BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

_______________________________________________ 

 ) 

Joint Application of ) 

 ) 

GULFSTREAM INTERNATIONAL GROUP, INC., ) 

and ) Docket OST-2011- 0061

VPAA Co. )

 ) 

For transfer of commuter air carrier authority under ) 

49 U.S.C. § 41738 ) 

_______________________________________________ ) 

EXPEDITED ACTION REQUESTED BY APRIL 29, 2011 

SUPPLEMENT NO. 3 TO JOINT APPLICATION OF 

GULFSTREAM INTERNATIONAL GROUP, INC., AND VPAA CO. 

FOR TRANSFER OF COMMUTER AIR CARRIER AUTHORITY

Communications with respect to this document should be served upon: 

For VPAA Co.

David M. Hernandez 

Shareholder 

VEDDER PRICE P.C. 

1401 I Street NW, Suite 1100 

Washington, DC 20005 

(202) 312-3340 

dhernandez@vedderprice.com 

For Gulfstream International Group, Inc.

David F. Hackett 

President and Chief Executive Officer 

GULFSTREAM INTERNATIONAL 

GROUP, INC. 

3201 Griffin Road 4th Floor 

Fort Lauderdale, FL 33312 

(954) 985-1500 

dhacke@gulfstreamair.com 

 

April 29, 2011 
BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

_______________________________________________ 

 ) 

Joint Application of ) 

 ) 

GULFSTREAM INTERNATIONAL GROUP, INC., ) 

and ) Docket OST-2011-0061

VPAA Co. ) 

 )

For transfer of commuter air carrier authority under ) 

49 U.S.C. § 41738 ) 

 ) 

________________________________________________) 

EXPEDITED ACTION REQUESTED BY APRIL 29, 2011 

SUPPLEMENT NO. 3 TO JOINT APPLICATION OF 

GULFSTREAM INTERNATIONAL GROUP, INC., AND VPAA CO. 

FOR TRANSFER OF COMMUTER AIR CARRIER AUTHORITY

 Gulfstream International Group (“GIA or the “Company”), and VPAA Co. (“VPAA” 

or “New GIA”) (collectively, the “Parties”) hereby submit in response to the Department’s 

information request dated April 28, 2011 (the “Information Request”) regarding Joint 

Application of Gulfstream International Group, Inc. and VPAA Co. for Transfer of 

Commuter Air Carrier Authority (the “Joint Application”): 

1. Attached as Exhibit A is a letter from Victory Park Capital instructing JP 

Morgan Chase Bank to wire $19,000,000 from VPC Fund II to VPAA Co. on April 29, 2011. 

2. Attached as Exhibit B is a proof of funds letter confirming that VPAA Co. has 

$19,000,010.00 in its operating account. 

3. Attached as Exhibit C is an updated OST Form 4523, which was filed in 

Docket OST 95-236 today. 
Supplement No. 3 to Joint Application 

Page 2 

WHEREFORE, for the foregoing reasons, the Parties respectfully submit that New 

GIA meets the Department’s citizenship and fitness requirements, and request the 

Department transfer to New GIA the air carrier certificate with commuter authority held by 

GIA. 

The contents of this application and the attached exhibits are true and correct to the 

best of my knowledge and belief. Pursuant to Title 18 United States Code Section 1001, I 

Matthew Ray, in my individual capacity and as the authorized representative of the applicant, 

have not in any manner knowingly and willfully falsified, concealed or failed to disclose any 

material fact or made any false fictitious, or fraudulent statement or knowingly used any 

documents which contain such statements in connection with the preparation, filing or 

prosecution of the application. I understand that an individual who is found to have violated 

the provisions of 18 U.S.C. section 1001 shall be fined or imprisoned not more than five 

years, or both. 

Respectfully submitted, 

For VPAA Co. 

/S/ Matthew Ray 

______________________________ 

Matthew Ray, Chairman 

VPAA Co. 

227 W. Monroe Street, Suite 3900 

Chicago, IL 60606 

312.701.1777 

mray@vpcadvisors.com 
Supplement No. 3 to Joint Application 

Page 3 

The contents of this application and the attached exhibits are true and correct to the best of 

my knowledge and belief. Pursuant to Title 18 United States Code Section 1001, I, David F. 

Hackett, in my individual capacity and as the authorized representative of the applicant, have 

not in any manner knowingly and willfully falsified, concealed or failed to disclose any 

material fact or made any false fictitious, or fraudulent statement or knowingly used any 

documents which contain such statements in connection with the preparation, filing or 

prosecution of the application. I understand that an individual who is found to have violated 

the provisions of 18 U.S.C. section 1001 shall be fined or imprisoned not more than five 

years, or both. 

For Gulfstream International Group, Inc.: 

/S/ David F. Hackett 

________________________________ 

David F. Hackett 

President and Chief Executive Officer 

Gulfstream International Group, Inc. 

3201 Griffin Road 4th Floor 

Fort Lauderdale, FL 33312 

(954) 985-1500 

dhacke@gulfstreamair.com 
CERTIFICATE OF SERVICE 

I, Megan Schreck, hereby certify that I have, this, the 29th day of April 2011, 

caused a true copy of the foregoing Supplemental No. 3 to Joint Application to be served 

on the following Parties via electronic mail: 

Name Organization Address 

Jeffrey Manley United Continental Holdings jeffrey.manley@united.com

Dan Weiss United Continental Holdings dan.weiss@coair.com 

Laura Remo Air Carrier Fitness Division, 

X-56 

laura.remo@dot.gov 

Catherine O’toole Air Carrier Fitness Division, 

X-56 

Catherine.O'toole@dot.gov 

Bernard Stankus Office of Airline 

Information 

DOT/RSPA/BTS E-36

bernard.stankus@dot.gov 

Peter Lynch Asst. Chief Counsel for 

Enforcement, AGC-300 

peter.lynch@faa.gov 

W. Jeff Weber FAA Certification Section 

Manager, AFS-900 

w.jeff.weber@faa.gov 

Rosendo M. Rigau South Florida CMO – 29 rosendo.m.rigau@faa.gov 

Edward M. DaSilva South Florida FSDO – 19 edward.m.dasilva@faa.gov 

 /S/ Megan Schreck 

 

 Megan Schreck 
LIST OF EXHIBITS 

Exhibit Title 

A Funding Instruction Letter 

B VPAA Co. Proof of Funds 

C VPAA Co. OST Form 4523 
EXHIBIT A

See Attached 
VPC

Vv-tr-ry Park Cap i/711

April 28, 2011

Veronica Gaona

JP Morgan Chase Bank

10 S. Dearborn Street

Chicago, Illinois 60603

Re: Wire Confirmation

Dear Veronica:

This letter confirms that a wire will be initiated by VPC Fund II, LP to VPAA Co. at the opening of

business on April 29, 2011 in accordance with bank procedures, as follows:

Amount: $19,000,000

From:

Bank Name: JPMorgan Chase

ABA Number:

Account Number:

Account Name: VPC Fund II, LP

To:

Bank Name: Sun* rust Bank Inc.

ABA Number:

SWIFT:

Account Number:

Account Name: VPAA Co. Operating Account

If you should have any questions, please feel free to contact me.

Scott R. Zemnick

227 West Monroe Street I Suite 3900 I Chicago, IL 60606 I P. 312.701.1777 F. 312.701.0794
EXHIBIT B

See Attached 

EXHIBIT C

See Attached