AMENDED AND RESTATED UNITED EXPRESS(R) AGREEMENT

Aircraft Lease Agreement

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MESA AIR GROUP INC | UNITED AIR LINES, INC.

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Title: AMENDED AND RESTATED UNITED EXPRESS(R) AGREEMENT
Governing Law: Illinois Date: 12/14/2004
Industry: Airline

AMENDED AND RESTATED

UNITED EXPRESS(R) AGREEMENT
, Parties: mesa air group inc , united air lines inc.

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EXHIBIT 10.17

* TEXT OMITTED AND FILED SEPARATELY

CONFIDENTIAL TREATMENT REQUESTED

UNDER 17 C.F.R. SECTION 200.80(B)(4),

200.83 AND 240.24b-2

United Contract No. 163872

AMENDED AND RESTATED

UNITED EXPRESS(R) AGREEMENT

BETWEEN

UNITED AIR LINES, INC.

AND

MESA AIR GROUP, INC.

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TABLE OF CONTENTS

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ARTICLE TITLE PAGE

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I. DEFINITIONS................................................. 1

II. SCOPE, TERM, AND CONDITIONS................................. 4

A. SCOPE .................................................. 4

B. TERM ................................................... 5

C. CONDITIONS.............................................. 7

III. SUPPORT SERVICES AND FACILITIES............................. 7

A. GENERAL................................................. 7

B. SPECIAL SUPPORT SERVICES................................ 7

C. COMMUNICATIONS.......................................... 10

D. RESERVATIONS............................................ 10

E. OPERATIONS.............................................. 11

F. STATION SUPPORT SERVICES................................ 14

G. TARIFFS AND SCHEDULE PUBLICATION........................ 14

H. SALES SETTLEMENT........................................ 15

I. ADVERTISING AND PROMOTIONS.............................. 17

J. AUTOMATION.............................................. 17

K. OTHER SUPPLIES.......................................... 20

L. CONTRACTOR ASSISTANCE................................... 21

IV. AIR SERVICES TO BE PROVIDED BY CONTRACTOR................... 21

A. SCHEDULES AND CHARTERS TO BE OPERATED BY CONTRACTOR..... 21

B. AIRCRAFT TO BE USED..................................... 23

C. INVENTORY............................................... 26

D. FLIGHT CREWS TO BE USED................................. 26

E. INFLIGHT SALES.......................................... 27

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V. OPERATING RESTRICTIONS...................................... 27

A. UNITED EXPRESS OPERATIONS ONLY.......................... 27

B. NO OPERATION OUTSIDE AGREEMENT.......................... 27

C. BREACH OF OPERATING RESTRICTIONS........................ 28

VI. LICENSE..................................................... 28

A. GRANT OF LICENSE........................................ 28

B. TERMS AND CONDITIONS GOVERNING LICENSE.................. 28

C. INFRINGEMENT............................................ 30

VII. ADDITIONAL UNDERTAKINGS..................................... 30

A. BULK PURCHASES.......................................... 31

B. FUEL ................................................... 31

C. PURCHASE BY UNITED OF PASS THROUGH COST ITEMS........... 31

D. UNIFORMS................................................ 31

E. PASSES AND REDUCED RATE TRAVEL.......................... 31

F. SIGNAGE................................................. 32

G. ENVIRONMENTAL........................................... 32

H. START-UP COSTS.......................................... 32

I. AIRCRAFT SUBSTITUTIONS.................................. 33

VIII. RATES PAYABLE TO CONTRACTOR................................. 33

A. RATES .................................................. 33

B. OPERATING GOALS......................................... 36

C. MARKUP ................................................. 37

D. WIRE TRANSFER AND RECONCILIATION........................ 37

IX. FEES PAYABLE TO UNITED...................................... 38

A. GOVERNMENT ASSISTANCE................................... 38

X. MAINTENANCE AND FUELING..................................... 39

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XI. U.S. MAIL................................................... 39

XII. INSURANCE................................................... 39

A. INSURANCE TYPES......................................... 39

B. 30-DAY NOTICE........................................... 40

C. FAILURE TO MAINTAIN INSURANCE........................... 40

XIII. LIABILITY AND INDEMNIFICATION............................... 40

A. EMPLOYER'S LIABILITY AND WORKERS' COMPENSATION.......... 40

B. INDEMNIFICATION BY CONTRACTOR........................... 40

C. INDEMNIFICATION BY UNITED............................... 41

D. CONTRACTOR'S SUPPLIES LIABILITY......................... 41

E. UNITED DEFINITIONS...................................... 43

XIV. REPORTS..................................................... 43

A. CLOSE-OUT ENTRIES....................................... 43

B. BOARDING INFORMATION.................................... 44

C. OPERATING PERFORMANCE................................... 44

D. INSPECTION.............................................. 44

E. FINANCIAL STATEMENTS.................................... 44

F. GOVERNMENT FILINGS...................................... 44

G. COPY OF GOVERNMENT REPORTS.............................. 45

XV. INDEPENDENT CONTRACTORS AND UNAUTHORIZED OBLIGATIONS........ 45

A. INDEPENDENT CONTRACTORS................................. 45

B. UNAUTHORIZED OBLIGATIONS................................ 46

C. CONTRACTOR OPERATED FLIGHTS............................. 46

XVI. DEFAULT AND TERMINATION..................................... 46

A. OPERATIONS DEFAULT...................................... 46

B. COVENANT DEFAULT........................................ 47

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C. DEFAULT BY CONTRACTOR................................... 47

D. SIMILAR AGREEMENTS...................................... 48

E. NON-COMPLIANCE WITH STANDARDS........................... 48

F. CONSEQUENCES OF TERMINATION............................. 49

G. UNITED'S LIQUIDATED DAMAGES............................. 49

H. RESTRICTED ACTIONS...................................... 50

XVII. ASSIGNMENT, MERGER AND ACQUISITION.......................... 50

A. ASSIGNMENT.............................................. 50

B. MERGER AND ACQUISITION.................................. 51

XVIII. CHANGE OF LAW............................................... 51

XIX. TAXES, PERMITS AND LICENSES................................. 51

A. TRANSACTION TAXES....................................... 51

B. PAYROLL TAXES........................................... 52

C. PERMITS AND LICENSES.................................... 52

XX. REVIEW...................................................... 52

XXI. JURISDICTION................................................ 53

XXII. NOTICES..................................................... 53

XXIII. APPROVALS AND WAIVERS....................................... 54

XXIV. GOVERNING LAW............................................... 54

XXV. CUMULATIVE REMEDIES......................................... 54

XXVI. FORCE MAJEURE............................................... 55

XXVII. SEVERABILITY AND CONSTRUCTION............................... 55

XXVIII. ACKNOWLEDGMENT.............................................. 55

XXIX. CONFIDENTIALITY............................................. 55

XXX. RELATED AND THIRD PARTY AGREEMENTS.......................... 56

XXXI. ENTIRE AGREEMENT............................................ 56

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XXXII. REFERENCES TO TIME PERIODS................................... 56

APPENDIX A ............................................................. 58

APPENDIX B ............................................................. 59

APPENDIX C ............................................................. 60

APPENDIX D ............................................................. 61

APPENDIX E ............................................................. 63

APPENDIX F ............................................................. 64

APPENDIX G ............................................................. 66

APPENDIX H ............................................................. 68

APPENDIX I ............................................................. 77

APPENDIX J ............................................................. 78

Appendix K ............................................................. 79

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* TEXT OMITTED AND FILED SEPARATELY

CONFIDENTIAL TREATMENT REQUESTED

UNDER 17 C.F.R. SECTION 200.80(B)(4),

200.83 AND 240.24b-2

UNITED EXPRESS(R) AGREEMENT

This Agreement, dated as of January 28, 2004, is between UNITED AIR LINES,

INC., a Delaware corporation, with its worldwide headquarters located at 1200 E.

Algonquin Road, Elk Grove Township, IL 60007 ("UNITED"), and Mesa Air Group,

Inc., a Nevada corporation, having its principal mailing address at 410 N 44th

St., Suite 700 Phoenix, AZ 85008 ("CONTRACTOR").

WITNESSETH:

WHEREAS, United holds a certificate of public convenience and necessity

issued pursuant to the Federal Aviation Act of 1958 authorizing United to engage

in air transportation of persons, property and mail, and is a major airline

providing scheduled air service in both national and international markets;

WHEREAS, Contractor is the parent company of a group of air carriers

holding a certificate of public convenience and necessity issued pursuant to the

Federal Aviation Act of 1958 authorizing them to engage in air transportation of

persons and property;

WHEREAS, Contractor is willing to cause one or more of its wholly-owned

subsidiaries to perform service on behalf of United;

WHEREAS, United owns various trademarks, service marks, trade names,

logos, emblems, uniform designs and distinctive exterior and interior color

decor and patterns for its aircraft, including, but not limited to, the service

mark United Express (hereinafter referred to individually and collectively as

"UNITED MARKS" or "MARKS");

WHEREAS, United has entered into agreements with several regional carriers

to provide air transportation services under the United Express mark for city

pairs where it is generally uneconomic for United to operate such services;

WHEREAS, United will provide Contractor, pursuant to the terms of this

Agreement, a non-exclusive license to use one or more of the United Marks in

connection with Contractor's United Express Services.

NOW, THEREFORE, in consideration of the foregoing premises, mutual

covenants and obligations hereinafter contained, the parties agree as follows:

I DEFINITIONS

A. "Apollo Services" means the computerized Apollo Reservations and

Ticketing Service (or any similar or substitute service offered by or on behalf

of United), which

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performs flight, hotel, rental car and other travel related services,

reservations and ticket issuance functions.

B. "Contractor Location"

means any airport terminal facility where Contractor provides Contractor's

United Express Services pursuant to this Agreement and Contractor, but not

United, has employees stationed (including any terminal facility where

Contractor provides Contractor's United Express Services pursuant to this

Agreement that is different from the terminal facility from which United

operates in the same airport).

C. "Contractor's United Express Services"

means the services or operations provided and maintained by Contractor or

its affiliates in connection with providing scheduled air transportation service

as a United Express Carrier and related ground and other services to United and

its affiliates pursuant to the terms of this Agreement (including, without

limitation, the services required under ARTICLE IV).

D. "United Express Service Standards" or "Service Standards"

means the procedures prescribed by United that describe United's approved

standards, policies, requirements and procedures for various activities relating

to the provision of air transportation services. These Service Standards are

provided in APPENDIX H.

E. "Default"

means, individually or collectively, a SECTION A DEFAULT, a SECTION B

DEFAULT, a SECTION C DEFAULT, a SECTION D DEFAULT, or a SECTION E DEFAULT, each

as defined in ARTICLE XVI.

F. "Designated Personnel"

means all of Contractor's employees who provide Contractor's United

Express Services in job classifications requiring direct public contact.

Furthermore, this covers all customer service, ramp service, pilots, and flight

attendants.

G. "Effective Date"

shall have the meaning set forth in ARTICLE II.B.

H. "Environmental Laws"

means all federal, state, local and foreign laws and regulations, and

airport rules, regulations and policies relating to pollution or the

environment, including, without limitation, laws and regulations relating to

emissions to the air, discharges to surface and subsurface waters, safe drinking

water, the storage, release, disposal, transport or

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handling of chemicals, pollutants, contaminants, wastes, hazardous substances,

petroleum and petroleum products, and aircraft noise, vibration, exhaust and

overflight.

I. "Ground Handling Duties"

means the provision of one or more of the following: (1) lavatory service,

(2) overnight cabin cleaning, (3) loading and unloading of baggage, mail and

freight, (4) receipt and dispatch, (5) baggage delivery, and (6) provisioning

personnel and storage space.

J. "Ground Handling Provider" means, for each city in which Contractor

operates flights in Contractor's United Express Services, either United or

another entity selected by United (which, in some cities, will be Contractor) to

provide ground handling services to Contractor in that city.

K. "Joint Location"

means any airport terminal where Contractor provides Contractor's United

Express Services pursuant to this Agreement and both United and Contractor have

employees stationed.

L. "Marks" or "United Marks"

shall have the meaning set forth in the recitals of this Agreement.

M. "Rates"

shall have the meaning set forth in ARTICLE VIII

N. "Related Agreements"

shall have the meaning set forth in ARTICLE XXX.

O. "Revenue Passenger"

means each passenger traveling on Contractor in connection with

Contractor's United Express Services who holds a ticket (electronic or

otherwise), flight coupon, voucher or other form of document that (i) entitles

that passenger to board an aircraft and (ii) is issued pursuant to or in

connection with a published or unpublished fare. Passengers traveling on a

purchased ticket (including ID50 airline industry reduced rate tickets),

wholesaler voucher, or voucher issued as denied boarding compensation, shall be

considered to be Revenue Passengers. In addition, passengers traveling on a free

ticket as (or as part of) a Mileage Plus(R) award or a free ticket issued in

conjunction with a two-for-one fare or other similar fare established by United,

shall be considered to be Revenue Passengers. A passenger traveling on any other

type of free or service charge-based ticket, including, but not limited to, a

site inspection ticket, or wholesaler compensation ticket, any travel agent or

wholesaler traveling on a positive space or space available ticket, and any

employee of United, Contractor or any other carrier traveling on

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either a positive space or space available ticket, shall not be considered a

Revenue Passenger. All Revenue Passengers shall be considered when calculating

any Monthly Incentive Payment.

P. "Support Services"

means those activities set forth in ARTICLE III which are related to the

operation of airline services except during flight.

Q. "Termination Date"

shall have the meaning set forth in ARTICLE II.B.

R. "United Express Carrier"

means an air carrier which has been contractually given a non-exclusive

license to use the mark United Express and one or more other United Marks in

connection with providing air transportation service to United pursuant to an

agreement between United and such air carrier.

S. "United Location"

means any airport terminal facility where Contractor and United both have

operations and United, but not Contractor, has employees stationed.

T. "United's Actual Cost"

means any and all costs or expenses actually incurred by United, not

including any markup by United, any allocation of administrative or overhead

expenses, or any administrative service charge imposed by United.

U. "Aircraft Used in United Express Service"

means any type and amount of aircraft set forth in APPENDIX A.

II. SCOPE, TERM, AND CONDITIONS

A. SCOPE

The scope of this Agreement pertains to type and amount of Contractor's

aircraft set forth in APPENDIX A, and as it may be amended in accordance

herewith from time to time.

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B. TERM

1. TURBOPROP: This Agreement becomes effective on July 6, 2003 at 1:01

a.m., Chicago, Illinois time, on (the "EFFECTIVE DATE") and shall terminate 10

years from the effective date (the "TERMINATION DATE"), unless it is terminated

at an earlier date by United giving written notice * months prior to the *

anniversary of the Effective Date, or as otherwise set forth under the

provisions of this Agreement. Notwithstanding the preceding sentence, those

provisions of this Agreement that specifically require actions prior to the

Effective Date shall be effective upon execution of this Agreement. * months

prior to the Termination Date, United and Contractor shall engage in discussions

regarding the potential extension of the Agreement or ramp down schedule for

Contractor's United Express operations; provided, however, that the decision to

extend or ramp down the Agreement shall be at United's sole discretion. The

terms of any extension of the Agreement will be mutually agreed upon by

Contractor and United.

(i) DELIVERY OF TURBOPROPS: Turboprops must be delivered and ready

to enter the United Express schedule on the dates described in Appendix A.

(ii) CONSEQUENCES FOR LATE DELIVERY OF TURBOPROPS: If any Turboprop

is delivered later than * after the dates set out in Appendix A other than for

reasons set forth below *. If, upon inspection, an aircraft is determined by

Contractor to have any damage that must be repaired, or if the aircraft is

damaged after takeoff en route to Contractor for delivery, Contractor will have

the choice either to repair or replace the aircraft. If Contractor chooses to

repair the aircraft, the * deadline will be extended by no longer than the time

spent repairing the aircraft after the original * deadline. If Contractor

chooses to replace the aircraft, the * deadline will be extended by no longer

than the time it would have taken to repair the aircraft. The inspection

mentioned above must take place on or before *, regardless of the date of this

contract, and if Contractor determines from such inspection that repairs will be

necessary, Contractor must advise United of this delay by no later than * or

this extension of the delivery deadline will be waived. For no other reason will

the * deadline be extended. In such a case where repairs are required,

Contractor will use commercially reasonable efforts to expedite the repairs to

the aircraft.

2. REGIONAL JET: This Agreement as it relates to the RJ-50 and RJ-70

(collectively, "RJ") fleet becomes effective on August 1, 2003 at 1:01 a.m.,

Chicago, Illinois time (the "RJ START DATE").

a. INITIAL RJ-70: The first * 70-seat or 64-seat Regional Jet

("RJ") aircraft, as the case may be, will be divided into three tranches of *, *

and * aircraft, respectively ("RJ Tranches"). The term of this Agreement for (a)

the first RJ Tranche, which shall consist of the * RJ aircraft having the

earliest lease expiration dates, will expire December 31, 2011, (b) the second

RJ Tranche of * RJ aircraft will expire on December 31, 2012, and (c) the third

RJ Tranche, which shall consist of the * RJ aircraft having the latest lease

expiration dates, will expire on December 31, 2013. Upon expiration of this

Agreement for each RJ Tranche, and if United

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*Confidential Treatment Requested

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and Contractor do not thereupon extend the term of this Agreement for such RJ

Tranche, then ramp down of the aircraft for such RJ Tranche out of the terms and

conditions of this Agreement will take place gradually over * following

termination at a rate of no more than * aircraft per month, to be mutually

agreed upon by United and Contractor.

(i) DELIVERY OF INITIAL RJ-70s: RJ-70s must be delivered and

ready to enter the United Express schedule on the dates described in Appendix A.

(ii) CONSEQUENCES FOR LATE DELIVERY OF RJ-70S: If any RJ-70

is delivered later than * after the dates set out in Appendix A, *. In the case

where any of the RJ-70s cannot be delivered because of a delay by Bombardier of

RJ-900s to Contractor for reasons wholly related to Bombardier manufacturing

(including Bombardier employee strikes), and in the case that Bombardier can

produce verifiable proof that the delivery of the RJ-900s was a) delayed (and

the period of delay) and b) delayed for reasons wholly related to Bombardier

manufacturing (including Bombardier employee strikes), then *.

b. RJ-50: For * 50-seat Regional Jet ("RJ-50") aircraft, the term

of this Agreement will expire no later than December 31, 2008 and will

correspond to the introduction of the * Replacement RJ 70s as outlined in

ARTICLE FII.B.2.c.

(i) DELIVERY OF FIRST FIVE RJ-50S: First * RJ-50s must be

delivered and ready to enter the United Express schedule on the dates described

in Appendix A.

(ii) CONSEQUENCES FOR LATE DELIVERY OF FIRST FIVE RJ-50S: If

any RJ-50 is delivered later than * after the dates set out in Appendix A *.

(iii) DELIVERY OF LAST TEN RJ-50S: Contractor must provide

delivery dates for each of the Last * RJ-50s at any time at its discretion

before *. Once Contractor has submitted to United the delivery dates for the

Last * RJ-50s, at United's sole discretion United will be entitled to accept or

decline authorization of these aircraft on an aircraft by aircraft basis. If

accepted, Contractor must deliver the RJ50 on the date set out in the Last *

RJ-50 Schedule. If declined, Contractor will no longer be authorized to add the

declined aircraft to United Express' Fleet and no payments or penalties will be

owed by United on such declined aircraft..

(iv) CONSEQUENCES FOR LATE DELIVERY OF LAST TEN RJ-50S: If

any RJ-50 is delivered later than * after the dates set out in Last * RJ-50

Schedule, *.

c. 15 REPLACEMENT RJ 70S: The delivery of * RJ70s will occur no

sooner than the withdrawal of the * short term RJ50s on a one for one basis. *

All Replacement RJ-70 deliveries (and the corresponding RJ-50 retirements) must

be completed by no later than *. The term for the * replacement RJ 70s shall

expire * from the delivery of each individual RJ70, but in any case no later

than December 31, 2018.

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*Confidential Treatment Requested

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(i) DELIVERY OF REPLACEMENT RJ-70S: Contractor must advise

United of the delivery date of each Replacement RJ-70 no later than * before the

delivery date of each RJ-70. Contractor must advise United of the delivery dates

of all RJ-70s no later than *. Replacement RJ-70s must be delivered and ready to

enter the United Express schedule on these dates.

(ii) CONSEQUENCES FOR LATE DELIVERY OF REPLACEMENT RJ-70S: *.

C. CONDITIONS

1. RENEWAL OPTION. Upon expiration of this Agreement, for each RJ-70

Tranche and for the RJ-50 fleet, United may renew the term hereof for each RJ

Tranche aircraft and for each RJ-50 aircraft for an additional term of *, on the

then existing terms and conditions, upon at least * written notice prior to the

end of such term.

PILOT CONSIDERATION for 70-seat Regional Jet Employment for Furloughed United

Pilots. Contractor acknowledges that United has been required to furlough some

of its pilots over the past several years. As additional consideration, with the

exception of Paragraph 11 of the Letter 03-22, Contractor has agreed to

provisions outlined in Letter 03-22, Letter 03-23 and Letter 03-24, "Job

Opportunities for Furloughed United Pilots" between United and the Air Line

Pilot Association dated August 21, 2003, August 21, 2003 and September 5, 2003,

which is incorporated herein by reference. United retains the right to recall

furloughed pilots hired by Contractor. Should United decide to recall

aforementioned pilots within * months of any pilot's Contractor hire date,

United will reimburse the aforementioned pilots for Contractor's pilot prorated

training costs of $* per CRJ pilot, $* per Dash-8 pilot and $* per B1900 pilot,

prorated by the number of months remaining until that pilot's * anniversary as

compared to the full cost over *.

III. SUPPORT SERVICES AND FACILITIES

A. GENERAL

1. SUPPORT SERVICES. United and Contractor will provide Support

Services and facilities to the extent and in the manner set forth in the

subsequent provisions of this ARTICLE III. All such Support Services and

facilities set forth in this ARTICLE III will be furnished only with respect to

Contractor's United Express Services.

2. APPROVAL OF SUPPORT SERVICES. United reserves the right to

approve or disapprove the implementation of any Support Services or facilities

offered to Contractor for Contractor's United Express Services by any third

party at any location. Such approval shall not be unreasonably withheld.

B. SPECIAL SUPPORT SERVICES

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*Confidential Treatment Requested

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In addition to other services to be made available to or provided to

Contractor pursuant to this Agreement, and as summarized in and in accordance

with APPENDIX B (City Pairs and Ground Handling) and APPENDIX C (Contractor

Support Services), United agrees that it or its designees will provide and

Contractor agrees to use the following services and facilities for Contractor's

United Express Services, be they provided by United or its designee:

1. USE OF THE UNITED DESIGNATOR CODE

All scheduled air transportation provided by Contractor as a part of

Contractor's United Express Services will be displayed by United in Apollo

Services, the Official Airline Guide ("OAG") and all other computerized

reservations systems, using the appropriate United designator code, "UA" or

"UA*," and a flight number within a range of flight numbers assigned by United.

2. USE OF APOLLO SERVICES

In selling and providing Contractor's United Express Services,

Contractor will only use Apollo Services, including United's automated check-in,

United's ticketing (including United's electronic ticketing service,

E-Ticket(SM)) and boarding passes, advance seat reservation system and United's

automated baggage tag printing and baggage tracing systems.

3. PARTICIPATING IN UNITED'S MILEAGE PLUS(R) PROGRAM

At United's discretion, all passengers with paid tickets traveling

on a flight segment included in Contractor's United Express Services, whether or

not in conjunction with a United flight segment, will be awarded mileage credits

for United's Mileage Plus Program or any other frequent flyer program as

specifically approved by United. Contractor shall not participate in the

frequent traveler program of any other carrier in connection with Contractor's

United Express Services, unless otherwise mutually agreed between United and

Contractor in writing. United has sole discretion concerning decisions relating

to accrual or redemption of award travel on Contractor's United Express flights.

In addition, United will bear the cost of providing redemption travel and

receive all revenue and benefits from the sale of frequent flyer credits (e.g.

miles) related to Contractor's United Express service.

4. USE OF UNITED TICKET STOCK, BAGGAGE TAGS AND TICKET WALLETS

In selling air transportation of passengers and property, both

on-line and off-line, Contractor will use only United passenger ticket stock,

ticket wallets and baggage tags in connection with Contractor's United Express

Services. Unless otherwise agreed, United will provide to Contractor all United

passenger ticket stock, United airway bills, United cargo bills and other

shipping documentation for all Contractor's United Express Services, and United

will provide to Contractor ticket wallets and baggage tags for Joint Locations

and United Locations only; provided that such quantities do not exceed

reasonable levels. Contractor shall reimburse United, at United's Actual Cost,

for all

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documentation requested by Contractor. Ticket wallets, baggage tags and other

passenger processing documents approved by United will be acquired by Contractor

for all Contractor Locations through a supplier designated by United. Contractor

shall be required to convert to the use of different ticket wallets, baggage

tags and other passenger processing documents upon * prior written notice to

Contractor by United.

5. CREDIT CARD SALES AND REJECTS; BAD CHECKS

Contractor will use only credit-industry or airline-industry

standard credit card vouchers and receipts in connection with credit card sales

for tickets, cargo, excess baggage or other services on Contractor's United

Express Services. * Contractor will reimburse United for the expenses of such

discount fees and credit card rejects. Contractor will absorb the risk of bad

checks used as payment for tickets and vouchers written by Contractor for

passage or freight in connection with Contractor's United Express Services.

6. DENIED BOARDING

a. In the event of voluntary or involuntary denied

boardings, Contractor shall make a good faith effort to rebook United Express

customers on the next available flight operated by one of United's code share

partners, such as US Airways, or a Star Alliance partner, provided that the

routing is logical and does not seriously inconvenience the customer.

b. Contractor is required to provide to United, upon

specific written request from United, specific station information regarding the

weight restrictions and aircraft limitations which could results in Denied

Boardings. Such requests shall be made by United's Revenue Management Department

(WHQIM) and responses from Contractor shall be provided within * weeks of such

request.

c. United will pay Contractor the Unit Rates per completed

passenger for interrupted trip expense (RJ-50 and RJ-70 only) as set forth in

Appendix D. Contractor and United agree to review the interrupted trip expense

six months after execution of this agreement. If Contractor's actual

uncontrollable costs are below $* per passenger, Contractor will reduce this

rate to the actual cost for the remainder of this agreement.

7. TICKET AND BAGGAGE HANDLING FEES

All ticket handling, baggage handling and other service charges and

fees assessed by carriers other than United relating to Contractor's services

(including, but not limited to, Contractor's United Express Services) will be

absorbed directly by United.

8. CUSTOMER SERVICE TRAINING

On a schedule, at a place, to an extent, for a number of persons,

and in a manner determined by United, United will provide training for

Contractor's instructors

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*Confidential Treatment Requested

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that United deems sufficient to permit Contractor's instructors to be able to

provide and train others to provide customer services for Contractor's United

Express Services. Contractor will have no obligation to pay United for such

training. However, Contractor agrees to adhere to the United Express Standards

of Service as outlined in APPENDIX H for all Customer Service of their United

Express flights.

C. COMMUNICATIONS

1. TELEPHONE AND DATA LINES

United, at its expense, will provide and maintain or arrange for the

provision of reservations telephone lines connecting the cities served by

Contractor in connection with Contractor's United Express Services with United's

Reservations Centers. United, at its expense, will establish, operate and

maintain or arrange for the provision of the data circuits from Contractor's

airport ticket offices and other selected locations linking the United-approved

data processing equipment at those locations with Apollo Services. United, at

its expense, will also provide and arrange for Contractor's SOC Communication

with Apollo Services. United will determine, at its sole discretion, the

necessity and feasibility of installing all such communications equipment. All

other telephone expenses, such as Contractor's long distance expenses shall be

borne by Contractor as a station operating expense.

2. PROTECTION OF CIRCUITS

Contractor will take all necessary precautions to protect the data

circuits provided for Contractor's use pursuant to this Agreement by United or

its designee.

D. RESERVATIONS

1. RESERVATIONS FUNCTIONS

United agrees to provide, at its expense, the following reservations

functions for Contractor's United Express Services:

a. Answering reservations telephones, providing information

regarding schedules and fares, making bookings and providing other services

normally associated with airline reservations services in accordance with

United's established procedures.

b. Providing personnel so that telephone calls are answered

at a service level determined by United.

c. Answering all calls terminating on specified telephone

lines as United or United Express, at United's option.

d. To the extent practicable, re-accommodating and

notifying passengers of confirmation on United, Contractor and other airlines

and clearance from wait-list.

e. Reviewing and processing inbound prepaid ticket advices.

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f. Providing reservations services to the hearing impaired

via a special telephone number during normal business hours.

2. APOLLO SERVICES ACTIVITIES

Contractor agrees to use Apollo Services for the following

activities for Contractor's United Express Services, which are to be provided by

United:

a. Establishment, maintenance, display and change of

passenger name records (PNRs).

b. Confirmation of passengers against seat inventory on

Contractor's United Express Services and United's scheduled flights and on other

airlines where flight availability is maintained in Apollo Services.

c. Maintenance of seat availability for Contractor's United

Express Services scheduled flights.

d. Transmission of availability status messages (AVS) for

Contractor's United Express Services scheduled flights to other airlines with

which United has an agreement in accordance with Standard Industry Passenger

Procedures (SIPP).

e. Process inbound reservations messages received from

ARINC addressed to Contractor.

f. Routing of all inbound messages received from ARINC,

other than as stated in ARTICLE III.A.1.d above, to a computer message queue.

3. CRS FEES

Computer Reservations System ("CRS FEES") charged to Contractor as a

result of passengers booked on Contractor's United Express will be passed

through to United without markup and subject to invoice audit by United. As soon

as possible, United shall pay such CRS fees on behalf of Contractor.

E. OPERATIONS

1. SCHEDULED SERVICE UPDATE

Contractor will provide accurate updates of its flights' planned and

actual departure and arrival times (including updates of irregularities) in

Apollo Services as soon as the planned flight schedule is changed and the flight

departs and arrives or suffers an irregularity. Specifically, this includes

updating the out, off, on and in times for the aircraft within * minutes of the

occurrence of each event. In the event of flight delays, cancellations or other

schedule irregularities affecting Contractor's United Express Service flights,

and as soon as information concerning such irregularities is available,

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Contractor shall update Apollo Services to reflect such information and, when

requested by United, notify the designated United organization. For delayed

flights, Contractor shall provide updates to Customers and Apollo in no less

than * minute intervals. For purposes of this Agreement, such scheduled and

actual departure and arrival and irregularity information shall be known as

"FLIFO." United will notify Contractor in writing as soon as practicable after

United determines that Contractor has failed to update FLIFO in a timely and

accurate manner. If Contractor fails * times in any consecutive * period (the

"FLIFO THRESHOLD") to update FLIFO in a timely and accurate manner as soon as it

becomes evident to Contractor that a schedule deviation shall take place, then

upon notification by United to Contractor, Contractor shall pay United damages

of * for each occurrence over and above the first * occurrences during such *.

United agrees to bill Contractor any amount owed under this Section within *

after the end of each calendar * period during which Contractor has exceeded the

FLIFO Threshold. Such damages shall be United's exclusive remedy for

Contractor's non-compliance with this paragraph and may be collected by setoffs

against other amounts owed by United to Contractor hereunder.

2. NO FLIGHT DISPATCH DUTY

Contractor will be solely responsible for, and United will have no

obligations or duties with respect to, the dispatch of Contractor's flights. For

the purposes of this ARTICLE 2, the term "dispatch" will include, but will not

be limited to, all planning of aircraft itineraries and routings, fueling and

flight release.

3. COMPLIANCE WITH STATUTES

Contractor hereby represents, warrants and covenants that all air

transportation services performed by it pursuant to this Agreement or otherwise

will be conducted in full compliance with all applicable statutes, orders, rules

and regulations, whether now in effect or hereafter promulgated, of all

governmental agencies having jurisdiction over Contractor's operations,

including, but not limited to, the Federal Aviation Administration ("FAA") and

the Department of Transportation ("DOT"). Contractor's compliance with such

governmental statutes, orders, rules and regulations will be the sole and

exclusive obligation of Contractor and United will have no obligation,

responsibility or liability, whether direct or indirect, with respect to such

matters except as otherwise expressly provided herein. Additionally, Contractor

will comply during the term of this Agreement with the United/United Express

Safety Standards, as described on APPENDIX G.

4. WEATHER INFORMATION SERVICE

From time to time and upon the request of Contractor or its flight

crews, United may furnish Contractor's flight crews with such U.S. Weather

Bureau information or data as may be available to United; provided that (i) in

furnishing any such weather information or data to Contractor, neither United

nor its employees or agents will be

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responsible or liable for the accuracy thereof and, (ii) any and all costs or

expenses associated with such weather information or data are carrier controlled

costs and will be paid by Contractor.

5. FLIGHT INTERRUPTION MANIFESTS

Contractor shall use United FIMS to rebook customers who are denied

boarding on any United Express flight. Contractor's Customer Service employees

shall rebook the customer based on the ticketed class of service. If

Contractor's employees upgrade the customer inappropriately, United will bill

Contractor for the incremental cost of the upgrade. Contractor shall use

reasonable best efforts to rebook customers on United code share (e.g. US

Airways) or Star Alliance partner flights provided it does not seriously

inconvenience the passenger.

6. DIVERSIONS

United will pay Contractor under the terms of this Agreement for all

Contractor United Express diverted flights that are completed within * hours of

the scheduled arrival time. The cost of busing will be borne by the Contractor

at all times and is not reimbursable by United. Contractor will use its best

efforts to assure that no bus segment exceeds * as defined in the Apollo mileage

database. In the event a diverted flight is not completed within the * hour time

frame, United will pay Contractor for the originally scheduled departure

provided that both of the following conditions apply (i) the diversion is

outside of the control of Contractor and (ii) the destination airport was open

for FAR Part 121 flights at the time of departure and forecasted to be open at

the time of arrival. Contractor will pay for any repositioning costs, which

costs shall not be reimbursable by United. Upon request by United, Contractor

and United agree to meet to discuss opportunities to reduce the number of

Contractor diversions and costs associated with such diversions.

7. GROUND DELAY PROGRAM

Contractor will participate in United's ground delay program, which

stipulates that United may request Contractor to cancel, and Contractor shall

cancel, flights to free ATC slots at a hub when the FAA or United's Station

Control Center has initiated a Ground Delay Program ("GDP"). For cancellations

requested by United as part of the GDP, and in accordance with ARTICLE VIII,

United shall pay Contractor only a portion of the amounts normally due had the

flights not been cancelled.

For flights cancelled under the GDP program, United will pay

Contractor only the *. No payments will be made with respect to the * that

correspond to * in these categories. The Ground Delay Program will not affect

payments in the following three categories unless specifically included above:

8. STATION OPERATIONS CENTER (SOC) - HUB LOCATIONS

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At United's request, Contractor shall provide adequate staffing in

the United Airlines SOC of each designated hub city at United's request. If the

number of departures in any single hub exceeds * per day, Contractor will

provide, at Contractor's expense, a full-time representative at United's

request. Such staffing will be provided during all normal hours of operation. If

the number of daily departures does not exceed * per day, then Contractor will

provide a point of contact and make a representative available on a limited

basis as requested by United.

F. STATION SUPPORT SERVICES

United will provide or cause to be provided, at its expense, to Contractor

certain support services as set forth on APPENDIX C, at the United Locations and

Joint Locations set forth in APPENDIX B; provided that United shall have the

right to add, delete or otherwise modify the services described on APPENDIX B if

United provides Contractor with * prior written notice of such modification;

provided, however, United shall use commercially reasonable efforts to notify

Contractor with * prior written notice. United agrees to reimburse Contractor

only for * incurred by Contractor as a result of a United requested location

change within a current station under this Section. *. At Contractor Locations,

Contractor will provide or cause to be provided at least those services and

facilities set forth in APPENDIX C. All such station support services will be

provided as of the Effective Date unless otherwise stated.

G. TARIFFS AND SCHEDULE PUBLICATION

1. GENERAL

United shall have the sole right and power to establish and modify,

from time to time, the fare/rate classes and fare/rate levels (including through

fares) and fare/rate descriptions for all Contractor's United Express Services

in the city pairs operated by Contractor under this Agreement, in a manner

consistent with pricing (including joint fares) established by United. United

shall comply with applicable governmental regulations pertaining to public

disclosure of fares, rates and rules tariffs and shall pay for any fines or

civil penalties incurred by Contractor as a result of violations by United

thereof, and for the cost of defense of such claims of violations including the

cost of defending or negotiating the terms of a consent order or decree.

2. PASSENGER FARE TARIFFS

a. All passenger fare tariffs published for Contractor's

United Express Services shall be included as part of United's tariffs.

b. Contractor shall notify the Airline Tariff Publishing

Company or any successor company performing the same or equivalent services

("ATPCO") that United is authorized to supply, modify or withdraw such rates

with ATPCO. United may file changes to such fares from time to time with ATPCO

as UA fares.

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3. AIR FREIGHT AND MAIL RATES

For all markets operated by Contractor under this Agreement, United

shall have the sole right and power to establish and modify from time to time

all air freight and cargo rates and mail rates covering mail, general commodity,

small package delivery (SPD) and priority air freight shipments and all other

air transportation services (other than mail delivery) for Contractor's United

Express Services in these markets. All such airfreight rates for Contractor's

United Express Services shall be included as part of United's airfreight and

cargo rates tariffs. Contractor shall notify ATPCO that United is authorized to

supply, modify or withdraw such rates with ATPCO.

4. TIMETABLES

United will reflect Contractor's United Express Services in

computerized reservations systems, United's internal reservations system and

Contractor's United Express Services flight connections to United will be listed

as UA connections. United will provide information such that references in

computerized reservations systems, United's internal reservations system and

joint city timetables to Contractor's United Express Services will also contain

notations indicating that such services are performed by Contractor as an

independent contractor under the appropriate United Marks. A similar notation

will be made in the OAG or any successor publication commonly used by the

airline industry for the dissemination of schedule information. Such notations

shall comply with all applicable regulations of DOT.

H. SALES SETTLEMENT

1. PAYMENTS TO UNITED

Contractor will wire transfer to United an amount equal to

Contractor's Total Net Sales Receipts collected at all Contractor Locations.

"TOTAL NET SALES RECEIPTS" equals total gross sales receipts for all passenger

tickets, airway bills, cargo bills, mail fees, reimbursement for operational

denied boarding and other tickets issued by Contractor for Contractor's United

Express Services (less refunds thereon paid out by Contractor), collected by

Contractor during the applicable period. The frequency of the wire transfer will

be *, for all Total Net Sales Receipts collected during the preceding *.

Contractor's wire transfer will be made by 11:00 a.m. local time to the

following bank account:

Bank One

1 Bank One Plaza

Chicago, IL 60670

Contractor will also require its employees and agents to forward to United, on a

daily basis, all auditors ticket coupons, airway bills, cargo bills, lift

documentation, reports, exchange orders and refund detail issued by Contractor

in connection with Contractor's

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United Express Services during the previous day in accordance with the sales and

reporting procedures specified by United.

2. SET OFF AMOUNTS

In addition to the terms of ARTICLE VIII and the other provisions

hereof, but subject to the terms of ARTICLE XIII, the payment for transportation

furnished by Contractor may be reduced in order to set off:

a. amounts owed by Contractor to United for:

(i) actual loss of revenue resulting from a failure on

the part of Contractor to properly effect a sale pursuant to United's Customer

Service Policies and Procedures applicable to the sale of tickets; and

(ii) fraudulent, grossly negligent or erroneous acts of

employees of Contractor which cause United to suffer a loss;

b. such other adjustments as may be mutually agreed to by

the parties from time to time; and

c. any other undisputed amounts owed by Contractor to

United under this Agreement.

United will provide Contractor with supporting documentation for

such intended adjustments. Contractor shall have the right to object to any such

adjustment by providing United with written notice of its objection, together

with supporting documentation, within * after its receipt of Contractor's

objection. United agrees to negotiate in good faith with Contractor in order to

resolve all such disputes within * after its receipt of Contractor's supporting

documentation.

3. MODIFIED PROCEDURES

United and Contractor by mutual written agreement may establish

alternative or modified passenger sales procedures in order to accommodate

tickets and exchange orders issued by air carriers which are not participants in

the Airline Clearing House, Inc. ("ACH").

4. AUDITS

During the course of this Agreement, United, or an outside 3rd party

contracted by United, may conduct one (1) on-site audit of all records

(including, but not limited to, work papers of accountants) pertaining only to

Contractor's United Express operations. This will include, but is not limited

to, (i) tickets, air way bills, cargo bills, exchange orders, refunds and other

records relating to sales and refund activity pertaining to Contractor's United

Express Services and (ii) all financial records related only to

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Contractor's United Express Services pertaining to the actual costs for services

provided by Contractor to United as well as the calculation of the rates and

margin payable to Contractor related to Contractor's United Express Services.

Notwithstanding the foregoing, at any time, United, or an outside 3rd party

contracted by United, may conduct on-site audits of all records (including, but

not limited to, work papers of accountants) relating to Pass Through Costs

pertaining to Contractor's United Express Services.

I. ADVERTISING AND PROMOTIONS

1. TRAVEL CERTIFICATE PROGRAM

United will allow Contractor to accept, and Contractor agrees to

accept, United/United Express Amenities, Promotional Discount(s) and/or Free

Travel Certificates on Contractor's flight segments, whether or not in

conjunction with a United flight segment.

2. RIGHT TO ADVERTISE USING MARKS

To the extent Contractor is licensed to use the Marks, Contractor

may in its capacity as a United Express Carrier and at its sole expense, with no

reimbursement from United, use the marks to advertise Contractor's United

Express Services. However, any and all such advertisements using one or more of

the United Marks will identify United as the owner of those United Marks

(including in any state company name registrations required of Contractor), and

to the extent that any Mark is registered, will so specify. Notwithstanding the

above, no advertisement, solicitation, document or other material using any

United Mark will be published or otherwise promulgated without United's prior

inspection and approval. No advertising that relates in any way to United,

United Express or Contractor's United Express Services will be placed by

Contractor with an outside advertising agency unless United has given its prior

consent regarding copy, layout and the specific media plan. In addition, where

United has agreed to share the costs of any such advertising, Contractor will

obtain the prior consent of United regarding the funds to be expended for such

advertising.

3. PRIOR APPROVAL OF UNITED

Contractor agrees that it will not use (or attempt to register) any

United trade name or service mark, including, but not limited to, the names

"UNITED AIR LINES, INC.," "UNITED AIRLINES," or "UNITED," or United's logo in

any advertising, or other document or material without first obtaining United's

prior approval of each such use.

J. AUTOMATION

1. USE AND PROTECTION

Contractor will use internal United Apollo Services automation.

Contractor agrees to comply with and abide by all terms and restrictions imposed

by United on the use of Apollo Services and associated Automation Equipment, as

defined below.

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Contractor agrees that all instructions, procedures and manuals provided by

United in connection with Contractor's use of Apollo Services and Automation

Equipment ("AUTOMATION INFORMATION") are and will remain the property of United.

Contractor acknowledges that Apollo Services contains software that is

confidential and proprietary information of United or its affiliates (such as

Galileo International) or any successor thereto. Contractor further agrees that

it will not (or cause any third party to) duplicate, copy or otherwise reproduce

any such software or Automation Information or furnish or disclose any such

software or Automation Information to any other party or to Contractor's

employees other than such employees who have a need to know and who are aware of

and understand the confidential and proprietary nature of the software and

Automation Information.

2. INSTALLATION AND TRAINING

United shall install or cause to be installed a minimum of one

terminal plus associated equipment for printing messages, data, air tickets,

boarding passes and baggage tags ("AUTOMATION EQUIPMENT") at Contractor's

airport locations and selected administrative locations. United will determine,

in the exercise of its sole discretion and judgment, the necessity and

feasibility of installing and upgrading Automation Equipment, so long as the

quantity and quality of Automation Equipment installed at Contractor's airport

locations are sufficient to permit Contractor to satisfy the standards for

Contractor's United Express Services under this Agreement. Any and all

modifications, enhancements, improvements or developments pertaining to the

Automation Equipment, or other new related technology, may be made available to

Contractor by United, in its sole discretion, under terms and conditions to be

determined by United on a case-by-case basis. United will train Contractor's

instructors, as applicable, in the proper use of Apollo Services and Automation

Equipment as described in the Customer Service/Reservations Handbook or any

other related United guidelines. Contractor agrees to establish a training

program with internal instructors. Only qualified personnel who have

satisfactorily completed a United prescribed training program will be permitted

to operate any Automation Equipment (hereinafter "DESIGNATED USERS"). United

may, at its discretion, monitor or test the proficiency level of Designated

Users. If United determines that their proficiency levels are insufficient for

the proper use of the Automated Equipment or Apollo Services, then Contractor

must arrange for its Designated Users to undertake any further training which

United determines necessary to bring such Designated Users to the desired

proficiency level.

3. STANDARDS OF USE

a. To maintain an effective interconnection between Apollo

Services and the Automation Equipment and to prevent misuse thereof, Contractor

agrees that Apollo Services and the Automation Equipment will be used and

operated (a) in strict accordance with operating instructions provided by United

or its affiliates in the Customer Services Policies and Procedures, United's

Computer Security Regulations (Series 5-18), and any other related United or

affiliate guidelines, and (b) solely for the performance of the specific

business functions designated by United. Any undesignated business use and all

non-business uses are strictly prohibited. Prohibited uses include,

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but are not limited to, personal messages, servicing subscribers, travel

agencies, or any other third party, training any other party or any other use

designated as prohibited in the Apollo Services Manual. Contractor will maintain

a list of all employees and agents who have access to Apollo Services and their

assigned file numbers and passwords. United may at any time deny access to

Apollo Services to any employee of Contractor if such employee is found by

United to have abused Apollo Services or the Automation Equipment. Contractor

will take all precautions necessary to prevent unauthorized operation or use of

Apollo Services and the Automation Equipment.

b. Contractor will not alter or change the Apollo Services

display as provided by United or its affiliate without the written consent of

United. Contractor may not provide Apollo Services or its database to any other

person or entity without the written consent of United.

c. Except as expressly permitted in this Agreement or other

written agreement with United, Contractor will not cause any Apollo Services

(including, but not limited to, its software, data bases, intellectual property,

and customer information) to be used (as a basis for any software development or

otherwise), commercially exploited, copied, redistributed, retransmitted,

published, sold, rented, leased, marketed, sublicensed, pledged, assigned,

disposed of, encumbered, transferred, or otherwise altered, modified or

enhanced, without the express written permission of United.

d. Contractor will not engage in any speculative booking or

reservation of space for any airline, hotel, rental car company, or any other

vendor's service or product available through Apollo Services.

4. MAINTENANCE, REPAIR AND MODIFICATION

a. United will provide or cause to be provided to

Contractor repair and maintenance services required for the Automation Equipment

at United's expense. To maintain an effective interconnection between the

Automation Equipment and Apollo Services and to preserve the functional

integrity of the Automation Equipment, neither Contractor nor any third party,

other than a third party designated by United, will perform or attempt to

perform maintenance, repair work, alterations or modifications, of any nature

whatsoever, to the Automation Equipment. Contractor will provide free positive

space travel on Contractor's flights for United's Computer Terminal Technicians

or replacements when such travel is for the purpose of repairing Apollo Services

or any Automation Equipment.

b. Contractor will reimburse United for the costs of any

such repairs or maintenance attributable to Contractor's willful misconduct,

gross negligence, or persistent, negligent acts or omissions.

c. United or its designee will have the right to enter upon

any Contractor location during Contractor's business hours for the purpose of

monitoring Contractor's operation of the Automation Equipment and Apollo

Services, inspecting the Automation Equipment, performing such repairs or

maintenance as may be necessary or removing the

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Automation Equipment; provided, however, that United will not during the course

of such monitoring, inspection, repair, or removal unreasonably interfere with

Contractor's business.

5. DOWNTIME

United will notify Contractor of any scheduled or pre-announced

downtimes of Apollo Services.

6. NO WARRANTY; RELEASE

a. UNITED MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING,

WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE WITH RESPECT TO THE AUTOMATION EQUIPMENT OR APOLLO SERVICES.

b. CONTRACTOR HEREBY WAIVES AND RELEASES UNITED AND ITS

AFFILIATES, AND THEIR SUCCESSORS FROM ANY AND ALL OTHER OBLIGATIONS AND

LIABILITIES AND ALL RIGHTS, CLAIMS AND REMEDIES OF CONTRACTOR AGAINST UNITED OR

ITS AFFILIATES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, DUE TO ANY

DEFECTS, ERRORS (INCLUDING, WITHOUT LIMITATION, ANY ERRORS IN RESERVATIONS

AVAILABILITY RECORDS), MALFUNCTIONS OR INTERRUPTIONS OF SERVICE TO APOLLO

SERVICES OR THE AUTOMATION EQUIPMENT, INCLUDING ANY LIABILITY, OBLIGATION,

RIGHT, CLAIM OR REMEDY IN TORT, AND INCLUDING ANY LIABILITY, OBLIGATION, RIGHT,

CLAIM OR REMEDY FOR LOSS OF REVENUE OR PROFIT OR ANY OTHER DIRECT, INDIRECT,

INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

7. OWNERSHIP AND LIENS

It is understood and agreed that: (i) all Automation Equipment will

remain the sole property of United; (ii) Contractor will not remove any

identifying marks from any Automation Equipment; (iii) Contractor will not

subject the Automation Equipment to any lien or encumbrance; and (iv) Contractor

will return the Automation Equipment to United immediately upon the termination

of this Agreement.

K. OTHER SUPPLIES

1. Contractor will pay United, for United's * for all forms,

documents, papers and supplies which are required in the normal course of

Contractor's United Express Services under this Agreement and which are

furnished by United or its designated vendors including;

a. Baggage tags and ticket wallets at Joint Locations and

United Locations, and

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b. Passenger ticket stock, city timetables, United airway

bills, United cargo bills and other shipping documentation at Contractor

Locations, United Locations and Joint Locations.

2. Contractor will provide and only use United's flight

interruption manifests, unless directed to do otherwise, for the rerouting of

passengers resulting from denied boarding or the delay or cancellation of

Contractor's United Express flights.

3. United shall issue an invoice to Contractor for all supplies

purchased from United, however such expenses shall be paid through the ACH and

the invoice to Contractor will be net of cash received by United via ACH.

L. CONTRACTOR ASSISTANCE

Contractor will furnish United with all information in Contractor's

possession or that can be reasonably produced by Contractor that United may

require to carry out the services and functions contemplated by this ARTICLE

III.

IV. AIR SERVICES TO BE PROVIDED BY CONTRACTOR

A. SCHEDULES AND CHARTERS TO BE OPERATED BY CONTRACTOR

1. UNITED EXPRESS SCHEDULE

a. Commencing on the Effective Date of this Agreement,

Contractor will provide Contractor's United Express Services in the markets

determined by United. At least * prior to the start of operations, United will

provide an initial list of city pairs and flight schedules. Contractor and

United will determine a mutually viable ramp-up plan for implementation of

service. United acknowledges that other contractual restrictions limit

Contractor's ability to provide United Express service in Phoenix, Arizona.

b. Subsequently, United will provide at least * notice of

any planned schedule changes. United may under extraordinary circumstances

provide less than * notice on city pairs to be served, which Contractor shall

use reasonable efforts to accommodate.

c. United agrees that all flight schedules for Contractor's

United Express Services will provide sufficient aircraft routings to ensure

Contractor's ability to rotate aircraft in and out of its current or future

maintenance bases for required line maintenance at no additional cost to United.

United acknowledges Contractor may require additional maintenance facilities to

accommodate its maintenance requirements. These facilities, if constructed, will

result in no additional expense to United.

2. CODE SHARE LIMITATION

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As of the date of this Agreement, but subject to Contractor's

existing contractual code-share agreements, Contractor represents that it does

not plan, nor will it, operate pursuant to a marketing or code share

relationship in a hub operation with any party other than United at the

following airports: * for the term any binding Agreement. Contractor may,

however, fly to aforementioned airports under codeshare or marketing

relationships from another carrier's hub (other than from aforementioned

airports) as a `spoke service'. In the event that Contractor acquires another

entity during the course of this agreement with marketing or codeshare

operations at any of the aforementioned airports, United agrees to allow

Contractor to continue operations at such airports at levels of operations

consistent with the acquirees right of operation at the time of acquisition. In

addition, Mesa will use commercially reasonable efforts to amend its existing

contractual commitments to provide for the above Codeshare Limitations.

3. UNITED SCHEDULE CONSENT REQUIRED

United hereby gives its consent for Contractor to operate its

scheduled air service as a United Express carrier only between the cities

mutually agreed upon by Contractor and United. Such city pairs may be changed or

withdrawn by United from time to time subject to (i) a minimum of * prior

written notice to Contractor, and (ii) compliance with any regulatory

requirements with respect to service to affected airports. Contractor will

ensure that any of its requests for changes in the use by Contractor of the "UA"

or "UA*" code on future routes or in the flight frequencies or city pairs, or

any of them, as operated or served by Contractor (whether necessitated by

altered connections, operating experience or other reason) must be submitted to

United at least * prior to the effective date of such change. All such changes

must be approved in advance by United. The requests for such changes, and the

approvals thereof, must be made in writing, by mail, facsimile, telegram,

telecopy or other electronic message transmittal. If upon review of Contractor's

request, the parties mutually agree to make a Contractor requested change, and

the automation equipment needed to implement the change is available, then such

change will be made as soon as reasonably practicable within the aforementioned

* period. Within the operating capability of the aircraft used by Contractor, as

described in ARTICLE IV.B, and subject to the provisions with respect to changes

in city pairs as provided above, Contractor will comply with all requests by

United to increase, decrease or in any other way adjust or terminate the flight

frequencies or city pairs, or both, as operated and served by Contractor

pursuant to this Agreement.

4. CHARTER

Contractor shall be prohibited from providing charter flights in any

aircraft used in Contractor's United Express Services, without the prior written

consent of United, which consent shall not be unreasonably withheld. Contractor

shall be permitted to retain all revenues from such approved charters. However,

Contractor agrees to pay United a fee of $* per block hour for use of any

chartered RJ-50 aircraft, $* per block hour for use of any chartered RJ-70

aircraft, and $* per block hour for use of any chartered TurboProp aircraft

covered under this Agreement (both United liveried and

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spare aircraft). However, in the event that the charter is for a legally

registered, 501-(C)(3) (not for profit) charity, Contractor agrees to provide in

writing to United the name of the charity and United agrees to waive the entire

per block hour fee for up * annual round trips, in the aggregate of charities.

In the case of each such charter, Contractor hereby agrees that it will not (and

it will not permit others to) operate, promote or otherwise market the charter

under the United Express name, the UA or UA* designator code or any other United

Marks or identification (excepting only the unavoidable use of United Express

liveried aircraft and permanent airport signage). Contractor shall provide

written notice to United of any charter flight using aircraft used in

Contractor's United Express Services prior to the later of (i) the * prior to

the date of such charter flight or (ii) * business days after Contractor's

receipt of the request for such charter flight. Contractor agrees not to provide

any charter flight using aircraft used in Contractor's United Express Services

if United provides written notice to Contractor stating that United elects to

require that Contractor not provide such charter flight, so long as Contractor

receives United's notice prior to the * business day after United's receipt of

Contractor's notice.

5. CHANGES INPUT TO RESERVATIONS SYSTEMS

Changes to Contractor's schedules as set forth in this ARTICLE IV

and which otherwise are in accordance with the terms and conditions of this

Agreement will be submitted by Contractor for input into United's internal

reservations system and computerized reservations systems. At no time may

Contractor make any changes to flights operated by United or any other carrier.

6. OPERATING COMMITMENT

Contractor agrees to operate Contractor's United Express Services in

order to provide air transportation services scheduled pursuant to this ARTICLE

IV. (as modified from time to time) throughout the term of this Agreement.

B. AIRCRAFT TO BE USED

1. AIRCRAFT TYPES.

Unless otherwise agreed by United, Contractor will provide

Contractor's United Express Services with the type and amount of aircraft set

forth in APPENDIX A and under the terms and conditions of ARTICLE II.B.2. The

aircraft will be scheduled, taking into account heavy scheduled maintenance

requirements and the spare ratio indicated in ARTICLE IV.B.2 below unless

otherwise outlined in APPENDIX A.

1. In accordance with the terms and conditions of this

Agreement, Contractor is authorized to fly the following aircraft under

Contractor's United Express Services:

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a. * BOMBARDIER DASH-8-200 aircraft, which Contractor

shall cause to be delivered in a consistent with APPENDIX A and under

the terms and conditions of ARTICLE II.B.2;

b. INITIAL * CRJ-700 aircraft, which Contractor shall

cause to be delivered in a timeline consistent with APPENDIX A and under the

terms and conditions of ARTICLE II.B.2;

c. * CRJ-200 aircraft, which Contractor shall cause

to be delivered in a timeline consistent with APPENDIX A and under the terms and

conditions of ARTICLE II.B.2;

d. * REPLACEMENT CRJ-70S aircraft, which Contractor

shall cause to be delivered in a timeline consistent with APPENDIX A and under

the terms and conditions of ARTICLE II.B.2;

e. Options on another * RJ-50s and/or RJ-70s to be

delivered pursuant to a mix and delivery schedule to be agreed upon by

Contractor and United.

2. TECHNICAL SPECIFICATIONS

a. The aircraft and any replacement aircraft utilized by

Contractor pursuant to this ARTICLE IV.B will bear those United Marks which are

expressly designated by United, whether included on APPENDIX A or otherwise

established by United. United acknowledges for operational reasons Contractor

may operate one Contractor TurboProp white tail aircraft under this Agreement.

Any white tail aircraft covered in this Agreement shall be used solely for

United Express service unless another aircraft of equal or greater capability

and capacity is substituted for the white tail. If the substitution is expected

to exceed * days, Contractor shall provide written notice thereof to United.

Technical specifications covering aircraft colors, schemes, United Marks and

other elements of exterior and interior aircraft decor will be provided to

Contractor by United. Except as provided herein, Contractor will have all

aircraft used to provide Contractor's United Express Services painted and

decorated with the exterior and interior color decors and patterns specified by

United at Contractor's sole expense. In accordance with the technical

specifications referenced in this ARTICLE IV.B.1, Contractor will be responsible

for maintaining all of its aircraft.

b. In addition to the use of the United Marks on its

aircraft, Contractor will use and display a suitable sign or insignia on the

exterior of its aircraft that identifies Contractor as the operator of the

services being provided pursuant to this Agreement. The use and display of such

sign or insignia will be subject to the prior written approval of United as to

its nature, size and location on Contractor's aircraft.

3. AIRCRAFT COMMUNICATIONS ADDRESSING AND REPORTING SYSTEM -ACARS.

i. TURBOPROPS: Contractor is required to use an ACARS system on

all United Express regional jet flights for the purpose of providing timely and

accurate Flight

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Information (FLIFO). All aircraft delivered on or after * must be delivered with

ACARS already installed. *.

ii. REGIONAL JETS: Contractor is required to use an ACARS system

on all United Express regional jet flights for the purpose of providing timely

and accurate Flight Information (FLIFO). *.

For each month and each aircraft that Contractor fails to install ACARs in

accordance to the timeline described in this ARTICLE IV.B.3, Contractor shall

pay to United a sum of $* per aircraft per month. Such payment shall be made as

an offset to the monthly reconciliation process.

4. SPARE AIRCRAFT.

TURBOPROPS: Pursuant to this Agreement, a spare or substitute

turboprop aircraft shall be allocated from the aircraft fleet referenced in

Article IV.B.1 such that the ratio of "aircraft in schedule" divided by

"aircraft in fleet" shall not exceed *, unless otherwise indicated in Appendix

A. This is equivalent to a * spare for every * turboprop aircraft. Such spare

aircraft can be used as a last resort to accommodate passengers and may not be

branded in the interior or exterior with the United Express decor or patterns at

the discretion of Contractor.

REGIONAL JETS: Pursuant to this Agreement, a spare regional jet

aircraft shall be allocated from the aircraft fleet referenced in Article IV.B.1

such that the ratio of "aircraft in schedule" divided by "aircraft in fleet"

shall not exceed * for all jets (RJ50s and RJ70s combined). This is equivalent

to * spare for every * regional jet aircraft (RJ50s and RJ70s combined). For the

purpose of determining when the operational spare shall enter into service,

Contractor shall have at least * of the * aircraft required for each spare in

service, unless otherwise determined by United. In other words, the first and

second spare can not enter service before the * or * aircraft, respectively. All

Regional Jets, including spares, must be branded in the interior and exterior

with United Marks and decor.

MAINTENANCE SPARES: From time to time, Contractor may require an

additional aircraft removed from schedule for heavy maintenance. Contractor

agrees to use commercially reasonable heavy maintenance schedules and agrees to

advise United at least * prior to heavy maintenance commencing for each

aircraft.

5. SUBSTITUTE AIRCRAFT: In addition to the aircraft authorized by

Article IV.B.1 above, if requested by United, Contractor will use reasonable

efforts to arrange for and make available for its use such substitute aircraft

as are required to effectively maintain Contractor's United Express Services. If

Contractor is unable to operate any flights in its schedule for Contractor's

United Express Services with aircraft bearing United Marks, Contractor will

notify United of such event and the circumstances of Contractor's inability to

so operate and Contractor will be permitted to operate an aircraft

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bearing different elements of aircraft decor than those specified above. If such

operations extend beyond a continuous * period, Contractor must seek and obtain

United's approval for such aircraft substitutions; provided that if Contractor

purchases or leases a used aircraft that does not contain appropriate United

Marks, Contractor will notify United and Contractor may, with the approval of

United, operate such aircraft, so long as such aircraft does not display the

brand name or trademark of any other air carrier (other than Contractor).

6. MARK CHANGE:

United may from time to time change the Marks to be used for United

Express Carriers. At any time during the term of this Agreement, and in the sole

discretion of United, Contractor may be required to use such new or different

Marks, external or internal color decors and patterns on its aircraft and

uniform design as United may determine and to discontinue use of old marks,

external and internal color decors and patterns, and uniform designs. Upon

written notice from United, which will include the specifications for any such

changes in Marks or exterior or interior aircraft decor and patterns or uniform

designs, Contractor will effect such changes in accordance with the schedule

mutually agreed to by the parties. United will pay all costs incurred in

complying with the requirements established in this paragraph.

C. INVENTORY

United will have the sole right to use, set and control availability,

levels and use of all seat inventory for the aircraft used by Contractor in

Contractor's United Express Services. United will take all revenue and inventory

risk and will maintain inventory and pricing responsibility. Contractor is

prohibited from providing positive space leisure travel, or any other confirmed

leisure travel that requires removal of a seat from inventory, to any person

other than the positions outlined in APPENDIX J, on Contractor's United Express

flights without the prior written consent of United. All positive space and

leisure travel must be ticketed on United approved ticket stock with

Contractor's full IATA serial and ticketing numbers. Positive space travel is

permitted for Contractor's and United's employees for actual business purposes,

including deadheading flight crews, and for Contractor's employees and Eligibles

in emergency situations only. Contractor may not issue positive space business

travel to anyone other than Contractor's own employees. If in any way whatsoever

Contractor issues tickets in violation of this provision in any form, within *

years of each such violation, Contractor may be billed via the ACH, and

Contractor will pay United, the full unrestricted fare for the class of service

provided on such route for any such inappropriate ticketing.

D. FLIGHT CREWS TO BE USED

1. FLIGHT CREW

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All of Contractor's United Express Services will be operated with

crews consisting of a captain or pilot, and a first officer or co-pilot. All

such crew members will at all times meet all currently applicable governmental

requirements, as such requirements may be amended from time to time during the

life of this Agreement, and will be fully licensed and qualified for the

services to be performed hereunder. In addition, each of Contractor's captains

will hold a current Airline Transport Pilot Certificate and all Flight Crews to

be used in United Express service must be qualified to fly between all city

pairs on the Effective Date of this Agreement. Crewmembers will also meet all

requirements imposed by the insurance policies that are to be maintained

pursuant to ARTICLE XII.

2. FLIGHT ATTENDANTS.

Contractor's flight attendants will at all times possess all

necessary training and meet all currently applicable governmental requirements,

as such requirements may be amended from time to time during the life of this

Agreement.

E. INFLIGHT SALES

Contractor may, at United's request, be required to sell beer, liquor and

other goods on flights included in Contractor's United Express Service. Any

additional goods or services Contractor would

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