AMENDMENT TO BACKSTOP AGREEMENT
Exhibit 10.3
AMENDMENT TO BACKSTOP AGREEMENT
THIS AMENDMENT dated as of November 3, 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), (B), (D), (E), (F) and (G) 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 as soon as reasonably practicable and in no event later than November 23, 2016;”
“(B) file the Plan and Disclosure Statement with the Bankruptcy Court by no later than November 11, 2016, which Plan and Disclosure Statement shall be in all respects reasonably acceptable to the Debtors and the Requisite Plan Sponsors;”
“(D) obtain entry of the Disclosure Statement Order and the Rights Offering Order by the Bankruptcy Court no later than December 22, 2016, which orders shall be in all respects reasonably acceptable to the Requisite Plan Sponsors and the Debtors;”
1
“(E) commence the Solicitation (as defined in the Plan Support Agreement) and Rights Offering no later than five (5) Business Days after both the entry of the Disclosure Statement Order and the Rights Offering Order by the Bankruptcy Court;”
“(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 November 30, 2016, which order is reasonably acceptable in all respects to the Requisite Plan Sponsors and the Debtors;”
“(G) obtain the entry of the Confirmation Order that is a Final Order by no later than March 17, 2017, which Confirmation Order is in all respects reasonably acceptable to the Debtors and the Requisite Plan Sponsors; or”
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]
2
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 LP
| ||
| 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: | /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 | |
|
FHIT-FRANKLIN HIGH INCOME FUND BY: FRANKLIN ADVISERS, INC., ITS INVESTMENT MANAGER
| ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
Notwithstanding anything to the contrary in this Amendment, the provisions of this Amendment (including any obligations and restrictions) shall only apply to FHIT – Franklin High Income Fund (the “Fund”) and shall not apply to any other fund or account managed by Franklin Advisers, Inc. or its affiliates. The Fund’s agreement to enter into this Amendment is conditioned upon the preceding sentence.
[Signature Page to Amendment to Backstop Agreement ]
|
Marble Ridge Capital L.P.
| ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx 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: | EVP/Partner | |
[Signature Page to Amendment to Backstop Agreement ]
