gia_ex1012.htm


     

    Exhibit
10.12

     

    
 

    OMNIBUS
AMENDMENT TO GUARANTY AGREEMENTS

     

    This
Omnibus Amendment to Guaranty Agreements (the “Amendment”) dated as
of February 26, 2010, is made by Gulfstream Connection, Inc., a Florida
corporation (“GCI”), Gulfstream
International Airlines, Inc., a Florida corporation (“GIA”), Gulfstream
Training Academy, Inc., a Florida corporation (“GTA”) and GIA
Holdings Corp., a Delaware corporation (“Holdings”, and
collectively and individually with GCI, GIA and GTA, the “Guarantor” or the
“Guarantors”))
for the benefit of Shelter Island Opportunity Fund, LLC (together with its
permitted assigns, the “Purchaser”).

     

    The
Purchaser and Gulfstream International Group, Inc., a Delaware corporation (the
“Company”), are
parties to a certain Securities Purchase Agreement dated as of August 31, 2008
(as the same may be amended, supplemented or restated from time to time, the
“Securities Purchase
Agreement”) pursuant to which the Purchaser agreed to purchase from the
Company the Debenture (as defined in the Securities Purchase Agreement), subject
to the terms and conditions thereof.

     

    To induce
Purchaser to enter into the Securities Purchase Agreement, Guarantors executed
the following Guaranty agreements in favor of Purchaser: (i) that certain
Guaranty executed by GCI in favor of Purchaser dated as of August 31, 2008 (the
“GCI
Guaranty”); (ii) that certain Guaranty executed by GIA in favor of
Purchaser dated as of August 31, 2008 (the “GIA Guaranty”); (iii)
that certain Guaranty executed by GTA in favor of Purchaser dated as of August
31, 2008 (the “GTA
Guaranty”); and (iv) that certain Guaranty executed by Holdings in favor
of Purchaser dated as of August 31, 2008 (the “Holdings Guaranty”,
and individually and collectively with the GCI Guaranty, the GIA Guaranty and
the GTA Guaranty, the “Existing Guaranty” or
the “Existing
Guarantees”).

     

    Company
has requested that Purchaser forebear from exercising certain of its rights and
remedies under the Securities Purchase Agreement and the Debenture and amend
certain terms and conditions of the Debenture pursuant to that certain
Forbearance Agreement and Amendment to Debenture between Purchaser and Company
of even date herewith (the “Forbearance
Agreement”).  All references to the Debenture herein shall
refer to the Debenture as amended by the Forbearance Agreement.

     

    To induce
Purchaser to enter into the Forbearance Agreement, Company has offered that
Guarantors will amend the Existing Guarantees as set forth in this
Amendment.  All references to the Existing Guaranty herein shall refer
to the Existing Guaranty as amended hereby.  Capitalized terms used
herein, but not specifically defined herein, shall have the meanings provided
for such terms in the Existing Guaranty.

     

    ACCORDINGLY,
Guarantors, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby agrees as follows:

     

    
      
        
        

      

      
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    1.           As
of the date hereof, the definition of “Obligations” set forth in Section 1 of
each Existing Guaranty is amended and restated in its entirety to read as
follows:

     

    “Obligations”
mean, in addition to all other costs and expenses of collection incurred by
Purchaser in enforcing any of such Obligations and/or this Guaranty, all of the
liabilities and obligations (primary, secondary, direct, contingent, sole, joint
or several) due or to become due, that are now or may hereafter contracted or
acquired, of the Company to the Purchaser under this Guaranty, each other
Transaction Document and that certain promissory note dated as of February 26,
2010 in the amount of $250,000 made by Company in favor of Purchaser (the “Note”) , in each
case, whether now or hereafter existing, voluntary or involuntary, direct or
indirect, absolute or contingent, liquidated or unliquidated, whether or not
jointly owned with others, and whether or not from time to time decreased or
extinguished and later increased, created or incurred, and all or any portion of
such obligations or liabilities that are paid, to the extent all or any part of
such payment is avoided or recovered directly or indirectly from the Purchaser
as a preference, fraudulent transfer or otherwise as such obligations may be
amended, supplemented, converted, extended or modified from time to
time.  Without limiting the generality of the foregoing, the term
“Obligations” shall include all debts, obligations or liabilities now or
hereafter existing, absolute or contingent of the Company to the Purchaser,
whether voluntary or involuntary, whether due or not due, or whether incurred
directly or indirectly or acquired by the Purchaser by assignment or otherwise,
whether arising under the (i) Transaction Documents, (ii) Note, or (iii)
otherwise, including, without limitation: (a) principal of, and interest on the
Debentures, the Note and the loans extended pursuant thereto; (b) any and all
other fees, indemnities, costs, obligations and liabilities of the Company from
time to time under or in connection with this Guaranty, the Note, the Debentures
and any other Transaction Documents; and (c) all amounts (including but not
limited to post-petition interest) in respect of the foregoing that would be
payable but for the fact that the obligations to pay such amounts are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Company.

     

    2.           Guarantors
affirm that as of the date hereof there exists no defense, set-off, recoupment,
claim or counterclaim of any nature whatsoever to the Existing Guarantees and
that the obligations and liability of each Guarantor under its respective
Existing Guaranty, and the covenants, representations and warranties of such
Guarantor thereunder, remain absolute, unconditional and in full force and
effect.  To the extent that any such defenses, claims or counterclaims
against the Purchaser may exist, Guarantors waive and release the Purchaser from
same.

     

    3.           Guarantors
further acknowledge and agree that Security Agreements executed by each
Guarantor on August 31, 2008 in favor of Purchaser also secure the Obligations
due and owing under the Note.

     

    4.           All
other terms and conditions of the Existing Guarantees remain unchanged and in
full force and effect.

     

    REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, this Amendment has been duly executed as of the date first
written above.

     

    
      
        	 	GULFSTREAM
      CONNECTION, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ David F.
      Hackett     	 
	 	 	Name David
      F. Hackett	 
	 	 	Title President	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	GULFSTREAM
      INTERNATIONAL AIRLINES, INC.	 
	 	 	 	 
	 	By:	/s/ David F.
      Hackett     	 
	 	 	Name:
      David F. Hackett	 
	 	 	Title:
      President	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	GULFSTREAM
      TRAINING ACADEMY, INC.	 
	 	 	 	 
	 	By:	/s/ Thomas P.
      Cooper	 
	 	 	Name:
      Thomas P. Cooper	 
	 	 	Title:
      Corporate Secretary	 
	 	 	 	 
	 	 	 	 
	 	GIA HOLDINGS, CORP.	 
	 	 	 	 
	 	By:
      	/s/ David F.
      Hackett     	 
	 	 	Name:
      David F. Hackett	 
	 	 	Title:
      President	 
	 	 	 	 
	 	 	 	 
	 	SHELTER
      ISLAND OPPORTUNITY FUND, LLC	 
	 	 	 	 
	 	By:	 /s/ Michael
      Coiley  	 
	 	 	Name:  Michael
      Coiley	 
	 	 	Title:
      Authorized Signor	 


      

    

     

    
      
        
        

      

      
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