10-K 2008 Exhibit 10.29





                                                                               Exhibit 10.29



                                                                                             * TEXT OMITTED AND FILED SEPARATELY 

                                                                                                 CONFIDENTIAL TREATMENT REQUESTED 

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

                                                                                                   200.83 AND 240.24b-2 


163872-5

FIFTH AMENDMENT TO UNITED EXPRESS AGREEMENT

This Amendment to the United Express Agreement (the "Amendment") is effective as of February 6, 2008 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",  August 28, 2007 (the "Third
Amendment"), August 28, 2007 (the "Fourth 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:




	DEFINITIONS



	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.


	SCOPE, TERM, and CONDITIONS



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


	In addition to the explanation given on Attachment A, this Article II.B further documents the agreement by
Contractor and United to permanently remove exactly four (4) Expansion RJ-50 aircraft effective on the dates specified in Attachment A to
this Amendment.  









	In addition to the explanation given on Attachment A, this Article II.C further documents the agreement by
Contractor and United to increase exactly one (1) RJ-70 aircraft effective on the dates specified in Attachment A to this Amendment.




	The actual monthly aircraft ownership cost of these (1) RJ-70 aircraft will not exceed [*].  All other rates are the
same as specified in the Agreement.


	This (1) RJ-70 aircraft will be removed on September 3, 2018.


	This (1) RJ-70 aircraft will be delivered and ready to enter the United Express schedule on September 4, 2008 in
accordance with United's Décor 5.5 livery specifications.  These aircraft will be subject to United's inspection to assure compliance
with United's Décor 5.5 specifications before acceptance.


	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.

 

[Signature Page Follows]



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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.

By: _________________________

     Peter McDonald&

     Chief Operating Officer

	

MESA AIR GROUP, INC.

By: _________________________

 Jonathan Ornstein

 Chief Executive Officer







 

 

 

 


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 Attachment A

APPENDIX A

FLEET PLAN




 

 

 

 


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