First Supplemental Indenture



 Exhibit 4.5 
 Execution Version 
 FIRST SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of February 20, 2012, among CHC Global Operations Canada (2008) Inc. (the “New Guarantor”), CHC Helicopter S.A., a public limited liability company
(société anonyme) organized under the laws of Luxembourg (the “Issuer”), each other existing Guarantor under the Indenture referred to below, HSBC Corporate Trustee Company (UK) Limited, as collateral agent, and The
Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

W I T N E S S E T H 
 WHEREAS, the Issuer and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”), dated
as of October 4, 2010 providing for the issuance of 9.250% Senior Secured Notes due 2020 (the “Notes”); and 
 WHEREAS, Section 4.17 of the Indenture provides that under certain circumstances the New Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New
Guarantor shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties covenant and agree for the equal and ratable benefit of the Holders as follows: 
 1. DEFINED
TERMS. Defined terms used herein without definition shall have the meanings assigned to them in the Indenture. 
 2. AGREEMENT
TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to provide an unconditional Note Guarantee on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be
bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture. 
 3. NO RECOURSE AGAINST OTHERS. To the extent permitted by law, no past, present or future director, manager, officer, employee, incorporator, stockholder or member of the New Guarantor, any parent entity
of the New Guarantor or any Subsidiary, as such, will have any liability for any obligations of the New Guarantor under the Notes, this Supplemental Indenture, the Note Guarantee or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 







 4. NOTICES. All notices or other communications to the New Guarantor shall be given as
provided in Section 13.02 of the Indenture. 
 5. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 
 6.
GOVERNING LAW. THE INDENTURE, THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

7. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE NOTE GUARANTEES, THE SECURITY DOCUMENTS, THE INTERCREDITOR AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. 
 8. APPOINTMENT OF PROCESS AGENT. Any suit, action or proceeding against New Guarantor or its
properties, assets or revenues with respect to this Supplemental Indenture, the Indenture, the Notes, the Note Guarantees, the Security Documents, or the Intercreditor Agreement may be brought in any state or Federal court in the Borough of
Manhattan in The City of New York, New York, as the Person bringing such proceeding arising out of or related to this Supplemental Indenture, the Indenture, the Notes, the Note Guarantees, the Security Documents or the Intercreditor Agreement may
elect in its sole discretion. The New Guarantor hereby consents to the non-exclusive jurisdiction of each such court for the purpose of any such proceeding and has irrevocably waived any objection to the laying of venue of any such proceeding
brought in any such court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any such proceeding or any such suit, action or proceeding in any such court. The New Guarantor has agreed
that service of all writs, claims, process and summonses in any such proceeding brought against it in the State of New York may be made upon CT Corporation (the “Process Agent”). The New Guarantor has irrevocably appointed the
Process Agent as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all such writs, claims, process and summonses, and has agreed that the failure of the Process Agent to give any notice to
it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. The New Guarantor has agreed to maintain at all times an agent with offices in New York City to act as its Process Agent.
Nothing in this Supplemental Indenture shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. 

  
 2 








 9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof. 
 10. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile
or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto
transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 
 11. TRUSTEE MAKES NO
REPRESENTATIONS. The Trustee makes no representation as to the recitals contained in this Supplemental Indenture or any representation as to the validity or sufficiency of this Supplemental Indenture. 

  
 3 








 IN WITNESS WHEREOF, each of the parties hereto has caused this Supplemental Indenture to be
duly executed and attested, all as of the date first above written. 
  

			
	CHC GLOBAL OPERATIONS CANADA (2008) INC., as New Guarantor
		
	By:	 	/s/ Greg Wyght        
		 	Name: Greg Wyght
		 	Title:   Vice President, Safety & Quality



  
 [First
Supplemental Indenture] 








  

			
	 THE BANK OF NEW YORK MELLON, as
 Trustee

		
	By:	 	/s/ CATHERINE F. DONOHUE         
		 	Name: CATHERINE F. DONOHUE
		 	Title:   VICE PRESIDENT



  
 [First
Supplemental Indenture] 








  

			
	HELI-ONE CANADA INC., as Guarantor
		
	By:	 	/s/ Greg Wyght        
		 	Name: Greg Wyght
		 	 Title:   Director, Vice President, Safety &
             Quality




  
 [First
Supplemental Indenture] 








  

			
	HELI-ONE LEASING INC., as Guarantor
		
	By:	 	/s/ Greg Wyght         
		 	Name: Greg Wyght
		 	 Title:   Director, Vice President, Safety &
             Quality




  
 [First
Supplemental Indenture] 








  

			
	CHC GLOBAL OPERATIONS (2008) INC., as Guarantor
		
	By:	 	/s/ Greg Wyght        
		 	Name: Greg Wyght
		 	Title:   Vice President, Safety & Quality



  
 [First
Supplemental Indenture] 








  

			
	HELI-ONE USA INC., as Guarantor
		
	By:	 	/s/ Larry Alexandre        
		 	Name: Larry Alexandre
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	HELI-ONE (U.S.) INC., as Guarantor
		
	By:	 	/s/ Larry Alexandre         
		 	Name: Larry Alexandre
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	 CHC GLOBAL OPERATIONS
 INTERNATIONAL INC., as Guarantor

		
	By:	 	/s/ Greg Wyght        
		 	Name: Greg Wyght
		 	Title:   Vice President, Safety & Quality



  
 [First
Supplemental Indenture] 








  

			
	CHC HELICOPTER S.A., as Issuer
		
	By:	 	/s/ Hille-Paul Schut         
		 	Name: Hille-Paul Schut
		 	Title:   Director B



  
 [First
Supplemental Indenture] 








  

			
	6922767 HOLDING S.A R.L., as Guarantor
		
	By:	 	/s/ Hille-Paul Schut        
		 	Name: Hille-Paul Schut
		 	Title:   B Manager



  
 [First
Supplemental Indenture] 








  

			
	CHC HELICOPTER HOLDING S.A R.L., as Guarantor
		
	By:	 	/s/ Hille-Paul Schut        
		 	Name: Hille-Paul Schut
		 	Title:   B Manager



  
 [First
Supplemental Indenture] 








  

							
	



	 		 	 CHC HELICOPTERS (BARBADOS)
 LIMITED, as Guarantor
  

	 		 	By:	 	/s/ Barbara O’Gorman
	 		 	Name:	 	Barbara O’Gorman
	 		 	Title:	 	Secretary
	 		 		 	
	 		 		 	
	 		 		 	
	 		 		 	
	 		 		 	
	 		 		 	

  

  
 [First
Supplemental Indenture] 








  

					
	



	 	 CHC CAPITAL (BARBADOS) LIMITED, as
 Guarantor

	 	By:	  	 /s/ Barbara O’Gorman

	 		  	Name: Barbara O’Gorman
	 		  	Title: Secretary
	 		  	
	 		  	
	 		  	
	 		  	

  

  
 [First
Supplemental Indenture] 








  

			
	 LLOYD BASS STRAIT HELICOPTERS PTY.
 LTD., as Guarantor

		
	By:	 	 /s/ Christian D Kittleson

		 	Name: Christian D Kittleson
		 	Title:   CHC Australia Finance Director



  
 [First
Supplemental Indenture] 








  

			
	LLOYD HELICOPTERS INTERNATIONAL
PTY. LTD., IN ITS OWN CAPACITY AND AS
TRUSTEE OF THE AUSTRALIAN
HELICOPTERS TRUST, as
Guarantors
		
	By:	 	 /s/ Christian D Kittleson

		 	Name: Christian D Kittleson
		 	Title: CHC Australia Finance Director



  
 [First
Supplemental Indenture] 








  

			
	 LLOYD HELICOPTERS PTY. LTD., as
 Guarantor

		
	By:	 	 /s/ Christian D Kittleson

		 	Name: Christian D Kittleson
		 	Title:   CHC Australia Finance Director



  
 [First
Supplemental Indenture] 








  

			
	 LLOYD HELICOPTER SERVICES PTY.
 LTD., as Guarantor

		
	By:	 	 /s/ Christian D Kittleson

		 	Name: Christian D Kittleson
		 	Title:   CHC Australia Finance Director



  
 [First
Supplemental Indenture] 








  

			
	 LLOYD OFF-SHORE HELICOPTERS PTY.
 LTD., as Guarantor

		
	By:	 	 /s/ Christian D Kittleson

		 	Name: Christian D Kittleson
		 	Title:   CHC Australia Finance Director



  
 [First
Supplemental Indenture] 








  

			
	CHC HOLDING (UK) LIMITED, as Guarantor
		
	By:	 	 /s/ Nick Mair

		 	Name: Nick Mair
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	 LLOYD HELICOPTER SERVICES LIMITED,
 as Guarantor

		
	By:	 	/s/ Nick Mair        
		 	Name: Nick Mair
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	 MANAGEMENT AVIATION LIMITED, as
 Guarantor

		
	By:	 	/s/ Nick Mair        
		 	Name: Nick Mair
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	 NORTH DENES AERODROME LIMITED, as
 Guarantor

		
	By:	 	/s/ Nick Mair        
		 	Name: Nick Mair
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	 HELI-ONE HOLDINGS (UK) LIMITED, as
 Guarantor

		
	By:	 	/s/ David Stewart        
		 	Name: David Stewart
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	 HELI-ONE (NETHERLANDS) B.V., as
 Guarantor

		
	By:	 	/s/ Jacob Bakker        
		 	 Name: Jacob Bakker
   on behalf of CHC Hoofddorp B.V.

		 	Title:   Corporate Director



  
 [First
Supplemental Indenture] 








  

			
	HELI-ONE DEFENCE B.V., as Guarantor
		
	By:	 	/s/ Jacob Bakker        
		 	 Name: Jacob Bakker
  on behalf of CHC Hoofddorp B.V.

		 	Title:   Corporate Director



  
 [First
Supplemental Indenture] 








  

			
	CHC SWEDEN AB, as Guarantor
		
	By:	 	/s/ Jacob Bakker        
		 	Name: Jacob Bakker
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	CHC HOOFDDORP B.V., as Guarantor
		
	By:	 	/s/ Jacob Bakker        
		 	Name: Jacob Bakker
		 	Title:   Director A



  
 [First
Supplemental Indenture] 








  

			
	CHC HOLDING NL B.V., as Guarantor
		
	By:	 	/s/ Jacob Bakker        
		 	Name: Jacob Bakker
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	CHC DEN HELDER B.V., as Guarantor
		
	By:	 	/s/ Jacob Bakker        
		 	Name: Jacob Bakker
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	 CAPITAL AVIATION SERVICES B.V., as
 Guarantor

		
	By:	 	/s/ Jacob Bakker        
		 	 Name: Jacob Bakker
  on behalf of CHC Hoofddorp B.V.

		 	Title:   Corporate Director



  
 [First
Supplemental Indenture] 








  

			
	 CHC NORWAY ACQUISITION CO AS, as
 Guarantor

		
	By:	 	/s/ Lars A. Landsnes        
		 	Name: Lars A. Landsnes
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	 HELICOPTER SERVICES GROUP AS, as
 Guarantor

		
	By:	 	/s/ Lars A. Landsnes        
		 	Name: Lars A. Landsnes
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	HELIKOPTER SERVICE AS, as Guarantor
		
	By:	 	/s/ Lars A. Landsnes        
		 	Name: Lars A. Landsnes
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	HELI-ONE (EUROPE) AS, as Guarantor
		
	By:	 	/s/ Lars A. Landsnes        
		 	Name: Lars A. Landsnes
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	 HELI-ONE LEASING (NORWAY) AS, as
 Guarantor

		
	By:	 	/s/ Lars A. Landsnes        
		 	Name: Lars A. Landsnes
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	HELI-ONE (NORWAY) AS, as Guarantor
		
	By:	 	/s/ Lars A. Landsnes        
		 	Name: Lars A. Landsnes
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	HELI-ONE (U.K.) LIMITED, as Guarantor
		
	By:	 	/s/ Lars A. Landsnes        
		 	Name: Lars A. Landsnes
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	 HELIWORLD LEASING LIMITED, as
 Guarantor

		
	By:	 	/s/ Lars A. Landsnes        
		 	Name: Lars A. Landsnes
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	INTEGRA LEASING AS, as Guarantor
		
	By:	 	/s/ Lars A. Landsnes        
		 	Name: Lars A. Landsnes
		 	Title:   Director



  
 [First
Supplemental Indenture] 








  

			
	 CHC LEASING (IRELAND) LIMITED, as
 Guarantor

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



  
 [First
Supplemental Indenture] 








  

			
	CHC NETHERLANDS B.V., as Guarantor
		
	By:	 	/s/ Jacob Bakker        
		 	Name: Jacob Bakker
		 	Title:   Director A
		
	By:	 	/s/ Cees Johan van den Heuvel        
		 	Name: Cees Johan van den Heuvel
		 	Title:   Director B



  
 [First
Supplemental Indenture]