EX-10.11.18





 Exhibit 10.11.18 

***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 COPY 

SEVENTEENTH AMENDMENT TO CODE SHARE AND 

REVENUE SHARING AGREEMENT 

THIS SEVENTEENTH AMENDMENT TO CODE SHARE AND REVENUE SHARING AGREEMENT (this “Seventeenth Amendment”) is made
and entered into as of December 28th, 2015 (the “Effective Date”), by and between US AIRWAYS, INC., a Delaware corporation (“US Airways”) and MESA AIRLINES, INC.,
a Nevada corporation (“Mesa”). 
 RECITALS: 

A.        US Airways and Mesa have previously entered into 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 the: Tenth Amendment
to Code Share and Revenue Sharing Agreement, dated November 18, 2010 (the “Tenth Amendment”); the Eleventh Amendment to Codeshare and Revenue Sharing Agreement, dated July 1, 2012; the Twelfth Amendment to Code Share and
Revenue Sharing Agreement, dated February 13, 2013; the Thirteenth Amendment to Code Share and Revenue Sharing Agreement, dated December 24, 2013; the Fourteenth Amendment to Code Share and Revenue Sharing Agreement, dated April 10,
2014; the Fifteenth Amendment to Code Share and Revenue Sharing Agreement, dated November 26, 2014; and the Sixteenth Amendment to Code Share and Revenue Sharing Agreement, dated effective January 25, 2015 (the “Sixteenth
Amendment”). 
 C.      Pursuant to Section 9 of the Tenth Amendment, as amended
by Section 10 of the Sixteenth Amendment, US Airways believes it is entitled to outstanding performance credits in the aggregate amount of $[***] arising out of Mesa’s CDO and CCF performance during 1Q2015 and 2Q2015 (“Outstanding
Credits”). 
 D.      The Parties desire to enter into this Seventeenth Amendment,
among other things, to settle outstanding performance credit disputes, which shall provide Mesa with the opportunity to reduce the amount of Outstanding Credits by: (i) $[***] for agreeing to terms outlined in this Seventeenth Amendment; and (ii)
$[***] by achieving certain CDO and CCF rates during 2Q2016 and 3Q2016, as described in Section 3 hereof. Each Party to this Seventeenth Amendment acknowledges that this is a compromise of disputed claims and neither admits, and each expressly
denies any liability on its part. This Seventeen Amendment is not, and may not be construed as, an admission of liability by either US Airways or Mesa in any future proceeding or action involving credit disputes between US Airways and Mesa. 

E.      The Parties also desire to further amend the Code Share Agreement on the terms specified
below. 
 F.      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 Seventeenth Amendment and the subject matter addressed herein is integral to the entirety of the Code Share Agreement and is not severable
therefrom. 

  

					
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 AGREEMENT: 

NOW, THEREFORE, in consideration of the promises and covenants set forth herein, and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, US Airways and Mesa agree as follows: 
  

	1.	 Flight Services for American Airlines. 



1.1      Mesa acknowledges and agrees that as of October 17, 2015, US
Airways has ceased operating flights under the “US Airways Express” brand and that all flights formerly operating under such brand shall thereafter be operated by AMERICAN AIRLINES, INC. (“American”) as “American
Eagle” branded flights, or such other brand as American may determine in its sole discretion. To the extent necessary to give full force to the terms of the Code Share Agreement, all references to the “US Airways Express” brand shall
be deemed to refer to “American Eagle” or such other brand as American may designate. For the avoidance of doubt, as of October 17, 2015, all Flight Services provided by Mesa will be provided under the “American Eagle”
brand, or such other brand as American may determine, including Flight Services formerly provided under the “US Airways Express” brand and Flight Services formerly provided under the “American Eagle” brand. 

1.2      Mesa further acknowledges and agrees that sometime subsequent to
October 17, 2015, US Airways and American contemplate effecting a merger of the two companies and, upon such merger, US Airways will cease to exist as a separate entity. Mesa agrees that, upon such merger, all references to “US
Airways” in the Code Share Agreement shall thereafter be deemed references to “American.” 
  

	2.	 Aircraft Cabin Interiors Program. 



2.1      Scope of Program. Mesa agrees to implement a program for the
reconditioning, refurbishment, repair and replacement of aircraft cabin interior components for each Aircraft, including, but not limited to, seat cushions, seat covers, armrests, dropdown trays, overhead bins, interior walls, lavatories and
carpeting, as necessary to bring all cabin interiors in conformance with the standards of US Airways and American (the “Cabin Interiors Program”). For the avoidance of doubt, the Cabin Interiors Program shall not include new
seatbelts unless provided at no cost to Mesa by US Airways. 

2.2      Program Schedule. Mesa shall provide to US Airways, within
forty-five (45) days after the Effective Date, a detailed project plan, reasonably acceptable to US Airways, that specifies by Aircraft all milestones (each a “Milestone”) for the Cabin Interiors Program (the “Program
Schedule”), which shall, at a minimum, include and comply with a program completion date of no later than December 31, 2016. Mesa shall implement the Cabin Interiors Program in compliance with the Program Schedule; provided,
however, that, in the event (i) American receives prior written notice directly from a supplier of aircraft interior components to be installed as part of the Cabin Interiors Program (each, a “Supplier”); (ii) such notice
states that, due to no fault of 

  

					
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Mesa, Supplier cannot meet the timeline specified in the Program Schedule; and (iii) such notice further specifies the length of Supplier’s anticipated delay in providing the applicable
aircraft interior components, the deadline(s) for Mesa’s performance under the Program Schedule shall be extended by a reasonable period of time, in light of the extent and nature of such delay; provided, further, that the
deadline for completion of the Cabin Interiors Program shall in no event be extended beyond June 30, 2017. Mesa shall use commercially reasonable efforts to ensure that any such Supplier notices are provided as soon as possible following
Supplier’s determination that the timeline specified in the Program Schedule cannot be met. 

2.3      Program Completion. Aircraft cabin interior components on all
Aircraft inducted into the Cabin Interiors Program shall be reconditioned, refurbished, repaired and replaced to the reasonable satisfaction of American. Mesa shall replace all first class seats, main cabin seats, bulkhead walls, soft partitions,
aisle curtains, galley curtains, placards, carpets and lavatory shrouds on Aircraft that undergo the Cabin Interiors Program with the components specified on Exhibit A hereto. Completion of the Cabin Interiors Program shall be deemed to have
occurred upon receipt of written acknowledgement from American as to the Cabin Interiors Program, including all Milestones, having been performed and concluded to its reasonable satisfaction (“Program Completion”). Mesa acknowledges
and agrees that time is of the essence for completion of each Milestone in the Cabin Interiors Program, and Mesa covenants to provide American with detailed monthly reports on the progress of the Cabin Interiors Program, not later than the fifth (5th) day of each calendar month subsequent to the Effective Date. American shall have thirty (30) days following American’s receipt of written notice of the completion of each Milestone to
document in writing any objections to or concerns regarding the completion of the applicable Milestone. 

3.        Performance Credit Adjustments. As of the Effective Date, the Outstanding Credits
shall be reduced by an amount equal to $[***]. Mesa shall be eligible for an additional reduction to the amount of Outstanding Credits, such amount not to exceed $2,400,000, based on compliance with this Section 3. 

3.1      CDO Adjustments to Outstanding Credits. US Airways shall reduce
Outstanding Credits by an amount equal to $[***] for each calendar month during 2Q2016 and 3Q2016 that Mesa achieves a CDO Rate greater than [***]; provided, however, that for each calendar month during 2Q2016 and 3Q2016 that Mesa
fails to achieve such CDO Rate, such $[***] of Outstanding Credits will become immediately due. 

3.2      CCF Adjustments to Outstanding Credits. US Airways shall reduce
Outstanding Credits by an amount equal to $[***] for each calendar month during 2Q2016 and 3Q2016 that Mesa achieves a CCF Rate greater than [***]; provided, however, that for each calendar month during 2Q2016 and 3Q2016 that Mesa
fails to achieve such CCF Rate, such $[***] of Outstanding Credits will become immediately due. 

  

					
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 3.3      Cumulative of
Quarterly Performance Credits. For the avoidance of doubt, any Outstanding Credits that become due pursuant to Section 3.1 and/or Section 3.2 hereof will be in addition to, and not in lieu of, any other credit amounts US Airways may be
entitled to pursuant to Section 9 of the Tenth Amendment, as amended by Section 10 of the Sixteenth Amendment, for Mesa’s CDO and CCF performance. 

4.        Supportability Guaranty. 

4.1      Supportability Credit. Effective as of the first full calendar
month following the Effective Date, Mesa shall provide US Airways with a financial credit (“Supportability Credit”) for any calendar month in which Capacity is less than Minimum Block Hour Utilization, based on the following
formula: 
 [***] 

Schedule 1 to Exhibit B illustrates the computation of the Supportability Credit based on actual numbers derived from October 2015.

 4.2      Initial Crew Max. Not later than one hundred sixty
(160) calendar days prior to each month during which Mesa is obligated to provide Flight Services, Mesa shall provide AAG Network Planning (as defined herein) 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. 

4.3      Initial Hangar Plan. Not later than one hundred fifty
(150) calendar days prior to each month during which Mesa is obligated to provide Flight Services, Mesa shall provide AAG Network Planning with “Initial Hangar Plan” information, which shall include all scheduled heavy maintenance
during such month. 
 4.4      Final Crew Max. Not later than one
hundred ten (110) calendar days prior to each month during which Mesa is obligated to provide Flight Services, Mesa shall provide AAG Network Planning with “Final Crew Max” information, meaning a final estimate of schedulable hours
available during such month for each of Mesa’s captains, first officers and flight attendants. 

4.5      Final Hangar Plan. Not later than one hundred ten
(110) calendar days prior to each month during which Mesa is obligated to provide Flight Services, Mesa shall provide AAG Network Planning with “Final Hangar Plan” information, which shall include all scheduled heavy maintenance
during such month. 
 4.6      Notices to AAG Network Planning. All
information provided to AAG Network Planning pursuant to Sections 4.2, 4.3, 4.4 and 4.5 hereof shall be provided in electronic format and submitted (i) to both the Managing Director Scheduling and Ops Coordination and the American schedule
comments email address or (ii) to such other addressee as American may designate (“AAG Network Planning”). 

4.7      Minimum Crew Allocation. For any month in which Capacity is less
than Minimum Block Hour Utilization, Mesa shall (i) allocate its captains, first officers and 

  

					
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flight attendants to the Code Share Agreement in a manner no less favorable to American than Mesa allocates its captains, first officers and flight attendants to any other aircraft operated by
Mesa and not covered by the Code Share Agreement, including those operated by or on behalf of other air carriers operating similar equipment; (ii) provide American with written calculations that demonstrate, for the applicable month, a pro rata
or greater reduction in Mesa’s allocation of captains, first officers and flight attendants to all aircraft operated by Mesa and not covered by the Code Share Agreement, including all aircraft operated by or on behalf of other air carriers,
whether operating similar equipment or not; (iii) provide American, upon request, with any and all other information that American may deem necessary or desirable (including detailed reports on all initial, transition, upgrade, and differences
training of pilots conducted by or on behalf of Mesa for all types of aircraft, covering the month in question and the six (6) months immediately prior to the first day of the month in question) to confirm that Mesa has taken all reasonable
steps to cause the allocation described in Section 4.7(i) of this Seventeenth Amendment to be no less favorable to American than to any other air carrier, whether operating similar equipment or not. 

5.        Reconciliation of Credits. 

5.1      Outstanding Credits Tolled. The reconciliation of Outstanding
Credits shall be tolled until the earlier to occur of (i) Program Completion and (ii) such earlier time as amounts constituting Outstanding Credits may become due under this Seventeenth Amendment. 

5.2      Setoff as Credits Become Due. As Outstanding Credits
and/or Supportability Credits become due pursuant to Sections 3.1, 3.2 and 4.1 hereof, US Airways shall have the option to immediately apply such amounts as an offset against any amounts otherwise payable by US Airways to Mesa. 

6.        Amendment to Delay Codes and Cancellation Codes. 

6.1      Controllable Delay Codes. Exhibit D to the Tenth Amendment is
hereby amended by adding the following Controllable Delay Codes to Section A, thereof: 
  

					
	 Crew
	  	 Boarding Held/Interrupted
	  	 FA6

	 Crew
	  	 Flight Attendant Gate Checked Bags
	  	 FA7                

	 Crew        
	  	 Re-Seating Passengers
	  	 FA8

	 Crew
	  	 Crew Swap/Crew Recovery
	  	 FC5

	 Crew
	  	 In Terminate/Out Originate
	  	 FC6

	 Crew
	  	 Unscheduled Crew Rest
	  	 FC7


 6.2      Controllable Cancellation Codes.
Exhibit D to the Tenth Amendment is hereby further amended by adding the following Controllable Cancellation Code to Section B, thereof: 
  

					
	Crew        	  	 Pilot Legality
	  	 XCL                



  

					
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 6.3      Adjustments to
Performance Thresholds. Mesa acknowledges and agrees that US Airways has demonstrated to Mesa that the changes to Exhibit D to the Tenth Amendment set forth in this Section 6 will not adversely affect Mesa and, accordingly, that no
amendment to any Service Levels or Incentive Levels is necessary in connection therewith. 

6.4      Modification of Delay Codes. Section 9(a)(ii) of the Tenth
Amendment is hereby amended by deleting subsections (A), (B) and (B)[sic] of Section 9(a)(ii) and replacing them with the following text: 

“(A)      Codes are changed on a system-wide basis for American and all
other American Eagle carriers; 
 (B)      US Airways demonstrates to Mesa
that any changes to the codes set forth in Exhibit D will have no adverse impact on Mesa. For avoidance of doubt, and by way of example, if a new code is added to the controllable delay list, US Airways will calculate the decrease to Mesa’s
performance during the period used for setting the Service Levels and Incentive Level in this Tenth Amendment, and the corresponding Service Levels and Incentive Level will be reduced by that exact percentage; and 

(C)      The parties hereto agree to enter into an amendment to the Code Share
Agreement to reflect the changes to the delay codes and corresponding Service Levels and Incentive Level. 

(D)      Notwithstanding subparts (B) and (C) of this
Section 9(a)(ii), US Airways may, in its sole discretion, divide any Controllable Delay Code or Controllable Cancellation Code listed on Exhibit D into multiple Controllable Delay Codes or Controllable Cancellation Codes, respectively,
or consolidate multiple Controllable Delay Codes or Controllable Cancellation Codes into a single Controllable Delay Code or Controllable Cancellation Code, respectively, immediately upon notice to Mesa.” 

7.        Quality of Service and Aircraft Condition. 

7.1      Conflict: Interpretation. Section 13 to the Sixteenth
Amendment, Exhibit D to the Sixteenth Amendment and Exhibit F to the Sixteenth Amendment are superseded in their entirety by this Section 7. In the event of a conflict between the provisions of (i) this Section 7 and/or Exhibit
C or Exhibit D hereto and (ii) the provisions of the Code Share Agreement, the provisions of this Section 7 and/or Exhibit C or Exhibit D shall govern as to their subject matter; provided, however,
that all standards specified in and/or pursuant to this Section 7 and/or Exhibit C or Exhibit D shall be deemed cumulative of, and not in conflict with, any standards specified elsewhere in the Code Share Agreement. 

  

					
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 7.2      Procedures and
Performance Standards. At all times, Mesa shall provide Flight Services to US Airways or American, as applicable, in accordance with procedures and performance standards approved by US Airways from time to time in its sole discretion and
provided in writing to Mesa, including but not limited to those certain Standards of Service set forth in Exhibit C hereto (“Service Standards”). The Service Standards may be amended or changed by US Airways from time to time
upon thirty (30) days‘ prior notice to Mesa; provided that sixty (60) days’ notice shall be given by US Airways to the extent any such amendment or change may reasonably be expected to result in new or additional training.
If Service Standards are materially changed or altered and such changes or alterations materially increase Mesa’s costs (i.e., an amount of more than [***] ($[***]) per year), US Airways shall reimburse Mesa for the actual incremental costs
associated therewith, to the extent such costs exceed [***] ($[***]) per year and subject to Mesa providing sufficient documentation for such costs reasonably acceptable to US Airways. Mesa shall be responsible for all crew and other employee
conduct, appearance and training policies (as set forth on Exhibit D), aircraft cleaning (including the timing thereof), standards and adequate staffing levels in order to comply with such procedures and meet such standards, including without
limitation in respect of customer complaint response and any handling of irregular operations, all of which shall be handled in a professional, businesslike and courteous manner. 

7.3      In-Flight Services. Mesa
shall comply with the catering requirements set forth on Exhibit C hereto. Mesa shall also coordinate all in-flight services relating to the Flight Services with the
in-flight services department of US Airways or any person designated by US Airways to ensure consistency and quality of Mesa’s in-flight service, including non-safety related functions such as in-flight marketing announcements, meal and beverage presentation and delivery, and provisioning and usage of passenger amenity kits. Mesa
shall sell beer, wine, liquor and any other alcoholic beverages on Flights. Mesa agrees that such in-flight sales shall be conducted as directed by US Airways or American, as applicable, from time to time.
Mesa shall implement any suggestions made by US Airways’ or American’s in-flight services department, as applicable. All revenues collected by Mesa for such
in-flight services on the Aircraft shall be promptly remitted or provided to US Airways. Mesa must provide notice to US Airways of any threatened catering-related fines or penalties that could result in a
liability to US Airways or American within ten (10) days of receipt of such notification and allow for the involvement of US Airways or American, as applicable, in the resolution process of such issue so that the parties can work to minimize
any fines to US Airways or American, as applicable. 
 7.4      Mesa’s
Representative Uniforms. Mesa shall require all of its respective personnel and any of its respective agents providing Flight Services in job classifications requiring direct public contact to wear uniforms and accessories furnished by Mesa that
are of colors and styles approved by US Airways from time to time. Mesa shall not alter or change such uniforms and accessories without the prior written consent of US Airways. If, after the date hereof, US Airways determines, in its sole
discretion, that such uniforms and accessories should be materially altered or changed, then US Airways shall provide Mesa with notice of such alterations or changes. In the event that US Airways 

  

					
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decides to implement such alterations or changes, Mesa shall implement such alterations or changes at US Airways’ cost for Mesa’s then current employees. 

7.5      No Reimbursement of Fines. US Airways and American shall not be
required to incur any cost or make any payment to the extent such cost or payment is attributable to any costs, expenses or losses (including fines, penalties and any costs and expenses associated with any related investigation or defense) incurred
by Mesa as a result of any violation by Mesa of any law, statute, judgment, decree, order, rule or regulation of any governmental authority. US Airways shall be liable for all costs, expenses and losses (including fines, penalties and any costs and
expenses associated with any related investigation or defense) incurred by Mesa as a result of any violation by US Airways, American or their respective agents, or by Mesa to the extent performed at the direction of US Airways or American, of any
law, statute, judgment, decree, order, rule or regulation of any governmental authority. Mesa must provide notice to US Airways of any notification that could result in a liability to US Airways or American within ten (10) days of receipt of
such notification and allow for the involvement of US Airways or American, as applicable, in the resolution process of such issue so that the parties can work to minimize any fines to US Airways or American, as applicable. 

7.6      Right to Audit Service and Aircraft Condition. US Airways has
the right, in its sole discretion, to audit Mesa’s service (each such audit a “Service Audit”) and aircraft condition (each such audit an “Aircraft Condition Audit”) to ensure it meets the Service Standards and
Aircraft Condition Audit standards and actions as required above and in Exhibit C or other Service Audit and/or Aircraft Condition Audit standards that may be developed by US Airways or American from time to time. US Airways will review the
Service Audit and Aircraft Condition Audit program for a period to be determined in its discretion in order to determine the appropriate pass and fail rates for such audits. An Inflight Service sample survey is described in Schedule 1 to Exhibit
C, and an Aircraft Condition sample survey is described in Schedule 2 to Exhibit C, provided that such samples can be changed at any time in US Airways’ sole discretion. If Aircraft Condition Audit standards are materially changed or
altered and such changes or alterations materially increase Mesa’s costs (i.e., an amount of more than [***] ($[***]) per year), US Airways shall reimburse Mesa for the actual incremental costs associated therewith, to the extent such costs
exceed [***] ($[***]) per year and subject to Mesa providing sufficient documentation for such cost reasonably acceptable to US Airways. If an Aircraft fails (i) a Service Audit, Mesa shall pay $*** per failed audit, and (ii) an Aircraft
Condition Audit and such failure continues for seven (7) calendar days after Mesa’s receipt of written notice from US Airways, Mesa shall pay $[***] per day for so long as any failure noted in the Aircraft Condition Audit continues;
provided, however, that such remedies as provided under (i) and (ii) above shall not become effective until six (6) months after Mesa has received written notice from US Airways that the audit program as described in this Section 7.6
has been implemented, and provided further that during such six (6)-month period the Parties shall meet and confer in good faith as to review initial findings and determine the appropriate pass and fail levels for each audit, subject to US Airways
setting such pass and fail levels in the event that the Parties are unable to agree on appropriate pass and fail levels. 

  

					
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 8.        Safety. 

8.1      Conflict. Sections 2.7 and 14.3 of the Code Share Agreement are
superseded in their entirety by this Section 8. 
 8.2      Certain
Definitions. 
 “Accident” means an “Aircraft Accident” as defined by the NTSB Regulations,
including 49 C.F.R. §830.2 or any successor provision. 
 “Governmental Authority” means any federal,
state, municipal, local, territorial, or foreign government or any governmental department, commission, court, judicial body, instrumentality, board, bureau, agency, registry, regulatory authority or body or airport authority (including private
airport authorities or any similar authority or governing board in any domestic or foreign jurisdiction, or any private or quasi-governmental entity, governing board or other Person with authority to lease, convey or otherwise grant or restrict
rights to use or operate any airport facilities). 
 “NTSB” means the National Transportation Safety
Board. 
 “Incident” means an incident as defined by the Regulations adopted by the NTSB pursuant to 49
C.F.R. §830.2 or any successor provision. 
 8.3      Incidents or
Accidents. Mesa shall promptly notify American’s System Operations Control/Flight Dispatch Office of any Accident, Incident or irregularity that could reasonably be expected to result in a complaint or claim by passengers or an
investigation by a Governmental Authority involving any Aircraft occurring during Mesa’s provision of Flight Services, including those that result in any injury or death to persons or damage to property. To the extent Mesa is involved in any
such Accident, Incident or irregularity, it shall furnish in writing to American a detailed account of such Accident, Incident or irregularity and shall cooperate with American at Mesa’s sole cost and expense in any internal or external
investigation. Unless otherwise consented to by American, Mesa shall provide American with security level notification of all levels with respect to Mesa’s Accident or Incident reporting system, any other systems that provide information
regarding Accidents or Incidents, and all reports prepared or derived from such systems. Mesa shall promptly reimburse American for any of its out-of-pocket costs and
expenses actually incurred by it directly related to American maintaining necessary communication with any such Mesa system or, at American’s election, US Airways may set-off against any future payments
owed by US Airways under the Code Share Agreement. Mesa shall maintain an emergency response plan, at a minimum, in accordance with the provisions of the Aviation Disaster Family Assistance Act of 1996 and any amendments or regulations relating
thereto. Mesa shall promptly reimburse American in writing of any material modifications to such plan. American shall manage the customer response efforts on behalf of Mesa in the case of an Accident or Incident involving Flight Services or the
Aircraft, including responding to an Accident or Incident and providing necessary assistance and services to the family members of passengers and 

  

					
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Mesa shall fully cooperate in such efforts at its sole cost and expense. Mesa shall further comply with the Emergency Assistance Services Agreement between Mesa and US Airways. 

8.4      Accident Reports. Mesa shall promptly furnish to American a copy
of every written report and plan that Mesa prepares, whether such report is filed with the FAA, NTSB or any other Governmental Authority, relating to any Accident or Incident involving any Aircraft or Flight Services when such Accident or Incident
is claimed to have resulted in the death or injury to any person or the loss of, damage to or destruction of any property. Mesa shall also provide prompt notice to American of all irregularities involving any flights included in the Schedule
(including, without limitation, irregularities that result in any injury to or death of persons or material damage to property) as soon as such information is available and shall furnish to American, in writing, detail regarding such irregularity.

 8.5      International Air Transport Association Operational Safety
Audit. Mesa shall be compliant with the safety standards set forth by the International Air Transport Association Operational Safety Audit, and upon notice from American from time to time, Mesa agrees to provide American with evidence in a form
reasonably satisfactory to American of such compliance. 

8.6      Emergency Assistance Agreement. The foregoing provisions of this
Section 8 shall in no way be deemed to limit, restrict or amend any of the obligations of Mesa pursuant to the Emergency Assistance Services Agreement between Mesa and US Airways. 

9.        Pilot Engagement. [***] 

10.        CAT II Compliance Settlement. Section 13 of the Thirteenth Amendment is hereby
amended by inserting the following text immediately before Section 14 of the Thirteenth Amendment: 
 “In the
event Mesa becomes CAT II compliant on or before July 1, 2016, US Airways agrees to fully and finally release, acquit, and forever discharge Mesa for any and all amounts arising from Mesa’s CAT II
non-compliance occurring prior to the date Mesa first obtains CAT II compliance. Upon obtaining CAT II compliance, Mesa shall remain CAT II compliant for the remainder of the Term of the Code Share Agreement,
and US Airways shall be entitled to a credit in an amount equal to $[***] per month, for each month of CAT II non-compliance; US Airways may offset such credits against any amounts otherwise payable by US
Airways to Mesa.” 
 11.        Notice. Section 15.1 of the Code Share Agreement is
hereby amended by inserting the following text immediately before Section 15.2 of the Code Share Agreement: 

“Except where this Agreement specifically provides for a different form of notification, all notices, consents, approvals
and other instruments required or permitted to be given to American under this Agreement shall be provided to 

  

					
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American at the address specified below or such other address as American may designate by written notice to Mesa 

American Airlines, Inc. 

4333 Amon Carter Blvd. 

Mail Drop 5675 
 Ft. Worth, TX
76155 
 Attn: Corporate Secretary 

Facsimile No.: (817) 967-2937 

Telephone No.: (817) 963-3598 

kenneth.wimberly@aa.com 

12.        Miscellaneous. 

12.1      Except as set forth in this Seventeenth Amendment, all of the terms
and conditions of the Code Share Agreement shall remain in full force and effect and be applicable to this Seventeenth Amendment. 

12.2      This Seventeenth Amendment may be executed in counterparts, all of
which when taken together shall be one and the same document. 

12.3      This Seventeenth Amendment, including the Exhibits attached hereto,
constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. 

12.4      The definitions contained in this Seventeenth Amendment are applicable
to the other grammatical forms of such terms. 
 12.5      Notwithstanding
anything herein to the contrary, Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 of this Seventeenth Amendment shall survive the expiration or termination of this Seventeenth Amendment. 

[Signatures Follow] 

  

					
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 IN WITNESS WHEREOF, the Parties have duly executed this Seventeenth
Amendment to be effective as of the Effective Date. 
  

							
	 MESA AIRLINES, INC.

 

By:.                  
                                         
    
  

Name:.                  
                                        

 

Title:.                  
                                         
 
  

Date:.                  
                                         
 
	 		  	 US AIRWAYS, INC.

 

By:.                  
                                         

  

Name:.                  
                                    

 

Title:.                  
                                      

 

Date:.                  
                                      
	  	

 Signature Page to Seventeenth Amendment 

  













 EXHIBIT A 

Cabin Interior Program Components 
  

							
	Area	  	Manufacturer  	  	Part Number(s)	  	Additional Description
	First Class Seats	  	Muirhead / E-Leather	  	DF490 / SL3ULAAGREY045 Varies**	  	 N/A

Leather Wraps for First Class Armcaps

	Main Cabin Seats	  	Muirhead / E-Leather	  	 DF482 / SL3ULAABLUE045 DF490

DF538 / SL3UAARED045 Varies**
	  	Back & Bottom Cushion Headrest & Horse Collar Red Stripe Hard Surfaces of Main Cabin
Armcaps
	Bulkhead Walls	  	Isovolta / Schneller	  	70F1S-8245NF3-NOS / TBD	  	N/A
	Soft Partition	  	Botany	  	119BWJ4108AW118	  	N/A
	Aisle Curtain	  	Lantal	  	
BDR8603-74
 2575-72
	  	 Mesh

Trim

	Galley Curtain	  	Botany	  	119BWJ4108AW118	  	N/A
	Placards	  	Various	  	TBD*	  	N/A
	Carpet	  	Neotex / Anker	  	 	  	 Neotex Carpet

Neotex Thread
 Anker

	Lavatory Shrouds	  	TBD*	  	TBD*	  	Injection-molded with color matching existing shrouds, throughout the depth of the material

   * To be mutually agreed upon by the Parties. 

  ** Part numbers will correspond to the applicable seat covers. 

  
 A-1 













 EXHIBIT B 

Supportability Credit 

Fixed Costs Subject to Supportability Guaranty 
  

							
	Category	  	Unit	  	Rate	  	Notes
	Ownership (Original 38 A/C)	  	A/C/MONTH	  	[***]	  	 Ownership ($[***]) less
Guaranteed Non-Maintenance Cost Reduction ($[***])

	Ownership (Thirteenth, Fourteenth and Sixteenth Amendment A/C)	  	A/C/MONTH	  	[***]	  	 Ownership ($[***]) less
Guaranteed Non-Maintenance Cost Reduction ($[***])

	Ownership (Twelfth Amendment A/C)	  	A/C/MONTH	  	[***]	  	 Ownership ($[***]) less
Guaranteed Non-Maintenance Cost Reduction ($[***])

	Overhead	  	A/C/MONTH	  	[***]	  	 
	Crew RON	  	A/C/MONTH	  	[***]	  	 
	Maintenance Cost Per A/C	  	A/C/MONTH	  	[***]	  	 

 Minimum Average Aircraft Block Hours Per Day 

 

			
	
Month
	  	Minimum
	
January
	  	***
	
February
	  	***
	
March
	  	***
	
April
	  	***
	
May
	  	***
	
June
	  	***
	
July
	  	***
	
August
	  	***
	
September
	  	***
	
October
	  	***
	
November
	  	***
	
December
	  	***


  

					
		  	B-1	  	














 SCHEDULE 1 TO EXHIBIT B 

Illustration of Supportability Credit Calculation 

The following illustrates the Supportability Credit calculation based on actual numbers derived from October 2015. 

*** 

  

					
		  	B-2	  	














 EXHIBIT C 

STANDARDS OF SERVICE 
 These
“Standards of Service” are meant to provide an overview for Mesa of the service expectations established by US Airways and American for in-flight services on Flights. The Standards of Service
outlined herein are not all-inclusive and may be changed from time to time by US Airways in its sole discretion. 

I. In-Flight Service Product and Delivery. Mesa shall achieve at least the comparable
quality of airline service as provided by US Airways and American, as applicable. Mesa shall coordinate with US Airways’ in-flight services department, or any similar department of any affiliate of US
Airways as designated by US Airways, to ensure consistency and quality of Mesa’s in-flight service product, including non-safety related functions such as in-flight marketing announcements, meal and beverage presentation and delivery and provisioning and usage of passenger amenity kits. Mesa shall implement suggestions made by US Airways’ or its affiliate’s in-flight services department. Mesa shall coordinate with US Airways to ensure consistency with US Airways’ and American’s product delivery, including US Airways or American-logo, as applicable, napkins,
stir rods and cups. Wherever possible, snack and beverage items should be consistent with the products served by US Airways and American, as applicable. Each Aircraft shall be supplied by US Airways or American, as applicable, with an adequate
supply of US Airways’ or American’s, as applicable, in-flight publications. Mesa must place these in-flight publications in the designated seat pocket of each
seat. Unless otherwise consented to by US Airways or American, as applicable, US Airways’ or American’s in-flight publications are the only magazines authorized in such seat pockets. 

II. Uniforms. Mesa’s flight attendants on Flights shall wear uniforms as required under Section 7.4 of the Seventeenth
Amendment. Mesa’s employees in such uniforms, whether on or off duty, are not permitted to drink intoxicating beverages, give the appearance of being intoxicated or visit any establishment whose primary purpose is to dispense liquor (including
bars, saloons, cocktail lounges and liquor stores). As used herein, “uniform” refers to any uniform apparel bearing the US Airways or American brand or insignia, or which can be in any way identified with US Airways or American or one of
their affiliates. Because the actions and appearance of employees influence, to a considerable extent, the public’s opinion of the US Airways and American brands, uniformed employees must be mindful of this and conduct themselves accordingly.

 III. In-Flight Announcements. While Mesa shall provide basic announcements, US
Airways may request that Mesa make promotional announcements on behalf of US Airways and/or American from time to time and Mesa shall honor and execute any such request. In all on-board announcements on
Flights, only the names “US Airways”, “US Airways Express”, “American Airlines” or “American Eagle” may be included and Mesa’s names shall not be included unless otherwise consented to by US Airways. 

IV. Catering. US Airways or American, as applicable, shall provide, or arrange for another person to provide, all catering
products and catering services for Flights, and, as directed by US Airways or American, Mesa shall serve the catering products on all such flights in accordance 

  

					
		  	C-1	  	














 
with procedures and standards approved by US Airways or American, as applicable, in their sole discretion. 

V. Failure to Meet Standards of Service. In the event that Mesa fails to meet the Standards of Service as set forth in this
Exhibit C, in addition to the remedies provided in Section 7.6 of the Seventeenth Amendment for a Service Audit failure, US Airways may give notice to Mesa of such failure and the Parties’ representatives shall meet within fifteen
(15) days to discuss such failure in good faith. At such meeting, Mesa shall submit to US Airways a corrective action plan that Mesa reasonably believes will cure such failure to meet the Standards of Service within thirty (30) days of
said meeting and provide adequate assurance to US Airways that such Standards of Service will be complied with for the foreseeable future. 

  

					
		  	C-2	  	














 SCHEDULE 1 TO EXHIBIT C 

STANDARDS OF SERVICE AUDIT 
  

			
	 FA Name
	  	
Flight Number

	 FA Employee #
	  	
Date

	 FA Base
	  	
City Pair

	 FA Position
	  	
Observing


  

							
		 	
Reason Codes - Requirement Not Met
	  	
		 	  A  	  	
Unaware of the policy/procedure
	  	
		 	B	  	
Chose not to follow procedure
	  	
		 	C	  	
Irregular events/special circumstances
	  	

 A score of [***]% or above shall mean “pass”. 

 

									
	 Compliance Items
	  	Requirement  Met	  	Requirement  Not Met	  	Not Observed 	  	Not Applicable 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 Comments:

 
	  	 	  	 	  	 	  	 
	 Preflight
	  	Requirement  Met	  	Requirement  Not Met	  	Not Observed 	  	Not Applicable 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	
Comments:

 

	 Boarding
	  	Requirement  Met	  	Requirement  Not Met	  	Not Observed 	  	Not Applicable 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	
Comments:

 



  

					
		  	C-3	  	















									
	
Pre-Take Off
	  	Requirement   Met	  	Requirement   Not Met	  	Not Observed  	  	Not Applicable
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	
Comments:

 

	 Inflight
	  	Requirement   Met	  	Requirement   Not Met	  	Not Observed  	  	Not Applicable
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	
Comments:

 

	 Arrival
	  	Requirement   Met	  	Requirement   Not Met	  	Not Observed  	  	Not Applicable
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	
Comments:

 

	 Customer Service Experience
	  	Requirement   Met	  	Requirement   Not Met	  	Not Observed  	  	Not Applicable
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 


  

					
		  	C-4	  	















									
	
Comments:

 

	 Domestic First Class
	  	Requirement   Met	  	Requirement   Not Met	  	Not Observed  	  	Not Applicable
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	 [***]
	  	 	  	 	  	 	  	 
	
Comments:

 

	 Focus Items
	  	Requirement Met
	 Follow tarmac delay
procedures
	  	 
	
Comments:

 


  

	
	     Comments / Follow-up action
items:

	  

	  



  

					
		  	C-5	  	














 SCHEDULE 2 TO EXHIBIT C 

 

									
	 



    Cabin Condition Audit 

	 	 	 	 
	
Date:
	  	 	  	Audit Analyst:	  	 
	 	 	 	 
	
Station:
	  	 	  	Audit Analyst:	  	 
	 	 	 	 
	
Carrier:  
	  	 	  	Time On/Off:	  	 
	 	 	 	 
	
Flight:
	  	 	  	Tail Number:	  	 
	 	 	 	 
	 	  	 	  	 	  	 
	 	  	 	  	Number of Findings	  	 
	 TWO-CLASS
CABIN
	  	0	  	
Fewer than 53 is pass
 (53
or more is fail)

	 SINGLE-CLASS CABIN
	  	0	  	
Fewer than 34 is pass
 (34
or more is fail)

	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	
Finding location/Observations

	 A1
	  	 [***]
	  	Pass	  	0	  	 
	 A2
	  	 [***]
	  	Pass	  	0	  	 
	 A3
	  	 [***]
	  	Pass	  	0	  	 
	 	  	 [***]
	  	 	  	 	  	 
	 B1
	  	 [***]
	  	Pass	  	0	  	 
	 B2
	  	 [***]
	  	Pass	  	0	  	 
	 B3
	  	 [***]
	  	Pass	  	0	  	 
	 B4
	  	 [***]
	  	Pass	  	0	  	 
	 B5
	  	 [***]
	  	Pass	  	0	  	 
	 B6
	  	 [***]
	  	Pass	  	0	  	 
	 B7
	  	 [***]
	  	Pass	  	0	  	 
	 	  	 [***]
	  	 	  	 
	 C1
	  	 [***]
	  	0	  	 	  	 
	 	  	 [***]
	  	0	  	 	  	 
	 C2
	  	 [***]
	  	0	  	 	  	 
	 	  	 [***]
	  	0	  	 	  	 
	 C3
	  	 [***]
	  	0	  	 	  	 
	 C4
	  	 [***]
	  	0	  	 	  	 
	 	  	 [***]
	  	0	  	 	  	 
	 C5
	  	 [***]
	  	0	  	 	  	 
	 C6
	  	 [***]
	  	0	  	 	  	 
	 	  	 [***]
	  	0	  	 	  	 
	 	  	 [***]
	  	 	  	 	  	 


  

					
		  	C-6	  	















									
	 D1
	  	 [***]
	  	Pass	  	0	  	 
	 D2
	  	 [***]
	  	Pass	  	0	  	 
	 D3
	  	 [***]
	  	Pass	  	0	  	 
	 D4
	  	 [***]
	  	Pass	  	0	  	 
	 D5
	  	 [***]
	  	Pass	  	0	  	 
	 D6
	  	 [***]
	  	Pass	  	0	  	 
	 	  	 [***]
	  	 	  	 	  	 
	 E1
	  	 [***]
	  	0	  	 	  	 
	 E2
	  	 [***]
	  	0	  	 	  	 
	 E3
	  	 [***]
	  	0	  	 	  	 
	 E4
	  	 [***]
	  	0	  	 	  	 
	 E5
	  	 [***]
	  	0	  	 	  	 
	 E6
	  	 [***]
	  	0	  	 	  	 
	 E7
	  	 [***]
	  	0	  	 	  	 
	 E8
	  	 [***]
	  	0	  	 	  	 
	 E8
	  	 [***]
	  	0	  	 	  	 
	 	  	 [***]
	  	0	  	 	  	 
	 	  	 [***]
	  	 	  	 	  	 
	 F1
	  	 [***]
	  	 	  	0	  	 
	 F2
	  	 [***]
	  	 	  	0	  	 
	 	  	 [***]
	  	 	  	0	  	 
	 F3
	  	 [***]
	  	 	  	0	  	 
	 F4
	  	 [***]
	  	 	  	0	  	 
	 F5
	  	 [***]
	  	 	  	0	  	 
	 F6
	  	 [***]
	  	 	  	0	  	 


  

					
		  	C-7	  	














 EXHIBIT D 

TRAINING 
 I. Customer
Service. Mesa agrees that it shall train or cause to be trained to proficiency, all customer service employees of Mesa that may be associated with providing Flight Services. Mesa agrees to participate in any and all special training or other
programs that US Airways or American provides for its customer service employees. Mesa may elect to accomplish such training through the use of a “Train the Trainer” concept. Mesa’s flight attendants providing Flight Services shall be
trained by Mesa, at Mesa’s sole cost and expense, on meal and beverage service procedures for Flights, including liquor and duty-free sales and cash handling, and will collect all on-board revenue for
liquor and duty-free sales on Flights. 

  

					
		  	D-1