<PAGE>   1
                                                                   EXHIBIT 10(b)
                               PURCHASE AGREEMENT

                                 NO. P.A.-0430


                                    BETWEEN


                                BOMBARDIER INC.



                                      AND



                       ATLANTIC SOUTHEAST AIRLINES, INC.


                          RELATING TO THE PURCHASE OF
             TWELVE (12) CANADAIR REGIONAL JET SERIES 700 AIRCRAFT


                  INCLUDING RELATED CUSTOMER SUPPORT SERVICES


                                      -1-
<PAGE>   2


<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
                               -----------------

      ARTICLE
      <S>         <C>
         1        INTERPRETATION
         2        SUBJECT MATTER OF SALE
         3        CUSTOMER SUPPORT SERVICES AND WARRANTY
         4        PRICE
         5        PAYMENT
         6        DELIVERY PROGRAM
         7        BUYER INFORMATION
         8        CERTIFICATION FOR EXPORT
         9        ACCEPTANCE PROCEDURE
         10       TITLE AND RISK
         11       CHANGES
         12       BUYER'S REPRESENTATIVES AT MANUFACTURE SITE
         13       EXCUSABLE DELAY
         14       NON-EXCUSABLE DELAY
         15       LOSS OR DAMAGE
         16       TERMINATION
         17       NOTICES
         18       INDEMNITY AGAINST PATENT [*
                           ]
         19       LIMITATION OF LIABILITY
         20       ASSIGNMENT
         21       SUCCESSORS
         22       APPLICABLE LAWS
         23       CONFIDENTIAL NATURE OF AGREEMENT
         24       AGREEMENT

      APPENDIX
         I        ECONOMIC ADJUSTMENT FORMULA
         II       DELIVERY SCHEDULE
         III      SPECIFICATION
         IV       BUYER SELECTED OPTIONAL FEATURES

      EXHIBIT
         I        CERTIFICATE OF ACCEPTANCE
         II       BILL OF SALE
         III      CERTIFICATE OF RECEIPT OF AIRCRAFT
         IV       CHANGE ORDER
</TABLE>


                                      -2-
<PAGE>   3


      ANNEX A     CUSTOMER SUPPORT SERVICES
      ANNEX B     WARRANTY AND SERVICE LIFE POLICY




LETTER AGREEMENTS

LA 0430-01 
LA 0430-02 
LA 0430-03 
LA 0430-04 
LA 0430-05 
LA 0430-06 
LA 0430-07 
LA 0430-08 
LA 0430-09 
LA 0430-10 
LA 0430-11 
LA 0430-12 
LA 0430-13 
LA 0430-14 
LA 0430-15 
LA 0430-16 
LA 0430-17 
LA 0430-18


                                      -3-
<PAGE>   4


This Agreement is made on the 3rdth day of September 1998.


BY AND BETWEEN:   BOMBARDIER INC. ("Bombardier"), a Canadian corporation
                  through Bombardier Aerospace Regional Aircraft having an
                  office at 123 Garratt Boulevard, Downsview, Ontario, Canada.


AND:              ATLANTIC SOUTHEAST AIRLINES, INC. ("Buyer"), a Georgia
                  corporation having an office at 100 Hartsfield Centre
                  Parkway, Suite 800, Atlanta, Georgia, U.S.A.


WHEREAS           Bombardier is engaged in the manufacture of the Canadair
                  Regional Jet Series 700 aircraft and related products and
                  provides marketing, sales and customer support services for
                  the Canadair Regional Jet Series 700 aircraft and related
                  products;


WHEREAS           Buyer desires to purchase twelve (12) Aircraft (as later
                  defined) and related data, documents, and services under this
                  Agreement (as later defined), and Bombardier desires to
                  arrange for the sale of such Aircraft, data, documents and
                  services to Buyer,


NOW THEREFORE, in consideration of the mutual covenants herein contained, Buyer
and Bombardier agree as follows:


                                      -4-
<PAGE>   5


ARTICLE 1 - INTERPRETATION

1.1      The recitals above have been inserted for convenience only and do not
         form part of this Agreement (as defined hereafter).

1.2      The headings in this Agreement are included for convenience only and
         shall not be used in the construction and interpretation of this
         Agreement.

1.3      In this Agreement, unless otherwise expressly provided or the context
         otherwise requires, the singular includes the plural and vice-versa.

1.4      In this Agreement the following expressions shall, unless otherwise
         expressly provided, mean:

         "Acceptance Period" shall have the meaning attributed to it in Article
         9.3;

         "Acceptance Date" shall have the meaning attributed to it in Article
         9.7 (a);

         "Agreement" means this Purchase Agreement P.A.-0430, including all
         Exhibits, Annexes, Appendices and Letter Agreements attached hereto
         (each of which is incorporated in this Purchase Agreement P.A.-0430 by
         this reference), as they may be amended pursuant to the provisions of
         this Purchase Agreement P.A.-0430;

         "Aircraft" shall have the meaning attributed to it in Article 2.1;

         "Aircraft Purchase Price" shall have the meaning attributed to it in
         Article 4.2;

         "Base Price" shall have the meaning attributed to it in Article 4.1;

         "Bill of Sale" shall have the meaning attributed to it in Article 9.7
         (c);

         "[*        ]" shall have the meaning attributed to it in Article 13.2;

         "Buyer Furnished Equipment" or "BFE" shall have the meaning attributed
         to it in Article 7.2;

         "[*        ]" shall have the meaning attributed to it in Article 8.5;

         "Buyer Selected Optional Features" shall have the meaning attributed
         to it in Article 2.1;

         "Competitor of Bombardier" shall be any person who, directly, or
         indirectly through its affiliates, has substantial operations related
         to the design, development, manufacture and marketing of aerospace
         products;


                                      -5-
<PAGE>   6


         "Delivery Date" shall have the meaning attributed to it in Article 9.7
         (c);

         "Economic Adjustment Formula" shall have the meaning attributed to it
         in Article 4.2;

         "Excusable Delay" shall have the meaning attributed to it in Article
         13.1;

         "FAA" shall mean the Federal Aviation Administration of the United
         States including any Governmental agency of the United States
         succeeding to the authority and jurisdiction of the Federal Aviation
         Administration;

         "Net Purchase Aircraft Price" shall have the meaning attributed to it
         in Letter Agreement 0430-13;

         "Non-Excusable Delay" shall have the meaning attributed to it in
         Article 14.1;

         "Notice" shall have the meaning attributed to it in Article 17.1;

         "Other Patents" shall have the meaning attributed to it in Article
         18.1;

         "Original Scheduled Delivery Date" shall mean the earlier of (i) the
         last business day of the month containing the applicable Scheduled
         Delivery Date of an Aircraft or (ii) the Readiness Date (which shall
         be within the month of the applicable Scheduled Delivery Date)
         established pursuant to Article 9.1. (e) for such Aircraft;

         "Permitted Change" shall have the meaning attributed to it in Article
         11.2;

         "Prime Rate" shall be the U.S. prime rate designated as such and
         charged by The Chase Manhattan Bank from time to time;

         "Readiness Date" shall have the meaning attributed to it in Article
         9.1. (e);

         "Regulatory Change" shall have the meaning attributed to it in Article
         8.4;

         "Scheduled Delivery Dates" shall have the meaning attributed to it in
         Article 6.1;

         "Specification" shall have the meaning attributed to it in Article 2.1;

         "Successor in Interest" shall mean any entity succeeding in interest
         to a party hereto as a result of a merger, stock sale,
         recapitalization, reorganization, consolidation, or sale of all or
         substantially all of the assets of said party;

         "Taxes" shall have the meaning attributed to it in Article 4.3; and

         "TC" shall have the meaning attributed to it in Article 8.1.


                                      -6-
<PAGE>   7


1.5      All dollar amounts in this Agreement are in United States Dollars.

1.6      All capitalized terms not expressly defined under this Article 1 and
         used elsewhere in this Agreement shall have the meanings ascribed to
         such capitalized terms elsewhere herein.

                                      -7-
<PAGE>   8


ARTICLE 2 - SUBJECT MATTER OF SALE

2.1      Subject to the provisions of this Agreement, Bombardier will sell and
         Buyer will purchase twelve (12) Canadair Regional Jet Series 700
         aircraft model CL-600-2C10 manufactured pursuant to preliminary type
         specification No. RAD-670-113 Issue NC dated August 28, 1998, attached
         hereto as Appendix III, as that specification may be modified from
         time to time in accordance with this Agreement (the "Specification"),
         reflecting the incorporation of the Buyer selected optional features
         ("Buyer Selected Optional Features") set forth in Appendix IV hereto
         (collectively the "Aircraft").


                                      -8-
<PAGE>   9


ARTICLE 3 - CUSTOMER SUPPORT SERVICES AND WARRANTY

3.1      Bombardier shall provide to Buyer the customer support services
         pursuant to the provisions of Annex A attached hereto.

3.2      Bombardier shall provide to Buyer the warranty and the service life
         policy described in Annex B attached hereto.

3.3      Except as expressly stated in Annex A or Annex B, the services
         referred to in 3.1 and 3.2 above are incidental to the sale of the
         Aircraft and are included in the Aircraft Purchase Price.


                                      -9-
<PAGE>   10


ARTICLE 4 - PRICE

4.1      (a)      The base price for each of the Aircraft (excluding the Buyer
                  Selected Optional Features) is based on Bombardier delivering
                  the Aircraft to Buyer at Bombardier's facilities in Dorval,
                  Quebec and is [*

                                          ] expressed in [*          ] dollars.

         (b)      The base price of the Buyer Selected Optional Features is [*

                                          ] expressed in [*          ] 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").

4.2      The price of the Aircraft shall be the Base Price adjusted for changes
         made pursuant to Article 11.1, if any, and [* ] if any, and further
         adjusted to reflect economic fluctuations during the period from [* ]
         to the Delivery Date (or such other date expressly provided herein) of
         each Aircraft except to the extent all or any portion of such
         adjustment is not applicable as expressly provided elsewhere herein
         ("Aircraft Purchase Price"). Such adjustments shall be calculated in
         accordance with the economic adjustment formula attached as Appendix I
         ("Economic Adjustment Formula").

4.3      The Aircraft Purchase Price does not include any taxes, fees or duties
         including, but not limited to, sales, use, value added (including the
         Canadian Goods and Services Tax), personal property, gross receipts,
         franchise, excise taxes, assessments or duties ("Taxes") which are or
         may be imposed by law upon Bombardier, any affiliate of Bombardier,
         Buyer or the Aircraft whether or not there is an obligation for
         Bombardier to collect same from Buyer, by any taxing authority or
         jurisdiction occasioned by, relating to or as a result of the
         execution of this Agreement or the sale, lease, delivery, storage, use
         or other consumption of any Aircraft, BFE or any other matter, good or
         service provided under or in connection with this Agreement.

4.4      Upon Bombardier's request, Buyer shall execute and deliver to
         Bombardier any documents that Bombardier deems necessary or desirable
         in connection with any exemption from or reduction of or the
         contestation of or the defense against any imposition of Taxes,
         provided that, such execution and delivery of said documents does not
         prejudice Buyer's rights. Upon Buyer's request, Bombardier shall
         execute and deliver to Buyer any documents that Buyer deems necessary
         or desirable in connection with any exemption from or reduction of or
         the contestation of or the defense against any imposition of Taxes,
         provided that, such execution and delivery of said documents does not
         prejudice Bombardier's rights. 

                                     -10-
<PAGE>   11
ARTICLE 5 - PAYMENT

5.1      Intentionally left blank.

5.2      Buyer shall make payment or cause payment to be made of the [*       ]
         Purchase Price for each Aircraft on delivery of such Aircraft.

5.3      Should Buyer fail to make the required [*                             ]
          of this Agreement on or before the stipulated date and [*            
                                                        ], this Agreement shall
         automatically terminate and Bombardier shall have no further
         obligation to Buyer with respect to undelivered Aircraft, including
         the obligation to proceed further with the manufacture of the Aircraft
         on behalf of Buyer or the sale and/or delivery of the Aircraft to
         Buyer [*                                                             ].
         Bombardier shall have the option (but not the obligation) of waiving 
         such termination should Buyer make arrangements satisfactory to 
         Bombardier for such payment and all future payments within ten (10) 
         calendar days of termination.

5.4      Buyer shall pay Bombardier simple daily interest on late payments,
         from the date that any payment becomes due up to and including the day
         prior to receipt of payment, at a rate of [*
                        ], calculated and compounded annually.
         Bombardier's right to receive such interest is in addition to any
         other right or remedy (other than the right or remedy to be paid
         interest) Bombardier has at law as a result of Buyer's failure to make
         payments when due.

5.5      Buyer shall make all payments due from Buyer to Bombardier under this
         Agreement in immediately available funds by deposit on or before the
         due date to Bombardier's account in the following manner:

         (a) Transfer to:           [*                        ]

         (b) Beneficiary:           [*                        ]

         (c) For further credit to: [*                        ]

5.6      All other amounts due, as agreed to by the parties, with respect to
         each Aircraft shall be paid on or prior to the Delivery Date of the
         respective Aircraft.

5.7      All payments provided for under this Agreement shall be made so as to
         be received in immediately available funds on or before the dates
         stipulated herein.


                                     -11-
<PAGE>   12


5.8      Bombardier shall remain the exclusive owner of the Aircraft, free and
         clear of all rights, liens, charges or encumbrances created by or
         through Buyer, until such time as all payments referred to in this
         Article 5 have been made.

5.9      Any payment or refund that might be due from Bombardier to Buyer under
         this Agreement shall be made in immediately available funds by deposit
         on or before the due date to Buyer's account in the following manner:

                Bank Name:          [*                              ]
                For credit of:      [*               ]                
                Account No.:        [*               ]
                ABA #               [*               ]


                                     -12-
<PAGE>   13


ARTICLE 6 - DELIVERY PROGRAM

6.1      The Aircraft shall be offered for inspection and acceptance to Buyer
         at Bombardier's facility in Dorval, Quebec during the months set forth
         in Appendix II attached hereto as same may be modified from time to
         time by Change Order or other amendment in accordance with the terms
         of this Agreement (the "Scheduled Delivery Dates").


                                     -13-
<PAGE>   14


ARTICLE 7 - BUYER INFORMATION

7.1      During the manufacture of the Aircraft, Buyer shall provide to
         Bombardier at least [*                                                ]
         prior to the Scheduled Delivery Date of the first Aircraft all
         information as Bombardier may reasonably request to manufacture the
         Aircraft including, without limitation, the selection of furnishings,
         internal and external colour schemes.

         Buyer shall provide Bombardier with an external paint scheme and
         internal colours agreed on by the parties.

7.2      Buyer shall notify Bombardier in writing [* ] prior to the Scheduled
         Delivery Date of the first Aircraft of the Buyer Furnished Equipment
         ("BFE") (if any) that Buyer wishes to have incorporated into each
         Aircraft. Buyer shall also provide details of:

         a.       weights and dimensions of the BFE;
         b.       test equipment or special tools required to incorporate the
                  BFE;
         c.       any other information Bombardier may reasonably require; and
         d.       the proper storage, fitment, servicing, maintenance,
                  operation and availability of test equipment or special tools
                  needed for the BFE.

         Within [*           ] thereafter, Bombardier shall advise Buyer of its
         acceptance or rejection of the BFE, of the dates by which each item of
         BFE is required by Bombardier and of the first succeeding Aircraft
         delivery in which the BFE can be incorporated. If required, the
         parties hereto shall execute a Change Order in accordance with this
         Article to cover those BFE items accepted by Bombardier pursuant to
         Article 7.2.

7.3      The BFE accepted by Bombardier pursuant to Article 7.2 shall be
         incorporated in the manufacturing process of the Aircraft subject to
         the following conditions:

         a.       The BFE must be received F.O.B. Bombardier's plant or such
                  other place as Bombardier may designate, no later than the
                  date agreed upon between Buyer and Bombardier, free and clear
                  of any taxes, duties, licenses, charges, liens or other
                  similar claims;

         b.       The BFE shall meet:

                  1)       the standards of quality of Bombardier, and
                  2)       the requirements of the applicable airworthiness
                           certification agency;

         c.       The BFE shall be delivered to Bombardier in good condition
                  and ready for immediate incorporation into the Aircraft.
                  Bombardier shall, upon receipt, inspect the BFE as to quality
                  and apparent defects and inform Buyer of any discrepancies
                  and any required corrective actions to be taken;


                                     -14-
<PAGE>   15


         d.       Bombardier shall only be responsible for the fitment and
                  testing of the BFE in the Aircraft (with the exception of any
                  BFE that may be installed by Buyer on the Aircraft after
                  delivery of same to Buyer which shall remain the
                  responsibility of Buyer) using reasonable care and good
                  manufacturing practices, in accordance with Buyer's written
                  detailed description of the dimensions and weight of such
                  BFE.

7.4      If at any time between receipt of the BFE by Bombardier and the
         Delivery Date for any Aircraft in which such BFE is to be
         incorporated, it is mutually agreed that an item of BFE supplied does
         not meet the standards and requirements of Article 7.3 or its fitment,
         integration and testing in the Aircraft or Aircraft systems create
         delays in the manufacturing or certification process, then such BFE
         shall be removed and replaced by other BFE or by Bombardier's
         equipment unless Buyer requests delivery of the Aircraft without
         inclusion of such BFE. Any costs associated with the removal,
         refitment, replacement, testing and/or certification of the BFE and
         the price of the equipment provided in substitution for any BFE by
         Bombardier, if applicable, shall be borne by Buyer.

7.5      In the event that delivery of an Aircraft in which BFE is to be
         incorporated is delayed due to any delay caused by Buyer's failure to:

         a.       deliver, or have the applicable BFE delivered by the date
                  required;
         b.       ensure satisfactory operation of the applicable BFE;
         c.       furnish or obtain applicable BFE data;
         d.       perform any adjusting, calibrating, retesting or updating of
                  applicable BFE;
         e.       furnish or obtain any approvals in compliance with the
                  provisions of this Article; or
         f.       comply with the conditions of Article 7.1 and/or 7.3;

         Bombardier agrees to discuss with Buyer and, where appropriate, agree
         with Buyer on the steps to be taken to minimize, cure, eliminate or
         work around the delay, but any delay incurred shall be the
         responsibility of Buyer and Buyer shall pay to Bombardier any costs
         and expenses reasonably incurred by Bombardier due to such delay.

7.6      Title to the BFE shall remain at all times with Buyer and risk of loss
         of the BFE shall remain at all times with Buyer, [*                  ].


                                     -15-
<PAGE>   16


7.7      If this Agreement is terminated in whole or in part in accordance with
         the provisions of this Agreement, Bombardier may elect to, by written
         notice to Buyer, either:

         a.       purchase the BFE ordered by Buyer and/or received by
                  Bombardier at the invoice price paid by Buyer; or

         b.       return the BFE to Buyer FOB Bombardier's plant, or such other
                  place to which the BFE was delivered pursuant to Article 7.3
                  a. above.


                                     -16-
<PAGE>   17


ARTICLE 8 - CERTIFICATION FOR EXPORT

8.1      Bombardier shall, prior to the delivery of the first Aircraft, obtain
         from Transport Canada ("TC"), a TC Type Approval (Transport Category)
         and from the FAA an FAA Type Certificate for the type of aircraft
         purchased under this Agreement.

8.2      Bombardier shall provide to Buyer a TC Certificate of Airworthiness
         (Transport Category) for export, on or before the Delivery Date of
         each Aircraft, which will bear a statement of compliance with the type
         certificate which will make such Aircraft immediately eligible for the
         issuance of and enable Buyer to obtain an FAA Certificate of
         Airworthiness for such Aircraft.

8.3      Bombardier shall not be obligated to obtain any certificates or
         approvals as part of this Agreement other than those specified in 8.1
         and 8.2 above or in any other provision of this Agreement expressly
         providing that Bombardier provide a certificate or approval. The
         obtaining of any import license or authority required to import or
         operate the Aircraft into any country outside of Canada shall be the
         responsibility of Buyer. Bombardier shall, to the extent permitted by
         law, and with Buyer's assistance, seek the issuance of a Canadian
         export license to enable Buyer to export the Aircraft from Canada
         subject to prevailing export control regulations in effect on the
         Delivery Date.

8.4      If any addition to, or change to, or modification to, or testing of,
         an Aircraft is required or will be required by the passage of time by
         any change in law or governmental regulation or requirement (including
         without limitation an airworthiness directive) or interpretation
         thereof by any governmental agency having jurisdiction, including,
         without limitation, the FAA, in order to meet the requirements of
         Article 8.2 and occurring before, on or after the date hereof but
         prior to delivery of an Aircraft (a "Regulatory Change"), unless
         otherwise provided by this Agreement, [*
                     ] to the affected Aircraft on or prior to the deadline for
         accomplishing such Regulatory Change provided that in discharging its
         obligations hereunder [*
                     
                                                                             ].

8.5      A Regulatory Change shall be made by Bombardier [*                    ]

         unless such Regulatory Change is a "[*                              ]".
         As used herein, a [*                                                 ]
         shall mean any [* 
                                                                        ]
         which either (a) is imposed by the [*          ] or any governmental 
         division of [*                                ] and applicable to all
         aircraft in general or to all aircraft of the same category as the 
         Aircraft or (b) is imposed by the [*         ] or any governmental 
         division of the [*                                            ] and is
         [*                                                    ]. [* ] shall be
         responsible for [*     ] reasonable price for making such [* 
                                                      ] an Aircraft.


                                     -17-
<PAGE>   18


8.6      Bombardier shall issue a Change Order (as hereinafter defined),
         reflecting any Regulatory Change required to be made under this
         Article 8, which shall set forth in detail the particular changes to
         be made and the effect, if any, of such changes on design,
         performance, weight, balance, time of delivery, and, for [* ], on the
         [* ]and [* ]. Any Change Orders issued pursuant to this Article shall
         be effective and binding from the date of Bombardier's transmittal of
         such Change Order. Although Buyer's consent to said Change Order is
         not required, Bombardier agrees to consult with Buyer regarding the
         change proposed by Bombardier to implement such Regulatory Change.

8.7      If the use of any of the certificates identified in this Article 8 are
         discontinued during the performance of this Agreement, reference to
         such discontinued certificate shall be deemed a reference to any other
         certificate or instrument which corresponds to such certificate or, if
         there should not be any such other certificate or instrument, then
         Bombardier shall be deemed to have obtained such discontinued
         certificate(s) upon demonstrating that the Aircraft complies with the
         Specification.

8.8      Reference to a regulatory authority shall include any succeeding
         department or agency then responsible for the duties of said
         regulatory authority.


                                     -18-
<PAGE>   19


ARTICLE 9 - ACCEPTANCE PROCEDURE

9.1      Bombardier shall:

         (a)      reconfirm the Scheduled Delivery Date [*              ] of 
                  each Aircraft to Buyer not later than [*                     ]
                  prior to the Scheduled Delivery Date of the first Aircraft
                  provided that such reconfirmation shall not alter Appendix
                  II. Bombardier shall reconfirm the Scheduled Delivery Date [*
                          ] of each Aircraft to Buyer not later than [* 
                                    ] prior to the Scheduled Delivery Date of 
                  the first Aircraft; provided that (1) all such reconfirmed
                  Scheduled Delivery Dates [*        ] shall be consistent with 
                  those [*                     ] originally provided under 
                  Appendix II and (2) upon such reconfirmation, the parties
                  shall [* 

                           ] for each Aircraft as provided under such
                  reconfirmation.

         (b)      conduct CRJ-700 program reviews with Buyer, no more
                  frequently than [*    ], to provide information concerning the
                  status and progress related to the [*




                                                                             ].

         (c)      give Buyer at least [*               ] advance notice of the 
                  projected two (2) weeks during which each Aircraft may be
                  ready for inspection and delivery.

         (d)      give Buyer at least [*               ] advance notice of the
                  projected date of readiness of each Aircraft for inspection
                  and delivery.

         (e)      give Buyer at least [*                       ] advance notice
                  of the date on which an Aircraft will be ready for Buyer's
                  inspection, flight test and acceptance (the "Readiness
                  Date"). Bombardier shall provide Buyer, coincident with the
                  [*                          ] notice establishing the 
                  Readiness Date, written notice of [* 
                           ] due on delivery of such Aircraft, which notice 
                  shall contain evidence of the appropriate calculations
                  supporting such amount.

9.2      Within two (2) days following receipt by Buyer of the notice of
         Readiness Date, Buyer shall:

         (a)      provide notice to Bombardier as to the source and method of
                  payment of the [* 
                                                      ];


                                     -19-
<PAGE>   20


         (b)      identify to Bombardier the names of Buyer's representatives
                  who will participate in the inspection, flight test and
                  acceptance; and

         (c)      provide evidence of the authority of the designated persons
                  to execute the Certificate of Acceptance and other delivery
                  documents on behalf of Buyer.

9.3      Buyer shall have three (3) consecutive working days commencing on the
         Readiness Date in which to complete the inspection and flight test
         (such three (3) working day period being the "Acceptance Period").

9.4      Up to four (4) representatives of Buyer may participate in Buyer's
         ground inspection of the Aircraft and two (2) representatives of Buyer
         may participate in the flight tests, provided that, at least one of
         such representative's, duly and properly endorsed, shall be entitled
         to sit in the cockpit of the Aircraft during such flight test.
         Bombardier shall, if requested by Buyer, perform an acceptance flight
         of not less than one (1) and not more than three (3) hours duration.
         Ground inspection and flight tests shall be conducted in accordance
         with those acceptance procedures to be mutually agreed upon by the
         parties and, except for Buyer's representative's travel and living
         expenses, [*                                                        ].
         Such acceptance procedures to be agreed upon no later than [*         ]
         prior to the Scheduled Delivery Date of the first Aircraft. At all
         times during ground inspection and flight test, Bombardier shall
         retain control over the Aircraft. The agreed acceptance testing
         procedures shall be sufficient to reasonably demonstrate the
         Aircraft's compliance with the Specifications and, subject to the
         following sentence, the [*
                   ]. Buyer shall be entitled to require on ten (10) days prior
         written notice to Bombardier, [* 
                                                                              ] 
         on (a) each of [*                                     ] 
         delivered hereunder, (b) every [*                ] thereafter delivered
         hereunder, and (c) on any Aircraft to be delivered hereunder [* 
                                                                  ]. Bombardier
         shall, in connection with and for purposes of Buyer's participation in
         such ground inspection and flight test, cause [*                      ]
         and shall cause [*
                  ] and shall furnish [* 

                                             ].

9.5      If no Aircraft defect or discrepancy is revealed during the ground
         inspection or flight test, Buyer shall accept the Aircraft on or
         before the last day of the Acceptance Period in accordance with the
         provisions of Article 9.7.

9.6      If any material defect or discrepancy in the Aircraft is revealed by
         Buyer's ground inspection or flight test, the defect or discrepancy
         will promptly be corrected by Bombardier, at no cost to Buyer, which
         correction may occur during or after the Acceptance Period depending
         on the nature of the defect or discrepancy and of the time required
         for correction provided, that, Bombardier will use its good faith
         efforts to correct


                                     -20-
<PAGE>   21


         any such defect or discrepancy on or before expiration of the
         Acceptance Period and allowing sufficient time before such expiration
         to permit the conduct of additional test flights. To the extent
         necessary to verify such correction, Bombardier shall perform one (1)
         or more further acceptance flights. Should such correction cause the
         delivery of the Aircraft to be postponed to the succeeding month, the
         [*

                           ].

9.7      Upon completion of the ground inspection and acceptance flight of the
         Aircraft and correction of any defects or discrepancies:

         (a)      Buyer will sign a Certificate of Acceptance (in the form of
                  Exhibit I hereto) for the Aircraft. Execution of the
                  Certificate of Acceptance by or on behalf of Buyer shall be
                  evidence of Buyer having examined the Aircraft and found it
                  in accordance with the provisions of this Agreement. The date
                  of signature of the Certificate of Acceptance shall be the
                  "Acceptance Date";

         (b)      Bombardier will supply a TC Certificate of Airworthiness for
                  Export and all other documentation or other evidence required
                  under Article 8.2 of this Agreement;

         (c)      Buyer shall pay Bombardier the balance of the [* ] and any
                  other amounts agreed by the parties that are due, at which
                  time Bombardier shall issue an FAA bill of sale and a full
                  warranty bill of sale (in the form of Exhibit II hereto)
                  passing to Buyer good title to the Aircraft free and clear of
                  all liens, claims, charges and encumbrances except for those
                  liens, charges or encumbrances created by or claimed through
                  Buyer (collectively the "Bill of Sale"). The date on which
                  Bombardier delivers the Bill of Sale and Buyer takes delivery
                  of the Aircraft shall be the "Delivery Date" for such
                  Aircraft; and

         (d)      Unless waived by Buyer, Bombardier shall supply a legal
                  opinion opining on due authorization, execution and delivery
                  of the Warranty Bill of Sale and that the Warranty Bill of
                  Sale is legal, valid and a binding obligation of Bombardier,
                  in accordance with its terms. The legal opinion shall be in a
                  form to be mutually satisfactory and agreed upon by the
                  parties within ten (10) days after the execution and delivery
                  of this Agreement and may be provided in whole or in part by,
                  or in reliance on an opinion issued by a duly admitted lawyer
                  employed by the legal department of Bombardier.

         Delivery of the Aircraft shall be evidenced by the execution and
         delivery of the Bill of Sale and of the Certificate of Receipt of
         Aircraft (in the form of Exhibit III hereto).

9.8      Provided that Bombardier has met all of its obligations under this
         Article 9, should Buyer not accept, pay for and take delivery of any
         of the Aircraft within [*


                                     -21-
<PAGE>   22

                            ] after the end of the Acceptance Period of
         such Aircraft, Buyer shall be deemed to be in default of the terms of
         this Agreement.

9.9      Provided that Bombardier has met all of its obligations under this
         Article 9, should Buyer not accept, pay for and/or take delivery of
         any one of the Aircraft within [*
                           ] following the end of the Acceptance Period, the
         present Agreement shall automatically terminate or, at Bombardier's
         option; terminate solely with respect to such Aircraft. Bombardier
         shall however, have the option (but not the obligation) of waiving
         such termination should Buyer, within ten (10) calendar days following
         such termination, make arrangements satisfactory to Bombardier to
         accept delivery and provide payment for all amounts owing or to become
         due pursuant to this Agreement.

9.10     Each Aircraft subject to delivery hereunder shall be full of fuel and
         oil at the time of such delivery and shall have no more (unless
         otherwise mutually agreed) than [*        ] of operational time on the
         Aircraft or any component thereof, unless necessary to comply with a
         Regulatory Change or any other change requested by Buyer. Bombardier
         will not demonstrate an Aircraft allocated to Buyer without Buyer's
         prior written consent.


                                     -22-
<PAGE>   23


ARTICLE 10 - TITLE AND RISK

10.1     Title to the Aircraft and risk of loss of or damage to the Aircraft
         passes to Buyer upon Buyer's execution of the Certificate of Receipt
         for the Aircraft and when Bombardier delivers the Bill of Sale to
         Buyer on the Delivery Date.

10.2     If, after transfer of title on the Delivery Date, the Aircraft remains
         in or is returned to the care, custody or control of Bombardier, Buyer
         shall retain risk of loss of, or damage to the Aircraft and for itself
         and on behalf of its insurer(s) hereby waives and renounces to, and
         releases Bombardier and any of Bombardier's affiliates from any claim,
         whether direct, indirect or by way of subrogation, for damages to or
         loss of the Aircraft arising out of, or related to, or by reason of
         such care, custody or control provided, that [*

                           ].


                                     -23-
<PAGE>   24


ARTICLE 11 - CHANGES

11.1     Except for a Permitted Change as described in Article 11.2 or a
         Regulatory Change as described in Article 8.4, which Regulatory Change
         requires the issuance of a Change Order that need not be mutually
         agreed by the parties, any change to this Agreement (including without
         limitation the Specification) or any features or BFE, if any, changing
         the Aircraft from that described in the Specification attached hereto,
         requested by Buyer, and as may be mutually agreed upon by the parties
         hereto, shall be made using a change order ("Change Order")
         substantially in the format of Exhibit IV hereto. Should Buyer request
         a change, Bombardier shall advise Buyer, to the extent reasonably
         practical prior to issuance to Buyer of any Change Order covering such
         requested change, of the effect, if any, of such change request on:

         (a)      the Scheduled Delivery Date;
         (b)      the price and payment terms applicable to such Change Order;
                  and
         (c)      any other material provisions of this Agreement which will be
                  affected by such Change Order.

         Such Change Order shall become effective and binding on the parties
         hereto when signed by a duly authorized representative of each party.

11.2     Bombardier, prior to the Delivery Date and without a Change Order or
         Buyer's consent, may:

         (a)      substitute the kind, type or source of any material, part,
                  accessory or equipment with any other material, part,
                  accessory or equipment of like, equivalent or better kind or
                  type; or
         (b)      make such change or modification to the Specification as it
                  deems appropriate to: 

                  1)       improve the Aircraft, its maintainability or
                           appearance, or
                  2)       to prevent delays in manufacture or delivery, or
                  3)       to meet the requirements of Articles 2 and 8, other
                           than for a Regulatory Change to which other
                           provisions of this Agreement apply,

         provided that such substitution, change or modification shall not
         affect the Aircraft Purchase Price or materially and adversely affect
         the [*
                           ], the Scheduled Delivery Date, interchangeability
         or replaceability of Spare Parts (as defined in Annex A hereto) or
         performance characteristics of the Aircraft. Any change made in
         accordance with the provisions of this Article 11.2 shall be deemed to
         be a "Permitted Change" and the cost thereof shall be borne by
         Bombardier, Bombardier shall provide notice to Buyer of any Permitted
         Change if the same is determined by Bombardier in its reasonable
         judgment to be material in nature.


                                     -24-
<PAGE>   25


ARTICLE 12 - BUYER'S REPRESENTATIVES AT MANUFACTURE SITE

12.1     From time to time, commencing with the date of this Agreement and
         ending with the Delivery Date of the last Aircraft purchased
         hereunder, Bombardier shall furnish, without charge, office space at
         Bombardier's facility for one (1) representative of Buyer. Buyer shall
         be responsible for all expenses of its representative and shall notify
         Bombardier by facsimile at least fifteen (15) calendar days prior to
         the first scheduled visit of such representative and three (3) days
         for each subsequent visit.

12.2     Bombardier's and Bombardier's affiliates facilities shall be
         accessible to Buyer's representative during normal working hours.
         Buyer's representative shall have the right to periodically observe
         the work at Bombardier's or Bombardier's affiliates' facilities where
         the work is being carried out provided there shall be no disruption in
         the performance of the work.

12.3     Bombardier shall advise Buyer's representative of Bombardier's or
         Bombardier's affiliates' rules and regulations applicable at the
         facilities being visited and Buyer's representative shall conform to
         such rules and regulations.

12.4     At any time prior to delivery of the Aircraft, Buyer's representative
         may request, in writing, correction of parts or materials which they
         reasonably believe are not in accordance with the Specification.
         Bombardier shall provide a written response to any such request.
         Communication between Buyer's representative and Bombardier shall be
         solely through Bombardier's Contract Department or its designate.


                                     -25-
<PAGE>   26


ARTICLE 13 - EXCUSABLE DELAY

13.1     Notwithstanding any other provision to the contrary contained herein,
         in the event of a delay on the part of Bombardier in the performance
         of its obligations or responsibilities under the provisions of this
         Agreement due directly or indirectly to an Excusable Delay (as
         hereinafter defined), Bombardier shall not be liable for, nor be
         deemed to be in default under this Agreement on account of such delay
         in the delivery of the Aircraft or the performance of other
         obligations or responsibilities hereunder and the time fixed or
         required for the performance by either party of any obligation or
         responsibility in this Agreement shall be extended for a period equal
         to the period during which said Excusable Delay or the effect thereof
         persists. For purposes of this Agreement "Excusable Delay" shall mean
         an event or occurrence which is not within the commercially reasonable
         control of Bombardier or not caused by the negligent acts or omissions
         of Bombardier and impedes Bombardier's ability to timely perform its
         obligations or responsibilities under this Agreement (taking into
         account other commercially reasonable and practicable suppliers or
         resources available to Bombardier). Excusable Delay shall include, but
         not be limited to: an act of God, war, state of war, civil war,
         warlike operations, act of the enemy, armed aggression, insurrection,
         civil commotion, riot, embargo, epidemic, quarantine, flood,
         earthquake, lightning, windstorm or other condition or action of
         nature, fire, explosion or other catastrophic or serious accident,
         strikes, lock-out, walk-out, or other labour troubles causing
         cessation, slow-down or interruption of work, lack or shortage or
         delay in delivery of supplies, materials, accessories, equipment,
         tools or parts, provided another reasonable and practicable source or
         measure to avoid such were not available to Bombardier, delay or
         failures of carriers, subcontractors or suppliers provided the same
         are ordered in a timely manner, an act of government, legislation,
         act, order, directive or regulation of duly constituted authority
         having jurisdiction or a Regulatory Change (unless issued solely as a
         result of a defect in the Aircraft), or delay in obtaining any
         airworthiness approval or certificate, or TC Type Approval (Transport
         Category) or by reason of any agreed change made by Bombardier which
         cannot, after application of each party's commercially reasonable
         efforts, be complied with within the time performance envisaged under
         this Agreement. Promptly upon Bombardier's awareness of the occurrence
         of any event which, in Bombardier's reasonable estimation will or is
         likely to cause an Excusable Delay, Bombardier shall notify Buyer of
         same and the expected delay duration if known. The occurrence of an
         event constituting an Excusable Delay shall continue as such only for
         so long as the cause or the effects thereof persist and Bombardier
         shall promptly recommence the performance of its affected obligations
         upon cessation of the cause and effects giving rise to Excusable
         Delay. Bombardier shall at all times during the existence of an
         Excusable Delay, dedicate its commercially reasonable efforts to
         mitigate the impact of same upon Bombardier's obligations or
         responsibilities.

13.2     [*DELETED IN ITS ENTIRETY]


                                     -26-
<PAGE>   27


13.3     (a)      If Bombardier concludes, based on its appraisal of the facts
                  and normal scheduling procedures, that due to Excusable Delay
                  delivery of any Aircraft will be delayed for more than [* ]
                  after the Scheduled Delivery Date or any revised date agreed
                  to in writing by the parties, Bombardier shall promptly
                  notify Buyer in writing and [*

                                                     ].

         (b)      If, due to Excusable Delay, delivery of any Aircraft is
                  delayed for more than [* ] after the Scheduled Delivery Date,
                  [*

                                                                             ].

         (c)      If Buyer concludes, based on its appraisal of the facts that
                  a [* ] will delay delivery of any Aircraft for more than [* ]
                  after its Scheduled Delivery Date, Buyer shall promptly
                  notify Bombardier in writing. [*



                                                                             ].

         (d)      [*







                           ]. In the event of a mutually agreed amendment to the
                  Delivery Schedule contained in Appendix II hereto, the
                  parties agree to review the [*                         ]
                  mentioned above. In the event that [*


                           ] agrees to dedicate its commercially  reasonable
                  efforts to mitigate the impact of the Excusable Delay giving 
                  rise to [*
                                    ] with the objective of either re-commencing
                  delivery of the Aircraft affected by such Excusable Delay to 
                  Buyer or [*

                                            ], this  Agreement  shall be  
                  amended in such manner as is mutually acceptable to [*
                                                               ].


                                     -27-
<PAGE>   28


         (e)      In the event of an Excusable Delay [*                   ],
                  unless otherwise agreed, Buyer shall not be obligated to take
                  delivery of more than two (2) Aircraft in any month.

13.4     [*                         ] shall discharge all obligations and  
         liabilities of Buyer and Bombardier hereunder with respect to [*
                          ], except that Bombardier shall on or before five (5)
         business days after [* ] for such terminated Aircraft [*


                           ].

13.5     [*DELETED IN ITS ENTIRETY]

13.6     If, as a result of an Excusable Delay [*             ], delivery of an
         Aircraft will be delayed to a date beyond the Scheduled Delivery Date
         or any revised date previously agreed to in writing by the parties, [*


                                                     ] shall be adjusted 
         accordingly. Upon expiration of such [*                               ]
         shall be made while delivery is delayed for Excusable Delay [*
                                     ].


                                     -28-
<PAGE>   29


ARTICLE 14 - NON-EXCUSABLE DELAY

14.1     [*DELETED IN ITS ENTIRETY]

14.2     Buyer will not have the right to refuse to take delivery of any
         Aircraft because of a Non-Excusable Delay unless and until the [*

                                                                            ].
         If Bombardier has not offered an Aircraft for inspection and acceptance
         [*

                                                                             ].
         Buyer agrees to deliver a written notice to Bombardier at least [* 
                           ] prior to the [*                    ]; which notice
         may be delivered prior to the expiration of the [*                   ]
         in which case such notice shall not become effective earlier than the
         [* 
                           ]. If, Bombardier offers such Aircraft for inspection
         and acceptance prior to the effective date of such notice, Buyer may
         not refuse to take delivery of such Aircraft because of [*

                           
                            ].

14.3     If as a result of a Non-Excusable Delay, Bombardier shall fail [*

                                                              ], then in the 
         event Bombardier shall additionally fail, as a result of a
         Non-Excusable Delay, to [*


                                                 ].

14.4     If as a result of a Non-Excusable Delay, delivery of the Aircraft is
         delayed to a date, beyond the Original Scheduled Delivery Date, [*

                                                                              ]
         as of the Original Scheduled Delivery Date.

14.5     In the event of a Non-Excusable Delay, unless otherwise agreed, Buyer
         shall not be obligated to take delivery of more than two (2) Aircraft
         in any month.

14.6     [*DELETED IN ITS ENTIRETY]

14.7     [*DELETED IN ITS ENTIRETY]


                                     -29-
<PAGE>   30


ARTICLE 15 - LOSS OR DAMAGE

15.1     In the event that prior to the Original Scheduled Delivery Date for
         any Aircraft, such Aircraft (the "Destroyed Aircraft") is lost,
         destroyed, or damaged beyond repair due to any cause or reason (the
         "Destruction Event"), Bombardier shall promptly notify Buyer in
         writing (a "Destruction Notice") of such Destruction Event.

15.2     This Agreement shall automatically terminate as to such Destroyed
         Aircraft unless Buyer gives Bombardier written notice (the "Buyer's
         Replacement Notice"), within [*                           ] of 
         Buyer's receipt of the Destruction Notice that Buyer desires a
         replacement for such Destroyed Aircraft. If Buyer gives Bombardier a
         Buyer's Replacement Notice, Bombardier shall use commercially
         reasonable efforts to provide Buyer with the next available aircraft
         as a replacement hereunder, subject to Bombardier's other written
         commitments and production lead times. If Buyer gives Buyer's
         Replacement Notice to Bombardier and Buyer and Bombardier agree on a
         Scheduled Delivery Date for the replacement aircraft, [*

                                                                ], except the
         parties shall execute a Change Order to this Agreement which shall set
         forth the Scheduled Delivery Date for such replacement aircraft.
         Nothing contained herein shall obligate Bombardier to manufacture and
         deliver such replacement aircraft if it would require the reactivation
         or acceleration of its production line for the model of aircraft
         purchased hereunder. [*

                                                                         ]

15.3     If the Destruction Event would be treated as an Excusable Delay event
         under Article 13.1, then the Change Order with regard to the
         replacement aircraft shall provide that the [*




                                   ] shall  be made  pending  the  delivery  of
         the replacement aircraft.

15.4     If the Destruction Event would not be treated as an Excusable Delay
         event under Article 13.1, then the Change Order with regard to the
         replacement aircraft shall provide that (i) [*
                           ] and (ii) [*




                                                                             ].


                                     -30-
<PAGE>   31


15.5     If the Destruction Event would be treated as an Excusable Delay event
         under Article 13.1, then upon termination of this Agreement with
         respect to the Destroyed Aircraft in accordance with Article 15.2 all
         obligations and liabilities of Buyer and Bombardier hereunder with
         respect to the Destroyed Aircraft and all related undelivered items
         and services shall be discharged, [*



                                                                            ].

15.6     If the Destruction Event would not be treated as an Excusable Delay
         event under Article 13.1, then upon termination of this Agreement with
         respect to the Destroyed Aircraft in accordance with Article 15.2, [*



                                                                             ].


                                     -31-
<PAGE>   32


ARTICLE 16 - TERMINATION

16.1     This Agreement may be terminated, in whole or in part, with respect to
         any or all of the Aircraft before the Delivery Date by Bombardier or
         Buyer by written notice of termination to the other party upon the
         occurrence of any of the following events:

         (a)      such other party makes an assignment for the benefit of
                  creditors or admits in writing its inability to pay its debts
                  or that it generally does not pay its debts as they become
                  due; or

         (b)      a receiver or trustee is appointed for a party or for
                  substantially all of such party's assets and, if appointed
                  without such party's consent, such appointment is not
                  discharged or stayed within sixty (60) calendar days
                  thereafter; or

         (c)      proceedings or action under any law relating to bankruptcy,
                  insolvency or the reorganization or relief of debtors are
                  instituted by or against a party, and, if contested by such
                  party, are not dismissed or stayed within sixty (60) calendar
                  days thereafter; or

         (d)      any material writ of attachment and execution or any similar
                  process is issued or levied against a party or any
                  significant part of its property and is not released, stayed,
                  bonded or vacated within sixty (60) calendar days after its
                  issue or levy.

16.2     In addition, this Agreement may be terminated, in whole or in part,
         before the Delivery Date with respect to any or all undelivered
         Aircraft

         (a)      as otherwise provided in this Agreement, or

         (b)      by Bombardier, if Buyer is in default or breach of any
                  material term or condition of this Agreement and Buyer does
                  not cure such default or breach within [*
                            ] after receipt of notice from Bombardier  
                  specifying such default or breach, or

         (c)      by Buyer, if Bombardier is in default or breach of any
                  material term or condition of this Agreement and such breach
                  remains uncured for a period of [* 
                                    ] following receipt of a notice from Buyer
                  specifying the nature of default or breach.

16.3     In case of termination of this Agreement by [*
                                                                            ]:

         (a)      all rights (including property rights), if any, which Buyer
                  or its permitted assign may have or may have had in or to
                  this Agreement with respect to and in any or 


                                     -32-
<PAGE>   33


                  all of the applicable undelivered Aircraft shall become null
                  and void with immediate effect; and

         (b)      Bombardier may sell, lease or otherwise dispose of such
                  Aircraft to another party free of any claim by Buyer.

16.4     In addition in the case of a termination by [*
                                                                           ]:

         (a)      [*DELETED IN ITS ENTIRETY]

         (b)      [*






                                                              ].  Bombardier  
                  acknowledges and agrees that should Bombardier fail to
                  perform those obligations required of Bombardier under this
                  Article, irreparable loss and damage will be suffered by
                  Buyer for which no adequate remedy at law may exist and as a
                  result, Buyer shall be entitled to pursue any and all
                  equitable or other remedies necessary or appropriate to
                  enforce and ensure Bombardier's performance of its
                  obligations hereunder such equitable remedies to specifically
                  include, without limitation, seeking any temporary or
                  permanent injunction or other court order requiring specific
                  performance of or fulfillment by, Bombardier of its
                  obligations under this Article. In the event Buyer institutes
                  any such equitable or other legal proceeding requiring
                  Bombardier to perform its obligations under this Article,
                  Bombardier hereby unconditionally and irrevocably waives (i)
                  any requirement that Buyer submit proof of the economic value
                  of any interest sought to be protected under such proceeding,
                  (ii) any requirement that the Buyer post any bond or other
                  security in connection with such proceeding, or (iii) any
                  defense or objection or assertion that such proceeding may
                  not be properly maintained (but preserving to Bombardier all
                  other rights and defenses).

         (c)      [*Deleted in its entirety].

         (d)      Nothing in this Article 16.4 shall affect [*                ],
                  in accordance with the applicable provisions of this
                  Agreement to [* 
                                                                        ].


                                     -33-
<PAGE>   34


16.5     In the case of a termination by [*
                                                              ] 
         with respect to undelivered Aircraft as to which the termination is 
         applicable shall be
         [*

                                                                              ]
         of the effective date of termination.

16.6     Notwithstanding termination of this Agreement for any reason whatsoever
         [*


                                                                             ].

16.7     Notwithstanding termination of this Agreement and except as otherwise
         specifically and expressly provided to the contrary under this
         Agreement, [*


                                                                           ].

16.8     Except as expressly provided [*
                                                      ],  upon  termination  of
         this  Agreement,  Bombardier  shall, within [*

                                                                            ].

16.9     In the event this Agreement is terminated for any reason, the Letter
         Agreements attached hereto shall become null and void unless otherwise
         expressly provided in any said respective Letter Agreement.


                                     -34-
<PAGE>   35


ARTICLE 17 - NOTICES

17.1     Any notice, request, approval, permission, consent or other
         communication ("Notice"), to be given or required under this Agreement
         shall be provided in writing, by registered mail, facsimile, courier,
         or other electronic communication, subject to Article 17.2 and 17.3
         below and provided that no notice shall be sent by mail if disruption
         of postal service exists or is threatened either in the country of
         origin or of destination, by the party giving the Notice and shall be
         addressed as follows:

         (a)      Notice to Bombardier shall be addressed to:

                  Bombardier Inc.
                  Bombardier Aerospace Regional Aircraft
                  123 Garratt Boulevard
                  Downsview, Ontario
                  Canada
                  M3K 1Y5

                  Attention:  Director of Contracts
                  Facsimile:  (416) 375-4533

         (b)      Notice to Buyer shall be addressed to:

                  Atlantic Southeast Airlines, Inc.
                  100 Hartsfield Centre Pkwy., Suite 800
                  Atlanta, Georgia
                  U.S.A., 30354-1356

                  Attention:  Mr. George Pickett
                  Facsimile:  [*                     ]

17.2     Subject to Article 17.3, Notice given in accordance with Article 17.1
         shall be deemed sufficiently given to and received by the addressees:

         (a)      if delivered by hand, on the day when the same shall have
                  been so delivered; or

         (b)      if mailed or sent by courier on the day indicated on the
                  corresponding acknowledgment of receipt; or

         (c)      if sent by facsimile and an acknowledgment of receipt is
                  provided by the addressee, either by dating and initialing
                  the respective facsimile transmission and returning same to
                  the originator, or otherwise. An acknowledgment of receipt
                  shall not constitute the agreement of the addressee as to the
                  content of the Notice but rather shall be conclusive only as
                  to the receipt thereof.


                                     -35-
<PAGE>   36


17.3     Notwithstanding the foregoing, any Notice which communicates an
         alleged breach or default hereunder by any party hereto or exercises
         or waives any right of termination hereunder shall only be given by
         personal delivery, registered mail or courier.


                                     -36-
<PAGE>   37


ARTICLE 18 - INDEMNITY AGAINST PATENT [*
                                                            ] INFRINGEMENT

18.1     In the case of any actual or alleged infringement of any Canadian or
         United States patent or, subject to the conditions and exceptions set
         forth below, any patent issued under the laws of any other country in
         which Buyer from time to time may lawfully operate the Aircraft
         ("Other Patents"), by the Aircraft, or by any system, accessory,
         equipment or part installed in such Aircraft at the time title to such
         Aircraft passes to Buyer, Bombardier shall indemnify, protect and hold
         harmless Buyer from and against all claims, suits, actions,
         liabilities, damages and costs resulting from the infringement,
         excluding any incidental or consequential damages (which include
         without limitation loss of revenue or loss of profit) and Bombardier
         shall, at its option and expense:

         (a)      procure for Buyer the right under such patent to use such
                  system, accessory, equipment or part; or

         (b)      replace such system, accessory, equipment or part with one of
                  the similar nature and quality that is non-infringing; or

         (c)      modify such system, accessory, equipment or part to make same
                  non-infringing in a manner such as to keep it otherwise in
                  compliance with the requirements of this Agreement.

         Bombardier's obligation hereunder shall extend to Other Patents only
         if from the time of design of the Aircraft, system, accessory,
         equipment or part until the alleged infringement claims are resolved:

         (a)      such other country and the country in which the Aircraft is
                  permanently registered have ratified and adhered to and are
                  at the time of the actual or alleged infringement contracting
                  parties to the Chicago Convention on International Civil
                  Aviation of December 7, 1944 and are fully entitled to all
                  benefits of Article 27 thereof; and

         (b)      such other country and the country of registration shall each
                  have been a party to the International Convention for the
                  Protection of Industrial Property (Paris Convention) or have
                  enacted patent laws which recognize and give adequate
                  protection to inventions made by the nationals of other
                  countries which have ratified, adhered to and are contracting
                  parties to either of the forgoing conventions.

18.2     [*DELETED IN ITS ENTIRETY]

         (a)      [*DELETED IN ITS ENTIRETY]


                                     -37-
<PAGE>   38


         (b)      [*DELETED IN ITS ENTIRETY]

         (c)      [*DELETED IN ITS ENTIRETY]

18.3     The foregoing indemnities in 18.1 and 18.2 do not apply (i) to BFE, or
         to avionics, engines or any system, accessory, equipment or part that
         was not manufactured to Bombardier's detailed design or to any system,
         accessory, equipment or part manufactured by a third party to
         Bombardier's detailed design without Bombardier's authorization, [

                                                                             ].

18.4     Buyer's remedies and Bombardier's obligations and liabilities under
         this Article are conditional upon (i) Buyer giving Bombardier written
         Notice within ten (10) days after Buyer receives notice of a suit or
         action against Buyer alleging infringement or within twenty (20) days
         after Buyer receives any other written claim of infringement (ii)
         Buyer uses reasonable efforts in cooperation with Bombardier to reduce
         or mitigate any such expenses, damages, costs or royalties involved
         any costs or expenses incurred by Buyer in so doing being subject to
         indemnification by Bombardier hereunder, and (iii) Buyer furnishes
         promptly to Bombardier all data, papers and records in its possession
         or control necessary or useful to resist and defend against such claim
         or suit. Bombardier may at its option conduct negotiations with any
         party claiming infringement and may intervene in any suit or action.
         Bombardier shall be entitled at any stage of the proceedings to assume
         or control the defense provided, that Bombardier shall not in the
         course of such defense undertake any action or omission which
         prejudices Buyer's rights or interest without Buyer's prior written
         consent which consent shall not be unreasonably withheld. Solely in
         the event that Bombardier assumes control of any defense hereunder,
         Buyer's remedy and Bombardier's obligation and liability are further
         conditional upon Bombardier's prior approval of Buyer's payment or
         assumption of any liabilities, expenses, damages, royalties or costs
         for which Bombardier may be held liable or responsible.


                                     -38-
<PAGE>   39


ARTICLE 19 - LIMITATION OF LIABILITY AND INDEMNIFICATION

19.1     [*DELETED IN ITS ENTIRETY]]

19.2     [*DELETED IN ITS ENTIRETY]

19.3     [*DELETED IN ITS ENTIRETY]

19.4     [*DELETED IN ITS ENTIRETY]

19.5     [*DELETED IN ITS ENTIRETY]

19.6     [*DELETED IN ITS ENTIRETY]

19.7     [*DELETED IN ITS ENTIRETY]

19.8     [*DELETED IN ITS ENTIRETY]

19.9     [*DELETED IN ITS ENTIRETY]

19.10    [*DELETED IN ITS ENTIRETY]

19.11    [*DELETED IN ITS ENTIRETY]

19.12    [*DELETED IN ITS ENTIRETY]

19.13    [*DELETED IN ITS ENTIRETY]

19.14    [*DELETED IN ITS ENTIRETY]


                                     -39-
<PAGE>   40


ARTICLE 20 - ASSIGNMENT

20.1     Either party may assign, sell, transfer or dispose of (in whole or in
         part) any of its rights and obligations hereunder to a wholly owned
         subsidiary or affiliate or to a Successor in Interest provided (i)
         that there is no increase to the liability and/or responsibility of
         the non-assigning party and (ii) that the assigning party remains
         jointly and severally liable with any assignee for the performance of
         its obligation under this Agreement and (iii) in the case of a
         Successor in Interest that such Successor in Interest shall [*
                                                             ],  after   giving
         effect to any such succession (provided that there shall be no [* ]
         requirement imposed after delivery of the last Aircraft and provided
         further, that the application of such [* ] requirement to the
         Incremental Aircraft (as defined in Letter Agreement No. 0430-01)
         shall be reviewed at the time of exercise of the right to purchase
         same.

20.2     Except as provided in Article 20.1 or 20.5, neither Buyer nor
         Bombardier shall assign, sell, transfer or dispose of (in whole or in
         part) any of its rights or obligations hereunder without the other
         parties prior written consent, such consent not to be unreasonably
         withheld. In the event of such assignment, sale, transfer or
         disposition Buyer or Bombardier as applicable shall remain jointly and
         severally liable with any assignee for the performance of all and any
         of the assigning party's obligations under this Agreement. In the
         event of an assignment by Buyer, Bombardier reserves the right as a
         condition of its consent to amend one or more of the terms and
         conditions of this Agreement.

20.3     Notwithstanding Article 20.2 above, Buyer may assign, after transfer
         of title to any one or more of the Aircraft, its rights under this
         Agreement to a third party purchaser of any one or more of the
         Aircraft, provided said third party acknowledges in writing to be
         bound by the applicable terms and conditions of this Agreement,
         including but not limited to the provisions and limitations as
         detailed Annex A, Customer Support Services, Annex B, Warranty and
         Service Life Policy and of the provisions and limitations in
         Limitation of Liability as defined in Article 19 hereof and Indemnity
         Against Patent [*
                           ] as defined in Article 18 hereof and any other
         on-going obligations of Buyer, which shall apply to it to the same
         extent as if said third party was Buyer hereunder, provided however,
         that there is no increase to the liability and/or responsibility of
         Bombardier.

20.4     Subject to Buyer's rights, defenses and claims herein, Bombardier may
         only assign its rights to receive money hereunder without the prior
         consent of Buyer provided that such third-party assignee shall
         acknowledge in writing that it shall be bound by the applicable terms
         and conditions of this Agreement.

20.5     Notwithstanding the other provisions of this Article 20, Bombardier
         shall, at Buyer's cost and expense, if so requested in writing by
         Buyer, take any action reasonably required for the purpose of causing
         any of the Aircraft to be subjected (i) to, upon or after the Delivery


                                     -40-
<PAGE>   41


         Date, an equipment trust, conditional sale or lien, or (ii) to another
         arrangement for the financing of the Aircraft by Buyer, providing,
         however, there shall be no increase to the liability and/or
         responsibility of Bombardier arising through such financing.
         Bombardier hereby agrees that should Buyer's requested action be
         limited to the consent to assignment of all or part of this Agreement
         in accordance with the provisions of this Article 20, Bombardier shall
         do so, if appropriate, at its own cost and expense.


                                     -41-
<PAGE>   42


ARTICLE 21 - SUCCESSORS

21.1     This Agreement shall inure to the benefit of and be binding upon each
         of Bombardier and Buyer and their respective successors and permitted
         assigns provided, that [*

                                                                            ].


                                     -42-
<PAGE>   43


ARTICLE 22 - APPLICABLE LAWS

22.1     THIS AGREEMENT SHALL BE SUBJECT TO AND CONSTRUED IN ACCORDANCE WITH
         AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY THE LAWS OF THE
         STATE OF NEW YORK, UNITED STATES OF AMERICA INCLUDING WITHOUT
         LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
         OF NEW YORK, AND SPECIFICALLY EXCLUDING, TO THE FULLEST EXTENT
         PERMITTED BY LAW, CHOICE OF LAW RULES TO THE EXTENT THAT SUCH RULES
         WOULD RESULT IN THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN
         THE STATE OF NEW YORK, AND THE PARTIES HAVE AGREED THAT THE
         APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
         INTERNATIONAL SALE OF GOODS IS HEREBY EXCLUDED.

22.2     Each of Buyer and Bombardier agrees that any legal action or
         proceeding with respect to this Agreement shall be brought exclusively
         in the Federal Courts of the United States of America for the Southern
         District Courts of New York or in the Supreme Court of the State of
         New York in the County of New York and by the execution and delivery
         of this Agreement irrevocably consents and submits to the jurisdiction
         of each of the aforesaid court in personam with respect to any such
         action or proceeding and irrevocably waive any objection either party
         may have as to venue of any such suit, action or procedure brought in
         such court or that such court is an inconvenient forum.
         Notwithstanding the foregoing, nothing in this paragraph shall affect
         the right of any party hereto or their successors or assigns to bring
         any action or proceeding against the other party hereto or their
         property in the courts of other jurisdictions as may be permitted by
         applicable law (a) in order to enforce any final nonappealable
         judgment obtained in any such New York court or (b) if both such New
         York federal and state courts refuse to accept jurisdiction over such
         legal action or proceeding. Both parties agree that service of any and
         all legal process, summons, notices and other documents out of any
         such courts may be made by delivering a copy thereof to such party in
         the manner specified in Article 17.3 and to the address specified in
         Article 17.1.

22.3     Bombardier's obligations under this Agreement shall be subject to and
         apply only to the extent permitted by applicable laws, regulations,
         directives or orders regarding export controls.

22.4     Buyer's obligations under this Agreement shall be subject to and apply
         only to the extent permitted by applicable laws, regulations,
         directives or orders regarding import controls.


                                     -43-
<PAGE>   44


ARTICLE 23 - CONFIDENTIAL NATURE OF AGREEMENT

23.1     This Agreement and all information furnished or obtained pursuant to
         this Agreement is confidential (provided that any such information so
         furnished or obtained in written form is conspicuously designated or
         marked as confidential). Each party hereto agrees to keep confidential
         this Agreement and all information so furnished to or so obtained by
         it pursuant to this Agreement and not to disclose the same, in whole
         or in part, to third parties; provided, however, that a party (the
         "Disclosing Party") may disclose this Agreement, its contents and any
         such information:

         (a)      as has become public (other than as a result of disclosure by
                  or on behalf of the Disclosing Party) or has become known to
                  such Disclosing Party other than pursuant to this Agreement
                  and without any breach of any confidentiality obligation
                  being known to such Disclosing Party; and

         (b)      to the independent auditors and attorneys of the Disclosing
                  Party (who shall be advised of the confidential nature of
                  this Agreement and such information); and

         (c)      in response to any summons or subpoena or in connection with
                  any litigation, provided that, if practicable and not in
                  violation of any applicable law, rule, regulation or order,
                  notice of such disclosure shall be given to the other party
                  hereto, and (if applicable and not so in violation) in
                  advance of such disclosure, and such other party shall be
                  permitted to resist such disclosure by the appropriate legal
                  proceedings, provided such resistance does not materially
                  adversely affect the Disclosing Party; and

         (d)      to the extent that such Disclosing Party reasonably believes
                  it is required in order to comply with any law, rule,
                  regulation or order (including, without limitation,
                  applicable securities laws and regulations) applicable to
                  such party, provided that, if practicable and not in
                  violation of any such applicable law, rule, regulation or
                  order, notice of such disclosure shall be given to the other
                  party, and (if practicable and not so in violation) in
                  advance of such disclosure, and such other party shall be
                  permitted (if practicable and not so in violation) to resist
                  or seek confidential treatment of such disclosure and the
                  Disclosing Party shall use all reasonable efforts to
                  cooperate with and assist the other party in resisting or
                  seeking confidential treatment of such disclosure, including
                  undertaking the appropriate proceedings or making the
                  appropriate applications or requests (at the cost of the
                  other party) for such purpose where such other party is not
                  entitled to do so on its own behalf; and

         (e)      to a prospective assignee who Buyer reasonably believes is an
                  eligible assignee under Article 20 hereof and which
                  prospective assignee has agreed to be bound by the provisions
                  of this paragraph in connection with any contemplated
                  assignment, 


                                     -44-
<PAGE>   45


                  provided, however, that no such disclosure shall be made 
                  pursuant to this clause (e) to any potential assignee
                  which is a Competitor of Bombardier; and

         (f)      as may be reasonably necessary for either party to carry out
                  its obligations or enforce or protect its right under this
                  Agreement or other agreements related to this Agreement to
                  which it is a party; and

         (g)      as may be required by financial institutions or arrangers
                  involved with the financing of the Aircraft, which financial
                  institutions or arranger agree in writing to be bound by the
                  provisions of this section; and

         (h)      as may be reasonably required by Bombardier for purposes of
                  analytical or technical product support or improvement or
                  enhancement of customer support services or otherwise in the
                  ordinary course of its aircraft manufacturing, marketing or
                  service business and operations.

23.2     Either party may announce the signing of this Agreement by means of a
         notice to the press provided that the content and date of the notice
         has been agreed to by the other party.


                                     -45-
<PAGE>   46


ARTICLE 24 - AGREEMENT

24.1     This Agreement and the matters referred to herein constitute the
         entire Agreement between Bombardier and Buyer and supersede and cancel
         all prior representations, brochures, alleged warranties, statements,
         negotiations, undertakings, letters, memoranda of agreement,
         proposals, acceptances, agreements, understandings, contracts and
         communications, whether oral or written, between Bombardier and Buyer
         or their respective agents, with respect to or in connection with the
         subject matter of this Agreement and no agreement or understanding
         varying the terms and conditions hereof shall be binding on either
         Bombardier or Buyer hereto unless an amendment to this Agreement is
         issued and duly signed by their respective authorized representatives
         pursuant to the provisions of this Article hereof. In the event of any
         inconsistencies between this Agreement and Letter Agreements the
         provisions of the Letter Agreements shall prevail.

24.2     If any of the provisions of this Agreement are for any reason declared
         by judgment of a court of competent jurisdiction to be unenforceable
         or ineffective, those provisions shall be deemed severable from the
         other provisions of this Agreement and the remainder of this Agreement
         shall remain in full force and effect.

24.3     Bombardier and Buyer confirm to each other they have each obtained the
         required authorizations and fulfilled any conditions applicable to
         enable each of them to enter into this Agreement.

24.4     Buyer and Bombardier agree that this Agreement has been the subject of
         discussion and negotiation and is fully understood by the parties
         hereto and that the price of the Aircraft and the other mutual
         agreements of the parties set forth herein were arrived at in
         consideration of the provisions contained in Article 19.

24.5     This Agreement may be executed in counterparts each of which will
         constitute one and the same document.

24.6     The parties agree that time is of the essence in all matters
         concerning this Agreement.

24.7     The failure of either party to enforce at any time any of the
         provisions of this Agreement of or require at any time performance of
         any of the provisions hereof, shall in no way be construed to be a
         waiver of such provisions, nor in any way affect the validity of this
         Agreement or any part hereof or the right of any such party thereafter
         to enforce each and every provision of this Agreement.

24.8     Buyer and Bombardier shall supply the other party within thirty (30)
         days of execution of this Agreement a legal opinion in a form
         reasonably acceptable to the other party, prepared by external
         counsel, as to the due authorization, execution and delivery of the
         Agreement by such party and that it is a legally valid, binding
         obligation of Bombardier 


                                     -46-
<PAGE>   47


         and enforceable in accordance with its terms,
         save and except for general laws affecting creditors and their
         availability of equitable remedies.


                                     -47-
<PAGE>   48


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



<TABLE>

<S>                                                            <C>
For and on behalf of                                           For and on behalf of
Atlantic Southeast Airlines, Inc.:                             Bombardier Inc.:





By  /s/ George F. Pickett                                      By  /s/ John W. Murphy                      
    ------------------------------------------                     ----------------------------------------
Name:     George F. Pickett                                    Name:    John W. Murphy
Title:    Chairman and Chief Executive Officer                 Title:   Director of Contracts,
                                                                        Bombardier Aerospace Regional
                                                                        Aircraft
</TABLE>


                                     -48-
<PAGE>   49


                                   APPENDIX I


                          ECONOMIC ADJUSTMENT FORMULA

Pursuant to the provision of Article 4 of this Agreement, economic adjustment
will be calculated using the following Economic Adjustment Formula:

         PP       =    [*DELETED IN ITS ENTIRETY]

Where:

         PP       =    [*DELETED IN ITS ENTIRETY]

         PO       =    [*DELETED IN ITS ENTIRETY]

         LD       =    [*DELETED IN ITS ENTIRETY]

         LO       =    [*DELETED IN ITS ENTIRETY]

         ED       =    [*DELETED IN ITS ENTIRETY]

         EO       =    [*DELETED IN ITS ENTIRETY]

         CD       =    [*DELETED IN ITS ENTIRETY]

         CO       =    [*DELETED IN ITS ENTIRETY]

         MD       =    [*DELETED IN ITS ENTIRETY]

         MO       =    [*DELETED IN ITS ENTIRETY]

         FD       =    [*DELETED IN ITS ENTIRETY]

         FO       =    [*DELETED IN ITS ENTIRETY]

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

         (a)    [*DELETED IN ITS ENTIRETY]

         (b)    [*DELETED IN ITS ENTIRETY]


                                     -49-
<PAGE>   50


         (c)    [*DELETED IN ITS ENTIRETY]

         (d)    [*DELETED IN ITS ENTIRETY]

         (e)    [*DELETED IN ITS ENTIRETY]

         (f)    [*DELETED IN ITS ENTIRETY]

         (g)    [*DELETED IN ITS ENTIRETY]

                1)    [*DELETED IN ITS ENTIRETY]

                2)    [*DELETED IN ITS ENTIRETY]

                3)    [*DELETED IN ITS ENTIRETY]

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

         (a)      All indices in the Economic Adjustment Formula shall be used
                  to the second decimal place,

         (b)      The Economic Adjustment Formula shall be calculated to four
                  decimal places, and

         (c)      The Aircraft Purchase Price resulting from the Economic
                  Adjustment Formula shall be corrected to the nearest dollar.


                                     -50-
<PAGE>   51

                                  APPENDIX II

                               DELIVERY SCHEDULE


<TABLE>
                  <S>                                      <C>               <C>
                  First Aircraft                           [*             ]  [*             ]
                  Second Aircraft                          [*             ]  [*             ]
                  Third Aircraft                           [*             ]  [*             ]
                  Fourth Aircraft                          [*             ]  [*             ]
                  Fifth Aircraft                           [*             ]  [*             ]
                  Sixth Aircraft                           [*             ]  [*             ]
                  Seventh Aircraft                         [*             ]  [*             ]
                  Eighth Aircraft                          [*             ]  [*             ]
                  Ninth Aircraft                           [*             ]  [*             ]
                  Tenth Aircraft                           [*             ]  [*             ]
                  Eleventh Aircraft                        [*             ]  [*             ]
                  Twelfth Aircraft                         [*             ]  [*             ]
</TABLE>


                                     -51-
<PAGE>   52


                                  APPENDIX III

                                 SPECIFICATION

                               TYPE SPECIFICATION

                       NUMBER RAD-670-113 ISSUE NC DATED
                                AUGUST 28, 1998
                           [* Deleted in its entirety]

                                     -52-
<PAGE>   53


                                  APPENDIX IV
                        BUYER SELECTED OPTIONAL FEATURES

<TABLE>
<CAPTION>
     <S>               <C>                                                                                 <C>
     CR No.            Description                                                                         U.S Dollars
                                                                                                           [*        ]
     00-213            Certification - FAA (Collins Strapping and Red Anti-Ice PBA)                        [*        ]
     00-215            Performance - Extended Range - 75,000 LB. MTOW                                      [*        ]
     11-2XX            Exterior Paint Scheme - Atlantic Southeast Airlines                                 [*        ]
     21-201            Air Conditioning - Temperature Control in Aft Cargo Compartment                     [*        ]
     21-209            Air Conditioning - Ground Cart Connection                                           [*        ]
     23-231            VHF COMM -Third Radio Complete Provisions                                           [*        ]
     25-02-2XX         Interior Finish & Decor - Atlantic Southeast Airlines                               [*        ]
     25-22-201         Seats - In-Arm Tray Tables at front and exit rows                                   [*        ]
     25-22-204         Seats - Recline Feature                                                             [*        ]
     25-24-2XX         Entrance Storage Compartment - Additional Shelves                                   [*        ]
     25-24-210         Wardrobe - Deletion of LH Forward                                                   [*        ]
     25-24-220         Storage Compartment - Deletion of RH Storage                                        [*        ]
     25-2XX            Customized Interior                                                                 [*        ]
     25-31-203         Galley-Snack & Hot Beverage Service (Provn's for 4 carts)                           [*        ]
     25-32-201         Galley 2 - Snack Service                                                            [*        ]
     25-34-210         Galley Inserts - APC Coffee Maker (qty 2)                                           [*        ]
     25-60-2XX         Emergency Equipment - Atlantic Southeast Airlines                                   [*        ]
     33-203            Lights - Red Beacon Lights                                                          [*        ]
     33-210            Lights - Tail Logo Floodlights                                                      [*        ]
     33-220            Lights - Forward and Aft Cargo Door Floodlights                                     [*        ]
     34-230            FMS -  Single Collins FMS-4200                                                      [*        ]
     34-250            GPS - Complete Provision For Collins GPS                                            [*        ]
     34-262            Altimeter - Baro setting flashing at 18,000 ft.                                     [*        ]
     35-204            Oxygen - Flight Crew - EROS Magic Mask Installation                                 [*        ]
     38-210            Water - Forward Water System (for Galley 1)                                         [*        ]
     79-201            Engine Oil - Remote Oil Replenishment System                                        [*        ]
                       TOTAL TECHNICAL FEATURES                                                            [*        ]
     ------------------------------------------------------------------------------------------------------------------
           On or before [*                          ], Buyer shall have the option to have [*        ]
           included as a Buyer Selected Optional Feature hereunder [*
                                                                                                      ].
           [*                         ]
     ------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     -53-
<PAGE>   54


                                                                      EXHIBIT I

                           CERTIFICATE OF ACCEPTANCE



         The undersigned hereby acknowledges on behalf of Buyer acceptance of
         the Aircraft bearing manufacturer's serial number ____________________
         fitted with two (2) General Electric CF-34-8C1 turbofan engines
         bearing serial numbers _____________________ and __________________ as
         being in accordance with the terms and conditions of this Agreement
         signed on the day of ___________, 200_ between Bombardier Inc. and
         Buyer.




         Place:                                Date: 
               ----------------------------          --------------------------




         SIGNED FOR AND ON BEHALF OF
         ATLANTIC SOUTHEAST AIRLINES, INC.


         By:                                                  
                ---------------------------------------


         Title:                                               
                ---------------------------------------


                                     -54-
<PAGE>   55


                                                                     EXHIBIT II

                             WARRANTY BILL OF SALE

1.       For valuable consideration, Bombardier Inc., as owner of the full
         legal and beneficial title of the Aircraft described as follows:

         One Canadair Regional Jet Model CL-600-2C10 Aircraft Bearing:

         Manufacturer's serial number:
         With:
         Two (2) CF34-8C1 engines serial numbers:

         together with all avionics, appliances, instruments, appurtenances,
         accessories, furnishings and/or other equipment or property
         incorporated in or installed on or attached to said Aircraft and
         engines (hereinafter referred to as the "Aircraft") does this _____
         day of ________, 200__ hereby convey, sell, grant, transfer, bargain
         and deliver and set over to Atlantic Southeast Airlines, Inc.
         (hereinafter referred to as "Buyer"), and unto its successors and
         assigns forever all of Bombardier Inc.'s right, title and interest in
         and to such Aircraft.

2.       Bombardier Inc. represents and warrants to Buyer:

         (i)      that Bombardier Inc. has good and marketable title to the
                  Aircraft and the good and lawful right to the Aircraft and
                  the good and lawful right to sell the same to Buyer; and

         (ii)     the good and marketable title to the Aircraft is hereby duly
                  vested in Buyer free and clear of all claims, liens,
                  encumbrances and rights of others of any nature. Bombardier
                  Inc. hereby covenants and agrees to defend such title forever
                  against all claims and demands whatsoever.

This full Warranty Bill of Sale is governed by the internal laws of the State
of New York, United States of America.

IN WITNESS WHEREOF, Bombardier Inc. has caused this instrument to be executed
and delivered by its duly authorized personnel.

                   BOMBARDIER INC.:

                   Per:                                                
                           --------------------------------------------
                   Title:                                              
                           --------------------------------------------


                                     -55-
<PAGE>   56


                                                              EXHIBIT II CONT'D
                              F.A.A. BILL OF SALE




                                     -56-
<PAGE>   57


                                                                    EXHIBIT III

                       CERTIFICATE OF RECEIPT OF AIRCRAFT


         THE UNDERSIGNED HEREBY ACKNOWLEDGES TO HAVE RECEIVED FROM BOMBARDIER
INC., IN DORVAL, PROVINCE OF QUEBEC, CANADA, ON THE _____________ DAY OF
______________, AT THE HOUR OF _____________ O'CLOCK, ONE (1) CANADAIR REGIONAL
JET AIRCRAFT MODEL CL-600-2C10 INCLUDING WITH THE AIRCRAFT TWO (2) CF34-8C1
TURBOFAN ENGINES BEARING MANUFACTURER'S SERIAL NUMBERS _____________ &
__________________.




Signed for and on behalf of 
Atlantic Southeast Airlines, Inc.



By:                                         
       -------------------------------------

Title:                                      
       -------------------------------------


                                     -57-
<PAGE>   58


                                                                     EXHIBIT IV
<TABLE>
<CAPTION>
===========================================================================================
                             CONTRACT CHANGE ORDER
===========================================================================================
PURCHASER:
PURCHASE AGREEMENT NO.:                              AIRCRAFT TYPE:
C.C.O. NO.:                                          DATED:
PAGES AFFECTED:                                      PAGE __ of __
-------------------------------------------------------------------------
<S>      <C>
1.0      REASON FOR CHANGE
[DESCRIBE IF BUYER REQUESTED, AGREED CHANGE, REGULATORY CHANGE AND REASON FOR CHANGE]

2.0      DESCRIPTION OF CHANGE

3.0      PRICE
[DESCRIBE THE IMPACT ON AIRCRAFT PURCHASE PRICE AND NET AIRCRAFT PURCHASE PRICE]

4.0      PAYMENT
[DESCRIBE METHOD AND TIME OF PAYMENT OF CHANGE]

5.0      CUSTOMER SERVICES
[DESCRIBE IMPACT ON TRAINING, WARRANTY, SERVICE LIFE POLICY, TECHNICAL DATA AND GUARANTEES]

6.0      TECHNICAL MATTERS
[DESCRIBE IMPACT ON PERFORMANCE GUARANTEE, SPECIFICATION, WEIGHT AND INTERCHANGEABILITY]

7.0      OTHER
[DESCRIBE EFFECTIVITY OF CHANGE, RETROFIT PLANS IF APPLICABLE AND IMPACT ON DELIVERY DATE]

ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN UNCHANGED

FOR ADMINISTRATIVE PURPOSES ONLY, A CONSOLIDATION OF THE AMENDMENTS CONTAINED
IN THIS CCO IS ATTACHED. IN THE EVENT OF INCONSISTENCIES BETWEEN THE
CONSOLIDATION AND THIS CCO, THIS CCO SHALL PREVAIL.

FOR AND ON BEHALF OF:                                  FOR AND ON BEHALF OF:

Bombardier Inc.                                        
                                                       -----------------------------------
Signed:                                                Signed:                  
      ---------------------------                            -----------------------------
Date:                                                  Date:
     -----------------------------                          -------------------------------
===========================================================================================
</TABLE>


                                     -58-
<PAGE>   59

                                   ANNEX "A"
                           CUSTOMER SUPPORT SERVICES

          TECHNICAL SUPPORT, SPARE PARTS, TRAINING AND TECHNICAL DATA


The following Customer Support Services are those services to which reference
is made in Article 3 of this Agreement.

ARTICLE 1 - TECHNICAL SUPPORT

1.1      FACTORY SERVICE

         Bombardier agrees to maintain or cause to be maintained the capability
         to respond to Buyer's technical inquiries, to conduct investigations
         concerning repetitive maintenance problems and to issue findings and
         recommend action thereon. [*
                                                                              ]

         Bombardier Customer Services Action Center maintains coverage
         twenty-four (24) hours a day, three hundred and sixty-five (365) days
         a year to receive and respond to operator technical and operational
         queries. Specialists accessible through the Action Center include
         airframe, interiors, avionics, electrical, propulsion and
         hydro-mechanical systems. Interface can also be provided with vendor
         and technical publications personnel.

1.2      FIELD SERVICE REPRESENTATIVE

         1.2.1    SERVICES

                  Bombardier shall assign [*         ] Field Service
                  Representatives ("FSR") to Buyer's main base of operation or
                  other location as may be mutually agreed.

         1.2.2    TERM

                  Such assignment shall be for [*            ] in the aggregate,
                  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.


         1.2.3    RESPONSIBILITY

                  The FSR's responsibility shall be to provide technical advice
                  to Buyer for the line maintenance and operation of the
                  Aircraft systems and troubleshooting during scheduled and
                  unscheduled maintenance by Buyer's designated personnel ("FSR
                  Services").


                                      A-1
<PAGE>   60
                                                                               
         1.2.4    TRAVEL

                  If requested by Buyer, the FSR may, at Buyer's expense,
                  travel to another location to provide technical advice to
                  Buyer.

         1.2.5    OFFICE FACILITIES

                  Buyer shall furnish the FSR, at no charge to Bombardier,
                  suitable and private office facilities and related equipment
                  including desk, file cabinet, access to two telephone lines,
                  facsimile and photocopy equipment conveniently located at
                  Buyer's main base of operation or other location as may be
                  mutually agreed.

         1.2.6    ADDITIONAL EXPENSES

                  Buyer shall reimburse Bombardier (net of any additional taxes
                  on such reimbursement) the amount of any and all taxes
                  (except taxes assessed on the income of the FSR by Canada, or
                  any province thereof and succeeding to the territory thereto
                  or any governmental authority having jurisdiction over
                  Bombardier or any successor agency to the Canadian taxing
                  authorities) and fees of whatever nature, including any
                  customs duties, withholding taxes or fees together with any
                  penalties or interest thereon, paid or incurred by Bombardier
                  or the FSR or other Bombardier employee as a result of or in
                  connection with the rendering of the services. Taxes subject
                  to reimbursement by Buyer hereunder shall be net of all
                  credits issued by any Canadian or other taxing authority
                  having jurisdiction to levy such taxes.

         1.2.7    RIGHT TO STOP WORK

                  Bombardier shall not be required to commence or continue the
                  FSR Services when:

                  a.)      there is a labour dispute or work stoppage in 
                           progress at Buyer's facilities;

                  b.)      there exist war, risk of war or warlike operations,
                           riots or insurrections;

                  c.)      there exist conditions that are dangerous to the 
                           safety or health of the FSR or other Bombardier
                           employee; or

                  d.)      the Government of the country where Buyer's 
                           facilities are located or where Buyer desires the
                           FSR to travel refuses the Bombardier employee
                           permission to enter said country or Buyer's base of
                           operations.

         1.2.8    WORK PERMITS AND CLEARANCES

                  Buyer shall agree to cooperate with Bombardier in obtaining
                  and arranging for all necessary work permits and airport
                  security clearances required for the FSR or other Bombardier
                  employees to permit timely accomplishment of the FSR
                  services.


                                      A-2
<PAGE>   61

1.3      MAINTENANCE PLANNING SUPPORT

         1.3.1    SCHEDULED MAINTENANCE TASK CARDS

                  As described in Annex A Attachment A, Bombardier shall
                  provide Buyer Bombardier's standard format scheduled
                  maintenance task cards that shall conform to the Aircraft at
                  the Delivery Date. At Buyer's request Bombardier shall
                  provide a proposal for task cards produced to Buyer's format.

         1.3.2    IN-SERVICE MAINTENANCE DATA

                  Buyer agrees to provide to Bombardier in-service maintenance
                  data in order to provide updates to Bombardier's recommended
                  maintenance program. Buyer and Bombardier shall agree on
                  standards and frequency for communication of such data.
                  Bombardier agrees not to disclose Buyer's identity on any of
                  Buyer's maintenance data that Bombardier may provide to any
                  third parties.

1.4      ADDITIONAL SERVICES

         At Buyer's request Bombardier shall provide a proposal to provide such
         additional support services as the parties may agree upon, which may
         include special investigations, maintenance and repair of the
         Aircraft.


                                      A-3
<PAGE>   62

         ARTICLE 2 - SPARE PARTS, GSE, TOOLS AND TEST EQUIPMENT

2.1.1    DEFINITIONS

         A.   "BRAD PARTS":

              any spare parts, ground support equipment, tools and test
              equipment which bear an in-house Cage Code number in the BRAD
              Provisioning Files (as that expression is defined in ATA
              Specification 200).

         B.   "POWER PLANT PARTS":

              any power plant or power plant part or assembly carrying the
              power plant manufacturer's part number or any part furnished by
              the power plant manufacturer for incorporation on the Aircraft.

         C.   "VENDOR PARTS":

              any spare parts, ground support equipment, tools and test
              equipment for the Aircraft which are not BRAD Parts or Power
              Plant Parts for stock items;

         D.   "SPARE PARTS":

              all materials, spare parts, assemblies, special tools and items
              of equipment, including ground support equipment, ordered for the
              Aircraft by Buyer from Bombardier. The term Spare Parts includes
              BRAD Parts, Power Plant Part and Vendor Parts.

         E.   "ORDER":

              any order for Spare Parts issued by Buyer to Bombardier; and

         F.   "TECHNICAL DATA":

              shall have the meaning attributed to it in Annex A Article 4.1.

2.1      TERM AND APPLICABILITY

         The term of this Annex A Article 2 shall become effective on the date
         hereof and shall remain in full force and effect with respect to the
         purchase and sale of Spare Parts for each Aircraft [*
                                            ]. The provisions of Annex A 
         Articles 2.2, 2.6.5, and Articles 19 to this Agreement shall survive
         expiration or termination of this Agreement.

2.2      ORDER TERMS

         Terms and conditions hereof shall apply to all Orders placed by Buyer
         with Bombardier in lieu of any terms and conditions in Buyer's
         purchase orders.


                                      A-4
<PAGE>   63


2.3      PURCHASE AND SALE OF SPARE PARTS

         2.3.1    AGREEMENT TO MANUFACTURE AND SELL

                  Bombardier shall manufacture, or procure, and make available
                  for sale to Buyer suitable Spare Parts in quantities
                  sufficient to meet the reasonably anticipated needs of Buyer
                  for normal maintenance and normal spares inventory
                  replacement for each Aircraft. During the term specified in
                  Annex A Article 2.1 above, Bombardier shall also maintain a
                  shelf stock of certain BRAD Parts selected by Bombardier to
                  ensure reasonable re-order lead times and emergency support.
                  Bombardier shall maintain a reasonable quantity of Bombardier
                  insurance parts. Insurance parts as used herein shall
                  include, but not be limited to, dispatch-essential parts such
                  as major flight control surfaces.

2.4      AGREEMENT TO PURCHASE BRAD PARTS

         2.4.1    PURCHASE OF BRAD PARTS

                  [*DELETED IN ITS ENTIRETY]

         2.4.2    BUYER'S RIGHT TO REDESIGN OR MANUFACTURE

                  Buyer's right to redesign or to have redesigned or
                  manufacture or to have manufactured BRAD Parts under the
                  following conditions:

                  a)  When less than [*            ] of the type purchased  
                      hereunder are operated in scheduled commercial air
                      transport service;

                  b)  Any time BRAD Parts are needed to effect emergency repairs
                      on the Aircraft, provided that such redesign or
                      manufacture allows Buyer to obtain BRAD Parts in less time
                      than Bombardier requires to furnish them; or

                  c)  If Buyer has notified Bombardier in writing that any BRAD
                      Parts are defective or unsatisfactory in use and if
                      within a reasonable period thereafter Bombardier has not
                      provided a satisfactory resolution or made redesigned
                      BRAD Parts available.

                  Buyer's right to redesign or to have redesigned or
                  manufacture or to have manufactured BRAD Parts hereunder,
                  shall not be construed as a granting of a license by
                  Bombardier and shall not obligate Bombardier to disclose to
                  anyone Technical Data or other information nor to the payment
                  of any license fee or royalty or create any obligation
                  whatsoever to Bombardier and Bombardier shall be relieved of
                  any obligation or liability with respect to patent
                  infringement in connection with any such redesigned part.
                  Buyer shall be responsible for obtaining all regulatory
                  authority approvals required by Buyer to repair the Aircraft
                  using redesigned or manufactured BRAD Parts as described in
                  this preceding Article. Any such redesigned part shall be
                  identified with Buyer's part number only.


                                      A-5
<PAGE>   64

         2.4.3    NOTICE TO BOMBARDIER OF REDESIGNED PARTS

                  Bombardier reserves the right to negotiate with Buyer the
                  access to redesigned parts, drawings and the exclusive
                  manufacturing rights of the redesigned part, if Buyer
                  redesigns or has had any BRAD Parts redesigned.

2.5      PURCHASE OF VENDOR PARTS & POWER PLANT PARTS

         Bombardier shall not be obligated to maintain a stock of Power Plant
         Parts. Bombardier shall maintain a spares stock of selected Vendor
         Parts at its own discretion to support provisioning and replenishment
         sales. Bombardier agrees to use reasonable efforts to require its
         vendors to comply with the terms and conditions of this Annex A
         Article 2 as they apply to Vendor Parts. Vendor Parts shall be
         delivered in accordance with the vendor's quoted lead time plus
         Bombardier's internal processing time.

2.6      SPARE PARTS PRICING

         2.6.1    SPARE PARTS PRICE CATALOGUE

                  Prices for commonly used BRAD Parts stocked by Bombardier
                  shall be published in the spare parts price catalogue ("Spare
                  Parts Price Catalogue"). [*

                                                                              ].

         2.6.2    BOMBARDIER PRICES FOR VENDOR PARTS

                  If Buyer orders Vendor Parts from Bombardier, the price shall
                  be as published in the Spare Parts Price Catalogue.

         2.6.3    QUOTATIONS

                  Price and delivery quotations for items not included in the
                  Spare Parts Price Catalogue shall be provided at Buyer's
                  request by Bombardier. Price quotations will be held firm for
                  a period of ninety (90) calendar days or as otherwise
                  specified by Bombardier. Responses to quotation requests will
                  be provided within ten (10) calendar days.

         2.6.4    PRICE APPLICABILITY

                  The purchase price of BRAD Parts shall be the applicable
                  price set forth in the Spare Parts Price Catalogue at time of
                  receipt by Bombardier of Buyer's Order or as quoted by
                  Bombardier to Buyer upon request. If Buyer requests
                  accelerated delivery or special handling for BRAD Parts not
                  included in the Spare Parts Price Catalogue, Bombardier may
                  increase the price from the original quotation to cover any
                  additional costs to Bombardier.


                                      A-6
<PAGE>   65

         2.6.5    CURRENCY AND TAXES

                  All Spare Parts Price Catalogue and quotation prices shall be
                  in U.S. dollars and exclusive of transportation, taxes,
                  duties and licenses.

                  Buyer shall pay to Bombardier upon demand the amount of any
                  sales, use, value-added, excise or similar taxes imposed by
                  any federal, provincial or local taxing authority within
                  Canada, and the amount of all taxes imposed by any taxing
                  authority outside Canada, required to be paid by Bombardier
                  as a result of any sale, use, delivery, storage or transfer
                  of any Spare Parts to or on behalf of Buyer. If Bombardier
                  has reason to believe that any such tax is applicable,
                  Bombardier shall separately state the amount of such tax in
                  its invoice. If a claim is made against Bombardier for any
                  such tax, Bombardier shall promptly notify Buyer.

                  In addition, Buyer shall pay to Bombardier on demand the
                  amount of any customs duties required to be paid by
                  Bombardier with respect to the importation by Buyer of any
                  Spare Parts.

         2.6.6    VENDOR PRICING

                  Bombardier shall use reasonable efforts to require its major
                  vendors to [* ].

2.7      PROVISIONING

         2.7.1    PRE-PROVISIONING/PROVISIONING CONFERENCE

                  Pre-provisioning and provisioning conferences shall be
                  convened on dates to be mutually agreed between Buyer and
                  Bombardier in order to:

                  (i)   discuss the operational parameters to be provided by
                        Buyer to Bombardier which Bombardier considers necessary
                        for preparing its quantity recommendations for initial
                        provisioning of Spare Parts to be purchased from
                        Bombardier or vendors ("Provisioning Items");

                  (ii)  review Buyer's ground support equipment and special tool
                        requirements for the Aircraft;

                  (iii) discuss the format of the provisioning documentation to
                        be provided to Buyer from Bombardier for the selection
                        of Provisioning Items; and

                  (iv)  arrive at a schedule of events for the initial
                        provisioning process, including the establishment of a
                        date for the initial provisioning conference ("Initial
                        Provisioning Conference") which shall be scheduled as
                        mutually agreed and as early as practicable.


                                      A-7
<PAGE>   66

                  The time and location of the pre-provisioning conference
                  shall be mutually agreed upon between the parties; however,
                  Bombardier and Buyer shall use their best efforts to convene
                  such meeting twelve (12) months prior to delivery of the
                  first Aircraft.

2.8      INITIAL PROVISIONING DOCUMENTATION

         Initial provisioning documentation for BRAD Parts and Vendor Parts
         shall be provided by Bombardier as follows:

         a)   Bombardier shall provide, as applicable to Buyer, promptly after
              completion of the Initial Provisioning Conference, or as may be
              mutually agreed, the initial issue of provisioning files as
              required by ATA Specification 200, Chapter 1 (as may be amended
              by Bombardier);

              Revisions to this provisioning data shall be issued by Bombardier
              every ninety (90) calendar days until ninety (90) calendar days
              following the Delivery Date of the last Aircraft or as may be
              mutually agreed;

         b)   Bombardier shall provide, as required by Buyer, all data files 
              defined in Chapter 1 of ATA Specification 200; and

         c)   the Illustrated Parts Catalogue designed to support provisioning
              shall be issued concurrently with provisioning data files and
              revised at ninety (90) calendar day intervals.

         2.8.1    [*DELETED IN ITS ENTIRETY]

                  [*DELETED IN ITS ENTIRETY]

         2.8.2    [*DELETED IN ITS ENTIRETY]

                  [*DELETED IN  ITS ENTIRETY]

         2.8.3    [*DELETED IN ITS ENTIRETY]

                  2.8.3.1    [*DELETED IN ITS ENTIRETY]

                  2.8.3.2    [*DELETED IN ITS ENTIRETY]

                  2.8.3.3    [*             ] if requested by Buyer, Bombardier
                             agrees to consider but is not obligated to
                             repurchase used BRAD Parts at reasonable prices at
                             the time of said request.

         2.8.4    EXCEPTIONS

                  [*DELETED IN ITS ENTIRETY].


                                      A-8
<PAGE>   67

         2.8.5    NOTIFICATION AND FORMAT

                  [*
                                                                          ].
                  Buyer's notification shall include a detailed summary, in
                  part number sequence, of the Provisioning Items [*        
                     ]. Such summary shall be in the form of listings as may be
                  mutually agreed between Bombardier and Buyer, and shall
                  include part number, nomenclature, purchase order number,
                  purchase order date and quantity [*         ].

                  Within five (5) business days after receipt of Buyer's
                  notification Bombardier shall advise Buyer, in writing, when
                  Bombardier's review of such summary from Buyer will be
                  completed.

         2.8.6    REVIEW AND ACCEPTANCE BY BOMBARDIER

                  Upon completion of Bombardier's review of any detailed
                  summary submitted by Buyer pursuant to Annex A Article
                  2.8.5., Bombardier shall issue [*





                                                                       ].

         2.8.7    PRICE AND PAYMENT

                  2.8.7.1    [*DELETED IN ITS ENTIRETY]

                  2.8.7.2    [*DELETED IN ITS ENTIRETY]

                  2.8.7.3    [*DELETED IN ITS ENTIRETY]

         2.8.8    [*DELETED IN ITS ENTIRETY]

                  [*DELETED IN ITS ENTIRETY]

         2.8.9    [*                                 ] -- TITLE AND RISK OF LOSS

                  [*DELETED IN ITS ENTIRETY]

                  [*DELETED IN ITS ENTIRETY]

2.9      PROCEDURE FOR ORDERING SPARE PARTS

         Orders for Spare Parts may be placed by Buyer to Bombardier by any
         method of order placement (including but not limited to SITA, ARINC,
         telecopier, letter, telex, facsimile, telephone or hard copy purchase
         order).


                                      A-9
<PAGE>   68

         2.9.1    REQUIREMENTS

                  Orders shall include at a minimum order number, part number,
                  nomenclature, quantity, delivery schedule requested, shipping
                  instructions and Bombardier's price, if available. Buyer
                  agrees that orders placed with Bombardier shall conform to
                  the requirements and procedures contained in ATA
                  Specification 200, as applicable to Buyer.

         2.9.2    PROCESSING OF ORDERS

                  Upon acceptance of any Order, unless otherwise directed by
                  Buyer, Bombardier shall, if the Spare Parts are in stock,
                  proceed immediately to prepare the Spare Parts for shipment
                  to Buyer. If Bombardier does not have the Spare Parts in
                  stock, Bombardier shall proceed immediately to acquire or
                  manufacture the Spare Parts. Purchase order status and
                  actions related to the shipment of Spare Parts shall be
                  generally consistent with the provisions of the World Airline
                  Suppliers Guide and the applicable portions of ATA
                  Specification 200, as applicable to Buyer.

         2.9.3    CHANGES

                  Bombardier reserves the right, without Buyer's consent, to
                  make any necessary corrections or changes in the design, part
                  number and nomenclature of Spare Parts covered by an Order,
                  to substitute Spare Parts and to adjust prices accordingly,
                  provided that interchangeability is not affected and the unit
                  price is not increased by more than 10% or $50.00, whichever
                  is less. Bombardier shall promptly give Buyer written notice
                  of corrections, changes, substitutions and consequent price
                  adjustments. Corrections, changes, substitutions and price
                  adjustments which affect interchangeability or exceed the
                  price limitations set forth above may be made only with
                  Buyer's consent, which consent shall conclusively be deemed
                  to have been given unless Buyer gives Bombardier written
                  notice of objection within fifteen (15) business days after
                  receipt of Bombardier's notice. In case of any objection, the
                  affected Spare Part will be deemed to be deleted from Buyer's
                  Order.

         2.9.4    ELECTRONIC DATA INTERCHANGE

                  Should Bombardier implement an Electronic Data Interchange
                  ("EDI") process for the order of spare parts for the Aircraft
                  or other products of Bombardier, Buyer and Bombardier hereby
                  agree to implement mutually acceptable procedures to
                  safeguard the security of the process and the validity of the
                  EDI orders.

2.10     PACKING

         All Spare Parts ordered shall receive standard commercial packing
         suitable for export shipment via air freight. Such standard packing
         will generally be to ATA 300 standards


                                     A-10
<PAGE>   69

         as amended from time to time. All AOG orders will be handled,
         processed, packed and shipped separately. 

2.11 PACKING LIST

         Bombardier shall insert in each shipment a packing list/release note
itemized to show:

         (i)      the contents of the shipment,
         (ii)     the approved signature of Bombardier's TC authority attesting
                  to the airworthiness of the Spare Parts which is the
                  equivalent to the FAA authorized Release Certificate 8130.
         (iii)    value of the shipment for customs clearance if required.

2.12     CONTAINER MARKS

         Upon Buyer's request each container shall be marked with shipping
         marks as specified on the Order. In addition Bombardier shall, upon
         request, include in the markings: gross weight and cubic measurements.

2.13     DELIVERY, TITLE AND RISK OF LOSS

         2.13.1   DELIVERY POINT

                  Spare Parts shall be delivered to Buyer in one of the
                  following manners at Bombardier's sole option:

                  (i) at Bombardier's plant in either Ontario or Quebec,
                  Canada; or 
                  (ii) at other Bombardier depots or shipping
                  points; or 
                  (iii) at vendor's or subcontractor's plant.

                  In all cases ready for export with all costs of freight,
                  carriage or insurance to be borne by Buyer.

         2.13.2   DELIVERY TIME

                  Bombardier shall use reasonable efforts so that shipment of
                  BRAD Parts to Buyer be as follows:

                  A)  AOG ORDERS

                      Ship AOG Orders within four (4) hours of receipt of
                      Order. Buyer's affected Aircraft factory production
                      number shall be required on AOG Orders;

                  B)  CRITICAL ORDERS (A1)

                      Ship critical Orders within twenty-four (24) hours of 
                      order receipt;


                                     A-11
<PAGE>   70

                  C)  EXPEDITE ORDERS (A2)

                      Ship expedite Orders within seven (7) calendar days of
                      order receipt; for stock items.

                  D)  INITIAL PROVISIONING ORDERS

                      Prior to the Delivery Date of the first Aircraft or as may
                      be mutually agreed; and

                  E)  OTHER ORDERS

                      Shipment of stock items shall be approximately within
                      thirty (30) calendar days or sooner after Bombardier's
                      receipt of Buyer's Order. Shipment of non-stock items
                      shall be in accordance with quoted lead times or lead
                      times published in the current Spare Parts Price
                      Catalogue, procurement data, or provisioning data.

2.14     COLLECT SHIPMENTS

         Where collect shipments are not deemed practicable by Bombardier,
         charges for shipment, insurance, prepaid freight charges and all other
         costs paid by Bombardier shall be paid by Buyer promptly upon
         presentation to Buyer of invoices covering the same.

2.15     FREIGHT FORWARDER

         If Buyer elects to use the services of a freight forwarder for the
         onward movement of Spare Parts, Buyer agrees to release Bombardier
         from and indemnify it for any liability for any fines or seizures of
         Spare Parts imposed under any governmental Goods in Transit
         regulations. Any such fines levied against Bombardier will be invoiced
         to Buyer and any Spare Parts seized under such regulations will be
         deemed to be received, inspected, and accepted by Buyer at the time of
         seizure.

2.16     REIMBURSEMENT OF EXPENSES

         If Bombardier gives Buyer written notice that an Order is ready for
         shipment and shipment is delayed more than thirty (30) days at Buyer's
         request or without Bombardier's fault or responsibility, Buyer shall
         promptly reimburse Bombardier upon demand for all costs and expenses,
         including but not limited to reasonable amounts for storage, handling,
         insurance and taxes, incurred by Bombardier as a result of such delay.

2.17     TITLE AND RISK OF LOSS

         Title and risk of loss of the Spare Parts will pass to the Buyer upon
         delivery by Bombardier. With respect to Spare Parts rejected by Buyer
         pursuant to Annex A Article 2.19, risk of loss shall remain with Buyer
         until such Spare Parts are re-delivered to Bombardier.


                                     A-12
<PAGE>   71

         Bombardier agrees to notify Buyer when material is shipped and shall
         provide carrier's reference information (i.e., waybill number).

2.18     INSPECTION AND ACCEPTANCE

         All Spare Parts shall be subject to inspection by Buyer at
         destination. Use of Spare Parts or failure of Buyer to give notice of
         rejection, within thirty (30) days after receipt or with respect to
         latent defects only within thirty (30) days after discovery of such
         latent defect, shall constitute acceptance. Acceptance shall be final
         and Buyer waives the right to revoke acceptance for any reason,
         whether or not known to Buyer at the time of acceptance. Buyer's
         remedies for defects discovered before acceptance are exclusively
         provided for in Annex A Article 2.19 herein.

2.19     REJECTION

         Any notice of rejection referred to in Annex A Article 2.18 shall
         specify the reasons for rejection. If Bombardier concurs with a
         rejection, Bombardier shall, at its option, correct, repair or replace
         the rejected Spare Parts. Buyer shall, upon receipt of Bombardier's
         written instructions and Material Return Authorization ("MRA") number,
         return the rejected Spare Parts to Bombardier at its specified plant,
         or other destination as may be mutually agreeable. The return of the
         rejected Spare Parts to Bombardier and the return or delivery of a
         corrected or repaired rejected Spare Part or any replacement for any
         such Spare Part to Buyer shall be at Bombardier's expense. Any
         corrected, repaired or replacement Spare Parts shall be subject to the
         provisions of this Agreement.

2.20     PAYMENT

         Except as provided in Annex A Article 2.22 below, payment terms shall
         be net thirty (30) calendar days of invoice date for established open
         accounts [*
                                                                             ].
         Any overdue amount shall bear interest from the due date until actual
         payment is received by Bombardier at an annual rate of interest equal
         to the U.S. prime interest rate as established from time to time by
         The Chase Manhattan Bank, [* ] [*           ] calculated and compounded
         annually. In the event Buyer is not current on its account for the
         purchase of spare parts and services under Annex A, Buyer shall at the
         request of Bombardier provide Bombardier with such security as is
         reasonably requested to secure payment of such account hereunder.

2.21     PAYMENT FOR PROVISIONING ITEMS

         Payment for Provisioning Items shall be made by Buyer as follows:

         a)   [*                    ] of the total price of the Provisioning 
              Items as selected by Buyer, upon signature of the spares
              provisioning document; and

         b)   the balance of the total price of Provisioning Items upon their
              delivery.


                                     A-13
<PAGE>   72

2.22     MODIFIED TERMS OF PAYMENT

         Bombardier reserves the right to alter the terms of payment without
         prior notice if Buyer fails to pay when due an amount Buyer owes under
         any agreement with Bombardier.

2.23     REGULATIONS

         Buyer shall comply with all applicable monetary and exchange control
         regulations and shall obtain any necessary authority from the
         governmental agencies administering such regulations to enable Buyer
         to make payments at the time and place and in the manner specified
         herein.

2.24     INTENTIONALLY DELETED

2.25     CANCELLATION OF ORDERS

         Except as otherwise may apply to initial provisioning, if Buyer
         cancels an Order, Bombardier, at its option, shall be entitled to
         recover actual damages, but not less than the following cancellation
         charges or more than the purchase price of the Spare Parts covered by
         the Order:

         a)   if work accomplished on the Order has been limited to Bombardier
              Spares Department, or the part has been identified as "shelf
              stock" in the Spare Parts Price Catalogue, no cancellation
              charges shall be made;

         b)   if production planning has been completed on the Order and shop
              orders have been written, but no shop time or material charges
              have been made against the Order, the cancellation charge shall
              be 10% of the price but not to exceed $100 per unit;

         c)   if shop time or material charges have been made against the
              Order, the cancellation charge shall be based on the direct and
              indirect cost of such time and materials attributable to such
              canceled order; and

         d)   if the Spare Parts covered by the Order can be absorbed into
              Bombardier's inventory without increasing Bombardier's normal
              maximum stock level, no cancellation charges shall be made.

2.26     LEASE

         Bombardier shall select and make available certain parts for lease,
         subject to availability Buyer has the option to negotiate a lease
         agreement with Bombardier separate from this Agreement.


                                     A-14
<PAGE>   73

2.27     ADDITIONAL TERMS AND CONDITIONS

         Bombardier's conditions of sale are deemed to incorporate the terms
         and conditions stated herein. Additional terms and conditions
         applicable at time of receipt of each order from Buyer will be
         mutually agreed upon and may be added providing such terms and
         conditions do not conflict with the terms and conditions provided
         herein. Such additional terms and conditions shall be provided to
         Buyer at least ninety (90) calendar days prior to their effective
         date.

ARTICLE 3 - TRAINING

3.1      GENERAL TERMS

         3.1.1    The objective of the training programs (the "Programs"), as
                  described herein, shall be to familiarize and assist Buyer's
                  personnel in the introduction, operation, and maintenance of
                  the Aircraft.

                  Bombardier shall offer to the Buyer the Programs in the
                  English language at a Bombardier designated facility or such
                  other location as may be mutually agreed; the Programs shall
                  be completed prior to the Delivery Date of the last Aircraft
                  purchased herein. In the event training takes place at
                  Buyer's designated facility, Buyer shall be responsible for
                  all travel and living expenses of Bombardier's instructor
                  personnel.

         3.1.2    Buyer shall be responsible for all travel and living expenses,
                  including local transportation, of Buyer's personnel incurred
                  in connection with the Programs.

         3.1.3    The Programs shall be designed to reflect the model and/or
                  configuration of the Aircraft and may include differences
                  training to identify such configuration or model. Manuals
                  which are provided during the Programs exclude revision
                  service.

         3.1.4    A training conference shall be held where possible not later
                  than thirty (30) days after execution of this Agreement or as
                  may be otherwise agreed, to establish the Programs' content
                  and schedule.

3.2      FLIGHT CREW TRAINING

         3.2.1.1  FLIGHT CREW GROUND TRAINING

                  At no additional charge, Bombardier will provide for each
                  delivered Aircraft at such dates as are mutually agreed, FAA
                  approved transition training, approval for which has been
                  obtained by Buyer with Bombardier's assistance, for [*       ]
                  of Buyer's crews [*                 ] who meet the minimum 
                  entry requirement provided in the applicable training manual.
                  Each course shall consist of up to [*                        ]
                  of classroom instruction which may include part task trainer,
                  Computer Based Training (CBT), and/or Flight Training Device
                  (FTD).


                                     A-15
<PAGE>   74

                  Bombardier shall furnish each of Buyer's licensed pilots
                  attending the course one copy of the Flight Crew Operating
                  Manual.

         3.2.1.2  PILOT SIMULATOR TRAINING

                  Bombardier shall provide access to an FAA approved flight
                  simulator for each crew trained under Annex A Article 3.2.1.1
                  and 3.2. 2. Bombardier shall provide a simulator instructor
                  for [*             ] for each crew trained on Bombardier's 
                  designated simulator in Montreal; each mission shall consist
                  of [*                 ] in the simulator and required 
                  briefing/debriefing sessions.

         3.2.1.3  DIFFERENCES TRAINING

                  At Buyer's option, [*
                                            ] an FAA approved differences  
                  training course for Buyer's pilots which will include pilot
                  ground training and simulator training, if required, in order
                  to enable a CRJ 200 pilot to be cross-trained into the
                  Aircraft. The quantity of pilots eligible to receive such
                  differences training provided hereunder [*

                                                                              ].

         3.2.3    FLIGHT ATTENDANT COURSE

                  [*          ] familiarization course for up to [*     ] of
                  Buyer's flight attendant personnel shall be conducted. Each
                  course shall be for a maximum of [*              ] duration.
                  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 which shall not be
                  revised. Buyer shall assist Bombardier in the development of
                  the Flight Attendant Training Guide to incorporate Buyer's
                  specific equipment and procedures.

         3.2.4   FLIGHT DISPATCHER COURSE

                  [*           ] course for up to [*        ] of Buyer's flight 
                  dispatch personnel shall be conducted. Each course shall be
                  for a maximum of [*             ] duration. The course shall 
                  consist of classroom instruction covering general Aircraft
                  familiarization, coverage of performance, flight planning,
                  weight and balance and the Minimum Equipment List. Bombardier
                  shall furnish for each participant in this course one (1)
                  copy of the Flight Crew Operating Manual which shall not be
                  revised.


                                     A-16
<PAGE>   75

         3.2.5    RECURRENT PILOT TRAINING

                  Bombardier shall, upon Buyer's request, provide a proposal
                  for an FAA approved course for type rated pilots, approval
                  for which will be sought by Buyer with Bombardier's
                  assistance, customized in content to meet the recurrent
                  training of Buyer's pilots.

         3.2.6    COURSE TRAINING MATERIAL

                  Bombardier shall provide to Buyer, [*
                                                             ]  of the then 
                  current training materials used to conduct Bombardier's
                  standard training as detailed herein:

                  i)   35 mm slides;
                  ii)  Instructional Narrative and/or Instruction Guides;
                  iii) Overhead Projection Transparencies;
                  iv)  Motion picture and/or Video tapes; and
                  v)   Audio cassettes tapes.
                  vi)  Airframe/Engine Maintenance Training Manual; and
                  vii) Avionics/Electrical Maintenance Training Manual; and

                  In lieu of the above course training material, Bombardier
                  shall provide complete and equivalent training materials as
                  may be developed in connection with Bombardier's standard
                  training program for the CL600-2C10 aircraft.

                  Flight Crew Ground Training Materials

                  Bombardier shall provide to the Buyer [*
                                                                  ] of the then 
                  current manuals used to conduct the Flight Crew Ground
                  Training course, as follows:

                  i)   Aircraft flight manual vol 1 & 2 
                  ii)  Flight crew operating manual vol 1& 2 
                  iii) Quick reference handbook vol 1 & 2 
                  iv)  Flight planning and cruise control manual 
                  v)   Flight crew training manual 
                  vi)  Flight training control manual 
                  vii) Pilot checklist and expanded checklist 
                  viii)Study workbook and questions 
                  ix)  Training handout 
                  x)   All lessons plans including classroom, FTD, FFS and paper
                       copy of CBT lesson plans. 
                  xi)  All currently used overhead slides. 
                  xii) Flight dispatcher lesson plans 
                  xiii)Flight attendant operating manual & course material


                                     A-17
<PAGE>   76

                  In lieu of the above, Bombardier shall provide complete and
                  equivalent training materials as may be developed in
                  connection with Bombardier standard training program for the
                  CL-600-2C10 aircraft.

3.3      MAINTENANCE TRAINING

         3.3.0    Buyer shall have the option to take the training offered in
                  Article 3.3.1 and 3.3.2 below in any combination such that
                  the total number of mechanics trained per Aircraft does not
                  exceed [*        ].

         3.3.1    AIRFRAME AND POWERPLANT SYSTEMS MAINTENANCE COURSE

                  Subject to Article 3.3.0 of this Annex A, Bombardier shall,
                  at no additional charge, train up to [*         ] of Buyer's
                  qualified personnel per Aircraft. This course shall emphasize
                  detailed systems description, operation, and routine line
                  maintenance practices. The course material shall be
                  principally mechanical with electrical and avionics
                  information for overall systems comprehension. The course
                  duration shall be for a maximum of [*                ].

                  In the event a portion of the above training takes place by
                  mutual agreement at Buyer's designed facility, Buyer shall be
                  responsible for all travel and living expenses of
                  Bombardier's instructor personnel.

         3.3.2    ELECTRICAL AND AVIONICS SYSTEMS MAINTENANCE COURSE

                  Subject to Article 3.3.0 of this Annex A, Bombardier shall,
                  at no additional charge, train up to [*         ] of Buyer's
                  qualified personnel per Aircraft. The course shall emphasis
                  detailed systems description, operation and routine line
                  maintenance practices. The course material shall be
                  principally electrical and avionics but shall include
                  mechanical information for overall systems comprehension. The
                  course duration shall be for a maximum of [*                ].

                  In the event a portion of the above training takes place by
                  mutual agreement at Buyer's designed facility, Buyer shall be
                  responsible for all travel and living expenses of
                  Bombardier's instructor personnel.

         3.3.3    GROUND HANDLING COURSE

                  Bombardier shall, at no additional charge, provide
                  [*     ] to train up to [*         ] of Buyer's qualified 
                  personnel. This course shall provide ramp service personnel
                  with training to be able to tow and park Aircraft and perform
                  routine ramp servicing tasks. Such training shall be
                  conducted in class with a practical demonstration on Buyer's
                  Aircraft after acceptance. The course duration shall be a
                  maximum of [*              ] and the practical demonstration 
                  shall not exceed [*               ].


                                     A-18
<PAGE>   77

         3.3.4    EXECUTIVE GENERAL FAMILIARIZATION COURSE

                  Bombardier shall provide the services of an instructor to 
                  conduct [*            ] Executive General Familiarization 
                  course [*


                                    ]. Buyer shall also provide an appropriate
                  classroom type facility in order to conduct the course at
                  their offices. The course shall generally describe the
                  Aircraft, the systems and the maintenance and support
                  requirements. This course is primarily designed for Buyer's
                  management personnel. The course duration is for a maximum of
                  [*                     ].

         3.3.5    ENGINE RUN-UP COURSE

                  Bombardier shall provide [*         ] Engine Run-up course, at
                  no additional charge, for up to [*          ] of Buyer's 
                  qualified personnel. This course enables Buyer's personnel to
                  gain proficiency in engine and APU runs, cockpit management
                  procedures, malfunctions and exceedences. A prerequisite for
                  this course is satisfactory completion of the Airframe and
                  Powerplant Systems Maintenance course. The course duration
                  shall be for a maximum of [*                               ].

         3.3.6    SPECIALIST COURSES

                  At Buyer's request, Bombardier shall make a proposal for
                  specialist courses which will be derived from Bombardier's
                  standard courses detailed herein.

         3.3.7    RECURRENT TRAINING

                  At Buyer's request, Bombardier shall make a proposal for an
                  FAA approved training plan for maintenance recurrent
                  training.

         3.3.8    VENDOR TRAINING

                  At Buyer's request, Bombardier shall assist Buyer in
                  obtaining vendor maintenance training at Buyer's cost.

         3.3.9    COURSE TRAINING MATERIAL

                  Bombardier shall provide to Buyer [*
                                                                               ]
                  of the then current training materials used to conduct
                  Bombardier's standard training as detailed herein:

                  i)   35 mm slides;
                  ii)  Lesson Guides;
                  iii) Overhead Projection Transparencies;
                  iv)  Motion picture and/or Video tapes; and


                                     A-19
<PAGE>   78

                  v)   Audio cassettes tapes.
                  vi)  Airframe/Engine Maintenance Training Manual; and
                  vii) Avionics/Electrical Maintenance Training Manual.

                  In lieu of the above, Bombardier shall provide complete and
                  equivalent training materials as may be developed in
                  connection with Bombardier standard training program for the
                  CL-600-2C10 aircraft.

3.4      INSURANCE

                  3.4.1    Buyer shall at all times during flight training in
                           Buyer's Aircraft secure and maintain in effect, at
                           its own expense, insurance policies covering the
                           Aircraft including without limitation:

                           a)  liability insurance covering public liability, 
                               passenger, crew, property and cargo damage in 
                               amounts not less than [*                   
                                          ] for any single occurrence;

                           b)  all risk aircraft hull insurance for an amount
                               which is not less than its then fair market
                               value.

                  3.4.2    The liability policy shall name Bombardier (and its 
                           affiliates) as additional insured. The hull policy
                           shall contain a waiver of subrogation in favour of
                           Bombardier (and its affiliates). All insurance
                           policies shall provide for payments despite any
                           misrepresentations or breach of warranty by any
                           person (other than the assured receiving payments)
                           and shall not be subject to any offset by any other
                           insurance carried by Bombardier except that Buyer
                           shall not be required to provide insurance with
                           respect to the manufacturing, repair and maintenance
                           activities of Bombardier (and of its affiliates) and
                           the related potential liability (product or
                           otherwise) arising therefrom.

3.5      START-UP TEAM

         To assist Buyer in the introduction of the Aircraft into revenue
         service, Bombardier will assemble a [*            ] "start-up team" for
         a period of up to [*                                        
            ]. The base of operation and composition of this start-up team shall
         be subject to discussion and could include operational, technical
         and/or maintenance support personnel as well as instructor pilots.

ARTICLE 4 - TECHNICAL DATA

4.1      TECHNICAL DATA PROVIDED

         Bombardier shall furnish to Buyer the Technical Data described in
         Attachment A hereto (the "Technical Data"). The Technical Data shall
         be in the English language and shall provide information on items
         manufactured according to Bombardier's detailed design


                                     A-20
<PAGE>   79

         and in those units of measures used in the Specification or as may
         otherwise be required to reflect Aircraft instrumentation as may be
         mutually agreed.

4.2      SHIPMENT

         All Technical Data provided hereunder shall be delivered to Buyer
         ready for export with all costs of freight, carriage or insurance to
         be borne by Buyer Bombardier's designated facilities and at the time
         indicated in Attachment A.

4.3      PROPRIETARY TECHNICAL DATA

         It is understood and Buyer acknowledges that the Technical Data
         provided herein is proprietary to Bombardier and all rights to
         copyright belong to Bombardier and the Technical Data shall be kept
         confidential by Buyer. Buyer agrees to use the Technical Data solely
         to maintain, operate, overhaul or repair the Aircraft or to make
         installation or alteration thereto allowed by Bombardier.

         Technical Data shall not be disclosed to third parties or used by
         Buyer or furnished by Buyer for the design or manufacture of any
         aircraft or Spare Parts including BRAD Partsor items of equipment,
         except when manufacture or redesign is permitted under the provisions
         of Annex A Article 2.4.2 and 2.4.3 hereof and then only to the extent
         and for the purposes expressly permitted therein, and provided further
         the recipient shall provide a non-disclosure undertaking acceptable to
         Bombardier.


                                     A-21
<PAGE>   80

                                  ATTACHMENT A
                             LIST OF TECHNICAL DATA
                      COLUMN HEADING EXPLANATION OF CODES

<TABLE>
<CAPTION>
ITEM
<S>      <C>                 <C>    
1        DOC                 DOCUMENT
                             Title of Technical Data provided.

2        CONFIG              CONFIGURATION
                             G = Contains data common to all aircraft of the same type (Generic). 
                             C = Contains data unique to Buyer's Aircraft (Customized).

3        MEDIUM              Buyer selects one of the following media specified in the table:
         =                   1     Print two sides
         =                   2     Microfilm
         =                   3     Print one side
         =                   4     Laminated Cardboard

4        REVISION            Y     =    Periodic revision service applies
                             N     =    Revision service not applicable
                             S     =    Revised as required by Bombardier

5        QUANTITY
         (Number)            =     Quantity per the Agreement
         (Number) PER        =     Quantity per Aircraft

6        DELIVERY
                             ATD = At time of the Delivery Date of the first Aircraft.
                             PTD = Prior to the Delivery Date of each or the first Aircraft
                                   (as applicable).

7        ATA                 Y     =    Document is per ATA Specification 100, Revision 26.
                             N     =    Document is to Bombardier's existing commercial practices.
</TABLE>


Bombardier will provide to Buyer at no additional charge technical manuals as 
listed below


                                     A-22
<PAGE>   81

                                 TECHNICAL DATA
                                  REGIONAL JET

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
ITEM                 DOC                                  CONF       MEDIUM       QTY     REV     DEL     AT     REMARKS
                                                                                                           A 
--------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                                             <C>        <C>          <C>     <C>     <C>     <C>    <C>
1.        AIRCRAFT MAINTENANCE                              G          1, 2        7       Y      PTD      Y
          MANUAL (AMM) 
--------------------------------------------------------------------------------------------------------------------------------
2.        ILLUSTRATED PARTS                                 G          1, 2        8       Y      PTD      Y
          MANUAL/CATALOG (IPC)
--------------------------------------------------------------------------------------------------------------------------------
3.        STRUCTURAL REPAIR MANUAL                          G          1, 2        8       Y      PTD      Y
          (SRM)
--------------------------------------------------------------------------------------------------------------------------------
4.        COMPONENT MAINTENANCE                             G          1, 2        3       Y      PTD      Y
          MANUAL (CMM)
--------------------------------------------------------------------------------------------------------------------------------
5.        POWER PLANT BUILD-UP                              G          1, 2        8       Y      PTD      Y
          MANUAL 
--------------------------------------------------------------------------------------------------------------------------------
6.        WIRING DIAGRAM MANUAL                             C          1, 2        8       Y      PTD      Y
--------------------------------------------------------------------------------------------------------------------------------
7.        ILLUSTRATED TOOL &                                G          1, 2        6       Y      PTD      Y
          EQUIPMENT MANUAL (ITEM)
--------------------------------------------------------------------------------------------------------------------------------
8.        SERVICE BULLETINS                                 G            1         6       S      PTD      Y     SEE NOTE 2
--------------------------------------------------------------------------------------------------------------------------------
9.        NON DESTRUCTIVE                                   G            1         6       Y      PTD      Y
          TEST MANUAL (NDT)
--------------------------------------------------------------------------------------------------------------------------------
10.       MAINTENANCE PROGRAM                               G            1         4       S      PTD      Y     SEE NOTE 3
          DOCUMENT (MPD)
--------------------------------------------------------------------------------------------------------------------------------
11.       FAA OR DOT AIRPLANE FLIGHT                        C            1         4       S      ATD      N
          MANUAL (AFM)
--------------------------------------------------------------------------------------------------------------------------------
12        WEIGHT & BALANCE MANUAL                           G            1         4       Y      ATD      Y
--------------------------------------------------------------------------------------------------------------------------------
13        MASTER MINIMUM EQUIPMENT                          G            1         0       S      ASAP     N
          LIST (MMEL)
--------------------------------------------------------------------------------------------------------------------------------
14        QUICK REFERENCE HANDBOOK                          C            1         3       S      ATD      N
--------------------------------------------------------------------------------------------------------------------------------
15.       FLIGHT CREW OPERATING                             C            1         5       S      ATD      N     SEE NOTE 1
          MANUAL (FCOM)
--------------------------------------------------------------------------------------------------------------------------------
16.       MAINTENANCE TASK CARDS                            C            3         2       S      PTD      N
--------------------------------------------------------------------------------------------------------------------------------
17.       ACCESS PANELS AND                                 G            1         9       N      PTD      N
          DOORS/COMPONENT LOCATION          
          MANUAL
--------------------------------------------------------------------------------------------------------------------------------
18.       FLIGHT PLANNING & CRUISE                          G            1         3       S      ASAP     N
          CONTROL MANUAL 
--------------------------------------------------------------------------------------------------------------------------------
19.       AIRCRAFT CHARACTERISTICS                          G            1         3       N      ASAP     N     SEE NOTE 4
          FOR AIRPORT PLANNING
--------------------------------------------------------------------------------------------------------------------------------
20.       ON-BOARD WIRING DIAGRAM                           C            3         8       N      ATD      N     SEE NOTE 5
          BOOK  
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     A-23
<PAGE>   82

<TABLE>
--------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                                               <C>        <C>         <C>     <C>    <C>      <C>   <C>
21.       MAINTENANCE FACILITIES &                          G            1         2       S      ASAP     N
          EQUIPMENT PLANNING
          MANUAL
--------------------------------------------------------------------------------------------------------------------------------
22.       SYSTEM SCHEMATIC MANUAL                           G          1, 2        8       Y      ATD      Y     SEE NOTE 1
          (SSM)   
--------------------------------------------------------------------------------------------------------------------------------
23.       PASSENGER INFORMATION                             G            3         1       S      ATD      N     SEE NOTE 6
          SHEET 
--------------------------------------------------------------------------------------------------------------------------------
24.       PILOT CHECKLIST                                   C            4         1       S      ATD      N
--------------------------------------------------------------------------------------------------------------------------------
25.       CRASH CREW CHART                                  G            4         4       S      ATD      N
--------------------------------------------------------------------------------------------------------------------------------
26.       DISPATCH DEVIATION GUIDE                          G            1         5       S      PTD      N
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 1:       REVISION SERVICE
              A.  Revision services shall only be available for [*           ] 
                  following the Delivery Date of Buyer's first Aircraft.
                  Subsequent revision service shall be provided free of charge
                  dependent upon incorporation of Bombardier issued Service
                  Bulletins.

              B.  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.

              C.  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 in a
                  regular revision following formal notification by Buyer that
                  such Service Bulletins shall be accomplished on the Buyer's
                  Aircraft. The manuals shall then contain both original and
                  revised configuration until Buyer advises Bombardier in
                  writing that one configuration is no longer required.

     NOTE 2:      SERVICE BULLETINS
                  Aperture cards of the service drawing(s) will be provided in
                  lieu of drawings when practical.

     NOTE 3:      MAINTENANCE PROGRAM DOCUMENT
                  This manual provides the basis for Buyer's initial 
                  maintenance program.

     NOTE 4:      AIRCRAFT CHARACTERISTICS FOR AIRPORT PLANNING
                  This manual contains data on Aircraft ground maneuver and
                  handling.

     NOTE 5:      ON-BOARD WIRING DIAGRAM BOOK
                  This book contains wiring diagrams for interim reference
                  until the Wiring Diagram Manual is revised to reflect the
                  Aircraft at the Delivery Date.


                                     A-24
<PAGE>   83

     NOTE 6:      PASSENGER INFORMATION CARDS
                  Bombardier will provide one (1) reproducible master for the
                  preparation of passenger information cards. For an additional
                  cost, subject to negotiation, Bombardier will provide full
                  colour laminated passenger information cards in quantities
                  required.


                                     A-25
<PAGE>   84

                                   ANNEX "B"
                        WARRANTY AND SERVICE LIFE POLICY

ARTICLE 1 - WARRANTY

The following warranty and service life policy is that to which reference is
made in Article 3 of this Agreement.

1.1      WARRANTY

         1.1.1    Subject to Annex B Articles 1.9, 1.10, and 2, Bombardier
                  warrants that, at the date of delivery of the Aircraft or
                  BRAD Part, as applicable :

                  a)  the Aircraft shall conform to the Specification, except
                      that any matter stated in the Specification as type
                      characteristics, estimates or approximations is excluded
                      from this Warranty;

                  b)  the Aircraft shall be free from defects caused by the
                      failure of Bombardier to install a Vendor Part or
                      Powerplant Part in accordance with reasonable
                      instructions of the vendor;

                  c)  the [*
                      which shall be governed by Article 2 hereof, shall be free
                      from defects in material or workmanship [*              ];

                  d)  the [*              ] shall be free from defects in design
                      including [*              ], having regard to the state of
                      the art as of the date of such design; and

                  e)  the Aircraft computer systems (hardware and software)
                      that process date data shall do so correctly in the year
                      2000.

         1.1.2    The Warranty set forth in Annex B Article 1.1.1 (c), (d) and
                  (e) above shall also be applicable to BRAD Parts purchased as
                  Spare Parts.

         1.1.3    Bombardier further warrants that, at the time of delivery,
                  the Technical Data shall be free from error.


                                      B-1
<PAGE>   85

1.2      WARRANTY PERIOD

         1.2.1    The Warranty set forth in Annex B Article 1.1 shall remain in
                  effect for any defect covered by the Warranty (a "Defect")
                  becoming apparent during the following periods (individually,
                  the "Warranty Period"):

                  a)  for failure to conform to the Specification and the  
                      installation referred to in Annex B Article 1.1.1 (a) and
                      1.1.1 (b), [*                    ] from the Delivery Date;

                  b)  for those Defects in material or workmanship referred to
                      in Annex B Article 1.1.1 (c) and 1.1.2, [*               ]
                      from the date of delivery of the Aircraft or BRAD Part as 
                      applicable;

                  c)  for those Defects in design referred to in Annex B
                      Article 1.1.1 (d) or 1.1.2, [*         ] from the date of
                      delivery of the Aircraft or BRAD Parts as applicable; and

                  d)  for Defects in the Aircraft computer systems that process
                      date data referred to in Annex B Article 1.1.1 (e), from
                      January 1, 2000 to December 31, 2000; and

                  e)  for errors in the Technical Data referred to in Annex B 
                      Article 1.1.3, [*           ] from the date of delivery of
                      the applicable Technical Data.

1.3      REPAIR, REPLACEMENT OR REWORK

         As to each matter covered by this Warranty Bombardier's sole
         obligation and liability under this Warranty is expressly limited to,
         at Bombardier's election, correction by the repair, replacement or
         rework of the defective part or item of Technical Data. The repaired,
         replaced or reworked part or item of Technical Data which is the
         subject of the Warranty claim shall then be warranted under the same
         terms and conditions for the then unexpired portion of the Warranty
         Period.

         In the case of a Defect relating to non-conformance with the
         Specification, Bombardier shall correct that Defect in the equipment
         item or part in which the Defect appears, except that Bombardier will
         not be obligated to correct any Defect which has no material adverse
         effect on the maintenance, use, performance (as measured by reference
         to the performance [*                  ], or operation of the Aircraft.


                                      B-2
<PAGE>   86

1.4      CLAIMS INFORMATION

         Bombardier's obligations hereunder are subject to a Warranty claim to
         be submitted in writing to Bombardier's warranty administrator, which
         claim shall include but not be limited to the following information:

         a)   the identity of the part or item involved, including the part 
              number, serial number, if applicable, nomenclature and the 
              quantity claimed to be defective;

         b)   the manufacturer's serial number of the Aircraft from which the
              part was removed;

         c)   the date the claimed Defect became apparent to Buyer;

         d)   the total flight hours (and cycles if applicable) accrued on the 
              part at the time the claimed Defect became apparent to Buyer; and

         e)   a description of the claimed Defect and the circumstances 
              pertaining thereto.

1.5      Intentionally deleted.

1.6      TIMELY CORRECTIONS

         Bombardier shall, at its expense, make the repair, replacement or
         rework, following receipt of the defective part or item, with
         reasonable care and dispatch.

1.7      LABOUR REIMBURSEMENT

         For correction of Defects, Bombardier shall establish a reasonable
         estimate for the labour hours required for the repair, replacement or
         rework of the defective item and, if the repair, replacement or rework
         is performed by Buyer, Bombardier shall reimburse Buyer for Bombardier
         estimated hours or for Buyer's actual labour hours, whichever is less,
         for the repair, replacement or rework of the defective item (but
         excluding any work necessary to otherwise conduct maintenance work on
         the Aircraft containing such item). For purposes hereof, Buyer's
         labour rate for any labour hours expended shall be [*
                                    ] of Buyer's average direct hourly labour 
         rate. For this purpose, Buyer's "average direct hourly labour rate"
         means the average hourly rate (excluding all fringe benefits, premium
         time allowances, social charges, business taxes and the like) paid to
         Buyer's employees whose jobs are directly related to the performance
         of the repair or modification. Prior to or concurrent with submittal
         of Buyer's first claim for labour reimbursement hereunder, Buyer shall
         notify Bombardier of Buyer's then current average direct hourly labour
         rate, and thereafter Buyer shall promptly notify Bombardier of any
         significant change in such rate. If requested, Buyer shall furnish to
         Bombardier such data as may be reasonably required to substantiate
         such rate. The labour cost to be reimbursed by Bombardier as aforesaid
         shall account for disassembly, repair, reassembly,


                                      B-3
<PAGE>   87

         final inspection and test specific to the repair of the BRAD Part.
         Buyer shall retain all defective items for a period of ninety (90)
         days after the date of completion of repair. At Bombardier's request,
         such items are to be returned to Bombardier's designated facilities,
         within fifteen (15) days from receipt of such request, with all costs
         thereof being borne by Bombardier.

1.8      APPROVAL, AUDIT, TRANSPORTATION AND WAIVER

         All Warranty claims shall be subject to audit and approval by
         Bombardier. Bombardier will use reasonable efforts to advise in
         writing the disposition of Buyer's Warranty claim within thirty (30)
         days following the receipt of the claim and (if requested) return of
         the defective BRAD Part to Bombardier's designated facility.
         Bombardier shall notify Buyer of Bombardier's disposition of each
         claim provided that Buyer shall not be prevented from disputing same.

         Buyer shall pay all costs of transportation of the defective part from
         Buyer to Bombardier's U.S. distribution centre and Bombardier shall
         pay all costs of transportation of the repaired, corrected or
         replacement parts back to Buyer.

1.9      LIMITATIONS

         1.9.1    Bombardier shall be relieved of and shall have no obligation
                  or liability under this Warranty if:

                  a)  the Aircraft was operated with any products or parts not
                      specifically approved by Bombardier, unless such products
                      or parts were not a cause of the Defect, provided that,
                      if requested by Bombardier, Buyer furnishes reasonable
                      evidence to that effect; or

                  b)  the Aircraft was not operated or maintained in accordance
                      with the Technical Data listed in Attachment A of Annex A
                      as may be revised and the manufacturer's documentation
                      furnished to Buyer (including Service Bulletins and
                      airworthiness directives) unless such operation or
                      maintenance was not cause of the Defect, provided that,
                      if requested by Bombardier, Buyer furnishes reasonable
                      evidence to that effect; or

                  c)  the Aircraft was not operated under normal airline use,
                      unless such operation was not a cause of the Defect,
                      provided that, if requested by Bombardier, Buyer
                      furnishes reasonable evidence to that effect; or


                                      B-4
<PAGE>   88

                  d)  Buyer does not

                      1)   report the Defect in writing to Bombardier's
                           Warranty administrator within [*       
                                ] following such Defect becoming actually known 
                           to Buyer, and

                      2)   retain the BRAD Part claimed to be defective until
                           advised by Bombardier to return such BRAD Part to
                           Bombardier's designated facility in order for
                           Bombardier to finalize its evaluation of the
                           Warranty claim or to otherwise dispose of such BRAD
                           Part; or

                  e)  if Bombardier rejects any claims submitted by Buyer
                      hereunder, Bombardier shall notify Buyer of such
                      rejection and Buyer shall submit reasonable proof to
                      Bombardier within thirty (30) calendar days thereafter
                      that the rejected claim is covered within this Warranty;
                      or

                  f)  Buyer does not allow Bombardier reasonable opportunity
                      (taking into account Buyer's wish to return the Aircraft
                      to service) to be present during the disassembly and
                      inspection of the BRAD Part claimed to be defective.

         1.9.2    The warranties contained in this Annex B do not apply to Buyer
                  Furnished Equipment.

1.10     NORMAL USAGE

         Normal wear and tear and the need for regular maintenance and overhaul
         shall not constitute a Defect or failure under this Warranty.

1.11     OVERHAUL OF WARRANTY PARTS

         Bombardier's liability for a BRAD Part which has a Defect and is
         overhauled by Buyer within the Warranty Period shall be limited only
         to that portion of the labour and material replacement related to the
         Defect.

1.12     NO FAULT FOUND

         In the event that Buyer submits BRAD Parts for repair, correction or
         replacement under a warranty claim and such BRAD Parts are determined
         by Bombardier to be serviceable (such submissions being hereinafter
         referred to as a "No Fault Claim") Bombardier shall have the right
         should Buyer's number of No Fault Claims be determined by Bombardier
         to be excessive taking into account the length of Buyer's experience
         with maintaining the Aircraft and other operators experience with a
         given BRAD Part, to charge and recover from Buyer, and Buyer shall pay
         Bombardier's reasonable costs incurred by Bombardier in connection
         with Buyer's No Fault Claims. Providing, however, in the event that


                                      B-5
<PAGE>   89

         repetitive in service failure occurs on the particular BRAD Part which
         is subsequently identified by Bombardier on a repeated basis to be "no
         fault found", then Bombardier and Buyer shall discuss and mutually
         agree a course of further action to help identify the problem. In the
         event the fault is ultimately confirmed to be a legitimate Warranty
         claim then the above mentioned costs incurred by Bombardier and
         charged to Buyer shall be waived [*               ].

ARTICLE 2 - VENDOR WARRANTIES

2.1      WARRANTIES FROM VENDORS

         The Warranty provisions of this Annex B do not apply to Vendor Parts
         or Power Plant Parts. However, Bombardier has made or shall make
         reasonable efforts to obtain favourable warranties from vendors, with
         respect to Vendor Parts and Power Plant Parts. Except as specifically
         provided under this Annex B Article 2, Bombardier shall have no
         liability or responsibility for any such Vendor Parts and Power Plant
         Parts and the warranties for those Vendor Parts and Power Plant Parts
         shall be the responsibility of the vendor and a matter as between
         Buyer and vendor; provided that if reasonably required in connection
         with Buyer's enforcement of such warranties Bombardier shall execute a
         mutually acceptable assignment of such warranty rights.

2.2      VENDOR WARRANTY BACKSTOP

         For those Vendor Parts installed on the Aircraft at the Delivery Date
         or subsequently purchased through Bombardier, excluding the Power
         Plant Parts, in the event the parties agree that a vendor is in
         default in the performance of any material obligation under any
         applicable warranty obtained by Bombardier from such vendor pursuant
         to Annex B Article 2.1 above, the warranties and all other terms and
         conditions of Annex B Article 1 shall become applicable as if the
         Vendor Parts had been a BRAD Part, except that the warranty period
         shall be the Warranty Period as set forth herein or by the vendor's
         warranty, whichever is shorter.

2.3      BOMBARDIER'S INTERFACE COMMITMENT

         In the event of a dispute in the application of a Vendor Part
         warranty, at Buyer's request addressed to Bombardier's warranty
         administrator, Bombardier shall, without charge, conduct an
         investigation and analysis of any such dispute resulting from a
         technical interface problem to determine, if possible, the cause of
         the interface problem and then recommend feasible corrective action.
         Buyer shall furnish to Bombardier all data and information in Buyer's
         possession relevant to the interface problem and shall cooperate with
         Bombardier in the conduct of its investigation and such tests as may
         be required. Bombardier, at the conclusion of its investigation, shall
         advise Buyer in writing of Bombardier's opinion as to the cause of the
         problem and Bombardier's recommended corrective action.


                                      B-6
<PAGE>   90

2.4      BOMBARDIER' ASSISTANCE IN ADMINISTRATION OF VENDOR WARRANTIES

         Buyer will be responsible for submitting warranty claims directly to
         Vendors; however, if Buyer experiences problems enforcing any Vendor
         warranty obtained by Bombardier for Buyer, Bombardier will conduct an
         investigation of such problems and assist Buyer in the resolution of
         such claims.

ARTICLE 3 - SERVICE LIFE POLICY

3.1      APPLICABILITY

         [*DELETED IN ITS ENTIRETY]

3.2      TERM

         Should such failures occur in any Covered Component within [*
                           ] 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        =        [*       ]
                           [*       ]

Where:
         P        =        [*DELETED IN ITS ENTIRETY]
         C        =        [*DELETED IN ITS ENTIRETY]
         T        =        [*DELETED IN ITS ENTIRETY]

3.4      CONDITIONS AND LIMITATIONS

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

                  a)  [*DELETED IN ITS ENTIRETY]


                                      B-7
<PAGE>   91

                  b)  if Bombardier rejects any claim under the SLP submitted
                      by Buyer hereunder, Bombardier shall notify Buyer of such
                      rejection and Buyer must submit reasonable proof to
                      Bombardier within [*           ] thereafter that the 
                      rejected claim is covered within this SLP;

                  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 actually known to
                      Buyer. [*
                                                                              ].

                  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 modified in
                      accordance with the specifications or instructions
                      contained in the relevant 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 subject to [*

                                            ]. 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, except for normal wear and tear, negligence
                      or wrongful act or omission, unauthorized repair or
                      modification adversely affecting a Covered Component,
                      impact or foreign object damage, to any Covered
                      Component.

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
         manufacturing art. Bombardier's obligation is only to provide
         correction instructions to correct a Covered Component or furnish
         replacement at a reduced price as provided in this SLP.

3.6      COVERED COMPONENT

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


                                      B-8
<PAGE>   92

ARTICLE 4 - GENERAL

4.1      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 under any other part of this Annex B.


                                      B-9
<PAGE>   93
                             ANNEX B - ATTACHMENT A
                               COVERED COMPONENTS

1.                WING

                  a.       [*DELETED IN ITS ENTIRETY]

                  b.       [*DELETED IN ITS ENTIRETY].

                  c.       [*DELETED IN ITS ENTIRETY]

                  d.       [*DELETED IN ITS ENTIRETY]

                  e.       [*DELETED IN ITS ENTIRETY]

                  f.       [*DELETED IN ITS ENTIRETY]

                  g.       [*DELETED IN ITS ENTIRETY]

                  h.       [*DELETED IN ITS ENTIRETY]

                  i.       [*DELETED IN ITS ENTIRETY]

                  j.       [*DELETED IN ITS ENTIRETY].


2.                FUSELAGE

                  a.       [*DELETED IN ITS ENTIRETY]

                  b.       [*DELETED IN ITS ENTIRETY]

                  c.       [*DELETED IN ITS ENTIRETY]

                  d.       [*DELETED IN ITS ENTIRETY]

                  e.       [*DELETED IN ITS ENTIRETY]


3.                VERTICAL STABILIZER

                  a.       [*DELETED IN ITS ENTIRETY]

                  b.       [*DELETED IN ITS ENTIRETY]


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------


                                      B-10
<PAGE>   94

                  c.       [*DELETED IN ITS ENTIRETY].

                  d.       [*DELETED IN ITS ENTIRETY].

                  e.       [*DELETED IN ITS ENTIRETY]


4.                HORIZONTAL STABILIZER

                  a.       [*DELETED IN ITS ENTIRETY]

                  b.       [*DELETED IN ITS ENTIRETY]

                  c.       [*DELETED IN ITS ENTIRETY]


                                      B-11



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   95

September    , 1998


Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A


Gentlemen,

Re:      Letter Agreement No. 0430-01

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12 Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the same
meanings as in the Agreement.

In consideration of Buyer having entered into the above referenced Agreement,
Bombardier agrees to provide Buyer with purchase rights for additional Aircraft
under the following general conditions:

1.0      Bombardier hereby offers to Buyer purchase rights for up to eight (8)
         incremental Aircraft. The incremental Aircraft are hereinafter called
         the "Incremental Aircraft".

2.0      The Incremental Aircraft will be offered in two (2) blocks of four (4)
         aircraft. The Incremental Aircraft will be offered for acceptance to
         Buyer at Bombardier's offices or premises in Montreal, Province of
         Quebec, Canada, for immediate export, and otherwise in accordance with
         the acceptance and delivery procedures provided for in the Agreement.

3.0      The delivery date of [* ] Incremental Aircraft shall be mutually agreed
         upon by Bombardier and Buyer and are subject to availability of the
         desired delivery positions prior to Buyer reserving said positions.
         Delivery dates of [* ] shall be between


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   96
                                                                          Page 2

         [* ]. Delivery shall be at a rate not to exceed two Incremental
         Aircraft per month.

4.0      Delivery positions for [* ] of Incremental Aircraft may be reserved by
         Buyer, subject to availability, by giving Bombardier a written notice,
         [* ] of its intention to purchase [* ] Incremental Aircraft. Bombardier
         shall within fifteen (15) days of Buyer's notice, advise Buyer of the
         availability of the delivery dates for the relevant blocks of
         Incremental Aircraft.

5.0      Buyer shall confirm its exercise of its right to purchase a block of
         Incremental Aircraft by irrevocable written notice to Bombardier [* ]
         prior to the delivery date of the first Incremental Aircraft in said
         block. At that time the [* ] shall apply to the exercised Incremental
         Aircraft and shall be amended to include such Incremental Aircraft.

6.0      The price of the Incremental Aircraft shall be the price stated in
         Article 4.0 of the Agreement, subject to escalation in accordance with
         the Agreement and provisions of Appendix I of the Agreement. The terms
         and conditions of the Agreement shall be applicable mutatis mutandis to
         the purchase of the Incremental Aircraft, [* ]. Upon exercise of the
         option to purchase any Incremental Aircraft, the Agreement shall be
         amended accordingly.

7.0      The basic configuration on the Aircraft as described in Article 2 and
         Appendix III of the Agreement may be changed from time to time, leading
         to adjustments in the price of the basic Aircraft over the anticipated
         delivery schedule. In the event of changes to the basic Aircraft
         configuration, Bombardier and Buyer will discuss and agree as to
         whether these changes are to be incorporated in the Incremental
         Aircraft configuration for Buyer, and if so on a mutually acceptable
         adjustment to the Incremental Aircraft price.

8.0      [*Deleted in its entirety].

9.0      Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement are personal to Buyer and shall not be
         assigned or otherwise disposed of by Buyer without the prior written
         consent of Bombardier.

10.0     This Letter Agreement constitutes an integral part of the Agreement and
         is subject to the terms and conditions contained therein. To the extent
         of any inconsistency or conflict between this Letter Agreement and the
         Agreement, this Letter Agreement shall prevail.


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------


<PAGE>   97
                                                                          Page 3

If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.

Yours truly,

BOMBARDIER INC.



--------------------
John W. Murphy
Director of  Contracts
Bombardier Aerospace Regional Aircraft


ACCEPTED AND AGREED TO:

this __ th day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.




By:
         -------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   98



September    , 1998


Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A


Gentlemen,

Re:      Letter Agreement No. 0430-02

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the same
meanings as in the Agreement.

1.0 [*Deleted in its entirety].



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------
<PAGE>   99

                                                                          Page 2

2.0      [*Deleted in its entirety].

3.0      [*Deleted in its entirety].

4.0      [*Deleted in its entirety].

5.0      Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement are personal to Buyer and shall not be
         assigned or otherwise disposed by Buyer without the prior written
         consent of Bombardier.

6.0      This Letter Agreement constitutes and integral part of the Agreement
         and is subject to the terms and conditions contained therein. To the
         extent of any inconsistency or conflict between this Letter Agreement
         and the Agreement, this Letter Agreement shall prevail.

7.0      In the event of termination of the Agreement this Letter Agreement
         shall survive termination until the advance payments have been disposed
         of in accordance with the Agreement.



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   100

                                                                          Page 3


If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.

Yours truly,

BOMBARDIER INC.



---------------------
John W. Murphy
Director of Contracts
Bombardier Aerospace Regional Aircraft


ACCEPTED AND AGREED TO:

this __th day of September, 1998


ATLANTIC SOUTHEAST AIRLINES, INC.




By:      
         -------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   101


                          [* DELETED IN ITS ENTIRETY]





                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   102

<PAGE>   103



                                                                         ANNEX A


                          [* DELETED IN ITS ENTIRETY]



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   104
                                                                          Page 2


                                                                         ANNEX B



                          [*DELETED IN ITS ENTIRETY]



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   105

                                                                          Page 3


                                                                         ANNEX C



                          [*DELETED IN ITS ENTIRETY]



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------


<PAGE>   106




September   , 1998


Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A

Gentlemen,

Re:      Letter Agreement No. 0430-03

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the same
meanings as in the Agreement.


In consideration of Buyer having entered into the above referenced Agreement,
Bombardier agrees to provide Buyer with the following benefits under the general
conditions outlined below:

1.0      Maintenance Planning Support

         1.1      Maintenance System

                  The Maintenance Programs for the Canadair Regional Jet Series
                  700 aircraft will be developed and maintained using the MSG-3
                  philosophy.
         1.2      Development of Maintenance System

                  The Maintenance System is reviewed and amended regularly by
                  the Maintenance Review Board ("MRB"). The MRB meets on a
                  regular basis, nominally twelve (12) months for new designs
                  and eighteen (18) months for a mature aircraft type to
                  continuously improve the program. Buyer will be extended the
                  opportunity to participate in the MRB process.


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------


<PAGE>   107

         1.3      Canadair Regional Jet Series 700 Maintenance Schedule

                  The MRB process will establish the appropriate intervals for
                  the following checks based on the MSG-3 philosophy:

                  Service Check
                  Routine Check
                  "A" Check
                  "C" Check

         1.4      Maintenance Cost Control

                  The Maintenance Cost Control department within Bombardier
                  monitors the direct maintenance costs of the Canadair Regional
                  Jet Series 700 at both a complete aircraft and component
                  level. The resulting normalized data is compared to target
                  levels and those exceeding expectations are analyzed to
                  determine the required action to bring the cost within target.

2.0      [* ]

         2.1      [* Deleted in its entirety]:

                  a)       [* Deleted in its entirety];

                  b)       [* Deleted in its entirety];

                  c)       [* Deleted in its entirety];

                  d)       [* Deleted in its entirety].

         2.2      [* ]:

                  a)       [* Deleted in its entirety];

                  b)       [* Deleted in its entirety];


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   108

                  c)       [* Deleted in its entirety]

                  d)       [* Deleted in its entirety]:

                                    [* Deleted in its entirety]

                                    [* Deleted in its entirety]

                                    [* Deleted in its entirety]

                                    [* Deleted in its entirety]

         2.3      [* Deleted in its entirety]

3.0      [* Deleted in its entirety]

4.0      [* Deleted in its entirety].

5.0      Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement are personal to Buyer and shall not be
         assigned or otherwise disposed of by Buyer without the prior written
         consent of Bombardier.

6.0      This Letter Agreement constitutes an integral part of the Agreement and
         is subject to the terms and conditions contained therein. To the extent
         of any inconsistency or conflict between this Letter Agreement and the
         Agreement, this Letter Agreement shall prevail.

If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.

Yours truly,

BOMBARDIER INC.



---------------------
John W. Murphy
Director of Contracts
Bombardier Aerospace Regional Aircraft



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------
<PAGE>   109

ACCEPTED AND AGREED TO:

this __th day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.




By:
        -------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------


<PAGE>   110





September    , 1998


Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A


Gentlemen,

Re:      Letter Agreement No. 0430-04

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the same
meanings as in the Agreement.


In consideration of Buyer having entered into the above referenced Agreement,
Bombardier agrees to provide Buyer with the following [* ]:

1.0      Intent

         [* Deleted in its entirety].

2.0      Definition

         [* Deleted in its entirety].


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   111

3.0      [* ]

         3.1      [*Deleted in its entirety]

4.0      Term [* ]

         The term of this [* ] shall commence on [* ] and shall expire [* ]
         thereafter.

5.0      Formula

         [*Deleted in its entirety] 

6.0 Assumptions

         [*Deleted in its entirety].



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   112

7.0      Conditions and Limitations

         7.1      [*Deleted in its entirety]:

                  a) [*Deleted in its entirety];

                  b) [*Deleted in its entirety];

                  c) [*Deleted in its entirety];

                  d) [*Deleted in its entirety];

                  e) [*Deleted in its entirety]; 

                  f) [*Deleted in its entirety];

                  g) [*Deleted in its entirety].

         7.2      Reporting

                  Buyer shall provide to Bombardier not later than 
                  [* ] after the last day of each month all reports submitted to
                  the FAA [* ]. Buyer shall also provide a report to Bombardier
                  of the [* ], and the information on [* ] accomplished during


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------
<PAGE>   113

                  each month. Buyer shall also provide Bombardier such other
                  information and data as Bombardier may reasonably request for
                  the purpose of analyzing [* ]. Bombardier shall respond to the
                  data in a timely manner and shall provide Buyer with a summary
                  of [* ].

         7.3      Verification

                  Buyer hereby grants Bombardier the right to verify all Buyer's
                  data reported under this Letter Agreement during Buyer's
                  normal business hours at Bombardier's expense and within a
                  reasonable time after written notification by Bombardier to
                  Buyer. Such verification shall include a review of Buyer's
                  [*] (where normally and customarily maintained) pertaining to
                  [*]. Bombardier's verification procedure 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 verification procedure.

         7.4      Master Record

                  [* ] will be maintained by Bombardier based upon information
                  provided by Buyer's [* ] as requested herein.

                  Bombardier shall format the data into Bombardier's format.

8.0      Corrective Action

         8.1      In the event the [* ], as reported to Buyer by Bombardier,


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------


<PAGE>   114


                  [* ], Bombardier and Buyer will jointly review the [* ] to
                  identify improvement changes required. Bombardier shall also
                  provide, at no charge, if requested by Buyer:

                  a)       [*Deleted in its entirety];

                  b)       [*Deleted in its entirety];

                  c)       [*Deleted in its entirety]

                  d)       Bombardier shall use its reasonable efforts to
                           require its suppliers to provide corrective action at
                           no charge to Buyer to the extent required when [* ]
                           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 [* ] pursuant to Article 7.2 hereof;
                  provided, that in the event Buyer shall fail to [* ] under
                  Article 7.2 hereof, Bombardier shall 




                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------
<PAGE>   115

                  provide notice of such failure to Buyer and Buyer shall have
                  fifteen (15) days after such notice to [* ].

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
         [*] 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 Agreement.

11.0     In the event of termination of the Agreement, subject to the provisions
         of Article 3.0 above, this Letter Agreement shall survive termination
         with respect to all delivered Aircraft under the Agreement.

12.0     This Letter Agreement constitutes an integral part of the Agreement and
         is subject to the terms and conditions contained therein. To the extent
         of any inconsistency or conflict between this Letter Agreement and the
         Agreement, this Letter Agreement shall prevail. Without limiting the
         foregoing, the parties agree that Article 19 of the Agreement is fully
         applicable to this Letter Agreement.


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   116



If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.

Yours truly,

BOMBARDIER INC.



------------------------
John W. Murphy
Director of  Contracts
Bombardier Aerospace Regional Aircraft Division


ACCEPTED AND AGREED TO:

this __th day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.



By:   
         ------------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer






                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   117





September    , 1998


Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A.


Gentlemen,

Re:      Letter Agreement No. 0430-05

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the same
meanings as in the Agreement.

In consideration of Buyer having entered into the above referenced Agreement,
Bombardier agrees to provide Buyer with the following [* ]:

1.0      Intent

         1.1      [*Deleted in its entirety].

         1.2      [*Deleted in its entirety]. 

                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   118

2.0 [* Deleted in its entirety]

         2.1      [* Deleted in its entirety]:

                  2.1.1    The term of this Letter Agreement shall commence on
                           [* ]; and

                  2.1.2    [* Deleted in its entirety]: 


                           a)       [* Deleted in its entirety];

                           b)       [* Deleted in its entirety];

                           c)       [* Deleted in its entirety];


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   119


                           d)       [* Deleted in its entirety]

                           e)       [* Deleted in its entirety].

3.0      Calculation of Cost

         3.1      [* Deleted in its entirety]

                  [* Deleted in its entirety]

         3.2      [* Deleted in its entirety]

                  [* Deleted in its entirety].

         3.3      [* Deleted in its entirety]

                  [* Deleted in its entirety].

         3.4      [* Deleted in its entirety]

                  [* Deleted in its entirety]:

                  [* Deleted in its entirety] 

                  Where:

                           [* Deleted in its entirety]


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   120



4.0      [* ]

         4.1      [* Deleted in its entirety].

         4.2      [* Deleted in its entirety].

                     [* Deleted in its entirety]

                           Where:
                          [* Deleted in its entirety]

         4.3      [* Deleted in its entirety]:

                     [* Deleted in its entirety]

                           Where:
                           [* Deleted in its entirety]

                           [* Deleted in its entirety]

5.0      [* ]


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------



<PAGE>   121

         5.1      [* Deleted in its entirety].

                           [* Deleted in its entirety]

                           [* Deleted in its entirety].

         5.2      [* Deleted in its entirety].

         5.3      [* Deleted in its entirety].

6.0      Audit

         Upon ten (10) 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 [* ] reported under this
         Letter Agreement, [* ], where normally and customarily maintained, [*
         ]. 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. Bombardier shall take
         reasonable efforts to keep confidential the [* ] obtained from Buyer.

7.0      Reporting

         7.1      Bombardier shall provide a quarterly report to Buyer [* ]
                  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
                  [* ] provided, that Bombardier shall notify Buyer of any such
                  failure and Buyer shall have thirty (30) days after its
                  receipt of such notice to cure such failure [* ].

         7.2      [* ] was based upon the assumption outline in the Appendix to
                  this Letter Agreement. Any deviation from the assumptions
                  outlined in the Appendix shall cause a modification in the [*
                  ] to be performed by Bombardier with the consent of Buyer such
                  consent not to be unreasonably withheld.

8.0      Subject to 9.0 hereof, upon termination of the Agreement, this Letter
         Agreement shall survive termination with respect to all delivered
         Aircraft under the Agreement.



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   122

9.0      In the event there is a change to the delivery schedule as originally
         contemplated in Appendix II or if [* ], the parties hereto shall agree
         [* ].

10.0     Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement 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 Letter Agreement constitutes an integral part of the Agreement and
         is subject to the terms and conditions contained therein. To the extent
         of any inconsistency or conflict between this Letter Agreement and the
         Agreement, this Letter Agreement shall prevail. Without limiting the
         foregoing, the parties agree that Article 19 of the Agreement is fully
         applicable to this Letter Agreement.

If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.

Yours truly,

BOMBARDIER INC.                                            BOMBARDIER INC.



--------------------
John W. Murphy
Director of Contracts
Bombardier Aerospace Regional Aircraft

ACCEPTED AND AGREED TO:

this __th day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.



By: 
   ---------------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer




                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------
<PAGE>   123



                                   APPENDIX A
                   AIRFRAME DIRECT MAINTENANCE COST GUARANTEE


[* Deleted in its entirety]

[* Deleted in its entirety]



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   124



                                      [* ]
                                     CONT'D



9. [* Deleted in its entirety]

                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   125


September      , 1998


Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia
U.S.A., 30354-1356


Gentlemen,

Re:      Letter Agreement No. 0430-06

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the same
meanings as in the Agreement.

1.0      Aircraft Configuration

         [* Deleted in its entirety].

2.0      [* Deleted in its entirety]

         2.1      [* Deleted in its entirety]

                  [* Deleted in its entirety].

         2.2      [* Deleted in its entirety]

                  [* Deleted in its entirety].

<PAGE>   126


         2.3      [* Deleted in its entirety]

                  [* Deleted in its entirety].

         2.4      [* Deleted in its entirety]

                  [* Deleted in its entirety].

         2.5      [* Deleted in its entirety]

                  2.5.1    [* Deleted in its entirety]

                  [* Deleted in its entirety].

         2.5.2    [* Deleted in its entirety]

                  [* Deleted in its entirety]
<PAGE>   127


                  -        [* Deleted in its entirety].

                  -        [* Deleted in its entirety].

                  -        [* Deleted in its entirety].

                  -        [* Deleted in its entirety]

1)       [* Deleted in its entirety]

           i)     [* Deleted in its entirety]

          ii)     [* Deleted in its entirety]

         iii)     [* Deleted in its entirety]

2)       [* Deleted in its entirety]

         [* Deleted in its entirety]

         [* Deleted in its entirety]

         [* Deleted in its entirety]

         [* Deleted in its entirety]

3.0      [* Deleted in its entirety]

         3.1      [* Deleted in its entirety]

                  [* Deleted in its entirety].

         3.2      [* Deleted in its entirety]

                  [* Deleted in its entirety].



<PAGE>   128

         3.3      [*Deleted in its entirety]

                  [*Deleted in its entirety].

4.0      [*Deleted in its entirety]

         4.1      [*Deleted in its entirety].

         4.2      [*Deleted in its entirety].

         4.3      [*Deleted in its entirety].

         4.4      [*Deleted in its entirety].

         4.5      [*Deleted in its entirety].

         4.6      [*Deleted in its entirety].

         4.7      [*Deleted in its entirety].

         4.8      [*Deleted in its entirety].
<PAGE>   129

5.0      [*Deleted in its entirety]

         5.1      [*Deleted in its entirety].

         5.2      [*Deleted in its entirety].

         5.3      [*Deleted in its entirety].


6.0      Remedies

         6.1      In the event of a [* ] contained in this Letter Agreement,
                  Bombardier shall endeavor and shall use its reasonable efforts
                  to develop corrective measures. Such measures shall be
                  developed within a period of [* ] from the delivery of the
                  first Aircraft under the Agreement (or such other longer
                  period as is required in view of the corrective measures
                  involved).

         6.2      [*Deleted in its entirety] 

                  [*Deleted in its entirety].

                  [*Deleted in its entirety]:

                  [*Deleted in its entirety]

                  Where:


<PAGE>   130

                  [*Deleted in its entirety]

                  [*Deleted in its entirety]

                  [*Deleted in its entirety]

                  [*Deleted in its entirety]

7.0      [* ]
         [*Deleted in its entirety].

8.0      Conditions

         8.1      The conditions apply as listed in Article 4.0 of this Letter
                  Agreement.

         8.2      Buyer shall operate and maintain the Aircraft and the engines
                  in accordance with Bombardier's and engine manufacturer's
                  procedures, recommendations and instructions contained in the
                  applicable manuals, data and documents provided for the
                  Aircraft.

         8.3      The Buyer shall not make any modifications on the airframe or
                  the engines that may affect the [* ] Aircraft.

9.0      [* ]

         9.1      [*Deleted in its entirety]

         9.2.     [*Deleted in its entirety]

         9.3      [*Deleted in its entirety]

10.0     In the event of the termination of the Agreement, this Letter Agreement
         shall survive termination with respect to all delivered Aircraft under
         the Agreement.

11.0     Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement are personal to Buyer and shall not be
         assigned or otherwise disposed of by Buyer without the prior written
         consent of Bombardier.
<PAGE>   131

12.0     This Letter Agreement constitutes an integral part of the Agreement and
         is subject to the terms and conditions contained therein. To the extent
         of any inconsistency or conflict between this Letter Agreement and the
         Agreement, this Letter Agreement shall prevail. Without limiting the
         foregoing the parties agree that Article 19 of the Agreement is fully
         applicable to this Letter Agreement.

If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.


Yours truly,

BOMBARDIER INC.



-----------------------------------------
John W. Murphy
Director of Contracts
Bombardier Regional Aircraft Division



ACCEPTED AND AGREED TO:

this         day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.






By: 
       ------------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer


<PAGE>   132





September      , 1998


Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A.


Gentlemen,

Re:      Letter Agreement No. 0430-07

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the same
meanings as in the Agreement.

1.0      [*Deleted in its entirety].

2.0      In the event of the termination of the Agreement, this Letter Agreement
         shall survive termination with respect to all delivered Aircraft under
         the Agreement.

3.0      Except as provided for in Article 20.0 of the Agreement, the provisions
         of this Letter Agreement are personal to Buyer and shall not be
         assigned or otherwise disposed of by Buyer without the prior written
         consent of Bombardier.


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------


<PAGE>   133

                                                                          Page 2


4.0      This Letter Agreement constitutes an integral part of the Agreement and
         is subject to the terms and conditions contained therein. To the extent
         of any inconsistency or conflict between this Letter Agreement and the
         Agreement, this Letter Agreement shall prevail.

If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.

Yours truly,

BOMBARDIER INC.



------------------------------------------
John W. Murphy
Director of Contracts
Bombardier Aerospace Regional Aircraft


ACCEPTED AND AGREED TO:

this __th day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.




By: 
         -------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer




                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------
<PAGE>   134





September   , 1998


Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A.


Gentlemen,

Re:      Letter Agreement No. 0430-08

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the same
meanings as in the Agreement.

1.0      In consideration of Buyer having entered into the above referenced
         Agreement, [* ].

2.0      In the event of the termination of the Agreement, this Letter Agreement
         shall survive termination with respect to all delivered Aircraft under
         the Agreement. In the event of termination of the Agreement, [* ] will
         be responsible to reimburse [* ] for [* ]


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------


<PAGE>   135

                                                                          Page 2


3.0      Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement 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 Letter Agreement constitutes an integral part of the Agreement and
         is subject to the terms and conditions contained therein. To the extent
         of any inconsistency or conflict between this Letter Agreement and the
         Agreement, this Letter Agreement shall prevail.

If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.

Yours truly,

BOMBARDIER INC.




John W. Murphy
Director of  Contracts
Bombardier Aerospace Regional Aircraft


ACCEPTED AND AGREED TO:

this __th day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.




By: 
   -------------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   136





September      , 1998


Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A.


Gentlemen,

Re:      Letter Agreement No. 0430-09

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the same
meanings as in the Agreement.

1.0 In consideration of Buyer having entered into the above referenced 
Agreement, Bombardier and Buyer agree.     [*   ]. 


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------
<PAGE>   137

                                                                          Page 2


2.0      [*Deleted in its entirety].

3.0      In addition, the parties agree to provide one another with notice as to
         the imposition or suspected imposition of [* ] or the payment by either
         party [* ]. Bombardier will have the right to defend or challenge any
         actual or potential [* ], provide such actions are not prejudicial as
         to Buyer's rights.

4.0      [*Deleted in its entirety].

5.0      In the event of the termination of the Agreement, this Letter Agreement
         shall survive termination with respect to all delivered Aircraft under
         the Agreement.

6.0      Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement 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 Letter Agreement constitutes an integral part of the Agreement and
         is subject to the terms and conditions contained therein. To the extent
         of any inconsistency or conflict between this Letter Agreement and the
         Agreement, this Letter Agreement shall prevail.


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------
<PAGE>   138

                                                                          Page 3


If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.

Yours truly,

BOMBARDIER INC.



------------------
John W. Murphy
Director of  Contracts
Bombardier Aerospace Regional Aircraft


ACCEPTED AND AGREED TO:

this __th day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.






By:      ________________________________
         George F. Pickett
         Chairman and Chief Executive Officer


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------

<PAGE>   139




September      , 1998


Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A.


Gentlemen,

Re:      Letter Agreement No. 0430-10

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms used herein which are defined in the Agreement and not defined herein
shall have the same meanings as in the Agreement.

This Letter Agreement provides for the terms and conditions on which Bombardier
shall provide [* ] with respect to the Aircraft.

1.       [*Deleted in its entirety].        

                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------


<PAGE>   140


                                                                          Page 2


         (b)      [* ]:

                  (i)      [*Deleted in its entirety].

                  (ii)     [*Deleted in its entirety].

2.       [* ]

         (a)      [*Deleted in its entirety].

         (b)      [*Deleted in its entirety].

         (c)      [*Deleted in its entirety].

3.       [* ]:



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------
<PAGE>   141
                                                                          Page 3

         (a)      [*Deleted in its entirety].

         (b)      [*Deleted in its entirety].

         (c)      [*Deleted in its entirety].

         (d)      [*Deleted in its entirety].

         (e)      [*Deleted in its entirety].

         (f)      [*Deleted in its entirety].

4.       [*Deleted in its entirety].

                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------
<PAGE>   142
                                                                          Page 4

5.       [*Deleted in its entirety].

6.       [*Deleted in its entirety].

8.       Confidentiality. The Buyer and Bombardier shall keep this letter
         Agreement (including all exhibits hereto) confidential and shall not
         disclose, or cause to be disclosed, the same to any Person except as
         permitted by Article 23 of the Agreement, provided however that the
         terms of Exhibit E hereto shall be subject to the provisions of section
         9 of said Exhibit E.

9.       Legal Opinion. Unless waived by Buyer, contemporaneously with
         Bombardier's execution and delivery of any document attached hereto as
         Exhibit "A", "D" or "E" (collectively the [* ), Bombardier shall supply
         a legal opinion opining on due authorization, execution and delivery of
         the [* ] so executed and delivered and that such [* ] are legal, valid
         and binding obligations of Bombardier, in accordance with their
         respective terms. The legal opinion shall be in a form to be mutually
         satisfactory and agreed upon by the parties within ten (10) days after
         the execution and delivery of the Agreement and


                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------


<PAGE>   143
                                                                          Page 5


         may be provided in whole or in part by, or in reliance on an opinion
         issued by a duly admitted lawyer employed by the legal department of
         Bombardier.

10.      In the event of termination of the Agreement, this Letter Agreement
         shall survive termination with respect to all delivered Aircraft under
         the Agreement.

11.      Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement are personal to Buyer and shall not be
         assigned or otherwise disposed of by Buyer without the prior written
         consent of Bombardier.

This Letter Agreement constitutes an integral part of the Agreement and is
subject to the terms and conditions contained therein. To the extent of any
inconsistency or conflict between this Letter Agreement and the Agreement, this
Letter Agreement shall prevail.

If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.

Yours truly,

BOMBARDIER INC.




John W. Murphy
Director of  Contracts
Bombardier Aerospace Regional Aircraft


ACCEPTED AND AGREED TO:

this ____ day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.



By:      ________________________________
         George F. Pickett
         Chairman and Chief Executive Officer



                                             Initials


                                             Buyer          Bombardier
                                                  ----------           --------
<PAGE>   144

                                                                      Exhibit A
                                                                      ---------
                                                                   [Series 700]


                           [*DELETED IN ITS ENTIRETY]


<PAGE>   145

                                                                      Exhibit B
                                                                      ---------
                                                                   [Series 700]


                           [*DELETED IN ITS ENTIRETY]


<PAGE>   146

                                                                      Exhibit C
                                                                      ---------
                                                                   [Series 700]


                           [*DELETED IN ITS ENTIRETY]


<PAGE>   147

                                                                      Exhibit D
                                                                      ---------
                                                                   [Series 700]


                           [*DELETED IN ITS ENTIRETY]


<PAGE>   148

                                                                      Exhibit E
                                                                      ---------
                                                                   [Series 700]


                  
                           [*DELETED IN ITS ENTIRETY]


<PAGE>   149


September __, 1998



Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A.


Gentlemen,

Re:      Letter Agreement No. 0430-11

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the
same meanings as in the Agreement.

1.0      [* Deleted in its entirety].

2.0      [* Deleted in its entirety]:

         [* Deleted in its entirety]:




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   150

                                                                         PAGE 2


2.1)  [* Deleted in its entirety].

      a.)   [Deleted in its entirety]

      b.)   [Deleted in its entirety]

2.2)  [* Deleted in its entirety]:

      [* Deleted in its entirety].

3.0   [* Deleted in its entirety].




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   151

                                                                         PAGE 3


4.0    [* Deleted in its entirety].

5.0    [* Deleted in its entirety].

6.0    [* Deleted in its entirety].

7.0    [* Deleted in its entirety].




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   152

                                                                         PAGE 4


6.0      In the event of the termination of the Agreement pursuant to the
         provisions of this Letter Agreement the rights and remedies provided
         for under this Letter Agreement shall constitute the sole obligation
         and liability of Bombardier and the sole and exclusive remedy of
         Buyer.

7.0      Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement are personal to Buyer and shall not be
         assigned or otherwise disposed of by Buyer without the prior written
         consent of Bombardier.

8.0      This Letter Agreement constitutes an integral part of the Agreement
         and is subject to the terms and conditions contained therein. To the
         extent of any inconsistency or conflict between this Letter Agreement
         and the Agreement, this Letter Agreement shall prevail.

If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.


Yours truly,

BOMBARDIER INC.




John W. Murphy
Director of Contracts
Bombardier Aerospace Regional Aircraft

ACCEPTED AND AGREED TO:

this ______ day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.


By:      -------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   153


September __, 1998


Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A.


Gentlemen,

Re:      Letter Agreement No. 0430-12

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the
same meanings as in the Agreement.

1.0    [* Deleted in its entirety].

2.0    [* Deleted in its entirety].




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   154

                                                                         Page 2


3.0      [* Deleted in its entirety].

3.1      [* Deleted in its entirety].

4.0      [* Deleted in its entirety].




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   155

                                                                         Page 3


5.0      [* Deleted in its entirety].

6.0      [* Deleted in its entirety].

7.0      [* Deleted in its entirety].

8.0      [* Deleted in its entirety].




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   156

                                                                         Page 4

9.0      In the event of the termination of the Agreement, this Letter
         Agreement shall survive with respect to all delivered Aircraft under
         the Agreement.

10.0     Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement 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 Letter Agreement constitutes an integral part of the Agreement
         and is subject to the terms and conditions contained therein. To the
         extent of any inconsistency or conflict between this Letter Agreement
         and the Agreement, this Letter Agreement shall prevail.

If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.

Yours truly,

BOMBARDIER INC.



John W. Murphy
Director of Contracts
Bombardier Aerospace Regional Aircraft

ACCEPTED AND AGREED TO:

this ___ day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.



By:      --------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   157

September   , 1998


Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia
U.S.A., 30354-1356


Gentlemen,

Re:      Letter Agreement No. 0430-13

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the
same meanings as in the Agreement.

1.0      [* Deleted in its entirety].
                                                                               
2.0      [* Deleted in its entirety].




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   158

                                                                         Page 2

3.0      [* Deleted in its entirety].

4.0      [* Deleted in its entirety].
                                                     
5.0      [* Deleted in its entirety].


6.0      For purposes of this Letter Agreement, [*  ] shall apply to the 
         amounts referred to under [*  ].




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   159

                                                                         Page 3


7.0      In the event of termination of the Agreement, this Letter Agreement
         shall survive such termination until the Advance has been disposed of
         or applied as contemplated herein.

8.0      Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement 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 Letter Agreement constitutes an integral part of the Agreement
         and is subject to the terms and conditions contained therein. To the
         extent of any inconsistency or conflict between this Letter Agreement
         and the Agreement, this Letter Agreement shall prevail.

If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.

Yours truly,

BOMBARDIER INC.


------------------
John W. Murphy
Director of  Contracts
Bombardier Aerospace Regional Aircraft

ACCEPTED AND AGREED TO:

this __th day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.



By:      --------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   160


September    , 1998



Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A


Gentlemen,

Re:      Letter Agreement No. 0430-14

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the
same meanings as in the Agreement.

1.0      [*Deleted in its entirety].




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   161

                                                                         Page 2


2.0      [*Deleted in its entirety].
                                        

3.0      In the event of termination of the Agreement, this Letter Agreement
         shall survive termination with respect to all delivered Aircraft under
         the Agreement.

4.0      Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement 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 Letter Agreement constitutes an integral part of the Agreement
         and is subject to the terms and conditions contained therein. To the
         extent of any inconsistency or conflict between this Letter Agreement
         and the Agreement, this Letter Agreement shall prevail.

If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.


Yours very truly,
BOMBARDIER INC.



John W. Murphy
Director of  Contracts
Bombardier Aerospace Regional Aircraft


ACCEPTED AND AGREED TO:

this ___th day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.



By:      --------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   162

September   , 1998



Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A.


Gentlemen,

Re:      Letter Agreement No. 0430-15

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the
same meanings as in the Agreement.

In consideration of Buyer having entered into the above referenced Agreement,
Bombardier agrees to provide Buyer with the following benefits under the
general conditions outlined below:

1.0      [*Deleted in its entirety].




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   163

                                                                         Page 2


2.0      [*Deleted in its entirety].
                                                                               
3.0      [*Deleted in its entirety].
                                                                    
4.0      Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement 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 Letter Agreement constitutes an integral part of the Agreement
         and is subject to the terms and conditions contained therein. To the
         extent of any inconsistency or conflict between this Letter Agreement
         and the Agreement, this Letter Agreement shall prevail.

If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.

Yours truly,

BOMBARDIER INC.



----------------------------
John W. Murphy
Director of  Contracts
Bombardier Aerospace Regional Aircraft




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   164

                                                                         Page 3


ACCEPTED AND AGREED TO:

this __th day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.



By:      --------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   165

September   , 1998



Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A


Gentlemen,

Re:      Letter Agreement No. 0430-16

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the
same meanings as in the Agreement, including all Annexes attached to the
Agreement.

1.0      As used in this Letter Agreement "Vendor" shall mean each supplier of
         Vendor Parts. [*  ].

2.0      In the event of the termination of the Agreement, this Letter
         Agreement shall survive termination with respect to all delivered
         Aircraft under the Agreement.

3.0      Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement 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 Letter Agreement constitutes an integral part of the Agreement
         and is subject to the terms and conditions contained therein. To the
         extent of any inconsistency or conflict between this Letter Agreement
         and the Agreement, this Letter Agreement shall prevail.
         Notwithstanding the foregoing the parties agree that this Letter
         Agreement is subject to Article 19.12 of the Agreement.




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   166

                                                                         Page 2

If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.

Yours truly,

BOMBARDIER INC.


-----------------
John W. Murphy
Director of Contracts
Bombardier Aerospace Regional Aircraft


ACCEPTED AND AGREED TO:

this __th day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.



By:      --------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   167


September __, 1998



Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia
U.S.A., 30354-1356


Gentlemen,

Re:      Letter Agreement No. 0430-17

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer, will become part of the
Agreement and will evidence our further agreement with respect to the matters
set forth below.

All terms herein not defined herein shall have the same meanings as in the
Agreement.

1.0      [*Deleted in its entirety].

2.0      [*Deleted in its entirety].




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   168

                                                                         Page 2


3.0      Bombardier will offer recurrent simulator training to Buyer on the
         Canadair Regional Jet Series 700 Simulator in Montreal, Quebec on a
         dry and wet lease basis at the hourly rates listed below upon
         execution of the Agreement.

<TABLE>
<CAPTION>
                           Dry Lease                 Wet Lease
                           ---------                 ---------
         <S>               <C>                       <C>    
         2000              $[*     ]                 $[*     ]
         2001              $[*     ]                 $[*     ]
         2002              $[*     ]                 $[*     ]
         2003              $[*     ]                 $[*     ]
         2004              $[*     ]                 $[*     ]
</TABLE>


4.0      In the event of termination of the Agreement, this Letter Agreement 
         shall survive such termination.

5.0      Except as provided for in Article 20.1 of the Agreement, the
         provisions of this Letter Agreement are personal to Buyer and shall
         not be assigned or otherwise disposed of by Buyer without the prior
         written consent of Bombardier.

6.0      This Letter Agreement constitutes an integral part of the Agreement
         and is subject to the terms and conditions contained therein. To the
         extent of any inconsistency or conflict between this Letter Agreement
         and the Agreement, this Letter Agreement shall prevail.

If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.


Yours truly,

BOMBARDIER INC.



--------------------
John W. Murphy
Director of Contracts
Bombardier Regional Aircraft Division




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   169

                                                                         Page 3


ACCEPTED AND AGREED TO:

this __th day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.



By:      --------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   170


September __, 1998



Mr. George F. Pickett, Chairman
Atlantic Southeast Airlines, Inc.
100 Hartsfield Centre Pkwy., Suite 800
Atlanta, Georgia  30354-1356
U.S.A.


Gentlemen,

Re:      Letter Agreement No. 0430-18

Reference is made to Purchase Agreement No. P.A.-0430 (the "Agreement") between
Bombardier Inc., represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
twelve (12) Canadair Regional Jet Series 700 aircraft.

This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.

All terms herein and in the Agreement and not defined herein shall have the
same meanings as in the Agreement.

1.0      [*Deleted in its entirety]:
                                     
a)       [*Deleted in its entirety].




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   171

                                                                         Page 2


b)       [*Deleted in its entirety].
                                    
c)       [*Deleted in its entirety].

2.0      [*Deleted in its entirety].
                                          
3.0      Upon termination of the Agreement, this Letter Agreement shall survive
         termination with respect to all delivered Aircraft under the
         Agreement.

4.0      Except as provided for in Article 20 of the Agreement, the provisions
         of this Letter Agreement 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 Letter Agreement constitutes an integral part of the Agreement
         and is subject to the terms and conditions contained therein. To the
         extent of any inconsistency or conflict between this Letter Agreement
         and the Agreement, this Letter Agreement shall prevail. Without
         limiting the foregoing, the parties agree that Article 19 of the
         Agreement is fully applicable to this Letter Agreement.




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------


<PAGE>   172

                                                                         Page 3


If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.

Yours truly,

BOMBARDIER INC.



John W. Murphy
Director of Contracts
Bombardier Aerospace Regional Aircraft


ACCEPTED AND AGREED TO:

this ___th day of September, 1998

ATLANTIC SOUTHEAST AIRLINES, INC.



By:      --------------------------------------
         George F. Pickett
         Chairman and Chief Executive Officer




                                                -------------------------------
                                                 Initials
                  
                                                 Buyer_____   Bombardier_____
                                                -------------------------------