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DECLARATION OF WILLIAM A. ROBERTS
William A. Roberts, under penalty of perjury and in lieu of affidavit as permitted by 28 U.S.C. § 1746, declares as follows:

1. I am currently the Assistant Director of the Representation Department of the Air Line Pilots Association ("ALPA" or "the Association"), and have been in that position since September 1990. I have been employed on the professional staff in the Representation Department since 1977. The Representation Department provides staff support to the pilots at ALPArepresented carriers who participate in the negotiation, administration and enforcement of collective bargaining agreements. I am an attorney and a member of the bar of the District of Columbia. I am also an inactive member of the Virginia and Florida bars.

2. ALPA currently represents approximately 66,000 pilots in the United States and Canada employed by 43 airlines. All of ALPA's U.S. collective bargaining relationships are governed by the Railway Labor Act ("RLA"), the statute that regulates labor relations in the airline and railroad industries, except for one small aviation company with less than 20 pilots that performs contract flying for the U.S. government. ALPA's members reside in every state in the United States, including the State of North Carolina.

3. ALPA is a unitary labor organization, meaning that it does not have any local, subsidiary unions. Rather, it is a single, unified organization, ultimately governed by a single Board of Directors composed of elected officials drawn from every carrier within the organization, as set forth in Article VII, Section 2 of ALPA's Constitution and By-Laws. These same elected representatives also serve on airline-specific coordinating councils known as Master Executive Councils ("MECs") at their respective airlines, as set forth in Article IV, Section I of the ALPA Constitution and By-Laws. A true and correct copy of ALPA's Constitution and By-Laws is attached as Exhibit 1 hereto.

4. Since obtaining bargaining rights at CCAir, ALPA has negotiated a series of collective bargaining agreements with the carrier, the most recent of which became effective on November 6,1998. That agreement currently remains in effect and does not become amendable until November 6, 2002. A copy of that agreement is attached as Exhibit 2 hereto.

5. CCAir, formerly an independent regional airline based in Charlotte, North Carolina, was purchased by the Mesa Air Group ("MAG"),headquartered in Phoenix, Arizona, in June 1999. MAG, headed by Chief Executive Officer and Chairman of the Board of Directors Jonathan Ornstein, owns two other regional airlines, Mesa Airlines, Inc. and Air Midwest, Inc. ALPA has been certified as the exclusive representative of all of the pilots at all of these airlines pursuant to the RLA. Mesa and Air Midwest pilots are covered by a single ALPA collective bargaining agreement, which is separate from the
ALPA contract covering the CCAir pilots.

6. After CCAir was purchased by MAG in mid-1999, CCAir management repeatedly pressed its pilots to amend the existing, in-force agreement to reduce the currently applicable pilot wages and working
conditions. The CCAir MEC Negotiating Committee met at management's request to discuss financial relief on numerous occasions. Eventually, CCAir began to threaten to shut down the Company if its bargaining demands were not met. By letter dated March 15, 2002, Carter Leake, President of CCAir, informed ALPA President Woerth that, pursuant to the Worker Adjustment and Retraining Notification Act that, "effective July 1, 2002 CCAir will permanently shut down flight operations. This will result in the termination of all of CCAir's flight deck crewmembers represented by ALPA." A copy of that March 15, 2002 letter is attached hereto as Exhibit 3. A similar letter dated March 15, 2002 from Mr. Leake to the CCAir pilots, informing them of a planned July 1, 2002 shutdown of operations, is attached hereto as Exhibit 4. During the course of the negotiations in 2002, the Company drastically reduced its aircraft fleet and furloughed more than 50% of the pilot group. On April 17, 2002, under threat of further mass layoffs or a shutdown, the CCAir MEC negotiators succumbed to this management pressure and agreed to a proposed 10 point outline of a tentative concessionary amendment to the existing agreement. A copy of that proposed tentative agreement is attached hereto as Exhibit 5. In early May 2002, the ALPA pilot negotiators tentatively agreed with CCAir on a draft of the proposed full language fleshing out this proposed agreement, which is attached as Exhibit A to Plaintiff's complaint. Subsequently, the CCAir pilots voted to ratify that concessionary agreement.