acknowledgement
that Section 1110 of the Bankruptcy Code or the Convention on International Interests in Mobile Equipment and the Protocol to
the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment are applicable to the
Aircraft. Nothing contained herein constitutes a stipulation or admission that the Aircraft are entitled to the protection of
Section 1110 of the Bankruptcy Code or the Convention on International Interests in Mobile Equipment and the Protocol to the Convention
on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (and all rights of the parties with respect
thereto are fully reserved) or any admission or (except as provided in Sections 3.3(g) and 3.9) agreement as to the status of
any claims. For the avoidance of doubt, including following a Fleet Event of Default or a Material Breach Event of Default, whereupon
the Agreed Administrative Expense Claim, including the Liquidated Damages Amount in the case of a Fleet Event of Default, shall
be immediately due and payable, the Milestone Parties shall, notwithstanding anything to the contrary in Section 3.6 hereof, be
entitled to assert general unsecured claims for prepetition damages (including the filing of proofs of claim if prior proofs of
claim were withdrawn) in respect of all of the Committed Aircraft in the case of a Fleet Event of Default and the Committed Aircraft
(if applicable) to which such Material Breach Event of Default pertains in the case of a Material Breach Event of Default and
the rent and the scheduled lease expiry dates in respect of all of the Committed Aircraft in the case of a Fleet Event of Default,
or such Committed Aircraft in the case of a Material Breach Event of Default, shall be determined in accordance with the Existing
Facility Documents as in effect prior to the Petition Date and the CHC Parties shall retain all rights to dispute any such claims
and shall have the right to dispute the validity and amount of any such general unsecured claims asserted by the Milestone Parties,
other than the amounts and validity of the claims set forth on Exhibit C.


 



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(b)          In
the event that unforeseen circumstances make the CHC Parties’ fleet plan as envisaged by this Term Sheet and the Plan Support
Agreement not viable for the CHC Parties to continue, the Milestone Parties agree that the presentation to the Milestone Parties
by the CHC Parties of an alternative fleet plan proposal involving amendments to this Term Sheet will not in and of itself constitute
a Fleet Event of Default and that the Milestone Parties will consider such amendments in good faith, it being acknowledged and
agreed, however, by the CHC Parties that the Milestone Parties may in all cases act in their own interests and that the Milestone
Parties have no obligation whatsoever to accept or agree to such amendments, to negotiate such amendments in good faith or otherwise
to be reasonable in rejecting any one or all of such amendments and enforcing this Term Sheet in accordance with its terms and
conditions.


 


Part 4



Miscellaneous


 


4.1           Conditions.
The obligations of both parties hereunder are subject to the PSA Approval Date occurring by the date that is 31 days after the
date of this Term Sheet. If the PSA Approval Date does not occur by such date, either party may terminate this Term Sheet.


 


4.2           Transaction
Costs and Fees. On the date that is 10 Business Days after the PSA Approval Date, the CHC Parties shall pay to Milestone an
amount equal to $420,000 to be credited to the professional fees of all advisors to the Milestone Parties, including financial
advisory fees and expenses and legal fees and expenses of legal counsel to the Milestone Parties, incurred in connection with
the transactions contemplated hereby in respect of the Committed Aircraft and the Rejected Aircraft, including the fees and expenses
of Moelis & Company LLC, financial advisors to the Milestone Parties, Sidley Austin LLP, bankruptcy counsel to the Milestone
Parties, Clifford Chance US LLP and Clifford Chance LLP, lease counsel to the Milestone Parties and local counsel to the Milestone
Parties. Within 10 Business Days of the PSA Approval Date, the CHC Parties shall pay to Milestone an amount equal to $3,250,000
as a transaction fee and $500,000 in legal fees in respect of the Plan Support Agreement, and on the Effective Date the CHC Parties
shall pay to Milestone an additional $1,000,000 as an additional transaction fee. Other than as set forth herein and in the Plan
Support Agreement, the Milestone Parties shall have no further claims for professional fees and related expenses incurred in connection
with documenting and implementing (but not enforcement of) the transactions contemplated hereby in respect of the Committed Aircraft
and the Rejected Aircraft. Transaction fees and legal fees and expenses of the Milestone Parties incurred in connection with Incremental
Aircraft or Financed Aircraft shall be paid as provided in the Facility Documents therefor.


 



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4.3           Confidentiality.
The existence and terms of this Term Sheet are “Confidential Information” under and subject to the terms of the Confidentiality
Agreement, dated February 23, 2016 (as amended on August 16, 2016, the “Confidentiality Agreement”), between
CHC Leasing (Ireland) Limited and The Milestone Aviation Group Limited. The parties confirm that the Confidentiality Agreement
remains in full force and effect; provided, however, the parties (i) agree that each party may disclose Confidential Information
to the professional advisers retained by the Committee and (ii) agree to work in good faith to amend the Confidentiality Agreement
to permit certain participants in the Chapter 11 Case (as agreed to by the parties) to view a partially redacted version of this
Term Sheet. In addition, as each of the parties hereto acknowledges that this Term Sheet is itself, and this Term Sheet contains,
commercially sensitive and proprietary information, with respect to the Chapter 11 Case, each of the parties agrees to maintain
this Term Sheet and this information strictly confidential, and agrees to disclose it to no person other than: (i) the parties
to the Plan Support Agreement (ii) any person that has executed an accession and joinder to the Confidentiality Agreement in the
form appended thereto, (iii) the Bankruptcy Court during the course of the Chapter 11 Case, provided, however, that
no document relating to the proposed transactions (including this Term Sheet) shall be filed with the Bankruptcy Court (other
than a motion, in form and substance acceptable to the CHC Parties and the Milestone Parties, seeking protective order authority
to file this Term Sheet under seal, which motion shall not describe the specific economic elements of the transaction) unless
either (x) there has been obtained prior to the filing thereof an order of the Bankruptcy Court acceptable to the Milestone
Parties enabling the CHC Parties to file such document under seal or (y) portions of such filed documents mutually agreed upon
by the CHC Parties and the Milestone Parties are redacted, and (iv) the professional advisors of the Committee on a confidential
basis pursuant to a letter agreement entered into with the Committee acceptable to the CHC Parties and Milestone setting forth
a protocol for disclosure including the information that can be disclosed generally to the Committee and the information that
is subject to limited disclosure to only certain professional advisors to the Committee.



 


4.4           Miscellaneous.
This Term Sheet and the Plan Support Agreement constitute the entire agreement among the parties and supersede all prior understandings,
agreements or representations by or among the parties, written or oral, to the extent they have related in any way to the subject
matter hereof (except for the Facility Documents as amended hereby and the aforementioned Confidentiality Agreement). This Term
Sheet may not be amended or modified except by a writing signed by all parties hereto. This Term Sheet may be executed in one
or more counterparts (including by facsimile or electronic (e.g., pdf) transmission), each of which together or separately shall
constitute an original and, which taken together, shall be considered one and the same binding agreement. This Term Sheet shall
be binding upon and inure to the benefit of the parties hereto together with their respective successors and permitted assigns,
including any permitted transferee of the interest of any such person in the Aircraft or any Facility Document and any other person
asserting an interest in the Aircraft under the Facility Documents. Other than a party’s successors or permitted assigns
or unless expressly provided to the contrary in this Term Sheet, a person who is not a CHC Party or a Milestone Party has no rights
hereunder and is not a third party beneficiary hereof. Each of the parties hereto agrees that it shall cooperate in good faith
to implement and consummate the transactions contemplated hereby in a timely manner. The words “hereof”, “herein”
and “hereby” and words of similar import, when used in this Term Sheet, shall refer to this Term Sheet as a whole,
including all the Appendices, Schedules and Exhibits attached hereto, not to any particular provision of this Term Sheet. The
words “including” or “includes” shall not be limiting and shall mean “including without limitation”
or “includes without limitation.”


 



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4.5           Governing
Law. THIS TERM SHEET AND ANY CLAIM RELATED HERETO, WHETHER IN TORT OR CONTRACT, SHALL IN ALL RESPECTS BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
THIS TERM SHEET HAS BEEN DELIVERED IN THE STATE OF NEW YORK. Except during the pendency of the Chapter 11 Case, during which
the Bankruptcy Court shall have exclusive jurisdiction, in relation to any legal action or proceeding arising out of or in connection
with this Term Sheet, the subject matter hereof or any of the transactions contemplated hereby, each of the CHC Parties and the
Milestone Parties, to the maximum extent permitted by applicable Law, hereby (1) irrevocably submits itself to the non-exclusive
jurisdiction of each of the Supreme Court of the State of New York, New York County and the United States District Court for the
Southern District of New York, and other courts with jurisdiction to hear appeals from such courts and (2) waives, and agrees
not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Term
Sheet or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts. Each
party hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Term Sheet
or the subject matter hereof or any of the transactions contemplated hereby.


 


[Signature Pages Follow]


 




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	Agreed this _____ day of _____________ 20161	 	 
	 	 	 
	THE MILESTONE AVIATION GROUP LIMITED	 	CHC GROUP LTD.
	 	 	 
	By:	 	 	By:	 
	 	Name:	 	 	 	Name:	 
	 	Title:	 	 	 	Title:	 
	 	Location:  Dublin, Ireland	 	 	 


 





 






1          Note
to Draft: CHC Parties and Milestone Parties (including PK Finance and GE Capital entities) to sign a schedule to the PSA acknowledging
the terms herein and agreeing to be bound by such terms.


 




    - 17 -
[*] 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.


     


    

 


APPENDIX 1 

to

TERM SHEET


 


EXISTING LEASING TRANSACTIONS


 


	No.	MSN	A/C  Type	Aircraft
                                         Lease
	Date	Lessor
    	Lessee
    
	1.	[*]	S92	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Leasing (Ireland) Limited
	2.	[*]	S92	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Leasing (Ireland) Limited
	3.	[*]	AS332L2	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Leasing (Ireland) Limited
	4.	[*]	AS332L2	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	Heliworld
    Leasing Limited
	5.	[*]	AS332L2	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	Heliworld
    Leasing Limited
	6.	[*]	AS332L2	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	7.	[*]	EC225	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	8.	[*]	S76C++	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	9.	[*]	S76C++	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) SRL
	10.	[*]	AW139	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	Heliworld
    Leasing Limited
	11.	[*]	S92	Aircraft
    Lease Agreement	[*]	Milestone
    Export Leasing Limited 	CHC
    Helicopters (Barbados) Limited
	12.	[*]	S92	Aircraft
    Lease Agreement	[*]	Milestone
    Export Leasing Limited  	CHC
    Helicopters (Barbados) Limited
	13.	[*]	S92	Aircraft
    Lease Agreement	[*]	Milestone
    Export Leasing Limited 	CHC
    Helicopters (Barbados) Limited
	14.	[*]	AW139	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited



 



    App. 1-1
[*] 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.


     


    

 


	No.	MSN	A/C  Type	Aircraft
                                         Lease
	Date	Lessor
    	Lessee
    
	15.	[*]	S76C++	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	16.	[*]	S92	Aircraft
    Lease Agreement	[*]	Wells
    Fargo Bank Northwest, N.A., as Owner Trustee 	Heliworld
    Leasing Limited
	17.	[*]	AW139	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	18.	[*]	AW139	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	19.	[*]	S92	Aircraft
    Lease Agreement	[*]	Wells
    Fargo Bank Northwest, N.A., as Owner Trustee 	CHC
    Helicopters (Barbados) Limited
	20.	[*]	AS332L2	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	21.	[*]	S92	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	Heliworld
    Leasing Limited
	22.	[*]	S76C++	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	23.	[*]	S76C++	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	24.	[*]	S76C++	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	25.	[*]	S76C++	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	26.	[*]	EC225	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) SRL
	27.	[*]	AW139	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	28.	[*]	AW139	Aircraft
    Lease Agreement	[*]	Aircraft
    MSN 31208 Trust 	CHC
    Helicopters (Barbados) Limited
	29.	[*]	S92	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) SRL
	30.	[*]	EC225	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	31.	[*]	S92	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) SRL
	32.	[*]	EC225	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) SRL



 



    App. 1-2
[*] 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.


     


    

 


	No.	MSN	A/C  Type	Aircraft
                                         Lease
	Date	Lessor
    	Lessee
    
	33.	[*]	S92	Aircraft
    Lease Agreement	[*]	Wells
    Fargo Bank Northwest, N.A., as Owner Trustee 	Heli-One
    Canada ULC 
	34.	[*]	S92	Aircraft
    Lease Agreement	[*]	Wells
    Fargo Bank Northwest, N.A., as Owner Trustee 	Heli-One
    Canada ULC 
	35.	[*]	S76C++	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	36.	[*]	AW139	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) SRL
	37.	[*]	S92	Aircraft
    Lease Agreement	[*]	Wells
    Fargo Bank Northwest, N.A., as Owner Trustee 	CHC
    Helicopters (Barbados) SRL
	38.	[*]	AW139	Aircraft
    Lease Agreement	[*]	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) SRL
	39.	[*]	S92	Aircraft
    Lease Agreement	[*]	Wells
    Fargo Bank Northwest, N.A., as Owner Trustee 	CHC
    Helicopters (Barbados) SRL
	40.	[*]	AS332L2	Hire
    Purchase Agreement	[*]	GE
    Capital Equipment Finance Ltd.	CHC
    Helicopters (Barbados) Limited
	41.	[*]	S92	Hire
    Purchase Agreement	[*]	GE
    Capital Equipment Finance Limited	CHC
    Helicopters (Barbados) Limited
	42.	[*]	S92	Hire
    Purchase Agreement	[*]	GE
    European Equipment Finance (Aircraft No.2) Limited	CHC
    Helicopters (Barbados) Limited


 




    App. 1-3
[*] 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.


     


    

 


EXHIBIT A

to

TERM SHEET


 


CERTAIN AMENDED
LEASE TERMS FOR COMMITTED AIRCRAFT


 


The restructured lease
terms for the Committed Aircraft will be as set forth below:


 


	Committed Aircraft Amended
    Scheduled Expiry Date; Certain Termination Rights:	The
                                         scheduled expiry date for the lease of each Committed Aircraft shall be the applicable
                                         date set forth on Schedule A-1 hereto (with the applicable Facility Document being deemed
                                         amended where applicable to provide for such scheduled expiry date), as such dates may
                                         be extended in accordance with the provisions below (as so amended, the “Committed
                                         Aircraft Amended Scheduled Expiry Date”).

         

        The scheduled expiry dates for
        the leases of the Adjustable Term Committed Aircraft used to provide services to [*] shall be extended or reduced from
        the date shown on Schedule A-1 to coincide with the period that [*] requires such Aircraft for its operations.

         

	Extension
                                         Options:

         
	Upon
                                         at least 12 months irrevocable prior written notice and so long as no payment, insurance
                                         or bankruptcy Default and no Event of Default under and as defined or described in the
                                         Facility Documents for such Aircraft is in existence at the time of such notice, the
                                         applicable CHC Party shall have the option of extending the base term of the lease for
                                         any [*] Upon performance of such extension without the occurrence of an Event of Default,
                                         [*]

         

        Upon at least 12 months irrevocable
        prior written notice and so long as no payment, insurance or bankruptcy Default and no Event of Default under and as defined
        or described in any Facility Documents for such Aircraft is in existence at the time of such notice, the applicable CHC
        Party shall have the option of extending the base term of the lease for each of the Committed Aircraft designated [*]
        in Schedule A-1 for an additional [*] months at the Monthly Rent set forth in Schedule A-1 for such Committed Aircraft;
        provided, however, that the foregoing extension option shall not apply to any Adjustable Term Committed Aircraft.

         

        Except as expressly provided in
        this Exhibit A and as provided in the paragraph entitled [*] below, all terms and conditions of the Facility Documents
        for any Committed Aircraft for which the base lease term is extended as provided above shall remain unchanged and in full
        force and effect.

         

        Except as expressly provided above,
        all lessee extension options in the Existing Facility Documents shall be deleted or rendered ineffective.



  




    Exh. A-1
[*] 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.


     


    

  


	Committed Aircraft Amended Monthly Lease Payments:	Except
                                         as otherwise provided in Section 3.3 of the Term Sheet, the Monthly Rent payments for
                                         each Committed Aircraft (the “Committed Aircraft Amended Monthly Lease Rent”)
                                         for the period commencing on the PSA Approval Date to, but excluding, the applicable
                                         Committed Aircraft Amended Scheduled Expiry Date shall be the applicable Monthly (Basic)
                                         Rent amount set forth in Schedule A-1 hereto; [*]

         

	Modification Costs/ Redeployment
        Costs:

         
	For
                                    [*] Aircraft bearing [*], the applicable Milestone Party shall be responsible for the cost
                                    [*] set forth in Schedule A-3 [*]

         

        For the avoidance of doubt, all
        redeployment costs (including Milestone's legal fees and expenses) in respect of an Aircraft shall be payable by the applicable
        CHC Party [*]

         

	Other Payment Matters:

         
	[*]
	Financial Condition-Related Provisions:

         
	Any financial or other covenants in the Existing Facility Documents for
    the Hire Purchase Aircraft (or any other Existing Facility Documents) that require any CHC Party, any affiliate thereof or
    any operator of the Committed Aircraft to maintain [*]
	Return Condition Amendments:	In
                                    the case of each Committed Aircraft in respect of which the Existing Facility Documents provide
                                    for a return condition of [*] such return condition shall be deemed to be amended to provide
                                    [*] listed in Schedule A-5 hereto, only such that the applicable CHC Party’s payment
                                    obligation [*]

         

        Except as expressly provided under
        “Extension Options” above and below in Return Condition Amendments for Adjustable Term Aircraft, [*]

         

	Return Condition Amendments for Adjustable Term Committed Aircraft:	Notwithstanding
                                    the foregoing, in the case of each Adjustable Term Committed Aircraft used to provide services
                                    for [*] the return conditions in the Existing Facility Documents for such Aircraft shall be
                                    deleted and replaced with the following:

         

        [*]

         

        The lessee shall return the Adjustable
        Term Committed Aircraft to the lessor on the date provided in this Term Sheet.

         

        [*]



  




    Exh. A-2
[*] 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.


     


    

  


	Security Deposits:	Any
                                         security deposits with respect to any Committed Aircraft held under the applicable Existing
                                         Facility Documents shall be retained by the Milestone Parties and may be applied to and
                                         set off against the amounts owed by the CHC Parties to any of the Milestone Parties under
                                         the Existing Facility Documents in respect of Committed Aircraft or Rejected Aircraft
                                         prior to the Petition Date or otherwise to reduce the Milestone Parties’ unsecured
                                         pre-petition claim. For the avoidance of doubt, any security deposits or good faith deposits
                                         held by GE Capital Equipment Finance Ltd. or GE European Equipment Finance (Aircraft
                                         No. 2) Limited shall be retained by those entities and set off against the amounts owed
                                         by the CHC Parties to those entities.

         

        Any requirement in the Existing
        Facility Documents [*] are deemed deleted or rendered ineffective.

         

	Waiver:	To the extent, if any, that due solely to the execution or delivery of
    this Term Sheet or of the amendments to the Existing Facility Documents contemplated by this Term Sheet or to the extent,
    if any, due solely to such amendments, in and of themselves alone, any of the Milestone Parties, or any other Person indemnified
    by a CHC Party under the Facility Documents, suffers or incurs  any loss, cost, expense, liability, fee, tax, damage
    or claim of any kind and nature, character and description, whether sounding in tort, contract or under other applicable law,
    whether known or unknown, whether anticipated or unanticipated, whether presently existing or existing at any time in the
    future, whether or not asserted, and whether founded in fact or law or in equity, (y) consisting of its own personal loss,
    cost, expense, liability, fee, tax, damage or claim or (z) consisting of a loss, cost, expense, liability, fee, tax, damage
    or claim made against or suffered or incurred by it based on a claim under or in relation to a contractual or other relationship
    between a Milestone Party and a third party to which a CHC Party is not party or under or in relation to any financing arrangements
    of any Milestone Party, Milestone and the Milestone Parties (on behalf of themselves and their successors and assigns and,
    to the extent the applicable Milestone Party may effect this waiver under the Facility Documents or applicable law on their
    behalf, any other Person indemnified by a CHC Party under the Facility Documents) hereby waive any and all claims (including
    under any provision of any general indemnity, tax indemnity, reimbursement, rental or any other provisions of the Facility
    Documents) for any such  loss, cost, expense, liability, fee, tax, damage or claim, and all remedies in respect
    thereof, against CHC and the CHC Parties and their respective heirs, successors, assigns, affiliates, officers, directors,
    shareholders, associates, parents, subsidiaries, predecessors, employees, attorneys and agents; it being understood and agreed
    that the foregoing waiver does not apply with respect to (i) any obligation of any CHC Party or claim of any Milestone Party
    under this Term Sheet or under the Plan Support Agreement, including any of their obligations in respect of the Allowed General
    Unsecured Claims, claims referenced or reserved under Sections 3.3(g), 3.9(b) hereof or the Agreed Administrative Expense
    Claims, or (ii) any of the CHC Parties’  indemnification obligations under the Facility Documents other than those
    waived in clause (y) and (z), or (iii) a third-party claim against a Milestone Party (or indemnitee) made based on a contractual
    or other relationship of a CHC Party not involving any Milestone Party (or indemnitee); and in any event this waiver does
    not apply to any maintenance obligation of Heli-One or any obligation of Thai Aviation Services Co. Ltd.





 




    Exh. A-3
[*] 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.


     


    

  


	Purchase Options:	[*]

         

	Sub-Leases: 	CHC
                                    shall be permitted to amend any subleases, sub-subleases, etc., in order to reflect conforming
                                    changes necessitated from terms and conditions of this Exhibit A, including with respect to
                                    the Committed Aircraft Amended Scheduled Expiry Date and Committed Aircraft Amended Monthly
                                    Lease Rent. Drafts of any such proposed amendments shall be furnished to Milestone for review
                                    and approval (not to be unreasonably withheld or delayed) prior to execution.

         

	Change of Jurisdiction:	As
                                    set forth in Exhibit E.

         

	 	 
	Change of Head Lessee: 	Milestone
                                    will consider in good faith a change in the lessee entity of any Committed Aircraft to another
                                    CHC Group member.

         

	Events of Default:	The
                                    waivers and exceptions described in Sections 3.4 and 3.5 of the Term sheet will be incorporated
                                    into the amended Existing Facility Documents. [*]

         

	Lease Form:	Promptly after execution of this Term Sheet, Milestone and CHC shall
    negotiate in good faith with respect to a common form of lease to be put in place for all Committed Aircraft.  Such
    common form of lease shall be based on the existing lease agreement for the Committed Aircraft with [*] as such form of lease
    is amended to (i) [*] and (ii) [*] The terms and conditions of such common lease form shall be effected by amendment and restatement
    of the Existing Facility Documents or by an omnibus amendment if practicable. The parties shall discuss in good faith amendments
    permitting storage of the Aircraft in accordance with the manufacturer’s approved guidelines.


  




    Exh. A-4
[*] 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.


     


    

 


SCHEDULE A-1

to

TERM SHEET


 


COMMITTED AIRCRAFT


   


	No	MSN	Type	Return
    Conditions	YOM	Monthly
    Rent

    [*]	Expiry
    Date
	1.	[*]	AW139	[*]	[*]	[*]	[*]
	2.	[*]	AW139	[*]	[*]	[*]	[*]
	3.	[*]	AW139	[*]	[*]	[*]	[*]
	4.	[*]	AW139	[*]	[*]	[*]	[*]
	5.	[*]	AW139	[*]	[*]	[*]	[*]
	6.	[*]	AW139	[*]	[*]	[*]	[*]
	7.	[*]	AW139	[*]	[*]	[*]	[*]
	8.	[*]	AW139	[*]	[*]	[*]	[*]
	9.	[*]	S76C++	[*]	[*]	[*]	[*]
	10.	[*]	S76C++	[*]	[*]	[*]	[*]
	11.	[*]	S76C++	[*]	[*]	[*]	[*]
	12.	[*]	S76C++	[*]	[*]	[*]	[*]
	13.	[*]	S76C++	[*]	[*]	[*]	[*]
	14.	[*]	S76C++	[*]	[*]	[*]	[*]
	15.	[*]	S76C++	[*]	[*]	[*]	[*]
	16.	[*]	S92	[*]	[*]	[*]	[*]
	17.	[*]	S92	[*]	[*]	[*]	[*]
	18.	[*]	S92	[*]	[*]	[*]	[*]
	19.	[*]	S92	[*]	[*]	[*]	[*]
	20.	[*]	S92	[*]	[*]	[*]	[*]
	21.	[*]	S92	[*]	[*]	[*]	[*]
	22.	[*]	S92	[*]	[*]	[*]	[*]
	23.	[*]	S92	[*]	[*]	[*]	[*]
	24.	[*]	S92	[*]	[*]	[*]	[*]
	25.	[*]	S92	[*]	[*]	[*]	[*]
	26.	[*]	S92	[*]	[*]	[*]	[*]
	27.	[*]	S92	[*]	[*]	[*]	[*]
	28.	[*]	S92	[*]	[*]	[*]	[*]
	29.	[*]	S92	[*]	[*]	[*]	[*]
	30.	[*]	S92	[*]	[*]	[*]	[*]
	31.	[*]	S92	[*]	[*]	[*]	[*]


 


[*]


 




    Sch. A-1-1
[*] 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.


     


    

  


SCHEDULE A-2

to

TERM SHEET


 


PROCEDURES FOR DETERMINATION OF FAIR
MARKET RENTAL


 


[*]


 




    Sch. A-2-1
[*] 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.


     


    

  


SCHEDULE A-3

to

TERM SHEET


 


AIRCRAFT MODIFICATIONS


 


	No.	MSN	Type	Configuration	Modifications	Estimated
    Cost of Parts ($)
	1.	[*]	AW139	Offshore	[*]	[*]
	2.	[*]	AW139	Offshore	[*]	[*]
	3.	[*]	AW139	Offshore	[*]	[*]


  




    Sch. A-3-1
[*] 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.


     


    

  


SCHEDULE A-4

to

TERM SHEET


 


RETURN CONDITIONS AMENDMENTS


 


[*]


 




    Sch. A-4-1
[*] 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.


     


    

 


SCHEDULE A-5

to

TERM SHEET


 


LIST OF MAJOR DYNAMIC COMPONENTS


 


[*]


 




    Sch. A-5-1
[*] 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.


     


    

  


EXHIBIT B 

to

Term Sheet


 


PK FINANCING COMMITMENT
LETTER





 


		[*]	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.


 





PK AirFinance


 


COMMITMENT LETTER


4 October, 2016


CHC Group Ltd. (the "Customer")


 


$150 MILLION SENIOR SECURED TERM AIRCRAFT
LOAN 


 


To whom it may concern,


In connection with that certain Plan Support
Agreement, dated as of [_____], 2016 by and among [ ] (the “PSA”) and the associated Term Sheet between CHC Group
Ltd. and The Milestone Aviation Group Limited Regarding Restructuring of Lease Transactions for Certain Rotor Wing Aircraft and
Certain Other Transactions, dated [____] 2016 (the “Restructuring Term Sheet”), we are providing this commitment
letter (the "Commitment Letter") to advise you that we will make available a senior secured term loan facility
on the following terms and conditions. Please note that the financing structure outlined in this Commitment Letter is subject
to changes based on our legal and tax advice and on other conditions specified in the Other Conditions section below.


 


Parties
to the Transaction


 


	Borrower:	A
    special purpose company incorporated in Ireland wholly-owned by the Customer. The Borrower will hold legal and beneficial
    title to each of the Aircraft.
	 	 
	Guarantor:	All
    obligations of the Borrower in respect of the transaction shall be irrevocably and unconditionally guaranteed by the Customer.
	 	 
	Lessee:	[TBC
    which CHC entity/ies has contracts]
	 	 
	Agent/Security
    Trustee:	PK
    AirFinance S.a r.l. a wholly owned subsidiary of General Electric Capital Corporation ("GECC") or any affiliate
    of it ("PK AirFinance").
	 	 
	Lenders:
    	PK Transportation Finance Ireland
        Ltd and/or a group of other lenders to be arranged by PK AirFinance. Lenders shall provide a senior secured term loan
        to the Borrower.

         

        (In this Commitment Letter (i)
        Agent, Security Trustee and Lenders are collectively referred to as the "Finance Parties" and (ii) Borrower,
        Guarantor and Lessee are collectively referred to as the "Obligors").



 




     Exh. B-1
[*] 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.


     


    

  


Transaction


 


	Purpose:	Senior
    secured term loan facility (the "Facility") to refinance and/or finance the Aircraft to be utilised through
    one drawdown per Aircraft.
	 	 
	Aircraft:	Four (4) S92 [*] (the [*] Aircraft").

         

        Two (2) S92 [*] on contract with
        [ ] (the [*] Aircraft"). [*]

         

        Additional Eligible Aircraft as
        agreed between Lender and Customer. "Eligible Aircraft" means, provided that such model is not subject
        to a grounding order:

         

        (a)       S92A
        with year of manufacture of 2010 or younger

         

        (b)       AW139
        with year of manufacture of 2010 or younger

         

        (c)       AW189
        with year of manufacture of 2010 or younger.

         

        An Eligible Aircraft must be employed
        on an operating contract with not less than 12 months remaining until the scheduled termination date of that contract.

         

        Any such additional aircraft that
        becomes subject to the Facility being an "Additional Aircraft".

	 	 
	Loan
    Amount:	Up to $150,000,000 in the aggregate,
        divided into multiple tranches (one per Aircraft) as described below.

         

        The Loan Amount for each of the
        [*] Aircraft will be equal to [*]

         

        The Loan Amount for the [*] Aircraft
        shall be [*]

         

        The Loan Amount for each of the
        Additional Aircraft will be equal to [*]

	 	 
	 	In
    the event that at any time (whether by failure to purchase, event of loss, voluntary prepayment or otherwise), there shall
    be less than four Aircraft financed under the Facility contemplated hereby, the Reduced Aircraft Collateral Provisions
    set forth below shall be applicable.
	 	 
	 	PK
    AirFinance shall have the right to divide any loan (or any portion thereof) into two or more tranches bearing different margins
    and priority and/or to have a portion of the margin payable to it and/or the Lenders by way of a separate fee, provided that
    the Loan Amount being made available to the Borrower and the aggregate amount of margin, amortization, timing of payments
    of principal and interest, repayment terms and fees payable by the Borrower in connection with this Facility and all other
    rights of the Borrower shall be unaffected. 


 




     Exh. B-2
[*] 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.


     


    

 


	Appraised
    Value:	The
    average of the current market values for an Aircraft provided by Ascend and Heli-Values  no less than 30 days before
    the Closing Date for such Aircraft [*]
	 	 
	Closing
    Date:	The
    utilisation date for the Loan Amount in respect of each Aircraft which shall occur no later than 120 days after the Effective
    Date (as defined in the Restructuring Term Sheet) of a Qualified Plan (as defined in the Restructuring Term Sheet).  The
    final date for the drawdown of the first Aircraft is March 31, 2017 and the final date for the drawdown of the last Aircraft
    is 120 days after the Effective Date.
	 	 
	Term:	5
    years from the Closing Date of each Aircraft (the "Scheduled Expiry Date"). [*]  Any extension
    of the term of the Loan in respect of any Aircraft will be subject to receipt by Lenders of all necessary internal credit
    approvals.
	 	 
	Repayment:	After
    a six month period of interest only, the Loan Amount shall be repaid in equal instalments of principal payable in arrears,
    sufficient to amortize the principal balance to a "balloon" of [*] of the applicable Loan Amount, payable at the
    end of the Term.
	 	 
	Interest:	Interest
    will be payable in arrears on each date falling at intervals of one month from the Closing Date at the Interest Rate.
	 	 
	Interest
    Rate:	3 month LIBOR plus Margin;

         

        or at Customer election not less
        than two (2) business days prior to the Closing Date:

         

        The rate determined by Lender
        (which will be provided to and accepted by the Borrower before converting to a fixed interest rate) according to interest
        rate swap market conditions two London business days prior to the Closing Date as the fixed rate of an interest rate swap
        for the Term up to the Scheduled Expiry Date, calculated on a 360-day year and 30 days elapsed in respect of an amount
        equal to the principal amount of the relevant Loan scheduled to be outstanding on each such Interest Payment Date versus
        the sum of (1) USD LIBOR-ICE Rates for the applicable Interest Period calculated on an actual over 360-day basis and (2)
        the Margin plus the Fixed Rate Credit Premium.

         

        In case of LIBOR being below zero
        (0), the applicable LIBOR rate should be deemed zero (0). Market disruption provisions will apply to the Loan.



 




     Exh. B-3
[*] 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.


     


    

 


	Margin:	[*]

         

        The Margin may be adjusted proportionately
        due to any material change in Lender’s cost of funds (as determined by movements in GE's publicly traded debt) from
        the date of this Commitment Letter to the Closing Date.

	 	 
	Fixed Rate Credit
    Premium:	[*]
	 	 
	Default Rate:	[*] per annum above
    Margin plus applicable LIBOR on overdue amounts.
	 	 
	Basis:	Actual/360 for a
    floating rate loan, 30/360 for a fixed rate loan.
	 	 
	Business Days:	Days on which banks
    in New York, New York are open for business, except that with respect to the setting of the Interest Rate, "Business
    Days" shall include days on which the foreign exchange markets in London, England are open for business.
	 	 
	Prepayment:	The Loan must be
    prepaid upon the occurrence of an event of loss or upon certain illegality/unenforceability events. 
	 	 
	 	[*]

                                     

                                    Upon any prepayment, in whole or in part, of the Loan where the interest rate is fixed, breakage costs will be payable applicable to an assumed ISDA 2002 standard swap on the terms contemplated above. In addition, prepayment on a date which is not an Interest Payment Date shall be subject to reimbursing the Lenders' costs for re-employing the funds. 

	 	 
	 	In the event of a voluntary prepayment,
        a Prepayment Fee shall be payable on amount prepaid as follows:

         

        [*]

         

        [*]

	 	 
	 	All prepayments
    and commitment reductions are subject to minimum amount and notice requirements consistent with the provisions to be set forth
    in the Transaction Documents.


 




     Exh. B-4
[*] 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.


     


    

 


	Reduced
    Aircraft Collateral:	If the
    Loan Amount with respect to any Aircraft is prepaid for any reason or is the Loan Amount not utilised for any reason, if the
    remaining Aircraft collectively do not meet a loan to value test (set at [*] Borrower shall pay to Agent [*] of the outstanding
    principal amount of the Loan with respect to such Aircraft that is no longer subject to the Collateral (or the amount which
    would have been advanced in the case of the Loan Amount not being utilised), plus interest and breakage costs (if any) with
    respect thereto and all reasonable out-of-pocket costs incurred by Finance Parties in connection therewith (including, but
    not limited to, the reasonable fees and expenses of counsel to Agent). Such [*] in excess of such principal amount of such
    portion of the Loan to the extent paid to Agent and, at the Borrower's election, either shall be held by the Security Trustee
    as cash collateral to secure the obligations of Borrower for the remaining Aircraft or, if Borrower pays all related accrued
    unpaid interest on the amount of the Loan so prepaid and all breakage costs incurred in connection with such prepayment, shall
    be applied as a prepayment of the principal of the portion of the Loan for the remaining Aircraft in the amount of such [*]
    (allocated equally amongst the remaining Aircraft).
	 	 
	Fees and expenses:	An Arrangement Fee
    of 2% of the maximum available Loan Amount, which is payable on the date the Facility Agreement is signed.
	 	 
	 	A Commitment Fee
    of 0.75% p.a. accruing from the date of this Commitment Letter increasing to 1.25% p.a from the Effective Date, calculated
    on the unused amount of the loan commitment amount under the Facility until drawdown of the relevant Loan, which is payable
    on each Closing Date or upon expiry or cancellation of the commitments. The Borrower may voluntarily reduce the amount and/or
    duration of the Lender’s lending commitment or not draw in full the Facility but if such reduction or cancellation occurs
    after the Effective Date the Borrower shall pay to Lender a cancellation fee equal to 4% of the amount so cancelled or not
    utilised at the end of the Availability Period. 
	 	 
	 	Expenses incurred
    by the Finance Parties in connection with the preparation, syndication, negotiation, documentation, maintenance, preservation
    of rights, enforcement and/or unwinding of this transaction (including this Commitment Letter) shall be paid or reimbursed
    by Borrower on demand and shall include, but not be limited to, reasonable legal fees and expenses, filing and recordation
    costs/taxes, stamp duties, notarial fees, appraisal or inspection expenses, and out-of-pocket expenses. 
	 	 
	Collateral Security:	A fully perfected
    first priority security interest in the Aircraft and [*]
	 	 
	 	[*]
	 	 
	 	[*]
	 	 
	 	[*]
	 	 
	 	[*]



 




     Exh. B-5
[*] 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.


     


    

 


	 	[*]
	 	 
	 	[*]
	 	 
	 	[*]


  


	 	A Guarantee
    and indemnity from the Guarantor to the Lenders for the Borrower’s liability to the Lenders.  If there is
    more than one Borrower each shall cross-guarantee the others' obligations.
	 	 
	 	Each Borrower/Lessor shall provide
        and/or cause Lessee to provide deregistration powers of attorney (including, if the Operating Leases are eligible for
        registration under the Cape Town Convention (as defined below), an international deregistration and export authorisation
        complying with the requirements of the Cape Town Convention (as defined below)) and such other consents from the Aviation
        Authority to export and deregistration of the Aircraft as the Lender shall request.

         

        All security provided must be
        registered and perfected to the fullest extent permitted by applicable laws and regulations consistently with prudent
        practice (including on the Cape Town International Registry if and when applicable with priority over all previously registered
        interests).

	 	 
	Financial Covenants:	[*]
	 	 
	Maintenance and
    Records:	The Borrower shall
    maintain, operate, repair and overhaul the Aircraft during the Term, at its expense, in accordance with its approved maintenance
    program and in compliance with all mandatory regulations and directives of the relevant aviation authority. [*]
	 	 
	Registration:	The Aircraft shall
    at all times be operated in compliance with the laws of the State of Registration and any laws binding on the Finance Parties
    and the Borrower (including any EU/US trade regulations).
	 	 
	State of Registration:	Ireland (or such
    other jurisdictions as Agent shall consent to in writing).
	 	 
	Insurances: 	[*]
	 	 
	 	[*]
	 	 
	 	[*]
	 	 
	 	[*]


 




     Exh. B-6
[*] 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.


     


    

 


	Events
    of Default:	Customary
    events of default for a facility of this nature, including, without limitation, non-payment, failure to maintain insurance,
    misrepresentation, breach of covenant, insolvency, and change of control (subject to certain exclusions), subject to customary
    grace periods to be agreed in documentation.
	 	 
	Transfer:	A Lender shall have
    the right to transfer all or a portion of the Loan and assign its related rights under the loan agreement and other Transaction
    Documents to any person (including an affiliate, another lender or a third party), and shall have the right to participate
    (or sub-participate) all or a portion of its interest in the Loan to any person, all without the consent of Borrower or Guarantor;
    provided that such assignment does not result, at the time of such transfer or participation, in increased costs for
    or obligations of Borrower, which it would not have incurred if such assignment or participation had not taken place. 
	 	 
	Quiet Enjoyment:	The Security Trustee
    will provide a customary quiet enjoyment undertaking in favour of the Borrower. 
	 	 
	Governing Law/Jurisdiction:	English law. LCIA
    Arbitration or at option of Agent the courts of London in England
	 	 
	Transaction Documents:	A set of documents,
    satisfactory to the parties, including the terms and conditions as set forth herein, together with customary international
    aircraft loan financing terms and conditions (including customary representations, covenants, information undertakings, indemnities
    and yield protection and conditions precedent).
	 	 
	Lender's Counsel:	Clifford Chance
    LLP
	 	 
	Other Conditions:	(a)       Satisfactory
    due diligence on the Customer and the Borrower. In this regard the Finance Parties may be required to comply with all applicable
    statutory and regulatory requirements concerning "knowing your customer", deterring money laundering, deterring
    financing of terrorist or criminal activities and similar requirements ("KYC Laws"). Each of Customer and
    Borrower agrees to co-operate in providing the Finance Parties all information any of them may reasonably request to complete
    all required KYC Law checks. Each of Customer and Borrower acknowledge and accept that a Financing Party will not be able
    to proceed with the contemplated transaction unless it has received all requested and information.
	 	 
	 	(b)      Lender's
    satisfactory prior review of the Aircraft Detail Specification.  The initial loan amount are subject to changes
    depending upon the actual aircraft specification.


 




     Exh. B-7
[*] 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.


     


    

 


	 	(c)       Satisfactory
    evidence that any existing financing over the Aircraft has been or will be repaid, and any related security over the Aircraft
    and related Collateral discharged, concurrently with the closing.
	 	 
	 	(d)       Satisfactory
    Transaction Documents.
	 	 
	 	(e)       Satisfactory
    legal opinions.
	 	 
	 	(f)       The
        occurrence of the Effective Date (as defined in the Restructuring Term Sheet) of a Qualified Plan (as defined in the Restructuring
        Term Sheet).

         

        (g)      Satisfaction
        of all conditions precedent (or waiver thereof by Lender) contained in the Transaction Documents.

	 	 
	Validity:	This proposal will
    expire 60 days after the date hereof at 5:00 p.m. (CET), unless written acceptance hereof is received from Customer prior
    to such time.
	 	 
	Material Adverse
    Change:	If at any time after
    the Effective Date PK AirFinance determines, in its sole judgment, that a material adverse change has occurred in the financial
    or operational condition or prospects of the Customer or the Guarantor in any of such person's ability to perform its obligations
    under the relevant documents, or in the Finance Parties' rights or remedies, or in the value of the aircraft or other collateral
    securing the facility, or in the financial markets generally, then PK AirFinance (and each Lender) shall have the right to
    terminate any commitment it may have made to make any loan without any obligation or liability whatsoever.
	 	 
	Financial Market
    Disruption:	These terms assume that the financial,
        banking and capital markets will function in a regular manner so that funds will be available to allow Lenders to fund
        the Loan. At any time prior to the Closing Date, should there be disruption in any of these markets, resulting in any
        Lender being constrained from raising funds then PK AirFinance shall notify the Borrower, giving particulars of the relevant
        circumstances. Any undrawn amounts of the Loan shall not be borrowed until PK AirFinance gives notice to the Borrower
        that funding of the Loan is no longer constrained by market disruption.

         

        If any disruption in the financial,
        banking and capital markets occurs prior to the Closing Date the Lender may after consultation with the Borrower adjust
        the Margin hereunder to reflect the increased Lender's cost of funds (such adjustment to last only for so long as such
        market disruption is continuing).



 




     Exh. B-8
[*] 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.


     


    

 


	Approval:	PK AirFinance
    may require that the Aircraft be appraised or inspected by an independent appraiser and that the results thereof be acceptable
    to it.  In such event, PK AirFinance will arrange for its inspector to contact Customer to determine when and where
    such an inspection could take place.  Customer agrees to reimburse the reasonable costs of such appraisal and inspection,
    if any, whether or not any of the above conditions are satisfied.
	 	 
	Confidentiality:	Each of the Customer
    and Guarantor shall keep this Commitment Letter and the information contained herein confidential and not disclose it to any
    person or entity except (i) to its affiliates and its and their officers, directors, employees, members, partners and legal
    counsel, (ii) as and to the extent required by law or legal process as determined by such party on the advice of legal counsel,
    (iii) the parties to the Plan Support Agreement, (iv) any person that has executed an accession and joinder to the Confidentiality
    Agreement dated February 23, 2016 (as amended on August 16, 2016) in the form appended thereto, (v) the bankruptcy court during
    the course of the chapter 11 case, provided, however, that no document relating to the proposed transaction (including
    this Commitment Letter) shall be filed with the bankruptcy court (other than a motion, in form and substance acceptable to
    the Customer and PK AirFinance, seeking protective order authority to file this Commitment Letter under seal, which motion
    shall not describe the specific economic elements of the transaction) unless either (x) there has been obtained prior
    to the filing thereof an order of the bankruptcy court acceptable to PK AirFinance enabling the Customer to file such document
    under seal or (y) portions of such filed documents mutually agreed upon by the Customer and PK AirFinance are redacted, and
    (iv) the professional advisors of the statutory committee of unsecured creditors appointed by the U.S. Trustee in the chapter
    11 case (the “Committee”) on a confidential basis pursuant to a letter agreement entered into with the
    Committee acceptable to the Customer and PK AirFinance setting forth a protocol for disclosure including the information that
    can be disclosed generally to the Committee and the information that is subject to limited disclosure to only certain professional
    advisors to the Committee.


 


The Customer agrees to reimburse the Finance
Parties for any legal fees and expenses incurred after acceptance of this Commitment Letter, if this transaction is not completed
for any reason other than the failure of the Lender to obtain internal credit approval as outlined above.


 


The Borrower and Customer each acknowledge
that PK AirFinance may syndicate the Facility to potential lenders and authorises PK AirFinance to discuss the terms of the Facility
and the Transaction with, and to disclose those terms to, potential lenders in order to facilitate such syndication, subject to
the potential lenders being subject to a confidentiality undertaking with PK on corresponding terms.


 




     Exh. B-9
[*] 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.


     


    

 


This Commitment Letter and its contents
shall be governed by English law, and are intended for the exclusive use of the Customer and may not be relied upon or enforced
by any other person. There shall be no third party beneficiaries of this Commitment Letter.


 


The foregoing offer may be accepted before
the time specified in the Validity section above by (i) signing and returning to us the enclosed copy of this Commitment
Letter, and (ii) obtaining entry of an order permitting the Customer to enter into this Commitment Letter; upon satisfaction of
clauses (i) and (ii) of this paragraph, this Commitment Letter will become a binding agreement between us. If this Commitment
Letter has not been accepted as described in the preceding sentence on or before such date, this offer will terminate on such
date, but such offer will not be withdrawn or terminated prior to such date. The provisions of this Commitment Letter providing
for Customer to pay the fees and expenses and Customer undertakings with regards to confidentiality shall be binding obligations
from and after the execution and delivery of this Commitment Letter.


 


Sincerely


 


PK Transportation Finance Ireland Ltd.


 


	By:	 	 
	 	 	 
	Title:	 	 


 


Agreed and accepted,


 


CHC Group, Ltd.


 


	By:	 	 
	 	 	 
	Title:	 	 


 




     Exh. B-10
[*] 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.


     


    

 


EXHIBIT C

to

TERM SHEET


 


ALLOWED
GENERAL UNSECURED CLAIMS


 


	Debtor	Claim
    Amount
	Guarantor
    Claim
	CHC
    Group Ltd.	$228,706,852.10
	6922767
    Holding SARL	$28,212,134.82
	CHC
    Helicopter S.A. 	$10,081,013.08
	Headlessee
    Claim
	Heliworld
    Leasing Limited (UK)	$45,308,320.28
	CHC
    Helicopters (Barbados) Limited	$131,609,764.81
	CHC
    Helicopters (Barbados) SRL	$72,319,454.56
	CHC
    Leasing (Ireland) Limited 	$2,486,362.48
	Heli-One
    Canada ULC 	$15,276,097.88


 




    Exh. C-1
[*] 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.


     


    

 





SCHEDULE C

to

TERM SHEET


 


REJECTED AIRCRAFT



 


	 

        No.
	MSN	A/C 
    Type	 

        Aircraft Lease
	Date	Lessor
    	Lessee
    
	1.	2393	AS332L2	Aircraft
    Lease Agreement	September
    1, 2011	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	2.	2601	AS332L2	Aircraft
    Lease Agreement	October
    28, 2011	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	Heliworld
    Leasing Limited
	3.	2592	AS332L2	Aircraft
    Lease Agreement	December
    9, 2011	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	Heliworld
    Leasing Limited
	4.	2617	AS332L2	Aircraft
    Lease Agreement	September
    28, 2012	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	5.	2398	AS332L2	Aircraft
    Lease Agreement	April
    29, 2013	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	6.	2613	AS332L2	Hire
    Purchase Agreement	October
    31, 2012	GE
    Capital Equipment Finance Ltd.	CHC
    Helicopters (Barbados) Limited
	7.	2899	EC225	Aircraft
    Lease Agreement	January
    24, 2014	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	8.	2681	EC225	Aircraft
    Lease Agreement	October
    10, 2012	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) Limited
	9.	2890	EC225	Aircraft
    Lease Agreement	November
    27, 2013	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) SRL
	10.	2911	EC225	Aircraft
    Lease Agreement	April
    30, 2014	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) SRL
	11.	760622	S76C++	Aircraft
    Lease Agreement	November
    8, 2012	Wilmington
    Trust SP Services (Dublin) Limited, as Initial Trustee 	CHC
    Helicopters (Barbados) SRL


 


 




     Sch. C-2
[*] 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.


     


    

 


EXHIBIT D

to

TERM SHEET


 


TERMS AND CONDITIONS
APPLICABLE TO INCREMENTAL AIRCRAFT 

(INCLUDING ADDITIONAL UNDESIGNATED AIRCRAFT 

AND ADDITIONAL [*] AIRCRAFT)


 


The Incremental Aircraft set forth on
Schedule D-1 hereto shall be leased by the applicable Milestone Party to the applicable CHC Party under leases, each with the
scheduled delivery month, Monthly (Basic) Rent (which for the avoidance of doubt will be payable in cash monthly in advance),
scheduled delivery month, Basic Term, Agreed Value and security deposit set forth on Schedule D-1 hereto. In the event that the
Incremental Aircraft with [*] are not delivered by [*] and in the event that any other Incremental Aircraft is not delivered [*].


 


	Modifications:	CHC
                                         shall accept the aircraft with [*] in their existing configuration as modified as set
                                         forth on Schedule D-1 prior to delivery of such aircraft.

         

        CHC shall enter into an indemnity
        agreement indemnifying the Milestone Parties for (i) modification costs associated with configuring the Incremental Aircraft
        [*] and (ii) costs of painting the Incremental Aircraft [*] in CHC’s livery, should the applicable CHC Party fail
        to take delivery of such Incremental Aircraft in breach of this Term Sheet or the applicable lease.

         

	Security Deposit: 	The applicable lessee shall pay, on or around the applicable Incremental
    Aircraft Delivery Date, a security deposit in respect of such Incremental Aircraft to Milestone, in the amount set out in
    Schedule D-1 hereto (the “Incremental Aircraft Security Deposit”). The lessee shall have the option to
    provide a letter of credit in place of the Incremental Aircraft Security Deposit. The form of such letter of credit and any
    issuer requirements shall be set out in the Incremental Aircraft Lease Documents.
	 	 
	Specification: 	As per Schedule D-1. [*]
	 	 
	Return Conditions:	The Facility Documents for each new Incremental Aircraft shall require
    [*]
	 	 
	Transportation:	CHC shall accept delivery of the Incremental Aircraft at the manufacturer
    or another location reasonably acceptable to CHC that is the place of redelivery by the current operator. [*]


  




     Exh. D-1
[*] 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.


     


    

  


	Conditions Precedent and Representations and
    Warranties: 	The
                                         material adverse change condition precedents and representations and warranties in the
                                         Facility Documents for the Incremental Aircraft will be determined with reference to
                                         the PSA Approval Date with respect to any date prior to the Effective Date and with respect
                                         to any date on or after the Effective Date will be determined with reference to the Effective
                                         Date. The other conditions precedent and representations and warranties will be revised
                                         to reflect the existence of the Chapter 11 Case if applicable and the jurisdictions in
                                         which the Aircraft will be registered and in which the applicable CHC Party is organized.

         

	Documentation:	Documentation to be based on the form of lease and
    related documents referred to in the paragraph in Exhibit A entitled “Lease Form,” including any amendments thereto
    referred to therein (the “Incremental Aircraft Lease Documents”), [*] The Incremental Aircraft Lease Documents
    shall otherwise reflect the terms of this Exhibit D, the amendments for the Committed Aircraft described in Exhibit A that
    are applicable to all Aircraft, and shall reflect the terms of the Existing Facility Documents for the Committed Aircraft
    with [*]


 


For terms related to Additional Undesignated
Aircraft, please see Schedule D-2.


 


For terms related to Additional [*] Aircraft,
please see Schedule D-3.


 


For Incremental Aircraft Specifications,
please see the specifications separately provided by Milestone.


 






     Exh. D-2
[*] 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.


     


    




 


SCHEDULE D-1

to

TERM SHEET


 


INCREMENTAL AIRCRAFT



 





	No.	MSN	Type	Year
    of

    Manufacture	Monthly Basic

        Rent
	Scheduled

        Delivery

        Month
	Basic Term

        (Months)
	Agreed Value*
    

    (USD)	Security

        Deposit
	Comments
	1.	[*]	S92	[*]	[*]	[*]	[*]	[*]	[*]	[*]
	2.	[*]	S92	[*]	[*]	[*]	[*]	[*]	[*]
	3.	[*]	S92	[*]	[*]	[*]	[*]	[*]	[*]
	4.	[*]	S92	[*]	[*]	[*]	[*]	[*]	[*]
	5.	[*]	S92	[*]	[*]	[*]	[*]	[*]	[*]
	6.	[*]	S92	[*]	[*]	[*]	[*]	[*]	[*]
	7.	[*]	AW139	[*]	[*]	[*]	[*]	[*]	[*]
	8.	[*]	AW139	[*]	[*]	[*]	[*]	[*]	[*]


 


[*]


 




     Sch. D-1-1
[*] 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.


     


    

 


SCHEDULE D-2

to

TERM SHEET


 


ADDITIONAL UNDESIGNATED AIRCRAFT


 


It is anticipated that the Milestone Parties
and the CHC Parties may agree to enter into leases of additional Incremental Aircraft of the types described below, with the specification
described below and up to the number of units described below (each, an “Additional Undesignated Aircraft”).
[*]


 


	Type	Number
                                         of

        Units
	Monthly

        Basic Rent
	Minimum

        Basic Term

        (Months)
	Security

        Deposit
	Aircraft
    Specification
	S92	[*]	[*]	[*]	

     [*]	[*]
	AW189	[*]	[*]	[*]	[*]
	H175	[*]	[*]	[*]
	H145	[*]	[*]	[*]


 


Monthly Basic Rent [*]


 


[*]


 


Modifications


 


To the extent that the applicable CHC
Party’s operational needs require modifications [*] the CHC Party shall enter into an indemnity agreement indemnifying the
Milestone Parties for such modification cost and return should the CHC Party fail to take delivery of such Additional Undesignated
Aircraft.


 


To the extent that the applicable CHC
Party’s operational needs require modifications [*] the CHC Party shall enter into an indemnity agreement indemnifying the
Milestone Parties for such modification cost and return should the CHC Party fail to take delivery of such Additional Undesignated
Aircraft.


 




     Sch. D-2-1
[*] 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.


     


    

 


SCHEDULE D-3

to

TERM SHEET


 


ADDITIONAL [*] AIRCRAFT


 


In the event that the CHC Parties require
any leased [*] Aircraft for an existing or new contract, such CHC Party shall notify Milestone of such requirement as soon as
reasonably practicable. [*]


 


In the event that Milestone does have
a suitable [*] Aircraft available (or will have it available on a timely basis at its cost) and has provided the notice required
above, the applicable CHC Party and the applicable Milestone Party shall enter into a lease agreement [*]


 


The Milestone Parties further acknowledge
and agree that in the event that the applicable CHC Party requires [*]


 


The obligations of the CHC Parties set
forth in this Schedule D-3 will terminate on [*] Milestone shall notify the CHC Parties of any such termination. 


 




     Sch. D-3-1
[*] 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.


     


    

 


EXHIBIT E

to

TERM SHEET



LEASE AMENDMENTS


 


Each of the Leases constituting Existing
Facility Documents [*] shall be amended as follows:


 


[*]


 


(2)    the definitions
of “Premium 1 Location”, “Premium 2 Location” and “Premium 3 Location” shall be deleted in
their entirety and any and all references to such terms shall be deemed to have been deleted;


 


[*]


 


(4)   in Section 13(a)(19),
the words “or if applicable the Additional Deposit” shall be deleted;


 


(5)   in Sections 13(b)(1)(vii)
and Section 13(b)(5), the words “any Additional Deposit,” shall be deleted;


 


[*]


 


(7)   the text in Exhibit
12 shall be deleted in its entirety and replaced with the words “Intentionally deleted”; and


 


(8)   the provisions in
the respect of the Loaner and Replacement Engine in Section 1(c) and Section 1(d) of the Maintenance and Return Conditions Addendum
shall be deleted in their entirety and replaced with the following:


 


[*]


 




     Exh. E-1
[*] 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.


     


    

 


EXHIBIT F

to

TERM SHEET



SCHEDULE OF MAINTENANCE RATES BY AIRCRAFT TYPE


 


	No.	Aircraft
    Type	Flight
    Hour Maintenance Rate
	1.	S92	[*]
	2.	S76C++	[*]
	3.	H225	[*]
	4.	AW139	[*]


  








     Exh. F-1
[*] 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.


     


    









  


EXHIBIT D


 


FORM OF JOINDER AGREEMENT FOR CONSENTING
CREDITOR PARTIES


 


This Joinder Agreement
to the Plan Support Agreement, dated as of [_______], 2016 (as amended, supplemented or otherwise modified from time to time,
the “Agreement”), by and among CHC Group Ltd. (the “Company”), the affiliates of the Company
party thereto (each a “CHC Party” and collectively, the “CHC Parties”), the Milestone Parties,
the Plan Sponsors, the UCC, the Individual Creditor Parties and the Additional Consenting Parties, is executed and delivered by
________________________________ (the “Joining Party”) as of ______________, 2016. Each capitalized
term used herein but not otherwise defined shall have the meaning set forth in the Agreement.


 


1.          Agreement
to be Bound. The Joining Party hereby agrees to be bound by all of the terms of the Agreement, a copy of which is attached
to this Joinder Agreement as Annex I (as the same has been or may be hereafter amended, restated or otherwise modified
from time to time in accordance with the provisions thereof). The Joining Party shall hereafter be deemed to be an “Additional
Consenting Party,” “Consenting Creditor Party” and a “Party” for all purposes under the Agreement
and with respect to any and all claims held by such Joining Party.


 


2.          Representations
and Warranties. With respect to the aggregate principal amount of the Claims set forth below its name on the signature page
hereto, the Joining Party hereby makes each of the representations and warranties of the Consenting Creditor Parties set forth
in Section 8 of the Agreement to each other Party to the Agreement.


 


3.          Governing
Law. This Joinder Agreement shall be governed by and construed in accordance with the internal laws of the State of New York,
without regard to any conflict of laws provisions which would require the application of the law of any other jurisdiction.


 


[Signature
Page Follows]


 




    	 	D-1	 



     


    

  


IN WITNESS WHEREOF, the
Joining Party has caused this Joinder to be executed as of the date first written above.


 


	[ADDITIONAL CONSENTING PARTY]	 


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


Principal
Amount of the Secured Notes: $_____________


 


Principal
Amount of the Secured Notes: $_____________


 


Principal
Amount outstanding under the Revolving Credit Agreement: $____________________


 


Other Claims $_____________


 


Notice Address:


 


	 	 
	 	 
	 	 





	Fax:	 	 
	Attention:	 	 
	Email:	 	 


 


	 	Acknowledged:
	 	 
	 	CHC Group Ltd. (on behalf of itself and

        its direct and indirect subsidiaries that are

	 	currently debtors and debtors in possession)


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	D-2	 



     


    

  


Annex
I


 


PLAN
SUPPORT AGREEMENT


 




    	 	D-3