REGISTRATION RIGHTS AGREEMENT REGISTERED EXCHANGE OFFER CHC HELICOPTER S.A.Registration Rights Agreement • May 14th, 2013 • CHC Helicopter S.A. • Air transportation, nonscheduled • New York
CHC Helicopter S.A., a public limited liability company (société anonyme) organized under the laws of Luxembourg (the “Company”) whose registered office is located at 13-15 Avenue de la Liberté, L-1931 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 139673, proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc., RBC Capital Markets, LLC and UBS Securities LLC (collectively, the “Representatives”) are acting as representatives, $300,000,000 aggregate principal amount of its 9.375% Senior Notes due 2021 (the “Notes”) upon the terms set forth in the Purchase Agreement among the Company, the guarantors named therein and the Representatives, on behalf of the Initial Purchasers, dated May 8, 2013 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. As of the date hereof, the obligations of the
