ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

Effective December 31, 2008, the Port Authority of New York and New Jersey (the "Port Authority") terminated a certain Flight Fees Agreement (the "Flight Fees Agreement") with U.S. Helicopter Corporation ("we", "us" or the "Company") in connection with our operations at Newark Liberty International Airport ("Newark Airport"). The Flight Fees Agreement governed the payment of landing and other fees in connection with our flight operations at Newark Airport. The Port Authority terminated the Flight Fees Agreement due to non-payment of certain fees required under such agreement. We have since finalized a new itinerant arrangement with the Port Authority that went into effect on January 1, 2009 that will enable our continued operations at Newark Airport on a month-to-month basis. We have also restructured our payment obligations with the Port Authority through accessing an existing letter of credit. Our flight operations have not been interrupted as a result of the termination of the Flight Fees Agreement as of the date of this Report. We are not subject to any early termination penalties as a result of the termination of the Flight Fees Agreement.

As of the date of this Report, we are also a party to a Flight Fees Agreement with the Port Authority related to our operations at the John F. Kennedy International Airport, the terms of which we also intend to discuss with the Port Authority.