Exhibit 10.1


  


AMENDMENT TO PLAN SUPPORT AGREEMENT


 


THIS AMENDMENT dated as of November 3, 2016
(this “Amendment”) 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 undersigned beneficial holders,
or investment advisors or managers for the account of such beneficial holders 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 issued under that certain Indenture, dated as of October 4, 2010, 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;


 


(iv) the Official Committee of Unsecured
Creditors (the “UCC”);1


 


(v) 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”),


 





 






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 Amendment and any motions filed before the Bankruptcy
Court. For the avoidance of doubt, the obligations set forth in this Amendment shall be construed to bind any individual member
of the UCC only if such member has separately executed this Amendment or a Joinder Agreement in its individual capacity.


 




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(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, issued by CHC Helicopter S.A. pursuant to that certain indenture, dated as of May 13, 2013, by and among CHC Helicopter
S.A., as issuer, each of the guarantors named therein and Law Debenture Trust Company, as successor trustee; and


 


(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.


 


The CHC Parties, the
Plan Sponsors, the UCC, the Milestone Parties and the Individual Creditor Parties 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 PSA (as defined below).


 


RECITALS


 


WHEREAS,
the Amendment Parties (together with certain other parties) entered into that certain Plan Support Agreement dated
as of October 11, 2016 (as amended, supplemented or otherwise modified from time to time, the “PSA”);


 


WHEREAS, the Amendment
Parties wish to amend certain provisions of the PSA; 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 PSA, 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.


 


(a)          Section
5(b)(viii) of the PSA is hereby amended and restated in its entirety as follows:


 




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“(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 or as contemplated by the restructuring transactions to be outlined in
an exhibit to the CHC Plan;”


 


(b)          Subsections
(A), (B), (D), (E), (F) and (G) of Section 6(a)(ii) of the PSA 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 CHC Plan and CHC Disclosure Statement with the Bankruptcy Court by no later than November 11, 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;”


 


“(D)         obtain
entry of the CHC 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 CHC Parties, the Requisite Plan Sponsors and the UCC;”


 


“(E)         commence
the Solicitation and Rights Offering no later than five (5) 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 November 30, 2016, which order is in all
respects reasonably acceptable to the CHC Parties, Plan Sponsors and the UCC;”


 


“(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 17, 2017, which CHC Plan and Confirmation Order are in all respects reasonably acceptable
to the CHC Parties, the Requisite Plan Sponsors and the UCC; or”


 


(c)          Section
6(e)(vii) of the PSA is hereby amended and restated in its entirety as follows:


 


“(vii)       if
the Confirmation Order is not entered by March 31, 2017, which CHC Plan and Confirmation Order are in all respects reasonably acceptable
to the CHC Parties, Requisite Plan Sponsors and UCC;”


 




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(d)          Section
10 of the PSA is hereby amended and restated in its entirety as follows:


 


“This Agreement
may be modified, amended or supplemented, and any terms may be waived, only upon written approval of the CHC Parties (which written
approval may be executed by the Company on behalf of all 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 (which written approval may be executed by Milestone
on behalf of all 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 (which written approval may be executed by Milestone on behalf of all the
Milestone Parties).”


 


(e)          The
Milestone Term Sheet (which was attached to the PSA as Exhibit C) is hereby amended in the form set forth in Exhibit A hereto.


 


Section 2.          Effectiveness.
This Amendment shall become effective and binding on the Amendment Parties in accordance with the terms of the PSA upon the execution
and delivery by the CHC Parties, the Requisite Plan Sponsors, the UCC, the Milestone Parties and the Individual Creditor Parties
of an executed signature page hereto; provided, however, the CHC Parties, the Requisite Plan Sponsors and the UCC
expressly reserve all rights, and take no position, with respect to whether the consent of the Individual Creditor Parties is required
pursuant to Section 10 of the PSA in order for this Amendment to become effective and binding.


 


Section 3.          Miscellaneous.


 


3.1           Except
as specifically set forth herein, the terms of the PSA 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]


 




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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.


 


	 	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


 


[ Signature Page to Amendment to PSA
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	 	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: Senior Vice President and Chief Information Officer
	 	 	 
	 	CHC Global Operations Canada (2008) ULC
	 	 	 
	 	By:	/s/ Paul King
	 	 	Name: Paul King
	 	 	Title: Senior Vice President and Chief Information Officer
	 	 	 
	 	CHC Global Operations International ULC
	 	 	 
	 	By:	/s/ Paul King
	 	 	Name: Paul King
	 	 	Title: Senior Vice President and Chief Information Officer
	 	 	 
	 	CHC Helicopter (1) S.à r.l.
	 	 	 
	 	By:	/s/ Hooman Yazhari
	 	 	Name: Hooman Yazhari
	 	 	Title: Class A Manager


 


[ Signature Page to Amendment to PSA
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	 	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


 


[ Signature Page to Amendment to PSA
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	 	CHC Helicopter S.A.
	 	 	 
	 	By:	/s/ Hooman Yazhari
	 	 	Name: Hooman Yazhari
	 	 	Title: Class A Manager
	 	 	 
	 	CHC Helicopters (Barbados) Limited
	 	 	 
	 	By:	/s/ John R.S. Mackenzie
	 	 	Name: John R.S. Mackenzie
	 	 	Title: Director
	 	 	 
	 	CHC Helicopters (Barbados) SRL
	 	 	 
	 	By:	/s/ John R.S. Mackenzie
	 	 	Name: John R.S. Mackenzie
	 	 	Title: Manager
	 	 	 
	 	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


 


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	 	CHC Leasing (Ireland) Limited
	 	 	 
	 	By:	/s/ Declan Moloney
	 	 	Name: Declan 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: Managing 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


 


[ Signature Page to Amendment to PSA
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	 	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: Senior Vice President and Chief Information Officer
	 	 	 
	 	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: Chairman
	 	 	 
	 	Heli-One Leasing ULC
	 	 	 
	 	By:	/s/ Paul King
	 	 	Name: Paul King
	 	 	Title: Senior Vice President and Chief Information Officer


 


[ Signature Page to Amendment to PSA
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	 	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


 


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	 	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


 


[ Signature Page to Amendment to PSA
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REQUISITE 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:	 /s/ Andrew S. Viens	 
	 	 
	Name:	 Andrew S. Viens	 
	 	 
	Title:	Executive Vice President	 


 


[ Signature Page to Amendment to PSA
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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 PSA
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        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 PSA
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        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	 


 


[ Signature Page to Amendment to PSA
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        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	 


 


[ Signature Page to Amendment to PSA
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        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	 


 


[ Signature Page to Amendment to PSA
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        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 PSA
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        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/ Mary Burns	 
	 	 
	Name:	 Mary Burns	 
	 	 
	Title:	 Authorized Signatory	 


 


[ Signature Page to Amendment to PSA
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        Wayzata Opportunities Fund
        Offshore III, L.P.

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

         

	By:	 /s/ Mary Burns	 
	 	 
	Name:	 Mary Burns	 
	 	 
	Title:	 Authorized Signatory	 


 


	
        FRANKLIN ADVISERS, INC. as
        investment

        manager on behalf of certain
        funds and accounts

         

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


 


[ Signature Page to Amendment to PSA
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        UCC

         

        Official Committee of Unsecured
        Creditors



 


	/s/ Douglas H. Mannal
	 
	Douglas H. Mannal
	 
	Counsel to the UCC


 


[ Signature Page to Amendment to PSA
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        INDIVIDUAL CREDITOR PARTIES

         

        Marble Ridge Capital L.P.

         

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


 


[ Signature Page to Amendment to PSA
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        Solus Alternative Asset Management
        LP

         

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


 


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        MILESTONE PARTIES

         

        The Milestone Aviation Group
        Limited

         

	By:	 /s/ Mark England	 
	 	 
	Name:	 Mark England	 
	 	 
	Title:	 Assistant Secretary	 
	 	 	 
	Location:	
        Minerva House, 2nd Floor

        Simmonscourt Road

        Ballsbridge

        Dublin 4, Ireland
	 


 


	
        The Milestone
Aviation Asset Holding Group No. 1 Ltd

         

	By:	 /s/ Mark England	 
	 	 
	Name:	 Mark England	 
	 	 
	Title:	 Director	 
	 	 
	Location:	
        Minerva House, 2nd Floor

        Simmonscourt Road

        Ballsbridge

        Dublin 4, Ireland
	 


 


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        The Milestone Aviation Asset
        Holding Group No. 8 Ltd

         

	By:	 /s/ Mark England	 
	 	 
	Name:	 Mark England	 
	 	 
	Title:	 Director	 


 


	Location:	
        Minerva House, 2nd Floor

        Simmonscourt Road

        Ballsbridge

        Dublin 4, Ireland
	 
	
         

        The Milestone Aviation Asset
        Holding Group No. 20 Ltd

         

	By:	 /s/ Mark England	 
	 	 
	Name:	 Mark England	 
	 	 
	Title:	 Director	 


 


	Location:	
        Minerva House, 2nd Floor

        Simmonscourt Road

        Ballsbridge

        Dublin 4, Ireland
	 


 


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        The Milestone Aviation Asset
        Holding Group No. 25 Ltd

         

	By:	 /s/ Mark England	 
	 	 
	Name:	 Mark England	 
	 	 
	Title:	 Director	 


 


	Location:	
        Minerva House, 2nd Floor

        Simmonscourt Road

        Ballsbridge

        Dublin 4, Ireland
	 


 


	
        

        Milestone Export Leasing,
        Ltd.

         

	By:	 /s/ Mark England	 
	 	 
	Name:	 Mark England	 
	 	 
	Title:	 Company Secretary	 


 


	Location:	
        Minerva House, 2nd Floor

        Simmonscourt Road

        Ballsbridge

        Dublin 4, Ireland



 


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        GE Capital Equipment Finance
        Ltd.

         

	By:	 /s/ David Wallis (as attorney)	 
	 	 
	Name:	 David Wallis	 
	 	 
	Title:	 Lead Counsel, Corporate Aircraft	 




 








	
        

        GE European Equipment Finance
        (Aircraft No. 2) Limited

         

	By:	 /s/ David Wallis (as attorney)	 
	 	 
	Name:	 David Wallis	 
	 	 
	Title:	 Lead Counsel, Corporate Aircraft	 


 


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EXHIBIT A


 


AMENDMENT TO THE MILESTONE TERM SHEET


 


 


 















    

     

    

 







 


 


AMENDMENT NO.1


 


TO TERM SHEET


 


This Amendment No.1 to
Term Sheet (the “Amendment”) is entered into as of November 3, 2016, between CHC Group Ltd., as debtor and debtor
in possession (“CHC”) and The Milestone Aviation Group Limited (“Milestone”) and amends the
Term Sheet dated October 11, 2016 between CHC and Milestone (the “Term Sheet”).


 


WHEREAS:


 


CHC and Milestone (together
the “Parties”) entered into the Term Sheet. The Parties intend to amend the Term Sheet as set out in Clause
2 herein.


 


IT IS AGREED as follows:


 


		1.	Definitions



 


Capitalized terms used
herein and not otherwise defined herein shall have the meaning set forth in the Term Sheet.


 


		2.	Amendment



 


The Parties herein agree
that the Term Sheet shall be amended with effect from the date of this Amendment as follows:


 


The definition
of “Qualified Plan Confirmation Order Outside Date” shall be deleted in its entirety and replaced with the following:


 


“Qualified
Plan Confirmation Order Outside Date” shall mean March 17, 2017.


 


		3.	General 



 


		3.1	Sections 4.3 (Confidentiality), 4.4 (Miscellaneous) and 4.5 (Governing Law)
of the Term Sheet are hereby incorporated by reference into (and made part of) this Amendment as if fully set forth herein and
any reference in such sections to “this Term Sheet” shall be read to refer to “this Amendment”.



 


		3.2	No variation of this Amendment shall be effective unless made in writing and signed by or on behalf
of the Parties.



 




     


     


    




 


		3.3	The Term Sheet shall remain in full force and unchanged in relation to any other matters not expressly
set out in this Amendment and any reference in the Term Sheet to “this Term Sheet” shall be read and construed as a
reference to the Term Sheet as amended by this Amendment.



 


		3.4	The effectiveness of this Amendment is conditioned upon and subject to the approval of the United
States Bankruptcy Court for the Northern District of Texas.



 


[Remainder
of Page Intentionally Left Blank; Signature Page Follows.]


 




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IN WITNESS WHEREOF, the
Parties hereto have duly executed this Amendment No. 1 to the Term Sheet on the date and year set out above.


 


	THE MILESTONE AVIATION GROUP LIMITED	 	CHC GROUP LTD. 
	 	 	 
	By: 	/s/ Mark England	 	By:	/s/ Nicolas P. Stable
	 	Name: Mark England                  	 	 	Name: Nicolas P. Stable                      
	 	
        Title: Assistant Secretary           

        Location: Minerva House

        2nd Floor 

        Smimonscourt Road

        Ballsbridge

        Dublin 4, Ireland
	 	 	Title: Vice President                            


 




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