Exhibit 10.1

 AMENDMENT TO PLAN SUPPORT AGREEMENT

THIS AMENDMENT dated as of December 20, 2016 (this “Amendment”) is entered into by
and among:

(i) CHC Group Ltd. (the “Company”);

(ii) the undersigned beneficial holders, or investment advisors or managers for the account of such beneficial holders together with their respective successors and permitted assigns (each, a “Plan Sponsor” and, collectively, the “Plan Sponsors”), of the 9.25% Senior Secured Notes due 2020 issued under that certain Indenture, dated as of October 4, 2010, by and among CHC Helicopter S.A., as issuer, each of the guarantors named therein, HSBC Corporate Trustee Company (UK) Limited, as collateral agent, and The Bank of New York Mellon, as indenture trustee;

(iv) the Official Committee of Unsecured Creditors (the “UCC”);^[1]

(v) The Milestone Aviation Group Limited (“Milestone”);

(vi) Marble Ridge Capital L.P. (“Marble Ridge”) as a beneficial holder (or an investment advisor to or manager for the account of such a holder) of 9.375% Senior Notes due 2021, issued by CHC Helicopter S.A. pursuant to that certain indenture, dated as of May 13, 2013, by and among CHC Helicopter S.A., as issuer, each of the guarantors named therein and Law Debenture Trust Company, as successor trustee; and

(vii) Solus Alternative Asset Management LP (“Solus” and, together with Marble Ridge, the “Individual Creditor Parties”) as a beneficial holder (or an investment advisor to or manager for the account of such a holder) of Unsecured Notes.

The Company, the Plan Sponsors, the UCC, Milestone and the Individual Creditor Parties are referred to herein as the “Amendment Parties” and each individually as an “Amendment Party.” Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the PSA (as defined below).

RECITALS

WHEREAS, the Amendment Parties (together with certain other parties) entered into that certain Plan Support Agreement dated as of October 11, 2016 (as amended, supplemented or otherwise modified from time to time, the “PSA”);

WHEREAS, the Amendment Parties wish to amend certain provisions of the PSA; and

_______________

[1] The capitalized term “UCC” does not apply to the members of the UCC in their individual capacities. All members of the UCC reserve and retain their individual rights, whatever they may be, with respect to this Amendment and any motions filed before the Bankruptcy Court. For the avoidance of doubt, the obligations set forth in this Amendment shall be construed to bind any individual member of the UCC only if such member has separately executed this Amendment or a Joinder Agreement in its individual capacity.

WHEREAS, the Amendment Parties wish to take such actions necessary to give effect to such amendments.

AMENDMENTS

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein and in the PSA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Amendment Parties agree as follows:

Section 1. Amendments.

 (a)         Subsection (F) of Section 6(a)(ii) of the PSA is hereby amended and restated in its entirety as follows:

“(F)        obtain the entry by the Bankruptcy Court of the Final Cash Collateral Order by no later than January 9, 2017, which order is in all respects reasonably acceptable to the CHC Parties, Plan Sponsors and the UCC;”

Section 2. Effectiveness. This Amendment shall become effective and binding on the Amendment Parties in accordance with the terms of the PSA upon the execution and delivery by the Company, the Requisite Plan Sponsors, the UCC, Milestone and the Individual Creditor Parties of an executed signature page hereto; provided, however, the Company, the Requisite Plan Sponsors and the UCC expressly reserve all rights, and take no position, with respect to whether the consent of the Individual Creditor Parties is required pursuant to Section 10 of the PSA in order for this Amendment to become effective and binding.

Section 3. Miscellaneous.

3.1       Except as specifically set forth herein, the terms of the PSA shall remain in full force and effect and are hereby ratified and confirmed.

3.2       This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Amendment delivered by facsimile, PDF or otherwise shall be deemed to be an original for the purposes of this paragraph.

[Signature Page Follows]

IN WITNESS WHEREOF, the Amendment Parties have caused this Amendment to be duly executed and delivered as of the day and year first written above.

COMPANY

CHC Group Ltd.

By: /s/ Hooman Yazhari
Name: Hooman Yazhari
Title: Senior Vice President, Legal, & Administration

REQUISITE PLAN SPONSORS

ALLIANCEBERNSTEIN L.P. on behalf of its discretionary accounts
By:	/s/ Robert Schwartz
Name:	Robert Schwartz
Title:	Senior Vice President

Future Fund Board of Guardians By: Bain Capital Credit, LP, as Investment Manager
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Sankaty Credit Opportunities (F), L.P
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Sankaty Credit Opportunities V AIV II (Master), L.P.
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Sankaty Credit Opportunities VI-A, L.P.
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Sankaty Credit Opportunities VI-B (Master), L.P.
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Sankaty Managed Account (CalPERS), L.P.
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Bain Capital High Income Partnership, L.P.
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Sankaty Managed Account (E), L.P.
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Sankaty Managed Account (FSS), L.P.
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Sankaty Managed Account (PSERS), L.P.
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Sankaty Managed Account (TCCC), L.P.
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Sankaty Rio Grande FMC, L.P.
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Sears Holdings Pension Trust By: Bain Capital Credit, LP, as Investment Manager
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Sankaty Credit Opportunities VI-EU (Master), L.P.
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Sankaty Credit Opportunities VI-G, L.P.
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Los Angeles County Employees Retirement Association By: Bain Capital Credit, LP, as Manager
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

American Century Capital Portfolios, Inc. – AC Alternatives Income Fund By: Bain Capital Credit, LP, as Subadvisor
By:	/s/ Andrew S. Viens
Name:	Andrew S. Viens
Title:	Executive Vice President

Carl Marks Strategic Investments, L.P.
By:	/s/ James F. Wilson
Name:	James F. Wilson
Title:	Managing Member

Carl Marks Strategic Opportunities Fund II, L.P.
By:	/s/ James F. Wilson
Name:	James F. Wilson
Title:	Managing Member

Tennenbaum Special Situations IX-O, LP By: Tennenbaum Capital Partners, LLC Its: Investment Manager
By:	/s/ David Hollander
Name:	David Hollander
Title:	Managing Partner

Tennenbaum Special Situations Fund IX-C, LP By: Tennenbaum Capital Partners, LLC Its: Investment Manager
By:	/s/ David Hollander
Name:	David Hollander
Title:	Managing Partner

Tennenbaum Special Situations Fund IX, LLC By: Tennenbaum Capital Partners, LLC Its: Investment Manager
By:	/s/ David Hollander
Name:	David Hollander
Title:	Managing Partner

Tennenbaum Opportunities Fund, VI, LLC By: Tennenbaum Capital Partners, LLC Its: Investment Manager
By:	/s/ David Hollander
Name:	David Hollander
Title:	Managing Partner
Tennenbaum Special Situations IX-S, LP By: Tennenbaum Capital Partners, LLC Its: Investment Manager
By:	/s/ David Hollander
Name:	David Hollander
Title:	Managing Partner

Wayzata Opportunities Fund III, L.P. By: WOF III GP, L.P., its General Partner By: WOF III GP, LLC, its General Partner
By:	/s/ Mary Burns
Name:	Mary Burns
Title:	Authorized Signatory

Wayzata Opportunities Fund Offshore III, L.P. By: Wayzata Offshore GP III, LLC, its General Partner
By:	/s/ Mary Burns
Name:	Mary Burns
Title:	Authorized Signatory

UCC

Official Committee of Unsecured Creditors

 /s/ Douglas H. Mannal

 Douglas H. Mannal

 Counsel to the UCC

INDIVIDUAL CREDITOR PARTIES Marble Ridge Capital L.P.
By:	/s/ Dan Kamensky
Name:	Dan Kamensky
Title:	Managing Partner

Solus Alternative Asset Management LP
By:	/s/ Chris Pucillo
Name:	Chris Pucillo
Title:	CEO/CIO

MILESTONE The Milestone Aviation Group Limited
By:	/s/ Mark England
Name:	Mark England
Title:	Assistant Secretary
Location:	Dublin, Ireland