EX-10.7-10 7 mesa-ex10_7-10.htm EX-10.7-10

Exhibit 10.7.10

E xec u ti on Versi on

December 23, 2024

V I A FEDE X AN D E-MA IL

Mesa Air li nes, Inc.

410 N. 44t h Stree t Su i te 700

Phoe n ix, AZ 85008

A tt e n t io n: P res i dent & General Counsel

R e: Fourth Am e ndm e nt (thi s "Am e ndment") to th e Third Amend e d and R es tat e d C apaci ty Purcha s e Agr e ement

L ad i es and Ge n tleme n:

As you are aware, Mesa Air lin es, In c. ("Contractor"), Mesa A ir Grou p, In c. ("Parent"), and U n i t ed Air lin es, In c. ("U n i t ed" and, t ogethe r with Co n t ractor a n d Paren t, t h e "Parties"), a r e each a p a r ty to t ha t certain T hird Amended and Restated Capacity P urchase Agreeme n t dated as of Decem b er 27, 2022 (as amended, the "C P A"). Ca p i t alized terms not defi n ed herein sha ll be defined as p rov i ded in the CPA. All t erms and conditio n s set fort h in t hi s Ame n dment are effect i ve as of the da t e first wr i tten above.

SEC TI ON 1. Certai n Amendmen ts.

1.1.
Schedule 1 of the CPA is hereby a mended and res t ated in i ts en t irety by the ve r sio n of such schedu l e attached to this Amendment as Attachment 1 here t o.
1.2.
Schedule 2A of t he CPA is hereby amended a n d r esta t ed in i ts e n t irety by t h e version of such schedule attached to t his Ame n dme n t as Atta c hm e nt 2 here t o.
1.3.
The CPA is here b y ame n ded to add the following as a new Sectio n 4.3 1:

"4.31 Reimbursements for Certain Pilo t Tra in i n g Costs. Notwithstanding anything to the cont r ary in Sectio n 4.28:

Exhibit 10.7.10

1.5 Exhibi t A of the CPA is hereby amended t o add the fo ll owing defined te1ms:

"E l 75 Cer tifi e d Pil o t" means any Subject CRJ Pilot who becomes qua li fied to operate El 75 aircraft a t the same or h i gher posi t ion as such Subject CRJ P il ot held on the CRJ-900 immedia t ely pr i o r t o qua li fying to opera te El 75 aircraft (e.g., Cap t ain t o Cap t ain, Firs t Officer t o First Officer or Firs t Office r to Captain) fo ll owing t he da t e on which such Subject CRJ Pilo t commences t r aining to opera t e E17 5 aircraf t.

Exhibit 10.7.10

"S ubj ec t C R J Pil o t" mean s, as of any da t e of determination, a pilot who meet s all of the following condi t ions as of such da t e: (i) suc h pilot i s employed by Contractor o r Parent or one of t heir respec t i ve Affi l iate s was h i red on or before [REDACTED] and rema i ned continuously employed by Contractor or Parent or one of t heir respec t i ve Affiliates t hrough the da t e of determination, (ii) such p il ot i s qualified t o operate CRJ-900 aircraft, is i n training to operate CRJ-900 aircraft or mos t recently operated a CRJ-900 aircraft if Currently no t an ac t ive pilot and (ii i) such p il ot i s not q ualified to operate E l 75 a i rcraft.

SEC TION 2. Miscellaneous.

Thi s Amendment i s an intended a mendmen t to the CPA and comp li es in fu ll w i th Sec t i on 11.3 of t he CPA. This Amendmen t may be executed in counterpar t s, each of which is deemed an or i ginal hereof. The Par t ies sh a ll become bound by t his Amendmen t i mmedi ate l y upon execution hereof b y each P arty. Excep t as express l y a mended in Section 1 of t hi s Amendmen t, t he CPA w ill rem a i n in fu ll force and effect. Notwithstanding an ythi ng to the contrary in this Amendment, the terms and provisions of th i s Amendment are intended sole ly for the benefit of t he P art i es, and i t is not the in t ention of t he Part ies t o confer third party benefici ary righ t s upon any other per son. Thi s Amendment (toget he r w i th t he attached exh i b i ts) constitutes t he ent i re agreeme nt between the Par t ie s, and supersedes any other agreements, represen t a t ions, warran t ies, covenants, communic a t i ons, or under sta ndin gs, whether oral or wri t ten (including, but no t limit e d t o, e- mail a nd other electronic correspondence), t h a t may h ave been made or en t ered in to b y or between the Part i es or any of their r espective affi li ates or agents re l a t in g i n any way to t he tra n sac t ions contemplated by th i s Amendmen t.

[Signature page follo ws]

Exhibit 10.7.10

If each of Contractor and Parent is in agreement with the above, please indicate its agreement by having an authorized representative sign below in the space provided and return a signed copy of this Amendment to the undersigned.

Exhibit 10.7.10

If each of Contractor and Parent is in agreement with the above, please indicate its agreement by having an authorized representative sign below in the space provided and return a signed copy of this Amendment to the undersigned.

Exhibit 10.7.10

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Note 1- Re l ati n g to a ll Covered Aircra f t (except w h ere s pecified ot h erwi s e):

(a)
On t he date tha t any C o v ered Aircraft becomes a v ai l able to s chedule und er t he p ro v i s ion s of t hi s Agreement, s uch aircraft shall be deemed to ha v e be e n p l aced into s e rvice h e reunder (such date b e ing the "Act u a l In S ervice Date" for such aircraft).

(b)
The scheduled e xit date (t he "S c h ed ul ed E xit Date") for C o v ered Aircraft will be t he da t e that i s t he number of years s pecifi e d for s uch a ircraft in T able 1 abo v e after t he Actual In-S e rvice D ate of s uch Co v ered Aircraft.

N ote 2 - Re l ati n g to a ll U n ited Owned E1 7 5 C o v ered Aircra f t:

The Schedu l ed Exit D a t es s e t forth in t he above table s hall be adju st ed from time to time to reflec t an y e x t en s ion of the T e rm fo r an y United O wned El 7 5 Co v er ed Airc r aft pursuan t to S ec t ion 10.2 of t hi s Agre e ment.

Exhibit 10.7.10

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N o t e 1 - Re l ati n g t o t h e C RJ 900 Co v ere d Ai r cra f t:

The de li ve r y dates and in-service dates for CRJ900 Cover ed Aircraft must satisfy t h e following conditions:

a.
No later than [REDACTED ] prior to the CRJ900 Scheduled Deli very Date (the "CRJ900 Schedul ed Deli ve ry Date", for the avoidance of doubt, is the scheduled delivery date for each CRJ900 Covered Aircraft as set forth on Table 2 to Schedule 1), Contractor and United shall meet to discuss the dates that are likely to be selected as the committed in-service date for each of the CRJ900 Covered Aircraft (the "CRJ900 Committed In-Service Date"), it being Understood that (x) such discussions shall not be binding for purposes of sel ecting the actual CRJ900 Committed In-Service Date pursuant to clause (e) below, and (y) such dates shall be used by Contractor and United in anticipating aircraft available to sch edule and with respect to any applicable Final Monthly Schedule.
b.
Contractor shall use i ts commercially re asonable efforts to provide United with notice regarding the delivery status of each CRJ900 Covered Aircraft from time to time in advance of the CRJ Scheduled Deli very Date with respect to such CRJ900 Covered Aircraft, including without limitation information rela t ing to the commencement of the delivery inspection period, delays in delivery, or otherwise relating to the delivery of such aircraft.

c.
[REDACTED ] prior to the CRJ Scheduled Deli very Date for each of the CRJ900 Covered Aircraft as set forth on Table 2 to Schedule 1, and re asonably frequently from time to time thereafter, Contractor shall provide United with notice regarding the delivery status of such CRJ900 Covered Aircraft for performance of Regional Airline Se r vices hereunder, including without limitation information relating to the commencement of the delivery inspection period (which notice is anticipated to be given no later than [REDACTED ] prior to actual delivery date of such aircraft), delays in such delivery, or otherwise relating [REDACTED]of such aircraft.

d.
With respect to each CRJ900 Cove red Aircraft, no later than the CRJ Scheduled Deli very Date therefor Contractor shall submit a notice of its proposal of the "E stimated In-Service Da te" of any CRJ900 Covered Aircraft to United, and which determination shall be either discussed and modified, or confirmed in writing, by the parties.
e.
Following the determination of the Estimated In-Service Date for a CRJ900 Covered Aircraft pursuant to clause (d) above, the parties shall determine a CRJ900 Committed In-Service Date, which shall be not later than [REDACTED] following the CRJ Scheduled Deli ve ry Date and which determination sha ll be confirmed in writing by the parties. With respect to each CRJ Committed In-Service Date determined in accordance with this clause (e). United shall have the right, exercisable at any time from time to time in its sole and absolute discretion by delivery of written notice to Contractor (but no advance notice shall be required), to adjust such date prior to the occurrence of such date.

f.
With respect to each CRJ900 Covered Aircraft, no l ater than [REDACTED ] prior to the prior to the CRJ Scheduled Deli ve ry Date, Contractor shall make such aircraft, together with all related maintenance records, availab l e to United and its representatives to allow United and its representati v es to conduct a physical inspection of such aircraft, and such records, at a location determined in United's sole discretion, to re v iew, without l imitation, the completeness and airworthiness of the aircraft and the compliance by Contractor with respect to the requirements for the operation of such aircraft pursuant to the terms and conditions of this Agreement (including Exhibit E of this Agreement) and of any applicable lease relating thereto.

g.
Notwithstanding anything to the contrary in the foregoing, with respect to each CRJ900 Covered Aircraft, United shall have the right, exercisable at any time from time to time in its so l e discretion by de l ivery of written notice (but no advance notice shall be required) to Contractor, to de l ay the CRJ Scheduled Delivery Date therefor.

Exhibit 10.7.10

N ot e 1 - R e lating to E l 75 LL C o ve r e d Aircraft:

The deli v ery da t e s and in-s e rv ice dates for El 7 5LL Co v ered Aircraft mu st s a t i s fy t he follo w ing condi t ions:

17.1.1.
No later than [REDACTED ] prior t o the scheduled deli v ery month for each El75LL Covered Aircraft or as soon as practicall y po ss ible for any of the El 7 5LL Co v ered Aircraft, a s set forth on Table 3 to Schedule 1 (the "El 7 5LL Scheduled Deli v ery Da t e"), C ontractor and Uni t ed s hall mee t to di s cu s s the date s tha t a re likel y to be s elec t ed as the commi tt ed in-s er v ice date for each of the El 7 5LL Co v ered Aircraft (the "El 7 5LL Commi tt ed In-Service Da t e"), it being under st ood t hat (x) s uch di s cu ss ion s s hall no t be binding for purpo s e s of s electing the actual E1 7 5 Commi tt ed In-Ser v ice Date pursuan t t o clau s e (e) belo w, and (y) s uch da t e s shall be u s ed by Contractor and United in anticipating aircraft av ailable to s chedule and w i t h respect to any applicable Final Mon t hly S chedule.
17.1.2.
Contractor shall u s e it s commerciall y rea s onable efforts to pro v ide United w i t h notice regarding the deli v ery st a tu s of each El 7 5LL Co v ered Aircraft from time to time in ad v ance of the El 7 5LL S cheduled Deli v ery Da t e w ith re s pect to s uch El 7 5LL Co v ered Aircraft, including w ithout limitation information rel a ting to t he commencemen t of t he deli v ery in s pec t ion period, dela ys in deli v ery, or otherwise rela t ing to the deli v ery of s uch a ircraft.
17.1.3.
[REDACTED ] prior t o t he El 7 5LL Scheduled Deli v ery Date for each of the El 7 5LL Co v ered Aircraft a s s et forth on Table 3 to Schedule 1, a nd rea s onably frequen tl y from time to time thereafter, Con t rac t or s hall pro v ide U ni t ed w ith notice regarding the deli v ery s tatu s of s uch El 7 5LL Co v ered Aircraft, including w ithout limi t ation inform a tion rel a ting t o the commencemen t of the in s pection period (w hich notice is anticipated to be gi v en no later tha n [ REDACTED ] prior t o actual deli v ery date of s uch aircr a ft), delays in deli v ery, or other w i s e rela t ing to the deli v ery of s uch aircraft.
17.1.4.
With re s pect to each E1 7 5LL C o v ered Aircraft, C ontractor shall pro v ide a final notice of the actual deli v ery date of any El 7 5LL Co v ered Aircraft t o United no later than t he Actual Deli v ery Date, and w hich determination s hall be confirmed in w ri t ing by the pa rt ies.
17.1.5.
Following the determination of the Actual Delivery Date for an El75LL Covered Aircraft pursuant to clau s e (d) abo v e, the parties shall de t ermine an El 7 5LL Commi tt ed In-S er v ice Date, w hich s hall be not la t er than t he first t o occur of (x) t he [ REDACTED]follo w ing the Actual Deli v ery Da t e and (y) the da t e s et forth under the caption "Actual In-S er v ice Da t e" for s uch aircraft on Table 3 t o Schedule 1 (a s such Actual In-S er v ice Date may be delayed by, and only t o the ex t ent s uch da t e i s dela y ed by, a dela y attribu t able to the manufacturer or b y a dela y due to an Ac t of God tha t continues for fe w er than and w hich determina t ion s hall be confirmed in w riting by t he par t ie s.

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