exv10w28



 





Exhibit 10.28




****TEXT OMITTED AND FILED SEPARATELY

CONFIDENTIAL TREATMENT REQUESTED

BY MESA AIR GROUP, INC.

UNDER 17C.F.R. SECTION 200.80(B)(4),

200.83 AND 240.24b-2


163872-4




FOURTH AMENDMENT TO UNITED EXPRESS AGREEMENT




     This Amendment to the United Express Agreement (the “Amendment”) is effective as of August 28,
2007 by and between UNITED AIR LINES, INC., a Delaware corporation, with its operations center
located at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007 (“United”), and MESA AIR
GROUP, INC., a Nevada corporation, having its principal mailing address at 410 N 44th
St. Suite 700, Phoenix, AZ 85008 (“Mesa” or “Contractor”).



     WHEREAS, the parties previously entered into that certain Amended and Restated United Express®
Agreement, dated as of January 28, 2004 (United Contract # 163872) as amended on June 3, 2005 (the
“First Amendment”), March 7, 2005 (the “Second Amendment”, and August 28, 2007 (the “Third
Amendment”) (collectively, the “Agreement”); and



     WHEREAS, pursuant to Article XXXI of the Agreement, the parties may modify or amend the
Agreement; and



     WHEREAS, Appendix A provides for the schedule of a Fleet Plan; and



     WHEREAS, the parties desire to further amend the Agreement to provide for the permanent
reductions of RJ-50 aircraft by Contractor in accordance with the Fleet Plan set forth on Appendix
A; and



     WHEREAS, the parties desire to further amend the Agreement to provide for the increase of
RJ-70 aircraft by Contractor in accordance with the Fleet Plan set forth on Appendix A; and



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:



I. DEFINITIONS




     A. Defined Terms. Capitalized terms used in this Amendment and not otherwise defined
in this Amendment shall have the meanings assigned to them in the Agreement.



II. SCOPE, TERM, and CONDITIONS




     A. Attachment A to this Amendment is the revised iteration of Appendix A to the
Agreement (Fleet Plan) and is modified to include details and explanations of permanent
reductions and increases to aircraft in fleet.



     B. In addition to the explanation given on Attachment A, this Article II.B further
documents the agreement by Contractor and United to permanently remove eight (8)
Expansion RJ-50 aircraft effective on the dates specified in Attachment A to this
Amendment.



 






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     C. In addition to the explanation given on Attachment A, this Article II.C further documents
the agreement by Contractor and United to increase two (2) RJ-70 aircraft effective on the dates
specified in Attachment A to this Amendment.




	 	i.	 	The actual monthly aircraft ownership cost of these (2) RJ-70
aircraft will not exceed $[****] each. All other rates are the same as
specified in the Agreement.
	 
	 	ii.	 	These (2) RJ-70 aircraft will have a term of ten years from the
delivery date. These aircraft will be removed April 22, 2018 and June 3, 2018.
	 
	 	iii.	 	These (2) RJ-70 aircraft will be delivered and ready to enter
the United Express schedule on April 23, 2008 and June 4, 2008 in accordance
with United’s Decor 5.5 livery specifications. These aircraft will be subject
to United’s inspection to assure compliance with United’s Decor 5.5
specifications before acceptance.





III. MISCELLANEOUS. Except as otherwise amended herein, the Agreement will remain in full force
and effect. The terms of this Amendment are deemed to be incorporated in, and made a part of, the
Agreement. This Amendment may be executed in any number of counterparts, by original or facsimile
signature, each of which when executed and delivered shall be deemed an original and such
counterparts together shall constitute one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have by their duly authorized officers caused this
Amendment to be entered into and signed as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	UNITED AIRLINES, INC.	 	 	 	MESA AIR GROUP, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 	 	Peter McDonald	 	 	 	Mike Lotz	 	 
	 	 	Chief Operating Officer	 	 	 	President and Chief Operating Officer	 	 






 




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Attachment A




APPENDIX A




FLEET PLAN




THIRD AMENDMENT (SUMMARY)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	28-Oct-07	 	15-Dec-07	 	7-Jan-08	 	23-Apr-08	 	4-May-08	 	4-Jun-08	 	4-Sep-08
	DH2 in Fleet
	 	 	10.0	 	 	 	10.0	 	 	 	10.0	 	 	 	10.0	 	 	 	10.0	 	 	 	10.0	 	 	 	10.0	 
	 
	Total RJ50s in Fleet
	 	 	34	 	 	 	34	 	 	 	35	 	 	 	35	 	 	 	35	 	 	 	37	 	 	 	38	 
	 
	CRJs in fleet (current)
	 	 	7.5	 	 	 	7.5	 	 	 	7.5	 	 	 	7.5	 	 	 	7.5	 	 	 	9.5	 	 	 	10.0	 
	 
	CRJs in fleet (expansion)
	 	 	26.5	 	 	 	26.5	 	 	 	27.5	 	 	 	27.5	 	 	 	27.5	 	 	 	27.5	 	 	 	28.0	 
	 
	Total RJ70s in Fleet
	 	 	20	 	 	 	20	 	 	 	20	 	 	 	20	 	 	 	20	 	 	 	20	 	 	 	20	 
	 
	CR7s in fleet (current)
	 	 	15.0	 	 	 	15.0	 	 	 	15.0	 	 	 	15.0	 	 	 	15.0	 	 	 	15.0	 	 	 	15.0	 
	 
	CR7s in fleet (replacement)
	 	 	5.0	 	 	 	5.0	 	 	 	5.0	 	 	 	5.0	 	 	 	5.0	 	 	 	5.0	 	 	 	5.0	 
	 
	Total Aircraft in Fleet
	 	 	64	 	 	 	64	 	 	 	65	 	 	 	65	 	 	 	65	 	 	 	67	 	 	 	68	 






FOURTH AMENDMENT (SUMMARY)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	28-Oct-07	 	15-Dec-07	 	7-Jan-08	 	23-Apr-08	 	4-May-08	 	4-Jun-08	 	4-Sep-08
	DH2 in Fleet
	 	 	10.0	 	 	 	10.0	 	 	 	10.0	 	 	 	10.0	 	 	 	10.0	 	 	 	10.0	 	 	 	10.0	 
	 
	Total RJ50s in Fleet
	 	 	34	 	 	 	33	 	 	 	33	 	 	 	30	 	 	 	29	 	 	 	29	 	 	 	30	 
	 
	CRJs in fleet (current)
	 	 	7.5	 	 	 	7.5	 	 	 	7.5	 	 	 	7.5	 	 	 	7.5	 	 	 	9.5	 	 	 	10.0	 
	 
	CRJs in fleet (expansion)
	 	 	26.5	 	 	 	25.5	 	 	 	25.5	 	 	 	22.5	 	 	 	21.5	 	 	 	19.5	 	 	 	20.0	 
	 
	Total RJ70s in Fleet
	 	 	20	 	 	 	20	 	 	 	20	 	 	 	21	 	 	 	21	 	 	 	22	 	 	 	22	 
	 
	CR7s in fleet (current)
	 	 	15.0	 	 	 	15.0	 	 	 	15.0	 	 	 	15.0	 	 	 	15.0	 	 	 	15.0	 	 	 	15.0	 
	 
	CR7s in fleet (replacement)
	 	 	5.0	 	 	 	5.0	 	 	 	5.0	 	 	 	6.0	 	 	 	6.0	 	 	 	7.0	 	 	 	7.0	 
	 
	Total Aircraft in Fleet
	 	 	64	 	 	 	63	 	 	 	63	 	 	 	61	 	 	 	60	 	 	 	61	 	 	 	62	 






 




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Explanatory Note 1:



On Jan 7, 2008, there are two changes which have a net impact of zero to the fleet:
Third Amendment, Change #14: Add 1 Expansion CRJ to replace 1 Expansion ERJ removed on Aug 4, 2007
Fourth Amendment: Remove one Expansion CRJ.




 




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