AMENDMENT TO BACKSTOP AGREEMENT

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/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		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/ Xxxxxx Xxxxxxxx
Name:	Xxxxxx Xxxxxxxx
Title:	Senior Vice President

Future Fund Board of Guardians
By: Xxxx Capital Credit, LP, as Investment Manager
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President

Sankaty Credit Opportunities (F), L.P
By: Xxxx Capital Credit, LP, as Investment Manager
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President

[ Signature Page to Amendment to Backstop Agreement ]

Sankaty Credit Opportunities V AIV II (Master), L.P.
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President

Sankaty Credit Opportunities VI-A, L.P.
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President

Sankaty Credit Opportunities VI-B (Master), L.P.
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President

[ Signature Page to Amendment to Backstop Agreement ]

Sankaty Managed Account (CalPERS), L.P.
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President
Xxxx Capital High Income Partnership, L.P.
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President
Sankaty Managed Account (E), L.P.
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President

Sankaty Managed Account (FSS), L.P.
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President

[ Signature Page to Amendment to Backstop Agreement ]

Sankaty Managed Account (PSERS), L.P.
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President
Sankaty Managed Account (TCCC), L.P.
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President

Sankaty Rio Grande FMC, L.P.
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President

Sears Holdings Pension Trust
By: Xxxx Capital Credit, LP, as Investment Manager
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President

[ Signature Page to Amendment to Backstop Agreement ]

Sankaty Credit Opportunities VI-EU (Master), L.P.
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President

Sankaty Credit Opportunities VI-G, L.P.
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President
Los Angeles County Employees Retirement Association
By: Xxxx Capital Credit, LP, as Manager
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President

[ Signature Page to Amendment to Backstop Agreement ]

American Century Capital Portfolios, Inc. – AC Alternatives Income Fund
By: Xxxx Capital Credit, LP, as Subadvisor
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Executive Vice President

Xxxx Xxxxx Strategic Investments, L.P.
By:	/s/ Xxxxx X. Xxxxxx
Name:	Xxxxx X. Xxxxxx
Title:	Authorized Signatory

Xxxx Xxxxx Strategic Opportunities Fund II, L.P.
By:	/s/ Xxxxx X. Xxxxxx
Name:	Xxxxx X. Xxxxxx
Title:	Authorized Signatory

[ Signature Page to Amendment to Backstop Agreement ]

Xxxxxxxxxx Special Situations IX-O, LP
By: Xxxxxxxxxx Capital Partners, LLC
Its: Investment Manager
By:	/s/ Xxxxx Xxxxxxxxx
Name:	Xxxxx Xxxxxxxxx
Title:	Managing Partner

Xxxxxxxxxx Special Situations Fund IX-C, LP
By: Xxxxxxxxxx Capital Partners, LLC
Its: Investment Manager
By:	/s/ Xxxxx Xxxxxxxxx
Name:	Xxxxx Xxxxxxxxx
Title:	Managing Partner

Xxxxxxxxxx Special Situations Fund IX, LLC
By: Xxxxxxxxxx Capital Partners, LLC
Its: Investment Manager
By:	/s/ Xxxxx Xxxxxxxxx
Name:	Xxxxx Xxxxxxxxx
Title:	Managing Partner

[ Signature Page to Amendment to Backstop Agreement ]

Xxxxxxxxxx Opportunities Fund, VI, LLC
By: Xxxxxxxxxx Capital Partners, LLC
Its: Investment Manager
By:	/s/ Xxxxx Xxxxxxxxx
Name:	Xxxxx Xxxxxxxxx
Title:	Managing Partner
Xxxxxxxxxx Special Situations IX-S, LP
By: Xxxxxxxxxx Capital Partners, LLC
Its: Investment Manager
By:	/s/ Xxxxx Xxxxxxxxx
Name:	Xxxxx Xxxxxxxxx
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/ Xxxxxx X. Xxxxxxx
Name:	Xxxxxx X. Xxxxxxx
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/ Xxxxxx X. Xxxxxxx
Name:	Xxxxxx X. Xxxxxxx
Title:	Authorized Signatory

[ Signature Page to Amendment to Backstop Agreement ]

Marble Ridge Capital L.P.
By:	/s/ Xxx Xxxxxxxx
Name:	Xxx Xxxxxxxx
Title:	Authorized Signatory

[ Signature Page to Amendment to Backstop Agreement ]

Solus Alternative Asset Management LP
By:	/s/ X.X. Xxxxxxxx
Name:	X.X. Xxxxxxxx
Title:	Partner

[ Signature Page to Amendment to Backstop Agreement ]