Exhibit 10.3


 


AMENDMENT TO BACKSTOP AGREEMENT


 


THIS AMENDMENT dated as of November
3, 2016 (this “Amendment”) is entered into by and among:


 


(i) CHC Group Ltd. (the “Company”);
and


 


(ii) each of the undersigned parties identified
on the signature pages hereto (each an “Investor” and collectively, the “Investors”).


 


The Company and the
Investors are referred to herein as the “Amendment Parties” and each individually as an “Amendment
Party.” Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Backstop Agreement
(as defined below).


 


RECITALS


 


WHEREAS,
the Amendment Parties entered into that certain Backstop Agreement dated
as of October 11, 2016 (as amended, supplemented or otherwise modified from time to time, the “Backstop Agreement”);


 


WHEREAS, the Amendment
Parties wish to amend certain provisions of the Backstop Agreement; and


 


WHEREAS, the Amendment
Parties wish to take such actions necessary to give effect to such amendments.


 


AMENDMENTS


 


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


 


Section 1.  Amendments.
Subsections (A), (B), (D), (E), (F) and (G) of Section 10(a)(ii) of the Backstop Agreement are hereby amended and restated
in their entirety as follows:


 


“(A)         obtain
entry of the PSA Approval Order by the Bankruptcy Court as soon as reasonably practicable and in no event later than November 23,
2016;”


 


“(B)         file
the Plan and Disclosure Statement with the Bankruptcy Court by no later than November 11, 2016, which Plan and Disclosure Statement
shall be in all respects reasonably acceptable to the Debtors and the Requisite Plan Sponsors;”


 


“(D)         obtain
entry of the Disclosure Statement Order and the Rights Offering Order by the Bankruptcy Court no later than December 22, 2016,
which orders shall be in all respects reasonably acceptable to the Requisite Plan Sponsors and the Debtors;”


 




    1 


     


    




 


“(E)         commence
the Solicitation (as defined in the Plan Support Agreement) and Rights Offering no later than five (5) 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
November 30, 2016, which order is reasonably acceptable in all respects to the Requisite Plan Sponsors and the Debtors;”


 


“(G)         obtain
the entry of the Confirmation Order that is a Final Order by no later than March 17, 2017, which Confirmation Order is in all respects
reasonably acceptable to the Debtors and the Requisite Plan Sponsors; or”


 


Section 2.  Effectiveness.
This Amendment shall become effective and binding on the Amendment Parties in accordance with the terms of the Backstop Agreement
upon the execution and delivery by the Company and the Requisite Investors of an executed signature page hereto.


 


Section 3.  Miscellaneous.


 


3.1           Except
as specifically set forth herein, the terms of the Backstop Agreement shall remain in full force and effect and are hereby ratified
and confirmed.


 


3.2           This
Amendment 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 Amendment delivered by facsimile, PDF or otherwise shall be
deemed to be an original for the purposes of this paragraph.


 


[Signature Page Follows]


 




    2 


     


    




 


IN WITNESS WHEREOF,
the Amendment Parties have caused this Amendment to be duly executed and delivered as of the day and year first written above.


 


	 	COMPANY
	 	 
	 	CHC Group Ltd. 
	 	 
	 	By: 	/s/ Hooman Yazhari
	 	Name: Hooman Yazhari
	 	Title: Senior Vice President, Legal & Administration


 


[Signature Page to Amendment to Backstop
Agreement ]




     


     


    




 


INVESTORS


 


	
        ALLIANCEBERNSTEIN LP

         

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


 


[Signature Page to Amendment to Backstop
Agreement ]


 




     


     


    




 





	
        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	 


 


[Signature Page to Amendment to Backstop
Agreement ]


 




     


     


    




 


	
        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	 




 


 


[Signature Page to Amendment to Backstop
Agreement ]


 




     


     


    







 


	
        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	 


 


[Signature Page to Amendment to Backstop
Agreement ]


 




     


     


    




 


	
        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	 


 


[Signature Page to Amendment to Backstop
Agreement ]


 




     


     


    




 








	
        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:	 Authorized Signatory	 


 


	
        Carl Marks Strategic Opportunities
        Fund II, L.P.

         

	By:	 /s/ James F. Wilson	 
	 	 
	Name:	 James F. Wilson	 
	 	 
	Title:	 Authorized Signatory	 


 


[Signature Page to Amendment to Backstop
Agreement ]


 




     


     


    




 


	
        Tennenbaum Special Situations
        IX-O, LP

        By: Tennenbaum Capital Partners,
        LLC

        Its: Investment Manager

         

	By:	 /s/ David Hollander	 
	 	 
	Name:	 David Hollander	 
	 	 
	Title:	 Managing Partner	 


 


	
        Tennenbaum Special Situations
        Fund IX-C, LP

        By: Tennenbaum Capital Partners,
        LLC

        Its: Investment Manager

         

	By:	 /s/ David Hollander	 
	 	 
	Name:	 David Hollander	 
	 	 
	Title:	 Managing Partner	 


 


	
        Tennenbaum Special Situations
        Fund IX, LLC

        By: Tennenbaum Capital Partners,
        LLC

        Its: Investment Manager

         

	By:	 /s/ David Hollander	 
	 	 
	Name:	 David Hollander	 
	 	 
	Title:	 Managing Partner	 


 


[Signature Page to Amendment to Backstop
Agreement ]


 




     


     


    




 





	
        Tennenbaum Opportunities Fund,
        VI, LLC

        By: Tennenbaum Capital Partners,
        LLC

        Its: Investment Manager

         

	By:	 /s/ David Hollander	 
	 	 
	Name:	 David Hollander	 
	 	 
	Title:	 Managing Partner	 
	
         

        Tennenbaum Special Situations
        IX-S, LP

        By: Tennenbaum Capital Partners,
        LLC

        Its: Investment Manager

         

	By:	 /s/ David Hollander	 
	 	 
	Name:	 David Hollander	 
	 	 
	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/ Joseph M. Deignan	 
	 	 
	Name:	 Joseph M. Deignan	 
	 	 
	Title:	 Authorized Signatory	 


 


[Signature Page to Amendment to Backstop
Agreement ]


 




     


     


    




 


	
        Wayzata Opportunities Fund
        Offshore III, L.P.

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

         

	By:	 /s/ Joseph M. Deignan	 
	 	 
	Name:	 Joseph M. Deignan	 
	 	 
	Title:	 Authorized Signatory	 


 


	
        FHIT-FRANKLIN HIGH INCOME
        FUND

        BY: FRANKLIN ADVISERS, INC.,
        ITS INVESTMENT MANAGER

         

	By:	 /s/ Glenn Voyles	 
	 	 
	Name:	 Glenn Voyles	 
	 	 
	Title:	 Vice President	 


 


Notwithstanding anything to the contrary in this Amendment,
the provisions of this Amendment (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 Amendment is conditioned upon the preceding sentence.


 


[Signature Page to Amendment to Backstop
Agreement ]


 




     


     


    




 


	
        Marble Ridge Capital L.P.

         

	By:	/s/ Daniel Kamensky	 
	 	 
	Name:	Daniel Kamensky	 
	 	 
	Title:	Authorized Signatory	 


 


[Signature Page to Amendment to Backstop
Agreement ]


 




     


     


    




 


	
        Solus Alternative Asset Management
        LP

         

	By:	/s/ C.J. Lanktree	 
	 	 
	Name:	C.J. Lanktree	 
	 	 
	Title:	EVP/Partner	 


 


[Signature Page to Amendment to Backstop
Agreement ]