Relating To Senior Convertible Notes Due 2023
Mesa Air Group, Inc. (the "Company") and the undersigned holder (the "Holder") of the Company's Senior Convertible Notes due 2023 in an amount set forth below next to such Holder's name on the signature page hereto, (the "Notes") issued pursuant to the Indenture dated June 16, 2003 among the Company, the Guarantors named on the signature pages thereto and U.S. Bank National Association as Trustee thereunder (the "Indenture") hereby enter into this Forbearance Agreement (the "Agreement"), dated as of the date set forth below on the signature page hereto:
W I T N E S S E T H :
WHEREAS, pursuant to the terms of the Notes and the Indenture, the Holder has the right pursuant to Section 3.08 of the Indenture and Section 6 of the Notes to elect to require the Company to repurchase the Notes (the "Initial Repurchase Right") held by such Holder on June 16, 2008 (the "Initial Repurchase Date") and on other Purchase Dates in accordance with the terms of the Indenture and the Notes (the "Repurchase Rights");
WHEREAS, the Notes were originally issued at an issue price of $397.27 per $1,000 note and will pay cash interest until the Initial Repurchase Date and upon such date shall cease to pay interest and Original Issue Discount shall accrue; and
WHEREAS, the Holder has agreed to forbear from exercising its Initial Repurchase Rights with respect to not less than 75% in aggregate principal amount of the Notes beneficially owned by the Holder as of the effective date of this Agreement, in consideration for the Company's purchase of 25% in aggregate principal amount of the Holder's Notes and the right to exercise a Repurchase Right on January 31, 2009.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and provisions hereinafter contained, the parties hereto hereby agree as follows:
[signature page follows]
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement and Agreement to be effective for all purposes as of the date set forth below.
MESA AIR GROUP, INC.
On behalf of its investment advisory clients
Principal Amount at Maturity of Notes held by
Date: May __, 2008
Signature Page to Waiver and Agreement