APA Holding Corporation

THE CORPORATION IS A TITLE-HOLDING CORPORATION WITHIN THE MEANING OF SECTION 501(C)(2) OF THE INTERNAL REVENUE CODE OF 1986 OR THE CORRESPONDING PROVISIONS OF ANY SUBSEQUENT UNITED STATES REVENUE LAW (THE "CODE"), WHICH IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY TO HOLD TITLE TO PROPERTY, COLLECT THE INCOME THEREFROM, AND TURN OVER THE ENTIRE AMOUNT OF SUCH INCCOME, LESS EXPENSES, NOT LESS OFTEN THAN ANNUALLY TO ALLIED PILOTS ASSOCIATION ("APA"), A NONPROFIT EMPLOYEE-REPRESENTING ASSOCIATION THAT IS A LABOR ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX UNDER SECTIONS 501(A) AND 501(C)(5) OF THE CODE. TO THE EXTENT CAPITAL IS RETURNED TO THE CORPORATION WITH RESPECT TO ANY PROPERTY TO WHICH THE CORPORATION HOLDS TITLE, THE CORPORATION MAY TURN OVER TO APA SUCH PORTION OF SUCH RETURNED CAPITAL AS THE OFFICERS OR DIRECTORS OF THE CORPORATION MAY DEEM APPROPRIATE. APA SHALL BE THE SOLE MEMBER OF THE CORPORATION, AND THE CORPORATION SHALL ISSUE TO APA A CERTIFICATE REPRESENTING APA'S MEMB