restoration or return.
8
20. Applicable Law.
This Agreement shall be governed by and shall be construed
and enforced in accordance with the internal laws of the State of New York,
without regard to conflicts of law principles.
21. CONSENT TO JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK
AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE
PARTIES HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. IN ANY
LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE RESOLUTION PROCEEDING RELATING
TO THIS AGREEMENT, EACH PARTY WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO
COMPLY WITH DISCOVERY REQUIREMENTS AND SCHEDULES AS SET BY THE COURT OR OTHER
DULY APPOINTED ARBITER OF SUCH PROCEEDING.
22. WAIVER OF JURY TRIAL. SHELTER ISLAND, GULFSTREAM AND SENIOR SECURED PARTY
HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE SUBORDINATED DEBT
DOCUMENTS OR ANY OF THE SENIOR DEBT DOCUMENTS. EACH OF SHELTER ISLAND,
GULFSTREAM AND SENIOR SECURED PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE
WAIVER IN ENTERING INTO THIS AGREEMENT AND THE SENIOR DEBT DOCUMENTS AND THAT
EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH
OF SHELTER ISLAND, GULFSTREAM AND SENIOR SECURED PARTY WARRANTS AND REPRESENTS
THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL
COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
[The remainder of this page intentionally left blank - signature page follows.]
9
IN WITNESS WHEREOF, the parties hereto have executed the within as of the date
first above written.
TAGLICH BROTHERS, INC.,
as collateral agent (for the Purchasers):
By:
/s/ Robert C. Schroeder
Name: Robert C. Schroeder
Title: Vice
President
SHELTER ISLAND OPPORTUNITY FUND, LLC,
By:
/s/ Michael Coiley
Name: Michael Coiley
Title: Authorized Signor
GULFSTREAM INTERNATIONAL GROUP, INC.
By:
/s/ David F. Hackett
Name: David F. Hackett
Title: President
GIA HOLDINGS CORP., INC.
ACCEPTED AND AGREED TO:
GULFSTREAM INTERNATIONAL AIRLINES, INC.
By:
/s/David F. Hackett
By:
/s/ David F. Hackett
Name: David F. Hackett
Name: David F. Hackett
Title:
President
Title: President
GULFSTREAM TRAINING ACADEMY, INC.
By:
/s/ David F. Hackett
Name: David F. Hackett
Title: President
GULFSTREAM CONNECTION, INC.
By:
/s/ David F. Hackett
Name: David F. Hackett
Title: President
10