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¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 4.57M
Business-Combination Transaction
128: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 12K
2: EX-3.1 Chc Helicopter S.A., Articles of Association HTML 103K
11: EX-3.10 Chc Global Operations International Inc., Bylaws HTML 115K
12: EX-3.11 Chc Helicopter Holding S.A R.L, Articles of HTML 130K
Association
13: EX-3.12 Chc Helicopters (Barbados) Limited, Amended HTML 288K
Articles of Incorporation
14: EX-3.13 Chc Helicopters (Barbados) Limited, Bylaws HTML 134K
15: EX-3.14 Chc Holding Nl B.V., Deed of Incorporation HTML 140K
16: EX-3.15 Chc Holding (Uk) Limited, Certificate of HTML 87K
Incorporation
17: EX-3.16 Chc Holding (Uk) Limited, Amended Memorandum of HTML 132K
Association
18: EX-3.17 Chc Hoofddorp B.V., Deed of Incorporation HTML 149K
19: EX-3.18 Chc Netherlands B.V., Amended Articles of HTML 193K
Association
20: EX-3.19 Chc Norway Acquisition Co. As, Certificate of HTML 52K
Registration
3: EX-3.2 6922767 Holding S.Ar.L. Articles of Association HTML 319K
21: EX-3.20 Chc Norway Acquisition Co. As, Articles of HTML 48K
Association
22: EX-3.21 Chc Sweden Ab, Certificate of Registration HTML 54K
23: EX-3.22 Chc Sweden Ab, Articles of Association and Rules HTML 77K
of Procedure
24: EX-3.23 Helicopter Services Group As, Articles of HTML 49K
Association
25: EX-3.24 Helicopter Services Group As, Certificate of HTML 56K
Registration
26: EX-3.25 Helikopter Service As, Certificate of Registration HTML 54K
27: EX-3.26 Helikopter Service As, Articles of Association HTML 49K
28: EX-3.27 Heli-One Canada Inc., Certificate of Amalgamation HTML 67K
29: EX-3.28 Heli-One Canada Inc., Bylaws HTML 130K
30: EX-3.29 Heli-One Defence B.V., Amended Articles of HTML 110K
Association
4: EX-3.3 Capital Aviation Services B.V. Amended Articles of HTML 125K
Association
31: EX-3.30 Heli-One Holdings (Uk) Limited, Certificate of HTML 44K
Incorporation
32: EX-3.31 Heli-One Holdings (Uk) Ltd, Memorandum of HTML 93K
Association & Articles of Association
33: EX-3.32 Heli-One (Europe) As, Amended Articles of HTML 47K
Association
34: EX-3.33 Heli-One (Europe) As, Certificate of Registration HTML 53K
35: EX-3.34 Heli-One Leasing Inc., Certificate of HTML 64K
Incorporation
36: EX-3.35 Heli-One Leasing Inc., Bylaws HTML 114K
37: EX-3.36 Heli-One Leasing (Norway) As, Amended Articles of HTML 49K
Association
38: EX-3.37 Heli-One Leasing (Norway) As, Certificate of HTML 53K
Registration
39: EX-3.38 Heli-One (Norway) As, Amended Articles of HTML 48K
Association
40: EX-3.39 Heli-One (Norway) As, Certificate of Registration HTML 57K
5: EX-3.4 Chc Capital (Barbados) Limited, Certificate of HTML 78K
Incorporation
41: EX-3.40 Heli-One (Netherlands) B.V., Amended Articles of HTML 139K
Association
42: EX-3.41 Heli-One (Uk) Limited, Amended Certificate of HTML 80K
Incorporation
43: EX-3.42 Heli-One (Uk) Limited, Amended Articles of HTML 188K
Association
44: EX-3.43 Heli-One (Us) Inc., Certificate of Incorporation HTML 51K
45: EX-3.44 Heli-One (Us) Inc., Bylaws HTML 94K
46: EX-3.45 Heli-One Usa Inc., Amended Articles of HTML 95K
Incorporation
47: EX-3.46 Heli-One Usa Inc., Bylaws HTML 107K
48: EX-3.47 Heliworld Leasing Limited, Certificate of HTML 46K
Incorporation
49: EX-3.48 Heliworld Leasing Limited, Memorandum of HTML 170K
Association and Articles of Association
50: EX-3.49 Chc Leasing (Ireland) Limited, Certificate of HTML 78K
Incorporation
6: EX-3.5 Chc Capital (Barbados) Limited, Bylaws HTML 109K
51: EX-3.50 Chc Leasing (Ireland) Limited, Memo of Association HTML 126K
and Articles of Association
52: EX-3.51 Integra Leasing As, Articles of Association HTML 48K
53: EX-3.52 Integra Leasing As, Certificate of Registration HTML 50K
54: EX-3.53 Lloyd Bass Strait Helicopters Pty. Ltd. HTML 44K
55: EX-3.54 Lloyd Bass Strait Helicopters Pty. Ltd., HTML 333K
Constitution
56: EX-3.55 Lloyd Helicopters International Pty. Ltd. HTML 316K
Indenture
57: EX-3.56 Lloyd Helicopters International Pty. Ltd. HTML 331K
Certificate of Registration
58: EX-3.57 Lloyd Helicopters Pty. Ltd., Certificate of HTML 44K
Registration
59: EX-3.58 Lloyd Helicopters Pty. Ltd., Constitution HTML 353K
60: EX-3.59 Lloyd Helicopter Services Limited, Certificate of HTML 73K
Incorporation and Memo of Assn
7: EX-3.6 Chc Den Helder B.V., Amended Articles of HTML 163K
Association
61: EX-3.60 Lloyd Helicopter Services Limited, Articles of HTML 82K
Association
62: EX-3.61 Lloyd Helicopter Services Pty. Ltd., Certificate HTML 61K
of Registration
63: EX-3.62 Lloyd Helicopter Services Pty. Ltd., Constitution HTML 329K
64: EX-3.63 Lloyd Offshore Helicopters Pty. Ltd., Certificate HTML 86K
of Registration
65: EX-3.64 Lloyd Offshore Helicopters Pty. Ltd., Constitution HTML 305K
66: EX-3.65 Management Aviation Limited, Certificate of HTML 75K
Incorporation
67: EX-3.66 Management Aviation Limited, Memorandum of HTML 104K
Association and Articles of Assn
68: EX-3.67 North Denes Aerodrome Limited, Certificate of HTML 70K
Incorporation
69: EX-3.68 North Denes Aerodrome Limited, Memorandum of HTML 106K
Association and Articles of Assn
8: EX-3.7 Chc Global Operations (2008) Inc., Certificate of HTML 102K
Incorporation
9: EX-3.8 Chc Global Operations (2008) Inc., Bylaws HTML 114K
10: EX-3.9 Chc Global Operations International Inc., HTML 62K
Certificate of Incorporation
70: EX-4.1 Indenture HTML 1.12M
71: EX-4.3 Registration Rights Agreement HTML 214K
72: EX-4.4 Intercreditor Agreement HTML 408K
73: EX-5.1 Opinion of Simpson Thacher & Bartlett LLP HTML 65K
82: EX-5.10 Opinion of Paull & Williamsons LLP HTML 80K
83: EX-5.11 Opinion of Arthur Cox HTML 62K
84: EX-5.12 Opinion of Dla Piper LLP (Us) HTML 51K
74: EX-5.2 Opinion of Simpson, Thacher & Bartlett HTML 66K
75: EX-5.3 Opinion of Loyens & Loeff HTML 82K
76: EX-5.4 Opinion of Harridyal Sodha & Associates HTML 60K
77: EX-5.5 Opinion of Blake, Cassels & Graydon LLP HTML 56K
78: EX-5.6 Opinion of Mallesons Stephen Jaques HTML 100K
79: EX-5.7 Opinion of Advokatfirmaet Thommessan as HTML 74K
80: EX-5.8 Opinion of Advokatfirman Vinge Kb HTML 89K
81: EX-5.9 Opinion of Van Doorne N.V. HTML 78K
85: EX-10.1 Credit Agreement HTML 1.05M
94: EX-10.10 2008 Share Incentive Plan of 6922767 Holding HTML 138K
(Cayman) Inc.
95: EX-10.11 Form of 2008 Option Agreement of 6922767 Holding HTML 61K
(Cayman) Inc.
96: EX-10.12 Form of 2008 Option Rollover Agreement of 6922767 HTML 59K
Holding (Cayman) Inc.
97: EX-10.13 Form of 2008 Special A Share Subscription HTML 64K
Agreement
98: EX-10.14 Form of 2008 Subscription Agreement of 6922767 HTML 68K
Holding (Cayman) Inc.
99: EX-10.15 Management Shareholders Agreement HTML 186K
100: EX-10.16 Employment Agreement - William J. Amelio HTML 126K
101: EX-10.17 Employment Agreement - Christine Baird HTML 93K
102: EX-10.18 Employment Agreement - Neil Calvert HTML 93K
103: EX-10.19 Employment Agreement - Rick Davis HTML 100K
86: EX-10.2 Guarantee HTML 163K
104: EX-10.20 Employment Agreement - Tilmann Gabriel HTML 93K
105: EX-10.21 Employment Agreement - Joan Hooper HTML 97K
106: EX-10.22 Employment Agreement - Michael O'Neill HTML 111K
107: EX-10.23 Amended and Restated Employment Agreement - HTML 106K
Michael Summers
108: EX-10.24 Amended and Restated Supp Retirement Plan HTML 79K
Agreement - Christine Baird
109: EX-10.25 Retirement Compensation Arrangement - Christine HTML 206K
Baird
110: EX-10.26 Retirement Compensation Arrangement - Neil Calvert HTML 198K
111: EX-10.27 Amended and Restated Supp Retirement Plan - Neil HTML 81K
Calvert
112: EX-10.28 Supplemental Retirement Plan Agreement - Rick HTML 78K
Davis
113: EX-10.29 Retirement Compensation Agreement - Rick Davis HTML 201K
87: EX-10.3 Material Contract HTML 227K
114: EX-10.30 Agreement Regarding Termination - Christine Baird HTML 105K
115: EX-10.31 Agreement Regarding Termination - Neil Calvert HTML 178K
116: EX-10.32 Agreement Regarding Termination - Rick Davis HTML 62K
117: EX-10.33 Consulting Agreement - Rick Davis HTML 62K
118: EX-10.34 Compromise Agreement - Tilmann Gabriel HTML 117K
119: EX-10.35 Offer Letter - Michael Summers HTML 58K
88: EX-10.4 Sale Purchase Agreement HTML 258K
89: EX-10.5 Framework Agreement HTML 745K
90: EX-10.6 2011 Management Equity Plan of 6922767 Holding HTML 135K
(Cayman) Inc.
91: EX-10.7 Form of 2011 Option Agreement of 6922767 Holding HTML 70K
(Cayman) Inc.
92: EX-10.8 Form of 2011 Restricted Share Unit Grant Agreement HTML 59K
93: EX-10.9 Form of 2011 Subscription Agreement of 6922767 HTML 73K
Holding (Cayman) Inc.
121: EX-21.1 Schedule of Subsidiaries of 6922767 Holdings S.A HTML 72K
R.L.
122: EX-23.13 Consent of Ernst & Young LLP HTML 43K
123: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 113K
124: EX-99.1 Form of Letter of Transmittal HTML 156K
125: EX-99.2 Form of Letter to Brokers, Dealers, Commercial HTML 51K
Banks, Trust Companies and Others
126: EX-99.3 Form of Letter to Clients HTML 57K
127: EX-99.4 Form of Notice of Guaranteed Delivery HTML 64K
120: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 70K
| Form of 2008 Special A Share Subscription Agreement |
Exhibit 10.13
FORM OF SPECIAL A SHARE SUBSCRIPTION AGREEMENT
THIS AGREEMENT (the “Agreement”), is made effective as of the day of , , (hereinafter called the “Effective Date”) between 6922767 Holding (Cayman) Inc. (hereinafter called the “Company”), and (hereinafter called the “Participant”)
RECITALS:
WHEREAS, the Company has adopted the 6922767 Holding (Cayman) Inc. Share Incentive Plan (the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan; and
WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to provide for the issuance to the Participant of Special A Shares in the Company pursuant to the Plan and the terms set forth herein.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:
| 1. | Subscription for Special A Shares. The Committee hereby grants to the Participant the right to subscribe for Special A Shares, at the Subscription Price (defined in accordance with Section 2 below), by tendering payment in full of the aggregate Subscription Price on or before September 16, 2008 (such date, the “Subscription Date”). |
| 2. | Subscription Price. The Subscription Price payable for the issue of each Special A Share shall be the par value of a Special A Share being U.S.$0.01 or its equivalent determined in the local currency applicable. |
| 3. | Vesting and Redemption of Special A Shares. |
| (a) | The Special A Shares issued to the Participant pursuant to this Agreement will be redeemed in cash or in kind, as determined by the Committee in its sole discretion, subject to the provisions of this Section 3, in connection with each Exit Event by the Company acting through the Committee at the redemption price determined in accordance with the Plan (such price, the “Redemption Price”). |
| (b) | The Special A Shares issued to the Participant pursuant to this Agreement shall vest upon a given Exit Event once the aggregate Exit Value in connection with such Exit Event and all Exit Events prior to such Exit Event equals or exceeds 2.00 times the Investors’ Investment, provided that the Participant has not Terminated employment with the Company or an Affiliate prior to the date as of which this vesting requirement is met. |
| (c) | If an Exit Event occurs at any particular time, the Committee shall determine the extent, if any, to which existing unvested Special A Shares issued to the Participant shall then become vested and shall determine the extent, if any, a Special A Share Ownership Interest threshold has been satisfied. |
| (d) | No redemption of a Special A Share by the Company pursuant to this Section 3 shall be completed prior to six (6) months plus one (1) day following the vesting of such Special A Share. |
| 4. | Termination of Employment. Where the Participant is Terminated, Special A Shares may be redeemed by the Company in accordance with this Section 4 as follows: |
| (a) | If the Participant Terminates due to Retirement, or is Terminated Without Cause (other than where, in the case of a Participant who Terminates Without Cause or Terminates due to Retirement, such Participant is employed by, contracts or consults with a Competitor of the Company or any of its Affiliates at any time during the one (1) year period following the Date of Termination), the Company may redeem using the proceeds received by the Company in connection with an Exit Event, at any time following the Exit Event until or on the date of the Final Exit Event, any unvested Special A Shares (regardless of whether such Special A Shares would have vested in accordance with Section 3(b) hereof had such Participant not Terminated), for their Fair Value determined as of the Participant’s Date of Termination. Immediately following such redemption, the unvested Special A Shares shall be cancelled. |
| (b) | If the Participant Terminates due to death or Disability, the Company may redeem at any time until or on the date of the Final Exit Event, any unvested Special A Shares (regardless of whether such Special A Shares would have vested in accordance with Section 3(b) hereof had such Participant not Terminated), for their Fair Value determined as of the Participant’s Date of Termination. Immediately following such redemption, the unvested Special A Shares shall be cancelled. |
| (c) | Except where the Participant’s Special A Shares are redeemed pursuant to paragraph 4(a) or paragraph 4(b) above, if the Participant is Terminated for any reason the Company shall redeem the unvested Special A Shares issued to the Participant effective as of the Date of Termination for their par value, immediately following which the unvested Special A Shares so redeemed shall be cancelled. |
| (d) | If the Participant (1) is Terminated for Cause or (2) is Terminated Without Cause or Terminates due to Retirement (where, in the case of clause (2), such Participant is employed by, contracts or consults with a Competitor of the Company or any of its Affiliates at any time during the one (1) year period following the Date of Termination), any vested Special A Shares (determined as of the Date of Termination) may be redeemed by the Company for their par value, immediately following which the vested Special A Shares so redeemed shall be cancelled. |
| (e) | Except where the Participant’s Special A Shares are redeemed pursuant to paragraph 4(d) above, if the Participant is Terminated for any reason, the Company may redeem, at any time following six (6) months plus one (1) day following the date of vesting applicable to such Shares until or on the Final Exit |
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| Event, the vested Special A Shares issued to the Participant for their Fair Value determined as of the later of such Date of Termination and six (6) months plus one (1) day following the date of vesting applicable to such Shares, immediately following which the vested Special A Shares so redeemed shall be cancelled. |
| (f) | Notwithstanding any other provision of this Agreement, any redemption, purchase or similar transaction involving the Company described herein or in the Plan shall, in all circumstances, be subject to the Company’s compliance with contractual obligations, organizational documents and applicable law. |
| 5. | Exercise of Subscription Right. |
| (a) | Except as otherwise provided in the Plan, the Participant may subscribe for Special A Shares pursuant to this Agreement by delivering to the Committee on or before the Subscription Date a written notice confirming the number of Special A Shares the Participant wishes to subscribe for pursuant to this Agreement, accompanied by a cheque or bank draft payable to the Company in the amount of the aggregate Subscription Price for such number of Special A Shares, and where the Participant has not already done so, the Participant has executed such documentation (as specified by the Committee) agreeing to be bound by the Management Shareholders’ Agreement. Special A Shares issued pursuant to the Plan will be subject to the terms and conditions of the Articles. |
| (b) | Unless the Board otherwise agrees, the Company (or such Affiliate that may employ the Participant) and the Participant, if resident in the United Kingdom, must enter into an election on or before the Subscription Date for the purposes of Section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 (under which employees elect to be taxed on full market value of Special A Shares on receipt). Such election, where applicable, shall be in a form determined by the Committee. |
| 6. | Withholding. The Participant may be required to pay to the Company or an Affiliate and the Company or an Affiliate shall have the right and is hereby authorized to withhold, any applicable withholding taxes or other required source deductions in respect of the issuance, redemption or disposition of a Special A Share and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes or other required source deductions. |
| 7. | Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of the Committee and to the Participant at the address appearing in the personnel records of the Company or its Affiliates for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee. |
| 8. | Governing Law. This Agreement, the Plan and any other agreements or other documents relating to the Plan shall be interpreted and construed in accordance with the laws of the State of New York, United States of America. |
| 9. | Issue of Special A Shares Subject to Plan, Management Shareholders’ Agreement and Articles. By entering into this Agreement the Participant acknowledges that the |
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| Participant has received and read a copy of the Plan, the Articles and the Management Shareholders’ Agreement and the Participant agrees to be bound by the terms of this Agreement, the Articles, the Management Shareholders’ Agreement and the Plan including, without limitation, the covenants contained in Section 15 of the Plan, if applicable, relating to confidential information, non-solicitation and non-competition. The Participant further acknowledges that the Participant may have executed a written contract of employment with the Company or an Affiliate thereof that contains provisions regarding confidential information, non-solicitation and non-competition. Where the Participant has entered into such an employment agreement, the Participant acknowledges and agrees that such contract of employment was entered into for good and valuable consideration and that the provisions of that contract of employment relating to confidential information, non-solicitation and non-competition govern and prevail. This Agreement is subject to the Plan, the Articles and the Management Shareholders’ Agreement. The terms and provisions of the Plan and the Management Shareholders’ Agreement as each may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan or the Management Shareholders’ Agreement, the applicable terms and provisions of the Plan or the Management Shareholders’ Agreement will govern and prevail. In the event of a conflict between any term or provision of the Plan and any term or provision of the Management Shareholders’ Agreement, the applicable terms and provisions of the Management Shareholders’ Agreement will govern and prevail. |
| 10. | Non-Assignment and Transferability. Unless otherwise determined by the Committee in writing or otherwise provided in the Management Shareholders’ Agreement or in any securities pledge agreement in a form approved by the Company or an Affiliate of the Company, and otherwise than by will or by the laws of descent and distribution, neither this Agreement nor any rights or interests of the Participant under the Plan shall be given as security or assigned or alienated by any Person nor shall this Agreement or any portion of any Special A Shares that may be issued pursuant to the Plan be subject to attachment, charge, anticipation, execution, garnishment, sequestration or other seizure under any legal or other process. |
| 11. | Amendment. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of the Participant hereunder without the consent of the Participant; provided, however, that the Committee may amend this Agreement in such manner as it deems necessary to meet the requirements of applicable laws. |
| 12. | Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. |
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
| 6922767 HOLDING (CAYMAN) INC. | ||
| By: |
| |
| Agreed and acknowledged as of the date first above written: | ||
|
| ||
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| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/18/12 | None on these Dates | ||
| 9/16/08 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/11/12 SEC UPLOAD¶ 9/19/17 1:79K North Denes Aerodrome Ltd. 2/14/12 SEC UPLOAD¶ 9/19/17 1:98K North Denes Aerodrome Ltd. |