Exhibit 10.3


 


AMENDMENT TO BACKSTOP AGREEMENT


 


THIS AMENDMENT dated
as of November 23, 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) and (F) 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 by no later than the earlier of (i) December 21, 2016 and (ii) prior to
the start of the hearing for approval of the Disclosure Statement;”


 


“(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
December 21, 2016, which order is reasonably acceptable in all respects to the Requisite Plan Sponsors and the Debtors;”


 




     


     


    

 


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]


 




     


     


    

 


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 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	 


 


[ 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	 


 


[ Signature Page to Amendment to Backstop
Agreement ]


 




     


     


    

 


	Marble Ridge Capital L.P.
	 
	By:	/s/ Dan Kamensky	 
	 	 
	Name:	Dan 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:	Partner	 


 


[ Signature Page to Amendment to Backstop
Agreement ]