Exhibit 10.1


  


AMENDMENT TO PLAN SUPPORT AGREEMENT


  


THIS AMENDMENT dated as of November 23, 2016 (this “Amendment”)
is entered into by and among:


 


(i) CHC Group Ltd. (the “Company”);


 


(ii) 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”);


 


(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 Company, the Plan
Sponsors, the UCC, Milestone 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”);


 





 




































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.



 




     


     


    

  


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)           Subsections
(A) and (F) 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 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 by no later than December 21, 2016, which order is in all respects reasonably acceptable to
the CHC Parties, Plan Sponsors and the UCC;”


 


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 Company, the Requisite Plan Sponsors, the UCC, Milestone and the Individual Creditor Parties of an executed
signature page hereto; provided, however, the Company, 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]


 




     


     


    

 


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 PSA
]


 




     


     


    

  


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 ]


 






     


     


    

 


	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 ]


 






     


     


    

 


	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 ]


 






     


     


    

 


	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
]


 






     


     


    

  


	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 ]


 






     


     


    

 


	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 ]


 






     


     


    

 








	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 ]


 



     


     


    

  


	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
]


 






     


     


    

 





	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	 


 


[ Signature Page
to Amendment to PSA ]


 




     


     


    

 


	UCC

         

        Official Committee of Unsecured Creditors

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



 


[ Signature Page to Amendment to PSA ]


 



     


     


    

 


	INDIVIDUAL CREDITOR PARTIES	 
	 	 
	Marble Ridge Capital L.P.  	 
	 	 
	By:	/s/ Dan Kamensky	 
	 	 	 
	Name:	Dan Kamensky	 
	 	 	 
	Title:	Managing Partner	 


 


[ Signature Page to Amendment to PSA ]


 






     


     


    

 





	Solus Alternative Asset Management LP  	 
	 	 
	By:	/s/ C.J. Lanktree	 
	 	 	 
	Name:	C.J. Lanktree	 
	 	 	 
	Title:	Partner	 







 


[ Signature Page
to Amendment to PSA ]


 




     


     


    

 


	MILESTONE	 
	 	 	 
	The Milestone Aviation Group Limited  	 
	 	 
	By:	/s/ Mark England	 
	 	 	 
	Name:	Mark England	 
	 	 	 
	Title:	Assistant Secretary	 
	 	 	 
	Location:	Dublin, Ireland	 


 


[
Signature Page to Amendment to PSA ]