Order 2011-4-28

Served: April 29, 2011

UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.

Issued by the Department of Transportation

on the 29th day of April, 2011

Joint Application of

 GULFSTREAM INTERNATIONAL GROUP, INC.

 and

 VPAA CO.

for the transfer of commuter air carrier authority under

49 U.S.C. § 41105

Docket DOT-OST-2011-0061

ORDER TRANSFERRING COMMUTER AIR CARRIER AUTHORITY

Summary

By this order, we (1) find VPAA Co. (“VPAA”), fit, willing, and able to conduct scheduled 

passenger operations as a commuter air carrier; and (2) transfer to VPAA the commuter air 

carrier authorization issued to Gulfstream International Airlines, Inc. (“GIA”) by Order 90-9-24, 

subject to conditions.

Background

By Order 90-9-24, issued September 18, 1990, GIA was found fit to perform scheduled 

passenger operations as a commuter air carrier. Headquartered in Fort Lauderdale, Florida, GIA 

provides scheduled air transportation to 18 destinations in Florida and the Bahamas, while also 

serving 5 destinations from Cleveland, Ohio, 7 destinations from Billings, Montana, and the city

of Muscle Shoals, Alabama, under the Department’s Essential Air Service Program (“EAS”).1

GIA operates a fleet of 23 Beechcraft 1900D aircraft under its own name and serves as a feeder 

airline to Continental Airlines, Inc., as Continental Connection and to United Air Lines, Inc., as 

United Express.2

On November 4, 2010, Gulfstream International Group, Inc. (“Gulfstream”), the parent company 

of GIA, filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code. GIA has 

continued its current operations, with the intent of Gulfstream to sell GIA’s assets in the 

 

1

See Order 2011-3-26, issued March 18, 2011, where GIA was selected to serve the EAS community of Muscle 

Shoals, Alabama. This service has not yet commenced.

2 GIA also uses the trade names “Island Air” and “Gulfstream International” in certain markets.

UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
2

bankruptcy process. In connection with its bankruptcy filing, Gulfstream arranged a $5.0 million 

debtor-in-possession loan from Victory Park Capital Advisors, LLC (“Victory Park Capital”), an 

investment firm located in Chicago, Illinois. On January 5, 2011, an auction of GIA’s assets was 

held, with the offer of VPAA, a newly formed Delaware corporation created by Victory Park 

Capital to acquire GIA, selected. On January 21, 2011, the Bankruptcy Court entered an order 

approving the sale of certain of GIA’s assets to VPAA for approximately $23.6 million and 

approving VPAA’s assumption and assignment of Gulfstream’s Executory Contracts, including 

4 Essential Air Service (“EAS”) contracts3for providing EAS service to 13 communities.

4

 

On March 23, 2011, Gulfstream/GIA and VPAA (together, the “Joint Applicants”) filed a joint

application in Docket DOT-OST-2011-0061, requesting that the Department transfer the 

commuter air carrier authorization held by GIA to VPAA pursuant to 49 U.S.C. § 41105.

5

 In 

support of their request, the Joint Applicants state that VPAA will operate all flights and services 

currently provided by GIA and that it will retain GIA’s core management and key technical 

personnel once the transaction is closed.

Concurrently, the Joint Applicants filed a motion requesting that the Department shorten the 

answer period in this case to March 31, 2011,6to facilitate their request for expedited action in 

this matter. On March 29, 2011, the Joint Applicants confirmed that no objections to the 

shortened answer period or the transfer application were filed. Therefore, by Notice dated March 

31, 2011, the Department shortened the answer period to April 1, 2011.

Before transferring a company’s authority under section 41105, the Department must determine 

that the transfer is consistent with the public interest. We have held that this public interest 

finding includes, among other things, a determination of the fitness of the entity receiving the 

authority. Further, the Department must assess the impact of any transfer on the viability of the 

air carrier applicants, competition in the domestic airline industry, and the trade position of the 

United States in the international air transportation market. 

Based on our review of the record of this case and other data available to the Department, we 

find the proposed transaction warrants approval under the decisional criteria of section 41105. 

Moreover, as discussed more fully below, we find that VPAA is a U.S. citizen and that it is fit, 

willing, and able to conduct scheduled passenger air transportation under the transferred 

authority, subject to conditions. 

FITNESS

In making fitness findings, the Department uses a three-part test that reconciles the Airline 

Deregulation Act's liberal entry policy with Congress' concern for operational safety and 

consumer protection. The three areas of inquiry that must be addressed in order to determine a 

 

3

See Order 2010-6-25, Order 2010-9-12, Order 2011-1-27, and Order 2011-3-26. 

4 An assumption or assignment of EAS contracts requires Department consent. 

5 VPAA accompanied its application with fitness information required by section 204.3 of our regulations and 

supplemented its application with additional information on April 15, April 28, and April 29, 2011.

6 Under the Department’s regulations, answers to the transfer request would be due on April 12, 2011 (see 14 

CFR § 302.204).
3

company's fitness are whether the applicant (1) will have the managerial skills and technical 

ability to conduct the proposed operations, (2) will have access to resources sufficient to 

commence operations without posing an undue risk to consumers or their funds, and (3) will 

comply with 49 U.S.C. § 41738 and regulations imposed by Federal and State agencies. We 

must also find that the applicant is a U.S. citizen.

The Company

VPAA is a non-operating, special purpose company set up by Victory Park Capital for the 

purpose of acquiring GIA. VPAA is owned by Victory Park Credit Opportunities, L.P. (“Fund 

I”) (25 percent) and VPC Fund II, L.P. (“Fund II”) (75 percent), each a Delaware limited 

partnership.7 VPAA proposes to continue GIA’s current operations, to maintain the same 

Federal Aviation Administration (“FAA”) operations office that supervises GIA’s operations, 

and use the “Gulfstream International Airlines” name in its commuter air carrier operations. In 

addition, VPAA intends to employ the same training and maintenance manuals used by GIA and 

all key GIA management and technical personnel.

Managerial Competence 

VPAA’s Board of Directors comprises the following individuals: Messrs. Matthew Ray 

(Chairman), Richard Levy, and Charles Asfour, each of whom is a U.S. citizen.

Mr. Matthew Ray is a Principal and Co-founder of Victory Park Capital (2007-present). He has 

held several financial analysis positions with Magnetar Capital LLC (2005-2006), Banc of 

America Securities LLC (2004-2005), and SG Cowen Securities Corporation (2000-2004). 

Mr. Ray is also the Chairman of the Board of Directors for Ascent Aviation Services Corp., 

Global Employment Solutions, Inc., and Victory Park Resources, Corp. He is a 2000 graduate of 

the Kelley School of Business at Indiana University. 

Mr. Richard Levy is the Managing Partner of VPC SBA I, LLC (2010-present) and Managing 

Partner and Founder of Victory Park Capital (2007-present). Previously, he was a Portfolio 

Manager at Magnetar Financial, LLC (2005-2007), and Partner and Co-founder of Crestview 

Capital Collateralized Debt Fund, LLC (2002-2005) and Crestview Capital Funds, LLC 

(1999-2005). Mr. Levy also was the Managing Director of Circle Group Internet Investment 

Bank (1998-1999) and the Chief Financial Officer of Electric City Corporation (1997-1998). 

From 1995-1997, he was an Intern at the Commodities Futures Trading Commission, and from 

1993-1994, he was a Trading Associate with SG Cowen. He holds a B.A. from The Ohio State

University, a J.D. from the Chicago Kent Law School, and an M.B.A from the Illinois Institute 

of Technology.

Mr. Charles J. Asfour is an Investment Professional with Victory Park Capital (2010-present). 

Prior to his current position, he was the founder of Blackbird Management Group, LLC, a private 

investment firm (2008-2010). He was also an Associate with Code Hennessy & Simmons LLC 

(2007-2008) and a Financial Analyst at J.P. Morgan in the Mergers and Acquisitions division

 

7 Of the 10,000 issued and outstanding shares in VPAA, Fund I holds 2,500 shares and Fund II holds 7,500 

shares, respectively. 
4

(2004-2007). Mr. Asfour is a 2004 graduate of the Kelley School of Business at Indiana 

University. 

VPAA’s key management and technical personnel consist of the following U.S. citizens:

Name Position

David Hackett President/Chief Operating Officer

Craig P. Attell Director of Safety

Leo Krupilis Senior Vice President of Maintenance

Philip S. LeFevre Director of Operations

Timothy S. Murphy Director of Maintenance

Christopher J. Eason Chief Pilot

Leon Knight Director of Quality Control/Chief Inspector

Mr. David Hackett is President, Chief Operating Officer (“CEO”), and Director of Gulfstream 

(2006-present) and GIA (2007-present). Before this, he served as President and CFO of GIA for 

four years (2003-2007). Mr. Hackett was an Independent Consultant with Newgate Associates, 

LLC (2002-2003); President, CEO and Director of Shuttle America Corporation (1996-2001);

and Vice President and Managing Director of Savoy Capital, Inc. (1991-1996). Mr. Hackett also 

held various positions of increasing responsibility at Continental Airlines, including Director of 

Financial Planning and Analysis, Manager of Capital Planning, and Financial Analyst 

(1985-1991). He also worked at BF Goodrich Company (1983-1985). 

Mr. Craig Attell, Vice President of Safety with GIA since 2008, is a licensed Airline Transport 

Pilot. Prior to his current position, he worked for GIA as an Aircrew Program Designee, 

Proficiency Check Airman, Line Check Airman, Flight and Ground Instructor, 

Pilot-in-Command, and Second-in-Command (2006-2008 and 1996-2006). Mr. Attell also was a 

Pilot with Ventura Air Service (2006-2008) and NetJets (2006). 

Mr. Leo Krupilis has served as GIA’s Senior Vice President of Maintenance since 1999. 

Previously, he was employed by Paradise Island Airlines as its Director of Maintenance (1999) 

and Maintenance Control Manager (1995-1999). A licensed Airline and Powerplant Mechanic, 

Mr. Krupilis has also held several positions with Allegheny Airlines, including Maintenance 

Control Manager, Production Supervisor, Quality Control Inspector, and Airline Mechanic 

(1978-1995). He was a U.S Navy Civilian Fuel Contractor (1977-1978) and served in the U.S. 

Navy as a Jet Mechanic (1973-1977). 

Mr. Philip S. LeFevre is GIA’s Director of Operations. A licensed Airline Transport Pilot, he 

has held various positions during his tenure at GIA, including Vice President of Training and 

Flight Standards, FAA Aircrew Program Designee, Proficiency Check Airman, Line Check 

Airman, Flight Instructor, and Pilot-in-Command (1992 and again from 1996-present). 

Mr. LeFevre also traveled and studied in Africa (1993-1995), and held pilot positions with Flight 

International (1992-1993).
5

Mr. Timothy S. Murphy, a licensed Airframe and Powerplant Mechanic, has been the Director of

Maintenance for GIA since December 2010. While with GIA, he has held various aviation 

maintenance-related positions, including Production Manager, Mechanic, Lead Mechanic, 

Maintenance Production Supervisor, and Maintenance Manager (March 1999-August 2009 and 

March-December 2010). Mr. Murphy was also a Senior Technician with General Dynamics 

Aviation Services (August 2009-March 2010).

Mr. Christopher Eason, a licensed Airline Transport Pilot with 13,400 flight hours, serves as 

GIA’s Chief Pilot. He has held numerous positions since joining GIA in 1992, including System 

Chief Pilot and Director of Line Flying, Line Check Airman, Pilot-in-Command, and 

Second-in-Command (1992-present). Mr. Eason also worked for Pan Am Express as a Customer 

Service Manager (1990-1992), for LM Berry Company as an Advertising Sales Executive 

(1988-1989), and for Peoples Express/Continental Airlines as a Lead Aircraft Dispatcher and 

Customer Service Manager (1982-1987).

Mr. Leon Knight serves as GIA’s Director of Quality Control and Chief Inspector

(2008-present). A licensed Airframe and Powerplant Mechanic, Mr. Knight has held several 

positions of increasing responsibility with GIA such as Mechanic Supervisor, Production 

Manager, and Director of Maintenance (1999-2010). Mr. Knight was also an Aircraft Mechanic 

and Inspector for Paradise Island Airlines (1996-1999).

Mr. F. Darrell Richardson, an Airframe and Powerplant Mechanic, was hired to serve as GIA’s 

Chief Restructuring Officer. Immediately prior, he was the CEO of InterIsland Aviation 

Services Group (July 2010-April 2011), where he was responsible for five companies: (1) Air 

Turks & Caicos, (2) Provo Air Center, (3) Flight Support Ltd., (4) Caribbean Aviation 

Maintenance Services, and (5) Agency Services. Previously, Mr. Richardson was an 

Independent Consultant specializing in aviation and marketing technology (2005-2010);

President, CEO, and Director of Pace Airlines, Inc. (2000-2005); Executive Vice President and 

Chief Operating Officer (“COO”) of Piedmont Hawthorne Aviation (2000-2002); and COO of 

Mesaba Airlines (1995-2000). In addition, he served as Senior Vice President of Phoenix 

Airlines Services (1993-1995), President and CEO of United Aerodynamics Corp. (1991-1993), 

and Senior Director of Technical Operations of Continental Express (1987-1991). Mr. 

Richardson also held multiple positions with Piedmont Airlines, such as Vice President of 

Maintenance and Engineering (1968-1981 and again from 1984-1987). From 1981-1984, he 

served as Director of Engineering of Air Florida.

In view of the experience and background of the applicant’s key personnel, we tentatively 

conclude that VPAA has demonstrated that its key management and technical personnel have the 

managerial skills and technical ability to support its proposed operations. Moreover, the FAA 

has advised us that all VPAA’s key personnel have been found qualified to hold their respective 

positions.8 

 

8 Before authorizing an air carrier to conduct air transportation, the FAA evaluates certain of the applicant’s key 

personnel with respect to the minimum qualifications for those positions as prescribed in the Federal Aviation 

Regulations. The FAA’s evaluation of these key personnel provides an added practical and in-person test of the 

skills and technical ability of these individuals. The FAA has advised us that VPAA’s key technical personnel are 

acceptable to that agency in their respective positions. 
6

Operating Plans and Financial Condition

If the requested transfer is approved, VPAA intends to provide scheduled passenger air 

transportation as a commuter air carrier using the “Gulfstream International Airlines” name and 

the trade names “Island Air,” “Continental Connection,” and “United Express.”9 

As stated previously, VPAA intends to continue GIA’s current operations, including its 4 EAS 

contracts to serve 13 communities. The air carrier also intends to operate domestic and foreign 

charter service, including flights to Cuba. VPAA proposes to provide all services using GIA’s 

existing fleet of 23 Beechcraft 1900D aircraft.

In evaluating a new entrant applicant’s financial fitness, the Department generally asks that a 

company have available to it resources sufficient to cover all pre-operating costs plus a working 

capital reserve equal to the operating costs that would be incurred in three months of normal

operations. 

The significant pre-operating expenses incurred by VPAA are those associated with the purchase 

of GIA’s assets, $23.6 million, of which $18.7 million has already been paid into an escrow 

account. These funds are to be released upon the finalization of regulatory approval from the 

DOT and FAA. Regarding its projected first-year expenses associated with its proposed

operations, VPAA expects to incur approximately $52.8 million. We have reviewed the 

company’s projected expenses and believe them to be reasonable. Based on this forecast, we 

estimate that VPAA will need approximately $18.15 million to meet the Department’s financial 

fitness requirements.

10

In support of its ability to fund its proposed operations, VPAA provided third-party verification 

that, as of April 29, 2011, it has $19.0 million on deposit in its name with SunTrust Bank. 

In light of this information, we conclude that VPAA has sufficient financial resources to enable it 

to commence its proposed operations without posing an undue risk to consumers or their funds.

Compliance Disposition

VPAA states that there are no actions or outstanding judgments against it, its owners, or its key 

personnel, nor have there been any charges of unfair, deceptive or anti-competitive business 

practices, or of fraud, felony or antitrust violations brought against any of these parties. VPAA

also states that there are no pending investigations, enforcement actions, or formal complaints 

filed by the Department against it, its key personnel, or persons having a substantial interest in it 

with respect to compliance with the Transportation Code or the Department’s regulations. 

 

9 We acknowledge VPAA’s registration of its corporate and trade names under 14 CFR Part 215. 

10 The $18.15 million consists of the applicant’s forecasts of approximately $4.9 million remaining to be paid in 

pre-operating expenses and about $13.2 million, which is one-quarter of its estimated total first-year expenses of 

$52.8 million. 
7

The FAA advises us that it is working with Joint Applicants in connection with GIA’s efforts to 

transfer its commuter operating authority to VPAA, and it knows of no reason why we should act 

unfavorably on the company’s application. 

Further, a review of our records and other information available to us has uncovered no 

information which would reflect negatively on VPAA, its owners, or its key personnel.11 

Under these circumstances, we find that VPAA has the proper regard for the laws and 

regulations governing its services to ensure that its aircraft and personnel conform to applicable 

safety standards and that acceptable consumer relations practices will be followed.

CITIZENSHIP

Section 41102 of the Transportation Code requires that certificates to engage in air transportation 

be held only by citizens of the United States as defined in 49 U.S.C. 40102(a)(15). That section 

requires that the president and two-thirds of the Board of Directors and other managing officers 

be U.S. citizens, that at least 75 percent of the voting interest be owned by U.S. citizens, and that 

the applicant must be under the actual control of U.S. citizens.

As previously stated, VPAA, a Delaware corporation, is owned by Fund I (25 percent) and Fund 

II (75 percent), each of which is organized under the laws of the State of Delaware as a limited 

partnership. Victory Park Capital, a Delaware limited liability company, acts as the investment 

manager for Fund I and Fund II and is owned by three U.S. citizens, Messrs. Mathew Ray, and 

Brendan Carroll, and Richard Levy. 

Fund I is made up of 37 limited partners. Fund I’s 37 investors have indicated that they wish to 

remain anonymous. The general partner for Fund I is Victory Park GP, LLC, a Delaware limited 

liability company owned by Messrs. Ray and Carroll, and by Jacob Capital LLC (“Jacob 

Capital”).

12

 While Fund I’s general partner is a U.S. citizen, absent further information 

regarding the citizenship of the limited partners, Fund I itself cannot be considered a U.S. citizen 

by Statute.13 

VPAA’s majority stockholder, Fund II, consists of 16 limited partners, each of whom provided 

sufficient information necessary to verify their U.S. citizenship.

14

 Victory Park GP II, LLC, a 

Delaware limited liability company owned by Messrs. Ray, Carroll, and Jacob Capital, serves as 

the general partner of Fund II. VPAA states that all investment decisions on behalf of the two 

funds are made by the general partners. 

Additionally, VPAA’s president, board of directors, and other key personnel are all U.S. citizens 

and the company has provided an affidavit attesting that it is a citizen of the United States within 

 

11 The Department has reviewed the compliance disposition of Gulfstream and finds it satisfactory.

12 Jacob Capital is an Illinois limited liability company whose sole member and manager is Mr. Richard Levy, a 

U.S. citizen.

13 Section 40102(a)(15)(B) of the Statute states that a citizen of the United States, among other definitions, 

is “a partnership each of whose partners is an individual who is a citizen of the United States.”

14 The Joint Applicants requested that the Department withhold from public disclosure the identities of Fund II’s 

investors. We address this request in CONFIDENTIAL TREATMENT section of this order.
8

the meaning of the Transportation Code and that it is actually controlled by U.S. citizens. 

Finally, we have found nothing in the record to suggest that control of VPAA rests with non-U.S. 

citizens.

 

Based on the above, we conclude that VPAA is a U.S. citizen and is fit, willing, and able to 

provide the commuter air transportation operations proposed, subject to certain conditions. 

PUBLIC INTEREST

Section 41105 of the Statute permits the Department to approve a transfer if it finds it in the 

public interest. In determining whether a transfer is consistent with the public interest, we must 

find that it will not conflict with important international aviation policy objectives and is not 

otherwise inconsistent with the public interest. In this latter regard, we must determine whether 

the acquiring entity is a U.S. citizen and will be fit to hold the economic authority at issue.15 

Moreover, section 41105(b) requires the Department to analyze the impact of the transfer on the 

viability of the air carrier applicants, competition in the domestic airline industry, and the trade 

position of the United States in the international air transportation market. 

The transfer of GIA’s commuter air carrier authority, as described by this order, will prevent a 

disruption of air services in Florida and in the EAS communities the air carrier serves in 

Alabama, Montana, New York, Pennsylvania, Tennessee, and West Virginia,. Also, the transfer 

will preserve competition in the inter-Florida and Florida-Bahamas markets while ensuring the 

continued employment of more than 500 experienced GIA aviation professionals. The Joint 

Applicants also state in their application that “the transfer will strengthen the trade position of 

the United States by providing another carrier to operate domestic and foreign routes, such as the 

Caribbean tourism aviation market.”16

After careful examination of the fitness information and application submitted by the Joint 

Applicants, we find that the proposed transaction warrants approval under the decisional criteria. 

We have determined that VPAA is a U.S. citizen and is fit, willing, and able to conduct the air 

transportation authorized by the commuter authority currently held by GIA. Additionally, we 

find that the approval of the transfer will have a positive effect on the viability of VPAA since it 

will have access to significant financial resources. Moreover, since the acquisition and transfer 

of GIA’s commuter authority will not result in a change in the level of its operations, there 

should be no lessening of competition in the domestic airline industry or the U.S. international 

transportation market. 

REQUEST FOR CONFIDENTIAL TREATMENT

On March 22 and April 15, 2011, the Joint Applicants filed motions for confidential treatment 

under 14 CFR § 302.12 (“Rule 12”) of our rules to withhold from public disclosure the identities 

of investors in Fund II. 

 

15 See Order 2000-8-5, Arrow Air; Order 2000-10-29, Kalitta Air; and Order 2000-12-10, Venture Travel/Taquan 

Air. 

16 See Joint Application of Gulfstream International Group, Inc. and VPAA Co. for Transfer of Commuter Air 

Carrier Authority, at 8. 
9

Rule 12 instructs us to evaluate requests for confidential treatment by the standards of disclosure 

found in the Freedom of Information Act (5 U.S.C. section 552). Information may be withheld 

from disclosure under 5 U.S.C. 552(b)(4) if it is (1) commercial or financial, (2) obtained from a 

person outside of government, and (3) privileged or confidential (Gulf and Western Industries,

Inc. v. United States, 615F.2d 527, 529 (D.C. Cir. 1979)).

There is no question that the information for which the Joint Applicants seek confidential 

treatment is financial or commercial in nature and that it was obtained from a person outside the 

government. The remaining question is whether the information is privileged or confidential--

whether “disclosure of the information is likely to have either of the following effects: (1) impair 

the Government’s ability to obtain necessary information; or (2) cause substantial harm to the 

competitive position from whom the information was obtained” (National Parks and 

Conservation Association v. Morton, 498 F.2d 765,770 (D.C. Cir.1974)). Further, to be 

privileged or confidential, the information must not be of the type that is usually released to the 

public (Gulf and Western Industries, Inc. v. United States, 615F.2d 527,530 (D.C. Cir. 1979)). 

We have reviewed the material submitted and have decided to grant confidential treatment to the 

information for which such treatment is sought. Regarding the list of private investors, the 

Department has in the past, granted confidential treatment to this type of information. We find 

that the release of this information could hamper any subsequent efforts to obtain financing and 

cause substantial harm to the competitive position of VPAA.

COMMUTER CONDITIONS & LIMITATIONS

While we are making the commuter air carrier authority transferred here effective immediately, 

VPAA’s ability to conduct its proposed commuter operations under this authority remains 

subject to our receipt of evidence that VPAA has been certificated by the FAA to engage in the 

subject operations and a fully executed OST Form 6410 evidencing liability insurance coverage 

that meets the requirements of section 205.5(b) of our rules.

We remind VPAA of the requirements of 49 U.S.C. 41110(e). Specifically, that section requires 

that, once an air carrier is found fit initially, it must remain fit in order to hold its authority. To 

be assured that U.S. commuter air carriers continue to be fit after effective authority has been 

issued to them, we require that they supply information describing any subsequent substantial 

changes they may undergo in areas affecting fitness. 

Further, should VPAA propose other substantial changes in its management or operations it must 

first comply with the requirements of section 204.5 of our rules.17 The compliance of the 

 

17 The air carrier may contact our Air Carrier Fitness Division to report proposed substantial changes in its 

operations, ownership, or management, and to determine what additional information, if any, will be required under 

section 204.5. If the air carrier fails to file this updated information or if the information fails to demonstrate that the

air carrier will continue to be fit upon implementation of the substantial change, the Department may take such 

action as is appropriate, including enforcement action or steps to modify, suspend, or revoke the air carrier's 

commuter authority.
10

company with this requirement is essential if we are to carry out our responsibilities under the 

section 41110(e).18

Finally, to aid the Department in monitoring the fitness of new air carriers, we ask that all newly 

authorized commuter air carriers submit a detailed progress report within 45 days following the 

end of the first year of commuter flight operations, to the Air Carrier Fitness Division. The 

report should include a description of the air carrier’s current operations (number and type of 

aircraft, principal markets served, total number of full-time and part-time employees), a 

summary of how these operations have changed during the year, a discussion of any changes it 

anticipates from its current operations during its second year, current financial statements,19 and 

a listing of current senior management and key technical personnel. The air carrier should also 

be prepared to meet with staff members of the Fitness Division to discuss its current and future 

operations. 

ACCORDINGLY,

1. We find that VPAA Co., is fit, willing, and able to engage in scheduled air transportation as a 

commuter air carrier, subject to conditions. 

2. We transfer to VPAA Co., the Commuter Air Carrier Authorization issued to Gulfstream 

International Airlines, Inc., by Order 90-9-24, in the form and subject to the Terms, Conditions, 

and Limitations attached.

3. We register the trade names “Continental Connection,” “United Express,” “Gulfstream 

International,” “Island Air,” and “Gulfstream International Airlines” for use in VPAA Co.’s 

commuter operations. 

4. We direct VPAA Co. to submit to the Air Carrier Fitness Division a first year progress report 

within 45 days following the end of its first year of commuter operations.20

 

18 We also remind VPAA about the requirements of section 204.7 of our rules. This section provides, among 

other things, that (1) if the company ceases all operations for which it was found fit, it may not resume such 

operations unless its fitness has been redetermined, and (2) if the company does not resume operations within one 

year of its cessation, its commuter authority shall be revoked for dormancy.

19 These financial statements should include a balance sheet as of the end of the company’s first full year of actual 

commuter operations and a twelve-month income statement ending that same date.

20 The report shall include a description of the air carrier’s current operations (number and type of aircraft, 

principal markets served, total number of full-time and part-time employees), a summary of how these operations 

have changed during the year, a discussion of any changes it anticipates from its current operations during its second 

year, current financial statements, and a listing of current senior management and key technical personnel.
11

5. We approve and consent to VPAA Co. assuming the 4 Essential Air Service contracts to 

provide EAS at 13 communities and transfer the obligations to serve those communities and the 

associated subsidy rates contained in those orders from Gulfstream International Airlines, Inc., to 

VPAA Co., subject to the same terms and conditions of the EAS Orders.

21

6. We will serve a copy of this order on the persons listed in Attachment A.

By:

SUSAN L. KURLAND

Assistant Secretary

for Aviation and International Affairs

An electronic version of this document is available on the World Wide Web at:

http://www.regulations.gov

 

21 See Order 2010-6-25, Order 2010-9-12, Order 2011-1-27, and Order 2011-3-26. 
Commuter Air Carrier Authorization 

This Certifies That

VPAA CO.

is authorized, subject to the provisions of Subtitle VII of Title 49 of United States 

Code, the orders, rules, and regulations issued thereunder, and the attached 

Terms, Conditions, and Limitations, to engage in scheduled passenger air 

transportation operations as a commuter air carrier. 

This Certificate is not transferable without the approval of the Department of 

Transportation.

 

 

By Direction of the Secretary

Issued by Order 2011-4-28 Susan L. Kurland

On Month April 29, 2011 Assistant Secretary for 

Effective on April 29, 2011 Aviation and International Affairs 
Attachment 

Terms, Conditions, and Limitations

VPAA CO.

is authorized to engage in scheduled passenger air transportation operations as a commuter air carrier.

This authority is subject to the following provisions:

(1) The holder shall at all times conduct its operations in accordance with the requirements of 14 

CFR Part 298 and any other regulations prescribed by the Department of Transportation for the services 

authorized here, and with such other reasonable terms, conditions, and limitations as the Department of 

Transportation may prescribe in the public interest.

(2) The holder may not operate aircraft designed to have a maximum passenger capacity of more than 

60 seats or a maximum payload capacity of more than 18,000 pounds.

(3) The holder's authority is effective only to the extent that such operations are also authorized by the 

Federal Aviation Administration (FAA), and comply with all U.S. Government requirements concerning 

security, including, but not limited to 49 CFR Part 1544.

(4) The holder shall at all times remain a "Citizen of the United States" as required by 49 U.S.C. 

40102(a)(15).

(5) The holder shall maintain in effect liability insurance coverage as required under 14 CFR Part 

205. Failure to maintain such insurance coverage will render this authority ineffective, and this or other 

failure to comply with the provisions of Subtitle VII of Title 49 of the United States Code or the 

Department's regulations shall be sufficient grounds to revoke this authority.

(6) The holder may reduce or terminate service at any point or between any two points, subject to 

compliance with the provisions of 49 U.S.C. 41734 and all orders and regulations issued by the 

Department of Transportation under that section.

(7) The holder may not provide scheduled passenger air transportation to or from Dallas (Love 

Field), Texas, except within the limits set forth in section 29 of the International Air Transportation 

Competition Act of 1979, as amended or as modified by any future legislation addressing access 

restrictions to or from Love Field.

 



To assure compliance with all applicable U.S. Government requirements concerning security, the holder shall, 

before commencing any new service (including charter flights) to or from a foreign airport, contact its Principal 

Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation Security 

Administration has determined that security is adequate to allow such airport(s) to be served.
2

(8) Should the holder propose any substantial change in its ownership, management, or operations 

(as defined in 14 CFR 204.2(l)), it must first comply with the requirements of 14 CFR 204.5.

(9) In the event that the holder does not commence actual flying operations as a commuter air carrier 

under this authority within one year of the date of the Department's determination of its fitness, its 

commuter authority shall be revoked for dormancy. Further, in the event that the holder commences but 

subsequently ceases all scheduled passenger operations, the authority granted here shall be suspended 

under the terms of 14 CFR 204.7 and the holder may neither recommence nor advertise such operations 

unless its fitness to do so has been redetermined by the Department. Moreover, if the holder does not 

resume such operations within one year of its cessation, its commuter authority shall be revoked for 

dormancy.
Attachment A

SERVICE LIST FOR 

VPAA CO. 

DHernandez@vedderprice.com

Crichards@vedderprice.com

dhacke@gulfstreamair.com

szemnick@VictoryParkCapitaldvisors.com

mray@VictoryParkCapitaladvisors.com

nancy.kessler@dot.gov

Andrea.Handel@usdoj.gov

peter.lynch@faa.dot.gov

W.Jeff.Weber@faa.dot.gov

bernard.Stankus@dot.gov

anne.suissa@dot.gov

rosendo.m.rigau@faa.dot.gov