Common use of Configuration, Branding & Livery of New Aircraft Clause in Contracts

Configuration, Branding & Livery of New Aircraft. The New Aircraft will be painted in US Airways Express or American Eagle livery at US Airways’ option and with reasonable advanced notice to allow Mesa to implement the chosen livery. The New Aircraft will be delivered in a single-class configuration on the dates specified in the “Induction Schedule” set forth in Section 4 of this Amendment. After the New Aircraft are delivered, Mesa will reconfigure the New Aircraft to a dual-class configuration that meets the US Airways’ Express or American Eagle’s requirements. Such reconfiguration shall occur in accordance with a reconfiguration schedule established by US Airways (the “Reconfiguration Schedule”), which shall be accomplished as soon as the seats are available, but in no event later than November 15, 2014. In the event that the New Aircraft are not reconfigured as required by this section, the charges applicable to late delivery of the New Aircraft set forth in section 4 below shall apply. Mesa will, in consultation with US Airways, manage the reconfiguration project in order to expedite the reconfiguration while minimizing the operational impact. The dual-class configuration will be consistent with the specifications for the reconfiguration of the Aircraft added by the Twelfth Amendment. US Airways and Mesa will collaborate in the management of the repainting, and redecorating process to ensure that the New Aircraft conform to US Airways’ Express or American Eagle’s interior and exterior specifications and branding requirements, including leather seating surfaces throughout. US Airways will reimburse Mesa the actual and reasonable costs incurred to paint, redecorate and reconfigure the New Aircraft, including first class kits, parts, installation labor, ferry costs, project management, and all other costs reasonably related with the reconfiguration the New Aircraft to a configuration materially similar to existing aircraft; provided that such costs shall not exceed $[***] per New Aircraft. In addition, US Airways will reimburse Mesa up to $[***] for certain one-time costs related to the US Airways Confidential reconfiguration, including the cost of non-recurring engineering, prototypes, supplemental type certificates and manuals.

Configuration, Branding & Livery of New Aircraft. The New Aircraft will be painted in American Eagle livery, will be compliant with American Eagle brand interior and exterior specifications and branding requirements (“American Eagle Branding”), and will be delivered on the dates and in the configuration specified in the “New Aircraft Induction Schedule” set forth in Section 4.1 of this Fourteenth Amendment (the “Induction Schedule”). US Airways Express or and/or American will provide the American Eagle livery at US Airways’ option Branding requirements to Mesa. Furthermore, American will provide such licenses and with reasonable advanced notice other documentation to allow Mesa regarding the American Eagle Branding as American may deem necessary in order to implement protect American’s intellectual property rights (including without limitation the chosen American Airlines and American Eagle trademarks and the American Eagle trade dress and livery). The With respect to New Aircraft will be that are delivered in a single-class configuration on in accordance with the dates specified in the “Induction Schedule” set forth in Section 4 of this Amendment. After the New Aircraft are delivered, Mesa will reconfigure the such New Aircraft to a dual-class configuration that meets the US Airways’ Express or American Eagle’s requirementsrequirements set out below (the “Reconfiguration”). Such reconfiguration Reconfiguration shall occur in accordance with a reconfiguration schedule to be established by US Airways (the “Reconfiguration Schedule”), which and shall be accomplished as soon as the required seats are available, but in no event later than November 15, 2014. Each date stated in such Reconfiguration Schedule for the Reconfiguration of a New Aircraft to be completed and such New Aircraft to be inducted into the US Airways network and/or the American system, as provided in Section 1 above, a “Reconfiguration Date”. In the event that the New Aircraft are not delivered and/or reconfigured as required by this sectionSection, the charges Late Delivery Charges (as defined below) and other terms and conditions applicable to late delivery of the New Aircraft set forth in section Section 4 below shall apply. Mesa will, in consultation with US Airways, manage the reconfiguration Reconfiguration project in order to expedite the reconfiguration Reconfiguration while minimizing the operational impact. The dual-class configuration will be identical to the Aircraft added by the Thirteenth Amendment (the “Thirteenth Amendment New Aircraft”) and materially consistent with the specifications for the reconfiguration of the Aircraft added by the Twelfth AmendmentAmendment (the “Twelfth Amendment New Aircraft”) with the exceptions required to transition colors and materials to and make the New Aircraft compliant with the American Eagle Branding. US Airways and Mesa will collaborate in the management of the repainting, and redecorating process to ensure that the New Aircraft conform to US Airways’ Express or the American Eagle’s interior and exterior specifications and branding Eagle Branding requirements, including leather seating surfaces throughout. US Airways will reimburse Mesa the actual and reasonable costs incurred by Mesa to paint, redecorate and reconfigure the New Aircraft, including first class kits, parts, installation labor, ferry costs, project management, and all other costs reasonably related with the reconfiguration of the New Aircraft to a configuration materially similar make them conform to existing aircraft; the American Eagle Branding and/or the Reconfiguration requirements, as applicable, provided that such costs shall not exceed $[***] per New AircraftAircraft (the “Reimbursement Cap”). In addition, US Airways will reimburse Mesa up to $[***] for certain one-time costs related to the US Airways Confidential reconfiguration, Reconfiguration of the New Aircraft (including the cost of non-recurring engineering, prototypes, supplemental type types certificates and manuals) to the extent such costs are new and have not been incurred and/or been reimbursed prior in connection with the reconfiguration of the Twelfth Amendment New Aircraft and/or the Thirteenth Amendment New Aircraft. Such reimbursement payments shall be made, subject to the Reimbursement Cap, within 30 days of receipt by US Airways of an invoice from Mesa detailing the actual and reasonable costs incurred, and submission by Mesa of auditable documentation supporting such actual and reasonable costs to US Airways’ reasonable satisfaction. For avoidance of doubt, the dual-class configuration shall be the same 9F/67Y LOPA as the Thirteenth Amendment New Aircraft with Zodiac Close Comfort 2 seats in F, and Y-class seats (i) will be consistent throughout the cabin, (ii) will include the B/E Spectrum seat that will be placed in the front of Y-class (including, without limitation, color, stitching and all seat contours), subject to approval by US Airways, and (iii) will have all bottom and back seat cushions replaced with new cushions before November 14, 2014. After the new cushions have been installed on the Y-class seats as provided in (iii) of the previous sentence, Y-class seat cushions (bottom and/or back seat) for the Thirteenth Amendment New Aircraft and the New Aircraft will be replaced on an as needed basis, subject to (i) and (ii) of the previous sentence. Furthermore, US Airways will be allowed to inspect and approve the first New Aircraft prior to its Induction Date to ensure that the quality is in line with US Airways and American Airlines standards and the terms of this Amendment.

Configuration, Branding & Livery of New Aircraft. The New Aircraft will be painted in American Eagle livery, will be compliant with American Eagle brand interior and exterior specifications and branding requirements (“American Eagle Branding”), and will be delivered on the dates and in the configuration specified in the “New Aircraft Induction Schedule” set forth in Section 4.1 of this Fifteenth Amendment (the “Induction Schedule”). US Airways Express or and/or American will provide the American Eagle livery at US Airways’ option Branding requirements to Mesa. Furthermore, American will provide such licenses and with reasonable advanced notice other documentation to allow Mesa regarding the American Eagle Branding as American may deem necessary in order to implement protect American’s intellectual property rights (including without limitation the chosen American Airlines and American Eagle trademarks and the American Eagle trade dress and livery). The New Aircraft will be delivered in a single-class configuration on in accordance with the dates specified in the “Induction Schedule” set forth in Section 4 of this Amendment. After the New Aircraft are delivered, Schedule and Mesa will reconfigure the such New Aircraft to a dual-class configuration that meets the US Airways’ Express or American Eagle’s requirementsrequirements set out below (the “Reconfiguration”). Such reconfiguration Reconfiguration shall occur in accordance with a reconfiguration schedule to be established by US Airways (the “Reconfiguration Schedule”), which shall be accomplished as soon as the seats are available, but in no event later than November 15, 20142015. Each date stated in such Reconfiguration Schedule for the Reconfiguration of a New Aircraft to be completed and such reconfigured New Aircraft to be inducted into the US Airways network and/or the American system, as provided in Section 1 above, a “Reconfiguration Date”. In the event that the New Aircraft are not inducted and/or reconfigured as required by this sectionSection 3, the charges Late Delivery Charges (as defined below) and other terms and conditions applicable to late delivery of the New Aircraft set forth in section Section 4 below shall apply. Mesa will, in consultation with US Airways, manage the reconfiguration Reconfiguration project in order to expedite the reconfiguration Reconfiguration while minimizing the operational impact. The dual-class configuration will be consistent with the specifications for the reconfiguration of identical to the Aircraft added by the Twelfth AmendmentAmendment (the “Twelfth Amendment New Aircraft”) with the exceptions required to transition colors and materials to and make the New Aircraft compliant with the American Eagle Branding. US Airways and Mesa will collaborate in the management of the repainting, installation of the Emergency Locator Transmitters (ELT), installation of ACARS, and redecorating process to ensure that the New Aircraft conform to US Airways’ Express or American Eagle’s interior and exterior specifications and branding Eagle Branding requirements, including leather seating surfaces throughout. For the avoidance of doubt, the dual-class configuration (i) shall be 9F/67Y LOPA with Zodiac Close Comfort 2 seats in F-class, and BE Spectrum seats in Y-class, (ii) will be consistent throughout the cabin, (iii) will include the B/E Spectrum seat that will be placed in the front of Y-class (including, without limitation, color, stitching and all seat contours), subject to approval by US Airways, and (iv) will have all bottom seat cushions replaced with new cushions before November 15, 2015. After the new cushions have been installed on the Y-class seats as provided in (iv) of the previous sentence, Y-class seat cushions (bottom and/or back seat) for the New Aircraft will be replaced on an as needed basis, subject to (i) through (iii) of the previous sentence. US Airways will reimburse Mesa the actual and reasonable costs incurred by Mesa to install ELT and ACARS, paint, redecorate and reconfigure the New Aircraft, including first class kits, parts, installation labor, ferry costs, project management, and all other costs reasonably related with the reconfiguration of the New Aircraft to a configuration materially similar make them conform to existing aircraft; the American Eagle Branding and/or the Reconfiguration requirements, as applicable, provided that such costs shall (i) not exceed $[***] per New AircraftAircraft (the “Reimbursement Cap”), and (ii) only be reimbursed to the extent they are incurred in connection with meeting US Airways and/or American’s specifications (including specifically, any preparations to make the New Aircraft airworthy, such as FAA certification, cockpit configuration). In additionSuch reimbursement payments shall be made, subject to the Reimbursement Cap, within thirty (30) days of receipt by US Airways of an invoice from Mesa detailing the actual and reasonable costs incurred, and submission by Mesa of auditable documentation supporting such actual and reasonable costs to US Airways reasonable satisfaction. Furthermore, US Airways will reimburse Mesa up be allowed to $[***] for certain one-time costs related inspect and approve each New Aircraft prior to its Induction Date and again prior to its Reconfiguration Date to ensure that the quality is in line with US Airways Confidential reconfiguration, including and American Airlines standards and the cost terms of non-recurring engineering, prototypes, supplemental type certificates and manualsthis Amendment.