Exhibit 10.10.6
***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
EXECUTION COPY
FIFTH AMENDMENT TO THE CAPACITY PURCHASE AGREEMENT
This Fifth 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 December 14, 2015.
WHEREAS, the parties desire to amend certain provisions of the Agreement in accordance with the terms and conditions of this Amendment.
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. | Section 1.g. of the Second Amendment to the Capacity Purchase Agreement and Section 1.f. of the Fourth Amendment to the Capacity Purchase Agreement each is hereby amended to insert “Section 10.5,” following “Section 3.3(d),” therein. |
| | 2. | Section 2.4(b)(ii) is hereby amended to add the following sentence after the last sentence thereof: |
“Notwithstanding anything to the contrary in this Agreement, (i) any 2.4(b) Notice given by United with respect to the EETC Aircraft must be given with respect to all of the EETC Aircraft and (ii) the provisions of clause (i) and the two provisos of the immediately preceding sentence shall not apply to such 2.4(b) Notice with respect to the EETC Aircraft.
| | 3. | Section 3.6 is hereby amended to add the following after Section 3.6(c): |
“(d)Ownership Rate. As compensation for the cost of ownership of the 10 2015 New Aircraft financed pursuant to the EETC Transaction as listed by expected U.S. registration number (“Reg. No.”) in Schedule 5 hereto (the “EETC Aircraft”), United shall pay to Contractor on each payment date set forth in Schedule 5 hereto on the Table therein applicable to such EETC Aircraft (or if not a Business Day, the next Business Day) the amount set forth opposite such payment date on such Table (the “Ownership Rate”), provided that United shall have no obligation to make a payment with respect to an EETC Aircraft that would otherwise be due on any such payment date that occurs after the earliest of (i) in the case of any EETC Aircraft not previously financed pursuant to the EETC Transaction, the date that such EETC Aircraft is no longer able to be financed pursuant to the EETC Transaction, (ii) the date of withdrawal of such EETC Aircraft from the capacity purchase provisions of this Agreement, (iii) the date of purchase of such EETC Aircraft by United and (iv) the date that all equipment notes issued in the EETC Transaction with respect to such EETC Aircraft shall have been paid in full, and such EETC Aircraft shall cease to be an EETC Aircraft on such earliest date. If an EETC Aircraft ceases to be an EETC Aircraft pursuant to clause (i) of the preceding sentence, within five Business Days after the date of such cessation (the “Trigger
