AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • British Columbia
Heli-One American Support LLC incorporated pursuant to the laws of Delaware, having a head office in Fort Collins, Colorado
EMPLOYMENT AGREEMENT THIS AGREEMENT, DATED AS OF SEPTEMBER 26, 2011, IS ENTERED INTO BY AND BETWEEN HELI-ONE AMERICAN SUPPORT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY (“HELI-ONE”), AND JOAN HOOPER, RESIDING AT [HOME ADDRESS] (THE “EXECUTIVE”).Employment Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • Texas
WHEREAS, Heli-One wishes to employ the Executive, and the Executive wishes to become employed by Heli-One, in the position of SVP, Chief Financial Officer, for the benefit of the CHC Helicopter group of companies, which includes CHC Helicopter S.A. and its direct and indirect subsidiaries and associated companies, including Heli-One (together, “CHC”).
RETIREMENT COMPENSATION ARRANGEMENT TRUST AGREEMENTRetirement Compensation Arrangement Trust Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • Ontario
(such individual and, following her death, her Designated Beneficiary (as defined herein), being hereinafter referred to as the “Participant”)
SALE PURCHASE AGREEMENT BETWEEN CHC Leasing (Ireland) Limited AND EUROCOPTER FOR THE SUPPLY OF TWENTY (20) FIR HELICOPTERS WITH RELATED SERVICESSale Purchase Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled
Whereas the Parties have already entered into several agreements and a framework agreement amended from time to time, for the sale and purchase of twenty four (24) EC 225 helicopters with given configuration and a specific set of conditions.
THIS AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT PLAN AGREEMENT is made this 30th day of April, 2007 between: CHC HELICOPTERS INTERNATIONAL INC, a corporation incorporated under the laws of Canada (the “Corporation”) - and - CHRISTINE BAIRD, a senior...Supplemental Retirement Plan Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • Newfoundland and Labrador
WHEREAS the Corporation and the Employee are parties to a Supplemental Retirement Plan Agreement made the 5th day of October, 2004 (the “Existing Agreement”);
CONTRACT BETWEEN HELI ONE A division of CHC Helicopters International Inc. AND EUROCOPTER FOR THE SUPPLY OF SIXTEEN (16) EC 225 HELICOPTERS AND TEN (10) OPTIONAL EC225 HELICOPTERS WITH RELATED SERVICESContract for the Supply of Helicopters • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled
Whereas the Parties are willing to enter into a contract for the procurement of sixteen (16) firm Helicopters and ten (10) Option Helicopters (as such Helicopters and Option Helicopters are defined below).
MANAGEMENT SHAREHOLDERS AGREEMENT AMONG 6922767 HOLDING (CAYMAN) INC. AND MANAGEMENT SHAREHOLDERS OF 6922767 HOLDING (CAYMAN) INC. DATED AS OF SEPTEMBER 16, 2008Management Shareholders Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • New York
THIS MANAGEMENT SHAREHOLDERS AGREEMENT, dated as of September 16, 2008, is entered into among 6922767 Holding (Cayman) Inc., a limited liability exempted company incorporated under the laws of the Cayman Islands (the “Company”), and the other Persons listed on each signature page hereto. Each of the Persons listed on the signature pages hereto (other man the Company) and any Person who becomes a party hereto are sometimes referred to individually as a “Shareholder” and together as the “Shareholders.”
Framework Agreement between Agusta S.p.A. and CHC Helicopters International Inc.Framework Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled
Agusta S.p.A., an Italian company, with a sole shareholder, having a registered office in Samarate, Cascina Costa (VA), Via Giovanni Agusta n. 520, Italy, stock capital Euro 702.537.000,00 fully paid up, number of registration at the Chamber of Commerce of Varese and Fiscal Code 02512010121, subject to the direction and coordination of Agusta N.V. (hereafter “Agusta”)
FORM OF ORDINARY B SHARE SUBSCRIPTION AGREEMENTSubscription Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • New York
AND WHEREAS the Company wishes to provide eligible employees a proprietary interest in the Company and thereby encourage such employees to perform the duties of their employment to the best of their abilities and to devote their business time and efforts to increase the value of CHC and to facilitate a successful public offering or other disposition of the shares or other economic interests in CHC;
FORM OF OPTION AGREEMENTOption Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • New York
THIS AGREEMENT (the “Agreement”), is made effective as of the day of , at [Time], (hereinafter called the “Effective Date”) between 6922767 Holding (Cayman) Inc. (hereinafter called the “Company”), and [Full Name] (hereinafter called the “Participant”)
Without prejudice and subject to contract COMPROMISE AGREEMENT between EEA HELICOPTER OPERATIONS B.V. a company incorporated pursuant to the laws of the Netherlands and having a place of business at CHC House, Howe Moss Drive, Kirkhill Industrial...Compromise Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled
U.S.$300,000,000 CREDIT AGREEMENT Dated as of October 4, 2010 among 6922767 HOLDING S.AR.L., as the Company, CHC HELICOPTER HOLDING S.AR.L., as Holdco, CHC HELICOPTER S.A., as Initial Borrower, THE LENDERS PARTY HERETO, HSBC BANK PLC, as...Credit Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • New York
CREDIT AGREEMENT dated as of October 4, 2010 (as amended, amended and restated, supplemented or otherwise modified, this “Agreement”), among 6922767 HOLDING S.AR.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”) whose registered office is located at 13-15 avenue de la Liberté, L-1931 Luxembourg, with a share capital of EUR 1,184,793,767 and registered with the Luxembourg Register of Commerce and Companies (“R.C.S. Luxembourg”) under number B 136762 (the “Company”), CHC HELICOPTER HOLDING S.AR.L. (formerly known as CHC Helicopter LLC), a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Luxembourg whose registered office is located at 13-15 avenue de la Liberté, L-1931 Luxembourg, with a share capital of EUR12,500 and registered with the R.C.S. Luxembourg under number B155574 (“Holdco”), CHC HELICOPTER S.A. (formerly CHC Helicopter S.
FORM OF ROLLOVER OPTION AGREEMENTRollover Option Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • New York
THIS AGREEMENT (the “Agreement”), is made effective as of the day of , , (hereinafter called the “Effective Date”) between 6922767 Holding (Cayman) Inc. (hereinafter called the “Company”), and (hereinafter called the “Participant”)
SUPPLEMENTAL RETIREMENT PLAN AGREEMENTSupplemental Retirement Plan Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • British Columbia
WHEREAS the Employee is a highly valued senior executive employee of the Company currently occupying the position of Senior Vice President and Chief Financial Officer;
August 8, 2011 Mr. Frederick Davis Chief Financial Officer [home address] Agreement regarding termination of employment CHC Helicopter 4740 Agar Drive, Richmond, BC V7B 1A3 Canada T 604.276.7500 F 604.232.8341 www.chc.ca Dear Rick: I am writing...Agreement Regarding Termination of Employment • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled
EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • England
EEA Helicopter Operations B.V., incorporated pursuant to the laws of the Netherlands, having a head office in Aberdeen, Scotland
REGISTRATION RIGHTS AGREEMENT REGISTERED EXCHANGE OFFER CHC HELICOPTER S.A.Registration Rights Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • New York
Each broker-dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it shall deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a Prospectus, a broker-dealer shall not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 180 days after consummation of the Registered Exchange Offer, they shall make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”
February 7, 2011 Ms. Christine Baird President CHC Global Operations [home address] CHC Helicopter Agreement regarding termination of employmentTermination of Employment Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled
Dated 4 October 2010 HSBC BANK PLC as Administrative Agent THE BANK OF NEW YORK MELLON as Notes Trustee THE GRANTORS THE LENDERS THE ARRANGERS AND HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED as Collateral Agent COLLATERAL AGENT AND ADMINISTRATIVE...Collateral Agent and Administrative Agent Appointment Deed • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • New York
WHEREAS, 6922767 Canada Inc. (“Bidco”) and CHC Helicopter Corporation (“CHC”) have entered into an arrangement agreement dated as of February 22, 2008, pursuant to which Bidco will acquire all of the issued and outstanding shares of CHC, following which Bidco will amalgamate with CHC (the “Arrangement”);
6922767 Holding (Cayman) Inc. Form of Restricted Share Unit Grant AgreementRestricted Share Unit Grant Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • New York
THIS AGREEMENT (the “Agreement”), is made effective as of the day of , at [Time], (hereinafter called the “Effective Date”) between 6922767 Holding (Cayman) Inc. (hereinafter called the “Company”), and [Full Name] (hereinafter called the “Participant”)
CONSULTING AGREEMENTConsulting Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled
NOW THEREFORE in consideration of the mutual covenants and promises contained herein CHC and the Consultant agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • British Columbia
WHEREAS CHC wishes to employ the Executive in the position of President and Chief Executive Officer of the CHC Helicopter group of companies which shall include CHC Helicopter SaRL and its direct and indirect subsidiaries (together, the “CHC Group”);
GuaranteeGuarantee • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • New York
THIS GUARANTEE dated and effective as of October 4, 2010 (this “Agreement”), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 4.12 (the “Guarantors”), in favor of the Administrative Agent for the benefit of the Secured Parties.
FORM OF OPTION AGREEMENTOption Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • New York
THIS AGREEMENT (the “Agreement”), is made effective as of the day of , , (hereinafter called the “Effective Date”) between 6922767 Holding (Cayman) Inc. (hereinafter called the “Company”), and (hereinafter called the “Participant”)
FORM OF SPECIAL A SHARE SUBSCRIPTION AGREEMENTSpecial a Share Subscription Agreement • January 18th, 2012 • Integra Leasing As • Air transportation, nonscheduled • New York
THIS AGREEMENT (the “Agreement”), is made effective as of the day of , , (hereinafter called the “Effective Date”) between 6922767 Holding (Cayman) Inc. (hereinafter called the “Company”), and (hereinafter called the “Participant”)
