gia_ex102.htm


    Exhibit
10.2

     

    THIS
SENIOR SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.  THIS
NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE UNDER SUCH ACT
AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE
BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.


     

    SENIOR
SECURED PROMISSORY NOTE

     

    
    

     

    
      	Delivered in Fort
      Lauderdale, Florida 	 	$________
	February 26,
      2010	 	 


    

     

     

          

     

    THIS SENIOR SECURED PROMISSORY
NOTE (this “Note”) is issued by GULFSTREAM INTERNATIONAL GROUP,
INC., a Delaware corporation having an executive office located at 3201
Griffin Road, 4th
Floor, Fort Lauderdale, Florida 33312 (the “Borrower”).  Unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings given to them in Section 8 of this Note.

     

    1. PROMISE TO PAY.  For
value received, the Borrower promises to pay to the order of
______________________________________________ (the “Lender”) or any subsequent
holder of this Note (together with the “Lender” the “Holder”), in lawful money
of the United States and immediately available funds at any address of the
Lender, the sum of _____________________________ Dollars ($________), or such
lesser amount as may be outstanding from time to time hereunder, plus any
additional principal amount accruing from time to under Section 3(b) of this
Note (collectively, the “Principal Amount”) on December 31, 2010 (the “Maturity
Date”).  As used herein, the term “Holder” shall include the Lender
and any transferee, assignee or successor of the Lender, subject to the
restrictions set forth at the beginning of this Note.

     

    This Note is one of a series of notes
(with this Note, the “Notes”) aggregating One Million Dollars ($1,000,000.00)
that was issued by the Borrower to the Lender and other purchasers of Notes and
warrants of the Borrower pursuant to a purchase agreement, dated as of February
26, 2010 (the “Purchase Agreement”).  Unless otherwise defined herein,
all capitalized terms when used in this Note shall have the same meaning as is
defined in the Purchase Agreement.

     

    2. INTEREST.

     

    (a) Subject
to Section 2(b) of this Note, the Borrower shall pay interest (calculated on the
basis of a 360-day year for the actual number of days of each year) on the
outstanding portion of the Principal Amount (the “Outstanding Principal Amount”)
from and including the date of this Note to but not including the date the
Outstanding Principal Amount is paid in full at a rate each day equal to twelve
percent (12%) per annum.

     

    (b) From and
after the occurrence or existence and during the continuation of any Event of
Default (as defined below), the rate of interest referred to in Section 2(a) of
this Note shall, at the option of the Holder upon written notice to the
Borrower, be increased to eighteen percent (18%) per annum.

     

    
      
        
        

      

      
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    (c) In no
event shall interest payable under this Note be payable at a rate in excess of
the maximum rate permitted by applicable law.  Any amount deemed to be
in excess of such maximum rate of interest under a final judicial interpretation
of applicable law shall be deemed to have been a mistake and automatically
canceled, and, if received by the Holder, shall be refunded to the Borrower, it
being the intention of the Lender and the Borrower that such interest not be
payable at a rate in excess of such maximum rate.

     

    3. PAYMENTS.

     

    (a) Maturity Date:The
Outstanding Principal Amount and all interest and other amounts payable under
this Note and remaining unpaid shall be paid on the Maturity Date.

     

    (b) Interest Payments:
Interest as described in Section 2 of this Note that has accrued on the
Outstanding Principal Amount through the last day of each calendar month shall
be paid in kind and shall be added to the Outstanding Principal Amount on the
first (1st) day
of the succeeding calendar month.

     

    (c) Prepayment. The
Borrower shall have the right to prepay this Note at any time, or from time to
time, in whole or in part without premium or penalty of any kind.

     

    4. SECURITY. Payment of the
principal amount of this Note and all interest accrued hereon is secured by a
priority lien and security interest on all of the accounts receivable of the
Borrower and each Subsidiary of the Borrower and all proceeds from the
collection or sale thereof, pursuant to a security agreement, dated of even date
herewith, among the Borrower, the Lender and Taglich Brothers, Inc., as
collateral agent for the Lender (the “Security Agreement”).

     

    5. INTERCREDITOR AGREEMENT. This
Note is subject to the terms of an intercreditor and subordination agreement
among Lender, Borrower and Shelter Island Opportunity Fund LLC, dated of even
date herewith (the “Intercreditor Agreement”).

     

    6. AMOUNTS IMMEDIATELY
DUE.

     

    (a) Upon or
at any time after the occurrence and during the continuation of any Event of
Default described in Section 6(b)(i), Section 6(b)(v) or Section 6(b)(vi) below,
the Outstanding Principal Amount and all interest and other amounts payable
pursuant to this Note and remaining unpaid shall, so long as no Senior
Indebtedness is outstanding, at the sole option of the Holder and without any
notice, demand, presentment or protest of any kind (each of which is knowingly,
voluntarily, intentionally and irrevocably waived by the Borrower), become
immediately due.  Upon or at any time after the occurrence and during
the continuation of any Event of Default described in Section 6(b)(ii),
Section 6(b)(iii) or Section 6(b)(iv) below, unless such Event of Default shall
be cured within the Outstanding Principal Amount and all such interest and other
amounts shall, so long as no Senior Indebtedness is outstanding, without any
notice, demand, presentment or protest of any kind (each of which is knowingly,
voluntarily, intentionally and irrevocably waived by the Borrower),
automatically become immediately due.

     

    
      
        
        

      

      
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    (b) An “Event
of Default” under this Note shall be deemed to occur or exist, if:

     

    (i) Borrower
defaults in the payment when due of any of the Outstanding Principal Amount or
any interest, late charge or other amount payable pursuant to this;
or

     

    (ii) Borrower
default in its performance of any material obligation on its part to be
performed under the Security Agreement or the Intercreditor Agreement;
or

     

    (iii) the
aggregate outstanding amount of all accounts receivable of the Borrower and its
Subsidiaries as set forth on any A/R Report that are (A) outstanding for ninety
(90) days or less and where the account debtor(s) are not otherwise insolvent or
announcing the discontinuation of operations, and (B) net of any amounts payable
to third parties under airline clearing house receivables, shall be less than
the sum of (x) the then outstanding principal amount of this Note and all other
Notes, and (y) accrued and unpaid interest on this Note and all other Notes;
or

     

    (iv) a
“Shelter Island Debt Default” shall have occurred and shall be continuing under
the “Shelter Island Debt Documents” (as those terms are defined in the
Intercreditor Agreement); or

     

    (v) following
the occurrence and during the continuation of any Shelter Island Debt Default,
Shelter Island shall commence to foreclose on any of the Collateral defined in
the Intercreditor Agreement; or

     

    (vi) there
occurs or exists any Insolvency Event with respect to the Borrower.

     

    7. CERTAIN
DEFINITIONS.

     

    (a) “Insolvency
Event” means, with respect to any Person, the occurrence of any of the
following:  (i) such Person shall be adjudicated insolvent or
bankrupt, or shall generally fail to pay or admit in writing its inability to
pay its debts as they become due, (ii) such Person shall seek dissolution or
reorganization or the appointment of a receiver, trustee, custodian or
liquidator for it or a substantial portion of its property, assets or business
or to effect a plan or other arrangement with its creditors, (iii) such Person
shall make a general assignment for the benefit of its creditors, or consent to
or acquiesce in the appointment of a receiver, trustee, custodian or liquidator
for a substantial portion of its property, assets or business, (iv) such Person
shall file a voluntary petition under any bankruptcy, insolvency or similar law,
(v) such Person shall take any corporate or similar act in furtherance of any of
the foregoing or (vi) such Person, or a substantial portion of its property,
assets or business shall become the subject of an involuntary proceeding or
petition for (A) its dissolution, liquidation or reorganization or (B) the
appointment of a receiver, trustee, custodian or liquidator, and (I) such
proceeding shall not be dismissed or stayed within sixty days or (II) such
receiver, trustee, custodian or liquidator shall be appointed.

     

    (b) “Person”
means: (i) any individual, corporation, partnership, limited liability
company, joint venture, trust or unincorporated association, (ii) any court
or other governmental authority or (iii) any other entity, body
organization or group.

     

    
      
        
        

      

      
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    (c)  “Subsidiary”
means any corporation or other entity of which at least a majority of the
securities or other ownership interest having ordinary voting power (absolutely
or contingently) for the election of directors or other persons performing
similar functions are at the time owned directly or indirectly by the Borrower
and/or any of its other subsidiaries.

     

    8. COSTS OF
COLLECTION.  On demand by the Holder, the Borrower shall pay
each reasonable cost and expense (including, but not limited to, the reasonable
and documented fees and disbursements of counsel, whether retained for advice,
litigation or any other purpose) incurred by the Holder in endeavoring to (i)
collect any of the Outstanding Principal Amount or any interest or other amount
payable pursuant to this Note, (ii) preserve or exercise any right or remedy of
the Holder pursuant to this Note or (iii) preserve or exercise any right or
remedy of the Holder relating to, enforce or realize upon any collateral,
subordination, guaranty, endorsement or other security or assurance of payment,
whether now existing or hereafter arising or accruing, that now or hereafter
secures the payment of or is otherwise applicable to any of the Outstanding
Principal Amount or any interest or other amount payable pursuant to this Note
and remaining unpaid (the “Collection Costs”).

     

    9. CHANGES AND
WAIVERS.  No course of conduct pursued, accepted or acquiesced
in, and no oral, written or other agreement or representation made, by or on
behalf of the Holder in the future will change this Note or waive any right or
remedy of the Holder under or arising as a result of this Note.  Any
change in this Note or waiver of any right or remedy of the Holder under or
arising as a result of this Note must be made in a writing signed by or on
behalf of the Holder.

     

    10. GOVERNING LAW.  This
Note shall be governed by and construed, interpreted and enforced in accordance
with the law of the State of Florida and, to the extent applicable thereto, the
federal law of the United States, without regard to the law of any other
jurisdiction.

     

    11. WAIVER OF TRIAL BY
JURY.  THE
BORROWER KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES EACH RIGHT
THE BORROWER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR OTHER
LEGAL PROCEEDING ARISING OUT OF OR OTHERWISE RELATING TO THIS
NOTE.

     

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    IN WITNESS WHEREOF, the Borrower has
duly executed and delivered this Note this 26th day
of February 2010.

     

    
      
        	 	
                GULFSTREAM
      INTERNATIONAL GROUP, INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	
                Name:  David
      Hackett

              	 
	 	 	Title:
      President	 


      

    

     

    
      
        
        

      

      
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    IRREVOCABLE
AND UNCONDITIONAL GUARANTY

     

    


     

    The
undersigned, each wholly-owned subsidiaries of Gulfstream International Group,
Inc., do hereby unconditionally and irrevocably guaranty the full payment and
performance of the foregoing senior secured promissory note and all
representations, warranties, covenants and other obligations of the Borrower
under the Purchase Agreement; all in the same manner as though each of the
undersigned were parties signatory to the Purchase Agreement and a Borrower
under the foregoing note.

     

    Dated:  February
26, 2010

     

    GULFSTREAM
INTERNATIONAL AIRLINES, INC.

     

    By:_______________________________________

    Name:

    Title:

     

    GULFSTREAM
TRAINING ACADEMY, INC.

     

    By:_______________________________________

    Name:

    Title:

     

    GULFSTREAM
CONNECTION, INC.

     

    By:_______________________________________

    Name:

    Title:

     

    GIA
HOLDINGS CORP., INC.

     

    By:_______________________________________

    Name:

    Title:

     

    
      
        
        

      

      
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