Chorus Aviation Inc.

(the “ Corporation ”)

and

COMPUTERSHARE TRUST COMPANY OF CANADA

(the “ Trustee ”)

FIRST SUPPLEMENTAL INDENTURE

TO THE INDENTURE DATED DECEMBER 6, 2019

Dated as of September 27, 2021

Providing for the issue of 5.75% Senior Unsecured Debentures due June 30, 2027

Page

INTERPRETATION AND RELATED MATTERS ................................................ 2	INTERPRETATION AND RELATED MATTERS ................................................ 2
Section 1.1	Interpretation of First Supplemental Indenture .......................................... 2
Section 1.2	Defined Terms ........................................................................................... 2
Section 1.3	Headings, etc. ............................................................................................. 2
Section 1.4	Definitions.................................................................................................. 2
Section 1.5	Schedules ................................................................................................... 3
INDENTURE SUPPLEMENTAL TO ORIGINAL TRUST INDENTURE ........... 4
Section 2.1	Incorporation with Original Indenture ....................................................... 4
ISSUANCE OF 2027 DEBENTURES ..................................................................... 4
Section 3.1	Form and Terms of 2027 Debentures ........................................................ 4
Section 3.2	Events of Default ..................................................................................... 11
COVENANTS OF THE CORPORATION ............................................................ 11
Section 4.1	Covenants of the Corporation .................................................................. 11
ACCEPTANCE OF TRUST BY TRUSTEE.......................................................... 11
Section 5.1	Acceptance of Trust ................................................................................. 11
EXECUTION AND FORMAL DATE ................................................................... 12
Section 6.1	Confirmation of Indenture ....................................................................... 12
Section 6.2	Execution ................................................................................................. 12
Section 6.3	Applicable Law and Attornment .............................................................. 12
Section 6.4	Formal Date ............................................................................................. 12

SCHEDULE A FORM OF 2027 DEBENTURE EXHIBIT “1” TO CDS GLOBAL DEBENTURE SCHEDULE B FORM OF REDEMPTION NOTICE SCHEDULE C FORM OF MATURITY NOTICE

-i-

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE is made as of the 27th day of September, 2021

BETWEEN:

CHORUS AVIATION INC.

a corporation existing under the laws of Canada and having its chief executive office in Dartmouth, Nova Scotia (the “ Corporation ”)

AND

COMPUTERSHARE TRUST COMPANY OF CANADA

a trust company existing under the laws of Canada and registered to carry on business in the Province of Ontario (the “ Trustee ”).

WITNESSETH THAT

WHEREAS the Corporation entered into an indenture (the “ Original Indenture ”) dated as of December 6, 2019 between the Corporation and the Trustee, which provides for the issuance of one or more series of unsecured debt securities of the Corporation by way of supplemental indentures;

AND WHEREAS the Corporation desires to create and issue a series of Debentures as provided for under the Original Indenture;

AND WHEREAS the Corporation wishes to enter into this first supplemental indenture (the “ First Supplemental Indenture ”) to set forth the terms and to otherwise give effect to the issuance of a new series of Debentures to be designated as “5.75% Senior Unsecured Debentures due June 30, 2027” of the Corporation;

AND WHEREAS the Original Indenture, as supplemented by this First Supplemental Indenture, is hereinafter referred to as the “ Indenture ”;

AND WHEREAS all things necessary have been done and performed to make the 2027 Debentures (as defined herein), when certified by the Trustee and issued as provided in the Indenture, legal, valid and binding obligations of the Corporation with the benefits and subject to the terms of the Indenture;

AND WHEREAS the Trustee has agreed to act as trustee for the benefit of the holders of Debentures subject to the terms and conditions of the Indenture.

NOW THEREFORE it is hereby covenanted, agreed and declared as follows:

==> picture [65 x 10] intentionally omitted <==

INTERPRETATION AND RELATED MATTERS

Section 1.1 Interpretation of First Supplemental Indenture

The terms “this first supplemental indenture”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder”, and similar expressions, unless the context otherwise specifies or requires, refer to this First Supplemental Indenture and not to any particular Article, Section, subsection, clause, subdivision or other portion hereof, and include any and every instrument supplemental or ancillary hereto or in implementation hereof.

Section 1.2 Defined Terms

All capitalized terms contained in this First Supplemental Indenture and not defined herein which are defined in the Original Indenture will, for all purposes hereof, have the meanings given to such terms in the Original Indenture unless the context otherwise specifies or requires. In the event of any inconsistency between the defined terms in this First Supplemental Indenture and the Original Indenture, the defined terms in this First Supplemental Indenture shall prevail.

Section 1.3 Headings, etc.

The division of this First Supplemental Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this First Supplemental Indenture or of the 2027 Debentures.

Section 1.4 Definitions

For the purpose of this First Supplemental Indenture, unless there is something in the subject matter or context inconsistent therewith, the following terms have the following meanings:

“ 2027 Debentures ” has the meaning ascribed thereto in Section 3.1(1);

“ 2027 Debentures Maturity Date ” has the meaning ascribed thereto in Section 3.1(2);

“ 2027 Offering ” means the public offering by prospectus supplement dated September 20, 2021 to the short form base shelf prospectus dated September 2, 2021 of $85,000,000 aggregate principal amount of 2027 Debentures (up to $97,750,000 with the exercise of the 2027 Over-Allotment Option);

“ 2027 Over-Allotment Option ” means the option of the underwriters under the 2027 Offering to purchase up to an additional $12,750,000 aggregate principal amount of 2027 Debentures at a price of $1,000 per 2027 Debenture;

“ 90% Redemption Right ” has the meaning ascribed thereto in Section 3.1(9)(d);

“ 90% Redemption Right Notice ” has the meaning ascribed thereto in Section 3.1(9)(d);

“ 90% Redemption Right Purchase Date ” has the meaning ascribed thereto in Section 3.1(9)(f);

“ Acceptance Notice ” has the meaning ascribed thereto in Section 3.1(9)(b)(iii);

“ Change of Control Notice ” has the meaning ascribed thereto in Section 3.1(9)(a);

“ Change of Control Purchase Date ” has the meaning ascribed thereto in Section 3.1(9)(b)(v);

“ Change of Control Purchase Offer ” has the meaning ascribed thereto in Section 3.1(9)(a);

“ Expiry Date ” has the meaning ascribed thereto in Section 3.1(9)(b)(ii);

“ Expiry Time ” has the meaning ascribed thereto in Section 3.1(9)(b)(ii);

“ First Redemption Amount ” has the meaning ascribed thereto in Section 3.1(4);

“ First Supplemental Indenture ” has the meaning ascribed thereto in the preamble;

“ Indenture ” has the meaning ascribed thereto in the preamble;

“ Maturity Notice ” has the meaning ascribed thereto in Section 3.1(6);

“ Offer Price ” has the meaning ascribed thereto in Section 3.1(9)(a);

“ Original Indenture ” has the meaning ascribed thereto in the preamble;

“ Redeemed Change of Control Debentures ” has the meaning ascribed thereto in Section 3.1(9)(k);

“ Redemption Amount ” means, as applicable, the “First Redemption Amount”, the “Second Redemption Amount” and the “Third Redemption Amount”, each with the meaning ascribed thereto in Section 3.1(4);

“ Second Redemption Amount ” has the meaning ascribed thereto in Section 3.1(4);

“ Third Redemption Amount ” has the meaning ascribed thereto in Section 3.1(4);

“ Total Offer Price ” has the meaning ascribed thereto in Section 3.1(9)(a); and

“ Unclaimed Funds Return Date ” has the meaning ascribed thereto in Section 3.1(9)(i);

Section 1.5 Schedules

(1) The following Schedules are incorporated into and form part of this First Supplemental Indenture:

Schedule A - Form of 2027 Debenture

Schedule B - Form of Redemption Notice Schedule C - Form of Maturity Notice

(2) In the event of any inconsistency between the provisions of any Section of this First Supplemental Indenture and the provisions of the Schedules which form a part hereof, the provisions of this First Supplemental Indenture shall prevail to the extent of the inconsistency.

==> picture [65 x 10] intentionally omitted <==

INDENTURE SUPPLEMENTAL TO ORIGINAL TRUST INDENTURE

Section 2.1 Incorporation with Original Indenture

This First Supplemental Indenture is a supplemental indenture within the meaning of Section 15.1 of the Original Indenture and the Original Indenture and the Debentures issued thereunder will henceforth be read in conjunction with this First Supplemental Indenture, and have effect so far as practicable as if all the provisions of the Original Indenture and this First Supplemental Indenture were contained in one instrument and is hereby ratified, approved and confirmed. Notwithstanding the foregoing sentence, if any terms of the Original Indenture are inconsistent with the express terms hereof, the terms of the Original Indenture shall be, solely in respect of the 2027 Debentures, amended and supplemented so as to be consistent herewith. The provisions of this First Supplemental Indenture are applicable only in respect of the 2027 Debentures and not any other Debentures. In addition to the foregoing and solely in respect of the 2027 Debentures:

(a) Section 2.14 of the Original Indenture shall apply equally in respect of the 2027 Debentures, except that (i) all references therein to “Initial Debentures” shall be deemed to be amended to read “2027 Debentures” and (ii) the reference therein to the “Offering” shall be deemed to be amended to read “2027 Offering”; and
(b) the forms attached as Schedules D, E, F, G and H to the Original Indenture shall apply equally in respect of the 2027 Debentures, except that (i) all references therein to the Original Indenture shall be deemed to refer to the Indenture; (ii) all references therein to a CUSIP number shall be deemed to refer to the CUSIP number “17040TAG7”; and (iii) all references to “Articles of Arrangement of Chorus” shall be deemed to be amended to read “Articles of Arrangement of Chorus, as amended”.

==> picture [65 x 10] intentionally omitted <==

ISSUANCE OF 2027 DEBENTURES

Section 3.1 Form and Terms of 2027 Debentures

(1) The second series of Debentures (the “ 2027 Debentures ”) authorized for issue shall be designated as “ 5.75 % Senior Unsecured Debentures due June 30, 2027 ”. The aggregate principal amount of 2027 Debentures which may be issued under the Indenture is unlimited.

(2) The 2027 Debentures (including, for the avoidance of doubt, any issued pursuant to the 2027 Over-Allotment Option and regardless of whether they are issued after the date of closing of the 2027 Offering) shall be dated as of the date of closing of the 2027 Offering and shall mature on June 30, 2027 (the “ 2027 Debentures Maturity Date ”).
(3) The 2027 Debentures shall bear interest from the date of issue at the rate of 5.75% per annum (based on a year of 365 days), payable in equal (with the exception of the first interest payment, which will include interest from and including the date of closing of the 2027 Offering as set forth below) semi-annual payments in arrears (less any tax required by law to be deducted) on June 30 and December 31 in each year, the first such payment to fall due on June 30, 2022 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the 2027 Debentures Maturity Date) to fall due on June 30, 2027, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semiannually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the 2027 Offering to, but excluding, June 30, 2022, which will be equal to $43.71575342 for each $1,000 principal amount of 2027 Debentures. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record date for the payment of interest on the 2027 Debentures will be that date which is five Business Days prior to each Interest Payment Date.
(4) The 2027 Debentures will be redeemable in accordance with the terms of Article 4 of the Original Indenture, provided that the 2027 Debentures will not be redeemable before March 31, 2024, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as provided herein. On and after March 31, 2024 and at any time prior to March 31, 2025, the 2027 Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 of the Original Indenture at a Redemption Price equal to 104.3125% of the principal amount of the 2027 Debentures being redeemed (the “ First Redemption Amount ”) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. On and after March 31, 2025 and at any time prior to March 31, 2026, the 2027 Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 of the Original Indenture at a Redemption Price equal to 102.875% of the principal amount of the 2027 Debentures being redeemed (the “ Second Redemption Amount ”) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. On and after March 31, 2026 and at any time prior to the 2027 Debentures Maturity Date, the 2027 Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 of the Original Indenture at a Redemption Price equal to their principal amount (the “ Third Redemption Amount ”) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. The Redemption Notice for the 2027 Debentures shall be substantially in the form of Schedule B.
(5) The 2027 Debentures will be subordinated to all existing and future senior Secured Indebtedness and other Secured Indebtedness of the Corporation, in each case only to the extent of the value of the assets securing such Secured Indebtedness. In accordance with Section 2.12 of the Original Indenture, the 2027 Debentures will rank pari passu and

equally in right of payment with each other series of Debentures issued under the Original Indenture or under indentures supplemental to the Original Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured and unsubordinated Indebtedness of the Corporation. The 2027 Debentures will rank senior to any other existing and future unsecured and subordinated Indebtedness of the Corporation.

(6) On redemption or maturity of the 2027 Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and Section 4.10 of the Original Indenture, as applicable, and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the 2027 Debentures due on redemption or maturity by issuing and delivering to such holders of 2027 Debentures Freely Tradeable Voting Shares pursuant to the provisions of Section 4.6 and Section 4.10 of the Original Indenture, as applicable. Holders who are Canadian will receive Class B Voting Shares and holders who are not Canadian will receive Class A Variable Voting Shares. If the Corporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “ Maturity Notice ”), as applicable, to the holders of the 2027 Debentures in substantially the form of Schedule C and provide the necessary details.
(7) The 2027 Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each 2027 Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by the Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of the Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such 2027 Debenture in accordance with Section 2.7 of the Original Indenture, as conclusively evidenced by their execution of a 2027 Debenture. Each 2027 Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, a 2027 Debenture may be in such other form or forms as may, from time to time, be approved by a resolution of the Board of Directors, or as specified in an Officer’s Certificate. The 2027 Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another.

The 2027 Debentures shall be issued as one or more Global Debentures and the Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository). No beneficial holder will receive definitive certificates representing their interest in 2027 Debentures except as provided in this Section 3.1(7) and Section 3.2 of the Original Indenture. A Global Debenture may be exchanged for 2027 Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 3.2 of the Original Indenture.

(8) Upon and subject to the provisions of Article 9 of the Original Indenture, the Corporation may, from time to time, subject to receipt of regulatory and stock exchange approvals and

compliance with Applicable Securities Legislation, elect to satisfy any Interest Obligation on the 2027 Debentures on any Interest Payment Date (including, for greater certainty, upon maturity or at redemption) by delivering: (i) cash, (ii) Voting Shares; or (iii) a combination of (i) and (ii), to the Trustee pursuant to the Voting Share Interest Payment Election.

(9) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 3.1(9), the Corporation shall be obligated to offer to purchase all of the 2027 Debentures then outstanding. The terms and conditions of such obligation are set forth below:
(a) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the 2027 Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “ Change of Control Notice ”) together with an offer in writing (the “ Change of Control Purchase Offer ”) to purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the 2027 Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per 2027 Debenture equal to 101% of the principal amount thereof (the “ Offer Price ”) plus accrued and unpaid interest on such 2027 Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “ Total Offer Price ”). If such Change of Control Purchase Date is after a record date for the payment of interest on the 2027 Debentures but on or prior to an Interest Payment Date, then the interest payable on such date will be paid to the holder of record of the 2027 Debentures on the relevant record date.
(b) The Change of Control Purchase Offer shall include:
- (i) the Offer Price for the 2027 Debentures;
- (ii) the date (the “ Expiry Date ”) and time (the “ Expiry Time ”) on which the Change of Control Purchase Offer shall expire, which date and time shall not, unless otherwise required by Applicable Securities Legislation, be earlier than the close of business on the 30[th] day and not later than the close of business on the 60[th] day following the date on which the Change of Control Purchase Offer is delivered or mailed by the Corporation to the Trustee;
- (iii) that the Change of Control Purchase Offer may be accepted by the Debentureholders by tendering the 2027 Debentures so held by them to the Trustee at the corporate trust office or such other address specified in the notice prior to the Expiry Date and Expiry Time together with the acceptance notice in form and substance acceptable to the Trustee (the “ Acceptance Notice ”);

(iv) that Debentureholders may accept the Change of Control Purchase Offer in respect of all or a portion (in a minimum amount of $1,000 principal amount and multiples thereof) of their 2027 Debentures; and
(v) a date (the “ Change of Control Purchase Date ”) no later than the fifth Business Day following the Expiry Date on which the Corporation shall:
(A) take up and pay for all the 2027 Debentures duly tendered in acceptance of the Change of Control Purchase Offer; and
(B) that Debentureholders will be entitled to withdraw their acceptance election if the Trustee receives, not later than the Expiry Time, a facsimile transmission or letter setting forth the name of such Debentureholder, the principal amount of 2027 Debentures delivered for purchase and a statement that such Debentureholder is withdrawing his election to have such 2027 Debentures purchased.

If any of the 2027 Debentures are in the form of Global Debentures, then the Corporation shall modify such notice to the extent necessary to accord with the applicable procedures of the book-entry only registration system.

(c) 2027 Debentures for which holders have accepted the Change of Control Purchase Offer shall become due and payable at the Total Offer Price on the Change of Control Purchase Date, in the same manner and with the same effect as if it were the date of maturity specified in such 2027 Debentures, anything therein or herein to the contrary notwithstanding. The Corporation shall deposit with the Trustee one Business Day prior to the Change of Control Purchase Date, an amount of money sufficient to pay the aggregate Total Offer Price in respect of all 2027 Debentures duly tendered to the Change of Control Purchase Offer (less any tax required by law to be deducted in respect of accrued and unpaid interest). On the Change of Control Purchase Date, the Corporation shall (A) accept for payment 2027 Debentures or portions thereof duly tendered pursuant to the Change of Control Purchase Offer, and (B) deliver, or cause to be delivered, to the Trustee an Officers’ Certificate specifying the 2027 Debentures or portions thereof accepted for payment by the Corporation. The Trustee will pay the Total Offer Price to the holders of the 2027 Debentures in the respective amounts to which they are entitled in accordance with the Change of Control Purchase Offer as aforesaid.
(d) If 90% or more of the aggregate principal amount of 2027 Debentures outstanding on the date the Corporation provides the Change of Control Notice and the Change of Control Purchase Offer to holders of the 2027 Debentures have been tendered for purchase pursuant to an Acceptance Notice on or prior the Expiry Date and Expiry Time, the Corporation has the right upon written notice provided to the Trustee within 10 days following the Expiry Date (the “ 90% Redemption Right Notice ”), to redeem all the 2027 Debentures remaining outstanding as at the Expiry Date at the Total Offer Price as at the Change of Control Purchase Date (the “ 90% Redemption Right ”).

(e) Upon receipt of the 90% Redemption Right Notice, the Trustee shall promptly provide written notice to each Debentureholder that did not previously accept the Change of Control Purchase Offer that:
(i) the Corporation has exercised the 90% Redemption Right and is purchasing all outstanding 2027 Debentures effective on the Expiry Date at the Total Offer Price, and shall include a calculation of the amount payable to such holder as payment of the Total Offer Price as at the Change of Control Purchase Date;
(ii) each such holder must transfer their 2027 Debentures to the Trustee on the same terms as those holders that accepted the Change of Control Purchase Offer and must send their respective 2027 Debentures, duly endorsed for transfer, to the Trustee within 10 days after the sending of such notice; and
(iii) the rights of such holder under the terms of the 2027 Debentures and the Indenture shall cease to be effective as of the Expiry Date provided the Corporation has, on or before the date on which the Corporation delivers the 90% Redemption Right Notice to the Trustee, paid the Total Offer Price to, or to the order of, the Trustee and thereafter the 2027 Debentures shall not be considered to be outstanding and the holder shall not have any right except to receive such holder’s Total Offer Price upon surrender and delivery of such holder’s 2027 Debentures in accordance with the Indenture.
(f) The Corporation shall, on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the date the Corporation delivers the 90% Redemption Right Notice, deposit with the Trustee or any paying agent to the order of the Trustee, such sums of money as may be sufficient to pay the Total Offer Price of the 2027 Debentures to be purchased or redeemed by the Corporation pursuant to the 90% Redemption Right (less any tax required by law to be deducted in respect of accrued and unpaid interest), provided the Corporation may elect to satisfy this requirement by providing the Trustee with a certified cheque or wire transfer for such amounts required under this Section 3.1(9)(f) post-dated to Expiry Date. The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with such purchase. Every such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid to the holders of such 2027 Debentures, the Total Offer Price to which they are entitled (less any tax required by law to be deducted in respect of accrued and unpaid interest) on the Corporation’s purchase or redemption upon surrender and delivery of such holders’ 2027 Debentures (the “ 90% Redemption Right Purchase Date ”).
(g) In the event that one or more of such 2027 Debentures being purchased in accordance with this Section 3.1(9) becomes subject to purchase in part only, upon surrender of such 2027 Debentures for payment of the Total Offer Price, the Corporation shall execute and the Trustee shall certify and deliver without charge

to the holder thereof or upon the holder’s order, one or more new 2027 Debentures for the portion of the principal amount of the 2027 Debentures not purchased.

(h) From and after the Change of Control Purchase Date or the 90% Redemption Right Purchase Date, as applicable, if the money necessary to purchase or redeem the 2027 Debentures shall have been deposited as provided in this Section 3.1(9) and affidavits or other proofs satisfactory to the Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the 2027 Debentures shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest.
(i) In case the holder of any 2027 Debenture to be purchased or redeemed in accordance with this Section 3.1(9) shall fail on or before the Change of Control Purchase Date or the 90% Redemption Right Purchase Date to so surrender such holder’s 2027 Debenture or shall not within such time accept payment of the monies payable or give such receipt therefor, if any, as the Trustee may require, such monies may be set aside in trust without interest, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum so set aside and the Debentureholder shall have no other right except to receive payment of the monies so paid and deposited upon surrender and delivery of such holder’s 2027 Debenture. In the event that any money required to be deposited hereunder with the Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on 2027 Debentures issued hereunder shall remain so deposited for a period of six years from the Change of Control Purchase Date or the 90% Redemption Right Purchase Date, as applicable, then such monies, together with any accumulated interest thereon, shall at the end of such period be paid over or delivered over by the Trustee or such depository or paying agent to the Corporation and the Trustee shall not be responsible to Debentureholders for any amounts owing to them. Notwithstanding the foregoing, the Trustee will pay any remaining funds deposited hereunder on that date which is six years after the Change of Control Purchase Date or the 90% Redemption Right Purchase Date, as applicable (the “ Unclaimed Funds Return Date ”) to the Corporation upon receipt from the Corporation of an unconditional letter of credit from a Canadian chartered bank in an amount equal to or in excess of the amount of the remaining funds. If the remaining funds are paid to the Corporation prior to the Unclaimed Funds Return Date, the Corporation shall reimburse the Trustee for any amounts required to be paid by the Trustee to a holder of a 2027 Debenture pursuant to the Change of Control Purchase Offer after the date of such payment of the remaining funds to the Corporation but prior to the Unclaimed Funds Return Date.
(j) Subject to the provisions above related to 2027 Debentures purchased in part, all 2027 Debentures redeemed and paid under this Section 3.1(9) shall forthwith be delivered to the Trustee and cancelled and no 2027 Debentures shall be issued in substitution therefor.

(k) In addition, upon the occurrence of a Change of Control prior to March 31, 2024, the Corporation may, at its option and for cash only, redeem all the 2027 Debentures (the “ Redeemed Change of Control Debentures ”) at a price per 2027 Debenture equal to 104.3125% of the principal amount thereof plus an aggregate amount equal to the interest that (i) has accrued and is unpaid as at the Redemption Date and (ii) would have accrued and been payable up to, but excluding, March 31, 2024 had such 2027 Debentures not been redeemed pursuant to this Section 3.1(9)(k). The provisions of Section 4.3, Section 4.4, Section 4.5, Section 4.7 and Section 4.8 of the Original Indenture shall apply mutatis mutandis (with the necessary adaptations) with respect to the redemption, surrender and cancellation of the Redeemed Change of Control Debentures.

Section 3.2 Events of Default

(1) In addition to the Events of Default contained in Section 7.1 of the Original Indenture, the following shall constitute an additional Event of Default with respect to the 2027 Debentures:
(a) failure to (a) make a Change of Control Purchase Offer within 30 days of the completion of a Change of Control; and (b) take up and pay for, within the time period prescribed by Section 3.1(9), any 2027 Debentures then outstanding and tendered by the holders thereof in acceptance of the Change of Control Purchase Offer.
(2) For greater certainty, for the purposes of Section 7.1 of the Original Indenture, an Event of Default shall occur with respect to a series of Debentures if such Event of Default relates to a default on the Debentures of such series in which case references to Debentures in Section 7.1 of the Original Indenture shall refer to Debentures of that particular series.

==> picture [65 x 10] intentionally omitted <==

COVENANTS OF THE CORPORATION

Section 4.1 Covenants of the Corporation

So long as any amount outstanding under the 2027 Debentures remains unpaid, all of the covenants contained in Article 6 of the Original Indenture will apply.

==> picture [65 x 10] intentionally omitted <==

ACCEPTANCE OF TRUST BY TRUSTEE

Section 5.1 Acceptance of Trust

The Trustee hereby accepts the trusts in this First Supplemental Indenture declared and provided for and agrees to perform the same upon the terms and conditions set forth in the Indenture and to hold all rights, privileges and benefits conferred by the Indenture and by law in trust for the various persons who shall from time to time be holders of 2027 Debentures, subject to all the terms and conditions set forth in the Indenture.

==> picture [65 x 10] intentionally omitted <==

EXECUTION AND FORMAL DATE

Section 6.1 Confirmation of Indenture

The Original Indenture as supplemented by this First Supplemental Indenture is in all respects ratified and confirmed.

Section 6.2 Execution

This First Supplemental Indenture may be simultaneously executed and delivered by facsimile transmission or electronic mail delivery and in counterparts, each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same instrument, and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.

Section 6.3 Applicable Law and Attornment

This First Supplemental Indenture and the 2027 Debentures shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts, and with respect to any suit, action or proceedings relating to this First Supplemental Indenture or any 2027 Debenture, the Corporation, the Trustee and each holder irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.

Section 6.4 Formal Date

For the purpose of convenience this First Supplemental Indenture may be referred to as bearing the formal date of September 27, 2021 irrespective of the actual date of execution hereof.

[ Signature page follows. ]

IN WITNESS WHEREOF the parties hereto have executed this First Supplemental Indenture.

CHORUS AVIATION INC.

By: “Joseph D. Randell”

Name: Joseph D. Randell Title: Chief Executive Officer

Signature Page to First Supplemental Indenture

COMPUTERSHARE TRUST COMPANY OF CANADA

By: “Lisa M. Kudo”

Name: Lisa M. Kudo Title: Corporate Trust Officer

By: “Mohanie Shivprasad”

Name: Mohanie Shivprasad Title: Associate Trust Officer

Signature Page to First Supplemental Indenture

SCHEDULE A FORM OF 2027 DEBENTURE

This 2027 Debenture is a Global Debenture within the meaning of the Indenture herein referred to and is registered in the name of a Depository or a nominee thereof. This 2027 Debenture may not be transferred to or exchanged for Debentures registered in the name of any person other than the Depository or a nominee thereof and no such transfer may be registered except in the limited circumstances described in the Indenture. Every Debenture authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, this 2027 Debenture shall be a Global Debenture subject to the foregoing, except in such limited circumstances described in the Indenture.

Unless this certificate is presented by an authorized representative of CDS Clearing and Depository Services Inc. (“CDS”) to Chorus Aviation Inc. (the “Issuer”) or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & Co., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & Co. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & Co., has a property interest in the securities represented by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate.

[INSERT U.S. LEGEND, IF APPLICABLE]

CUSIP 17040TAG7 ISIN CA17040TAG72 [U.S. RULE 144A  ] [U.S. RULE 144A 

No.



CHORUS AVIATION INC.

(A corporation incorporated under the laws of Canada)

5.75 % SENIOR UNSECURED DEBENTURES

DUE JUNE 30, 2027

Chorus Aviation Inc. (the “ Corporation ” or the “ Issuer ”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Indenture dated as of December 6, 2019 between the Corporation and Computershare Trust Company of Canada (the “ Trustee ”), as supplemented by a First Supplemental Indenture (the “ First Supplemental Indenture ”) dated as of September 27, 2021 (as so supplemented by the First Supplemental Indenture, collectively, the “ Indenture ”) promises to pay to the registered holder hereof on June 30, 2027 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “ Maturity Date ”) the principal sum of  Dollars ($  ) in lawful money of Canada on presentation and surrender of this 2027 Debenture at the main branch of the

A-1

Trustee in Toronto, Ontario in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from the date hereof, or from the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, at the rate of 5.75% per annum (based on a year of 365 days), in like money, in arrears in equal (with the exception of the first interest payment which will include interest from September 27, 2021 as set forth below) semi-annual payments in arrears (less any tax required by law to be deducted) on June 30 and December 31 in each year commencing on June 30, 2022 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same dates. For certainty, the first interest payment will include interest accrued from September 27, 2021 to, but excluding June 30, 2022, which will be equal to $43.71575342 for each $1,000 principal amount of 2027 Debentures.

Unless an Event of Default has occurred and is continuing, the Corporation may, from time to time, subject to receipt of regulatory and stock exchange approvals and compliance with Applicable Securities Legislation, elect to satisfy its obligation to pay interest on the 2027 Debentures, on the date it is payable under the Indenture by delivering Voting Shares to the Trustee pursuant to the Voting Share Interest Payment Election, for sale, to satisfy the interest obligations in accordance with the Indenture, in which event, holders of the 2027 Debentures will be entitled to receive a cash payment equal to the interest payable from the proceeds of the sale of such Voting Shares or a combination of the above and cash.

This 2027 Debenture is one of the 5.75% Senior Unsecured Debentures due June 30, 2027 (referred to herein as the “ 2027 Debentures ”) of the Corporation issued under the provisions of the Indenture. The aggregate principal amount of 2027 Debentures which may be issued under this Indenture is unlimited, with $  aggregate principal amount of 2027 Debentures issued on the date hereof in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the 2027 Debentures are or are to be issued and held and the rights and remedies of the holders of the 2027 Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this 2027 Debenture by acceptance hereof assents.

The 2027 Debentures are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, 2027 Debentures of any denomination may be exchanged for an equal aggregate principal amount of 2027 Debentures in any other authorized denomination or denominations.

This 2027 Debenture may be redeemed at the option of the Corporation on the terms and conditions set out in the Indenture at the Redemption Price therein and herein set out provided that this 2027 Debenture is not redeemable before March 31, 2024, except in the event of the satisfaction of certain conditions after a Change of Control has occurred. On and after March 31, 2024 and at any time prior to March 31, 2025, the 2027 Debentures may be redeemed at the option of the Corporation, in whole or in part from time to time, at a price equal to 104.3125% of the principal amount of the 2027 Debentures being redeemed plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. On and after March 31, 2025 and at any time prior to March 31, 2026, the 2027 Debentures may be redeemed at the option of the Corporation, in whole

or in part from time to time, at a price equal to 102.875% of the principal amount of the 2027 Debentures being redeemed plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. On or after March 31, 2026 and at any time prior to the Maturity Date, the 2027 Debentures may be redeemed in whole or in part from time to time at the option of the Corporation at a price equal to their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. The Corporation may, on notice as provided in the Indenture, at its option and subject to any applicable regulatory approval, elect to satisfy its obligation to pay all or any portion of the applicable Redemption Price by the issue of that number of Voting Shares obtained by dividing the applicable Redemption Price by 95% of the Current Market Price (which will be calculated based on the 20 consecutive trading days ending on the fifth trading day preceding the Redemption Date). Holders who are Canadian will receive Class B Voting Shares and holders who are not Canadian will receive Class A Variable Voting Shares.

Upon the occurrence of a Change of Control of the Corporation, the Corporation is required to make an offer to purchase all of the 2027 Debentures at a price equal to 101% of the principal amount of such 2027 Debentures plus accrued and unpaid interest (if any) up to, but excluding, the date the 2027 Debentures are so repurchased (the “ Change of Control Purchase Offer ”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee and the Change of Control Purchase Offer to holders of the 2027 Debentures have been tendered for purchase pursuant to the Change of Control Purchase Offer, the Corporation has the right to redeem all the remaining outstanding 2027 Debentures on the same date and at the same price.

If an offer is made for the 2027 Debentures which is a take-over bid for the 2027 Debentures within the meaning of applicable Canadian securities laws and 90% or more of the principal amount of all the 2027 Debentures (other than 2027 Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the 2027 Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the 2027 Debentures.

Further, upon the occurrence of a Change of Control prior to March 31, 2024, the Corporation may redeem the 2027 Debentures, at its option and for cash only, at a redemption price equal to 104.3125% of the principal amount of the 2027 Debentures, plus an aggregate amount equal to the interest that (i) has accrued and is unpaid to such date of redemption and (ii) would have accrued and been payable up to, but excluding, March 31, 2024 had such 2027 Debentures not been redeemed.

The Corporation may, on notice as provided in the Indenture, at its option and subject to any applicable regulatory approval, elect to satisfy the obligation to repay all or any portion of the principal amount of this 2027 Debenture due on the Maturity Date by the issue of that number of Freely Tradeable Voting Shares obtained by dividing the principal amount of this 2027 Debenture (or that portion to be paid for in Voting Shares pursuant to the exercise by the Corporation of the Voting Share Repayment Right) by 95% of the Current Market Price (which will be calculated based on the 20 consecutive trading days ending on the fifth trading day preceding the Maturity Date). Holders who are Canadian will receive Class B Voting Shares and holders who are not Canadian will receive Class A Variable Voting Shares.

The indebtedness evidenced by this 2027 Debenture, and by all other 2027 Debentures now or hereafter certified and delivered under the Indenture, is a direct senior unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the First Supplemental Indenture or thereafter created, incurred, assumed or guaranteed.

The Indenture contains provisions making binding upon all holders of Debentures outstanding thereunder (or in certain circumstances specific series of Debentures) resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Debentures outstanding (or specific series), which resolutions or instruments may have the effect of amending the terms of this 2027 Debenture or the Indenture.

The Indenture contains provisions disclaiming any personal liability on the part of holders of Voting Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this 2027 Debenture.

This 2027 Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Toronto and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this 2027 Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this 2027 Debenture for cancellation. Thereupon a new 2027 Debenture or 2027 Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof.

This 2027 Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture.

Capitalized words or expressions used in this 2027 Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this 2027 Debenture and the Indenture, the terms of the Indenture shall govern.

This 2027 Debenture shall be governed by, and construed in accordance with, the laws of the province of Ontario and the federal laws of Canada applicable therein.

IN WITNESS WHEREOF CHORUS AVIATION INC. has caused this 2027 Debenture to be signed by its authorized representatives as of September  , 2021.

CHORUS AVIATION INC.

By:

Name: Title:

TRUSTEE’S CERTIFICATE

This 2027 Debenture is one of the 5.75% Senior Unsecured Debentures due June 30, 2027 referred to in the Indenture within mentioned.

Dated: September  , 2021

COMPUTERSHARE TRUST COMPANY OF CANADA

By:

Name: Title:

REGISTRATION PANEL

(No writing hereon except by Trustee or other registrar)

Date of Registration In Whose Name Registered Signature of Trustee or Registrar

A-5

FORM OF ASSIGNMENT

FOR VALUE RECEIVED , the undersigned hereby sells, assigns and transfers unto ____, whose address and social insurance number, if applicable, are set forth below, this 2027 Debenture (or $_____principal amount hereof) of CHORUS AVIATION INC* . standing in the name(s) of the undersigned in the register maintained by the Corporation with respect to such 2027 Debenture and does hereby irrevocably authorize and direct the Trustee to transfer such 2027 Debenture in such register, with full power of substitution in the premises.

Dated:

Address of Transferee:

Street Address, City, Province and Postal Code Social Insurance Number of Transferee if Applicable:

*If less than the full principal amount of the within 2027 Debenture is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple thereof, unless you hold an 2027 Debenture in a non-integral multiple of $1,000 by reason of your having exercised your right to exchange upon the making of a Change of Control Purchase Offer, in which case such 2027 Debenture is transferable only in its entirety) to be transferred.

☐ Check if the undersigned Transferor is a Qualified Institutional Buyer that acquired 2027 Debentures under the 2027 Offering as “restricted securities” which, pursuant to Section 2.14(3) of the Original Indenture, have been included in the Unrestricted Global Debenture against execution and delivery by the Transferor of a U.S. Purchaser Letter substantially as set forth in Schedule H to the Original Indenture. IF THIS BOX IS CHECKED, THE TRANSFEROR MUST COMPLETE AND DELIVER A CERTIFICATE OF TRANSFER SUBSTANTIALLY AS SET FORTH IN SCHEDULE D TO THE ORIGINAL INDENTURE.

The signature(s) to this assignment must correspond with the name(s) as written upon the face of this 2027 Debenture in every particular without alteration or any change whatsoever. The signature(s) must be guaranteed by a Canadian chartered bank or trust company or by a member of an acceptable Medallion Guarantee Program. Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.
The registered holder of this 2027 Debenture is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of this 2027 Debenture.

A-6

Signature of Guarantor:

Authorized Officer Name of Institution

Signature of transferring registered holder

A-7

EXHIBIT “1” TO CDS GLOBAL DEBENTURE

CHORUS AVIATION INC.

5.75% SENIOR UNSECURED DEBENTURES

DUE JUNE 30, 2027

Initial Principal Amount: 

CUSIP 17040TAG7 ISIN CA17040TAG72

Authorization: _____

Date: ______

ADJUSTMENTS

Date	Amount of Increase	Amount of Decrease	New Principal Amount	Authorization

A-8

SCHEDULE B FORM OF REDEMPTION NOTICE

CHORUS AVIATION INC.

5.75% SENIOR UNSECURED DEBENTURES DUE JUNE 30, 2027

REDEMPTION NOTICE

To: Holders of 5.75% Senior Unsecured Debentures due June 30, 2027 (the “ Debentures ”) of Chorus Aviation Inc. (the “ Corporation ”)
Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

Notice is hereby given pursuant to Section 4.3 of the Indenture dated as of December 6, 2019 between the Corporation and Computershare Trust Company of Canada (the “ Trustee ”), as supplemented by a First Supplemental Indenture (the “ First Supplemental Indenture ”) dated as of September 27, 2021 (as so supplemented by the First Supplemental Indenture, collectively, the “ Indenture ”) that the aggregate principal amount of $  of the $  of Debentures outstanding will be redeemed as of  (the “ Redemption Date ”), upon payment of a redemption amount of $  for each $1,000 principal amount of Debentures, calculated based on the aggregate of (i) $  principal amount of the Debentures to be redeemed (the “ Redemption Price ”), plus (ii) all accrued and unpaid interest hereon to but excluding the Redemption Date in the amount of $  for each $1,000 principal amount of Debentures, being equal to the aggregate of $  .

The Redemption Price and all accrued and unpaid interest hereon to but excluding the Redemption Date will be payable upon presentation and surrender of the Debentures called for redemption at the following corporate trust office: Computershare Trust Company of Canada 100 University Avenue, 11[th] Floor Toronto, Ontario M5J 2Y1

The interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Redemption Date, unless payment of the Redemption Price shall not be made on presentation for surrender of such Debentures at the above-mentioned corporate trust office on or after the Redemption Date or prior to the setting aside of the Redemption Price pursuant to the Indenture.

[Pursuant to Section 4.6 of the Original Indenture, the Corporation hereby irrevocably elects to satisfy its obligation to pay the Redemption Price payable to holders of Debentures in accordance with this notice by issuing and delivering to the holders that number of Freely Tradeable Voting Shares obtained by dividing the Redemption Price by 95% of the Current Market Price of the Voting Shares. Holders who are Canadian will receive Class B Voting Shares and holders who are not Canadian will receive Class A Variable Voting Shares.]

B-1

[No fractional Freely Tradeable Voting Shares shall be delivered upon the exercise by the Corporation of the above-mentioned redemption right but, in lieu thereof, the Corporation shall pay the cash equivalent thereof determined on the basis of the Current Market Price on the Redemption Date (less any tax required to be deducted, if any).]

Upon presentation and surrender of the Debentures for payment on the Redemption Date, the Corporation shall, on the Redemption Date, make the delivery to the Trustee, at the abovementioned corporate trust office, for delivery to and on account of the holders, of [the Freely Tradeable Voting Shares to which holders are entitled together with the cash equivalent in lieu of fractional Voting Shares,] cash for [the Redemption Price and] all accrued and unpaid interest up to, but excluding, the Redemption Date[, and, if only a portion of the Debentures are to be redeemed by issuing Freely Tradeable Voting Shares, cash representing the balance of the Redemption Price].

[If the holder is a Qualified Institutional Buyer that acquired Debentures as “restricted securities” (as defined in Rule 144 under the United Securities Act of 1933, as amended) which, pursuant to Section 2.14(3) of the Original Indenture, have been included in the Unrestricted Global Debenture against execution and delivery by the holder of a U.S. Purchaser Letter substantially as set forth in Schedule H to the Original Indenture, the Freely Tradeable Voting Shares shall be “restricted securities” notwithstanding that they will neither be issued under a restricted CUSIP nor bear a U.S. Legend.]

DATED:

CHORUS AVIATION INC.

By:

Name:  Title: 

B-2

SCHEDULE C FORM OF MATURITY NOTICE

CHORUS AVIATION INC.

5.75% SENIOR UNSECURED DEBENTURES DUE JUNE 30, 2027

MATURITY NOTICE

To: Holders of 5.75% Senior Unsecured Debentures due June 30, 2027 (the “ Debentures ”) of Chorus Aviation Inc. (the “ Corporation ”)
Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

Notice is hereby given pursuant to Section 4.10(2) of the Indenture dated as of December 6, 2019 between the Corporation and Computershare Trust Company of Canada, as trustee (the “ Trustee ”), as supplemented by a First Supplemental Indenture (the “ First Supplemental Indenture ”) dated as of September 27, 2021 (as so supplemented by the First Supplemental Indenture, collectively, the “ Indenture ”) that the Debentures are due and payable as of June 30, 2027 (the “ Maturity Date ”) and the Corporation elects to satisfy its obligation to repay to holders of Debentures the principal amount of all of the Debentures outstanding on the Maturity Date by issuing and delivering to the holders that number of Freely Tradeable Voting Shares equal to the number obtained by dividing such principal amount of the Debentures by 95% of the Current Market Price on the Maturity Date. Holders who are Canadian will receive Class B Voting Shares and holders who are not Canadian will receive Class A Variable Voting Shares. Any accrued and unpaid interest thereon up to (but excluding) the Maturity Date shall be paid in cash.

No fractional Voting Shares shall be delivered on exercise by the Corporation of the above mentioned repayment right but, in lieu thereof, the Corporation shall pay the cash equivalent thereof determined on the basis of the Current Market Price on the Maturity Date (less any tax required to be deducted, if any).

Upon presentation and surrender of the Debentures for payment on the Maturity Date, the Corporation shall, on the Maturity Date, make delivery to the Trustee, at its principal trust office in Toronto, Ontario, for delivery to and on account of the holders, of the Freely Tradeable Voting Shares to which holders are entitled together with the cash equivalent in lieu of fractional Freely Tradeable Voting Shares, and if only a portion of the Debentures are to be repaid by issuing Freely Tradeable Voting Shares, cash representing the balance of the principal amount, premium (if any) and interest due on the Maturity Date.

If the holder is a Qualified Institutional Buyer that acquired Debentures as “ restricted securities ” (as defined in Rule 144 under the United Securities Act of 1933, as amended) which, pursuant to Section 2.14(3) of the Original Indenture, have been included in the Unrestricted Global Debenture against execution and delivery by the holder of a U.S. Purchaser Letter substantially as set forth in Schedule H to the Original Indenture, the Freely Tradeable Voting Shares shall be “ restricted securities ” notwithstanding that they will neither be issued under a restricted CUSIP nor bear a U.S. Legend.

C-1

DATED:

CHORUS AVIATION INC.

By: Name:  Title: 

C-2

AI assistant

Chorus Aviation Inc. — Capital/Financing Update 2021

46728_rns_2021-09-27_27326874-abad-43fc-8a18-7d54a1552062.PDF

CHORUS AVIATION INC.

COMPUTERSHARE TRUST COMPANY OF CANADA

FIRST SUPPLEMENTAL INDENTURE

TABLE OF CONTENTS

FIRST SUPPLEMENTAL INDENTURE

CHORUS AVIATION INC.

COMPUTERSHARE TRUST COMPANY OF CANADA

WITNESSETH THAT

INTERPRETATION AND RELATED MATTERS

Section 1.1 Interpretation of First Supplemental Indenture

Section 1.2 Defined Terms

Section 1.3 Headings, etc.

Section 1.4 Definitions

Section 1.5 Schedules

INDENTURE SUPPLEMENTAL TO ORIGINAL TRUST INDENTURE

Section 2.1 Incorporation with Original Indenture

ISSUANCE OF 2027 DEBENTURES

Section 3.1 Form and Terms of 2027 Debentures

Section 3.2 Events of Default

COVENANTS OF THE CORPORATION

Section 4.1 Covenants of the Corporation

ACCEPTANCE OF TRUST BY TRUSTEE

Section 5.1 Acceptance of Trust

EXECUTION AND FORMAL DATE

Section 6.1 Confirmation of Indenture

Section 6.2 Execution

Section 6.3 Applicable Law and Attornment

Section 6.4 Formal Date

[ Signature page follows. ]

CHORUS AVIATION INC.

By: “Joseph D. Randell”

COMPUTERSHARE TRUST COMPANY OF CANADA

By: “Mohanie Shivprasad”

SCHEDULE A FORM OF 2027 DEBENTURE

[INSERT U.S. LEGEND, IF APPLICABLE]

CHORUS AVIATION INC.

(A corporation incorporated under the laws of Canada)

5.75 % SENIOR UNSECURED DEBENTURES

DUE JUNE 30, 2027

CHORUS AVIATION INC.

TRUSTEE’S CERTIFICATE

COMPUTERSHARE TRUST COMPANY OF CANADA

REGISTRATION PANEL

FORM OF ASSIGNMENT

EXHIBIT “1” TO CDS GLOBAL DEBENTURE

CHORUS AVIATION INC.

5.75% SENIOR UNSECURED DEBENTURES

ADJUSTMENTS

SCHEDULE B FORM OF REDEMPTION NOTICE

CHORUS AVIATION INC.

5.75% SENIOR UNSECURED DEBENTURES DUE JUNE 30, 2027

REDEMPTION NOTICE

CHORUS AVIATION INC.

SCHEDULE C FORM OF MATURITY NOTICE

CHORUS AVIATION INC.

5.75% SENIOR UNSECURED DEBENTURES DUE JUNE 30, 2027

MATURITY NOTICE

DATED:

CHORUS AVIATION INC.

More from Chorus Aviation Inc.

Chorus Aviation Inc. Capital/Financing Update 2021