Revenue Sharing Agreement

TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTION 200.80(B)(4),
200.83 AND 240.24b-2


SIXTH AMENDMENT TO CODE SHARE AND
REVENUE SHARING AGREEMENT AND
SETTLEMENT AGREEMENT


THIS SIXTH AMENDMENT TO CODE SHARE AND REVENUE SHARING AGREEMENT AND SETTLEMENT AGREEMENT ("Sixth Amendment") is made and entered into as of July 27, 2005 (the "Effective Date"), between 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, that certain Third Amendment to Code Share and Revenue Sharing Agreement, dated to be effective January 29, 2003, that certain Fourth Amendment to Code Share and Revenue Sharing Agreement and Release, dated to be effective September 5, 2003 (the "Fourth Amendment"), and that certain Fifth Amendment to Code Share and Revenue Agreement, dated to be effective January 28, 2005 (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 and Other 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 Sixth Amendment.


D. The Mesa Group and AWA desire to settle certain amounts payable to each other pursuant to the Code Share 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 the Mesa Group agree as set forth below:


AMENDMENTS:


1. The parties agree that Section 2.2.2(f) of the Code Share Agreement is amended in its entirety as follows:


CRJ 900 Put Option. AWA agrees that Mesa may add to the CRJ Subfleet
and place into Flight Services [*] CRJ Model 900s that, pursuant to
Exhibit A, were scheduled to be placed into Flight Services in [*]
(the "Put CRJ 900s") on [*]. Each Put CRJ 900 shall be marked with
AWA's livery and shall be configured with all coach seating in a
manner required by AWA, at Mesa's sole cost and expense, upon being
placed into Flight Services. Notwithstanding anything contained in
Section 7.2 to the contrary, AWA shall not be required to pay
"Ownership" Guaranteed Non-Maintenance Costs for each of the Put CRJ
900s for a period of 30 days after each Put CRJ 900 commences Flight
Services.


2. The parties agree that Section 2.2.6 of the Code Share Agreement is amended by deleting the parenthetical "(other than overhead)" in the last sentence and replacing it with the following: "(other than Overhead and Crew RON)".


3. The parties agree that Section 2.6.3 of the Code Share Agreement is amended in its entirety as follows:


2.6.3 Location. Mesa shall maintain maintenance bases as follows: (i)
one in Grand Junction, Colorado for Dash 8s; (ii) one in Phoenix,
Arizona for CRJ Model 200s; (iii) one in Phoenix, Arizona for CRJ
Model 900s; and (iv) commencing on or after December 1, 2005, one in a
mutually acceptable location on the East Coast for CRJ Model 900s (the
"Maintenance Bases"). In addition, Mesa intends to provide CRJ Model
200 and 900 maintenance at certain outstation or Mesa provided
maintenance bases (the "Outstation Bases"). Each Schedule prepared by
AWA shall provide for not less than 20% of the Dash 8s, 33% of the CRJ
Model 200s, and 33% of the CRJ Model 900s to remain overnight at the
applicable Maintenance Bases and Outstation Bases each night. AWA and
Mesa intend that 20% to 25% of the CRJ will be maintained at the
Maintenance Bases and the balance will be maintained at the Outstation
Bases in order to reach the 33% overnight threshold. One aircraft
shall remain overnight for 10 hours and the remainder for at least 8
hours. Mesa shall not relocate any Maintenance Base without prior
written consent of AWA, which consent may be withheld if the new
location fails to meet AWA's schedule requirements. Each CRJ
Maintenance Base shall be staffed and equipped to maintain a fleet of
up to 25 aircraft. Mesa shall add maintenance bases as necessary to
provide the Flight Services and Other Services at locations which meet


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