EXHIBIT 10.6
FOURTH AMENDMENT TO CODE SHARE AND REVENUE
SHARING AGREEMENT AND RELEASE
THIS FOURTH AMENDMENT TO CODE SHARE AND REVENUE SHARING AGREEMENT AND
RELEASE (this "Fourth Amendment") is made and entered as of September 5, 2003
(the "Effective Date"), between AMERICA WEST AIRLINES, INC., a Delaware
corporation ("AWA"), MESA AIRLINES, INC., a Nevada corporation ("Mesa"), AIR
MIDWEST, INC., a Kansas corporation ("AM"), and FREEDOM AIRLINES, INC., a Nevada
corporation ("Freedom").
RECITALS:
A. AWA, Mesa, AM and Freedom are parties to that certain Code
Share and Revenue Sharing Agreement, dated to be effective February 1, 2001, as
amended by that certain First Amendment to Code Share and Revenue Sharing
Agreement, dated to be effective April 27, 2001, that certain Second Amendment
to Code Share and Revenue Sharing Agreement, dated to be effective October 24,
2003, and that certain Third Amendment to Code Share and Revenue Sharing
Agreement, dated to be effective January 29, 2003 (the "Code Share Agreement").
All capitalized terms used herein, but not otherwise defined herein, shall have
the meaning given to such terms in the Code Share Agreement.
B. The Code Share Agreement requires Mesa to provide certain
Flight Services and Other Services for AWA, pursuant to the terms and conditions
of the Code Share Agreement.
C. AWA and Mesa desire to amend the Code Share Agreement pursuant
to the terms and conditions of this Fourth Amendment.
D. AWA and Mesa, subject to certain exceptions, desire to release
the other from certain amounts owed under the Code Share and Revenue Sharing
Agreement dated July 15, 1998, as amended ("Original Agreement") and the Code
Share Agreement.
E. In connection with the execution of this Amendment, AWA
intends to compensate Mesa in an amount equal to $[. . . *** . . .] ("Payment
Amount"), which amount shall be offset and paid pursuant to the terms of this
Fourth Amendment.
NOW, THEREFORE, in consideration of the promises, covenants,
representations and warranties hereinafter set forth, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, AWA
and Mesa, and Freedom and AM as Affiliated Service Providers under and pursuant
to the Code Share Agreement, agree as set forth below.
AMENDMENTS:
1. The Parties agree that the first paragraph of Section 2.1 of
the Code Share Agreement is amended in its entirety as
follows:
Flight Service. During the term of this Agreement, Mesa (and
its Affiliated Service Providers) shall operate America West
Express air transportation services (the "Flight Services"),
using the Fleet of Aircraft established pursuant to Section
2.2, to and from the cities and based upon the schedule
established from time to time by AWA (the "Schedule") in
written notice to Mesa (a "Schedule Notice"). For purposes of
this Agreement, "Flights" means flights operated pursuant to
the Schedule. AWA may change the Schedule by issuance of a
Schedule Notice at any time. When creating a Schedule, AWA
shall: (i) take into account Mesa's (or its Affiliated Service
Providers') aircraft maintenance requirements; (ii) create a
Schedule which will permit Mesa (or its Affiliated Service
Providers)to schedule flight crews in a manner consistent with
industry operational practices; (iii) schedule block times
based on AWA's internal block time policy; (iv) provide for
the following turn times: (a) in a hub location: 20 minutes
for Dash 8s and 25 minutes for any Aircraft in the CRJ
Subfleet; and (b) in other stations: 15 minutes for Dash 8s
and 20 minutes for any Aircraft in the CRJ Subfleet; (v) take
into account airport facilities available for Aircraft
handling; (vi) provide for maintenance as required by Section
2.6.3 and scheduled heavy maintenance on Aircraft as required
from time to time; and (vii) provide for at least 45 days
prior notice of any holiday cancellations. Mesa (and its
Affiliated Service Providers) shall implement all changes in
the Schedule contained in a Schedule Notice in accordance with
AWA's scheduling requirements within 60 days after Mesa's
receipt of a Schedule Notice. Mesa or any of its affiliates
shall not provide any flight service for any other airline for
flights that originate in or end in Phoenix, Arizona, other
than flights approved in advance by AWA, in writing, that are
scheduled or operated for maintenance requirements only;
provided, however, that Mesa, until 11:59 p.m. Phoenix time on
March 1, 2004, may operate [. . . *** . . .] as United Express
into Phoenix, Arizona [. . . *** . . .].
2. The Parties agree that the introductory paragraph of Section
2.2.2 and Section 2.2.2(a) of the Code Share Agreement are
amended in their entirety as follows:
CRJ Fleet Expansion. Pursuant to the Aircraft Contract, Mesa
(or its Affiliated Service Providers) has the right to acquire
additional CRJ Model 900 Aircraft, by virtue of firm orders
(the "Firm Aircraft"), and additional CRJ Models 700 and 900
Aircraft, by virtue of options (the "Option Aircraft"), in the
number and in the months set forth on Exhibit A, attached
hereto. The Firm Aircraft consist of CRJ Model 900 Aircraft
and the Option Aircraft consist of CRJ Models 700 and 900
Aircraft as set forth in Exhibit A. For purposes of this
Agreement, the CRJ
Model 200s shall be a "CRJ Subfleet" and the CRJ Model 700s
and 900s shall be a "CRJ Subfleet". The term "CRJ" is intended
to refer to CRJ Models 200s, 700s or 900s, as applicable.
(a) Each of the Firm Aircraft shall be placed into Flight
Services by Mesa (or its Affiliated Service
Providers) in the calendar months set forth on
Exhibit A (the "Delivery Schedule"). Mesa shall
provide AWA with at least 90 days' prior written
notice of the week each of the Firm Aircraft will be
placed into Flight Service under this Agreement and
at least 60 days' prior written notice of the date on
which each of the Firm Aircraft will be placed into
Flight Service under this Agreement (each, a
"Scheduled Delivery Date").
3. The Parties agree that Section 2.2.2(c) of the Code Share
Agreement is amended by: (A) adding the phrase: (i) "or in the
calendar month in which the Firm Aircraft is to be delivered
pursuant to the Delivery Schedule, as applicable" after
"Scheduled Delivery Date" in the first sentence of Section
2.2.2(c); and (ii) "or the calendar month in which the Firm
Aircraft is to be delivered pursuant to the Delivery Schedule,
as applicable" after the term "Scheduled Delivery Date" is
used in the second and third sentences of Section 2.2.2(c);
and (B) adding the parenthetical "(as initially established by
the Delivery Notice, as defined in Section 2.2.2(e))" after
the term "Scheduled Delivery Date" in the Section.
4. The Parties agree that the Code Share Agreement is amended by
adding the following as Section 2.2.2(d): Notwithstanding
anything contained in Sections 2.2.2(a) and (c) to the
contrary, Mesa, by providing AWA with written notice (a "Delay
Notice") at least [. . . *** . . .] prior to the first day of
the calendar month in which a Firm Aircraft is to be delivered
pursuant to the Delivery Schedule (the "Scheduled Delivery
Month"), may, at its sole option and without penalty of any
kind, delay the Scheduled Delivery Month for a Firm Aircraft
by up to [. . . *** . . .] if either: (i) Bombardier notifies
Mesa, in writing, that Bombardier will be unable to deliver
the applicable Firm Aircraft on time; or (ii) if Mesa, despite
using commercially reasonable efforts, is unable to obtain
financing for the applicable Firm Aircraft, timely to deliver
the Firm Aircraft in the Scheduled Delivery Month. The Delay
Notice shall: (i) be accompanied with the Bombardier notice or
a reasonable description of the efforts made by Mesa to obtain
the financing and the reason for not obtaining the financing,
as applicable; and (ii) establish the new Scheduled Delivery
Month in which the Firm Aircraft being delayed is to be
delivered. Mesa shall only be entitled to extend the Scheduled
Delivery Month for a Firm Aircraft one time pursuant to this
Section 2.2.2(d).
5. The Parties agree that the Code Share Agreement is amended by
adding the following as Section 2.2.2(e):
Bombardier Delivery Date. Pursuant to Mesa's agreement with
Bombardier, Bombardier is required to provide Mesa with 90
days' written notice of the scheduled delivery week of each
Firm Aircraft (the "B-90 Notice"). Based on the B-90 Notice,
Mesa, at least 60 days prior to the Scheduled Delivery Date,
provides AWA with written notice of the Scheduled Delivery
Date pursuant to the last sentence of Section 2.2.2(a) (the
"Delivery Notice") for each Firm Aircraft. For purposes of
this Section 2.2.2(e), Mesa, based upon a change in delivery
dates received by Mesa from Bombardier, shall have the right
to extend the Scheduled Delivery Date to a new date certain
once for each Firm Aircraft by providing AWA with written
notice at least 45 days prior to the Scheduled Delivery Date
established by the applicable Delivery Notice (the "Extension
Notice"). If a Firm Aircraft is delivered by Mesa to AWA and
is ready to be placed into Flight Services prior to the
Scheduled Delivery Date established by the Delivery Notice (as
may be extended by an Extension Notice), then AWA shall not be
obligated to make any payment under this Agreement for such
Firm Aircraft until the Scheduled Delivery Date established by
Mesa pursuant to the Delivery Notice (as may be extended by an
Extension Notice). If a Firm Aircraft is delivered by Mesa to
AWA and is ready to be placed into Flight Services after the
Scheduled Delivery Date established by the Delivery Notice (as
may be extended as a result of an Excusable Delay or an
Extension Notice), then, notwithstanding anything in Section
2.2.2(c) to the contrary, Mesa, within 30 days after receipt
of written demand from AWA, shall pay to AWA an amount equal
to $[. . . *** . . .] for each day following the fifth day
after the Scheduled Delivery Date that the Firm Aircraft is
not delivered until the date that the Firm Aircraft is
available to AWA to be placed into Flight Services under this
Agreement ("Delay Amount"), not to exceed for any Firm
Aircraft the greater of (i) $[. . . *** . . .] or (ii) the
amount paid by Bombardier to Mesa as damages for the late
delivery of such Firm Aircraft. An "Excusable Delay" shall be
defined to include delays commencing after the date of the
Delivery Notice and before the Scheduled Delivery Date (as may
be extended by an Extension Notice) and occasioned by the
following causes:
i. acts of God;
ii. war, warlike operations, act of the enemy,
armed aggression, civil commotion,
insurrection, riot or embargo;
iii. fire, explosion, earthquake, lightning,
flood, drought, windstorm or other action of
the elements or other catastrophic or
serious accidents;
iv. epidemic or quarantine restrictions;
v. any change in legislation, acts, orders,
directives or regulations of any
governmental or other duly constituted
authority (other than CRJ
Regulatory Changes and CRJ Airworthiness
Directives) once the applicable Aircraft
type has been certified by the FAA; or
vi. strikes, lock-out, walk-out, and/or other
labor troubles, in each case, with respect
to employees of Bombardier causing cessation
of work;.
If an Excusable Delay occurs, then the Scheduled Delivery Date
for purposes of this Section 2.2.2(e) shall be extended for
the number of days of Excusable Delay ("Excusable Delay
Period"), and the Delay Amount shall not begin to accrue until
the fifth day after the Scheduled Delivery Date, as extended
by the Excusable Delay Period. The terms of this Section
2.2.2(e) are in addition to, and not in lieu of, the terms of
Sections 2.2.2(c) and 2.2.2(d).
6. The Parties agree that the Code Share Agreement is amended by
adding the following as Section 2.2.2(f):
[. . . *** . . .]
7. The Parties agree that the Code Share Agreement is amended by
adding the following as Section 2.2.2(g):
[. . . *** . . .]
8. The Parties agree that Section 2.2.3 of the Code Share
Agreement is amended by adding the following:
Elimination of CRJ Model 700s. In addition to the terms of
Sections 2.2.4 and 2.2.5(d), (i) in recognition of the total
of four (4) CRJ Model 900s to be delivered pursuant to the
Delivery Schedule in October 2003, November 2003 and December
2003, Mesa shall remove, or cause Freedom to remove, from the
CRJ Subfleet one (1) CRJ Model 700 at 11:59 p.m. Phoenix time
on each of the following dates: November 24, 2003; December 1,
2003; December 2, 2003; and December 24, 2003; and (ii) on
each date that a CRJ Model 900 is placed into Flight Services
pursuant to the terms of this Agreement, commencing with the
CRJ Model 900 to be delivered in January 2004, Mesa shall
remove, or shall cause Freedom to remove, from the CRJ
Subfleet a CRJ Model 700 for each CRJ Model 900 placed into
Flight Services, until the number of CRJ Model 700s in the CRJ
Subfleet is reduced to zero, which, pursuant to the Delivery
Schedule, is scheduled to occur upon the delivery of the March
2004 CRJ Model 900. AWA shall reimburse Mesa for the actual,
out-of-pocket costs or expenses incurred by Mesa (or Freedom
as applicable) as a direct result of the painting (including
the days out of service for painting) of each CRJ Model 700
removed pursuant to this Section 2.2.3 within thirty (30) days
after receipt of an invoice from Mesa together with
commercially reasonable evidence of such costs or expenses.
9. The Parties agree that Section 2.2.4 of the Code Share
Agreement is amended in its entirety as follows:
Additional CRJ Fleet Reduction. In addition to the terms of
Sections 2.2.3 and 2.2.5, upon 180 days' prior written notice
from AWA to Mesa given from time to time during the Term, AWA,
subject to limitations set forth in the next sentence, may
require Mesa to reduce, or require Mesa to cause Freedom to
reduce, the number of Aircraft in the combined CRJ Subfleets.
AWA shall not require Mesa to reduce, or require Mesa to cause
Freedom to reduce, the number of Aircraft: (i) in the CRJ
Model 200 CRJ Subfleet prior to January 1, 2007; (ii) in the
CRJ Model 900s (and CRJ Model 700s if any CRJ Model 900s are
replaced pursuant to Section 2.2.2(g)) CRJ Subfleet prior to:
(1) January 1, 2007, if Mesa does not induct any of the Put
CRJ 900s pursuant to Section 2.2.2(f) (as may be replaced
pursuant to Section 2.2.2(g) with CRJ Model 700s), or (2) July
1, 2006, if Mesa inducts one or more of the Put CRJ 900s
pursuant to Section 2.2.2(f) (as may be replaced pursuant to
Section 2.2.2(g) with CRJ Model 700s); and (iii) in the
combined CRJ Subfleets by more than one Aircraft in any Six
Calendar Month Period; notwithstanding such limitation, during
the two (2) Six Calendar Month Periods commencing January 1,
2007 and July 1, 2007, AWA may reduce the combined CRJ
Subfleets by either: (i) up to two (2) CRJ Model 200 Aircraft;
or (ii) one (1) CRJ Model 900 or CRJ Model 700 Aircraft and
one (1) CRJ Model 200 Aircraft, in each such Six Calendar
Month Periods. For purposes of this Agreement, "Six Calendar
Month Period" means each period during the Term (as defined
below) commencing on January 1 and ending on June 30 and
commencing on July 1 and ending on December 31.
10. The Parties agree that Section 2.2.5 of the Code Share
Agreement is amended in its entirety as follows:
Additional Aircraft Reduction.
(a) Effective July 1, 2003, the Subfleet of Beech 1900s
was reduced to zero. From and after July 1, 2003,
Mesa shall no longer provide any Flight Services
using Beech 1900s and AWA shall have no payment or
other obligations under this Agreement accruing or
arising after July 1, 2003 in regards to any Beech
1900s. All references to the Beech 1900s and the
subcontracting of services relating to the Beech
1900s shall be eliminated from the Agreement
effective as of July 1, 2003.
(b) Mesa, on July 1, 2003, removed one (1) Dash 8
Aircraft from the Dash 8 Subfleet and on September 3,
2003, will remove two (2) Dash 8 Aircraft from the
Dash 8 Subfleet. At any time during the Term after
August 25, 2007,
AWA may require Mesa to reduce the Subfleet of Dash
8s to zero by providing Mesa with at least 180 days'
prior written notice of AWA's election to eliminate
the Dash 8s on or after such date (the "Dash 8
Elimination Notice"). The Dash 8 Elimination Notice
may be given at any time during the Term on or after
February 27, 2007.
(c) Mesa removed one (1) CRJ Model 200 from the CRJ
Subfleet (for a total of five (5) CRJ Model 200s) on
each of the following dates:
April 27, 2003
June 4, 2003
June 22, 2003
June 27, 2003
July 2, 2003
reducing the CRJ Model 200 CRJ Subfleet to 18
Aircraft.
(d) Mesa removed two (2) CRJ Model 700s from the CRJ
Subfleet at 11:59 p.m. Phoenix time on September 2,
2003. Mesa shall remove, or cause Freedom to remove,
(or not place into Flight Services, as applicable)
one (1) CRJ Model 700 at 11:59 p.m. Phoenix time on
September 14, 2003, and two (2) CRJ Model 700s at
11:59 p.m. Phoenix time on September 21, 2003 from
the CRJ Subfleet, reducing the CRJ Model 700s in the
applicable CRJ Subfleet to 10.
(e) On or before October 31, 2003, AWA, by written notice
to Mesa, shall have the right to cause the 12 CRJ
Model 900s scheduled to be delivered into Flight
Services from April, 2005 to November, 2005 (the
"Rejectable CRJs"), pursuant to the Delivery
Schedule, not to be added to the CRJ Subfleet and not
to be placed into Flight Services (the "900 Election
Notice"). If AWA does not issue the 900 Election
Notice, timely, and such failure to issue the 900
Election Notice, timely, continues for 15 days after
AWA's receipt of written notice from Mesa stating
that AWA failed to issue the 900 Election Notice,
then AWA shall have no further right to issue a 900
Election Notice and reject the Rejectable CRJs. If
AWA issues the Election Notice as provided by this
Section 2.2.5(e), then none of the Rejectable CRJs
shall be added to the CRJ Subfleet or placed into
Flight Services under this Agreement.
(f) Neither Mesa, AM nor Freedom shall operate any
Aircraft removed from Flight Services for itself or
any other airline while the Aircraft are marked with
AWA's livery
(g) From and after the date each Aircraft was or is
removed from Flight Services pursuant to any section
of this Agreement, AWA had and shall have no further
payment or other obligation under this Agreement for
such Aircraft.
11. The Parties agree that Section 2.2.6 is amended in its
entirety as follows:
Spares. Mesa shall have available 1 spare CRJ Model 200, 700
or 900 Aircraft for Flight Services under this Agreement at
any time there are 25 or more Aircraft in the combined CRJ
Subfleets in Flight Services under this Agreement and 2 spare
CRJ Model 200, 700 or 900 Aircraft available for Flight
Services under this Agreement at any time there are 65 or more
Aircraft in the combined CRJ Subfleets in Flight Services
under this Agreement. AWA shall pay the Actual Costs,
Guaranteed Non-Maintenance Costs (other than overhead) and
Guaranteed Maintenance Costs actually incurred by or payable
to Mesa for each spare Aircraft as provided in Section 7.
12. The Parties agree that the Code Share Agreement is amended by
adding the following as Section 2.2.8:
Affiliated Service Provider Aircraft. Mesa, with at least 30
days' prior written notice to AWA, may substitute any Aircraft
operated by Mesa or Freedom under or pursuant to this
Agreement with an aircraft of the same model, capacity,
configuration and meeting the other requirements of this
Agreement, operated by an Affiliated Service Provider (each, a
"Substituted Aircraft"); provided that Mesa and such
Affiliated Service Provider have complied with the provisions
of Section 2.1 and all other provisions relating to Affiliated
Service Providers. Upon each substitution, each Substituted
Aircraft shall become an Aircraft for all purposes of this
Agreement. Mesa shall reimburse AWA for any out-of-pocket
costs or expenses incurred by AWA as a result of the
substitution of Aircraft under this Section 2.2.8 within
thirty (30) days after receipt of an invoice from AWA together
with commercially reasonable evidence of the out-of-pocket
costs or expenses actually incurred by AWA.
13. The Parties agree that the Code Share Agreement is amended by
deleting Section 7.1.8.
14. The parties agree that the Code Share Agreement is amended by
adding the following as a new Section 7.10:
Station Costs. AWA shall reimburse to Mesa the costs and
expenses incurred by Mesa at stations maintained by Mesa in
the amounts and at the rates set forth in Exhibit B, attached
hereto (the "Station Costs"). Mesa shall invoice, as part of
the "Estimated Costs", and AWA shall pay the Station Costs on
a monthly basis
in accordance with Section 7.5.1 of this Agreement. Pursuant
to Section 7.5.2 of this Agreement, Mesa shall include in each
Incurred Costs Statement the final amount of the Station Costs
payable by AWA to Mesa for each applicable calendar month, all
as calculated in accordance with Exhibit B, attached hereto.
Underpayments and overpayments of Station Costs shall be
reconciled in the manner set forth in Section 7.5.2 for
"Incurred Costs". The terms of Section 7.5.4 shall be
applicable to the Station Costs included or not included in
each applicable Incurred Costs Statement; provided, however,
that if any landlord or operator of any station is entitled to
retroactively adjust station rents, then the applicable
station rent shall be adjusted by Mesa as soon as reasonably
practicable after such adjustment and shall be paid by or
reimbursed to AWA within 30 days after Mesa provides AWA with
notice of such adjustment and recalculation. All of the terms
contained in Sections 7.8 and 7.9 shall apply to the
invoicing, paying, collecting and auditing of Station Costs.
AWA and Mesa intend for the Station Costs to be effective
retroactive to January 1, 2003. As soon as practicable and in
no event later than 90 days after the Effective Date of the
Fourth Amendment, Mesa shall submit to AWA a reconciliation of
the Station Costs (the "Reconciliation") since January 1, 2003
calculated in accordance with Exhibit F. To the extent the
Reconciliation discloses that sums are due from AWA to Mesa,
AWA shall pay such sums to Mesa.
15. The Parties agree that Section 8.1 of the Code Share Agreement
is amended as follows:
Term. The term of this Agreement (the "Term") commences on the
Effective Date retroactive to the Contract Date (the
"Commencement Date") and shall expire at 11:59 p.m., Phoenix
time, on June 30, 2012 ("Expiration Date"), unless earlier
terminated as provided in this Agreement. Notwithstanding the
foregoing to the contrary, if the 900 Election Notice is not
issued by AWA to Mesa as required by Section 2.2.5(e) and the
Rejectable CRJs are added to the CRJ Subfleet, then the
Expiration Date shall be extended to 11:59 p.m., Phoenix time,
on November 30, 2013. AWA, by written notice to Mesa at least
180 days prior to the Expiration Date, may extend the
Expiration Date for two years, expiring at 11:59 p.m., Phoenix
time, on June 30, 2014 or November 30, 2015, as applicable.
16. The Parties agree that Exhibit A to the Code Share Agreement
is amended in its entirety as set forth in Attachment 1 to
this Fourth Amendment, and Exhibit B to the Code Share
Agreement is amended in its entirety as set forth in
Attachment 2 to this Fourth Amendment.
17. Reserved.
AGREEMENTS:
18. Release.
(a) Except as provided in Section 17(c), below, AWA fully
and finally releases, acquits and forever discharges
Mesa and its parent companies and subsidiaries from
any and all claims or demands for any amounts owed,
accrued, payable, incurred, billed or invoiced
pursuant to the Code Share Agreement or the Original
Agreement for matters, services, actions, events,
activities or other items provided or occurring on or
before, or related to the period expiring on,
December 31, 2002.
(b) Except as provided in Section 17(c), below, Mesa, AM
and Freedom fully and finally release, acquit and
forever discharge AWA and its parent companies and
subsidiaries from any and all claims or demands for
any amounts owed, accrued, payable, incurred, billed
or invoiced pursuant to the Code Share Agreement or
the Original Agreement for matters, services,
actions, events, activities or other items provided
or occurring on or before, or related to the period
expiring on, December 31, 2002.
(c) Notwithstanding the foregoing, the parties agree that
the releases set forth in subsections (a) and (b)
above shall not apply to (i) any amounts accruing or
payable under the Code Share Agreement after December
31, 2002 for services, actions, events, activities or
other items occurring after December 31, 2002; (ii)
any amounts owed by Mesa pursuant to Section 5 of the
Code Share Agreement (provided, however, that AWA
shall not use its right of offset for these amounts
until payment by AWA of any amounts owing pursuant to
the Reconciliation, unless Mesa has not provided AWA
with the Reconciliation pursuant to Section 7.10
within 90 days of the Effective Date of this Fourth
Amendment in which case AWA may exercise its offset
rights for these amounts at any time after the 90th
day after the Effective Date of this Fourth
Amendment); (iii) any Transition Reimbursement owed
by AWA pursuant to Section 2.2.7 of the Code Share
Agreement; (iv) any amounts to be paid by AWA
pursuant to paragraph 18 below; (v) any amount
payable by AWA to Mesa for the closure of the
maintenance base in Columbus, Ohio pursuant to
Section 2.6.3 of the Code Share Agreement; (vi) any
amounts owed by Mesa to AWA as reimbursement for
overpayment of landing fees by AWA to Mesa; or (vii)
any amounts payable by Mesa to AWA as reimbursement
for Aviation Security Infrastructure Fees.
Payment Obligation. On the Effective Date, AWA shall be
obligated to pay to Mesa the Payment Amount, [. . . *** . . .]
19. Withdrawal of Notice. AWA withdraws all notices that it
provided to Mesa for the cancellation of three (3) CRJ Model
700s and agrees and acknowledges that, as of the Effective
Date of this Fourth Amendment, the number of CRJ Model 700s in
the CRJ Subfleet (and committed to be added to the CRJ
Subfleet) is, in the aggregate, fifteen (15).
20. CRJ Model 200s. As of the Effective Date of this Fourth
Amendment, the number of CRJ Model 200s in the CRJ Subfleet is
eighteen (18).
21. Effect. Except as set forth in this Fourth Amendment, all of
the terms and conditions of the Code Share Agreement remain in
full force and effect.
22. Counterparts. This Fourth Amendment may be executed in
counterparts, all of which when taken together shall be one
and the same document.
23. Entire Agreement. This Fourth Amendment constitutes the entire
agreement between the parties with respect to the subject
matter hereof and supersedes all prior understandings with
respect thereto.
AMERICA WEST AIRLINES, INC.
By: /s/ J. Xxxxx Xxxxx
----------------------------
Name: J. Xxxxx Xxxxx
Title: EVP - Sales and Marketing
MESA AIRLINES, INC.
By: /s/ Xxxxxxxx Xxxxxxxx
-----------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Chief Executive Officer
AIR MIDWEST, INC.
By: /s/ Xxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxx
Title:------------------------------
FREEDOM AIRLINES, INC.
By: /s/ Xxxxxxx Xxxx
-----------------------------
Name: Xxxxxxx Xxxx
Title:------------------------------
EXHIBIT A
CRJ-700/900
DELIVERY SCHEDULE
CURRENT NEW TOTAL
XXX-000 XXX-000 XXX-000 CRJ-7/900
DELIVERIES REDUCTIONS DELIVERIES XXX-000 XXX-000 FLEET
---------- ---------- ---------- ------- ------- -----
9/2/03 [... *** ...] [... *** ...] [... *** ...] [... *** ...] [... *** ...] [... *** ...]
Sep-03
Oct-03
Nov-03
Dec-03
Jan-04
Feb-04
Mar-04
Apr-04
May-04
Jun-04
Jul-04
Aug-04
Sep-04
Oct-04
Nov-04
Dec-04
Jan-05
Feb-05
Mar-05
Apr-05
May-05
Jun-05
Jul-05
Aug-05
Sep-05
Oct-05
Nov-05
Incremental Aircraft [... *** ...] [... *** ...]
------------- -------------
Note:
[... *** ...]
EXHIBIT A
OPTION CRJ-700/900
DELIVERY SCHEDULE
DELIVERY OPTION
MONTH CRJ-7/900
----------------------------------------------------------------------
Jan-04 [... *** ...]
Feb-04
Mar-04
Apr-04
May-04
Jun-04
Jul-04
Aug-04
Sep-04
Oct-04
Nov-04
Dec-04
----------------------------------------------------------------------
Each calendar month
thereafter through Oct-07 [... *** ...]
----------------------------------------------------------------------
[... *** ...]
Note:
[... *** ...]
EXHIBIT B
Cost per
Monthly Departure >3 Cost/
Cost Per Xxxxxxxxxx Xxxxxxxxx X00, XX0 and CRJ 200 Markets Covered by Model (as
Aircraft Type Station per Day PHX Hub of 12/31/02)
-------------------------------------------------------------------------------------------------------------------
B19 [... *** ...] [... *** ...] [... *** ...] [... *** ...]
DH8
CRJ 200
CRJ 700
CRJ 900
Mexico Stations
GDL (CRJ 200) [... *** ...]
Each month, overall station cost reimbursement (exclusive of station rent) will
be determined by the sume of:
[... *** ...]
Notes
[... *** ...]
