EX-4.10 Fourth Supplemental Indenture 2020 Notes




FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 24, 2014, among CHC Helicopters (Barbados) SRL (“CHC Barbados”), CHC Helicopter (1) S.à r.l., , a private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg whose registered office is located at 6, rue Eugène Ruppert, L-2453 Luxembourg and with a share capital of EUR 12,502 and registered with the Registre de Commerce et des Sociétés à Luxembourg under number B 190.559 (“CHC 1”), CHC Helicopter (2) S.à r.l., a société à responsabilité limitée, existing under the laws of Luxembourg, with registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg and a share capital of € 12,502, registered with the Registre de Commerce et des Sociétés à Luxembourg under the number B 190.564 (“CHC 2”), CHC Helicopter (3) S.à r.l., a société à responsabilité limitée, existing under the laws of Luxembourg, with registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg and a share capital of € 12,502, registered with the Registre de Commerce et des Sociétés à Luxembourg under the number B 190.568 (“CHC 3”), CHC Helicopter (4) S.à r.l., a société à responsabilité limitée, existing under the laws of Luxembourg, with registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg and a share capital of € 12,502, registered with the Registre de Commerce et des Sociétés à Luxembourg under the number B 190.572 (“CHC 4”), CHC Helicopter (5) S.à r.l., a société à responsabilité limitée, existing under the laws of Luxembourg, with registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg and a share capital of € 12,501, registered with the Registre de Commerce et des Sociétés à Luxembourg under the number B 190.587  (“CHC 5” and, together with CHC Barbados, CHC 1, CHC 2, CHC 3 and CHC 4, the “New Guarantors” and each individually a “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 by the certain First Supplemental Indenture dated as of February 12, 2012 and that certain Second Supplemental Indenture dated as of January 31, 2014, and as further 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”); 


WHEREAS, Section 9.01(a) of the Indenture provides that under certain circumstances the Issuer, the Guarantors, the Trustee and the Collateral Agent may amend or 

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supplement the Indenture without the consent of any Holder in order to make any change that would provide any additional rights or benefits to the Holders; and


WHEREAS, pursuant to Section 9.01(a)(8) of the Indenture the New Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors 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 Issuer, the Trustee and the existing Guarantors are 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. RESERVED.


3. AGREEMENT TO GUARANTEE. Each New Guarantor hereby agrees, jointly and severally with all existing Guarantors, 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.


4. 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 Company, any parent entity of the Company or any Subsidiary, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, this Supplemental Indenture, the Note Guarantees 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.


5. NOTICES. All notices or other communications to the New Guarantors shall be given as provided in Section13.02 of the Indenture.


6. 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.



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7.  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.


8.  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.


9.  APPOINTMENT OF PROCESS AGENT. Any suit, action or proceeding against any 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. Each 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. Each 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”). Each 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. Each 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.


10. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.


11. 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 

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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.


12. 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 or any Note Guarantee.  


13. This Supplemental Indenture amends and restates and supersedes in its entirety that certain Third Supplemental Indenture dated as of October 15, 2014.

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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.
 
EXECUTED BY
CHC HELICOPTERS (BARBADOS) SRL, as New Guarantor




By:     /s/ John Mackenzie                
Name: John Mackenzie
Title: Director


in the presence of


By:     /s/ Annette Callewoer                
Name: Annette Callewoer
Title: Staff Accountant



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EXECUTED by
CHC HELICOPTER (1) S.À R.L., as New Guarantor




By:     /s/ Hille-Paul Schut                
Name: Hill-Paul Schut
Title: Manager B


in the presence of


By:     /s/ Jean Seckler                
Name: Jean Seckler
Title: Notary Public

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EXECUTED by
CHC HELICOPTER (2) S.À R.L., as New Guarantor




By:     /s/ Hill-Paul Schut                
Name: Hill- Paul Schut
Title: Manager B


in the presence of


By:     /s/ Jean Seckler                
Name: Jean Seckler
Title: Notary Public

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EXECUTED by
CHC HELICOPTER (3) S.À R.L., as New Guarantor




By:     /s/ Hill-Paul Schut                
Name: Hill- Paul Schut
Title: Manager B


in the presence of


By:     /s/ Jean Seckler                
Name: Jean Seckler
Title: Notary Public



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EXECUTED by
CHC HELICOPTER (4) S.À R.L., as New Guarantor




By:     /s/ Hill-Paul Schut                
Name: Hill- Paul Schut
Title: Manager B


in the presence of


By:     /s/ Jean Seckler                
Name: Jean Seckler
Title: Notary Public



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EXECUTED by
CHC HELICOPTER (5) S.À R.L., as New Guarantor




By:     /s/ Hill-Paul Schut                
Name: Hill- Paul Schut
Title: Manager B


in the presence of


By:     /s/ Jean Seckler                
Name: Jean Seckler
Title: Notary Public



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THE BANK OF NEW YORK MELLON, as Trustee




By:     /s/ Jaime Nielsen                
Name: Jaime Nielsen
Title:Vice President


in the presence of


By:     /s/ Christopher J. Traina            
Name: Christopher J. Traina
Title: Notary Public



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CHC HELICOPTER S.A., as Issuer




By:     /s/ Hill-Paul Schut                
Name: Hill- Paul Schut
Title: Manager B


in the presence of


By:     /s/ Jean Seckler                
Name: Jean Seckler
Title: Notary Public


 








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CHC GLOBAL OPERATIONS CANADA (2008) INC., as Guarantor




By:     /s/ Russ Hill                    
Name: Russ Hill
Title: Director


in the presence of


By:     /s/ Gareth D. Carline                
Name: Gaerth D. Carline
Title: Barrister & Solicitor, and a Notary Public in 
and for the Province of British Columba
4740 Agar Driver, Richmond, BC, V7B 1A3
Canada
Tel: 604-276-7500   Fax: 604-232-8359









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HELI-ONE CANADA INC., as Guarantor




By:     /s/ Russ Hill                    
Name: Russ Hill
Title: Director


in the presence of


By:     /s/ Gareth D. Carline                
Name: Gaerth D. Carline
Title: Barrister & Solicitor, and a Notary Public in 
and for the Province of British Columba
4740 Agar Driver, Richmond, BC, V7B 1A3
Canada
Tel: 604-276-7500   Fax: 604-232-8359



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CHC GROUP LTD., as Guarantor




By:                         
Name:
Title:


in the presence of


By:                         
Name:
Title: Notary Public









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HELI-ONE LEASING INC., as Guarantor




By:     /s/ Russ Hill                    
Name: Russ Hill
Title: Director


in the presence of


By:     /s/ Gareth D. Carline                
Name: Gaerth D. Carline
Title: Barrister & Solicitor, and a Notary Public in 
and for the Province of British Columba
4740 Agar Driver, Richmond, BC, V7B 1A3
Canada
Tel: 604-276-7500   Fax: 604-232-8359











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CHC GLOBAL OPERATIONS (2008) INC., as Guarantor




By:     /s/ Russ Hill                    
Name: Russ Hill
Title: Director


in the presence of


By:     /s/ Gareth D. Carline                
Name: Gaerth D. Carline
Title: Barrister & Solicitor, and a Notary Public in 
and for the Province of British Columba
4740 Agar Driver, Richmond, BC, V7B 1A3
Canada
Tel: 604-276-7500   Fax: 604-232-8359











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HELl-ONE USA INC., as Guarantor




By:     /s/ Russ Hill                    
Name: Russ Hill
Title: Director


in the presence of


By:     /s/ Gareth D. Carline                
Name: Gaerth D. Carline
Title: Barrister & Solicitor, and a Notary Public in 
and for the Province of British Columba
4740 Agar Driver, Richmond, BC, V7B 1A3
Canada
Tel: 604-276-7500   Fax: 604-232-8359











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HELl-ONE (U.S.) INC., as Guarantor




By:     /s/ Russ Hill                    
Name: Russ Hill
Title: Director


in the presence of


By:     /s/ Gareth D. Carline                
Name: Gaerth D. Carline
Title: Barrister & Solicitor, and a Notary Public in 
and for the Province of British Columba
4740 Agar Driver, Richmond, BC, V7B 1A3
Canada
Tel: 604-276-7500   Fax: 604-232-8359











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CHC GLOBAL OPERATIONS INTERNATIONAL INC., as Guarantor




By:     /s/ Russ Hill                    
Name: Russ Hill
Title: Director


in the presence of


By:     /s/ Gareth D. Carline                
Name: Gaerth D. Carline
Title: Barrister & Solicitor, and a Notary Public in 
and for the Province of British Columba
4740 Agar Driver, Richmond, BC, V7B 1A3
Canada
Tel: 604-276-7500   Fax: 604-232-8359











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6922767 HOLDING S.À R.L., as Guarantor




By:     /s/ Hille-Paul Schut                
Name: Hille-Paul Schut
Title: Manager B


in the presence of


By:     /s/ Jean Seckler                
Name: Jean Seckler
Title: Notary Public









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CHC HELICOPTER HOLDING S.À R.L., as Guarantor




By:     /s/ Hille-Paul Schut                
Name: Hille-Paul Schut
Title: Manager B


in the presence of


By:     /s/ Jean Seckler                
Name: Jean Seckler
Title: Notary Public











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CHC HELICOPTERS (BARBADOS) LIMITED, as Guarantor




By:     /s/ John Mackenzie                
Name: John Mackenzie
Title: Director


in the presence of


By:     /s/ Marissa Dhauraj-Raudlini            
Name: Marissa Dhauraj-Raudlini
Title: Senior Accountant









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LLOYD BASS STRAIT HELICOPTERS PTY. LTD., as Guarantor




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


in the presence of


By:     /s/ Paul D'Angelo                
Name: Paul D'Angelo
Title: Notary Public









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LLOYD HELICOPTERS INTERNATIONAL PTY. LTD. 




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


in the presence of


By:     /s/ Paul D'Angelo                
Name: Paul D'Angelo
Title: Notary Public











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LLOYD HELICOPTERS PTY. LTD., as Guarantor




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


in the presence of


By:     /s/ Paul D'Angelo                
Name: Paul D'Angelo
Title: Notary Public











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LLOYD HELICOPTER SERVICES PTY. LTD., as Guarantor






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


in the presence of


By:     /s/ Paul D'Angelo                
Name: Paul D'Angelo
Title: Notary Public











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CHC HELICOPTER AUSTRALIA PTY LTD., as Guarantor




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


in the presence of


By:     /s/ Paul D'Angelo                
Name: Paul D'Angelo
Title: Notary Public











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CHC HOLDING (UK) LIMITED, as Guarantor




By:     /s/ Dennis Corbett                
Name: Dennis Corbett
Title: Director


in the presence of


By:     /s/ Yasmin Strachan                
Name: Yasmin Strachan
Title: Notary Public













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LLOYD HELICOPTER SERVICES LIMITED, as Guarantor




By:     /s/ Dennis Corbett                
Name: Dennis Corbett
Title: Director


in the presence of


By:     /s/ Yasmin Strachan                
Name: Yasmin Strachan
Title: Notary Public











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MANAGEMENT AVIATION LIMITED, as Guarantor




By:     /s/ Dennis Corbett                
Name: Dennis Corbett
Title: Director


in the presence of


By:     /s/ Yasmin Strachan                
Name: Yasmin Strachan
Title: Notary Public











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HELI-ONE HOLDINGS (UK) LIMITED, as Guarantor




By:     /s/ Dennis Corbett                
Name: Dennis Corbett
Title: Director


in the presence of


By:     /s/ Yasmin Strachan                
Name: Yasmin Strachan
Title: Notary Public











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




By:     /s/ CHristian Krajewski            
Name: Christian Krajewski
Title: solely authorized director
Date: 22 October 2014
Place: Hoofddorp


in the presence of


By:     /s/ Elmar Dijkstra                
Name: Elmar Dijkstra
Title: Deputising for Daan ter Braak
civil-law notary in Amsterdam (the Netherlands)
Date: 22 October 2014
Place: Hoofddorp















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CHC HOOFDDORP B.V., as Guarantor




By:     /s/ CHristian Krajewski            
Name: Christian Krajewski
Title: solely authorized director
Date: 22 October 2014
Place: Hoofddorp


in the presence of


By:     /s/ Elmar Dijkstra                
Name: Elmar Dijkstra
Title: Deputising for Daan ter Braak
civil-law notary in Amsterdam (the Netherlands)
Date: 22 October 2014
Place: Hoofddorp











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CHC HOLDING NL B.V., as Guarantor




By:     /s/ CHristian Krajewski            
Name: Christian Krajewski
Title: solely authorized director
Date: 22 October 2014
Place: Hoofddorp


in the presence of


By:     /s/ Elmar Dijkstra                
Name: Elmar Dijkstra
Title: Deputising for Daan ter Braak
civil-law notary in Amsterdam (the Netherlands)
Date: 22 October 2014
Place: Hoofddorp











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CHC DEN HELDER B.V., as Guarantor




By:     /s/ Dennis Corbett                
Name: Dennis Corbett
Title: Director


in the presence of


By:     /s/ Yasmin Strachan                
Name: Yasmin Strachan
Title: Notary Public











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CAPITAL AVIATION SERVICES B.V., as Guarantor




By:     /s/ CHristian Krajewski            
Name: Christian Krajewski
Title: solely authorized director
Date: 22 October 2014
Place: Hoofddorp


in the presence of


By:     /s/ Elmar Dijkstra                
Name: Elmar Dijkstra
Title: Deputising for Daan ter Braak
civil-law notary in Amsterdam (the Netherlands)
Date: 22 October 2014
Place: Hoofddorp











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CHC NORWAY ACQUISITION CO AS, as Guarantor




By:     /s/ Rene Berg                    
Name: Rene Berg
Title: Director


in the presence of


By:     /s/ Elisabeth Nygaard                
Name: Elisabeth Nygaard
Title: Notary Public









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HELICOPTER SERVICES GROUP AS, as Guarantor




By:     /s/ Rene Berg                    
Name: Rene Berg
Title: Director


in the presence of


By:     /s/ Elisabeth Nygaard                
Name: Elisabeth Nygaard
Title: Notary Public











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HELl-ONE (EUROPE) AS, as Guarantor




By:     /s/ Rene Berg                    
Name: Rene Berg
Title: Director


in the presence of


By:     /s/ Elisabeth Nygaard                
Name: Elisabeth Nygaard
Title: Notary Public











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HELI-ONE LEASING (NORWAY) AS, as Guarantor




By:     /s/ Rene Berg                    
Name: Rene Berg
Title: Director


in the presence of


By:     /s/ Elisabeth Nygaard                
Name: Elisabeth Nygaard
Title: Notary Public











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HELl-ONE (NORWAY) AS, as Guarantor




By:     /s/ Rene Berg                    
Name: Rene Berg
Title: Director


in the presence of


By:     /s/ Elisabeth Nygaard                
Name: Elisabeth Nygaard
Title: Notary Public











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HELl-ONE (U.K.) LIMITED, as Guarantor




By:     /s/ Peter Das                    
Name: Peter Das
Title: Director


in the presence of


By:     /s/ Yashim Strachan            
Name: Yashim Strachan
Title: Notary Public









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HELIWORLD LEASING LIMITED, as Guarantor




By:     /s/ Dennis Corbett        
Name: Dennis Corbett
Title: Director


in the presence of


By:     /s/ Yashin Steachan            
Name: Yashin Steachan 
Title: Notary Public









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INTEGRA LEASING AS, as Guarantor




By:     /s/ Rune Berg                    
Name: Rune Berg
Title: Director


in the presence of


By:     /s/ Elisabeth Nygaard            
Name: Elisabeth Nygaard
Title: Notary Public









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CHC LEASING (IRELAND) LIMITED, as Guarantor




By:     /s/ Clark Mironn            
Name: Clark Mironn
Title: Managing Director


in the presence of


By:                         
Name:
Title: Notary Public









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CHC NETHERLANDS B.V., as Guarantor




By:     /s/ Christian Krajewski    
Name: Christian Krajewski
Title: jointly authorized director A








By:     /s/ Cees Johan van den Heuvel        
Name: Cees Johan van den Heuvel
Title: jointly authorized director B


in the presence of


By:     /s/ Elmar Dijkstra            
Name: Elmar Dijkstra
Title: Deputising for Daan ter Braak






 


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