Amendment No. 1 to Warrants Nos. USHP-1 Amended through USHP-6-1 between U.S. Helicopter Corp. and YA Global Investments, L.P.

Summary

U.S. Helicopter Corp. and YA Global Investments, L.P. have agreed to amend six previously issued warrants. Effective March 31, 2008, the exercise price for each warrant is set at $0.30, subject to further adjustments as specified in the original warrant terms. This amendment must be attached to each original warrant and is signed by the company's CEO and President.

EX-10.97 7 ex10-97.txt EXHIBIT 10.97 U.S. HELICOPTER CORP. AMENDMENT NUMBER 1 TO WARRANTS NOS. USHP-1 AMENDED, USHP-2 AMENDED, USHP-3 AMENDED, USHP-4 AMENDED, USHP-5 AMENDED, USHP-6-1 THIS WARRANT AMENDMENT SHOULD BE ATTACHED TO EACH OF THE ORIGINAL WARRANTS This Amendment to Warrant (this "Amendment") dated March 31, 2008 is issued in connection with those certain Warrants Nos. USHP-1 AMENDED, USHP-2 AMENDED, USHP-3 AMENDED, USHP-4 AMENDED, USHP-5 AMENDED, USHP-6-1 (each a "Warrant" and collectively, the "Warrants") issued by U.S. Helicopter Corp., (the "Company") to YA GLOBAL INVESTMENTS, L.P. (F/K/A CORNELL CAPITAL PARTNERS, L.P.) (the "Holder"). All capitalized terms not defined herein shall have the meaning ascribed to them in the Debentures. THIS CERTIFIES THAT, the following amendments are hereby made to the Warrants: 1. The Exercise Price of each of the Warrants shall hereinafter be equal to $0.30, as may be adjusted from time to time pursuant to the terms of each Warrant. IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer. U.S. HELICOPTER CORP. By: /s/ John G. Murphy ------------------------ Name: John G. Murphy Title: CEO and President