AMENDMENT TO PLAN SUPPORT AGREEMENT
Exhibit 10.1
AMENDMENT TO PLAN SUPPORT AGREEMENT
THIS AMENDMENT dated as of November 3, 2016 (this “Amendment”) is entered into by and among:
(i) CHC Group Ltd. (the “Company”);
(ii) 6922767 Holding SARL, Capital Aviation Services B.V., CHC Cayman ABL Borrower Ltd., CHC Cayman ABL Holdings Ltd., CHC Cayman Investments I Ltd., CHC Den Helder B.V., CHC Global Operations (2008) ULC, CHC Global Operations Canada (2008) ULC, CHC Global Operations International ULC, CHC Helicopter (1) S.à x.x., CHC Helicopter (2) S.à x.x., CHC Helicopter (3) S.à x.x., CHC Helicopter (4) S.à x.x., CHC Helicopter (5) S.à x.x., CHC Helicopter Australia Pty Ltd, CHC Helicopter Holding S.à x.x., CHC Helicopter S.A., CHC Helicopters (Barbados) Limited, CHC Helicopters (Barbados) SRL, CHC Holding (UK) Limited, XXX Xxxxxxx XX X.X., XXX Xxxxxxxxx X.X., XXX Leasing (Ireland) Limited, XXX Xxxxxxxxxxx X.X., XXX Xxxxxx Acquisition Co AS, Heli-One (Netherlands) B.V., Heli-One (Norway) AS, Heli-One (U.S.) Inc., Heli-One (UK) Limited, Heli-One Canada ULC, Heli-One Holdings (UK) Limited, Heli-One Leasing (Norway) AS, Heli-One Leasing ULC, Heli-One USA Inc., Heliworld Leasing Limited, Integra Leasing AS, Xxxxx Xxxx Xxxxxx Helicopters Pty. Ltd., Xxxxx Helicopter Services Limited, Xxxxx Helicopter Services Pty. Ltd., Xxxxx Helicopters International Pty. Ltd., Xxxxx Helicopters Pty. Ltd., Management Aviation Limited, each such entity an affiliate of the Company (such entities, together with the Company, the “CHC Parties” and each a “CHC Party”);
(iii) 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”) and The Milestone Aviation Asset Holding Group No. 1 Ltd (“Milestone 1”), The Milestone Aviation Asset Holding Group No. 8 Ltd (“Milestone 8”), The Milestone Aviation Asset Holding Group No. 20 Ltd (“Milestone 20”), The Milestone Aviation Asset Holding Group No. 25 Ltd (“Milestone 25” and together with Milestone 1, Milestone 8 and Milestone 20, the “Milestone Beneficial Owners”), Milestone Export Leasing, Limited (“Milestone Export”), GE Capital Equipment Finance Ltd (“GE Capital”) and GE European Equipment Finance (Aircraft No. 2) Limited (“GE European” and together with Milestone Export and GE Capital, the “Milestone Lessors”) (each of Milestone, the Milestone Beneficial Owners, and the Milestone Lessors, a “Milestone Party” and collectively, the “Milestone Parties”),
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.
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(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 CHC Parties, the Plan Sponsors, the UCC, the Milestone Parties 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”);
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) Section 5(b)(viii) of the PSA is hereby amended and restated in its entirety as follows:
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“(viii) incur, create, assume or suffer to exist any indebtedness or any guarantee of any indebtedness of any of the CHC Parties or the CHC Parties’ direct and indirect subsidiaries and affiliates, except (A) indebtedness and guarantees existing and outstanding as of September 1, 2016, (B) trade payables, and with liabilities arising and incurred in the ordinary course of business consistent past practice and (C) intercompany indebtedness among the CHC Parties or the CHC Parties’ direct and indirect subsidiaries and affiliates, consistent with their respective cash management systems or as contemplated by the restructuring transactions to be outlined in an exhibit to the CHC Plan;”
(b) Subsections (A), (B), (D), (E), (F) and (G) 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 as soon as reasonably practicable and in no event later than November 23, 2016;”
“(B) file the CHC Plan and CHC Disclosure Statement with the Bankruptcy Court by no later than November 11, 2016, which CHC Plan and CHC Disclosure Statement shall be in all respects reasonably acceptable to the CHC Parties, the Requisite Plan Sponsors and the UCC;”
“(D) obtain entry of the CHC 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 CHC Parties, the Requisite Plan Sponsors and the UCC;”
“(E) commence the Solicitation and Rights Offering no later than five (5) business days after both the entry of the CHC Disclosure Statement Order and the order approving the Rights Offering Procedures by the Bankruptcy Court;”
“(F) obtain the entry by the Bankruptcy Court of the Final Cash Collateral Order by no later than November 30, 2016, which order is in all respects reasonably acceptable to the CHC Parties, Plan Sponsors and the UCC;”
“(G) obtain the entry of a Final Order confirming the CHC Plan pursuant to section 1129 of the Bankruptcy Code (the “Confirmation Order”) by no later than March 17, 2017, which CHC Plan and Confirmation Order are in all respects reasonably acceptable to the CHC Parties, the Requisite Plan Sponsors and the UCC; or”
(c) Section 6(e)(vii) of the PSA is hereby amended and restated in its entirety as follows:
“(vii) if the Confirmation Order is not entered by March 31, 2017, which CHC Plan and Confirmation Order are in all respects reasonably acceptable to the CHC Parties, Requisite Plan Sponsors and UCC;”
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(d) Section 10 of the PSA is hereby amended and restated in its entirety as follows:
“This Agreement may be modified, amended or supplemented, and any terms may be waived, only upon written approval of the CHC Parties (which written approval may be executed by the Company on behalf of all the CHC Parties), the Requisite Plan Sponsors and the UCC, and, solely to the extent such modification, amendment, supplement or waiver materially, adversely, disproportionately and directly impacts (x) the treatment of any Claims of the Individual Creditor Parties or the Milestone Parties, held directly or indirectly through the Milestone Trustees acting on its behalf, (y) the rights or obligations of the Individual Creditor Parties or the Milestone Parties hereunder or (z) the terms of the Milestone Term Sheet and Milestone Documents with respect to the Milestone Parties, upon written approval of the Individual Creditor Parties or the Milestone Parties (which written approval may be executed by Milestone on behalf of all the Milestone Parties), to the extent applicable to such Party; provided that if the modification, amendment, supplement or waiver at issue materially, adversely and directly impacts the treatment or rights of any Plan Sponsor differently than any other Plan Sponsor other than as set forth in this Agreement, the agreement in writing of such Plan Sponsor shall also be required for such modification, amendment, supplement or waiver to be effective. Any modification, amendment, supplement or waiver made in compliance with this Section 10 shall be binding on all Parties, regardless of whether a particular Party has executed or consented to such modification, amendment, supplement or waiver. Notwithstanding anything to the contrary herein, the Milestone Term Sheet and the Milestone Documents may not be modified, amended, or supplemented, nor may any terms therein be waived, without the express written consent of the Milestone Parties (which written approval may be executed by Milestone on behalf of all the Milestone Parties).”
(e) The Milestone Term Sheet (which was attached to the PSA as Exhibit C) is hereby amended in the form set forth in Exhibit A hereto.
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 CHC Parties, the Requisite Plan Sponsors, the UCC, the Milestone Parties and the Individual Creditor Parties of an executed signature page hereto; provided, however, the CHC Parties, 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]
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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.
| CHC PARTIES | ||
| CHC Group Ltd. | ||
| By: | /s/ Xxxx Xxxxxxxxx | |
| Name: Xxxx Xxxxxxxxx | ||
| Title: President and Chief Executive Officer | ||
| 6922767 Holding SARL | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Class A Manager | ||
| Capital Aviation Services B.V. | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CHC Cayman ABL Borrower Ltd. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Director | ||
| CHC Cayman ABL Holdings Ltd. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Director | ||
[ Signature Page to Amendment to PSA ]
| CHC Cayman Investments I Ltd. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Director | ||
| CHC Den Helder B.V. | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CHC Global Operations (2008) ULC | ||
| By: | /s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | ||
| Title: Senior Vice President and Chief Information Officer | ||
| CHC Global Operations Canada (2008) ULC | ||
| By: | /s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | ||
| Title: Senior Vice President and Chief Information Officer | ||
| CHC Global Operations International ULC | ||
| By: | /s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | ||
| Title: Senior Vice President and Chief Information Officer | ||
| CHC Helicopter (1) S.à x.x. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Class A Manager | ||
[ Signature Page to Amendment to PSA ]
| CHC Helicopter (2) S.à x.x. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Class A Manager | ||
| CHC Helicopter (3) S.à x.x. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Class A Manager | ||
| CHC Helicopter (4) S.à x.x. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Class A Manager | ||
| CHC Helicopter (5) S.à x.x. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Class A Manager | ||
| CHC Helicopter Australia Pty Ltd | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: Xxx Xxxxxx | ||
| Title: Finance Director | ||
| CHC Helicopter Holding S.à x.x. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Class A Manager | ||
[ Signature Page to Amendment to PSA ]
| CHC Helicopter S.A. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Class A Manager | ||
| CHC Helicopters (Barbados) Limited | ||
| By: | /s/ Xxxx X.X. Xxxxxxxxx | |
| Name: Xxxx X.X. Xxxxxxxxx | ||
| Title: Director | ||
| CHC Helicopters (Barbados) SRL | ||
| By: | /s/ Xxxx X.X. Xxxxxxxxx | |
| Name: Xxxx X.X. Xxxxxxxxx | ||
| Title: Manager | ||
| CHC Holding (UK) Limited | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Director | ||
| CHC Holding NL B.V. | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CHC Hoofddorp B.V. | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Director | ||
[ Signature Page to Amendment to PSA ]
| CHC Leasing (Ireland) Limited | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Director | ||
| CHC Netherlands B.V. | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CHC Norway Acquisition Co AS | ||
| By: | /s/ Xxxxxx Xxxxxxx Xxxx | |
| Name: Xxxxxx Xxxxxxx Xxxx | ||
| Title: Managing Director | ||
| Heli-One (Netherlands) B.V. | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Director | ||
| Heli-One (Norway) AS | ||
| By: | /s/ Xxxxxx Xxxxxxx Xxxx | |
| Name: Xxxxxx Xxxxxxx Xxxx | ||
| Title: Managing Director | ||
[ Signature Page to Amendment to PSA ]
| Heli-One (U.S.) Inc. | ||
| By: | /s/ Xxxxxxx XxXxxx | |
| Name: Xxxxxxx XxXxxx | ||
| Title: President | ||
| Heli-One (UK) Limited | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Director | ||
| Heli-One Canada ULC | ||
| By: | /s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | ||
| Title: Senior Vice President and Chief Information Officer | ||
| Heli-One Holdings (UK) Limited | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Director | ||
| Heli-One Leasing (Norway) AS | ||
| By: | /s/ Xxxxxx Xxxxxxx Xxxx | |
| Name: Xxxxxx Xxxxxxx Xxxx | ||
| Title: Chairman | ||
| Heli-One Leasing ULC | ||
| By: | /s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | ||
| Title: Senior Vice President and Chief Information Officer | ||
[ Signature Page to Amendment to PSA ]
| Heli-One USA Inc. | ||
| By: | /s/ Xxxxxxx XxXxxx | |
| Name: Xxxxxxx XxXxxx | ||
| Title: President | ||
| Heliworld Leasing Limited | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Director | ||
| Integra Leasing AS | ||
| By: | /s/ Xxxxxx Xxxxxxx Xxxx | |
| Name: Xxxxxx Xxxxxxx Xxxx | ||
| Title: Director | ||
| Xxxxx Xxxx Strait Helicopters Pty. Ltd. | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: Xxx Xxxxxx | ||
| Title: Finance Director | ||
| Xxxxx Helicopter Services Limited | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Director | ||
| Xxxxx Helicopter Services Pty. Ltd. | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: Xxx Xxxxxx | ||
| Title: Finance Director | ||
[ Signature Page to Amendment to PSA ]
| Xxxxx Helicopters International Pty. Ltd. | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: Xxx Xxxxxx | ||
| Title: Finance Director | ||
| Xxxxx Helicopters Pty. Ltd. | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: Xxx Xxxxxx | ||
| Title: Finance Director | ||
| Management Aviation Limited | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Director | ||
[ Signature Page to Amendment to PSA ]
REQUISITE PLAN SPONSORS
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: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Executive Vice President | |
[ Signature Page to Amendment to PSA ]
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 PSA ]
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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 PSA ]
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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 | |
[ Signature Page to Amendment to PSA ]
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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 | |
|
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 PSA ]
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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: | Managing Member | |
|
Xxxx Xxxxx Strategic Opportunities Fund II, L.P.
| ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | Managing Member | |
[ Signature Page to Amendment to PSA ]
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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 PSA ]
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Xxxxxxxxxx Opportunities Fund, VI, LLC By: Xxxxxxxxxx Capital Partners, LLC Its: Investment Manager
| ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | Managing Partner | |
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Xxxxxxxxxx Special Situations IX-S, LP By: Xxxxxxxxxx Capital Partners, LLC Its: Investment Manager
| ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | Managing Partner | |
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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/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Authorized Signatory | |
[ Signature Page to Amendment to PSA ]
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Wayzata Opportunities Fund Offshore III, L.P. By: Wayzata Offshore GP III, LLC, its General Partner
| ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Authorized Signatory | |
|
FRANKLIN ADVISERS, INC. as investment manager on behalf of certain funds and accounts
| ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[ Signature Page to Amendment to PSA ]
|
UCC
Official Committee of Unsecured Creditors |
| /s/ Xxxxxxx X. Xxxxxx |
| Xxxxxxx X. Xxxxxx |
| Counsel to the UCC |
[ Signature Page to Amendment to PSA ]
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INDIVIDUAL CREDITOR PARTIES
Marble Ridge Capital L.P.
| ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxx | |
| Title: | Authorized Signatory | |
[ Signature Page to Amendment to PSA ]
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Solus Alternative Asset Management LP
| ||
| By: | /s/ X.X. Xxxxxxxx | |
| Name: | X.X. Xxxxxxxx | |
| Title: | EVP/Partner | |
[ Signature Page to Amendment to PSA ]
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MILESTONE PARTIES
The Milestone Aviation Group Limited
| ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Assistant Secretary | |
| Location: |
Xxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxx 0, Xxxxxxx |
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The Milestone Aviation Asset Holding Group No. 1 Ltd
| ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Director | |
| Location: |
Xxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxx 0, Xxxxxxx |
|
[ Signature Page to Amendment to PSA ]
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The Milestone Aviation Asset Holding Group No. 8 Ltd
| ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Director | |
| Location: |
Xxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxx 0, Xxxxxxx |
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The Milestone Aviation Asset Holding Group No. 20 Ltd
| ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Director | |
| Location: |
Xxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxx 0, Xxxxxxx |
[ Signature Page to Amendment to PSA ]
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The Milestone Aviation Asset Holding Group No. 25 Ltd
| ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Director | |
| Location: |
Xxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxx 0, Xxxxxxx |
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Milestone Export Leasing, Ltd.
| ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Company Secretary | |
| Location: |
Xxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxx 0, Xxxxxxx |
[ Signature Page to Amendment to PSA ]
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GE Capital Equipment Finance Ltd.
| ||
| By: | /s/ Xxxxx Xxxxxx (as attorney) | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Lead Counsel, Corporate Aircraft | |
|
GE European Equipment Finance (Aircraft No. 2) Limited
| ||
| By: | /s/ Xxxxx Xxxxxx (as attorney) | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Lead Counsel, Corporate Aircraft | |
[ Signature Page to Amendment to PSA ]
EXHIBIT A
AMENDMENT TO THE MILESTONE TERM SHEET
AMENDMENT NO.1
TO TERM SHEET
This Amendment No.1 to Term Sheet (the “Amendment”) is entered into as of November 3, 2016, between CHC Group Ltd., as debtor and debtor in possession (“CHC”) and The Milestone Aviation Group Limited (“Milestone”) and amends the Term Sheet dated October 11, 2016 between CHC and Milestone (the “Term Sheet”).
WHEREAS:
CHC and Milestone (together the “Parties”) entered into the Term Sheet. The Parties intend to amend the Term Sheet as set out in Clause 2 herein.
IT IS AGREED as follows:
| 1. | Definitions |
Capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in the Term Sheet.
| 2. | Amendment |
The Parties herein agree that the Term Sheet shall be amended with effect from the date of this Amendment as follows:
The definition of “Qualified Plan Confirmation Order Outside Date” shall be deleted in its entirety and replaced with the following:
“Qualified Plan Confirmation Order Outside Date” shall mean March 17, 2017.
| 3. | General |
| 3.1 | Sections 4.3 (Confidentiality), 4.4 (Miscellaneous) and 4.5 (Governing Law) of the Term Sheet are hereby incorporated by reference into (and made part of) this Amendment as if fully set forth herein and any reference in such sections to “this Term Sheet” shall be read to refer to “this Amendment”. |
| 3.2 | No variation of this Amendment shall be effective unless made in writing and signed by or on behalf of the Parties. |
| 3.3 | The Term Sheet shall remain in full force and unchanged in relation to any other matters not expressly set out in this Amendment and any reference in the Term Sheet to “this Term Sheet” shall be read and construed as a reference to the Term Sheet as amended by this Amendment. |
| 3.4 | The effectiveness of this Amendment is conditioned upon and subject to the approval of the United States Bankruptcy Court for the Northern District of Texas. |
[Remainder of Page Intentionally Left Blank; Signature Page Follows.]
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IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment No. 1 to the Term Sheet on the date and year set out above.
| THE MILESTONE AVIATION GROUP LIMITED | CHC GROUP LTD. | |||
| By: | /s/ Xxxx Xxxxxxx | By: | /s/ Xxxxxxx X. Stable | |
| Name: Xxxx Xxxxxxx | Name: Xxxxxxx X. Stable | |||
|
Title: Assistant Secretary Location: Xxxxxxx Xxxxx 0xx Xxxxx Xxxxxxxxxxxx Xxxx Xxxxxxxxxxx Xxxxxx 0, Xxxxxxx |
Title: Vice President | |||
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