Item 1.01 Entry into a Material De?nitive Agreement.

Amended and Restated Capacity Purchase Agreement

On November 19, 2020, Mesa Air Group, Inc.'s (the "Company") wholly owned subsidiary, Mesa Airlines, Inc. ("Mesa"), entered into the Amended and Restated Capacity Purchase Agreement (the "American CPA") with American Airlines, Inc. ("American"), which is effective as of January 1, 2021 and amends and restates that certain Code Share and Revenue Sharing Agreement, dated as of March 20, 2001(as theretofore amended, supplemented and modified, the "Existing CPA"), between Mesa and American. Certain of the amendments made to the Existing CPA through the American CPA include the following:



   •  A five-year term, commencing January 1, 2021 - December 31, 2025, covering
      40 aircraft;


  • Establishes new compensation payable to Mesa during the new term;


   •  Grants American the option in its sole discretion to withdraw up to: (a) 10
      aircraft during calendar year 2021, provided that for the 6-month period
      ending June 30, 2021, American may only exercise this right if the number of
      mainline narrow body aircraft in American's fleet has been reduced by a
      specified number of aircraft during such period, (b) 5 aircraft during each
      of calendar years 2022 and 2023, and (c) during the period from January 1,
      2024 to July 31, 2024, American can remove the first 20 aircraft to the
      extent not otherwise removed in 2021 - 2023, and thereafter they have the
      right to remove the last 20 aircraft;


   •  Also grants American the right to withdraw a limited number of aircraft in
      connection with the failure to meet certain performance objectives for the
      fleet over consecutive monthly periods, or failure to satisfactorily
      complete established cabin interior program requirements by certain
      deadlines; and


   •  Provides American with additional termination rights, subject to certain
      cure periods, including the occurrence of a force majeure event (as defined
      in the American CPA) that lasts for a specified number of consecutive days
      (including but not limited to a future epidemic or pandemic), the occurrence
      of a labor dispute that affects Mesa's ability to operate over a specified
      number of days, and operating in violation of any existing American
      collective bargaining agreement.

The foregoing description of the American CPA and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the American CPA, which we expect to file as an exhibit to our Quarterly Report on Form 10-Q for the fiscal quarter ending December 31, 2020, subject to applicable requests for confidential treatment with respect to certain portions of the American CPA.

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