Eighth Amendment To Code Share And Revenue Sharing Agreement Dated As of May 12, 2008

EXHIBIT 10.1

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

THIS EIGHT AMENDMENT TO CODE SHARE AND REVENUE SHARING AGREEMENT AND SETTLEMENT AGREEMENT (this " Eighth Amendment ") is made and entered into as of May 12, 2008 (the " Effective Date "), between US AIRWAYS, INC., a Delaware corporation (" US Airways "), 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. US Airways and the Mesa Group are parties to that certain Code Share and Revenue Sharing Agreement, dated as of February 1, 2001, as amended by: (1) the First Amendment to Code Share and Revenue Sharing Agreement, dated to be effective April 27, 2001; (2) the Second Amendment to Code Share and Revenue Sharing Agreement, dated as of October 24, 2002; (3) the Third Amendment to Code Share and Revenue Sharing Agreement, dated as of January 29, 2003; (4) the Fourth Amendment to Code Share and Revenue Sharing Agreement and Release, dated as of September 5, 2003; (5) the Fifth Amendment to Code Share and Revenue Agreement, dated as of January 28, 2005; (6) the Sixth Amendment to Code Share and Revenue Sharing Agreement and Settlement Agreement, dated as of July 27, 2005; and (7) the Seventh Amendment to Code Share and Revenue Sharing Agreement and Settlement, Assignment and Assumption Agreement (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. It is the intent of the parties that this Eig ...