---

“Control” for the purposes of Section 1, will exist by entity A over entity B, only if A,
whether directly or indirectly through the control of other entities:
a. owns securities that constitute and/or are exchangeable into, exercisable for or
convertible into more than:
1) 30 percent (49 percent with respect to the Company’s interest in a foreign air
carrier) of B’s outstanding common stock, or if stock in addition to common stock
has voting power, then
2) 30 percent (49 percent with respect to the Company’s interest in a foreign air
carrier) of the voting power of all outstanding securities of B entitled to vote
generally for the election of members of B’s Board of Directors or similar
governing body, or
b. has the power or right to manage or direct the management of all or substantially all
of B’s air carrier operations, or
c. has the power or right to designate or provide all or substantially all of B’s officers, or
d. has the power or right to provide a majority of the following management services for capacity planning, financial planning, strategic planning, market planning,
marketing and sales, technical operations, flight operations, and human resources
activities, or
e. has the power or right to appoint or elect or prevent the appointment or election of a
majority of B’s Board of Directors, or other governing body having substantially the
powers and duties of a Board of Directors, or
f. has the power or right to appoint or elect or to prevent the appointment or election of
a minority of B’s Board of Directors or similar governing body, but only if such
minority has the power or right to appoint or remove B’s Chief Executive Officer, or
President, or Chief Operating Officer, or the majority membership of the Executive
Committee or similar committee on B’s Board of Directors, or the majority
membership of at least one-half of B’s Board committees.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---