Hogan 

Lovells 

February 20, 2015 

Lauralyn Remo, Chief 

Air Carrier Fitness Division 

U.S. Department of Transportation 

1200 New Jersey Avenue, SE 

Washington, DC 20590 

Hogan Lovells US LLP 

Columbia Square 

555 Thirteenth Street, NW 

Washington, DC 20004 

T +1 202 637 5600 

F +1 202 637 5910 

www. hoganlovells.com 

Re: Aerodynamics Incorporated (Docket DOT -OST -2014-0114) 

Dear Ms. Remo: 

This letter and the accompanying exhibits respond to the Department's Letter and 

Information Request, dated February 13, 2015, regarding Aerodynamics Incorporated. 

Confidential treatment is requested for certain of the attachments provided with Mr. 

Scott Beale's Declaration. This letter also briefly addresses an anonymous, 

unsubstantiated claim, posted to regulations.gov on February 17, 2015, concerning Mr. 

Beale. 

Information Request No. 1. Please provide an explanation and copy of all written 

agreements and a summary of all oral agreements between AD! and/or entities in which 

it is affiliated, and Mr. Scott Beale and/or entities of which he is affiliated. 

Please see Declaration of Mr. Beale, attached as Exhibit ADI-R-1. 

Information Request No. 2. Please provide an explanation and copy of all written 

agreements and a summary of all oral agreements between Mr. Scott Beale and/or AD! 

and/or entities in which either are affiliated, and the air carrier's proposed board 

members and/or entities of which any proposed board member is affiliated. 

Please see Declarations of Mr. Beale (attached as Exhibit ADI-R-1) and of Mr. 

Richardson, Mr. Bowman, Mr. Swieter, and Mr. Greeson (attached as Exhibit ADI-R-2). 

Information Request No. 3. Please describe any blood, family, or legal relationships 

between Scott Beale and any proposed board members. 

Please see Declarations of Mr. Beale (Exhibit ADI-R-1) and of Mr. Richardson, 

Mr. Bowman, Mr. Swieter, and Mr. Greeson (attached as Exhibit ADI-R-2). 

\\DC · 065480/000002 6418644 v3 1 
Information Request No. 4. Regarding the proposed Voting Trust and proposed 

trustee. 

Mr. Beale is in the process of obtaining an appropriate trustee for the proposed 

voting trust for his ownership interests. Once such a trustee is identified, the detailed 

information sought in this Information Request No.4 will be provided to the Department. 

Information Request No. 5. Please describe the process and criteria used to select Mr. 

F. Darrell Richardson as AD/'s President. 

Please see Declarations of Mr. Beale and Mr. Richardson, attached as Exhibit 

ADI-R-1 and Exhibit ADI-R-2, respectively. 

Information Request No. 6. Please describe the relationship between AD/ and 

Business Aircraft Group, Inc. 

Please see Declaration of Mr. Beale, attached as Exhibit ADI-R-1. 

Information Request No. 7. Please clarify whether AD/'s request for 30 days for it to 

place Mr. Beale's shares in a trust and 120 days for the completion of the sale of these 

shares is meant to be concurrent or consecutive days. 

ADI expects that these two time periods (30 days for placement in a voting trust 

and 120 days for sale of ownership interest) would run concurrently. 

Anonymous Comment, posted to this Docket on February 17, 2015. 

An anonymous comment was posted to regulations.gov on February 17, 2015, 

claiming that Mr. Beale "[met] and negotiate[d] the terms of a flight services contract 

with a NASCAR team in February 2015". We have been advised by Mr. Richardson, 

ADI's CEO, President and Chairman, that the allegation is false. Upon Mr. Beale's 

resignation from the Companies on January 26, 2015, Mr. Richardson, ADI's new CEO, 

President, and Chairman, and ADI's Manager of Charter Sales, assumed all 

responsibilities for sales and contract negotiations and Mr. Beale has played no role in 

any contract negotiations. Mr. Beale travelled to Charlotte with Mr. Richardson for the 

sole purpose of introducing Mr. Richardson as the new CEO and President of ADI at a 

lunch with a NASCAR team's CFO. There were no contract negotiations conducted 

with that team at that lunch or at any time thereafter. 

Certification. A certification for this submission is attached as Exhibit ADI-R-3. 

\\DC - 065480/000002 6418644 v3 2 
cc: Catherine O'Toole 

\\DC - OG5480/000002 - G4!8G44 v3 

Robert E. Cohn 

Patrick R. Rizzi 

HOGAN LOVELLS US LLP 

Columbia Square 

555 Thirteenth Street, NW 

Washington, DC 20004 

Telephone: (202) 637-4999/-5659 

Counsel for 

AERODYNAMICS INCORPORATED 

3 
EXHIBIT ADI-R-1 
DECLARATION OF SCOTT BEALE 

I, Scott Beale, make the following Declaration: 

1. I make this Declaration in response to the Department of Transportation's Information 

Request ("IR"), dated February 13,2015. 

2. I am currently the sole ovvner of the limited liability company interests of Aviation 

Capital Patiners, LLC ("Aviation Capital"), the ultimate parent of Aerodynamics 

Incorporated ("ADI'') m1d ADI Holdings Company, Inc. ("ADf Holdings"), (collectively, 

''the Companies"). I am the former President, CEO, Chairman of the Board and board 

member of each of the Companies, having resigned those positions on January 26,2015. 

3. Except for my interest in Aviation Capital, that entity's Limited Liability Operating 

Agreement, my commitment to sell my ownership interest in Aviation Capital and, 

pending the sale, to place my ownership interest in Aviation Capital into a voting trust 

(previously described in ADI's Response of February 5, 20 15), I, Scott Beale personally, 

do not have any written or oral agreements between myself and ADI, ADI Holdings, 

Aviation Capital Partners or any entities with which they arc affiliated. [IR No. 1] I 

enclose a copy of the LLC Operating Agreement with this Declaration. Confidential 

treatment is requested for this Agreement. 

4. Excluding any employment, consultant or other agreements that I may have signed on 

behalf of ADI, as the CEO, President or Chairman of ADI, prior to my resignation on 

January 26, 2015, I, Scott Beale personally, do not have any written or oral agreements 

between myself and any of the Members of the Boards of Directors of the Companies, 

namely Darrell Richardson, Mickey Bowman, Kenneth Swieter, and Donald Greeson, nor 

with any entities with which any such board member is affiliated. [IR No.2] 

5. I do not have any blood, family or legal relationships with Mr. Richardson, Mr. Bowman, 

Mr. Svvieter or Mr. Greeson. [IR No. 3] 

6. The process and criteria for hiring Mr. Richardson are described as follows: In 

November 2014, as then-CEO of ADI, I needed an experienced manager to assist and 

oversee the proposed start-up of scheduled passenger operations by AD I. The lessor of 

certain of ADT's Embraer regional jet aircraft recommended to me Mr. Richardson as a 

person with significant and successful senior management experience at airlines and ADI 

retained Mr. Richardson as a consultant to assist in the stati-up of ADI's proposed 

scheduled operations. I had no prior dealings with Mr. Richardson. In response to the 

Department's Show Cause Order issued on January 22, 2015, it was decided that a new 

CEO, President, and Chairman the Board was needed to replace me, and Mr. 

Richardson was selected given his substantial airline management experience and related 

aviation credentials. [IR No. 5] 

1 

'\DC OGC\4Sili000002 6417.'\48 v4 
7. Except as noted below, there 1s no cunent relationship between AD! and Business 

Aircraft Group, lnc.[IR No. 6] : 

a. ADI and Business Aircraft Group have signed an Assignment and Assumption of 

Lease Agreement related to office space in Beachwood, Ohio, pursuant to which 

the Lease previously issued to Business Aircraft Group was assigned to ADI. 

That Agreement is being provided with this Declaration. 

I declare under penalty of perjury that the foregoing is true and conect. Executed on this 

19th day ofFebruary 2015. 

2 
Attachment 1 
Operating Agreement 

for Aviation Capital Partners, LLC 

CONFIDENTIAL TREATMENT REQUESTED 

UNDER SECTION 302.12 
Attachment 2 
State 

COUNTY OF 

ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT 

THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (the 

"Agreement") is made as of Qecember ~(.)15 by and between ~~,~~~~~~~~~!:'L!~~ C Assignors") and ("Assignees"). 

STATEMENT OF PURPOSE 

Assignor is the current Landlord under that certain Lease Agreement dated 

(the "Lease") with Landmark Centre, Ltd. ("Lessor"), demising the premises 

located at _25700 Science Park Drive, Suite 210, Beachwood, Ohio 44122 and more particularly 

described in the Lease (the "Premises"); 

Assignor desires to assign to Assignee all of its right, title and interest under the Lease, 

and Assignee desires to assume the Assumed Obligations (as herein defined). 

NOW, lT:IEREFORE, in consideration of the agreements contained herein and other 

good and valuable consideration, receipt and adequacy of which are hereby acknowledged, 

the hereto agree as follows: 

1. Effective as of (the" Assignment 

Commencement Date"), Assignor does hereby assign, transfer, and set over unto Assignee all of 

the right, title and interest of Assignor in, to and under the Lease as herein modified. Assignor, 

simultaneously herewith, assigns to Assignee, all of Assignor's right, title, and interest in and to 

the leasehold improvements and all remaining tangible personal property (if any) located in the 

Remainder Premises (as hereinafter defined) including, without limitation, equipment, office 

supplies, furniture and fixtures (collectively, the" Assigned Property"). 

Assignee hereby assumes and accepts the foregoing assignments on the terms and 

set forth herein and, effective upon the Assignment Commencement Date (as 

defined), Assignee assumes and agrees to keep, observe and perform all of the 

terms, agreements, conditions and obligations of the Lease on the part of the 

Assignor to be kept, observed and performed, including, without limitation, the payment of all 

costs, payments and charges which accrue after the date hereof (collectively, the 

"Assumed Obligations"), with the same force and effect as if the Assignee instead of Assignor 

had signed the and agrees that it shall from and after the Assignment 

be liable to Landlord and its respective successors and assigns, for any 

failure to keep, observe or perform the same. 

Assignor and Assignee, by their execution below, do hereby acknowledge their joint and 

liability to Landl.ord under the Lease, and agree and acknowledge that their joint and 

liability to Landlord thereunder is not waived, discharged, modified, released, amended 

by the described herein except as hereinafter set forth. 
Notwithstanding the assignment of the Lease to Assignee or anything to the contrary in 

the Assignor shall fully liable during the unexpired Term of the Lease for 

the obligations of Tenant thereunder. 

2. Assignee agrees to indemnify, defend and hold harmless Assignor and all its 

affiliates, subsidiaries, related corporations, related partnerships, officers, directors, employees 

and agents from and against any and all liabilities, claims, suits, actions, losses, damages, 

penalties, costs and expenses (including, without limitation, attorneys' fees and disbursements) 

due to or arising out of or related to Assignee's use, possession or occupancy of the Premises 

and/ or the Assigned Property, the exercise of any rights with respect to the Lease, the Premises 

and/ or the Assigned Property and/ or any failure to keep, observe and perform the Assumed 

Obligations with respect to any period from and after the date of this Agreement. 

3. Assignor agrees to indemnify, defend and hold harmless Assignee and all its 

affiliates, subsidiaries, related corporations, related partnerships, officers, directors, employees 

and agents from and against any and all liabilities, claims, suits, actions, losses, damages, 

penalties, costs and expenses (including, without limitation, attorneys' fees and disbursements) 

due to or arising out of or related to Assignee's use, possession or occupancy of the Premises 

and/ or the Assigned Property, the exercise of any rights with respect to the Lease, the Premises 

and/ or the Assigned Property and/ or any failure to keep, observe and perform the terms, 

covenants, agreements, conditions and obligations of the Lease on the part of the Assignor to be 

kept, observed and performed with respect to any period prior to the date of this Agreement. 

4. This Agreement shall bind and inure to the benefit of Assignor, Assignee, and 

their respective successors and assigns. 

5. Assignor represents and warrants that the Lease is currently in full force and 

effect and constitutes the entire agreement between Lessor and Assignor. The copy of the Lease 

attached hereto as Exhi.l::JitA. is a true and correct copy of the Lease and all amendments, 

supplements and modifications thereof. 

6. This Agreement may be executed in one or more counterparts, each of which 

shall be deemed an original hereof and all of which shall be considered one and the same 

instrument. 

-SIGNATURE PAGE FOLLOWS-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as 

of the date written above. 

ASSIGNOR: Bu~iness 

ASSIGNEE: 
THE LEASE 

FULLY EXECUTED COPY ON FILE WITH 

LANDMARK CENTRE, Ltd. 

AERODYNAMICS, INC. 

BUSINESS AIRCRAFT GROUP, INC 
EXHIBIT ADI-R-2 
DECLARATION OF F. DARRELL RICHARDSON 

I, Darrell Richardson, make the following Declaration: 

1. I make this Declaration in response to the Department of Transportation's Information 

Request ("IR"), dated February 13,2015. 

I am CEO, President, and Chairman of the Boards of Aerodynamics Incorporated 

("ADI"), ADI Holdings Company, Inc. ("ADI Holdings"), and Aviation Capital Partners. 

LLC ("Aviation Capital") (collectively, "the Companies"), having been appointed to 

those positions on January 26, 2015. 

3. Neither I nor any entity with which I am affiliated has any written or oral agreements 

with Mr. Scott Beale or any entities with which Mr. Beale is affiliated. [IR No. 2] 

4. I do not have any blood, fan1ily or legal relationships with Mr. Scott Beale. [IR No.3] 

5. Beginning in November 2014, I began working as a consultant to ADI with respect to its 

proposed launch of scheduled passenger service. As described in my resume and key 

employee questionnaire (submitted with the Response of ADI, dated February 5, 2015), I 

have significant senior management experience at airlines. I had no prior dealings with 

Mr. Beale. In response to the Department's Show Cause Order issued on January 22, 

2015, it was decided that a new CEO, President, and Chairman of the Board for each of 

the Companies was needed to replace Mr. Beale. I was appointed to those positions. [IR 

No.5] 

I declare under penalty of perjury that the foregoing is true and correct. Executed on this 17 

day of February 2015. 

1 

DC OG5480i000002 G4!7714 v l 
DECLARATION OF MICKEY BOWMAN 

I, Mickey Bowman, make the following Declaration: 

1. I make this Declaration in response to the Department of Transportation's Infonnation 

Request ("IR"), dated february 13, 2015. 

2. I am a Member of the Boards of Aerodynamics Incorporated ("ADI"), ADI Holdings 

Company, Inc. ("ADI Holdings"), and Aviation Capital Partners, LLC ("Aviation 

Capital") (collectively, "the Companies"), having been appointed to those positions on 

January 26, 2015. I am also Vice President for Airline Services at ADI. 

3. Neither I nor any entity with which I am affiliated has any written or oral agreements 

with Mr. Scott Beale or any entities with which Mr. Beale is affiliated. [IR No. 2] 

4. I do not have any blood, family or legal relationships with Mr. Scott Beale. [IR No. 3] 

1 declare und~r penalty of perjury that the fo,r776i~ }s)rue and correct. 

dayofFebruary20b. ,' / .{ ~~- ..-7,_, 

1-,A.,f<.{.:..::~~ "' .. '"'' 

Executed on this 1 7 

Mick~y Bowman 

1 

\\DC- 065480/000002 - 6417712 vi 
DECLARATION OF KENNETH SWIETER 

I, Kenneth Swieter, make the following Declaration: 

1. I make this Declaration in response to the Department of Transportation's Information 

Request ("IR"), dated February 13,2015. 

2. I am a Member of the Boards of Aerodynamics Incorporated ("ADI"), ADI Holdings 

Company, Inc. ("ADI Holdings"), and Aviation Capital Partners, LLC ("Aviation 

Capital") (collectively, "the Companies"), having been appointed to those positions on 

January 26, 2015. 

3. Neither I nor any entity with which I am affiliated has any written or oral agreements 

with Mr. Scott Beale or any entities with which Mr. Beale is affiliated. [IR No. 2] 

4. I do not have any blood, family or legal relationships with Mr. Scott Beale. [IR No. 3] 

1 

'·,oc . oso.t6otoooooz . 64 J 77oB v J 
DECLARATION OF DONALD GREESON 

I, Donald Greeson, make the following Declaration: 

I. I make this Declaration in response to the Department of Transportation's Infonnation 

Request ("IR"), dated Febmary 13, 2015. 

2. I am a Member of the Boards of Aerodynamics Incorporated ("ADI"), ADI Holdings 

Company, Inc. ("ADI Holdings"), and Aviation Capital Partners, LLC ("Aviation 

Capital") (collectively, "the Companies"), having been appointed to those positions on 

January 26, 2015. 

3. Neither I nor any entity with which I am affiliated has any written or oral agreements 

with Mr. Scott Beale or any entities with which Mr. Beale is affiliated. [IR No. 2] 

4. I do not have any blood, family or legal relationships with Mr. Scott Beale. [IR No. 3] 

I declare under penalty of perjury that the foregoing is tme a Executed on this 1 7 

day ofFcbruary 2015. J · :,t~· 
EXHIBIT ADI-R-3 
CERTIFICATION 

Pursuant to title 18 United States Code section 1001, 1, F. Darrell 

Richardson, in my individual capacity and as the authorized representative of the 

applicant, have not in any manner knowingly and willfully falsified, concealed or 

covered up 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, firing or prosecution of this Response and its Exhibits. On the 

basis of and relying on the sworn declarations, these Responses to the 

Department's Information Requests are true and correct to the best of my 

knowledge and belief. I understand that an individual who is found to have violated 

the provisions of 18 U.S.C. section 1001 shall be fined nor more than $10,000 or 

imprisoned not more than five years, or both. 

F. Darrell Richardson 

Chief Executive Officer and President 

Aerodynamics lncorporatedDated: 

February 20, 2015