Waiver to Second Amended and Restated Credit and Guaranty Agreement, dated December 23, 2024

EXECUTION VERSION

This WAIVER TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of December 23, 2024 (this “Waiver”), is entered into by and among Mesa Airlines, Inc., a Nevada corporation (“Mesa”), Mesa Air Group Airline Inventory Management, L.L.C., an Arizona limited liability company (“Mesa Inventory Management”, and together with Mesa being referred to herein, individually, as a “Borrower” and, collectively, as the “Borrowers”), Mesa Air Group, Inc., a Nevada corporation (“Holdings”, and together with the Borrowers being referred to herein, individually, as a “Loan Party” and, collectively, as the “Loan Parties”), as a Guarantor, the persons designated as “Lenders” on the signature pages hereto (the “Lenders”), and Wilmington Trust, National Association (“WTNA”) (as successor to CIT Bank, a division of First-Citizens Bank & Trust Company), in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).

WHEREAS, the Borrowers, Holdings, the Lenders and the Administrative Agent are parties to the Second Amended and Restated Credit and Guaranty Agreement, dated as of June 30, 2022 (as amended by Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement, dated as of December 27, 2022, by Amendment No. 2 to Second Amended and Restated Credit and Guaranty Agreement, dated as of January 27, 2023, by Amendment No. 3 to Second Amended and Restated Credit and Guaranty Agreement and Amendment to Pledge of Accounts, dated as of September 6, 2023, by Amendment No. 4 to Second Amended and Restated Credit and Guaranty Agreement, Amendment No. 1 to Stock Pledge Agreement and Limited Waiver of Conditions to Credit Extension, dated as of January 11, 2024, and by Waiver and Amendment No. 5 to Second Amended and Restated Credit and Guaranty Agreement, dated as of January 19, 2024, the “Existing Agreement”, as further modified by this Waiver, the “Modified Agreement”, and as the Modified Agreement may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Modified Agreement.

WHEREAS, the Borrowers have notified the Lenders that the Loan Parties failed to comply with (i) the financial covenant set forth in Section 8.01(c) of the Credit Agreement during the period July 1, 2024 through and including the date hereof (such period, the “Initial Liquidity Covenant Default Period”), which failure has resulted in an Event of Default pursuant to Section 9.01(b) of the Credit Agreement and (ii) the notice covenant set forth in Section 6.03(a) of the Credit Agreement with respect to the foregoing, which failure has resulted in an Event of Default pursuant to Section 9.01(b) of the Credit Agreement (such Events of Default described in clauses

(i) and (ii) above, collectively, the “Existing Financial Covenant Default”).

WHEREAS, the Borrowers have further notified the Lenders that the Loan Parties anticipate they will fail to comply with the financial covenant set forth in Section 8.01(c) of the Credit Agreement during the period December 24, 2024 through and including December 31, 2024 (such period, the “Anticipated Liquidity Covenant Default Period”, and together with the Initial Liquidity Covenant Default Period, the “Liquidity Covenant Default Period”), which failure

would result in an Event of Default pursuant to Section 9.01(b) of the Credit Agreement (such prospective Event of Default, the “Prospective Financial Covenant Default”, and together with the Existing Financial Covenant Default, the “Financial Covenant Defaults”).

WHEREAS, the Borrowers have requested that the Lenders waive the Financial Covenant Defaults, and the Lenders have agreed to grant such waiver on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1. Waiver of Financial Covenant Defaults. Effective as of the Waiver Effective Date (as defined below) upon the satisfaction (or waiver in writing by the Lenders in their sole discretion) of the conditions precedent set forth in Section 2 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Waiver and the Modified Agreement, the Lenders hereby waive the Financial Covenant Defaults. For the avoidance of such doubt, such waiver applies solely to the occurrence and continuance of the Financial Covenant Defaults during the Liquidity Covenant Default Period.

SECTION 2. Conditions of Effectiveness of Waiver. The waiver set forth in Section 1 hereof shall become effective as of the date hereof upon the satisfaction (or waiver in writing by the Lenders in their sole discretion) of the following conditions (such date being referred to herein as the “Waiver Effective Date”):

expenses of their respective counsel (including any local counsel)), respectively, required to be reimbursed or paid by the Loan Parties hereunder or under any other Loan Document.

SECTION 3. Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows:

(i) those that have already been obtained and are in full force and effect, (ii) filings and registrations to perfect the Liens created by the Collateral Documents and (iii) those the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

with its terms, except as enforceability may be limited by applicable Debtor Relief Laws or by equitable principles relating to enforceability.

SECTION 4. Limitation on Scope. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Existing Agreement and the other Loan Documents shall remain in full force and effect in accordance with their respective terms and are hereby in all respects ratified and confirmed. The waiver set forth herein shall be limited precisely as provided for herein and shall not be deemed to be a waiver of, amendment of, consent to departure from or modification of any term or provision of the Loan Documents or any other document or instrument referred to therein or of any transaction or further or future action on the part of the Loan Parties requiring the consent of the Administrative Agent or the Lenders except to the extent specifically provided for herein. Except as expressly set forth herein, the Administrative Agent and the Lenders have not, and shall not be deemed to have, waived any of their respective rights and remedies against the Loan Parties for any existing or future Defaults or Events of Default. The Administrative Agent and the Lenders reserve the right to insist on strict compliance with the terms of the Credit Agreement and the other Loan Documents, and each Loan Party expressly acknowledges such reservation of rights. The waiver set forth herein will not, either alone or taken with other waivers or amendments of provisions of the Credit Agreement or any other Loan Document, be deemed to create or be evidence of a course of conduct. Any future or additional waiver of any provision of the Credit Agreement or any other Loan Document shall be effective only if set forth in a writing separate and distinct from this Waiver and executed by the appropriate parties in accordance with the terms thereof.

SECTION 5. Reference to and Effect on the Existing Agreement and the Other Loan Documents.

SECTION 6. Costs and Expenses. The Loan Parties agree to pay (a) all reasonable and documented costs and expenses incurred by the Administrative Agent and the Lenders in connection with the preparation, negotiation, due diligence, administration, execution and delivery

of this Waiver, including, without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders with respect thereto and with respect to advising the Administrative Agent and the Lenders as to each of their respective rights and responsibilities hereunder; and (b) all reasonable and documented costs and expenses incurred by the Administrative Agent or the Lenders (including, without limitation, the reasonable fees, charges and disbursements of any counsel and any consultant for the Administrative Agent or any Lender) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Waiver.

SECTION 7. Execution in Counterparts. This Waiver may be executed in any number of counterparts (and by different parties hereto in separate counterparts), each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed signature page to this Waiver by facsimile or other electronic transmission (including, without limitation, by Adobe portable document format file (also known as a “PDF” file)) shall be as effective as delivery of a manually signed counterpart of this Waiver. The words “execution,” “executed,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Waiver or any document to be signed in connection with this Waiver and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Laws, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent; provided, further, that, without limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart.

SECTION 8. Governing Law. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

SECTION 9. Miscellaneous. This Waiver shall be subject to the provisions of Sections 12.04, 12.05, 12.13, 12.14, 12.16(b), 12.17 and 12.19 of the Credit Agreement, each of which is incorporated by reference herein, mutatis mutandis.

SECTION 10. Direction to Administrative Agent. By their execution hereof, the Lenders hereby authorize and direct the Administrative Agent to execute, deliver and perform this Waiver and to take any and all other actions as may be necessary or convenient to effect the terms hereof.

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Docusign Envelope ID: 5BB7DAA3-D061-4B79-BC6B-FCBBBC44EDA9

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed by their respective officers thereunto duly authorized, as of the date first above written.

By

Name: Title:

​

Brian Gillman

EVP & General counsel

By

Name: Title:

​

Brian Gillman

EVP & General counsel

By

Name: Title:

​

Brian Gillman

EVP & General counsel

[SIGNATURE PAGE TO WAIVER TO CREDIT AGREEMENT (OCTOBER 2024)]

Docusign Envelope ID: 9FF8650E-7F36-4DB2-B23D-E417C3AEC3D4

WILMINGTON BANK, NATIONAL

ASSOCIATION, as Administrative Agent

By Name: Chad May

Title: Vice President

Docusign Envelope ID: 6F8DB507-9142-4F2D-A6E8-F3A30FEB05BA

UNITED AIRLINES, INC., as a Lender

By Name: Mike Leskinen

Title:

​

EVP and Chief Financial Officer