EIGHTEENTH AMENDMENT TO CODE SHARE AND REVENUE SHARING AGREEMENT
Exhibit 10.11.19
***Text Omitted and Filed Separately with the Securities and Exchange Commission
Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 230.406
Execution Version
EIGHTEENTH AMENDMENT TO CODE SHARE AND
THIS EIGHTEENTH AMENDMENT TO CODE SHARE AND REVENUE SHARING AGREEMENT (this “Eighteenth Amendment”) is made and entered into to be effective as of March 1, 2017 (the “Effective Date”) by and between AMERICAN AIRLINES, INC., a Delaware corporation, as successor in interest by merger to US Airways, Inc. (“American”), and MESA AIRLINES, INC., a Nevada corporation (“Mesa”).
RECITALS:
A. American and Mesa are parties to that certain Code Share and Revenue Sharing Agreement, dated as of March 20, 2001, but effective as of February 1, 2001 (as amended, modified and supplemented, the “Code Share Agreement”).
B. The Code Share Agreement has previously been amended, including by:
| i. | the Tenth Amendment to Code Share and Revenue Sharing Agreement, dated November 18, 2010 (the “Tenth Amendment”); |
| ii. | the Sixteenth Amendment to Code Share and Revenue Sharing Agreement, dated January 26, 2015 (the “Sixteenth Amendment”); and |
| iii. | the Seventeenth Amendment to Code Share and Revenue Sharing Agreement, dated December 28, 2015 (the “Seventeenth Amendment”). |
C. The Parties desire to further amend the Code Share Agreement as set forth in this Eighteenth Amendment.
D. All capitalized terms used herein, but not otherwise defined herein, shall have the meanings given to such terms in the Code Share Agreement. It is the intent of the parties that this Eighteenth Amendment and the subject matter addressed herein is integral to the entirety of the Code Share Agreement and is not severable therefrom.
AGREEMENT:
In consideration of the mutual covenants contained herein and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. Pilot Block Hour Rate Increase.
1.1 As of the Effective Date, and subject to Section 1.2 of this Eighteenth Amendment:
[***]
1.2 Notwithstanding anything set forth in Section 1.1 of this Eighteenth Amendment, in the event that Mesa fails to enter into a collective bargaining agreement with its pilot labor organization on or before December 31, 2017: [***]
2. Performance Threshold Changes. Attachment B to this Eighteenth Amendment lists all cancellation and delay codes used by American at the time of this Eighteenth Amendment and specifically lists all such codes that are classified as Controllable Cancellation Codes and Controllable On-Time Departure Codes. Exhibit D to the Tenth Amendment is hereby superseded and replaced by Attachment B hereto. In the event the codes set forth in American’s Delay Code Handbook and Cancel Code Handbook (or any successor handbooks thereto) are amended, restated or modified in any way, subsequent to the Effective Date, then such amendment, restatement or modification shall automatically be deemed to amend, modify or restate the applicable codes set forth in Attachment B hereto without any action by American or Mesa; provided that, American shall promptly provide notice to Mesa of any such amendment, modification or restatement to the Delay Code Handbook and Cancel Code Handbook.
3. Initial Crew Max. Mesa acknowledges and reaffirms its obligation pursuant to Section 4.2 of the Seventeenth Amendment to, not later than one hundred sixty (160) calendar days prior to each month during which Mesa is obligated to provide Flight Services, provide AAG Network Planning (as defined therein) with “Initial Crew Max” information, meaning an initial estimate of schedulable hours available during such month for each of Mesa’s captains, first officers and flight attendants.
4. Replacement of Code Share Agreement. Upon execution of this Eighteenth Amendment by both parties, the parties shall, in good faith promptly negotiate and execute a new Capacity Purchase Agreement to replace the existing Code Share Agreement reflecting the foregoing terms and all applicable terms and conditions set forth in the Code Share Agreement and its various amendments. The purpose of such new Capacity Purchase Agreement is to re-state and organize the previous agreement and clean up dead language for ease of administration. The parties agree to work in good faith to have such new Capacity Purchase Agreement in place by December 31, 2017.
5. Miscellaneous.
5.1 Except as set forth in this Eighteenth Amendment, all of the terms and conditions of the Code Share Agreement shall remain in full force and effect and be applicable to this Eighteenth Amendment.
5.2 This Eighteenth Amendment may be executed in counterparts, all of which when taken together shall be one and the same document.
5.3 This Eighteenth Amendment, including the Attachments attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto.
5.4 The definitions contained in this Eighteenth Amendment are applicable to the other grammatical forms of such terms.
5.5 Notwithstanding anything herein to the contrary, Sections 1.2 and 5 of this Eighteenth Amendment shall survive the expiration or termination of the Code Share Agreement.
[Signatures Follow]
Execution Version
IN WITNESS WHEREOF, the parties have duly executed this Eighteenth Amendment as of the date first above written.
| AMERICAN AIRLINES, INC.
By: Name: Xxxxx Xxxxxxxxx Title: Senior Vice President — Regional Carriers
|
| MESA AIRLINES, INC.
By: Name: Title: |
Attachment A
Contract Rates
Mesa Contract Rates (Effective as of the Effective date of the Eighteenth Amendment)
(See Note 2)
Guaranteed Non-Maintenance Cost
| Original 38 | +9 (Amd. 12) | +4/6 (Amd. 13/14) |
+7 (Amd. 16) | |||||||
| COST CATEGORY | UNIT | CRJ 900 | CRJ 900 | CRJ 900 | CRJ 900 | |||||
| Aircraft Lease & Overhead |
A/C MONTH | |||||||||
| Ownership | [***] | [***] | [***] | [***] | ||||||
| Overhead | [***] | [***] | [***] | [***] | ||||||
| Crew XXX | [***] | [***] | [***] | [***] | ||||||
| Total | [***] | [***] | [***] | [***] | ||||||
| Flight Crew & Maintenance (Rates applicable during initial Rate Increase Period1) | BLOCK HOUR | |||||||||
| (Note 1)Pilot | [***] | [***] | [***] | [***] | ||||||
| Flight Attendant | [***] | [***] | [***] | [***] | ||||||
| Total | [***] | [***] | [***] | [***] | ||||||
| Flight Crew & Maintenance (Rates applicable during Secondary Rate Increase Period2) | BLOCK HOUR | |||||||||
| (Note 1)Pilot | [***] | [***] | [***] | [***] | ||||||
| Flight Attendant | [***] | [***] | [***] | [***] | ||||||
| Total | [***] | [***] | [***] | [***] | ||||||
| [***] | [***] | [***] | [***] | |||||||
| Dispatchers |
DEPARTURE | [***] | [***] | [***] | [***] | |||||
| Guaranteed Non-Maintenance Cost Reduction | A/C MONTH | [***] | [***] | [***] | [***] | |||||
| Aircraft Margin |
A/C MONTH | [***] | [***] | [***] | [***] |
| 1 | As such term is defined in Section 1.1(a) of the Eighteenth Amendment |
| 2 | As such term is defined in Section 1.1(b) of the Eighteenth Amendment |
| Guaranteed Maintenance Costs |
||||||||||
| Original 38 | +9 (Amd. 12) | +4/6 (Amd. 13/14) |
+7 (Amd. 16) | |||||||
| COST CATEGORY | UNIT | CRJ 900 | CRJ 900 | CRJ 900 | CRJ 900 | |||||
| Maintenance Cost Per A/C |
A/C MONTH | |||||||||
| MX Employees | [***] | [***] | [***] | [***] | ||||||
| Engine & APU Depreciation | [***] | [***] | [***] | [***] | ||||||
| Outstation Base | [***] | [***] | [***] | [***] | ||||||
| Total | [***] | [***] | [***] | [***] | ||||||
| [***] | [***] | [***] | [***] | |||||||
| Maintenance Base Cost |
BASE/MONTH | |||||||||
| Rent & Utilities | [***] | [***] | [***] | [***] | ||||||
| Personnel | [***] | [***] | [***] | [***] | ||||||
| Parts Depreciation | [***] | [***] | [***] | [***] | ||||||
| Equipment Depreciation | [***] | [***] | [***] | [***] | ||||||
| Total | [***] | [***] | [***] | [***] | ||||||
| Maintenance Cost Per Block Hour |
BLOCK HOUR | |||||||||
| Engine MX – Contractual | [***] | [***] | [***] | [***] | ||||||
| Engine MX – Other | [***] | [***] | [***] | [***] | ||||||
| Airframe MX | [***] | [***] | [***] | [***] | ||||||
| Total | [***] | [***] | [***] | [***] | ||||||
* these amounts will not be subject to escalation over the Term
Note 1 – The pilot rates set for the above in this Attachment A reflect the rate increases provided for in Section 1.1 of the Eighteenth Amendment. In the event of any expiration or termination of the Rate Increase Period (as defined in Section 1.1(b) of the Eighteenth Amendment), the pilot rates and total flight crew rates shall be as follows:
| Original 38 | +9 (Amd. 12) | +4/6 (Amd. 13/14) |
+7 (Amd. 16) | |||||||
| COST CATEGORY | UNIT | CRJ 900 | CRJ 900 | CRJ 900 | CRJ 900 | |||||
| Flight Crew & Maintenance |
BLOCK HOUR |
|||||||||
| Pilot | [***] | [***] | [***] | [***] | ||||||
| Flight Attendant | [***] | [***] | [***] | [***] | ||||||
| Total | [***] | [***] | [***] | [***] |
Following any such expiration or termination of the Rate Increase Period, rates for Mesa’s pilots may be adjusted once during the remainder of the term of the Code Share Agreement to reflect an increase to the pay scale for the pilots of not more than [***] to account for any new or renegotiated collective bargaining agreement, provided that such adjusted rate shall not be billed to American until after such adjusted rate is effective and paid to Mesa’s pilots.
Note 2 – In addition to the Aircraft (as defined below), Mesa may, subject to the terms and conditions of this Note 2, in its discretion and at its sole expense, arrange for and utilize substitute CRJ-900 aircraft or CRJ-200 aircraft in American Eagle/US Airways Express livery (as applicable based on the terms of the Code Share Agreement) or neutral livery to provide the Flight Services under this Code Share Agreement during those periods, but only during those periods, when any of the Original Aircraft, the Twelfth Amendment New Aircraft, the Thirteenth Amendment New Aircraft, the Fourteenth Amendment New Aircraft or the Sixteenth Amendment New Aircraft (collectively, “Aircraft”) may be out of service due to unforeseen and irregular maintenance requirements; provided that (i) each substitute CRJ-200 aircraft shall be subject to compliance with flight interior and exterior standards and shall be approved by American in writing before being used as a substitute aircraft pursuant to this Note 2, and (ii) Mesa may only utilize regional jet aircraft other than CRJ-900 or CRJ-200 aircraft to the extent that American has permitted such use in advance in writing. For clarification purposes only, Mesa may operate such a substitute aircraft in US Airways Express or neutral livery in lieu of an Aircraft in US Airways Express livery and Mesa may operate such a substitute aircraft in American Eagle or neutral livery in lieu of an Aircraft in American Eagle livery, but may not operate a substitute aircraft in US Airways Express livery in lieu of an Aircraft in American Eagle livery or a substitute aircraft in American Eagle livery in lieu of an Aircraft in US Airways Express livery, without the prior written consent of American.
| a) | Notwithstanding anything in the Code Share Agreement to the contrary, and assuming approval is granted, usage of substitute CRJ-200 aircraft shall be paid as follows: |
| 1. | Rates paid for operation of this aircraft will be $[***] per block hour and $[***] per departure plus any fuel costs associated with these substitute operations. Such rate shall be reduced by [***] after the [***] Flight of such aircraft in a calendar month, reduced by [***] after the [***] Flight of the calendar month, and [***] after the [***] Flight of the calendar month. Any CRJ-200 Flights operated as a result of Aircraft Damage cause by American shall be excluded from the calculation and not subject to reductions pursuant to this paragraph. |
| 2. | In addition, the amount paid to Mesa will be further adjusted by any interrupted trip or passenger inconvenience costs to include, without limitation, such things as meals and hotels for displaced passengers, as well as an amount of $[***] per passenger downgraded from first class to coach class (excluding CRJ-200 flights operated because of Aircraft Damage caused by American). |
| b) | If a substitute aircraft shall be utilized for more than two (2) consecutive days, Mesa and American shall mutually agree upon the route that shall be covered by the substitute aircraft. |
| c) | For clarification purposes only, is a substitute aircraft is used in accordance with the terms hereof, the applicable provisions of the Code Share Agreement shall also apply to the Flight Services operated by such substitute aircraft, including, without limitation, if the respective Flight is not operated for any reason. |
| d) | The provisions of this Note 2 replace Section 9(d)(ii) of the Tenth Amendment in its entirety. |
Attachment B
American Cancellation and Delay Codes
| 1. | Controllable Cancellation Codes |
| CODE | GROUP | DESCRIPTION | ||
| XCC |
CREWS | FLIGHT CREW UNAVAILABLE | ||
| YCC | CREWS | BALANCE OF FLIGHT CREW UNAVAILABLE | ||
| XCL | CREWS | PILOT LEGALITY | ||
| YCL | CREWS | BALANCE OF PILOT LEGALITY | ||
| XRC | CREWS | FLIGHT CREW REFUSED AIRCRAFT | ||
| YRC | CREWS | BALANCE OF FLIGHT CREW REFUSED AIRCRAFT | ||
| XFA | CREWS | FLIGHT ATTENDANT CAUSED | ||
| YFA | CREWS | BALANCE OF FLIGHT ATTENDANT CAUSED | ||
| XFL | CREWS | FLIGHT ATTENDANT LEGALITY | ||
| YFL | CREWS | BALANCE OF FLIGHT ATTENDANT LEGALITY | ||
| XOP | OPERATIONAL | OPERATIONAL DECISION | ||
| YOP | OPERATIONAL | BALANCE OF OPERATIONAL DECISION | ||
| XZP | OPERATIONAL | PRE-EMPTIVE OPERATIONAL DECISION | ||
| YZP | OPERATIONAL | BALANCE OF PRE-EMPTIVE OPERATIONAL | ||
| XM0 | MAINTENANCE/DAMAGE | MAINTENANCE MECHANICAL INBOUND | ||
| YM0 | MAINTENANCE/DAMAGE | BALANCE OF MAINTENANCE MECHANICAL | ||
| XMl | MAINTENANCE/DAMAGE | MAINTENANCE MECHANICAL OUTBOUND | ||
| YMl | MAINTENANCE/DAMAGE | BALANCE OF MAINTENANCE MECHANICAL OUTBOUND | ||
| XM2 | MAINTENANCE/DAMAGE | MATERIAL SERVICEABILITY | ||
| YM2 | MAINTENANCE/DAMAGE | BALANCE OF MATERIAL SERVICEABILITY | ||
| XM3 | MAINTENANCE/DAMAGE | PARTS & MATERIALS/TOOLING/TEST EQUIPMENT SHORTAGE | ||
| YM3 | MAINTENANCE/DAMAGE | BALANCE OF PARTS & MATERIALS/TOOLING/TEST EQUIPMENT SHORTAGE | ||
| XM4 | MAINTENANCE/DAMAGE | MAINTENANCE SERVICING | ||
| YM4 | MAINTENANCE/DAMAGE | BALANCE OF MAINTENANCE SERVICING | ||
| XM5 | MAINTENANCE/DAMAGE | TECHNICAL DATA | ||
| YM5 | MAINTENANCE/DAMAGE | BALANCE OF TECHNICAL DATA | ||
| XM6 | MAINTENANCE/DAMAGE | PRECAUTIONARY INSPECTION | ||
| YM6 | MAINTENANCE/DAMAGE | BALANCE OF PRECAUTIONARY lNSPECTION | ||
| XM7 | MAINTENANCE/DAMAGE | SCHEDULED MAINTENANCE | ||
| YM7 | MAINTENANCE/DAMAGE | BALANCE OF SCHEDULED MAINTENANCE | ||
| XM8 | MAINTENANCE/DAMAGE | ONBOARD COMPUTER/COMPONENT RESET | ||
| YM8 | MAINTENANCE/DAMAGE | BALANCE OF ONBOARD COMPUTER/COMPONENT | ||
| XM9 | MAINTENANCE/DAMAGE | MAINTENANCE/ENGINEERING DEPARTMENT | ||
| YM9 | MAINTENANCE/DAMAGE | BALANCE OF MAINTENANCE/ENGINEERING | ||
| XD3 | MAINTENANCE/DAMAGE | FLIGHT DECK/CABIN CREW DAMAGE | ||
| YD3 | MAINTENANCE/DAMAGE | BALANCE OF FLIGHT DECK/CABIN CREW DAMAGE | ||
| XD4 | MAINTENANCE/DAMAGE | PASSENGER DAMAGE | ||
| YD4 | MAINTENANCE/DAMAGE | BALANCE OF PASSENGER DAMAGE | ||
| XD9 | MAINTENANCE/DAMAGE | MAINTENANCE DAMAGE | ||
| YD9 | MAINTENANCE/DAMAGE | BALANCE OF MAINTENANCE DAMAGE |
Attachment B to Eighteenth Amendment to Code Share Agreement
| 2. | Controllable On-Time Departure Codes |
| CODE | GROUP | DESCRIPTION | ||
| FA0 | FLIGHT CREW/CREW SCHEDULING | FLIGHT ATTENDANT COMPLETION OF DUTIES/OTHER | ||
| FAl | FLIGHT CREW/CREW SCHEDULING | FLIGHT ATTENDANT REST/LEGALITY | ||
| FA2 | FLIGHT CREW/CREW SCHEDULING | FLIGHT ATTENDANT CONNECTION | ||
| FA3 | FLIGHT CREW/CREW SCHEDULING | FLIGHT ATTENDANT BROKEN THRU FLIGHT | ||
| FA4 | FLIGHT CREW/CREW SCHEDULING | FLIGHT ATTENDANT LATE | ||
| FA5 | FLIGHT CREW/ CREW SCHEDULING | FLIGHT ATTENDANT SICK OR NO SHOW | ||
| FA6 | FLIGHT CREW/CREW SCHEDULING | BOARDING HELD/INTERRUPTED | ||
| FA7 | FLIGHT CREW/CREW SCHEDULING | FLIGHT ATTENDANT GATE CHECKED BAGS | ||
| FA8 | FLIGHT CREW/CREW SCHEDULING | RE SEATING PASSENGERS | ||
| FP0 | FLIGHT CREW/CREW SCHEDULING | PILOT COMPLETION OF DUTIES/OTHER | ||
| FPl | FLIGHT CREW/CREW SCHEDULING | PILOT REST/LEGALITY | ||
| FP2 | FLIGHT CREW/CREW SCHEDULING | PILOT CONNECTION | ||
| FP3 | FLIGHT CREW/CREW SCHEDULING | PILOT BROKEN THRU FLIGHT | ||
| FP4 | FLIGHT CREW/CREW SCHEDULING | PILOT LATE | ||
| FP5 | FLIGHT CREW/CREW SCHEDULING | PILOT SICK OR NO SHOW | ||
| FC0 | FLIGHT CREW/CREW SCHEDULING | CREW SCHEDULING OTHER | ||
| FCl | FLIGHT CREW/CREW SCHEDULING | PILOT AND FLIGHT ATTENDANT REST | ||
| FC2 | FLIGHT CREW/CREW SCHEDULING | PILOT AND FLIGHT ATTENDANT CONNECTION | ||
| FC3 | FLIGHT CREW/CREW SCHEDULING | PILOT AND FLIGHT ATTENDANT BROKEN | ||
| FC4 | FLIGHT CREW/CREW SCHEDULING | PILOT AND FLIGHT ATTENDANT LATE TO | ||
| FC5 | FLIGHT CREW/CREW SCHEDULING | CREW SWAP/CREW RECOVERY | ||
| FC6 | FLIGHT CREW/CREW SCHEDULING | IN TERMINATE/OUT ORIGINATE | ||
| FC7 | FLIGHT CREW/CREW SCHEDULING | UNSCHEDULED CREW REST | ||
| MT | MAINTENANCE/DAMAGE | MAINTENANCE | ||
| MTl | MAINTENANCE/DAMAGE | MAINTENANCE MECHANICAL DELAY | ||
| MT2 | MAINTENANCE/DAMAGE | PARTS DEFECTIVE FROM STOCK |
Attachment B to Eighteenth Amendment to Code Share Agreement
| CODE | GROUP | DESCRIPTION | ||
| MT3 | MAINTENANCE/DAMAGE | PARTS & MATERIALS/TOOLING/TEST | ||
| MT4 | MAINTENANCE/DAMAGE | DELAY FROM SCHEDULED MAINTENANCE XXXX | ||
| XX0 | MAINTENANCE/DAMAGE | DEFERRAL MANAGEMENT/TECHNICAL | ||
| MT6 | MAINTENANCE/DAMAGE | PRECAUTIONARY INSPECTION | ||
| MT7 | MAINTENANCE/DAMAGE | LATE DELTVERY OF AIRCRAFT | ||
| MT8 | MAINTENANCE/DAMAGE | ONBOARD COMPUTER/COMPONENT RESET | ||
| MT9 | MAINTENANCE/DAMAGE | MAINTENANCE/ENGINEERING PERSONNEL | ||
| DA3 | MAINTENANCE/DAMAGE | LIGHT DECK/CABIN CREW DAMAGE | ||
| DA4 | MAINTENANCE/DAMAGE | PASSENGER DAMAGE | ||
| DA9 | MAINTENANCE/DAMAGE | MAINTENANCE DAMAGE | ||
| OL2 | OPERATIONS/LOAD PLANNING | ADJUSTING PASSENGER/BINS AFTER INITIAL LOAD | ||
| OL4 | OPERATIONS/LOAD PLANNING | MOVING PASSENGERS/BAGS FOR WEIGHT | ||
| OP3 | OPERATIONS/LOAD PLANNING | LATE FLIGHT RELEASE | ||
| IT8 | INFORMATION TECHNOLOGY | REGIONAL CARRIERS IT ENVIRONMENT |
Attachment B to Eighteenth Amendment to Code Share Agreement
