Exhibit 10.2


 


CONFIDENTIAL INFORMATION
CONTAINED IN THIS EXHIBIT HAS BEEN OMITTED FROM PUBLIC FILING PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND
EXCHANGE COMMISSION.  THE OMITTED
INFORMATION, WHICH APPEARS ON 23 PAGES OF THIS EXHIBIT AND HAS BEEN IDENTIFIED
WITH THE SYMBOL “****,” HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.


 


SUPPLEMENT NO.
PA-489-2


 


TO


 


MASTER
PURCHASE AGREEMENT NO. PA-489


 


BETWEEN


 


BOMBARDIER
INC. 


 


AND



 


SKYWEST
AIRLINES, INC.


 


This Supplement when accepted and agreed to
by SkyWest Airlines, Inc. (the “Buyer”) will become part of the Master Purchase
Agreement No. PA-489 entered into between BOMBARDIER INC., a Canadian
corporation represented by Bombardier Aerospace, Regional Aircraft having
offices at 123 Garratt Boulevard, Downsview, Ontario, Canada  (“Bombardier”) and SKYWEST AIRLINES, INC.
(“Buyer”) dated the 7th day of November 2000 (the “Agreement”)
and will evidence our further agreement with respect to the matters set forth
below.


 


The provisions of the Agreement shall apply to the Bombardier products
purchased and sold in accordance with this Supplement.  All capitalized terms herein, unless defined
herein, shall have the same respective meanings as in the Agreement.  This Supplement is subject to the provisions
of the Agreement, all of which are incorporated herein, provided that in the
event of any inconsistency between the provision of the Agreement and the
provisions of this Supplement, the latter shall take precedence.


 


ARTICLE 1                                                        SUBJECT
MATTER OF SALE


 


Article 1
supplements Article 2 of the Agreement.


 


1.1                                 Aircraft


 


Subject to the provisions of the Agreement
and this Supplement, Bombardier will sell and Buyer will purchase Thirty (30)
aircraft model CL-600-2C10 Canadair Regional Jet Series 700 aircraft
manufactured pursuant to Type Specification number RAD-670-100 Revision E dated
September 2002 noted in Schedule 1 hereto as same may be modified
from time to time in accordance with the Agreement and this Supplement (the
“Specification”) as supplemented to reflect the incorporation of the Buyer
selected optional features (“Buyer Selected Optional Features”) set forth in
Schedule 2 hereto (collectively the Aircraft”).


 


 


	
   

  	
   

  	
  Initials

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Buyer        Bombardier       

  



 


1

















 


ARTICLE  2.0                                           PRICE


 


Article 2
supplements Article 4 of the Agreement.


 


2.1                                 (a)                                  The
base price for each of the Aircraft (excluding the Buyer Selected Optional
Features) Ex Works (Incoterms 1990) Bombardier’s facilities in Dorval, Quebec
is **** expressed in July 1, 2003 dollars.


 


(b)                                 The
base price of the Buyer Selected Optional Features is One Million Forty One
Thousand and Eighty Three United States Dollars ****expressed in July 1,
2003 dollars.


 


The Aircraft base price shall be the base price for the Aircraft as
stated in paragraph (a), plus the base price of the Buyer Selected Optional
Features as stated in paragraph (b) (“Base Price”).


 


2.2                                 The
price of the Aircraft for the Scheduled Delivery Date shall be the Base Price
adjusted for changes made pursuant to Article 11 of the Agreement and any
Regulatory Changes pursuant to Article 8.4 of the Agreement, and further
adjusted to the Delivery Date to reflect economic fluctuations during the
period from July 1, 2003 to the Delivery Date of each Aircraft (“Aircraft
Purchase Price”).  Such adjustments
shall be based on the economic adjustment formula attached hereto as
Schedule 3 (“Economic Adjustment Formula”) but when adjusted, the Aircraft
Purchase Price shall in no case be lower than the Aircraft Base Price, as
stipulated in Article 2.1 herein. 
Pursuant to Schedule 3 of this Supplement, Bombardier agrees to set
the indices used to calculate the Economic Adjustment Formula as of the first
day of each applicable delivery month referenced in Article 4.0 of this
Supplement for Aircraft with Scheduled Delivery Date(s) in such delivery
month.  Bombardier agrees that the
average annual escalation to be charged on the Aircraft Purchase Price for each
Aircraft scheduled for delivery within a eight (8) year period from the
execution of this Supplement from July 1, 2003 to the date of delivery of
the last such Aircraft shall not exceed ****percent per year on average.


 


2.3                                 Upon
delivery and payment in full for each of the Aircraft, Bombardier shall issue a
credit memorandum to Buyer in the amount of ****expressed in July 1, 2003
dollars.  Such credit memorandum will be
adjusted to the date of delivery of the Aircraft in accordance with the
Economic Adjustment Formula, but when adjusted, shall in no case be lower than
such amount, and shall be used by Buyer against the Aircraft Purchase Price.


 


ARTICLE 
3.0                                           PAYMENT


 


Articles 3.1.1 and
3.1.2 supplement Article 5.1 of the Agreement.


 


2

















 


Article 3.2
supplements Article 5.4 of the Agreement.


 


3.1.1                        Bombardier and Buyer agree that all progress
payments relating to the twenty-nine (29) Conditional Aircraft under Supplement No. PA-489-1 to the Agreement held by
Bombardier as of September 8, 2003 shall not be returned to Buyer but
shall be retained by Bombardier and applied against the payments due to
Bombardier pursuant to Article 3.1.2 below.


 


3.1.2                        Terms of
payment for each Aircraft are as follows:


 


i.                                          ****                    of the Aircraft
Purchase Price minus the credit memorandum in Article 2.3 of this
Supplement (the “Net Aircraft Purchase Price) upon execution of this
Supplement;


 


ii.                                       ****                    of the Net
Aircraft Purchase Price eighteen (18) months prior to the Scheduled Delivery
Date of each Aircraft;


 


iii.                                    ****                    of the Net
Aircraft Purchase Price twelve (12) months prior to the Scheduled Delivery Date
of each Aircraft; and


 


iv.                                   the
balance of the Aircraft Purchase Price on delivery of each Aircraft.


 


All payments
referred to in 3.1.2 (ii) through (iii) above are to be made on the first day
of the applicable month.


 


In the event
that an Aircraft is financed by a third party, the payments referred to in
3.1.2, which are applicable to such Aircraft, shall be returned to Buyer
following delivery of the Aircraft and upon such Aircraft being closed into
permanent financing, in accordance with Article 3.0 of Schedule 6 to
this Supplement.


 


3

















 


3.2                                 Buyer
shall make all payments due under this Agreement and this Supplement in
immediately available United States Dollars by deposit on or before the due
date, to Bombardier’s account in the following manner:


 


 


	
  (a)

  	
   

  	
  Transfer
  to:

  	
   

  	
  Bank of America

  1401, Elm Street

  Dallas, Texas, U.S.A.

  75283

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Account
  Name:

  	
   

  	
  Bombardier
  Inc.

  
	
   

  	
   

  	
  Account
  #:

  	
   

  	
  3751606624

  
	
   

  	
   

  	
  Bank
  Name:

  	
   

  	
  Bank of
  America Texas

  
	
   

  	
   

  	
  ABA#:

  	
   

  	
  111000012

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Please
  reference:  Invoice # and/or Aircraft
  Serial #

  



 


4

















 


ARTICLE 4.0                                              DELIVERY
PROGRAM


 


Article 4.0
supplements Article 6.0 of the Agreement.


 


4.1                                 The
Aircraft set forth in Column 1 shall be offered for inspection and acceptance
to Buyer at Bombardier’s facility in Montreal, Quebec during the months set
forth in Column 2 (the “Scheduled Delivery Dates”).


 


FIRM AIRCRAFT
DELIVERY SCHEDULE


 


	
  Column 1

  	
   

  	
  Column 2

  
	
   

  	
   

  	
   

  
	
  First Aircraft

  	
   

  	
  January 2004

  
	
  Second Aircraft

  	
   

  	
  February 2004

  
	
  Third Aircraft

  	
   

  	
  March 2004

  
	
  Fourth Aircraft

  	
   

  	
  April 2004

  
	
  Fifth
  Aircraft

  	
   

  	
  June 2004
  (1)

  
	
  Sixth Aircraft

  	
   

  	
  June 2004

  
	
  Seventh Aircraft

  	
   

  	
  July 2004

  
	
  Eighth Aircraft

  	
   

  	
  August 2004

  
	
  Ninth Aircraft

  	
   

  	
  September 2004

  
	
  Tenth
  Aircraft

  	
   

  	
  October 2004

  
	
  Eleventh Aircraft

  	
   

  	
  October 2004

  
	
  Twelfth Aircraft

  	
   

  	
  November 2004

  
	
  Thirteenth Aircraft

  	
   

  	
  November 2004

  
	
  Fourteenth Aircraft

  	
   

  	
  December 2004

  
	
  Fifteenth Aircraft

  	
   

  	
  December 2004

  
	
  Sixteenth Aircraft

  	
   

  	
  January 2005

  
	
  Seventeenth Aircraft

  	
   

  	
  January2005

  
	
  Eighteenth Aircraft

  	
   

  	
  January 2005

  
	
  Nineteenth Aircraft

  	
   

  	
  February 2005

  
	
  Twentieth Aircraft

  	
   

  	
  February 2005

  
	
  Twenty First Aircraft

  	
   

  	
  February  2005

  
	
  Twenty Second Aircraft

  	
   

  	
  March 2005

  
	
  Twenty Third Aircraft

  	
   

  	
  March  2005

  
	
  Twenty Fourth Aircraft

  	
   

  	
  March  2005

  
	
  Twenty Fifth Aircraft

  	
   

  	
  April  2005

  
	
  Twenty Sixth Aircraft

  	
   

  	
  April  2005

  
	
  Twenty Seventh Aircraft

  	
   

  	
  April 2005

  
	
  Twenty Eighth Aircraft

  	
   

  	
  May  2005

  
	
  Twenty Ninth Aircraft

  	
   

  	
  May 2005

  
	
  Thirtieth Aircraft

  	
   

  	
  May 2005

  



 


5

















 












(1)                                In
the event that Buyer does not elect to purchase S/N 10003 in accordance with
Schedule 18, this delivery position shall move to June 2005 and the
delivery positions shall be renumbered accordingly.


 


6

















 


ARTICLE 5.0                                              BUYER
INFORMATION


 


Article 5.0
supplements Article 7.0 of the Agreement.


 


5.1                                 Pursuant
to Article 7.1 of the Agreement, Buyer shall provide the information set
forth in Article 7.1 of the Agreement, within thirty (30) days of signing
this Supplement.


 


7

















 


ARTICLE 6.0                                              NON-EXCUSABLE DELAY


 


Article 6.1
supplements Article 14.1 of the Agreement.


 


6.1                                 If
delivery of the Aircraft is delayed by causes not excused under
Article 13.1 of the Agreement (a “Non-Excusable Delay”), Bombardier shall
pay Buyer, as liquidated damages and not as a penalty, ****for each day of
Non-Excusable Delay in excess of a grace period of thirty (30) days, to a
maximum of ****for any such delayed Aircraft.


 


Article 6.2
supplements Article 14.1 of the Agreement.


 


6.2                                 The
period of days referred to is thirty (30) days in Article 14.1 of the
Agreement.


 


8

















 


ARTICLE 7.0                                              TECHNICAL
SUPPORT


 


Article 7.0
supplements Annex A, Article 1.0 of the Agreement.


 


7.1                                 The
FSR term referred to in Annex A, Article 1.2.2 is as follows:


 


Such
assignment shall be for seventy-five
(75) man-months, and shall commence approximately one (1) month prior to
the Delivery Date of the first Aircraft. 
The FSR assignment may be extended on terms and conditions to be
mutually agreed.


 


7.2                                 To
assist Buyer in the introduction of the Aircraft into revenue service, Bombardier
will assemble a “Start-Up Team” at Buyer’s main base of operation or other
location as may be mutually agreed, for
a period of up to twenty-four (24) man-months.  The composition of this Start-Up Team shall be subject to
discussion and could include operational, technical and/or maintenance support
personnel and flight instruction staff (“Start-Up Team Services”).


 


9

















 


ARTICLE 8.0                                              TRAINING


 


Article 8.0
supplements Annex A, Article 3 of the Agreement


 


8.1                               Flight
Crew Training Program


 


8.1.1                        CRJ200 – 700 Pilot Differences Course


 


Bombardier shall provide a FAA FAR 142 approved CRJ200 — CRJ700 Pilot
Differences course at the Bombardier Aerospace Training Centre located in
Montreal, Province of Quebec, Canada, for up to twenty (20) of Buyer’s pilots  holding
a valid pilot certificate/license with a CL65 type rating. The successful
completion of this course allows a type-rated CRJ pilot to operate both the
CRJ200 and CRJ700 variants. This course shall consist of instructor led
presentations of systems differences, a Systems Training Device session and two
(2) CRJ700 full flight training sessions. . Flight crews who qualified on the
CRJ200 will then become similarly qualified on the CRJ700.  The course duration shall be for a maximum
of five (5) working days.


 


8.1.2                        Flight Attendant Course


 


Bombardier shall provide a familiarization course for up to ten (10) of
Buyer’s qualified flight attendant personnel at the Bombardier Aerospace Training Centre
located in Montreal, Province of Quebec, Canada.  This course shall present
general information on the Aircraft and detailed information on the operation
of the passenger safety equipment and emergency equipment.  Bombardier shall furnish for each
participant in this course one (1) copy of the Flight Attendant Training Guide
(without revision service).  Each course
shall be for a maximum of three (3) working days duration.


 


8.1.3                        Aircraft Maintenance Engineer (Mechanical) Course


 


Bombardier shall provide airframe and power plant systems maintenance
training for a total of seventy-five (75) of Buyer’s qualified personnel at the Bombardier Aerospace Training Centre
located in Montreal, Province of Quebec, Canada.  The course will
emphasize detailed systems description, operation, and routine line maintenance
practices. The course material shall be principally mechanical with electrical
and avionics information for overall


 


10

















 


systems comprehension.  The
course duration shall be for a maximum of twenty-five (25) working days.


 


8.1.4                        Aircraft Maintenance Engineer (Avionics)
Course


 


Bombardier shall provide electrical and avionics systems maintenance
training for a total of forty-five (45) of Buyer’s qualified personnel at the Bombardier Aerospace Training Centre
located in Montreal, Province of Quebec, Canada. The course will emphasize detailed systems description,
operation and routine line maintenance practices. The course material shall be
principally electrical and avionic but shall include mechanical information for
overall systems comprehension.  The
course duration shall be for a maximum of twenty-five (25) working days.


 


8.2                               Course
Training Materials


 


Bombardier
shall provide pilot and maintenance course training materials as set out below:


 


8.2.1                                  Flight
Deck Books and Pilot Reference Manuals


 


Bombardier shall provide to Buyer one (1) Flight Deck Book per Aircraft
plus an additional three (3) copies for a total of thirty-three (33) Flight
Deck Books.  In addition to the Flight
Deck Books, Bombardier shall also provide to Buyer ten (10) sets of Pilot
Reference Manuals (“PRM”) per Aircraft, for a total of three hundred (300) sets
of PRM, consisting of volumes 1 and 2 in colour.


 


8.2.2                                  Classroom
Cockpit Wall-Boards


 


Bombardier will provide two (2) eight foot (8 ft) x eight foot (8 ft)
Flight Deck Posters free of charge to the Buyer.


 


8.2.3                                  Pilot Differences Training Package


 


Within six (6) months of Buyer’s written request,
which request must be received by Bombardier no later than six (6) months prior
to the delivery of the first Aircraft, and subject to the terms and conditions
of Bombardier’s License Agreement to be mutually agreed between Bombardier and
Buyer prior to the delivery of the following, Bombardier shall provide three
(3) sets of the following training


 


11

















 


package, at no additional charge to Buyer, for a term
of ten (10) years commencing from receipt of said training package by Buyer:


 


Each Pilot Differences Training package consists of
one (1) PowerPoint presentation, one (1) Walk Around Computer Based Training
(“Walk Around CBT”) software without revision service, and one (1) Approach
Attitude Comparator Computer Based Training (“Approach Attitude Comparator
CBT”) without revision service.  Such
Pilot Differences Training packages are for Buyer’s own use on Buyer’s local
area networks.  At no time shall Buyer
exceed the following allotment of licenses that may be installed by Buyer on
Buyer’s computer stations at Buyer’s designated sites:


 


	
  i.

  	
   

  	
  a total of three (3) personal, non-transferable,
  non-exclusive licenses of the PowerPoint Presentation;

  
	
  ii.

  	
   

  	
  a total of thirty (30) personal, non-transferable,
  non-exclusive licenses of the Walk Around CBT; and

  
	
  iii.

  	
   

  	
  a total of thirty (30) personal, non-transferable,
  non-exclusive licenses of the Approach Attitude Comparator CBT:

  



 


All computer hardware is BFE (“Buyer
Furnished Equipment”).


 


8.2.4                                  Computer Based Training -
Maintenance


 


Within six (6) months of Buyer’s written request, which request must be
received by Bombardier no later than six (6) months prior to the delivery of
the first Aircraft, and subject to the terms and conditions of the Maintenance
Computer Based Training License Agreement to be mutually agreed between Bombardier
and Buyer prior to the delivery of the following, Bombardier shall provide one
(1) set of the following CRJ700 Maintenance Computer Based Training
(“Maintenance CBT”) software, at no additional charge to Buyer, for a term of
ten (10) years commencing from receipt of said software by Buyer:


 


The Maintenance CBT software set (without revision
service) consists of approximately twenty-six (26) hours of self-instructional
modules representing the theory required by a technician the CRJ700.  The CRJ700 Maintenance CBT will run on
standard multi-media PCs on a network.. 
The Maintenance CBT software set is for Buyer’s own use on Buyer’s local
area networks.  A total of ten (10)
personal, non-transferable, non-exclusive licenses of the CRJ700 Maintenance CBT
may be installed by Buyer on Buyer’s computer stations at Buyer’s


 


12

















 


designated sites. 
At no time shall Buyer exceed this allotment.  All computer hardware is BFE.


 


8.2.5                                  CRJ700 Computer Based Training Updates


 


Updates to the CRJ700 Computer Based Training
(“CRJ700 CBT”) Materials for the Pilot Differences Training Package and Maintenance CBT referred to in 8.2.3 and
8.2.4 respectively, as well as the revision service to the PRM shall be as
follows:


 


Bombardier shall issue to Buyer a Computer
Based Training credit memorandum (“CBT Credit Memorandum”) in the amount
of****  Such CBT Credit Memorandum will
be valid for a period of ten (10) years from the date of execution of this
Supplement and may be drawn down by Buyer solely for the purchase of Bombardier released CRJ700 CBT updates and
revisions to the PRM.   The price of any
such CRJ700 CBT updates and PRM revision service will be at the applicable list
price at the time of any such updates. 
Contents, format and revision dates for the updates to the CRJ700 CBT
courseware and PRM shall be at Bombardier’s sole discretion.  In the event that Buyer does not fully
utilize its allocation during the ten (10) year period any unused portion
remaining of the CBT Credit Memorandum shall be forfeited by Buyer.


 


13

















 


ARTICLE 9.0  - 
TECHNICAL DATA


 


Article 9.0 supplements Annex A,
Article 4 of the Agreement


 


9.1                                 Technical
Data Provided


 


Bombardier shall furnish to Buyer the Technical Data described in the
table below.


 


	
  ****

  	
   

  	
   

  



 


14

















 


9.2                                 Revision Service


 


Bombardier will provide Buyer with revision service commencing upon
delivery of the first Technical Data to Buyer and shall continue for twenty  (20) years following delivery of Buyer’s
first Aircraft. Subsequent revision service shall be provided dependent upon
incorporation of Bombardier issued Service Bulletins.


 


9.2.1                        Revisions
to the Technical Data to reflect the Aircraft at Delivery Date shall be
provided to Buyer within six (6) months following the Delivery Date of each of
the Aircraft, respectively.


 


9.2.2                        Provided
the revision service is being supplied under the terms of this Agreement or by
subsequent purchase order, Bombardier shall incorporate in the applicable
documents all applicable Bombardier originated Service Bulletins, any
Bombardier originated changes and Airworthiness Directives. The manuals shall
then contain both the original and revised configuration.


 


9.3                                 Passenger
Information Cards


 


Bombardier will provide to Buyer, **** laminated passenger information
cards free of charge.


 


9.4                                 Vendor
Manuals


 


All vendor manuals and revisions will be shipped directly by vendors to
Buyer.


 


15

















 


ARTICLE 10.0                                       WARRANTY


 


Article 10.0
below supplements Annex B, Article 1.0 of the Agreement.


 


****


 


16

















 


ARTICLE 11.0                                       SLP
COVERED COMPONENTS


 


Article 11.0
supplements Annex B, Article 3.7 of the Agreement.


 


11.1                           WING


 


a.                                       Upper
and lower integral stringer machined wing planks.


 


b.                                      Machined
spar, including auxiliary spars.


 


c.                                       Caps,
webs and stiffeners on fabricated spars.


 


d.                                      Front
spar to rear spar wing box ribs.


 


e.                                       Main
landing gear (MLG) machined trunnion rib.


 


f.                                         MLG
side stay machined attachment fittings.


 


g.                                      Wing/fuselage
machined attachment fittings.


 


11.2                           FUSELAGE


 


a.                                       Window and
windshield frame structure, but excluding the windows and windshield. Exterior
skins, doublers, circumferential frames but excluding all systems, fairings,
insulation, lining and decorative clips and brackets.


 


b.                                      Engine mount
support box structure and machined pylon attachment fittings.  Primary structure frames around body
openings for passenger door, baggage door, avionics door, flying control access
door, APU access door and emergency exits.


 


c.                                       Nose landing
gear well structure, including wheel well walls, ceiling, pressure bulkheads
and pressure floor structural components at fuselage wing cutout.


 


17

















 


11.3                           VERTICAL
STABILIZER


 


a.                                       All
spars.


 


b.                                      Horizontal
to vertical stabilizer machined attachment fittings.


 


c.                                       Front
spar to fuselage frame machined attachment fittings.


 


d.                                      Exterior
skins, ribs, stringers between front and rear spars and machined closing rib.


 


11.4                           HORIZONTAL
STABILIZER


 


Front and rear spars and exterior skins, rib and stringers between
front and rear spars.


 


18

















 


In witness whereof this Supplement was signed
on the date written hereof:


 


 


	
  For and on behalf of

  	
   

  	
  For and on behalf of

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
   

  	
  BOMBARDIER INC.

  
	
   

  	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  	
   

  



 


19

















 


SCHEDULE 1 TO
SUPPLEMENT NO. PA-489-2


 


TYPE
SPECIFICATION


 


Number
RAD-670-100 Revision E


 


September 2002


 


20

















 


SCHEDULE 2
TO SUPPLEMENT NO. PA-489-2


 


BUYER
SELECTED OPTIONAL FEATURES 


 


CS:
7SW003


 


	
  CR Ref.#

  	
   

  	
  Option
  Description

  	
   

  	
  Price (in
  July

  2003 U.S.

  dollars)

  
	
  00-215

  	
   

  	
  MTOW - 75,000 Lb  (Extended
  Range Version)

  	
   

  	
  Refer to Schedule 19

  
	
  11-224

  	
   

  	
  Exterior Paint & Placards/Markings – SkyWest – United

  	
   

  	
  ****

  
	
  21-201

  	
   

  	
  Baggage - Temperature Control In Aft Comp’t

  	
   

  	
  ****

  
	
  21-209

  	
   

  	
  Air Conditioning - Ground Cart Connection

  	
   

  	
  ****

  
	
  23-221

  	
   

  	
  CVR -  2 Hours, Solid State
  (L3Comm)

  	
   

  	
  ****

  
	
  23-236

  	
   

  	
  VHF Comm - Third Radio For Datalink, 25 KHz (Collins)

  	
   

  	
  ****

  
	
  25-03-201

  	
   

  	
  Interior Finish & Décor - Custom Carpets

  	
   

  	
  ****

  
	
  25-03-203

  	
   

  	
  Interior Finish & Décor - Custom Bulkheads

  	
   

  	
  ****

  
	
  25-17-201

  	
   

  	
  Reinforced Flight Deck Door

  	
   

  	
  ****

  
	
  25-22-201

  	
   

  	
  PAX Seats - In-Arm Meal Trays (4 Seat Pairs)

  	
   

  	
  ****

  
	
  25-22-203

  	
   

  	
  PAX Seats - Leather Dress Covers (35 Seat Pairs)

  	
   

  	
  ****

  
	
  25-22-204

  	
   

  	
  PAX Seats - Recline Feature (31 Seat Pairs)

  	
   

  	
  ****

  
	
  25-23-203

  	
   

  	
  Flight Attendant - Leather Dress Covers (qty 2)

  	
   

  	
  ****

  
	
  25-24-234

  	
   

  	
  Storage Compartment - RH Storage With Roll Up Door

  	
   

  	
  ****

  
	
  25-24-235

  	
   

  	
  Wardrobe - LH Forward with Roll-Up Door

  	
   

  	
  ****

  
	
  25-290

  	
   

  	
  Baggage - Underfloor Retrieval System

  	
   

  	
  ****

  
	
  25-31-204

  	
   

  	
  Galley - Storable Workshelf, Plug In

  	
   

  	
  ****

  
	
  25-31-229

  	
   

  	
  G1 Galley - Provisions For Snack & Hot Beverage Service (4
  Trolleys)

  	
   

  	
  ****

  
	
  25-34-201

  	
   

  	
  Trolley - Atlas Std Half Size (qty 3)

  	
   

  	
  ****

  
	
  25-34-202

  	
   

  	
  Stowage Unit – Atlas Std (qty 3)

  	
   

  	
  ****

  
	
  25-34-203

  	
   

  	
  Trolley - Waste, Atlas Std Half Size (Each)

  	
   

  	
  ****

  
	
  25-34-211

  	
   

  	
  Beverage Maker - Atlas Std (TIA, qty 2)

  	
   

  	
  ****

  
	
  31-240

  	
   

  	
  Crew Force Measuring System

  	
   

  	
  ****

  
	
  31-270

  	
   

  	
  Datalink – ACARS (Collins CMU-900) With Milltope Printer

  	
   

  	
  ****

  
	
  33-203

  	
   

  	
  Lights - Red Beacon

  	
   

  	
  ****

  
	
  33-210

  	
   

  	
  Lights - Tail Logo

  	
   

  	
  ****

  
	
  33-220

  	
   

  	
  Lights - Baggage Door Floodlights (Aft & Underfloor)

  	
   

  	
  ****

  
	
  34-228

  	
   

  	
  GPWS - Enhanced (Honeywell)

  	
   

  	
  ****

  
	
  34-235

  	
   

  	
  FMS - Single, ACARS Compatible (Collins FMS-4200)

  	
   

  	
  ****

  
	
  34-241

  	
   

  	
  VHF NAV - FM Immunity (VIR 432+)

  	
   

  	
  ****

  
	
  34-252

  	
   

  	
  GPS - Dual (Collins GPS-4000A)

  	
   

  	
  ****

  
	
  34-260

  	
   

  	
  Radio Altimeter - Second (Collins)

  	
   

  	
  ****

  
	
  34-262

  	
   

  	
  Altimeter-Baro Setting Flashing At 18,000 Ft.

  	
   

  	
  ****

  
	
  34-265

  	
   

  	
  RVSM Capability

  	
   

  	
  ****

  
	
  35-204

  	
   

  	
  Emergency Equipment - Flight Crew Oxygen Masks (Eros Magic Mask,
  Three)

  	
   

  	
  ****

  
	
  35-210

  	
   

  	
  Emergency Equipment – Increased Capacity Crew Oxygen System (77
  Cu.Ft.)

  	
   

  	
  ****

  



 


21

















 


	
  38-210

  	
   

  	
  Water - Forward System (For Galley 1)

  	
   

  	
  ****

  
	
  79-201

  	
   

  	
  Engine Oil - Remote Replenishment System

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
  Total Buyer
  Selected Optional Features

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  00-213

  	
   

  	
  Certification - FAA (FAR 25)

  	
   

  	
  ****

  
						



 


“ANAC” denotes “At No Additional Cost”


 


 


Note 1:                      Buyer may delete any of the above Buyer Selected Optional Features,
within appropriate notice periods, for a credit of ****of its price.


 


22

















 


SCHEDULE 3 TO
SUPPLEMENT NO. PA-489-2


 


ECONOMIC
ADJUSTMENT FORMULA


 


Pursuant to the provision of Article 2.2 of the Supplement, the
economic adjustment will be calculated using the following Economic Adjustment
Formula:


 


****


 


The above indices are subject to change without notice, and shall be as
published by Statistics Canada or the Bureau of Labour Statistics.


 


For the purpose of the Economic Adjustment Formula and the calculation
of the economic adjustment:


 


****


 


23

















 


In the event that any index used in the
Economic Adjustment Formula is discontinued or restated, or if the methodology
employed by the relevant authority in determining the index is substantially
revised, then the index shall be replaced or amended in accordance with the
revised index published by the relevant authority.


 


In the calculation of the Aircraft Purchase Price the following
guidelines in respect of decimal places shall apply:


 


****


 


24

















 


SCHEDULE 4
TO SUPPLEMENT NO. PA-489-2


 


OPTION
AIRCRAFT


 


1.0                                 Bombardier
hereby agrees to grant Buyer the option to purchase an additional Eighty (80)
Canadair Regional Jet Series 700 aircraft as described in Article 1 of
this Supplement (the “Option Aircraft”) for the benefit of Buyer under the
following general conditions:


 


1.1                                 The price for each of
the Option Aircraft (“Option Aircraft Purchase Price”) shall be determined as
set forth in Article 2 of this Supplement, plus product improvements price
changes from the date of this Supplement to the date of notification.  As used herein, “product improvement” shall
mean an optional feature addition to the basic Aircraft which brings a plus
value that is translated into an increase to the list price of the Aircraft.


 


1.2.1                        The credit memorandum for each
of the Option Aircraft shall be as set forth in Article 2.3 to this
Supplement.


 


1.2.2                        In addition to the credit memorandum
referenced in Article 1.2.1 above, in the event that Buyer exercises its
right to purchase ten (10) or more Option Aircraft, Bombardier shall issue an
additional credit memorandum in the amount of ****expressed in July 1,
2003 dollars for the First Option Aircraft through the Nineteenth Option
Aircraft. In addition, in the event that Buyer exercises its right to purchase
twenty (20) or more Option Aircraft, Bombardier shall (i) issue an additional
credit memorandum in the amount of ****expressed in July 1, 2003 dollars
for the Twentieth Option Aircraft and subsequent Option Aircraft and (ii) shall
issue an additional credit memorandum in the amount of ****expressed in
July 1, 2003 dollars for the First Option Aircraft through the Nineteenth
Option Aircraft.  Such additional credit
memorandum shall be referred to as the “Additional Credit Memorandum”.  The Additional Credit Memorandum will be
adjusted to the date of delivery of the Option Aircraft in accordance with the
Economic Adjustment Formula, but when adjusted, shall in no case be lower than
such amount, and shall be used by Buyer to purchase goods and services directly
from Bombardier or shall be used by Buyer against the Option Aircraft Purchase
Price.


 


1.3                                 The Option Aircraft
shall be offered in sixteen (16) blocks of five (5) Option Aircraft.  Buyer shall exercise its right to purchase
the Option Aircraft by providing to Bombardier with a definitive irrevocable
written notice of exercise no later than eighteen (18) months prior to the
Scheduled Delivery Date of the first Option Aircraft in each block (“Exercise
Date”) at which point the Option Deposits (as defined in Article 1.4
herein) for the applicable block of Option Aircraft will become non-refundable.  The option to purchase the applicable block
of Option Aircraft shall become null and void in the event Buyer fails to give
such notice of


 


25

















 


exercise by the Exercise Date and the Option Deposits for the
applicable block of Option Aircraft shall be refunded to Buyer, without
interest.


 


1.4                                 Bombardier confirms
having received a deposit of ****against eighty (80) option aircraft terminated
under Contract Change Order No. 14 to Supplement No. PA-489-1 to the Agreement
for a total amount of****  This total
amount shall not be returned to Buyer but shall be applied in equal amounts of
****to each Option Aircraft under this Supplement (the “Option Deposit”).  The Option Deposits applicable to a block of
Option Aircraft shall be refunded to Buyer, without interest, should prior to
or on the Exercise Date, Buyer give notice of its intention not to exercise its
option with respect to a given block of Option Aircraft.


 


1.5                                 Buyer shall make payment or cause payment to be made for each Option
Aircraft as follows:


 


(a)                                  **** of the Aircraft
Purchase Price in Article 2.2 of this Supplement minus the credit
memorandum in Article 2.3 of this Supplement (the “Net Option Aircraft
Purchase Price”) at exercise date less the Option Deposit for the applicable
Option Aircraft; and


 


(b)                                 the balance of the
Option Aircraft Purchase Price on delivery of each Option Aircraft.


 


1.6                                 The Scheduled Delivery
Dates of the Option Aircraft are as follows:


 


	
  Block No. 1

  	
   

  	
  Scheduled Delivery Date

  
	
  First Option
  Aircraft

  	
   

  	
  June 2005

  
	
  Second Option
  Aircraft

  	
   

  	
  June 2005

  
	
  Third Option
  Aircraft

  	
   

  	
  July 2005

  
	
  Fourth
  Option Aircraft

  	
   

  	
  July 2005

  
	
  Fifth Option
  Aircraft

  	
   

  	
  August 2005

  



 


26

















 


	
  Block No. 2

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Sixth Option
  Aircraft

  	
   

  	
  August 2005

  
	
  Seventh
  Option Aircraft

  	
   

  	
  September 2005

  
	
  Eighth
  Option Aircraft

  	
   

  	
  September 2005

  
	
  Ninth Option
  Aircraft

  	
   

  	
  October 2005

  
	
  Tenth Option
  Aircraft

  	
   

  	
  October 2005

  



 


	
  Block No. 3

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Eleventh
  Option Aircraft

  	
   

  	
  November 2005

  
	
  Twelfth Option
  Aircraft

  	
   

  	
  November 2005

  
	
  Thirteenth
  Option Aircraft

  	
   

  	
  December 2005

  
	
  Fourteenth
  Option Aircraft

  	
   

  	
  December 2005

  
	
  Fifteenth
  Option Aircraft

  	
   

  	
  January 2006

  



 


	
  Block No. 4

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Sixteenth
  Option Aircraft

  	
   

  	
  January 2006

  
	
  Seventeenth
  Option Aircraft

  	
   

  	
  February 2006

  
	
  Eighteenth
  Option Aircraft

  	
   

  	
  February 2006

  
	
  Nineteenth
  Option Aircraft

  	
   

  	
  March 2006

  
	
  Twentieth
  Option Aircraft

  	
   

  	
  March 2006

  



 


	
  Block No. 5

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Twenty First
  Option Aircraft

  	
   

  	
  April 2006

  
	
  Twenty
  Second Option Aircraft

  	
   

  	
  April 2006

  
	
  Twenty Third
  Option Aircraft

  	
   

  	
  May 2006

  
	
  Twenty
  Fourth Option Aircraft

  	
   

  	
  May 2006

  
	
  Twenty Fifth
  Option Aircraft

  	
   

  	
  June 2006

  



 


	
  Block No. 6

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Twenty Sixth
  Option Aircraft

  	
   

  	
  June 2006

  
	
  Twenty
  Seventh Option Aircraft

  	
   

  	
  July 2006

  
	
  Twenty
  Eighth Option Aircraft

  	
   

  	
  July 2006

  
	
  Twenty Ninth
  Option Aircraft

  	
   

  	
  August 2006

  
	
  Thirtieth
  Option Aircraft

  	
   

  	
  August 2006

  



 


27

















 


	
  Block No. 7

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Thirty First
  Option Aircraft

  	
   

  	
  September 2006

  
	
  Thirty
  Second Option Aircraft

  	
   

  	
  September 2006

  
	
  Thirty Third
  Option Aircraft

  	
   

  	
  October 2006

  
	
  Thirty
  Fourth Option Aircraft

  	
   

  	
  October 2006

  
	
  Thirty Fifth
  Option Aircraft

  	
   

  	
  November 2006

  



 


	
  Block No.
  8

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Thirty Sixth
  Option Aircraft

  	
   

  	
  November 2006

  
	
  Thirty
  Seventh Option Aircraft

  	
   

  	
  December 2006

  
	
  Thirty
  Eighth Option Aircraft

  	
   

  	
  December 2006

  
	
  Thirty Ninth
  Option Aircraft

  	
   

  	
  January 2007

  
	
  Fortieth
  Option Aircraft

  	
   

  	
  January 2007

  



 


	
  Block No. 9

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Forty First
  Option Aircraft

  	
   

  	
  February 2007

  
	
  Forty Second
  Option Aircraft

  	
   

  	
  February 2007

  
	
  Forty Third
  Option Aircraft

  	
   

  	
  March 2007

  
	
  Forty Fourth
  Option Aircraft

  	
   

  	
  March 2007

  
	
  Forty Fifth Aircraft

  	
   

  	
  April 2007

  



 


	
  Block No. 10

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Forty Sixth
  Option Aircraft

  	
   

  	
  April 2007

  
	
  Forty
  Seventh Option Aircraft

  	
   

  	
  May 2007

  
	
  Forty Eighth
  Option Aircraft

  	
   

  	
  May 2007

  
	
  Forty Ninth
  Option Aircraft

  	
   

  	
  June 2007

  
	
  Fiftieth
  Option Aircraft

  	
   

  	
  June 2007

  



 


	
  Block No. 11

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Fifty First
  Option Aircraft

  	
   

  	
  July 2007

  
	
  Fifty Second
  Option Aircraft

  	
   

  	
  July 2007

  
	
  Fifty Third
  Option Aircraft

  	
   

  	
  August 2007

  
	
  Fifty Fourth
  Option Aircraft

  	
   

  	
  August 2007

  
	
  Fifty Fifth Option Aircraft

  	
   

  	
  September 2007

  



 


28

















 


	
  Block No. 12

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Fifty Sixth
  Option Aircraft

  	
   

  	
  September 2007

  
	
  Fifty
  Seventh Option Aircraft

  	
   

  	
  October 2007

  
	
  Fifty Eighth
  Option Aircraft

  	
   

  	
  October 2007

  
	
  Fifty
  Ninth Option Aircraft

  	
   

  	
  November 2007

  
	
  Sixtieth Option Aircraft

  	
   

  	
  November 2007

  



 


	
  Block No. 13

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Sixty First
  Option Aircraft

  	
   

  	
  December 2007

  
	
  Sixty Second
  Option Aircraft

  	
   

  	
  December 2007

  
	
  Sixty Third
  Option Aircraft

  	
   

  	
  January 2008

  
	
  Sixty Fourth
  Option Aircraft

  	
   

  	
  January 2008

  
	
  Sixty
  Fifth Option Aircraft

  	
   

  	
  February 2008

  



 


	
  Block No. 14

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Sixty Sixth
  Option Aircraft

  	
   

  	
  February 2008

  
	
  Sixty
  Seventh Option Aircraft

  	
   

  	
  March 2008

  
	
  Sixty Eighth
  Option Aircraft

  	
   

  	
  March 2008

  
	
  Sixty Ninth
  Option Aircraft

  	
   

  	
  April 2008

  
	
  Seventieth
  Option Aircraft

  	
   

  	
  April 2008

  



 


	
  Block No. 15

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Seventy
  First Option Aircraft

  	
   

  	
  May 2008

  
	
  Seventy
  Second Option Aircraft

  	
   

  	
  May 2008

  
	
  Seventy
  Third Option Aircraft

  	
   

  	
  June 2008

  
	
  Seventy
  Fourth Option Aircraft

  	
   

  	
  June 2008

  
	
  Seventy
  Fifth Option Aircraft

  	
   

  	
  July 2008

  



 


	
  Block No. 16

  	
   

  	
  Scheduled Delivery Date

  
	
   

  	
   

  	
   

  
	
  Seventy
  Sixth Option Aircraft

  	
   

  	
  July 2008

  
	
  Seventy
  Seventh Option

  	
   

  	
  August 2008

  
	
  Seventy
  Eighth Option Aircraft

  	
   

  	
  August 2008

  
	
  Seventy
  Ninth Option Aircraft

  	
   

  	
  September 2008

  
	
  Eightieth
  Option Aircraft

  	
   

  	
  September 2008

  



 


1.7                                 The
exercise of this option shall not create an obligation of Bombardier, nor grant
a right to Buyer, for any additional options. 
In addition, the provisions of the following Schedules to this
Supplement shall not apply to such Option Aircraft:


 


29

















 


	
   

  	
  Schedule 4
  Option Aircraft

  
	
   

  	
  Schedule 6 Financing Assistance

  
	
   

  	
  Schedule 7 Dispatch Reliability Guarantee

  
	
   

  	
  Schedule 8 Performance Guarantee

  
	
   

  	
  Schedule 9 Airframe Direct Maintenance Cost Guarantee

  
	
   

  	
  Schedule 10 Articles 2, 3 and 4 Credit Memoranda

  
	
   

  	
  Schedule 13 Future Engine Upgrades

  
	
   

  	
  Schedule 17 Termination

  
	
   

  	
  Schedule18 Purchase of Bombardier Aircraft Bearing Manufacturer’s
  Serial Number 10003.

  



 


2.0                                 Upon
exercise of Buyer’s right to purchase the Option Aircraft, the parties shall
deem all definitions, terms and conditions of the Agreement and this Supplement
as being applicable to the purchase of the Option Aircraft, unless expressly
noted otherwise.


 


3.0                                 In
the event of termination of the Agreement and/or the Supplement, this
Schedule shall become automatically null and void.


 


4.0                                 The
provisions of this Schedule are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written consent of
Bombardier.


 


5.0                                 This
Schedule constitutes an integral part of the Supplement and is subject to
the terms and conditions contained therein.


 


6.0                                 Should
there be any inconsistency between this Schedule and the Agreement and/or
the Supplement with respect to the subject matter covered by the terms hereof,
then this Schedule shall prevail


 


30

















 


	
  For and on behalf of

  	
   

  	
  For and on behalf of

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
   

  	
  BOMBARDIER INC.

  
	
   

  	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  	
   

  



 


31

















 


SCHEDULE 5
TO SUPPLEMENT NO. PA-489-


 


CONVERSION
RIGHTS


 


Buyer shall have the right to convert any of the Option Aircraft
(which, for the purposes of this Schedule 5, shall include the vested
Rolling Option Aircraft) to the Canadair Regional Jet Series 900 aircraft or
the Bombardier DHC-8 Series 400 aircraft (collectively the “Converted
Aircraft”), subject to availability, upon the following terms and conditions:


 


1.0                                 Buyer
may elect to convert any of the Option Aircraft to a Converted Aircraft by
providing written notice to be received by Bombardier no later than twenty-four
(24) months prior to the first day of the month of the Scheduled Delivery Date
of the Option Aircraft.  The price of
the Converted Aircraft, exclusive of any Buyer Selected Optional Features shall
be Bombardier’s list price, adjusted in accordance with Article 2.2 of
this Supplement.


 


2.0                                 Upon
delivery of and payment in full for each Converted Aircraft delivered pursuant
to this Schedule 5, Bombardier shall issue to Buyer a credit memorandum in
the amount of ****of Bombardier’s list price as of the date of notice of
conversion with respect to the Canadair Regional Jet Series 900 aircraft and
****of Bombardier’s list price as of the date of notice of conversion with
respect to the Bombardier DHC-8 Series 400 aircraft.  Such credit memorandum will be subject to escalation in
accordance with the terms and conditions to be agreed upon between Buyer and
Bombardier and shall be used by Buyer to reduce the amount payable on delivery
of such Converted Aircraft.


 


3.0                                 In
the event that Buyer elects to convert any of the Option Aircraft to the
Bombardier DHC-8 Series 400 aircraft, Bombardier agrees to purchase one (1) of
Buyer’s owned EMB-120 aircraft for every two (2) Bombardier DHC-8 Series 400
aircraft converted and delivered.  The
price of each EMB-120 aircraft and Buyer’s intended selling date shall be
mutually agreed to between Buyer and Bombardier upon receipt of Buyer’s notice
of conversion.  At the time of purchase,
Bombardier and Buyer shall enter into an Acquisition Agreement, which shall be
appended by Bombardier’s standard half time return conditions.


 


4.0                                 Upon
exercise of Buyer’s right to convert an Option Aircraft, the parties shall deem
all definitions, terms and conditions of the Agreement applicable to the
purchase of the Converted Aircraft thereof, and parties shall execute a
Supplement to the Agreement for the purchase of the Converted Aircraft in
accordance with the terms and conditions hereof.


 


32

















 


5.0.                              In
the event of termination of the Agreement and/or the Supplement, this
Schedule shall become automatically null and void.


 


6.0                                 The
provisions of this Schedule are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written consent of
Bombardier.


 


7.0                                 This
Schedule constitutes an integral part of the Supplement and is subject to
the terms and conditions contained therein.


 


8.0                                 Should
there be any inconsistency between this Schedule and the Agreement and/or
the Supplement with respect to the subject matter covered by the terms hereof,
then this Schedule shall prevail.


 


	
  For and on behalf of

  	
   

  	
  For and on behalf of

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
   

  	
  BOMBARDIER INC.

  
	
   

  	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  	
   

  



 


33

















 


SCHEDULE 6
TO SUPPLEMENT NO. PA-489-2


 


FINANCING
ASSISTANCE


 


1.0                                 General


 


Subject to the limitations set forth below, this financing assistance
shall apply to the thirty (30) firm Aircraft (“Firm Aircraft”) set forth in
Article 4.1 of this Supplement. 
Financing for the Firm Aircraft will be arranged by Buyer working in
close coordination with Bombardier with the objective of obtaining the best
available terms for Buyer, consistent with the financing support to be provided
by Bombardier hereunder.  Financing
Support, as defined herein, will be available to Buyer subject to the terms of
the Financing Support and provided that Buyer has and continues to actively and
persistently seek third party financing.


 


The parties agree that the terms and conditions described herein are
based on all of the obligations of Buyer or Permitted Assignee being
irrevocably guaranteed by SkyWest, Inc. (the “Guarantor”) and the financing
support provided pursuant to this Schedule 1 may not be assigned or
otherwise disposed of by Buyer except to a wholly owned subsidiary of Guarantor
(a “Permitted Assignee”).  “Financing
Support” means ****


 


2.0                                 Interim Financing


 


****


 


3.0                                 Security
Deposit


 


****


 


4.0                                 Backstop Debt


 


****


 


34

















 


11.0                           Legal and
Transaction Fees


 


Buyer shall
bear the cost of the legal fees, disbursements and out-of-pocket expenses
associated with the documentation for the Financing Support, including without
limitation such costs of Lenders and Bombardier, whether or not any such
transaction closes. These costs will be paid upon the closing of financing(s)
outlined in Article 3.0 above; except to the extent allowed by third party
lessors, such fair and reasonable costs may be included in transaction costs
and paid over the term of the lease provided these costs are paid on closing by
the lessor.


 


35

















 


12.0                           No
Assignment


 


The Financing Support
is personal to Buyer and shall not be assigned or otherwise disposed of by
Buyer without the prior written consent of Bombardier, in its sole
discretion.  Any such assignment or
disposition without such consent shall be void.


 


13.0                           Confidentiality


 


Buyer
(including its employees, agents and advisors) agrees to keep the terms and
conditions of the Financing Support strictly confidential.  Any information related to the form and
amount of the Financing Support which may be provided by Bombardier hereunder
is to be treated as confidential and is not to be provided to any third party
without the express written consent of Bombardier, and then only subject to the
third party agreeing to Bombardier’s confidentiality agreement.  It is Buyer’s responsibility to have such
agreement executed with any third party prior to disclosure of any such
information and to provide such to Bombardier for approval.


 


****


 


15.0


 


This Financing
Support applies to the first thirty (30) Firm Aircraft only, and not to any
Option Aircraft. However, if options are exercised which result in CRJ
deliveries prior to the total thirty (30) Firm Aircraft being delivered, then
Buyer shall have the option to have the applicable support apply to those
deliveries.


 


16.0


 


In the
event of termination of the Agreement and/or the Supplement, this
Schedule shall become automatically null and void as to the undelivered
Firm Aircraft.


 


17.0


 


The
provisions of this Schedule are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written consent of
Bombardier.


 


36

















 


18.0


 


This
Schedule constitutes an integral part of the Supplement and is subject to
the terms and conditions contained therein.


 


19.0


 


Should
there be any inconsistency between this Schedule and the Agreement and/or
the Supplement with respect to the subject matter covered by the terms hereof,
then this Schedule shall prevail.


 


 


	
  For and on behalf of

  	
   

  	
  For and on behalf of

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
   

  	
  BOMBARDIER INC.

  
	
   

  	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  	
   

  



 


37

















 


SCHEDULE 7
TO SUPPLEMENT NO. PA-489-2


 


DISPATCH
RELIABILITY GUARANTEE


 


1.0                                 Intent


 


The intent of the Dispatch Reliability
Guarantee (“DRG”) is to achieve the full potential of the inherent technical
reliability of the Aircraft through the joint efforts of Bombardier and
Buyer.  To that end, Bombardier agrees
to take action as specified below and Buyer agrees to set its Aircraft fleet
dispatch reliability target equal to or greater than 0.4% above the Guarantee
Value so that both Buyer and Bombardier’s technical staff can pursue attainment
of the Guarantee Value (as defined in Article 3.0 below)


 


For the purpose of this Guarantee, the
dispatch reliability shall be for the Aircraft purchased under this
Supplement.  It is understood by
Bombardier and Buyer that this Guarantee does not replace, cancel or extend
similar dispatch reliability guarantees agreed upon in previous agreements
between the parties, which guarantees shall remain in force and effect pursuant
to their respective terms and conditions,


 


2.0                                 Definition


 


As defined in World Airlines Technical
Operations Glossary (W.A.T.O.G.), a chargeable technical delay shall be any
delay greater than fifteen (15) minutes beyond scheduled revenue departure time
caused by malfunction of equipment affecting any of the Aircraft (“Chargeable
Technical Delay”) and a cancellation shall be the deletion of the flight from
Buyer’s operating schedule, provided that no more than one (1) delay or
cancellation shall be charged to the single event of a specific malfunction
(“Cancellation”).


 


3.0                                 Guarantee
Value


 


Bombardier guarantees that the Aircraft
dispatch reliability with respect to avoidance of Chargeable Technical Delays
or Cancellations shall, at the end of the period indicated below, meet the
guarantee value percentages specified below (“Guarantee Value”)


 




	
  Period

  	
   

  	
  Guarantee
  Value (%)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Months six to twelve

  	
   

  	
  ****

  	
   

  
	
  Months thirteen to twenty-four

  	
   

  	
  ****

  	
   

  
	
  Months twenty-five to thirty-six

  	
   

  	
  ****

  	
   

  
	
  Months thirty-seven to sixty

  	
   

  	
  ****

  	
   

  






 


38

















 


4.0                                 Term
of Guarantee


 


****


 


5.0                                 Formula


 


As the term is used herein, “dispatch
reliability” shall be a six (6) month moving average numerical value (expressed
as a percentage) which shall be calculated by application of the following
formula:


 


	
  DR

  	
  = 100(1 - CD/SD)

  
	
   

  
	
  Where:

  
	
   

  	
   

  
	
  DR

  	
  = Dispatch Reliability (expressed as percentage)

  
	
   

  	
   

  
	
  CD

  	
  = Total Chargeable Technical Delays and Cancellations.

  
	
   

  	
   

  
	
  SD

  	
  = Total Scheduled Revenue Departures

  



 


6.0                                 Assumptions


 


The Guarantee Value is predicated on a
revenue flight length of seventy-five (75) minutes, a minimum turnaround time
of forty (40) minutes and a minimum through stop time of twenty (20) minutes.
Bombardier reserves the right to renegotiate the Guarantee Value in the event
of deviation in the aforemade assumptions.


 


7.0                                 Conditions and Limitations


 


7.1                                 Buyer shall make all reasonable
efforts to return an aircraft to service and to use available spare aircraft to
maintain its scheduled flights.  No
Chargeable Delay and/or Cancellation with regard to a scheduled flight shall be
counted if Buyer is reasonably able to maintain that scheduled flight without
knowingly causing it to fail to maintain another scheduled flight.


 


39

















 


7.2                                 Any delay or cancellation due to any
one or more of the following causes shall not be considered a Chargeable
Technical Delay or Cancellation in computing compliance with this DRG:


 


a)                                      Delay or cancellation due to
operation or maintenance of equipment in the Aircraft not being in accordance
with the approved Technical Data;


 


b)                                     Chargeable Technical Delay or
Cancellation due to acts or omissions of Buyer including but not limited to
unavailability of serviceable spare parts and ground support equipment on a
twenty-four (24) hours a day, seven (7) days a week basis, located at each of
Buyer’s operating facilities, not dispatching in accordance with the approved
Minimum Equipment List and purchasing and maintaining spare parts provisioning
that is substantially less than the level recommended by Bombardier, unless
Bombardier are unable to deliver spare parts within Bombardier’s committed
timeframe.;


 


c)                                      Chargeable Technical Delay or
cancellation due to the unavailability of trained and certified (Buyer’s or
contractor’s) personnel on a twenty-four (24) hours a day, seven days a week
basis, located at each of Buyer’s operating facilities.


 


d)                                     Chargeable Technical Delay or Cancellation
caused by problems that have had relevant recommended Service Bulletins or
Airworthiness Directives issued against them, if Buyer has not incorporated the
bulletin on the Aircraft in question provided that Buyer makes reasonable
efforts to incorporate Service Bulletins consistent with Buyer maintenance
program.


 


e)                                      Chargeable Technical Delay or
Cancellation caused by BFE of Buyer or Buyer designated equipment (equipment
designated by Buyer and purchased by Bombardier on behalf of Buyer);


 


f)                                        Chargeable Technical Delay or
Cancellation caused by the Power Plant or Power Plant Parts;


 


g)                                     Chargeable Technical Delay or
Cancellation due to any modifications to the Aircraft made by Buyer without
Bombardier’s written approval unless Buyer furnishes reasonable evidence that
such modification was not a prime cause of the delay;


 


40

















 


h)                                     Chargeable Technical Delay or
Cancellation due to acts of God or acts of third parties or force majeure
including, without limiting the foregoing, random external sources such as FOD
(foreign object damage), tire blow out, bird strikes, lightning and damage
sustained during ground handling;


 


i)                                         Chargeable Technical Delay or
Cancellation due to normal wear and tear of brakes and tires;


 


j)                                         Chargeable Technical Delay or
Cancellation caused by late release from scheduled maintenance;


 


k)                                      Chargeable Technical Delay or
Cancellation caused by scheduled servicing tasks, routine maintenance and/or
scheduled maintenance activities (including both routine and non-routine
maintenance resulting from such maintenance activities) that are performed
during normal operation time that would normally be performed during over
nights (provided any such non-routines could have been resolved in an overnight
and accordingly would not have resulted in a Chargeable Technical Delay or
Cancellation) or;


 


l)                                         Chargeable Technical Delay or
Cancellation when a reported mechanical problem is checked out by the mechanic
and found to be fit for service or within limits In accordance with the
aircraft maintenance manual.


 


7.2                                 Reporting


 


Buyer shall provide to
Bombardier not later than thirty (30) days after the last day of each month all
reports pertaining to dispatch reliability as required by Buyer’s regulatory
authority and in accordance with Service Letter RJ-SL-00-002 as amended from
time to time regarding Electronic Data Standard Exchange (EDSE).  Buyer shall also provide a report to
Bombardier of the corrective action for such Chargeable Technical Delays or Cancellations,
and the information on modifications or Service Bulletins relevant to such
Chargeable Technical Delays or Cancellations accomplished during each
month.  Buyer shall also provide
Bombardier such other information and data as Bombardier may reasonably request
for the purpose of analyzing Chargeable Technical Delays or Cancellations.
Bombardier shall respond to the data in a timely manner and shall provide Buyer
with a summary of fleetwide dispatch reliability reports on a monthly basis.  Failure to Buyer to provide the required
data, in spite of Bombardier’s notice and within thirty (30) days thereof,
shall void this Schedule.


 


41

















 


7.3                                 Master Record


 


The master record of dispatch
reliability will be maintained by Bombardier based upon information provided by
Buyer’s maintenance control program as requested herein.


 


Bombardier shall format the data
into Bombardier’s format.


 


8.0                                 Corrective Action


 


8.1                                In the event the Achieved Dispatch
Reliability, as reported to Buyer by Bombardier, fails to equal the Guarantee
Value for the applicable period, Bombardier and Buyer will jointly review the
performance for that period to identify improvement changes required.  Bombardier shall also provide, at no charge,
if requested by Buyer:


 


a)                                      technical service support to analyze
Buyer’s operating procedures, maintenance practices, training programs, manuals
and publications and related procedures, practices, policies and programs that
can have an adverse effect on dispatch reliability and recommend any changes in
such procedures, practices, policies and programs reasonably indicated to
improve the dispatch reliability;


 


b)                                     review of data related to parts,
material, components, accessories, spare parts provisioning and forecasting and
equipment incorporated in, and used in connection with, the Aircraft and
furnish technical advice and information to Buyer for the purpose of improving
the dispatch reliability of the Aircraft;


 


c)                                      corrective Bombardier engineering
design changes and modification kits of Bombardier Parts and material for the
Aircraft which will, in the joint opinion of Buyer and Bombardier, cause the
performance of the Aircraft upon Buyer’s installation, to meet or exceed the
DRG.  The modification kits and design
changes supplied by Bombardier which provide added value to Buyer beyond that
required to reach the specified guarantee value will be negotiated by
Bombardier and Buyer to define the cost allocation of the “Added Value”.
Failure by Buyer to install a Bombardier change shall result in the exclusion
of the associated malfunction from the dispatch reliability computation, unless
Buyer can demonstrate to Bombardier’s reasonable satisfaction that the change
would not have eliminated the malfunction; and


 


d)                                     Bombardier shall use its reasonable
efforts to require its suppliers to provide corrective action at no charge to
Buyer to the extent required


 


42

















 


when Chargeable Technical Delays or Cancellations
exceed the guaranteed dispatch reliability as a direct result of failure of
equipment designed by such suppliers.


 


8.2                                Bombardier’s liability to
investigate and provide corrective action under the terms of this
Schedule shall be dependent upon the quality, extent and regularity of
information and data reported to Bombardier by Buyer.


 


9.0                                 Implementation of Changes


 


Buyer may, at its option,
decline to implement any change proposed by Bombardier under Article 8.0
above.  If Buyer so declines, Bombardier
may adjust the number of Chargeable Technical Delays or Cancellations by an
amount consistent with the expected reduction in Chargeable Technical Delays or
Cancellations based on reasonable substantiation to Buyer and on other operator
experience, if any, as if such change has been incorporated.  Bombardier shall not make adjustments when
Buyer has demonstrated to Bombardier’s reasonable satisfaction that such change
is not cost effective to Buyer.


 


10.0                           Duplicate Remedies


 


It is agreed that Bombardier
shall not be obligated to provide to Buyer any remedy which is a duplicate of
any other remedy which has been provided to Buyer elsewhere under the
Agreements, by the Power Plant manufacturer or by any vendor.


 


11.0                           Limitation of Liability


 


THE DISPATCH RELIABILITY GUARANTEE PROVIDED
IN THIS SCHEDULE AND THE OBLIGATIONS AND LIABILITIES ON THE PART OF  BOMBARDIER UNDER THE AFORESAID GUARANTEE
ARE ACCEPTED BY BUYER AND ARE EXCLUSIVE AND IN LIEU OF, AND BUYER HEREBY
WAIVES, RELEASES AND RENOUNCES ALL OTHER REMEDIES, WARRANTIES, GUARANTEES OR
LIABILITIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS DISPATCH RELIABILITY
GUARANTEE CONCERNING EACH AIRCRAFT DELIVERED UNDER THE SUPPLEMENT, ARISING IN
FACT, CONTRACT, LAW, TORT, STRICT PRODUCTS LIABILITY OR OTHERWISE INCLUDING,
WITHOUT LIMITATION, ANY OBLIGATION, LIABILITY, CLAIM OR REMEDY WHETHER OR NOT
ARISING FROM NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED) OF BOMBARDIER, ITS
OFFICERS, EMPLOYEES, AGENTS OR ASSIGNEES, OR WITH RESPECT TO ANY IMPLIED
WARRANTY OF FITNESS OR MERCHANTABILITY, ANY IMPLIED CONDITION, ANY IMPLIED
WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR


 


43

















 


TRADE, LOSS OF USE, REVENUE OR PROFIT OR FOR
ANY OTHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR
DAMAGES.


 


12.0                           In the
event of termination of the Agreement and/or the Supplement, this
Schedule shall become automatically null and void as to the undelivered
Aircraft.


 


13.0                           The
provisions of this Schedule are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written consent of
Bombardier.


 


14.0                           This
Schedule constitutes an integral part of the Supplement and is subject to
the terms and conditions contained therein.


 


15.0                           Should
there be any inconsistency between this Schedule and the Agreement and/or
the Supplement with respect to the subject matter covered by the terms hereof,
then this Schedule shall prevail


 


	
  For and on behalf of

  	
   

  	
  For and on behalf of

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
   

  	
  BOMBARDIER INC.

  
	
   

  	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  	
   

  



 


44

















 


SCHEDULE 8
TO SUPPLEMENT NO. PA-489-2


 


PERFORMANCE
GUARANTEE


 


1.0                                 AIRCRAFT
CONFIGURATION


 


The guarantees listed below are based on the CRJ700 ER
Aircraft configuration as defined in Bombardier Aerospace Type Specification
RAD-670-100 issue E, with buyer optional features and equipped with GE CF34-8C1
engines as defined in GE document CF34-8C1 Installation Manual reference GEK
105093. The weight data corresponds to the 75000 lb MTOW design weight option.
Appropriate adjustments shall be made for any changes in configuration approved
by the Buyer and Bombardier or otherwise allowed by the Purchase Agreement and
which cause changes to the performance of the Aircraft.


 


2.0                                 PERFORMANCE
GUARANTEE


 


2.1                               Take-off Performance


 


FAR take-off field length, at a take-off gross weight of 75000 lb at
the start of ground run, at sea level with zero runway slope, no obstacles,
zero wind, ISA conditions, flaps 20o, shall be not more than 5550
feet.


 


2.2                               Landing Performance


 


FAR landing
field length, at a landing weight of 67000 lb, sea level, ISA conditions, no
obstacles, shall be not more than 5090 feet.


 


2.3                               Speed


 


Level flight
airspeed at 65000 lb gross weight, at a pressure altitude of 35000 ft, using
maximum cruise thrust with A.C.U. bleeds only, in ISA conditions shall not be
less than 0.80 M, 461 knots.


 


2.4                               Specific Air Range


 


The nautical
air miles per pound of fuel in ISA conditions, at 35000 ft pressure altitude,
at an aircraft gross weight of 65000 lb, at a true Mach number of 0.77 M shall
be not less than 0.135 nam/lb.


 


45

















 


2.5                               Mission Performance


 


2.5.1                      Maximum Range Guarantee


 


For a mission with an equivalent still air range (stage length) of 1541
nautical miles, when operated under the conditions specified below with the
fixed quantities and allowances specified in article 2.5.2, the block fuel
burnt shall not be more than 12329 lb when carrying a fixed payload of 15400 lb
representative of 70 passengers at 220 lb.


 


The mission is flown in ISA conditions throughout.


Climb is made starting at sea level to 37000 ft pressure altitude using
a climb speed schedule of 250 KCAS/ 0.70 M.


 


Initial cruise is at 37000 feet pressure altitude at a cruise Mach
number of 0.77 M. Thrust during initial cruise is not to exceed maximum cruise
thrust.


 


A step climb from 37000 feet to 39000 feet pressure altitude is made
using a climb speed of 0.70 M. Final cruise is at 39000 ft pressure altitude at
cruise Mach number of 0.77 M. Thrust during final cruise is not to exceed
maximum cruise thrust.


 


Descent is made from 39000 ft pressure altitude to sea level using a
descent speed schedule of 0.70 M / 250 KCAS.


Usable reserve fuel remaining at the end of the approach and landing
phase is 2831 lb. This fuel is based on the reserve profile as specified in
article 2.5.2.


 


2.5.2                       Fixed Quantities and Allowance


 


For the purpose of this guarantee the following are fixed quantities
and allowances:


 


	
  • 10
  minutes engine start and taxi fuel

  	
   

  	
  230 lb

  
	
  •
  1 minute take-off fuel including acceleration

  to initial climb speed (no distance credit)

  	
   

  	
  150 lb

  
	
  • 2
  minute approach and landing fuel (no distance credit)

  	
   

  	
  100 lb

  
	
  • Usable
  reserve fuel remaining upon completion

  of landing phase, based on the reserve profile specified below:

  	
   

  	
  2831 lb

  



 


1) 100 nm (185 km) diversion including:


i) climb from sea level to 22000 feet at a
speed of 250 KCAS


ii) cruise at 22000 ft at long range cruise
speed (LRC)


 


46

















 


iii) descent to sea level at a speed of 250
KCAS.


 


2) plus fuel equivalent to 45 minute hold at 22000 feet and minimum
drag speed (VMD).


 


The stage length is defined as the sum of the climb, cruise and descent
distances.


 


M denotes true Mach number.


 


Block fuel includes engine start, taxi, take-off, climb, cruise,
descent, approach and landing.


 


The guarantee is based on the fixed estimated O.W.E. of 44670 lb as
detailed in section 3.1.


 


3.0                                 WEIGHTS


 


3.1                                 Estimated
Operating Weight Empty


 


The
Operating Weight Empty (OWE) used in section 2.5 is based on the following
values: 


 


	
  Manufacturing Weight Empty
  Guarantee

  	
   

  	
  37184 lb

  
	
   

  	
   

  	
   

  
	
  Customer Options

  	
   

  	
   

  
	
  • Economy Class
  Seat

  	
   

  	
  1568 lb

  
	
  • Installed Type
  Specification Items

  	
   

  	
  2739 lb

  
	
  • Installed
  Customer Requested Options

  	
   

  	
  1293 lb

  
	
  • Installed
  Ovens/Beverage Makers

  	
   

  	
  43 lb

  
	
   

  	
   

  	
   

  
	
  Operational Items

  	
   

  	
   

  
	
  • Flight &
  Cabin Crew

  	
   

  	
   

  
	
  • Pilot / Copilot

  	
   

  	
  360 lb

  
	
  • Crew Baggage

  	
   

  	
  40 lb

  
	
  • Flight Manuals

  	
   

  	
  40 lb

  
	
  • Forward
  Attendant

  	
   

  	
  150 lb

  
	
  • Aft Attendant

  	
   

  	
  150 lb

  
	
  • Cabin Crew
  Baggage

  	
   

  	
  40 lb

  
	
  • Galley Inserts
  & Consumables

  	
   

  	
   

  
	
  Galley G1

  	
   

  	
   

  
	
  3 1⁄2 Size Meal/Beverage Cart

  	
   

  	
  99 lb

  
	
  1 1⁄2 Size Waste Cart

  	
   

  	
  33 lb

  
	
  3 Standard Container

  	
   

  	
  17 lb

  



 


47

















 


	
  • Consumables

  	
   

  	
  449 lb

  
	
   

  	
   

  	
   

  
	
  • Galley Water
  (11 USG)

  	
   

  	
  92 lb

  
	
  • Lavatory Water
  (10 USG)

  	
   

  	
  83 lb

  
	
  • Toilet Fluids
  (2.3 USG)

  	
   

  	
  20 lb

  
	
  • Unusable Fuel (33.8 USG)

  	
   

  	
  228 lb

  
	
  • Engine Oil (5.8
  USG)

  	
   

  	
  42 lb

  
	
   

  	
   

  	
   

  
	
  Operating Weight Empty

  	
   

  	
  44670 lb

  



 


3.2                               Maximum Zero Fuel Weight Guarantee


 


The Maximum Zero Fuel Weight (M.Z.F.W.) shall not be less than 62300 lb
(28259 kg).


 


3.3                               Maximum Landing Weight Guarantee


 


The Maximum Landing Weight (M.L.W.) shall not be less than 67000 lb
(30391 kg).


 


3.4                               Maximum Take-off Weight Guarantee


 


The Maximum Take-off Weight (M.T.O.W.) shall not be less than 75000 lb
(34019 kg).


 


4.0                                 PERFORMANCE
GUARANTEE CONDITIONS


 


4.1                               All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) unless noted otherwise.  Altitudes are pressure altitudes.


 


4.2                               FAR take-off and landing performance are based on the requirements
of FAR 25 amended with FAA NPRM 93-8 document.


 


4.3                               Take-off and landing performance guarantees are based on operation
from hard surfaced, level and dry runways with no wind, no line-up allowance
and no obstacle unless noted otherwise and with anti-skid and automatic
spoilers operative.


 


4.4                               When establishing the take-off performance, no air shall be bled
from the engine(s) for cabin air conditioning or anti-icing. The APU shall be
off.


 


4.5                               Speed, specific air range, and the climb, cruise, and descent
portion of the mission guarantee include allowance for normal engine bleed and
power extraction. Normal engine bleed is defined as the bleed required to
maintain a


 


48

















 


cabin pressure
altitude not exceeding 8000 feet at the maximum operating altitude with an
average cabin ventilation rate of not less than 810 ft3 /min (22.9 m3
/min) and a cabin temperature of 72°F (22°C).


 


4.6                               Normal power extraction assumes a load of 45 HP per engine with both
engines operative and a load of 65 HP with one engine inoperative.


 


4.7                               Fuel density is assumed to be 6.70 pounds / US gallon (0.803 kg/l).
All performance guarantees are based on the use of a fuel with a lower heating
value (LHV) of 18550 BTU / pound (43147 kilojoules/kg) and on an Aircraft
centre of gravity location of 25% of the mean aerodynamic chord.


 


4.8                               All guarantees are contingent upon engine acceptance test
performance acceptable to Bombardier Aerospace, Regional Aircraft and are
applicable to a new airframe - engine combination only.


 


5.0                                 GUARANTEE
COMPLIANCE


 


5.1                               Compliance with take-off and landing performance guarantees shall be
demonstrated by reference to the approved Transport Canada Aircraft Flight
Manual.


 


5.2                               Compliance with speed, specific air range and mission performance
guarantees shall be established by calculations based on flight test data
obtained for an aircraft configuration similar to that defined by this specification
and shall be demonstrated by reference to the Flight Planning and Cruise
Control Manual.


 


5.3                               Data derived from tests shall be adjusted as required by
conventional methods of correction, interpolation or extrapolation in
accordance with established aeronautical practices to show compliance with the
performance guarantees.


 


6.0                                 Remedies


 


6.1                               In the event of a shortfall in the guarantees contained in this
Schedule, Bombardier shall endeavor and shall use its reasonable efforts to
develop corrective measures.  Such
measures shall be developed within a period of twelve (12) months from the
delivery of the first Aircraft under the Supplement (or such other longer
period as is required in view of the corrective measures involved).


 


7.0                                 In
the event of termination of the Agreement and/or the Supplement, this
Schedule shall become automatically null and void.


 


49

















 


8.0                                 The
provisions of this Schedule are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written consent of
Bombardier.


 


9.0                                 This
Schedule constitutes an integral part of the Supplement and is subject to
the terms and conditions contained therein.


 


10.0                           Should
there be any inconsistency between this Schedule and the Agreement and/or
the Supplement with respect to the subject matter covered by the terms hereof,
then this Schedule shall prevail.


 


	
  For and on behalf of

  	
  For and on behalf of

  
	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
  BOMBARDIER INC.

  
	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  



 


50

















 


SCHEDULE 9
TO SUPPLEMENT NO. PA-489-2


 


AIRFRAME
DIRECT MAINTENANCE MATERIAL COST GUARANTEE


 


1.0                                 Intent


 


1.1                               The intent of the Airframe direct maintenance cost guarantee is to
achieve the full potential of the maintainability of the Aircraft through the
joint efforts of Bombardier and Buyer. 
To that end, Bombardier agrees to provide credits pursuant to the terms
and conditions hereof and Buyer agrees to provide data defined below.


 


1.2                               The “Airframe” shall mean, with respect to an Aircraft, such
Aircraft including its APU and its components and excluding Power Plant Parts,
related maintenance activities (such as overhaul, hot section inspection,
basic unscheduled repairs, LCF components, scheduled and unscheduled line
replaceable unit repair and overhaul), Buyer Furnished Equipment (BFE) and
Ground Support Equipment (GSE).


 


2.0                                 Airframe
Direct Maintenance Cost Guarantee


 


2.1                               Bombardier guarantees that for the fleet of Aircraft purchased under
this Supplement which are operated by Buyer during the term of this
Schedule the cumulative average Airframe direct maintenance cost per
flight hour shall not exceed **** United States Dollars **** USD) (“ADMCG”)
expressed in July 1, 2003 dollars, subject to escalation in accordance
with Appendix B attached hereto, and subject to the following terms and
conditions:


 


2.1.1                     The
term of this guarantee shall commence
on the first day of the month following delivery of the First Aircraft under
this Supplement and shall end seven (7) years thereafter; and


 


2.1.2                     Appropriate
reductions shall be made in material costs per flight hour for the following:


 


a)                                  Material
costs resulting from maintenance not performed in accordance with approved
written procedures or from configuration changes made by Buyer without
Bombardier’s written agreement, or because recommended Service Bulletins which
cause


 


51

















 


a reduction in direct maintenance cost have not been incorporated,
provided Buyer has had sufficient time to incorporate said Service Bulletins
consistent with Buyer’s maintenance program. 
Bombardier shall not make reductions when Buyer has demonstrated that
such recommended Service Bulletin change is not cost effective for Buyer.  In the event of a disagreement between
Bombardier and Buyer as to the cost-effectiveness of a recommended Service
Bulletin change proposed by Bombardier, Buyer will explain its financial
analysis used to evaluate the implementation of such recommended Service Bulletin;


 


b)                                 Material
costs incurred to repair damages resulting from accidents, foreign object
damage (FOD), negligence in maintaining the Aircraft or for modification of the
Aircraft which may be capitalized by Buyer (except for actions on Airworthiness
Directives);


 


c)                                  Credits,
warranty payments, guarantee payments or other payments such as parts or
services at reduced cost that Bombardier or vendors have made that compensate
Buyer for or reduce Buyer’s direct maintenance cost;


 


d)                                 An
Airframe that has not been maintained in accordance with Buyer’s regulatory
agency approved initial maintenance program unless mutually agreed to by Buyer
and Bombardier;


 


e)                                  Scheduled
maintenance checks which are not accomplished consistent with Buyer’s standard
maintenance practices; and


 


f)                                    Material
costs incurred due to shipping, transportation and handling delays.


 


52

















 


3.0                                 Calculation of Cost


 


3.1                                                                               Airframe
Direct Maintenance Material Cost (“ADMMC”)


 


The ADMMC is defined as the annual cost of material consumed, which
excludes initial provisioning purchases, for the direct airframe maintenance of
the Aircraft, less any transportation, duties, taxes or license fees.
Notwithstanding Buyer’s internal cost allocation system, all elements of
indirect material such as cleaning supplies, consumable tools, hydraulic
fluids, oils and greases, welding supplies, sealants, paints, protective
coatings, adhesives or material resulting from damage, misdiagnosis (no fault
found) or misuse are excluded from the calculation of ADMMC.


 


3.2                               Airframe
Direct Outside Service Cost (“ADOSC”)


 


The ADOSC is defined as the annual cost expended in outside services
for direct airframe maintenance of the Aircraft.  The ADOSC shall include the total outside service charges of both
labour and material costs, but excluding transportation and taxes.


 


3.3                               Hourly
Airframe Direct Maintenance Material Cost (“ADMC”)


 


The following formula shall be used to calculate the annual hourly
ADMC:


 


	
  ADMC

  	
  =

  	
  ADMMC+ ADOSC

  	
   

  
	
   

  	
   

  	
  T

  	
   

  
	
  Where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  T

  	
  =

  	
  Total flight hours for all the Aircraft recorded for the applicable
  year.

  



 


4.0                                 Credit Calculation


 


4.1                               The
ADMC calculated in accordance with sub paragraph 3.3 hereof, shall be compared
by Bombardier against the ADMCG periodically.


 


4.2                               If
the ADMC exceeds the ADMCG by more than ten percent (10%) Buyer’s balance
account will be credited with a compensation credit (“Qb”) calculated in
accordance with the following formula:


 


	
  Qb

  	
  =

  	
  0.5 (ADMC - ADMCG) T

  



 


53

















 


	
  Where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Qb

  	
  =

  	
  Buyer’s compensation credit in dollars when Qb is positive,

  
	
   

  	
   

  	
   

  
	
  ADMC

  	
  =

  	
  The ADMC values for the relevant year,

  
	
   

  	
   

  	
   

  
	
  ADMCG

  	
  =

  	
  Airframe Direct Maintenance Cost Guarantee defined in sub paragraph
  2.1 hereof,

  
	
   

  	
   

  	
   

  
	
  T

  	
  =

  	
  Same meaning as used in Article 3.3, above

  



 


4.3                               If
the ADMC is less than the ADMCG, Bombardier shall accrue an incentive credit
(“Qs”) which shall be used as an offset against any potential liabilities of
Bombardier during the term of this Schedule in accordance with the
following formula:


 


	
  Qs

  	
  =

  	
  0.5 (ADMCG - ADMC) T

  
	
   

  	
   

  	
   

  
	
  Where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Qs

  	
  =

  	
  Bombardier’s incentive credit in dollars when Qs is positive.

  
	
   

  	
   

  	
   

  
	
  ADMC, ADMCG and T shall have the same meaning as used in
  Article 4.2 above.

  



 


5.0                                 Credit Payment


 


5.1                               At
the end of the term of this guarantee, the sum of Buyer’s compensation credit
calculated pursuant to Article 4.2 above, and the sum of Bombardier’s
incentive credit calculated pursuant to Article 4.3 above, shall be
compared by the following formula to determine if a credit is due to Buyer.


 


Credit due Buyer = SQb
- SQs


 


Qb and Qs shall have the same meaning as used in Article 4.2 and
Article 4.3 above.


 


5.2                               If
the credit due to Buyer is positive, Bombardier shall issue to Buyer a credit
memo for the purchase of Bombardier goods and services for an amount equal to
said credit up to a maximum of ****per Aircraft, and up to a maximum credit of
****for the term of this guarantee.


 


54

















 


5.3                               If
the credit due to Buyer is negative, Buyer will be under no obligation to
compensate Bombardier, nor shall Bombardier owe any compensation to Buyer.


 


6.0                                 Audit


 


Upon five (5) business days prior written
notification by Bombardier to Buyer and at Bombardier’s expense, Bombardier
shall have the right during normal business hours to audit all charges reported
under this Schedule, Buyer’s applicable maintenance practices and procedures,
and applicable Aircraft records, where normally and customarily maintained,
relative to maintenance, Service Bulletin incorporation and modification of the
Aircraft.  Such audit shall not
interfere with the conduct of business by Buyer nor shall Buyer be required to
undertake or incur additional liability or obligations with respect to the
audit.


 


7.0                                 Reporting


 


7.1                               Bombardier
shall provide a quarterly report to Buyer on the status of the Airframe direct
maintenance cost based on data submitted by Buyer and approved by
Bombardier.  Failure of Buyer to provide
the required data, in spite of Bombardier’s notice and within thirty (30) days
thereof, shall void this Schedule.


 


7.2                               The
Airframe Direct Maintenance Cost Guarantee was based upon the assumptions
outlined in the Appendix to this Schedule. 
Any deviation from the assumptions outlined in the Appendix shall cause
a modification in the Airframe Direct Maintenance Cost Guarantee by Bombardier.


 


8.0                                 Limitation
of Liability


 


THE
GUARANTEE PROVIDED IN THIS SCHEDULE AND THE OBLIGATIONS AND LIABILITIES ON
THE PART OF BOMBARDIER UNDER THE AFORESAID GUARANTEE ARE ACCEPTED BY BUYER AND
ARE EXCLUSIVE AND IN LIEU OF, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES
ALL OTHER REMEDIES, WARRANTIES, GUARANTEES OR LIABILITIES, EXPRESSED OR
IMPLIED, WITH RESPECT TO SUCH GUARANTEE, ARISING: (A) IN FACT, CONTRACT, LAW,
TORT, STRICT PRODUCTS LIABILITY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY
OBLIGATION, LIABILITY, CLAIM OR REMEDY WHETHER OR NOT ARISING FROM NEGLIGENCE
(WHETHER ACTIVE, PASSIVE OR IMPUTED) OF BOMBARDIER, ITS OFFICERS, EMPLOYEES,


 


55

















 


AGENTS
OR ASSIGNEES; OR (B) WITH RESPECT TO ANY IMPLIED WARRANTY OF FITNESS OR
MERCHANTABILITY, ANY IMPLIED CONDITION, ANY IMPLIED WARRANTY ARISING FROM
COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, LOSS OF USE,
REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL
OR PUNITIVE LOSS OR DAMAGES.


 


NOTHING
IN THIS ARTICLE 8.0 SHALL BE CONSTRUED TO ALTER OBLIGATIONS EXPRESSLY
ASSUMED BY BOMBARDIER IN ANY OTHER PROVISIONS OF THIS SCHEDULE, SUPPLEMENT OR
THE AGREEMENT.


 


9.0                                 In
the event of termination of the Agreement and/or the Supplement, this
Schedule shall become automatically null and void as the undelivered
aircraft.


 


10.0                           The
provisions of this Schedule are personal to Buyer and shall not be assigned
or otherwise disposed of by Buyer without the prior written consent of
Bombardier.


 


11.0                           This
Schedule constitutes an integral part of the Supplement and is subject to
the terms and conditions contained therein.


 


56

















 


12.0                           Should
there be any inconsistency between this Schedule and the Agreement and/or
the Supplement with respect to the subject matter covered by the terms hereof,
then this Schedule shall prevail.


 


	
  For and on behalf of

  	
  For and on behalf of

  
	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
  BOMBARDIER INC.

  
	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  



 


57

















 


APPENDIX A


 


AIRFRAME DIRECT MAINTENANCE COST GUARANTEE


 


Guarantee Value Assumptions


 


1.                                       All costs are
based upon Specification.


 


2.                                       All costs are based on the maintenance inspection intervals in the
Buyer’s regulatory agency approved initial maintenance program.


 


3.                                       Annual average Aircraft utilization is not less than Two Thousand
Eight Hundred (2,800) flight hours per year.


 


4.                                       Buyer’s average flight time for the Aircraft will be Seventy Five
(75) minutes per departure.


 


5.                                       All scheduled
maintenance checks and component removal / replacement will be performed
in-house.  All component repairs /
overhaul will be sub-contracted.


 


58

















 


Appendix
B


 


ADMCG
Economic Adjustment Formula


 


The ADMCG economic adjustment will be calculated using the following
Guarantee Adjustment (GA) Formula.


 


	
  GA

  	
  =

  	
  G1 - G0

  
	
   

  	
   

  	
   

  
	
  Where G1 = G0 [(M1 / M0) ]

  
	
   

  	
   

  	
   

  
	
  GA

  	
  =

  	
  ADMCG Value Adjustment

  
	
   

  	
   

  	
   

  
	
  G0

  	
  =

  	
  ADMCG Value

  
	
   

  	
   

  	
   

  
	
  G1

  	
  =

  	
  ADMCG Value adjusted to the final year

  
	
   

  	
   

  	
   

  
	
  M1

  	
  =

  	
  the relevant period index for material obtained by calculating the
  arithmetic average of the material indexes published by the United States
  Department of Labour - Material Industrial Commodities, Producer Price Index,
  for the fourth, fifth and sixth months prior to the relevant date to which
  the ADMCG is being adjusted.

  
	
   

  	
   

  	
   

  
	
  M0

  	
  =

  	
  the delivery year index for material obtained by calculating the
  arithmetic average of the material indexes published by the United States
  Department of Labour - Material Industrial Commodities, Producer Price Index,
  for the fourth, fifth and sixth months prior to July 1, 2003.

  



 


59

















 


SCHEDULE 10
TO SUPPLEMENT NO. PA-489-2


 


CREDIT
MEMORANDA


 


1.0                                 In
consideration of Buyer having entered into the Supplement, Bombardier shall
issue to Buyer, at the time of delivery of and payment of amounts due for each
of the Aircraft, a sales incentive allocation credit memorandum (“SIA Credit
Memorandum”) in the amount of****  Each
SIA Credit Memorandum will be issued in July 1, 2003 United States Dollars
and adjusted to the time of Aircraft delivery in accordance with the Economic
Adjustment Formula, but in no case shall be lower than such amount.  The SIA Credit Memorandum shall be used by
Buyer for the purchase of goods and services as provided by Bombardier or
towards the purchase of Spare Parts purchased directly from Bombardier.  At Buyer’s election, an amount up to and not
exceeding ****of each SIA Credit Memorandum may be used by Buyer against the
Aircraft Purchase Price.


 


2.0                                 In
order to assist Buyer with its initial spares provisioning, Bombardier is
prepared to advance Buyer’s SIA Credit Memorandum for the first ten (10)
Aircraft totalling an amount ****expressed in July 1, 2003 dollars to be
used for the purchase from Bombardier of initial provisioning spares for the
Aircraft.  Such credit memoranda will be
issued to Buyer upon Buyer’s placement of an order for initial provisioning of
spares for the Aircraft following execution of the Agreement.


 


In the event that Buyer does not purchase
all of the first ten (10) Aircraft, Buyer agrees to make a cash repayment to
Bombardier in the amount of the advanced SIA Credit Memorandum including
economic adjustment for those of the first (10) Aircraft not purchased.


 


3.0                                 Bombardier shall provide at no cost to Buyer,
engineering services with respect to repairs for which Bombardier has existing
engineering repair solutions and for generic repairs common to the Aircraft
(the “Engineering Services”) to a maximum value of****  Bombardier shall provide the Engineering
Services to Buyer for a period of two (2) years commencing with the delivery of
Buyer’s first Aircraft.


 


60

















 


4.0                                 Subject
to Buyer purchasing directly from Bombardier one (1) CRJ700 left hand
configuration Quick Engine Change Kit (“QEC Kit”) at Bombardier’s published
List Price, Bombardier will provide to Buyer at no additional charge one (1)
CRJ700 right hand configuration QEC Kit. 
The purchase of these QEC Kits will not be subject to any additional
discount and/or threshold agreements that Buyer may currently have with Bombardier.


 


5.0                                 In
the event of termination of the Agreement and/or the Supplement, this
Schedule shall become automatically null and void as it applies to the
Aircraft being the object of termination.


 


6.0                                 The
provisions of this Schedule are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written consent of
Bombardier.


 


7.0                                 This
Schedule constitutes an integral part of the Supplement and is subject to
the terms and conditions contained therein.


 


8.0                                 Should there be any inconsistency between this Schedule and the
Agreement and/or the Supplement with respect to the subject matter covered by
the terms hereof, then this Schedule shall prevail.


 


	
  For and on behalf of

  	
  For and on behalf of

  
	
   

  	
   

  
	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
  BOMBARDIER INC.

  
	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  



 


61

















 


SCHEDULE 11
TO SUPPLEMENT NO. PA-489-2


 


CREDIT
RECONCILLIATION


 


1.0                                 Notwithstanding the
provisions of Schedule 10 of this Supplement, in consideration of Buyer
having entered into this Supplement, Bombardier agrees that five (5) years
after the last Aircraft is delivered to Buyer, at the request of Buyer, it will
liquidate in Buyer’s favour, any credit memoranda amounts, excluding
Article 3.0 of Schedule 10 of this Supplement, issued pursuant to
this Supplement and remaining outstanding following reconciliation of any
payments due to Bombardier at that time.


 


2.0                                 In
the event of termination of the Agreement and/or the Supplement, this
Schedule shall become automatically null and void.


 


3.0                                 The
provisions of this Schedule are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written consent of
Bombardier.


 


4.0                                 This
Schedule constitutes an integral part of the Supplement and is subject to
the terms and conditions contained therein.


 


5.0                                Should there be any inconsistency between this Schedule and the
Agreement and/or the Supplement with respect to the subject matter covered by
the terms hereof, then this Schedule shall prevail.


 


	
  For and on behalf of

  	
  For and on behalf of

  
	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
  BOMBARDIER INC.

  
	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  



 


62

















 


SCHEDULE 12
TO SUPPLEMENT NO. PA-489-2


 


ROLLING
OPTION AIRCRAFT


 


1.0                                 Upon
and in consideration of Buyer exercising an option to purchase an Option
Aircraft, Bombardier hereby agrees to grant Buyer, on a one-for-one basis, the
option to purchase an additional Eighty (80) aircraft (the “Rolling Option
Aircraft”) for the benefit of Buyer under the following general conditions:


 


1.1                                 The price for each of
the Rolling Option Aircraft (“Rolling Option Aircraft Purchase Price”) shall be
determined as set forth in Article 2 of this Supplement plus any product
improvement price changes, from the date of this Agreement to the date of notification.  As used herein, “product improvement” shall
mean an optional feature addition to the basic Aircraft which brings a plus
value that is translated into an increase to the list price of the Aircraft.


 


1.2                                 The credit memorandum
for each of the Rolling Option Aircraft shall be as set forth in
Article 2.3 of this Supplement.


 


1.3                                 One Rolling Option
Aircraft block shall be vested to Buyer immediately upon the exercise of each
Option Aircraft block at which time the delivery date of such aircraft shall be
agreed upon.


 


1.4                                 All other terms and
conditions applicable to the Option Aircraft shall apply to the Rolling Option
Aircraft upon conversion of the Rolling Aircraft to the Option Aircraft.


 


2.0                                 In the event of
termination of the Agreement and/or the Supplement, this Schedule shall
become automatically null and void.


 


3.0                                 The
provisions of this Schedule are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written consent of
Bombardier.


 


4.0                                 This
Schedule constitutes an integral part of the Supplement and is subject to
the terms and conditions contained therein.


 


5.0                                 Should there be any
inconsistency between this Schedule and the Agreement and/or the
Supplement with respect to the subject matter covered by the terms hereof, then
this Schedule shall prevail


 


63

















 


	
  For and on behalf of

  	
  For and on behalf of

  
	
   

  	
   

  
	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
  BOMBARDIER INC.

  
	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  



 


64

















 


SCHEDULE 13
TO SUPPLEMENT NO. PA-489-2


 


FUTURE
ENGINE UPGRADES


 


1.0                                 As a consideration to Buyer, should Bombardier at its sole
discretion, agree to offer additional engine thrust rate increases, Bombardier
will offer such increase at the following list prices:


 


1.1                                 Engine Thrust Rate increase excluding the cost of engine upgrades or
vendor Service Bulletin, if and when available, will be offered at the price of
****per pound (lb) of thrust per Aircraft expressed in July 1, 2003
dollars.


 


1.2                                 Future Hot and High Engine Thrust excluding the cost of engine
upgrades or vendor Service Bulletin, if and when available, will be offered at
the price of ****per pound (lb) of thrust per Aircraft expressed in
July 1, 2003 dollars.


 


2.0                                 In the event of termination of the Agreement and/or the Supplement,
this Schedule shall become automatically null and void.


 


3.0                                 The
provisions of this Schedule are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written consent of
Bombardier.


 


4.0                                 This
Schedule constitutes an integral part of the Supplement and is subject to
the terms and conditions contained therein.


 


5.0                                 Should there be any
inconsistency between this Schedule and the Agreement and/or the
Supplement with respect to the subject matter covered by the terms hereof, then
this Schedule shall prevail.


 


65

















 


	
  For and on behalf of

  	
  For and on behalf of

  
	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
  BOMBARDIER INC.

  
	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  



 


66

















 


SCHEDULE 14
TO SUPPLEMENT NO. PA-489-2


 


AIRWORTHINESS
DIRECTIVES


 


1.0                                 Not
withstanding Article 8 of the Agreement:


 


(a)                                  for
any CRJ700 specific Airworthiness Directives (“AD’S”) issued by the FAA against
any Aircraft before or after the Delivery Date for such Aircraft with a
terminating action date after such Delivery Date but prior to a date which is
less than three (3) years following the Delivery Date of such Aircraft,
Bombardier shall provide the required Service Bulletin kits, free of charge,
for incorporation by Buyer and Bombardier shall reimburse Buyer’s labor costs
(as set forth in the applicable Service Bulletin) for such incorporation; and


 


(b)                                 for
any CRJ700 specific AD’s issued by the FAA against any Aircraft with a
terminating action date within a five (5) year period following the Delivery
Date of the first Aircraft, Bombardier’s warranty provisions shall be
applicable for those Aircraft with warranty coverage remaining, but for those
Aircraft no longer covered by warranty, Bombardier shall provide the required
Service Bulletin free of charge.  Buyer
shall be responsible for the incorporation of such Service Bulletins unless the
AD in question has a final compliance date prior to the delivery of a
particular Aircraft, in which case the required Service Bulletin will be
incorporated by Bombardier prior to the delivery of such Aircraft.


 


2.0                                 In the event of termination of the Agreement and/or the Supplement,
this Schedule shall become automatically null and void as the undelivered
aircraft.


 


3.0                                 The provisions of this Schedule are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.


 


4.0                                 This Schedule constitutes an integral part of the Supplement
and is subject to the terms and conditions contained therein.


 


67

















 


5.0                                 Should there be any
inconsistency between this Schedule and the Agreement and/or the
Supplement with respect to the subject matter covered by the terms hereof, then
this Schedule shall prevail.


 


	
  For and on behalf of

  	
  For and on behalf of

  
	
   

  	
   

  
	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
  BOMBARDIER INC.

  
	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  



 


68

















 


SCHEDULE 15
TO SUPPLEMENT NO. PA-489-2


 


FUTURE
WEIGHT INCREASES


 


1.0                                 Should additional increases in maximum takeoff weight become available,
at Bombardier’s sole discretion, following the execution of this Supplement,
which have not been instigated at the Buyer’s request, Bombardier agrees that
such increase in maximum take off weight shall be made available to Buyer free
of charge, with the exception of any hardware costs that need to be
incorporated to achieve the weight change and any amortized development cost.  Bombardier shall only be required to make
the increase in maximum take off weight available for Aircraft that are
delivered after the production cut-in date, established at Bombardier’s sole
discretion, and not in-service Aircraft.


 


2.0                                 In the event of termination of the Agreement and/or the Supplement,
this schedule shall become automatically null and void as the undelivered
aircraft.


 


3.0                                 The provisions of this Schedule are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.


 


4.0                                 This Schedule constitutes an integral part of the Supplement
and is subject to the terms and conditions contained therein.


 


5.0                                 Should
there be any inconsistency between this Schedule and the agreement and/or
the Supplement with respect to the subject matter covered by the terms hereof,
then this schedule shall prevail


 


	
  For and on behalf of

  	
  For and on behalf of

  
	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
  BOMBARDIER INC.

  
	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  



 


69

















 


SCHEDULE 16
TO SUPPLEMENT NO. PA-489-2


 


SPARES
ESCALATION CAP


 


1.0                                 Notwithstanding Article 2.6.1 of the Agreement, Bombardier
guarantees, for a period of ****(“Term”) from the date of the execution of the
Supplement, the average of the prices for Bombardier Parts as published in
Bombardier’s then current Spare Parts Price Catalogue (“Average Bombardier
Parts Price”), shall not increase by more than **** percent per annum (“Cap
Percentage”).


 


If at the end
of the second, third, fourth and fifth years of the Term, the Average
Bombardier Parts Price has increased by more than **** percent from the
previous year, then a credit shall be extended to Buyer in an amount equal to:


 


(i)                                     the percentage increase in the Average Bombardier Parts Price during
that year, less the Cap Percentage; multiplied by


 


(ii)                                  the total amount paid by Buyer during that year for Bombardier Parts
listed in the Spare Parts Price Catalogue.


 


Such credit
shall be determined by Bombardier on an annual basis and reconciled at the end
of the Term.  Further, such credit shall
be in the form of a credit note applicable against the purchase by Buyer of
goods and services from Bombardier.


 


2.0                                 In
the event of termination of the Agreement and/or the Supplement, this
Schedule shall become automatically null and void.


 


3.0                                 The
provisions of this Schedule are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written consent of
Bombardier.


 


4.0                                 This
Schedule constitutes an integral part of the Supplement and is subject to
the terms and conditions contained therein.


 


70

















 


5.0                                 Should
there be any inconsistency between this Schedule and the Agreement and/or
the Supplement with respect to the subject matter covered by the terms hereof,
then this Schedule shall prevail.


 


	
  For and on behalf of

  	
  For and on behalf of

  
	
   

  	
   

  
	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
  BOMBARDIER INC.

  
	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  



 


71

















 


SCHEDULE 17
TO SUPPLEMENT NO. PA-489-2


 


TERMINATION


 


1.0                                 Bombardier
and Buyer agree that this Supplement remains conditional and subject to the
following:


 


(i)                                     approval
by Buyer’s Board of Directors (the “Board Approval”) to be received on or
before September 10, 2003. Buyer will provide Bombardier with written
notification of its Board Approval by midnight (mountain time) on
September 10, 2003. If no such notice is received by Bombardier or
provided to Buyer under (ii) below, this Supplement shall be in full force and
effect; and,


 


(ii)                                  approval
by Bombardier’s Board of Directors (the “Bombardier Board Approval”) to be
received on or before September 10, 2003. 
Bombardier will provide Buyer with written notification of Bombardier
Board Approval by midnight (eastern standard time) on September 10,
2003.  If no such notice is received by
Buyer or provided to Bombardier under (i) above, this Supplement shall be in
full force and effect.


 


2.0                                 In the event of termination of the Agreement and/or the Supplement,
this Schedule shall become automatically null and void.


 


3.0                                 The provisions of this Schedule are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.


 


4.0                                 This Schedule constitutes an integral part of the Supplement
and is subject to the terms and conditions contained therein.


 


72

















 


5.0                                 Should there be any inconsistency between this Schedule and the
Agreement and/or the Supplement with respect to the subject matter covered by
the terms hereof, then this Schedule shall prevail.


 


	
  For and on behalf of

  	
  For and on behalf of

  
	
   

  	
   

  
	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
  BOMBARDIER INC.

  
	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  



 


73

















 


SCHEDULE 18
TO SUPPLEMENT NO. PA-489-2


 


PURCHASE
OF BOMBARDIER AIRCRAFT BEARING

MANUFACTURER’S SERIAL NUMBER 10003


 


1.0                                 In
consideration of Buyer having entered into the Supplement, should Buyer elect
to purchase Bombardier aircraft bearing Manufacturer’s Serial Number 10003
(“S/N 10003”) as one (1) of the Aircraft referenced in Article 1.1 of the
Supplement, in addition to the credit memorandum referenced in Article 2.3
of the Supplement, Bombardier shall issue a credit memorandum in the amount of
**** expressed in July 1, 2003 dollars (the “S/N 10003 Credit
Memorandum”).  Such S/N 10003 Credit
Memorandum shall be adjusted to the date of delivery of the Aircraft in
accordance with the Economic Adjustment Formula, but, when adjusted, shall in
no case be lower than such amount.  The
S/N 10003 Credit Memorandum may be used by Buyer against the Purchase Price for
S/N 10003 or may be used in equal parts of **** expressed in July 1, 2003
dollars, against the Aircraft Purchase Price for each of the thirty (30) firm
Aircraft set forth in Article 1.1 of the Agreement, which amount shall be
adjusted to the date of delivery of the applicable Aircraft in accordance with
the Economic Adjustment Formula, but, when adjusted, shall in no case shall be
lower than such amount.   Buyer shall
notify Bombardier on or before October 15, 2003 whether it elects to
purchase S/N 10003 and how it elects to apply the S/N 10003 Credit Memorandum.


 


2.0                                 In
addition, should Buyer elect to purchase S/N 10003, the Service Life Policy
provisions set forth in Article 3.0 of the Agreement shall be replaced by
the Service Life Policy provisions set forth in Attachment 1 to this
Schedule 18 for S/N 10003 only.


 


3.0                                 In
the event of termination of the Agreement and/or the Supplement, this
Schedule shall become automatically null and void.


 


4.0                                 The
provisions of this Schedule are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written consent of
Bombardier.


 


5.0                                 This
Schedule constitutes an integral part of the Supplement and is subject to
the terms and conditions contained therein.


 


6.0                                 Should
there be any inconsistency between this Schedule and the Agreement and/or
the Supplement with respect to the subject matter covered by the terms hereof,
then this Schedule shall prevail.


 


74

















 


	
  For and on behalf of

  	
  For and on behalf of

  
	
   

  	
   

  
	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
  BOMBARDIER INC.

  
	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  



 


75

















 


Attachment 1 to Schedule 18 to Supplement No. PA-489-2


 


ARTICLE 3 
-  SERVICE LIFE POLICY


 


3.1                                 Applicability


 


The Service Life Policy (“SLP”) described in this Annex B,
Article 3 shall apply if premature structural failures, compared to the
rest of the fleet (“failures”), occur in any Covered Component which is defined
in Annex B Article 3.7 below.


 


3.2                                 Term


 


3.2.1                        Should
such failures occur in any Covered Component within one hundred and sixty-eight
(168) months following delivery of the Aircraft containing such Covered
Component, Bombardier shall, as promptly as practicable and at its option;


 


(a)                                  design and/or furnish
a correction for such failed Covered Component; or


 


(b)                                 furnish a replacement
Covered Component (exclusive of standard parts such as bearings, bushings,
nuts, bolts, consumables and similar low value items).


 


3.3                                 Price


 


Any Covered Component which Bombardier is required to furnish under
this SLP shall be provided for at a price calculated in accordance with the
following formula:


 


	
  P

  	
  =

  	
   C x T

  	
   

  
	
   

  	
   

  	
  168

  	
   

  



 


Where:


 


	
  P

  	
  =

  	
  Price of Covered Component to Buyer;

  
	
  C

  	
  =

  	
  Bombardier’s then current price for the Covered Component;

  
	
  T

  	
  =

  	
  The total time to the nearest month since the Aircraft containing the
  Covered Component was delivered by Bombardier.

  



 


76

















 


3.4                                 Conditions and Limitations


 


3.4.1                        The
following general conditions and limitations shall apply to the SLP:


 


(a)                                  the transportation
cost for the return to Bombardier’s designated facility, if practicable, of any
failed Covered Component necessary for failure investigation or redesigning
studies shall be borne by Buyer;


 


(b)                                 Bombardier’s
obligations under this SLP are conditional upon the submission of reasonable
proof acceptable to Bombardier that the failure is covered hereby;


 


(c)                                  Buyer shall report any
failure of a Covered Component in writing to Bombardier’s Warranty
administrator within two (2) months after such failure becomes evident.  Failure to give this required notice shall
excuse Bombardier from all obligations with respect to such failure;


 


(d)                                 the provisions of
Annex B Article 1.9 of the Warranty (except for subparagraphs (d) and (e)
thereof) are incorporated by this reference and shall condition Bombardier’s
obligations under this SLP with respect to any Covered Component;


 


(e)                                  Bombardier’s
obligations under this SLP shall not apply to any Aircraft which has not been
correctly maintained or modified in accordance with the specifications or
instructions contained in the relevant Aircraft Maintenance manual, Structural
Repair Manual and/or Service Bulletins which are furnished to Buyer prior to
receipt by Bombardier from Buyer of any notice of an occurrence which
constitutes a failure in a Covered Component. 
The provisions of this subparagraph shall not apply in the event that
Buyer furnishes reasonable evidence acceptable to Bombardier that such failure
was not caused by Buyer’s failure to so modify the Aircraft;


 


(f)                                    this SLP shall not
apply to a Covered Component where the failure results from an accident, abuse,
misuse, degradation,  negligence or
wrongful act or omission, unauthorized repair or modification adversely
affecting a Covered Component, impact or foreign object damage, to any Covered
Component.


 


77

















 


3.5                                 Coverage


 


This SLP is neither a warranty, performance guarantee nor an agreement
to modify the Aircraft to conform to new developments in design and/or
manufacturing techniques.  Bombardier’s
obligation is only to provide correction instructions to restore the structural
integrity of a Covered Component to it’s original state or furnish replacement
parts at a reduced price as provided in this SLP.


 


3.6                                 Assignment


 


Buyer’s rights under this SLP shall not be assigned, sold, leased,
transferred or otherwise alienated by contract, operation of law or otherwise,
without Bombardier’s prior written consent. 
Any unauthorized assignment, sale, lease, transfer, or other alienation
of Buyer’s rights under the SLP shall immediately void all of Bombardier’s
obligations under the SLP.


 


3.7                                 Covered Component


 


Only those items or part thereof listed in the applicable Supplement
shall be deemed to be a Covered Component, and subject to the provisions of
this SLP.


 


78

















 


SCHEDULE 19
TO SUPPLEMENT NO. PA-489-2


 


PURCHASE
OF BUYER SELECTED OPTINAL FEATURE CR00-215 -

MTOW – 75,000 LBS (EXTENDED RANGE VERSION)


 


1.0                                 Should Buyer elect to purchase Bombardier
Buyer Selected Optional Feature CR00-215 - MTOW 75,000 lbs Extended Range
Version (the “ER Option”) directly from Bombardier for any of Buyer’s Aircraft
within a two (2) year period following the delivery of an Aircraft, Buyer may
do so at a purchase price of ****per Aircraft expressed in July 1, 2003
dollars.  At the time of purchase of
such ER Option, Buyer may elect to make annual payments **** per Aircraft,
expressed in July 1, 2003 dollars, in arrears for the first sixteen (16)
years and ****per Aircraft, expressed in July 1, 2003 dollars, in arrears
for the remaining half (.5) year period, for each ER Option purchased.  Bombardier shall bill Buyer annually (or
semi-annually in the case of the final payment) at the anniversary date of each
respective purchase.  The purchase price
of such ER Option will be adjusted to the date of delivery of the Aircraft in
accordance with the Economic Adjustment Formula, but when adjusted, shall in no
case be lower than such amount.  The
availability of such ER Option shall be subject to Bombardier’s standard lead
times.  At Buyer’s election, Buyer shall
be permitted to apply any unused SIA Credit Memorandum, as defined in
Article 1.0 of Schedule 10 to this Supplement, towards such annual or
semi-annual payment(s).


 


2.0                                 In
the event of termination of the Agreement and/or the Supplement, this
Schedule shall become automatically null and void.


 


3.0                                 The
provisions of this Schedule are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written consent of
Bombardier.


 


4.0                                 This
Schedule constitutes an integral part of the Supplement and is subject to
the terms and conditions contained therein.


 


5.0                                 Should
there be any inconsistency between this Schedule and the Agreement and/or
the Supplement with respect to the subject matter covered by the terms hereof,
then this Schedule shall prevail.


 


79

















 


 


	
  For and on behalf of

  	
  For and on behalf of

  
	
   

  	
   

  
	
   

  	
   

  
	
  SKYWEST AIRLINES, INC.

  	
  BOMBARDIER INC.

  
	
   

  	
  Bombardier Aerospace

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Brad Rich”

  	
   

  	
  Signed:

  	
  “Scott Preece”

  	
   

  
	
   

  	
  Bradford R. Rich

  	
   

  	
  Scott Preece

  
	
   

  	
  Executive Vice President

  	
   

  	
  Manager, Contracts

  
	
   

  	
  CFO, and Treasurer

  	
   

  	
  Regional Aircraft

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  “Eric Christensen”

  	
   

  	
   

  
	
   

  	
  Eric Christensen

  	
   

  
	
   

  	
  Vice President, Planning

  	
   

  



 


80