New Aircraft Configuration.
90
11.1
Notices.
91
11.2
Binding Effect; Assignment.
92
11.3
Amendment and Modification.
92
11.4
Waiver.
92
11.5
Interpretation.
92
11.6
Confidentiality.
93
11.7
Counterparts.
94
11.8
Severability.
94
11.9
Relationship of Parties.
94
11.10
Entire Agreement; No Third Party Beneficiaries.
94
11.11
Governing Law.
95
11.12
Right of Set-Off.
95
11.13
Cooperation with Respect to Reporting.
95
11.14
Parent Guarantee.
96
11.15
Arbitration.
96
11.16
Unauthorized Payments.
99
SCHEDULE 1:
Covered Aircraft
SCHEDULE 2A:
E175 Covered Aircraft Compensation for Carrier Controlled Costs
SCHEDULE 2B:
CRJ700 Covered Aircraft Compensation for Carrier Controlled Costs
SCHEDULE 2C:
CRJ550 Covered Aircraft Compensation for Carrier Controlled Costs
SCHEDULE 3:
Pass-Through Costs
SCHEDULE 4:
On-Time Adjustment
SCHEDULE 5:
Ownership Rate Schedule
SCHEDULE 6:
Reserved.
SCHEDULE 7:
Loan Payment Amounts
EXHIBIT A:
Definitions
EXHIBIT B:
Terms of Codeshare Arrangements
EXHIBIT C:
Non-Revenue Pass Travel
iii
[***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND
(II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]
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EXHIBIT D:
Fuel Services
EXHIBIT E:
Use of United Marks and Other Identification
EXHIBIT F:
Use of Contractor Marks
EXHIBIT G:
Catering Standards
EXHIBIT H:
Fuel Efficiency Program
EXHIBIT I:
IT Requirements
EXHIBIT J:
Aircraft Cleanliness and Refurbishment Standards
EXHIBIT K:
Parent Guarantee
EXHIBIT L:
Letter of Agreement
EXHIBIT M:
Career Path Program for Pilots
EXHIBIT N:
Safety Standards for United and United Express Carriers
EXHIBIT O:
Form of Assignment Agreement
EXHIBIT P:
Charter Flight Operations
EXHIBIT Q:
Ground Handler Indemnity
EXHIBIT R:
CRJ Lease Return Conditions
EXHIBIT S:
United Wi-Fi
EXHIBIT T:
Operational Improvement Plan
iv
[***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND
(II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]
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AMENDED AND RESTATED
CAPACITY PURCHASE AGREEMENT
This Amended and Restated Capacity Purchase Agreement (this "Agreement"), dated
as of November 25, 2019 is among United Airlines, Inc., a Delaware corporation
("United"), Mesa Airlines, Inc., a Nevada corporation ("Contractor"), and Mesa
Air Group, Inc., a Nevada corporation ("Parent").
WHEREAS, the parties previously entered into that certain Capacity Purchase
Agreement, dated as of August 29, 2013 (as amended, the "Original Agreement");
WHEREAS, Contractor desires to perform Contractor Services pursuant to the terms
hereof, and United desires to engage Contractor to perform such services,
provided that the performance of such services is guaranteed by Parent;
WHEREAS, the parties have previously entered into the Ancillary Agreements (as
defined herein), in each case as an integral part of this Agreement; and
WHEREAS, the Original Agreement is hereby amended and restated in its entirety.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and obligations hereinafter contained, the parties agree to:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Agreement (including, unless otherwise defined
therein, in the Schedules, Appendices and Exhibits to this Agreement) shall have
the meanings set forth in Exhibit A hereto.
ARTICLE II
CAPACITY PURCHASE, SCHEDULES AND FARES
2.1
Capacity Purchase.
(a)
Contractor shall present each Covered Aircraft for service under this Agreement
on the Actual In-Service Date determined with