11. Shortly after receiving the full language of the proposed tentative agreement in early May, the ALPA Representation Department, pursuant to its responsibilities under Article 40, Part 3,'1 C.3 of the ALPA Administrative Manual, conducted a comprehensive analysis of the proposed agreement. This
analysis involved detailed economic comparisons between the proposed CCAir amendment and the existing CCAir agreement, as well as a detailed comparison with the ALPA contract governing the Mesa and Air Midwest pilots. As a result of this economic analysis, on May 30, 2002, the ALPA Representation Department sent a detailed memorandum to ALPA President Captain Duane E.
Woerth analyzing the proposed CCAir contract amendment and recommending that it not be signed. A copy of this May 30 recommendation, with its accompanying attachments (except for the proposed agreement), is appended hereto as Exhibit 7.

12. President Woerth has followed the advice that the Representation Department provided in this May 30 memorandum and has not signed the proposed April 17, 2002 amendment to the CCAir pilot agreement.

13. On June 7, 2002, Captain Woerth wrote to the President of CCAir, Carter Leake, advising him that the proposed amended agreement cannot become effective without his approval and suggesting a meeting to "address a number of problems with this tentative agreement. . . ." (Complaint Ex. B).
CCAir refused to hold such a meeting and instead carried out its threat to furlough most of the remaining pilots. In the fall of 2001, just prior to the time that the furloughs began at CCAir, there were approximately 139 pilots at the carrier. Today, there are approximately 30 pilots remaining.

14. No CCAir pilot, including Plaintiff Steven Kalik, has taken any steps to ask the ALPA Executive Council to overturn the decision of President Woerth not to sign the proposed amended agreement, as set forth in Section 40, Part 3, J[y[ C.4-5 of the ALPA Administrative Manual.

15. According to ALPA's membership records, Plaintiff Steven Kalik's furlough became effective as of May 1, 2002. During the period between February and April 2001, the Company retired from its fleet all of its Jetstream turboprop aircraft, which was the aircraft type Kalik had been flying.

16. Since the fall of 2001, bargaining for a successor collective bargaining agreement has been ongoing between MAG management and the pilots of Mesa and Air Midwest. The proposed new CCAir agreement, if placed in effect, would be a major obstacle to the ability of the Mesa and Air Midwest
pilots to negotiate improved wages and benefits.

17. On December 10, 2001, after ALPA became convinced that labor relations policy for all of these carriers was being determined centrally by Mr. Ornstein and that management was pursuing a centralized bargaining strategy, ALPA filed a representation proceeding before the National Mediation Board ("NMB") known as a "single carrier proceeding." The single carrier filing asserted that CCAir, Mesa and Air Midwest constituted a single transportation system centrally controlled by Mesa Air Group and Mr. Ornstein, and that all of the pilots at these carriers should be treated as a single bargaining unit, or in the parlance of the RLA, a single "class or craft" of employees.

18. On July 1, 2002, after a lengthy investigation, the NMB ruled that CCAir, Mesa, and Air Midwest were all centrally controlled by MAG and Mr.Ornstein as a single transportation system under the RLA, and that all three pilot groups constituted a single class or craft (bargaining unit) under the RLA. A
copy of the Board's July 1, 2002 decision in this matter is attached as Exhibit 8 hereto.

19. Collective bargaining negotiations for the Mesa and Air Midwest pilots are continuing and are scheduled for July 8-12, 2002 at Mesa Air Group Headquarters in Phoenix, Arizona. Mediated negotiations under the auspices of the National Mediation Board are scheduled for August. In light of the NMB's July 1, 2002 ruling that CCAir is part of a single pilot bargaining unit with these other two airlines, ALPA will be pressing at these talks for a "global" agreement covering all of the pilots within the MAG system, including the CCAir pilots.

I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.

Executed this 3~d day of July, 2002.