EXHIBIT 10.71
AMENDMENT NO. 2
TO AMENDED & RESTATED SECURITY AGREEMENT
This AMENDMENT NO. 2 TO AMENDED & RESTATED SECURITY AGREEMENT (this
"AMENDMENT"), is made effective as of August 24, 2007 (the "EFFECTIVE DATE"), by
and between U.S. HELICOPTER CORPORATION, a Delaware corporation with its
principal place of business located at ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Heliport, New York, New York 10004 (the "COMPANY") and YA GLOBAL
INVESTMENTS, L.P. (the "SECURED PARTY") with reference to the following
recitals:
A. Secured Party and the Company entered into that certain Amended & Restated
Security Agreement, dated March 30, 2007, as amended by that certain Amendment
No. 1 to Amended & Restated Security Agreement as of May 14, 2007 (as amended,
the "MASTER AGREEMENT").
B. Contemporaneously with the execution of this Amendment, the Secured Party and
the Company are entering into a Securities Purchase Agreement (the "SPA")
pursuant to which the Company shall issue and sell to the Secured Party
additional secured convertible debentures (the "ADDITIONAL CONVERTIBLE
DEBENTURES") which shall be convertible into shares (the "ADDITIONAL CONVERSION
SHARES") of the Company's Common Stock.
C. To induce the Investor to execute and deliver the SPA and purchase the
Additional Convertible Debentures, the Company has agreed to amend the Master
Agreement to provide certain amendments to the Master Agreement to specifically
include the Additional Convertible Debentures as part of the "Obligations" as
defined in the Master Agreement.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, Investor and the Company agree as follows:
1. CONVERTIBLE DEBENTURES. The Definition of the term "Convertible Debentures"
as used in the Master Agreement shall hereinafter include the Additional
Convertible Debentures.
2. TRANSACTION DOCUMENTS. The Definition of the term "Transaction Documents" as
used in the Master Agreement shall hereinafter include the Additional
Convertible Debentures, the SPA, and the Irrevocable Transfer Agent Instructions
entered into on the date hereof.
3. OBLIGATIONS SECURED. The definition of the term "Obligations" as used in the
Master Agreement shall include all the obligations of the Company to the Secured
Party under the Additional Convertible Debentures.
4. FILINGS. The Company shall make, execute, acknowledge and deliver to the
Secured Party such documents and instruments, including, without limitation,
financing statements, certificates, affidavits and forms as may, in the Secured
Party's reasonable judgment, be necessary to effectuate, complete or perfect, or
to continue and preserve, or amend, the security interest of the Secured Party
in the Pledged Property.
5. DEFINITIONS. Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them under the Master Agreement.
6. NON-IMPAIRMENT. Except as expressly modified herein, the Master Agreement
shall continue in full force and effect, and the parties hereby reinstate and
reaffirm the Master Agreement as modified herein.
7. INCONSISTENCIES. In the event of any inconsistency, ambiguity or conflict
between the terms and provisions of this Amendment and the terms and provisions
of the Master Agreement, the terms and provisions of this Amendment shall
control.
8. COUNTERPARTS. This Amendment may be executed in any number of counterparts,
each of which when executed will be deemed an original and all of which, taken
together, well be deemed to be one and the same instrument.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
COMPANY:
U.S. HELICOPTER CORPORATION
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer and President
SECURED PARTY:
YA GLOBAL INVESTMENTS, L.P.
By: Yorkville Advisors, LLC
Its: Investment Manager
By: /S/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Senior Managing Director
