exv10w1



 






Exhibit 10.1



 



			
	* TEXT OMITTED AND FILED SEPARATELY

CONFIDENTIAL TREATMENT REQUESTED

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

200.83 AND 240.24b-2






163872-1




AMENDMENT TO UNITED EXPRESS AGREEMENT




     This Amendment to the Amended and Restated United Express Agreement (“Agreement”), dated as of
June 3, 2005, is between UNITED AIR LINES, INC., a Delaware corporation, with its worldwide
headquarters located at 1200 E. 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”).



RECITALS




     United and Contractor have entered into the Amended and Restated United Express® Agreement,
dated as of January 28, 2004, pursuant to which Contractor provides air transportation services
under the service mark United Express® and other United Marks.



     The parties desire to further amend Amended and Restated United Express® Agreement, as set
forth in this Amendment, to provide for, among other things, the use of up to an additional thirty
(30) 50-seat regional jet aircraft by Contractor in providing Contractor’s United Express Services.



     NOW, THEREFORE, in consideration of the foregoing premises, mutual covenants and obligations
hereinafter contained, the parties agree as follows:




	I.	 	DEFINITIONS





      A. Terms defined in the Amended and Restated United Express® Agreement. Capitalized terms
used in this Amendment and not otherwise defined in this Amendment shall have the meanings assigned
to them in the United Express® Agreement.



      B. Other Terms. The following terms used in this Amendment shall have the meanings given to
them in this Section I.B.


“Initial RJ-50s” means the 15 RJ-50 aircraft in service as of the effective date of this amendment.



“Expansion RJ-50s” means up-to 30 RJ-50 aircraft, not including the 15 RJ-50 aircraft in service as
of the effective date of this amendment, that Contractor has the right to put into the United
Express system branded as United Express®.






 




			
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“Amendment” means this Amendment to the Amended and Restated United Express® Agreement, as it may
be amended from time to time in accordance with its terms.





	II.	 	The following Article II.B.1 is hereby amended in its entirety by the following:






B. Term




1. TurboProp: This Agreement becomes effective on July 6, 2003 at 12:01 a.m., Chicago,
Illinois time, on (the “Effective Date”) and shall terminate ten years from the Effective
Date (the “Termination Date”), unless it is terminated at an earlier date by United giving
written notice [*] months prior to April 30, 2010, or as otherwise set forth under the
provisions of this Agreement. Notwithstanding the preceding sentence, those provisions of
this Agreement that specifically require actions prior to the Effective Date shall be
effective upon execution of this Agreement. [*] months prior to the Termination Date, United
and Contractor shall engage in discussions regarding the potential extension of the Agreement
or ramp down schedule for Contractor’s United Express operations; provided, however, that the
decision to extend or ramp down the Agreement shall be at United’s sole discretion. The
terms of any extension of the Agreement will be mutually agreed upon by Contractor and
United.




	III.	 	Article II.B.2.b. is amended in its entirety by the following:






     b. RJ-50: For fifteen (15) 50-seat Regional Jet (“RJ-50”) aircraft, the term of this
Agreement will expire no later than April 30, 2010 and will correspond to the introduction
of the 15 Replacement RJ 70s as outlined in Article II.B.2.c.




	IV.	 	Article II.B.2(c)(i) is amended in its entirety by the following:






     (i) Delivery of Replacement RJ-70s: Contractor must advise United of the delivery date
of each Replacement RJ-70 no later than [*] days before the delivery date of each RJ-70.
Contractor must advise United of the delivery dates of all RJ-70s no later than [*].
Replacement RJ-70s must be delivered and ready to enter the United Express schedule on these
dates. Any decision by Contractor to delay the exit of the CRJ200s and the entry of the
replacement CRJ-700s shall not affect the final termination date of the existing Agreement,
currently set at no later than [*].




	V.	 	Article II.B.3 is hereby amended by adding the following:






3. This Agreement, as it relates to Expansion RJ-50s, becomes effective on [*] Chicago,
Illinois time.




a. Expansion RJ-50s. The term of this Agreement for Expansion RJ-50s will be April 30,
2010.





 




			
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	 	(i)	 	Delivery of First [*] Expansion RJ-50s: First [*]
Expansion RJ-50s shall be delivered and ready to enter the United Express
schedule on [*].
	 
	 	(ii)	 	Delivery of Next [*] Expansion RJ-50s: Next [*]
Expansion RJ-50s shall be delivered and ready to enter the United Express
schedule on [*].
	 
	 	(iii)	 	Delivery of Next Fifteen Expansion RJ-50s: Contractor
may put any or all of the next fifteen (15) Expansion RJ-50s at any time
during the period commencing on [*] and ending on [*] upon not less than
[*] days prior written notice. If Contractor chooses to place the next
fifteen Expansion RJ-50s into United Express Service, the term of the next
fifteen Expansion RJ50s shall be [*].
	 
	 	(iv)	 	GECAS: Dependent on the type of regional jet selected
by Contractor (CRJ-200 or ERJ-145), either [*] of the Expansion RJ-50s must
be leased to Contractor by GE Capital Aviation Services (“GECAS”).






b. Start-Up Costs. With regard to the Expansion Aircraft, United hereby agrees to pay the
lesser of (i) $[*] or (ii) actual costs, in either case on a per aircraft basis, for those
interior (including ACARS) and exterior reconfigurations or décor changes required to comply
with United’s standards to operate in the United Express System. All other one-time
introduction costs otherwise payable to Mesa under the Agreement shall be waived for such
aircraft. Expansion Aircraft will be delivered to the United Express program with completed
décor, interior and exterior configurations. ACARS will be installed as soon as possible
after the date of this Amendment but no later than during the next scheduled C-check. [*].




	VI.	 	Article IV.B.1. is hereby amended by adding the following paragraph f:






f. 30 Expansion RJ-50s, which Contractor shall cause to be delivered in a timeline
consistent with Article II.B.3 and under the terms and conditions of Article II.B.3
of the Agreement, amended by Amendment 163872-1.




	VII.	 	Article IV.B.1.C. is hereby amended by adding the following to the end of the current
provision:






     Notwithstanding the preceding sentence, In order to maximize operating efficiencies,
and so long as there is no additional cost to United, Contractor shall have the right to
substitute [*] ERJ-145 aircraft for CRJ-200 aircraft, provided that such substitution does
not result in the fleet of CRJ-200 and/or ERJ-145 aircraft of less than [*] aircraft. In
the event the fleet of CRJ-200 aircraft or ERJ-145 aircraft, as the case may be, is less
than [*] aircraft, Contractor shall remove all aircraft in the affected fleet and replace
such aircraft with aircraft of the remaining fleet type, which removal shall be accomplished
by Contractor within [*] days of such occurrence.





 




			
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	VIII.	 	Article VIII.A.1 is hereby amended by adding the following at the end of Article VIII.A.1:






[*]




[*]




	IX.	 	Article VIII.A.6, 7 and 8 is hereby amended in its entirety by the following:






6. Annual Adjustment Factors



          Effective as of each [*] of the Effective Date of Amendment 163872-1, Contractor and United
agree to increase or decrease for [*] covered in the Agreement, all [*].





7. Consumer Price Index



          “Consumer Price Index” or “CPI” shall mean the 12 month year-over-year percentage growth in
the Consumer Price Index, U.S. City Average, Urban Wage Earners and Clerical Workers, All Items
(base index year 1982-1984=100) as published by the United States Department of Labor, Bureau of
Labor Statistics or [*]. If the manner in which the Consumer Price Index as determined by the
Bureau of Labor Statistics shall be substantially revised, including, without limitation, a change
in the base index year, an adjustment shall be made by the parties in such revised index which
would produce results equivalent, as nearly as possible, to those which would have been obtained if
such Consumer Price Index had not been so revised. If the Consumer Price Index shall become
unavailable to the public because publication is not readily available to enable the parties to
make the adjustment referred to in this Section, then the parties shall mutually agree to
substitute therefore a comparable index based upon changes in the cost of living or purchasing
power of the consumer dollar published by any other governmental agency or, if no such index shall
be available, then a comparable index published by a major bank or other financial institution or
by a university or a recognized financial publication.





8. Example




[*].




	X.	 	CRJ-700 Engine Maintenance





          Mesa agrees to adjust its CRJ-700 block hour based maintenance costs [*] shall be mutually
agreeable to Mesa and United. Mesa and United agree to negotiate in good faith to establish a [*].
As of the Effective date of Amendment 163872-1 and until such time as the [*] is mutually agreed
upon, the maintenance cost reimbursement for CRJ-700s will be decreased by $[*] per block hour. At
which point [*] is mutually agreed upon, neither party will have the ability to retroactively apply
the resulting rates to any months’ activity prior to [*].





	XI.	 	Funding Requirements







 




			
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          In consideration for the agreements set forth in this Amendment, Mesa hereby agrees to pay
United an aggregate of $30,000,000, which shall be payable in accordance with the following
schedule:




                         (a) U.S.$10 million in cash at any time after the Effective Date of Amendment 163872-1, upon
three (3) business days prior written notice by United to Mesa;



                         (b) U.S.$10 million in cash at any time after the first of the Expansion RJ-50s are placed
into service in accordance with Section V of this Amendment, upon three (3) business days prior
written notice by United to Mesa; and



                         (c) U.S.$10 million in cash at any time on or after November 1, 2005, upon three (3) days
prior written notice by United to Mesa.



                         (d) Mesa’s obligation to make each payment set forth in this Section XI shall be subject to
the following conditions precedent: (1) United shall not be in breach of any material term or
condition of the Agreement and this Amendment related to the rates payable to Mesa for and in
consideration of the transportation services provided pursuant to the Agreement and this Amendment;
(2) if still under protection of the U.S. Bankruptcy laws, United’s Chapter 11 proceedings shall
not have been converted to a Chapter 7 liquidation; and (3) if not still under the protection of
the U.S. Bankruptcy laws, United shall not have filed for protection under any bankruptcy or
insolvency law nor shall have any such proceeding been filed against United.




	XII.	 	Miscellaneous





     A. Modification. Any term of this Amendment may be amended and the observance of any
term of this Amendment may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the parties.



     B. Severability. If any one or more of the provisions contained in this Amendment
should be invalid, illegal, or unenforceable in any respect, the validity, legality, and
enforceability of all remaining provisions shall not in any way be affected or impaired. Any
provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.



     C. Counterparts. This Amendment may be executed in two counterparts or duplicate
originals, each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.



     D. Other Provisions Not Affected. Except where inconsistent with the express terms of
this Amendment, all provisions of the Amended and Restated United Express® Agreement shall remain
in full force and effect.





 




			
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     E. Governing Law. This Amendment shall be governed by and construed and enforced in
accordance with the internal laws of the State of Illinois.



     F. Binding Effect. This Amendment shall be binding upon and inure to the benefit of
the parties and their respective successors and permitted assigns.



     G. Further Assurances. The parties shall take any actions and execute any other
documents that may be necessary or desirable to the implementation and consummation of this
Amendment.



     Except as reflected above, the Agreement remains unchanged in all other respects. Upon its
execution, Amendment 163872-1, together with the Agreement, will be the complete and binding
understanding of the parties with respect to the terms and conditions of the Agreement, as amended
by the terms set forth herein.



     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly
authorized representatives as of the day and year first above written.



	 	 	 	 	 
	MESA AIR GOUP, INC.

	 	 	 	UNITED AIR LINES, INC.
	 
	 	 	 	 
	 

	 	 	 	 
	By: Michael Lotz

	 	 	 	By: Sean Donohue
	Title: President

	 	 	 	Title: Vice President — Ted & United Express
	 
	 	 	 	 
	 

	 	 	 	 
	By: Peter Murnane

	 	 	 	By: Frederic F. Brace
	Title: Executive Vice President & CFO

	 	 	 	Title: Executive Vice President & CFO








 




			
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APPENDIX D-1




CARRIER CONTROLLED UNIT RATES PAYABLE TO CONTRACTOR

EXPANSION RJ-50 AIRCRAFT




[*]




 




			
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