Amendment No.11 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated December 16, 2022

Exhibit 10.1

AMENDMENT NO. 11 TO

CAPACITY PURCHASE AGREEMENT

This Amendment No. 11 to Capacity Purchase Agreement (this "Amendment No. 11") is dated as of December 16, 2022 (the "Amendment No. 11 Effective Date"), between American Airlines, Inc., a Delaware corporation (together with its successors and permitted assigns, "American"), and Mesa Airlines, Inc., a Nevada corporation (together with its permitted successors and assigns, "Contractor").

WHEREAS, American entered into that certain Amended and Restated Capacity Purchase Agreement, dated as of November 19, 2020 and made effective as of January 1, 2021, with Contractor (as amended, modified and supplemented from time to time, the "Capacity Purchase Agreement") to establish the terms by which Contractor will provide regional airline services utilizing certain Covered Aircraft on behalf of American;

WHEREAS, on December 22, 2020, American entered into that certain Amendment No. 1 to Capacity Purchase Agreement with Contractor;

WHEREAS, on April 9, 2021, American entered into that certain Amendment No. 2 to Capacity Purchase Agreement with Contractor;

WHEREAS, on April 9, 2021, American entered into that certain Amendment No. 3 to Capacity Purchase Agreement with Contractor;

WHEREAS, on June 9, 2021, American entered into that certain Amendment No. 4 to Capacity Purchase Agreement with Contractor;

WHEREAS, on August 9, 2021, American entered into that certain Limited Waiver and Amendment No. 5 to Capacity Purchase Agreement with Contractor;

WHEREAS, on February 4, 2022, American entered into that certain Limited Waiver and Amendment No. 6 to Capacity Purchase Agreement with Contractor;

WHEREAS, on March 31, 2022, American entered into that certain Amendment No. 7 to Capacity Purchase Agreement with Contractor;

WHEREAS, on June 10, 2022, American entered into that certain Amendment No. 8 to Capacity Purchase Agreement with Contractor;

WHEREAS, on June 20, 2022, American entered into that certain Amendment No. 9 to Capacity Purchase Agreement with Contractor;

WHEREAS, on July 29, 2022, American entered into that certain Amendment No. 10 and Limited Waiver to Capacity Purchase Agreement with Contractor;

WHEREAS, it is in the best interests of the parties hereto to further amend the Capacity Purchase Agreement to reflect the agreements set forth herein and to set forth the understanding of the Parties with respect to the termination of the Capacity Purchase Agreement and other related matters; and

WHEREAS, all capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Capacity Purchase Agreement.

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Exhibit 10.1

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, American, on the one hand, and Contractor, on the other hand, agree to the following with respect to the Capacity Purchase Agreement:

l. Section 3.02 (Spare Aircraft; Substitute Aircraft; Damage to Covered Aircraft) of the Capacity Purchase Agreement is hereby amended to add a new clause (d) as follows:

(d) Sale of Covered Aircraft. Contractor may, upon prior Consent from American, sell a Covered Aircraft during the Wind-Down Period so long as Contractor is able to substitute such Covered Aircraft with a CRJ-900 aircraft (each a "Swapped Aircraft"). To request American's prior Consent to any Swapped Aircraft, Contractor shall deliver a Notice to American that states the tail number of the Covered Aircraft to be sold, the serial numbers of the Engines related thereto and the proposed date of the sale. American's Consent to Contractor's request for a Swapped Aircraft shall not be unreasonably withheld, conditioned or delayed. The criteria that American may consider when determining whether to provide its Consent to a Swapped Aircraft may include the following (all as determined by American in its sole discretion): (i) no interruption of Regional Airline Services shall result from the substitution of such Swapped Aircraft; (ii) the Swapped Aircraft shall be of equal or superior performance capability and characteristics as the Covered Aircraft being substituted; (iii) the Swapped Aircraft shall be painted in a livery approved by American; (iv) the Swapped Aircraft shall be in the same seat configuration as the Covered Aircraft being substituted; and (v) the Swapped Aircraft shall otherwise meet the requirements of this Agreement. Upon American's Consent to such Swapped Aircraft, the terms and conditions of this Agreement applicable to the Covered Aircraft being substituted shall apply and be in full force and effect with respect to such Swapped Aircraft, and such Swapped Aircraft shall be deemed a Covered Aircraft at all times while providing Regional Airline Services.

"Amendment No. 11 Effective Date" means December 16, 2022.

"Requested Plan" means any block hours provided by American to Contractor prior to the date of implementation of the applicable Final Monthly Schedule.

"Wind-Down Period'' means the period commencing on the Amendment No. 11 Effective Date and ending on the earlier of (i) [***], or (ii) the date this Agreement is otherwise terminated in accordance with the terms of this Agreement.

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Exhibit 10.1

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Exhibit 10.1

CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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Exhibit 10.1

IN WITNESS WHEREOF, American and Contractor have executed this Amendment No. l l as of the Amendment No. 11 Effective Date.

AMERICAN AIRLINES, INC.

By: /s/ Brandon Kahle Name: Brandon Kahle

Title: Vice President, Regional Operations & Planning

MESA AIRLINES, INC.

By: /s/ Bradford Rich

Name: Bradford Rich

Title: EVP & COO

Signature Page to Amendment No. 11

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Exhibit 10.1

SCHEDULE 1

COVERED AIRCRAFT

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Exhibit 10.1

SCHEDULE 1

COVERED AIRCRAFT

* Subject to the terms and conditions of this Agreement, Contractor may substitute Engines listed on this Schedule 1

within its reasonable discretion.

** [***]

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Exhibit 10.1

ATTACHMENT A

Agreements with Respect to Wind-Down Period

The Parties hereby acknowledge and agree that, at all times during the Wind-Down Period, the provisions set forth in this Attachment A shall apply (notwithstanding anything to the contrary in Section 6.12, Section 6.13, Section 6.14(c), Section VII of Schedule 2, Section I(A) of Schedule 5 or any other sections of the Capacity Purchase Agreement of similar import), [***]

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longer used, or authorized to be used, by Contractor shall immediately cease to be American

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Facilities for the purposes of the Capacity Purchase Agreement.

1. Within [***] after the expiration or termination of the Capacity Purchase Agreement, Contractor shall surrender the American Facilities. The failure by Contractor to timely vacate and surrender the American Facilities pursuant to this Section III(D)(i) without the express written consent of American shall result in [***]

11. Contractor shall surrender the American Facilities with all of the improvements, parts, and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice, such as, but not limited to, damage to walls, flooring, lighting, ceiling (including ceiling tiles), and plumbing. Contractor shall repair any damage occasioned by the installation, maintenance, or removal of its trade fixtures, Contractor owned alterations, and/or utility installations, furnishings, equipment and any other items installed by or for Contractor. Contractor shall also completely remove from the occupied space any and all hazardous substances brought into the occupied space by or for Contractor, even if such removal would require Contractor to perform or pay for any additional work. Trade fixtures shall remain the property of Contractor and shall be removed by Contractor. Any personal property of Contractor not removed on or before the deadline aforementioned shall be deemed to have been abandoned by Contractor and may be disposed of or retained by American as American may desire.

(ii) with respect to any breach that is not a material breach of a material provision of this

Attachment A, American shall have the right to seek actual damages with respect to such breach.

[***]

[***]

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Exhibit 10.1

ATTACHMENT B

FORM OF MUTUAL RELEASE AGREEMENT

This Mutual Release Agreement (this "Release Agreement') is made and entered into this L] day of ( ], 2023 (the "Release Effective Date"), between American Airlines, Inc., a Delaware corporation (together with its successors and permitted assigns, "American"), and Mesa Airlines, Inc., a Nevada corporation (together with its permitted successors and assigns, "Contractor"). American and Contractor are collectively referred to as the "Parties" (each a "Party"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them, as applicable, in the Capacity Purchase Agreement or Amendment No. 11 (each as defined below).

RECITATIONS

WHEREAS, American entered into that certain Amended and Restated Capacity Purchase Agreement, dated as of November 19, 2020 and made effective as of January 1, 2021, with Contractor (as amended, modified and supplemented from time to time, the "Capacity Purchase Agreement') to establish the terms by which Contractor will provide regional airline services utilizing certain Covered Aircraft on behalf of American;

WHEREAS, on December (• ], 2022, American entered into that certain Amendment No. 11 to Capacity Purchase Agreement with Contractor (the "Amendment No. 11");

WHEREAS, Section 6(c) of Amendment No. 11 contemplates that upon the expiration of the Term the Parties shall enter into this Release Agreement, subject to the terms and conditions set forth in Amendment No. 11; and

WHEREAS, Contractor has not caused any Material Breaches during the Wind-Down Period (or American has not taken action with respect to any Material Breaches caused by Contractor during the Wind­ Down Period) and the Term has expired;

NOW THEREFORE, in consideration of the mutual covenants, promises and agreements contained in this Release Agreement and Amendment No. 11, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

have, on account of, arising out of, based upon or in any manner connected with any matter, cause, claim or thing

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Exhibit 10.1

whatsoever in any way relating to the Capacity Purchase Agreement [***], at any time up to and including the Release Effective Date. Contractor hereby further agrees and covenants not to, and shall not, enforce, pursue, commence or prosecute, or assist or otherwise aid any other person or entity in the enforcement, pursuit, commencement or prosecution of, whether directly, derivatively or otherwise, any claims released pursuant this paragraph 2.

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Exhibit 10.1

IN WITNESS THEREOF, the Parties have caused this Release Agreement to be duly executed and effective as of the date set forth above.

AGREED AS TO ALL PROVISIONS:

American Airlines, Inc.

By: _

Mesa Airlines, Inc.

By: _

Date: ,2023

Date: ,2023

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