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Exhibit 10.14
* TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTION 200.80(B)(4),
200.83 AND 240.24b-2
FIFTH AMENDMENT TO CODE SHARE
AND REVENUE SHARING AGREEMENT
THIS FIFTH
AMENDMENT TO CODE SHARE AND REVENUE SHARING AGREEMENT ("Fifth
Amendment") is made and entered into as of
January 28, 2005 (the "Effective
Date"), among 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"). Mesa, AM and Freedom are
referred to collectively as the "Mesa
Group".
RECITALS:
A. AWA and the
Mesa Group 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, 2002 ("Second
Amendment"), that certain Third Amendment
to Code Share and Revenue Sharing
Agreement, dated to be effective January
29, 2003 ("Third Amendment"), and that
certain Fourth Amendment to Code Share and
Revenue Sharing Agreement and
Release, dated to be effective September 5,
2003 (collectively, the "Code Share
Agreement"). All capitalized terms used
herein, but not otherwise defined
herein, shall have the meanings given to
such terms in the Code Share Agreement.
B. The Code
Share Agreement requires the Mesa Group to provide certain
Flight Services for AWA, pursuant to the
terms and conditions of the Code Share
Agreement.
C. The Mesa
Group and AWA desire to amend the Code Share Agreement pursuant
to the terms and conditions of this Fifth
Amendment.
D. The Mesa
Group and AWA desire to terminate certain Subcontracting of
Services and allow for Subcontracting of
Services under limited circumstances.
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 the Mesa Group agree as set forth
below.
AMENDMENTS:
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1. The parties agree that
Section 2.2.2(b) of the Code Share Agreement is
amended in its entirety as follows:
(b) AWA shall have the options to expand the CRJ Fleet from the
Option
Aircraft. On or before each option "Exercise Date" (as set forth
on
Exhibit A), AWA, by written notice to Mesa (the "Option
Notice"),
shall have the option to require Mesa to increase the CRJ Subfleet
by
the addition of the applicable CRJ Aircraft (as set forth on
Exhibit
A) in the applicable "In Service Months" (as set for on Exhibit
A)
(each, a "Fleet Expansion Option"). Each Option Notice shall
specify
whether AWA is selecting either a CRJ Model 700 or 900. If the
Option
Notice does not specify the CRJ Model, then AWA shall be deemed
to
have selected a CRJ Model 900. The Fleet Expansion Options are
separate and individual options and may be exercised or not
exercised
on a separate and individual basis. If AWA does not exercise a
Fleet
Expansion Option timely, then the applicable Option Aircraft shall
not
be added to the CRJ Subfleet and shall not be placed into
Flight
Services. The Aircraft that are the subject of each exercise of
a
Fleet Expansion Option shall be added to the Fleet by Mesa in
the
applicable In Service Months. Mesa shall provide AWA with at least
90
days prior written notice of the week each Option Aircraft will
be
placed into Flight Service under this Agreement and at least 60
days'
prior written notice of the Scheduled Delivery Date for each
Option
Aircraft that is the subject of each exercised Fleet Expansion
Option.
2. The parties agree that
Section 8.1 of the Code Share Agreement is
amended in its entirety 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 provi
