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 unde r ) 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, 2011BEFORE 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 unde r ) 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 “Compa ny”), 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 “Info rmation Request”) regarding Joint Application of Gulfstream International Group, Inc. and VPAA Co. for Transfer of Commuter Air Carrier Authority (the “Joint Applicat ion”):
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 co nfirming 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

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WHEREFORE, for the foregoing reasons, the Parties r espectfully submit that New GIA meets the Department’s citizenship and fitness requirements, and request the Department transfer to New GIA the air carrier cert ificate with commuter authority held by
GIA.

The contents of this application and the attached e xhibits 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 a uthorized representative of the applicant, have not in any manner knowingly and willfully fals ified, concealed or failed to disclose any material fact or made any false fictitious, or frau dulent statement or knowingly used any documents which contain such statements in connecti on 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 f ined 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.comSupplement No. 3 to Joint Application

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The contents of this application and the attached e xhibits are true and correct to the best of my knowledge and belief. Pursuant to Title 18 Unit ed States Code Section 1001, I, David F. Hackett, in my individual capacity and as the autho rized 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 frau dulent statement or knowingly used any documents which contain such statements in connecti on 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 f ined 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.comCERTIFICATE 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@co air.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 SchreckLIST OF EXHIBITS

Exhibit Title A Funding Instruction Letter
B VPAA Co. Proof of Funds
C VPAA Co. OST Form 4523EXHIBIT 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. 312.701.0794EXHIBIT B See AttachedEXHIBIT C See Attached