Execution Version
December 23, 2024
VIA FEDEX AND E-MAIL
Mesa Airlines, Inc.
410 N. 44th Street Suite 700
Phoenix, AZ 85008
Attention: President & General Counsel
Re: Fourth Amendment (this "Amendment") to the Third Amended and Restated Capacity Purchase Agreement
Ladies and Gentlemen:
As you are aware, Mesa Airlines, Inc. ("Contractor"), Mesa Air Group, Inc. ("Parent"), and United Airlines, Inc. ("United" and, together with Contractor and Parent, the "Parties"), are each a party to that certain Third Amended and Restated Capacity Purchase Agreement dated as of December 27, 2022 (as amended, the "CPA"). Capitalized terms not defined herein shall be defined as provided in the CPA. All terms and conditions set forth in this Amendment are effective as of the date first written above.
SECTION 1. Certain Amendments.
1.1.
Schedule 1 of the CPA is hereby amended and restated in its entirety by the version of such schedule attached to this Amendment as Attachment 1 hereto.
1.2.
Schedule 2A of the CPA is hereby amended and restated in its entirety by the version of such schedule attached to this Amendment as Attachment 2 hereto.
1.3.
The CPA is hereby amended to add the following as a new Section 4.31:
"4.31 Reimbursements for Certain Pilot Training Costs. Notwithstanding anything to the contrary in Section 4.28:
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1.5 Exhibit A of the CPA is hereby amended to add the following defined te1ms:
"El75 Certified Pilot" means any Subject CRJ Pilot who becomes qualified to operate El75 aircraft at the same or higher position as such Subject CRJ Pilot held on the CRJ-900 immediately prior to qualifying to operate El75 aircraft (e.g., Captain to Captain, First Officer to First Officer or First Officer to Captain) following the date on which such Subject CRJ Pilot commences training to operate E175 aircraft.
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"Subject CRJ Pilot" means, as of any date of determination, a pilot who meets all of the following conditions as of such date: (i) such pilot is employed by Contractor or Parent or one of their respective Affiliates was hired on or before [REDACTED] and remained continuously employed by Contractor or Parent or one of their respective Affiliates through the date of determination, (ii) such pilot is qualified to operate CRJ-900 aircraft, is in training to operate CRJ-900 aircraft or most recently operated a CRJ-900 aircraft if Currently not an active pilot and (iii) such pilot is not qualified to operate El75 aircraft.
SECTION 2. Miscellaneous.
This Amendment is an intended amendment to the CPA and complies in full with Section 11.3 of the CPA. This Amendment may be executed in counterparts, each of which is deemed an original hereof. The Parties shall become bound by this Amendment immediately upon execution hereof by each Party. Except as expressly amended in Section 1 of this Amendment, the CPA will remain in full force and effect. Notwithstanding anything to the contrary in this Amendment, the terms and provisions of this Amendment are intended solely for the benefit of the Parties, and it is not the intention of the Parties to confer third party beneficiary rights upon any other person. This Amendment (together with the attached exhibits) constitutes the entire agreement between the Parties, and supersedes any other agreements, representations, warranties, covenants, communications, or understandings, whether oral or written (including, but not limited to, e- mail and other electronic correspondence), that may have been made or entered into by or between the Parties or any of their respective affiliates or agents relating in any way to the transactions contemplated by this Amendment.
[Signature page follows]
If each of Contractor and Parent is in agreement with the above, please indicate its agreement by having an authorized representative sign below in the space provided and return a signed copy of this Amendment to the undersigned.
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If each of Contractor and Parent is in agreement with the above, please indicate its agreement by having an authorized representative sign below in the space provided and return a signed copy of this Amendment to the undersigned.
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Note 1- Relating to all Covered Aircraft (except where specified otherwise):
(a)
On the date that any Covered Aircraft becomes available to schedule under the provisions of this Agreement, such aircraft shall be deemed to have been placed into service hereunder (such date being the "Actual In Service Date" for such aircraft).
(b)
The scheduled exit date (the "Scheduled Exit Date") for Covered Aircraft will be the date that is the number of years specified for such aircraft in Table 1 above after the Actual In-Service Date of such Covered Aircraft.
Note 2 - Relating to all United Owned E175 Covered Aircraft:
The Scheduled Exit Dates set forth in the above table shall be adjusted from time to time to reflect any extension of the Term for any United Owned El75 Covered Aircraft pursuant to Section 10.2 of this Agreement.
Note 1 - Relating to the CRJ900 Covered Aircraft:
The delivery dates and in-service dates for CRJ900 Covered Aircraft must satisfy the following conditions:
a.
No later than [REDACTED ] prior to the CRJ900 Scheduled Delivery Date (the "CRJ900 Scheduled Delivery Date", for the avoidance of doubt, is the scheduled delivery date for each CRJ900 Covered Aircraft as set forth on Table 2 to Schedule 1), Contractor and United shall meet to discuss the dates that are likely to be selected as the committed in-service date for each of the CRJ900 Covered Aircraft (the "CRJ900 Committed In-Service Date"), it being Understood that (x) such discussions shall not be binding for purposes of selecting the actual CRJ900 Committed In-Service Date pursuant to clause (e) below, and (y) such dates shall be used by Contractor and United in anticipating aircraft available to schedule and with respect to any applicable Final Monthly Schedule.
b.
Contractor shall use its commercially reasonable efforts to provide United with notice regarding the delivery status of each CRJ900 Covered Aircraft from time to time in advance of the CRJ Scheduled Delivery Date with respect to such CRJ900 Covered Aircraft, including without limitation information relating to the commencement of the delivery inspection period, delays in delivery, or otherwise relating to the delivery of such aircraft.
c.
[REDACTED ] prior to the CRJ Scheduled Delivery Date for each of the CRJ900 Covered Aircraft as set forth on Table 2 to Schedule 1, and reasonably frequently from time to time thereafter, Contractor shall provide United with notice regarding the delivery status of such CRJ900 Covered Aircraft for performance of Regional Airline Services hereunder, including without limitation information relating to the commencement of the delivery inspection period (which notice is anticipated to be given no later than [REDACTED ] prior to actual delivery date of such aircraft), delays in such delivery, or otherwise relating [REDACTED]of such aircraft.
d.
With respect to each CRJ900 Covered Aircraft, no later than the CRJ Scheduled Delivery Date therefor Contractor shall submit a notice of its proposal of the "Estimated In-Service Date" of any CRJ900 Covered Aircraft to United, and which determination shall be either discussed and modified, or confirmed in writing, by the parties.
e.
Following the determination of the Estimated In-Service Date for a CRJ900 Covered Aircraft pursuant to clause (d) above, the parties shall determine a CRJ900 Committed In-Service Date, which shall be not later than [REDACTED] following the CRJ Scheduled Delivery Date and which determination shall be confirmed in writing by the parties. With respect to each CRJ Committed In-Service Date determined in accordance with this clause (e). United shall have the right, exercisable at any time from time to time in its sole and absolute discretion by delivery of written notice to Contractor (but no advance notice shall be required), to adjust such date prior to the occurrence of such date.
f.
With respect to each CRJ900 Covered Aircraft, no later than [REDACTED ] prior to the prior to the CRJ Scheduled Delivery Date, Contractor shall make such aircraft, together with all related maintenance records, available to United and its representatives to allow United and its representatives to conduct a physical inspection of such aircraft, and such records, at a location determined in United's sole discretion, to review, without limitation, the completeness and airworthiness of the aircraft and the compliance by Contractor with respect to the requirements for the operation of such aircraft pursuant to the terms and conditions of this Agreement (including Exhibit E of this Agreement) and of any applicable lease relating thereto.
g.
Notwithstanding anything to the contrary in the foregoing, with respect to each CRJ900 Covered Aircraft, United shall have the right, exercisable at any time from time to time in its sole discretion by delivery of written notice (but no advance notice shall be required) to Contractor, to delay the CRJ Scheduled Delivery Date therefor.
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Note 1 - Relating to El75LL Covered Aircraft:
The delivery dates and in-service dates for El75LL Covered Aircraft must satisfy the following conditions:
17.1.1.
No later than [REDACTED ] prior to the scheduled delivery month for each El75LL Covered Aircraft or as soon as practically possible for any of the El75LL Covered Aircraft, as set forth on Table 3 to Schedule 1 (the "El75LL Scheduled Delivery Date"), Contractor and United shall meet to discuss the dates that are likely to be selected as the committed in-service date for each of the El75LL Covered Aircraft (the "El75LL Committed In-Service Date"), it being understood that (x) such discussions shall not be binding for purposes of selecting the actual E175 Committed In-Service Date pursuant to clause (e) below, and (y) such dates shall be used by Contractor and United in anticipating aircraft available to schedule and with respect to any applicable Final Monthly Schedule.
17.1.2.
Contractor shall use its commercially reasonable efforts to provide United with notice regarding the delivery status of each El75LL Covered Aircraft from time to time in advance of the El75LL Scheduled Delivery Date with respect to such El75LL Covered Aircraft, including without limitation information relating to the commencement of the delivery inspection period, delays in delivery, or otherwise relating to the delivery of such aircraft.
17.1.3.
[REDACTED ] prior to the El75LL Scheduled Delivery Date for each of the El75LL Covered Aircraft as set forth on Table 3 to Schedule 1, and reasonably frequently from time to time thereafter, Contractor shall provide United with notice regarding the delivery status of such El75LL Covered Aircraft, including without limitation information relating to the commencement of the inspection period (which notice is anticipated to be given no later than [ REDACTED ] prior to actual delivery date of such aircraft), delays in delivery, or otherwise relating to the delivery of such aircraft.
17.1.4.
With respect to each E175LL Covered Aircraft, Contractor shall provide a final notice of the actual delivery date of any El75LL Covered Aircraft to United no later than the Actual Delivery Date, and which determination shall be confirmed in writing by the parties.
17.1.5.
Following the determination of the Actual Delivery Date for an El75LL Covered Aircraft pursuant to clause (d) above, the parties shall determine an El75LL Committed In-Service Date, which shall be not later than the first to occur of (x) the [ REDACTED]following the Actual Delivery Date and (y) the date set forth under the caption "Actual In-Service Date" for such aircraft on Table 3 to Schedule 1 (as such Actual In-Service Date may be delayed by, and only to the extent such date is delayed by, a delay attributable to the manufacturer or by a delay due to an Act of God that continues for fewer than and which determination shall be confirmed in writing by the parties.
