Code Share And Revenue Sharing Agreement

CODE SHARE AND REVENUE SHARING AGREEMENT


This CODE SHARE AND REVENUE SHARING AGREEMENT (the "Agreement") is made and entered into to be effective as of July 15, 1998 (the "Effective Date"), by and between AMERICA WEST AIRLINES, INC., a Delaware corporation ("AWA"), and MESA AIRLINES, INC., a Nevada corporation ("Mesa").


R E C I T A L S
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A. AWA holds a certificate of public convenience and necessity issued by the Department of Transportation ("DOT") authorizing AWA to engage in the interstate and oversees air transportation of persons, property and mail between all points in the United States, its territories and possessions.


B. Mesa holds a certificate of public convenience and necessity issued by the DOT authorizing Mesa to engage in the interstate transportation of persons, property and mail in the United States, its territories and possessions.


C. AWA owns various trades marks, services marks and logos, including "America West Airlines," "America West Express," and distinctive exterior color decor and patterns on its aircraft, hereinafter referred to individually and collectively as the "AWA Service Marks".


D. AWA and Mesa desire to provide scheduled air transportation services as America West Express and to share in the revenue and costs of such services as provided in this Agreement.


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 Mesa agree as set forth below.


A G R E E M E N T
-----------------


1. Rights, Responsibilities and Obligations of Mesa:


1.1 Flight Service. During the term of this Agreement, Mesa shall
operate America West Express air transportation services (the
"Flight Services"), using the fleet of aircraft as set forth
in Section 1.2, to and from the cities and based upon the
schedule [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] (the "Schedule")
in written notice to Mesa (a "Schedule Notice"). For purposes
of this Agreement, "Flights" means flights operated pursuant
to the Schedule. [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE


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COMMISSION] When creating a Schedule, AWA shall: (i) take into
account Mesa's aircraft maintenance requirements; (ii) create
a Schedule which will permit Mesa to schedule flight crews in
a manner consistent with industry operational practices; (iii)
schedule block times based on AWA's internal block time
policy; (iv) provide for a reasonable time on the ground for
Aircraft between arrivals and departures; (v) take into
account airport facilities available for Aircraft handling;
and (vi) provide for scheduled heavy maintenance on Aircraft
as required from time to time. Mesa shall implement all
changes in the Schedule contained in a Schedule Notice in
accordance with AWA's scheduling requirements but in no event
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] after receipt of a
Schedule Notice. Mesa or any of its affiliates shall not
provide any flight service for any other airline for flights
that originate in or end in Phoenix, Arizona, except that Mesa
may provide such flight service for itself on all essential
air service ("EAS") routes that AWA removes from the Schedule.


Mesa acknowledges that AWA may Schedule Flights using CRJs in
and out of the Columbus, Ohio airport. If such Flights are
Scheduled, Mesa and AWA, in good faith based on prevailing
market costs and expenses, shall adjust the Guaranteed Costs
payable pursuant to Paragraph 6.2 to take into consideration
the increased cost of operating such Flights in such location.
If the Guaranteed Costs are adjusted, then AWA and Mesa shall
execute and attach an addendum to this Agreement supplementing
the Guaranteed Costs Schedule.


1.2 Fleet.


1.2.1 Initial Fleet. Commencing on the Commencement Date
(as defined in Paragraph 7, below), Mesa shall
provide the Flight Services using the following
aircraft (collectively, the "Fleet"; with respect to
any one aircraft type, the "Subfleet"; and
individually, the "Aircraft"):


Number Aircraft Type ("Subfleet")
------ -------------------------

[CONFIDENTIAL PORTION deHavilland DHC-8-200 ("Dash 8")
DELETED AND FILED
SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]


[CONFIDENTIAL PORTION Hawker-Beech 1900 ("Beech 1900")
DELETED AND FILED
SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]


2


3


[CONFIDENTIAL PORTION Canadair Regional Jet-50 ("CRJ")
DELETED AND FILED
SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]


1.2.2 CRJ Fleet Expansion. Mesa is currently obligated to
acquire 16 additional CRJs at a rate of one CRJ per
calendar month commencing in September 1998 and
ending in December 1999 (the "Committed
Acquisitions") and holds options to acquire 16
additional CRJs commencing in June 2000 (the "CRJ
Options").


(a) In each of September, October, November and
December 1998, January, February and March 1999 and a
calendar month during the period of April-December,
1999 as mutually agreed to, in writing, between AWA
and Mesa on or before [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] (the "CRJ Decision Date"), Mesa shall
acquire [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] new CRJ from the Committed Acquisitions
and shall increase the Subfleet of CRJs by
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] new CRJ
(thereby increasing the Subfleet of CRJs to
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] CRJs).
If AWA and Mesa are unable to agree on the month for
the final CRJ delivery required by this Paragraph
1.2.2 timely, then the delivery month proposed by AWA
shall govern.


(b) AWA has the options to expand the CRJ Subfleet by
up to [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] additional CRJs from the Committed
Acquisitions in each of [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] calendar months between April and
December 1999 as mutually agreed to between AWA and
Mesa, in writing, by the CRJ Decision Date (the
"Option Agreement"). If AWA and Mesa are unable to
agree on the [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] delivery months for the options timely,
then the delivery months proposed by AWA shall
govern. On or before the first day of each fourth
calendar month prior to each of the months set forth
in the Option Agreement


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(each a "First Exercise Date"), AWA, by written
notice to Mesa, shall have the option to require Mesa
to increase the CRJ Subfleet by the addition of
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] new CRJ
(the "First CRJ Expansion Options"). Each of the
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] First
CRJ Expansion Options are separate and individual
options and may be exercised or not exercised on a
separate and individual basis.


(c) AWA shall have the options to expand the CRJ
Subfleet by [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] additional CRJs from the CRJ Options. On
or before the dates Mesa is required to give notice
to the Aircraft manufacturer in order to exercise
each of the CRJ Options (each, a "Second Option
Date"), AWA, by written notice to Mesa, shall have
the option to require Mesa to acquire all the CRJ
Aircraft that are the subject of the CRJ Option and
increase the CRJ Subfleet by the addition of such new
CRJ Aircraft, but not to exceed [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] Aircraft, at the times provided
in such CRJ Option (the "Second CRJ Expansion
Options"). Mesa and AWA acknowledge that each of the
CRJ Options requires Mesa to commit to 4 Aircraft.
Mesa shall be responsible for acquiring all Aircraft
pursuant to each of the CRJ Options, however the CRJ
Subfleet shall only be increased by [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] Aircraft and Mesa
shall be responsible for additional CRJ Aircraft
acquired pursuant to the exercise of the CRJ Options.
AWA shall exercise the Second CRJ Expansion Option
and acquire the CRJ Aircraft pursuant to the CRJ
Expansion Option in groups of [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]. The Second Option Dates and the
number of Aircraft which are the subject of those
dates are: [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]. The Second CRJ Expansion Options are
separate and individual options and may be exercised
or not exercised on a separate and individual basis.


1.2.3 Fleet Expansion. If a change in the Schedule
permitted by Section 1.1, above, requires additional
CRJ or Dash 8 to provide the Flight Services, then
Mesa, not later than [CONFIDENTIAL PORTION


4


5


DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] after receipt of written notice
from AWA, shall increase the number of Aircraft in
the Fleet, subject to Aircraft availability on
commercially reasonable terms, with Aircraft
designated by AWA, to the extent necessary to provide
Flight Services pursuant to this Agreement.


1.2.4 Fleet Reduction. Except as otherwise permitted by
Paragraph 1.2.5, upon [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] prior written notice from AWA, AWA may
require Mesa to reduce the number of Aircraft in the
Fleet. AWA shall not require Mesa to reduce the
number of Aircraft: (i) in any Subfleet by more than
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] Aircraft
in any [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]. For purposes of this Agreement,
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] means
each period during the Term (as defined below)
commencing on January 1 and ending on [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] and commencing on
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] and
ending on [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION], with the first [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] commencing on [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]; (ii) in the
Fleet on the Commencement Date prior to [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]; (iii) in a
Subfleet for a period of 1 year measured from the
last date that an Aircraft is added to the Subfleet;
provided, however, that April 30, 1999 shall be
deemed to be the last date AWA acquires the last of
the CRJs pursuant to Paragraph 1.2.2(b) for purpose
of this subsection and the scheduled delivery date
shall be deemed the date AWA acquires a CRJ pursuant
to Paragraph 1.2.2(c); (iv) in the Dash 8 Subfleet
below 8 Aircraft; and (v) in the CRJ Subfleet below 8
Aircraft.


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1.2.5 Elimination of Beech 1900s. Notwithstanding the
above, AWA by written notice given to Mesa within
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] after
Effective Date (the "Elimination Notice"), may
require Mesa to reduce the Subfleet of Beech 1900s to
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] on the
first anniversary date of the Effective Date. If AWA
elects to eliminate the Beech 1900s from the terms of
this Agreement, then AWA and Mesa shall attempt to
negotiate a code share agreement to provide service
to the destinations serviced by the Beech 1900s on
the Effective Date on economic terms and conditions
substantially similar to the terms and conditions in
the Existing Agreement, as defined in Paragraph 7
(the "Beech Code Agreement"). If AWA and Mesa are
unable to reach an agreement on the terms and
conditions of the Beech Code Agreement within
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] after
AWA provides the Elimination Notice, then AWA may
enter into an agreement with any other flight service
provider to provide flight services to such
destinations on terms and conditions acceptable to
AWA.


1.3 Other Services. In addition to the Flight Services, Mesa, at
its sole cost and expense, shall provide the following
services in connection with the Flight Services (the "Other
Services"): [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] Mesa, at its
expense, shall provide all facilities, machinery, equipment
and inventory required to [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
the Other Services. Mesa shall require personnel providing the
Other Services to comply with all rules, regulations and
directives promulgated for all AWA operations from time to
time.


1.4 Personnel; Training. Mesa shall employ and maintain a
sufficient number of competent, trained personnel, including,
but not limited to [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] the
Flight Services and Other Services as required by this
Agreement. In addition, Mesa shall employ and maintain a
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] and [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] based in the Phoenix Metropolitan area based on
the Flight Services to be provided pursuant to this Agreement.
Mesa shall cause all Mesa personnel providing Flight Services
or Other


6


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Services to wear uniforms approved by AWA and shall comply
with all appearance guidelines required of all AWA personnel.


Mesa shall provide initial training, recurrent training and
customer service training to personnel reasonably identified
by AWA at programs approved by AWA. AWA shall provide
applicable training materials. Mesa shall pay all training
expenses including AWA instructor travel expenses. In the
event AWA becomes a hazardous materials carrier, Mesa, at
AWA's expense, shall conduct all hazardous materials training
required by AWA or AWA's other code share partners.


1.5 Service Quality and Level. All Flight Services and Other
Services shall be provided by Mesa at a service quality and
level of service (other than first class service) equal to or
greater than the service quality and level of service provided
by AWA to the extent applicable to the type of Aircraft used
to provide the Flight Services. All Aircraft shall be equipped
with service amenities necessary to provide the service
quality and level of service required by this paragraph.


1.6 Maintenance.


1.6.1 Obligation. Mesa, at its own cost and expense, shall
be responsible for the service, repair, maintenance,
overhauling and testing of each Aircraft: (i) in
compliance with the maintenance program for each
Aircraft as approved by the FAA and pursuant to all
applicable aircraft maintenance manuals applicable to
each Aircraft; (ii) so as to keep each Aircraft in
good and safe operating condition; and (iii) so as to
keep the Aircraft in such operating condition as may
be necessary to enable the airworthiness
certification of the Aircraft to be maintained in
good standing. Mesa shall retain full authority and
control over the service, repair, maintenance,
overhauling and testing of each Aircraft. AWA shall
have no obligations or duties with respect to the
service, repair, maintenance, overhauling or testing
of any Aircraft.


1.6.2 Ground Equipment. Mesa, [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION], shall [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] all [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION].


1.6.3 Location. Mesa shall maintain three maintenance
bases, currently located in Fresno, California for
CRJs, Grand Junction, Colorado for Dash 8s, and
Farmington, New Mexico for Beech 1900s. Each Schedule
prepared by AWA shall provide for not less than


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[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] of each
Subfleet to remain overnight at the applicable
maintenance base each night. One Aircraft shall
remain overnight for 10 hours and the remainder for
at least 8 hours. Mesa shall not relocate any
maintenance base, without the prior written consent
of AWA, which consent may be withheld if the new
location fails to meet AWA's maintenance base
requirements. Mesa, with the prior written consent of
AWA, may add maintenance bases as necessary to
provide the Flight Services at locations which meet
AWA's maintenance base requirements.


1.7 Emergency Operations. Mesa and AWA shall coordinate to develop
a plan that complies with applicable Regulations (as defined
below) to be implemented in the event of any incident
involving personal injury or death to a passenger or crew
member on a Flight. The emergency response teams of AWA and
Mesa shall coordinate their efforts and shall cooperate fully
in response to such emergency.


1.8 Fleet Configuration, Cleanliness and Appearance.


1.8.1 Configuration. All Aircraft in the Fleet on the
Commencement Date and Aircraft added to the Fleet
shall have a passenger seating configuration and
seating capacity as provided on the Aircraft in the
Fleet on the Commencement Date. AWA, [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION], may require Mesa
to reconfigure or change the seating capacity of an
Aircraft. All such requested changes shall be
implemented within [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] after Mesa's receipt of written request
from AWA.


1.8.2 Cleanliness. Mesa, [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION], shall cause all Aircraft to be cleaned
and maintained in an appearance in ac ...