Financial Statements (unaudited)

EX-10.1 3 p65427ex10-1.txt EX-10.1 1 Exhibit 10.1 MASTER PURCHASE AGREEMENT BETWEEN BOMBARDIER INC. AND MESA AIR GROUP, INC. Schedules to MPA 497 Initials: Mesa Air Group 1 Buyer_______Bombardier_______ 2 TABLE OF CONTENTS SECTION I - TERMS AND CONDITIONS, AND EXHIBITS ARTICLE 1 INTERPRETATION 2 SUBJECT MATTER OF SALE 3 AIRLINE SUPPORT SERVICES AND WARRANTY 4 PRICE 5 PAYMENT 6 DELIVERY PROGRAM 7 BUYER INFORMATION 8 CERTIFICATION FOR EXPORT 8A REGULATORY CHANGES 9 ACCEPTANCE PROCEDURE 10 TITLE AND RISK 11 CHANGES 12 BUYER'S REPRESENTATIVES AT MANUFACTURE SITE 13 EXCUSABLE DELAY 14 NON-EXCUSABLE DELAY 15 LOSS OR DAMAGE 16 TERMINATION 17 NOTICES 18 INDEMNITY AGAINST PATENT INFRINGEMENT 19 LIMITATION OF LIABILITY AND INDEMNIFICATION 20 ASSIGNMENT 21 SUCCESSORS 22 APPLICABLE LAWS 23 CONFIDENTIAL NATURE OF AGREEMENT 24 AGREEMENT Schedules to MPA 497 Initials: Mesa Air Group 2 Buyer_______Bombardier_______ 3 SECTION I CONT'D APPENDICES Appendix 1 [***] EXHIBITS I CERTIFICATE OF ACCEPTANCE II BILL OF SALE III CERTIFICATE OF RECEIPT OF AIRCRAFT IV CHANGE ORDER SECTION II - SCHEDULES SCHEDULES Schedule 1 Financing Schedule 2 [***] Schedule 3 Airworthiness Directives / Service Bulletins Schedule 4 Schedule Completion Guarantee ("SCRG") Schedule 5 Engineering Services Schedule 6 Simulator Training/Simulators Pilot Same Type Rating and Systems Trainer Intentionally Left Blank Schedule 7 Spare Parts Credit Memorandum Schedule 8 Airframe Direct Maintenance Cost Guarantee (ADMCG") SECTION III - AIRLINE SERVICES AND WARRANTY AND SERVICE LIFE POLICY ANNEXES A AIRLINE SERVICES B WARRANTY AND SERVICE LIFE POLICY Schedules to MPA 497 Initials: Mesa Air Group 3 Buyer_______Bombardier_______ 4 Supplement No. PA-497-1 Annex 1 Specification Annex 2 Buyer Selected Optional Features Annex 3 Option Aircraft Annex 4 Aircraft Credit Memorandum Annex 5 Intentionally Left Blank Annex 6 Performance Guarantee Annex 7 Silent Aircraft Options Supplement No. PA-497-2 Annex 1 Specification Annex 2 Buyer Selected Optional Features Annex 3 Option Aircraft Annex 4 Aircraft Credit Memorandum Annex 5 Intentionally Left Blank Annex 6 CRJ 700 Aircraft Performance Guarantee Annex 7 CRJ 700 Lease Rate Subsidies Annex 8 Silent Aircraft Options Supplement No. PA-497-3 Annex 1 Specification Annex 2 Buyer Selected Optional Features Annex 3 Option Aircraft Annex 4 Aircraft Credit Memorandum Annex 5 CRJ 900 Aircraft Launch Customer Credit Memorandum Annex 6 CRJ 900 Aircraft Performance Guarantee Annex 7 CRJ 900 Lease Rate Subsidies Annex 8 Silent Aircraft Options Annex 9 CRJ 900 Termination [***] Schedules to MPA 497 Initials: Mesa Air Group 4 Buyer_______Bombardier_______ 5 This Master Purchase Agreement is made on the day of May, 2001 BY AND BETWEEN: BOMBARDIER INC., a Canadian corporation represented by BOMBARDIER AEROSPACE, REGIONAL AIRCRAFT having an office at 123 Garratt Boulevard, Downsview, Ontario, Canada ("Bombardier") AND: MESA AIR GROUP, INC. 410 N. 44th St., Suite 700 Phoenix, AZ 85008 ("Buyer") WHEREAS Buyer desires to purchase twenty (20) Canadair Regional Jet aircraft Series 200 ("CRJ 200), twenty (20) Canadair Regional Jet aircraft Series 700 ("CRJ 700"), and twenty (20) Canadair Regional Jet aircraft Series 900 ("CRJ 900") Aircraft (as later defined) and related data, documents, and services under this Agreement (as later defined), and Bombardier desires to sell or arrange the sale of such Aircraft, data, documents and services to Buyer, NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Bombardier agree as follows: Schedules to MPA 497 Initials: Mesa Air Group 5 Buyer_______Bombardier_______ 6 SECTION I OF MASTER PURCHASE AGREEMENT NO. PA-497 TERMS AND CONDITIONS Schedules to MPA 497 Initials: Mesa Air Group 6 Buyer_______Bombardier_______ 7 ARTICLE 1 - INTERPRETATION 1.1 The recitals above have been inserted for convenience only and do not form part of this Agreement. 1.2 The headings in this Agreement are included for convenience only and shall not be used in the construction and interpretation of this agreement. 1.3 In this Agreement, unless otherwise expressly provided, the singular includes the plural and vice-versa. 1.4 In this Agreement the following expressions shall, unless otherwise expressly provided, mean: (a) "Acceptance Period" shall have the meaning attributed to it in Article 9.3; (b) "Acceptance Date" shall have the meaning attributed to it in Article 9.7(a); (c) "Agreement" means this Master Purchase Agreement, and incorporated herein by this reference, its Supplements and any Letter Agreements, executed and delivered by the parties hereto in connection with the transactions contemplated by this Agreement, including, in each case, their Exhibits, Annexes, Schedules and Appendices, if any, either attached hereto or subsequently agreed by the parties hereto, pursuant to the provisions of this Agreement, as amended from time to time pursuant to the provisions of this Agreement; (d) "Aircraft" shall have the meaning attributed to it in Article 1.0 of the applicable Supplement; (e) "Aircraft Purchase Price" shall have the meaning attributed to it in the applicable Supplement; (f) "Base Price" shall have the meaning attributed to it in Article 2.0 of the applicable Supplement; (g) "Bill of Sale" shall have the meaning attributed to it in Article 9.7(c); (h) "BFE" shall have the meaning attributed to it in Article 7.2; (i) "Buyer Selected Optional Features" shall have the meaning attributed to it in Annex 2of the applicable Supplement; (j) "Delivery Date" shall have the meaning attributed to it in Article 9.7(c); Schedules to MPA 497 Initials: Mesa Air Group 7 Buyer_______Bombardier_______ 8 (k) "Economic Adjustment Formula", if applicable, shall have the meaning attributed to it in Appendix 1; (l) "Excusable Delay" shall have the meaning attributed to it in Article 13.1; (m) "FAA" shall have the meaning attributed to it in Article 8.1; (n) "Interest Rate" means 200 basis points above LIBOR. (o) "LIBOR" means the six (6) month London interbank borrowing rate as published in the Wall Street Journal. (q) "Non-Excusable Delay" shall have the meaning attributed to it in Article 14.1; (r) "Notice" shall have the meaning attributed to it in Article 17.1; (s) "Other Patents" shall have the meaning attributed to it in Article 18.1; (t) "Permitted Change" shall have the meaning attributed to it in Article 11.2; (u) "Readiness Date" shall have the meaning attributed to it in Article 9.1.3; (v) "Regulatory Change" shall have the meaning attributed to it in Article 8.A.1; (w) "Scheduled Delivery Month" shall have the meaning attributed to it in the applicable Supplement; (x) "Specification" shall have the meaning attributed to it in the applicable Supplement; (y) "Supplement" means a supplementary agreement to this Agreement entered into by the parties for the purchase of specific products offered for sale by Bombardier, Inc.; (z) "Taxes" shall have the meaning attributed to it in Article 4.2; and (aa) "TC" shall have the meaning attributed to it in Article 8.1. 1.5 All dollar amounts in this Agreement are in United States Dollars. Schedules to MPA 497 Initials: Mesa Air Group 8 Buyer_______Bombardier_______ 9 ARTICLE 2 - SUBJECT MATTER OF SALE 2.1 A description of the Aircraft being purchased and sold under the terms of this Agreement and the related Bombardier specification document number(s) will be set out in the applicable Supplement. Schedules to MPA 497 Initials: Mesa Air Group 9 Buyer_______Bombardier_______ 10 ARTICLE 3 - CUSTOMER SUPPORT SERVICES AND WARRANTY 3.1 Bombardier shall provide to Buyer the customer support services pursuant to the provisions of Annex A attached hereto and the applicable Supplement. 3.2 Bombardier shall provide to Buyer the warranty and the service life policy described in Annex B attached hereto and the applicable Supplement which shall be the exclusive warranty applicable to the Aircraft. 3.3 Unless expressly stated otherwise, the services referred to in 3.1 and 3.2 above and the applicable Supplement are offered in connection with and are material to the sale of the Aircraft and are included in the Aircraft Purchase Price. Schedules to MPA 497 Initials: Mesa Air Group 10 Buyer_______Bombardier_______ 11 ARTICLE 4 - PRICE 4.1 (a) The base price for each of the Aircraft is set out in Article 2 of the applicable Supplement. (b) The base price of the Buyer Selected Optional Features is set out in the applicable Supplement. 4.2 The Aircraft Purchase Price (as defined in the applicable Supplement) does not include any taxes, fees or duties including, but not limited to, sales, use, value added (including the Canadian Goods and Services Tax), personal property, gross receipts, franchise, excise taxes, assessments or duties which are or may be imposed with respect to the Aircraft and other related services. Bombardier agrees to bear and pay when due, to assume liability for, and to indemnify, defend and hold harmless Buyer from, any and all taxes, duties, imposts and similar charges, including penalties and interest of any nature ("Taxes") that are both: (a) levied, assessed, charged or collected for or in connection with (i) the fabrication, manufacture, modification, assembly, transfer, sale (including any corresponding use tax), delivery of or export from Canada of any Aircraft before, at or in connection with the actual delivery or exportation thereof (even if such tax is assessed at later date) (and provided such Taxes are not payable as a result of Buyer having a connection with Canada other than being a party to this Agreement and purchasing and accepting delivery of the Aircraft in Canada) or (ii) the payment of any amount by Bombardier to Buyer contemplated by this Agreement; and (b) imposed upon Bombardier or Buyer by Canada or any provincial or local government or taxing authority thereof. Buyer will promptly export the Aircraft from Canada following delivery and will not divert the same for use, consumption, sale or other disposition in Canada subsequent to actual delivery and prior to export. If Buyer fails to promptly export the Aircraft from Canada following delivery, Bombardier will not have any obligation under this Article 4.2 to the extent that Taxes covered by this Article 4.2 are payable as a result of such failure. Bombardier further agrees to bear and pay when due, to assume liability for, and to indemnify, defend and hold harmless Buyer from any and all costs and liabilities, including reasonable attorneys' fees, incurred in connection with defending any claims for the costs and liabilities described in this Article 4.2. If any Canadian Taxes, including any Taxes assessed by Canada or any provincial or local government or taxing authority thereof, are required to be deducted or withheld from, or paid in connection with, any payments required to be made by this Article 4.2, Bombardier shall either pay such Canadian Taxes directly to the taxing authority or reimburse Buyer so that Buyer ultimately receives the amount it would have received if no such Canadian Taxes had been imposed. However, this Article 4.2 shall not apply to any claim against Buyer for which Buyer is otherwise entitled to indemnification from Bombardier under this Schedules to MPA 497 Initials: Mesa Air Group 11 Buyer_______Bombardier_______ 12 Article 4.2 unless Buyer notifies Bombardier in writing of such claim, and, further provided, that upon written request of Bombardier, Buyer will, if then permitted by law, permit Bombardier to contest or protest such Taxes at Bombardier's expense and provide reasonable cooperation to Bombardier in such contest or protest. If Bombardier pays any Taxes in accordance with the above and Buyer is entitled to a total or partial refund of or other form of relief (including the benefit of a tax credit) from such Taxes that does not arise from and is not otherwise attributable to the duplicate payment of such Taxes by Buyer, Buyer shall, upon the request of Bombardier, irrevocably assign the right to such refund or other form of relief (including the benefit of a tax credit) to Bombardier or, if such an assignment would be illegal or unenforceable, take whatever action is required to obtain such refund or other form of relief (including the benefit of a tax credit) (at Bombardier's expense) and remit the proceeds therefrom to Bombardier. In the event that there is a change in Canadian or United States law, rules or regulations, which has a material adverse taxable effect on either Bombardier or Buyer in connection with the fabrication, manufacture, modification, assembly, sale, delivery, transfer or export of any Aircraft to Buyer or its designee, Bombardier and Buyer will cooperate to effect the delivery of the Aircraft in a jurisdiction or take such other appropriate action which will minimize the impact of such a change in Canadian or United States law, rules or regulations, on the affected party, taking into account any Taxes resulting from delivery of the Aircraft in such jurisdiction, provided no additional out of pocket expenses will be incurred by the non-affected party by the change in delivery location. In addition, Bombardier agrees to bear and pay when due, to assume liability for, and to indemnify defend and hold harmless Buyer, from, any and all taxes, sanctions, fees or duties of any kind or nature resulting in consequence or growing out of any trade disputes that are levied against or imposed upon Buyer in connection with Buyer's purchasing of the Aircraft, after all Buyer's legal and contractual rights have been exhausted at Bombardier's cost, or alternatively after Buyer has, at Bombardier's request, subrogated Bombardier in all of its legal and contractual rights in respect of the same subject to a mutually agreed upon subrogation agreement and such subrogated legal and contractual rights have been exhausted. Upon either party's request, the other party shall execute and deliver to the requesting party any documents reasonably requested by the requesting party in connection with any available exemption from, reduction of, contestation of or defense against any imposition of Taxes that the requesting party is required to pay or reimburse. Schedules to MPA 497 Initials: Mesa Air Group 12 Buyer_______Bombardier_______ 13 4.3 The price of the Aircraft shall be the Base Price adjusted for changes made pursuant to Article 11.1 and any Regulatory Changes pursuant to Article 8A.1 (other than any such Regulatory Change which is to be made without additional charge to Buyer pursuant to Article 8A.2) and/or reduction for applicable Aircraft credits, and further adjusted to the Delivery Date to reflect economic fluctuations during the period from [***] to the Delivery Date of each Aircraft (the Base Price, as adjusted, the "Aircraft Purchase Price"). Such adjustments shall be in accordance with the economic adjustment formula attached as Appendix 1 ("Economic Adjustment Formula") [***]-provided that (i) in the case of an Excusable Delay (as defined in Article 13), [***]-shall be made with respect to the period by which delivery of the Aircraft was delayed as a result of such Excusable Delay, and (ii) in the case of a Non-Excusable Delay (as defined in Article 14), [***]; and provided further that when adjusted, the Aircraft Purchase Price shall in no case be lower than the Aircraft Base Price, as stipulated in Article 4.1 herein. Schedules to MPA 497 Initials: Mesa Air Group 13 Buyer_______Bombardier_______ 14 ARTICLE 5 - PAYMENT 5.1 Buyer shall make the following deposit payments to Bombardier: (i) within two (2) business days from the date of execution of this Agreement, [***]. Such amounts will be held by Bombardier and returned to Buyer, as follows: 1) [***] 2) subject to adjustment pursuant to Article 14, the remaining [***] shall be repaid to Buyer on a pro rata basis in equal amounts upon the [***] pursuant to this Agreement. [***] Upon delivery of the Aircraft, Buyer shall pay the Aircraft Purchase Price in accordance with Article 2 of the applicable Supplement as reduced by the application of any Aircraft Credit Memorandum issued by Bombardier and permitted to be used for such purpose and in the case of the CRJ 900 Aircraft, the CRJ 900 Launch Credit. 5.2 Subject to the provisions of Article 9.9 hereof and Schedule 1 and Bombardier having satisfied its obligations under Article 8, Article 9 and Schedule 1, should Buyer fail to make any of the payments required under the applicable Supplement or Article 5.1 hereof on or before the stipulated date and Buyer does not correct the failure within a period of thirty (30) days thereafter, Buyer shall be in default and any Supplement and this Agreement as it relates thereto shall automatically terminate and Bombardier shall have no further obligation to Buyer under any Supplement and this Agreement as it relates thereto, including the obligation to proceed further with the manufacture of any or all of the Aircraft on behalf of Buyer or the sale and/or delivery of the Aircraft to Buyer. Notwithstanding the preceding sentence Bombardier shall have the option (but not the obligation) of waiving such termination should Buyer make arrangements satisfactory to Bombardier for such payment and all future payments within ten (10) calendar days of the automatic termination. 5.3 [***] The applicable party's right to receive such interest is in addition to any other right or remedy such party has at law as a result of the other party's failure to make payments when due. 5.4 Buyer shall make all payments due under this Agreement and/or any applicable Supplement in immediately available United States Dollars by deposit on or before the due date, to Bombardier's account, as set out in the applicable Supplement in the following manner: (a) Transfer to: National Bank of Canada New York, N.Y. 10101 USA Fed. [***] (b) For credit to: National Bank of Canada UID 014897 600 de la Gauchetiere St. West Schedules to MPA 497 Initials: Mesa Air Group 14 Buyer_______Bombardier_______ 15 Montreal, Quebec, H3B 4L3 Transit No [***] (c) For further credit to: Bombardier Inc. Canadair Division Account No [***] 5.5 All amounts due with respect to each Aircraft shall be paid on or prior to the Delivery Date of the respective Aircraft. 5.6 All payments provided for under this Agreement and/or any applicable Supplement shall be made so as to be received in immediately available funds on or before the dates stipulated herein. 5.7 Bombardier shall remain the exclusive owner of the Aircraft, free and clear of all rights, liens, charges or encumbrances created by or through Buyer, until such time as all payments from Buyer referred to in this Article 5 with respect to the relevant Aircraft have been received in full by Bombardier. Schedules to MPA 497 Initials: Mesa Air Group 15 Buyer_______Bombardier_______ 16 ARTICLE 6 - DELIVERY PROGRAM 6.1 The Aircraft shall be offered for inspection and acceptance to Buyer at Bombardier's facility located in Montreal, Quebec, Canada and during the month(s) or quarter(s) as set forth in the applicable Supplement (the "Scheduled Delivery Months"). Schedules to MPA 497 Initials: Mesa Air Group 16 Buyer_______Bombardier_______ 17 ARTICLE 7 - BUYER INFORMATION 7.1 During the manufacture of the Aircraft, Buyer shall provide to Bombardier on or before the date specified below or, if no date is specified on or before the date reasonably required by Bombardier, all information as Bombardier may reasonably request to manufacture the Aircraft including, without limitation, the selection of furnishings and internal and external colour schemes. Within sixty (60) days of signing this Agreement, Buyer shall: (a) provide Bombardier with an external paint scheme agreed on by the parties, (for the avoidance of doubt, an external paint scheme similar to and not significantly more complicated than that currently employed by Buyer is acceptable to Bombardier); (b) select interior colours; and (c) provide to Bombardier, on such drawings if and as are forwarded to Buyer by or at the request of Bombardier, language translations for interior and exterior Aircraft labels. Failure of Buyer to comply with these requirements may result in an increase in price equal to Bombardier's additional reasonable out-of-pocket expenses, a delay in delivery of the Aircraft, or both, in either case, reasonably related to Buyer's failure. Bombardier shall use its reasonable efforts to prevent or minimize any such delay or price increase. 7.2 Unless otherwise agreed by the parties hereto, not later than nine (9) months prior to the Scheduled Delivery Month of the applicable Aircraft to be delivered pursuant to the applicable Supplement, Buyer shall notify Bombardier in writing of the Buyer furnished equipment ("BFE") (if any) that Buyer wishes to have incorporated into each Aircraft. Buyer shall also provide details of: (a) weights and dimensions of the BFE; (b) test equipment or special tools required to incorporate the BFE; and (c) any other information Bombardier may reasonably require. Within sixty (60) calendar days thereafter, Bombardier shall advise Buyer of the reduction of the Aircraft Purchase Price if such BFE is to replace Schedules to MPA 497 Initials: Mesa Air Group 17 Buyer_______Bombardier_______ 18 Bombardier supplied equipment and of the dates by which each item of BFE is reasonably required by Bombardier. If required the parties hereto shall execute a Change Order in accordance with Article 11.1 to cover such BFE. 7.3 The BFE shall be incorporated in the manufacturing process of the Aircraft subject to the following conditions: (a) Title to the BFE shall remain at all times with Buyer and risk of loss of the BFE shall remain at all times with Buyer except for damages caused by Bombardier's gross negligence or willful misconduct. (b) Buyer shall bear the costs of delivery of the BFE to Bombardier's plant or such other place as Bombardier may reasonably designate, which shall be made no later than the date notified pursuant to Article 7.2, free and clear of any taxes, duties, licenses, charges, liens or other similar claims; (c) The BFE shall meet: 1) reasonable standards of quality of Bombardier, and 2) the requirements of the applicable airworthiness certification agency; (d) The BFE shall be delivered to Bombardier in good condition and ready for immediate incorporation into the Aircraft. Bombardier shall, upon receipt, inspect the BFE as to quantity and apparent defects and inform Buyer of any discrepancies and the required corrective actions to be taken; (e) Bombardier shall only be responsible for the fitment and testing of the BFE in the Aircraft using reasonable care and good manufacturing practices, in accordance with Buyer's written detailed description of the dimensions and weight of such BFE. Buyer shall also furnish information necessary for its proper storage, fitment, servicing, maintenance and operation and regarding availability of test equipment or special tools; (f) BOMBARDIER SHALL HAVE NO LIABILITY OR OTHER OBLIGATIONS AND IS HEREBY RELIEVED OF ANY LIABILITY, WARRANTY OR OTHER OBLIGATION WITH RESPECT TO THE BFE AND BUYER HEREBY WAIVES ALL EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING THOSE OF MERCHANTABILITY OR FITNESS OR OTHERWISE AND ALL OTHER LIABILITY (STRICT OR OTHERWISE) ON THE PART OF BOMBARDIER, BE IT IN Schedules to MPA 497 Initials: Mesa Air Group 18 Buyer_______Bombardier_______ 19 FACT, IN LAW, IN CONTRACT, OR IN TORT (INCLUDING WITHOUT LIMITATION THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT PRODUCTS LIABILITY OF BOMBARDIER OR ITS AFFILIATES), OR OTHERWISE, IN CONNECTION WITH THE BFE OR ITS DESIGN, SUITABILITY, USE OR OPERATION. 7.4 If at any time between receipt of the BFE by Bombardier and the Delivery Date, it is reasonably determined by Bombardier that an item of BFE supplied does not meet the standards and requirements described above or its fitment, integration and testing in the Aircraft or Aircraft systems create delays in the manufacturing or certification process, then such BFE may be removed and replaced by other BFE or, if not available, by Bombardier's equipment. All reasonable costs associated with the removal, refitment, replacement, testing, certification and/or reasonable delays in the Delivery Date of the Aircraft resulting therefrom shall be borne by Buyer, provided that Bombardier shall use its reasonable efforts to minimize any such delays and costs. 7.5 In the event that the delivery of an Aircraft is delayed due to any delay caused by Buyer's failure to: (a) deliver or have BFE delivered by the date required; (b) ensure satisfactory design, suitability, use or operation of the BFE; (c) furnish or obtain applicable BFE data; (d) perform any adjusting, calibrating, retesting or updating of BFE; (e) furnish or obtain any approvals in compliance with the provisions of this Article; or (f) comply with the conditions of this Article, Bombardier agrees to discuss with Buyer and to take such steps reasonably appropriate to minimize, cure, eliminate or work around the delay, but any such delay incurred shall be the responsibility of Buyer and Buyer shall pay to Bombardier any reasonable costs and expenses incurred by Bombardier due to such delay to the extent unavoidable by Bombardier using its reasonable efforts. 7.6 Should there be a delay in delivery caused either by an event outlined in 7.5 above or by an event to which reference is made in Article 13 in connection with the BFE, and if such delay cannot reasonably be minimized, cured, eliminated or worked around by agreement of the parties, Buyer agrees that Schedules to MPA 497 Initials: Mesa Air Group 19 Buyer_______Bombardier_______ 20 Bombardier may deliver the Aircraft without installing the, delayed or nonconforming BFE, and Buyer agrees to take delivery of and pay for the Aircraft unless such BFE is required to obtain the FAA Certificate of Airworthiness for the Aircraft in which event Bombardier shall provide Buyer with a revised Readiness Date in respect of the applicable Aircraft. For the avoidance of doubt, the Economic Adjustment Formula in Appendix 1 attached hereto will apply in full with respect to the events outlined in 7.5 above to the extent that the occurrence of any such event causes any delay in the delivery which was unavoidable by Bombardier using its reasonable efforts to prevent the same. 7.7 If this Agreement is terminated in whole or in part in accordance with the provisions hereof Bombardier may elect to, by written notice to Buyer, either: (a) purchase the BFE ordered by Buyer and/or received by Bombardier at a mutually agreeable price; or (b) return the BFE to Buyer Free Carrier (Incoterms 2000) Bombardier's plant, or such other place that Bombardier may designate within Canada or in the 48 contiguous United States. Schedules to MPA 497 Initials: Mesa Air Group 20 Buyer_______Bombardier_______ 21 ARTICLE 8 - CERTIFICATION FOR EXPORT 8.1 Bombardier has obtained or will at no charge to Buyer obtain from Transport Canada, Airworthiness ("TC"), a TC Type Approval (Transport Category) and from the Federal Aviation Administration of the United States ("FAA") an FAA Part 25 Type Certificate for the type of aircraft purchased under this Agreement and any applicable Supplement. Such certificates will be valid on the applicable delivery date. Bombardier will also provide a TC Certificate of Airworthiness for export on or before the Readiness Date and any other certificates and permits agreed upon by Buyer and Bombardier and expressly provided for in this Agreement or any applicable Supplement. 8.2 Other than as required by 8.1 above Bombardier shall not be obligated to obtain any certificates or approvals as part of this Agreement; except that Bombardier shall obtain (a) any certificates required to be obtained by the manufacturer of commercial aircraft to permit the general operation of the Aircraft under those requirements of the FAA FAR Part 25 regulations generally applicable to United States certificated air carriers and (b) any certificates required to be delivered in connection with a Regulatory Change. Prior to 11:00 am Oklahoma City, Oklahoma time on the Delivery Date, Bombardier shall provide proof that the Aircraft is de-registered or that it was not registered in Canada. In addition, Bombardier shall use reasonable efforts to de-register the Aircraft and provide the proof described in the preceding sentence as soon as reasonably practicable following confirmation that no further acceptance flight is required for such Aircraft. Except as otherwise required under this Article 8, the obtaining of any other import license or authority required to import the Aircraft into or operate the Aircraft in any country outside of Canada shall be the responsibility of Buyer. Bombardier shall on behalf of Buyer and to the extent permitted by law, and with Buyer's reasonable assistance, seek the issuance of any Canadian export licenses or permits required to enable Buyer to export the Aircraft from Canada and/or the import of the Aircraft into the United States in each case in accordance with prevailing export and import control regulations in effect on the Delivery Date. Notwithstanding the assistance to be provided to Buyer as set forth in the preceeding sentence, it is Buyer's responsibility to secure such other permits or licenses required for the export of the Aircraft from Canada and/or the import of the Aircraft into the United States. Buyer will indemnify Bombardier for any out of pocket expenses, costs and fees Bombardier incurs to obtain such export permits and licenses. 8.4 If the use of any of the certificates identified in this Article 8 are discontinued during the performance of this Agreement, reference to such discontinued certificate shall be deemed a reference to any other certificate or instrument Schedules to MPA 497 Initials: Mesa Air Group 21 Buyer_______Bombardier_______ 22 which corresponds to such certificate or, if there should not be any such other certificate or instrument, then Bombardier shall be deemed to have obtained such discontinued certificate(s) upon demonstrating that the Aircraft otherwise complies with all of the conditions required to be met on the Delivery Date of the Aircraft. 8.5 Subject to the provisions of this Agreement relating to Regulatory Changes and changes mutually agreed upon by the parties hereto, Bombardier shall be responsible for all certifications and approvals related to the installation of the engines and related hardware and software, if any, on the Aircraft at no cost to Buyer, provided, however, Bombardier may include in the price of changes requested by Buyer the cost of obtaining the related certificates and approvals. 8.6 Buyer is not required to accept delivery of any Aircraft that does not possess as and when required by this Agreement any certificate required to be obtained by Bombardier on or prior to the Readiness Date and that remains valid on the Delivery Date pursuant to Article 8. Buyer is not required to accept delivery of any Aircraft if that Aircraft is not in a condition that makes it immediately eligible for the issuance of (i) the certificates required by Article 8 where Bombardier is required pursuant to Article 8 to deliver the Aircraft in a condition that permits the immediate issuance of such certificates and (ii) the FAA Certificate of Airworthiness upon entry into the United States. 8.7 Bombardier shall make available for inspection the FAA required maintenance logbooks for the Aircraft on or before the Readiness Date for the Aircraft. Schedules to MPA 497 Initials: Mesa Air Group 22 Buyer_______Bombardier_______ 23 ARTICLE 8A - REGULATORY CHANGES 8A.1 If any addition or change to, or modification or testing of the Aircraft is required by any law or governmental regulation or requirement or interpretation thereof by any governmental agency having jurisdiction in order to meet the requirements of Article 8 (a "Regulatory Change"), such Regulatory Change shall be made to the Aircraft prior to Delivery Date, or at such other time after the Delivery Date as the parties may agree upon. [***] 8A.3 Subject to Bombardier's right set forth in Supplement 3 Article 3.3 in respect of the CRJ 900 Aircraft to defer delivery as a result of any delays from obtaining TC or FAA certification or directives from any of said authorities resulting in additional work required on such Aircraft in order to meet airworthiness regulations, if delivery of the Aircraft is delayed by the incorporation of any Non-CRJ Regulatory Change, such delay shall be an Excusable Delay within the meaning of Article 13. [***] 8A.4 Bombardier shall issue a Change Order, reflecting any Regulatory Change required to be made under this Article 8A, which shall set forth in detail the particular changes to be made and the effect, if any, of such changes on design, performance, weight, balance and time of delivery, [***], Base Price and Aircraft Purchase Price. Any Change Orders issued pursuant to this Article with respect to a Non-CRJ Regulatory Change, shall be effective and binding upon the date of Bombardier's transmittal of such Change Order. Any Change Orders issued pursuant to this Article with respect to a CRJ Regulatory Change which has a material negative impact on the aforementioned parameters shall be effective and binding only if and when agreed to in writing by Buyer. 8A.5 Reference to a regulatory authority shall include any succeeding department or agency then responsible for the duties of said regulatory authority. 8A.6 [***] Schedules to MPA 497 Initials: Mesa Air Group 23 Buyer_______Bombardier_______ 24 ARTICLE 9 - ACCEPTANCE PROCEDURE 9.1 Bombardier shall give Buyer notice, by facsimile or telegraphic communication or other expeditious means, of the date of readiness of each Aircraft for inspection and acceptance by Buyer as follows: 9.1.1 Bombardier will give notice of no less than [***] prior to the first day of the relevant Aircraft's Scheduled Delivery Month, confirming the targeted week within the Scheduled Delivery Month during which the Aircraft is planned to be available for delivery and inspection. Bombardier shall use reasonable efforts to meet this tentative delivery week, but shall not be bound by such tentative delivery week; and 9.1.2 Bombardier will give notice of no less than [***] calendar days prior to the first day of the relevant Aircraft's Scheduled Delivery Month, confirming the delivery week (the "Scheduled Delivery Week") within the Scheduled Delivery Month during which the Aircraft will be available for delivery and the commencement of inspection; and 9.1.3 Bombardier will give notice of no less than [***] calendar days prior to the day (the "Readiness Date"), within the Scheduled Delivery Week on which the Aircraft will be tendered for the commencement of Buyer's ground and flight inspection and acceptance. 9.1.4 Bombardier shall also provide notices of Scheduled Delivery Months for the CRJ 900 Aircraft in calendar months not less than [***] prior to the first day of the calendar quarter in which the first scheduled CRJ 900 Aircraft delivery is to occur. 9.2 Not less than [***] days prior to the Readiness Date Buyer shall: (a) provide notice to Bombardier as to the source and method of payment of the balance of the Aircraft Purchase Price; (b) identify to Bombardier the names of Buyer's representatives who will participate in the inspection, acceptance flight and acceptance; and (c) provide evidence of the authority of the designated persons to execute the Certificate of Acceptance and other delivery documents on behalf of Buyer. Schedules to MPA 497 Initials: Mesa Air Group 24 Buyer_______Bombardier_______ 25 9.3 At delivery, each Aircraft (a) will conform to the applicable Specification and the applicable performance guarantees provided to Buyer pursuant to this Agreement, in any case as in effect on the Delivery Date, (b) will meet the requirements of Article 9.5 and (c) shall be free and clear of all liens, claims and encumbrances of any nature whatsoever except those created by or through Buyer including any vendor liens in respect of the Aircraft purchase price. Buyer shall have up to three (3) consecutive working days, subject to extension pursuant to Article 9.6, commencing on the later of the Readiness Date or the date the Aircraft is actually made available to Buyer for ground inspection and acceptance flight in which to complete the inspection and acceptance flight (such period being the "Acceptance Period"). 9.4 Up to six (6) representatives of Buyer may participate in Buyer's ground inspection of the Aircraft and up to four (4) representatives of Buyer may participate in the acceptance flight. Bombardier shall, if requested by Buyer, perform an acceptance flight of not less than one (1) and not more than three (3) hours duration. Bombardier shall pay all of the costs related to such acceptance flight excluding any costs related to or associated with the participation of Buyer's personnel in such flights. Ground inspection and acceptance flight shall be conducted in accordance with mutually agreed acceptance procedures (agreed to by the parties at least thirty (30) days prior to the Scheduled Delivery Month of the first Aircraft governed by the applicable supplement hereunder) . At all times during ground inspection and acceptance flight, Bombardier shall retain control over the Aircraft, but shall permit one (1) of Buyer's representatives to fly the Aircraft for a reasonable period of time during such flight, and one of Bombardier's representatives shall be "captain-in-command". 9.5 If (a) [***] (b) the obligations of Bombardier under Article 8 are met; (c) the obligations of Bombardier under Article 9.3 with respect to the absence of liens and other encumbrances are met; and (d) [***] in each case subject to either the waiver of such delivery requirement (collectively, the "Delivery Requirements") by Buyer pursuant to the terms and conditions of a Discrepancy Letter (as defined in Article 9.6 below) or Bombardier correcting the discrepancy in accordance with the provisions of Article 9.6 prior to the last day of the Acceptance Period, Buyer shall accept the Aircraft on or before the last day of the Acceptance Period in accordance with the provisions of Article 9.7. Schedules to MPA 497 Initials: Mesa Air Group 25 Buyer_______Bombardier_______ 26 9.6 If any defect or discrepancy from the requirements of Article 9.3 in the Aircraft (a "Discrepancy") is revealed by Buyer's ground inspection or acceptance flight, such Discrepancy will be corrected by Bombardier, at no cost to Buyer as soon as reasonably possible. In the event of a failure to meet the Delivery Requirements due to a material defect or material discrepancy, to the extent necessary to verify the correction thereof, Bombardier shall permit additional ground inspection by Buyer and shall perform one (1) or more further acceptance flights in accordance with Article 9.4 and the Acceptance Period shall be extended as necessary. In the event Buyer desires to accept an Aircraft that Buyer is not required to accept pursuant to Article 9.6 having any material defect or material discrepancy and/or in the event that Buyer accepts delivery of an Aircraft having one or more Discrepancies not giving rise to a right for Buyer to refuse to accept delivery of such Aircraft pursuant to Article 9.6, the Parties shall mutually agree as a condition precedent to such acceptance, in the form of a letter agreement, on the Discrepancy and/or the material defect or material discrepancy, a timeline for and the manner of the correction of the same by Bombardier at no charge to Buyer and any remedies if the agreed upon correction period is not met (the "Discrepancy Letter"). [***] Payment of [***] liquidated damages will be by credit memorandum (the amount of which shall be applied to reduce the Aircraft Purchase Price or to be used for the purchase of Bombardier goods and services) or in cash, at Buyer's election, within five (5) business days of actual delivery of the applicable Aircraft or[***] 9.7 Upon completion of the ground inspection and acceptance flight of the Aircraft and correction of any material defects or material discrepancies: (a) Buyer will sign a Certificate of Acceptance (in the form of Exhibit I hereto) for the Aircraft. Execution of the Certificate of Acceptance by or on behalf of Buyer shall be evidence of Buyer having examined the Aircraft and found it in accordance with the provisions of this Agreement but shall not, except to the extent of such acknowledgement, constitute a waiver of Buyer's rights under this Agreement, including, without limitation, the Warranty, Service Life Policy or any letter agreement executed and delivered by the parties hereto in connection with this Agreement. The date of signature of the Certificate of Acceptance shall be the "Acceptance Date"; (b) Bombardier will supply a TC Certificate of Airworthiness/for export/and other certificates required by Article 8; and (c) Buyer shall pay Bombardier the balance of the Aircraft Purchase Price and any other amounts due, at which time Bombardier shall issue an FAA Bill of Sale (the "FAA Bill of Sale") and issue a bill of sale (in the Schedules to MPA 497 Initials: Mesa Air Group 26 Buyer_______Bombardier_______ 27 form of Exhibit II hereto) passing to Buyer good title to the Aircraft free and clear of all liens, claims, charges and encumbrances except for those liens, charges or encumbrances created by or claimed through Buyer (the "Bill of Sale") including any vendor lien created in the circumstances where Bombardier permits delivery of an Aircraft to Buyer prior to receipt of payment in full of the Aircraft Purchase Price. The date on which Bombardier delivers the FAA Bill of Sale, Bill of Sale and the permits, licenses and certificates required to be delivered under Article 8 and Buyer takes delivery of the Aircraft shall be the "Delivery Date". Delivery of the Aircraft shall be evidenced by the execution and delivery of the Bill of Sale and of the Certificate of Receipt of Aircraft (in the form of Exhibit III hereto). 9.8 Subject to Schedule 1 hereto and provided that Bombardier has met all of its obligations under Article 8, this Article 9 and Schedule 1, should Buyer not accept, pay for and take delivery of any of the Aircraft governed by the applicable Supplement within ten (10) business days after the end of the Acceptance Period of such Aircraft, Buyer shall be deemed to be in default of the terms of this Agreement with respect to all the undelivered Aircraft governed by the applicable Supplement. 9.9 Subject to Schedule 1 hereto and provided that Bombardier has met all of its obligations under Article 8, this Article 9 and Schedule 1, should Buyer not accept, pay for and/or take delivery of any one of the Aircraft governed by a Supplement within thirty (30) calendar days following the end of the Acceptance Period, this Agreement, with respect to all Aircraft governed by such Supplement shall automatically terminate. Bombardier shall however, have the option (but not the obligation) of waiving such termination should Buyer, within ten (10) calendar days following such termination, make arrangements satisfactory to Bombardier to accept delivery of and provide payment for all amounts owing or to become due pursuant to this Agreement and the applicable Supplement. [***] ARTICLE 10 - TITLE AND RISK 10.1 Title to the Aircraft and risk of loss of or damage to the Aircraft passes to Buyer when Bombardier presents the FAA Bill of Sale, the Bill of Sale and the valid permits, licenses and certificates required to be delivered under Article 8 and all conditions set forth in this Agreement and applicable supplements to Buyer's obligations to accept delivery of the Aircraft have been met or waived by Buyer on the Delivery Date and when Buyer has paid the purchase price in full. Schedules to MPA 497 Initials: Mesa Air Group 27 Buyer_______Bombardier_______ 28 10.2 If, after transfer of title on the Delivery Date, the Aircraft remains in the care, custody or control of Bombardier, Buyer shall retain risk of loss of, or damage to the Aircraft; and for itself and on behalf of its insurer(s) hereby waives and renounces, and releases Bombardier and any of Bombardier's affiliates from any claim, whether direct, indirect or by way of subrogation, for damages to or loss of the Aircraft arising out of, or related to, or by reason; of such care, custody or control [***] Schedules to MPA 497 Initials: Mesa Air Group 28 Buyer_______Bombardier_______ 29 ARTICLE 11 - CHANGES 11.1 Other than a Permitted Change as described in Article 11.2, or a Regulatory Change as described in Article 8A.1, any change to this Agreement (including without limitation the Specification) or any features or BFE, if any, changing the Aircraft from that described in the Specification, requested by either party hereto, and as may be mutually agreed upon by the parties hereto, shall be made using a change order ("Change Order") substantially in the format of Exhibit IV hereto. Should either party request a change, Bombardier shall promptly advise Buyer of the effect, if any, of such change request on: (a) the Scheduled Delivery Month, Schedule Delivery Week and the Readiness Date (each as may be known at the time) and the Aircraft on which the change will be effected; (b) the price and payment terms applicable to the Change Order; and (c) any other material provisions of this Agreement (including the Specification or the applicable performance guarantees provided hereunder or in connection herewith) which will be affected by the Change Order. Such Change Order shall become effective and binding on the parties hereto when signed by a duly authorized representative of each party. 11.2 Prior to the Delivery Date of any Aircraft Bombardier may without a Change Order or Buyer's consent: (a) substitute the kind, type or source of any material, part, accessory or equipment with any other material, part, accessory or equipment of like, equivalent or better kind or type; or (b) make such change or modification to the Specification as it deems appropriate to: 1) improve the Aircraft, its maintainability or appearance, or 2) prevent delays in manufacture or delivery, or 3) meet the delivery requirements of Articles 2, 6 and 8, other than with respect to a Regulatory Change to which the provisions of Articles 8A.1 and 8A.2 shall apply, [***] Any change made in accordance with the provisions of this Article 11.2 shall be deemed to be a "Permitted Change" and the cost thereof shall be borne by Bombardier. Bombardier shall notify Buyer in writing prior to making any such change sufficiently in advance to give Buyer the opportunity to object to Schedules to MPA 497 Initials: Mesa Air Group 29 Buyer_______Bombardier_______ 30 any such change on the basis that it has one of the prohibited effects set forth above. Other than a permitted change as described in this Article 11.2 or a Non-CRJ Regulatory Change as described in Article 8, or a CRJ Regulatory Change which does not have a material impact on the parameters set out in Article 8A.4, Bombardier shall not have the right to make any changes without the prior written consent of Buyer. Buyer is not required to accept delivery of any Aircraft that fails to meet the applicable performance guarantee as the result of the incorporation of a Permitted Change. Schedules to MPA 497 Initials: Mesa Air Group 30 Buyer_______Bombardier_______ 31 ARTICLE 12 - BUYER'S REPRESENTATIVES AT MANUFACTURE SITE 12.1 Commencing with the date which is [***] prior to the Scheduled Delivery Month of the first Aircraft, and ending with the Delivery Date of the last Aircraft purchased hereunder, Bombardier shall furnish, without charge to Buyer, one (1) suitable office and the use of related equipment, including one (1) desk, file cabinets, two (2) telephone lines and access to shared facsimile and shared photocopy equipment, for [***] of Buyer's representatives. Such space and equipment shall be conveniently located at Bombardier's main manufacturing facility or such other location as may be mutually agreed by Bombardier and Buyer. Bombardier will also provide to Buyer's representative access to the tools, measuring devices, test equipment and technical and other assistance as may be reasonably necessary to perform acceptance tests and to inspect the Aircraft during manufacturing, provided that in doing so there is no disruption to the manufacturing process and that such things are available. Buyer shall be responsible for all expenses of its representatives and shall notify Bombardier at least thirty (30) days prior to the first scheduled visit of such representative and three (3) days prior to each subsequent visit. 12.2 Bombardier's and Bombardier's affiliates' facilities shall be accessible to Buyer's representative during normal working hours. Buyer's representatives shall have the right at any and all times during such normal business hours to observe the work at Bombardier's or Bombardier's affiliates' facilities where the work on Buyer's Aircraft is being carried out provided Buyer shall not cause any disruption in the performance of the work. 12.3 Bombardier shall advise Buyer's representative of Bombardier's or Bombardier's affiliates' rules and regulations applicable at the facilities being visited and Buyer's representatives shall conform to such rules and regulations, provided such rules and regulations are not discriminatorily applied to Buyer's representatives. 12.4 At any time prior to delivery of the Aircraft, Buyer's representatives may request, in writing, correction of parts or materials which they reasonably believe are not generally acceptable or in accordance with the Specification. Bombardier shall provide a written response to any such request. Communication between Buyer's representatives and Bombardier shall be solely through Bombardier's Contract Department or its designate. 12.5 BUYER HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS BOMBARDIER, ITS ASSIGNEES AND AFFILIATES AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND CONTRACTORS FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND Schedules to MPA 497 Initials: Mesa Air Group 31 Buyer_______Bombardier_______ 32 EXPENSES RESULTING FROM INJURIES TO OR DEATH OF OR LOSS OF OR DAMAGE TO PROPERTY OF BUYER OR BUYER'S REPRESENTATIVES WHILE AT BOMBARDIER'S OR BOMBARDIER'S AFFILIATES OR SUBCONTRACTOR'S FACILITIES AND/OR DURING INSPECTION, ACCEPTANCE FLIGHT OR ACCEPTANCE OF THE AIRCRAFT, CAUSED BY THE NEGLIGENCE OF BOMBARDIER, ITS ASSIGNEES, AFFILIATES' OR THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR CONTRACTORS. Schedules to MPA 497 Initials: Mesa Air Group 32 Buyer_______Bombardier_______ 33 ARTICLE 13 - EXCUSABLE DELAY 13.1 In the event of a delay on the part of Bombardier in the performance of its obligations or responsibilities under the provisions of this Agreement or any applicable Supplement due directly or indirectly to a cause which is beyond the reasonable control of Bombardier (an "Excusable Delay") except as provided in this Article, Bombardier shall not be liable for, nor be deemed to be in default under this Agreement nor under the applicable Supplement on account of such delay in delivery of the Aircraft or other performance hereunder and the time fixed or required for the performance of any obligation or responsibility in this Agreement or the applicable Supplement shall be extended for a period equal to the period during which any such cause or the effect thereof persists. Excusable Delay shall be deemed to include, without limitation, delays occasioned by the following causes: (a) acts of God; (b) war, warlike operations, act of the enemy, armed aggression, civil commotion, insurrection, riot or embargo; (c) fire, explosion, earthquake, lightning, flood, drought, windstorm or other action of the elements or other catastrophic or serious accidents; (d) epidemic or quarantine restrictions; (e) any change in legislation, acts, orders, directives or regulations of any governmental or other duly constituted authority (other than CRJ Regulatory Changes and CRJ Airworthiness Directives) once the applicable Aircraft type has been certified by the FAA; (f) strikes, lock-out, walk-out, and/or other labor troubles, in each case, with respect to employees of Bombardier causing cessation of work; (g) excepting BFE shortages resulting from an event described in Article 7.5, lack or shortage or delay in delivery of supplies, materials, accessories, equipment, tools or parts, provided another reasonable and practicable source or measure to avoid such lack, shortage or delay is not available to Bombardier or the relevant supplier thereof; (h) delay or failure of carriers, subcontractors or suppliers in cases where no alternative carrier or supplier or subcontractor is reasonably available and able to meet the requirements for the Aircraft; (i) delay in obtaining any airworthiness approval or certificate, or any equivalent approval or certification, by reason of the change in any law or governmental order, directive or regulation, by a governmental agency, the effective date of which is subsequent to the date of the applicable Supplement. Schedules to MPA 497 Initials: Mesa Air Group 33 Buyer_______Bombardier_______ 34 13.2 (a) In the event of an Excusable Delay, or an anticipated Excusable Delay, Bombardier shall conduct an appraisal of the facts and normal scheduling procedures, and if it concludes that delivery of one or more of the Aircraft will be delayed for more than [***] In the event Bombardier determines that the Aircraft will be delayed for more than twelve (12) months after the originally Scheduled Delivery Month, Bombardier may terminate this Agreement with respect to such delayed Aircraft by giving written notice to Buyer within thirty (30) business days of the communication of such determination to Buyer. (b) If, due to Excusable Delay, delivery of any Aircraft is delayed for more than [***] If due to Excusable Delay, delivery of any Aircraft is delayed for more than twelve (12) months from the last day of the respective Scheduled Delivery Month, last day of the respective Scheduled Delivery Week or the respective Readiness Date of such Aircraft (in all cases whichever of such dates has been established and, most closely fixes the date upon which delivery of the Aircraft was to occur), Bombardier may terminate this Agreement with respect to such Aircraft by giving written notice to Buyer within thirty (30) business days after the expiration of such twelve (12) month period. 13.3 [***] as a result of an Excusable Delay, [***]case Bombardier's sole liability and responsibility shall be limited to[***], less any amount due by Buyer to Bombardier. Such [***] shall be paid by wire transfer of immediately available funds within five (5) business days after any such termination. 13.4 Termination under Article 13.2 shall discharge all obligations and liabilities of Buyer and Bombardier hereunder and under the applicable Supplement with respect to such delayed Aircraft , except that Bombardier shall promptly repay to Buyer and Bombardier's sole liability and responsibility shall be limited to the repayment to Buyer of all deposits and advance payments applicable to such Aircraft on the same basis as if such terminated Aircraft had been delivered to Buyer, and (regardless of whether any such deposits or advance payments received by Bombardier have been characterized as "non-refundable"). Such repayment shall be paid by wire transfer of immediately available funds within five (5) business days after the applicable termination. 13.5 The termination rights set forth in Article 13.2 are the exclusive remedy for and in substitution for any and all other rights and remedies of Buyer in connection with Excusable Delays. 13.6 In determining the Aircraft Purchase Price for an Aircraft the delivery of which is delayed due to Excusable Delay, [***] Schedules to MPA 497 Initials: Mesa Air Group 34 Buyer_______Bombardier_______ 35 ARTICLE 14 - NON-EXCUSABLE DELAY 14.1 If delivery of the Aircraft is delayed by causes (i) not excused under Article 13.1 or (ii) not resulting from an event described in Article 7.5, (a "Non-Excusable Delay"), Bombardier shall pay as Buyer's exclusive remedy (subject to Articles 14.3 and 16.3) for each such delay, as liquidated damages and not as a penalty for each day Bombardier is late with tendering any of the Aircraft for inspection and acceptance pursuant to Article 9.1 of this Agreement, the amount as set forth in the applicable Supplement for each day of Non-Excusable Delay in excess of a grace period of such number of days as set forth in the applicable Supplement [***], to a maximum of the amount set forth in the applicable Supplement for any such delayed Aircraft. Payment of the liquidated damages will be by credit memorandum (the amount of which shall be applied, at Buyer's election, to reduce the Aircraft Purchase Price or to be used for the purchase of Bombardier goods and services) [***] within five (5) business days of actual delivery of the applicable Aircraft or Buyer's termination of this Agreement and the applicable Supplement with respect to such Aircraft, as applicable. In the event Buyer terminates this Agreement with respect to any Aircraft in accordance with Article 14.3 Bombardier will pay to Buyer, within five (5) business days of such termination, the liquidated damages provided for in this Article 14.1 and the applicable Supplement up to the maximum amounts provided for therein in respect of the Aircraft whose delivery has been delayed, calculated from the last day of the respective Scheduled Delivery Month, last day of the respective Scheduled Delivery Week or the respective Readiness Date of such Aircraft (in all cases whichever of such dates has been established and, most closely fixes the date upon which delivery of the Aircraft was to occur) to the date of termination of this Agreement by Buyer. [***] 14.2 THE LIQUIDATED DAMAGES PAYABLE IN ACCORDANCE WITH ARTICLE 14.1, BUYER'S RIGHT OF TERMINATION UNDER ARTICLE 14.3 AND BUYER'S RIGHTS UNDER ARTICLE 16.3 CONSTITUTE BUYER'S EXCLUSIVE REMEDY AND RIGHT FOR NON-EXCUSABLE DELAYS, INCLUDING A COMPLETE FAILURE TO DELIVER, FOR ANY REASON WHATSOEVER. BUYER WAIVES, RELEASES AND RENOUNCES ALL OTHER CLAIMS, RIGHTS AND REMEDIES, AT LAW OR IN EQUITY, WHETHER BASED ON CONTRACT (INCLUDING, WITHOUT LIMITATION WARRANTY), TORT (WHETHER OR NOT ARISING FROM THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OF BOMBARDIER) OR THE STRICT PRODUCTS LIABILITY OF BOMBARDIER OR OTHERWISE, INCLUDING WITHOUT LIMITATION, FOR (a) ANY COSTS INCURRED BY BUYER IN SECURING TEMPORARY OR Schedules to MPA 497 Initials: Mesa Air Group 35 Buyer_______Bombardier_______ 36 PERMANENT REPLACEMENT AIRCRAFT, (b) ANY FINANCING, TAX, PERSONNEL, FACILITY OR OTHER COSTS OR DAMAGES INCURRED BY BUYER RELATING TO DELIVERY OR NON-DELIVERY OF SUCH AIRCRAFT, INCLUDING BUT NOT LIMITED TO EXPENSES FOR PILOT AND GROUND CREW TRAINING, MAINTENANCE FACILITIES, SCHEDULING AND PILOT TIME, OR (c) ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, LOSS OF REVENUE OR LOSS OF PROFIT. 14.3 Any right Buyer might otherwise have to refuse to accept delivery of an Aircraft when offered by Bombardier for inspection and acceptance following a Non-Excusable Delay is included within the rights and remedies for which the liquidated damages provided pursuant to Article 14.1, the rights provided in this Article 14.3 and Buyer's rights under Article 16.3 are the exclusive right and remedy. Buyer will not have the right to refuse to take delivery of any Aircraft because of a Non-Excusable Delay unless and until the aggregate duration of the Non-Excusable Delay for such Aircraft calculated from the Readiness Date, [***] Upon such termination, Bombardier shall pay to Buyer, within five (5) business days of the date of termination, the amounts payable pursuant to Article 14.1. If, no such notice having been given, Bombardier offers an Aircraft for inspection and acceptance and Buyer refuses to take delivery of such Aircraft because of Non-Excusable Delay, Buyer will be deemed to have terminated this Agreement and the applicable Supplement as to such Aircraft. Buyer shall, effective upon any such termination, be entitled to recover from Bombardier, as liquidated damages and not as a penalty the amounts payable pursuant to Article 14.1. [***] 14.4 In determining the Aircraft Purchase Price for an Aircraft the delivery of which is delayed due to Non-Excusable Delay, [***] Schedules to MPA 497 Initials: Mesa Air Group 36 Buyer_______Bombardier_______ 37 ARTICLE 15 - LOSS OR DAMAGE 15.1 In the event that, prior to actual delivery, any Aircraft is lost, destroyed, or damaged beyond economic repair for reasons of Excusable Delay, and consequently cannot be delivered as provided in this Agreement and the applicable Supplement, Buyer shall have the right to either: (a) obtain the next available delivery position in which a replacement aircraft could be manufactured according to the Specification consistent with Bombardier's other contractual commitments and production schedule in which case the Aircraft's Base Price and all applicable credits and charges shall be escalated [***] or (b) terminate this Agreement and the applicable Supplement with respect to the Aircraft (which Aircraft is so lost, destroyed, or damaged beyond economic repair) and receive a refund of all deposits and advance payments made pursuant to this Agreement and the applicable Supplement in respect of such Aircraft, as though such Aircraft had been delivered to Buyer and regardless of whether such deposits or advance payments have been characterized as "non-refundable" (such refund shall be paid by Bombardier to Buyer by wire transfer of immediately available funds within five (5) business days after Buyer's termination notice). Thereafter, all obligations and liabilities of Buyer and Bombardier hereunder with respect to such Aircraft and all related undelivered items and services shall be discharged [***] 15.2 In the event that, prior to actual Delivery, any Aircraft is lost, destroyed, or damaged beyond economic repair for any reason other than reasons of Excusable Delay, and consequently cannot be delivered as provided in this Agreement, Buyer shall have the right to either: (a) obtain the next available delivery position consistent with Bombardier's other contractual obligations in which a replacement aircraft could be manufactured according to the Specification [***] (b) terminate this Agreement and the applicable Supplement with respect to the Aircraft (which Aircraft is so lost, destroyed, or damaged beyond economic repair) and receive the amounts payable pursuant to Article 14.1. (Such amounts shall be paid by Bombardier to Buyer by wire transfer of immediately available funds within two (2) business days after Buyer's termination notice). Schedules to MPA 497 Initials: Mesa Air Group 37 Buyer_______Bombardier_______ 38 ARTICLE 16 - TERMINATION 16.1 Any Supplement and this Agreement as it relates thereto may be terminated, in whole or in part, with respect to any or all of the undelivered Aircraft governed by such Supplement by Bombardier or Buyer by notice of termination to the non-terminating party upon the occurrence of any of the following events with respect to the non-terminating party: (a) the non-terminating party makes a general assignment of all or substantially all of its assets for the benefit of creditors, becomes insolvent or admits in writing its inability to pay its debts as they become due ceases to pay its debts as they become due [***]or the other party ceases doing business as a going concern or suspends all or substantially all of its business operations; or (b) a receiver or trustee is appointed for the non-terminating party or for substantially all of such party's assets and, if appointed without such party's consent, such appointment is not discharged or stayed within sixty (60) calendar days thereafter; or (c) proceedings or action under any law relating to bankruptcy, insolvency or the reorganization, dissolution, liquidation or relief of debtors are instituted by or against the non-terminating party, and, if contested by such party, are not dismissed or stayed within [***] calendar days thereafter; or (d) any writ of attachment or execution or any similar process is issued or levied against the non-terminating party or any significant part of its property and is not released, stayed, bonded or vacated within [***] calendar days after its issue or levy. 16.2 In addition, any Supplement and this Agreement as it relates thereto may be terminated, in whole or in part, with respect to any or all undelivered Aircraft governed by the applicable Supplement: (a) as otherwise provided in this Agreement or the applicable Supplement; or (b) by Bombardier, if Buyer is in default or breach of any material term or condition of this Agreement or the applicable Supplement and Buyer does not cure such default or breach within [***] calendar days after receipt of notice from Bombardier specifying such default or breach; or (c) by Buyer, if Bombardier is in default or breach of any material term or condition of this Agreement or the applicable Supplement and Bombardier Schedules to MPA 497 Initials: Mesa Air Group 38 Buyer_____ Bombardier_____ 39 does not cure such default or breach within [***] calendar days after receipt of a notice from Buyer specifying such default or breach. 16.3 In case of termination of this Agreement and the applicable Supplement under Articles 5.2 or 9.9, or by Bombardier pursuant to Articles 16.1 or 16.2: (a) all rights (including property rights), if any, which Buyer or its assignee may have or may have had in or to this Agreement and the applicable Supplement with regard to any or all of the undelivered Aircraft governed by such Supplement shall become null and void with immediate effect; (b) Bombardier may sell, lease or otherwise dispose of such undelivered Aircraft to another party free of any claim by Buyer; and (c) all amounts paid by Buyer with respect to the applicable undelivered Aircraft governed by the applicable Supplement shall be retained by Bombardier and shall be applied against the reasonable costs, expenses, losses and damages incurred by Bombardier as a result of Buyer's default and/or the termination of this Agreement and the applicable Supplement [***] Buyer hereby acknowledges and recognizes that Bombardier shall have [***] to recover from Buyer such costs, expenses, losses and damages ("Losses"). Bombardier shall, as soon as reasonably possible, return to Buyer any such deposits and amounts paid by Buyer retained pursuant to this Section 16.3(c) which are [***] [***] [***] [***] [***] d) In the event of termination by Buyer due to Bombardier's breach, Bombardier shall pay to Buyer, by wire transfer of immediately available funds within five (5) business days of such termination, all deposits and advance payments paid by Buyer and then held by Bombardier,[***] In the event of the termination of the entire Agreement by Buyer pursuant to the provisions of Article 14 or, in the event a material breach by Bombardier of the Agreement other than in respect of the matters addressed in Article 14, which has a material adverse impact on Buyer in respect of the fundamental economics of the transaction taken in its entirety, [***] Schedules to MPA 497 Initials: Mesa Air Group 39 Buyer_____ Bombardier_____ 40 ARTICLE 17 - NOTICES 17.1 Any notice, request, approval, permission, consent or other communication ("Notice"), to be given or required under this Agreement or a Supplement shall be provided in writing, by hand, registered mail, courier, facsimile, or other electronic communication providing reasonable proof of transmission, except that no notice shall be sent by mail if disruption of postal service is known by the sending party to exist or to be threatened either in the country of origin or of destination, by the party giving the Notice and shall be addressed as follows: (a) Notices to Bombardier shall be addressed to: Bombardier Inc. Bombardier Aerospace, Regional Aircraft 123 Garratt Boulevard Downsview, Ontario Canada M3K 1Y5 Attention: Director of Contracts Facsimile: (416) 375-4533 (b) Notices to Buyer shall be addressed to: Mesa Air Group, Inc. 410 N. 44th St., Suite 700 Phoenix, AZ 85008 Attention: Vice President of Planning Facsimile: (602) 685-4352 17.2 Notice given in accordance with Article 17.1 shall be deemed sufficiently given to and received by the addressees: (a) if delivered by hand, on the day when the same shall have been so delivered; or (b) if mailed or sent by courier on the day indicated on the corresponding acknowledgment of receipt; or Schedules to MPA 497 Initials: Mesa Air Group 40 Buyer_____ Bombardier_____ 41 (c) if sent by facsimile on the day indicated by the acknowledgment or the answer back of the receiver in provable form. ARTICLE 18 - INDEMNITY AGAINST PATENT INFRINGEMENT 18.1 In the case of any actual or alleged infringement of any Canadian or United States patent or, subject to the conditions and exceptions set forth below, any patent issued under the laws of any other country in which Buyer from time to time may lawfully operate the Aircraft ("Other Patents"), by the Aircraft, or by any system, accessory, equipment or part installed in such Aircraft at the time title to such Aircraft passes to Buyer, Bombardier shall indemnify, protect and hold harmless Buyer from and against all claims, suits, actions, liabilities, damages and costs resulting from the infringement, excluding any incidental or consequential damages (which include without limitation loss of revenue or loss of profit) and Bombardier shall, at its option and expense: (a) procure for Buyer the right under such patent to use such system, accessory, equipment or part without charge to Buyer; or (b) replace such system, accessory, equipment or part with one of the similar nature and quality that is non-infringing; or (c) modify such system, accessory, equipment or part to make same non-infringing in a manner such as to keep it otherwise in compliance with the requirements of this Agreement. Bombardier's obligation hereunder shall extend to Other Patents only if from the time of design of the Aircraft, system, accessory, equipment or part until the alleged infringement claims are resolved: (d) in such other country and the country in which the Aircraft is permanently registered have ratified and adhered to and are at the time of the actual or alleged infringement contracting parties to the Chicago Convention on International Civil Aviation of December 7, 1944 and are fully entitled to all benefits of Article 27 thereof; and (e) in such other country and the country of registration shall each have been a party to the International Convention for the Protection of Industrial Property (Paris Convention) or have enacted patent laws which recognize and give adequate protection to inventions made by the nationals of other countries which have ratified, adhered to and are contracting parties to both of the forgoing conventions. 18.2 The foregoing indemnity does not apply to BFE, or to avionics, engines or any system, accessory, equipment or part that was not manufactured to Schedules to MPA 497 Initials: Mesa Air Group 41 Buyer_____ Bombardier_____ 42 Bombardier's detailed design or to any system, accessory, equipment or part manufactured by a third party to Bombardier's detailed design without Bombardier's authorization. 18.3 Buyer's remedy and Bombardier's obligation and liability under this Article are conditional upon (i) Buyer giving Bombardier written notice within ten (10) days after Buyer receives notice of a suit or action against Buyer alleging infringement or within twenty (20) days after Buyer receives any other written claim of infringement (ii) Buyer uses reasonable efforts in full cooperation with Bombardier to reduce or mitigate any such expenses, damages, costs or royalties involved, and (iii) Buyer furnishes promptly to Bombardier copies of all data, papers and records in its possession or control necessary or useful to resist and defend against such claim or suit and requested by Bombardier. Bombardier may at its option conduct negotiations with any party claiming infringement and may intervene in any suit or action. Whether or not Bombardier intervenes, Bombardier shall be entitled at any stage of the proceedings to assume or control the defense provided in doing so that Bombardier also assumes all costs and expenses (including reasonable attorneys fees) associated with such defense. Buyer's remedy and Bombardier's obligation and liability are further conditional upon Bombardier's prior approval of Buyer's payment or assumption of any liabilities, expenses, damages, royalties or costs for which Bombardier may be held liable or responsible. 18.4 THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BOMBARDIER AND REMEDIES OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO BE IN LIEU OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BOMBARDIER AND OF ITS AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INCIDENTAL OR CONSEQUENTIAL, OF BUYER AGAINST BOMBARDIER AND ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR ANY INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR PART. ARTICLE 19 - LIMITATION OF LIABILITY AND INDEMNIFICATION 19.1 BOMBARDIER SHALL HAVE NO OBLIGATION OR LIABILITY (AT LAW OR IN EQUITY), WHETHER ARISING IN CONTRACT (INCLUDING WITHOUT LIMITATION, WARRANTY), IN TORT Schedules to MPA 497 Initials: Mesa Air Group 42 Buyer_____ Bombardier_____ 43 (INCLUDING THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT PRODUCTS LIABILITY OF BOMBARDIER OR ITS AFFILIATES), OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR WHATSOEVER. 19.2 [***] ANNEX B HERETO EXCLUSIVELY SETS FORTH BOMBARDIER'S POST DELIVERY OBLIGATIONS WITH RESPECT TO ANY NON-CONFORMANCE OF THE AIRCRAFT WITH THE SPECIFICATION OR ANY DEFECT IN THE AIRCRAFT. [***] THERE ARE NO UNDERSTANDINGS, REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, BETWEEN THE PARTIES WITH RESPECT TO ANY NON-CONFORMANCE OF THE AIRCRAFT WITH THE SPECIFICATION OR ANY DEFECT IN THE AIRCRAFT OR ANY DEFECT IN ANY OTHER THING DELIVERED UNDER THIS AGREEMENT. 19.3 THE WARRANTY AND SERVICE LIFE POLICY PROVIDED IN ANNEX B TO THIS AGREEMENT AND THE OBLIGATIONS AND LIABILITIES OF BOMBARDIER UNDER THE AFORESAID WARRANTY AND SERVICE LIFE POLICY ARE ACCEPTED BY BUYER TO BE EXCLUSIVE AND IN LIEU OF, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER REMEDIES, WARRANTIES, GUARANTEES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES, EXPRESS OR IMPLIED, OF BOMBARDIER AND ITS AFFILIATES WITH RESPECT TO DEFECTS IN EACH AIRCRAFT OR PART THEREOF, PRODUCT, DOCUMENT OR SERVICE DELIVERED OR PROVIDED UNDER THIS AGREEMENT, ARISING IN FACT, IN LAW, IN CONTRACT, IN TORT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, A. ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OR ANY IMPLIED CONDITION; B. ANY IMPLIED WARRANTY OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; C. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OF BOMBARDIER OR Schedules to MPA 497 Initials: Mesa Air Group 43 Buyer_____ Bombardier_____ 44 ITS AFFILIATES, BY REASON OF THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE AIRCRAFT OR PRODUCT AND SERVICES DELIVERED UNDER THIS AGREEMENT; AND D. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT, ANY BOMBARDIER PARTS, ANY POWER PLANT PARTS, ANY VENDOR PARTS, ANY SPARE PARTS OR ANY TECHNICAL DATA. 19.4 BUYER HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS BOMBARDIER, ITS SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS AND LESSORS, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS, AND EACH OF THEM, FROM AND AGAINST ALL LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES FOR LOSS OF OR DAMAGE TO PROPERTY INCLUDING ANY AIRCRAFT, AND LOSS OF USE THEREOF, OR INJURIES TO OR DEATH OF ANY AND ALL PERSONS (INCLUDING BUYER'S DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES BUT EXCLUDING BOMBARDIER'S OR ANY OF BOMBARDIER'S AFFILIATES' INDIRECTLY OUT OF OR IN CONNECTION WITH ANY AIRCRAFT OR PART THEREOF, PRODUCT, DOCUMENT OR SERVICE DELIVERED OR PROVIDED UNDER THIS AGREEMENT WHETHER OR NOT CAUSED BY THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT PRODUCTS LIABILITY OF BOMBARDIER, ITS SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS AND LESSORS, OR THE EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS OF ANY OF THEM. [***] Schedules to MPA 497 Initials: Mesa Air Group 44 Buyer_____ Bombardier_____ 45 ARTICLE 20 - ASSIGNMENT 20.1 Either party may assign, sell, transfer or dispose of (in whole or in part) any of its rights and obligations hereunder [***] to a wholly owned subsidiary or, in case of Buyer, affiliate [***] to which Buyer assigns its America West Express operating obligations, provided that there is no increase in the liability and/or responsibility of the non-assigning party and that the assigning party remains jointly and severally liable with any assignee for the performance of its obligation under this Agreement. In addition, Buyer shall have the right to sell, lease, sublease, assign, transfer, convey or dispose of any or all of the Aircraft and retain or pass through any or all of the rights, benefits and obligations (including, without limitation, those pertaining to warranties) provided for in this Agreement [***] without the prior written consent of Bombardier to any financial institution or other lender or entity involved in financing the Aircraft for, or leasing the Aircraft to, Buyer, provided in each case that, (i) Buyer shall remain jointly and severally liable with the assignee for the performance of its obligations under this Agreement and (ii) there is no increase in liability and/or responsibility of Bombardier. 20.2 Except as provided in Article 20.1, Buyer shall not assign, sell, transfer or dispose of (in whole or in part) any of its rights or obligations hereunder [***] without Bombardier's prior written consent, such consent not to be unreasonably withheld. In the event of such assignment, sale, transfer or disposition Buyer shall remain jointly and severally liable with any assignee for the performance of all and any of Buyer's obligations under this Agreement and Bombardier reserves the right as a condition of its consent to require a reasonable amendment of one or more of the terms and conditions of this Agreement and (including for more certainty) the applicable Supplement. 20.3 Notwithstanding Article 20.2 above, Buyer may assign, after transfer of title of the Aircraft, its rights under this Agreement, save and except for any rights of Buyer which are expressly stated to be personal to Buyer, to a third party purchaser of any one of the Aircraft, provided said third party acknowledges in writing to be bound by the applicable terms and conditions of this Agreement and provided that there is no increase to the liability and/or responsibility of Bombardier. 20.4 Bombardier may assign any of its rights to receive money hereunder without the prior consent of Buyer. 20.5 Notwithstanding the other provisions of this Article 20, Bombardier shall, at Buyer's cost and expense, if so requested in writing by Buyer, take any action reasonably required for the purpose of causing any of the Aircraft to be subjected (i) to, after the Delivery Date, an equipment trust, conditional sale or lien, or (ii) to another arrangement for the financing of the Aircraft by Buyer, Schedules to MPA 497 Initials: Mesa Air Group 45 Buyer_____ Bombardier_____ 46 provided, however, there shall be no increase to the liability and/or responsibility of Bombardier arising through such financing. ARTICLE 21 - SUCCESSORS 21.1 This Agreement shall inure to the benefit of and be binding upon each of Bombardier and Buyer and their respective successors and permitted assignees. ARTICLE 22 - APPLICABLE LAWS 22.1 THIS AGREEMENT AND (INCLUDING FOR MORE CERTAINTY) SUPPLEMENTS HERETO SHALL BE SUBJECT TO AND CONSTRUED IN ACCORDANCE WITH AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY [***], EXCLUDING THE CHOICE OF LAW RULES WHICH WOULD APPLY THE LAWS OF ANOTHER JURISDICATION, AND THE PARTIES HAVE AGREED THAT THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS HEREBY EXCLUDED. 22.2 Bombardier's obligations under this Agreement shall be subject to and apply only to the extent permitted by applicable laws, regulations, directives and/or orders regarding export controls. ARTICLE 23 - CONFIDENTIAL NATURE OF AGREEMENT 23.1 This Agreement including any Supplements hereto are confidential between the parties and shall not, without the prior written consent of the other party, be disclosed by either party in whole or in part to any other person or body except as may be necessary for either party to carry out its obligations under this Agreement. Except as set forth below, each party shall hold confidential and shall not reproduce any technical data or information supplied by or on behalf of the other party or divulge the same to any third party without the prior written consent of the other party (which consent shall not be unreasonably delayed or withheld). Except as set forth below, neither party will disclose the Evaluation Materials (as defined below) to any third party without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed). The term "Evaluation Materials" shall mean and include the respective (i) data, reports, interpretations, forecasts, records, statements and documents in each case in written, documentary, computer or electronic form of any kind to the extent they contain information concerning Bombardier or Buyer, as the case may be, which is not available to the general public and Schedules to MPA 497 Initials: Mesa Air Group 46 Buyer_____ Bombardier_____ 47 which the other party or its representatives (including its affiliates, directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers and financial advisers of the party) ("Representatives")) provide or have provided, to the recipient (the "Recipient") or any of its Representatives for the purposes of the transactions contemplated by this Agreement (the "Transactions") and (ii) information, reports, analyses, compilations, studies, interpretations, forecasts, records or other material prepared by the Recipient in each case in written, documentary, computer or electronic form containing, in whole or any part, any Evaluation Materials. Evaluation Materials may be disclosed to the Representatives of the Recipient who need to know the information for the purposes of evaluating and analyzing the Transaction, it being understood that they will be advised by the Recipient of the confidential nature of such information and that by receiving such information they are agreeing to be bound by the terms of this Article 23. 23.2 Except as may be reasonably required for the normal operation, maintenance, overhaul and repair of the Aircraft, Buyer shall hold confidential all technical data and information supplied by or on behalf of Bombardier. Buyer shall not reproduce any technical data or information or divulge the same to any third party without the prior written consent of Bombardier. 23.3 Either party may announce the signing of this Agreement by means of a notice to the press provided that the content and date of the notice has been agreed to by the other party. 23.4 In the event Buyer now or hereafter has a class of securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or is subject to the reporting requirements of Section 15(d) thereof, or Buyer proposes to effect an offering of securities registered under the Securities Act of 1933, as amended (the "Securities Act"), and in any such case, Buyer reasonably determines, based upon the advice of counsel that this Agreement or a Supplement hereto is a "material contract" as described in Item 601 of Regulations S-K, and is required to be filed as an exhibit to a registration statement under the Securities Act or a periodic report under the Exchange Act, Buyer shall notify Bombardier, by written notice, at least thirty (30) days prior to the date of such anticipated filing of such determination and the reasons therefor, and shall use its reasonable efforts to work with Bombardier to prepare and file with the Securities and Exchange Commission (the "Commission") a request for confidential treatment pursuant to Rule 24b-2 under the Exchange Act or Rule 406 under the Securities Act, as the case may be, with respect to information in this Agreement, and such other information as Bombardier may reasonably request. Subject to compliance with the foregoing, and notwithstanding the other provisions of this Article, this Agreement and the Supplements hereto may be Schedules to MPA 497 Initials: Mesa Air Group 47 Buyer_____ Bombardier_____ 48 filed as exhibits to such registration statement or periodic report to the extent required by the Commission and such filing shall not constitute a breach hereof by Buyer. Any of the information that is required to be kept confidential pursuant to the provisions of Articles 23.1 and 23.2 (the "Confidential Information") may be disclosed to the extent such information is information that (a) at the time of the disclosure is publicly available or becomes publicly available through no act or omission of the party having a confidentiality obligation under this Agreement, (b) may be reasonably necessary for either party to carry out its obligations or enforce its rights under this Agreement, (c) is independently and lawfully acquired or developed by such disclosing party, (d) is disclosed despite the exercise of reasonable care which shall be at least the same degree of care as such party takes to safeguard comparable confidential information of its own, (e) is required to be disclosed for the operation, maintenance, overhaul or repair of the Aircraft provided the recipient agrees to hold same in confidence and to use same only for the purposes stated above, (f) is required to be disclosed by Buyer by any lending or financial institution or leasing company or other participant in any equipment trust, conditional sale, lease, security agreement, chattel mortgage or other arrangement for the financing or use of the Aircraft by Buyer or for the financing of any of Buyer's obligations under this Agreement, (g) is disclosed as required by court order or as otherwise required by law (including federal securities laws), on the condition that prompt notice of the requirement for such disclosure is given to the other party prior to making any disclosure unless impossible (this phrase only applies with respect to this subsection (g)), (h) as may be reasonably required by Bombardier for purposes of analytical or technical product support, improvement or enhancement of customer support services, (i) is disclosed to independent auditors, accountants or attorneys of the disclosing party who shall be advised of the confidential nature of same, or (j) is disclosed to the disclosing Party by a third party that did not acquire the information under an obligation of confidentiality. This Article shall survive until the latter of (i) the complete performance by Buyer of its obligation hereunder or (ii) two (2) years from February 5, 2001. Schedules to MPA 497 Initials: Mesa Air Group 48 Buyer_____ Bombardier_____ 49 ARTICLE 24 - AGREEMENT 24.1 This Agreement and the matters referred to herein constitute the entire agreement between Bombardier and Buyer with respect to the Bombardier products governed by the applicable Supplements and supersede and cancel all prior representations, brochures, alleged warranties, statements, negotiations, undertakings, letters, memoranda of agreement, proposals, acceptances, agreements, understandings, contracts and communications, whether oral or written, between Bombardier and Buyer or their respective agents, with respect to or in connection with the subject matter of this Agreement and any matters ancillary thereto and no agreement or understanding varying the terms and conditions hereof shall be binding on either Bombardier or Buyer hereto unless an amendment to this Agreement is issued and duly signed by their respective authorized representatives. In the event of any inconsistencies between this Agreement and a Supplement or other documents referred to herein, the provisions of the Supplement shall prevail. 24.2 If any of the provisions of this Agreement are for any reason declared by judgment of a court of competent jurisdiction to be unenforceable or ineffective, those provisions shall be deemed severable from the other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. 24.3 THE BENEFIT OF THE WAIVER, RELEASE, RENUNCIATION AND EXCLUSION OF LIABILITY IN EACH OF ARTICLES 12.5, 16, 18.4, 19, [***] EXTENDS ALSO TO THE OTHER DIVISIONS, OTHER SUBSIDIARIES, AND OTHER AFFILIATES OF BOMBARDIER INC. (COLLECTIVELY THE "BOMBARDIER GROUP") AND TO THE OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES OF THE BOMBARDIER GROUP, ON WHOSE BEHALF AND FOR WHOSE BENEFIT BOMBARDIER IS, FOR PURPOSES OF THIS ARTICLE 24.3, ACTING AS AGENT AND TRUSTEE. 24.4 Bombardier and Buyer confirm to each other they have each obtained the required authorizations and fulfilled any conditions applicable to enable each of them to enter into this Agreement. 24.5 Buyer and Bombardier agree that this Agreement has been the subject of discussion and negotiation and is fully understood by the parties hereto and that the other mutual agreements of the parties set forth herein were arrived at in consideration of the provisions contained in Articles 12.5, 16, 18.4, 19, Annex A Article 2.9.4.5 and Annex B Article 5.1. Schedules to MPA 497 Initials: Mesa Air Group 49 Buyer_____ Bombardier_____ 50 In witness whereof this Agreement was signed on the date first set forth above: For and on behalf of For an on behalf of BUYER BOMBARDIER INC. Bombardier Aerospace REGIONAL AIRCRAFT Signed: ______________________ Signed:______________________ Name: Jonathan Ornstein Name: Anne H. Woodyatt Chairman and CEO Director of Contracts, Americas Schedules to MPA 497 Initials: Mesa Air Group 50 Buyer_____ Bombardier_____ 51 APPENDIX 1 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Schedules to MPA 497 Initials: Mesa Air Group 51 Buyer_____ Bombardier_____ 52 EXHIBIT I TO MASTER PURCHASE AGREEMENT NO. PA 497 CERTIFICATE OF ACCEPTANCE The undersigned hereby acknowledges on behalf of Buyer that the Aircraft bearing manufacturer's serial number ____________________ fitted with two (2) /General Electric CF-34-3A1/3B1/8C1 turbofan engines bearing serial numbers _____________________ and __________________ is accepted for all purposes of this Agreement signed on the day of , 20 between Bombardier Aerospace, Regional Aircraft and Buyer. Place: Date: ________________________ ________________________ SIGNED FOR AND ON BEHALF OF [BUYER'S NAME] Per: ________________________ Title: ________________________ Schedules to MPA 497 Initials: Mesa Air Group 52 Buyer_____ Bombardier_____ 53 EXHIBIT II TO MASTER PURCHASE AGREEMENT NO. PA 497 BILL OF SALE 1. FOR VALUABLE CONSIDERATION, BOMBARDIER AEROSPACE, REGIONAL AIRCRAFT, OWNER OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: ONE CANADAIR REGIONAL JET MODEL /CL-600-2B19/CL-600-2C10/ AIRCRAFT BEARING: MANUFACTURER'S SERIAL NO.: _________________________, WITH: CF34-3A1/3B1/8C1 ENGINES SERIAL NOS.:_________________________, AND AUXILIARY POWER UNIT NO.: __________________________ DOES THIS DAY OF 20 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHT, TITLE AND INTEREST IN AND TO SUCH AIRCRAFT UNTO: [BUYER'S NAME]. BY VIRTUE OF THE EXECUTION OF THIS BILL OF SALE, BOMBARDIER HEREBY DIVESTS ITSELF OF ALL ITS RIGHT, TITLE AND INTEREST OF ANY KIND IN THE AIRCRAFT, IN FAVOUR OF BUYER. BOMBARDIER WARRANTS TO BUYER, ITS SUCCESSORS AND ASSIGNS THAT ON THE DATE HEREOF IT IS THE LAWFUL OWNER OF GOOD, VALID AND MARKETABLE TITLE IN AND TO THE AIRCRAFT AND HAS GOOD RIGHT TO SELL THE SAME AND THAT SUCH TITLE TO THE AIRCRAFT IS ON THE DATE HEREOF FREE AND CLEAR OF ALL CLAIMS, LIENS, ENCUMBRANCES AND RIGHTS OF OTHERS OF ANY NATURE WHATSOEVER (OTHER THAN THOSE CREATED BY OR THROUGH BUYER) AND THAT BOMBARDIER WILL DEFEND SUCH TITLE FOREVER AGAINST SUCH CLAIMS, LIENS, ENCUMBRANCES AND RIGHTS OF OTHERS OF ANY NATURE WHATSOEVER (OTHER THAN THOSE CREATED BY OR THROUGH BUYER). THIS WARRANTY BILL OF SALE, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, Schedules to MPA 497 Initials: Mesa Air Group 53 Buyer_____ Bombardier_____ 54 INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. BUYER: PLACE: TIME: __________________ _________________ For and on behalf of BOMBARDIER INC. Bombardier Aerospace, Regional Aircraft Per: ____________________ Title: ____________________ Schedules to MPA 497 Initials: Mesa Air Group 54 Buyer_____ Bombardier_____ 55 EXHIBIT III TO MASTER PURCHASE AGREEMENT NO. PA 497 CERTIFICATE OF RECEIPT OF AIRCRAFT THE UNDERSIGNED HEREBY ACKNOWLEDGES TO HAVE RECEIVED FROM BOMBARDIER AEROSPACE, REGIONAL AIRCRAFT, AT DORVAL AIRPORT, ADJACENT TO BOMBARDIER'S PLANT IN DORVAL, PROVINCE OF QUEBEC, CANADA, ON THE _____________ DAY OF ______________ , AT THE HOUR OF _____________ O'CLOCK, ONE (1) / CANADAIR REGIONAL JET MODEL /CL-600-2B19/CL-600-2C10/ SERIES 100/200/700 AIRCRAFT, BEARING SERIAL NUMBER ______________, INCLUDING WITH THE AIRCRAFT TWO (2) /CF34-3A1/3B1/8C1 TURBOFAN ENGINES BEARING MANUFACTURER'S SERIAL NUMBERS _____________ & __________________ AND OTHER MAJOR REPLACEABLE ACCESSORIES ATTACHED TO THE AIRCRAFT AND ENGINES. Signed for and on behalf of [Buyer's name]: Per: ______________________ Title: _________ Schedules to MPA 497 Initials: Mesa Air Group 55 Buyer_____ Bombardier_____ 56 EXHIBIT IV TO THIS AGREEMENT CHANGE ORDER (PRO FORMA) CONTRACT CHANGE ORDER PURCHASER: PURCHASE AGREEMENT NO.: AIRCRAFT TYPE: C.C.O. NO.: DATED: PAGE __ of __ REASON FOR CHANGE: ================================================================================ DESCRIPTION OF CHANGE: ALL OTHER TERMS AND CONDITIONS OF THIS AGREEMENT WILL REMAIN UNCHANGED FOR ADMINISTRATIVE PURPOSES ONLY, A CONSOLIDATION OF THE AMENDMENTS CONTAINED IN THIS CCO IS ATTACHED. IN THE EVENT OF INCONSISTENCIES BETWEEN THE CONSOLIDATION AND THIS CCO, THIS CCO SHALL PREVAIL. ================================================================================ FOR AND ON BEHALF OF: FOR AND ON BEHALF OF: Bombardier Aerospace [BUYER] Regional Aircraft Signed: _______________________ Signed: _____________________ Date: _______________________ Date: ___________________ Schedules to MPA 497 Initials: Mesa Air Group 56 Buyer_____ Bombardier_____ 57 SECTION III OF MASTER PURCHASE AGREEMENT NO. PA 497 SCHEDULES Schedules to MPA 497 Initials: Mesa Air Group 57 Buyer_____ Bombardier_____ 58 1.0 [***] 2.0 [***] 2.1 [***] 2.2 [***] 2.3 [***] 3.0 [***] 4.0 [***] 5.0 [***] 6.0 [***] 7.0 The financing provided pursuant to this Schedule 1 may not be assigned or otherwise disposed of by Buyer except (i) to an airline affiliate of Buyer where Buyer remains liable for the obligations under this Agreement, (ii) by operation of law through merger with or into another carrier provided that in any event no Material Adverse Change would result. Schedules to MPA 497 Initials: Mesa Air Group 58 Buyer_____ Bombardier_____ 59 SCHEDULE 2 [***] 1.0 [***] a) [***] 2.0 [***] 3.0 [***] 4.0 [***] Schedules to MPA 497 Initials: Mesa Air Group 59 Buyer_____ Bombardier_____ 60 SCHEDULE 3 AIRWORTHINESS DIRECTIVES/SERVICE BULLETINS [***] [***] [***] [***] Schedules to MPA 497 Initials: Mesa Air Group 60 Buyer_____ Bombardier_____ 61 SUPPLEMENT NO. PA-497-1 TO MASTER PURCHASE AGREEMENT NO. PA-497 BETWEEN BOMBARDIER INC. AND MESA AIR GROUP, INC. This Supplement when accepted and agreed to by Mesa Air Group, Inc. (the "Buyer") will become part of the Master Purchase Agreement No. PA-497 entered into between BOMBARDIER INC., a Canadian corporation represented by Bombardier Aerospace, Regional Aircraft having offices at 123 Garratt Boulevard, Downsview, Ontario, Canada ("Bombardier") and Mesa Air Group, Inc. ("Buyer") dated the 30th day of April, 2001 (the "Agreement") and will evidence the further agreement of the parties with respect to the matters set forth herein. The provisions of the Agreement shall apply to the Bombardier products purchased and sold in accordance with this Supplement. All capitalized terms herein, unless defined herein, shall have the same respective meanings given to them in the Agreement. This Supplement is subject to the provisions of the Agreement, all of which are incorporated herein, provided that in the event of any inconsistency between the provision of the Agreement and the provisions of this Supplement, the latter shall take precedence. ARTICLE 1.0 SUBJECT MATTER OF SALE ARTICLE 1 SUPPLEMENTS TO ARTICLE 2 OF THE AGREEMENT 1.1 CRJ 200 Aircraft Subject to the provisions of the Agreement and this Supplement, Bombardier will sell and Buyer will purchase Twenty (20) firm aircraft model CL-600-2B19 Canadair Regional Jet Series 200 aircraft manufactured pursuant to Type Specification number RAD-601R-202 issue B dated February 2000 noted in Annex 1 hereto as same may be modified from time to time in accordance with the Agreement and this Supplement (the "Specification") as supplemented to reflect the incorporation of the Buyer selected optional features ("Buyer Selected Optional Features") set forth in Annex 1 and 2 hereto. This Supplement shall also apply to all option aircraft model CL-600-2B19 Canadair Regional Jet Series 200 aircraft purchased in accordance with Annex 3 of this Supplement 1 (the firm 1 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 62 aircraft and the option aircraft referred to in this Article 1.1 hereinafter collectively referred to as the "Aircraft"). ARTICLE 2.0 PRICE ARTICLE 2 SUPPLEMENTS ARTICLE 4 OF THE AGREEMENT. 2.1 (a) The base price for each of the CRJ 200 Aircraft (excluding the Buyer Selected Optional Features) Ex Works (Incoterms 2000) Bombardier's facilities in Dorval, Quebec is [***]dollars. (b) The base price of the Buyer Selected Optional Features for the CRJ 200 is [***] dollars. The Aircraft base price for the CRJ 200 Aircraft shall be the base price for the Aircraft as stated in paragraph 2.1 (a), plus the base price of the Buyer Selected Optional Features as stated in paragraph 2.1 (b) ("CRJ 200 Base Price"). 2.2 The price of the CRJ 200 Aircraft on the Scheduled Delivery Date shall be the CRJ 200 Base Price adjusted for changes made pursuant to Article 11 (only with respect to those changes for which a price adjustment is permitted) of the Agreement and any Non-CRJ Regulatory Changes pursuant to Article 8A of the Agreement, and further adjusted to the Delivery Date to reflect economic fluctuations during the period from [***] to the Delivery Date of each Aircraft ("Aircraft Purchase Price"). Such adjustments shall be in accordance [***] and (ii) in the case of a Non-Excusable Delay, [***] ; and provided further that when adjusted, the Aircraft Purchase Price shall in no case be lower than the CRJ 200 Base Price, as stipulated in Article 2.1 herein. 2 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 63 ARTICLE 3.0 DELIVERY PROGRAM ARTICLE 3 SUPPLEMENTS ARTICLE 6 OF THE AGREEMENT. 3.1 The Aircraft set forth in Column 1 shall be offered for inspection and acceptance to Buyer at Bombardier's facility in Montreal, Quebec during the months set forth in Column 2 (the "Scheduled Delivery Dates").

3 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 64 ARTICLE 4.0 DELIVERY DELAYS ARTICLE 4 SUPPLEMENTS ARTICLES 9 AND 14 OF THE AGREEMENT. 4.1 If delivery of the CRJ 200 Aircraft is delayed [***] or by causes not excused under Article 13.1 of the Agreement, Bombardier shall pay liquidated damages as set forth in Article 9.6 or Article 14, as applicable, as calculated therein, in the amount of [***] for each day of delay to a maximum of [***] for any such delayed Aircraft. ARTICLE 4.2 SUPPLEMENTS ARTICLE 14.1 OF THE AGREEMENT. 4.2 The grace period referred to in Article 14.1 of the Agreement is [***] business days from the Readiness Date. 4 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 65 ARTICLE 5.0 SPARE PARTS For a period of [***] years beginning on the date of delivery of the first Aircraft, Bombardier shall provide to Buyer a discount from the Bombardier Spare Parts Catalogue list prices for all purchases by Buyer of not less than [***] below list price. 5 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 66 ANNEX 1 SPECIFICATION NUMBER RAD-601R-202 REV. B FEBRUARY 2000 6 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 67 ANNEX 2 BUYER SELECTED OPTIONAL FEATURES

7 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 68 ANNEX 3 OPTION AIRCRAFT 1.0 Bombardier hereby agrees to grant Buyer the option to purchase an additional Twenty (20) CRJ 200 Aircraft as described in Article 1 of this Supplement (the "Option Aircraft") for the benefit of Buyer under the following general conditions: 1.1 The price for each of the CRJ 200 Option Aircraft ("CRJ 200 Option Aircraft Purchase Price") shall be the [***] but when adjusted, the CRJ 200 Option Aircraft Purchase Price shall in no case be lower than the CRJ 200 Base Price, as stipulated in Article 2.1 herein. 1.2 Buyer shall exercise its right to purchase the CRJ 200 Option Aircraft by providing to Bombardier with a definitive irrevocable written notice of exercise no later than [***] prior to the Scheduled Delivery Month of the first CRJ 200 Option Aircraft (the "Exercise Date") accompanied by the Option Deposit (as defined in Article 1.3 herein) for the applicable CRJ 200 Option Aircraft. The option to purchase the applicable Option Aircraft shall become null and void in the event Buyer fails to give such notice of exercise by the Exercise Date. 1.3 Buyer shall pay to Bombardier a deposit of [***] for the applicable CRJ 200 Option Aircraft (the "Option Deposit") on the exercise of the option for such CRJ 200 Option Aircraft. 1.4 The Scheduled Delivery Months of the Option Aircraft are as follows:

8 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 69

2.0 Upon exercise of Buyer's right to purchase the CRJ 200 Option Aircraft, the parties shall deem all definitions, terms and conditions of the Agreement and this Supplement as being applicable to the purchase of the CRJ 200 Option Aircraft, unless expressly noted otherwise. 3.0 [***] 4.0 The provisions of this Annex are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier. 5.0 This Annex constitutes an integral part of the Supplement and is subject to the terms and conditions contained therein. 9 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 70 ANNEX 4 AIRCRAFT CREDIT MEMORANDUM 1.0 Bombardier shall issue to Buyer a credit memorandum in the amount of [***] (the "CRJ 200 Credit Memorandum") expressed in [***] United States Dollars, concurrent with the actual delivery and the payment in full of the balance of the CRJ 200 Aircraft purchase price payable on delivery of each CRJ 200 Aircraft (as reduced by the amount of the CRJ 200 Credit Memorandum). The CRJ 200 Credit Memorandum shall be adjusted to the date of delivery to reflect economic fluctuations during the period from [***] to the respective delivery date of the applicable CRJ 200 Aircraft. [***] to the Agreement. 2.0 [***] 3.0 The provisions of this Annex are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier. 4.0 This Annex constitutes an integral part of the Supplement and is subject to the terms and conditions contained therein. 5.0 Should there be any inconsistency between this Annex and the Agreement and/or the Supplement with respect to the subject matter covered by the terms hereof, then this Annex shall prevail 10 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 71 ANNEX 5 INTENTIONALLY LEFT BLANK 11 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 72 ANNEX 6 CRJ 200 AIRCRAFT PERFORMANCE GUARANTEES 1.0 AIRCRAFT CONFIGURATION The guarantees listed below are based on the Aircraft configuration as defined in Canadair Customized Type Specification RAD-601R-123 Issue NC, and equipped with GE CF34-3B1 engines as defined in GE Engines Specification E1271A. The weight data corresponds to the [***] MTOW design weight option and includes the weight changes associated with the centre-wing fuel tank. Appropriate adjustments shall be made for changes in configuration approved by the Buyer and BRAD or otherwise allowed by the Purchase Agreement which cause changes to the performance of the Aircraft. 2.0 AIRPORT CONDITIONS All maximum take-off weight calculations are based on the aircraft configuration and runway conditions described below: - Take-off with zero bleed, APU off - APR armed - Dry runway (no reverse thrust) - Balanced field length when optimum - Wind : 0 kts - Clearway : 0 ft - Stopway : 0 ft - Flaps : optimum 8 or 20 deg - Line-up allowance : 82 ft - Obstacles are defined from start of runway

12 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 73 Obst. : none Airport : FAT, FRESNO Runway : generic Slope : 0.000 % TORA : 9220 ft Elev. : 333 ft Temper. : 90 degF (32.20 degC) Obst. : none Airport : BHM, BIRMINGHAM MUNICIP. Runway : 23 Slope : 0.200 % downhill TORA : 8229 ft Elev. : 644 ft Temper. : 90 degF (32.20 degC) Obst. : # distance (ft) height (ft) 1 9219 -10 2 13294 68 3 15722 120 Airport : BUF, GREATER BUFFALO INT. Runway : 23 Slope : 0.400 % downhill TORA : 8100 ft Elev. : 724 ft Temper. : 90 degF (32.30 degC) Obst. : # distance (ft) height (ft) 1 8576 -47 2 8671 -36 3 9275 -27 4 9623 -2 5 10351 -1 6 10643 3 7 11510 19 Airport : BZN, GALLATIN FIELD Runway : 30 Slope : 0.200 % downhill TORA : 9003 ft Elev. : 4474 ft Temper. : 90 degF (32.20 degC) Obst. : # distance (ft) height (ft) 1 10295 -11 13 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 74 2 78396 432 3 95194 632 Airport : DAY, COX-DAYTON INTL Runway : 06L Slope : 0.000 % TORA : 10900 ft Elev. : 1009 ft Temper. : 90 degF (32.20 degC) Obst. : # distance (ft) height (ft) 1 12579 1 2 12684 2 3 14173 68 Airport : DEN, DENVER INTL Runway : 35L Slope : 0.500 % downhill TORA : 12000 ft Elev. : 5431 ft Temper. : 90 degF (32.20 degC) Obst. : none Airport : DRO, DURANGO Runway : 20 Slope : 0.760 % downhill TORA : 9200 ft Elev. : 6685 ft Temper. : 90 degF (32.30 degC) Obst. : # distance (ft) height (ft) 1 9505 -61 2 24193 -41 3 30318 -16 Airport : EGE, EAGLE CO REGL Runway : 07 Slope : 1.000 % uphill TORA : 8000 ft Elev. : 6535 ft Temper. : 90 degF (32.30 degC) Obst. : # distance (ft) height (ft) 1 14961 349 2 16982 484 3 22461 844 4 34416 933 14 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 75 5 46044 1045 ###-###-#### Airport : ELP, EL PASO Runway : 22 Slope : 0.250 % downhill TORA : 11011 ft Elev. : 3956 ft Temper. : 90 degF (32.30 degC) Obst. : none Airport : FAR, HECTOR INTL Runway : 35 Slope : 0.000 % TORA : 9545 ft Elev. : 900 ft Temper. : 90 degF (32.20 degC) Obst. : # distance (ft) height (ft) 1 10994 2 2 11142 11 3 11539 12 Airport : GRR, KENT CO INTL Runway : 26L Slope : 0.000 % TORA : 10000 ft Elev. : 794 ft Temper. : 90 degF (32.20 degC) Obst. : # distance (ft) height (ft) 1 34298 120 Airport : GSO, PIEDMONT TRIAD INTL Runway : 05 Slope : 0.200 % downhill TORA : 10000 ft Elev. : 926 ft Temper. : 90 degF (32.30 degC) Obst. : # distance (ft) height (ft) 1 10942 -7 Airport : GTF, GREAT FALLS INT'L AP Runway : 03 Slope : 0.100 % downhill 15 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 76 TORA : 10500 ft Elev. : 3674 ft Temper. : 90 degF (32.20 degC) Obst. : # distance (ft) height (ft) 1 34275 445 Airport : HSV, HUNTSVILLE INT-JONES Runway : 18L Slope : 0.200 % downhill TORA : 10000 ft Elev. : 630 ft Temper. : 90 degF (32.30 degC) Obst. : # distance (ft) height (ft) 1 41916 182 2 81408 432 Airport : JAN, JACKSON INTL Runway : 15L Slope : 0.500 % uphill TORA : 8500 ft Elev. : 346 ft Temper. : 90 degF (32.20 degC) Obst. : # distance (ft) height (ft) 1 15433 188 Airport : MSN, DANE CO REG'L/TRUAX Runway : 36 Slope : 0.000 % TORA : 9003 ft Elev. : 862 ft Temper. : 90 degF (32.20 degC) Obst. : # distance (ft) height (ft) 1 9603 3 2 10105 11 3 10210 24 4 10548 42 5 54574 180 16 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 77 Airport : MSO, MISSOULA INTL Runway : 11 Slope : 0.100 % uphill TORA : 9500 ft Elev. : 3201 ft Temper. : 90 degF (32.30 degC) Obst. : # distance (ft) height (ft) 1 9846 10 2 9902 13 3 48038 313 4 48937 482 ###-###-#### Airport : PNS, PENSACOLA REG'L APT Runway : 17 Slope : 0.200 % downhill TORA : 7000 ft Elev. : 121 ft Temper. : 90 degF (32.30 degC) Obst. : # distance (ft) height (ft) 1 8100 -11 2 9000 -10 3 17116 58 Airport : RDU, RALEIGH-DURHAM INTL Runway : 05L Slope : 0.400 % uphill TORA : 10000 ft Elev. : 436 ft Temper. : 90 degF (32.20 degC) Obst. : # distance (ft) height (ft) 1 11473 48 2 12556 81 3 12848 94 17 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 78 Airport : ROC, GREATER ROCHESTER Runway : 22 Slope : 0.400 % downhill TORA : 8000 ft Elev. : 559 ft Temper. : 90 degF (32.20 degC) Obst. : # distance (ft) height (ft) 1 9728 9 2 11378 42 3 12628 57 4 141664 427 Airport : SBN, MICHIANA REGL Runway : 09R Slope : 0.300 % downhill TORA : 7100 ft Elev. : 799 ft Temper. : 90 degF (32.20 degC) Obst. : # distance (ft) height (ft) 1 9318 2 2 46591 277 Airport : SDF, STANDIFORD FIELD Runway : 01 Slope : 0.300 % uphill TORA : 10000 ft Elev. : 496 ft Temper. : 90 degF (32.20 degC) Obst. : # distance (ft) height (ft) 1 10800 33 2 11162 45 3 12454 82 4 14554 124 5 14826 133 6 15213 137 7 15988 159 8 41598 349 18 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 79 Airport : TYS, MCGHEE TYSON Runway : 05L Slope : 0.900 % uphill TORA : 9005 ft Elev. : 981 ft Temper. : 90 degF (32.30 degC) Obst. : # distance (ft) height (ft) 1 10358 72 2 11798 101 3 14423 126 Airport : ASE, PITKIN CO/SARDY Runway : 33 Slope : 1.000 % downhill TORA : 7000 ft Elev. : 7815 ft Temper. : 90 degF (32.20 degC) Obst. : # distance (ft) height (ft) 1 7723 -24 2 28750 421 3 31950 602 4 37047 1031 ###-###-#### 19 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 80 3.0 PERFORMANCE GUARANTEE 3.1 TAKE-OFF PERFORMANCE FAR take-off field length, at a take-off gross weight of [***], at the start of ground run, at sea level with zero runway slope, no obstacles, zero wind, ISA conditions, shall be not more than [***] . 3.2 LANDING PERFORMANCE FAR landing field length, at a landing weight of [***], sea level, ISA conditions, no obstacles, zero wind, shall be not more than [***] feet. 3.3 SPEED Level flight airspeed at [***] lb gross weight (equivalent to [***] % of Maximum Take-off Weight), at a pressure altitude of [***] feet, using maximum cruise thrust with A.C.U. bleed only, in ISA+15 degrees C conditions shall not be less than [***] 3.4 SPECIFIC AIR RANGE The nautical air miles per pound of fuel in ISA+15 degrees C conditions, at [***] feet pressure altitude, at an Aircraft gross weight of [***] lb, at a true Mach number of [***] M shall be not less than [***] nam/lb. 3.5 MISSION PERFORMANCE 3.5.1 MAXIMUM RANGE GUARANTEE When operated under the conditions specified below with the fixed quantities and allowances specified in Article 3.5.3, the maximum still air range (stage length) shall be not less than [***] nautical miles ([***] statute miles) when carrying a fixed payload of [***] lb ([***] passengers). Take-off is at a fixed weight of [***] lb at brake release. The mission is flown in ISA+15 degrees C conditions throughout. A fixed allowance of [***] lb of fuel is considered for [***] minutes take-off and acceleration time to [***] KCAS initial climb speed at [***] feet above sea level. Climb is made starting at [***] feet to [***] feet pressure altitude using a climb speed schedule of [***] KCAS/ [***] M. Cruise is at [***] feet pressure altitude at an average cruise Mach number of [***] M. Thrust during cruise is not to exceed maximum cruise thrust. Step climb is made starting at [***] feet to [***] feet pressure altitude using a climb speed schedule of [***] KCAS/ [***] M. Cruise is at [***] feet pressure altitude at an average cruise Mach number of [***] M. Thrust during cruise is not to exceed maximum cruise thrust. 20 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 81 Descent is made from [***] feet to [***] feet pressure altitude using a descent speed schedule of [***] M / [***] KCAS. 3.5.2 BLOCK FUEL GUARANTEES 3.5.2.1 STAGE LENGTH - [***] N.M. For a mission with an equivalent still air range (stage length) of [***] nautical miles ([***] statute miles), when operated under the conditions specified below with the fixed quantities and allowances specified in Article 3.5.3, the block fuel burnt shall be not more than [***] lb, based on a block time of [***] minutes, equivalent to an average fuel consumption of [***] U.S. Gallon per block hour, when carrying a fixed payload of [***] lb ([***] passengers). The mission is flown in ISA+15 degrees C conditions throughout. A fixed allowance of [***] lb of fuel is considered for [***] minutes take-off and acceleration time to initial climb speed at [***] feet above sea level. Climb is made starting at [***] feet to [***] feet pressure altitude using a climb speed schedule of [***] KCAS/ [***] M. Cruise is at [***] feet pressure altitude at an average cruise Mach number of [***] M. Thrust during cruise is not to exceed maximum cruise thrust. Descent is made from [***] feet to [***] feet pressure altitude using a descent speed schedule of [***] M / [***] KCAS. 3.5.2.2 STAGE LENGTH - [***] N.M. For a mission with an equivalent still air range (stage length) of [***] nautical miles ([***] statute miles), when operated under the conditions specified below with the fixed quantities and allowances specified in Article 3.5.3, the block fuel burnt shall be not more than [***] lb, based on a block time of [***] minutes, equivalent to an average fuel consumption of [***] U.S. Gallon per block hour, when carrying a fixed payload of [***] lb ([***] passengers). The mission is flown in ISA+15 degrees C conditions throughout. A fixed allowance of [***] lb of fuel is considered for [***] minutes take-off and acceleration time to initial climb speed at [***] feet above sea level. Climb is made starting at [***] feet to [***] feet pressure altitude using a climb speed schedule of [***] KCAS/ [***] M. Cruise is at [***] feet pressure altitude at an average cruise Mach number of [***] M. Thrust during cruise is not to exceed maximum cruise thrust. Descent is made from [***] feet to [***] feet pressure altitude using a descent speed schedule of [***] M / [***] KCAS. 3.5.2.3 STAGE LENGTH - [***] N.M. For a mission with an equivalent still air range (stage length) of [***] nautical miles ([***] statute miles), when operated under the conditions specified below with the fixed quantities and allowances specified in Article 3.5.3, the block fuel burnt shall be not more than [***] lb, based on a block time of [***] minutes, equivalent to an average fuel consumption of [***] U.S. Gallon per block hour, when carrying a fixed payload of [***] lb ([***] passengers). The mission is flown in ISA+15 degrees C conditions throughout. 21 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 82 A fixed allowance of [***] lb of fuel is considered for [***] minutes take-off and acceleration time to initial climb speed at [***] feet above sea level. Climb is made starting at [***] feet to [***] feet pressure altitude using a climb speed schedule of [***] KCAS/ [***] M. Cruise is at [***] feet pressure altitude at an average cruise Mach number of [***]. Thrust during cruise is not to exceed maximum cruise thrust. Descent is made from [***] feet to [***] feet pressure altitude using a descent speed schedule of [***] M / [***] KCAS. 3.5.2.4 STAGE LENGTH - [***] N.M. For a mission with an equivalent still air range (stage length) of nautical miles ([***] statute miles), when operated under the conditions specified below with the fixed quantities and allowances specified in Article 3.5.3, the block fuel burnt shall be not more than [***] lb, based on a block time of [***] minutes, equivalent to an average fuel consumption of[***] U.S. Gallon per block hour, when carrying a fixed payload of [***] lb ([***] passengers). The mission is flown in ISA+15 degrees C conditions throughout. A fixed allowance of [***] lb of fuel is considered for [***] minutes take-off and acceleration time to initial climb speed at [***] feet above sea level. Climb is made starting at [***] feet to [***] feet pressure altitude using a climb speed schedule of [***] KCAS/ [***] M. Cruise is at [***] feet pressure altitude at an average cruise Mach number of [***] M. Thrust during cruise is not to exceed maximum cruise thrust. Step climb is made starting at [***] feet to [***] feet pressure altitude using a climb speed schedule of KCAS/ M. Cruise is at [***] feet pressure altitude at an average cruise Mach number of [***] M. Thrust during cruise is not to exceed maximum cruise thrust. Descent is made from [***] feet to [***] feet pressure altitude using a descent speed schedule of [***] M / [***] KCAS. 3.5.2.5 STAGE LENGTH - [***] N.M. For a mission with an equivalent still air range (stage length) of [***] nautical miles ([***] statute miles), when operated under the conditions specified below with the fixed quantities and allowances specified in Article 3.5.3, the block fuel burnt shall be not more than [***] lb, based on a block time of [***] minutes, equivalent to an average fuel consumption of U.S. Gallon per block hour, when carrying a fixed payload of [***] lb ([***] passengers). The mission is flown in ISA+15 degrees C conditions throughout. A fixed allowance of [***] lb of fuel is considered for [***] minutes take-off and acceleration time to initial climb speed at [***] feet above sea level. Climb is made starting at [***] feet to [***] feet pressure altitude using a climb speed schedule of [***] KCAS/ [***] M. Cruise is at [***] feet pressure altitude at an average cruise Mach number of 0.74 M. Thrust during cruise is not to exceed maximum cruise thrust. Step climb is made starting at [***] feet to [***] feet pressure altitude using a climb speed schedule of [***] KCAS/ [***] M. Cruise is at [***] feet pressure altitude at an average cruise Mach number of [***] M. Thrust during cruise is not to exceed maximum cruise thrust. 22 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 83 Descent is made from [***] feet to [***] feet pressure altitude using a descent speed schedule of [***] M / [***] KCAS. 3.5.3 FIXED QUANTITIES AND ALLOWANCES FOR MAXIMUM RANGE AND BLOCK FUEL GUARANTEES For the purpose of this guarantee the following are fixed quantities and allowances: - 9 minutes engine start and taxi-out fuel [***] lb - 4.2 minutes approach and landing fuel from [***] [***] lb feet pressure altitude to sea level -6 minutes taxi-in fuel (taken from reserves) [***] lb - Usable reserve fuel remaining upon completion [***] lb of landing phase, based on the reserve profile specified below: 1) 100 nm diversion including: i)climb from sea level to [***] feet at a speed of [***] KCAS ii)cruise at [***] feet at long range cruise speed (LRC) iii)descent to sea level at a speed of [***] KCAS. 2) plus fuel equivalent to [***] minutes hold at [***] feet at long-range cruise speed (LRC). The stage length is defined as the sum of the climb, cruise and descent distances. M denotes true Mach number. Block fuel includes engine start, taxi, take-off, climb, cruise, descent, approach and landing. The maximum range and fuel burn guarantees given in Articles 3.5.1 and 3.5.2 are based on the fixed estimated Operating Weight Empty (O.W.E.) of [***] lb. 3.5.4 MAXIMUM PAYLOAD GUARANTEES Under the conditions specified in 3.5.2 and with the fixed quantities and allowances specified in 3.5.3, the maximum number of passengers shall not be less than the value presented in the table below for each mission. 23 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 84

24 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 85

25 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 86

26 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 87 3.5.5 MISSION DESCRIPTION The equivalent still air distance is the actual route distance (range) corrected for the average winds. Head winds are negative. [***] have been used. The maximum take-off weight for each departure airport is based on the conditions specified in paragraph 2.0 and is in compliance with FAR 25 take-off requirements. The missions are flown in ISA conditions throughout. A fixed allowance of fuel dependent on take-off weight is considered for take-off and acceleration to initial climb speed at [***] ft above the airport elevation. Climb is made starting [***] ft above the airport elevation to the initial cruise pressure altitude specified in the table above using a climb speed schedule of [***] KCAS/ [***] M. Cruise is at the pressure altitude specified in the table at an average cruise Mach number of [***] M. Thrust during cruise is not to exceed maximum cruise thrust. When a second cruise pressure altitude is specified in the table, a [***] ft step climb from the first to the second pressure altitude is made using a climb speed schedule of [***] KCAS/ [***] M. It is followed by a cruise at the second pressure altitude at an average cruise Mach number of [***] M. Descent is made from the final cruise pressure altitude to [***] ft above the runway elevation using a descent speed schedule of [***] M/[***] KCAS. A fixed allowance of fuel dependent on landing weight is considered for approach and landing from final descent speed at [***] ft above the airport elevation. 3.5.6 FIXED QUANTITIES AND ALLOWANCES FOR PAYLOAD GUARANTEES For the purpose of this guarantee the following are fixed quantities and allowances: - 9 minutes engine start and taxi-out fuel [***] lb - 6 minutes taxi-in fuel (taken from reserves) [***] lb - - Usable reserve fuel remaining upon completion of landing phase, based on the reserve profile specified below: 1) 100 nm diversion including: i) climb from destination airport elevation to optimum altitude at a speed of [***] KCAS ii) cruise at optimum altitude at long range cruise speed (LRC) iii)descent to sea level at a speed of [***] KCAS. 2) plus fuel equivalent to [***] minutes hold at feet at long-range cruise speed (LRC). 27 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 88 The stage length is defined as the sum of the climb, cruise and descent distances. M denotes true Mach number. Block fuel includes engine start, taxi, take-off, climb, cruise, descent, approach and landing. The maximum payload guarantees given in 3.5.4 are based on the fixed estimated Operating Weight Empty (O.W.E.) of [***] lb and on the passenger weight allowance of [***] lb. 28 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 89 4.0 WEIGHTS 4.1 MAXIMUM ZERO FUEL WEIGHT GUARANTEE The Maximum Zero Fuel Weight (M.Z.F.W.) shall not be less than [***]lb. 4.2 MAXIMUM LANDING WEIGHT GUARANTEE The Maximum Landing Weight (M.L.W.) shall not be less than [***] lb. 4.3 MAXIMUM TAKE-OFF WEIGHT GUARANTEE The Maximum Take-off Weight (M.T.O.W.) shall not be less than [***] lb 4.4 OPERATING WEIGHT EMPTY AND CENTER OF GRAVITY GUARANTEES The Operating Weight Empty is guaranteed to not exceed [***] lb. Included within this guarantee are weight and center of gravity allowances for operating items listed below and customer defined options described below. Should these allowances differ from the actual values at delivery, appropriate corrections are to be made to the guaranteed weight (i.e. the Seller can not guarantee the weight of these allowances). The center of gravity (CG) range at O.W.E. shall have a maximum forward limit of [***] % of Mean Aerodynamic Chord (MAC) and a maximum aft limit of [***] % MAC (subject to the appropriate corrections noted above). OPERATING WEIGHT EMPTY BUILD-UP

29 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 90 Emergency Equipment (Basic) [***] [***] - ------------------------------------------------------------------------------------------ M.W.E DELIVERED (TYPE SPEC) [***] [***] [***] [***] [***] - ------------------------------------------------------------------------------------------ Customized Mesa Air Group Outfitting [***] [***] [***] [***] Installed Options - ------------------------------------------------------------------------------------------ M. W. E. DELIVERED (MESA AIR GROUP) [***] [***] [***] [***] [***] - ------------------------------------------------------------------------------------------ Addition of Unusable Fuel & Engine Oil [***] [***] [***] [***] Unusable Fuel [***] [***] [***] [***] Main Tanks (12.4 USG) [***] [***] [***] Center Tank (2.1 USG) [***] Engine Oil (5.8 USG) - ------------------------------------------------------------------------------------------ TRUE EMPTY WEIGHT [***] [***] [***] [***] [***] - ------------------------------------------------------------------------------------------ [***] [***] [***] [***] Addition of Operating Items [***] [***] [***] [***] [***] [***] [***] [***] Flight & Cabin Crew [***] [***] [***] [***] Pilot & Copilot [***] [***] [***] [***] Forward Attendant [***] [***] [***] [***] Flight Manuals [***] [***] [***] [***] FORWARD LEFT-HAND WARDROBE (STRUCT.) [***] [***] [***] [***] AFT LEFT-HAND STORAGE UNIT [***] [***] [***] [***] AFT FILLER (RIGHT AND LEFT SIDE) [***] [***] [***] [***] [***] [***] [***] [***] Galley inserts & Consumables [***] [***] [***] [***] Galley G1 [***] [***] [***] [***] 1/2 Size Waste Cart (1 unit) [***] [***] [***] [***] Standard Container (9 units) [***] [***] [***] [***] Beverage Maker (2 units) [***] [***] Storage (Galley G2) Forward Right-hand Storage Unit Standard Container (2 units) Galley Aft Bulkhead with Return Catering Consumables Galley G1 Galley G2 Galley Water (8 USG) Lavatory Water (5 USG) Toilet Fluids (2.3 USG) - ------------------------------------------------------------------------------------------ O.W.E. (EST.) [***] [***] [***] [***] [***] O.W.E. (GUARANTEE) [***] [***] [***]

30 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 91 5.0 PERFORMANCE GUARANTEE CONDITIONS 5.1 All guaranteed performance data are based on the ICAO International Standard Atmosphere (ISA) unless noted otherwise. Altitudes are pressure altitudes. 5.2 Take-off and landing performance are based on the requirements of FAR 25. 5.3 Take-off and landing performance guarantees are based on operation from hard surfaced, level and dry runways with no wind, no obstacles and no line-up allowance unless noted otherwise and with anti-skid and automatic spoilers operative. 5.4 When establishing the take-off and second segment performance, no air shall be bled from the engine(s) for cabin air conditioning or anti-icing and APR shall be armed and available when one engine fails. The APU shall be off. 5.5 Speed, specific air range, and the climb, cruise, and descent portion of the mission guarantee include allowance for normal engine bleed and power extraction. Normal engine bleed is defined as that bleed required to maintain a cabin pressure altitude not exceeding [***] feet at the maximum operating altitude with an average cabin ventilation rate of not less than [***] ft(3)/min and a cabin temperature of 72(degree)F. 5.6 Normal power extraction assumes the use of electrical services such as to require a power level of 24 Kilowatts, total, to be provided with both engines operative and of 15 Kilowatts to be provided with one engine inoperative. 5.7 Fuel density is assumed to be [***] pounds / US gallon. All performance guarantees are based on the use of a fuel with a lower heating value (LHV) of [***] BTU / pound and on an Aircraft centre of gravity location of [***] % of the mean aerodynamic chord. 5.8 All guarantees are contingent upon engine acceptance test performance acceptable to BRAD and are applicable to a new airframe - engine combination only. 31 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 92 6.0 GUARANTEE COMPLIANCE 6.1 Compliance with take-off and landing performance guarantees shall be demonstrated by reference to the approved FAA Airplane Flight Manual adjusted to reflect any differences due to change in certification requirements or interpretation thereof. 6.2 Compliance with speed, specific air range and mission performance guarantees shall be established by calculations based on [***] measurements of specific air range at different altitude, weight and speed combinations to be agreed by BRAD and the Customer. This compliance will be obtained for a Customer Aircraft and will be demonstrated by reference to the Flight Planning and Cruise Control Manual adjusted to reflect flight test data measurements. 6.3 A compliance report containing speed and specific air range performance based on flight test data agreed in 6.2 will be furnished to the Customer. 6.4 The Aircraft will be weighed as necessary prior to and after the flight during which performance checks are conducted. The standard production instrumentation or a special instrumentation system furnished by BRAD will be used to measure speed and specific air range. A fuel sample will be collected prior to flight to establish density and lower heating value (refer to 5.7). 6.5 If speed and the arithmetic average of three measures of specific air range data is demonstrated to have achieved compliance with the performance guarantees no further demonstration will be required. 6.6 Data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established aeronautical practices to show compliance with the performance guarantees. In the event that changes are introduced to the Aircraft which affect the performance guarantees contained herein, BRAD shall adjust the compliance referred to in paragraph 6.3 above accordingly. 32 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 93 7.0 REMEDIES 7.1 In the event a shortfall in the guarantees contained herein, Bombardier reserves the right to carry out additional flight test measurements on a subsequent Aircraft, which may be specially instrumented for this purpose, with the objective of identifying accurately the cause of the shortfall and to develop corrective measures. Such measures shall be developed within a period of twelve (12) months from discovery and identification of a shortfall (or such other longer period as may be mutually agreed in view of the corrective measures involved). 7.2 If, during the period commencing at delivery of the First Aircraft and expiring [***] years later, the guaranteed Operating Weight Empty mentioned herein is exceeded as a result of (a) Airworthiness Directives, or (b) Service Bulletins recommended by Bombardier as necessary either to correct a defect that is the fault of Bombardier or Bombardier"s supplier, restore reliability or maintainability to guaranteed levels, or maintain performance specified herein, c) Regulatory Changes, d) permitted changes, then: 1) [***] 2) [***] (i) Bombardier and Buyer will promptly meet to verify the allegation of the deficiency. (ii) If the allegation is found to be true and a deficiency is acknowledged, then Bombardier will promptly initiate steps to correct the deficiency, and (iii) Until such time as the identified and acknowledged deficiency is corrected Bombardier will provide to Buyer as liquidated damages and not as a penalty (the "Weight Remedy") credit memoranda (or cash less any amounts owed to Bombardier by Buyer), to be used for the purchase of goods and services from Bombardier in amounts based on the following formula: Remedy = [***] Where: Remedy = The amount Bombardier shall pay Buyer as liquidated damages and not as a penalty, in the form of spare parts and/or services credit memorandum, per calendar year that the Buyer operates 33 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 94 each Aircraft during which the guarantee has been broken. Remedy shall begin the year in which the Operating Weight Empty discrepancy has been discovered, subject to a maximum for the term of this guarantee of per Aircraft. [***] [***] [***] [***] [***] In the event the CG limits change which results in reduced payload capability for each affected Aircraft, a remedy shall apply as liquidated damages and not as a penalty, which shall be computed by applying the same formula as the Weight Remedy, except that the WI shall be the number of pounds of ballast (only the amount of ballast which results in exceedance of the guaranteed Operating Weight Empty) required to restore original CG limits to each affected Aircraft. If Buyer adds to or modifies the Aircraft for reasons other than those given in the previous paragraph, with the result being an increase in the Operating Weight Empty, then the Parties shall amend the Guaranteed Operating Weight Empty. 7.3 Bombardier's maximum exposure under this Article 7.2 is [***] and in no event, will Bombardier's payout under this Article 7.2 exceed such amount. 8.0 In the event of termination of the Agreement and/or the Supplement, this Annex shall become automatically null and void. 9.0 The provisions of this Annex are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier. 10.0 This Annex constitutes an integral part of the Supplement and is subject to the terms and conditions contained therein. 11.0 Should there be any inconsistency between this Annex and the Agreement and/or the Supplement with respect to the subject matter covered by the terms hereof, then this Annex shall prevail APPENDIX A: NOMINAL PERFORMANCE For flight planning and economic studies purposes, Canadair believes that Nominal Performance payload can be used. The Nominal Performance relates to performance level published in the approved FAA Airplane Flight Manual and in the Flight Planning and Cruise Control Manual applicable to the Customer aircraft. These Nominal Performances are not guarantees and are not subject to guarantee compliance specified in paragraph 6.0. 34 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 95 Considering the mission description specified above in 3.5.4 and the fixed quantities specified above in 3.5.5, the Nominal maximum number of passengers that can be carried for flight planning purposes is presented in the table below for each route.
Case FROM TO Route Average Equiv. Cruise NOM. # Dist. winds still air pressure MAX. (nm) (kts) dist. altitude PASSENGERS (nm) (100 ft) 1 DRO DEN 224 -13 232 [***] [***] 2 DEN DRO 283 -48 324 [***] [***] 3 DEN EGE 118 -54 139 [***] [***] 4 EGE DEN 130 4 128 [***] [***] 5 DEN BHM 999 29 931 [***] [***] 6 BHM DEN 967 -84 1218 [***] [***] 7 DEN BUF 1190 27 1114 [***] [***] 8 BUF DEN 1196 -79 1482 [***] [***] 9 DEN BZN 589 -67 707 [***] [***] 10 BZN DEN 508 10 494 [***] [***] 11 DEN DAY 964 29 898 [***] [***] 12 DAY DEN 964 -84 1212 [***] [***] 13 DEN ELP 514 -33 561 [***] [***] 14 ELP DEN 534 -28 576 [***] [***] 15 DEN FAR 583 -13 603 [***] [***] 16 FAR DEN 591 -45 667 [***] [***] 17 DEN GRR 890 22 842 [***] [***] 18 GRR DEN 897 -77 1105 [***] [***]
35 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 96
Case FROM TO Route Average Equiv. Cruise NOM. # Dist. winds still air pressure MAX. (nm) (kts) dist. altitude PASSENGERS (nm) (100 ft) 19 DEN GSO 1240 35 1139 [***] [***] 20 GSO DEN 1280 -89 1631 [***] [***] 21 DEN GTF 552 -64 658 [***] [***] 22 GTF DEN 553 8 540 [***] [***] 23 DEN HSV 919 29 856 [***] [***] 24 HSV DEN 928 -86 1174 [***] [***] 25 DEN JAN 883 22 835 [***] [***] 26 JAN DEN 872 -80 1084 [***] [***] 27 DEN MSN 753 17 721 [***] [***] 28 MSN DEN 753 -74 921 [***] [***] 29 DEN MSO 616 -68 741 [***] [***] 30 MSO DEN 625 13 604 [***] [***] 31 DEN PNS 1129 24 1064 [***] [***] 32 PNS DEN 1121 -80 1391 [***] [***] 33 DEN RDU 1290 36 1183 [***] [***] 34 RDU DEN 1327 -89 1691 [***] [***] 35 DEN ROC 1236 27 1157 [***] [***] 36 ROC DEN 1245 -80 1543 [***] [***] 37 DEN SBN 852 24 803 [***] [***] 38 SBN DEN 857 -79 1064 [***] [***] 39 DEN SDF 907 30 842 [***] [***] 40 SDF DEN 935 -86 1183 [***] [***] 41 DEN TYS 1023 32 946 [***] [***] 42 TYS DEN 1046 -87 1329 [***] [***] 43 DEN ASE 97 -41 109 [***] [***] 44 ASE DEN 97 0 97 [***] [***] 45 PHX BHM 1274 36 1169 [***] [***]
36 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 97
Case FROM TO Route Average Equiv. Cruise NOM. # Dist. winds still air pressure MAX. (nm) (kts) dist. altitude PASSENGERS (nm) (100 ft) 46 BHM PHX 1306 -86 1652 [***] [***] 47 PHX BUF 1669 26 1569 [***] [***] 48 BUF PHX 1680 -76 2058 [***] [***] 49 PHX BZN 999 -40 1108 [***] [***] 50 BZN PHX 997 -17 1042 [***] [***] 51 PHX DAY 1400 28 1307 [***] [***] 52 DAY PHX 1408 -79 1745 [***] [***] 53 PHX ELP 330 15 316 [***] [***] 54 ELP PHX 311 -72 384 [***] [***] 55 PHX FAR 1133 -7 1154 [***] [***] 56 FAR PHX 1127 -45 1269 [***] [***] 57 PHX GRR 1381 19 1317 [***] [***] 58 GRR PHX 1387 -71 1677 [***] [***] 59 PHX GSO 1676 37 1535 [***] [***] 60 GSO PHX 1691 -87 2143 [***] [***] 61 PHX GTF 862 -40 957 [***] [***] 62 GTF PHX 860 -15 894 [***] [***] 63 PHX HSV 1260 35 1158 [***] [***] 64 HSV PHX 1285 -85 1623 [***] [***] 65 PHX JAN 1172 34 1080 [***] [***] 66 JAN PHX 1140 -84 1435 [***] [***] 67 PHX MSN 1295 14 1249 [***] [***] 68 MSN PHX 1295 -67 1548 [***] [***] 69 PHX MSO 836 -46 945 [***] [***] 70 MSO PHX 833 -9 853 [***] [***] 71 PHX PNS 1351 36 1239 [***] [***] 72 PNS PHX 1381 -85 1742 [***] [***]
37 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 98
Case FROM TO Route Average Equiv. Cruise NOM. # Dist. winds still air pressure MAX. (nm) (kts) dist. altitude PASSENGERS (nm) (100 ft) 73 PHX RDU 1659 38 1516 [***] [***] 74 RDU PHX 1736 -89 2213 [***] [***] 75 PHX ROC 1720 26 1617 [***] [***] 76 ROC PHX 1728 -76 2117 [***] [***] 77 PHX SBN 1321 22 1252 [***] [***] 78 SBN PHX 1332 -74 1625 [***] [***] 79 PHX SDF 1343 30 1249 [***] [***] 80 SDF PHX 1340 -82 1675 [***] [***] 81 PHX TYS 1401 35 1287 [***] [***] 82 TYS PHX 1426 -86 1801 [***] [***] 83 PHX DRO 319 -6 324 [***] [***] 84 DRO PHX 310 -53 361 [***] [***] 85 PHX EGE 530 -13 549 [***] [***] 86 EGE PHX 466 -47 529 [***] [***] 87 PHX DSM 1003 12 972 [***] [***] 88 DSM PHX 1011 -67 1210 [***] [***] 89 PHX FAT 484 -67 584 [***] [***] 90 FAT PHX 467 9 456 [***] [***] 91 PHX ASE 426 -11 439 [***] [***] 92 ASE PHX 426 -49 487 [***] [***]
Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 38 99 ANNEX 7 [***] 1.0 Bombardier agrees to provide [***] for an additional [***] CRJ 200 Aircraft ( the "CRJ 200 [***] ") Buyer shall have the right to purchase the [***] on the same terms and conditions as applicable to the Option Aircraft which are described in the applicable supplement, subject to the condition that the Scheduled Delivery Months for the [***] shall be offered to Buyer subject to availability. 2.0 [***] 3.0 The provisions of this Annex are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier. 4.0 This Annex constitutes an integral part of the Supplement and is subject to the terms and conditions contained therein. 5.0 Should there be any inconsistency between this Annex and the Agreement and/or the Supplement with respect to the subject matter covered by the terms hereof, then this Annex shall prevail 39 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 100 SUPPLEMENT NO. PA-497-2 TO MASTER PURCHASE AGREEMENT NO. PA-497 BETWEEN BOMBARDIER INC. AND MESA AIR GROUP, INC. This Supplement when accepted and agreed to by Mesa Air Group, Inc. (the "Buyer") will become part of the Master Purchase Agreement No. PA-497 entered into between BOMBARDIER INC., a Canadian corporation represented by Bombardier Aerospace, Regional Aircraft having offices at 123 Garratt Boulevard, Downsview, Ontario, Canada ("Bombardier") and Mesa Air Group, Inc. ("Buyer") dated the 30th day of April, 2001 (the "Agreement") and will evidence the further agreement of the parties with respect to the matters set forth herein. The provisions of the Agreement shall apply to the Bombardier products purchased and sold in accordance with this Supplement. All capitalized terms herein, unless defined herein, shall have the same respective meanings given to them in the Agreement. This Supplement is subject to the provisions of the Agreement, all of which are incorporated herein, provided that in the event of any inconsistency between the provision of the Agreement and the provisions of this Supplement, the latter shall take precedence. ARTICLE 1.0 SUBJECT MATTER OF SALE ARTICLE 1 SUPPLEMENTS TO ARTICLE 2 OF THE AGREEMENT 1.1 CRJ-700 Aircraft Subject to the provisions of the Agreement and this Supplement, Bombardier will sell and Buyer will purchase Twenty (20) firm aircraft model CL-600-2C10 CRJ-700 Aircraft manufactured pursuant to Type Specification number RAD-670-100 Rev. C dated December 1999 noted in Annex 1 hereto as same may be modified from time to time in accordance with the Agreement and this Supplement (the "Specification") as supplemented to reflect the incorporation of the Buyer selected optional features ("Buyer Selected Optional Features") set forth in Annex 1 and 2 hereto. This Supplement shall also apply to all option model CL-600-2C10 CRJ-700 aircraft purchased in accordance with Annex 3 of this Supplement 1 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 101 2 (the firm aircraft and the option aircraft referred to in this Article 1.1 herein after collectively referred to as the "Aircraft"). ARTICLE 2.0 PRICE ARTICLE 2 SUPPLEMENTS ARTICLE 4 OF THE AGREEMENT. 2.1 (a) The base price for each of the CRJ-700 Aircraft (excluding the Buyer Selected Optional Features) Ex Works (Incoterms 2000) Bombardier's facilities in Dorval, Quebec is [***] expressed in [***] dollars. (b) The base price of the Buyer Selected Optional Features for the CRJ-700 is [***] expressed in [***] dollars. The Aircraft base price for the CRJ-700 Aircraft shall be the base price for the Aircraft as stated in paragraph 2.1 (a), plus the base price of the Buyer Selected Optional Features as stated in paragraph 2.1 (b) ("CRJ-700 Base Price"). 2.2 The price of the CRJ-700 Aircraft on the Scheduled Delivery Date shall be the CRJ-700 Base Price adjusted for changes made pursuant to Article 11 (only with respect to those changes for which a price adjustment is permitted) of the Agreement and any Non-CRJ Regulatory Changes pursuant to Article 8A.1 of the Agreement, and further adjusted to the Delivery Date to reflect economic fluctuations during the period from [***] to the Delivery Date of each Aircraft ("Aircraft Purchase Price"). Such adjustments shall be in accordance with the [***] and [***] ; and provided further that when adjusted, the Aircraft Purchase Price shall in no case be lower than the CRJ-700 Base Price, as stipulated in Article 2.1 herein. 2 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 102 ARTICLE 3.0 DELIVERY PROGRAM ARTICLE 3 SUPPLEMENTS ARTICLE 6 OF THE AGREEMENT. 3.1 The Aircraft set forth in Column 1 shall be offered for inspection and acceptance to Buyer at Bombardier's facility in Montreal, Quebec during the months set forth in Column 2 (the "Scheduled Delivery Dates").
COLUMN # 1 COLUMN # 2 First CRJ-700 Firm Aircraft [***] [***] Second CRJ-700 Firm Aircraft [***] [***] Third CRJ-700 Firm Aircraft [***] [***] Fourth CRJ-700 Firm Aircraft [***] [***] Fifth CRJ-700 Firm Aircraft [***] [***] Sixth CRJ-700 Firm Aircraft [***] [***] Seventh CRJ-700 Firm Aircraft [***] [***] Eighth CRJ-700 Firm Aircraft [***] [***] Ninth CRJ-700 Firm Aircraft [***] [***] Tenth CRJ-700 Firm Aircraft [***] [***] Eleventh CRJ-700 Firm Aircraft [***] [***] Twelfth CRJ-700 Firm Aircraft [***] [***] Thirteenth CRJ-700 Firm Aircraft [***] [***] Fourteenth CRJ-700 Firm Aircraft [***] [***] Fifteenth CRJ-700 Firm Aircraft [***] [***] Sixteenth CRJ-700 Firm Aircraft [***] [***] Seventeenth CRJ-700 Firm Aircraft [***] [***] Eighteenth CRJ-700 Firm Aircraft [***] [***] Nineteenth CRJ-700 Firm Aircraft [***] [***] Twentieth CRJ-700 Firm Aircraft [***] [***]
3.2 Buyer shall have the right to convert Buyer's obligation to purchase any or all of the last five (5) scheduled deliveries of CRJ-700 Aircraft to the obligation to purchase Canadair Regional Jet Series 900 aircraft (on the same terms as provided in the Agreement and the applicable supplement for the purchase of CRJ-900 Aircraft exercisable on a per Aircraft basis by delivery of notice to Bombardier not less than [***] prior to the first day of the Scheduled Delivery Month of the CRJ-700 Aircraft to which such conversion notice relates. Upon delivery of such conversion notice, Buyer shall have no further obligation to purchase the CRJ-700 Aircraft to which such notice relates and the deposit paid by Buyer with respect to such CRJ-700 Aircraft shall become the deposit for the CRJ-900 Aircraft purchased in lieu, thereof. 3 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 103 ARTICLE 4.0 DELIVERY DELAYS ARTICLE 4 SUPPLEMENTS ARTICLES 9 AND 14 OF THE AGREEMENT. 4.1 If delivery of the CRJ-700 Aircraft is delayed [***] or by causes not excused under Article 13.1 of the Agreement, Bombardier shall pay liquidated damages as set forth in Article 9.6 or Article 14, as applicable, as calculated therein, in the amount of [***] for each day of delay, to a maximum of [***] for any such delayed Aircraft. ARTICLE 4.2 SUPPLEMENTS ARTICLE 14.1 OF THE AGREEMENT. 4.2 The grace period referred to in Article 14.1 of the Agreement is [***] business days from the Readiness Date during the twelve (12) calendar month period beginning with the delivery month of the first CRJ-700 Aircraft, and [***] business days from the Readiness Date thereafter. 4 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 104 ARTICLE 5.0 SPARE PARTS ARTICLE 5.0 SUPPLEMENTS 2.6.1 OF ANNEX A OF THE AGREEMENT. For a period of [***] years from the date of delivery of the first CRJ-700 Aircraft, Bombardier shall [***] the prices in the Bombardier Spare Parts Catalogue for all purchases for the CRJ-700 Aircraft made by Buyer during such period by [***] . In addition, for a period of [***] years beginning on the date of delivery of the first Aircraft, Bombardier shall provide to Buyer a discount from the Bombardier Spare Parts Catalogue list prices for all purchases by Buyer of not less than [***] below list price. 5 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 105 ARTICLE 6.0 PRODUCT ENHANCEMENTS Bombardier agrees to provide Buyer with a [***] discount in the price of any product enhancements [***] developed and sold by Bombardier within [***] years of execution of the Agreement. 6 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 106 ARTICLE 7.0 PERFORMANCE DATA Bombardier agrees to provide Buyer upon request, without further revision service, performance data (CR00-291) for the CRJ-700 Aircraft [***] In witness whereof this Supplement was signed on the date written hereof: For and on behalf of For and on behalf of MESA AIR GROUP, INC. BOMBARDIER INC. Bombardier Aerospace Signed: ____________________ Signed: ____________________ Jonathan Ornstein H. Anne Woodyatt Chairman/CEO Director, Contracts Mesa Air Group, Inc. Regional Aircraft 7 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 107 ANNEX 1 SPECIFICATION - -------------------------------------------------------------------------------- NUMBER RAD-670-100 REV. C DECEMBER 1999 - -------------------------------------------------------------------------------- 8 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 108 ANNEX 2 BUYER SELECTED OPTIONAL FEATURES
CR NO. ITEM DESCRIPTION - -------------------------------------------------------------------------------- CR# TITLE [***] - -------------------------------------------------------------------------------- 00-213 Certification - FAA (FAR 25) [***] 00-215 MTOW - 75,000 Lb (Extended Range Version) [***] 11-200 Paint Scheme - Complex / Multiple [***] 21-201 Baggage - Temperature Control In Aft Comp't [***] 21-209 Air Conditioning - Ground Cart Connection [***] 23-231 VHF Comm - Third Radio Provisions (Collins) [***] 23-250 SELCAL System (Coltec) [***] 25-03-201 Interior Finish & Decor - Custom Carpets [***] 25-03-202 Interior Finish & Decor - Custom Curtains [***] 25-03-203 Interior Finish & Decor - Custom Bulkheads [***] 25-21-274 PAX Seats - Business Class (Two Rows) [***] 25-22-201 PAX Seat - In-Arm Meal Trays (4 Seat Pair) [***] 25-22-203 PAX Seat - Leather Dress Covers (29 Seat Pairs) [***] 25-22-204 PAX Seat - Recline Feature [***] 25-24-212 Wardrobe - LH Forward with Roll-Up Door & Galley Workshelf [***] 25-24-221 Storage Compartment - Rh Storage With Roll Up Door [***] 25-25-211 Partition - Fixed Hard Class Divider (3 Abreast) [***] 25-290 Baggage - Underfloor Retrieval System [***] 25-31-201 G1 Galley - Provisions For Snack And Hot Beverage Service [***] 25-31-204 Galley - Storable Workshelf [***] 25-34-201 Trolley - Atlas Std Half Size (Qty 4) [***] 25-34-203 Trolley - Waste, Atlas Std Half Size (Qty 1) [***] 25-34-210 Beverage Maker - Atlas Std (APC, Qty 2) [***] 31-271 Datalink - Provisions For Allied Signal [***] 33-203 Lights - Red Beacon [***] 34-228 GPWS - Enhanced (Allied Signal) [***] 34-235 FMS - Single, ACARS Compatible (Collins FMS-4200) [***] 34-250 GPS - Single (Collins GPS-4000) [***] 34-260 Radio Altimeter - Second (Collins) [***] 34-262 Altimeter-Baro Setting Flashing At 18,000 Ft. [***] 35-201 Oxygen - PAX Extended Duration Chemical Generators [***] 38-210 Water - Forward System (For Galley 1) [***] 79-201 Engine Oil - Remote Replenishment System [***] TOTAL TECHNICAL FEATURES [***]
9 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 109 ANNEX 3 OPTION AIRCRAFT 1.0 Bombardier hereby agrees to grant Buyer the option to purchase an additional Twenty (20) CRJ-700 Aircraft as described in Article 1 of this Supplement (the "Option Aircraft") for the benefit of Buyer under the following general conditions: 1.1 The price for each of the CRJ-700 Option Aircraft ("CRJ-700 Option Aircraft Purchase Price") shall be the CRJ-700 Base Price adjusted for changes made pursuant to Article 11 of the Agreement (only with respect to changes for which a price adjustment is permitted) and any Non-CRJ Regulatory Changes pursuant to Article 8A of the Agreement, and further adjusted to the Delivery Date to reflect [***] to the Delivery Date of each CRJ-700 Option Aircraft. Such adjustments shall be based on the economic adjustment formula as stated in Appendix 1 to the Agreement ("Economic Adjustment Formula") [***] but when adjusted, the CRJ-700 Option Aircraft Purchase Price shall in no case be lower than the CRJ-700 Base Price, as stipulated in Article 2.1 herein. 1.2 Buyer shall exercise its right to purchase the CRJ-700 Option Aircraft by providing to Bombardier with a definitive irrevocable written notice of exercise no later than [***] prior to the Scheduled Delivery Month of the first CRJ-700 Option Aircraft (the "Exercise Date") accompanied by the Option Deposit (as defined in Article 1.3 herein) for the applicable CRJ-700 Option Aircraft. The option to purchase the applicable Option Aircraft shall become null and void in the event Buyer fails to give such notice of exercise by the Exercise Date. 1.3 Buyer shall pay to Bombardier a deposit of [***] for the applicable CRJ-700 Option Aircraft (the "Option Deposit") on the exercise of the option for such CRJ-700 Option Aircraft. 1.4 The Scheduled Delivery Months of the Option Aircraft are as follows: First CRJ-700 Option Aircraft [***] [***] Second CRJ-700 Option Aircraft [***] [***] Third CRJ-700 Option Aircraft [***] [***] Fourth CRJ-700 Option Aircraft [***] [***] Fifth CRJ-700 Option Aircraft [***] [***] Sixth CRJ-700 Option Aircraft [***] [***] Seventh CRJ-700 Option Aircraft [***] [***] Eighth CRJ-700 Option Aircraft [***] [***]

10 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 110 Ninth CRJ-700 Option Aircraft [***] [***] Tenth CRJ-700 Option Aircraft [***] [***] Eleventh CRJ-700 Option Aircraft [***] [***] Twelfth CRJ-700 Option Aircraft [***] [***] Thirteenth CRJ-700 Option Aircraft [***] [***] Fourteenth CRJ-700 Option Aircraft [***] [***] Fifteenth CRJ-700 Option Aircraft [***] [***] Sixteenth CRJ-700 Option Aircraft [***] [***] Seventeenth CRJ-700 Option Aircraft [***] [***] Eighteenth CRJ-700 Option Aircraft [***] [***] Nineteenth CRJ-700 Option Aircraft [***] [***] Twentieth CRJ-700 Option Aircraft [***] [***]

2.0 Upon exercise of Buyer's right to purchase the CRJ-700 Option Aircraft, the parties shall deem all definitions, terms and conditions of the Agreement and this Supplement as being applicable to the purchase of the CRJ-700 Option Aircraft, unless expressly noted otherwise. [***] 4.0 The provisions of this Annex are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier. 5.0 This Annex constitutes an integral part of the Supplement and is subject to the terms and conditions contained therein. 11 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 111 ANNEX 4 AIRCRAFT CREDIT MEMORANDUM 1.0 Bombardier shall issue to Buyer a credit memorandum in the amount of [***] (the "CRJ-700 Credit Memorandum") expressed in [***] United States Dollars, concurrent with the actual delivery and the payment in full of the balance of the CRJ-700 Aircraft purchase price payable on delivery of each firm or option CRJ-700 Aircraft (as reduced by the amount of the CRJ-700 Credit Memorandum). The CRJ-700 Credit Memorandum shall be adjusted to the date of delivery to reflect economic fluctuations during the period from [***] to the respective delivery date of the applicable CRJ-700 Aircraft. [***] . Each CRJ-700 Credit Memorandum shall be applied by Buyer and Bombardier to reduce the balance of the purchase price on delivery of the firm or option CRJ-700 Aircraft to which it relates. [***] 3.0 The provisions of this Annex are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier. 4.0 This Annex constitutes an integral part of the Supplement and is subject to the terms and conditions contained therein. 5.0 Should there be any inconsistency between this Annex and the Agreement and/or the Supplement with respect to the subject matter covered by the terms hereof, then this Annex shall prevail. 12 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 112 ANNEX 5 INTENTIONALLY LEFT BLANK 13 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 113 ANNEX 6 CRJ-700 AIRCRAFT PERFORMANCE GUARANTEES 1.0 AIRCRAFT CONFIGURATION The guarantees listed below are based on the CRJ-700ER Series 701 Aircraft configuration as defined in Bombardier Aerospace Type Specification RAD-670-100 issue C, and equipped with GE CF34-8C1 engines as defined in GE document CF34-8C1 Installation Manual reference GEK 105093. The weight data corresponds to the [***] MTOW design weight option. Appropriate adjustments shall be made for any changes in configuration of the Aircraft which have been approved by the Buyer and Bombardier Aerospace, Regional Aircraft ("Bombardier") or otherwise allowed by the Purchase Agreement and which cause changes to the performance of the Aircraft. 2.0 AIRPORT CONDITIONS All maximum take-off weight calculations are based on the conditions described below: - Take-off with zero bleeds, APU on - APR armed - Dry runway - Wind : 0 kts - Clearway : 0 ft - Stopway : 0 ft - Flaps : optimum 8 or 20 deg - Line-up allowance : 82 ft (25 m) - Obstacles are defined from start of runway Airport : PHX, PHOENIX SKY HARBOR INTL Runway : 26R Slope : -0.227 % TORA : 11000 ft Elev. : 1133 ft Temper. : 109(degree)F Obst. : # distance (ft) height (ft) 1 11960 -8 Airport : CVG, CINCINNATI / NORTHERN KY INTL Runway : 09 Slope : -0.03 % TORA : 10000 ft 14 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 114 Elev. : 897 ft Temper. : 45(degree)F Obst. : # distance (ft) height (ft) 1 12156 76 2 12989 102 3 14354 77 4 15190 103 5 54587 250 6 56785 250 Airport : MEM, MEMPHIS INTL Runway : 09 Slope : 0.436 % TORA : 8936 ft Elev. : 335 ft Temper. : 54(degree)F Obst. : # distance (ft) height (ft) 1 10037 51 2 10590 69 3 11843 92 4 14059 137 5 25062 186 Airport : MEX, LIC BENITO JUAREZ INTL Runway : 05R Slope : 0.071 % TORA : 12796 ft Elev. : 7341 ft Temper. : 80(degree)F and 72(degree)F Obst. : none Airport : YYC, CALGARY INTL Runway : 16 Slope : -0.103 % TORA : 12675 ft Elev. : 3557 ft Temper. : 33(degree)F 15 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 115 Obst. : # distance (ft) height (ft) 1 13690 -2 2 14040 10 3 44342 119 Airport : DSM, DES MOINES INTL Runway : 13L Slope : 0.500 % TORA : 9001 ft Elev. : 957 ft Temper. : 38(degree)F Obst. : # distance (ft) height (ft) 1 9675 52 2 9918 55 3 10486 68 4 11148 81 Airport : TUL, TULSA INTL Runway : 18L Slope : 0.17 % TORA : 10000 ft Elev. : 677 ft Temper. : 52(degree)F Obst. : # distance (ft) height (ft) 1 11417 37 16 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 116 3.0 PERFORMANCE GUARANTEE 3.1 TAKE-OFF PERFORMANCE FAR take-off field length, at a take-off gross weight of [***] kg) at the start of ground run, at Phoenix elevation (1133 ft) with zero runway slope, no obstacles, zero wind, ISA conditions, flaps 20o, shall be not more than 5950 feet (1813 m). 3.2 LANDING PERFORMANCE FAR landing field length, at a landing weight of[***] kg), Phoenix elevation (1133 ft), ISA conditions, no obstacles, shall be not more than [***] feet ([***] m). 3.3 SPEED Level flight airspeed at [***] kg) gross weight, at a pressure altitude of [***] ft, using maximum cruise thrust with A.C.U. bleeds only, in ISA conditions shall not be less than [***] M, [***] knots ([***] km/hr). 3.4 SPECIFIC AIR RANGE The nautical air miles per pound of fuel in ISA conditions, at [***] ft pressure altitude, at an aircraft gross weight of [***] lb ([***] kg), at a true Mach number of [***] M shall be not less than [***] nam/lb ([***] km/kg). 3.5 MISSION PERFORMANCE 3.5.1 MAXIMUM RANGE GUARANTEE When operated under the conditions specified below with the fixed quantities and allowances specified in paragraph 3.5.3, the maximum still air range (stage length) out of Phoenix shall be not less than [***] nautical miles when carrying a fixed payload of [***] lb equivalent to[***] passengers at [***] lb. The maximum take-off weight out of Phoenix (PHX) is based on the conditions specified in paragraph 2.0 and is in compliance with FAR 25 take-off requirements. The mission is flown in ISA conditions throughout. Climb is made starting at [***] ft to [***] ft initial cruise pressure altitude using a climb speed schedule of [***] KCAS/[***] M ([***] KCAS is maintained until the altitude where M is reached). Initial cruise is at [***] ft pressure altitude at an average cruise Mach number of [***] M. Thrust during cruise is not to exceed maximum cruise thrust. 17 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 117 Step climb is made starting at [***] ft to ft final cruise pressure altitude using a climb speed schedule of [***] KCAS/ [***] M. Final cruise is at [***] ft pressure altitude at an average cruise Mach number of [***] M. Descent is made from [***] ft pressure altitude to sea level using a descent speed schedule of [***] M / [***] CAS. The fixed fuel reserves, per paragraph 3.5.3, are [***] lb. 3.5.2 BLOCK FUEL AND MAXIMUM PAYLOAD GUARANTEES When operated under the conditions specified in paragraph 3.5.2.1 with the fixed quantities and allowances specified in paragraph 3.5.3, the maximum number of passengers shall not be less than and block fuel burnt shall not be more than the values presented in Table 1 below for each mission. TABLE 1: PAYLOAD AND BLOCK FUEL GUARANTEES
FROM TO Route Average Equiv. Cruise NUMBER OF BLOCK FUEL Fixed Fuel Dist. winds still air pressure PASSEN- (LB) Reserves (nm) (kts) range altitude GERS (lb) (nm) (100 ft) PHX CVG 1360 5 1344 370 [***] [***] [***] PHX MEM 1095 -1 1097 370 [***] [***] [***] PHX MEX 1088 -10 1114 370 [***] [***] [***] PHX YYC 1064 -11 1093 390 [***] [***] [***] PHX DSM 997 6 982 370 [***] [***] [***] PHX TUL 810 0 810 370 [***] [***] [***] CVG PHX 1360 -84 1696 350 / 390 [***] [***] [***] MEM PHX 1095 -88 1385 350 / 390 [***] [***] [***] MEX PHX 1088 -55 1251 390 [***] [***] [***] (80(degree)F) MEX PHX 1088 -55 1252 350 / 390 [***] [***] [***] (72(degree)F) YYC PHX 1064 -9 1087 370 [***] [***] [***] DSM PHX 997 -71 1201 350 / 390 [***] [***] [***] TUL PHX 810 -83 1014 390 [***] [***] [***]
18 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 118 3.5.2.1 MISSION DESCRIPTION The equivalent still air range (stage length) is the actual route distance corrected for the average winds. Head winds are negative. The maximum take-off weight for each departure airport ("from") is based on the conditions specified in paragraph 2.0 and is in compliance with FAR 25 take-off requirements. The missions are flown in ISA conditions throughout. Climb is made starting at the airport elevation to the initial cruise pressure altitude specified in Table 1 above using a climb speed schedule of [***] KCAS/ [***] M. Cruise is at the pressure altitude specified in Table 1 at an average cruise Mach number of [***] M. Thrust during cruise is not to exceed maximum cruise thrust. When a second cruise pressure altitude is specified in Table 1, a [***] ft step climb from the first to the second pressure altitude is made using a climb speed schedule of [***] KCAS/ [***] M. It is followed by a cruise at the second pressure altitude at an average cruise Mach number of [***] M. Descent is made from the final cruise pressure altitude in Table 1 to sea level using a descent speed schedule of [***] M / [***] KCAS. 3.5.3 FIXED QUANTITIES AND ALLOWANCE For the purpose of this guarantee the following are fixed quantities and allowances: - 15 minutes engine start and taxi out fuel [***] - 1 minute take-off fuel including acceleration [***] to initial climb speed (no distance credit) - 5 minute approach and landing fuel (no distance credit) [***] - 10 minutes taxi in fuel: taken from the reserves [***] - Usable reserve fuel remaining upon completion of landing phase, based on the reserve profile specified below: 1) 100 nm (185 km) diversion including: i) climb from destination airport elevation to optimum altitude at a speed of [***] KCAS ii) cruise at optimum altitude at long range cruise speed (LRC) iii) descent to sea level at a speed of [***] KCAS. 2) plus fuel equivalent to [***] minute hold at [***] feet and minimum drag speed (VMD). The stage length is defined as the sum of the climb, cruise and descent distances. 19 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 119 M denotes true Mach number. Block fuel includes engine start, taxi out, take-off, climb, cruise, step climb, descent, approach and landing and taxi in. The maximum payload and fuel burn guarantees are based on the fixed estimated Operating Weight Empty (O.W.E.) of [***] lb ([***] kg) and on the passenger weight allowance of [***] lb ([***] kg). 20 Supplement 1 to MPA 497 Revision Date: 8/13/01 Mesa Air Group, Inc. Initials Buyer______ Bombardier_______ 120 4.0 WEIGHTS 4.1 MAXIMUM ZERO FUEL WEIGHT GUARANTEE The Maximum Zero Fuel Weight (M.Z.F.W.) shall not be less than [***] lb ([***] kg). 4.2 MAXIMUM LANDING WEIGHT GUARANTEE The Maximum Landing Weight (M.L.W.) shall not be less than [***] lb ([***] kg). 4.3 MAXIMUM TAKE-OFF WEIGHT GUARANTEE The Maximum Take-off Weight (M.T.O.W.) shall not be less than [***] lb ([***] kg). 4.4 OPERATING WEIGHT EMPTY AND CENTER OF GRAVITY GUARANTEES The Operating Weight Empty is guaranteed to not exceed [***] lb. Included within this guarantee are weight and center of gravity allowances for operating items listed below and customer defined options described below. Should these allowances differ from the actual values at delivery, appropriate corrections are to be made to the guaranteed weight (i.e. the Seller can not guarantee the weight of these allowances). The center of gravity (CG) range at O.W.E. shall have a maximum forward limit of [***] . % of Mean Aerodynamic Chord (MAC) and a maximum aft limit of [***] % MAC (subject to the appropriate corrections noted above). TABLE 2: OPERATING WEIGHT EMPTY BUILD-UP
ITEM WEIGHT CG % DESCRIPTION (LB) (KG) (IN) (M) MAC - -------------------------------------------------------------------------------------------------------------------- MANUFACTURER'S WEIGHT EMPTY (BARE) [***] [***] [***] [***] [***] - -------------------------------------------------------------------------------------------------------------------- Economy Class Seat [***] [***] [***] [***] Business Class Seat [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Entrance Storage Compartment [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Galley (G1) [***] [***] [***] [***] [***] [***] [***] [***] LH Wardrobe (26 in.) [***] [***] [***] [***]
21 Revision Date: 8/13/01 Supplement 1 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 121 Forward RH Storage Compartment Cabin Carpet Aft Lavatory Emergency Equipment (Basic) Installed Options - ---------------------------------------------------------------------------------------------------------------------- M.W.E DELIVERED (MESA AIR) [***] [***] [***] [***] [***] - ---------------------------------------------------------------------------------------------------------------------- [***] [***] [***] [***] Addition of Unusable Fuel & Engine Oil [***] [***] [***] [***] Unusable Fuel (21.5 USG) Engine Oil (5.8 USG) - ---------------------------------------------------------------------------------------------------------------------- TRUE EMPTY WEIGHT [***] [***] [***] [***] [***] - ---------------------------------------------------------------------------------------------------------------------- [***] [***] [***] [***] Addition of Operating Items [***] [***] [***] [***] [***] [***] [***] [***] Flight & Cabin Crew [***] [***] [***] [***] Pilot & Copilot [***] [***] [***] [***] Cockpit Crew Baggage (20 lb/person) [***] [***] [***] [***] Flight Manuals [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Galley inserts & Consumables Galley G1 4 1/2 Size Meal/Beverage Cart 1 1/2 Size Waste Cart 2 Beverage Maker Galley Water (11 USG) Lavatory Water (10 USG) Toilet Fluids (2.3 USG) - ---------------------------------------------------------------------------------------------------------------------- MINIMUM FLIGHT WEIGHT [***] [***] [***] [***] [***] - ---------------------------------------------------------------------------------------------------------------------- [***] [***] [***] [***] Consumables [***] [***] [***] [***] Galley G1 [***] [***] [***] [***] [***] [***] [***] [***] Forward Attendant Aft Attendant Cabin Crew Baggage (20 lb/person)

22 Revision Date: 8/13/01 Supplement 1 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 122 ~~O.W.E. (EST.) [***] [***] [***] [***] [***] O.W.E. (GUARANTEE) [***] [***]~~

23 Revision Date: 8/13/01 Supplement 1 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 123 5.0 PERFORMANCE GUARANTEE CONDITIONS 5.1 All guaranteed performance data are based on the ICAO International Standard Atmosphere (ISA) unless noted otherwise. Altitudes are pressure altitudes. 5.2 FAR take-off and landing performance are based on the requirements of FAR 25 amended with FAA NPRM 93-8 document. 5.3 Take-off and landing performance guarantees are based on operation from hard surfaced, level and dry runways with no wind, no line-up allowance and no obstacle unless noted otherwise and with anti-skid and automatic spoilers operative. 5.4 When establishing the take-off performance, no air shall be bled from the engine(s) for cabin air conditioning or anti-icing and APR shall be armed and available when one engine fails. The APU shall be on. 5.5 Speed, specific air range, and the climb, cruise, and descent portion of the mission guarantee include allowance for normal engine bleed and power extraction. Normal engine bleed is defined as the bleed required to maintain a cabin pressure altitude not exceeding [***] feet at the maximum operating altitude with an average cabin ventilation rate of not less than [***] /min ([***] m3 /min) and a cabin temperature of [***] C). 5.6 Normal power extraction assumes a load of 45 HP per engine with both engines operative and a load of 65 HP with one engine inoperative. 5.7 Fuel density is assumed to be [***] pounds / US gallon ([***] kg/l). All performance guarantees are based on the use of a fuel with a lower heating value (LHV) of [***] BTU / pound ([***] kilojoules/kg) and on an Aircraft centre of gravity location of [***] % of the mean aerodynamic chord. 5.8 All guarantees are contingent upon engine acceptance test performance acceptable to Bombardier Aerospace, Regional Aircraft and are applicable to a new airframe - engine combination only. 24 Revision Date: 8/13/01 Supplement 1 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 124 6.0 GUARANTEE COMPLIANCE 6.1 Compliance with take-off and landing performance guarantees shall be demonstrated by reference to the approved Transport Canada Aircraft Flight Manual adjusted to reflect any differences due to change in certification requirements or interpretation thereof. 6.2 Compliance with speed, specific air range and mission performance guarantees shall be established by calculations based on flight test data obtained for an aircraft configuration similar to that defined by this specification and shall be demonstrated by reference to the Flight Planning and Cruise Control Manual. In addition, at Buyer's request, compliance with the specific air range guarantee of paragraph 3.4 will be verified by flight test during the acceptance flight on no more than two aircraft. Seller will provide a test report to Buyer no later than 15 days after the test. Buyer must notify the Seller of the aircraft to be flight tested no later than two months before delivery. 6.3 Data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established aeronautical practices to show compliance with the performance guarantees. 25 Revision Date: 8/13/01 Supplement 1 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 125 7.0 REMEDIES 7.1 In the event a shortfall in the guarantees contained herein, Bombardier reserves the right to carry out additional flight test measurements on a subsequent Aircraft, which may be specially instrumented for this purpose, with the objective of identifying accurately the cause of the shortfall and to develop corrective measures. Such measures shall be developed within a period of twelve (12) months from discovery and identification of a shortfall (or such other longer period as may be mutually agreed in view of the corrective measures involved). 7.2 If, during the period commencing at delivery of the First Aircraft and expiring [***] years later, the guaranteed Operating Weight Empty mentioned herein is exceeded as a result of (a) Airworthiness Directives, or (b) Service Bulletins recommended by Bombardier as necessary either to correct a defect that is the fault of Bombardier or Bombardier"s supplier, restore reliability or maintainability to guaranteed levels, or maintain performance specified herein, c) Regulatory Changes, d) permitted changes, then : 1) [***] 2) [***] ; (i) Bombardier and Buyer will promptly meet to verify the allegation of the deficiency. (ii) If the allegation is found to be true and a deficiency is acknowledged, then Bombardier will promptly initiate steps to correct the deficiency, and (iii) Until such time as the identified and acknowledged deficiency is corrected Bombardier will provide to Buyer as liquidated damages and not as a penalty (the "Weight Remedy") credit memoranda (or cash less any amounts owed to Bombardier by Buyer), to be used for the purchase of goods and services from Bombardier in amounts based on the following formula: Remedy = [***] Where: Remedy = The amount Bombardier shall pay Buyer as liquidated damages and not as a penalty, in the form of spare parts and/or services 26 Revision Date: 8/13/01 Supplement 1 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 126 credit memorandum, per calendar year that the Buyer operates each Aircraft during which the guarantee has been broken. Remedy shall begin the year in which the Operating Weight Empty discrepancy has been discovered, subject to a maximum for the term of this guarantee of $100,000 per Aircraft. [***] [***] [***] [***] [***] In the event the CG limits change which results in reduced payload capability for each affected Aircraft, a remedy shall apply as liquidated damages and not as a penalty, which shall be computed by applying the same formula as the Weight Remedy, except that the WI shall be the number of pounds of ballast (only the amount of ballast which results in exceedance of the guaranteed Operating Weight Empty) required to restore original CG limits to each affected Aircraft. If Buyer adds to or modifies the Aircraft for reasons other than those given in the previous paragraph, with the result being an increase in the Operating Weight Empty, then the Parties shall amend the Guaranteed Operating Weight Empty. 7.3 Bombardier's maximum exposure under this Article 7.2 is $[***] and in no event, will Bombardier's payout under this Article 7.2 exceed such amount. 8.0 In the event of termination of the Agreement and/or the Supplement, this Annex shall become automatically null and void. 9.0 The provisions of this Annex are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier. 10.0 This Annex constitutes an integral part of the Supplement and is subject to the terms and conditions contained therein. 11.0 Should there be any inconsistency between this Annex and the Agreement and/or the Supplement with respect to the subject matter covered by the terms hereof, then this Annex shall prevail 27 Revision Date: 8/13/01 Supplement 1 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 127 ANNEX 7 Intentionally Left Blank 28 Revision Date: 8/13/01 Supplement 1 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 128 ANNEX 8 [***] 1.0 [***] 2.0 [***] 3.0 The provisions of this Annex are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier. 4.0 This Annex constitutes an integral part of the Supplement and is subject to the terms and conditions contained therein. 5.0 Should there be any inconsistency between this Annex and the Agreement and/or the Supplement with respect to the subject matter covered by the terms hereof, then this Annex shall prevail 29 Revision Date: 8/13/01 Supplement 1 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 129 SUPPLEMENT NO. PA-497-3 TO MASTER PURCHASE AGREEMENT NO. PA-497 BETWEEN BOMBARDIER INC. AND MESA AIR GROUP , INC. This Supplement when accepted and agreed to by Mesa Air Group, Inc. (the "Buyer") will become part of the Master Purchase Agreement No. PA-497 entered into between BOMBARDIER INC., a Canadian corporation represented by Bombardier Aerospace, Regional Aircraft having offices at 123 Garratt Boulevard, Downsview, Ontario, Canada ("Bombardier") and Mesa Air Group, Inc. ("Buyer") dated the 30th day of April, 2001 (the "Agreement") and will evidence the further agreement of the parties with respect to the matters set forth herein. The provisions of the Agreement shall apply to the Bombardier products purchased and sold in accordance with this Supplement. All capitalized terms herein, unless defined herein, shall have the same respective meanings given to them in the Agreement. This Supplement is subject to the provisions of the Agreement, all of which are incorporated herein, provided that in the event of any inconsistency between the provision of the Agreement and the provisions of this Supplement, the latter shall take precedence. ARTICLE 1.0 SUBJECT MATTER OF SALE ARTICLE 1 SUPPLEMENTS TO ARTICLE 2 OF THE AGREEMENT 1.1 CRJ-900 Aircraft Subject to the provisions of the Agreement and this Supplement, Bombardier will sell and Buyer will purchase Twenty (20) CRJ-900 firm Aircraft pursuant to Type Specification number RAD-690-100 dated December 1999 noted in Annex 1 hereto as same may be augmented from time to time with a complete CRJ-900 type specification to be defined and delivered to Buyer no later than six (6) months prior to the Scheduled Delivery Month of Buyer's first CRJ-900 Aircraft in accordance with the Agreement and this Supplement (the "Specification") as supplemented to reflect the incorporation of the Buyer selected optional features ("Buyer Selected Optional Features") set forth in Annex 1 and 2 hereto. This Supplement shall also apply to all option CRJ-900 purchased in accordance with 1 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 130 Annex 3 of this Supplement 3 (the firm aircraft and the option aircraft referred to in this Article 1.1 hereinafter collectively referred to as the "Aircraft"). ARTICLE 2.0 PRICE ARTICLE 2 SUPPLEMENTS ARTICLE 4 OF THE AGREEMENT. 2.1 (a) The base price for each of the CRJ-900 Aircraft (excluding the Buyer Selected Optional Features) Ex Works (Incoterms 2000) Bombardier's facilities in Dorval, Quebec is [***] ) expressed in July 1, 2000 Dollars. (b) The base price of the Buyer Selected Optional Features for the CRJ-900 is [***] expressed in [***] Dollars. The Aircraft base price for the CRJ-900 Aircraft shall be the base price for the Aircraft as stated in paragraph 2.1 (a), plus the base price of the Buyer Selected Optional Features as stated in paragraph 2.1 (b) ("CRJ-900 Base Price"). 2.2 The price of the CRJ-900 Aircraft on the Scheduled Delivery Date shall be the CRJ-900 Base Price adjusted for changes made pursuant to Article 11 (only with respect to those changes for which a price adjustment is permitted) of the Agreement and any Non-CRJ Regulatory Changes pursuant to Article 8A.1 of the Agreement, and further adjusted to the Delivery Date to reflect economic fluctuations during the period from [***] to the Delivery Date of each Aircraft ("Aircraft Purchase Price"). Such adjustments shall be in accordance [***] shall be made with respect to the period by which delivery of the Aircraft was delayed as a result of such Excusable Delay, and [***] , with respect to the period by which delivery of the Aircraft was delayed as a result of such Non-Excusable Delay; and provided further that when adjusted, the Aircraft Purchase Price shall in no case be lower than the CRJ-900 Base Price, as stipulated in Article 2.1 herein. 2 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 131 ARTICLE 3.0 DELIVERY PROGRAM ARTICLE 3 SUPPLEMENTS ARTICLE 6 OF THE AGREEMENT. 3.1 The Aircraft set forth in Column 1 shall be offered for inspection and acceptance to Buyer at Bombardier's facility in Montreal, Quebec during the quarterly periods set forth in Column 2, Bombardier shall also provide Scheduled Delivery Months for the CRJ-900 Aircraft in calendar months with notice of no less than [***] prior to the first day of the calendar quarter in which the first scheduled delivery is to occur .
COLUMN # 1 COLUMN # 2 First CRJ-900 Aircraft [***] [***] Second CRJ-900 Aircraft [***] [***] Third CRJ-900 Aircraft [***] [***] Fourth CRJ-900 Aircraft [***] [***] Fifth CRJ-900 Aircraft [***] [***] Sixth CRJ-900 Aircraft [***] [***] Seventh CRJ-900 Aircraft [***] [***] Eighth CRJ-900 Aircraft [***] [***] Ninth CRJ-900 Aircraft [***] [***] Tenth CRJ-900 Aircraft [***] [***] Eleventh CRJ-900 Aircraft [***] [***] Twelfth CRJ-900 Aircraft [***] [***] Thirteenth CRJ-900 Aircraft [***] [***] Fourteenth CRJ-900 Aircraft [***] [***] Fifteenth CRJ-900 Aircraft [***] [***] Sixteenth CRJ-900 Aircraft [***] [***] Seventeenth CRJ-900 Aircraft [***] [***] Eighteenth CRJ-900 Aircraft [***] [***] Nineteenth CRJ-900 Aircraft [***] [***] Twentieth CRJ-900 Aircraft [***] [***]
3.2 Buyer shall have the right to convert Buyer's obligation to purchase any or all of the last five (5) scheduled deliveries of CRJ-900 Aircraft to the obligation to purchase Canadair Regional Jet Series 700 aircraft (on the same terms as provided in the Agreement for the purchase of CRJ-700 Aircraft exercisable on a per Aircraft basis by delivery of notice to Bombardier not less than [***] prior to the first day of the Scheduled Delivery Month of the CRJ-900 Aircraft to which such conversion notice relates. Upon delivery of such conversion notice, Buyer shall have no further obligation to purchase the CRJ-900 Aircraft to which such notice relates and the deposit paid by Buyer with respect to such CRJ-900 Aircraft shall become the deposit for the CRJ-700 Aircraft purchased in lieu thereof. 3 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 132 3.3 As the CRJ-900 is a new aircraft type, if initial Transport Canada or FAA type certification of the CRJ-900 Aircraft type is delayed, Bombardier reserves the right to defer on one occasion the CRJ-900 Aircraft Delivery Dates of any CRJ-900 Aircraft so affected by [***] from the Scheduled Delivery Month of the applicable Aircraft dues as a direct result of any delays in obtaining Transport Canada or FAA type certification of the CRJ-900 Aircraft or the effects thereof, if any, or directives from either of the said authorities resulting in additional work required on the said Aircraft by the airworthiness authorities in order to meet airworthiness regulations, by providing Buyer with [***] prior written notice. Bombardier agrees that, in the event of such a delay, it shall use commercially reasonable efforts to resume the originally agreed upon delivery schedule as soon as practicable thereafter, and, until such schedule is resumed, Bombardier shall; (i) [***] shall also provide Scheduled Delivery Months for the CRJ-900 Aircraft in calendar months with notice of no less than [***] prior notice to the first day of the calendar quarter in which the first scheduled delivery is to occur. 4 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 133 ARTICLE 4.0 DELIVERY DELAYS ARTICLE 4 SUPPLEMENTS ARTICLES 9 AND 14 OF THE AGREEMENT. 4.1 If delivery of the CRJ-900 Aircraft is delayed [***] or by causes not excused under Article 13.1 of the Agreement ,Bombardier shall pay liquidated damages as set forth in Article 9.6 or 14 as applicable; as calculated therein, in the amount of [***] of delay , to a maximum of [***] for any such delayed Aircraft. ARTICLE 4.2 SUPPLEMENTS ARTICLE 14.1 OF THE AGREEMENT. 4.2 The grace period referred to in Article 14.1 of the Agreement is [***] business days from the Readiness Date of the applicable Aircraft for the first delivery of the CRJ-900 Aircraft, [***] from the Readiness Date during the [***] calendar month period beginning with the delivery month of the first CRJ-900 Aircraft, and [***] from the Readiness Date thereafter. 5 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 134 ARTICLE 5.0 SPARE PARTS ARTICLE 5.0 SUPPLEMENTS 2.6.1 OF ANNEX A OF THE AGREEMENT. For a period of [***] from the date of delivery of the first CRJ-700 Aircraft, Bombardier shall [***] for all purchases for the CRJ-900 Aircraft made by Buyer during such period[***] . In addition, for a period of [***] beginning on the date of delivery of the first Aircraft, Bombardier shall provide to Buyer a discount from the Bombardier Spare Parts Catalogue list prices for all purchase by Buyer of not less than [***] below list price. 6 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 135 ARTICLE 6.0 PRODUCT ENHANCEMENTS [***] 7 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 136 ARTICLE 7.0 PERFORMANCE DATA Bombardier agrees to provide Buyer upon request, without further revision service, performance data (CR00-491) for the CRJ-900 Aircraft in the form of [***] In witness whereof this Supplement was signed on the date written hereof: For and on behalf of For and on behalf of MESA AIR GROUP, INC. BOMBARDIER INC. Bombardier Aerospace Signed: ____________________ Signed: ____________________ Jonathan Ornstein H. Anne Woodyatt Chairman/CEO Director, Contracts Mesa Air Group, Inc. Regional Aircraft 8 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 137 ANNEX 1 SPECIFICATION Number RAD-690-100 Dated December 1999 9 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 138 ANNEX 2 BUYER SELECTED OPTIONAL FEATURES
CR NO. ITEM DESCRIPTION - ------ ---------------- CR# TITLE [***] 00-213 Certification - FAA (FAR 25) [***] 00-415 MTOW - 82 500 LB (Extended Range Version) [***] 11-400 Exterior Paint & Placards/Markings - Complex/Multiple [***] 21-201 Baggage - Temperature Control in Aft Comp't [***] 21-209 Air Conditioning - - Ground Cart Connection [***] 23-231 VHF Comm - Third Radio Provisions (Collins) [***] 23-250 SELCAL - Single System (Coltec) [***] 25-03-401 Interior Finish & Decor - Custom Carpets [***] 25-03-402 Interior Finish & Decor - Custom Curtains [***] 25-03-403 Interior Finish & Decor - Custom Bulkheads [***] 25-21-474 PAX Seats - 3 Abreast Business Class (Two Rows) [***] 25-22-401 PAX Seats - In-Arm Meal Trays (Six Seat Pair) [***] 25-22-403 PAX Seats - Leather Dress Covers (36 Seat Pairs) [***] 25-22-404 PAX Seats - Reclining Feature [***] 25-24-410 Wardrobe - LH Forward with Roll-Up Door [***] 25-31-401 G1 Galley - Provisions For Snack & Hot Beverage Service (5 Trolleys) [***] 25-31-404 Galley - Storable Workshelf, Plug In (Each) [***] 25-34-401 Trolley - Atlas Std. Half Size (Qty 5) [***] 25-34-402 Stowage Unit - Atlas Std. (Qty 7) [***] 25-34-403 Trolley - Waste, Atlas Std. Half Size (Qty 1) [***] 25-34-410 Beverage Maker - Atlas Std (APC, Qty 4) [***] 25-35-403 G5 Galley - Provisions For Snack & Hot Beverage Service [***] 25-490 Baggage - Underfloor Retrieval System [***] 31-471 Datalink - Provisions For Allied Signal [***] 33-203 Lights - Red Beacon [***] 34-235 FMS - Single, ACARS Compatible (Collins FMS-4200) [***] 34-250 GPS - Single (Collins GPS-4000) [***] 34-260 Radio Altimeter-Second (Collins) [***] 34-262 Altimeter-Baro Setting Flashing At 18,000 Ft. [***] 34-428 GPWS - Enhanced (Allied Signal) [***] 35-401 Oxygen - PAX Extended Duration Chemical Generators [***] 38-401 Water - Aft System (For G5 Galley & Aft Lav. [***] 38-410 Water - Forward System (G1 Galley & Lav) [***] 79-201 Engine Oil - Remote Replenishment System [***] TOTAL TECHNICAL FEATURES [***]
10 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 139 ANNEX 3 OPTION AIRCRAFT 1.0 Bombardier hereby agrees to grant Buyer the option to purchase an additional Twenty (20) CRJ-900 Aircraft as described in Article 1 of this Supplement (the "Option Aircraft") for the benefit of Buyer under the following general conditions: 1.1 The price for each of the CRJ-900 Option Aircraft ("CRJ-900 Option Aircraft Purchase Price") shall be the [***] but when adjusted, the CRJ-900 Option Aircraft Purchase Price shall in no case be lower than the CRJ-900 Base Price, as stipulated in Article 2.1 herein. 1.2 Buyer shall exercise its right to purchase the CRJ-900 Option Aircraft by providing to Bombardier with a definitive irrevocable written notice of exercise no later than [***] prior to the Scheduled Delivery Month of the first CRJ-900 Option Aircraft (the "Excercise Date") accompanied by the Option Deposit (as defined in Article 1.3 herein) for the applicable CRJ-900 Option Aircraft. The option to purchase the applicable Option Aircraft shall become null and void in the event Buyer fails to give such notice of exercise by the Exercise Date. 1.3 Buyer shall pay to Bombardier a deposit of [***] for the applicable CRJ-900 Option Aircraft (the "Option Deposit") on the exercise of the option for such CRJ-900 Option Aircraft. 1.4 The Scheduled Delivery Months of the Option Aircraft are as follows: First CRJ-900 Option Aircraft [***] [***] Second CRJ-900 Option Aircraft [***] [***] Third CRJ-900 Option Aircraft [***] [***] Fourth CRJ-900 Option Aircraft [***] [***] Fifth CRJ-900 Option Aircraft [***] [***] Sixth CRJ-900 Option Aircraft [***] [***] Seventh CRJ-900 Option Aircraft [***] [***] Eighth CRJ-900 Option Aircraft [***] [***] Ninth CRJ-900 Option Aircraft [***] [***] Tenth CRJ-900 Option Aircraft [***] [***] Eleventh CRJ-900 Option Aircraft [***] [***] Twelfth CRJ-900 Option Aircraft [***] [***] Thirteenth CRJ-900 Option Aircraft [***] [***] Fourteenth CRJ-900 Option Aircraft [***] [***]

11 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 140 Fifteenth CRJ-900 Option Aircraft [***] [***] Sixteenth CRJ-900 Option Aircraft [***] [***] Seventeenth CRJ-900 Option Aircraft [***] [***] Eighteenth CRJ-900 Option Aircraft [***] [***] Nineteenth CRJ-900 Option Aircraft [***] [***] Twentieth CRJ-900 Option Aircraft [***] [***]

2.0 Upon exercise of Buyer's right to purchase the CRJ-900 Option Aircraft, the parties shall deem all definitions, terms and conditions of the Agreement and this Supplement as being applicable to the purchase of the CRJ-900 Option Aircraft, unless expressly noted otherwise. [***] 4.0 The provisions of this Annex are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier. 5.0 This Annex constitutes an integral part of the Supplement and is subject to the terms and conditions contained therein. 12 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 141 ANNEX 4 AIRCRAFT CREDIT MEMORANDUM 1.0 Bombardier shall issue to Buyer a credit memorandum in the amount of [***] (the "CRJ-900 Credit Memorandum") expressed in [***] United States Dollars, concurrent with the actual delivery and the payment in full of the balance of the CRJ-900 Aircraft purchase price payable on delivery of each firm or option CRJ-900 Aircraft (as reduced by the amount of the CRJ-900 Credit Memorandum). The CRJ-900 Credit Memorandum shall be adjusted to the date of delivery to reflect economic fluctuations during the period from [***] to the respective delivery date of the applicable CRJ-900 Aircraft. [***] . Each firm or option CRJ-900 Credit Memorandum shall be applied by Buyer and Bombardier to reduce the balance of the purchase price payable on delivery of the CRJ-900 Aircraft to which it relates. 2.0 [***] 3.0 The provisions of this Annex are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier. 4.0 This Annex constitutes an integral part of the Supplement and is subject to the terms and conditions contained therein. 5.0 Should there be any inconsistency between this Annex and the Agreement and/or the Supplement with respect to the subject matter covered by the terms hereof, then this Annex shall prevail. 13 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 142 ANNEX 5 CRJ-900 AIRCRAFT LAUNCH CUSTOMER CREDIT MEMORANDUM 1.0 As a special consideration at the time of actual delivery of and concurrent with Buyer's payment of the purchase price for each CRJ-900 Aircraft (after deduction therefrom of the amount of the applicable CRJ-900 Launch Credit) of Buyer being a launch CRJ-900 Aircraft customer in North America, Bombardier shall issue to Buyer a special CRJ-900 Firm Aircraft launch customer credit memorandum (the CRJ-900 Launch Credit") in the amount of [***] per CRJ-900 Firm Aircraft. The CRJ-900 Launch Credit shall be issued in [***] United States Dollars and shall be adjusted to the date of delivery to reflect economic fluctuations during the period from July 1, 2000 to the respective delivery date of the applicable CRJ-900 Firm Aircraft in accordance with the Economic Adjustment Formula set forth in Appendix 1 to the Agreement, [***] . The CRJ-900 Launch Credit shall be applied by Buyer and Bombardier to reduce the balance of the purchase price payable on delivery of the CRJ-900 Firm Aircraft to which it relates. 2.0 In the event of termination of the Agreement and/or the Supplement, this Annex shall become automatically null and void. 3.0 The provisions of this Annex are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier. 4.0 This Annex constitutes an integral part of the Supplement and is subject to the terms and conditions contained therein. 6.0 Should there be any inconsistency between this Annex and the Agreement and/or the Supplement with respect to the subject matter covered by the terms hereof, then this Annex shall prevail. 14 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 143 ANNEX 6 CRJ-900 AIRCRAFT PERFORMANCE GUARANTEES 1.0 AIRCRAFT CONFIGURATION The guarantees listed below are based on the CRJ-900 Aircraft configuration as defined in Bombardier Aerospace Type Specification RAD-690-100 issue NC, and equipped with GE CF34-8C5 engines as defined in GE Engines Performance Model L0073X. The weight data corresponds to the [***] lb ([***] ) MTOW design weight option. Appropriate adjustments shall be made for any changes in configuration of the Aircraft which have been approved by the Buyer and Bombardier Aerospace, Regional Aircraft ("Bombardier") or otherwise allowed by the Purchase Agreement and which cause changes to the performance of the Aircraft. 2.0 AIRPORT CONDITIONS All maximum take-off weight calculations are based on the conditions described below: - Take-off with zero bleeds, APU on - APR armed - Dry runway - Wind : 0kts - Clearway : 0 ft - Stopway : 0 ft - Flaps : optimum 8 or 20 deg - Line-up allowance : 82 ft (25 m) - Obstacles are defined from start of runway Airport : PHX , PHOENIX SKY HARBOR INTL Runway : 26R Slope : -0.227 % TORA : 11000 ft Elev. : 1133 ft Temper. : 109(deg.)F Obst. : # distance (ft) height (ft) 1 11960 -8 15 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 144 Airport : CVG, CINCINNATI / NORTHERN KY INTL Runway : 09 Slope : -0.03 % TORA : 10000 ft Elev. : 897 ft Temper. : 45(deg.)F Obst. : # distance (ft) height (ft) 1 12156 76 2 12989 102 3 14354 77 4 15190 103 5 54587 250 6 56785 250 Airport : MEM, MEMPHIS INTL Runway : 09 Slope : 0.436 % TORA : 8936 ft Elev. : 335 ft Temper. : 54(deg.)F Obst. : # distance (ft) height (ft) 1 10037 51 2 10590 69 3 11843 92 4 14059 137 5 25062 186 Airport : MEX, LIC BENITO JUAREZ INTL Runway : 05R Slope : 0.071 % TORA : 12796 ft Elev. : 7341 ft Temper. : 80(deg.)F and 72(deg.)F Obst. : none Airport : YYC, CALGARY INTL Runway : 16 Slope : -0.103 % 16 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 145 TORA : 12675 ft Elev. : 3557 ft Temper. : 33(deg.)F Obst. : # distance (ft) height (ft) 1 13690 -2 2 14040 10 3 44342 119 Airport : DSM , DES MOINES INTL Runway : 13L Slope : 0.500 % TORA : 9001 ft Elev. : 957 ft Temper. : 38(deg.)F Obst. : # distance (ft) height (ft) 1 9675 52 2 9918 55 3 10486 68 4 11148 81 Airport : TUL, TULSA INTL Runway : 18L Slope : 0.17 % TORA : 10000 ft Elev. : 677 ft Temper. : 52(deg.)F Obst. : # distance (ft) height (ft) 1 11417 37 17 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 146 3.0 PERFORMANCE GUARANTEE 3.1 TAKE-OFF PERFORMANCE FAR take-off field length, at a take-off gross weight of [***] lb ([***] kg) at the start of ground run, at Phoenix elevation ([***] ft) with zero runway slope, no obstacles, zero wind, ISA conditions, flaps 20o, shall be not more than [***] feet ([***] m). 3.2 LANDING PERFORMANCE FAR landing field length, at a landing weight of [***] lb ([***] kg), Phoenix elevation ([***] ft), ISA conditions, no obstacles, shall be not more than [***] feet ([***] m). 3.3 SPEED Level flight airspeed at [***] lb ([***] kg) gross weight, at a pressure altitude of [***] ft, using maximum cruise thrust with A.C.U. bleeds only, in ISA conditions shall not be less than [***] M, [***] knots ([***] km/hr). 3.4 SPECIFIC AIR RANGE The nautical air miles per pound of fuel in ISA conditions, at [***] ft pressure altitude, at an aircraft gross weight of [***] lb ([***] kg), at a true Mach number of [***] M shall be not less than [***] nam/lb ([***] km/kg). 3.5 MISSION PERFORMANCE 3.5.1 MAXIMUM RANGE GUARANTEE When operated under the conditions specified below with the fixed quantities and allowances specified in paragraph 3.5.3, the maximum still air range (stage length) out of Phoenix shall be not less than [***] nautical miles when carrying a fixed payload of [***] lb equivalent to [***] passengers at [***] lb. The maximum take-off weight out of Phoenix (PHX) is based on the conditions specified in paragraph 2.0 and is in compliance with FAR 25 take-off requirements. The mission is flown in ISA conditions throughout. Climb is made starting at [***] ft to [***] ft pressure altitude using a climb speed schedule of [***] KCAS/ [***] M ([***] KCAS is maintained until the altitude where [***] M is reached). 18 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 147 Cruise is at [***] ft pressure altitude at an average cruise Mach number of [***] M. Thrust during cruise is not to exceed maximum cruise thrust. Descent is made from [***] ft pressure altitude to sea level using a descent speed schedule of [***] M / [***] KCAS. The fixed fuel reserves, per paragraph 3.5.3, are [***] lb. 3.5.2 BLOCK FUEL AND MAXIMUM PAYLOAD GUARANTEES When operated under the conditions specified in paragraph 3.5.2.1 with the fixed quantities and allowances specified in paragraph 3.5.3, the maximum number of passengers shall not be less than and block fuel burnt shall not be more than the values presented in Table 1 below for each mission. TABLE 1: PAYLOAD AND BLOCK FUEL GUARANTEES
FROM TO Route Average Equiv. Cruise NUM BER OF BLOCK FUEL Fixed Fuel Dist. winds still air pressure PASSEN GERS (LB) Reserves (lb) (nm) (kts) range altitude (nm) (100 ft) PHX CVG 1360 5 1344 370 [***] [***] [***] PHX MEM 1095 -1 1097 370 [***] [***] [***] PHX MEX 1088 -10 1114 370 [***] [***] [***] PHX YYC 1064 -11 1092 350 [***] [***] [***] PHX DSM 997 6 982 370 [***] [***] [***] PHX TUL 810 0 810 370 [***] [***] [***] CVG PHX 1360 -84 1695 350 [***] [***] [***] MEM PHX 1095 -88 1384 350 [***] [***] [***] MEX PHX 1088 -55 1251 390 [***] [***] [***] (80(deg.)F) MEX PHX 1088 -55 1252 350 / 390 [***] [***] [***] (72(deg.)F) YYC PHX 1064 -9 1087 370 [***] [***] [***] DSM PHX 997 -71 1201 350 [***] [***] [***] TUL PHX 810 -83 1013 350 [***] [***] [***]
19 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 148 3.5.2.1 MISSION DESCRIPTION The equivalent still air range (stage length) is the actual route distance corrected for the average winds. Head winds are negative. The maximum take-off weight for each departure airport ("from") is based on the conditions specified in paragraph 2.0 and is in compliance with FAR 25 take-off requirements. The missions are flown in ISA conditions throughout. Climb is made starting at the airport elevation to the initial cruise pressure altitude specified in Table 1 above using a climb speed schedule of [***] KCAS/ [***] M. Cruise is at the pressure altitude specified in Table 1 at an average cruise Mach number of [***] M. Thrust during cruise is not to exceed maximum cruise thrust. When a second cruise pressure altitude is specified in Table 1, a [***] ft step climb from the first to the second pressure altitude is made using a climb speed schedule of [***] KCAS/ [***] M. It is followed by a cruise at the second pressure altitude at an average cruise Mach number of [***] M. Descent is made from the final cruise pressure altitude in Table 1 to sea level using a descent speed schedule of [***] M / [***] KCAS. 3.5.3 FIXED QUANTITIES AND ALLOWANCE For the purpose of this guarantee the following are fixed quantities and allowances: - 15 minutes engine start and taxi out fuel [***] - 1 minute take-off fuel including acceleration [***]) to initial climb speed (no distance credit) - 5 minute approach and landing fuel (no distance credit) [***]) - 10 minutes taxi in fuel: taken from the reserves [***]) - Usable reserve fuel remaining upon completion of landing phase, based on the reserve profile specified below: 1) 100 nm (185 km) diversion including: i) climb from destination airport elevation to optimum altitude at a speed. of [***] KCAS ii) cruise at optimum altitude at long range cruise speed (LRC) iii) descent to sea level at a speed of [***] KCAS. 2) plus fuel equivalent to 45 minute hold at 10000 feet and minimum drag speed (VMD). The stage length is defined as the sum of the climb, cruise and descent distances. 20 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 149 M denotes true Mach number. Block fuel includes engine start, taxi out, take-off, climb, cruise, descent, approach and landing and taxi in. The maximum range, payload and fuel burn guarantees are based on the fixed estimated Operating Weight Empty (O.W.E.) of [***] lb ([***] kg) and on the passenger weight allowance of [***] lb ([***] kg). 4.0 WEIGHTS 4.1 MAXIMUM ZERO FUEL WEIGHT GUARANTEE The Maximum Zero Fuel Weight (M.Z.F.W.) shall not be less than [***] lb ([***] kg). 4.2 MAXIMUM LANDING WEIGHT GUARANTEE The Maximum Landing Weight (M.L.W.) shall not be less than [***] lb ([***] kg). 4.3 MAXIMUM TAKE-OFF WEIGHT GUARANTEE The Maximum Take-off Weight (M.T.O.W.) shall not be less than [***] lb ([***] kg). 4.4 OPERATING WEIGHT EMPTY AND CENTER OF GRAVITY GUARANTEES The Operating Weight Empty is guaranteed to not exceed [***] lb. Included within this guarantee are weight and center of gravity allowances for operating items listed below and customer defined options described below. Should these allowances differ from the actual values at delivery, appropriate corrections are to be made to the guaranteed weight (i.e. the Seller can not guarantee the weight of these allowances). The center of gravity (CG) range at O.W.E. shall have a maximum forward limit of [***] % of Mean Aerodynamic Chord (MAC) and a maximum aft limit of [***] % MAC (subject to the appropriate corrections noted above). TABLE 2: OPERATING WEIGHT EMPTY BUILD-UP
ITEM WEIGHT CG % DESCRIPTION (LB) (IN) MAC - -------------------------------------------------------------------------------------------- M.W.E BASIC (CURRENT TYPE SPEC) [***] [***] [***] - -------------------------------------------------------------------------------------------- [***] [***]
21 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 150 Storage Units [***] [***] Forward Left Entrance Compartment [***] [***] Wardrobe [***] [***] [***] [***] Additional Crew & Passengers Seating [***] [***] Business Class Seats [***] [***] Standard Passenger Seats [***] [***] [***] [***] [***] [***] [***] [***] Galley Structure G1 Style Galley G3 Style Galley Miscellaneous Items FWD Lavatory AFT Lavatory Cabin Carpet Customer Options Emergency Equipment - -------------------------------------------------------------------------------------------- M.W.E DELIVERED [***] [***] [***] - -------------------------------------------------------------------------------------------- [***] [***] Addition of Unusable Fuel & Engine Oil [***] [***] Unusable Fuel Engine Oil - -------------------------------------------------------------------------------------------- TRUE EMPTY WEIGHT [***] [***] [***] - -------------------------------------------------------------------------------------------- [***] [***] Addition of Operating Items [***] [***] [***] [***] Crew/Bags/Manuals [***] [***] Pilot & Copilot [***] [***] Crew Baggage [***] [***] Flight Manuals [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Catering Allowance G1 1/2 Size Meal Cart (qty. 4) G1 1/2 Size Waste Cart (qty. 1) G1 Coffe Maker (qty. 2) G3 1/2 Size Meal Cart (qty. 2) G3 Standard Container (qty. 2)

22 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 151 Water Fwd Lav. and Wet Galley 1 (11 USG) Water Aft Lav. (Basic) (10 USG) Toilet Chemicals - -------------------------------------------------------------------------------------------- MINIMUM FLIGHT WEIGHT [***] [***] [***] - -------------------------------------------------------------------------------------------- [***] [***] Forward Flight Attendant #1 [***] [***] Aft Flight Attendant #2 [***] [***] Crew Baggage [***] [***] Consumables & Galley Supplies - -------------------------------------------------------------------------------------------- O.W.E. (EST.) [***] [***] [***] O.W.E. (GUARANTEE)

23 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 152 5.0 PERFORMANCE GUARANTEE CONDITIONS 5.1 All guaranteed performance data are based on the ICAO International Standard Atmosphere (ISA) unless noted otherwise. Altitudes are pressure altitudes. 5.2 FAR take-off and landing performance are based on the requirements of FAR 25 amended with FAA NPRM 93-8 document. Additionally these performance are contigent upon certification of the aircraft with the 1-g stall speed as the basis for compliance with FAR 25 amended with FAA NPRM 95-17 document. 5.3 Take-off and landing performance guarantees are based on operation from hard surfaced, level and dry runways with no wind, no line-up allowance and no obstacle unless noted otherwise and with anti-skid and automatic spoilers operative. 5.4 When establishing the take-off performance, no air shall be bled from the engine(s) for cabin air conditioning or anti-icing and APR shall be armed and available when one engine fails. The APU shall be on. 5.5 Speed, specific air range, and the climb, cruise, and descent portion of the mission guarantee include allowance for normal engine bleed and power extraction. Normal engine bleed is defined as the bleed required to maintain a cabin pressure altitude not exceeding [***] feet at the maximum operating altitude with an average cabin ventilation rate of not less than [***] ft3 /min ([***] m3 /min) and a cabin temperature of [***] (deg)F) ([***] (deg)C). 5.6 Normal power extraction assumes a load of 45 HP per engine with both engines operative and a load of 65 HP with one engine inoperative. 5.7 Fuel density is assumed to be [***] pounds / US gallon ([***] kg/l). All performance guarantees are based on the use of a fuel with a lower heating value (LHV) of [***] BTU / pound ([***] kilojoules/kg) and on an Aircraft centre of gravity location of [***] % of the mean aerodynamic chord. 5.8 All guarantees are contingent upon engine acceptance test performance acceptable to Bombardier Aerospace, Regional Aircraft and are applicable to a new airframe - engine combination only. 24 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 153 6.0 GUARANTEE COMPLIANCE 6.1 Compliance with take-off and landing performance guarantees shall be demonstrated by reference to the approved Transport Canada Aircraft Flight Manual adjusted to reflect any differences due to change in certification requirements or interpretation thereof. 6.2 Compliance with speed, specific air range and mission performance guarantees shall be established by calculations based on flight test data obtained for an aircraft configuration similar to that defined by this specification and shall be demonstrated by reference to the Flight Planning and Cruise Control Manual. In addition, at Buyer's request, compliance with the specific air range guarantee of paragraph 3.4 will be verified by flight test during the acceptance flight on no more than two aircraft. Seller will provide a test report to Buyer no later than 15 days after the test. Buyer must notify the Seller of the aircraft to be flight tested no later than two months before delivery. 6.3 Data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established aeronautical practices to show compliance with the performance guarantees. 25 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 154 7.0 REMEDIES 7.1 In the event a shortfall in the guarantees contained herein, Bombardier reserves the right to carry out additional flight test measurements on a subsequent Aircraft, which may be specially instrumented for this purpose, with the objective of identifying accurately the cause of the shortfall and to develop corrective measures. Such measures shall be developed within a period of [***] months from discovery and identification of a shortfall (or such other longer period as may be mutually agreed in view of the corrective measures involved). 7.2 If, during the period commencing at delivery of the First Aircraft and expiring five (5) years later, the guaranteed Operating Weight Empty mentioned herein is exceeded as a result of (a) Airworthiness Directives, or (b) Service Bulletins recommended by Bombardier as necessary either to correct a defect that is the fault of Bombardier or Bombardier"s supplier, restore reliability or maintainability to guaranteed levels, or maintain performance specified herein, c) Regulatory Changes, d) permitted changes, then : 2) 1) [***] [***] (i) Bombardier and Buyer will promptly meet to verify the allegation of the deficiency. (ii) If the allegation is found to be true and a deficiency is acknowledged, then Bombardier will promptly initiate steps to correct the deficiency, and (iii) Until such time as the identified and acknowledged deficiency is corrected Bombardier will provide to Buyer as liquidated damages and not as a penalty (the "Weight Remedy") credit memoranda (or cash less any amounts owed to Bombardier by Buyer), to be used for the purchase of goods and services from Bombardier in amounts based on the following formula: Remedy = [***] Where: Remedy = The amount Bombardier shall pay Buyer as liquidated damages and not as a penalty, in the form of spare parts and/or services credit memorandum, per calendar year that the Buyer operates each Aircraft during which the guarantee has been broken. Remedy shall begin the year in which the Operating Weight Empty 26 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 155 discrepancy has been discovered, subject to a maximum for the term of this guarantee of $[***] per Aircraft. [***] [***] [***] [***] [***] In the event the CG limits change which results in reduced payload capability for each affected Aircraft, a remedy shall apply as liquidated damages and not as a penalty, which shall be computed by applying the same formula as the Weight Remedy, except that the WI shall be the number of pounds of ballast (only the amount of ballast which results in exceedance of the guaranteed Operating Weight Empty) required to restore original CG limits to each affected Aircraft. If Buyer adds to or modifies the Aircraft for reasons other than those given in the previous paragraph, with the result being an increase in the Operating Weight Empty, then the Parties shall amend the Guaranteed Operating Weight Empty. 7.3 Bombardier's maximum exposure under this Article 7.2 is $[***] and in no event, will Bombardier's payout under this Article 7.2 exceed such amount. 8.0 In the event of termination of the Agreement and/or the Supplement, this Annex shall become automatically null and void. 9.0 The provisions of this Annex are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier. 10.0 This Annex constitutes an integral part of the Supplement and is subject to the terms and conditions contained therein. 11.0 Should there be any inconsistency between this Annex and the Agreement and/or the Supplement with respect to the subject matter covered by the terms hereof, then this Annex shall prevail ANNEX 7 INTENTIONALLY LEFT BLANK 27 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 156 ANNEX 8 [***] 1.0 Bombardier agrees to provide "[***] " for an additional [***] CRJ-900 Aircraft, (the "CRJ-900[***] ") Buyer shall have the right to purchase the [***] on the same terms and conditions as applicable to the Option Aircraft which are described in the applicable supplement, subject to the condition that the Scheduled Delivery Months for the [***] Aircraft shall be offered to Buyer subject to availability. [***] 3.0 The provisions of this Annex are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier. 4.0 This Annex constitutes an integral part of the Supplement and is subject to the terms and conditions contained therein. 5.0 Should there be any inconsistency between this Annex and the Agreement and/or the Supplement with respect to the subject matter covered by the terms hereof, then this Annex shall prevail. 28 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____ 157 ANNEX 9 [***] 1.0 [***] [***] 3.0 The provisions of this Annex are personal to Buyer and shall not be assigned or otherwise disposed of by Buyer without the prior written consent of Bombardier. 4.0 This Annex constitutes an integral part of the Supplement and is subject to the terms and conditions contained therein. 6.0 Should there be any inconsistency between this Annex and the Agreement and/or the Supplement with respect to the subject matter covered by the terms hereof, then this Annex shall prevail. 29 Supplement 3 to MPA 497 Mesa Air Group, Inc. Initials Buyer_____ Bombardier_____