DICKSTEIN s HAp I ROLLP 

1825 Eye Street NW I Washington, DC 20006~5403 

TEL (202) 420-2200 I FAX (202) 420~2201 [ dicksteinshapiro.com 

November 6, 2008 

CONTAINS CONFIDENTIAL INFORMATION 

DO NOT DISCLOSE 

VIA E-MAIL AND FEDERAL EXPRESS 

William Wagner, Esq. 

United States Department of Transportation 

Office of the Secretary of Transportation 

Office ofthe General Counsel 

Aviation Enforcement and Proceedings 

1200 New Jersey Avenue, S.E. 

Washington, DC 20590 

Re: VIH Aviation Group 

Dear Mr. Wagner: 

We are providing you the information in this letter to supplement the information contained in 

our letter to you of June 20, 2008 in response to your office's letter dated April 24, 2008 

(received May 14, 2008) to VIH Aviation Group, regarding certain air service operations in the 

Gulf of Mexico that are alleged to have been conducted by VIH Aviation Group, Ltd. 

("VIHAG"), Cougar Helicopters, Inc. ("Cougar") or VIH Cougar Helicopters, Inc. ("VIH 

Cougar") (collectively the "VIH Parties") between January I, 2007 and April, 2008. 

In providing this letter and information (including the enclosed letter and documents), none of 

the VIH Parties waive their corporate attorney-client and work product privileges. Moreover, we 

request that all of these documents be treated as confidential and exempt from disclosure under 

the Freedom oflnformation Act, 5 U.S.C. § 552(b), and other disclosure statutes, and that the 

documents be used only for purposes of evaluating the issues raised in this matter. 

In our letter to you of June 20, 2008 we provided you with background information regarding the 

structure and ownership ofVIHAG and VIH Cougar. We are now writing to inform you of 

proposed changes to the ownership ofVIHAG and VIH Cougar. 

Washington, DC I New York, NY I Los Angeles, CA 
DICKSTEIN s HAp I ROLLP 

William Wagner 

U.S. Department ofTransportation 

November 6, 2008 

Page 2 

VIH Aviation Group Ltd. Information Update 

VIHAG is a corporation organized under the laws of British Columbia, Canada, with its principal 

place of business in Victoria, British Columbia, Canada. Mr. Kenneth Norie, a Canadian and 

also a resident of Victoria, British Columbia, owns all of the voting and equity interests in 

VIHAG indirectly through his holding company, Kenlor Investments Ltd. ("Kenlor"). Mr. Norie 

is the sole director and the president of VIHAG. 

In May 2007, VIHAG engaged Scotia Capital Inc. ("Scotia Capital"), an investment bank 

wholly-owned by the Bank ofNova Scotia, to canvass potential investors to finance VIHAG's 

growth initiatives. In the course of its canvass of potential investors, Scotia Capital approached 

over 50 potential investors in Canada and the United States, and received several expressions of 

interest. As a result of this process, VIHAG received a proposal from Charlesbank Capital 

Partners LLC ("Charlesbank") of Boston, Massachusetts to finance VIHAG's planned expansion 

by providing equity capital, management and additional business expertise. Charles bank is a 17-

year old private equity firm that has a proven track record of investing over $1.7 billion in more 

than 50 companies. The investment will be made, indirectly, by Charlesbank Equity Fund VI, 

Limited Partnership and certain other related investment funds affiliated with, and managed by, 

Charles bank. The limited partners of the investment funds are pension funds, university 

endowment funds and private investors, primarily organized and resident in the United States. 

Negotiations with Charlesbank extended over the summer of2008, and on September 23, 2008, 

Kenlor, Kenneth Norie, VIHAG and CB-VIH Acquisition B.V. (the "Charlesbank investor"), a 

Dutch limited liability company formed by Charles bank for the purpose of the transaction, 

entered into an agreement (the "Investment Agreement") for the proposed investment in VIHAG 

by the Charlesbank investor. 

Pursuant to the Investment Agreement: 

• The Charlesbank investor is to invest up to approximately $60.1 million in preferred shares 

and voting shares ofVIHAG, resulting in the acquisition by the Charlesbank investor, of a 

minority interest in VIHAG consisting of approximately 25% of the voting shares of, and 

approximately 49% of the equity interests in, VIHAG. Kenneth Norie will continue to own, 

indirectly through Kenlor, 75% of the voting shares of, and a 51% equity interest in, VIHAG. 

Concurrently with the completion of the transactions contemplated by the Investment 

Agreement, and as a condition to the completion of such transactions, VIHAG is to obtain 

new debt facilities from arms' length institutional lenders to finance its operations, capital 

assets and growth. 

DSMDB.2523443.02 
DICKSTEIN s HAp I ROLLP 

William Wagner 

U.S. Department of Transportation 

November 6, 2008 

Page 3 

• The Charlesbank investor, Kenlor, and Kenneth Norie are to enter into a shareholders 

agreement in respect of their respective interests in VIHAG. 

• The completion of the transactions contemplated by the Investment Agreement is also subject 

to confirmations from the pertinent Canadian regulatory agency (the Canadian Transportation 

Agency or "CT A") to the effect that the transaction will not affect the licenses held by 

VIHAG related to the operation of aircraft in Canada. Appropriate application has been 

made to the CT A. 

• If the conditions to the transaction are satisfied, the transaction is expected to be completed in 

early 2009. 

After completion of the transactions contemplated by the Investment Agreement, VIHAG will 

continue its current status of not being an air carrier, and not being engaged in the performance 

of air services, in the United States. 

Charlesbank (through CB-VIH Cougar Holdings LLC, a wholly-owned Delaware limited 

liability company) has also agreed to purchase the majority (76%) interest in VIH Cougar from 

VIH Western LLC. CB-VIH Cougar Holdings LLC is a U.S. Citizen. This purchase is to be 

made pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement") between CBVIH Cougar Holdings LLC and VIH Western LLC. The closing of the purchase of the 76% 

interest in VIH Cougar is subject to the closing of the transaction contemplated by the 

Investment Agreement and is to be completed contemporaneously with the completion of the 

transactions contemplated by the Investment Agreement. On closing, CB-VIH Cougar Holdings 

LLC and VIH Helicopters USA, Inc., the holder of24% ofthe shares ofVIH Cougar, will enter 

into a shareholders agreement in respect of their respective interests in VIH Cougar. 

VIH Cougar Information Update 

VIH Cougar is an Idaho corporation that was formed on January 5, 1995, and was previously 

known as Western Airways, Inc. William Steeper, a U.S. citizen, is the sole director and the 

president ofVIH Cougar. VIH Western, LLC owns 76 common shares (76%) and VIH 

Helicopters USA, Inc. ("VIHUSA") owns 24 common shares (24%) ofVIH Cougar. VIH 

Cougar is a U.S. air carrier authorized to conduct Part 133 VFR external load operations 

. (Certificate No. KHSL958J, see Tab 1 of June 20, 2008 submission) and VFR helicopter flights 

transporting internal cargo and passengers (fewer than 10 passengers) pursuant to Part 135 

authority (Certificate No. KHSA958J, see id). On October 28, 2008 VIH Cougar Helicopters 

Inc. received FAA approval for a Part 135, 10 or more passenger, day and night VFR flight, 

Operations Specification for the Sikorsky S61 helicopter, together with the FAA's approval of a 

DSMDB.2523443 02 
DICKSTEIN s HAP I ROLLP 

William Wagner 

U.S. Department of Transportation 

November 6, 2008 

Page4 

new General Operations Manual, General Maintenance Manual, Training Manual, and related 

ancillary manuals. 

VIH Western LLC is a limited liability company organized under Idaho law that serves as a 

holding company and is not an air carrier. Mr. Steeper is the sole director, president and owner 

ofVIH Western LLC. VIHUSA is an Idaho corporation that serves as a holding company. 

VIHUSA owns aircraft and aircraft support facilities and is not an air carrier. Mr. Steeper and 

Mr. Norie are the directors of VIHUSA, and Mr. Norie is its president. VIHUSA is owned 100% 

byVIHAG. 

VIH Cougar has provided the Federal Aviation Administration Flight Standards District Office 

in Seattle, Washington with advance notice of the changes in ownership of VIH Cougar flowing 

from the Stock Purchase Agreement. VIH Cougar is, and after the closing of the transaction 

contemplated by the Stock Purchase Agreement, will be, in compliance with the Title 49 U.S.C. 

§ 40102(a)(l5) definition of U.S. citizenship and the U.S. citizenship requirement found in Title 

14 C.F.R. Part 119.33. The proposed changes to the majority shareholder and the directors of 

VIH Cougar will not alter the status ofVIH Cougar as a U.S. citizen, as its new majority 

shareholder (CB-VIH Cougar Holdings LLC) will own 76% ofthe voting stock and is a U.S. 

citizen, two-thirds of its Board of Directors will be U.S. citizens, and its managing officers will 

continue to be U.S. citizens. Further information regarding that transaction is set forth in the 

letter dated November 6, 2008 from VIH Cougar to the FAA FSDO in Seattle, a copy of which is 

enclosed hereto as Exhibit A. Copies of the Stock Purchase Agreement pertaining to VIH 

Cougar and the Investment Agreement pertaining to VIHAG are included as attachments to the 

FAA letter. 

Please let us know if there is further information you require. Thank you for your attention to 

this matter. 

!JJ:tAJd Jy 

David M. Nadler ¥ I 

David Y. Yang 

(202) 420-2281 (direct dial) 

(202) 420-2201 (fax) 

nadlerd@dicksteinshapiro.com 

Counsel to VIH Aviation Group 

DSMDB.2523443.02 
DICKSTEINSHAPI ROLLP 

William Wagner 

U.S. Department of Transportation 

November 6, 2008 

Page 5 

Enclosure 

DSMDB.2523443.02 
EXHIBIT A 

FILED CONFIDENTIAL