# 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 anda summary ofall oralagreements between AD! and/orentities in which itis affiliated, and Mr. ScottBeale and/orentities ofwhich 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 ofall oral agreements between Mr. Scott Beale and/orAD! and/or entities in which either are affiliated, and the air carrier's proposed board members and/orentities ofwhich anyproposedboardmemberis 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 andanyproposedboardmembers. 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).

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### 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 whetherAD/'s request for 30 days for it to place Mr. Beale's shares in a trust and 120 days for the completion ofthe sale ofthese shares is meant to be concurrent orconsecutive 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 ofADI 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.

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### cc: Catherine O'Toole

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### 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, makethe following Declaration: 

### 1. I make this Declaration in response to the Department ofTransportation'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 ofthe Board and board member ofeach ofthe Companies, having resigned those positions onJanuary 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 ofFebruary 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 ofthe Members ofthe Boards of Directors ofthe Companies, namely Darrell Richardson, Mickey Bowman, Kenneth Swieter, and Donald Greeson, nor with any entities with which any such board memberis affiliated. [IRNo.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 ofADT'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 v47. 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 ofperjury 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 2State COUNTY OF ASSIGNMENTAND ASSUMPTION OFLEASE AGREEMENT THIS ASSIGNMENTANDASSUMPTION OFLEASE AGREEMENT (the "Agreement")is made as of Qecember

**~(.)15** by andbetween

**~~,~~~~~~~~~!:'L!~~** 

### C

Assignors") and ("Assignees"). STATEMENTOFPURPOSE Assignoris thecurrentLandlordunderthatcertain Lease Agreementdated (the "Lease") with Landmark Centre,Ltd. ("Lessor"), demising the premises located at_25700 Science Park Drive, Suite 210, Beachwood, Ohio 44122 andmoreparticularly describedin the Lease (the "Premises"); Assignor desires to assign to Assignee all ofits right, title andinterestunder the Lease, and Assignee desires to assume the Assumed Obligations (as hereindefined). NOW, lT:IEREFORE, in consideration ofthe agreements containedherein and other good and valuable consideration, receiptand adequacy ofwhich arehereby acknowledged, the hereto agree as follows:

1. Effective as of (the"Assignment CommencementDate"), Assignordoeshereby assign, transfer, and setover untoAssignee all of theright, title andinterestofAssignorin, to and undertheLease as hereinmodified. Assignor, simultaneouslyherewith, assigns to Assignee, all ofAssignor's right, title, and interestin and to theleasehold improvementsand all remaining tangible personalproperty (ifany) locatedinthe RemainderPremises (as hereinafterdefined) including, withoutlimitation, equipment,office supplies,furniture andfixtures (collectively, the"Assigned Property"). Assignee hereby assumes and accepts the foregoing assignments on the termsand setforth herein and, effective upon the AssignmentCommencementDate (as defined), Assignee assumes and agrees to keep, observe andperform all ofthe terms, agreements, conditions and obligations ofthe Lease on the partofthe Assignor to be kept, observed and performed, including, withoutlimitation, thepaymentofall costs, paymentsand charges which accrue after the datehereof (collectively, the "Assumed Obligations"), with the sameforce andeffectas ifthe Assignee insteadofAssignor had signedthe and agrees thatitshall from and after the Assignment beliable to Landlord and its respective successors and assigns, for any failure to keep, observe orperform the same. Assignor and Assignee, by their executionbelow, dohereby acknowledge theirjointand liability to Landl.ord under the Lease, and agree and acknowledge thattheirjointand liability to Landlordthereunderis notwaived, discharged, modified, released, amended by the described herein exceptashereinafter setforth.Notwithstanding the assignmentofthe Lease to Assignee or anything to the contraryin the Assignor shall fully liable during the unexpired Term ofthe Leasefor the obligations ofTenantthereunder. 2. Assignee agrees to indemnify, defend and holdharmless Assignor and all its affiliates, subsidiaries, related corporations, related partnerships, officers, directors, employees and agents from and againstany and all liabilities, claims, suits, actions, losses, damages, penalties,costs and expenses (including, withoutlimitation, attorneys' fees and disbursements) due to or arising out of orrelated to Assignee's use, possession or occupancy ofthe Premises and/orthe Assigned Property, the exercise ofanyrights withrespectto the Lease, the Premises and/orthe Assigned Property and/or anyfailure to keep, observe and perform the Assumed Obligations withrespect to any periodfrom and after the date ofthis Agreement. 3. Assignor agrees to indemnify, defend and hold harmless Assignee and all its affiliates, subsidiaries, relatedcorporations, related partnerships, officers, directors, employees and agentsfrom and againstany andall liabilities, claims, suits, actions, losses, damages, penalties, costs and expenses (including, withoutlimitation, attorneys' fees and disbursements) due to or arising outof orrelated to Assignee's use, possession or occupancy ofthe Premises and/or the AssignedProperty, the exercise ofanyrights withrespectto the Lease, the Premises and/orthe AssignedProperty and/or any failure to keep, observe and performthe terms, covenants, agreements, conditions and obligations ofthe Lease onthe partofthe Assignor to be kept, observed and performed withrespect to any periodpriorto the date ofthis Agreement. 4. This Agreement shallbindand inure to thebenefitofAssignor, Assignee, and theirrespective successors and assigns. 5. Assignorrepresents and warrants thatthe Lease iscurrentlyinfullforce and effect and constitutes the entire agreementbetweenLessor and Assignor. The copy ofthe Lease attachedhereto as Exhi.l::JitA. is a true and correctcopy ofthe Lease and all amendments, supplements and modifications thereof. 6. This Agreementmaybeexecutedin one ormore counterparts, eachofwhich shallbe deemed an originalhereofand all ofwhich shallbe considered one and the same instrument.

-SIGNATUREPAGE FOLLOWS-

### IN WITNESS WHEREOF, the partiesheretohave executed thisAgreementunderseal as ofthe date writtenabove.
ASSIGNOR:

**Bu~iness**



### ASSIGNEE:THE LEASE FULLY EXECUTED COPY ONFILE WITH LANDMARKCENTRE, 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 ofADI, 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 ofthe 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 ofperjury that the foregoing is true and correct. Executed on this 

### 17 day ofFebruary 2015.

1

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### 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 orany 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]


### 1declare



### und~r penalty ofperjury that the



### fo,r776i~}s)rue and correct. dayofFebruary20b. ,' / .{

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### Executed on this 1 

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**Mick~y**

### Bowman



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### 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]

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### 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 ofAerodynamics 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. ScottBeale or any entities with which Mr. Beale is affiliated. [IRNo. 2] 4. I do nothave any blood, family or legal relationships with Mr. Scott Beale. [IR No. 3]
I declare underpenalty ofperjury that the foregoing is tme a Executed on this 1 7 dayofFcbruary 2015. 

# J ·

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# EXHIBIT ADI-R-3CERTIFICATION
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 Officerand President Aerodynamics lncorporatedDated: February 20, 2015