Order 2011

- 8

- 4

Served: August 3, 2011

U N I T E D S

T A T E S O F A

M E R I C A D E P A R T M E N T O F T R A N S P O R T A T

I O N UNITED STATES OF AMERICA
DEPARTMENT OF TRANSPORTATION
OFFICE OF THE SECRETARY WASHINGTON, D.C.

Issued by the Department of Transportation

on the 3 rd day of August , 201 1

Application of

PAPILLON AIRWAYS, INC. d/b/a PAPILLON GRAND CANYON

HELICOPTERS d/b/a GRAND CANYON HELICOPTERS

for a certificate of public convenience and necessity under 49 U.S.C. 41102 to engage in interstate scheduled air

trans portation of persons, property, and mail Docket DOT

- OST

- 2011

- 0062

ORDER ISSUING INTERSTATE CERTIFICATE AUTHORITY

Summary

By this order, we (1) find that Papillon Airways, Inc. d/b/a Papillon Grand Canyon Helicopters d/b/a Grand Canyon Helicopters (“Papillon”) is fit, willing, and able to provide interstate scheduled air transportation of persons, property , and mail; and (2) issue it a certificate of public convenience and necessity authorizing such operations, subjec t to conditions.

Background

Section 41102 of Title 49 of the United States Transportation Code (“the Transportation Code”) directs us to determine whether applicants for certificate authority to provide interstate scheduled air transportation are “fit, willing, and able” to perform such transportation, and to comply with the Transportation Code and the regulations of the Department. In making fitness findings, the Department uses a three

- part test that reconciles the Airline Deregulation Act's liberal e ntry policy with Congress' concern for operational safety and consumer protection. The three areas of inquiry that must be addressed in order to determine a company's fitness are whether the applicant (1) will have the managerial skills and technical abil ity to conduct the proposed operations; (2) will have access to resources sufficient to commence operations without po sing

an undue risk to consumers or their funds ; and (3) will comply with the Transportation Code and regulations imposed by Federal and St ate agencies. We must also find that the applicant is a

U.S. citizen.2

On March 22, 2011

, Papillon filed an application in Docket DOT

- OST

- 20 11

- 0062 r equesting a certificate to engage in interstate scheduled air transportation of persons, property, and m ail. Papillon accompanied its application with the fitness information required by section 204.3 of our regulations. Papillion state d in its application that it is seeking certificate authority for corporate and state tax purposes and that the ther e will not be any changes in its operations following the acquisition of certificate authority.

As discussed in this order, we have reviewed the information the applicant provided in support of

its fitness and conclude that Papillion is a U.S. citizen and that it is fit, willing, and able

. Moreover, we note that Papillion’s commuter operations have been conducted satisfactorily under its current ownership and management

, and the certificate operations it proposes are identical to its current operations. Addit ionally, we note that no answers were filed opposing Papillion ’s application and no special issues regarding the applicant have come to our attention. Under these circumstances, we have decided that neither a show cause proceeding nor an oral evidentiary hearing is necessary for us to make a decision in this case. Therefore, in accordance

with sectio n 302.210(a) of our regulations (14 CFR 302.210(a))

, we will proceed to final approval of Papillion ’s certificate application.

FITNESS

The Applicant

In 196 5, Mr. Elling Halvorson founded North American Helicopter Services, Inc

. d/b/a Grand Canyon Helicopters (“NAHS”)

. Two years later, NAHS commenced on

- demand operations

under 14 CFR Part 135 of the Federal Aviation Regulations (“FAR”) and Part 298 of our ru les (14 CFR Part 298)

, and conducted air tour and charter operations in and around

Grand Canyon, Arizona

. In 1983, the Department found NAHS fit to provide scheduled passenger operations as a commuter air carr i er and issued to NAHS an effective commuter a ir

carrier authorization. 1 Subsequently , the company changed its corporate name to Papillon Airways, Inc. d/b/a Papillon Grand Canyon Helicopters (“Papillon I”).

On August 28, 1995, Papillon I filed an application with the Department which outlined a corporate restructuring of the company , principally for estate planning purposes, and requested the Department transfer and reissue its commuter air carrier authority to a n ewly formed Arizona corporation

, Papillon

. By Order 95

- 9

- 26, issued September 25, 1995, the Department found Papillon fit, willing, and able to conduct operations as a commuter air carrier and transferred the commuter air carrier authorization previously held by Papillion I to Papillion.

Currently, Papillion provides daily air tour fl ights from Las Vegas McCarran International Airport, Boulder City Municipal Airport, Grand Canyon West, and Grand Canyon National Park Airport using its fleet of 39 helicopters, all of which are configured for six passengers. In addition, Papillon provide s helicopter transportation services under a fee

- for

- service contract to

severa l federal and state agencies. Moreover, in addition to conducting passenger flights under its Part 135 commuter authority (9 or less passengers) and on

- demand authority, Papill ion holds

1 See Order 83

- 1

- 21, issued January 7, 1983.3

authority under 14 CFR Part 133 and Part 137 authorizing it to provide external load and agriculture operations.

Papillon has one relevant corporation as defined by the Department’s regulations, Gra nd Canyon Airlines, Inc. (“GCA”)

, a U.S. cert ificated air carrier commonly owned by members of the Halvorson family. 2 GCA currently provides scheduled and on

- demand passenger service under

FAR Part 135 from its base at Grand Canyon National Park Airport using a fleet of 20 fixed

wing aircraft config ured for up to 9 passenger seat s. In addition to their ownership interest in GCA, the Halvorson family also own a controlling stake in the following companies: Air Grand Canyon, Inc.

, a Federal Aviation Administration (“FAA”) issued Part 135 on

- demand air carrier with very limited flight operations; Whisper Jet, Inc., which develops and certifies “quiet technology” noise abatement systems for helicopters; and Rainier Heli International, Inc., which operates one helicopter under FAR Part 133 primarily in fi refighting operations

.

Managerial Competence

Papillon’s Board of Directors , all of whom are U.S. citizens, is chaired by Mr. Elling Halvorson, founder and initial owner of the air carrier. The balance of the Board consists of his wife,

Ms. Barbara Halvo rson , and their three descendants

, M essrs. Lon and E. Kent Halvorson , and

Ms. Brenda Halvorson

. The following table identifies Papillon’s officers and other key management and technical personnel, as well as each individual’s position and citizenship

.

Papillon ’ s Key Management and Technical Personnel

Name Position Citizenship

Ms. Brenda Halvorson President and Chief Executive Officer U

. S

. Mr. Lon Halvorson Executive Vice President U

. S

. Mr. John Becker Chief Operating Officer and Director of Operatio ns U

. S

. Mr. Stewart Kuehne Chief Financial Officer U.S. Mr. Alan Stephen Vice President of Corporate Affairs U

. S

. Mr. Robert Graff Vice President of Marketing U .S. Mr. Irit Langness Vice President of Sales U

. S

. Mr. Luis Garcia Director of Maintenance U

. S

. Mr. David Bales Safety Manager U.S. Mr. Thaney Silva Chief Pilot U

. S

. /Brazil

M s

. Brenda Halvorson , a 25 percent shareholder of Papillon, has served as President and Chief

Executive Officer of the applicant since September 1995

, and also serves on the air carrier’s

Board of Directors

. She began her career with Papillon in 1986 and has held various positions of increased responsibilities with in the company

, including Executive Assistant to the President, Special Projects Coordinator, Vice President of Sales and Marketing, and Executive Vice President. She also currently serves as President and Chief Executive Officer of GCA , Grand Canyon Coaches, Inc., Grandcanyon.com , Inc., and is a Manager and Board member of Best

Tours LLC

. Additionally , she cu rrently serves on the Board of Directors for Elling Halvorson, Inc., Monarch Enterprises, Inc., Rainier Heli International, Inc., GCA , United States

2 See Order 2008

- 12

- 10, issued December 19, 2009.4

Air Tour Association, and the Buck Schrader M emorial Fund. She attended Bellevue Community College, Seattl e Pacific University, and the City University in Seattle, Washington.

Mr. Lon A. Halvorson

, a 25 percent shareholder of Papillon , currently serves as Executive Vice

President and Board Member of the applicant

. He also currently serves in multiple othe r positions within the Halvorson family of companies

, including President and Chief Executive

Officer of Elling Halvorson, Inc., Monarch Enterprises, Inc., and Rainier Heli International, Inc.,

as well as Executive Vice President of GCA

, Grand Canyon Coach es, Inc., Grandcanyon.com

, Inc., and as a M anager and Board Member of Best Tours LLC. Lon has also held high

- level executive positions with numerous helicopter leasing companies, real estate companies , and investment companies and has over thir ty years of aviation related experience dating back to

1972.

Mr. John Becker, a Rotorcraft

– Helicopter Commercial Pilot with over 6,500 total flight hours logged, assumed his current position as Chief Operating Officer and Director of Operations in

1994. Prior to joining Papillon, Mr. Becker served for the U.S. Army and retired as a Chief Warrant Officer with over 20 years of honorable service. He holds an Airframe and Powerplant

Mech anic license and attended Embry

- Riddle Aeronautical University.

Mr. Stewart R . Kuehne assumed his current position in 1997 as Chief Financial Officer of Papillon, Elling Halvorson, Inc., Monarch Enterprises, Inc., Rainier Heli International, Inc., Whisper Jet, Inc., Canyon Flight Trading Company LLC, and GCA. Prior to that, he ser ved as Controller for various companies

, including E&E Foods Corporation (1994

– 1997), Lennon Foods, Inc. (1992

- 1994), HFI Foods, Inc. (1991

– 1992), National Preserves Company (1987

- 1991), and Merlino’s Macaroni, Inc. (1983

– 1987). He holds a Bachelor ’s degr ee in Business Administration from the University of Washington and a Master ’s degree in Business

Administration from Seattle University.

Mr. Alan R. Stephen has serve d as Papillon’s Vice President of Corporate Affairs since 2009

. Mr. Stephen has o ver 30 years of aviation experience, having be gun his aviation career in 1971 serving as Special Assistant to the President at the General Aviation Manufacturers Association (1971

- 1974). He has, since then, held numerous positions with various airlines an d aviation

related companies, including Board Member for Air Tran Airways, Inc. (1994

– 1998) and Mesaba Airlines, Inc

. (1987

– 1995); President of Scenic Airlines, Inc. (1987

- 200 4 ); and Director of Operations, Vice President of Operations, and Executive Vice P resident of the Regional Airline

Ass ociation (1978

- 1987). From 1976 to 1978, Mr. Stephens served as a Program Specialist

within the Office of General Aviation at the FAA, and from 1975 to 1976, he served as a Manager of Market Research at Piper Aircraft C orporation. Mr. Stephen earned a Bachelor ’s degree in Arts from San Jose State University (1975).

Mr. Robert Graff assumed the position of Vice President of Marketing for Papillon and GCA in 2001. Mr. Graff’s professional qualifications encompass over 2 0 years of experience in sales and marketing. Prior to joining the applicant, he served as Vice President of Sales and Marketing for Heli USA, Inc. (1998

– 2001)

, and for Skywest, Inc. (1993

– 1998). Before that,

Mr. Graff was Vice President of International Sales and Marketing for Air Nevada Airlines, Inc. (1992

- 1993), and he also served as Director of International Sales for Scenic Airlines, Inc.5

(1987

- 1992). Mr. Graff obtained specialty training from Indiana University (Business

Admini stration), Universit y La Verne in Athens, Greece (Business/Liberal Arts), and University

of Nevada

- Las Vegas (Hotel Administration).

Ms. Irit Langness assumed her current position in 2000 as Vice President of Sales for Papillon and has served in that same capacity for GCA si nce October 2005. In January 1999, she was employed as a Consultant for Scenic Airlines, Inc. Prior to that, she served as Vice President of Sales and Customer Services for Lake Powell/Sunrise Airlines, Inc. (1978

- 1999). Ms. Langness

holds a Simultaneou s Interpreter Degree from Geneva University and also speaks French and

Hebrew.

Mr. Luis Garcia , an Airframe and Powerplant Mechanic, has been employed with the applicant since beginning his career in 1993

. He h as moved progressively through a series of p ositions with increased responsibilities at Papillon including, Inspector/Mechanic ( 1 993

- 1994), Lead Inspector ( 1994

- 1998), Chief Inspector (1998

- 2000), and assumed his current position as Director of Maintenance in 2000. He attended Coconino Community Co llege, Rio Salado Community College, Central Texas College, and Northern Arizona College.

Mr. David Bales has been employed with the applicant since the start of his career in 2008 . He has moved progressively through a series of positions with increa sed responsibilities with the air

carrier , including Line Pilot (2007

– 2008), Lead Pilot (2008

– 2009), and Safety Director (2009

– Present). He graduated with an Associate ’s degree in Aviation Science from Portland Community College in 2005.

Mr. Than ey Silva, an Air line Transport Pilot with over 4,000 hours of total flight time, assumed his current position as Chief Pilot in 2004. Prior to that, he served as a Line Pilot for Petroleum Helicopters, Inc. (2009

– 2010), a Flight Instructo r for Rainbow Air Academy (2002

– 2004), a Pilot for HCR Air Taxi Campinas, a Brazilian charter company (1998

– 1999), and a Log istics Supervisor for Brazilian

- based Transportadora Saltense (1992

– 1998). He earned an Associate degree in Aviation Science from Portland Community College.

In view of the experience and background of the applicant’s key personnel, we conclude that Papillon has assembled a management team that possesses the skills and technical ability to

conduct interstate scheduled air transportation. 3

Operating Plan and Financial Position

The applicant currently has 3 9 helicopters listed on its FAA

- issued Operations Specifications, all of which are configured for six passengers. Of the 39 helicopters

, 2 are owned and 37 are leased. Papillon intends to expand i ts fleet in 2011 by purchasing 1 and leasing 2 additional helicopters

, to bring its fleet to 42 total helicopters.

3 The FAA has reviewed the experience and background of Papillon’s key personnel and found that each meet the regulatory requirements to hold their respective positions.6

In its application, Papillon state d that its operations will not be affected by the issuance of a certificate of public c onvenience and n ecessity as the air carrier will continue to o perate

on

- demand and scheduled passenger operations as it has continuously provided for the past 15

years. Accordingly, the air carrier’s scheduled service will continue to represent only a small proportion of its operation s , which amounts to approximately one percent of its total revenues.

While we have generally asked that applicants have resources sufficient to cover all pre

operating costs, plus a working capital reserve equal to the operating costs, tha t would be incurred in three months of normal certificated operations, we do not find it necessary to do so

here , since the Department has previously found Papillon fit, 4 and authorized it to conduct the same operations the air carrier intends to operate g oing forward

. As stated previously, Papillon is not requesting the Department to expand its existing authorization . Instead, the air carrier is simply requesting the Department to issue to it an interstate scheduled certificate so that it may

take advant age of the corporate and state tax opportunities afforded to certificated air carriers.

In support of its fitness

, Papillon submitted current and historical financial statements demonstrating the company’s most recent results from operations. The histo rical profit and loss statements provided by the applicant show that for calendar year 2008, the company reported net income of $ 2.82 million on approximately $ 61.15 million in operating revenues ; for calendar year 2009, the company reported net income of $ 2.54 million on approximately $ 52.02 million in operating revenues ; and f or calendar year 2010, the company reported net income of $ 4.97 on approximately $ 59.37 million in operating revenues. T he company’s December 31, 2010,

balance sheet shows that it h as current assets of $ 3.95 million and current liabilities of
$ 8.15 million

, 5 giving the company a negative working capital balance of $ 4.2 0 million . In addition, for that same time the company reported total shareholders’ equity of $9.88 millon

.

In lig ht of the above, we conclude that Papillon will have access to sufficient financial resources

to enable it to commence interstate scheduled air transportation operations without posing an

undue risk to consumers or their funds.

Compliance Disposition

T he applicant states that, except as noted in the application

, 6

4 See Order 95

- 9

- 26, issued September 25, 1995. 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 fr aud, felony or antitrust violations brought against any of these parties. Papillon also states that there are no pending investigations,

5 The $8.15 million in current liabilities noted here includes $4.12 million in Shareholder Loans, which has a substantial impact on the air carrier’s negative working capital balance. If the company were to become financially distressed, it could defer and/or renegotiate this loan with itself under more favorable terms. Thus, the air carrier is in a stronger financial position than what is initially presented in its financial statements. For this reason, t he air

carrier’s negative working capital does not

, at this time

, pose an issue with the Department.

6 Papillon noted two legal actions pending against it

– a wrongful termination of employment suit was filed against Papillon on July 13, 2009, by a fo rmer employee; and an on

- going dispute with the Internal Revenue Service, which focuses on air transportation excise taxes for the period of July 1, 2003

, through September 30, 2005. Both matters are being properly adjudicated and Papillon anticipates tha t both matters will be resolved favorably.7

enforcement actions, or formal complaints filed by the Department against it, its key personnel, or persons having a s ubstantial interest in it with respect to compliance with the Transportation Code or the Department’s regulations.

On April 4, 2010, one of Papillon’s aircraft suffered a bird strike; on April 7, 2010, Papillon experienced an engine overspeed incident pr ior to departure; on November 9, 2010, a tailrotor on one of Papillon’s helicopters contacted a cactus bush while the aircraft was maneuvering to land; and on March 11, 2011, Papillon experienced a control problem during takeoff, and as a result, experienc ed a hard landing. N one of above incidents resulted in any injuries, fatalities, or

enforcement action. Additionally , the FAA has advised the Department that these i ncidents are

minor and routine to an air carrier such as Papillon and that agency has no concern with the applicant’s safety record

.

A review of our records and other information available to us has uncovered no information which would reflect negatively on the applicant or any of its key personnel. In addition, according to the FAA, th e air carrier has conducted its operations satisfactory and th at agency knows of no reason why the air carrier should not be granted the authority it is seeking. Moreover, the applicant notes that neither it nor any of its key personnel have been involved in an accident or incident in the year preceding its application or any time in the past which remains under investigation by the FAA, the NTSB, or the company itself. 7

In light of the above, we conclude that Papillon has the proper regard for the la ws and regulations governing its services to ensure that its aircraft and personnel conform to applicable safety standards and that acceptable consumer relation practices will be followed.

CITIZENSHIP

The Statute requires that authority to engage in air transportation be held only by citizens of the

United States as defined in 49 U.S.C. § 40102(a)(15). The Statute also requires that the president

and two

- thirds of the Board of Directors and other managing officers be U.S. citizens

, that at least 75 perce nt of the outstanding voting interest be owned by U.S. citizens , and that t he air

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

Papillon has provided an affidavit stating that it is a citizen of the United States within the meaning of the T ransportation Code and that it is actually controlled by U.S. citizens. The

record indicates that o wnership of the air carrier is divided equally among Ms es . Brenda and

Barbara Halvorson and Messrs. Lon and E. Kent Halvorson

, all of whom ar e U.S. citizens

. In

addition

, the applicant ’s President, its B oard of D irectors, and all of Papillon’s other key personnel are U.S. citizens. 8

7 On May 23, 2011, a Cessna 207 operated by Papillon’s sister company, GCA, crashed short of the runway in Monument Valley, Utah. A pilot and five German passengers were aboard the aircraft; there were no fatali ties. The National Transportation Safety Board and FAA are investigating this incident, however the FAA has advised us that they have no immediate concerns about Papillon. Moreover, our review of the applicant has uncovered no reason to suggest that control of Papillion rests with non

- U.S. citizen s.

8 As noted previously, Mr. Thaney Silva, is a dual citizen of the U.S. and Braz il

.8

In light of the foregoing, we find that Papillion is owned and actually controlled by U.S. citizens,

consistent with 49 U.S.C. § 40102(a)(15)

.

CERTIFICATE CONDITIONS & LIMITATIONS

While we are making the certificate authority issued here effective immediately, Papillon ’s ability to conduct interstate scheduled air transportation under this certificate remains subject to its receipt of the appropriate approval to conduct such operations from the FAA

.

We also wish to remind the company of the requir ements 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 certificated air carriers continue to be fit after

effective autho rity has been issued to them, we require that they supply information describing

any subsequent substantial changes they may undergo in areas affecting fitness. Given the limited scope of Papillion’s operations, we would consider Papillion’s acquisition o f larger aircraft that would require certification from the FAA under 14 CFR Part 121 as a substantial change in operations. Therefore, we propose to limit any authority issued to Papillion to operations conducted under Part 135. Should Papillion desire to operate larger aircraft that would require certification from the FAA under Part 121, it must first provide the Department

with at least 45

- days advance notice of such plans and provide updated information establishing its fitness for such expansion.

F inally, should Papillon propose any other substantial changes in its ownership, management, or operations, it must first comply with the requirements of section 204.5 of our rules. The compliance of the company with this requirement is essential if we ar e to carry out our responsibilities under section 41110(e ). 9

ACCORDINGLY,

1. We find that Papillon Airlines, Inc. d/b/a Papillon Grand Canyon Helicopters d/b/a Grand Canyon Helicopters is fit, willing, and able to engage in interstate scheduled air trans portation of persons, property, and mail.

2. We issue a certificate of public convenience and necessity to Papillon Airlines, Inc. d/b/a Papillon Grand Canyon Helicopters d/b/a Grand Canyon Helicopters to engage in interstate air transportation in the f orm and subject to the Terms, Conditions, and Limitations attached.

3. We cancel the commuter authority issued to Papillon Airways , Inc. d/b/a Papillon Grand Canyon Helicopters , by Order 9 5

- 9

- 26

.

4

. We will serve a copy of this order on the persons l isted in Attachment A.

9 We also remind Papillon 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 certificated operations unless its f itness has been redetermined, and (2) if the company does not resume operations within one year of its cessation, its authority shall be revoked for dormancy.9

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

# Certificate of Public Convenience and Necessity for Interstate Air Transportation

This Certifies That



# PAPILLON AIRWAYS, INC.

d/b/a PAPILLON GRAND CANYON HELICOPTERS
d/b/a GRAND CANYON HELICOPTERS

is authorized, subject to the provisions of Subtitle VII of Title 49 of the United States Code, the orders, rules, and regulations issued ther eunder, and the attached Terms, Conditions, and Limitations, to engage in interstate air transportation of persons, property, and mail

.

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

By Direction of the Secretary

Issued by Order 2011

- 8

- 4 Susan L. Kurland

On August 3, 2011 Assistant Secretary for Effect ive on August 3, 2011 Aviation and International Affairs

### Attachment



## Terms, Conditions, and Limitations

PAPILLON AIRWAYS, INC

. d/b/a PAPILLON
GRAND CANYON HELICOPTERS

d/b/a GRAND CANYON HELIPOTERS

is authorized to engage in interstate air transpo rtation of persons, property, and mail between any point in any State, territory, or possession of the United States or the District of Columbia, and any other point in any of those entities.

This authority is subject to the following provisions:

(1) The holder shall at all times conduct its operations in accordance with the regulations prescribed by the Department of Transportation for the services authorized by this certificate, and with such other reasonable terms, conditions, and limitations as the De partment of Transportation may prescribe in the public interest.

(2) The holder's authority under this certificate 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. **∗ ∗** 

(3) The holder shall at all times remain a "Citizen of the United States" as required by 49 U.S.C. 40102(a)(15).

(4) The holder shall maintain in effect li ability insurance coverage as required under 14 CFR Part 205. Failure to maintain such insurance coverage will render a certificate 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 certificate.

(5) The holder is authorized to conduct charter flights in interstate and/or foreign air transportation in accordance with the provisions of 14 CFR 212

.

**∗ ∗**  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

(6) The hol der 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 p rovide 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 Compet ition Act of 1979, as amended or as modified by any future legislation

addre ssing access restrictions to or from Love Field.

(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 even t that the holder commences but subsequently ceases all operations for which it was found “fit, willing and able,” its authority under this certificate shall be suspended under the terms of 14 CFR 204.7 and the holder may neither recommence nor advertise s uch operations unless its fitness to do so has been redetermined by the Department. Moreover, if the holder does not resume operations within one year of its cessation, its authority shall be revoked for dormancy.

( 10 ) The holde r’s authority is limited t o operations conducted pursuant to Part 135 of the Federal Aviation Regulations. In the event that the holder wishes to institute operations that would require Part 121 certification from the FAA, it must first be determined fit for such operations.Attachment A

SERVICE LIST FOR PAPILLON AIRWAYS, IN C

. D/B/A PAPILLON GRAND CANYON HELICOPTERS
D/B/A GRAND CANYON HELICOP TERS

ALAN STEPHEN

VICE PRESIDENT CORPORATE AFFAIRS

PAPILLON AIRWAYS INC

1265 AIRPORT ROAD

BOULDER CITY NV 89005 PETER LYNCH AGC

- 300

ASST CHIEF COUNSEL FOR ENFORCEMENT

FEDERAL AVIATION ADMINISTRATION

800 INDEPENDENCE AVE SW

WASHINGTON DC 20591

AARON GOERLICH

COUNSEL FOR PAPILLON AIRWAYS INC

GAROFALO GOERLICH HAINBACH PC

1200 NEW HAMPSHIRE AVENUE NW

W ASHINGTON DC 20036 NICHOLAS HARRINGTON

PRINCIPLE OPERATIONS INSPECTOR

FEDERAL AVIATION ADM INISTRATION

FAA LAS VEGAS FSDO

- 19

7181 AMIGO STREET

LAS VEGAS NV 89119

ANNE SUISSA RTS

- 42

OFFICE OF AIRLINE INFORMATION

DOT/RITA/BTS E

- 34

1200 NEW JERSEY AVE SE

WA SHINGTON DC 20590 BERNARD STANKUS

OFFICE OF AIRLINE INFORMATION

DOT/RITA/BTS RTS

- 42

1200 NEW JERSEY AVE SE

WASHINGTON DC 20590

MR WILLIAM WEBER

CERTIFICATION SECTION MANAGER

FAA AFS

- 900

45005 AVIATION DRIVE SUITE 131

DULLES VA 20166