SEVENTH AMENDMENT
This Seventh Amendment is entered and made as of this 24th day of
November, 2003 (the "Amendment") as an amendment to the Service Agreement dated
as of November 11, 1997, by and between US Airways, Inc. ("US Airways") and Mesa
Air Group, Inc. as amended ("MesaJet" or "Mesa") (the "Agreement").
WITNESSETH:
WHEREAS, US Airways and Mesa have entered into the Agreement; and
WHEREAS, US Airways and Mesa have entered into the First Amendment to the
Agreement dated as of November, 24, 1999 (the "First Amendment"); and
WHEREAS, US Airways and Mesa have entered into the Second Amendment to the
Agreement dated as of October 6, 2000 (the "Second Amendment"); and
WHEREAS, Mesa has entered into a Consent Agreement dated as of October 6,
2000; and
WHEREAS, US Airways and Mesa have entered into the Third Amendment to the
Agreement dated as of October 17, 2002 (the "Third Amendment"); and
WHEREAS, US Airways and Mesa have entered into the Fourth Amendment to the
Agreement dated as of October 17, 2002 (the "Fourth Amendment"); and
WHEREAS, US Airways and Mesa have entered into the Fifth Amendment to the
Agreement dated as of October 17, 2002 (the "Fifth Amendment"); and
WHEREAS, US Airways and Mesa have entered into the Sixth Amendment to the
Agreement dated as of August 14, 2002 (the "Sixth Amendment");
WHEREAS, US Airways and Mesa desire to amend certain provisions of the
Agreement;
NOW THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which is
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acknowledged, and intending to be legally bound, US Airways and Mesa hereby
agree as follows:
1. Section 2.1(b) is hereby amended by deleting the number "*" in the
first line and replacing it with the number "*".
2. Exhibit A-6 is hereby deleted in its entirety and is replaced with
the attached Exhibit A-7.
3. Section 7.6 is hereby amended by adding the following at the end of
Section 7.6(a):
The above, notwithstanding the initial term for each of Aircraft *-*
shall commence on the date that is * days prior to the date on which each
such aircraft is delivered to US Airways. The initial term for each such
aircraft shall expire * years from the date the last such aircraft is
added to Mesa's fleet pursuant to Section 2.1(b) (as amended by this
Seventh Amendment).
4. Section 5.2(p) is amended by adding the following sentence to the
second paragraph of this Section:
The Aircraft Ownership Cost per month for the Additional Aircraft
*-* shall be *.
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5. Before Mesa enters into a definitive agreement on any CRJ-100
aircraft to be operated under this Agreement, Mesa and US Airways
will review any additional costs that may be associated with such
aircraft, and will either reach mutual agreement to include such
costs in the Pricing Model as appropriate or to decline introducing
such aircraft into the Service under this Agreement. In the event
the CRJ-100 is not introduced into the Service pursuant to this
Paragraph, the references to Aircraft number "*" in Paragraph 1, 3
and 4 above and Exhibit A-7 shall be deleted or changed to "*", as
appropriate.
6. Except as reflected above, the Agreement remains unchanged in all
other respects. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meaning set forth in the
Agreement. Upon the later of: (i) its execution; or, (ii) approval
by the US Airways Board of Directors, this Seventh Amendment,
together with the Agreement, will be the complete and binding
understanding of the Parties with respect to the terms and
conditions of the Agreement, as amended by the terms set forth
herein. As amended by this Amendment, the Agreement is hereby
ratified and shall continue in full force and effect in accordance
with its terms.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date first written above.
MESA AIR GROUP, INC. US AIRWAYS, INC.
/S/ Xxxxxxxx Xxxxxxxx /S/ N. Xxxxx Xxxxx
------------------------------- -------------------------------
By: Xxxxxxxx Xxxxxxxx By: N. Xxxxx Xxxxx
Title: Chief Executive Officer Title: Sr. Vice President - Alliances
& President - US Airways Express
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EXHIBIT A-7
*
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