EX-10.11.19





 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 

REVENUE SHARING AGREEMENT 

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: Kenji Hashimoto

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 RON	  		  	[***]	  	[***]	  	[***]	  	[***]
	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 TASK
	MT5	  	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