Common use of Performance Threshold Changes due to LAX Transition Clause in Contracts

Performance Threshold Changes due to LAX Transition. The new CD0 and CCF thresholds for operational performance pursuant to Section 9 of the Tenth Amendment (as amended), including cure rate, default rate, incentive level, penalty level 1 and level 2 to be effective as of August 1, 2014 (the “Post LAX Transition Thresholds”) are set as follows (for convenience of the parties the thresholds as applicable immediately prior to the Effective Date are also provided): Pre LAX Transition Thresholds (i.e., effective up to July 31, 2014) Post LAX Transition Thresholds (i.e., effective as of August 1, 2014) CD0 CCF CDO CCF Default [***] [***] [***] [***] Cure [***] [***] [***] [***] Incentive [***] [***] [***] [***] Penalty Level 1 [***] [***] [***] [***] Penalty Xxxxx 0 [***] [***] [***] [***] These thresholds will apply until new thresholds are established in accordance with the Code Share Agreement. For purposes of setting revised operational performance thresholds in connection with potential future transitions, the parties agree to apply the same method as applied to set the LAX Transition Thresholds as provided in the Tenth Amendment. In addition, notwithstanding anything herein to the contrary, as one-time accommodation, US Airways and Mesa, as applicable, agree to waive [***] of the dollar value of any penalties or bonuses, as applicable, owed in this Section for the 3rd Quarter 2014 (July-September 2014), [***] of the dollar value of any penalties or bonuses owed in this Section for the 4th Quarter 2014 (October-December 2014), [***] of the dollar value of any penalties or bonuses owed in this Section for the 1st Quarter 2015 (January-March 2015), and [***] of the dollar value of any penalties or bonuses owed in this Section for the 2nd Quarter 2015 (April-June 2015) in connection with Mesa’s transition from Charlotte, North Carolina and Los Angeles, California to Dallas, Texas. Beginning with the 3rd Quarter 2015 (July-September 2015) the full dollar value of penalties shall begin to apply again subject to the following performance thresholds, which shall be unchanged until the end of the Term: Service Level CD0 CCF Threshold Threshold Incentive Level (Top 20%) [***] [***] Service Level 1 (Bottom 25%) [***] [***] Service Level 2 (Bottom 10%) [***] [***] Cure Level [***] [***] Default (Bottom 5%) [***] [***] Effective as of January 1, 2015, the parties agree to (i) revise Section 8.2 of the Code Share Agreement (as amended by Section 9(e) of the Tenth Amendment) to remove the early termination right and related provisions with regard to the CD0 default event and (ii) limit the CD0 portion of the Quarterly Performance Credit (as defined in Section 9(a)(viii) of the Tenth Amendment) to a maximum amount of [***] ($[***]), i.e., the maximum amount owed by Mesa under this provision with respect to any CD0 performance credits per quarter will be [***] ($[***]). In addition, the parties agree that non-controllable damage cancellations extend through the entire period the Aircraft is out of service. For each out of service day, Mesa shall receive a credit of two (2) cancelled flights per day for purposes of determining CD0 and CCF percentages above.

Performance Threshold Changes due to LAX Transition. The new CD0 and CCF thresholds for operational performance pursuant to Section 9 of the Tenth Amendment (as amended), including cure rate, default rate, incentive level, penalty level 1 and level 2 to be effective as of August 1, 2014 (the “Post LAX Transition Thresholds”) are set US Airways - Mesa 15th Amendment Final2 (2) 6 as follows (for convenience of the parties the thresholds as applicable immediately prior to the Effective Date are also provided): Pre LAX Transition Thresholds (i.e., effective up to July 31, 2014) Post LAX Transition Thresholds (i.e., effective as of August 1, 2014) CD0 CCF CDO CCF Default [***] [***] [***] [***] Cure [***] [***] [***] [***] Incentive [***] [***] [***] [***] Penalty Level 1 [***] [***] [***] [***] Penalty Xxxxx 0 Level 2 [***] [***] [***] [***] These thresholds will apply until new thresholds are established in accordance with the Code Share Agreement. For purposes of setting revised operational performance thresholds in connection with potential future transitions, the parties agree to apply the same method as applied to set the LAX Transition Thresholds as provided in the Tenth Amendment. In addition, notwithstanding anything herein to the contrary, as one-time accommodation, US Airways and Mesa, as applicable, agree to waive [***] of the dollar value of any penalties or bonuses, as applicable, owed in this Section for the 3rd Quarter 2014 (July-September 2014), [***] of the dollar value of any penalties or bonuses owed in this Section for the 4th Quarter 2014 (October-December 2014), [***] of the dollar value of any penalties or bonuses owed in this Section for the 1st Quarter 2015 (January-March 2015), and [***] of the dollar value of any penalties or bonuses owed in this Section for the 2nd Quarter 2015 (April-June 2015) in connection with Mesa’s transition from Charlotte, North Carolina and Los Angeles, California to Dallas, Texas. Beginning with the 3rd Quarter 2015 (July-September 2015) the full dollar value of penalties shall begin to apply again subject to the following performance thresholds, which shall be unchanged until the end of the Term: Service Level CD0 CCF Threshold Threshold Incentive Level (Top 20%) [***] [***] Service Level 1 (Bottom 25%) [***] [***] Service Level 2 (Bottom 10%) [***] [***] Cure Level [***] [***] Default (Bottom 5%) [***] [***] US Airways - Mesa 15th Amendment Final2 (2) 7 Effective as of January 1, 2015, the parties agree to (i) revise Section 8.2 of the Code Share Agreement (as amended by Section 9(e) of the Tenth Amendment) to remove the early termination right and related provisions with regard to the CD0 default event and (ii) limit the CD0 portion of the Quarterly Performance Credit (as defined in Section 9(a)(viii) of the Tenth Amendment) to a maximum amount of [***] ($[***]), i.e., the maximum amount owed by Mesa under this provision with respect to any CD0 performance credits per quarter will be [***] ($[***]). In addition, the parties agree that non-controllable damage cancellations extend through the entire period the Aircraft is out of service. For each out of service day, Mesa shall receive a credit of two (2) cancelled flights per day for purposes of determining CD0 CDO and CCF percentages above.