EX-10.10.2





 Exhibit 10.10.2 

***Text Omitted and Filed Separately with the Securities and Exchange Commission 

Confidential Treatment Requested Under 

17 C.F.R. Sections 200.80(b)(4) and 230.406 

FIRST AMENDMENT TO THE CAPACITY PURCHASE AGREEMENT 

This First Amendment (this “Amendment”) to that certain Capacity Purchase Agreement, among United Airlines, Inc., a Delaware
corporation (“United”), Mesa Airlines, Inc., a Nevada corporation (“Contractor”) and Mesa Air Group, Inc., a Nevada Corporation (“Parent”), dated as of August 29, 2013 (as previously amended by the parties thereto,
the “Agreement”) is entered into by and between United, Contractor, and Parent and is effective as of September 12, 2014 (or as of a different date if expressly so provided below). 

WHEREAS, the parties desire to amend certain provisions of the Agreement related to (i) United Cancelled Flights (as such term is
defined in this Amendment) (ii) prepayment and reconciliation of aircraft property taxes, (iii) Customer Satisfaction Performance Metric as described in Schedule 4 of the Agreement, (iv) the definition of ‘Special Cause’,
and (v) Schedules 2A and 2B of the Agreement to include the increase in block hour rate due to FAR 117, all in accordance with the terms and conditions of this Amendment: and 

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt,
sufficiency, and adequacy of which are hereby acknowledged, the parties agree to amend the Agreement as follows: 
  

	 	1.	 Effective as of August 29, 2013, Section 2.1.(c) of the Agreement is hereby deleted and replaced with
the following: 


 “(c) Flight Schedules. United shall, in its sole discretion, establish and publish all schedules
for the Covered Aircraft (such scheduled flights, together with Charter Flights, referred to herein as “Scheduled Flights”), including determining the city-pairs served, frequencies, utilization and timing of scheduled arrivals and
departures, and shall, in its sole discretion, make all determinations regarding the establishment and scheduling of any flights other than Scheduled Flights; provided that such schedules shall be subject to Reasonable Operating Constraints
and Conditions and the provisions of this Section 2.1; and provided further that Contractor shall operate all Charter Flights in accordance with the provisions set forth on Exhibit P; and provided further that
Scheduled Flights may include flights from a maintenance base to any Applicable Airport or from one Hub Airport to another Hub Airport. United shall also be entitled, in its sole discretion and at any time prior to takeoff, to direct Contractor to
delay or cancel a Scheduled Flight, including without limitation for delays and cancellations that are ATC or weather related, and Contractor shall take all necessary action to give effect to any such direction; provided that, with respect to the
CRJ Covered Aircraft only, if United, following delivery of a Final Monthly Schedule, directs the cancellation of flights (each, a “United Cancelled Flight” and collectively, the “United Cancelled Flights”) and that flight
cancellation is coded in United’s systems as a United initiated cancel then United shall pay Contractor in accordance with the rates set forth in Schedule 2B for each United Cancelled Flight, as if each such United Cancelled Flight had been
operated as contemplated in the Final Monthly Schedule as the sole compensation for such flight. Except as otherwise provided in the last sentence of this Section 2.l(c), any Scheduled Flight canceled at United’s
direction shall be coded in accordance with United’s standard 












 
practices as an Uncontrollable Cancelation for all purposes hereunder. Contractor shall be entitled to make such maintenance, ferry and repositioning flights as may be required to facilitate the
proper maintenance of the Covered Aircraft or to accommodate the Scheduled Flights. At least sixty (60) calendar days prior to the first day of each month to which a proposed Final Monthly Schedule relates, United shall present a planned flight
schedule for such month, together with a proposed Final Monthly Schedule for the following two (2) months (the “Initial Proposed Monthly Schedule”). In addition, United may from time to time submit to Contractor a schedule of proposed
block hours for future periods and request confirmation from Contractor as to its availability to operate the Covered Aircraft for such number of block hours, and Contractor shall respond in a timely manner to any such request (it being understood
that, notwithstanding any such request or response, the Scheduled Flights shall operate in accordance with the applicable Final Monthly Schedule). United shall review and consider any changes to the planned flight schedule for the Covered Aircraft,
including the Initial Proposed Monthly Schedule, suggested by Contractor. Not later than forty-five (45) calendar days prior to the beginning of the calendar month to which a proposed Final Monthly Schedule relates, United win deliver to
Contractor the Final Monthly Schedule. Following such delivery of the Final Monthly Schedule, however, United may make such adjustments to such Final Monthly Schedule as it deems appropriate (subject to Reasonable Operating Constraints and
Conditions); provided that such adjustments by United shall not require more flight crew resources to operate the Final Monthly Schedule, based on reasonable flight crew requirements, than the flight crew resources that would have been
necessary to operate the Initial Proposed Monthly Schedule. In addition, if, after such delivery of the Final Monthly Schedule, United decides to adjust the Final Monthly Schedule by removing a flight either (x) at Contractor’s request or
(y) because United reasonably determines, in good faith, that (I) (after having consulted directly with a designated point of contact with Contractor in an effort to resolve any concerns regarding Contractor’s ability to perform) such
flight would have resulted in a Controllable Cancellation and (II) Contractor has not acted in accordance with, or complied with United Express’s standard and/or customary operating policy and/or past practices in promptly and accurately,
to the best of its knowledge, notifying United of Contractor’s ability to perform such flight, then, in each case of clause (x) and (y), notwithstanding the removal of such flight from the Final Monthly Schedule, such flight shall be
deemed to have resulted in a Controllable Cancellation for all purposes hereunder.” 
  

	 	2.	 The revised rates “for each block hour” set forth in the revised Schedules 2A and 2B of the Agreement
attached hereto and incorporated herein by reference reflect the outcome of the parties’ commercially reasonable efforts to determine the actual cost impact to Contractor of the implementation of the Pending Rules (as such term is defined in
Section 3.1 (b) of the Agreement) and by mutual agreement, the revised rates “for each block hour” set forth in the initial table of each of the revised Schedules 2A and 2B will be retroactively applied to January 4, 2014
notwithstanding anything to the contrary in Section 3.1 (b) of the Agreement. Accordingly, the parties hereby agree that the requirements of Section 3.1(b) (y) of the Agreement are
















	 	 
satisfied and, as such, Section 3.1(b) of the Agreement is of no further force and effect. 


  

	 	3.	 Section 3.2.(d).(iii) of the Agreement is hereby deleted in its entirety and replaced with the following:



 “(iii) Setting All Performance Levels. Immediately following the periodic establishment of the Operating
Goals, constituting the low end of “B” Performance Level, and using the Grade Widths, the level of performance corresponding to each of the “A,” “B,” “C, “D” for
On- Time Zero Operating Goal and the Controllable Completion Operating Goal and for “A,” “B,” “C,” “D,” “DI” and “02” Performance Levels for the
Customer Satisfaction Operating Goal will be computed, provided that the “A” Performance Level shall extend to [***], the “D” Performance Level shall extend to [***] for the On-Time
Zero Operating Goal and the Controllable Completion Operating Goal and the “D2” Performance Level shall extend below [***] for the Customer Satisfaction Operating Goal. For example, if the Controllable Completion Operating Goal for a
measurement period is determined to be [***], such number shall be the lowest end of the “B” Performance Level. Applying the methodology, in the Grade Width table referenced above, the bottom of the “A” Performance Level would be
[***]. Furthermore, the bottom of the “C” Performance Level would be [***]. Based on these numbers and the Grade Widths, and before application of any Seasonality Adjustment Factors, the range of the Performance Levels would be as follows:

  

									
		 	 “A” Performance Level
	 	 	      =	 	  	 [***]

		 	 “B” Performance Level
	 	 	      =	 	  	 [***]

		 	 “C” Performance Level
	 	 	      =	 	  	 [***]

		 	 “D” Performance Level
	 	 	      =	 	  	 [***]


 As a second example pertaining to the Customer Satisfaction Operating Goal, if the Customer Satisfaction
Operating Goal for a measurement period is determined to be [***], based on the Grade Width table referenced above, the range of the Performance Levels would be as follows: 
  

									
		 	 “A” Performance Level
	 	 	      =	 	  	 [***]

		 	 “B” Performance Level
	 	 	      =	 	  	 [***]

		 	 “C” Performance Level
	 	 	      =	 	  	 [***]

		 	 “D” Performance Level
	 	 	      =	 	  	 [***]

		 	 “D1” Performance Level
	 	 	      =	 	  	 [***]

		 	 “D2” Performance Level
	 	 	      =	 	  	 [***]


  

	 	4.	 Section 3.2.(f) of the Agreement is hereby deleted in its entirety and replaced with the following:



 “Markup. Following the determination of each Contractor Grade for each month, any applicable markup amount
(in the case of E175 Covered Aircraft) or markup percentage or markup amount (in the case of CRJ Covered Aircraft), as the case may 












 
be, shall be determined pursuant to Schedule 4. and such markup amount shall be paid (in the case of El 75 Covered Aircraft) or such markup percentage or markup amount shall be applied (in
the case of CRJ Covered Aircraft) to the Compensation for Carrier Controlled Costs (excluding the rate “per aircraft per month”), as the case may be, as part of the reconciliation process set forth in Section 3.6
(any such payment owed to Contractor by United associated with such markup amount (in the case of E175 Covered Aircraft), together with any such application of markup percentage or amount to Compensation for Carrier Controlled Costs (in the case of
CRJ Covered Aircraft), an “Incentive Markup Payment”).” 
  

	 	5.	 Effective as of August 29, 2013, Section 3.6. (b). (i) of the Agreement is hereby amended to add a
subsection (N), as follows: 


 “(N) With respect to United Cancelled Flights utilizing CRJ Covered Aircraft, for any
calendar month, then the reconciliation for such period shall include a payment by United to Contractor in an amount equal to the rates set for in Schedule 2B for each United Cancelled Flight.” 

 

	 	6.	 Effective as of August 29, 2013, Section 3.6. (b). (ii) of the Agreement is hereby deleted in its
entirety and replaced with the following: 


 “Reconciliation of Incentive Markup Payments. Following the end
of each month, United and Contractor shall determine whether any Incentive Markup Payment or Incentive Markup Rebate is payable to Contractor by United or by Contractor to United as provided in Section 3.2. With respect to
E175 Covered Aircraft, if mi Incentive Markup Payment or Incentive Markup Rebate has been earned by Contractor or United, as the case may be, for a month, then the reconciliation for such month shall include a payment by United to Contractor or by
Contractor to United in an amount equal to the Incentive Markup Payment or Incentive Markup Rebate, as the case may be. With respect to CRJ Covered Aircraft, if an Incentive Markup Payment has been earned by Contractor for a month and such markup is
different from the assumed “C” level performance used in determining the Prepayment, then the reconciliation for such month shall include a payment by United to Contractor, determined using the actual incentive performance level. With
respect to CRJ Covered Aircraft, if an Incentive Markup Rebate has been earned by United for a month, then the reconciliation for such month shall include a payment by Contractor to United, determined using the actual incentive performance
level.” 
  

	 	7.	 Effective as of August 29, 2013, Section 3.6. (b). (iii). (A) of the Agreement is hereby amended to
add a subsection (15), as follows: 


 “(15) only with respect to the CRJ Covered Aircraft, the actual and reasonable
out of pocket third party Aerodata variable mach speed cruise program fees paid by Contractor, (the “Aerodata Fees”)” 
  

	 	8.	 Effective as of August 29, 2013, Section 3.6. (b). (iii). (B) of the Agreement is hereby amended to
add a subsection (5), as follows: 














 “(5) The amount of Aircraft Property Taxes included in the Pass-Through Costs for any
particular month (pursuant to Section 3.6(b)(iii)(A)(2) will be a fixed amount, as reasonably agreed to between United and Contractor based on historical tax costs allocated under this Agreement.” 

 

	 	9.	 Effective as of August 29, 2013, Section 3.6. (b). (iii). (B) of the Agreement is hereby amended to
add a subsection (6), as follows: 


 “(6) The amount of Aerodata Fees included in the Pass-Through Costs for any
particular month (pursuant to Section 3.6 (b)(iii)(A)(15) will be equal to the product: (1) the applicable Aerodata fee of [***] per departure set forth on Schedule 3 multiplied by (2) the number of scheduled CRJ Covered
Aircraft departures set forth in the Final Monthly Schedule.” 
  

	 	10.	 Schedule 2A of the Agreement is hereby deleted in its entirety and replaced with the revised Schedule 2A
attached hereto and incorporated herein by reference (it being acknowledged that the only changes to such Schedule 2A are to amend the rates “for each block hour” as provided for in Section 2 of this Amendment and to identify
different revised rates “for each block hour” depending on the specific percentage which Contractor’s ORD flying for United represents of the Contractor’s entire operation for United). 



 

	 	11.	 Schedule 2B of the Agreement is hereby deleted in its entirety and replaced with the revised Schedule 2B
attached hereto and incorporated herein by reference (it being acknowledged that the only changes to such Schedule 2B are to amend the rates “for each block hour” as provided for in Section 2 of this Amendment and to identify
different revised rates “for each block hour” depending on the specific percentage which Contractor’s ORD flying for United represents of the Contractor’s entire operation for United). 



 

	 	12.	 Schedule 3 of the Agreement is hereby deleted in its entirety and replaced with the revised Schedule 3 attached
hereto and incorporated herein by reference (it being acknowledged that the only changes to such Schedule 3 are to amend the placement of the Reconciled Expense terms for Passenger Liability Insurance and to add Aerodata and Aircraft Property Tax as
Reconciled Expenses). 


  

	 	13.	 Schedule 4 of the Agreement is hereby deleted in its entirety and replaced with the revised Schedule 4 attached
hereto and incorporated herein by reference. 


  

	 	14.	 Effective as of August 29, 2013, Exhibit A of the Agreement is hereby amended to add the following
definitions: 


 “Aerodata Fees - is defined in Section 3.6. (b). (iii). (A)”

 “Incentive Markup Rebate - is defined in Section 3.2(f)” 

“United Cancelled Flight” - is defined in Section 2.1(c). 













	 	15.	 Effective as of August 29, 2013, Exhibit A of the Agreement is hereby amended to replace the definition of
Special Cause with the following: 


 “Special Cause - means the following, each of which constitutes breach:
(i) a Controllable Completion Factor of [***] (in the case of E175 Covered Aircraft) or [***] (in the case of CRJ Covered Aircraft) or below for each of any three consecutive calendar months or for each of any four calendar months during any
period of seven consecutive calendar months, (ii) an On-Time Departure Rate of [***] or below for each of any four consecutive calendar months or for each of any four calendar months during any period of
seven consecutive calendar months; provided that all departure delays or cancellations caused by United and resulting from a material and extraordinary event that causes a departure delay or cancellation to similarly situated United or United
Express flights not operated by Contractor or its affiliates shall be excluded from such calculation in this clause (ii), and that, for the avoidance of doubt and without limitation, Weather and ATC Delays and Cancels shall not be considered delays
caused by United, or (iii) a Performance Level for Controllable Completion Factor or On-Time Departure Rate below a grade of [***] for a period of six (6) consecutive calendar months;” 

Except as otherwise specified herein, capitalized terms shall have the meanings ascribed to such terms in the Agreement. This Amendment may be
executed in counterparts. Except as expressly amended in this Amendment, the Agreement will remain in full force and effect. 












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed in duplicate (each of
which duplicates are deemed to be an original) by their duly authorized representatives as of the date first set forth above. 
  

			
	 UNITED AIRLINES, INC.

	
	 Name: Sandra Pineau-Boddison

	
	 Title: SVP United Express

	
	 MESA AIR GROUP,INC.

		
		 	 By:

		
		 	 Name:

		
		 	 Title:

	
	 MESA AIRLINES, INC.

		
		 	 By:

		
		 	 Name:

		
		 	 Title:















 SCHEDULE 2A 

E175 Covered Aircraft Compensation for Carrier Controlled Costs 

The following rates shall apply per corresponding year to all E175 Covered Aircraft flown under this Agreement when Contractor’s ORD
United Express flying represents [***] percent or more of the Contractor’s entire United Express operation for United, including both E175 Covered Aircraft and CRJ Covered Aircraft, and shall become effective at the Actual In- Service Date for each E175 Covered Aircraft; provided, however, once an aircraft is in service then for the years subsequent to the year in which such aircraft entered service, as identified below, the rates
shown for each such subsequent year shall take effect as of June 1 of that year through the term for such aircraft (unless earlier terminated pursuant to the provisions of the Agreement): 

 

													
	
Year
	  	Category(1)	  	  
	  	 for each

block hour
	  	 for each

flight hour
	  	 for each
scheduled

Flight

departure
	  	 for

interrupted

trip expense

per

passenger
	  	 per aircraft

per month
	  	
per aircraft per

month AD
 payment

pursuant to

Section

3.6(b)(iii)(A)(8)

	2014	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June 1, 2015	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June 1, 2016	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June 1, 2017	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June 1, 2018	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June 1, 2019	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June l, 2020	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June 1, 2021	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June 1, 2022	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June l, 2023	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	Jane 1, 2024	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	Jane 1, 2025	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June l, 2026	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]














	(1)	 The rates included in this table do not include costs payable by United as Pass-Through Costs pursuant to
Section 3.6(b)(iii)(A) of the Agreement, specifically including: (i) non-expendable repair/replacement costs, (¡0 engine maintenance, (ill) Airframe Heavy Maintenance,
(iv) landing gear maintenance, and (iv) APU maintenance. 














 Effective as of September 20, 2014, the following rates shall apply per corresponding
year to all E175 Covered Aircraft flown under this Agreement when Contractor’s ORD United Express flying represents less than [***] percent of the Contractor’s entire United Express operation for United, including both E175 Covered
Aircraft and CRJ Covered Aircraft provided, however, once an aircraft is in service then for the years subsequent to the year in which such aircraft entered service, as identified below, the rates shown for each such subsequent year shall take
effect as of June 1 of that year through the term for such aircraft (unless earlier terminated pursuant to the provisions of the Agreement): 
  

													
	  	  	Category(1)	  	  
	Year	  	for each
block hour	  	for each
flight hour	  	 for each
Scheduled

Flight

departure
	  	 for

interrupted

trip expense

per

passenger
	  	 per aircraft

per month
	  	
per aircraft per

month AD

payment pursuant

to Section

3.6(b)(iii)(A)(8)

	September 20, 2014	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June 1, 2015	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June 1, 2016	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June l, 2017	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June l, 2018	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June 1, 2019	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June l, 2020	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June l, 2021	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June l, 2022	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June 1, 2023	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June 1, 2024	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June 1, 2025	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	June 1, 2026	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]

  

	(1)	 The rates included in this table do not include costs payable by United as Pass-Through Costs pursuant to
Section 3.6(b)(iii)(A) of the Agreement, specifically including: (i) non-expendable repair/replacement 















	 	 
costs, (ii) engine maintenance, (iii) Airframe Heavy Maintenance, (iv) landing gear maintenance, and (iv) APU maintenance. 














 SCHEDULE 2B 

CRJ Covered Aircraft Compensation for Carrier Controlled Costs 

The following rates shall apply to all CRJ Covered Aircraft flown under this Agreement when Contractor’s ORD United Express flying represents [***]
percent or more of the Contractor’s entire United Express operation for United, including both E175 Covered Aircraft and CRJ Covered Aircraft, and shall become effective at the In-Service Date for each
CRJ Covered Aircraft: 
  

																			
	  	 	
Category
  

	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	
United Cancelled
Flights
  

	  	 	
for each
block hour
  
	 	 for
each
aircraft in
schedule
  
	 	 for
each
Scheduled
Flight
departure
  
	 	 for
interrupted

trip
 expense

per
 passenger

 
	 	 for
each
completed
passenger
  
	 	 per aircraft
per
month
  
	 	 per month

 
	 	 for each
block hour
for
United
Cancelled
Flight
  
	 	 for
each
United
Cancelled
Flight
  

	June 2013	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	January 2014	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	June 2014	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	June 1, 201$	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	June 1, 2016	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	June 1, 2017	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	June 1, 2018	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	June 1, 2019	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]













 Effective as of September 20, 2014, the following rates shall apply to all CRJ Covered
Aircraft flown under this Agreement when Contractor’s ORD United Express flying represents less than [***] percent of the Contractor’s entire United Express operation for United, including both El75 Covered Aircraft and CRJ Covered
Aircraft: 
  

																			
	  	 	
Category
  

	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	
United Cancelled
Flights
  

	  	 	 for each
block hour

 
	 	 for each
aircraft
in
schedule
  
	 	 for
each
Scheduled
Flight
departure
  
	 	 for
interrupted
trip
expense
per passenger
  
	 	 for
each
completed
passenger
  
	 	
per aircraft
per month
  
	 	 per month

 
	 	
for each
block hour
for United
Cancelled
Flight
  
	 	 for
each
United
Cancelled
Flight
  

	September 20, 2014  	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	June 1, 2015	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	June 1, 2016	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	June 1, 2017	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	June 1, 2018	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	June 1, 2019	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]













 SCHEDULE 3 

Pass-Through Costs 
  

									
	Category	  	
Reconciled

Expense
	  	Section 3 Reference	  	Driver	  	
Prepayment

Rate

	Completed Departures	  	 Fuel Services**

 
	  	  Section 3.6(b)(iii)(A)(7)  	  	Departures	  	*
	  	 Landing Fees**

 
	  	Section 3.6(b)(iii)(A)(4)	  	Departures	  	*
	  	 Navigation Fees**

 
	  	Section 3.6(b)(iii)(A)(6)	  	Departures	  	*
	  	 Aerodata

 
	  	Section 3.6(b)(iii)(A)(15)	  	Departures	  	[***]
	  	 Passenger Liability
Insurance
  
	  	Section 3.6(b)(iii)(A)(3)	  	Departures	  	*
	Completed Passengers	  	 War Risk Insurance

 
	  	Section 3.6(b)(iii)(A)(3)	  	Completed Passenger	  	*
	  	 Passenger Liability
Insurance
  
	  	Section 3.6(b)(iii)(A)(3)	  	Completed Passenger	  	*
	 Completed Revenue Passenger Miles

 
	  	 War Risk Insurance

 
	  	Section 3.6(b)(iii)(A)(3)	  	Per 1000 RPM’s	  	*
	 	  	 Aircraft Property Tax

 
	  	Section 3.6(b)(iii)(A)(2)	  	Fixed per month	  	*
	 	  	 Non-Expendable Parts
  
	  	Section 3.6(b)(iii)(A)(9)	  	As incurred	  	*
	 	  	 Engine Maintenance
Expenses
  
	  	Section 3.6(b)(iii)(A)(10)	  	As incurred	  	*
	 	  	 Airframe Heavy Checks

 
	  	Section 3.6(b)(iii)(A)(11)	  	As incurred	  	*
	 	  	 Landing Gear Maintenance
Expenses
  
	  	Section 3.6(b)(iii)(A)(12)	  	As incurred	  	*
	 	  	 APU Maintenance
Expenses
  
	  	Section 3.6(b)(iii)(A)(13)	  	As incurred	  	*
	 	  	 Towing Expense above the
Towing Baseline
  
	  	Section 3.6(b)(iii)(A)(14)	  	As incurred	  	*
	 	  	 	  	 	  	 	  	 

 *        The “Prepayment Rates” reflected above in this Schedule 3
shall be determined annually by the parties acting reasonably and may be confirmed by e-mail exchange or other writing by the parties and may otherwise be adjusted from time to time, upon the mutual agreement
of the 












 
parties (and confirmed by e-mail exchange or other writing), to reflect a closer approximation of the actual reconciled amounts of such Pass-Through Costs.

 **        Fuel Services shall constitute a Pass-Through Cost only if United shall not have elected to procure
Fuel Services for or on behalf of Contractor pursuant to clause (ii) of Section 4.12(b). 

***      Landing few shall constitute a Pass-Through Cost only if United elects to have Contractor pay for landing fees pursuant
to Section 4.24(b). 












 SCHEDULE 4 

Incentive Compensation 
 Markup
Amount, Markup Percentages and Performance Grade Widths 
 Markup Amounts for E175 Covered Aircraft 

 

													
	 Level of Performance
Markup
Amounts
  

	Performance Metric	  	A	  	B	  	C	  	D	  	D1	  	D2
	 On-Time Departure
 Rate
(“On-Time Zero”)
	  	[***]        	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Controllable

Completion Factor
	  	[***]	  	[***]        	  	[***]        	  	[***]        	  	[***]        	  	[***]        
	 Customer
Satisfaction
 July 1, 2014
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Customer
Satisfaction
 2015
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	  
 Markup Percentages and Amounts for CRJ Covered
Aircraft
  

	 Level of Performance
Markup
Percentage and Markup Amounts
  

	Performance Metric	  	A	  	B	  	C	  	D	  	D1	  	D2
	 On-Time Departure
 Rate
(“On-Time Zero”)
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Controllable

Completion Factor
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Customer
Satisfaction
 July 1, 2014
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Customer
Satisfaction
 2015
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	  
 Performance
Grade Widths
  

	  

Performance Grade Widths
  

	Performance Metric	  	
  Bottom of    

A
	  	
  Bottom of    

B*
	  	
  Bottom of    

C
	  	
  Bottom of    

D
	  	
  Bottom of    

D1
	  	    Level D2    
	 On-Time Departure
 Rate
(“On-Time Zero”)
	  	[***]	  	X	  	[***]	  	Anything Below C	  	N/A	  	N/A
	 Controllable

Completion Factor
	  	[***]	  	Y	  	[***]	  	Anything Below C	  	N/A	  	N/A
	 Customer
Satisfaction
	  	[***]	  	Z	  	[***]	  	[***]	  	[***]	  	Anything Below D1

 * X, Y, Z= Contractor’s Monthly Operating Goal for the Operating Category