U.S. Department of Transportation Office ofthe Secretary of TransportationFebruary 13,2015 Mr. Robert Cohn Mr. Patrick Rizzi Counsel for Aerodynamics Incorporated

Hogan Lovells US LLP 555 Thirteenth St. NW Washington, DC 20004 Re: Docket DOT-OST-2014-0114 Application of Aerodynamics Incorporated fora Certificate of Public Convenience and Necessity Dear Messrs. Cohn and Rizzi: 1200 New Jersey Avenue SE Washington DC 20590 Thank you forthe information you submitted on February 5, 2015, on behalf of Aerodynamics Incorporated ("ADI") in response tothe Department's order proposing to deny ADI's application foran interstate scheduled passenger certificate andto revoke its interstate and foreign charter passenger certificates. As you are aware, the Department takes seriously its responsibility to ensure that air carriers are fitto engage inair transportation. Our tentative findings inthis case were based onADI's failure to demonstrate thatit possesses the managerial competence necessary to oversee its current charter and proposed scheduled operations and the proper compliance disposition and regard for the laws and regulations governing its services. These findings stemmed from the involvement ofMr. Scott Beale, its sole owner, 1 President, Chief Executive Officer ("CEO"), and Chairman ofthe Board. 2 Inthis regard, the Department is highly encouraged that ADI has taken immediate action to alleviate some ofthe concerns raised by Order 2015-1-16. Specifically, ADI provided a letter from Mr. Beale stating that he had resigned as CEO, President, and Chairman of ADI; documentation appointing Mr.F. Darrell Richardson to serve asMr. Beale's replacement as CEO, President, and Chairman, and appointing anew Board of Directors of ADI; anda declaration from Mr. Beale committing tosellhis ownership interest in ADI and, during the time The information submitted inthe docket with respect tothe ownership ofADI reflected that Mr. Beale was the majority owner of ADI, holding 80 percent ofthe company's shares, with the remaining 20 percent held by Mr. Robert Ward. We note thatinthe company's response, ADI now states that Mr. Beale is,infact, the sole owner

ofthe company.

2 ADI is wholly owned by ADI Holdings Company, Inc., which in turn, is wholly owned by Aviation Capital Partners, LLC. Aviation Capital Partners, LLC is solely owned byMr. Beale. Any reference made bythe Department inthis letter to ADl includes its parent companies.2 necessary tofinda suitable buyer, to place his shares ina voting trust that, in effect, limits his involvement in ADI to matters only related to their sale. Asa result ofthe actions mentioned above, ADI requests that the Department issue an order authorizing the following actions:

(1) Withdrawing the Show Cause Order and the threat to revoke ADI's interstate and foreign charter passenger air transportation certificates; (2) Confirming that, based onthe management and board member changes already accomplished, ADI currently meets the Department's managerial and compliance disposition requirements; (3) Making clear that the Show Cause Order was not based inany way onthe concerns about the safety of ADI's operations; (4) Providing 30 days for Mr. Beale to place his shares inthe Companies intoa voting trust acceptable tothe Department; (5) Providing 120 days forthe completion ofthe sale ofthe Companies; and (6) Indicating the Department's willingness to consider processing ADI's pending application for scheduled interstate air transportation certificate authority, subject to the submission of updated fitness information. The record, atthis time, does not contain sufficient information that would result inor warrant the Department withdrawing its Show Cause Order and/or confirming ADI's management and Board member changes to satisfy the Department's managerial and compliance disposition requirements. For example, more information is required concerning any relationships and agreements that Mr. Beale may have with ADI's new management and Board. Please see the attached Information Request. Concerning ADI's request that the Department afford it30 days for Mr. Beale to place his shares ina voting trust and 120 days to complete the sale, the Department finds the requested time frames tobe reasonable. The Department notes that while ADI has taken preliminary measures to insulate the company from any influence or undue control by Mr. Beale, his continued ownership interest still presents an issue with respect to ADI's fitness. Accordingly, based on the information provided by ADI, itisthe Department's intention to defer further action within the timeframe ADI has requested, to allow Mr. Beale tosell his shares and allow the company to provide updated fitness information. With respect tothe safety of ADI's operations, the Department wishes to clarify that ADI's safety was notin question ora factor inthe Department's review. Thank you for your cooperation inthis matter. Ifyou have any questions regarding this letter or the requested information, please feel freeto contact Catherine O'Toole ofmy staffat (202) 366- 9998.Sincerely,La aly Chie,Air Carrier Fitness Division Office of Aviation Analysis cc: Docket DOT-OST-2014-0114 Mr. Alton Clamp Federal Aviation Administration Atlanta CM0-65 3INFORMATION REQUEST AERODYNAMICS INCORPORATED 1. Please provide an explanation and copy ofall written agreements anda summary ofall oral agreements between ADI and/or entities in which itis affiliated, and Mr. Scott Beale and/or entities of which heis affiliated. 2. Please provide an explanation and copy ofall written agreements anda summary ofall oral agreements between Mr. Scott Beale and/or ADI and/or entities in which either are affiliated, and theair carrier's proposed board members and/or entities of which any proposed board member is affiliated? 3. Please describe any blood, family, or legal relationships between Scott Beale and any proposed board members. 4. Regarding the proposed Voting Trust and proposed trustee: a. Please provide an explanation and copy ofall written agreements anda summary ofall oral agreements between Mr. Scott Beale and/or ADI and/or entities in which either are affiliated and the proposed trustee. Moreover, please describe any blood, family, or legal relationships that exist between Mr. Scott Beale and the proposed trustee. b. Please provide citizenship certification forthe proposed trustee. c. Please provide the compliance information forthe proposed trustee pursuant to 14 CFR 204.3 (1), (m), (o), (p), and (q)ofour rules. 5. Please describe the process and criteria used to select Mr.F. Darrell Richardson as ADI's President. 6. Please describe the relationship between ADI and Business Aircraft Group, Inc. 7. Please clarify whether ADI's request for30 days foritto place Mr. Beale's shares ina trust and 120 days for the completion ofthe sale of these shares is meant tobe concurrent or consecutive days. The information provided pursuant tothis Information Request should be accompanied bythe following certification:The contents ofthis application and the attached exhibit (s)are true and correct tothe best ofmy knowledge and belief. Pursuant to Title 18 United States Code Section 1001, I[the individual signing the application, who shall bea principal owner, senior officer, or internal counsel ofthe applicant], inmy individual capacity andasthe authorized See Response to Show Cause Order 2015-1-6 at4. ADI's proposed Board of Directors are Messrs. F. Darrell Richardson, Mickey Bowman, Kenneth Swieter, and Donald Greeson.2 representative ofthe applicant, have notinany 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 ofthe application. I understand that an individual whois found to have violated the provisions of18 U.S.C section 1001 shall be fined or imprisoned not more than five years, or both.