S-4/A

As filed with the Securities and Exchange Commission on June 7, 2013

Registration No. 333-188927

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CHC Helicopter S.A.

(Exact name of registrant issuer as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

Luxembourg	4522	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

4740 Agar Drive

Richmond, BC V7B 1A3, Canada

(604) 276-7500

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 590-9070

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Michael O’Neill, Esq. Chief Legal Officer CHC Helicopter S.A. 4740 Agar Drive Richmond, BC V7B 1A3, Canada (604) 276-7500 Louis Lehot, Esq. Michael Tollini, Esq. Cooley LLP 3175 Hanover Street Palo Alto, California 94304-1130 (650) 843-5000 Russ Hill, Esq. VP, Deputy General Counsel CHC Helicopter S.A. 4740 Agar Drive Richmond, BC V7B 1A3, Canada (604) 276-7500

Approximate date of commencement of proposed exchange offer: As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrant Guarantors

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor’s Principal Executive Offices
6922767 Holding S.à r.l.	Luxembourg	98-0598004	13-15 Avenue de la Liberté L-1931 Luxembourg +352-2689-01
Capital Aviation Services B.V.	Netherlands	98-0592415	9 Parellaan 2132 WS Hoofddorp The Netherlands +31 (0)23 555 55 55
CHC Capital (Barbados) Limited	Barbados	N/A	Deighton House Dayrell’s Road at Deighton St. Michael, BB14030 Barbados (246) 228-4472
CHC Den Helder B.V.	Netherlands	N/A	9 Parellaan 2132 WS Hoofddorp The Netherlands +31 (0)23 555 55 55
CHC Global Operations (2008) Inc.	Canada	N/A	4740 Agar Drive Richmond, BC V7B 1A3 Canada (604) 276-7500
CHC Global Operations Canada (2008) Inc.	Canada	N/A	4740 Agar Drive Richmond, BC V7B 1A3 Canada (604) 276-7500
CHC Global Operations International Inc.	Canada	N/A	4740 Agar Drive Richmond, BC V7B 1A3 Canada (604) 276-7500
CHC Helicopter Holding S.à r.l.	Luxembourg	94-13440907	13-15 Avenue de la Liberté L-1931 Luxembourg +352-2689-01
CHC Helicopters (Barbados) Limited	Barbados	N/A	Deighton House Dayrell’s Road at Deighton St. Michael, BB14030 Barbados (246) 228-4472
CHC Holding NL B.V.	Netherlands	98-0596801	9 Parellaan 2132 WS Hoofddorp The Netherlands +31 (0)23 555 55 55

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor’s Principal Executive Offices
CHC Holding (UK) Limited	Scotland	N/A	CHC House Howe Moss Drive Kirkhill Industrial Estate Dyce Aberdeen AB21 0GL Scotland +44-1224-846-000
CHC Hoofddorp B.V.	Netherlands	98-0952413	9 Parellaan 2132 WS Hoofddorp The Netherlands +31 (0)23 555 55 55
CHC Netherlands B.V.	Netherlands	98-2592409	9 Parellaan 2132 WS Hoofddorp The Netherlands +31 (0)23 555 55 55
CHC Norway Acquisition Co AS	Norway	98-0596777	Stavanger Lufthavn 4050 Sola Norway +47 51 94 10 00
Helicopter Services Group AS	Norway	98-0592436	Stavanger Lufthavn 4050 Sola Norway +47 51 94 10 00
Heli-One Canada Inc.	Canada	N/A	4740 Agar Drive Richmond, BC V7B 1A3 Canada (604) 276-7500
Heli-One Holdings (UK) Limited	England	98-0596780	CHC House Howe Moss Drive Kirkhill Industrial Estate Dyce Aberdeen AB21 0GL Scotland +44-1224-846-000
Heli-One (Europe) AS	Norway	98-0592435	Stavanger Lufthavn 4050 Sola Norway +47 51 94 10 00
Heli-One Leasing Inc.	Canada	N/A	4740 Agar Drive Richmond, BC V7B 1A3 Canada (604) 276-7500
Heli-One Leasing (Norway) AS	Norway	45-4005893	Stavanger Lufthavn 4050 Sola Norway +47 51 94 10 00

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor’s Principal Executive Offices
Heli-One (Norway) AS	Norway	98-0476722	Stavanger Lufthavn 4050 Sola Norway +47 51 94 10 00
Heli-One (Netherlands) B.V.	Netherlands	98-0592414	9 Parellaan 2132 WS Hoofddorp The Netherlands +31 (0)23 555 55 55
Heli-One (UK) Limited	Scotland	98-0592451	CHC House Howe Moss Drive Kirkhill Industrial Estate Dyce Aberdeen AB21 0GL Scotland +44-1224-846-000
Heli-One (U.S.) Inc.	Delaware	84-1719617	2711 Centerville Road Suite 400 Wilmington, Delaware 19808 (970) 492-1000
Heli-One USA Inc.	Texas	75-2303691	350 N. Paul Street Suite 2900 Dallas, Texas 75201 (970) 492-1000
Heliworld Leasing Limited	England	98-0592464	CHC House Howe Moss Drive Kirkhill Industrial Estate Dyce Aberdeen AB21 0GL Scotland +44-1224-846-000
CHC Leasing (Ireland) Limited (formerly Justinvale Limited)	Ireland	N/A	The Boat House Bishop Street Dublin 8 Ireland Tel: +353 1 407 0011
Integra Leasing AS	Norway	98-0592439	Stavanger Lufthavn 4050 Sola, Norway +47 51 94 10 00
Lloyd Bass Strait Helicopters Pty. Ltd.	Australia	98-0592398	Level 4, 1060 Hay Street West Perth, WA Australia 6005 +61 8 6217 7401
Lloyd Helicopters International Pty Ltd.	Australia	98-0592400	Level 4, 1060 Hay Street West Perth, WA Australia 6005 +61 8 6217 7401

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor’s Principal Executive Offices
Lloyd Helicopters Pty. Ltd.	Australia	98-0592393	Level 4, 1060 Hay Street West Perth, WA Australia 6005 +61 8 6217 7401
Lloyd Helicopter Services Limited	Scotland	98-0596781	CHC House Howe Moss Drive Kirkhill Industrial Estate Dyce, Aberdeen AB21 0GL Scotland +44-1224-846-000
Lloyd Helicopter Services Pty. Ltd.	Australia	98-0592394	Level 4, 1060 Hay Street West Perth, WA Australia 6005 +61 8 6217 7401
CHC Helicopter Australia Pty Ltd (previously known as Lloyd Off-Shore Helicopters Pty. Ltd.)	Australia	98-0592402	Level 4, 1060 Hay Street West Perth, WA Australia 6005 +61 8 6217 7401
Management Aviation Limited	England	98-0592135	CHC House Howe Moss Drive Kirkhill Industrial Estate Dyce Aberdeen AB21 0GL Scotland +44-1224-846-000

EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-4 of CHC Helicopter S.A. (File No. 333-188927) is being filed solely for the purpose of filing Exhibits 5.2, 99.1 and 99.4. Accordingly, this Amendment consists only of the facing page, this explanatory note and Part II of the Registration Statement. The prospectus and financial statements are unchanged and have been omitted.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

The directors and the officers of CHC Helicopter S.A., 6922767 Holding S.à r.l. and CHC Helicopter Holding S.à r.l. are covered, in respect of their activities in those capacities, by a Directors and Officers liability policy to the fullest extent permitted by such policy.

(a) Capital Aviation Services B.V., CHC Den Helder B.V., CHC Holding NL B.V., CHC Hoofddorp B.V., CHC Netherlands B.V., Heli-One Defence B.V. and Heli-One (Netherlands) B.V. (the “Dutch Companies”) are private companies with limited liability (besloten vennootschappen met beperkte aansprakelijkheid) incorporated and existing under the laws of the Netherlands.

Pursuant to section 7:658 of the Dutch Civil Code, each employer is obliged to take all precautionary measures and issue such directions for the performance of the work as may be reasonably deemed necessary to prevent the employee from suffering any losses by the performance of his/her duties. The employer will be liable to the employee for any losses suffered in the course of the work, unless the employer can demonstrate that he has taken all precautionary measures to prevent such losses or the losses were to a large extent the result of intent (opzet) or deliberate recklessness (bewuste roekeloosheid) on the part of the employee. There is discussion between legal scholars as to whether this section applies to managing directors (statutaire bestuurders) of Dutch private companies with limited liability.

The articles of association of the Dutch Companies do not contain any provisions whereby the directors and officers of the Dutch Companies would be insured or indemnified against claims and demands arising under or in connection with the performance of their duties in such capacity.

The directors and the officers of CHC Holding NL B.V., CHC Netherlands B.V., CHC Hoofddorp B.V., CHC Den Helder B.V., Capital Aviation Services B.V., Heli-One (Netherlands) B.V. and Heli-One Defence B.V. are covered, in respect of their activities in those capacities, by a Directors and Officers liability policy to the fullest extent permitted by such policy.

(b) CHC Global Operations (2008) Inc., CHC Global Operations International Inc., Heli-One Canada Inc. and Heli-One Leasing Inc. (each, a “Canadian Guarantor”) are companies incorporated or continued under the federal laws of Canada.

Subsection 124(1) of the Canada Business Corporations Act (the “CBCA”) permits a company incorporated or continued thereunder to indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity for another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity. Subsection 124(2) of the CBCA further permits a company incorporated or continued thereunder to advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection 124(1); however, the individual shall repay the moneys if the individual does not fulfill the conditions of subsection 124(3).

Subsection 124(3) of the CBCA provides that a company incorporated or continued thereunder may not indemnify an individual under subsection 124(1) unless the individual (a) acted honestly and in good faith, with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

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Subsection 124(4) of the CBCA provides that a company incorporated or continued thereunder may with the approval of a court, indemnify an individual referred to in subsection 124(1), or advance moneys under subsection 124(2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual’s association with the corporation or other entity as described in subsection 124(1) against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the conditions set out in subsection 124(3).

Subsection 124(5) of the CBCA provides that, despite subsection 124(1), an individual referred to in subsection 124(1) is entitled to an indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described in subsection 124(1), if the individual seeking indemnity (a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and (b) fulfills the conditions set out in subsection 124(3).

Subsection 124(6) of the CBCA permits a company incorporated or continued thereunder to purchase and maintain insurance for the benefit of an individual referred to in subsection 124(1) against any liability incurred by the individual (a) in the individual’s capacity as a director or officer of the corporation; or (b) in the individual’s capacity as a director or officer, or similar capacity for another entity, if the individual acts or acted in that capacity at the corporation’s request.

Subsection 124(7) of the CBCA provides that a company incorporated or continued thereunder, an individual or an entity referred to in subsection 124(1) may apply to a court for an order approving an indemnity under section 124 and the court may so order and make any further order that it sees fit.

In accordance with these provisions, the bylaws of each Canadian Guarantor provide that each Canadian Guarantor shall indemnify a director or officer of the corporation, a former director or officer of the corporation, a person who acts or has acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity for another entity (each, an “Indemnified Person”), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of its association with the corporation or other entity, if the Indemnified Person (i) acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Person had reasonable grounds for believing that his or her conduct was lawful (collectively, the “Conditions”).

The bylaws of each Canadian Guarantor further provide that the corporation may advance monies to an Indemnified Person for the costs, charges and expenses of a proceeding referred to in the paragraph immediately above, provided that the Indemnified Person shall repay the monies to the corporation if the Indemnified Person does not fulfill each of the Conditions. The corporation shall, with the approval of a court, indemnify an Indemnified Person, and may advance monies to an Indemnified Person pursuant to the preceding sentence, in respect of an action by or on behalf of the corporation or other entity for which the Indemnified Person has acted as a director or officer or in a similar capacity at the corporation’s request, to procure a judgment in its favour to which such Indemnified Person is made a party because of such Indemnified Person’s association with the corporation or other entity, against all costs, charges and expenses reasonably incurred by the Indemnified Person in connection with such action, if the Indemnified Person fulfills each of the Conditions.

The bylaws of each Canadian Guarantor further provide that the provisions for indemnity set out above shall not be deemed exclusive of any other rights to which an Indemnified Person may be entitled under any agreement or otherwise and shall enure to the benefit of the heirs and legal representatives of an Indemnified Person.

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The bylaws of each Canadian Guarantor further provide that, subject to the limitations contained in the CBCA, the corporation may purchase and maintain insurance for the benefit of any person referred to above as the board of the corporation may from time to time determine.

The directors and the officers of the Canadian Guarantors are covered, in respect of their activities in those capacities, by a Directors and Officers liability policy to the fullest extent permitted by such policy.

(c) CHC Helicopters (Barbados) Limited and CHC Capital (Barbados) Limited are limited companies incorporated under the laws of Barbados.

Section 97(1) and (2) of the Companies Act (the “Act”) provides that:

(1) Except in respect of an action by or on behalf of a company or body corporate to obtain a judgment in its favour, a company may indemnify:

(a) a director or officer of the company,

(b) a former director or officer of the company, or

(c) a person who acts or acted at the company’s request as a director or officer of a body corporate of which the company is or was a shareholder or creditor, and his legal representatives, against all costs, charges and expenses (including an amount paid to settle an action or satisfy a judgment) reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being, or having been, a director or officer of that company or body corporate.

(2) Subsection (1) does not apply unless the director or officer to be so indemnified:

(a) acted honestly and in good faith with a view to the best interests of the company, and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful.

CHC Helicopters (Barbados) Limited. In accordance with this position, Clause 10.1 of By-Law No. 1 of CHC Helicopters states that subject to section 97 of the Act, except in respect of an action by or on behalf of CHC Helicopters to obtain a judgment in its favour, CHC Helicopters shall indemnify a director or officer of the company, a former director or officer of the company or a person who acts or acted at the company’s request as a director or officer of a body corporate of which the company is or was a shareholder or creditor, and his personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director of the company if: (1) he acted honestly and in good faith with a view to the best interests of the company; and (2) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

CHC Capital (Barbados) Limited. In accordance with this position, Clause 10.1 of By-Law No. 1 of CHC Capital states that subject to section 97 of the Act, except in respect of an action by or on behalf of CHC Capital to obtain a judgment in its favour, CHC Capital shall indemnify a director or officer of the company, a former director or officer of the company or a person who acts or acted at the company’s request as a director or officer of a body corporate of which the company is or was a shareholder or creditor, and his personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director of the company if: (1) he acted honestly and in good faith with a view to the best interests of the company; and (2) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

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The directors and the officers of CHC Helicopters (Barbados) Limited and CHC Capital (Barbados) Limited are covered, in respect of their activities in those capacities, by a Directors and Officers liability policy to the fullest extent permitted by such policy.

(d) CHC Helicopter Australia Pty Ltd, Lloyd Helicopters Pty Ltd, Lloyd Helicopters Services Pty Ltd, Lloyd Bass Strait Helicopters Pty Ltd and Lloyd Helicopters International Pty Ltd are limited companies incorporated under the laws of Australia.

The following is a description of Australian law and is intended to provide general guidance only.

Section 199A(1) of the Corporations Act 2001 (Cwlth) of Australia (“Australian Corporations Act”) provides that a company or a related body corporate must not exempt a person (whether directly or through an interposed entity) from a liability to the company incurred as an officer of the company.

Section 199A(2) of the Australian Corporations Act provides that a company or a related body corporate must not indemnify (other than for legal costs) a person (whether by agreement or by making a payment and whether directly or through an interposed entity) against any of the following liabilities incurred as an officer of the company:

• a liability owed to the company or a related body corporate;

• a liability for a pecuniary penalty under section 1317G order or compensation order under sections 1317H, 1317HA or 1317HB of the Australian Corporations Act; or

• a liability that is owed to someone other than the company or a related body corporate that did not arise out of conduct in good faith.

Section 199A(3) of the Australian Corporations Act provides that a company or a related body corporate must not indemnify a person (whether by agreement or by making a payment and whether directly or through an interposed entity) against legal costs incurred in defending an action for a liability incurred as an officer of the company if the costs are incurred:

• in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified under section 199A(2); or

• in defending or resisting criminal proceedings in which the person is found guilty; or

• in defending or resisting proceedings brought by the Australian Securities and Investments Commission (ASIC) or a liquidator for a court order if the grounds for making the order are found by the court to have been established (but this does not apply to costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing proceedings for the court order); or

• in connection with proceedings for relief to the person under the Australian Corporations Act in which the court denies the relief.

Section 199B of the Australian Corporations Act provides that a company or a related body corporate must not pay, or agree to pay, a premium (whether paid directly or through an interposed entity) for a contract insuring a person who is or has been an officer of the company against a liability (other than one for legal costs) arising out of:

• conduct involving a willful breach of any duty in relation to the company; or

• a contravention of the officer’s duties under the Australian Corporations Act not to improperly use their position or make improper use of information obtained as an officer (section 183).

Anything that purports to indemnify or insure a person against liability, or exempt them from a liability will be void to the extent that it contravenes section 199A or 199B of the Australian Corporations Act.

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For the purpose of sections 199A and 199B, an “officer” of a company includes:

• a director or secretary of the company;

• a person who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the company;

• a person who has the capacity to significantly affect the company’s financial standing; and

• a person in accordance with whose instructions or wishes the directors of the company are accustomed to act.

The constitutions of the Australian registrants provide that the Australian registrants may indemnify any current or former director, secretary or executive officer of the company or a related body corporate of the company out of the property of the company against:

• every liability incurred by the person in that capacity (except a liability for legal costs); and

• all legal costs incurred in defending or resisting (or otherwise in connection with) proceedings, whether civil or criminal or of an administrative or investigatory nature, in which the person becomes involved because of that capacity,

except to the extent that:

• the company is forbidden by statute to indemnify the person against the liability or legal costs; or

• an indemnity by the company of the person against the liability or legal costs would, if given, be made void by statute.

The constitutions of the Australian registrants provide that the Australian registrants may pay or agree to pay, whether directly or through an interposed entity, a premium for a contract insuring a person who is or has been a director or secretary or executive officer of the company or of a related body corporate of the company against liability incurred by the person in that capacity, including a liability for legal costs, unless:

• the company is forbidden by statute to pay or agree to pay the premium; or

• the contract would, if the company paid the premium, be made void by statute.

The directors and the officers of CHC Helicopter Australia Pty Ltd, Lloyd Helicopters Pty Ltd, Lloyd Helicopters Services Pty Ltd, Lloyd Bass Strait Helicopters Pty Ltd and Lloyd Helicopters International Pty Ltd are covered, in respect of their activities in those capacities, by a Directors and Officers liability policy to the fullest extent permitted by such policy.

(e) CHC Leasing (Ireland) Limited is a private limited company incorporated under the laws of Ireland.

The general position in Irish company law is that the Irish Companies Acts make void any contractual provision (whether in articles of association or any other document) whereby the company indemnifies any of its directors/officers for negligence, default or breach of duty of which he may be guilty in relation to the company. However, subject to the provisions of the Irish Companies Acts but without prejudice to any indemnity to which a director of CHC Leasing (Ireland) Limited may otherwise be entitled, every director or other officer of CHC Leasing (Ireland) Limited shall be indemnified out of the assets of CHC Leasing (Ireland) Limited against any liability incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office, in which judgement is given in his favour or in which he is acquitted or in connection with any application under section 391 of the Companies Act of Ireland, 1963 (as amended) (the “1963 Act”) in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of CHC Leasing (Ireland) Limited.

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The current articles of association of CHC Leasing (Ireland) Limited provide that, every director, managing director, agent, auditor, secretary and other officer for the time being of CHC Leasing (Ireland) Limited shall be indemnified out of the assets of CHC Leasing (Ireland) Limited against any liability incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office, in which judgement is given in his favour or in which he is acquitted or in connection with any application under section 391 of the 1963 Act in which relief is granted to him by the court.

“Irish Companies Acts” means the Companies Acts, 1963 to 2009, Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 and the Companies (Amendment) Act 2009, all statutory instruments which are to be read as one with, or construed or read together with or as one with, the Irish Companies Acts and every statutory modification and re-enactment thereof for the time being in force and includes winding-up and examinership.

The directors and the officers of CHC Leasing (Ireland) Limited are covered, in respect of their activities in those capacities, by a Directors and Officers liability policy to the fullest extent permitted by such policy.

(f) CHC Holding (UK) Limited, Heli-One (U.K.) Limited and Lloyd Helicopter Services Limited (collectively, the “Scottish Registrants”) are limited companies incorporated under the laws of Scotland.

Applicable Law

The Companies Act 2006 (the “2006 Act”)

Sections 232–236 of the 2006 Act contain restrictions on provisions protecting directors from liability. The provisions came into force on 1 October 2007. Section 234 authorises private limited companies incorporated in Scotland to indemnify a director against any liability incurred by the director to a person other than the company or an associated company, other than in respect of (a) any liability of the director to pay a fine imposed in criminal proceedings, or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising), or (b) any liability incurred by the director in defending criminal proceedings in which he or she is convicted, in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him or her, or in connection with an application of relief in which the court refuses to grant him or her relief, in respect of a final decision in any such proceedings.

Except as otherwise permitted by the 2006 Act, including Section 234, Section 232 of the 2006 Act provides that any provision that purports to exempt a director of any such company, to any extent, from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. However, Section 233 of the 2006 Act permits a company to purchase and maintain for a director of the company, or of an associated company, insurance against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director.

The Companies Act 1985 (the “1985 Act”)

As a result of transitional provisions contained in secondary legislation, sections 309A, 309B and 309C(1) to (3) and (6) of the 1985 Act continue to apply in relation to any provision to which they applied immediately before 1 October 2007.

Further transitional provisions in relation to the enactment of these provisions state that section 309A of the 1985 Act shall have no effect in relation to provisions made before 29 October 2004 which are not void under section 310 of the 1985 Act as it was then in force. The Articles of Association of the Scottish Registrants are modified versions of the regulations constituting Table A “Regulations for management of a company limited by shares” contained in the Schedule to the Companies (Tables A to F) Regulations 1985 (“Table A”), and were

II-6

adopted in 1993, 1995 and 1998. Each contains bespoke provisions regarding the indemnification of directors. The applicable law in relation to these provisions is therefore contained in section 310 of the 1985 Act. However, to the extent that the indemnities in the Articles exceed what is permitted by section 310 (and so are void under that section), it is possible that they may be permitted insofar as they amount to third party indemnities which are permitted under section 309A and the provisions of the 2006 Act.

Section 310 provides that any provision that purports to exempt or indemnify a director of any such company, to any extent, from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void, subject to the following. Section 310 does not prevent a company from providing insurance for any such officer or auditor against any such liability, or from indemnifying any such officer or auditor against any liability incurred by him in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquitted, or in connection with an application of relief in which the court grants him or her relief.

In common with section 310, section 309A applies in relation to any liability attaching to a director of a company in connection with any negligence, default, breach of duty or breach of trust by him in relation to the company, and provides that any provision which purports to exempt (to any extent) a director of a company from any such liability is void. However, it introduced a relaxation of this restriction (maintained in the 2006 Act) which allows a company to give a director a “qualifying third party indemnity” in respect of these liabilities. This allows a company to indemnify a director against any liability incurred by the director to a person other than the company or an associated company other than in respect of (a) any liability of the director to pay a fine imposed in criminal proceedings, or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising), or (b) any liability incurred by the director in defending criminal proceedings in which he or she is convicted, in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him or her, or in connection with an application of relief in which the court refuses to grant him or her relief, in respect of a final decision in any such proceedings.

Provisions in the Articles of Association of the Scottish Registrants

Insurance

The Articles of Association for CHC Holding (UK) Limited and Heli-One (U.K.) Limited permit the company to purchase and maintain insurance in favour of their directors and officers against any liability that may be asserted against them. The Lloyd Helicopter Services Limited Articles are silent on the matter but the company would be permitted to purchase and maintain insurance in accordance with the statutory provisions.

Indemnity

The Articles of Association for each of the Scottish Registrants contain an indemnity in favour of every director and officer of the Company against liabilities incurred by him in the execution and discharge of his duties or in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application for relief in which relief is granted to him by the court.

The indemnity in the CHC Holding (UK) Limited Articles is stated to apply insofar as permitted by section 310 of the 1985 Act. However, the provisions of section 309A of the 1985 Act and the provisions of the 2006 Act would apply to remove any restriction on the indemnity imposed by section 310 in respect of its application to any liability incurred by the director to a person other than the company (third party), subject to the limits set out above.

The directors and the officers of the Scottish Registrants are covered, in respect of their activities in those capacities, by a Directors and Officers liability policy to the fullest extent permitted by such policy.

II-7

(h) Heli-One USA Inc. is a corporation incorporated under the laws of Texas

Section 8.051 of the Texas Business Organizations Code (“TBOC”) provides that an enterprise shall indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with the proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding.

Section 8.101 of the TBOC provides that an enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding if it is determined that the person acted in good faith and reasonably believed in the case of conduct in the person’s official capacity, that the person’s conduct was in the enterprise’s best interest and, in any other case, that the person’s conduct was not opposed to the enterprise’s best interest, and in the case of a criminal proceeding, did not have reasonable cause to believe the person’s conduct was unlawful.

In accordance with these provisions, the Articles of Incorporation of Heli-One USA Inc. provide that no director of the corporation is liable to the corporation or the shareholders for monetary damages for an act or omission in the director’s capacity as a director except for liability for breach of a duty of loyalty to the corporation or its shareholders, an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law, a transaction for which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office, an act or omission for which the liability of a director is expressly provided for by statute, or an act related to an unlawful stock repurpose or payment of a dividend. The Articles of Incorporation of Heli-One USA Inc. further provide that the corporation shall indemnify its directors to the fullest extent provided under the Texas Business Corporation Act.

The Bylaws of Heli-One USA Inc. provide that the corporation shall indemnify and advance reasonable expenses to a person who was or is threatened to be made the named defendant or respondent in a proceeding because the person is or was a director, officer, employee or agent or is or was serving at the request of the corporation as a director, officer, partner, joint venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding, but only if it is determined that the person (i) conducted himself in good faith; (ii) reasonably believed: (a) in the case of conduct in his official capacity as a director of the corporation, that his conduct was in the corporation’s best interest, and (b) in all other cases, that his conduct was at least not opposed to the corporation’s best interest; and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful; provided that if the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by the person (whether or not the benefit resulted from an action taken in the person’s official capacity), the indemnification shall be (x) limited to reasonable expenses actually incurred by the person in connection with the proceeding and (y) shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the corporation. The Bylaws also provide that Heli-One USA Inc. shall indemnify a person who is or was a director, officer, employee or agent or is or was serving at the request of the corporation as a director, officer, partner, joint venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against reasonable expenses incurred by him in connection with a proceeding in which he is a named defendant or respondent because he is or was such a person if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding.

The directors and the officers of Heli-One USA Inc. are covered, in respect of their activities in those capacities, by a Directors and Officers liability policy to the fullest extent permitted by such policy.

(i) Heli-One (U.S.) Inc. is a corporation incorporated under the laws of Delaware

II-8

Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

In accordance with these provisions, the Articles of Incorporation of Heli-One (U.S.) Inc. provide that the corporation shall indemnify any director or officer to the fullest extent permitted by Delaware law.

The Bylaws of Heli-One (U.S.) Inc. provide that the corporation shall, to the fullest extent allowable by law, indemnify any director or officer of the corporation, and may indemnify any other person, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. At the discretion of the board of directors, the corporation may similarly indemnify any or all other employees and/or agents of the corporation. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

In addition, the bylaws provide that the corporation shall, to the fullest extent allowable by law, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

The directors and the officers of Heli-One (U.S.) Inc. are covered, in respect of their activities in those capacities, by a Directors and Officers liability policy to the fullest extent permitted by such policy.

II-9

(j) Heli-One Holdings (UK) Limited, Heliworld Leasing Limited and Management Aviation Limited are limited companies incorporated under the laws of England and Wales.

Heli-One Holdings (UK) Limited, Heliworld Leasing Limited and Management Aviation Limited (together, the “UK Registrants”) are each incorporated in the UK and are subject to the provisions relating to the indemnification of directors and officers of the Companies Act 2006 (the “CA 2006”) and/or the equivalent provisions in the Companies Act 1985, as amended (the “CA 1985”), depending on the date on which the relevant company’s articles of association were adopted. The limitations contained in the CA2006 and summarized below are equivalent to the limitations contained in sections 309A, 309B and 309C of the CA1985.

The articles of association of each of the UK Registrants permit the respective company, subject to the provisions of the CA1985 and/or the CA2006, to indemnify its officers and directors against losses and liabilities which they may sustain as directors or officers of such company.

Section 234 of the CA2006 authorises companies incorporated in England and Wales or Scotland to indemnify a director against any liability incurred by the director to a person other than the company or an associated company other than in respect of (a) any liability of the director to pay a fine imposed in criminal proceedings, or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising), or (b) any liability incurred by the director in defending criminal proceedings in which he or she is convicted, in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him or her, or in connection with an application of relief in which the court refuses to grant him or her relief, in respect of a final decision in any such proceedings.

Except as otherwise permitted by the CA 2006, including Section 234, Section 232 of the 2006 Act provides that any provision that purports to exempt a director of any such company, to any extent, from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. Nevertheless, Section 233 of the 2006 Act permits a company to purchase and maintain for a director of the company, or of an associated company, insurance against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director.

The directors and the officers of the UK Registrants are covered, in respect of their activities in those capacities, by a Directors and Officers liability policy to the fullest extent permitted by such policy.

(k) CHC Norway Acquisition Co AS, Heli-One (Europe) AS, Helicopter Services Group AS, Integra Leasing AS, Heli-One Leasing (Norway) AS and Heli-One (Norway) AS are limited companies incorporated under the laws of Norway

Neither the articles of association of any of CHC Norway Acquisition Co AS, Heli-One (Europe) AS, Helicopter Services Group AS, Integra Leasing AS, Heli-One Leasing (Norway) AS or Heli-One (Norway) AS (the “Norwegian Registrants”) nor the Norwegian Acts of 13 June 1997 no 44 and 45 on Limited Liability Companies contain any articles or provisions whereby the members of the board of managers of those companies would be indemnified against liability which they may incur in their capacity as directors. Norwegian legislation permits companies to take out liability insurance for the board of directors.

The directors and the officers of the Norwegian Registrants are covered, in respect of their activities in those capacities, by a Directors and Officers liability policy to the fullest extent permitted by such policy.

II-10

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

3.1(9)	CHC Helicopter S.A., Articles of Association, dated February 28, 2012.
3.2(9)	6922767 Holding S.à r.l, Articles of Association, dated April 25, 2013.
3.3#	Capital Aviation Services B.V., Amended Articles of Association, dated December 24, 2003.
3.4#	CHC Capital (Barbados) Limited, Certificate of Incorporation, dated January 23, 2004.
3.5#	CHC Capital (Barbados) Limited, Bylaws, undated.
3.6#	CHC Den Helder B.V., Amended Articles of Association, dated July 15, 2009.
3.7#	CHC Global Operations (2008) Inc., Certificate of Incorporation, dated June 16, 2003.
3.8#	CHC Global Operations (2008) Inc., Bylaws, dated December 13, 2007.
3.9#	CHC Global Operations International Inc., Certificate of Incorporation, dated May 15, 2008.
3.10#	CHC Global Operations International Inc., Bylaws, dated May 15, 2008.
3.11(9)	CHC Helicopter Holding S.à r.l, Articles of Association, dated February 28, 2012.
3.12#	CHC Helicopters (Barbados) Limited, Amended Articles of Incorporation, dated April 2, 2002.
3.13#	CHC Helicopters (Barbados) Limited, Bylaws, dated July 11, 1995.
3.14#	CHC Holding NL B.V., Deed of Incorporation, dated July 17, 2008.
3.15#	CHC Holding (UK) Limited, Certificate of Incorporation, dated November 3, 2008.
3.16#	CHC Holding (UK) Limited, Amended Memorandum of Association, dated November 3, 2008, and Amended Articles of Association, dated March 16, 1995.
3.17#	CHC Hoofddorp B.V., Deed of Incorporation, dated July 17, 2007.
3.18#	CHC Netherlands B.V., Amended Articles of Association, dated March 16, 2004.
3.19#	CHC Norway Acquisition Co. AS, Certificate of Registration, dated September 17, 2008.
3.20#	CHC Norway Acquisition Co. AS, Articles of Association, dated August 6, 2007.
3.21#	Helicopter Services Group AS, Articles of Association, dated October 23, 2008.
3.22#	Helicopter Services Group AS, Certificate of Registration, dated February 20, 1956.
3.23#	Heli-One Canada Inc., Certificate of Amalgamation, dated September 17, 2008.
3.24#	Heli-One Canada Inc., Bylaws, dated January 24, 2011.
3.25#	Heli-One Defence B.V., Amended Articles of Association, dated September 1, 2006.
3.26#	Heli-One Holdings (UK) Limited, Certificate of Incorporation, dated August 21, 2008.
3.27#	Heli-One Holdings (UK) Limited, Memorandum of Association and Articles of Association, dated August 21, 2008.
3.28#	Heli-One (Europe) AS, Amended Articles of Association, dated September 8, 2008.
3.29#	Heli-One (Europe) AS, Certificate of Registration, dated March 5, 1999.
3.30#	Heli-One Leasing Inc., Certificate of Incorporation, dated June 30, 2008.
3.31#	Heli-One Leasing Inc., Bylaws, dated June 30, 2008.

II-11

3.32#	Heli-One Leasing (Norway) AS, Amended Articles of Association, dated October 16, 2008.
3.33#	Heli-One Leasing (Norway) AS, Certificate of Registration, dated January 31, 1970.
3.34#	Heli-One (Norway) AS, Amended Articles of Association, dated October 30, 2008.
3.35#	Heli-One (Norway) AS, Certificate of Registration, dated June 15, 2000.
3.36#	Heli-One (Netherlands) B.V., Amended Articles of Association, dated September 19, 2005.
3.37#	Heli-One (UK) Limited, Amended Certificate of Incorporation and Memorandum of Association, dated January 19, 2006.
3.38#	Heli-One (UK) Limited, Amended Articles of Association, dated March 31, 1993.
3.39#	Heli-One (US) Inc., Certificate of Incorporation, dated November 8, 2006.
3.40#	Heli-One (US) Inc., Bylaws, dated November 8, 2006.
3.41#	Heli-One USA Inc., Amended Articles of Incorporation, dated May 7, 2007.
3.42#	Heli-One USA Inc., Bylaws, dated December 1, 1989.
3.43#	Heliworld Leasing Limited, Certificate of Incorporation, dated April 26, 2002.
3.44#	Heliworld Leasing Limited, Memorandum of Association and Articles of Association, dated April 10, 2002.
3.45#	CHC Leasing (Ireland) Limited, Certificate of Incorporation, dated November 1, 2010.
3.46#	CHC Leasing (Ireland) Limited, Memorandum of Association and Articles of Association, dated October 26, 2010.
3.47#	Integra Leasing AS, Articles of Association, dated October 16, 2008.
3.48#	Integra Leasing AS, Certificate of Registration, dated November 30, 1992.
3.49#	Lloyd Bass Strait Helicopters Pty. Ltd., Certificate of Registration, dated June 26, 2000.
3.50#	Lloyd Bass Strait Helicopters Pty. Ltd., Constitution, dated October 28, 2008.
3.51#	Lloyd Helicopters International Pty. Ltd., Certificate of Registration and Constitution, dated October 28, 2008.
3.52#	Lloyd Helicopters Pty. Ltd., Certificate of Registration, dated June 26, 2000.
3.53#	Lloyd Helicopters Pty. Ltd., Constitution, dated October 28, 2008.
3.54#	Lloyd Helicopter Services Limited, Certificate of Incorporation and Memorandum of Association, dated December 12, 1997.
3.55#	Lloyd Helicopter Services Limited, Articles of Association, dated January 4, 1998.
3.56#	Lloyd Helicopter Services Pty. Ltd., Certificate of Registration, dated December 10, 1992.
3.57#	Lloyd Helicopter Services Pty. Ltd., Constitution, dated October 28, 2008.
3.58#	CHC Helicopter Australia Pty Ltd (formerly known as Lloyd Offshore Helicopters Pty. Ltd.), Certificate of Registration, dated June 26, 2000.
3.59#	CHC Helicopter Australia Pty Ltd (formerly known as Lloyd Offshore Helicopters Pty. Ltd.), Constitution, dated October 28, 2008.
3.60(7)	CHC Helicopter Australia Pty Ltd, Certificate of Registration on Change of Name, dated October 2, 2012.

II-12

3.61#	Management Aviation Limited, Certificate of Incorporation, dated October 1, 1984.
3.62#	Management Aviation Limited, Memorandum of Association and Articles of Association, dated October 31, 1994.
3.63(1)	CHC Global Operations Canada (2008) Inc., Certificate of Incorporation, dated April 8, 2008.
3.64(1)	CHC Global Operations Canada (2008) Inc., Bylaws, dated April 8, 2008.
4.1(8)	Indenture, dated as of May 13, 2013, among CHC Helicopter S.A., the Guarantors named therein, and The Bank of New York Mellon, as Trustee, governing the 9.375% Senior Notes due 2021.
4.2(8)	Form of 9.375% Senior Notes due 2021 (included in Exhibit 4.1).
4.3(8)	Registration Rights Agreement, dated May 13, 2013, among CHC Helicopter S.A., the initial purchasers listed therein, and the Guarantors listed therein.
4.4#	Indenture, dated as of October 4, 2010, among CHC Helicopter S.A., the Guarantors named therein, HSBC Corporate Trustee Company (UK) Limited, as Collateral Agent, and The Bank of New York Mellon, as Trustee, governing the 9.250% Senior Secured Notes due 2020.
4.5#	Form of 9.250% Senior Secured Notes due 2020 (included in Exhibit 4.4).
4.6#	Registration Rights Agreement, dated as of October 4, 2010, by and among CHC Helicopter S.A., the Guarantors named therein, Morgan Stanley & Co. Incorporated, HSBC Securities (USA) Inc., RBC Capital Markets Corporation and UBS Securities LLC.
4.7#	Collateral Agent and Administrative Agent Appointment Deed, dated October 4, 2010, among HSBC Bank plc, as Administrative Agent, The Bank of New York Mellon, as Notes Trustee, the Grantors identified therein, the Lenders identified therein, the Arrangers identified therein, and HSBC Corporate Trust Company (UK) Limited, as Collateral Agent.
4.8(1)	First Supplemental Indenture, dated as of February 20, 2012, among CHC Global Operations Canada (2008) Inc., CHC Helicopter S.A., the Guarantors named therein, HSBC Corporate Trustee Company (UK) Limited, as Collateral Agent, and The Bank of New York Mellon, as Trustee, governing the 9.250% Senior Secured Notes due 2020.
4.9(3)	Intercreditor Agreement, dated as of October 4, 2010, among CHC Helicopter S.A., the other Grantors party thereto, HSBC Corporate Trustee Company (UK) Limited, as Initial Collateral Agent, HSBC Bank plc, as Administrative Agent, The Bank of New York Mellon, as Indenture Trustee, and each Additional Collateral Agent from time to time party thereto.
4.10(6)	Registration Rights Agreement, dated October 5, 2012, among CHC Helicopter S.A., the Initial Purchasers listed therein, and the Guarantors listed therein.
5.1(9)	Opinion of Cooley LLP
5.2+	Opinion of Simpson Thacher & Bartlett
5.3(9)	Opinion of Loyens & Loeff
5.4(9)	Opinion of Harridyal Sodha & Associates
5.5(9)	Opinion of Blake, Cassels & Graydon LLP
5.6(9)	Opinion of King & Wood Mallesons
5.7(9)	Opinion of Advokatfirmaet Thommessen AS
5.8(9)	Opinion of Van Doorne N.V.
5.9(9)	Opinion of Burness Paull & Williamsons LLP

II-13

5.10(9)	Opinion of Arthur Cox
5.11(9)	Opinion of DLA Piper LLP (US)
10.1#	Credit Agreement, dated as of October 4, 2010, by, among others, 6922767 Holding S.à r.l., CHC Helicopter Holding S.à r.l., CHC Helicopter S.A., HSBC Bank plc, as Administrative Agent, HSBC Corporate Trustee Company (UK) Limited, as Collateral Agent and Morgan Stanley Senior Funding, Inc., HSBC Securities (USA) Inc., RBC Capital Markets Corporation and UBS Securities LLC, as Joint Lead Arrangers and Joint Bookrunners.
10.2#	Guarantee, dated and effective as of October 4, 2010, by each of the signatories thereto and each of the other entities that becomes a party thereto, in favor of HSBC Bank plc, as Administrative Agent, for the benefit of the Secured Parties.
10.3†(2)	Contract for the Supply of Sixteen EC225 Helicopters and Ten Optional EC255 Helicopters with Related Services, dated as of March 1, 2007, between Eurocopter S.A.S. and Heli-One, a division of CHC Helicopters International Inc.
10.4†(2)	Sale Purchase Agreement for the Supply of Twenty Firm EC225 Helicopters and Four Optional EC255 Helicopters with Related Services, dated as of September 13, 2011, between Eurocopter S.A.S. and CHC Leasing (Ireland) Limited
10.5†(2)	Framework Agreement, dated as of October 31, 2007, between Agusta S.p.A. and CHC Helicopters International Inc.
10.6#*	2011 Management Equity Plan of 6922767 Holding (Cayman) Inc.
10.7#*	Form of 2011 Option Agreement of 6922767 Holding (Cayman) Inc.
10.8#*	Form of 2011 Restricted Share Unit Grant Agreement of 6922767 Holding (Cayman) Inc.
10.9#*	Form of 2011 Subscription Agreement of 6922767 Holding (Cayman) Inc.
10.10#*	2008 Share Incentive Plan of 6922767 Holding (Cayman) Inc., adopted September 16, 2008
10.11#*	Form of 2008 Option Agreement of 6922767 Holding (Cayman) Inc.
10.12#*	Form of 2008 Option Rollover Agreement of 6922767 Holding (Cayman) Inc.
10.13#*	Form of 2008 Special A Share Subscription Agreement of 6922767 Holding (Cayman) Inc.
10.14#*	Form of 2008 Subscription Agreement of 6922767 Holding (Cayman) Inc.
10.15#*	Management Shareholders Agreement among 6922767 Holding (Cayman) Inc. and Management Shareholders of 6922767 Holding (Cayman) Inc., dated as of September 16, 2008
10.16#*	Employment Agreement between Heli-One Canada Inc. and William J. Amelio, dated July 15, 2010
10.17#*	Employment Agreement of CHC Global Operations (2008) Inc. and Christine Baird, dated September 16, 2008
10.18#*	Employment Agreement between Heli-One Canada Inc. and Neil Calvert, dated September 16, 2008
10.19#*	Employment Agreement between Heli-One Canada Inc. and Rick Davis, dated September 16, 2008
10.20#*	Employment Agreement between EEA Helicopter Operations B.V. and Tilmann Gabriel, dated October 30, 2009
10.21#*	Employment Agreement between Heli-One American Support, LLC and Joan Hooper, dated September 26, 2011
10.22#*	Employment Agreement between Heli-One American Support, LLC and Michael O’Neill, dated February 2, 2011

II-14

10.23(9)*	Employment Agreement between Heli-One American Support, LLC and Peter Bartolotta, dated June 24, 2012
10.24#*	Amended and Restated Employment Agreement between Heli-One American Support, LLC and Michael Summers, dated January 5, 2012
10.25#*	Amended and Restated Supplemental Retirement Plan Agreement between CHC Helicopters International Inc. and Christine Baird, dated April 30, 2011
10.26#*	Retirement Compensation Arrangement Trust Agreement among Heli-One Canada Inc., Royal Trust Corporation of Canada and Christine Baird, dated March 1, 2011
10.27#*	Retirement Compensation Arrangement Trust Agreement among Heli-One Canada Inc., Royal Trust Corporation of Canada and Neil Calvert, dated October, 2011
10.28#*	Amended and Restated Supplemental Retirement Plan Agreement between CHC Helicopters International Inc. and Neil Calvert April 30, 2007
10.29#*	Supplemental Retirement Plan Agreement between CHC Helicopters International Inc. and Rick Davis, dated October 12, 2006
10.30#*	Retirement Compensation Arrangement Trust Agreement among Heli-One Canada Inc., Royal Trust Corporation of Canada and Rick Davis, dated October, 2011
10.31#*	Agreement Regarding Termination of Employment and Consulting Agreement between Heli-One Canada Inc. and Christine Baird, dated February 8, 2011
10.32#*	Agreement Regarding Termination of Employment and Consulting Agreement between Heli-One Canada Inc. and Neil Calvert, dated April 29, 2011
10.33#*	Agreement Regarding Termination of Employment between Heli-One Canada Inc. and Rick Davis, dated August 18, 2011
10.34#*	Consulting Agreement between Heli-One Canada Inc. and Rick Davis, dated August 8, 2011
10.35#*	Compromise Agreement between EEA Helicopter Operations B.V. and Tilmann Gabriel, dated April 5, 2011
10.36#*	Offer Letter of Heli-One American Support, LLC to Michael Summers, dated April 11, 2011
10.36(4)*	Employment Agreement between Heli-One American Support LLC and John Graber, dated July 18, 2011
10.37(5)*	Termination agreement and release, dated July 16, 2012, by and between Heli-One American Support LLC and John Graber.
10.38(9)*	Employment Agreement between Heli-One Canada Inc. and Larry Alexandre, dated February 15, 2013.
12.1(9)	Computation of Ratio of Earnings to Fixed Charges.
21.1(9)	Schedule of Subsidiaries of 6922767 Holding S.à r.l.
23.1(9)	Consent of Cooley LLP (included as part of its opinion filed as Exhibit 5.1 hereto).
23.2(9)	Consent of Simpson Thacher & Bartlett (included as part of its opinion filed as Exhibit 5.2 hereto).
23.3(9)	Consent of Loyens & Loeff (included as part of its opinion filed as Exhibit 5.3 hereto).
23.4(9)	Consent of Harridyal Sodha & Associates (included as part of its opinion filed as Exhibit 5.4 hereto).
23.5(9)	Consent of Blake, Cassels & Graydon LLP (included as part of its opinion filed as Exhibit 5.5 hereto).
23.6(9)	Consent of King & Wood Mallesons (included as part of its opinion filed as Exhibit 5.6 hereto).
23.7(9)	Consent of Advokatfirmaet Thommessen AS (included as part of its opinion filed as Exhibit 5.7 hereto).

II-15

23.8(9)	Consent of Van Doorne N.V. (included as part of its opinion filed as Exhibit 5.8 hereto).
23.9(9)	Consent of Burness Paull & Williamsons LLP (included as part of its opinion filed as Exhibit 5.9 hereto).
23.10(9)	Consent of Arthur Cox (included as part of its opinion filed as Exhibit 5.10 hereto).
23.11(9)	Consent of DLA Piper LLP (US) (included as part of its opinion filed as Exhibit 5.11 hereto).
23.12(9)	Consent of Ernst & Young LLP.
24.1(9)	Powers of Attorney (included on the signature pages hereof).
25.1(9)	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon with respect to the Indenture governing the 9.375% Senior Notes due 2021.
99.1+	Form of Letter of Transmittal.
99.2(9)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
99.3(9)	Form of Letter to Clients.
99.4+	Form of Notice of Guaranteed Delivery.
101.INS(9)	XBRL Instance Document.
101.SCH(9)	XBRL Taxonomy Extension Schema Document.
101.CAL(9)	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF(9)	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB(9)	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE(9)	XBRL Taxonomy Extension Presentation Linkbase Document.

* Constitutes management contract or compensatory contract

+ Filed herewith

† Confidential information has been omitted from this exhibit and filed separately with the SEC pursuant to a confidential treatment request under Rule 406.

# Filed on January 18, 2012 as an exhibit to our Registration Statement on Form S-4 and incorporated herein by reference.

(1) Filed on March 28, 2012 as an exhibit to Amendment No. 1 to our Registration Statement on Form S-4/A and incorporated herein by reference.

(2) Filed on April 19, 2012 as an exhibit to Amendment No. 2 to our Registration Statement on Form S-4/A and incorporated herein by reference.

(3) Filed on May 9, 2012 as an exhibit to Amendment No. 3 to our Registration Statement on Form S-4/A and incorporated herein by reference.

(4) Filed on July 11, 2012 as an exhibit to our Annual Report on Form 10-K and incorporated herein by reference.

(5) Filed on September 14, 2012 as an exhibit to our Quarterly Report on Form 10-Q and incorporated herein by reference.

(6) Filed on October 9, 2012 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.

(7) Filed on October 30, 2012 as an exhibit to our Registration Statement on Form S-4 and incorporated herein by reference.

(8) Filed on May 14, 2013 as exhibit to our Form 8-K and incorporated herein by reference.

(9) Filed on May 29, 2013 as an exhibit to our Registration Statement on Form S-4 incorporated herein by reference.

(b) Financial Statement Schedules

All schedules are omitted because the required information is either not present, not present in material amounts or presented within the consolidated financial statements included in the prospectus that is part of this registration statement.

II-16

Item 22. Undertakings.

(a) Each of the undersigned registrants hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) that, for the purpose of determining liability under the Securities Act to any purchaser, if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

(5) that, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities:

Each of the undersigned registrants undertakes that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

II-17

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant issuer has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC HELICOPTER S.A.
By:	*
	Name: Joan Schweikart Hooper
	Title: A Director
By:	*
	Name: Richard Brekelmans
	Title: B Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Joan Schweikart Hooper	(A Director)	June 7, 2013
* Name: Johan Dejans	(B Director)	June 7, 2013
* Name: Richard Brekelmans	(B Director)	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Helicopter S.A. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

6922767 Holding S.à r.l.
By:	*
	Name: Joan Schweikart Hooper
	Title: A Manager
By:	*
	Name: Richard Brekelmans
	Title: B Manager

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Joan Schweikart Hooper	(A Manager)	June 7, 2013
* Name: Johan Dejans	(B Manager)	June 7, 2013
* Name: Richard Brekelmans	(B Manager)	June 7, 2013
* Name: Hille-Paul Schut	(B Manager)	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, 6922767 Holding S.à r.l. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Capital Aviation Services B.V.
By:	*
	Name: Christian Krajewski
	Title: Sole Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Christian Krajewski	Sole Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Capital Aviation Services B.V. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC Capital (Barbados) Limited
By:	*
	Name: James Misener
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: James Misener	President & Director (Principal Executive Officer)	June 7, 2013
* Name: Barbara O’Gorman	Secretary & Treasurer (Principal Financial Officer & Principal Accounting Officer)	June 7, 2013
* Name: Stephen R. Edghill	Director	June 7, 2013
* Name: David Bynoe	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Capital (Barbados) Limited has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC Den Helder B.V.
By:	*
	Name: Peter Das
	Title: Sole Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Peter Das	Sole Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Den Helder B.V. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC Global Operations (2008) Inc.
By:	/s/ Russ Hill
	Name: Russ Hill
	Title: Vice President & Deputy General Counsel

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Peter Bartolotta	President & Chief Operating Officer (Principal Executive Officer)	June 7, 2013
/s/ Russ Hill Name: Russ Hill	Vice President & Deputy General Counsel	June 7, 2013
* Name: Joan Hooper	Chief Financial Officer (Principal Financial Officer)	June 7, 2013
* Name: Rebecca Camden	Chief Accounting Officer (Principal Accounting Officer)	June 7, 2013
* Name: Brian Clegg	Director	June 7, 2013
* Name: Paul King	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Global Operations (2008) Inc. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC Global Operations Canada (2008) Inc.
By:	/s/ Russ Hill
	Name: Russ Hill
	Title: Vice President & Deputy General Counsel

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Peter Bartolotta	President & Chief Operating Officer (Principal Executive Officer)	June 7, 2013
/s/ Russ Hill Name: Russ Hill	Vice President & Deputy General Counsel	June 7, 2013
* Name: Joan Hooper	Chief Financial Officer (Principal Financial Officer)	June 7, 2013
* Name: Rebecca Camden	Chief Accounting Officer (Principal Accounting Officer)	June 7, 2013
* Name: Brian Clegg	Director	June 7, 2013
* Name: Paul King	Director	June 7, 2013

II-25

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Global Operations Canada (2008) Inc. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC Global Operations International Inc.
By:	/s/ Russ Hill
	Name: Russ Hill
	Title: Vice President & Deputy General Counsel

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Peter Bartolotta	President & Chief Operating Officer (Principal Executive Officer)	June 7, 2013
/s/ Russ Hill Name: Russ Hill	Vice President & Deputy General Counsel	June 7, 2013
* Name: Joan Hooper	Chief Financial Officer (Principal Financial Officer)	June 7, 2013
* Name: Rebecca Camden	Chief Accounting Officer (Principal Accounting Officer)	June 7, 2013
* Name: Brian Clegg	Director	June 7, 2013
* Name: Paul King	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Global Operations International Inc. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC Helicopter Holding S.à r.l.
By:	*
	Name: Joan Schweikart Hooper
	Title: A Manager
By:	*
	Name: Richard Brekelmans
	Title: B Manager

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Joan Schweikart Hooper	(A Manager)	June 7, 2013
* Name: Richard Brekelmans	(B Manager)	June 7, 2013
* Name: Johan Dejans	(B Manager)	June 7, 2013
* Name: Hille-Paul Schut	(B Manager)	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Helicopter Holding S.à r.l. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC Helicopters (Barbados) Limited
By:	*
	Name: James Misener
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: James Misener	President & Director (Principal Executive Officer)	June 7, 2013
* Name: Barbara O’Gorman	Secretary & Treasurer (Principal Financial Officer & Principal Accounting Officer)	June 7, 2013
* Name: David Bynoe	Director	June 7, 2013
* Name: Stephen R. Edghill	Chairman & Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Helicopters (Barbados) Limited has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC Holding NL B.V.
By:	*
	Name: Christian Krajewski
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Christian Krajewski	Director	June 7, 2013
* Name: Cees Johan van den Heuvel	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Holding NL B.V. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC Holding (UK) Limited
By:	*
	Name: Mark Abbey
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Mark Abbey	Director	June 7, 2013
* Name: David Stewart	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Holding (UK) Limited has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC Hoofddorp B.V.
By:	*
	Name: Cees van den Heuvel On behalf of CHC Netherlands B.V.
	Title: Sole Corporate Director

By:	*
	Name: Christian Krajewski On behalf of CHC Netherlands B.V.
	Title: Sole Corporate Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Cees van den Heuvel, on behalf of CHC Netherlands B.V.	Sole Corporate Director	June 7, 2013
* Name: Christian Krajewski, on behalf of CHC Netherlands B.V.	Sole Corporate Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Hoofddorp B.V. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC Netherlands B.V.
By:	*
	Name: Christian Krajewski
	Title:   Managing Director A

By:	*
	Name: Cees Johan van den Heuvel
	Title: Managing Director B

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Cees Johan van den Heuvel	Managing Director B	June 7, 2013
* Name: Christian Krajewski	Managing Director A	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Netherlands BV has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC Norway Acquisition Co AS
By:	*
	Name: Lars Landsnes
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Lars Landsnes	Director & Chairman	June 7, 2013
* Name: Rune Berg	Director	June 7, 2013
* Name: Dag Saatvedt	General Manager (daglig leder)	June 7, 2013
* Name: Karl Gjelvik	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Norway Acquisition Co AS has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Helicopter Services Group AS
By:	*
	Name: Lars Landsnes
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Dag Saatvedt	General Manager (daglig leder)	June 7, 2013
* Name: Lars Landsnes	Director & Chairman	June 7, 2013
* Name: Rune Berg	Director	June 7, 2013
* Name: Karl Gjelvik	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Helicopter Services Group AS has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Heli-One Canada Inc.
By:	/s/ Russ Hill
	Name: Russ Hill
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Larry Alexandre	President, Heli-One	June 7, 2013
* Name: William Amelio	Chief Executive Officer (Principal Executive Officer)	June 7, 2013
* Name: Rebecca Camden	Chief Accounting Officer (Principal Accounting Officer)	June 7, 2013
* Name: : Joan Hooper	Chief Financial Officer (Principal Financial Officer)	June 7, 2013
/s/ Russ Hill Name: Russ Hill	Director	June 7, 2013
* Name: Paul King	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Heli-One Canada Inc. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Heli-One Holdings (UK) Limited
By:	*
	Name: David Stewart
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: David Stewart	Director	June 7, 2013
* Name: Peter Das	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Heli-One Holdings (UK) Limited has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Heli-One (Europe) AS
By:	*
	Name: Lars Landsnes
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Dag Saatvedt	General Manager (Daglig Leder)	June 7, 2013
* Name: Lars Landsnes	Director & Chairman	June 7, 2013
* Name: Rune Berg	Director	June 7, 2013
* Name: Karl Gjelvik	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Heli-One (Europe) AS has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Heli-One Leasing Inc.
By:	/s/ Russ Hill
	Name: Russ Hill
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Larry Alexandre	President (Principal Executive Officer)	June 7, 2013
* Name: Rebecca Camden	Chief Accounting Officer (Principal Accounting Officer)	June 7, 2013
* Name: Joan Hooper	Chief Financial Officer (Principal Financial Officer)	June 7, 2013
/s/ Russ Hill Name: Russ Hill	Director	June 7, 2013
* Name: Paul King	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Heli-One Leasing Inc. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Heli-One Leasing (Norway) AS
By:	*
	Name: Lars Landsnes
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Lars Landsnes	Director & General Manager (daglig leder)	June 7, 2013
* Name: Rune Berg	Director	June 7, 2013
* Name: David Stewart	Director & Chairman	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Heli-One Leasing (Norway) AS has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Heli-One (Norway) AS
By:	*
	Name: Lars Landsnes
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Lars Landsnes	Director & General Manager (daglig leder)	June 7, 2013
* Name: Rune Berg	Director	June 7, 2013
* Name: Karl Gjelvik	Director	June 7, 2013
* Name: Neil Dorken	Director & Chairman	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Heli-One (Norway) AS has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Heli-One (Netherlands) B.V.
By:	*
	Name: Cees van den Heuvel On behalf of CHC Netherlands B.V., which is the Corporate Director of CHC Hoofddorp B.V. Title: Sole Corporate Director of Heli-One (Netherlands) B.V.
By:	*
	Name: Christian Krajewski On behalf of CHC Netherlands B.V., which is the Corporate Director of CHC Hoofddorp B.V. Title: Sole Corporate Director of Heli-One (Netherlands) B.V.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Cees van den Heuvel, on behalf of CHC Netherlands B.V., which is the Corporate Director of CHC Hoofddorp B.V.	Sole Corporate Director of Heli-One (Netherlands) B.V.	June 7, 2013
* Name: Christian Krajewski, on behalf of CHC Netherlands B.V., which is the Corporate Director of CHC Hoofddorp B.V.	Sole Corporate Director of Heli-One (Netherlands) B.V.	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Heli-One (Netherlands) B.V. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Heli-One (UK) Limited
By:	*
	Name: Lars Landsnes
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Lars Landsnes	Director	June 7, 2013
* Name: Peter Das	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Heli-One (UK) Limited has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Heli-One (U.S.) Inc.
By:	/s/ Russ Hill
	Name: Russ Hill
	Title: Director, Vice President & Corporate Secretary

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Larry Alexandre	President & Director	June 7, 2013
/s/ Russ Hill Name: Russ Hill	Director, Vice President & Corporate Secretary	June 7, 2013

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Heli-One USA Inc.
By:	/s/ Russ Hill
	Name: Russ Hill
	Title: Director, Vice President & Corporate Secretary

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Larry Alexandre	President & Director	June 7, 2013
/s/ Russ Hill Name: Russ Hill	Director, Vice President & Corporate Secretary	June 7, 2013

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Heliworld Leasing Limited
By:	*
	Name: Lars Landsnes
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Lars Landsnes	Director	June 7, 2013
* Name: Shaun Stewart	Director	June 7, 2013
* Name: Dennis Corbett	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Heliworld Leasing Limited has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC Leasing (Ireland) Limited
By:	*
	Name: Shane Leonard
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Mark Kelly	Director	June 7, 2013
* Name: Shane Leonard	Director	June 7, 2013
* Name: Clark McGinn	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Leasing (Ireland) Limited has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Integra Leasing AS
By:	*
	Name: David Stewart
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: David Stewart	Director & Chairman	June 7, 2013
* Name: Lars Landsnes	Director	June 7, 2013
* Name: Rune Berg	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Integra Leasing AS has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Lloyd Bass Strait Helicopters Pty. Ltd.
By:	*
	Name: Richard Burt
	Title: Managing Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Richard Burt	Managing Director (Principal Executive Officer)	June 7, 2013
* Name: Christian Kittleson	Finance Director (Principal Financial Officer & Principal Accounting Officer)	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Lloyd Bass Strait Helicopters Pty. Ltd. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Lloyd Helicopters International Pty Ltd.
By:	*
	Name: Richard Burt
	Title: Managing Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Richard Burt	Managing Director (Principal Executive Officer)	June 7, 2013
* Name: Christian Kittleson	Finance Director (Principal Financial Officer & Principal Accounting Officer)	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Lloyd Helicopters International Pty Ltd. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-50

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Lloyd Helicopters Pty. Ltd.
By:	*
	Name: Richard Burt
	Title: Managing Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Richard Burt	Managing Director (Principal Executive Officer)	June 7, 2013
* Name: Christian Kittleson	Finance Director (Principal Financial Officer & Principal Accounting Officer)	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Lloyd Helicopters Pty. Ltd. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-51

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Lloyd Helicopter Services Limited
By:	*
	Name: Mark Abbey
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Mark Abbey	Director	June 7, 2013
* Name: Peter Das	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Lloyd Helicopter Services Limited has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Lloyd Helicopter Services Pty. Ltd.
By:	*
	Name: Richard Burt
	Title: Managing Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Richard Burt	Managing Director (Principal Executive Officer)	June 7, 2013
* Name: Christian Kittleson	Finance Director (Principal Financial Officer & Principal Accounting Officer)	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Lloyd Helicopter Services Pty. Ltd. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-53

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

CHC Helicopter Australia Pty Ltd
By:	*
	Name: Richard Burt
	Title: Managing Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Richard Burt	Managing Director (Principal Executive Officer)	June 7, 2013
* Name: Christian Kittleson	Finance Director (Principal Financial Officer & Principal Accounting Officer)	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, CHC Helicopter Australia Pty Ltd has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Province of British Columbia, Canada on June 7, 2013.

Management Aviation Limited
By:	*
	Name: Mark Abbey
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Name: Mark Abbey	Director	June 7, 2013
* Name: Peter Das	Director	June 7, 2013

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, Management Aviation Limited has duly caused this registration statement to be signed by the following duly authorized representative in the United States:

Date: June 7, 2013	By:	*
		Name: Donald J. Puglisi
		Title: Managing Director, Puglisi & Associates

*By:	/s/ Russ Hill
	Russ Hill
	Attorney-in-fact

II-55

EX-5.2

Exhibit 5.2

SIMPSON THACHER & BARTLETT

ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD

HONG KONG

(852) 2514-7600

FACSIMILE (852) 2869-7694

07 June 2013

To: CHC Helicopter S.A.

4740 Agar Drive

Richmond, BC V7B 1A3

Canada

Dear Sirs,

We have acted as counsel as to matters of English law to CHC Helicopter S.A., a société anonyme organized under the laws of Luxembourg (the “Issuer”), and to the entities listed in the Appendix (the “Relevant Entities”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”), filed by the Issuer and the Relevant Entities with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance by the Issuer of $300,000,000 aggregate principal amount of 9.375% Senior Notes due 2021 (the “Exchange Notes”) and the issuance by the Relevant Entities of guarantees (the “Exchange Guarantees”) with respect to the Exchange Notes. The Exchange Notes and the Exchange Guarantees will be issued under an Indenture dated as of May 13, 2013 (the “Indenture”), among the Issuer, the Guarantors (as such term is defined in the Indenture), and The Bank of New York Mellon, as trustee. The Exchange Notes will be offered by the Issuer in exchange for $300,000,000 aggregate principal amount of its outstanding 9.375% Senior Notes due 2021 that were issued on May 13, 2013.

1. Interpretation

(a) In this opinion:

“Opinion Documents” means the Indenture and the Exchange Notes (including the Exchange Guarantees).

“Relevant Entities” means the entities listed in the Appendix to this opinion and “Relevant Entity” means each such entity.

(b) Headings used in this opinion are for ease of reference only and shall not affect its interpretation.

2. Documents Examined and Searches

In connection with this opinion, we have examined electronic scanned copies of the following documents:

Leiming Chen Philip M.J. Culhane Celia Lam Chris Lin Sinead O’Shea Jin Hyuk Park Youngjin Sohn Kathryn King Sudol Christopher Wong Resident Partners

SIMPSON THACHER & BARTLETT, HONG KONG IS AN AFFILIATE OF SIMPSON THACHER & BARTLETT LLP WITH OFFICES IN:

NEW YORK    BEIJING    HOUSTON    LOS ANGELES    LONDON    PALO ALTO    SÃO PAULO    TOKYO    WASHINGTON, D.C.

017215-0010-14530-Active.14013561.2

SIMPSON THACHER & BARTLETT

(a) the executed Opinion Documents;

(b) the minutes of meetings of the Board of Directors of each Relevant Entity held on 6 May 2013;

(c) the certificate of incorporation of each Relevant Entity; and

(d) the articles of association of each Relevant Entity in force as at 07 June 2013.

We have also carried out a company search in respect of each Relevant Entity at approximately 2:42 p.m. (London time) on

07 June 2013 at the Companies Registry and made a telephone enquiry at approximately 2:42 p.m. (London time) on 07 June 2013 at the Central Registry of Winding Up Petitions at the High Court in London in respect of each Relevant Entity. Such searches and enquiries revealed no record of any winding up petition, application for an administration order, notice of intention to appoint an administrator or notice of appointment of an administrator having been presented in respect of any Relevant Entity. We have assumed that the information disclosed by such searches and enquiries is accurate, complete and up-to-date, however these searches and enquiries do not necessarily reveal the up-to-date position and are not conclusive as to whether insolvency proceedings have been commenced against any Relevant Entity or its assets. In addition, we have examined, and have relied as to certain matters of fact upon, electronic scanned copies of certificates of officers of each of the Relevant Entities.

We have examined the documents referred to above in this paragraph 2 and all other documents which we deemed necessary in order to issue this opinion. We have not examined any other documents or records or made any other searches or enquiries relating to the Relevant Entities or the transactions contemplated by the Opinion Documents.

3. Applicable Law

This opinion relates only to English domestic law as applied by the courts of England and Wales as at the date of this opinion and not to its conflict of laws rules. We have no responsibility or obligation to update this opinion or the opinions contained herein. We have not investigated, and express no opinion concerning, the laws of any jurisdiction other than England and Wales.

This opinion and any non-contractual obligations and any other matters arising out of or in connection with this opinion are governed by and shall be construed in accordance with English Law.

4. Assumptions

In giving this opinion we have assumed that:

(a) all signatures, stamps and seals (as applicable) are genuine and that the Opinion Documents have been executed on behalf of any Relevant Entity party to them by a person referred to and authorized by the minutes specified at paragraph 2(b);

(b) all documents submitted to us as originals are complete, accurate, up-to-date and authentic;

2

SIMPSON THACHER & BARTLETT

(c) all documents submitted to us as copies are true and complete copies of original documents which were complete, accurate, up-to-date and authentic, and were executed in a manner consistent with the decision in the case of R (on the application of Mercury Tax Group and another) v HMRC [2008] EWHC 2721;

(d) except for documents to which the Issuer or a Relevant Entity is a party, no amendment, waiver or supplement has been made to any document submitted to or examined by us (or to the original document where we have examined a copy), no Opinion Document is affected in any way by any relevant provisions of any other document or agreement, and the Opinion Documents accurately record all terms agreed between the parties;

(e) the resolutions in the minutes referred to in paragraph 2(b) were passed at properly convened, constituted, quorate and conducted meetings of directors of the Relevant Entities at which all constitutional, statutory and other formalities were observed; each director duly disclosed any interest he may have in the transactions contemplated in each Opinion Document; the minutes are a true and accurate record of the proceedings at the meetings;

(f) the constitutional documents referred to in paragraph 2(d) were up-to-date as at the dates stated;

(g) the information disclosed by the searches and enquiries carried out was complete, up-to-date and accurate and has not since the date of the relevant searches or enquiries been updated, altered or added to;

(h) each of the parties to the Opinion Documents (other than the Relevant Entities) has all necessary capacity, power and authority to execute and enter into and to exercise its rights and perform its obligations under the Opinion Documents to which it is a party and that each such party has duly authorised and executed and delivered the Opinion Documents to which it is a party;

(i) each Opinion Document constitutes legal, valid and binding obligations of each of the parties thereto enforceable against it in accordance with the laws of its jurisdiction of incorporation or establishment, under the laws of England and Wales, under the laws of the State of New York (by which the Opinion Documents are expressed to be governed) and under all other applicable laws;

(j) each of the Opinion Documents have been delivered by the Relevant Entities that are party to it and is not subject to any escrow or similar arrangement;

(k) no Relevant Entity was insolvent or unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (or equivalent legislation in its jurisdiction of incorporation) at the time of entry into any of the Opinion Documents and no Relevant Entity was or became, or will be or become, as a result of entering into the Opinion Documents or the transactions contemplated by them, insolvent or unable to pay its debts within the meaning of that section;

(l) notwithstanding the searches referred to in paragraph 2, no application has been made or petition presented to a court, no order has been made, the Relevant Entities have

3

SIMPSON THACHER & BARTLETT

not given notice or passed any resolution, and no other step has been taken by any person, to liquidate or wind up the Relevant Entities or to commence any other bankruptcy, administration or insolvency proceeding relating to the Relevant Entities or to appoint a receiver, administrator, liquidator or like officer in respect of the Relevant Entities or any of their assets and no voluntary arrangement has been proposed or moratorium obtained in respect of the Relevant Entities (or in any such case any analogous act in any other applicable jurisdiction);

(m) in entering into the Opinion Documents, each party was and is acting as principal, in good faith and for the purpose of carrying on its business and there are reasonable grounds for believing that exercising its rights and assuming its obligations under the Opinion Documents is in the best interests of such party and, in the case of each Relevant Entity, will promote the success of such Relevant Entity for the benefit of its members as a whole;

(n) no proceedings have been instituted or injunction granted against any of the Relevant Entities to restrain it from entering into or performing any of its obligations under the Opinion Documents and the Opinion Documents have not been entered into by any party in connection with money laundering or any other unlawful activity;

(o) all applicable provisions of the Financial Services and Markets Act 2000 (“FSMA”) and the Financial Services Act 2012 (the “FS Act”) and any applicable regulation made under them have been complied with in respect of any Opinion Document and the marketing, offering and/or issue of the Exchange Notes, that no Opinion Document was entered into in consequence of a communication made in breach of Section 21(1) of FSMA and that any party to any of the Opinion Documents which is subject to the supervision of any regulatory authority in the United Kingdom or is carrying on, or purporting to carry on, a regulated activity in the United Kingdom within the meaning of FSMA has complied with and will comply with the requirements of such regulatory authority or FSMA, as the case may be, in connection with the marketing, offering and/or issue of the Exchange Notes;

(p) the choice of governing law of the Opinion Documents is bona fide and has not been made to avoid certain principles of law that would otherwise be the proper law of the Opinion Documents;

(q) the issue of the Exchange Notes will not cause any limit on borrowings to which any Relevant Entity is subject (other than any such limit in its articles of association) to be exceeded;

(r) any foreign law which may apply with respect to the Relevant Entities, the Opinion Documents or the transactions contemplated thereby (including any directive or regulation or ruling of the European Commission or the European Court of Justice which has not been incorporated into English law) would not be such as to affect any of the conclusions stated in this opinion; and

(s) the statements made by the officers in the certificates of officers of each of the Relevant Entities examined by us are true and correct.

4

SIMPSON THACHER & BARTLETT

5. Opinions

Based upon and subject to the foregoing and to the qualifications and limitations set out below, we are of the opinion that:

(a) each of the Relevant Entities has been duly incorporated and is validly existing under the laws of England and Wales with full power, authority and capacity to carry on its business and own its properties within any limits stated in its respective articles of association;

(b) each Relevant Entity has the corporate power, authority and capacity to execute and deliver the Opinion Documents to which it is a party and to undertake and perform the obligations expressed to be assumed by it thereunder; and

(c) each of the Opinion Documents has been duly and validly approved, signed and executed on behalf of the Relevant Entities party thereto.

This opinion is limited to the matters expressly stated in this paragraph 5 and does not extend to any other matters.

6. Qualifications and Limitations

This opinion is qualified and limited by, and subject to, the following qualifications and limitations:

(a) Any limitations arising from a reconstruction, arrangement or compromise, a scheme within the meaning of Part VII of FSMA, bankruptcy, insolvency, liquidation, administration, reorganisation or similar laws affecting the rights of creditors generally.

(b) No opinion is given as to matters of fact and we have assumed that there are no facts which would affect the conclusions given in this opinion.

(c) We express no opinion as to compliance or otherwise with any regulatory, listing, issuance of securities, disclosure, insider dealing or similar law including, without limitation, FSMA or the FS Act (and any related regulations or legislation).

(d) We have not considered the particular circumstances of the addressee to this letter or the effect of these circumstances on the Opinion Documents.

7. Reliance

(a) This opinion letter is given for your benefit in connection with the Opinion Documents.

(b) We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement.

Yours faithfully,

Simpson Thacher & Bartlett

/s/ Simpson Thacher & Bartlett

5

SIMPSON THACHER & BARTLETT

APPENDIX 1

Relevant Entities

Heli-One Holdings (UK) Limited

Heliworld Leasing Limited

Management Aviation Limited

6

EX-99.1

Exhibit 99.1

CHC HELICOPTER S.A.

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

$300,000,000 PRINCIPAL AMOUNT OF ITS 9.375% SENIOR NOTES DUE 2021,

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED 9.375% SENIOR

NOTES DUE 2021.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK

CITY TIME ON             , 2013 (THE “EXPIRATION DATE”) UNLESS THE

EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN

PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON             , 2013.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK MELLON

For Delivery by Hand, Overnight Delivery, Registered or Certified Mail:

The Bank of New York Mellon, as Exchange Agent

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations - Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attention: Adam DeCapio

By Facsimile: (732) 667-9408 Corporate Trust Operations Reorganization Unit		To Confirm by Telephone: (315) 414-3360 Corporate Trust Operations Reorganization Unit
	For Information, Call: (315) 414-3360 Corporate Trust Operations Reorganization Unit Email: ct_reorg_unit_inquiries@bnymellon.com

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Holders of Outstanding Notes (as defined below) should complete this Letter of Transmittal either if Outstanding Notes are to be forwarded herewith or if tenders of Outstanding Notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at the book-entry transfer facility specified by the holder pursuant to the procedures set forth in “The Exchange Offer—Book-Entry Delivery Procedures” and “The Exchange Offer—Procedures for Tendering Outstanding Notes” in the Prospectus (as defined below) and an Agent’s Message (as defined below) is not delivered. If tender is being made by book-entry transfer, the holder must have an Agent’s Message delivered in lieu of this Letter of Transmittal.

Holders of Outstanding Notes whose certificates for such Outstanding Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer— Guaranteed Delivery Procedures” in the Prospectus.

Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company (“DTC”).

The undersigned acknowledges receipt of the Prospectus dated             , 2013 (as it may be amended or supplemented from time to time, the “Prospectus”) of CHC Helicopter S.A., a Luxembourg société anonyme (the “Issuer”), CHC Helicopter Holding S.à r.l., a Luxembourg société a responsabilité limitée and direct parent of the Issuer (“Parent”), 6922767 Holding S.à r.l., a Luxembourg société a responsabilité limitée and direct parent of Parent (“Holdings”), and certain of the Holding’s subsidiaries (together with Parent and Holdings, each a “Guarantor” and collectively, the “Guarantors”), and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Issuer’s offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $300,000,000 of the Issuer’s 9.375% Senior Notes due 2021 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for any and all of the Issuer’s outstanding unregistered 9.375% Senior Notes due 2021 that were issued on May 13, 2013 (the “Outstanding Notes”). The Outstanding Notes are unconditionally guaranteed (the “Outstanding Guarantees”) by the Guarantors and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to the related Exchange Notes issued in the Exchange Offer in exchange for the Outstanding Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” includes the Guarantors’ offer to exchange the New Guarantees for the Outstanding Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Outstanding Guarantees.

For each Outstanding Note accepted for exchange, the holder of such Outstanding Note will receive an Exchange Note having a principal amount equal to that of the surrendered Outstanding Note. The Exchange Notes will accrue interest at a rate of 9.375% per annum and will be payable on June 1 and December 1 of each year.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the Exchange Offer.

2

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS

CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts of Outstanding Notes should be listed on a separate signed schedule affixed hereto.

All Tendering Holders Complete Box 1:

Box 1

Description of Outstanding Notes Tendered Herewith*

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))	Certificate or Registration Amount Number(s) of Outstanding Notes**	Aggregate Principal Amount of Represented by Outstanding Notes	Aggregate Principal Outstanding Notes Being Tendered***
Total:
*       If the space provided is inadequate, list the certificate numbers and principal amount of Outstanding Notes on a separate signed schedule and attach the list to this Letter of Transmittal. **     Need not be completed by book-entry holders. ***  The minimum permitted tender is $100,000 in principal amount. All tenders must be in denominations of $100,000 and integral multiples of $1,000 in excess thereof in principal amount. Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See instruction 2.

	Box 2 Book-Entry Transfer
¨      CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK- ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
	Name of Tendering Institution:
	Account Number:
	Transaction Code Number:

Holders of Outstanding Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through DTC’s Automated Tender Offer Program (“ATOP”) for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the Exchange Offer through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal. Delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

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Box 3

Notice of Guaranteed Delivery

(See Instruction 1 below)

¨      CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Description of Outstanding Notes

being delivered pursuant to a

Notice of Guaranteed Delivery:

Window Ticket Number (if any):

Name of Eligible Guarantor Institution that Guaranteed Delivery:

Date of Execution of Notice of Guaranteed Delivery:

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Box 4

Return of Non-Exchanged Outstanding Notes

Tendered by Book-Entry Transfer

¨      CHECK HERE IF OUTSTANDING NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.

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Box 5

Participating Broker-Dealer

¨      CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:  

Address:  

If the undersigned is not a broker-dealer, the undersigned represents that it is acquiring the Exchange Notes in the ordinary course of business, it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes and it has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus in connection with any resale or transfer of such Exchange Notes, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any broker-dealer who purchased Outstanding Notes from the Issuer to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

5

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the aggregate principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Outstanding Notes as are being tendered herewith.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuer, in connection with the Exchange Offer) with respect to the tendered Outstanding Notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such Outstanding Notes, or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility specified by the holder(s) of the Outstanding Notes, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuer, (2) present and deliver such Outstanding Notes for transfer on the books of the Issuer and (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Outstanding Notes, all in accordance with the terms of the Exchange Offer.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes tendered hereby, (b) when such tendered Outstanding Notes are accepted for exchange, the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the Outstanding Notes tendered for exchange are not subject to any adverse claims or proxies when accepted by the Issuer. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Outstanding Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, and that neither the holder of such Outstanding Notes nor any such other person is an “affiliate,” as such term is defined in Rule 405 under the Securities Act, of the Issuer or any Guarantor. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

The undersigned also acknowledges that this Exchange Offer is being made based on the Issuer’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) as set forth in no-action letters issued to third parties, including Morgan Stanley & Co. Incorporated (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters, that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquires such Exchange Notes directly from the Issuer for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Company or the Guarantors within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of such Exchange Notes and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. If a holder of the Outstanding Notes is an affiliate of the Issuer or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (x) may not rely on the applicable interpretations of the

6

staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Issuer and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Issuer of the Issuer’s obligations under the Registration Rights Agreement, dated as of May 13, 2013 (the “Registration Rights Agreement”), among the Issuer, the Guarantors named therein, Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc., RBC Capital Markets, LLC and UBS Securities LLC, and that the Issuer shall have no further obligations or liabilities thereunder except as provided in Section 6 of such agreement. The undersigned will comply with its obligations under the Registration Rights Agreement.

The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer—Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuer), as more particularly set forth in the Prospectus, the Issuer may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offer. In addition, the Issuer may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under “The Exchange Offer—Conditions to the Exchange Offer” occur.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, administrators, trustees in bankruptcy and legal representatives of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the procedures set forth in the terms of this Letter of Transmittal. Unless otherwise indicated herein in the box entitled “Special Registration Instructions” below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the Outstanding Notes, please credit the account indicated above. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Outstanding Notes Tendered Herewith.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.

7

Box 6

SPECIAL REGISTRATION INSTRUCTIONS (See Instructions 4 and 5)

To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.

Issue:	¨  Outstanding Notes not tendered to:
	¨  Exchange Notes to:

Name:
	(Please Type or Print)

Address:
	(Include Zip Code)

Daytime Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

Box 7

SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4 and 5)

To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be sent to someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.

Issue:	¨  Outstanding Notes not tendered to:
	¨  Exchange Notes to:

Name:
	(Please Type or Print)

Address:
	(Include Zip Code)

Daytime Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

8

Box 8 TENDERING HOLDER(S) SIGN HERE

(Complete accompanying Substitute Form W-9 or applicable Form W-8)

Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of the Outstanding Notes exactly as their name(s) appear(s) on the Outstanding Notes hereby tendered or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 4.

(Signature(s) of Holder(s))

Date: 

Name: 

(Please Type or Print)

Capacity (full title): 

Address: 

(Including Zip Code)

Daytime Area Code and Telephone Number: 

Taxpayer Identification or Social Security Number: 

GUARANTEE OF SIGNATURE(S)

(If Required—See Instruction 4)

Authorized Signature: 

Name: 

Title: 

Name of Firm: 

Address of Firm: 

(Include Zip Code)

Area Code and Telephone Number: 

Taxpayer Identification or Social Security Number: 

9

Box 9 PAYER’S NAME: CHC HELICOPTER S.A.
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payor’s Request for Taxpayer Identification Number (TIN)	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Name Social Security Number OR Employer Identification Number
	Part 2—Certification—UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
	CERTIFICATE INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2). The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.	Part 3 Awaiting TIN ¨
Sign Here
Signature:
Date:

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY REPORTABLE PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU

CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9

10

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld and, if the Exchange Agent is not provided with a taxpayer identification number within 60 days, such amounts will be paid over to the Internal Revenue Service.

Signature 

Date 

11

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the payee (You) to Give the Payer.—Social security numbers have nine digits separated by two hyphens, i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen, i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

For this type of account:		Give the SOCIAL SECURITY number of—
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined account fund, the first individual on the account1
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor2
4.	a. The usual revocable     savings trust account (grantor is     also trustee)	The grantor-trustee1
	b. So-called trust that is not a     legal or valid trust under     state law	The actual owner1
5.	Sole proprietorship or disregarded entity owned by an individual	The owner3

For this type of account:		Give the EMPLOYER IDENTIFICATION number of
6.	Disregarded entity not owned by an individual	The owner
7.	A valid trust, estate, or pension trust	The legal entity4
8.	Corporate	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization account	The organization
10.	Partnership	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

1. List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

2. Circle the minor’s name and furnish the minor’s social security number.

3. You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).

4. List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

12

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

• An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

• The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

• An international organization or any agency or instrumentality thereof.

• A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

• A corporation.

• A financial institution.

• A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

• A real estate investment trust.

• A common trust fund operated by a bank under Section 584(a).

• An entity registered at all times during the tax year under the Investment Company Act of 1940.

• A middleman known in the investment community as a nominee or custodian.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A foreign central bank of issue.

• A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

• Payments to nonresident aliens subject to withholding under Section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

• Payments of patronage dividends not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) payments made by an ESOP

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Payments of interest generally exempt from backup withholding include:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

• Payments described in Section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under Section 1451.

• Payments made by certain foreign organizations.

• Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice.—Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to the payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

General

Please do not send certificates for Outstanding Notes directly to the Issuer. Your certificates for Outstanding Notes, together with your signed and completed Letter of Transmittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange Agent at the address set forth on the first page hereof. The method of delivery of Outstanding Notes, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. A holder of Outstanding Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described below or (iii) complying with the guaranteed delivery procedures described below.

Holders of Outstanding Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can effect the tender through DTC’s Automated Tender Offer Program (“ATOP”) for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the Exchange Offer through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal.

Delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot comply with the book-entry transfer procedures on a timely basis, must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus and by completing Box 3. Holders may tender their Outstanding Notes if: (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) the Exchange Agent receives (by facsimile transmission, mail or hand delivery) from such Eligible Guarantor Institution, on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal that (a) sets forth the name and address of the holder of Outstanding Notes, if applicable, the certificate number(s) of the Outstanding Notes to be tendered and the principal amount of Outstanding Notes tendered; (b) states that the tender is being made thereby; and (c) guarantees that, within three New York Stock Exchange

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trading days after the Expiration Date, the Letter of Transmittal, or a facsimile thereof, and any other documents required by the Letter of Transmittal, together with the Outstanding Notes or a book-entry confirmation and an agent’s message, will be deposited or transferred/transmitted by the Eligible Guarantor Institution with or to the Exchange Agent; and (iii) the Exchange Agent receives a properly completed and executed Letter of Transmittal, or facsimile thereof, and all other documents required by this Letter of Transmittal as well as the certificate(s) representing all tendered Outstanding Notes in proper form for transfer or a confirmation of book-entry transfer of the Outstanding Notes into the Exchange Agent’s account at the appropriate book-entry transfer facility at DTC within three New York Stock Exchange trading days after the Expiration Date.

Any Holder who wishes to tender Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

No alternative, conditional, irregular or contingent tenders will be accepted. Each tendering holder, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

2. Partial Tenders; Withdrawals. Tenders of Outstanding Notes will be accepted only in the principal amount of $100,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder(s) must fill in the aggregate principal amount of Outstanding Notes tendered in the column entitled “Description of Outstanding Notes Tendered Herewith” in Box 1 above. A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder promptly after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise clearly indicated. Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date, after which tenders of Outstanding Notes are irrevocable.

To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal (which may be by telegram, telex, facsimile or letter) must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Issuer notifies the Exchange Agent that it has accepted the tender of Outstanding Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; (v) specify the name in which any such Outstanding Notes are to be registered, if different from that of the withdrawing holder; and (vi) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity, form and eligibility of notices of withdrawals, including time of receipt, will be determined by the Issuer in its sole discretion, and such determination will be final and binding on all parties.

Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes

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will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption “The Exchange Offer—Procedures for Tendering Outstanding Notes” in the Prospectus at any time prior to the Expiration Date.

Neither the Issuer, any affiliate or assigns of the Issuer, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

3. Beneficial Owner Instructions. Only a holder of Outstanding Notes (i.e., a person in whose name Outstanding Notes are registered on the books of the registrar of, or, in the case of Outstanding Notes held through book-entry, such book-entry transfer facility specified by the holder), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of Outstanding Notes who wishes to accept the Exchange Offer must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the “Instructions to Registered Holder from Beneficial Owner” form accompanying this Letter of Transmittal.

4. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the certificates (or on such security listing) without alteration, addition, enlargement or any change whatsoever.

If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of Outstanding Notes.

When this Letter of Transmittal is signed by the registered holder(s) of Outstanding Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. If, however, this Letter of Transmittal is signed by a person other than the registered holder(s) of the Outstanding Notes listed or the Exchange Notes are to be issued, or any untendered Outstanding Notes are to be reissued, to a person other than the registered holder(s) of the Outstanding Notes, such Outstanding Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Issuer and duly executed by the registered holder, in each case signed exactly as the name or names of the registered holder(s) appear(s) on the Outstanding Notes and the signatures on such certificates must be guaranteed by an Eligible Guarantor Institution. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, submit proper evidence satisfactory to the Issuer, in the Issuer’s sole discretion, of such persons’ authority to so act.

Endorsements on certificates for the Outstanding Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”).

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Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Notes are tendered: (i) by a registered holder (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution.

5. Special Registration and Delivery Instructions. Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the Exchange Notes and/or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name(s) and address(es) of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number or social security number of the person named must also be indicated. A holder tendering the Outstanding Notes by book-entry transfer may request that the Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate. See Box 4.

If no such instructions are given, the Exchange Notes (and any Outstanding Notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder’s account at the applicable book-entry transfer facility.

6. Transfer Taxes. The Issuer shall pay all transfer taxes, if any, applicable to the transfer and exchange of the Outstanding Notes to it or its order pursuant to the Exchange Offer. If, however, the Exchange Notes are delivered to or issued in the name of a person other than the registered holder, or if a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Issuer or the Issuer’s order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter of Transmittal.

7. Waiver of Conditions. The Issuer reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

8. Mutilated, Lost, Stolen or Destroyed Securities. Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been completed.

9. No Conditional Tenders; No Notice of Irregularities. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange. The Issuer reserves the right, in the Issuer’s reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. The Issuer’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Issuer shall determine. Although the Issuer intends to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Issuer, the Exchange Agent nor any other person is under any obligation to give such notice nor shall they incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder promptly following the Expiration Date.

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10. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF OUTSTANDING NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a tendering holder whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides the Exchange Agent with either (i) such holder’s correct taxpayer identification number (“TIN”) on the Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Notes is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Notes is an individual, the TIN is such holder’s social security number. If the Exchange Agent is not provided with the correct TIN, the holder of Outstanding Notes may also be subject to certain penalties imposed by the Internal Revenue Service and any reportable payments that are made to such holder may be subject to backup withholding (see below).

Certain holders of Outstanding Notes (including, among others, all corporations and certain foreign holders) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on the Substitute Form W-9, by writing “Exempt” on the face of the form. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign holder to qualify as an exempt recipient, the holder must submit a Form W-8BEN (or other applicable Form W-8), signed under penalties of perjury, attesting to that holder’s exempt status. A Form W-8BEN (or other applicable Form W-8) can be obtained from the Exchange Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions. Holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

If backup withholding applies, the Exchange Agent is required to withhold 28% of any reportable payments made to the holder of Outstanding Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

A holder who does not have a TIN may check the box in Part 3 of the Substitute Form W-9 if the surrendering holder of Outstanding Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 28% of all reportable payments made prior to the time a properly certified TIN is provided to the Exchange Agent and, if the Exchange Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service. The holder of Outstanding Notes is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

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EX-99.4

Exhibit 99.4

CHC HELICOPTER S.A.

NOTICE OF GUARANTEED DELIVERY

OFFER TO EXCHANGE

$300,000,000 PRINCIPAL AMOUNT OF ITS 9.375% SENIOR NOTES DUE 2021,

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED 9.375%

SENIOR NOTES DUE 2021.

This form, or one substantially equivalent hereto, must be used to accept the Exchange Offer made by CHC Helicopter S.A. (the “Issuer”), and the Guarantors, pursuant to the Prospectus, dated             , 2013 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), if the certificates for the Outstanding Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 5:00 p.m. midnight, New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to The Bank of New York Mellon (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender the Outstanding Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

The Exchange Agent is:

THE BANK OF NEW YORK MELLON

For Delivery by Hand, Overnight Delivery, Registered or Certified Mail:

The Bank of New York Mellon, as Exchange Agent

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations - Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attention: Adam DeCapio

By Facsimile:		To Confirm by Telephone:
(732) 667-9408		(315) 414-3360
Corporate Trust Operations		Corporate Trust Operations
Reorganization Unit		Reorganization Unit
	For Information, Call:
	(315) 414-3360
	Corporate Trust Operations
	Reorganization Unit
	Email: ct_reorg_unit_inquiries@bnymellon.com

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Letter of Transmittal), such signature guarantee must appear in the applicable space in Box 8 provided on the Letter of Transmittal for Guarantee of Signatures

Ladies and Gentlemen:

Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Issuer the principal amount of Outstanding Notes indicated below, pursuant to the guaranteed delivery procedures described in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus.

Certificate Number(s) (if known)
of Outstanding Notes or Account
Number at Book-Entry Transfer
Facility Aggregate Principal
Amount Represented
by Outstanding
Notes Aggregate Principal
Amount of Outstanding
Notes Being
Tendered

PLEASE COMPLETE AND SIGN

(Signature(s) of Record Holder(s))

(Please Type or Print Name(s) of Record Holder(s))

Dated:                     , 2013

Address:                                                                              

(Zip Code)

(Daytime Area Code and Telephone No.)

¨      Check this Box if the Outstanding Notes will be delivered by book-entry transfer to The Depository Trust Company.

Account Number: 

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

2

GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

The undersigned, a member of a recognized signature medallion program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above person(s) “own(s)” the Outstanding Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those Outstanding Notes complies with Rule 14e-4 under the Exchange Act, and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Outstanding Notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the Outstanding Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.

Name of Firm: 

(Authorized Signature)

Address: 

(Zip Code)

Area Code and Tel. No.: 

Name: 

(Please Type or Print)

Title: 

Dated:                     , 2013

NOTE:    DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery of this Notice of Guaranteed Delivery.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offer. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holders use properly insured, registered mail with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 1 of the Letter of Transmittal. No Notice of Guaranteed Delivery should be sent to the Issuer.

2. Signatures on this Notice of Guaranteed Delivery.

If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Outstanding Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Outstanding Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Issuers, evidence satisfactory to the Issuers of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

3. Questions and Requests for Assistance or Additional Copies.

Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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CORRESP

Louis Lehot

T: +1 650 843 5949

llehot@cooley.com

June 7, 2013

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Justin Dobbie

                  J. Nolan McWilliams

Re:	CHC Helicopter S.A.
	Amendment No. 1 to the Registration Statement on Form S-4
	Filed May 29, 2013
	File No. 333-188927

Dear Mr. Dobbie:

In connection with the Offer to Exchange $300,000,000 aggregate principal amount of 9.375% Senior Notes due 2021 of CHC Helicopter S.A. (the “Company”) for all of the Company’s outstanding unregistered 9.375% Senior Notes due 2021, on behalf of the Company and other registrants related thereto, we are filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-4, together with the exhibits thereto (as amended, the “Registration Statement”), initially filed with the Commission on May 29, 2013 (Commission file no. 333-188927).

This letter sets forth the Company’s responses to the comment set forth in the comment letter of the staff (the “Staff”) of the Division of Corporation Finance of the Commission dated June 6, 2013 (the “Comment Letter”) relating to the Registration Statement. For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response to the comment set out immediately under the comment. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the Comment Letter. When indicated, the responses described below are contained in Amendment No. 1.

Also enclosed, for the convenience of the Staff, is a copy of Amendment No. 1 marked to show changes from the Registration Statement filed on May 29, 2013.

3175 HANOVER STREET, PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

U.S. Securities and Exchange Commission, Division of Corporation Finance

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Exhibit 5.2

1. Refer to paragraph 4(e) in the listing of assumptions. It is inappropriate to assume that the resolutions have not been amended, replaced or rescinded and are in full force and effect. Please have counsel revise its opinion accordingly.

Response: In response to the Staff’s comment, counsel has amended its opinion and we are herewith filing an amended Exhibit 5.2 to Amendment No. 1.

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3175 HANOVER STREET, PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

U.S. Securities and Exchange Commission, Division of Corporation Finance

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Please do not hesitate to call Michael Tollini (telephone: (415) 693-2049; email: mtollini@cooley.com) or the undersigned (telephone: (650) 843-5949; email: llehot@cooley.com) of Cooley LLP, counsel to the Company, with any questions or further comments you may have regarding this filing or if you wish to discuss any of the above responses.

Sincerely,

/S/ LOUIS LEHOT

Louis Lehot

for COOLEY LLP

cc: Mr. William Amelio

Ms. Rebecca Camden

Russ Hill, Esq.

Ms. Joan Hooper

Ms. Melanie Kerr

Michael O’Neill, Esq.

Ms. Priscilla Shung

CHC Helicopter S.A.

Gary Miller

Ernst & Young LLP

Michael Tollini, Esq.

Yueting Liang, Esq.

Cooley LLP

3175 HANOVER STREET, PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM