mesa-ex101014

*Certain confidential information contained in this agreement has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.

As you are aware, Mesa Airlines, Inc . ("Contractor"), Mesa Air Group, Inc . ("Parent") and United Airlines, Inc. ("United" and, together with Contractor and Parent, the "Parties"), are each a party to that certain Amended and Restated Capacity Purchase Agreement dated as of November 26, 2019 (the "CPA"). Capitalized terms not defined herein shall be defined as provided in the CPA.

1.1Section 2.1(c)- Flight Schedules. Effective April I, 2020, the second sentence of Section 2.1 (c) of the CPA is amended and restated in its entirety as follows:

"United shall also be entitled, in its sole discretion and at any time prior to takeoff, to direct Contractor to delay or cancel a Scheduled Flight, including without limitation for delays and cancellations that are ATC or weather related, and Contractor shall take all necessary action to give effect to any such direction; provided that, other than with respect to any calendar month during the Interim Period, if United, following delivery of a Final Monthly Schedule for such calendar month, directs the cancellation of flights (each, a "United Directed Cancelled Flight" and collectively, the "United Directed Cancelled Flights") and that flight cancellation is coded in United's systems as a United initiated cancel then United shall pay Contractor in accordance with the rates set forth in Schedule 2A or 28, as applicable, for each United Cancelled Flight, as if each such United Cancelled Flight had been operated as contemplated in the Final Monthly Schedule as the sole compensation for such flight."

I .2Section 2.1(c) - Flight Schedules . Effective April I, 2020, the eighth sentence of Section 2.1 (c) of the CPA is amended to add the following proviso to such sentence: [***]

1.3Section 2.1Cf)- Interim Period Communication. The CPA is amended to add the following as a new Section 2. l(f):

"(f) Interim Period Communication. During the Interim Period, United shall use commercially reasonable efforts [***]

1.5Section 3.1 - Contractor Expenses. The first sentence of Section 3.1 of the CPA is hereby amended and restated in its entirety as follows:

"For and in consideration of the services to be provided by Contractor pursuant to the terms and conditions of this Agreement, United shall make payments to Contractor, subject to the terms and conditions set forth in this Article III and elsewhere in this Agreement (including, but not limited to, Section 2.1 (e)). for the following measurements, in each case as applicable with respect to the Covered Aircraft depending on the measurements set forth on Schedules 2A, 2B and 2C with respect to the Covered Aircraft: (i) aircraft per month, (ii) block hours flown on completed Scheduled Flights, (iii) flight

hours flown on completed Scheduled Flights, (iv) the number of departures for completed Scheduled Flights, and (v) the number of aircraft in schedule, in each case in accordance with the rates set forth on Schedules 2A (with respect to the El75 Covered Aircraft and the El75LL Covered Aircraft), 2B (with respect to the CRJ700 Covered Aircraft) and 2C (with respect to the CRJ550 Covered Aircraft) (all such compensation, collectively, the "Compensation for Carrier Controlled Costs"), as applicable. Compensation for Carrier Controlled Costs shall be paid in accordance with Section 3.6. Notwithstanding anything to the contrary in this Agreement, the parties acknowledge and agree that, solely with respect to the Interim Period, the Compensation for Carrier Controlled Costs shall be pursuant to the rates set forth on Attachment 1 to the First Amendment."

1.6Section 3.4(b) - Contractor Expenses. The third sentence of Section 3.4{b) is hereby amended to add the following proviso at the end of such sentence: "provided that the parties acknowledge and agree [***]

1.7Section 3.6{b)(i)(J)- Reconciliation of Certain Compensation for Carrier Controlled Costs. Effective April I, 2020, Section 3.6(b)(i)(J) of the CPA is amended and restated in its entirety as follows:

"(J) In the event of any United Directed Cancelled Flights utilizing CRJ Covered Aircraft or E175LL Covered Aircraft in any calendar month not during the Interim Period, the reconciliation for such month shall include a payment by United to Contractor in an amount equal to the rates set forth in Schedule 2B for each United Directed Cancelled Flight"

1.8Section 3.6(b)(ii) - Reconciliation of Pass-Through Costs. Effective [***], the CPA is hereby amended such that the following proviso will be added to Sections 3.6(b){ii)(A)(I0) and (11) "provided, however, that United shall pay Contractor the dollar amount of such payment obligations no later than the later to occur of (i) the date that is [***] Business Day prior to the due date for such payment obligations and (ii) the date that is [***] Business Days following United's receipt of written notice of such payment obligations from Contractor."

1.9Section 3.6{b){iii}- Reconciliation for Scheduled Block-Hours. Section 3.6{b){iii) of the CPA is amended and restated in its entirety as follows:

(iii)Reconciliation for Scheduled Block-Hours. With respect to any Final Monthly Schedule for any calendar month from time to time, with respect to each of the E175 Covered Aircraft, on the one hand, and the Bombardier Covered Aircraft, on the other hand, if the total number of scheduled block-hours for the applicable fleet in such Final Monthly Schedule (the "Total Monthly Scheduled Block Hours") is less than the Block-Hour Monthly Threshold (as defined below) for such fleet, then United shall pay Contractor the Block-Hour Adjustment Amount (as defined below) for such fleet; [***]provided, however, that, notwithstanding anything to the contrary in this Agreement (including in this Section 3.6(b)(iii)), United's payment obligation for Block-Hour Adjustment Amounts in respect of calendar months during the Interim Period shall not be due and payable until [***]. For the purposes of this Section 3.6(b)(iii), the following definitions shall apply:

"Block-Hour Adjustment Amount" - means, for any calendar month, the product of (x) the Block-Hour Monthly Threshold minus the Total Monthly Scheduled Block-Hours, multiplied by (y) as applicable, either (A) for any calendar month during the Interim Period, [***] or (B) for any calendar month that is not during the Interim Period, [***]; provided that the figure in the foregoing clause (B) shall be adjusted on June I of each calendar year as follows: the new figure, applicable beginning on June 1 of each calendar year, shall be equal to the figure in effect on the date immediately preceding June l of each calendar year multiplied by [***];provided further that the Block-Hour Adjustment Amount shall be calculated separately for each of the El 75 Covered Aircraft, on the one hand, and the Bombardier Covered Aircraft, on the other hand; and provided further that, notwithstanding anything to the contrary in this Section 3.6(b)(iii), the Block-Hour Adjustment Amount for any fleet for any calendar month shall be reduced to the extent that the number of block-hours actually flown for such calendar month is less than the Block-Hour Monthly Threshold for such calendar month [***]:

If the Block-Hour Adjustment Amounts are as set forth below during the Interim Period,