1
Exhibit 10.1
MASTER PURCHASE AGREEMENT
BETWEEN
BOMBARDIER INC.
AND
MESA AIR GROUP, INC.
Schedules to MPA 497 Initials:
Mesa Air Group 1 Buyer_______Bombardier_______
2
TABLE OF CONTENTS
SECTION I - TERMS AND CONDITIONS, AND EXHIBITS
ARTICLE
1 INTERPRETATION
2 SUBJECT MATTER OF SALE
3 AIRLINE SUPPORT SERVICES AND WARRANTY
4 PRICE
5 PAYMENT
6 DELIVERY PROGRAM
7 BUYER INFORMATION
8 CERTIFICATION FOR EXPORT
8A REGULATORY CHANGES
9 ACCEPTANCE PROCEDURE
10 TITLE AND RISK
11 CHANGES
12 BUYER'S REPRESENTATIVES AT MANUFACTURE SITE
13 EXCUSABLE DELAY
14 NON-EXCUSABLE DELAY
15 LOSS OR DAMAGE
16 TERMINATION
17 NOTICES
18 INDEMNITY AGAINST PATENT INFRINGEMENT
19 LIMITATION OF LIABILITY AND INDEMNIFICATION
20 ASSIGNMENT
21 SUCCESSORS
22 APPLICABLE LAWS
23 CONFIDENTIAL NATURE OF AGREEMENT
24 AGREEMENT
Schedules to MPA 497 Initials:
Mesa Air Group 2 Buyer_______Bombardier_______
3
SECTION I CONT'D
APPENDICES
Appendix 1 [***]
EXHIBITS
I CERTIFICATE OF ACCEPTANCE
II BILL OF SALE
III CERTIFICATE OF RECEIPT OF AIRCRAFT
IV CHANGE ORDER
SECTION II - SCHEDULES
SCHEDULES
Schedule 1 Financing
Schedule 2 [***]
Schedule 3 Airworthiness Directives / Service Bulletins
Schedule 4 Schedule Completion Guarantee ("SCRG")
Schedule 5 Engineering Services
Schedule 6 Simulator Training/Simulators Pilot Same Type Rating and
Systems Trainer Intentionally Left Blank
Schedule 7 Spare Parts Credit Memorandum
Schedule 8 Airframe Direct Maintenance Cost Guarantee (ADMCG")
SECTION III - AIRLINE SERVICES AND WARRANTY AND SERVICE LIFE POLICY
ANNEXES
A AIRLINE SERVICES
B WARRANTY AND SERVICE LIFE POLICY
Schedules to MPA 497 Initials:
Mesa Air Group 3 Buyer_______Bombardier_______
4
Supplement No. PA-497-1
Annex 1 Specification
Annex 2 Buyer Selected Optional Features
Annex 3 Option Aircraft
Annex 4 Aircraft Credit Memorandum
Annex 5 Intentionally Left Blank
Annex 6 Performance Guarantee
Annex 7 Silent Aircraft Options
Supplement No. PA-497-2
Annex 1 Specification
Annex 2 Buyer Selected Optional Features
Annex 3 Option Aircraft
Annex 4 Aircraft Credit Memorandum
Annex 5 Intentionally Left Blank
Annex 6 CRJ 700 Aircraft Performance Guarantee
Annex 7 CRJ 700 Lease Rate Subsidies
Annex 8 Silent Aircraft Options
Supplement No. PA-497-3
Annex 1 Specification
Annex 2 Buyer Selected Optional Features
Annex 3 Option Aircraft
Annex 4 Aircraft Credit Memorandum
Annex 5 CRJ 900 Aircraft Launch Customer Credit Memorandum
Annex 6 CRJ 900 Aircraft Performance Guarantee
Annex 7 CRJ 900 Lease Rate Subsidies
Annex 8 Silent Aircraft Options
Annex 9 CRJ 900 Termination
[***]
Schedules to MPA 497 Initials:
Mesa Air Group 4 Buyer_______Bombardier_______
5
This Master Purchase Agreement is made on the day of May, 2001
BY AND BETWEEN: BOMBARDIER INC., a Canadian corporation represented
by BOMBARDIER AEROSPACE, REGIONAL AIRCRAFT having an
office at 123 Garratt Boulevard, Downsview, Ontario,
Canada ("Bombardier")
AND:
MESA AIR GROUP, INC.
410 N. 44th St., Suite 700
Phoenix, AZ 85008 ("Buyer")
WHEREAS Buyer desires to purchase twenty (20) Canadair
Regional Jet aircraft Series 200 ("CRJ 200), twenty
(20) Canadair Regional Jet aircraft Series 700 ("CRJ
700"), and twenty (20) Canadair Regional Jet aircraft
Series 900 ("CRJ 900") Aircraft (as later defined)
and related data, documents, and services under this
Agreement (as later defined), and Bombardier desires
to sell or arrange the sale of such Aircraft, data,
documents and services to Buyer,
NOW THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Buyer and Bombardier agree as follows:
Schedules to MPA 497 Initials:
Mesa Air Group 5 Buyer_______Bombardier_______
6
SECTION I
OF
MASTER PURCHASE AGREEMENT NO. PA-497
TERMS AND CONDITIONS
Schedules to MPA 497 Initials:
Mesa Air Group 6 Buyer_______Bombardier_______
7
ARTICLE 1 - INTERPRETATION
1.1 The recitals above have been inserted for convenience only and do not
form part of this Agreement.
1.2 The headings in this Agreement are included for convenience only and
shall not be used in the construction and interpretation of this
agreement.
1.3 In this Agreement, unless otherwise expressly provided, the singular
includes the plural and vice-versa.
1.4 In this Agreement the following expressions shall, unless otherwise
expressly provided, mean:
(a) "Acceptance Period" shall have the meaning attributed to it in
Article 9.3;
(b) "Acceptance Date" shall have the meaning attributed to it in
Article 9.7(a);
(c) "Agreement" means this Master Purchase Agreement, and
incorporated herein by this reference, its Supplements and any
Letter Agreements, executed and delivered by the parties
hereto in connection with the transactions contemplated by
this Agreement, including, in each case, their Exhibits,
Annexes, Schedules and Appendices, if any, either attached
hereto or subsequently agreed by the parties hereto, pursuant
to the provisions of this Agreement, as amended from time to
time pursuant to the provisions of this Agreement;
(d) "Aircraft" shall have the meaning attributed to it in Article
1.0 of the applicable Supplement;
(e) "Aircraft Purchase Price" shall have the meaning attributed to
it in the applicable Supplement;
(f) "Base Price" shall have the meaning attributed to it in
Article 2.0 of the applicable Supplement;
(g) "Bill of Sale" shall have the meaning attributed to it in
Article 9.7(c);
(h) "BFE" shall have the meaning attributed to it in Article 7.2;
(i) "Buyer Selected Optional Features" shall have the meaning
attributed to it in Annex 2of the applicable Supplement;
(j) "Delivery Date" shall have the meaning attributed to it in
Article 9.7(c);
Schedules to MPA 497 Initials:
Mesa Air Group 7 Buyer_______Bombardier_______
8
(k) "Economic Adjustment Formula", if applicable, shall have the
meaning attributed to it in Appendix 1;
(l) "Excusable Delay" shall have the meaning attributed to it in
Article 13.1;
(m) "FAA" shall have the meaning attributed to it in Article 8.1;
(n) "Interest Rate" means 200 basis points above LIBOR.
(o) "LIBOR" means the six (6) month London interbank borrowing
rate as published in the Wall Street Journal.
(q) "Non-Excusable Delay" shall have the meaning attributed to it
in Article 14.1;
(r) "Notice" shall have the meaning attributed to it in Article
17.1;
(s) "Other Patents" shall have the meaning attributed to it in
Article 18.1;
(t) "Permitted Change" shall have the meaning attributed to it in
Article 11.2;
(u) "Readiness Date" shall have the meaning attributed to it in
Article 9.1.3;
(v) "Regulatory Change" shall have the meaning attributed to it in
Article 8.A.1;
(w) "Scheduled Delivery Month" shall have the meaning attributed
to it in the applicable Supplement;
(x) "Specification" shall have the meaning attributed to it in the
applicable Supplement;
(y) "Supplement" means a supplementary agreement to this Agreement
entered into by the parties for the purchase of specific
products offered for sale by Bombardier, Inc.;
(z) "Taxes" shall have the meaning attributed to it in Article
4.2; and
(aa) "TC" shall have the meaning attributed to it in Article 8.1.
1.5 All dollar amounts in this Agreement are in United States Dollars.
Schedules to MPA 497 Initials:
Mesa Air Group 8 Buyer_______Bombardier_______
9
ARTICLE 2 - SUBJECT MATTER OF SALE
2.1 A description of the Aircraft being purchased and sold under the terms
of this Agreement and the related Bombardier specification document
number(s) will be set out in the applicable Supplement.
Schedules to MPA 497 Initials:
Mesa Air Group 9 Buyer_______Bombardier_______
10
ARTICLE 3 - CUSTOMER SUPPORT SERVICES AND WARRANTY
3.1 Bombardier shall provide to Buyer the customer support services
pursuant to the provisions of Annex A attached hereto and the
applicable Supplement.
3.2 Bombardier shall provide to Buyer the warranty and the service life
policy described in Annex B attached hereto and the applicable
Supplement which shall be the exclusive warranty applicable to the
Aircraft.
3.3 Unless expressly stated otherwise, the services referred to in 3.1 and
3.2 above and the applicable Supplement are offered in connection with
and are material to the sale of the Aircraft and are included in the
Aircraft Purchase Price.
Schedules to MPA 497 Initials:
Mesa Air Group 10 Buyer_______Bombardier_______
11
ARTICLE 4 - PRICE
4.1 (a) The base price for each of the Aircraft is set out in Article
2 of the applicable Supplement.
(b) The base price of the Buyer Selected Optional Features is set
out in the applicable Supplement.
4.2 The Aircraft Purchase Price (as defined in the applicable Supplement)
does not include any taxes, fees or duties including, but not limited
to, sales, use, value added (including the Canadian Goods and Services
Tax), personal property, gross receipts, franchise, excise taxes,
assessments or duties which are or may be imposed with respect to the
Aircraft and other related services. Bombardier agrees to bear and pay
when due, to assume liability for, and to indemnify, defend and hold
harmless Buyer from, any and all taxes, duties, imposts and similar
charges, including penalties and interest of any nature ("Taxes") that
are both: (a) levied, assessed, charged or collected for or in
connection with (i) the fabrication, manufacture, modification,
assembly, transfer, sale (including any corresponding use tax),
delivery of or export from Canada of any Aircraft before, at or in
connection with the actual delivery or exportation thereof (even if
such tax is assessed at later date) (and provided such Taxes are not
payable as a result of Buyer having a connection with Canada other than
being a party to this Agreement and purchasing and accepting delivery
of the Aircraft in Canada) or (ii) the payment of any amount by
Bombardier to Buyer contemplated by this Agreement; and (b) imposed
upon Bombardier or Buyer by Canada or any provincial or local
government or taxing authority thereof. Buyer will promptly export the
Aircraft from Canada following delivery and will not divert the same
for use, consumption, sale or other disposition in Canada subsequent to
actual delivery and prior to export. If Buyer fails to promptly export
the Aircraft from Canada following delivery, Bombardier will not have
any obligation under this Article 4.2 to the extent that Taxes covered
by this Article 4.2 are payable as a result of such failure. Bombardier
further agrees to bear and pay when due, to assume liability for, and
to indemnify, defend and hold harmless Buyer from any and all costs and
liabilities, including reasonable attorneys' fees, incurred in
connection with defending any claims for the costs and liabilities
described in this Article 4.2. If any Canadian Taxes, including any
Taxes assessed by Canada or any provincial or local government or
taxing authority thereof, are required to be deducted or withheld from,
or paid in connection with, any payments required to be made by this
Article 4.2, Bombardier shall either pay such Canadian Taxes directly
to the taxing authority or reimburse Buyer so that Buyer ultimately
receives the amount it would have received if no such Canadian Taxes
had been imposed. However, this Article 4.2 shall not apply to any
claim against Buyer for which Buyer is otherwise entitled to
indemnification from Bombardier under this
Schedules to MPA 497 Initials:
Mesa Air Group 11 Buyer_______Bombardier_______
12
Article 4.2 unless Buyer notifies Bombardier in writing of such claim,
and, further provided, that upon written request of Bombardier, Buyer
will, if then permitted by law, permit Bombardier to contest or protest
such Taxes at Bombardier's expense and provide reasonable cooperation
to Bombardier in such contest or protest.
If Bombardier pays any Taxes in accordance with the above and Buyer is
entitled to a total or partial refund of or other form of relief
(including the benefit of a tax credit) from such Taxes that does not
arise from and is not otherwise attributable to the duplicate payment
of such Taxes by Buyer, Buyer shall, upon the request of Bombardier,
irrevocably assign the right to such refund or other form of relief
(including the benefit of a tax credit) to Bombardier or, if such an
assignment would be illegal or unenforceable, take whatever action is
required to obtain such refund or other form of relief (including the
benefit of a tax credit) (at Bombardier's expense) and remit the
proceeds therefrom to Bombardier.
In the event that there is a change in Canadian or United States law,
rules or regulations, which has a material adverse taxable effect on
either Bombardier or Buyer in connection with the fabrication,
manufacture, modification, assembly, sale, delivery, transfer or export
of any Aircraft to Buyer or its designee, Bombardier and Buyer will
cooperate to effect the delivery of the Aircraft in a jurisdiction or
take such other appropriate action which will minimize the impact of
such a change in Canadian or United States law, rules or regulations,
on the affected party, taking into account any Taxes resulting from
delivery of the Aircraft in such jurisdiction, provided no additional
out of pocket expenses will be incurred by the non-affected party by
the change in delivery location.
In addition, Bombardier agrees to bear and pay when due, to assume
liability for, and to indemnify defend and hold harmless Buyer, from,
any and all taxes, sanctions, fees or duties of any kind or nature
resulting in consequence or growing out of any trade disputes that are
levied against or imposed upon Buyer in connection with Buyer's
purchasing of the Aircraft, after all Buyer's legal and contractual
rights have been exhausted at Bombardier's cost, or alternatively after
Buyer has, at Bombardier's request, subrogated Bombardier in all of its
legal and contractual rights in respect of the same subject to a
mutually agreed upon subrogation agreement and such subrogated legal
and contractual rights have been exhausted.
Upon either party's request, the other party shall execute and deliver
to the requesting party any documents reasonably requested by the
requesting party in connection with any available exemption from,
reduction of, contestation of or defense against any imposition of
Taxes that the requesting party is required to pay or reimburse.
Schedules to MPA 497 Initials:
Mesa Air Group 12 Buyer_______Bombardier_______
13
4.3 The price of the Aircraft shall be the Base Price adjusted for changes
made pursuant to Article 11.1 and any Regulatory Changes pursuant to
Article 8A.1 (other than any such Regulatory Change which is to be made
without additional charge to Buyer pursuant to Article 8A.2) and/or
reduction for applicable Aircraft credits, and further adjusted to the
Delivery Date to reflect economic fluctuations during the period from
[***] to the Delivery Date of each Aircraft (the Base Price, as
adjusted, the "Aircraft Purchase Price"). Such adjustments shall be in
accordance with the economic adjustment formula attached as Appendix 1
("Economic Adjustment Formula") [***]-provided that (i) in the case of
an Excusable Delay (as defined in Article 13), [***]-shall be made with
respect to the period by which delivery of the Aircraft was delayed as
a result of such Excusable Delay, and (ii) in the case of a
Non-Excusable Delay (as defined in Article 14), [***]; and provided
further that when adjusted, the Aircraft Purchase Price shall in no
case be lower than the Aircraft Base Price, as stipulated in Article
4.1 herein.
Schedules to MPA 497 Initials:
Mesa Air Group 13 Buyer_______Bombardier_______
14
ARTICLE 5 - PAYMENT
5.1 Buyer shall make the following deposit payments to Bombardier: (i)
within two (2) business days from the date of execution of this
Agreement, [***]. Such amounts will be held by Bombardier and returned
to Buyer, as follows: 1) [***] 2) subject to adjustment pursuant to
Article 14, the remaining [***] shall be repaid to Buyer on a pro rata
basis in equal amounts upon the [***] pursuant to this Agreement. [***]
Upon delivery of the Aircraft, Buyer shall pay the Aircraft Purchase
Price in accordance with Article 2 of the applicable Supplement as
reduced by the application of any Aircraft Credit Memorandum issued by
Bombardier and permitted to be used for such purpose and in the case of
the CRJ 900 Aircraft, the CRJ 900 Launch Credit.
5.2 Subject to the provisions of Article 9.9 hereof and Schedule 1 and
Bombardier having satisfied its obligations under Article 8, Article 9
and Schedule 1, should Buyer fail to make any of the payments required
under the applicable Supplement or Article 5.1 hereof on or before the
stipulated date and Buyer does not correct the failure within a period
of thirty (30) days thereafter, Buyer shall be in default and any
Supplement and this Agreement as it relates thereto shall automatically
terminate and Bombardier shall have no further obligation to Buyer
under any Supplement and this Agreement as it relates thereto,
including the obligation to proceed further with the manufacture of any
or all of the Aircraft on behalf of Buyer or the sale and/or delivery
of the Aircraft to Buyer. Notwithstanding the preceding sentence
Bombardier shall have the option (but not the obligation) of waiving
such termination should Buyer make arrangements satisfactory to
Bombardier for such payment and all future payments within ten (10)
calendar days of the automatic termination.
5.3 [***] The applicable party's right to receive such interest is in
addition to any other right or remedy such party has at law as a result
of the other party's failure to make payments when due.
5.4 Buyer shall make all payments due under this Agreement and/or any
applicable Supplement in immediately available United States Dollars by
deposit on or before the due date, to Bombardier's account, as set out
in the applicable Supplement in the following manner:
(a) Transfer to: National Bank of Canada
New York, N.Y. 10101 USA
Fed. [***]
(b) For credit to: National Bank of Canada
UID 014897
600 de la Gauchetiere St. West
Schedules to MPA 497 Initials:
Mesa Air Group 14 Buyer_______Bombardier_______
15
Montreal, Quebec, H3B 4L3
Transit No [***]
(c) For further credit to: Bombardier Inc.
Canadair Division
Account No [***]
5.5 All amounts due with respect to each Aircraft shall be paid on or prior
to the Delivery Date of the respective Aircraft.
5.6 All payments provided for under this Agreement and/or any applicable
Supplement shall be made so as to be received in immediately available
funds on or before the dates stipulated herein.
5.7 Bombardier shall remain the exclusive owner of the Aircraft, free and
clear of all rights, liens, charges or encumbrances created by or
through Buyer, until such time as all payments from Buyer referred to
in this Article 5 with respect to the relevant Aircraft have been
received in full by Bombardier.
Schedules to MPA 497 Initials:
Mesa Air Group 15 Buyer_______Bombardier_______
16
ARTICLE 6 - DELIVERY PROGRAM
6.1 The Aircraft shall be offered for inspection and acceptance to Buyer at
Bombardier's facility located in Montreal, Quebec, Canada and during
the month(s) or quarter(s) as set forth in the applicable Supplement
(the "Scheduled Delivery Months").
Schedules to MPA 497 Initials:
Mesa Air Group 16 Buyer_______Bombardier_______
17
ARTICLE 7 - BUYER INFORMATION
7.1 During the manufacture of the Aircraft, Buyer shall provide to
Bombardier on or before the date specified below or, if no date is
specified on or before the date reasonably required by Bombardier, all
information as Bombardier may reasonably request to manufacture the
Aircraft including, without limitation, the selection of furnishings
and internal and external colour schemes.
Within sixty (60) days of signing this Agreement, Buyer shall:
(a) provide Bombardier with an external paint scheme agreed on by
the parties, (for the avoidance of doubt, an external paint
scheme similar to and not significantly more complicated than
that currently employed by Buyer is acceptable to Bombardier);
(b) select interior colours; and
(c) provide to Bombardier, on such drawings if and as are
forwarded to Buyer by or at the request of Bombardier,
language translations for interior and exterior Aircraft
labels.
Failure of Buyer to comply with these requirements may result
in an increase in price equal to Bombardier's additional
reasonable out-of-pocket expenses, a delay in delivery of the
Aircraft, or both, in either case, reasonably related to
Buyer's failure. Bombardier shall use its reasonable efforts
to prevent or minimize any such delay or price increase.
7.2 Unless otherwise agreed by the parties hereto, not later than nine (9)
months prior to the Scheduled Delivery Month of the applicable Aircraft
to be delivered pursuant to the applicable Supplement, Buyer shall
notify Bombardier in writing of the Buyer furnished equipment ("BFE")
(if any) that Buyer wishes to have incorporated into each Aircraft.
Buyer shall also provide details of:
(a) weights and dimensions of the BFE;
(b) test equipment or special tools required to incorporate the
BFE; and
(c) any other information Bombardier may reasonably require.
Within sixty (60) calendar days thereafter, Bombardier shall advise
Buyer of the reduction of the Aircraft Purchase Price if such BFE is to
replace
Schedules to MPA 497 Initials:
Mesa Air Group 17 Buyer_______Bombardier_______
18
Bombardier supplied equipment and of the dates by which each item of
BFE is reasonably required by Bombardier. If required the parties
hereto shall execute a Change Order in accordance with Article 11.1 to
cover such BFE.
7.3 The BFE shall be incorporated in the manufacturing process of the
Aircraft subject to the following conditions:
(a) Title to the BFE shall remain at all times with Buyer and risk
of loss of the BFE shall remain at all times with Buyer except
for damages caused by Bombardier's gross negligence or willful
misconduct.
(b) Buyer shall bear the costs of delivery of the BFE to
Bombardier's plant or such other place as Bombardier may
reasonably designate, which shall be made no later than the
date notified pursuant to Article 7.2, free and clear of any
taxes, duties, licenses, charges, liens or other similar
claims;
(c) The BFE shall meet:
1) reasonable standards of quality of Bombardier, and
2) the requirements of the applicable airworthiness
certification agency;
(d) The BFE shall be delivered to Bombardier in good condition and
ready for immediate incorporation into the Aircraft.
Bombardier shall, upon receipt, inspect the BFE as to quantity
and apparent defects and inform Buyer of any discrepancies and
the required corrective actions to be taken;
(e) Bombardier shall only be responsible for the fitment and
testing of the BFE in the Aircraft using reasonable care and
good manufacturing practices, in accordance with Buyer's
written detailed description of the dimensions and weight of
such BFE. Buyer shall also furnish information necessary for
its proper storage, fitment, servicing, maintenance and
operation and regarding availability of test equipment or
special tools;
(f) BOMBARDIER SHALL HAVE NO LIABILITY OR OTHER OBLIGATIONS AND IS
HEREBY RELIEVED OF ANY LIABILITY, WARRANTY OR OTHER OBLIGATION
WITH RESPECT TO THE BFE AND BUYER HEREBY WAIVES ALL EXPRESS OR
IMPLIED WARRANTIES OR CONDITIONS INCLUDING THOSE OF
MERCHANTABILITY OR FITNESS OR OTHERWISE AND ALL OTHER
LIABILITY (STRICT OR OTHERWISE) ON THE PART OF BOMBARDIER, BE
IT IN
Schedules to MPA 497 Initials:
Mesa Air Group 18 Buyer_______Bombardier_______
19
FACT, IN LAW, IN CONTRACT, OR IN TORT (INCLUDING WITHOUT
LIMITATION THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT
PRODUCTS LIABILITY OF BOMBARDIER OR ITS AFFILIATES), OR
OTHERWISE, IN CONNECTION WITH THE BFE OR ITS DESIGN,
SUITABILITY, USE OR OPERATION.
7.4 If at any time between receipt of the BFE by Bombardier and the
Delivery Date, it is reasonably determined by Bombardier that an item
of BFE supplied does not meet the standards and requirements described
above or its fitment, integration and testing in the Aircraft or
Aircraft systems create delays in the manufacturing or certification
process, then such BFE may be removed and replaced by other BFE or, if
not available, by Bombardier's equipment. All reasonable costs
associated with the removal, refitment, replacement, testing,
certification and/or reasonable delays in the Delivery Date of the
Aircraft resulting therefrom shall be borne by Buyer, provided that
Bombardier shall use its reasonable efforts to minimize any such delays
and costs.
7.5 In the event that the delivery of an Aircraft is delayed due to any
delay caused by Buyer's failure to:
(a) deliver or have BFE delivered by the date required;
(b) ensure satisfactory design, suitability, use or operation of
the BFE;
(c) furnish or obtain applicable BFE data;
(d) perform any adjusting, calibrating, retesting or updating of
BFE;
(e) furnish or obtain any approvals in compliance with the
provisions of this Article; or
(f) comply with the conditions of this Article,
Bombardier agrees to discuss with Buyer and to take such steps
reasonably appropriate to minimize, cure, eliminate or work around the
delay, but any such delay incurred shall be the responsibility of Buyer
and Buyer shall pay to Bombardier any reasonable costs and expenses
incurred by Bombardier due to such delay to the extent unavoidable by
Bombardier using its reasonable efforts.
7.6 Should there be a delay in delivery caused either by an event outlined
in 7.5 above or by an event to which reference is made in Article 13 in
connection with the BFE, and if such delay cannot reasonably be
minimized, cured, eliminated or worked around by agreement of the
parties, Buyer agrees that
Schedules to MPA 497 Initials:
Mesa Air Group 19 Buyer_______Bombardier_______
20
Bombardier may deliver the Aircraft without installing the, delayed or
nonconforming BFE, and Buyer agrees to take delivery of and pay for the
Aircraft unless such BFE is required to obtain the FAA Certificate of
Airworthiness for the Aircraft in which event Bombardier shall provide
Buyer with a revised Readiness Date in respect of the applicable
Aircraft. For the avoidance of doubt, the Economic Adjustment Formula
in Appendix 1 attached hereto will apply in full with respect to the
events outlined in 7.5 above to the extent that the occurrence of any
such event causes any delay in the delivery which was unavoidable by
Bombardier using its reasonable efforts to prevent the same.
7.7 If this Agreement is terminated in whole or in part in accordance with
the provisions hereof Bombardier may elect to, by written notice to
Buyer, either:
(a) purchase the BFE ordered by Buyer and/or received by
Bombardier at a mutually agreeable price; or
(b) return the BFE to Buyer Free Carrier (Incoterms 2000)
Bombardier's plant, or such other place that Bombardier may
designate within Canada or in the 48 contiguous United States.
Schedules to MPA 497 Initials:
Mesa Air Group 20 Buyer_______Bombardier_______
21
ARTICLE 8 - CERTIFICATION FOR EXPORT
8.1 Bombardier has obtained or will at no charge to Buyer obtain from
Transport Canada, Airworthiness ("TC"), a TC Type Approval (Transport
Category) and from the Federal Aviation Administration of the United
States ("FAA") an FAA Part 25 Type Certificate for the type of aircraft
purchased under this Agreement and any applicable Supplement. Such
certificates will be valid on the applicable delivery date. Bombardier
will also provide a TC Certificate of Airworthiness for export on or
before the Readiness Date and any other certificates and permits agreed
upon by Buyer and Bombardier and expressly provided for in this
Agreement or any applicable Supplement.
8.2 Other than as required by 8.1 above Bombardier shall not be obligated
to obtain any certificates or approvals as part of this Agreement;
except that Bombardier shall obtain (a) any certificates required to be
obtained by the manufacturer of commercial aircraft to permit the
general operation of the Aircraft under those requirements of the FAA
FAR Part 25 regulations generally applicable to United States
certificated air carriers and (b) any certificates required to be
delivered in connection with a Regulatory Change. Prior to 11:00 am
Oklahoma City, Oklahoma time on the Delivery Date, Bombardier shall
provide proof that the Aircraft is de-registered or that it was not
registered in Canada. In addition, Bombardier shall use reasonable
efforts to de-register the Aircraft and provide the proof described in
the preceding sentence as soon as reasonably practicable following
confirmation that no further acceptance flight is required for such
Aircraft. Except as otherwise required under this Article 8, the
obtaining of any other import license or authority required to import
the Aircraft into or operate the Aircraft in any country outside of
Canada shall be the responsibility of Buyer. Bombardier shall on behalf
of Buyer and to the extent permitted by law, and with Buyer's
reasonable assistance, seek the issuance of any Canadian export
licenses or permits required to enable Buyer to export the Aircraft
from Canada and/or the import of the Aircraft into the United States in
each case in accordance with prevailing export and import control
regulations in effect on the Delivery Date. Notwithstanding the
assistance to be provided to Buyer as set forth in the preceeding
sentence, it is Buyer's responsibility to secure such other permits or
licenses required for the export of the Aircraft from Canada and/or the
import of the Aircraft into the United States. Buyer will indemnify
Bombardier for any out of pocket expenses, costs and fees Bombardier
incurs to obtain such export permits and licenses.
8.4 If the use of any of the certificates identified in this Article 8 are
discontinued during the performance of this Agreement, reference to
such discontinued certificate shall be deemed a reference to any other
certificate or instrument
Schedules to MPA 497 Initials:
Mesa Air Group 21 Buyer_______Bombardier_______
22
which corresponds to such certificate or, if there should not be any
such other certificate or instrument, then Bombardier shall be deemed
to have obtained such discontinued certificate(s) upon demonstrating
that the Aircraft otherwise complies with all of the conditions
required to be met on the Delivery Date of the Aircraft.
8.5 Subject to the provisions of this Agreement relating to Regulatory
Changes and changes mutually agreed upon by the parties hereto,
Bombardier shall be responsible for all certifications and approvals
related to the installation of the engines and related hardware and
software, if any, on the Aircraft at no cost to Buyer, provided,
however, Bombardier may include in the price of changes requested by
Buyer the cost of obtaining the related certificates and approvals.
8.6 Buyer is not required to accept delivery of any Aircraft that does not
possess as and when required by this Agreement any certificate required
to be obtained by Bombardier on or prior to the Readiness Date and that
remains valid on the Delivery Date pursuant to Article 8. Buyer is not
required to accept delivery of any Aircraft if that Aircraft is not in
a condition that makes it immediately eligible for the issuance of (i)
the certificates required by Article 8 where Bombardier is required
pursuant to Article 8 to deliver the Aircraft in a condition that
permits the immediate issuance of such certificates and (ii) the FAA
Certificate of Airworthiness upon entry into the United States.
8.7 Bombardier shall make available for inspection the FAA required
maintenance logbooks for the Aircraft on or before the Readiness Date
for the Aircraft.
Schedules to MPA 497 Initials:
Mesa Air Group 22 Buyer_______Bombardier_______
23
ARTICLE 8A - REGULATORY CHANGES
8A.1 If any addition or change to, or modification or testing of the
Aircraft is required by any law or governmental regulation or
requirement or interpretation thereof by any governmental agency having
jurisdiction in order to meet the requirements of Article 8 (a
"Regulatory Change"), such Regulatory Change shall be made to the
Aircraft prior to Delivery Date, or at such other time after the
Delivery Date as the parties may agree upon.
[***]
8A.3 Subject to Bombardier's right set forth in Supplement 3 Article 3.3 in
respect of the CRJ 900 Aircraft to defer delivery as a result of any
delays from obtaining TC or FAA certification or directives from any of
said authorities resulting in additional work required on such Aircraft
in order to meet airworthiness regulations, if delivery of the Aircraft
is delayed by the incorporation of any Non-CRJ Regulatory Change, such
delay shall be an Excusable Delay within the meaning of Article 13.
[***]
8A.4 Bombardier shall issue a Change Order, reflecting any Regulatory Change
required to be made under this Article 8A, which shall set forth in
detail the particular changes to be made and the effect, if any, of
such changes on design, performance, weight, balance and time of
delivery, [***], Base Price and Aircraft Purchase Price. Any Change
Orders issued pursuant to this Article with respect to a Non-CRJ
Regulatory Change, shall be effective and binding upon the date of
Bombardier's transmittal of such Change Order. Any Change Orders issued
pursuant to this Article with respect to a CRJ Regulatory Change which
has a material negative impact on the aforementioned parameters shall
be effective and binding only if and when agreed to in writing by
Buyer.
8A.5 Reference to a regulatory authority shall include any succeeding
department or agency then responsible for the duties of said regulatory
authority.
8A.6 [***]
Schedules to MPA 497 Initials:
Mesa Air Group 23 Buyer_______Bombardier_______
24
ARTICLE 9 - ACCEPTANCE PROCEDURE
9.1 Bombardier shall give Buyer notice, by facsimile or telegraphic
communication or other expeditious means, of the date of readiness of
each Aircraft for inspection and acceptance by Buyer as follows:
9.1.1 Bombardier will give notice of no less than [***]
prior to the first day of the relevant Aircraft's
Scheduled Delivery Month, confirming the targeted
week within the Scheduled Delivery Month during which
the Aircraft is planned to be available for delivery
and inspection. Bombardier shall use reasonable
efforts to meet this tentative delivery week, but
shall not be bound by such tentative delivery week;
and
9.1.2 Bombardier will give notice of no less than [***]
calendar days prior to the first day of the relevant
Aircraft's Scheduled Delivery Month, confirming the
delivery week (the "Scheduled Delivery Week") within
the Scheduled Delivery Month during which the
Aircraft will be available for delivery and the
commencement of inspection; and
9.1.3 Bombardier will give notice of no less than [***]
calendar days prior to the day (the "Readiness
Date"), within the Scheduled Delivery Week on which
the Aircraft will be tendered for the commencement of
Buyer's ground and flight inspection and acceptance.
9.1.4 Bombardier shall also provide notices of Scheduled
Delivery Months for the CRJ 900 Aircraft in calendar
months not less than [***] prior to the first day of
the calendar quarter in which the first scheduled CRJ
900 Aircraft delivery is to occur.
9.2 Not less than [***] days prior to the Readiness Date Buyer shall:
(a) provide notice to Bombardier as to the source and method of
payment of the balance of the Aircraft Purchase Price;
(b) identify to Bombardier the names of Buyer's representatives
who will participate in the inspection, acceptance flight and
acceptance; and
(c) provide evidence of the authority of the designated persons to
execute the Certificate of Acceptance and other delivery
documents on behalf of Buyer.
Schedules to MPA 497 Initials:
Mesa Air Group 24 Buyer_______Bombardier_______
25
9.3 At delivery, each Aircraft (a) will conform to the applicable
Specification and the applicable performance guarantees provided to
Buyer pursuant to this Agreement, in any case as in effect on the
Delivery Date, (b) will meet the requirements of Article 9.5 and (c)
shall be free and clear of all liens, claims and encumbrances of any
nature whatsoever except those created by or through Buyer including
any vendor liens in respect of the Aircraft purchase price. Buyer shall
have up to three (3) consecutive working days, subject to extension
pursuant to Article 9.6, commencing on the later of the Readiness Date
or the date the Aircraft is actually made available to Buyer for ground
inspection and acceptance flight in which to complete the inspection
and acceptance flight (such period being the "Acceptance Period").
9.4 Up to six (6) representatives of Buyer may participate in Buyer's
ground inspection of the Aircraft and up to four (4) representatives of
Buyer may participate in the acceptance flight. Bombardier shall, if
requested by Buyer, perform an acceptance flight of not less than one
(1) and not more than three (3) hours duration. Bombardier shall pay
all of the costs related to such acceptance flight excluding any costs
related to or associated with the participation of Buyer's personnel in
such flights. Ground inspection and acceptance flight shall be
conducted in accordance with mutually agreed acceptance procedures
(agreed to by the parties at least thirty (30) days prior to the
Scheduled Delivery Month of the first Aircraft governed by the
applicable supplement hereunder) . At all times during ground
inspection and acceptance flight, Bombardier shall retain control over
the Aircraft, but shall permit one (1) of Buyer's representatives to
fly the Aircraft for a reasonable period of time during such flight,
and one of Bombardier's representatives shall be "captain-in-command".
9.5 If
(a) [***]
(b) the obligations of Bombardier under Article 8 are met;
(c) the obligations of Bombardier under Article 9.3 with respect
to the absence of liens and other encumbrances are met; and
(d) [***]
in each case subject to either the waiver of such delivery
requirement (collectively, the "Delivery Requirements") by
Buyer pursuant to the terms and conditions of a Discrepancy
Letter (as defined in Article 9.6 below) or Bombardier
correcting the discrepancy in accordance with the provisions
of Article 9.6 prior to the last day of the Acceptance Period,
Buyer shall accept the Aircraft on or before the last day of
the Acceptance Period in accordance with the provisions of
Article 9.7.
Schedules to MPA 497 Initials:
Mesa Air Group 25 Buyer_______Bombardier_______
26
9.6 If any defect or discrepancy from the requirements of Article 9.3 in
the Aircraft (a "Discrepancy") is revealed by Buyer's ground inspection
or acceptance flight, such Discrepancy will be corrected by Bombardier,
at no cost to Buyer as soon as reasonably possible. In the event of a
failure to meet the Delivery Requirements due to a material defect or
material discrepancy, to the extent necessary to verify the correction
thereof, Bombardier shall permit additional ground inspection by Buyer
and shall perform one (1) or more further acceptance flights in
accordance with Article 9.4 and the Acceptance Period shall be extended
as necessary. In the event Buyer desires to accept an Aircraft that
Buyer is not required to accept pursuant to Article 9.6 having any
material defect or material discrepancy and/or in the event that Buyer
accepts delivery of an Aircraft having one or more Discrepancies not
giving rise to a right for Buyer to refuse to accept delivery of such
Aircraft pursuant to Article 9.6, the Parties shall mutually agree as a
condition precedent to such acceptance, in the form of a letter
agreement, on the Discrepancy and/or the material defect or material
discrepancy, a timeline for and the manner of the correction of the
same by Bombardier at no charge to Buyer and any remedies if the agreed
upon correction period is not met (the "Discrepancy Letter"). [***]
Payment of [***] liquidated damages will be by credit memorandum (the
amount of which shall be applied to reduce the Aircraft Purchase Price
or to be used for the purchase of Bombardier goods and services) or in
cash, at Buyer's election, within five (5) business days of actual
delivery of the applicable Aircraft or[***]
9.7 Upon completion of the ground inspection and acceptance flight of the
Aircraft and correction of any material defects or material
discrepancies:
(a) Buyer will sign a Certificate of Acceptance (in the form of
Exhibit I hereto) for the Aircraft. Execution of the
Certificate of Acceptance by or on behalf of Buyer shall be
evidence of Buyer having examined the Aircraft and found it in
accordance with the provisions of this Agreement but shall
not, except to the extent of such acknowledgement, constitute
a waiver of Buyer's rights under this Agreement, including,
without limitation, the Warranty, Service Life Policy or any
letter agreement executed and delivered by the parties hereto
in connection with this Agreement. The date of signature of
the Certificate of Acceptance shall be the "Acceptance Date";
(b) Bombardier will supply a TC Certificate of Airworthiness/for
export/and other certificates required by Article 8; and
(c) Buyer shall pay Bombardier the balance of the Aircraft
Purchase Price and any other amounts due, at which time
Bombardier shall issue an FAA Bill of Sale (the "FAA Bill of
Sale") and issue a bill of sale (in the
Schedules to MPA 497 Initials:
Mesa Air Group 26 Buyer_______Bombardier_______
27
form of Exhibit II hereto) passing to Buyer good title to the
Aircraft free and clear of all liens, claims, charges and
encumbrances except for those liens, charges or encumbrances
created by or claimed through Buyer (the "Bill of Sale")
including any vendor lien created in the circumstances where
Bombardier permits delivery of an Aircraft to Buyer prior to
receipt of payment in full of the Aircraft Purchase Price. The
date on which Bombardier delivers the FAA Bill of Sale, Bill
of Sale and the permits, licenses and certificates required to
be delivered under Article 8 and Buyer takes delivery of the
Aircraft shall be the "Delivery Date".
Delivery of the Aircraft shall be evidenced by the execution and
delivery of the Bill of Sale and of the Certificate of Receipt of
Aircraft (in the form of Exhibit III hereto).
9.8 Subject to Schedule 1 hereto and provided that Bombardier has met all
of its obligations under Article 8, this Article 9 and Schedule 1,
should Buyer not accept, pay for and take delivery of any of the
Aircraft governed by the applicable Supplement within ten (10) business
days after the end of the Acceptance Period of such Aircraft, Buyer
shall be deemed to be in default of the terms of this Agreement with
respect to all the undelivered Aircraft governed by the applicable
Supplement.
9.9 Subject to Schedule 1 hereto and provided that Bombardier has met all
of its obligations under Article 8, this Article 9 and Schedule 1,
should Buyer not accept, pay for and/or take delivery of any one of the
Aircraft governed by a Supplement within thirty (30) calendar days
following the end of the Acceptance Period, this Agreement, with
respect to all Aircraft governed by such Supplement shall automatically
terminate. Bombardier shall however, have the option (but not the
obligation) of waiving such termination should Buyer, within ten (10)
calendar days following such termination, make arrangements
satisfactory to Bombardier to accept delivery of and provide payment
for all amounts owing or to become due pursuant to this Agreement and
the applicable Supplement. [***]
ARTICLE 10 - TITLE AND RISK
10.1 Title to the Aircraft and risk of loss of or damage to the Aircraft
passes to Buyer when Bombardier presents the FAA Bill of Sale, the Bill
of Sale and the valid permits, licenses and certificates required to be
delivered under Article 8 and all conditions set forth in this
Agreement and applicable supplements to Buyer's obligations to accept
delivery of the Aircraft have been met or waived by Buyer on the
Delivery Date and when Buyer has paid the purchase price in full.
Schedules to MPA 497 Initials:
Mesa Air Group 27 Buyer_______Bombardier_______
28
10.2 If, after transfer of title on the Delivery Date, the Aircraft remains
in the care, custody or control of Bombardier, Buyer shall retain risk
of loss of, or damage to the Aircraft; and for itself and on behalf of
its insurer(s) hereby waives and renounces, and releases Bombardier and
any of Bombardier's affiliates from any claim, whether direct, indirect
or by way of subrogation, for damages to or loss of the Aircraft
arising out of, or related to, or by reason; of such care, custody or
control [***]
Schedules to MPA 497 Initials:
Mesa Air Group 28 Buyer_______Bombardier_______
29
ARTICLE 11 - CHANGES
11.1 Other than a Permitted Change as described in Article 11.2, or a
Regulatory Change as described in Article 8A.1, any change to this
Agreement (including without limitation the Specification) or any
features or BFE, if any, changing the Aircraft from that described in
the Specification, requested by either party hereto, and as may be
mutually agreed upon by the parties hereto, shall be made using a
change order ("Change Order") substantially in the format of Exhibit IV
hereto. Should either party request a change, Bombardier shall promptly
advise Buyer of the effect, if any, of such change request on:
(a) the Scheduled Delivery Month, Schedule Delivery Week and the
Readiness Date (each as may be known at the time) and the
Aircraft on which the change will be effected;
(b) the price and payment terms applicable to the Change Order;
and
(c) any other material provisions of this Agreement (including the
Specification or the applicable performance guarantees
provided hereunder or in connection herewith) which will be
affected by the Change Order.
Such Change Order shall become effective and binding on the parties
hereto when signed by a duly authorized representative of each party.
11.2 Prior to the Delivery Date of any Aircraft Bombardier may without a
Change Order or Buyer's consent:
(a) substitute the kind, type or source of any material, part,
accessory or equipment with any other material, part,
accessory or equipment of like, equivalent or better kind or
type; or
(b) make such change or modification to the Specification as it
deems appropriate to:
1) improve the Aircraft, its maintainability or
appearance, or
2) prevent delays in manufacture or delivery, or
3) meet the delivery requirements of Articles 2, 6 and
8, other than with respect to a Regulatory Change to
which the provisions of Articles 8A.1 and 8A.2 shall
apply,
[***] Any change made in accordance with the provisions of this Article
11.2 shall be deemed to be a "Permitted Change" and the cost thereof
shall be borne by Bombardier. Bombardier shall notify Buyer in writing
prior to making any such change sufficiently in advance to give Buyer
the opportunity to object to
Schedules to MPA 497 Initials:
Mesa Air Group 29 Buyer_______Bombardier_______
30
any such change on the basis that it has one of the prohibited effects
set forth above. Other than a permitted change as described in this
Article 11.2 or a Non-CRJ Regulatory Change as described in Article 8,
or a CRJ Regulatory Change which does not have a material impact on the
parameters set out in Article 8A.4, Bombardier shall not have the right
to make any changes without the prior written consent of Buyer. Buyer
is not required to accept delivery of any Aircraft that fails to meet
the applicable performance guarantee as the result of the incorporation
of a Permitted Change.
Schedules to MPA 497 Initials:
Mesa Air Group 30 Buyer_______Bombardier_______
31
ARTICLE 12 - BUYER'S REPRESENTATIVES AT MANUFACTURE SITE
12.1 Commencing with the date which is [***] prior to the Scheduled Delivery
Month of the first Aircraft, and ending with the Delivery Date of the
last Aircraft purchased hereunder, Bombardier shall furnish, without
charge to Buyer, one (1) suitable office and the use of related
equipment, including one (1) desk, file cabinets, two (2) telephone
lines and access to shared facsimile and shared photocopy equipment,
for [***] of Buyer's representatives. Such space and equipment shall be
conveniently located at Bombardier's main manufacturing facility or
such other location as may be mutually agreed by Bombardier and Buyer.
Bombardier will also provide to Buyer's representative access to the
tools, measuring devices, test equipment and technical and other
assistance as may be reasonably necessary to perform acceptance tests
and to inspect the Aircraft during manufacturing, provided that in
doing so there is no disruption to the manufacturing process and that
such things are available. Buyer shall be responsible for all expenses
of its representatives and shall notify Bombardier at least thirty (30)
days prior to the first scheduled visit of such representative and
three (3) days prior to each subsequent visit.
12.2 Bombardier's and Bombardier's affiliates' facilities shall be
accessible to Buyer's representative during normal working hours.
Buyer's representatives shall have the right at any and all times
during such normal business hours to observe the work at Bombardier's
or Bombardier's affiliates' facilities where the work on Buyer's
Aircraft is being carried out provided Buyer shall not cause any
disruption in the performance of the work.
12.3 Bombardier shall advise Buyer's representative of Bombardier's or
Bombardier's affiliates' rules and regulations applicable at the
facilities being visited and Buyer's representatives shall conform to
such rules and regulations, provided such rules and regulations are not
discriminatorily applied to Buyer's representatives.
12.4 At any time prior to delivery of the Aircraft, Buyer's representatives
may request, in writing, correction of parts or materials which they
reasonably believe are not generally acceptable or in accordance with
the Specification. Bombardier shall provide a written response to any
such request. Communication between Buyer's representatives and
Bombardier shall be solely through Bombardier's Contract Department or
its designate.
12.5 BUYER HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
BOMBARDIER, ITS ASSIGNEES AND AFFILIATES AND THEIR OFFICERS, DIRECTORS,
AGENTS, EMPLOYEES AND CONTRACTORS FROM AND AGAINST ALL LIABILITIES,
DAMAGES, LOSSES, COSTS AND
Schedules to MPA 497 Initials:
Mesa Air Group 31 Buyer_______Bombardier_______
32
EXPENSES RESULTING FROM INJURIES TO OR DEATH OF OR LOSS OF OR DAMAGE TO
PROPERTY OF BUYER OR BUYER'S REPRESENTATIVES WHILE AT BOMBARDIER'S OR
BOMBARDIER'S AFFILIATES OR SUBCONTRACTOR'S FACILITIES AND/OR DURING
INSPECTION, ACCEPTANCE FLIGHT OR ACCEPTANCE OF THE AIRCRAFT, CAUSED BY
THE NEGLIGENCE OF BOMBARDIER, ITS ASSIGNEES, AFFILIATES' OR THEIR
OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR CONTRACTORS.
Schedules to MPA 497 Initials:
Mesa Air Group 32 Buyer_______Bombardier_______
33
ARTICLE 13 - EXCUSABLE DELAY
13.1 In the event of a delay on the part of Bombardier in the performance of
its obligations or responsibilities under the provisions of this
Agreement or any applicable Supplement due directly or indirectly to a
cause which is beyond the reasonable control of Bombardier (an
"Excusable Delay") except as provided in this Article, Bombardier shall
not be liable for, nor be deemed to be in default under this Agreement
nor under the applicable Supplement on account of such delay in
delivery of the Aircraft or other performance hereunder and the time
fixed or required for the performance of any obligation or
responsibility in this Agreement or the applicable Supplement shall be
extended for a period equal to the period during which any such cause
or the effect thereof persists. Excusable Delay shall be deemed to
include, without limitation, delays occasioned by the following causes:
(a) acts of God;
(b) war, warlike operations, act of the enemy, armed aggression,
civil commotion, insurrection, riot or embargo;
(c) fire, explosion, earthquake, lightning, flood, drought,
windstorm or other action of the elements or other
catastrophic or serious accidents;
(d) epidemic or quarantine restrictions;
(e) any change in legislation, acts, orders, directives or
regulations of any governmental or other duly constituted
authority (other than CRJ Regulatory Changes and CRJ
Airworthiness Directives) once the applicable Aircraft type
has been certified by the FAA;
(f) strikes, lock-out, walk-out, and/or other labor troubles, in
each case, with respect to employees of Bombardier causing
cessation of work;
(g) excepting BFE shortages resulting from an event described in
Article 7.5, lack or shortage or delay in delivery of
supplies, materials, accessories, equipment, tools or parts,
provided another reasonable and practicable source or measure
to avoid such lack, shortage or delay is not available to
Bombardier or the relevant supplier thereof;
(h) delay or failure of carriers, subcontractors or suppliers in
cases where no alternative carrier or supplier or
subcontractor is reasonably available and able to meet the
requirements for the Aircraft;
(i) delay in obtaining any airworthiness approval or certificate,
or any equivalent approval or certification, by reason of the
change in any law or governmental order, directive or
regulation, by a governmental agency, the effective date of
which is subsequent to the date of the applicable Supplement.
Schedules to MPA 497 Initials:
Mesa Air Group 33 Buyer_______Bombardier_______
34
13.2
(a) In the event of an Excusable Delay, or an anticipated
Excusable Delay, Bombardier shall conduct an appraisal of the
facts and normal scheduling procedures, and if it concludes
that delivery of one or more of the Aircraft will be delayed
for more than [***] In the event Bombardier determines that
the Aircraft will be delayed for more than twelve (12) months
after the originally Scheduled Delivery Month, Bombardier may
terminate this Agreement with respect to such delayed Aircraft
by giving written notice to Buyer within thirty (30) business
days of the communication of such determination to Buyer.
(b) If, due to Excusable Delay, delivery of any Aircraft is
delayed for more than [***] If due to Excusable Delay,
delivery of any Aircraft is delayed for more than twelve (12)
months from the last day of the respective Scheduled Delivery
Month, last day of the respective Scheduled Delivery Week or
the respective Readiness Date of such Aircraft (in all cases
whichever of such dates has been established and, most closely
fixes the date upon which delivery of the Aircraft was to
occur), Bombardier may terminate this Agreement with respect
to such Aircraft by giving written notice to Buyer within
thirty (30) business days after the expiration of such twelve
(12) month period.
13.3 [***] as a result of an Excusable Delay, [***]case Bombardier's sole
liability and responsibility shall be limited to[***], less any amount
due by Buyer to Bombardier. Such [***] shall be paid by wire transfer
of immediately available funds within five (5) business days after any
such termination.
13.4 Termination under Article 13.2 shall discharge all obligations and
liabilities of Buyer and Bombardier hereunder and under the applicable
Supplement with respect to such delayed Aircraft , except that
Bombardier shall promptly repay to Buyer and Bombardier's sole
liability and responsibility shall be limited to the repayment to Buyer
of all deposits and advance payments applicable to such Aircraft on the
same basis as if such terminated Aircraft had been delivered to Buyer,
and (regardless of whether any such deposits or advance payments
received by Bombardier have been characterized as "non-refundable").
Such repayment shall be paid by wire transfer of immediately available
funds within five (5) business days after the applicable termination.
13.5 The termination rights set forth in Article 13.2 are the exclusive
remedy for and in substitution for any and all other rights and
remedies of Buyer in connection with Excusable Delays.
13.6 In determining the Aircraft Purchase Price for an Aircraft the delivery
of which is delayed due to Excusable Delay, [***]
Schedules to MPA 497 Initials:
Mesa Air Group 34 Buyer_______Bombardier_______
35
ARTICLE 14 - NON-EXCUSABLE DELAY
14.1 If delivery of the Aircraft is delayed by causes (i) not excused under
Article 13.1 or (ii) not resulting from an event described in Article
7.5, (a "Non-Excusable Delay"), Bombardier shall pay as Buyer's
exclusive remedy (subject to Articles 14.3 and 16.3) for each such
delay, as liquidated damages and not as a penalty for each day
Bombardier is late with tendering any of the Aircraft for inspection
and acceptance pursuant to Article 9.1 of this Agreement, the amount as
set forth in the applicable Supplement for each day of Non-Excusable
Delay in excess of a grace period of such number of days as set forth
in the applicable Supplement [***], to a maximum of the amount set
forth in the applicable Supplement for any such delayed Aircraft.
Payment of the liquidated damages will be by credit memorandum (the
amount of which shall be applied, at Buyer's election, to reduce the
Aircraft Purchase Price or to be used for the purchase of Bombardier
goods and services) [***] within five (5) business days of actual
delivery of the applicable Aircraft or Buyer's termination of this
Agreement and the applicable Supplement with respect to such Aircraft,
as applicable.
In the event Buyer terminates this Agreement with respect to any
Aircraft in accordance with Article 14.3 Bombardier will pay to Buyer,
within five (5) business days of such termination, the liquidated
damages provided for in this Article 14.1 and the applicable Supplement
up to the maximum amounts provided for therein in respect of the
Aircraft whose delivery has been delayed, calculated from the last day
of the respective Scheduled Delivery Month, last day of the respective
Scheduled Delivery Week or the respective Readiness Date of such
Aircraft (in all cases whichever of such dates has been established
and, most closely fixes the date upon which delivery of the Aircraft
was to occur) to the date of termination of this Agreement by Buyer.
[***]
14.2 THE LIQUIDATED DAMAGES PAYABLE IN ACCORDANCE WITH ARTICLE 14.1, BUYER'S
RIGHT OF TERMINATION UNDER ARTICLE 14.3 AND BUYER'S RIGHTS UNDER
ARTICLE 16.3 CONSTITUTE BUYER'S EXCLUSIVE REMEDY AND RIGHT FOR
NON-EXCUSABLE DELAYS, INCLUDING A COMPLETE FAILURE TO DELIVER, FOR ANY
REASON WHATSOEVER. BUYER WAIVES, RELEASES AND RENOUNCES ALL OTHER
CLAIMS, RIGHTS AND REMEDIES, AT LAW OR IN EQUITY, WHETHER BASED ON
CONTRACT (INCLUDING, WITHOUT LIMITATION WARRANTY), TORT (WHETHER OR NOT
ARISING FROM THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OF BOMBARDIER)
OR THE STRICT PRODUCTS LIABILITY OF BOMBARDIER OR OTHERWISE, INCLUDING
WITHOUT LIMITATION, FOR (a) ANY COSTS INCURRED BY BUYER IN SECURING
TEMPORARY OR
Schedules to MPA 497 Initials:
Mesa Air Group 35 Buyer_______Bombardier_______
36
PERMANENT REPLACEMENT AIRCRAFT, (b) ANY FINANCING, TAX, PERSONNEL,
FACILITY OR OTHER COSTS OR DAMAGES INCURRED BY BUYER RELATING TO
DELIVERY OR NON-DELIVERY OF SUCH AIRCRAFT, INCLUDING BUT NOT LIMITED TO
EXPENSES FOR PILOT AND GROUND CREW TRAINING, MAINTENANCE FACILITIES,
SCHEDULING AND PILOT TIME, OR (c) ANY INCIDENTAL OR CONSEQUENTIAL
DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, LOSS OF REVENUE OR
LOSS OF PROFIT.
14.3 Any right Buyer might otherwise have to refuse to accept delivery of an
Aircraft when offered by Bombardier for inspection and acceptance
following a Non-Excusable Delay is included within the rights and
remedies for which the liquidated damages provided pursuant to Article
14.1, the rights provided in this Article 14.3 and Buyer's rights under
Article 16.3 are the exclusive right and remedy. Buyer will not have
the right to refuse to take delivery of any Aircraft because of a
Non-Excusable Delay unless and until the aggregate duration of the
Non-Excusable Delay for such Aircraft calculated from the Readiness
Date, [***] Upon such termination, Bombardier shall pay to Buyer,
within five (5) business days of the date of termination, the amounts
payable pursuant to Article 14.1.
If, no such notice having been given, Bombardier offers an Aircraft for
inspection and acceptance and Buyer refuses to take delivery of such
Aircraft because of Non-Excusable Delay, Buyer will be deemed to have
terminated this Agreement and the applicable Supplement as to such
Aircraft. Buyer shall, effective upon any such termination, be entitled
to recover from Bombardier, as liquidated damages and not as a penalty
the amounts payable pursuant to Article 14.1. [***]
14.4 In determining the Aircraft Purchase Price for an Aircraft the delivery
of which is delayed due to Non-Excusable Delay, [***]
Schedules to MPA 497 Initials:
Mesa Air Group 36 Buyer_______Bombardier_______
37
ARTICLE 15 - LOSS OR DAMAGE
15.1 In the event that, prior to actual delivery, any Aircraft is lost,
destroyed, or damaged beyond economic repair for reasons of Excusable
Delay, and consequently cannot be delivered as provided in this
Agreement and the applicable Supplement, Buyer shall have the right to
either:
(a) obtain the next available delivery position in which a
replacement aircraft could be manufactured according to the
Specification consistent with Bombardier's other contractual
commitments and production schedule in which case the
Aircraft's Base Price and all applicable credits and charges
shall be escalated [***] or
(b) terminate this Agreement and the applicable Supplement with
respect to the Aircraft (which Aircraft is so lost, destroyed,
or damaged beyond economic repair) and receive a refund of all
deposits and advance payments made pursuant to this Agreement
and the applicable Supplement in respect of such Aircraft, as
though such Aircraft had been delivered to Buyer and
regardless of whether such deposits or advance payments have
been characterized as "non-refundable" (such refund shall be
paid by Bombardier to Buyer by wire transfer of immediately
available funds within five (5) business days after Buyer's
termination notice). Thereafter, all obligations and
liabilities of Buyer and Bombardier hereunder with respect to
such Aircraft and all related undelivered items and services
shall be discharged [***]
15.2 In the event that, prior to actual Delivery, any Aircraft is lost,
destroyed, or damaged beyond economic repair for any reason other than
reasons of Excusable Delay, and consequently cannot be delivered as
provided in this Agreement, Buyer shall have the right to either:
(a) obtain the next available delivery position consistent with
Bombardier's other contractual obligations in which a
replacement aircraft could be manufactured according to the
Specification [***]
(b) terminate this Agreement and the applicable Supplement with
respect to the Aircraft (which Aircraft is so lost, destroyed,
or damaged beyond economic repair) and receive the amounts
payable pursuant to Article 14.1. (Such amounts shall be paid
by Bombardier to Buyer by wire transfer of immediately
available funds within two (2) business days after Buyer's
termination notice).
Schedules to MPA 497 Initials:
Mesa Air Group 37 Buyer_______Bombardier_______
38
ARTICLE 16 - TERMINATION
16.1 Any Supplement and this Agreement as it relates thereto may be
terminated, in whole or in part, with respect to any or all of the
undelivered Aircraft governed by such Supplement by Bombardier or Buyer
by notice of termination to the non-terminating party upon the
occurrence of any of the following events with respect to the
non-terminating party:
(a) the non-terminating party makes a general assignment of all or
substantially all of its assets for the benefit of creditors,
becomes insolvent or admits in writing its inability to pay
its debts as they become due ceases to pay its debts as they
become due [***]or the other party ceases doing business as a
going concern or suspends all or substantially all of its
business operations; or
(b) a receiver or trustee is appointed for the non-terminating
party or for substantially all of such party's assets and, if
appointed without such party's consent, such appointment is
not discharged or stayed within sixty (60) calendar days
thereafter; or
(c) proceedings or action under any law relating to bankruptcy,
insolvency or the reorganization, dissolution, liquidation or
relief of debtors are instituted by or against the
non-terminating party, and, if contested by such party, are
not dismissed or stayed within [***] calendar days thereafter;
or
(d) any writ of attachment or execution or any similar process is
issued or levied against the non-terminating party or any
significant part of its property and is not released, stayed,
bonded or vacated within [***] calendar days after its issue
or levy.
16.2 In addition, any Supplement and this Agreement as it relates thereto
may be terminated, in whole or in part, with respect to any or all
undelivered Aircraft governed by the applicable Supplement:
(a) as otherwise provided in this Agreement or the applicable
Supplement; or
(b) by Bombardier, if Buyer is in default or breach of any
material term or condition of this Agreement or the applicable
Supplement and Buyer does not cure such default or breach
within [***] calendar days after receipt of notice from
Bombardier specifying such default or breach; or
(c) by Buyer, if Bombardier is in default or breach of any
material term or condition of this Agreement or the applicable
Supplement and Bombardier
Schedules to MPA 497 Initials:
Mesa Air Group 38 Buyer_____ Bombardier_____
39
does not cure such default or breach within [***] calendar days after
receipt of a notice from Buyer specifying such default or breach.
16.3 In case of termination of this Agreement and the applicable Supplement
under Articles 5.2 or 9.9, or by Bombardier pursuant to Articles 16.1
or 16.2:
(a) all rights (including property rights), if any, which Buyer or
its assignee may have or may have had in or to this Agreement
and the applicable Supplement with regard to any or all of the
undelivered Aircraft governed by such Supplement shall become
null and void with immediate effect;
(b) Bombardier may sell, lease or otherwise dispose of such
undelivered Aircraft to another party free of any claim by
Buyer; and
(c) all amounts paid by Buyer with respect to the applicable
undelivered Aircraft governed by the applicable Supplement shall
be retained by Bombardier and shall be applied against the
reasonable costs, expenses, losses and damages incurred by
Bombardier as a result of Buyer's default and/or the termination
of this Agreement and the applicable Supplement [***] Buyer
hereby acknowledges and recognizes that Bombardier shall have
[***] to recover from Buyer such costs, expenses, losses and
damages ("Losses"). Bombardier shall, as soon as reasonably
possible, return to Buyer any such deposits and amounts paid by
Buyer retained pursuant to this Section 16.3(c) which are [***]
[***]
[***]
[***]
[***]
d) In the event of termination by Buyer due to Bombardier's
breach, Bombardier shall pay to Buyer, by wire transfer of
immediately available funds within five (5) business days of
such termination, all deposits and advance payments paid by
Buyer and then held by Bombardier,[***] In the event of the
termination of the entire Agreement by Buyer pursuant to the
provisions of Article 14 or, in the event a material breach by
Bombardier of the Agreement other than in respect of the
matters addressed in Article 14, which has a material adverse
impact on Buyer in respect of the fundamental economics of the
transaction taken in its entirety, [***]
Schedules to MPA 497 Initials:
Mesa Air Group 39 Buyer_____ Bombardier_____
40
ARTICLE 17 - NOTICES
17.1 Any notice, request, approval, permission, consent or other
communication ("Notice"), to be given or required under this Agreement
or a Supplement shall be provided in writing, by hand, registered mail,
courier, facsimile, or other electronic communication providing
reasonable proof of transmission, except that no notice shall be sent
by mail if disruption of postal service is known by the sending party
to exist or to be threatened either in the country of origin or of
destination, by the party giving the Notice and shall be addressed as
follows:
(a) Notices to Bombardier shall be addressed to:
Bombardier Inc.
Bombardier Aerospace, Regional Aircraft
123 Garratt Boulevard
Downsview, Ontario
Canada
M3K 1Y5
Attention: Director of Contracts
Facsimile: (416) 375-4533
(b) Notices to Buyer shall be addressed to:
Mesa Air Group, Inc.
410 N. 44th St., Suite 700
Phoenix, AZ 85008
Attention: Vice President of Planning
Facsimile: (602) 685-4352
17.2 Notice given in accordance with Article 17.1 shall be deemed
sufficiently given to and received by the addressees:
(a) if delivered by hand, on the day when the same shall have been
so delivered; or
(b) if mailed or sent by courier on the day indicated on the
corresponding acknowledgment of receipt; or
Schedules to MPA 497 Initials:
Mesa Air Group 40 Buyer_____ Bombardier_____
41
(c) if sent by facsimile on the day indicated by the
acknowledgment or the answer back of the receiver in provable
form.
ARTICLE 18 - INDEMNITY AGAINST PATENT INFRINGEMENT
18.1 In the case of any actual or alleged infringement of any Canadian or
United States patent or, subject to the conditions and exceptions set
forth below, any patent issued under the laws of any other country in
which Buyer from time to time may lawfully operate the Aircraft ("Other
Patents"), by the Aircraft, or by any system, accessory, equipment or
part installed in such Aircraft at the time title to such Aircraft
passes to Buyer, Bombardier shall indemnify, protect and hold harmless
Buyer from and against all claims, suits, actions, liabilities, damages
and costs resulting from the infringement, excluding any incidental or
consequential damages (which include without limitation loss of revenue
or loss of profit) and Bombardier shall, at its option and expense:
(a) procure for Buyer the right under such patent to use such
system, accessory, equipment or part without charge to Buyer;
or
(b) replace such system, accessory, equipment or part with one of
the similar nature and quality that is non-infringing; or
(c) modify such system, accessory, equipment or part to make same
non-infringing in a manner such as to keep it otherwise in
compliance with the requirements of this Agreement.
Bombardier's obligation hereunder shall extend to Other Patents only if
from the time of design of the Aircraft, system, accessory, equipment
or part until the alleged infringement claims are resolved:
(d) in such other country and the country in which the Aircraft is
permanently registered have ratified and adhered to and are at
the time of the actual or alleged infringement contracting
parties to the Chicago Convention on International Civil
Aviation of December 7, 1944 and are fully entitled to all
benefits of Article 27 thereof; and
(e) in such other country and the country of registration shall
each have been a party to the International Convention for the
Protection of Industrial Property (Paris Convention) or have
enacted patent laws which recognize and give adequate
protection to inventions made by the nationals of other
countries which have ratified, adhered to and are contracting
parties to both of the forgoing conventions.
18.2 The foregoing indemnity does not apply to BFE, or to avionics,
engines or any system, accessory, equipment or part that was
not manufactured to
Schedules to MPA 497 Initials:
Mesa Air Group 41 Buyer_____ Bombardier_____
42
Bombardier's detailed design or to any system, accessory,
equipment or part manufactured by a third party to
Bombardier's detailed design without Bombardier's
authorization.
18.3 Buyer's remedy and Bombardier's obligation and liability under this
Article are conditional upon (i) Buyer giving Bombardier written notice
within ten (10) days after Buyer receives notice of a suit or action
against Buyer alleging infringement or within twenty (20) days after
Buyer receives any other written claim of infringement (ii) Buyer uses
reasonable efforts in full cooperation with Bombardier to reduce or
mitigate any such expenses, damages, costs or royalties involved, and
(iii) Buyer furnishes promptly to Bombardier copies of all data, papers
and records in its possession or control necessary or useful to resist
and defend against such claim or suit and requested by Bombardier.
Bombardier may at its option conduct negotiations with any party
claiming infringement and may intervene in any suit or action. Whether
or not Bombardier intervenes, Bombardier shall be entitled at any stage
of the proceedings to assume or control the defense provided in doing
so that Bombardier also assumes all costs and expenses (including
reasonable attorneys fees) associated with such defense. Buyer's remedy
and Bombardier's obligation and liability are further conditional upon
Bombardier's prior approval of Buyer's payment or assumption of any
liabilities, expenses, damages, royalties or costs for which Bombardier
may be held liable or responsible.
18.4 THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BOMBARDIER AND REMEDIES
OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO
BE IN LIEU OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES,
RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND
LIABILITIES OF BOMBARDIER AND OF ITS AFFILIATES AND ALL OTHER RIGHTS,
REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INCIDENTAL
OR CONSEQUENTIAL, OF BUYER AGAINST BOMBARDIER AND ITS AFFILIATES
EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR ANY INSTALLED
SYSTEM, ACCESSORY, EQUIPMENT OR PART.
ARTICLE 19 - LIMITATION OF LIABILITY AND INDEMNIFICATION
19.1 BOMBARDIER SHALL HAVE NO OBLIGATION OR LIABILITY (AT LAW OR IN EQUITY),
WHETHER ARISING IN CONTRACT (INCLUDING WITHOUT LIMITATION, WARRANTY),
IN TORT
Schedules to MPA 497 Initials:
Mesa Air Group 42 Buyer_____ Bombardier_____
43
(INCLUDING THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT PRODUCTS
LIABILITY OF BOMBARDIER OR ITS AFFILIATES), OR OTHERWISE, FOR LOSS OF
USE, REVENUE OR PROFIT OR FOR ANY OTHER INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR WHATSOEVER.
19.2 [***] ANNEX B HERETO EXCLUSIVELY SETS FORTH BOMBARDIER'S POST DELIVERY
OBLIGATIONS WITH RESPECT TO ANY NON-CONFORMANCE OF THE AIRCRAFT WITH
THE SPECIFICATION OR ANY DEFECT IN THE AIRCRAFT.
[***] THERE ARE NO UNDERSTANDINGS, REPRESENTATIONS, CONDITIONS OR
WARRANTIES, EXPRESS OR IMPLIED, BETWEEN THE PARTIES WITH RESPECT TO ANY
NON-CONFORMANCE OF THE AIRCRAFT WITH THE SPECIFICATION OR ANY DEFECT IN
THE AIRCRAFT OR ANY DEFECT IN ANY OTHER THING DELIVERED UNDER THIS
AGREEMENT.
19.3 THE WARRANTY AND SERVICE LIFE POLICY PROVIDED IN ANNEX B TO THIS
AGREEMENT AND THE OBLIGATIONS AND LIABILITIES OF BOMBARDIER UNDER THE
AFORESAID WARRANTY AND SERVICE LIFE POLICY ARE ACCEPTED BY BUYER TO BE
EXCLUSIVE AND IN LIEU OF, AND BUYER HEREBY WAIVES, RELEASES AND
RENOUNCES ALL OTHER REMEDIES, WARRANTIES, GUARANTEES, OBLIGATIONS,
REPRESENTATIONS OR LIABILITIES, EXPRESS OR IMPLIED, OF BOMBARDIER AND
ITS AFFILIATES WITH RESPECT TO DEFECTS IN EACH AIRCRAFT OR PART
THEREOF, PRODUCT, DOCUMENT OR SERVICE DELIVERED OR PROVIDED UNDER THIS
AGREEMENT, ARISING IN FACT, IN LAW, IN CONTRACT, IN TORT, OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION,
A. ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OR ANY
IMPLIED CONDITION;
B. ANY IMPLIED WARRANTY OR CONDITION ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
C. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT,
WHETHER OR NOT ARISING FROM THE ACTIVE, PASSIVE OR IMPUTED
NEGLIGENCE OF BOMBARDIER OR
Schedules to MPA 497 Initials:
Mesa Air Group 43 Buyer_____ Bombardier_____
44
ITS AFFILIATES, BY REASON OF THE DESIGN, MANUFACTURE, SALE,
REPAIR, LEASE OR USE OF THE AIRCRAFT OR PRODUCT AND SERVICES
DELIVERED UNDER THIS AGREEMENT; AND
D. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF
OR DAMAGE TO ANY AIRCRAFT, ANY BOMBARDIER PARTS, ANY POWER
PLANT PARTS, ANY VENDOR PARTS, ANY SPARE PARTS OR ANY
TECHNICAL DATA.
19.4 BUYER HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
BOMBARDIER, ITS SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS AND LESSORS,
AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS, AND
EACH OF THEM, FROM AND AGAINST ALL LIABILITIES, CLAIMS, DAMAGES,
LOSSES, COSTS AND EXPENSES FOR LOSS OF OR DAMAGE TO PROPERTY INCLUDING
ANY AIRCRAFT, AND LOSS OF USE THEREOF, OR INJURIES TO OR DEATH OF ANY
AND ALL PERSONS (INCLUDING BUYER'S DIRECTORS, OFFICERS, AGENTS AND
EMPLOYEES BUT EXCLUDING BOMBARDIER'S OR ANY OF BOMBARDIER'S AFFILIATES'
INDIRECTLY OUT OF OR IN CONNECTION WITH ANY AIRCRAFT OR PART THEREOF,
PRODUCT, DOCUMENT OR SERVICE DELIVERED OR PROVIDED UNDER THIS AGREEMENT
WHETHER OR NOT CAUSED BY THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR
STRICT PRODUCTS LIABILITY OF BOMBARDIER, ITS SUBSIDIARIES, AFFILIATES,
SUBCONTRACTORS AND LESSORS, OR THE EMPLOYEES, DIRECTORS, OFFICERS AND
AGENTS OF ANY OF THEM.
[***]
Schedules to MPA 497 Initials:
Mesa Air Group 44 Buyer_____ Bombardier_____
45
ARTICLE 20 - ASSIGNMENT
20.1 Either party may assign, sell, transfer or dispose of (in whole or in
part) any of its rights and obligations hereunder [***] to a wholly
owned subsidiary or, in case of Buyer, affiliate [***] to which Buyer
assigns its America West Express operating obligations, provided that
there is no increase in the liability and/or responsibility of the
non-assigning party and that the assigning party remains jointly and
severally liable with any assignee for the performance of its
obligation under this Agreement. In addition, Buyer shall have the
right to sell, lease, sublease, assign, transfer, convey or dispose of
any or all of the Aircraft and retain or pass through any or all of the
rights, benefits and obligations (including, without limitation, those
pertaining to warranties) provided for in this Agreement [***] without
the prior written consent of Bombardier to any financial institution or
other lender or entity involved in financing the Aircraft for, or
leasing the Aircraft to, Buyer, provided in each case that, (i) Buyer
shall remain jointly and severally liable with the assignee for the
performance of its obligations under this Agreement and (ii) there is
no increase in liability and/or responsibility of Bombardier.
20.2 Except as provided in Article 20.1, Buyer shall not assign, sell,
transfer or dispose of (in whole or in part) any of its rights or
obligations hereunder [***] without Bombardier's prior written consent,
such consent not to be unreasonably withheld. In the event of such
assignment, sale, transfer or disposition Buyer shall remain jointly
and severally liable with any assignee for the performance of all and
any of Buyer's obligations under this Agreement and Bombardier reserves
the right as a condition of its consent to require a reasonable
amendment of one or more of the terms and conditions of this Agreement
and (including for more certainty) the applicable Supplement.
20.3 Notwithstanding Article 20.2 above, Buyer may assign, after transfer of
title of the Aircraft, its rights under this Agreement, save and except
for any rights of Buyer which are expressly stated to be personal to
Buyer, to a third party purchaser of any one of the Aircraft, provided
said third party acknowledges in writing to be bound by the applicable
terms and conditions of this Agreement and provided that there is no
increase to the liability and/or responsibility of Bombardier.
20.4 Bombardier may assign any of its rights to receive money hereunder
without the prior consent of Buyer.
20.5 Notwithstanding the other provisions of this Article 20, Bombardier
shall, at Buyer's cost and expense, if so requested in writing by
Buyer, take any action reasonably required for the purpose of causing
any of the Aircraft to be subjected (i) to, after the Delivery Date, an
equipment trust, conditional sale or lien, or (ii) to another
arrangement for the financing of the Aircraft by Buyer,
Schedules to MPA 497 Initials:
Mesa Air Group 45 Buyer_____ Bombardier_____
46
provided, however, there shall be no increase to the liability and/or
responsibility of Bombardier arising through such financing.
ARTICLE 21 - SUCCESSORS
21.1 This Agreement shall inure to the benefit of and be binding upon each
of Bombardier and Buyer and their respective successors and permitted
assignees.
ARTICLE 22 - APPLICABLE LAWS
22.1 THIS AGREEMENT AND (INCLUDING FOR MORE CERTAINTY) SUPPLEMENTS HERETO
SHALL BE SUBJECT TO AND CONSTRUED IN ACCORDANCE WITH AND THE RIGHTS OF
THE PARTIES SHALL BE GOVERNED BY [***], EXCLUDING THE CHOICE OF LAW
RULES WHICH WOULD APPLY THE LAWS OF ANOTHER JURISDICATION, AND THE
PARTIES HAVE AGREED THAT THE APPLICATION OF THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS HEREBY
EXCLUDED.
22.2 Bombardier's obligations under this Agreement shall be subject to and
apply only to the extent permitted by applicable laws, regulations,
directives and/or orders regarding export controls.
ARTICLE 23 - CONFIDENTIAL NATURE OF AGREEMENT
23.1 This Agreement including any Supplements hereto are confidential
between the parties and shall not, without the prior written consent of
the other party, be disclosed by either party in whole or in part to
any other person or body except as may be necessary for either party to
carry out its obligations under this Agreement.
Except as set forth below, each party shall hold confidential and shall
not reproduce any technical data or information supplied by or on
behalf of the other party or divulge the same to any third party
without the prior written consent of the other party (which consent
shall not be unreasonably delayed or withheld). Except as set forth
below, neither party will disclose the Evaluation Materials (as defined
below) to any third party without the prior written consent of the
other Party (which consent shall not be unreasonably withheld or
delayed). The term "Evaluation Materials" shall mean and include the
respective (i) data, reports, interpretations, forecasts, records,
statements and documents in each case in written, documentary, computer
or electronic form of any kind to the extent they contain information
concerning Bombardier or Buyer, as the case may be, which is not
available to the general public and
Schedules to MPA 497 Initials:
Mesa Air Group 46 Buyer_____ Bombardier_____
47
which the other party or its representatives (including its affiliates,
directors, officers, employees, agents and advisors (including
attorneys, accountants, consultants, bankers and financial advisers of
the party) ("Representatives")) provide or have provided, to the
recipient (the "Recipient") or any of its Representatives for the
purposes of the transactions contemplated by this Agreement (the
"Transactions") and (ii) information, reports, analyses, compilations,
studies, interpretations, forecasts, records or other material prepared
by the Recipient in each case in written, documentary, computer or
electronic form containing, in whole or any part, any Evaluation
Materials. Evaluation Materials may be disclosed to the Representatives
of the Recipient who need to know the information for the purposes of
evaluating and analyzing the Transaction, it being understood that they
will be advised by the Recipient of the confidential nature of such
information and that by receiving such information they are agreeing to
be bound by the terms of this Article 23.
23.2 Except as may be reasonably required for the normal operation,
maintenance, overhaul and repair of the Aircraft, Buyer shall hold
confidential all technical data and information supplied by or on
behalf of Bombardier. Buyer shall not reproduce any technical data or
information or divulge the same to any third party without the prior
written consent of Bombardier.
23.3 Either party may announce the signing of this Agreement by means of a
notice to the press provided that the content and date of the notice
has been agreed to by the other party.
23.4 In the event Buyer now or hereafter has a class of securities
registered under Section 12(b) or 12(g) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or is subject to the
reporting requirements of Section 15(d) thereof, or Buyer proposes to
effect an offering of securities registered under the Securities Act of
1933, as amended (the "Securities Act"), and in any such case, Buyer
reasonably determines, based upon the advice of counsel that this
Agreement or a Supplement hereto is a "material contract" as described
in Item 601 of Regulations S-K, and is required to be filed as an
exhibit to a registration statement under the Securities Act or a
periodic report under the Exchange Act, Buyer shall notify Bombardier,
by written notice, at least thirty (30) days prior to the date of such
anticipated filing of such determination and the reasons therefor, and
shall use its reasonable efforts to work with Bombardier to prepare and
file with the Securities and Exchange Commission (the "Commission") a
request for confidential treatment pursuant to Rule 24b-2 under the
Exchange Act or Rule 406 under the Securities Act, as the case may be,
with respect to information in this Agreement, and such other
information as Bombardier may reasonably request.
Subject to compliance with the foregoing, and notwithstanding the other
provisions of this Article, this Agreement and the Supplements hereto
may be
Schedules to MPA 497 Initials:
Mesa Air Group 47 Buyer_____ Bombardier_____
48
filed as exhibits to such registration statement or periodic report to
the extent required by the Commission and such filing shall not
constitute a breach hereof by Buyer. Any of the information that is
required to be kept confidential pursuant to the provisions of Articles
23.1 and 23.2 (the "Confidential Information") may be disclosed to the
extent such information is information that (a) at the time of the
disclosure is publicly available or becomes publicly available through
no act or omission of the party having a confidentiality obligation
under this Agreement, (b) may be reasonably necessary for either party
to carry out its obligations or enforce its rights under this
Agreement, (c) is independently and lawfully acquired or developed by
such disclosing party, (d) is disclosed despite the exercise of
reasonable care which shall be at least the same degree of care as such
party takes to safeguard comparable confidential information of its
own, (e) is required to be disclosed for the operation, maintenance,
overhaul or repair of the Aircraft provided the recipient agrees to
hold same in confidence and to use same only for the purposes stated
above, (f) is required to be disclosed by Buyer by any lending or
financial institution or leasing company or other participant in any
equipment trust, conditional sale, lease, security agreement, chattel
mortgage or other arrangement for the financing or use of the Aircraft
by Buyer or for the financing of any of Buyer's obligations under this
Agreement, (g) is disclosed as required by court order or as otherwise
required by law (including federal securities laws), on the condition
that prompt notice of the requirement for such disclosure is given to
the other party prior to making any disclosure unless impossible (this
phrase only applies with respect to this subsection (g)), (h) as may be
reasonably required by Bombardier for purposes of analytical or
technical product support, improvement or enhancement of customer
support services, (i) is disclosed to independent auditors, accountants
or attorneys of the disclosing party who shall be advised of the
confidential nature of same, or (j) is disclosed to the disclosing
Party by a third party that did not acquire the information under an
obligation of confidentiality. This Article shall survive until the
latter of (i) the complete performance by Buyer of its obligation
hereunder or (ii) two (2) years from February 5, 2001.
Schedules to MPA 497 Initials:
Mesa Air Group 48 Buyer_____ Bombardier_____
49
ARTICLE 24 - AGREEMENT
24.1 This Agreement and the matters referred to herein constitute the entire
agreement between Bombardier and Buyer with respect to the Bombardier
products governed by the applicable Supplements and supersede and
cancel all prior representations, brochures, alleged warranties,
statements, negotiations, undertakings, letters, memoranda of
agreement, proposals, acceptances, agreements, understandings,
contracts and communications, whether oral or written, between
Bombardier and Buyer or their respective agents, with respect to or in
connection with the subject matter of this Agreement and any matters
ancillary thereto and no agreement or understanding varying the terms
and conditions hereof shall be binding on either Bombardier or Buyer
hereto unless an amendment to this Agreement is issued and duly signed
by their respective authorized representatives. In the event of any
inconsistencies between this Agreement and a Supplement or other
documents referred to herein, the provisions of the Supplement shall
prevail.
24.2 If any of the provisions of this Agreement are for any reason declared
by judgment of a court of competent jurisdiction to be unenforceable or
ineffective, those provisions shall be deemed severable from the other
provisions of this Agreement and the remainder of this Agreement shall
remain in full force and effect.
24.3 THE BENEFIT OF THE WAIVER, RELEASE, RENUNCIATION AND EXCLUSION OF
LIABILITY IN EACH OF ARTICLES 12.5, 16, 18.4, 19, [***] EXTENDS ALSO TO
THE OTHER DIVISIONS, OTHER SUBSIDIARIES, AND OTHER AFFILIATES OF
BOMBARDIER INC. (COLLECTIVELY THE "BOMBARDIER GROUP") AND TO THE
OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES OF THE BOMBARDIER
GROUP, ON WHOSE BEHALF AND FOR WHOSE BENEFIT BOMBARDIER IS, FOR
PURPOSES OF THIS ARTICLE 24.3, ACTING AS AGENT AND TRUSTEE.
24.4 Bombardier and Buyer confirm to each other they have each obtained the
required authorizations and fulfilled any conditions applicable to
enable each of them to enter into this Agreement.
24.5 Buyer and Bombardier agree that this Agreement has been the subject of
discussion and negotiation and is fully understood by the parties
hereto and that the other mutual agreements of the parties set forth
herein were arrived at in consideration of the provisions contained in
Articles 12.5, 16, 18.4, 19, Annex A Article 2.9.4.5 and Annex B
Article 5.1.
Schedules to MPA 497 Initials:
Mesa Air Group 49 Buyer_____ Bombardier_____
50
In witness whereof this Agreement was signed on the date first set forth above:
For and on behalf of For an on behalf of
BUYER BOMBARDIER INC.
Bombardier Aerospace
REGIONAL AIRCRAFT
Signed: ______________________ Signed:______________________
Name: Jonathan Ornstein Name: Anne H. Woodyatt
Chairman and CEO Director of Contracts,
Americas
Schedules to MPA 497 Initials:
Mesa Air Group 50 Buyer_____ Bombardier_____
51
APPENDIX 1
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
Schedules to MPA 497 Initials:
Mesa Air Group 51 Buyer_____ Bombardier_____
52
EXHIBIT I TO MASTER PURCHASE AGREEMENT NO. PA 497
CERTIFICATE OF ACCEPTANCE
The undersigned hereby acknowledges on behalf of Buyer that the
Aircraft bearing manufacturer's serial number ____________________
fitted with two (2) /General Electric CF-34-3A1/3B1/8C1 turbofan
engines bearing serial numbers _____________________ and
__________________ is accepted for all purposes of this Agreement
signed on the day of , 20 between Bombardier Aerospace, Regional
Aircraft and Buyer.
Place: Date:
________________________ ________________________
SIGNED FOR AND ON BEHALF OF
[BUYER'S NAME]
Per:
________________________
Title:
________________________
Schedules to MPA 497 Initials:
Mesa Air Group 52 Buyer_____ Bombardier_____
53
EXHIBIT II TO MASTER PURCHASE AGREEMENT NO. PA 497
BILL OF SALE
1. FOR VALUABLE CONSIDERATION, BOMBARDIER AEROSPACE, REGIONAL AIRCRAFT,
OWNER OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED
AS FOLLOWS:
ONE CANADAIR REGIONAL JET MODEL /CL-600-2B19/CL-600-2C10/
AIRCRAFT BEARING:
MANUFACTURER'S SERIAL NO.:
_________________________, WITH:
CF34-3A1/3B1/8C1 ENGINES SERIAL
NOS.:_________________________, AND
AUXILIARY POWER UNIT NO.:
__________________________
DOES THIS DAY OF 20 HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHT, TITLE AND INTEREST IN AND TO SUCH AIRCRAFT UNTO:
[BUYER'S NAME].
BY VIRTUE OF THE EXECUTION OF THIS BILL OF SALE, BOMBARDIER HEREBY
DIVESTS ITSELF OF ALL ITS RIGHT, TITLE AND INTEREST OF ANY KIND IN THE
AIRCRAFT, IN FAVOUR OF BUYER.
BOMBARDIER WARRANTS TO BUYER, ITS SUCCESSORS AND ASSIGNS THAT ON THE
DATE HEREOF IT IS THE LAWFUL OWNER OF GOOD, VALID AND MARKETABLE TITLE
IN AND TO THE AIRCRAFT AND HAS GOOD RIGHT TO SELL THE SAME AND THAT
SUCH TITLE TO THE AIRCRAFT IS ON THE DATE HEREOF FREE AND CLEAR OF ALL
CLAIMS, LIENS, ENCUMBRANCES AND RIGHTS OF OTHERS OF ANY NATURE
WHATSOEVER (OTHER THAN THOSE CREATED BY OR THROUGH BUYER) AND THAT
BOMBARDIER WILL DEFEND SUCH TITLE FOREVER AGAINST SUCH CLAIMS, LIENS,
ENCUMBRANCES AND RIGHTS OF OTHERS OF ANY NATURE WHATSOEVER (OTHER THAN
THOSE CREATED BY OR THROUGH BUYER).
THIS WARRANTY BILL OF SALE, AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
Schedules to MPA 497 Initials:
Mesa Air Group 53 Buyer_____ Bombardier_____
54
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
BUYER:
PLACE: TIME:
__________________ _________________
For and on behalf of
BOMBARDIER INC.
Bombardier Aerospace, Regional Aircraft
Per:
____________________
Title:
____________________
Schedules to MPA 497 Initials:
Mesa Air Group 54 Buyer_____ Bombardier_____
55
EXHIBIT III TO MASTER PURCHASE AGREEMENT NO. PA 497
CERTIFICATE OF RECEIPT OF AIRCRAFT
THE UNDERSIGNED HEREBY ACKNOWLEDGES TO HAVE RECEIVED FROM BOMBARDIER
AEROSPACE, REGIONAL AIRCRAFT, AT DORVAL AIRPORT, ADJACENT TO BOMBARDIER'S PLANT
IN DORVAL, PROVINCE OF QUEBEC, CANADA, ON THE _____________ DAY OF
______________ , AT THE HOUR OF _____________ O'CLOCK, ONE (1) / CANADAIR
REGIONAL JET MODEL /CL-600-2B19/CL-600-2C10/ SERIES 100/200/700 AIRCRAFT,
BEARING SERIAL NUMBER ______________, INCLUDING WITH THE AIRCRAFT TWO (2)
/CF34-3A1/3B1/8C1 TURBOFAN ENGINES BEARING MANUFACTURER'S SERIAL NUMBERS
_____________ & __________________ AND OTHER MAJOR REPLACEABLE ACCESSORIES
ATTACHED TO THE AIRCRAFT AND ENGINES.
Signed for and on behalf of
[Buyer's name]:
Per:
______________________
Title:
_________
Schedules to MPA 497 Initials:
Mesa Air Group 55 Buyer_____ Bombardier_____
56
EXHIBIT IV TO THIS AGREEMENT
CHANGE ORDER
(PRO FORMA)
CONTRACT CHANGE ORDER
PURCHASER:
PURCHASE AGREEMENT NO.: AIRCRAFT TYPE:
C.C.O. NO.: DATED:
PAGE __ of __
REASON FOR CHANGE:
================================================================================
DESCRIPTION OF CHANGE:
ALL OTHER TERMS AND CONDITIONS OF THIS AGREEMENT WILL REMAIN UNCHANGED
FOR ADMINISTRATIVE PURPOSES ONLY, A CONSOLIDATION OF THE AMENDMENTS CONTAINED IN
THIS CCO IS ATTACHED. IN THE EVENT OF INCONSISTENCIES BETWEEN THE CONSOLIDATION
AND THIS CCO, THIS CCO SHALL PREVAIL.
================================================================================
FOR AND ON BEHALF OF: FOR AND ON BEHALF OF:
Bombardier Aerospace [BUYER]
Regional Aircraft
Signed: _______________________ Signed: _____________________
Date: _______________________ Date: ___________________
Schedules to MPA 497 Initials:
Mesa Air Group 56 Buyer_____ Bombardier_____
57
SECTION III
OF
MASTER PURCHASE AGREEMENT NO. PA 497
SCHEDULES
Schedules to MPA 497 Initials:
Mesa Air Group 57 Buyer_____ Bombardier_____
58
1.0 [***]
2.0 [***]
2.1 [***]
2.2 [***]
2.3 [***]
3.0 [***]
4.0 [***]
5.0 [***]
6.0 [***]
7.0 The financing provided pursuant to this Schedule 1 may not be assigned or
otherwise disposed of by Buyer except (i) to an airline affiliate of Buyer where
Buyer remains liable for the obligations under this Agreement, (ii) by operation
of law through merger with or into another carrier provided that in any event no
Material Adverse Change would result.
Schedules to MPA 497 Initials:
Mesa Air Group 58 Buyer_____ Bombardier_____
59
SCHEDULE 2
[***]
1.0 [***]
a) [***]
2.0 [***]
3.0 [***]
4.0 [***]
Schedules to MPA 497 Initials:
Mesa Air Group 59 Buyer_____ Bombardier_____
60
SCHEDULE 3
AIRWORTHINESS DIRECTIVES/SERVICE BULLETINS
[***]
[***]
[***]
[***]
Schedules to MPA 497 Initials:
Mesa Air Group 60 Buyer_____ Bombardier_____
61
SUPPLEMENT NO. PA-497-1
TO
MASTER PURCHASE AGREEMENT NO. PA-497
BETWEEN
BOMBARDIER INC.
AND
MESA AIR GROUP, INC.
This Supplement when accepted and agreed to by Mesa Air Group, Inc. (the
"Buyer") will become part of the Master Purchase Agreement No. PA-497 entered
into between BOMBARDIER INC., a Canadian corporation represented by Bombardier
Aerospace, Regional Aircraft having offices at 123 Garratt Boulevard, Downsview,
Ontario, Canada ("Bombardier") and Mesa Air Group, Inc. ("Buyer") dated the 30th
day of April, 2001 (the "Agreement") and will evidence the further agreement of
the parties with respect to the matters set forth herein.
The provisions of the Agreement shall apply to the Bombardier products purchased
and sold in accordance with this Supplement. All capitalized terms herein,
unless defined herein, shall have the same respective meanings given to them in
the Agreement. This Supplement is subject to the provisions of the Agreement,
all of which are incorporated herein, provided that in the event of any
inconsistency between the provision of the Agreement and the provisions of this
Supplement, the latter shall take precedence.
ARTICLE 1.0 SUBJECT MATTER OF SALE
ARTICLE 1 SUPPLEMENTS TO ARTICLE 2 OF THE AGREEMENT
1.1 CRJ 200 Aircraft
Subject to the provisions of the Agreement and this Supplement, Bombardier
will sell and Buyer will purchase Twenty (20) firm aircraft model
CL-600-2B19 Canadair Regional Jet Series 200 aircraft manufactured
pursuant to Type Specification number RAD-601R-202 issue B dated February
2000 noted in Annex 1 hereto as same may be modified from time to time in
accordance with the Agreement and this Supplement (the "Specification") as
supplemented to reflect the incorporation of the Buyer selected optional
features ("Buyer Selected Optional Features") set forth in Annex 1 and 2
hereto. This Supplement shall also apply to all option aircraft model
CL-600-2B19 Canadair Regional Jet Series 200 aircraft purchased in
accordance with Annex 3 of this Supplement 1 (the firm
1
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
62
aircraft and the option aircraft referred to in this Article 1.1
hereinafter collectively referred to as the "Aircraft").
ARTICLE 2.0 PRICE
ARTICLE 2 SUPPLEMENTS ARTICLE 4 OF THE AGREEMENT.
2.1 (a) The base price for each of the CRJ 200 Aircraft (excluding the
Buyer Selected Optional Features) Ex Works (Incoterms 2000)
Bombardier's facilities in Dorval, Quebec is [***]dollars.
(b) The base price of the Buyer Selected Optional Features for the CRJ
200 is [***] dollars.
The Aircraft base price for the CRJ 200 Aircraft shall be the base
price for the Aircraft as stated in paragraph 2.1 (a), plus the base
price of the Buyer Selected Optional Features as stated in paragraph
2.1 (b) ("CRJ 200 Base Price").
2.2 The price of the CRJ 200 Aircraft on the Scheduled Delivery Date shall
be the CRJ 200 Base Price adjusted for changes made pursuant to Article
11 (only with respect to those changes for which a price adjustment is
permitted) of the Agreement and any Non-CRJ Regulatory Changes pursuant
to Article 8A of the Agreement, and further adjusted to the Delivery
Date to reflect economic fluctuations during the period from [***] to
the Delivery Date of each Aircraft ("Aircraft Purchase Price"). Such
adjustments shall be in accordance [***] and (ii) in the case of a
Non-Excusable Delay, [***] ; and provided further that when adjusted,
the Aircraft Purchase Price shall in no case be lower than the CRJ 200
Base Price, as stipulated in Article 2.1 herein.
2
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
63
ARTICLE 3.0 DELIVERY PROGRAM
ARTICLE 3 SUPPLEMENTS ARTICLE 6 OF THE AGREEMENT.
3.1 The Aircraft set forth in Column 1 shall be offered for inspection and
acceptance to Buyer at Bombardier's facility in Montreal, Quebec during
the months set forth in Column 2 (the "Scheduled Delivery Dates").
COLUMN # 1 COLUMN # 2
First CRJ 200 Firm Aircraft [***] [***]
Second CRJ 200 Firm Aircraft [***] [***]
Third CRJ 200 Firm Aircraft [***] [***]
Fourth CRJ 200 Firm Aircraft [***] [***]
Fifth CRJ 200 Firm Aircraft [***] [***]
Sixth CRJ 200 Firm Aircraft [***] [***]
Seventh CRJ 200 Firm Aircraft [***] [***]
Eighth CRJ 200 Firm Aircraft [***] [***]
Ninth CRJ 200 Firm Aircraft [***] [***]
Tenth CRJ 200 Firm Aircraft [***] [***]
Eleventh CRJ 200 Firm Aircraft [***] [***]
Twelfth CRJ 200 Firm Aircraft [***] [***]
Thirteenth CRJ 200 Firm Aircraft [***] [***]
Fourteenth CRJ 200 Firm Aircraft [***] [***]
Fifteenth CRJ 200 Firm Aircraft [***] [***]
Sixteenth CRJ 200 Firm Aircraft [***] [***]
Seventeenth CRJ 200 Firm Aircraft [***] [***]
Eighteenth CRJ 200 Firm Aircraft [***] [***]
Nineteenth CRJ 200 Firm Aircraft [***] [***]
Twentieth CRJ 200 Firm Aircraft [***] [***]
3
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
64
ARTICLE 4.0 DELIVERY DELAYS
ARTICLE 4 SUPPLEMENTS ARTICLES 9 AND 14 OF THE AGREEMENT.
4.1 If delivery of the CRJ 200 Aircraft is delayed [***] or by causes not
excused under Article 13.1 of the Agreement, Bombardier shall pay
liquidated damages as set forth in Article 9.6 or Article 14, as
applicable, as calculated therein, in the amount of [***] for each day
of delay to a maximum of [***] for any such delayed Aircraft.
ARTICLE 4.2 SUPPLEMENTS ARTICLE 14.1 OF THE AGREEMENT.
4.2 The grace period referred to in Article 14.1 of the Agreement is [***]
business days from the Readiness Date.
4
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
65
ARTICLE 5.0 SPARE PARTS
For a period of [***] years beginning on the date of delivery of the first
Aircraft, Bombardier shall provide to Buyer a discount from the Bombardier Spare
Parts Catalogue list prices for all purchases by Buyer of not less than [***]
below list price.
5
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
66
ANNEX 1
SPECIFICATION
NUMBER RAD-601R-202 REV. B
FEBRUARY 2000
6
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
67
ANNEX 2
BUYER SELECTED OPTIONAL FEATURES
CR NO. ITEM DESCRIPTION
- ------ ----------------
CR# TITLE JULY 1/00 USD
00-015 MTOW - 53,000 lb (Long Range Version) [***]
00-312 Additional Take Off Flap Setting - 8 Deg [***]
00-313 Certification - FAA (Collins Strapping) [***]
11-300 Paint Scheme - Complex / Multiple [***]
23-350 SELCAL - Single System (Coltec) [***]
23-371 Datalink - Provisions For Allied Signal System [***]
25-03-201 Interior Finish & Decor - Custom Carpets [***]
25-03-202 Interior Finish & Decor - Custom Curtains [***]
25-03-203 Interior Finish & Decor - Custom Bulkheads [***]
25-22-301 PAX Seat - In-Arm Meal Trays In Front Row [***]
25-22-303 PAX Seat - Leather Dress Covers (25 Seat Pairs) [***]
25-22-304 PAX Seat - Recline Feature [***]
25-23-301 Flight Attendant #2 - Aft Folding Seat With
Intercom [***]
25-24-301 Entrance Stowage Compartment - Galley Insert
Provisions [***]
25-31-306 G1 Galley - Stowable Work Shelf [***]
25-31-304 G1 Galley - Provisions For Snack & Hot Beverage
Service [***]
25-34-302 Stowage Unit - ATLAS Std (Qty 9) [***]
25-34-303 Trolley - Waste, ATLAS Std Half Size (Qty 1) [***]
25-34-311 Beverage Maker -ATLAS Std (Tia, Qty 2) [***]
25-359 Baggage - Temperature Control In Compartment [***]
31-340 FDR - 128 WPS DFDR (L3Comm) [***]
33-003 Lights - Red Beacon [***]
34-024 VOR Antennas - Painted [***]
34-328 GPWS - Enhanced (Allied Signal) [***]
34-335 FMS - Single, ACARS Compatible (Collins FMS-4200) [***]
34-350 GPS - Single (Collins GPS-4000) [***]
34-360 Radio Altimeter - Second (Collins) [***]
34-362 Altimeter - Baro Setting Reminder [***]
35-006 Oxygen - PAX Extended Duration Chemical Generator [***]
38-313 Water - 8 US Gal.Tank [***]
79-201 Engine Oil-Remote Replacement System [***]
21-209 Air Conditioning-Ground Cart Connection [***]
3 Headsets
TOTAL TECHNICAL FEATURES [***]
7
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
68
ANNEX 3
OPTION AIRCRAFT
1.0 Bombardier hereby agrees to grant Buyer the option to purchase an
additional Twenty (20) CRJ 200 Aircraft as described in Article 1 of
this Supplement (the "Option Aircraft") for the benefit of Buyer under
the following general conditions:
1.1 The price for each of the CRJ 200 Option Aircraft ("CRJ 200
Option Aircraft Purchase Price") shall be the [***] but when
adjusted, the CRJ 200 Option Aircraft Purchase Price shall in
no case be lower than the CRJ 200 Base Price, as stipulated in
Article 2.1 herein.
1.2 Buyer shall exercise its right to purchase the CRJ 200 Option
Aircraft by providing to Bombardier with a definitive
irrevocable written notice of exercise no later than [***]
prior to the Scheduled Delivery Month of the first CRJ 200
Option Aircraft (the "Exercise Date") accompanied by the
Option Deposit (as defined in Article 1.3 herein) for the
applicable CRJ 200 Option Aircraft. The option to purchase the
applicable Option Aircraft shall become null and void in the
event Buyer fails to give such notice of exercise by the
Exercise Date.
1.3 Buyer shall pay to Bombardier a deposit of [***] for the
applicable CRJ 200 Option Aircraft (the "Option Deposit") on
the exercise of the option for such CRJ 200 Option Aircraft.
1.4 The Scheduled Delivery Months of the Option Aircraft are as
follows:
First CRJ 200 Option Aircraft [***] [***]
Second CRJ 200 Option Aircraft [***] [***]
Third CRJ 200 Option Aircraft [***] [***]
Fourth CRJ 200 Option Aircraft [***] [***]
Fifth CRJ 200 Option Aircraft [***] [***]
Sixth CRJ 200 Option Aircraft [***] [***]
Seventh CRJ 200 Option Aircraft [***] [***]
Eighth CRJ 200 Option Aircraft [***] [***]
Ninth CRJ 200 Option Aircraft [***] [***]
Tenth CRJ 200 Option Aircraft [***] [***]
Eleventh CRJ 200 Option Aircraft [***] [***]
Twelfth CRJ 200 Option Aircraft [***] [***]
Thirteenth CRJ 200 Option Aircraft [***] [***]
Fourteenth CRJ 200 Option Aircraft [***] [***]
Fifteenth CRJ 200 Option Aircraft [***] [***]
Sixteenth CRJ 200 Option Aircraft [***] [***]
8
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
69
Seventeenth CRJ 200 Option Aircraft [***] [***]
Eighteenth CRJ 200 Option Aircraft [***] [***]
Nineteenth CRJ 200 Option Aircraft [***] [***]
Twentieth CRJ 200 Option Aircraft [***] [***]
2.0 Upon exercise of Buyer's right to purchase the CRJ 200 Option Aircraft,
the parties shall deem all definitions, terms and conditions of the
Agreement and this Supplement as being applicable to the purchase of
the CRJ 200 Option Aircraft, unless expressly noted otherwise.
3.0 [***]
4.0 The provisions of this Annex are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
5.0 This Annex constitutes an integral part of the Supplement and is
subject to the terms and conditions contained therein.
9
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
70
ANNEX 4
AIRCRAFT CREDIT MEMORANDUM
1.0 Bombardier shall issue to Buyer a credit memorandum in the amount of
[***] (the "CRJ 200 Credit Memorandum") expressed in [***] United
States Dollars, concurrent with the actual delivery and the payment in
full of the balance of the CRJ 200 Aircraft purchase price payable on
delivery of each CRJ 200 Aircraft (as reduced by the amount of the CRJ
200 Credit Memorandum). The CRJ 200 Credit Memorandum shall be adjusted
to the date of delivery to reflect economic fluctuations during the
period from [***] to the respective delivery date of the applicable CRJ
200 Aircraft. [***] to the Agreement.
2.0 [***]
3.0 The provisions of this Annex are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
4.0 This Annex constitutes an integral part of the Supplement and is
subject to the terms and conditions contained therein.
5.0 Should there be any inconsistency between this Annex and the Agreement
and/or the Supplement with respect to the subject matter covered by the
terms hereof, then this Annex shall prevail
10
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
71
ANNEX 5
INTENTIONALLY LEFT BLANK
11
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
72
ANNEX 6
CRJ 200 AIRCRAFT PERFORMANCE GUARANTEES
1.0 AIRCRAFT CONFIGURATION
The guarantees listed below are based on the Aircraft configuration as
defined in Canadair Customized Type Specification RAD-601R-123 Issue
NC, and equipped with GE CF34-3B1 engines as defined in GE Engines
Specification E1271A. The weight data corresponds to the [***] MTOW
design weight option and includes the weight changes associated with
the centre-wing fuel tank. Appropriate adjustments shall be made for
changes in configuration approved by the Buyer and BRAD or otherwise
allowed by the Purchase Agreement which cause changes to the
performance of the Aircraft.
2.0 AIRPORT CONDITIONS
All maximum take-off weight calculations are based on the aircraft
configuration and runway conditions described below:
- Take-off with zero bleed, APU off
- APR armed - Dry runway (no reverse thrust)
- Balanced field length when optimum
- Wind : 0 kts
- Clearway : 0 ft
- Stopway : 0 ft
- Flaps : optimum 8 or 20 deg
- Line-up allowance : 82 ft
- Obstacles are defined from start of runway
Airport : PHX, PHOENIX SKY HARB
Runway : generic
Slope : 0.000 %
TORA : 11000 ft
Elev. : 1133 ft
Temper. : 110.1 degF (43.40 degC)
Obst. : none
Airport : DSM, DES MOINES INTL
Runway : generic
Slope : 0.000 %
TORA : 9000 ft
Elev. : 957 ft
Temper. : 90 degF (32.20 degC)
12
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
73
Obst. : none
Airport : FAT, FRESNO
Runway : generic
Slope : 0.000 %
TORA : 9220 ft
Elev. : 333 ft
Temper. : 90 degF (32.20 degC)
Obst. : none
Airport : BHM, BIRMINGHAM MUNICIP.
Runway : 23
Slope : 0.200 % downhill
TORA : 8229 ft
Elev. : 644 ft
Temper. : 90 degF (32.20 degC)
Obst. : # distance (ft) height (ft)
1 9219 -10
2 13294 68
3 15722 120
Airport : BUF, GREATER BUFFALO INT.
Runway : 23
Slope : 0.400 % downhill
TORA : 8100 ft
Elev. : 724 ft
Temper. : 90 degF (32.30 degC)
Obst. : # distance (ft) height (ft)
1 8576 -47
2 8671 -36
3 9275 -27
4 9623 -2
5 10351 -1
6 10643 3
7 11510 19
Airport : BZN, GALLATIN FIELD
Runway : 30
Slope : 0.200 % downhill
TORA : 9003 ft
Elev. : 4474 ft
Temper. : 90 degF (32.20 degC)
Obst. : # distance (ft) height (ft)
1 10295 -11
13
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
74
2 78396 432
3 95194 632
Airport : DAY, COX-DAYTON INTL
Runway : 06L
Slope : 0.000 %
TORA : 10900 ft
Elev. : 1009 ft
Temper. : 90 degF (32.20 degC)
Obst. : # distance (ft) height (ft)
1 12579 1
2 12684 2
3 14173 68
Airport : DEN, DENVER INTL
Runway : 35L
Slope : 0.500 % downhill
TORA : 12000 ft
Elev. : 5431 ft
Temper. : 90 degF (32.20 degC)
Obst. : none
Airport : DRO, DURANGO
Runway : 20
Slope : 0.760 % downhill
TORA : 9200 ft
Elev. : 6685 ft
Temper. : 90 degF (32.30 degC)
Obst. : # distance (ft) height (ft)
1 9505 -61
2 24193 -41
3 30318 -16
Airport : EGE, EAGLE CO REGL
Runway : 07
Slope : 1.000 % uphill
TORA : 8000 ft
Elev. : 6535 ft
Temper. : 90 degF (32.30 degC)
Obst. : # distance (ft) height (ft)
1 14961 349
2 16982 484
3 22461 844
4 34416 933
14
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
75
5 46044 1045
6 49410 1353
Airport : ELP, EL PASO
Runway : 22
Slope : 0.250 % downhill
TORA : 11011 ft
Elev. : 3956 ft
Temper. : 90 degF (32.30 degC)
Obst. : none
Airport : FAR, HECTOR INTL
Runway : 35
Slope : 0.000 %
TORA : 9545 ft
Elev. : 900 ft
Temper. : 90 degF (32.20 degC)
Obst. : # distance (ft) height (ft)
1 10994 2
2 11142 11
3 11539 12
Airport : GRR, KENT CO INTL
Runway : 26L
Slope : 0.000 %
TORA : 10000 ft
Elev. : 794 ft
Temper. : 90 degF (32.20 degC)
Obst. : # distance (ft) height (ft)
1 34298 120
Airport : GSO, PIEDMONT TRIAD INTL
Runway : 05
Slope : 0.200 % downhill
TORA : 10000 ft
Elev. : 926 ft
Temper. : 90 degF (32.30 degC)
Obst. : # distance (ft) height (ft)
1 10942 -7
Airport : GTF, GREAT FALLS INT'L AP
Runway : 03
Slope : 0.100 % downhill
15
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
76
TORA : 10500 ft
Elev. : 3674 ft
Temper. : 90 degF (32.20 degC)
Obst. : # distance (ft) height (ft)
1 34275 445
Airport : HSV, HUNTSVILLE INT-JONES
Runway : 18L
Slope : 0.200 % downhill
TORA : 10000 ft
Elev. : 630 ft
Temper. : 90 degF (32.30 degC)
Obst. : # distance (ft) height (ft)
1 41916 182
2 81408 432
Airport : JAN, JACKSON INTL
Runway : 15L
Slope : 0.500 % uphill
TORA : 8500 ft
Elev. : 346 ft
Temper. : 90 degF (32.20 degC)
Obst. : # distance (ft) height (ft)
1 15433 188
Airport : MSN, DANE CO REG'L/TRUAX
Runway : 36
Slope : 0.000 %
TORA : 9003 ft
Elev. : 862 ft
Temper. : 90 degF (32.20 degC)
Obst. : # distance (ft) height (ft)
1 9603 3
2 10105 11
3 10210 24
4 10548 42
5 54574 180
16
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
77
Airport : MSO, MISSOULA INTL
Runway : 11
Slope : 0.100 % uphill
TORA : 9500 ft
Elev. : 3201 ft
Temper. : 90 degF (32.30 degC)
Obst. : # distance (ft) height (ft)
1 9846 10
2 9902 13
3 48038 313
4 48937 482
5 69994 1007
Airport : PNS, PENSACOLA REG'L APT
Runway : 17
Slope : 0.200 % downhill
TORA : 7000 ft
Elev. : 121 ft
Temper. : 90 degF (32.30 degC)
Obst. : # distance (ft) height (ft)
1 8100 -11
2 9000 -10
3 17116 58
Airport : RDU, RALEIGH-DURHAM INTL
Runway : 05L
Slope : 0.400 % uphill
TORA : 10000 ft
Elev. : 436 ft
Temper. : 90 degF (32.20 degC)
Obst. : # distance (ft) height (ft)
1 11473 48
2 12556 81
3 12848 94
17
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
78
Airport : ROC, GREATER ROCHESTER
Runway : 22
Slope : 0.400 % downhill
TORA : 8000 ft
Elev. : 559 ft
Temper. : 90 degF (32.20 degC)
Obst. : # distance (ft) height (ft)
1 9728 9
2 11378 42
3 12628 57
4 141664 427
Airport : SBN, MICHIANA REGL
Runway : 09R
Slope : 0.300 % downhill
TORA : 7100 ft
Elev. : 799 ft
Temper. : 90 degF (32.20 degC)
Obst. : # distance (ft) height (ft)
1 9318 2
2 46591 277
Airport : SDF, STANDIFORD FIELD
Runway : 01
Slope : 0.300 % uphill
TORA : 10000 ft
Elev. : 496 ft
Temper. : 90 degF (32.20 degC)
Obst. : # distance (ft) height (ft)
1 10800 33
2 11162 45
3 12454 82
4 14554 124
5 14826 133
6 15213 137
7 15988 159
8 41598 349
18
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
79
Airport : TYS, MCGHEE TYSON
Runway : 05L
Slope : 0.900 % uphill
TORA : 9005 ft
Elev. : 981 ft
Temper. : 90 degF (32.30 degC)
Obst. : # distance (ft) height (ft)
1 10358 72
2 11798 101
3 14423 126
Airport : ASE, PITKIN CO/SARDY
Runway : 33
Slope : 1.000 % downhill
TORA : 7000 ft
Elev. : 7815 ft
Temper. : 90 degF (32.20 degC)
Obst. : # distance (ft) height (ft)
1 7723 -24
2 28750 421
3 31950 602
4 37047 1031
5 56759 1747
19
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer_____ Bombardier_____
80
3.0 PERFORMANCE GUARANTEE
3.1 TAKE-OFF PERFORMANCE
FAR take-off field length, at a take-off gross weight of [***], at the
start of ground run, at sea level with zero runway slope, no obstacles,
zero wind, ISA conditions, shall be not more than [***] .
3.2 LANDING PERFORMANCE
FAR landing field length, at a landing weight of [***], sea level, ISA
conditions, no obstacles, zero wind, shall be not more than [***] feet.
3.3 SPEED
Level flight airspeed at [***] lb gross weight (equivalent to [***] %
of Maximum Take-off Weight), at a pressure altitude of [***] feet,
using maximum cruise thrust with A.C.U. bleed only, in ISA+15 degrees C
conditions shall not be less than [***]
3.4 SPECIFIC AIR RANGE
The nautical air miles per pound of fuel in ISA+15 degrees C
conditions, at [***] feet pressure altitude, at an Aircraft gross
weight of [***] lb, at a true Mach number of [***] M shall be not less
than [***] nam/lb.
3.5 MISSION PERFORMANCE
3.5.1 MAXIMUM RANGE GUARANTEE
When operated under the conditions specified below with the fixed
quantities and allowances specified in Article 3.5.3, the maximum
still air range (stage length) shall be not less than [***] nautical
miles ([***] statute miles) when carrying a fixed payload of [***] lb
([***] passengers).
Take-off is at a fixed weight of [***] lb at brake release.
The mission is flown in ISA+15 degrees C conditions throughout.
A fixed allowance of [***] lb of fuel is considered for [***] minutes
take-off and acceleration time to [***] KCAS initial climb speed at
[***] feet above sea level.
Climb is made starting at [***] feet to [***] feet pressure altitude
using a climb speed schedule of [***] KCAS/ [***] M.
Cruise is at [***] feet pressure altitude at an average cruise Mach
number of [***] M. Thrust during cruise is not to exceed maximum
cruise thrust. Step climb is made starting at [***] feet to [***]
feet pressure altitude using a climb speed schedule of [***] KCAS/
[***] M.
Cruise is at [***] feet pressure altitude at an average cruise Mach
number of [***] M. Thrust during cruise is not to exceed maximum
cruise thrust.
20
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
81
Descent is made from [***] feet to [***] feet pressure altitude using
a descent speed schedule of [***] M / [***] KCAS.
3.5.2 BLOCK FUEL GUARANTEES
3.5.2.1 STAGE LENGTH - [***] N.M.
For a mission with an equivalent still air range (stage length) of
[***] nautical miles ([***] statute miles), when operated under the
conditions specified below with the fixed quantities and allowances
specified in Article 3.5.3, the block fuel burnt shall be not more
than [***] lb, based on a block time of [***] minutes, equivalent
to an average fuel consumption of [***] U.S. Gallon per block hour,
when carrying a fixed payload of [***] lb ([***] passengers).
The mission is flown in ISA+15 degrees C conditions throughout.
A fixed allowance of [***] lb of fuel is considered for [***]
minutes take-off and acceleration time to initial climb speed at
[***] feet above sea level.
Climb is made starting at [***] feet to [***] feet pressure
altitude using a climb speed schedule of [***] KCAS/ [***] M.
Cruise is at [***] feet pressure altitude at an average cruise Mach
number of [***] M. Thrust during cruise is not to exceed maximum
cruise thrust.
Descent is made from [***] feet to [***] feet pressure altitude
using a descent speed schedule of [***] M / [***] KCAS.
3.5.2.2 STAGE LENGTH - [***] N.M.
For a mission with an equivalent still air range (stage length) of
[***] nautical miles ([***] statute miles), when operated under the
conditions specified below with the fixed quantities and allowances
specified in Article 3.5.3, the block fuel burnt shall be not more
than [***] lb, based on a block time of [***] minutes, equivalent
to an average fuel consumption of [***] U.S. Gallon per block hour,
when carrying a fixed payload of [***] lb ([***] passengers).
The mission is flown in ISA+15 degrees C conditions throughout.
A fixed allowance of [***] lb of fuel is considered for [***]
minutes take-off and acceleration time to initial climb speed at
[***] feet above sea level.
Climb is made starting at [***] feet to [***] feet pressure
altitude using a climb speed schedule of [***] KCAS/ [***] M.
Cruise is at [***] feet pressure altitude at an average cruise Mach
number of [***] M. Thrust during cruise is not to exceed maximum
cruise thrust.
Descent is made from [***] feet to [***] feet pressure altitude
using a descent speed schedule of [***] M / [***] KCAS.
3.5.2.3 STAGE LENGTH - [***] N.M.
For a mission with an equivalent still air range (stage length) of
[***] nautical miles ([***] statute miles), when operated under the
conditions specified below with the fixed quantities and allowances
specified in Article 3.5.3, the block fuel burnt shall be not more
than [***] lb, based on a block time of [***] minutes, equivalent
to an average fuel consumption of [***] U.S. Gallon per block hour,
when carrying a fixed payload of [***] lb ([***] passengers).
The mission is flown in ISA+15 degrees C conditions throughout.
21
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
82
A fixed allowance of [***] lb of fuel is considered for [***]
minutes take-off and acceleration time to initial climb speed at
[***] feet above sea level.
Climb is made starting at [***] feet to [***] feet pressure
altitude using a climb speed schedule of [***] KCAS/ [***] M.
Cruise is at [***] feet pressure altitude at an average cruise Mach
number of [***]. Thrust during cruise is not to exceed maximum
cruise thrust.
Descent is made from [***] feet to [***] feet pressure altitude
using a descent speed schedule of [***] M / [***] KCAS.
3.5.2.4 STAGE LENGTH - [***] N.M.
For a mission with an equivalent still air range (stage length) of
nautical miles ([***] statute miles), when operated under the
conditions specified below with the fixed quantities and allowances
specified in Article 3.5.3, the block fuel burnt shall be not more
than [***] lb, based on a block time of [***] minutes, equivalent
to an average fuel consumption of[***] U.S. Gallon per block hour,
when carrying a fixed payload of [***] lb ([***] passengers).
The mission is flown in ISA+15 degrees C conditions throughout.
A fixed allowance of [***] lb of fuel is considered for [***]
minutes take-off and acceleration time to initial climb speed at
[***] feet above sea level.
Climb is made starting at [***] feet to [***] feet pressure
altitude using a climb speed schedule of [***] KCAS/ [***] M.
Cruise is at [***] feet pressure altitude at an average cruise Mach
number of [***] M. Thrust during cruise is not to exceed maximum
cruise thrust. Step climb is made starting at [***] feet to [***]
feet pressure altitude using a climb speed schedule of KCAS/ M.
Cruise is at [***] feet pressure altitude at an average cruise Mach
number of [***] M. Thrust during cruise is not to exceed maximum
cruise thrust.
Descent is made from [***] feet to [***] feet pressure altitude
using a descent speed schedule of [***] M / [***] KCAS.
3.5.2.5 STAGE LENGTH - [***] N.M.
For a mission with an equivalent still air range (stage length) of
[***] nautical miles ([***] statute miles), when operated under the
conditions specified below with the fixed quantities and allowances
specified in Article 3.5.3, the block fuel burnt shall be not more
than [***] lb, based on a block time of [***] minutes, equivalent
to an average fuel consumption of U.S. Gallon per block hour, when
carrying a fixed payload of [***] lb ([***] passengers).
The mission is flown in ISA+15 degrees C conditions throughout.
A fixed allowance of [***] lb of fuel is considered for [***]
minutes take-off and acceleration time to initial climb speed at
[***] feet above sea level.
Climb is made starting at [***] feet to [***] feet pressure
altitude using a climb speed schedule of [***] KCAS/ [***] M.
Cruise is at [***] feet pressure altitude at an average cruise Mach
number of 0.74 M. Thrust during cruise is not to exceed maximum
cruise thrust. Step climb is made starting at [***] feet to [***]
feet pressure altitude using a climb speed schedule of [***] KCAS/
[***] M.
Cruise is at [***] feet pressure altitude at an average cruise Mach
number of [***] M. Thrust during cruise is not to exceed maximum
cruise thrust.
22
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
83
Descent is made from [***] feet to [***] feet pressure altitude
using a descent speed schedule of [***] M / [***] KCAS.
3.5.3 FIXED QUANTITIES AND ALLOWANCES FOR MAXIMUM RANGE AND BLOCK FUEL
GUARANTEES
For the purpose of this guarantee the following are fixed quantities
and allowances:
- 9 minutes engine start and taxi-out fuel [***] lb
- 4.2 minutes approach and landing fuel from [***] [***] lb
feet pressure altitude to sea level
-6 minutes taxi-in fuel (taken from reserves) [***] lb
- Usable reserve fuel remaining upon completion [***] lb
of landing phase, based on the reserve profile
specified below:
1) 100 nm diversion including:
i)climb from sea level to [***] feet at a speed of [***] KCAS
ii)cruise at [***] feet at long range cruise speed (LRC)
iii)descent to sea level at a speed of [***] KCAS.
2) plus fuel equivalent to [***] minutes hold at [***] feet at
long-range cruise speed (LRC).
The stage length is defined as the sum of the climb, cruise and
descent distances.
M denotes true Mach number.
Block fuel includes engine start, taxi, take-off, climb, cruise,
descent, approach and landing.
The maximum range and fuel burn guarantees given in Articles 3.5.1
and 3.5.2 are based on the fixed estimated Operating Weight Empty
(O.W.E.) of [***] lb.
3.5.4 MAXIMUM PAYLOAD GUARANTEES
Under the conditions specified in 3.5.2 and with the fixed quantities
and allowances specified in 3.5.3, the maximum number of passengers
shall not be less than the value presented in the table below for
each mission.
23
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
84
Case FROM TO Route Average Equiv. Cruise MAX.
# Dist. winds still air pressure PASSEN-
(nm) (kts) dist. altitude GERS
(nm) (100 ft)
1 DRO DEN 224 -13 232 [***] [***]
2 DEN DRO 283 -48 324 [***] [***]
3 DEN EGE 118 -50 137 [***] [***]
4 EGE DEN 130 4 128 [***] [***]
5 DEN BHM 999 29 931 [***] [***]
6 BHM DEN 967 -84 1218 [***] [***]
7 DEN BUF 1190 27 1114 [***] [***]
8 BUF DEN 1196 -79 1482 [***] [***]
9 DEN BZN 589 -67 707 [***] [***]
10 BZN DEN 508 10 494 [***] [***]
11 DEN DAY 964 29 898 [***] [***]
12 DAY DEN 964 -84 1212 [***] [***]
13 DEN ELP 514 -33 561 [***] [***]
14 ELP DEN 534 -28 576 [***] [***]
15 DEN FAR 583 -13 603 [***] [***]
16 FAR DEN 591 -45 667 [***] [***]
17 DEN GRR 890 22 842 [***] [***]
18 GRR DEN 897 -77 1105 [***] [***]
19 DEN GSO 1240 35 1139 [***] [***]
20 GSO DEN 1280 -89 1631 [***] [***]
21 DEN GTF 552 -64 658 [***] [***]
22 GTF DEN 553 8 540 [***] [***]
23 DEN HSV 919 29 856 [***] [***]
24 HSV DEN 928 -86 1174 [***] [***]
25 DEN JAN 883 22 835 [***] [***]
26 JAN DEN 872 -80 1084 [***] [***]
27 DEN MSN 753 17 721 [***] [***]
28 MSN DEN 753 -74 921 [***] [***]
24
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
85
Case FROM TO Route Average Equiv. Cruise MAX.
# Dist. winds still air pressure PASSEN-
(nm) (kts) dist. altitude GERS
(nm) (100 ft)
29 DEN MSO 616 -68 741 [***] [***]
30 MSO DEN 625 13 604 [***] [***]
31 DEN PNS 1129 24 1064 [***] [***]
32 PNS DEN 1121 -80 1391 [***] [***]
33 DEN RDU 1290 36 1183 [***] [***]
34 RDU DEN 1327 -89 1691 [***] [***]
35 DEN ROC 1236 27 1157 [***] [***]
36 ROC DEN 1245 -80 1543 [***] [***]
37 DEN SBN 852 24 803 [***] [***]
38 SBN DEN 857 -79 1064 [***] [***]
39 DEN SDF 907 30 842 [***] [***]
40 SDF DEN 935 -86 1183 [***] [***]
41 DEN TYS 1023 32 946 [***] [***]
42 TYS DEN 1046 -87 1329 [***] [***]
43 DEN ASE 97 -41 109 [***] [***]
44 ASE DEN 97 0 97 [***] [***]
45 PHX BHM 1274 36 1168 [***] [***]
46 BHM PHX 1306 -86 1652 [***] [***]
47 PHX BUF 1669 26 1569 [***] [***]
48 BUF PHX 1680 -76 2058 [***] [***]
49 PHX BZN 999 -39 1107 [***] [***]
50 BZN PHX 997 -17 1042 [***] [***]
51 PHX DAY 1400 28 1308 [***] [***]
52 DAY PHX 1408 -79 1745 [***] [***]
53 PHX ELP 330 15 316 [***] [***]
54 ELP PHX 311 -72 384 [***] [***]
55 PHX FAR 1133 -7 1154 [***] [***]
56 FAR PHX 1127 -45 1269 [***] [***]
57 PHX GRR 1381 19 1317 [***] [***]
58 GRR PHX 1387 -71 1677 [***] [***]
59 PHX GSO 1676 37 1535 [***] [***]
60 GSO PHX 1691 -88 2152 [***] [***]
25
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
86
Case FROM TO Route Average Equiv. Cruise MAX.
# Dist. winds still air pressure PASSEN-
(nm) (kts) dist. altitude GERS
(nm) (100 ft)
61 PHX GTF 862 -40 957 [***] [***]
62 GTF PHX 860 -15 894 [***] [***]
63 PHX HSV 1260 35 1158 [***] [***]
64 HSV PHX 1285 -85 1623 [***] [***]
65 PHX JAN 1172 34 1080 [***] [***]
66 JAN PHX 1140 -84 1435 [***] [***]
67 PHX MSN 1295 14 1249 [***] [***]
68 MSN PHX 1295 -67 1548 [***] [***]
69 PHX MSO 836 -46 945 [***] [***]
70 MSO PHX 833 -9 853 [***] [***]
71 PHX PNS 1351 36 1239 [***] [***]
72 PNS PHX 1381 -85 1742 [***] [***]
73 PHX RDU 1659 38 1516 [***] [***]
74 RDU PHX 1736 -90 2218 [***] [***]
75 PHX ROC 1720 26 1616 [***] [***]
76 ROC PHX 1728 -76 2121 [***] [***]
77 PHX SBN 1321 22 1252 [***] [***]
78 SBN PHX 1332 -74 1625 [***] [***]
79 PHX SDF 1343 30 1249 [***] [***]
80 SDF PHX 1340 -82 1675 [***] [***]
81 PHX TYS 1401 35 1287 [***] [***]
82 TYS PHX 1426 -86 1801 [***] [***]
83 PHX DRO 319 -6 324 [***] [***]
84 DRO PHX 310 -53 361 [***] [***]
85 PHX EGE 530 -13 549 [***] [***]
86 EGE PHX 466 -47 529 [***] [***]
87 PHX DSM 1003 12 972 [***] [***]
88 DSM PHX 1011 -67 1210 [***] [***]
89 PHX FAT 484 -67 584 [***] [***]
90 FAT PHX 467 9 456 [***] [***]
91 PHX ASE 426 -11 439 [***] [***]
92 ASE PHX 426 -49 487 [***] [***]
26
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
87
3.5.5 MISSION DESCRIPTION
The equivalent still air distance is the actual route distance
(range) corrected for the average winds. Head winds are negative.
[***] have been used.
The maximum take-off weight for each departure airport is based on
the conditions specified in paragraph 2.0 and is in compliance with
FAR 25 take-off requirements.
The missions are flown in ISA conditions throughout.
A fixed allowance of fuel dependent on take-off weight is considered
for take-off and acceleration to initial climb speed at [***] ft
above the airport elevation.
Climb is made starting [***] ft above the airport elevation to the
initial cruise pressure altitude specified in the table above using a
climb speed schedule of [***] KCAS/ [***] M.
Cruise is at the pressure altitude specified in the table at an
average cruise Mach number of [***] M. Thrust during cruise is not to
exceed maximum cruise thrust.
When a second cruise pressure altitude is specified in the table, a
[***] ft step climb from the first to the second pressure altitude is
made using a climb speed schedule of [***] KCAS/ [***] M. It is
followed by a cruise at the second pressure altitude at an average
cruise Mach number of [***] M.
Descent is made from the final cruise pressure altitude to [***] ft
above the runway elevation using a descent speed schedule of [***]
M/[***] KCAS.
A fixed allowance of fuel dependent on landing weight is considered
for approach and landing from final descent speed at [***] ft above
the airport elevation.
3.5.6 FIXED QUANTITIES AND ALLOWANCES FOR PAYLOAD GUARANTEES
For the purpose of this guarantee the following are fixed quantities
and allowances:
- 9 minutes engine start and taxi-out fuel [***] lb
- 6 minutes taxi-in fuel (taken from reserves) [***] lb
- - Usable reserve fuel remaining upon completion of landing phase, based on the
reserve profile specified below:
1) 100 nm diversion including:
i) climb from destination airport elevation to optimum altitude at
a speed of [***] KCAS
ii) cruise at optimum altitude at long range cruise speed (LRC)
iii)descent to sea level at a speed of [***] KCAS.
2) plus fuel equivalent to [***] minutes hold at feet at long-range
cruise speed (LRC).
27
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
88
The stage length is defined as the sum of the climb, cruise and
descent distances. M denotes true Mach number.
Block fuel includes engine start, taxi, take-off, climb, cruise,
descent, approach and landing.
The maximum payload guarantees given in 3.5.4 are based on the fixed
estimated Operating Weight Empty (O.W.E.) of [***] lb and on the
passenger weight allowance of [***] lb.
28
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
89
4.0 WEIGHTS
4.1 MAXIMUM ZERO FUEL WEIGHT GUARANTEE
The Maximum Zero Fuel Weight (M.Z.F.W.) shall not be less than [***]lb.
4.2 MAXIMUM LANDING WEIGHT GUARANTEE
The Maximum Landing Weight (M.L.W.) shall not be less than [***] lb.
4.3 MAXIMUM TAKE-OFF WEIGHT GUARANTEE
The Maximum Take-off Weight (M.T.O.W.) shall not be less than [***] lb
4.4 OPERATING WEIGHT EMPTY AND CENTER OF GRAVITY GUARANTEES
The Operating Weight Empty is guaranteed to not exceed [***] lb.
Included within this guarantee are weight and center of gravity
allowances for operating items listed below and customer defined
options described below. Should these allowances differ from the actual
values at delivery, appropriate corrections are to be made to the
guaranteed weight (i.e. the Seller can not guarantee the weight of
these allowances).
The center of gravity (CG) range at O.W.E. shall have a maximum forward
limit of [***] % of Mean Aerodynamic Chord (MAC) and a maximum aft
limit of [***] % MAC (subject to the appropriate corrections noted
above).
OPERATING WEIGHT EMPTY BUILD-UP
ITEM WEIGHT CG %
DESCRIPTION -------------- -------------- -----
(LB) (KG) (IN) (M) MAC
- ------------------------------------------------------------------------------------------
MANUFACTURER'S WEIGHT EMPTY (BARE) [***] [***] [***] [***] [***]
- ------------------------------------------------------------------------------------------
Build Up to Type Spec [***] [***] [***] [***]
Basic Passenger Seat (20 Pairs) [***] [***] [***] [***]
Forward Flight Attendant Seat [***] [***] [***] [***]
Entrance Storage Compartment [***] [***] [***] [***]
Galley (G1) [***] [***] [***] [***]
Left Hand Windscreen [***] [***] [***] [***]
Right Hand Windscreen [***] [***] [***] [***]
Cabin Carpet [***] [***] [***] [***]
Lavatory [***] [***] [***] [***]
Class "C" Baggage Compartment [***] [***] [***] [***]
Installed Options (Basic) [***] [***] [***] [***]
29
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
90
Emergency Equipment (Basic) [***] [***]
- ------------------------------------------------------------------------------------------
M.W.E DELIVERED (TYPE SPEC) [***] [***] [***] [***] [***]
- ------------------------------------------------------------------------------------------
Customized Mesa Air Group Outfitting [***] [***] [***] [***]
Installed Options
- ------------------------------------------------------------------------------------------
M. W. E. DELIVERED (MESA AIR GROUP) [***] [***] [***] [***] [***]
- ------------------------------------------------------------------------------------------
Addition of Unusable Fuel & Engine Oil [***] [***] [***] [***]
Unusable Fuel [***] [***] [***] [***]
Main Tanks (12.4 USG) [***] [***] [***]
Center Tank (2.1 USG) [***]
Engine Oil (5.8 USG)
- ------------------------------------------------------------------------------------------
TRUE EMPTY WEIGHT [***] [***] [***] [***] [***]
- ------------------------------------------------------------------------------------------
[***] [***] [***] [***]
Addition of Operating Items [***] [***] [***] [***]
[***] [***] [***] [***]
Flight & Cabin Crew [***] [***] [***] [***]
Pilot & Copilot [***] [***] [***] [***]
Forward Attendant [***] [***] [***] [***]
Flight Manuals [***] [***] [***] [***]
FORWARD LEFT-HAND WARDROBE (STRUCT.) [***] [***] [***] [***]
AFT LEFT-HAND STORAGE UNIT [***] [***] [***] [***]
AFT FILLER (RIGHT AND LEFT SIDE) [***] [***] [***] [***]
[***] [***] [***] [***]
Galley inserts & Consumables [***] [***] [***] [***]
Galley G1 [***] [***] [***] [***]
1/2 Size Waste Cart (1 unit) [***] [***] [***] [***]
Standard Container (9 units) [***] [***] [***] [***]
Beverage Maker (2 units) [***] [***]
Storage (Galley G2)
Forward Right-hand Storage Unit
Standard Container (2 units)
Galley Aft Bulkhead with Return Catering
Consumables
Galley G1
Galley G2
Galley Water (8 USG)
Lavatory Water (5 USG)
Toilet Fluids (2.3 USG)
- ------------------------------------------------------------------------------------------
O.W.E. (EST.) [***] [***] [***] [***] [***]
O.W.E. (GUARANTEE) [***] [***] [***]
30
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
91
5.0 PERFORMANCE GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) unless noted otherwise. Altitudes are
pressure altitudes.
5.2 Take-off and landing performance are based on the requirements of FAR
25.
5.3 Take-off and landing performance guarantees are based on operation from
hard surfaced, level and dry runways with no wind, no obstacles and no
line-up allowance unless noted otherwise and with anti-skid and
automatic spoilers operative.
5.4 When establishing the take-off and second segment performance, no air
shall be bled from the engine(s) for cabin air conditioning or
anti-icing and APR shall be armed and available when one engine fails.
The APU shall be off.
5.5 Speed, specific air range, and the climb, cruise, and descent portion
of the mission guarantee include allowance for normal engine bleed and
power extraction. Normal engine bleed is defined as that bleed required
to maintain a cabin pressure altitude not exceeding [***] feet at the
maximum operating altitude with an average cabin ventilation rate of
not less than [***] ft(3)/min and a cabin temperature of 72(degree)F.
5.6 Normal power extraction assumes the use of electrical services such as
to require a power level of 24 Kilowatts, total, to be provided with
both engines operative and of 15 Kilowatts to be provided with one
engine inoperative.
5.7 Fuel density is assumed to be [***] pounds / US gallon. All performance
guarantees are based on the use of a fuel with a lower heating value
(LHV) of [***] BTU / pound and on an Aircraft centre of gravity
location of [***] % of the mean aerodynamic chord.
5.8 All guarantees are contingent upon engine acceptance test performance
acceptable to BRAD and are applicable to a new airframe - engine
combination only.
31
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
92
6.0 GUARANTEE COMPLIANCE
6.1 Compliance with take-off and landing performance guarantees shall be
demonstrated by reference to the approved FAA Airplane Flight Manual
adjusted to reflect any differences due to change in certification
requirements or interpretation thereof.
6.2 Compliance with speed, specific air range and mission performance
guarantees shall be established by calculations based on [***]
measurements of specific air range at different altitude, weight and
speed combinations to be agreed by BRAD and the Customer. This
compliance will be obtained for a Customer Aircraft and will be
demonstrated by reference to the Flight Planning and Cruise Control
Manual adjusted to reflect flight test data measurements.
6.3 A compliance report containing speed and specific air range performance
based on flight test data agreed in 6.2 will be furnished to the
Customer.
6.4 The Aircraft will be weighed as necessary prior to and after the flight
during which performance checks are conducted. The standard production
instrumentation or a special instrumentation system furnished by BRAD
will be used to measure speed and specific air range. A fuel sample
will be collected prior to flight to establish density and lower
heating value (refer to 5.7).
6.5 If speed and the arithmetic average of three measures of specific air
range data is demonstrated to have achieved compliance with the
performance guarantees no further demonstration will be required.
6.6 Data derived from tests shall be adjusted as required by conventional
methods of correction, interpolation or extrapolation in accordance
with established aeronautical practices to show compliance with the
performance guarantees. In the event that changes are introduced to the
Aircraft which affect the performance guarantees contained herein, BRAD
shall adjust the compliance referred to in paragraph 6.3 above
accordingly.
32
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
93
7.0 REMEDIES
7.1 In the event a shortfall in the guarantees contained herein, Bombardier
reserves the right to carry out additional flight test measurements on
a subsequent Aircraft, which may be specially instrumented for this
purpose, with the objective of identifying accurately the cause of the
shortfall and to develop corrective measures. Such measures shall be
developed within a period of twelve (12) months from discovery and
identification of a shortfall (or such other longer period as may be
mutually agreed in view of the corrective measures involved).
7.2 If, during the period commencing at delivery of the First Aircraft and
expiring [***] years later, the guaranteed Operating Weight Empty
mentioned herein is exceeded as a result of (a) Airworthiness
Directives, or (b) Service Bulletins recommended by Bombardier as
necessary either to correct a defect that is the fault of Bombardier or
Bombardier"s supplier, restore reliability or maintainability to
guaranteed levels, or maintain performance specified herein, c)
Regulatory Changes, d) permitted changes, then:
1) [***]
2) [***]
(i) Bombardier and Buyer will promptly meet to verify the
allegation of the deficiency.
(ii) If the allegation is found to be true and a deficiency is
acknowledged, then Bombardier will promptly initiate steps
to correct the deficiency, and
(iii) Until such time as the identified and acknowledged
deficiency is corrected Bombardier will provide to Buyer as
liquidated damages and not as a penalty (the "Weight
Remedy") credit memoranda (or cash less any amounts owed to
Bombardier by Buyer), to be used for the purchase of goods
and services from Bombardier in amounts based on the
following formula:
Remedy = [***]
Where:
Remedy = The amount Bombardier shall pay Buyer as liquidated damages
and not as a penalty, in the form of spare parts and/or
services credit memorandum, per calendar year that the Buyer
operates
33
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
94
each Aircraft during which the guarantee has been broken.
Remedy shall begin the year in which the Operating Weight
Empty discrepancy has been discovered, subject to a maximum
for the term of this guarantee of per Aircraft.
[***] [***] [***] [***] [***]
In the event the CG limits change which results in reduced payload
capability for each affected Aircraft, a remedy shall apply as
liquidated damages and not as a penalty, which shall be computed by
applying the same formula as the Weight Remedy, except that the WI
shall be the number of pounds of ballast (only the amount of ballast
which results in exceedance of the guaranteed Operating Weight Empty)
required to restore original CG limits to each affected Aircraft.
If Buyer adds to or modifies the Aircraft for reasons other than those
given in the previous paragraph, with the result being an increase in
the Operating Weight Empty, then the Parties shall amend the Guaranteed
Operating Weight Empty.
7.3 Bombardier's maximum exposure under this Article 7.2 is [***] and in no
event, will Bombardier's payout under this Article 7.2 exceed such
amount.
8.0 In the event of termination of the Agreement and/or the Supplement,
this Annex shall become automatically null and void.
9.0 The provisions of this Annex are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
10.0 This Annex constitutes an integral part of the Supplement and is
subject to the terms and conditions contained therein.
11.0 Should there be any inconsistency between this Annex and the Agreement
and/or the Supplement with respect to the subject matter covered by the
terms hereof, then this Annex shall prevail
APPENDIX A: NOMINAL PERFORMANCE
For flight planning and economic studies purposes, Canadair believes that
Nominal Performance payload can be used. The Nominal Performance relates to
performance level published in the approved FAA Airplane Flight Manual and
in the Flight Planning and Cruise Control Manual applicable to the Customer
aircraft.
These Nominal Performances are not guarantees and are not subject to
guarantee compliance specified in paragraph 6.0.
34
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
95
Considering the mission description specified above in 3.5.4 and the fixed
quantities specified above in 3.5.5, the Nominal maximum number of
passengers that can be carried for flight planning purposes is presented in
the table below for each route.
Case FROM TO Route Average Equiv. Cruise NOM.
# Dist. winds still air pressure MAX.
(nm) (kts) dist. altitude PASSENGERS
(nm) (100 ft)
1 DRO DEN 224 -13 232 [***] [***]
2 DEN DRO 283 -48 324 [***] [***]
3 DEN EGE 118 -54 139 [***] [***]
4 EGE DEN 130 4 128 [***] [***]
5 DEN BHM 999 29 931 [***] [***]
6 BHM DEN 967 -84 1218 [***] [***]
7 DEN BUF 1190 27 1114 [***] [***]
8 BUF DEN 1196 -79 1482 [***] [***]
9 DEN BZN 589 -67 707 [***] [***]
10 BZN DEN 508 10 494 [***] [***]
11 DEN DAY 964 29 898 [***] [***]
12 DAY DEN 964 -84 1212 [***] [***]
13 DEN ELP 514 -33 561 [***] [***]
14 ELP DEN 534 -28 576 [***] [***]
15 DEN FAR 583 -13 603 [***] [***]
16 FAR DEN 591 -45 667 [***] [***]
17 DEN GRR 890 22 842 [***] [***]
18 GRR DEN 897 -77 1105 [***] [***]
35
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
96
Case FROM TO Route Average Equiv. Cruise NOM.
# Dist. winds still air pressure MAX.
(nm) (kts) dist. altitude PASSENGERS
(nm) (100 ft)
19 DEN GSO 1240 35 1139 [***] [***]
20 GSO DEN 1280 -89 1631 [***] [***]
21 DEN GTF 552 -64 658 [***] [***]
22 GTF DEN 553 8 540 [***] [***]
23 DEN HSV 919 29 856 [***] [***]
24 HSV DEN 928 -86 1174 [***] [***]
25 DEN JAN 883 22 835 [***] [***]
26 JAN DEN 872 -80 1084 [***] [***]
27 DEN MSN 753 17 721 [***] [***]
28 MSN DEN 753 -74 921 [***] [***]
29 DEN MSO 616 -68 741 [***] [***]
30 MSO DEN 625 13 604 [***] [***]
31 DEN PNS 1129 24 1064 [***] [***]
32 PNS DEN 1121 -80 1391 [***] [***]
33 DEN RDU 1290 36 1183 [***] [***]
34 RDU DEN 1327 -89 1691 [***] [***]
35 DEN ROC 1236 27 1157 [***] [***]
36 ROC DEN 1245 -80 1543 [***] [***]
37 DEN SBN 852 24 803 [***] [***]
38 SBN DEN 857 -79 1064 [***] [***]
39 DEN SDF 907 30 842 [***] [***]
40 SDF DEN 935 -86 1183 [***] [***]
41 DEN TYS 1023 32 946 [***] [***]
42 TYS DEN 1046 -87 1329 [***] [***]
43 DEN ASE 97 -41 109 [***] [***]
44 ASE DEN 97 0 97 [***] [***]
45 PHX BHM 1274 36 1169 [***] [***]
36
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
97
Case FROM TO Route Average Equiv. Cruise NOM.
# Dist. winds still air pressure MAX.
(nm) (kts) dist. altitude PASSENGERS
(nm) (100 ft)
46 BHM PHX 1306 -86 1652 [***] [***]
47 PHX BUF 1669 26 1569 [***] [***]
48 BUF PHX 1680 -76 2058 [***] [***]
49 PHX BZN 999 -40 1108 [***] [***]
50 BZN PHX 997 -17 1042 [***] [***]
51 PHX DAY 1400 28 1307 [***] [***]
52 DAY PHX 1408 -79 1745 [***] [***]
53 PHX ELP 330 15 316 [***] [***]
54 ELP PHX 311 -72 384 [***] [***]
55 PHX FAR 1133 -7 1154 [***] [***]
56 FAR PHX 1127 -45 1269 [***] [***]
57 PHX GRR 1381 19 1317 [***] [***]
58 GRR PHX 1387 -71 1677 [***] [***]
59 PHX GSO 1676 37 1535 [***] [***]
60 GSO PHX 1691 -87 2143 [***] [***]
61 PHX GTF 862 -40 957 [***] [***]
62 GTF PHX 860 -15 894 [***] [***]
63 PHX HSV 1260 35 1158 [***] [***]
64 HSV PHX 1285 -85 1623 [***] [***]
65 PHX JAN 1172 34 1080 [***] [***]
66 JAN PHX 1140 -84 1435 [***] [***]
67 PHX MSN 1295 14 1249 [***] [***]
68 MSN PHX 1295 -67 1548 [***] [***]
69 PHX MSO 836 -46 945 [***] [***]
70 MSO PHX 833 -9 853 [***] [***]
71 PHX PNS 1351 36 1239 [***] [***]
72 PNS PHX 1381 -85 1742 [***] [***]
37
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
98
Case FROM TO Route Average Equiv. Cruise NOM.
# Dist. winds still air pressure MAX.
(nm) (kts) dist. altitude PASSENGERS
(nm) (100 ft)
73 PHX RDU 1659 38 1516 [***] [***]
74 RDU PHX 1736 -89 2213 [***] [***]
75 PHX ROC 1720 26 1617 [***] [***]
76 ROC PHX 1728 -76 2117 [***] [***]
77 PHX SBN 1321 22 1252 [***] [***]
78 SBN PHX 1332 -74 1625 [***] [***]
79 PHX SDF 1343 30 1249 [***] [***]
80 SDF PHX 1340 -82 1675 [***] [***]
81 PHX TYS 1401 35 1287 [***] [***]
82 TYS PHX 1426 -86 1801 [***] [***]
83 PHX DRO 319 -6 324 [***] [***]
84 DRO PHX 310 -53 361 [***] [***]
85 PHX EGE 530 -13 549 [***] [***]
86 EGE PHX 466 -47 529 [***] [***]
87 PHX DSM 1003 12 972 [***] [***]
88 DSM PHX 1011 -67 1210 [***] [***]
89 PHX FAT 484 -67 584 [***] [***]
90 FAT PHX 467 9 456 [***] [***]
91 PHX ASE 426 -11 439 [***] [***]
92 ASE PHX 426 -49 487 [***] [***]
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
38
99
ANNEX 7
[***]
1.0 Bombardier agrees to provide [***] for an additional [***] CRJ 200
Aircraft ( the "CRJ 200 [***] ")
Buyer shall have the right to purchase the [***] on the same terms and
conditions as applicable to the Option Aircraft which are described in
the applicable supplement, subject to the condition that the Scheduled
Delivery Months for the [***] shall be offered to Buyer subject to
availability.
2.0 [***]
3.0 The provisions of this Annex are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
4.0 This Annex constitutes an integral part of the Supplement and is
subject to the terms and conditions contained therein.
5.0 Should there be any inconsistency between this Annex and the Agreement
and/or the Supplement with respect to the subject matter covered by the
terms hereof, then this Annex shall prevail
39
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
100
SUPPLEMENT NO. PA-497-2
TO
MASTER PURCHASE AGREEMENT NO. PA-497
BETWEEN
BOMBARDIER INC.
AND
MESA AIR GROUP, INC.
This Supplement when accepted and agreed to by Mesa Air Group, Inc. (the
"Buyer") will become part of the Master Purchase Agreement No. PA-497 entered
into between BOMBARDIER INC., a Canadian corporation represented by Bombardier
Aerospace, Regional Aircraft having offices at 123 Garratt Boulevard, Downsview,
Ontario, Canada ("Bombardier") and Mesa Air Group, Inc. ("Buyer") dated the 30th
day of April, 2001 (the "Agreement") and will evidence the further agreement of
the parties with respect to the matters set forth herein.
The provisions of the Agreement shall apply to the Bombardier products purchased
and sold in accordance with this Supplement. All capitalized terms herein,
unless defined herein, shall have the same respective meanings given to them in
the Agreement. This Supplement is subject to the provisions of the Agreement,
all of which are incorporated herein, provided that in the event of any
inconsistency between the provision of the Agreement and the provisions of this
Supplement, the latter shall take precedence.
ARTICLE 1.0 SUBJECT MATTER OF SALE
ARTICLE 1 SUPPLEMENTS TO ARTICLE 2 OF THE AGREEMENT
1.1 CRJ-700 Aircraft
Subject to the provisions of the Agreement and this Supplement,
Bombardier will sell and Buyer will purchase Twenty (20) firm aircraft
model CL-600-2C10 CRJ-700 Aircraft manufactured pursuant to Type
Specification number RAD-670-100 Rev. C dated December 1999 noted in
Annex 1 hereto as same may be modified from time to time in accordance
with the Agreement and this Supplement (the "Specification") as
supplemented to reflect the incorporation of the Buyer selected
optional features ("Buyer Selected Optional Features") set forth in
Annex 1 and 2 hereto. This Supplement shall also apply to all option
model CL-600-2C10 CRJ-700 aircraft purchased in accordance with Annex 3
of this Supplement
1
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
101
2 (the firm aircraft and the option aircraft referred to in this
Article 1.1 herein after collectively referred to as the "Aircraft").
ARTICLE 2.0 PRICE
ARTICLE 2 SUPPLEMENTS ARTICLE 4 OF THE AGREEMENT.
2.1 (a) The base price for each of the CRJ-700 Aircraft (excluding the
Buyer Selected Optional Features) Ex Works (Incoterms 2000)
Bombardier's facilities in Dorval, Quebec is [***] expressed in [***]
dollars.
(b) The base price of the Buyer Selected Optional Features for the
CRJ-700 is [***] expressed in [***] dollars.
The Aircraft base price for the CRJ-700 Aircraft shall be the base
price for the Aircraft as stated in paragraph 2.1 (a), plus the base
price of the Buyer Selected Optional Features as stated in paragraph
2.1 (b) ("CRJ-700 Base Price").
2.2 The price of the CRJ-700 Aircraft on the Scheduled Delivery Date shall
be the CRJ-700 Base Price adjusted for changes made pursuant to Article
11 (only with respect to those changes for which a price adjustment is
permitted) of the Agreement and any Non-CRJ Regulatory Changes pursuant
to Article 8A.1 of the Agreement, and further adjusted to the Delivery
Date to reflect economic fluctuations during the period from [***] to
the Delivery Date of each Aircraft ("Aircraft Purchase Price"). Such
adjustments shall be in accordance with the [***] and [***] ; and
provided further that when adjusted, the Aircraft Purchase Price shall
in no case be lower than the CRJ-700 Base Price, as stipulated in
Article 2.1 herein.
2
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
102
ARTICLE 3.0 DELIVERY PROGRAM
ARTICLE 3 SUPPLEMENTS ARTICLE 6 OF THE AGREEMENT.
3.1 The Aircraft set forth in Column 1 shall be offered for inspection and
acceptance to Buyer at Bombardier's facility in Montreal, Quebec during
the months set forth in Column 2 (the "Scheduled Delivery Dates").
COLUMN # 1 COLUMN # 2
First CRJ-700 Firm Aircraft [***] [***]
Second CRJ-700 Firm Aircraft [***] [***]
Third CRJ-700 Firm Aircraft [***] [***]
Fourth CRJ-700 Firm Aircraft [***] [***]
Fifth CRJ-700 Firm Aircraft [***] [***]
Sixth CRJ-700 Firm Aircraft [***] [***]
Seventh CRJ-700 Firm Aircraft [***] [***]
Eighth CRJ-700 Firm Aircraft [***] [***]
Ninth CRJ-700 Firm Aircraft [***] [***]
Tenth CRJ-700 Firm Aircraft [***] [***]
Eleventh CRJ-700 Firm Aircraft [***] [***]
Twelfth CRJ-700 Firm Aircraft [***] [***]
Thirteenth CRJ-700 Firm Aircraft [***] [***]
Fourteenth CRJ-700 Firm Aircraft [***] [***]
Fifteenth CRJ-700 Firm Aircraft [***] [***]
Sixteenth CRJ-700 Firm Aircraft [***] [***]
Seventeenth CRJ-700 Firm Aircraft [***] [***]
Eighteenth CRJ-700 Firm Aircraft [***] [***]
Nineteenth CRJ-700 Firm Aircraft [***] [***]
Twentieth CRJ-700 Firm Aircraft [***] [***]
3.2 Buyer shall have the right to convert Buyer's obligation to purchase
any or all of the last five (5) scheduled deliveries of CRJ-700
Aircraft to the obligation to purchase Canadair Regional Jet Series 900
aircraft (on the same terms as provided in the Agreement and the
applicable supplement for the purchase of CRJ-900 Aircraft exercisable
on a per Aircraft basis by delivery of notice to Bombardier not less
than [***] prior to the first day of the Scheduled Delivery Month of
the CRJ-700 Aircraft to which such conversion notice relates. Upon
delivery of such conversion notice, Buyer shall have no further
obligation to purchase the CRJ-700 Aircraft to which such notice
relates and the deposit paid by Buyer with respect to such CRJ-700
Aircraft shall become the deposit for the CRJ-900 Aircraft purchased in
lieu, thereof.
3
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
103
ARTICLE 4.0 DELIVERY DELAYS
ARTICLE 4 SUPPLEMENTS ARTICLES 9 AND 14 OF THE AGREEMENT.
4.1 If delivery of the CRJ-700 Aircraft is delayed [***] or by causes not
excused under Article 13.1 of the Agreement, Bombardier shall pay
liquidated damages as set forth in Article 9.6 or Article 14, as
applicable, as calculated therein, in the amount of [***] for each day
of delay, to a maximum of [***] for any such delayed Aircraft.
ARTICLE 4.2 SUPPLEMENTS ARTICLE 14.1 OF THE AGREEMENT.
4.2 The grace period referred to in Article 14.1 of the Agreement is [***]
business days from the Readiness Date during the twelve (12) calendar
month period beginning with the delivery month of the first CRJ-700
Aircraft, and [***] business days from the Readiness Date thereafter.
4
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
104
ARTICLE 5.0 SPARE PARTS
ARTICLE 5.0 SUPPLEMENTS 2.6.1 OF ANNEX A OF THE AGREEMENT.
For a period of [***] years from the date of delivery of the first CRJ-700
Aircraft, Bombardier shall [***] the prices in the Bombardier Spare Parts
Catalogue for all purchases for the CRJ-700 Aircraft made by Buyer during such
period by [***] . In addition, for a period of [***] years beginning on the date
of delivery of the first Aircraft, Bombardier shall provide to Buyer a discount
from the Bombardier Spare Parts Catalogue list prices for all purchases by Buyer
of not less than [***] below list price.
5
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
105
ARTICLE 6.0 PRODUCT ENHANCEMENTS
Bombardier agrees to provide Buyer with a [***] discount in the price of any
product enhancements [***] developed and sold by Bombardier within [***] years
of execution of the Agreement.
6
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
106
ARTICLE 7.0 PERFORMANCE DATA
Bombardier agrees to provide Buyer upon request, without further revision
service, performance data (CR00-291) for the CRJ-700 Aircraft [***]
In witness whereof this Supplement was signed on the date written hereof:
For and on behalf of For and on behalf of
MESA AIR GROUP, INC. BOMBARDIER INC.
Bombardier Aerospace
Signed: ____________________ Signed: ____________________
Jonathan Ornstein H. Anne Woodyatt
Chairman/CEO Director, Contracts
Mesa Air Group, Inc. Regional Aircraft
7
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
107
ANNEX 1
SPECIFICATION
- --------------------------------------------------------------------------------
NUMBER RAD-670-100 REV. C
DECEMBER 1999
- --------------------------------------------------------------------------------
8
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
108
ANNEX 2
BUYER SELECTED OPTIONAL FEATURES
CR NO. ITEM DESCRIPTION
- --------------------------------------------------------------------------------
CR# TITLE [***]
- --------------------------------------------------------------------------------
00-213 Certification - FAA (FAR 25) [***]
00-215 MTOW - 75,000 Lb (Extended Range Version) [***]
11-200 Paint Scheme - Complex / Multiple [***]
21-201 Baggage - Temperature Control In Aft Comp't [***]
21-209 Air Conditioning - Ground Cart Connection [***]
23-231 VHF Comm - Third Radio Provisions (Collins) [***]
23-250 SELCAL System (Coltec) [***]
25-03-201 Interior Finish & Decor - Custom Carpets [***]
25-03-202 Interior Finish & Decor - Custom Curtains [***]
25-03-203 Interior Finish & Decor - Custom Bulkheads [***]
25-21-274 PAX Seats - Business Class (Two Rows) [***]
25-22-201 PAX Seat - In-Arm Meal Trays (4 Seat Pair) [***]
25-22-203 PAX Seat - Leather Dress Covers (29 Seat Pairs) [***]
25-22-204 PAX Seat - Recline Feature [***]
25-24-212 Wardrobe - LH Forward with Roll-Up Door & Galley Workshelf [***]
25-24-221 Storage Compartment - Rh Storage With Roll Up Door [***]
25-25-211 Partition - Fixed Hard Class Divider (3 Abreast) [***]
25-290 Baggage - Underfloor Retrieval System [***]
25-31-201 G1 Galley - Provisions For Snack And Hot Beverage Service [***]
25-31-204 Galley - Storable Workshelf [***]
25-34-201 Trolley - Atlas Std Half Size (Qty 4) [***]
25-34-203 Trolley - Waste, Atlas Std Half Size (Qty 1) [***]
25-34-210 Beverage Maker - Atlas Std (APC, Qty 2) [***]
31-271 Datalink - Provisions For Allied Signal [***]
33-203 Lights - Red Beacon [***]
34-228 GPWS - Enhanced (Allied Signal) [***]
34-235 FMS - Single, ACARS Compatible (Collins FMS-4200) [***]
34-250 GPS - Single (Collins GPS-4000) [***]
34-260 Radio Altimeter - Second (Collins) [***]
34-262 Altimeter-Baro Setting Flashing At 18,000 Ft. [***]
35-201 Oxygen - PAX Extended Duration Chemical Generators [***]
38-210 Water - Forward System (For Galley 1) [***]
79-201 Engine Oil - Remote Replenishment System [***]
TOTAL TECHNICAL FEATURES [***]
9
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
109
ANNEX 3
OPTION AIRCRAFT
1.0 Bombardier hereby agrees to grant Buyer the option to purchase an
additional Twenty (20) CRJ-700 Aircraft as described in Article 1 of
this Supplement (the "Option Aircraft") for the benefit of Buyer under
the following general conditions:
1.1 The price for each of the CRJ-700 Option Aircraft ("CRJ-700
Option Aircraft Purchase Price") shall be the CRJ-700 Base
Price adjusted for changes made pursuant to Article 11 of the
Agreement (only with respect to changes for which a price
adjustment is permitted) and any Non-CRJ Regulatory Changes
pursuant to Article 8A of the Agreement, and further adjusted
to the Delivery Date to reflect [***] to the Delivery Date of
each CRJ-700 Option Aircraft. Such adjustments shall be based
on the economic adjustment formula as stated in Appendix 1 to
the Agreement ("Economic Adjustment Formula") [***] but when
adjusted, the CRJ-700 Option Aircraft Purchase Price shall in
no case be lower than the CRJ-700 Base Price, as stipulated in
Article 2.1 herein.
1.2 Buyer shall exercise its right to purchase the CRJ-700 Option
Aircraft by providing to Bombardier with a definitive
irrevocable written notice of exercise no later than [***]
prior to the Scheduled Delivery Month of the first CRJ-700
Option Aircraft (the "Exercise Date") accompanied by the
Option Deposit (as defined in Article 1.3 herein) for the
applicable CRJ-700 Option Aircraft. The option to purchase the
applicable Option Aircraft shall become null and void in the
event Buyer fails to give such notice of exercise by the
Exercise Date.
1.3 Buyer shall pay to Bombardier a deposit of [***] for the
applicable CRJ-700 Option Aircraft (the "Option Deposit") on
the exercise of the option for such CRJ-700 Option Aircraft.
1.4 The Scheduled Delivery Months of the Option Aircraft are as
follows:
First CRJ-700 Option Aircraft [***] [***]
Second CRJ-700 Option Aircraft [***] [***]
Third CRJ-700 Option Aircraft [***] [***]
Fourth CRJ-700 Option Aircraft [***] [***]
Fifth CRJ-700 Option Aircraft [***] [***]
Sixth CRJ-700 Option Aircraft [***] [***]
Seventh CRJ-700 Option Aircraft [***] [***]
Eighth CRJ-700 Option Aircraft [***] [***]
10
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
110
Ninth CRJ-700 Option Aircraft [***] [***]
Tenth CRJ-700 Option Aircraft [***] [***]
Eleventh CRJ-700 Option Aircraft [***] [***]
Twelfth CRJ-700 Option Aircraft [***] [***]
Thirteenth CRJ-700 Option Aircraft [***] [***]
Fourteenth CRJ-700 Option Aircraft [***] [***]
Fifteenth CRJ-700 Option Aircraft [***] [***]
Sixteenth CRJ-700 Option Aircraft [***] [***]
Seventeenth CRJ-700 Option Aircraft [***] [***]
Eighteenth CRJ-700 Option Aircraft [***] [***]
Nineteenth CRJ-700 Option Aircraft [***] [***]
Twentieth CRJ-700 Option Aircraft [***] [***]
2.0 Upon exercise of Buyer's right to purchase the CRJ-700 Option Aircraft,
the parties shall deem all definitions, terms and conditions of the
Agreement and this Supplement as being applicable to the purchase of
the CRJ-700 Option Aircraft, unless expressly noted otherwise.
[***]
4.0 The provisions of this Annex are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
5.0 This Annex constitutes an integral part of the Supplement and is
subject to the terms and conditions contained therein.
11
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
111
ANNEX 4
AIRCRAFT CREDIT MEMORANDUM
1.0 Bombardier shall issue to Buyer a credit memorandum in the amount of
[***] (the "CRJ-700 Credit Memorandum") expressed in [***] United
States Dollars, concurrent with the actual delivery and the payment in
full of the balance of the CRJ-700 Aircraft purchase price payable on
delivery of each firm or option CRJ-700 Aircraft (as reduced by the
amount of the CRJ-700 Credit Memorandum). The CRJ-700 Credit Memorandum
shall be adjusted to the date of delivery to reflect economic
fluctuations during the period from [***] to the respective delivery
date of the applicable CRJ-700 Aircraft. [***] . Each CRJ-700 Credit
Memorandum shall be applied by Buyer and Bombardier to reduce the
balance of the purchase price on delivery of the firm or option CRJ-700
Aircraft to which it relates.
[***]
3.0 The provisions of this Annex are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
4.0 This Annex constitutes an integral part of the Supplement and is
subject to the terms and conditions contained therein.
5.0 Should there be any inconsistency between this Annex and the Agreement
and/or the Supplement with respect to the subject matter covered by the
terms hereof, then this Annex shall prevail.
12
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
112
ANNEX 5
INTENTIONALLY LEFT BLANK
13
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
113
ANNEX 6
CRJ-700 AIRCRAFT PERFORMANCE GUARANTEES
1.0 AIRCRAFT CONFIGURATION
The guarantees listed below are based on the CRJ-700ER Series 701
Aircraft configuration as defined in Bombardier Aerospace Type
Specification RAD-670-100 issue C, and equipped with GE CF34-8C1
engines as defined in GE document CF34-8C1 Installation Manual
reference GEK 105093. The weight data corresponds to the [***] MTOW
design weight option. Appropriate adjustments shall be made for any
changes in configuration of the Aircraft which have been approved by
the Buyer and Bombardier Aerospace, Regional Aircraft ("Bombardier") or
otherwise allowed by the Purchase Agreement and which cause changes to
the performance of the Aircraft.
2.0 AIRPORT CONDITIONS
All maximum take-off weight calculations are based on the conditions
described below:
- Take-off with zero bleeds, APU on
- APR armed
- Dry runway
- Wind : 0 kts
- Clearway : 0 ft
- Stopway : 0 ft
- Flaps : optimum 8 or 20 deg
- Line-up allowance : 82 ft (25 m)
- Obstacles are defined from start of runway
Airport : PHX, PHOENIX SKY HARBOR INTL
Runway : 26R
Slope : -0.227 %
TORA : 11000 ft
Elev. : 1133 ft
Temper. : 109(degree)F
Obst. : # distance (ft) height (ft)
1 11960 -8
Airport : CVG, CINCINNATI / NORTHERN KY INTL
Runway : 09
Slope : -0.03 %
TORA : 10000 ft
14
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
114
Elev. : 897 ft
Temper. : 45(degree)F
Obst. : # distance (ft) height (ft)
1 12156 76
2 12989 102
3 14354 77
4 15190 103
5 54587 250
6 56785 250
Airport : MEM, MEMPHIS INTL
Runway : 09
Slope : 0.436 %
TORA : 8936 ft
Elev. : 335 ft
Temper. : 54(degree)F
Obst. : # distance (ft) height (ft)
1 10037 51
2 10590 69
3 11843 92
4 14059 137
5 25062 186
Airport : MEX, LIC BENITO JUAREZ INTL
Runway : 05R
Slope : 0.071 %
TORA : 12796 ft
Elev. : 7341 ft
Temper. : 80(degree)F and 72(degree)F
Obst. : none
Airport : YYC, CALGARY INTL
Runway : 16
Slope : -0.103 %
TORA : 12675 ft
Elev. : 3557 ft
Temper. : 33(degree)F
15
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
115
Obst. : # distance (ft) height (ft)
1 13690 -2
2 14040 10
3 44342 119
Airport : DSM, DES MOINES INTL
Runway : 13L
Slope : 0.500 %
TORA : 9001 ft
Elev. : 957 ft
Temper. : 38(degree)F
Obst. : # distance (ft) height (ft)
1 9675 52
2 9918 55
3 10486 68
4 11148 81
Airport : TUL, TULSA INTL
Runway : 18L
Slope : 0.17 %
TORA : 10000 ft
Elev. : 677 ft
Temper. : 52(degree)F
Obst. : # distance (ft) height (ft)
1 11417 37
16
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
116
3.0 PERFORMANCE GUARANTEE
3.1 TAKE-OFF PERFORMANCE
FAR take-off field length, at a take-off gross weight of [***] kg) at
the start of ground run, at Phoenix elevation (1133 ft) with zero
runway slope, no obstacles, zero wind, ISA conditions, flaps 20o, shall
be not more than 5950 feet (1813 m).
3.2 LANDING PERFORMANCE
FAR landing field length, at a landing weight of[***] kg), Phoenix
elevation (1133 ft), ISA conditions, no obstacles, shall be not more
than [***] feet ([***] m).
3.3 SPEED
Level flight airspeed at [***] kg) gross weight, at a pressure altitude
of [***] ft, using maximum cruise thrust with A.C.U. bleeds only, in
ISA conditions shall not be less than [***] M, [***] knots ([***]
km/hr).
3.4 SPECIFIC AIR RANGE
The nautical air miles per pound of fuel in ISA conditions, at [***] ft
pressure altitude, at an aircraft gross weight of [***] lb ([***] kg),
at a true Mach number of [***] M shall be not less than [***] nam/lb
([***] km/kg).
3.5 MISSION PERFORMANCE
3.5.1 MAXIMUM RANGE GUARANTEE
When operated under the conditions specified below with the fixed
quantities and allowances specified in paragraph 3.5.3, the maximum
still air range (stage length) out of Phoenix shall be not less than
[***] nautical miles when carrying a fixed payload of [***] lb
equivalent to[***] passengers at [***] lb.
The maximum take-off weight out of Phoenix (PHX) is based on the
conditions specified in paragraph 2.0 and is in compliance with FAR 25
take-off requirements.
The mission is flown in ISA conditions throughout.
Climb is made starting at [***] ft to [***] ft initial cruise pressure
altitude using a climb speed schedule of [***] KCAS/[***] M ([***] KCAS
is maintained until the altitude where M is reached).
Initial cruise is at [***] ft pressure altitude at an average cruise
Mach number of [***] M. Thrust during cruise is not to exceed maximum
cruise thrust.
17
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
117
Step climb is made starting at [***] ft to ft final cruise pressure
altitude using a climb speed schedule of [***] KCAS/ [***] M.
Final cruise is at [***] ft pressure altitude at an average cruise Mach
number of [***] M.
Descent is made from [***] ft pressure altitude to sea level using a
descent speed schedule of [***] M / [***] CAS.
The fixed fuel reserves, per paragraph 3.5.3, are [***] lb.
3.5.2 BLOCK FUEL AND MAXIMUM PAYLOAD GUARANTEES
When operated under the conditions specified in paragraph 3.5.2.1 with
the fixed quantities and allowances specified in paragraph 3.5.3, the
maximum number of passengers shall not be less than and block fuel
burnt shall not be more than the values presented in Table 1 below for
each mission.
TABLE 1: PAYLOAD AND BLOCK FUEL GUARANTEES
FROM TO Route Average Equiv. Cruise NUMBER OF BLOCK FUEL Fixed Fuel
Dist. winds still air pressure PASSEN- (LB) Reserves
(nm) (kts) range altitude GERS (lb)
(nm) (100 ft)
PHX CVG 1360 5 1344 370 [***] [***] [***]
PHX MEM 1095 -1 1097 370 [***] [***] [***]
PHX MEX 1088 -10 1114 370 [***] [***] [***]
PHX YYC 1064 -11 1093 390 [***] [***] [***]
PHX DSM 997 6 982 370 [***] [***] [***]
PHX TUL 810 0 810 370 [***] [***] [***]
CVG PHX 1360 -84 1696 350 / 390 [***] [***] [***]
MEM PHX 1095 -88 1385 350 / 390 [***] [***] [***]
MEX PHX 1088 -55 1251 390 [***] [***] [***]
(80(degree)F)
MEX PHX 1088 -55 1252 350 / 390 [***] [***] [***]
(72(degree)F)
YYC PHX 1064 -9 1087 370 [***] [***] [***]
DSM PHX 997 -71 1201 350 / 390 [***] [***] [***]
TUL PHX 810 -83 1014 390 [***] [***] [***]
18
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
118
3.5.2.1 MISSION DESCRIPTION
The equivalent still air range (stage length) is the actual route
distance corrected for the average winds. Head winds are negative.
The maximum take-off weight for each departure airport ("from") is
based on the conditions specified in paragraph 2.0 and is in compliance
with FAR 25 take-off requirements.
The missions are flown in ISA conditions throughout.
Climb is made starting at the airport elevation to the initial cruise
pressure altitude specified in Table 1 above using a climb speed
schedule of [***] KCAS/ [***] M.
Cruise is at the pressure altitude specified in Table 1 at an average
cruise Mach number of [***] M. Thrust during cruise is not to exceed
maximum cruise thrust.
When a second cruise pressure altitude is specified in Table 1, a [***]
ft step climb from the first to the second pressure altitude is made
using a climb speed schedule of [***] KCAS/ [***] M. It is followed by
a cruise at the second pressure altitude at an average cruise Mach
number of [***] M.
Descent is made from the final cruise pressure altitude in Table 1 to
sea level using a descent speed schedule of [***] M / [***] KCAS.
3.5.3 FIXED QUANTITIES AND ALLOWANCE
For the purpose of this guarantee the following are fixed quantities
and allowances:
- 15 minutes engine start and taxi out fuel [***]
- 1 minute take-off fuel including acceleration [***]
to initial climb speed (no distance credit)
- 5 minute approach and landing fuel (no distance credit) [***]
- 10 minutes taxi in fuel: taken from the reserves [***]
- Usable reserve fuel remaining upon completion
of landing phase, based on the reserve profile
specified below:
1) 100 nm (185 km) diversion including:
i) climb from destination airport elevation to optimum
altitude at a speed of [***] KCAS
ii) cruise at optimum altitude at long range cruise speed
(LRC)
iii) descent to sea level at a speed of [***] KCAS.
2) plus fuel equivalent to [***] minute hold at [***] feet and
minimum drag speed (VMD).
The stage length is defined as the sum of the climb, cruise and descent
distances.
19
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
119
M denotes true Mach number.
Block fuel includes engine start, taxi out, take-off, climb, cruise,
step climb, descent, approach and landing and taxi in.
The maximum payload and fuel burn guarantees are based on the fixed
estimated Operating Weight Empty (O.W.E.) of [***] lb ([***] kg) and on
the passenger weight allowance of [***] lb ([***] kg).
20
Supplement 1 to MPA 497 Revision Date: 8/13/01
Mesa Air Group, Inc.
Initials
Buyer______ Bombardier_______
120
4.0 WEIGHTS
4.1 MAXIMUM ZERO FUEL WEIGHT GUARANTEE
The Maximum Zero Fuel Weight (M.Z.F.W.) shall not be less than [***] lb
([***] kg).
4.2 MAXIMUM LANDING WEIGHT GUARANTEE
The Maximum Landing Weight (M.L.W.) shall not be less than [***] lb
([***] kg).
4.3 MAXIMUM TAKE-OFF WEIGHT GUARANTEE
The Maximum Take-off Weight (M.T.O.W.) shall not be less than [***] lb
([***] kg).
4.4 OPERATING WEIGHT EMPTY AND CENTER OF GRAVITY GUARANTEES
The Operating Weight Empty is guaranteed to not exceed [***] lb.
Included within this guarantee are weight and center of gravity
allowances for operating items listed below and customer defined
options described below. Should these allowances differ from the actual
values at delivery, appropriate corrections are to be made to the
guaranteed weight (i.e. the Seller can not guarantee the weight of
these allowances).
The center of gravity (CG) range at O.W.E. shall have a maximum forward
limit of [***] . % of Mean Aerodynamic Chord (MAC) and a maximum aft
limit of [***] % MAC (subject to the appropriate corrections noted
above).
TABLE 2: OPERATING WEIGHT EMPTY BUILD-UP
ITEM WEIGHT CG %
DESCRIPTION
(LB) (KG) (IN) (M) MAC
- --------------------------------------------------------------------------------------------------------------------
MANUFACTURER'S WEIGHT EMPTY (BARE) [***] [***] [***] [***] [***]
- --------------------------------------------------------------------------------------------------------------------
Economy Class Seat [***] [***] [***] [***]
Business Class Seat [***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
Entrance Storage Compartment [***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
Galley (G1) [***] [***] [***] [***]
[***] [***] [***] [***]
LH Wardrobe (26 in.) [***] [***] [***] [***]
21
Revision Date: 8/13/01
Supplement 1 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
121
Forward RH Storage Compartment
Cabin Carpet
Aft Lavatory
Emergency Equipment (Basic)
Installed Options
- ----------------------------------------------------------------------------------------------------------------------
M.W.E DELIVERED (MESA AIR) [***] [***] [***] [***] [***]
- ----------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***]
Addition of Unusable Fuel & Engine Oil [***] [***] [***] [***]
Unusable Fuel (21.5 USG)
Engine Oil (5.8 USG)
- ----------------------------------------------------------------------------------------------------------------------
TRUE EMPTY WEIGHT [***] [***] [***] [***] [***]
- ----------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***]
Addition of Operating Items [***] [***] [***] [***]
[***] [***] [***] [***]
Flight & Cabin Crew [***] [***] [***] [***]
Pilot & Copilot [***] [***] [***] [***]
Cockpit Crew Baggage (20 lb/person) [***] [***] [***] [***]
Flight Manuals [***] [***] [***] [***]
[***] [***] [***] [***]
[***] [***] [***] [***]
Galley inserts & Consumables
Galley G1
4 1/2 Size Meal/Beverage Cart
1 1/2 Size Waste Cart
2 Beverage Maker
Galley Water (11 USG)
Lavatory Water (10 USG)
Toilet Fluids (2.3 USG)
- ----------------------------------------------------------------------------------------------------------------------
MINIMUM FLIGHT WEIGHT [***] [***] [***] [***] [***]
- ----------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***]
Consumables [***] [***] [***] [***]
Galley G1 [***] [***] [***] [***]
[***] [***] [***] [***]
Forward Attendant
Aft Attendant
Cabin Crew Baggage (20 lb/person)
22
Revision Date: 8/13/01
Supplement 1 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
122
O.W.E. (EST.) [***] [***] [***] [***] [***]
O.W.E. (GUARANTEE) [***] [***]
23
Revision Date: 8/13/01
Supplement 1 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
123
5.0 PERFORMANCE GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) unless noted otherwise. Altitudes are
pressure altitudes.
5.2 FAR take-off and landing performance are based on the requirements of
FAR 25 amended with FAA NPRM 93-8 document.
5.3 Take-off and landing performance guarantees are based on operation from
hard surfaced, level and dry runways with no wind, no line-up allowance
and no obstacle unless noted otherwise and with anti-skid and automatic
spoilers operative.
5.4 When establishing the take-off performance, no air shall be bled from
the engine(s) for cabin air conditioning or anti-icing and APR shall be
armed and available when one engine fails. The APU shall be on.
5.5 Speed, specific air range, and the climb, cruise, and descent portion
of the mission guarantee include allowance for normal engine bleed and
power extraction. Normal engine bleed is defined as the bleed required
to maintain a cabin pressure altitude not exceeding [***] feet at the
maximum operating altitude with an average cabin ventilation rate of
not less than [***] /min ([***] m3 /min) and a cabin temperature of
[***] C).
5.6 Normal power extraction assumes a load of 45 HP per engine with both
engines operative and a load of 65 HP with one engine inoperative.
5.7 Fuel density is assumed to be [***] pounds / US gallon ([***] kg/l).
All performance guarantees are based on the use of a fuel with a lower
heating value (LHV) of [***] BTU / pound ([***] kilojoules/kg) and on
an Aircraft centre of gravity location of [***] % of the mean
aerodynamic chord.
5.8 All guarantees are contingent upon engine acceptance test performance
acceptable to Bombardier Aerospace, Regional Aircraft and are
applicable to a new airframe - engine combination only.
24
Revision Date: 8/13/01
Supplement 1 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
124
6.0 GUARANTEE COMPLIANCE
6.1 Compliance with take-off and landing performance guarantees shall be
demonstrated by reference to the approved Transport Canada Aircraft
Flight Manual adjusted to reflect any differences due to change in
certification requirements or interpretation thereof.
6.2 Compliance with speed, specific air range and mission performance
guarantees shall be established by calculations based on flight test
data obtained for an aircraft configuration similar to that defined by
this specification and shall be demonstrated by reference to the Flight
Planning and Cruise Control Manual. In addition, at Buyer's request,
compliance with the specific air range guarantee of paragraph 3.4 will
be verified by flight test during the acceptance flight on no more than
two aircraft. Seller will provide a test report to Buyer no later than
15 days after the test. Buyer must notify the Seller of the aircraft to
be flight tested no later than two months before delivery.
6.3 Data derived from tests shall be adjusted as required by conventional
methods of correction, interpolation or extrapolation in accordance
with established aeronautical practices to show compliance with the
performance guarantees.
25
Revision Date: 8/13/01
Supplement 1 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
125
7.0 REMEDIES
7.1 In the event a shortfall in the guarantees contained herein, Bombardier
reserves the right to carry out additional flight test measurements on
a subsequent Aircraft, which may be specially instrumented for this
purpose, with the objective of identifying accurately the cause of the
shortfall and to develop corrective measures. Such measures shall be
developed within a period of twelve (12) months from discovery and
identification of a shortfall (or such other longer period as may be
mutually agreed in view of the corrective measures involved).
7.2 If, during the period commencing at delivery of the First Aircraft and
expiring [***] years later, the guaranteed Operating Weight Empty
mentioned herein is exceeded as a result of (a) Airworthiness
Directives, or (b) Service Bulletins recommended by Bombardier as
necessary either to correct a defect that is the fault of Bombardier or
Bombardier"s supplier, restore reliability or maintainability to
guaranteed levels, or maintain performance specified herein, c)
Regulatory Changes, d) permitted changes, then :
1) [***]
2) [***] ;
(i) Bombardier and Buyer will promptly meet to verify the
allegation of the deficiency.
(ii) If the allegation is found to be true and a
deficiency is acknowledged, then Bombardier will
promptly initiate steps to correct the deficiency,
and
(iii) Until such time as the identified and acknowledged
deficiency is corrected Bombardier will provide to
Buyer as liquidated damages and not as a penalty (the
"Weight Remedy") credit memoranda (or cash less any
amounts owed to Bombardier by Buyer), to be used for
the purchase of goods and services from Bombardier in
amounts based on the following formula:
Remedy = [***]
Where:
Remedy = The amount Bombardier shall pay Buyer as liquidated
damages and not as a penalty, in the form of spare
parts and/or services
26
Revision Date: 8/13/01
Supplement 1 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
126
credit memorandum, per calendar year that the Buyer
operates each Aircraft during which the guarantee has
been broken. Remedy shall begin the year in which the
Operating Weight Empty discrepancy has been
discovered, subject to a maximum for the term of this
guarantee of $100,000 per Aircraft.
[***] [***] [***] [***] [***]
In the event the CG limits change which results in reduced payload
capability for each affected Aircraft, a remedy shall apply as
liquidated damages and not as a penalty, which shall be computed by
applying the same formula as the Weight Remedy, except that the WI
shall be the number of pounds of ballast (only the amount of ballast
which results in exceedance of the guaranteed Operating Weight Empty)
required to restore original CG limits to each affected Aircraft.
If Buyer adds to or modifies the Aircraft for reasons other than those
given in the previous paragraph, with the result being an increase in
the Operating Weight Empty, then the Parties shall amend the Guaranteed
Operating Weight Empty.
7.3 Bombardier's maximum exposure under this Article 7.2 is $[***] and in
no event, will Bombardier's payout under this Article 7.2 exceed such
amount.
8.0 In the event of termination of the Agreement and/or the Supplement,
this Annex shall become automatically null and void.
9.0 The provisions of this Annex are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
10.0 This Annex constitutes an integral part of the Supplement and is
subject to the terms and conditions contained therein.
11.0 Should there be any inconsistency between this Annex and the Agreement
and/or the Supplement with respect to the subject matter covered by the
terms hereof, then this Annex shall prevail
27
Revision Date: 8/13/01
Supplement 1 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
127
ANNEX 7
Intentionally Left Blank
28
Revision Date: 8/13/01
Supplement 1 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
128
ANNEX 8
[***]
1.0 [***]
2.0 [***]
3.0 The provisions of this Annex are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
4.0 This Annex constitutes an integral part of the Supplement and is
subject to the terms and conditions contained therein.
5.0 Should there be any inconsistency between this Annex and the Agreement
and/or the Supplement with respect to the subject matter covered by the
terms hereof, then this Annex shall prevail
29
Revision Date: 8/13/01
Supplement 1 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
129
SUPPLEMENT NO. PA-497-3
TO
MASTER PURCHASE AGREEMENT NO. PA-497
BETWEEN
BOMBARDIER INC.
AND
MESA AIR GROUP , INC.
This Supplement when accepted and agreed to by Mesa Air Group, Inc. (the
"Buyer") will become part of the Master Purchase Agreement No. PA-497 entered
into between BOMBARDIER INC., a Canadian corporation represented by Bombardier
Aerospace, Regional Aircraft having offices at 123 Garratt Boulevard, Downsview,
Ontario, Canada ("Bombardier") and Mesa Air Group, Inc. ("Buyer") dated the 30th
day of April, 2001 (the "Agreement") and will evidence the further agreement of
the parties with respect to the matters set forth herein.
The provisions of the Agreement shall apply to the Bombardier products purchased
and sold in accordance with this Supplement. All capitalized terms herein,
unless defined herein, shall have the same respective meanings given to them in
the Agreement. This Supplement is subject to the provisions of the Agreement,
all of which are incorporated herein, provided that in the event of any
inconsistency between the provision of the Agreement and the provisions of this
Supplement, the latter shall take precedence.
ARTICLE 1.0 SUBJECT MATTER OF SALE
ARTICLE 1 SUPPLEMENTS TO ARTICLE 2 OF THE AGREEMENT
1.1 CRJ-900 Aircraft
Subject to the provisions of the Agreement and this Supplement,
Bombardier will sell and Buyer will purchase Twenty (20) CRJ-900 firm
Aircraft pursuant to Type Specification number RAD-690-100 dated
December 1999 noted in Annex 1 hereto as same may be augmented from
time to time with a complete CRJ-900 type specification to be defined
and delivered to Buyer no later than six (6) months prior to the
Scheduled Delivery Month of Buyer's first CRJ-900 Aircraft in
accordance with the Agreement and this Supplement (the "Specification")
as supplemented to reflect the incorporation of the Buyer selected
optional features ("Buyer Selected Optional Features") set forth in
Annex 1 and 2 hereto. This Supplement shall also apply to all option
CRJ-900 purchased in accordance with
1
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
130
Annex 3 of this Supplement 3 (the firm aircraft and the option aircraft
referred to in this Article 1.1 hereinafter collectively referred to as
the "Aircraft").
ARTICLE 2.0 PRICE
ARTICLE 2 SUPPLEMENTS ARTICLE 4 OF THE AGREEMENT.
2.1 (a) The base price for each of the CRJ-900 Aircraft (excluding the
Buyer Selected Optional Features) Ex Works (Incoterms 2000)
Bombardier's facilities in Dorval, Quebec is [***] ) expressed
in July 1, 2000 Dollars.
(b) The base price of the Buyer Selected Optional Features for the
CRJ-900 is [***] expressed in [***] Dollars.
The Aircraft base price for the CRJ-900 Aircraft shall be the
base price for the Aircraft as stated in paragraph 2.1 (a),
plus the base price of the Buyer Selected Optional Features as
stated in paragraph 2.1 (b) ("CRJ-900 Base Price").
2.2 The price of the CRJ-900 Aircraft on the Scheduled Delivery Date shall
be the CRJ-900 Base Price adjusted for changes made pursuant to
Article 11 (only with respect to those changes for which a price
adjustment is permitted) of the Agreement and any Non-CRJ Regulatory
Changes pursuant to Article 8A.1 of the Agreement, and further
adjusted to the Delivery Date to reflect economic fluctuations during
the period from [***] to the Delivery Date of each Aircraft ("Aircraft
Purchase Price"). Such adjustments shall be in accordance [***] shall
be made with respect to the period by which delivery of the Aircraft
was delayed as a result of such Excusable Delay, and [***] , with
respect to the period by which delivery of the Aircraft was delayed as
a result of such Non-Excusable Delay; and provided further that when
adjusted, the Aircraft Purchase Price shall in no case be lower than
the CRJ-900 Base Price, as stipulated in Article 2.1 herein.
2
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
131
ARTICLE 3.0 DELIVERY PROGRAM
ARTICLE 3 SUPPLEMENTS ARTICLE 6 OF THE AGREEMENT.
3.1 The Aircraft set forth in Column 1 shall be offered for inspection and
acceptance to Buyer at Bombardier's facility in Montreal, Quebec
during the quarterly periods set forth in Column 2, Bombardier shall
also provide Scheduled Delivery Months for the CRJ-900 Aircraft in
calendar months with notice of no less than [***] prior to the first
day of the calendar quarter in which the first scheduled delivery is
to occur .
COLUMN # 1 COLUMN # 2
First CRJ-900 Aircraft [***] [***]
Second CRJ-900 Aircraft [***] [***]
Third CRJ-900 Aircraft [***] [***]
Fourth CRJ-900 Aircraft [***] [***]
Fifth CRJ-900 Aircraft [***] [***]
Sixth CRJ-900 Aircraft [***] [***]
Seventh CRJ-900 Aircraft [***] [***]
Eighth CRJ-900 Aircraft [***] [***]
Ninth CRJ-900 Aircraft [***] [***]
Tenth CRJ-900 Aircraft [***] [***]
Eleventh CRJ-900 Aircraft [***] [***]
Twelfth CRJ-900 Aircraft [***] [***]
Thirteenth CRJ-900 Aircraft [***] [***]
Fourteenth CRJ-900 Aircraft [***] [***]
Fifteenth CRJ-900 Aircraft [***] [***]
Sixteenth CRJ-900 Aircraft [***] [***]
Seventeenth CRJ-900 Aircraft [***] [***]
Eighteenth CRJ-900 Aircraft [***] [***]
Nineteenth CRJ-900 Aircraft [***] [***]
Twentieth CRJ-900 Aircraft [***] [***]
3.2 Buyer shall have the right to convert Buyer's obligation to purchase
any or all of the last five (5) scheduled deliveries of CRJ-900
Aircraft to the obligation to purchase Canadair Regional Jet Series 700
aircraft (on the same terms as provided in the Agreement for the
purchase of CRJ-700 Aircraft exercisable on a per Aircraft basis by
delivery of notice to Bombardier not less than [***] prior to the first
day of the Scheduled Delivery Month of the CRJ-900 Aircraft to which
such conversion notice relates. Upon delivery of such conversion
notice, Buyer shall have no further obligation to purchase the CRJ-900
Aircraft to which such notice relates and the deposit paid by Buyer
with respect to such CRJ-900 Aircraft shall become the deposit for the
CRJ-700 Aircraft purchased in lieu thereof.
3
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
132
3.3 As the CRJ-900 is a new aircraft type, if initial Transport Canada or
FAA type certification of the CRJ-900 Aircraft type is delayed,
Bombardier reserves the right to defer on one occasion the CRJ-900
Aircraft Delivery Dates of any CRJ-900 Aircraft so affected by [***]
from the Scheduled Delivery Month of the applicable Aircraft dues as a
direct result of any delays in obtaining Transport Canada or FAA type
certification of the CRJ-900 Aircraft or the effects thereof, if any,
or directives from either of the said authorities resulting in
additional work required on the said Aircraft by the airworthiness
authorities in order to meet airworthiness regulations, by providing
Buyer with [***] prior written notice. Bombardier agrees that, in the
event of such a delay, it shall use commercially reasonable efforts to
resume the originally agreed upon delivery schedule as soon as
practicable thereafter, and, until such schedule is resumed,
Bombardier shall; (i) [***] shall also provide Scheduled Delivery
Months for the CRJ-900 Aircraft in calendar months with notice of no
less than [***] prior notice to the first day of the calendar quarter
in which the first scheduled delivery is to occur.
4
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
133
ARTICLE 4.0 DELIVERY DELAYS
ARTICLE 4 SUPPLEMENTS ARTICLES 9 AND 14 OF THE AGREEMENT.
4.1 If delivery of the CRJ-900 Aircraft is delayed [***] or by causes not
excused under Article 13.1 of the Agreement ,Bombardier shall pay
liquidated damages as set forth in Article 9.6 or 14 as applicable; as
calculated therein, in the amount of [***] of delay , to a maximum of
[***] for any such delayed Aircraft.
ARTICLE 4.2 SUPPLEMENTS ARTICLE 14.1 OF THE AGREEMENT.
4.2 The grace period referred to in Article 14.1 of the Agreement is [***]
business days from the Readiness Date of the applicable Aircraft for
the first delivery of the CRJ-900 Aircraft, [***] from the Readiness
Date during the [***] calendar month period beginning with the
delivery month of the first CRJ-900 Aircraft, and [***] from the
Readiness Date thereafter.
5
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
134
ARTICLE 5.0 SPARE PARTS
ARTICLE 5.0 SUPPLEMENTS 2.6.1 OF ANNEX A OF THE AGREEMENT.
For a period of [***] from the date of delivery of the first CRJ-700 Aircraft,
Bombardier shall [***] for all purchases for the CRJ-900 Aircraft made by Buyer
during such period[***] . In addition, for a period of [***] beginning on the
date of delivery of the first Aircraft, Bombardier shall provide to Buyer a
discount from the Bombardier Spare Parts Catalogue list prices for all purchase
by Buyer of not less than [***] below list price.
6
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
135
ARTICLE 6.0 PRODUCT ENHANCEMENTS
[***]
7
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
136
ARTICLE 7.0 PERFORMANCE DATA
Bombardier agrees to provide Buyer upon request, without further revision
service, performance data (CR00-491) for the CRJ-900 Aircraft in the form of
[***]
In witness whereof this Supplement was signed on the date written hereof:
For and on behalf of For and on behalf of
MESA AIR GROUP, INC. BOMBARDIER INC.
Bombardier Aerospace
Signed: ____________________ Signed: ____________________
Jonathan Ornstein H. Anne Woodyatt
Chairman/CEO Director, Contracts
Mesa Air Group, Inc. Regional Aircraft
8
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
137
ANNEX 1
SPECIFICATION
Number RAD-690-100
Dated December 1999
9
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
138
ANNEX 2
BUYER SELECTED OPTIONAL FEATURES
CR NO. ITEM DESCRIPTION
- ------ ----------------
CR# TITLE [***]
00-213 Certification - FAA (FAR 25) [***]
00-415 MTOW - 82 500 LB (Extended Range Version) [***]
11-400 Exterior Paint & Placards/Markings - Complex/Multiple [***]
21-201 Baggage - Temperature Control in Aft Comp't [***]
21-209 Air Conditioning - - Ground Cart Connection [***]
23-231 VHF Comm - Third Radio Provisions (Collins) [***]
23-250 SELCAL - Single System (Coltec) [***]
25-03-401 Interior Finish & Decor - Custom Carpets [***]
25-03-402 Interior Finish & Decor - Custom Curtains [***]
25-03-403 Interior Finish & Decor - Custom Bulkheads [***]
25-21-474 PAX Seats - 3 Abreast Business Class (Two Rows) [***]
25-22-401 PAX Seats - In-Arm Meal Trays (Six Seat Pair) [***]
25-22-403 PAX Seats - Leather Dress Covers (36 Seat Pairs) [***]
25-22-404 PAX Seats - Reclining Feature [***]
25-24-410 Wardrobe - LH Forward with Roll-Up Door [***]
25-31-401 G1 Galley - Provisions For Snack & Hot Beverage Service (5 Trolleys) [***]
25-31-404 Galley - Storable Workshelf, Plug In (Each) [***]
25-34-401 Trolley - Atlas Std. Half Size (Qty 5) [***]
25-34-402 Stowage Unit - Atlas Std. (Qty 7) [***]
25-34-403 Trolley - Waste, Atlas Std. Half Size (Qty 1) [***]
25-34-410 Beverage Maker - Atlas Std (APC, Qty 4) [***]
25-35-403 G5 Galley - Provisions For Snack & Hot Beverage Service [***]
25-490 Baggage - Underfloor Retrieval System [***]
31-471 Datalink - Provisions For Allied Signal [***]
33-203 Lights - Red Beacon [***]
34-235 FMS - Single, ACARS Compatible (Collins FMS-4200) [***]
34-250 GPS - Single (Collins GPS-4000) [***]
34-260 Radio Altimeter-Second (Collins) [***]
34-262 Altimeter-Baro Setting Flashing At 18,000 Ft. [***]
34-428 GPWS - Enhanced (Allied Signal) [***]
35-401 Oxygen - PAX Extended Duration Chemical Generators [***]
38-401 Water - Aft System (For G5 Galley & Aft Lav. [***]
38-410 Water - Forward System (G1 Galley & Lav) [***]
79-201 Engine Oil - Remote Replenishment System [***]
TOTAL TECHNICAL FEATURES [***]
10
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
139
ANNEX 3
OPTION AIRCRAFT
1.0 Bombardier hereby agrees to grant Buyer the option to purchase an
additional Twenty (20) CRJ-900 Aircraft as described in Article 1 of
this Supplement (the "Option Aircraft") for the benefit of Buyer under
the following general conditions:
1.1 The price for each of the CRJ-900 Option Aircraft ("CRJ-900
Option Aircraft Purchase Price") shall be the [***] but when
adjusted, the CRJ-900 Option Aircraft Purchase Price shall in
no case be lower than the CRJ-900 Base Price, as stipulated in
Article 2.1 herein.
1.2 Buyer shall exercise its right to purchase the CRJ-900 Option
Aircraft by providing to Bombardier with a definitive
irrevocable written notice of exercise no later than [***]
prior to the Scheduled Delivery Month of the first CRJ-900
Option Aircraft (the "Excercise Date") accompanied by the
Option Deposit (as defined in Article 1.3 herein) for the
applicable CRJ-900 Option Aircraft. The option to purchase the
applicable Option Aircraft shall become null and void in the
event Buyer fails to give such notice of exercise by the
Exercise Date.
1.3 Buyer shall pay to Bombardier a deposit of [***] for the
applicable CRJ-900 Option Aircraft (the "Option Deposit") on
the exercise of the option for such CRJ-900 Option Aircraft.
1.4 The Scheduled Delivery Months of the Option Aircraft are as
follows:
First CRJ-900 Option Aircraft [***] [***]
Second CRJ-900 Option Aircraft [***] [***]
Third CRJ-900 Option Aircraft [***] [***]
Fourth CRJ-900 Option Aircraft [***] [***]
Fifth CRJ-900 Option Aircraft [***] [***]
Sixth CRJ-900 Option Aircraft [***] [***]
Seventh CRJ-900 Option Aircraft [***] [***]
Eighth CRJ-900 Option Aircraft [***] [***]
Ninth CRJ-900 Option Aircraft [***] [***]
Tenth CRJ-900 Option Aircraft [***] [***]
Eleventh CRJ-900 Option Aircraft [***] [***]
Twelfth CRJ-900 Option Aircraft [***] [***]
Thirteenth CRJ-900 Option Aircraft [***] [***]
Fourteenth CRJ-900 Option Aircraft [***] [***]
11
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
140
Fifteenth CRJ-900 Option Aircraft [***] [***]
Sixteenth CRJ-900 Option Aircraft [***] [***]
Seventeenth CRJ-900 Option Aircraft [***] [***]
Eighteenth CRJ-900 Option Aircraft [***] [***]
Nineteenth CRJ-900 Option Aircraft [***] [***]
Twentieth CRJ-900 Option Aircraft [***] [***]
2.0 Upon exercise of Buyer's right to purchase the CRJ-900 Option
Aircraft, the parties shall deem all definitions, terms and
conditions of the Agreement and this Supplement as being applicable
to the purchase of the CRJ-900 Option Aircraft, unless expressly
noted otherwise.
[***]
4.0 The provisions of this Annex are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
5.0 This Annex constitutes an integral part of the Supplement and is
subject to the terms and conditions contained therein.
12
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
141
ANNEX 4
AIRCRAFT CREDIT MEMORANDUM
1.0 Bombardier shall issue to Buyer a credit memorandum in the amount of
[***] (the "CRJ-900 Credit Memorandum") expressed in [***] United
States Dollars, concurrent with the actual delivery and the payment in
full of the balance of the CRJ-900 Aircraft purchase price payable on
delivery of each firm or option CRJ-900 Aircraft (as reduced by the
amount of the CRJ-900 Credit Memorandum). The CRJ-900 Credit Memorandum
shall be adjusted to the date of delivery to reflect economic
fluctuations during the period from [***] to the respective delivery
date of the applicable CRJ-900 Aircraft. [***] . Each firm or option
CRJ-900 Credit Memorandum shall be applied by Buyer and Bombardier to
reduce the balance of the purchase price payable on delivery of the
CRJ-900 Aircraft to which it relates.
2.0 [***]
3.0 The provisions of this Annex are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
4.0 This Annex constitutes an integral part of the Supplement and is
subject to the terms and conditions contained therein.
5.0 Should there be any inconsistency between this Annex and the Agreement
and/or the Supplement with respect to the subject matter covered by the
terms hereof, then this Annex shall prevail.
13
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
142
ANNEX 5
CRJ-900 AIRCRAFT LAUNCH CUSTOMER CREDIT MEMORANDUM
1.0 As a special consideration at the time of actual delivery of and
concurrent with Buyer's payment of the purchase price for each CRJ-900
Aircraft (after deduction therefrom of the amount of the applicable
CRJ-900 Launch Credit) of Buyer being a launch CRJ-900 Aircraft
customer in North America, Bombardier shall issue to Buyer a special
CRJ-900 Firm Aircraft launch customer credit memorandum (the CRJ-900
Launch Credit") in the amount of [***] per CRJ-900 Firm Aircraft. The
CRJ-900 Launch Credit shall be issued in [***] United States Dollars
and shall be adjusted to the date of delivery to reflect economic
fluctuations during the period from July 1, 2000 to the respective
delivery date of the applicable CRJ-900 Firm Aircraft in accordance
with the Economic Adjustment Formula set forth in Appendix 1 to the
Agreement, [***] . The CRJ-900 Launch Credit shall be applied by Buyer
and Bombardier to reduce the balance of the purchase price payable on
delivery of the CRJ-900 Firm Aircraft to which it relates.
2.0 In the event of termination of the Agreement and/or the Supplement,
this Annex shall become automatically null and void.
3.0 The provisions of this Annex are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
4.0 This Annex constitutes an integral part of the Supplement and is
subject to the terms and conditions contained therein.
6.0 Should there be any inconsistency between this Annex and the Agreement
and/or the Supplement with respect to the subject matter covered by the
terms hereof, then this Annex shall prevail.
14
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
143
ANNEX 6
CRJ-900 AIRCRAFT PERFORMANCE GUARANTEES
1.0 AIRCRAFT CONFIGURATION
The guarantees listed below are based on the CRJ-900 Aircraft
configuration as defined in Bombardier Aerospace Type Specification
RAD-690-100 issue NC, and equipped with GE CF34-8C5 engines as defined
in GE Engines Performance Model L0073X. The weight data corresponds to
the [***] lb ([***] ) MTOW design weight option. Appropriate
adjustments shall be made for any changes in configuration of the
Aircraft which have been approved by the Buyer and Bombardier
Aerospace, Regional Aircraft ("Bombardier") or otherwise allowed by the
Purchase Agreement and which cause changes to the performance of the
Aircraft.
2.0 AIRPORT CONDITIONS
All maximum take-off weight calculations are based on the conditions
described below:
- Take-off with zero bleeds, APU on
- APR armed
- Dry runway
- Wind : 0kts
- Clearway : 0 ft
- Stopway : 0 ft
- Flaps : optimum 8 or 20 deg
- Line-up allowance : 82 ft (25 m)
- Obstacles are defined from start of runway
Airport : PHX , PHOENIX SKY HARBOR INTL
Runway : 26R
Slope : -0.227 %
TORA : 11000 ft
Elev. : 1133 ft
Temper. : 109(deg.)F
Obst. : # distance (ft) height (ft)
1 11960 -8
15
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
144
Airport : CVG, CINCINNATI / NORTHERN KY INTL
Runway : 09
Slope : -0.03 %
TORA : 10000 ft
Elev. : 897 ft
Temper. : 45(deg.)F
Obst. : # distance (ft) height (ft)
1 12156 76
2 12989 102
3 14354 77
4 15190 103
5 54587 250
6 56785 250
Airport : MEM, MEMPHIS INTL
Runway : 09
Slope : 0.436 %
TORA : 8936 ft
Elev. : 335 ft
Temper. : 54(deg.)F
Obst. : # distance (ft) height (ft)
1 10037 51
2 10590 69
3 11843 92
4 14059 137
5 25062 186
Airport : MEX, LIC BENITO JUAREZ INTL
Runway : 05R
Slope : 0.071 %
TORA : 12796 ft
Elev. : 7341 ft
Temper. : 80(deg.)F and 72(deg.)F
Obst. : none
Airport : YYC, CALGARY INTL
Runway : 16
Slope : -0.103 %
16
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
145
TORA : 12675 ft
Elev. : 3557 ft
Temper. : 33(deg.)F
Obst. : # distance (ft) height (ft)
1 13690 -2
2 14040 10
3 44342 119
Airport : DSM , DES MOINES INTL
Runway : 13L
Slope : 0.500 %
TORA : 9001 ft
Elev. : 957 ft
Temper. : 38(deg.)F
Obst. : # distance (ft) height (ft)
1 9675 52
2 9918 55
3 10486 68
4 11148 81
Airport : TUL, TULSA INTL
Runway : 18L
Slope : 0.17 %
TORA : 10000 ft
Elev. : 677 ft
Temper. : 52(deg.)F
Obst. : # distance (ft) height (ft)
1 11417 37
17
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
146
3.0 PERFORMANCE GUARANTEE
3.1 TAKE-OFF PERFORMANCE
FAR take-off field length, at a take-off gross weight of [***] lb
([***] kg) at the start of ground run, at Phoenix elevation ([***] ft)
with zero runway slope, no obstacles, zero wind, ISA conditions, flaps
20o, shall be not more than [***] feet ([***] m).
3.2 LANDING PERFORMANCE
FAR landing field length, at a landing weight of [***] lb ([***] kg),
Phoenix elevation ([***] ft), ISA conditions, no obstacles, shall be
not more than [***] feet ([***] m).
3.3 SPEED
Level flight airspeed at [***] lb ([***] kg) gross weight, at a
pressure altitude of [***] ft, using maximum cruise thrust with A.C.U.
bleeds only, in ISA conditions shall not be less than [***] M, [***]
knots ([***] km/hr).
3.4 SPECIFIC AIR RANGE
The nautical air miles per pound of fuel in ISA conditions, at [***] ft
pressure altitude, at an aircraft gross weight of [***] lb ([***] kg),
at a true Mach number of [***] M shall be not less than [***] nam/lb
([***] km/kg).
3.5 MISSION PERFORMANCE
3.5.1 MAXIMUM RANGE GUARANTEE
When operated under the conditions specified below with the fixed
quantities and allowances specified in paragraph 3.5.3, the maximum
still air range (stage length) out of Phoenix shall be not less than
[***] nautical miles when carrying a fixed payload of [***] lb
equivalent to [***] passengers at [***] lb.
The maximum take-off weight out of Phoenix (PHX) is based on the
conditions specified in paragraph 2.0 and is in compliance with FAR 25
take-off requirements.
The mission is flown in ISA conditions throughout.
Climb is made starting at [***] ft to [***] ft pressure altitude using
a climb speed schedule of [***] KCAS/ [***] M ([***] KCAS is maintained
until the altitude where [***] M is reached).
18
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
147
Cruise is at [***] ft pressure altitude at an average cruise Mach
number of [***] M. Thrust during cruise is not to exceed maximum cruise
thrust.
Descent is made from [***] ft pressure altitude to sea level using a
descent speed schedule of [***] M / [***] KCAS.
The fixed fuel reserves, per paragraph 3.5.3, are [***] lb.
3.5.2 BLOCK FUEL AND MAXIMUM PAYLOAD GUARANTEES
When operated under the conditions specified in paragraph 3.5.2.1 with
the fixed quantities and allowances specified in paragraph 3.5.3, the
maximum number of passengers shall not be less than and block fuel
burnt shall not be more than the values presented in Table 1 below for
each mission.
TABLE 1: PAYLOAD AND BLOCK FUEL GUARANTEES
FROM TO Route Average Equiv. Cruise NUM BER OF BLOCK FUEL Fixed Fuel
Dist. winds still air pressure PASSEN GERS (LB) Reserves (lb)
(nm) (kts) range altitude
(nm) (100 ft)
PHX CVG 1360 5 1344 370 [***] [***] [***]
PHX MEM 1095 -1 1097 370 [***] [***] [***]
PHX MEX 1088 -10 1114 370 [***] [***] [***]
PHX YYC 1064 -11 1092 350 [***] [***] [***]
PHX DSM 997 6 982 370 [***] [***] [***]
PHX TUL 810 0 810 370 [***] [***] [***]
CVG PHX 1360 -84 1695 350 [***] [***] [***]
MEM PHX 1095 -88 1384 350 [***] [***] [***]
MEX PHX 1088 -55 1251 390 [***] [***] [***]
(80(deg.)F)
MEX PHX 1088 -55 1252 350 / 390 [***] [***] [***]
(72(deg.)F)
YYC PHX 1064 -9 1087 370 [***] [***] [***]
DSM PHX 997 -71 1201 350 [***] [***] [***]
TUL PHX 810 -83 1013 350 [***] [***] [***]
19
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
148
3.5.2.1 MISSION DESCRIPTION
The equivalent still air range (stage length) is the actual route
distance corrected for the average winds. Head winds are negative.
The maximum take-off weight for each departure airport ("from") is
based on the conditions specified in paragraph 2.0 and is in compliance
with FAR 25 take-off requirements.
The missions are flown in ISA conditions throughout.
Climb is made starting at the airport elevation to the initial cruise
pressure altitude specified in Table 1 above using a climb speed
schedule of [***] KCAS/ [***] M.
Cruise is at the pressure altitude specified in Table 1 at an average
cruise Mach number of [***] M. Thrust during cruise is not to exceed
maximum cruise thrust.
When a second cruise pressure altitude is specified in Table 1, a [***]
ft step climb from the first to the second pressure altitude is made
using a climb speed schedule of [***] KCAS/ [***] M. It is followed by
a cruise at the second pressure altitude at an average cruise Mach
number of [***] M.
Descent is made from the final cruise pressure altitude in Table 1 to
sea level using a descent speed schedule of [***] M / [***] KCAS.
3.5.3 FIXED QUANTITIES AND ALLOWANCE
For the purpose of this guarantee the following are fixed quantities
and allowances:
- 15 minutes engine start and taxi out fuel [***]
- 1 minute take-off fuel including acceleration [***])
to initial climb speed (no distance credit)
- 5 minute approach and landing fuel (no distance credit) [***])
- 10 minutes taxi in fuel: taken from the reserves [***])
- Usable reserve fuel remaining upon completion of landing
phase, based on the reserve profile specified below:
1) 100 nm (185 km) diversion including:
i) climb from destination airport elevation to optimum
altitude at a speed. of [***] KCAS
ii) cruise at optimum altitude at long range cruise
speed (LRC)
iii) descent to sea level at a speed of [***] KCAS.
2) plus fuel equivalent to 45 minute hold at 10000 feet and
minimum drag speed (VMD).
The stage length is defined as the sum of the climb, cruise and descent
distances.
20
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
149
M denotes true Mach number.
Block fuel includes engine start, taxi out, take-off, climb, cruise,
descent, approach and landing and taxi in.
The maximum range, payload and fuel burn guarantees are based on the
fixed estimated Operating Weight Empty (O.W.E.) of [***] lb ([***] kg)
and on the passenger weight allowance of [***] lb ([***] kg).
4.0 WEIGHTS
4.1 MAXIMUM ZERO FUEL WEIGHT GUARANTEE
The Maximum Zero Fuel Weight (M.Z.F.W.) shall not be less than [***] lb
([***] kg).
4.2 MAXIMUM LANDING WEIGHT GUARANTEE
The Maximum Landing Weight (M.L.W.) shall not be less than [***] lb
([***] kg).
4.3 MAXIMUM TAKE-OFF WEIGHT GUARANTEE
The Maximum Take-off Weight (M.T.O.W.) shall not be less than [***] lb
([***] kg).
4.4 OPERATING WEIGHT EMPTY AND CENTER OF GRAVITY GUARANTEES
The Operating Weight Empty is guaranteed to not exceed [***] lb.
Included within this guarantee are weight and center of gravity
allowances for operating items listed below and customer defined
options described below. Should these allowances differ from the actual
values at delivery, appropriate corrections are to be made to the
guaranteed weight (i.e. the Seller can not guarantee the weight of
these allowances).
The center of gravity (CG) range at O.W.E. shall have a maximum forward
limit of [***] % of Mean Aerodynamic Chord (MAC) and a maximum aft
limit of [***] % MAC (subject to the appropriate corrections noted
above).
TABLE 2: OPERATING WEIGHT EMPTY BUILD-UP
ITEM WEIGHT CG %
DESCRIPTION
(LB) (IN) MAC
- --------------------------------------------------------------------------------------------
M.W.E BASIC (CURRENT TYPE SPEC) [***] [***] [***]
- --------------------------------------------------------------------------------------------
[***] [***]
21
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
150
Storage Units [***] [***]
Forward Left Entrance Compartment [***] [***]
Wardrobe [***] [***]
[***] [***]
Additional Crew & Passengers Seating [***] [***]
Business Class Seats [***] [***]
Standard Passenger Seats [***] [***]
[***] [***]
[***] [***]
[***] [***]
Galley Structure
G1 Style Galley
G3 Style Galley
Miscellaneous Items
FWD Lavatory
AFT Lavatory
Cabin Carpet
Customer Options
Emergency Equipment
- --------------------------------------------------------------------------------------------
M.W.E DELIVERED [***] [***] [***]
- --------------------------------------------------------------------------------------------
[***] [***]
Addition of Unusable Fuel & Engine Oil [***] [***]
Unusable Fuel
Engine Oil
- --------------------------------------------------------------------------------------------
TRUE EMPTY WEIGHT [***] [***] [***]
- --------------------------------------------------------------------------------------------
[***] [***]
Addition of Operating Items [***] [***]
[***] [***]
Crew/Bags/Manuals [***] [***]
Pilot & Copilot [***] [***]
Crew Baggage [***] [***]
Flight Manuals [***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
Catering Allowance
G1 1/2 Size Meal Cart (qty. 4)
G1 1/2 Size Waste Cart (qty. 1)
G1 Coffe Maker (qty. 2)
G3 1/2 Size Meal Cart (qty. 2)
G3 Standard Container (qty. 2)
22
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
151
Water Fwd Lav. and Wet Galley 1 (11 USG)
Water Aft Lav. (Basic) (10 USG)
Toilet Chemicals
- --------------------------------------------------------------------------------------------
MINIMUM FLIGHT WEIGHT [***] [***] [***]
- --------------------------------------------------------------------------------------------
[***] [***]
Forward Flight Attendant #1 [***] [***]
Aft Flight Attendant #2 [***] [***]
Crew Baggage [***] [***]
Consumables & Galley Supplies
- --------------------------------------------------------------------------------------------
O.W.E. (EST.) [***] [***] [***]
O.W.E. (GUARANTEE)
23
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
152
5.0 PERFORMANCE GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) unless noted otherwise. Altitudes are
pressure altitudes.
5.2 FAR take-off and landing performance are based on the requirements of
FAR 25 amended with FAA NPRM 93-8 document. Additionally these
performance are contigent upon certification of the aircraft with the
1-g stall speed as the basis for compliance with FAR 25 amended with
FAA NPRM 95-17 document.
5.3 Take-off and landing performance guarantees are based on operation from
hard surfaced, level and dry runways with no wind, no line-up allowance
and no obstacle unless noted otherwise and with anti-skid and automatic
spoilers operative.
5.4 When establishing the take-off performance, no air shall be bled from
the engine(s) for cabin air conditioning or anti-icing and APR shall be
armed and available when one engine fails. The APU shall be on.
5.5 Speed, specific air range, and the climb, cruise, and descent portion
of the mission guarantee include allowance for normal engine bleed and
power extraction. Normal engine bleed is defined as the bleed required
to maintain a cabin pressure altitude not exceeding [***] feet at the
maximum operating altitude with an average cabin ventilation rate of
not less than [***] ft3 /min ([***] m3 /min) and a cabin temperature
of [***] (deg)F) ([***] (deg)C).
5.6 Normal power extraction assumes a load of 45 HP per engine with both
engines operative and a load of 65 HP with one engine inoperative.
5.7 Fuel density is assumed to be [***] pounds / US gallon ([***] kg/l).
All performance guarantees are based on the use of a fuel with a lower
heating value (LHV) of [***] BTU / pound ([***] kilojoules/kg) and on
an Aircraft centre of gravity location of [***] % of the mean
aerodynamic chord.
5.8 All guarantees are contingent upon engine acceptance test performance
acceptable to Bombardier Aerospace, Regional Aircraft and are
applicable to a new airframe - engine combination only.
24
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
153
6.0 GUARANTEE COMPLIANCE
6.1 Compliance with take-off and landing performance guarantees shall be
demonstrated by reference to the approved Transport Canada Aircraft
Flight Manual adjusted to reflect any differences due to change in
certification requirements or interpretation thereof.
6.2 Compliance with speed, specific air range and mission performance
guarantees shall be established by calculations based on flight test
data obtained for an aircraft configuration similar to that defined by
this specification and shall be demonstrated by reference to the Flight
Planning and Cruise Control Manual. In addition, at Buyer's request,
compliance with the specific air range guarantee of paragraph 3.4 will
be verified by flight test during the acceptance flight on no more than
two aircraft. Seller will provide a test report to Buyer no later than
15 days after the test. Buyer must notify the Seller of the aircraft to
be flight tested no later than two months before delivery.
6.3 Data derived from tests shall be adjusted as required by conventional
methods of correction, interpolation or extrapolation in accordance
with established aeronautical practices to show compliance with the
performance guarantees.
25
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
154
7.0 REMEDIES
7.1 In the event a shortfall in the guarantees contained herein, Bombardier
reserves the right to carry out additional flight test measurements on
a subsequent Aircraft, which may be specially instrumented for this
purpose, with the objective of identifying accurately the cause of the
shortfall and to develop corrective measures. Such measures shall be
developed within a period of [***] months from discovery and
identification of a shortfall (or such other longer period as may be
mutually agreed in view of the corrective measures involved).
7.2 If, during the period commencing at delivery of the First Aircraft and
expiring five (5) years later, the guaranteed Operating Weight Empty
mentioned herein is exceeded as a result of (a) Airworthiness
Directives, or (b) Service Bulletins recommended by Bombardier as
necessary either to correct a defect that is the fault of Bombardier or
Bombardier"s supplier, restore reliability or maintainability to
guaranteed levels, or maintain performance specified herein, c)
Regulatory Changes, d) permitted changes, then :
2) 1) [***] [***]
(i) Bombardier and Buyer will promptly meet to verify the
allegation of the deficiency.
(ii) If the allegation is found to be true and a deficiency is
acknowledged, then Bombardier will promptly initiate steps to
correct the deficiency, and
(iii) Until such time as the identified and acknowledged deficiency
is corrected Bombardier will provide to Buyer as liquidated
damages and not as a penalty (the "Weight Remedy") credit
memoranda (or cash less any amounts owed to Bombardier by
Buyer), to be used for the purchase of goods and services from
Bombardier in amounts based on the following formula:
Remedy = [***]
Where:
Remedy = The amount Bombardier shall pay Buyer as liquidated
damages and not as a penalty, in the form of spare
parts and/or services credit memorandum, per calendar
year that the Buyer operates each Aircraft during
which the guarantee has been broken. Remedy shall
begin the year in which the Operating Weight Empty
26
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
155
discrepancy has been discovered, subject to a maximum
for the term of this guarantee of $[***] per
Aircraft.
[***] [***] [***] [***] [***]
In the event the CG limits change which results in reduced payload
capability for each affected Aircraft, a remedy shall apply as
liquidated damages and not as a penalty, which shall be computed by
applying the same formula as the Weight Remedy, except that the WI
shall be the number of pounds of ballast (only the amount of ballast
which results in exceedance of the guaranteed Operating Weight Empty)
required to restore original CG limits to each affected Aircraft.
If Buyer adds to or modifies the Aircraft for reasons other than those
given in the previous paragraph, with the result being an increase in
the Operating Weight Empty, then the Parties shall amend the Guaranteed
Operating Weight Empty.
7.3 Bombardier's maximum exposure under this Article 7.2 is $[***] and in
no event, will Bombardier's payout under this Article 7.2 exceed such
amount.
8.0 In the event of termination of the Agreement and/or the Supplement,
this Annex shall become automatically null and void.
9.0 The provisions of this Annex are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
10.0 This Annex constitutes an integral part of the Supplement and is
subject to the terms and conditions contained therein.
11.0 Should there be any inconsistency between this Annex and the Agreement
and/or the Supplement with respect to the subject matter covered by the
terms hereof, then this Annex shall prevail
ANNEX 7
INTENTIONALLY LEFT BLANK
27
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
156
ANNEX 8
[***]
1.0 Bombardier agrees to provide "[***] " for an additional [***] CRJ-900
Aircraft, (the "CRJ-900[***] ")
Buyer shall have the right to purchase the [***] on the same terms and
conditions as applicable to the Option Aircraft which are described in
the applicable supplement, subject to the condition that the Scheduled
Delivery Months for the [***] Aircraft shall be offered to Buyer
subject to availability.
[***]
3.0 The provisions of this Annex are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
4.0 This Annex constitutes an integral part of the Supplement and is
subject to the terms and conditions contained therein.
5.0 Should there be any inconsistency between this Annex and the Agreement
and/or the Supplement with respect to the subject matter covered by the
terms hereof, then this Annex shall prevail.
28
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____
157
ANNEX 9
[***]
1.0 [***]
[***]
3.0 The provisions of this Annex are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
4.0 This Annex constitutes an integral part of the Supplement and is
subject to the terms and conditions contained therein.
6.0 Should there be any inconsistency between this Annex and the Agreement
and/or the Supplement with respect to the subject matter covered by the
terms hereof, then this Annex shall prevail.
29
Supplement 3 to MPA 497
Mesa Air Group, Inc. Initials
Buyer_____ Bombardier_____