EXHIBIT 10.90
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED,
ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION
THEREOF
UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH
ACT, OR UNLESS
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND
SUBSTANCE REASONABLY
SATISFACTORY TO THE COMPANY AND ITS COUNSEL AND FROM ATTORNEYS
REASONABLY
ACCEPTABLE TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION
IS NOT
REQUIRED.
PROMISSORY NOTE
Novebmer 19, 2008
FIVE HUNDRED THOUSAND DOLLARS
15% NOTE
FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware
corporation
(the "Company") hereby promises to pay to the order of 154 WEST
AVIATION
ENTERPRISES INC. (the "Holder"), or its registered assigns, the
principal sum of
FIVE HUNDRED THOUSAND DOLLARS AND 00/100 ($500,000.00), and to pay
interest from
the date hereof on the outstanding principal sum at the rate of 15%
per annum
(the "Interest Rate") based on a 365-day year, such interest to
accrue from the
date hereof (the "Closing Date"), of which 60 days' worth shall be
prepaid on
the Closing Date. The principal and accrued but unpaid interest
shall be paid in
full on the earlier of (a) January 31, 2009 or (b) the date upon
which the
Company receives at least $5.0 million in gross proceeds pursuant
to a sale of
its securities in a private placement exempt from the registration
requirements
of the Securities Act of 1933, as amended (the "Maturity
Date").
This Note is an authorized issue of a 15% Note of the Company
(the
"Note") issued pursuant to a Note Purchase Agreement dated as of
the date hereof
between the Company and the Holder (the "Note Purchase Agreement").
The Holder
of this Note is entitled to the benefits of the Note Purchase
Agreement and to
enforce the agreements of the Company contained therein.
Capitalized terms used
herein and not otherwise defined shall have the meaning ascribed
thereto in the
Note Purchase Agreement. All payments shall be paid in lawful money
of the
United States of America at the principal office of the Holder or
at such other
place as the Holder may designate from time to time in writing to
the Company.
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1. MANDATORY PAYMENTS OF CUSTOMER RECEIPTS. Notwithstanding
the repayment obligations of the Company set forth above and
subject to the
conditions of this Section 1, the Holder shall have the option to
receive each
month, and if the Holder so elects, the Company shall be obligated
to pay, all
proceeds received by the Company from its highest paying customer
for such month
within five business days of the Company's receipt of such payments
(each, a
"Customer Receipts Payment"). Once received by the Holder, Customer
Receipts
Payments shall be first applied to accrued but unpaid interest,
then to
outstanding principal under the Notes until all principal and
interest under the
Notes are repaid in full. The Holder's option hereunder shall be
exercisable (a)
at any time following an Event of Default, as defined in the Notes,
and (b) in
the event that, in the Holder's reasonable judgment, it has reason
to believe
that (i) the financial condition of the Company has experienced a
material
adverse change, or is reasonably likely to experience a material
adverse change
in the immediate future, or (ii) the Company has failed to make
sufficient
progress towards obtaining financing from the potential investors
identified by
the Company as of the date hereof. In the event that the Holder's
option becomes
exercisable by reason of an Event of Default as provided in clause
(a) of the
preceding sentence, the Holder may at any time thereafter provide
the Company
with written notice of its election to receive Customer Receipts
Payments (a
"Notice"), and the Company shall, after receiving a Notice, pay
Customer
Receipts Payments to the Holder each month thereafter (beginning
with the month
in which the Notice was received, if it is received no later than
5:00 p.m. on
the 20th of such month, and otherwise beginning with the next
following month)
until all amounts owed under the Notes have been paid in full. In
the event that
the Holder's option becomes exercisable by reason of the
circumstances set forth
in clauses (b)(i) or (b)(ii) above, the Holder shall provide the
Company with
Notice no later than the 20th day of any given month in order to
receive a
Customer Receipts Payment of the amounts received from the
Company's highest
paying customer during such month; provided, however, no Notice
shall be
required of the Holder in the event it does not elect to receive a
Customer
Receipts Payment of the amounts received from the Company's highest
paying
custo
