<PAGE>   1
                                                           EXHIBIT 10(a)



                               PURCHASE AGREEMENT

                                 NO. P.A.-0372

                                    BETWEEN


                                BOMBARDIER INC.


                                      AND


                       ATLANTIC SOUTHEAST AIRLINES, INC.


                          Relating to the Purchase of
                   Thirty (30) Canadair Regional Jet aircraft


                  Including related Customer Support Services





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                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
ARTICLE
-------
<S>              <C>     <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
</TABLE>





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<TABLE>
<CAPTION>
EXHIBIT
-------
<S>             <C>
                I        CERTIFICATE OF ACCEPTANCE
                II       BILL OF SALE
                III      CERTIFICATE OF RECEIPT OF AIRCRAFT
                IV       CHANGE ORDER

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

LETTER AGREEMENTS

  LA 0372-01
  LA 0372-02
  LA 0372-03
  LA 0372-04
  LA 0372-05
  LA 0372-06
  LA 0372-07
  LA 0372-08
  LA 0372-09
  LA 0372-10
  LA 0372-11
  LA 0372-12
  LA 0372-13
  LA 0372-14
  LA 0372-15
  LA 0372-16
  LA 0372-17
  LA 0372-18
</TABLE>



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This Agreement is made on the 17th day of April 1997.

BY AND BETWEEN:     BOMBARDIER INC., ("Bombardier") a Canadian corporation
                    through its Bombardier Regional Aircraft Division 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 aircraft products and provides marketing,
                    sales and customer support services for the Canadair
                    Regional Jet aircraft and related products;

WHEREAS             Buyer desires to purchase thirty (30) 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:






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         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.-0372, including all
         Exhibits, Annexes, Appendices and Letter Agreements attached hereto
         (each of which is incorporated in this Purchase Agreement P.A.-0372 by
         this reference), as they may be amended pursuant to the provisions of
         this Purchase Agreement P.A.-0372;

         "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;



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         "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;

         "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;

         "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 Schedule Delivery Date)
         established pursuant to Article 9.1 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;

         "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;




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         "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.

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.




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         ARTICLE 2 - SUBJECT MATTER OF SALE

2.1      Subject to the provisions of this Agreement, Bombardier will sell and
         Buyer will purchase thirty (30) Canadair Regional Jet aircraft model
         CL-600-2B19 aircraft manufactured pursuant to specification no.
         RAD-601R-145 issue NC dated February 14, 1997, 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").









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         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.






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                  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 [*

                                             ] United States Dollars [*     ]

                  U.S.) 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





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<PAGE>   11

         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.






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         ARTICLE 5 PAYMENT

5.1      Intentionally left blank.

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

            a.       [*  ] of the Estimated [*         ] Price [*
                                ] upon execution of this Agreement;

            b.       [*  ] of the Estimated [*         ] Price [*     ] months
                      prior to its Scheduled Delivery Date;

            c.       [*   ] of the Estimated [*        ] Price [*     ] months
                     prior to its Scheduled Delivery Date;

            d.       [*   ] of the Estimated [*        ] Price [*     ] months
                     prior to  its Scheduled Delivery Date;

            e.       [*   ] of the Estimated [*        ] Price [*     ] months
                     prior to its Scheduled Delivery Date; and

            f.       the balance of the [*      ] Price on delivery.

        [*






                         ].

         Bombardier shall provide Buyer, coincident with the ten (10) day
         notice establishing the Readiness Date referred to in Article 9.1
         below, written notice of the amount due under Article 5.2f with
         respect to each Aircraft which notice shall contain evidence of the
         appropriate calculations supporting such amount.





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5.3      Should Buyer fail to make any of the aforementioned payments 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 two percent (2 %) per annum
         over the Prime Rate, 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:             National Bank of Canada
                                        New York, N.Y. 10101 USA
                                        Fed. ABA 026005487

         (b)   For credit to:           National Bank of Canada
                                        UID 014897
                                        600 de la Gauchetiere St. West
                                        Montreal, Quebec, H3B 4L3
                                        Transit No. 1504-1

         (c)   For further credit to:   Bombardier Inc.
                                        Canadair Division
                                        Account No.: [*       ]





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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.

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:               Wachovia Bank of Georgia
         For credit of:           Atlantic Southeast Airlines, Inc.
         Account No.:             [*           ]
         ABA #                    061000010





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         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(s) (the "Scheduled Delivery Dates").














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         ARTICLE 7  -  BUYER INFORMATION

7.1      During the manufacture of the Aircraft, Buyer shall provide to
         Bombardier on or before the date reasonably required by Bombardier,
         all information as Bombardier may reasonably request to manufacture
         the Aircraft including, without limitation, the selection of
         furnishings, internal and external colour schemes.

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

7.2      Buyer shall notify Bombardier in writing 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 sixty (60) calendar days 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







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                  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;

         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.





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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, except for damages to
         the BFE caused by Bombardier's negligence or misconduct.

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.






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                  ARTICLE 8  -  CERTIFICATION FOR EXPORT

8.1      Bombardier has obtained 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





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         governmental division [*                                          ]
         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 particular [*
                           ]. [*        ] shall be responsible for Bombardier's
         reasonable price for making such [*                ] to an Aircraft.

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.






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                    ARTICLE 9  -  ACCEPTANCE PROCEDURE

9.1      Bombardier shall give Buyer at least sixty (60) days advance notice of
         the projected two weeks during which each Aircraft may be ready for
         inspection and delivery.

         Bombardier shall give Buyer at least thirty (30) days advance notice
         of the projected date of readiness of each Aircraft for inspection and
         delivery.

         Bombardier shall give Buyer at least ten (10) working days advance
         notice of the date on which an Aircraft will be ready for Buyer's
         inspection, flight test and acceptance (the "Readiness Date").

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 balance of the [*                       ];

         (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 representatives, 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 representatives travel and living expenses, at
         Bombardier's expense. Such acceptance procedures to be agreed upon no
         later than 30 days 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






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         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) [*
                    ] Aircraft delivered hereunder, (b) [*          ] 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 [*


                                       ].

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 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";




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         (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"; 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 [*         ] calendar days 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 [*        ] calendar days 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.






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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.







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         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 [*
                                                                            ].







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         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 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





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                  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.






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                  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 designee.







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                  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 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






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<PAGE>   30



         commercially reasonable efforts to mitigate the impact of same upon
         Bombardier's obligations or responsibilities.

13.2     [*








                                                                        ].

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 [*

        

         ].

    (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)  [*








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                                                 ].  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 recommencing delivery of the
                Aircraft affected by such Excusable Delay to Buyer or [*
                                 ] provided, that as a condition to [*
                                        ], this Agreement
                shall be amended in such manner as is mutually acceptable to [*
                                             ].

(e)      In the event of an Excusable Delay or [*                      ], 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     [*

                                     ].

13.6     If, as a result of an Excusable Delay or [*            ], 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 or [*                       ].
                                                                            




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                  ARTICLE 14  -  NON-EXCUSABLE DELAY

14.1     [*

                                         




                                    ].

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 fifteen
         (15) days 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, [*






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                                                ] 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     [*



                                            ].








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         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 forty-five (45) days 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 adjusted accordingly.  Upon expiration of such [*           
                ], if the replacement aircraft shall not have been delivered
         during such period, [*

                                     ] 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 [*








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                                             ].

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, [*

                                                         ].







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                  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 forty-five (45)
                  calendar days 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 forty-five (45) calendar days
                  following receipt of a notice from Buyer specifying the
                  nature of default or breach.






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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 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)      [*









                                                             ].

         (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






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                  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)      [*                                      ] which exceeds the
                  finally adjudicated or mutually agreed damages [*           ]
                  be returned [*             

                                                    ].

         (d)      Nothing in this Article 16.4 shall affect [*               ],
                  in accordance with the applicable provisions of this
                  Agreement to retain and apply advance payments made by Buyer
                  relating to any Aircraft [*
                                                        ].

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, [*







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                                   ].

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

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.









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         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 Regional Aircraft Division
                                    123 Garratt Boulevard
                                    Downsview, Ontario
                                    Canada
                                    M3K 1Y5

                                    Attention:  Director 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:  404-209-1829

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








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         (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.

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.







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                   ARTICLE 18  -  INDEMNITY AGAINST PATENT [*
                                                ]

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








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                                                         Bombardier SS

<PAGE>   43



                  ratified, adhered to and are contracting parties to either of
                  the forgoing conventions.

18.2     [*

  




                                                                ]:

         (a)      [*

                                                             ]

         (b)      [*

                                                             ]

         (c)      [*

                                                             ].

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







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                                                         Bombardier SS

<PAGE>   44



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.










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                                                         Bombardier SS

<PAGE>   45



                  ARTICLE 19  -  LIMITATION OF LIABILITY AND INDEMNIFICATION

         19.1     [*

















                                                                    ].

         19.2     [*










45



                                                         Initials

                                                         Buyer      RVS    DDS
                                                         Bombardier SS

<PAGE>   46




                                                    ].

         19.3     [*











                                                                       ].




         19.4     [*






                                                                       ].






46


                                                         Initials

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                                                         Bombardier SS

<PAGE>   47



         19.5     [*












                                                                       ].

         19.6     [*













                                                                        ].






         19.7     [*







47


                                                         Initials

                                                         Buyer      RVS    DDS
                                                         Bombardier SS

<PAGE>   48




                                                              ].

         19.8     [*












                                                                  ].

         
         19.9     [*













48


                                                         Initials

                                                         Buyer      RVS    DDS
                                                         Bombardier SS

<PAGE>   49


















                                                                ].


         19.10    [*








49



                                                         Initials

                                                         Buyer      RVS    DDS
                                                         Bombardier SS

<PAGE>   50


















                               ].

  

       19.11    [*








50



                                                         Initials

                                                         Buyer      RVS    DDS
                                                         Bombardier SS

<PAGE>   51










                                        ].

         19.12    [*









51


                                                         Initials

                                                         Buyer      RVS    DDS
                                                         Bombardier SS

<PAGE>   52








                                                                     ].

                  [*

























52



                                                         Initials

                                                         Buyer      RVS    DDS
                                                         Bombardier SS

<PAGE>   53









                                                  ].

         19.13    [*









53


                                                         Initials

                                                         Buyer      RVS    DDS
                                                         Bombardier SS

<PAGE>   54







                                                                  ].

         19.14    [*

                                                   ].










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                                                         Bombardier SS

<PAGE>   55



         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 have
         shareholders' equity at least equal to that of the assignor on the
         date of execution of this Agreement after giving effect to any such
         succession (provided that there shall be no shareholder's equity
         requirement imposed after delivery of the last Aircraft and provided
         further, that the application of such minimum shareholders' equity
         requirement to the Incremental Aircraft (as defined in Letter
         Agreement No. 0372-01) 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







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                                                         Bombardier SS

<PAGE>   56



         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
         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.









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                                                         Bombardier SS

<PAGE>   57



         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 [*


                                                      ].











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                                                         Bombardier SS

<PAGE>   58



         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.







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                                                         Bombardier SS

<PAGE>   59



         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








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<PAGE>   60



         (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, 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.










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                                                         Bombardier SS

<PAGE>   61



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








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<PAGE>   62



         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 ten (10) 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
         and enforceable in accordance with its terms, save and except for
         general laws affecting creditors and their availability of equitable
         remedies.









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<PAGE>   63



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

For and on behalf of                  For an on behalf of





Atlantic Southeast Airlines, Inc.:    Bombardier Inc.:







By:\s\ Ronald V. Sapp                 By:\s\ Robert E. Brown
   -------------------------------       ------------------------------------
Name:  Ronald V. Sapp                 Name:  Robert E. Brown

Title: Vice President-Finance         Title: President,
                                             Bombardier Aerospace Group

                                      By:\s\ Pierre Lortie
                                         ------------------------------------
                                      Name:  Pierre Lortie

                                      Title: President,
                                             Bombardier Regional Aircraft
                                               Division









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<PAGE>   64




                                   APPENDIX I
                                   ----------

                             REGIONAL JET AIRCRAFT
                             ---------------------

                          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       =        [*                  ]

Where:

         PP       =        [*                  ]

         PO       =        [*                  ]

         LD       =        [*

                                                     ]


         LO       =        [*

                                                             ]


         ED       =        [*

                                                 ]

         EO       =        [*

                                                 ]











64


                                                         Initials

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                                                         Bombardier SS

<PAGE>   65



         CD       =        [*

                                          ]

         CO       =        [*
                                     ]

         MD       =        [*

                                       ]

         MO       =        [*

                                          ]

         FD       =        [*             ]

         FO       =        [*
                                ]

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

                  (a)      [*

                                         ]

                  (b)      [*

                                            ]

                  (c)      [*










65


                                                         Initials

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                                                         Bombardier SS

<PAGE>   66


                                                                  ]

                  (d)      [*

                                        ]

                  (e)      [*

                                  ]

                  (f)      [*

                                        ]

                  (g)      [*



                                                      ]


                  1)       [*

                                               ]

                  2)       [*

                                               ]

                  3)       [*

                                               ]








66


                                                         Initials

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                                                         Bombardier SS

<PAGE>   67



         [*
                                     ]

                  (a)      [*
                                 ]

                  (b)      [*
                                 ]

                  (c)      [*

                                              ]











67


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<PAGE>   68




                                  APPENDIX II
                                  -----------

                               DELIVERY SCHEDULE
                               -----------------
<TABLE>
<S>                                      <C>                <C> 
First Aircraft                           AUGUST             1997
SECOND AIRCRAFT                          SEPTEMBER          1997
THIRD AIRCRAFT                           OCTOBER            1997
FOURTH AIRCRAFT                          NOVEMBER           1997
FIFTH AIRCRAFT                           DECEMBER           1997
SIXTH AIRCRAFT                           JANUARY            1998
SEVENTH AIRCRAFT                         FEBRUARY           1998
EIGHTH AIRCRAFT                          MARCH              1998
NINTH AIRCRAFT                           APRIL              1998
TENTH AIRCRAFT                           MAY                1998
ELEVENTH AIRCRAFT                        JUNE               1998
TWELFTH AIRCRAFT                         JULY               1998
THIRTEENTH AIRCRAFT                      AUGUST             1998
FOURTEENTH AIRCRAFT                      SEPTEMBER          1998
FIFTEENTH AIRCRAFT                       OCTOBER            1998
SIXTEENTH AIRCRAFT                       NOVEMBER           1998
SEVENTEENTH AIRCRAFT                     DECEMBER           1998
EIGHTEENTH AIRCRAFT                      JANUARY            1999
NINETEENTH AIRCRAFT                      FEBRUARY           1999
TWENTIETH AIRCRAFT                       MARCH              1999
TWENTY-FIRST AIRCRAFT                    APRIL              1999
TWENTY-SECOND AIRCRAFT                   MAY                1999
TWENTY-THIRD AIRCRAFT                    JUNE               1999
TWENTY-FOURTH AIRCRAFT                   JULY               1999
TWENTY-FIFTH AIRCRAFT                    AUGUST             1999
TWENTY-SIXTH AIRCRAFT                    SEPTEMBER          1999
TWENTY-SEVENTH AIRCRAFT                  OCTOBER            1999
TWENTY-EIGHTH AIRCRAFT                   NOVEMBER           1999
TWENTY-NINTH AIRCRAFT                    DECEMBER           1999
THIRTIETH AIRCRAFT                       JANUARY            2000
</TABLE>








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<PAGE>   69




                                  APPENDIX III

                                 SPECIFICATION

                               TYPE SPECIFICATION

                          NUMBER RAD-601R-145 ISSUE NC

                               FEBRUARY 14, 1997

            [125 PAGES OF SPECIFICATIONS HAVE BEEN OMITTED AND FILED
                            SEPARATELY WITH THE SEC]













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<PAGE>   70



                                  APPENDIX IV
                                  -----------

                        BUYER SELECTED OPTIONAL FEATURES
                        --------------------------------
<TABLE>
<CAPTION>
CR No.                                          Description                                      U.S. DOLLARS
                                                                                               [*             ]
<S>             <C>                                                                             <C>
    00-008      Extended Range (51,000 LBS mtow)                                                [*         ]
    00-009      Centre Wing Fuel Tank                                                           [*         ]
    00-012      Additional Flap Setting                                                         [*         ]
    00-013      FAA Collins Strapping                                                           [*         ]
    21-009      Air Conditioning from Ground Cart                                               [*         ]
    23-012      Third VHF Full Provision                                                        [*         ]
    24-003      Alternate Power for Maintenance, Cargo and Boarding Lights                      [*         ]
    25-065      Customized Exterior Paint - ASA                                                 [*         ]
    25-099      Seat Recline                                                                    [*         ]
    25-100      Automatic Temperature Control for Baggage Compartment                           [*         ]
    25-306      Customized Universal Interior - ASA                                             [*         ]
    27-005      Reduction in VREF and V2 Airspeeds                                              [*         ]
    30-001      Red Anti-Ice Warning Light (FAA)                                                [*         ]
    33-002      Logo Lights                                                                     [*         ]
    33-003      Red Beacon Light                                                                [*         ]
    33-004      Cargo Door Light                                                                [*         ]
    34-013      Provision for Collins FMS                                                       [*         ]
    34-024      Optional Color VOR Antenna                                                      [*         ]
    34-026      GPWS Audio Call-out - Altitude Menu Selection                                   [*         ]
    34-027      Altimeter Baro Setting                                                          [*         ]
    34-035      Single Collins FMS 4200                                                         [*         ]
    34-037      *Single Collins GPS 4000                                                        [*         ]
    35-004      EROS Magic Mask Installation                                                    [*         ]
    72-002      CRJ-200 (CF34-3B1 Engines) Basic Performance                                    [*         ]
    
                                     TOTAL BUYER SELECTED OPTIONAL FEATURES                     [*         ]
*       [*                                   ]
</TABLE>








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<PAGE>   71
                                                                       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 CF34-3B1 turbofan engines bearing serial numbers
_____________________ and __________________ as being in accordance with the
terms and conditions of this Agreement signed on the day of ___________, 1997
between Bombardier Inc. and Buyer.




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




SIGNED FOR AND ON BEHALF OF

ATLANTIC SOUTHEAST AIRLINES, INC.


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



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



71


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials

                                                      Buyer    RVS      DDS
                                                      Bombardier SS
<PAGE>   72
                                                                  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-600-2B19 Aircraft Bearing:

         Manufacturer's serial number:               _________________________,
         With:
         Two (2) CF34-3B1 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           19   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:
                        -------------------




72
<PAGE>   73
                                                               EXHIBIT II CONT'D

                               F.A.A. BILL OF SALE


     United States of America                                      FORM APPROVED
U.S. Department of Transportation                              OMB NO. 2120-0042
 Federal Aviation Administration
       AIRCRAFT BILL OF SALE

FOR AND IN CONSIDERATION OF $          THE UNDERSIGNED
OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE
AIRCRAFT DESCRIBED AS FOLLOWS:

UNITED STATES

REGISTRATION NUMBER   N

AIRCRAFT MANUFACTURER & MODEL

AIRCRAFT SERIAL NO.

DOES THIS       DAY OF      19
HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL
RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH
AIRCRAFT UNTO:                                        Do Not Write In This Block
                                                      FOR FAA USE ONLY
PURCHASER

NAME AND ADDRESS
(IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)

DEALER CERTIFICATE NUMBER

AND TO     EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY
THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.

IN TESTIMONY WHEREOF    HAVE SET      HAND AND SEAL THIS         DAY OF       19

SELLER

NAME(S) OF SELLER    SIGNATURE(S)                                    TITLE
(TYPED OR PRINTED)   IN INK) (IF EXECUTED                     (TYPED OR PRINTED)
                     FOR CO-OWNERSHIP, ALL MUST
                                SIGN)

ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE
REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)

ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                      Buyer RVS  Bombardier SS
<PAGE>   74
                                                                     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-600-2B19 INCLUDING WITH THE AIRCRAFT TWO (2) CF34-3B1
TURBOFAN ENGINES BEARING MANUFACTURER'S SERIAL NUMBERS _____________ &
__________________.




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



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

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





74
<PAGE>   75
                                                                      EXHIBIT IV




                                  CHANGE ORDER
                                   (PRO FORMA)
<PAGE>   76
                              CONTRACT CHANGE ORDER

PURCHASER:

PURCHASE AGREEMENT NO.:                                        AIRCRAFT TYPE:

C.C.O. NO.:                                                    DATED:

                                                               PAGE __ of __

PAGES AFFECTED:

________________________________________________________________________________

     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 [*                    ]

     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:
     -------------------------                         -----------------------
      



76
<PAGE>   77
                                    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 Representative
                  ("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 [*       ], 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.




A-1


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials

                                                      Buyer 
                                                      Bombardier 
<PAGE>   78
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").

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;




A-2


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
2                                                     Buyer 
                                                      Bombardier 
<PAGE>   79
                  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.

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


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                      
                                                      Buyer 
                                                      Bombardier 
<PAGE>   80
         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 2000).

         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.




A-4


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
4                                                     Buyer 
                                                      Bombardier 
<PAGE>   81
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.

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

                  [*




                                                      ].




A-5


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                    
                                                      Buyer 
                                                      Bombardier 
<PAGE>   82
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.

         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.




A-6


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
6                                                     Buyer 
                                                      Bombardier 
<PAGE>   83
         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.




A-7


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                    
                                                      Buyer 
                                                      Bombardier
<PAGE>   84
                  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.

                  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 [*

                               ] with a ninety (90) calendar day notice period
                           prior to changing a published price.




A-8


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
8                                                     Buyer 
                                                      Bombardier 
<PAGE>   85
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.

                  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 within thirty (30) days after execution of this
                  Agreement.

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 2000, Chapter 1 (as may
                  be amended by Bombardier);




A-9


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                    
                                                      Buyer 
                                                      Bombardier 
<PAGE>   86
                  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 2000; 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    [*                                           ]

                  [*


                                                      ].

         2.8.2    [*                                           ]

                  [*




                                    ].








A-10


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
10                                                    Buyer 
                                                      Bombardier 
<PAGE>   87
         2.8.3    [*                                           ]

                           2.8.3.1  [*





                                             ]

                           2.8.3.2  [*





                                             ]

                           2.8.3.3  [*                ] above and 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

                           [*




                                                               ]


         2.8.5             NOTIFICATION AND FORMAT

                           [*




A-11


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
                                                      Buyer 
                                                      Bombardier 
<PAGE>   88
                                                                     ]. 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          [*





                                                      ]

                           2.8.7.2          [*

                                                               ]

                           2.8.7.3          [*




A-12


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
12                                                    Buyer 
                                                      Bombardier 
<PAGE>   89
                                                 ]

         2.8.8             [*                ]

                           [*


                                                      ]

         2.8.9             [*                               ]- TITLE AND RISK OF
                           LOSS

                           [*





                                             ]

                           [*



                                    ]






A-13


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                      
                                                      Buyer 
                                                      Bombardier 
<PAGE>   90
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).

         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
                  2000, 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 2000, 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.




A-14


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
14                                                    Buyer 
                                                      Bombardier 
<PAGE>   91
         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 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.






A-15


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                    
                                                      Buyer 
                                                      Bombardier 
<PAGE>   92
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;

                  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




A-16


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                      
16                                                    Buyer 
                                                      Bombardier 
<PAGE>   93
                  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 .

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




A-17


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                      
                                                      Buyer 
                                                      Bombardier 
<PAGE>   94
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, plus two percent (2%) 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.




A-18


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
18                                                    Buyer 
                                                      Bombardier 
<PAGE>   95
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.

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




A-19


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
                                                      Buyer 
                                                      Bombardier 
<PAGE>   96
         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.

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.








A-20


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
20                                                    Buyer 
                                                      Bombardier 
<PAGE>   97
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 [*     ] 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). Bombardier shall furnish each
                           of Buyer's licensed pilots attending the course one
                           copy of the Flight Crew Operating Manual.




A-21


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
                                                      Buyer 
                                                      Bombardier 
<PAGE>   98
                  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.

                  3.2.2    PILOT TRAINING

                           In addition to Article 3.2.1.1 and 3.2.1.2 above,
                           Bombardier will provide ground and simulator training
                           for an additional [*             ] prior to delivery
                           of the first Aircraft.

                  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

                           [*      ] for up to [*      ] 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-22


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
22                                                    Buyer 
                                                      Bombardier 
<PAGE>   99
         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.

               Flight Crew Ground Training Materials

               Bombardier shall provide to the Buyer, [*
                       ] 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-23


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
                                                      Buyer 
                                                      Bombardier
<PAGE>   100
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 six (6) 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 twenty-five (25) working days.

                  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.




A-24


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
24                                                    Buyer 
                                                      Bombardier 
<PAGE>   101
3.3.3             GROUND HANDLING COURSE

                  Bombardier shall, at no additional charge, provide [*      ]
                  Ground Handling Course 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 [*           ].

3.3.4             GENERAL FAMILIARIZATION COURSE

                  Bombardier shall, at no additional charge, provide [*    ]
                  General Familiarization Course to train up to [*            ].
                  The course shall generally describe the Aircraft, the systems
                  and the maintenance and support requirements. This course is
                  primarily designed for Buyer's facilities planning, parts
                  provisioning and aircraft 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.




A-25


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                    
                                                      Buyer 
                                                      Bombardier 
<PAGE>   102
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 [* ] sets 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
               v)          Audio cassettes tapes.
               vi)         Airframe/Engine Maintenance Training Manual; and
               vii)        Avionics/Electrical Maintenance Training Manual.

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;




A-26


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
26                                                    Buyer 
                                                      Bombardier 
<PAGE>   103
                  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 [*               ], for a total of [* ]. 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.






A-27


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                    
                                                      Buyer 
                                                      Bombardier 
<PAGE>   104
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 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 Parts or 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-28


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                      
28                                                    Buyer 
                                                      Bombardier 
<PAGE>   105
                                  ATTACHMENT A
                             LIST OF TECHNICAL DATA
                       COLUMN HEADING EXPLANATION OF CODES

ITEM

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).




A-29


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
                                                      Buyer 
                                                      Bombardier 
<PAGE>   106
                  7    ATA   Y    =    Document is per ATA Specification 100
                                       Revision 26.
                             N    =    Document is to Bombardier's existing
                                       commercial practices.

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








A-30


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                    
30                                                    Buyer 
                                                      Bombardier 
<PAGE>   107
                                 TECHNICAL DATA
                                  REGIONAL JET


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


A-31


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                      
                                                      Buyer 
                                                      Bombardier 
<PAGE>   108
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.

         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-32


Purchase Agreement P.A.-0372
Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
32                                                    Buyer 
                                                      Bombardier 
<PAGE>   109
                                    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 [*              ];
                           and

                  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.

         1.1.2    The Warranty set forth in Annex B Article 1.1.1 (c) and (d)
                  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.




Purchase Agreement P.A.-0372          B-1

Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
                                                      Buyer 
                                                      Bombardier 
<PAGE>   110
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), [*           ] months 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, [*       ] months 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, [*         ] months from the date of
                  delivery of the Aircraft or BRAD Parts as applicable; and

         d)       for errors in the Technical Data referred to in Annex B
                  Article 1.1.3, [*        ] months 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 [* 
                  ] or operation of the Aircraft.




Purchase Agreement P.A.-0372          B-2

Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
2                                                     Buyer 
                                                      Bombardier 
<PAGE>   111
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




Purchase Agreement P.A.-0372          B-3

Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
                                                      Buyer 
                                                      Bombardier 
<PAGE>   112
         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, 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.




Purchase Agreement P.A.-0372          B-4

Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                      
4                                                     Buyer 
                                                      Bombardier 
<PAGE>   113
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

                  d)       Buyer does not

                           1)       report the Defect in writing to Bombardier's
                                    Warranty administrator within forty-five
                                    (45) calendar days 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




Purchase Agreement P.A.-0372          B-5

Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                    
                                                      Buyer 
                                                      Bombardier 
<PAGE>   114
                  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
         repetitive in service




Purchase Agreement P.A.-0372          B-6

Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                    
6                                                     Buyer 
                                                      Bombardier 
<PAGE>   115
         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 [*                           ].










Purchase Agreement P.A.-0372          B-7

Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                      
                                                      Buyer 
                                                      Bombardier 
<PAGE>   116
         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




Purchase Agreement P.A.-0372          B-8

Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
8                                                     Buyer 
                                                      Bombardier 
<PAGE>   117
         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.

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.








Purchase Agreement P.A.-0372          B-9

Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
                                                      Buyer 
                                                      Bombardier 
<PAGE>   118
ARTICLE 3 - SERVICE LIFE POLICY

3.1      APPLICABILITY

         [*

                                             ].

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   =        [*                ]
              C   =        [*                                  ]
              T   =        [*
                                             ]




Purchase Agreement P.A.-0372          B-10

Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
10                                                    Buyer 
                                                      Bombardier 
<PAGE>   119
3.4               CONDITIONS AND LIMITATIONS

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

                  a)  [*



                                    ];

                  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 [*                            ] 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




Purchase Agreement P.A.-0372          B-11

Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
                                                      Buyer 
                                                      Bombardier 
<PAGE>   120
                      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.

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.




Purchase Agreement P.A.-0372          B-12

Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
12                                                    Buyer 
                                                      Bombardier 
<PAGE>   121
                             ANNEX B - ATTACHMENT A
                               COVERED COMPONENTS

1.       WING

         a.       [*                                           ]

         b.       [*                                           ]

         c.       [*                                           ]

         d.       [*                                           ]

         e.       [*                                           ]

         f.       [*                                           ]

         g.       [*                                           ]

         h.       [*                                           ]

         i.       [*                                           ]

         j.       [*                                           ]


2.       FUSELAGE

         a.       [

                                    ].




Purchase Agreement P.A.-0372          B-13

Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                     
                                                      Buyer 
                                                      Bombardier 
<PAGE>   122
         b.       [*

                                                               ]

         c.       [*
                                                      ]

         d.       [*
                                             ]

         e.       [*                                           ]


3.       VERTICAL STABILIZER

         a.       [*    ]

         b.       [*                                           ]

         c.       [*                                           ]

         d.       [*                                           ]

         e.       [*
                           ]

         4.       HORIZONTAL STABILIZER

         a.       [*                                           ]

         b.       [*                                           ]

         c.       [*                                           ]




Purchase Agreement P.A.-0372          B-14

Atlantic Southeast Airlines, Inc.
                                                      Initials
                                                   
14                                                    Buyer 
                                                      Bombardier 
<PAGE>   123


April 17, 1997

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. 0372-01

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of thirty (30) Canadair Regional Jet 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 sixty
         (60) incremental Aircraft. The incremental Aircraft are hereinafter
         called the "Incremental Aircraft".

2.0      The Incremental Aircraft will be offered in blocks of five (5)
         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      [*
                           ]:

                                                                      LA 0372-01
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   124


                                                                          Page 2

         [*










                                                 ]

4.0      The delivery dates of [*            ] 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 [*      
           ]. Delivery shall be at a rate not to exceed two Incremental 
         Aircraft per month.

5.0      Delivery positions for [*           ] of Incremental Aircraft may be 
         reserved by Buyer, subject to availability, by giving Bombardier a 
         written notice, [*         ] prior to the delivery date of the
         first Incremental Aircraft in the applicable block, of its intention
         to purchase a block of 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.
         At such time as Bombardier and Buyer agree on the delivery dates of
         the block of Incremental Aircraft, Buyer shall within ten (10) days of
         such agreement provide a non-refundable deposit for the Incremental
         Aircraft of [*             ] per Incremental Aircraft in that block 
         whereupon Bombardier will reserve the incremental aircraft for Buyer.

6.0      Buyer shall confirm its exercise of its right to purchase a block of
         Incremental Aircraft [*                ] by definite written notice 
         to Bombardier [*                ] prior to the delivery date of the 
         first Incremental Aircraft in said  block. At that time (i) the
         payment terms contained in Article 5.2 of the Agreement shall apply to
         that block of Incremental Aircraft provided, that for purposes of
         Article 5.2(a) the payment required thereunder shall be made at the
         time the Agreement is amended pursuant to Article 7.0 of this Letter
         Agreement with Buyer receiving credit for the deposits referred to in
         Article 5.0 of this Letter Agreement with respect to such

                                                                      LA 0372-01
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   125


                                                                          Page 3

         Incremental Aircraft at such time and (ii) Article 2.0 (including Annex
         A) of Letter Agreement 0372-02 shall be amended to include the
         Incremental Aircraft.

7.0      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, except that the following
         provisions thereof shall not be applicable:

         Annex A, Article 3.2 and Article 3.3 (except as provided in this 
         Letter Agreement )
         LA No. 0372-03
         LA No. 0372-04, Article 3 and Article 5
         LA No. 0372-09
         LA No. 0372-11
         LA No. 0372-12
         LA No. 0372-14
         LA No. 0372-15

         Upon exercise of the option to purchase the Incremental Aircraft, the
         Agreement shall be amended accordingly.

8.0      The basic configuration on the Aircraft as described in Article 2
         and Appendix III of the Agreement maybe 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.

9.0      [*

                   ].

10.0     If Buyer exercises its purchase rights for the Incremental Aircraft, 
         Bombardier shall provide additional airframe, powerplant, avionics and
         electrical training for [*        ] of Buyer's maintenance and avionics
         technicians per Incremental Aircraft purchased.

                                                                      LA 0372-01
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   126


                                                                          Page 4

11.0     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.

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.


                                                                      LA 0372-01
                                                                        Initials

                                                      Buyer RVS    Bombardier SS


<PAGE>   127


                                                                          Page 5

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.



/s/ Michael Bourgeois                      /s/ Pierre Lortie
-------------------------------------      -------------------------------------
Michel Bourgeois                           Pierre Lortie
Vice President, Contracts                  President
Bombardier Regional Aircraft Division      Bombardier Regional Aircraft Division


ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
   ----------------------------------      
    Ronald V. Sapp
    Vice President-Finance


                                                                      LA 0372-01
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   128



April 17, 1997

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. 0372-02

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of thirty (30) Canadair Regional Jet 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 [*

                                       ].

2.0 As the [*           ] cannot be established at the time of this Agreement,
    for Buyer's information and payment purposes pursuant to Article 5 of the 
    Agreement only, the estimated [*                                          ]
    at time of delivery for each Aircraft is outlined in Annex A of this Letter
    Agreement. The [*                 ] is based on presently known indices and
    for the aforesaid payment purposes are not to be adjusted provided however 
    that the [*                 ] shall be established in accordance with 
    Appendix I to the Agreement.


LA 0372-02
                                                          Initials

                                                          Buyer RVS
                                                          Bombardier SS


<PAGE>   129


                                                                          Page 2


3.0      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.

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

         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.



         /s/ Michael Bourgeois                    /s/ Pierre Lortie
         ---------------------------------        ------------------------------
         Michel Bourgeois                         Pierre Lortie
         Vice President, Contracts                President
         Bombardier Regional Aircraft             Bombardier Regional Aircraft
         Division                                 Division

         ACCEPTED AND AGREED TO:

         this 17th day of April, 1997

         ATLANTIC SOUTHEAST AIRLINES, INC.



         By: /s/ Ronald V. Sapp
            ------------------------------
             Ronald V. Sapp
             Vice President-Finance



LA 0372-02

                                                           Initials

                                                           Buyer RVS
                                                           Bombardier SS


<PAGE>   130




                                   ANNEX A
                          ESTIMATED PURCHASE PRICE

         [*








                                                                 ]

         NOTE: SUBJECT TO ADJUSTMENT FOR VARIATION IN INDICES.


LA 0372-02

                                                               Initials

                                                               Buyer  RVS
                                                               Bombardier SS


<PAGE>   131



April 17, 1997

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. 0372-03

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. represented by its Bombardier Regional Aircraft Division
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
thirty (30) Canadair Regional Jet 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 [*

                                                                              ].

                                                                      LA 0372-03
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   132


                                                                          page 2

         2.0      [*

                                                                             ]

         3.0      [*

                                                                             ].

         4.0      [*

                                                                             ].

         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 by buyer without
                  the prior written consent of bombardier.


                                                                      LA 0372-03
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                                                         Buyer RVS Bombardier SS


<PAGE>   133


                                                                          Page 3

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.

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.



/s/ Michael Bourgeois                           /s/ Pierre Lortie
-------------------------------------           --------------------------------
Michel Bourgeois                                Pierre Lortie
Vice President, Contracts                       President
Bombardier Regional Aircraft                    Bombardier Regional Aircraft 
Division                                        Division


ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
-------------------------------------
    Ronald V. Sapp
    Vice President-Finance


                                                                      LA 0372-03
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   134


                                                                          Page 4

         [*


















                                                                     ]


                                                                      LA 0372-03
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   135


                                                                          Page 5

         [*








                                                         ]



                                                                      LA 0372-03
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   136


                                                                          Page 6

         [*





                                                                    ]



                                                                      LA 0372-03
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   137


                                                                          Page 7

         [*








                                                                       ]



                                                                      LA 0372-03
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   138



April 17, 1997

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. 0372-04

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of thirty (30) Canadair Regional Jet 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
                  is 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. The Board 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 Maintenance Review Board.


LA 0372-04

                                                            Initials

                                                            Buyer RVS
                                                            Bombardier SS


<PAGE>   139


                                                                          Page 2

         1.3   [*

                                    ]

         1.4   Maintenance Cost Control

               The Maintenance Cost Control department within Bombardier 
               monitors the direct maintenance costs of the Canadair Regional
               jet 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   [*

                                                                              ]:

               a)       [*

                                                 ];

               b)       [* 
                              ];

               c)       [*                                    ], [* ]          
                                                                                
               d)       [*                                         ].           

         2.2   [*
                              ]:

               a)       [*
                                   ];


LA 0372-04

                                                              Initials

                                                              Buyer   RVS
                                                              Bombardier SS


<PAGE>   140


                                                                          Page 3


                           b)       [*

                                                        ];

                           c)       [*                                        ]

                           d)       [*

                                                                              ]

                  2.3      [*

                                                                     ].

         3.0      [*                            ]

                  3.1      [*

                                                    ].

                  3.2      [*

                                                                      ] .

                  3.3      [*

                                                    ].


LA 0372-04

                                                               Initials

                                                               Buyer   RVS
                                                               Bombardier SS


<PAGE>   141


                                                                          Page 4

                  3.4      [*

                                                                    ].

                  3.5      [*

                                       ].

         4.0      [*

                           ].

         5.0      [*                   ]

                  [*



                                                       ]

         6.0      In the event of the termination of the Agreement Articles 3
                  and 5 of the Letter Agreement shall become automatically null
                  and void except that with respect to Article 3 if it has been
                  already implemented it shall survive termination of the
                  Agreement and shall terminate in accordance with the terms of
                  the consigment agreement governing same.  In the event of the
                  termination of the Agreement, all Articles other than 3 and 5
                  shall stay in effect with respect to all delivered Aircraft
                  under the Agreement.


         7.0      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.

                  


LA 0372-04

                                                              Initials

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                                                              Bombardier SS


<PAGE>   142


                                                                          Page 5


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.                            BOMBARDIER INC.



/s/ Michael Bourgeois                      /s/ Pierre Lortie
-------------------------------------      -------------------------------------
Michel Bourgeois                           Pierre Lortie
Vice President, Contracts                  President
Bombardier Regional Aircraft Division      Bombardier Regional Aircraft Division



ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
   ----------------------------------
    Ronald V. Sapp
    Vice President-Finance


LA 0372-04

                                                              Initials

                                                              Buyer   RVS
                                                              Bombardier SS


<PAGE>   143



         April 17, 1997

         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. 0372-05

         Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement")
         between Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines,
         Inc. ("Buyer") for the sale of thirty (30) Canadair Regional Jet
         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

         [*


            ].
2.0      Definition

         [*



            ].


                                                                      LA 0372-05
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   144


                                                                          Page 2

3.0      [*                         ]

         3.1      [*

                                                  ]
                                       
3.2      [*

                                         ]

3.3      [*

                   ]


                                                                      LA 0372-05
                                                                        Initials

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<PAGE>   145


                                                                          Page 3

4.0      Term [*             ]

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

5.0      Formula

         [*












                 ]

6.0      Assumptions

         [*






                    ].



                                                                      LA 0372-05
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   146


                                                                          Page 4

7.0      Conditions and Limitations

         7.1      [*

                                                ]:

         a)       [*

                                                ];

         b)       [*

                                                ];

         c)       [*

                                                      ];

         d)       [*

                                            ];

         e)       [*

                                                 ];

         f)       [*

                                            ];



                                                                      LA 0372-05
                                                                        Initials

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<PAGE>   147


                                                                          Page 5

         g)       [*

                            ];

         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 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 [*
                    ].

         7.3      [*__________________________]

                  [*                              ] 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 [*

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

                  a)       [*

                                                          ];



                                                                      LA 0372-05
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   148


                                                                          Page 6

                  b)       [*

                                                     ];

                  c)       [*

                                                                 ]; and

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

                           a direct result of failure of equipment designed by 
                           such suppliers.



                                                                      LA 0372-05
                                                                        Initials

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<PAGE>   149


                                                                          Page 7

         8.2      Bombardier's liability to investigate and provide corrective 
                  action under the terms [*
                                               ] pursuant to Article 7.2 hereof;
                  provided, that in the event Buyer shall fail to provide
                  Bombardier with any information required under Article 7.2
                  hereof, Bombardier shall provide notice of such failure to
                  Buyer and Buyer shall have fifteen (15) days after such notice
                  to provide the requested information to Bombardier hereunder
                  [*
                                                                            ].

         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.



                                                                      LA 0372-05
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   150


                                                                          Page 8

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.



/s/ Michael Bourgeois                      /s/ Pierre Lortie
-------------------------------------      -------------------------------------
Michel Bourgeois                           Pierre Lortie
Vice President, Contracts                  President
Bombardier Regional Aircraft Division      Bombardier Regional Aircraft Division


ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
   ----------------------------------
   Ronald V. Sapp
   Vice President-Finance


                                                                      LA 0372-05
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   151



April 17, 1997

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. 0372-06

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of thirty (30) Canadair Regional Jet 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     [*

                                     ].

        1.2     [*

                               ].



                                                                      LA 0372-06
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<PAGE>   152


                                                                          Page 2

             2.0           [*                             ]

                  2.1      [*

                                                                   ]:

                           2.1.1    The term of this Letter Agreement shall 
                                    commence on the first day of the month 
                                    following delivery of the [*
                                                      ]; and

                           2.1.2    [*
                                                ]

                                    a)        [*

                                                           ]

                                    b)        [*

                                                                           ]

                                    c)      [*

                                                                     ]



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<PAGE>   153


                                                                          Page 3

                                    d)      [*

                                                                 ]

                                    e)      [*

                                                     ]

         3.0      [*                    ]

                  3.1      [*__________________________]

                           [*




                                                       ]

                  3.2      [*__________________________    ]

                           [*


                                                       ]


                  3.3      [*__________________________]

                           [*




                                                       ].



                                                                      LA 0372-06
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<PAGE>   154


                                                                          Page 4

                  3.4      [*________________________________]

                           [*





                                                                   ]


                  4.0      [*              ]

                  4.1      [*

                                             ].

                  4.2      [*

                                                                          ]



                                                                      LA 0372-06
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<PAGE>   155


                                                                          Page 5

                  4.3      [*

                                                                   ]

         5.0      [*                     ]

                  5.1      [*

                                                              ]

                  5.2      [*

                                                                 ].

                  5.3      [*

                                                                           ].


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<PAGE>   156


                                                                          Page 6

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 charges reported under this
         Letter Agreement, [*
                                              ], where normally and [*
                 ].  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 financial information
         and practices and procedural information 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.

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

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<PAGE>   157


                                                                          Page 7

10.0     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.

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.



/s/ Michael Bourgeois                      /s/ Pierre Lortie
-------------------------------------      -------------------------------------
Michel Bourgeois                           Pierre Lortie
Vice President, Contracts                  President
Bombardier Regional Aircraft Division      Bombardier Regional Aircraft Division


ACCEPTED AND AGREED TO:

this 17th day of April, 1997


ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
   ----------------------------------
    Ronald V. Sapp
    Vice President-Finance


                                                                      LA 0372-06
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   158


                                                                          Page 8


                                   APPENDIX A

                  [*
















                                                                               ]




                                                                      LA 0372-06
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   159


                                                                          Page 9

         [*














                                                                               ]


                                                                      LA 0372-06
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   160



April 17, 1997

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. 0372-07

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
         Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc.
         ("Buyer") for the sale of thirty (30) Canadair Regional Jet 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

         [*



LA 0372-07

                                                              Initials

                                                              Buyer RVS
                                                              Bombardier SS


<PAGE>   161


                                                                          Page 2

                                                    ].

2.0      [*____________________________]

         2.1      [*____________________________]

                  [*
                                                          ].

         2.2      [*_____________________________]

                  [*
                                                             ].

         2.3      [*_______________________]

                  [*

                                                                 ].

         2.4      [*________________________]

                  [*


                                                                        ].

         2.5      [*_________________________]

                  [*


                                                                            ].

         The mission is flown at ISA conditions throughout.


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                                                              Initials

                                                              Buyer RVS
                                                              Bombardier SS


<PAGE>   162


                                                                          Page 3

                           [*

















                                                                           ].



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                                                             Initials

                                                             Buyer RVS
                                                             Bombardier SS


<PAGE>   163


                                                                          Page 4

                                    [*
                                                       ]
                  3.0      [*___________________]

                           3.1      [*_______________]

                                    [


                                                    ].

                           3.2      [*_____________]

                                    [*

                                                                      ].

                           3.3      [*                                ]

                                    [*

                                                                      ].

         4.0               [*______________________]

                           4.1      [*

                                                                      ].

                           4.2      [*

                                                          ].
                  .




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                                                            Bombardier SS


<PAGE>   164


                                                                          Page 5

                           4.3      [*

                                                                   ].

                           4.4      [*

                                                                       ].


                           4.5      [*

                                                                          ].


                           4.6      [*

                                                            ].
                  .

                           4.7      [*                                        ].

                  5.0      [*_________________________________]

                  5.1      [*

                                                            ].

                  5.2      [*

                                                               ].

                  5.3      [*

                                                            ].


LA 0372-07

                                                               Initials

                                                               Buyer RVS
                                                               Bombardier SS


<PAGE>   165


                                                                          Page 6

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).

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

8.0      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.

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. 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.



/s/ Michael Bourgeois                             /s/ Pierre Lortie            
----------------------------                      ------------------------------
Michel Bourgeois                                  Pierre Lortie                
Vice President, Contracts                         President                    
Bombardier Regional Aircraft                      Bombardier Regional Aircraft 
Division                                          Division                     
                       

ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
    -----------------------------
    Ronald V. Sapp
    Vice President-Finance


LA 0372-07

                                                              Initials

                                                              Buyer RVS
                                                              Bombardier SS


<PAGE>   166



April 17, 1997

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. 0372-08

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of thirty (30) Canadair Regional Jet 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 int he Agreement and not defined herein shall have the same
meangs 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.


LA 0372-08

                                                             Initials

                                                             Buyer RVS
                                                             Bombardier SS


<PAGE>   167


                                                                          Page 2


3.0      Except as provided for in Article 20.1 and 20.5 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.                                  BOMBARDIER INC.




/s/ Michael Bourgeois                            /s/ Pierre Lortie
---------------------------------                -------------------------------
Michel Bourgeois                                 Pierre Lortie
Vice President, Contracts                        President
Bombardier Regional Aircraft                     Bombardier Regional Aircraft
Division                                         Division 

ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
---------------------------------
   Ronald V. Sapp
   Vice President-Finance



LA 0372-08

                                                           Initials

                                                           Buyer RVS
                                                           Bombardier SS


<PAGE>   168




April 17, 1997

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. 0372-09

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of thirty (30) Canadair Regional Jet 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      [*

                                                                              ].

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, Buyer will be responsible to reimburse Bombardier for any
         credits used but not yet earned.


LA 0372-09

                                                              Initials

                                                              Buyer   RVS
                                                              Bombardier   SS


<PAGE>   169


                                                                          Page 2


3.0      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.

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.                                  BOMBARDIER INC.



/s/ Michael Bourgeois                            /s/ Pierre Lortie
---------------------------------                -------------------------------
Michel Bourgeois                                 Pierre Lortie
Vice President, Contracts                        President

Bombardier Regional Aircraft                     Bombardier Regional Aircraft 
Division                                         Division

ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
   ------------------------------
   Ronald V. Sapp
   Vice President-Finance


LA 0372-09

                                                              Initials

                                                              Buyer RVS
                                                              Bombardier SS


<PAGE>   170






April 17, 1997

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. 0372-10

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of thirty (30) Canadair Regional Jet 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,
         [*                                                                    ]
         respect to the Aircraft and subject to the exceptions provided in
         subclauses (x) and (y) below, that [*



                                           ].

                                                                      LA 0372-10

                                                                        Initials

                                                         BUYER RVS BOMBARDIER SS


<PAGE>   171


                                                                          Page 2

         2.0      [*

                                            ].

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

         4.0      [*


                                ].

         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 20.1 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.


                                                                      LA 0372-10
                                                                        Initials

                                                         BUYER RVS BOMBARDIER SS


<PAGE>   172


                                                                          Page 3


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.

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.



/s/ Michael Bourgeois                            /s/ Pierre Lortie
---------------------------------                -------------------------------
Michel Bourgeois                                 Pierre Lortie
Vice President, Contracts                        President
Bombardier Regional Aircraft                     Bombardier Regional Aircraft 
Division                                         Division     

ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
   ------------------------------
   Ronald V. Sapp
   Vice President-Finance



                                                                      LA 0372-10
                                                                        Initials

                                                         BUYER RVS BOMBARDIER SS


<PAGE>   173



April 17, 1997

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. 0372-11

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of thirty (30) Canadair Regional Jet 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, but no obligations
to purchase, the CRJ-700 Aircraft under the following general conditions:

1.0      Bombardier hereby offers to Buyer purchase rights upon terms and 
         conditions to be agreed upon and in accordance with the provisions of
         this Letter Agreement for up to [* ] CRJ-700 Aircraft. It is understood
         that as far as applicable to a development program and to the
         provisions of this Letter Agreement, the purchase agreement for the
         CRJ-700 Incremental Aircraft shall be substantially based upon the
         terms and conditions of this Agreement. The CRJ-700 Aircraft shall
         hereinafter called the "CRJ-700 Incremental Aircraft".

2.0      The CRJ-700 Incremental Aircraft will be offered in blocks of five
         (5) aircraft. The CRJ-700 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 provisions of the
         Agreement.


                                                                      LA 0372-11
                                                                        Initials

                                                         BUYER RVS BOMBARDIER SS


<PAGE>   174


                                                                          Page 2



3.0      The delivery dates of the CRJ-700 Incremental Aircraft shall be
         mutually agreed upon by Bombardier and Buyer and are subject to the
         availability of the desired delivery positions and to the prior sale,
         commitment or other disposition of the desired delivery position prior
         to Buyer reserving said positions. [*
                                                                              ].


4.0      Delivery positions for the CRJ-700 Incremental Aircraft may be
         reserved by Buyer, subject to availability, by giving Bombardier a
         written notice, [*        ] prior to the delivery date of the first 
         CRJ-700 Incremental Aircraft in the applicable block, of its 
         intention to purchase a block of CRJ-700 Incremental Aircraft. 
         Bombardier shall within fifteen (15) days of Buyer's notice, advise 
         Buyer of the availability of the delivery dates for the relevant 
         block of Incremental Aircraft. At such time as Bombardier and Buyer 
         agreed on the delivery dates of the block of CRJ-700 Incremental 
         Aircraft, Buyer shall within ten (10) days of such agreement provide 
         a non-refundable deposit for the CRJ-700 Incremental Aircraft 
         [*               ] per CRJ-700 Incremental Aircraft in that block 
         whereupon Bombardier will reserve the CRJ-700 Incremental Aircraft 
         for Buyer.


5.0      Aircraft Price

         5.1      Base Price

         5.1.1    The base price for each of CRJ-700 Incremental Aircraft
                  (excluding any available optional features) 
                  [*
                                            ] dollars.

         5.1.2    The base price of the selected optional features listed in 
                  Annex A are [*
                                                                     ] dollars.

         5.1.3    The CRJ-700 Incremental Aircraft base price shall be the base
                  price as stated in Article 5.1.1 plus the base price of the
                  selected optional features as stated in Article 5.1.2 ("Base
                  Price").

         5.2      CRJ-700 Incremental Aircraft Purchase Price

                  The price of the CRJ-700 Incremental Aircraft (the "CRJ-700
                  Incremental Aircraft Purchase Price") shall be the CRJ-700
                  Incremental Aircraft Base Price stated in Article 5.1 adjusted
                  to the date of delivery to reflect economic fluctuations
                  during the period from [*      ] to the respective delivery 
                  date of the CRJ-700 Incremental Aircraft. Such adjustments
                  shall be based on a formula that will be provided on or before
                  July 21, 1997 (the "CRJ-700 Economic Adjustment Formula").


                                                                      LA 0372-11
                                                                        Initials

                                                         BUYER RVS BOMBARDIER SS


<PAGE>   175


                                                                          Page 3

         6.0      [*              ]

                  6.1    [

                                                            ].

                  6.2    [*

                                                 ]


         7.0    In any event if Buyer has not exercised Buyer's rights
                to purchase [*  ] CRJ-700 by [*    ] then this Letter
                Agreement shall become automatically null and void.

         8.0    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.

         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.


                                                                      LA 0372-11
                                                                        Initials

                                                         BUYER RVS BOMBARDIER SS


<PAGE>   176


                                                                          Page 4

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.



/s/ Michael Bourgeois                             /s/ Pierre Lortie
---------------------------------                 ------------------------------
Michel Bourgeois                                  Pierre Lortie
Vice President, Contracts                         President
Bombardier Regional Aircraft                      Bombardier Regional Aircraft 
Division                                          Division

ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
   ------------------------------ 
    Ronald V. Sapp
    Vice President-Finance


                                                                      LA 0372-11
                                                                        Initials

                                                         BUYER RVS BOMBARDIER SS


<PAGE>   177


                                                                          Page 5

                                     ANNEX A

                           SELECTED OPTIONAL FEATURES

<TABLE>
<CAPTION>
                                                                                        Price
                                            CRJ-700                                      
 CR No.                                  Description

<S>              <C>                                                                      <C>          
00-201           Intermediate Design Weights (74,950 lbs MTOW) - ER                       [*
00-203           FAA Certification
00-009           Centre Wing Fuel Tank
00-012           Additional Flap Setting
21-209           Ground Air Conditioning Connection
23-212           Third VHF - provisions only
23-223           Collins ACARS
24-003           Alternate Power for Maintenance, Cargo and Boarding Lights
25-100           Class C Baggage Compartment with temperature control
TBD 007          G1 Basic Galley (Shell)
TBD 090          Reclining Seats
27-005           Reduced V2 VREF Speed
30-001           Red Anti-ice Warning Light (FAA)
33-202/4         Logo and Cargo Lights
33-203           Red Strobe Lights
34-213           Dual Collins FMS - Provisions only
34-226           GPWS Audio Call-Out
34-227           Altimeter Reset Auto Flash
34-231           Single Collins FMS 4200
TBD 084          Single GPS
35-204           EROS Mask - Provisions Only

                                                                          TOTAL FEATURES           ]
</TABLE>


All prices listed above are expressed [*      ] US dollars, and are subject to
economic adjustment to the date of CRJ-700 Incremental Aircraft delivery. 
[*                         ]

                                                                      LA 0372-11
                                                                        Initials

                                                         BUYER RVS BOMBARDIER SS


<PAGE>   178






     April , 1997

     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. 0372-12

     Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement")
     between Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines,
     Inc. ("Buyer") for the sale of thirty (30) Canadair Regional Jet 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.   [*

                                      ].


                                                               LA 0372-12
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   179



                                                                          Page 2

                  (b)      [*

                                                                     ]:

                           (i)      [*

                                                                          ].

                           (ii)     [*

                                                                     ].

         2.       [*

                                                  ].

                  (b)      [*

                                             ].

                  (c)      [*

                                               ].



                                                               LA 0372-12
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   180


                                                                          Page 3



         3.       [*

                                       ]:

                  (a)      [*

                                                   ].

                  (b)      [*

                                              ].

                  (c)      [*

                                         ].

                  (d)      [*

                                         ].

                  (e)      [*

                                          ].

                  (f)      [*

                                                    ].

         4.       [*

                                     ].



                                                               LA 0372-12
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   181


                                                                          Page 4



                  [*








                                                               ]

         5.       [*

                                    ].

         6.       [*

                                           ].

         7.       [*

                                    ].

         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 10 of said Exhibit E.


                                                              LA 0372-12
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   182


                                                                          Page 5



9.0      Legal Opinion. Unless waived by Buyer, contemporaneously with 
         Bombardier's execution and delivery of any document attached hereto as
         Exhibit "A", "D" or "E" [*
                    ], Bombardier shall supply a legal opinion opining on due
         authorization, execution and delivery of [*          ] so executed and
         delivered and that [*             ] 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 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.

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

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.

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.                                   BOMBARDIER INC.



/s/ Michael Bourgeois                             /s/ Pierre Lortie
---------------------------------                 ------------------------------
Michel Bourgeois                                  Pierre Lortie
Vice President, Contracts                         President
Bombardier Regional Aircraft                      Bombardier Regional Aircraft 
Division                                          Division                

ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
   ------------------------------
    Ronald V. Sapp
    Vice President-Finance


                                                              LA 0372-12
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   183




         April 17, 1997

         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. 0372-13

         Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement")
         between Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines,
         Inc. ("Buyer") for the sale of thirty (30) Canadair Regional Jet
         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      Buyer acknowledges that the [*
                        ].  For those Aircraft on which the [*         ] was not
         installed at time of delivery to Buyer, Bombardier will, at no
         additional cost to Buyer (i) create a service bulletin to effect the
         retrofit installation of same and (ii) supply the requisite retrofit
         kits free of charge in a manner similar to that provided for in Annex B
         (Warranty) to the Agreement. Bombardier agrees to reimburse Buyer's
         reasonable labour costs directly associated with the retrofit
         installation of the kits. Buyer shall provide proof of its costs in a
         form as requested by Bombardier (including invoices if the retrofit is
         sub-contracted).

2.0      Bombardier has identified a change in the design of the Aircraft to 
         introduce [*               

                                        ].  For those Aircraft on which the 
         [*                            ] was not installed at time of 
         delivery to Buyer, Bombardier will, at no additional cost to Buyer (i)
         create a service bulletin to effect the retrofit installation of same
         and (ii) supply the requisite retrofit kits free of charge in a manner
         similar to that provided for in Annex B (Warranty) to the Agreement.
         Bombardier agrees to reimburse Buyer's reasonable labour costs directly
         associated with the retrofit installation of the kits. Buyer shall
         provide proof of its costs in a form as requested by Bombardier
         (including invoices if the retrofit is sub-contracted).

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

                                                                      LA 0372-13
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   184


                                                                          Page 2


4.0      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.

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.

         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.


                                                
         /s/ Michael Bourgeois                  /s/ Pierre Lortie
         ---------------------------------      --------------------------------
         Michel Bourgeois                       Pierre Lortie
         Vice President, Contracts              President
         Bombardier Regional Aircraft           Bombardier Regional Aircraft
         Division                               Division

         ACCEPTED AND AGREED TO:

         this 17th day of April, 1997

         ATLANTIC SOUTHEAST AIRLINES, INC.



         By: /s/ Ronald V. Sapp
            ------------------------------ 
            Ronald V. Sapp
            Vice President-Finance


                                                                      LA 0372-13
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   185





April 17, 1997

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. 0372-14

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of thirty (30) Canadair Regional Jet 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      [*




                         ].




                                                                      LA 0372-14

                                                                        Initials
                                                         Buyer RVS Bombardier SS


<PAGE>   186


                                                                          Page 2



         [*









                          ].

2.0      [*

                    ].

         [*






                                      ].

         [*




                                ].



                                                                      LA 0372-14
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   187


                                                                          Page 3



3.0      [*

                              ].

4.0      [*

                              ].

5.0      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.

6.0      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.

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.



                                                                      LA 0372-14
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   188


                                                                          Page 4



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.



/s/ Michael Bourgeois                              /s/ Pierre Lortie
---------------------------------                  -----------------------------
Michel Bourgeois                                   Pierre Lortie
Vice President, Contracts                          President
Bombardier Regional Aircraft                       Bombardier Regional Aircraft
Division                                           Division

ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
   ------------------------------
    Ronald V. Sapp
    Vice President-Finance



                                                                      LA 0372-14
                                                                        Initials

                                                         Buyer RVS Bombardier SS


<PAGE>   189




April 17, 1997

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. 0372-15

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of thirty (30) Canadair Regional Jet 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      As used in this Letter Agreement [*     ] shall mean [*     ]. In 
         consideration of Buyer having entered into the Agreement, subject to 
         the exclusions contained in paragraph 2 below, Bombardier hereby 
         agrees to, during the applicable term of the [*                 ] 
         for all costs incurred [*          ] in relation to [*          ] to 
         the extent such costs [*          ] of each such respective 
         [*         ] had been the [*             ], up to a [* 
                                                    ].

2.0      Notwithstanding the foregoing, this Letter Agreement shall not apply 
         to [*

                                                     ].


3.0      [*       ] shall [*     ] for such [*                                  
                               ], following submission of a detailed [*       ].
         Such reimbursement shall be [* 
                                          ].


LA 0372-15

                                                               Initials

                                                               Buyer RVS
                                                               Bombardier SS


<PAGE>   190


                                                                          Page 2

4.0      Bombardier hereby warrants and represents that [*

                               ].

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 20.1 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.

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. Notwithstanding
         the foregoing the parties agree that this Letter Agreement is subject
         to Article 19.12 of the 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.



/s/ Michael Bourgeois                              /s/ Pierre Lortie
---------------------------------                  -----------------------------
Michel Bourgeois                                   Pierre Lortie
Vice President, Contracts                          President
Bombardier Regional Aircraft                       Bombardier Regional Aircraft
Division                                           Division

ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
   ------------------------------
    Ronald V. Sapp
    Vice President-Finance


LA 0372-15

                                                           Initials

                                                           Buyer RVS
                                                           Bombardier SS


<PAGE>   191




April 17, 1997

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. 0372-16

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of thirty (30) Canadair Regional Jet 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      [*

                              ].

2.0      [*

                              ].

3.0      [*

                                                   ].

LA 0372-16

                                                         Initials

                                                         Buyer RVS
                                                         Bombardier SS


<PAGE>   192


                                                                          Page 2



         4.0        [*

                                ].

         5.0        [*

                                                                           ].

         6.0        [*

                                                                           ].

         7.0        [*

                                                                           ].



LA 0372-16

                                                              Initials

                                                              Buyer RVS
                                                              Bombardier SS


<PAGE>   193


                                                                          Page 3


8.0      [*

                  ].

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 20.1 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.

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.                                    BOMBARDIER INC.



/s/ Michael Bourgeois                              /s/ Pierre Lortie
---------------------------------                  -----------------------------
Michel Bourgeois                                   Pierre Lortie
Vice President, Contracts                          President
Bombardier Regional Aircraft                       Bombardier Regional Aircraft
Division                                           Division


ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
   ------------------------------
    Ronald V. Sapp
    Vice President-Finance


LA 0372-16

                                                             Initials

                                                             Buyer RVS
                                                             Bombardier SS


<PAGE>   194



April 17, 1997

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. 0372-17

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of thirty (30) Canadair Regional Jet 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 hereby confirms, that for [*
                                                       ] applicable during the 
         equivalent period as calculated using the formula detailed in Schedule
         1 hereto.

2.0      In the event that during the period referred to in Article 1.0 above, 
         [*                        ], then [*                     ] an amount 
         equal to the total amount [*                    ] shall be determined
         [*         ] on a regular basis and such credit shall [*            ].

3.0      In reference to Article 2 above, Bombardier and Buyer shall mutually
         agree on the time frame of reconciliation.


LA 0372-17

                                                       Initials

                                                       Buyer ______
                                                       Bombardier ______


<PAGE>   195


                                                                          Page 2

4.0        [*

                                                        ].

5.0        In the event of the termination of the Agreement, this Letter
           Agreement shall survive termination in the event that Buyer has on
           the termination date purchased and taken delivery of a minimum of
           twenty (20) Aircraft.

6.0        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.

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.

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.



/s/ Michael Bourgeois                            /s/ Pierre Lortie
--------------------------------                 -------------------------------
Michel Bourgeois                                 Pierre Lortie
Vice President, Contracts                        President
Bombardier Regional Aircraft                     Bombardier Regional Aircraft
Division                                         Division

ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
   ------------------------------
    Ronald V. Sapp
    Vice President-Finance


LA 0372-17

                                                          Initials

                                                          Buyer   ______
                                                          Bombardier ______


<PAGE>   196





                                   SCHEDULE 1


                            [*









                                                        ]




LA 0372-17

                                                           Initials

                                                           Buyer   ______
                                                           Bombardier ______


<PAGE>   197




[*








                                                      ].



LA 0372-17

                                                           Initials

                                                           Buyer   ______
                                                           Bombardier ______


<PAGE>   198






April 17, 1997

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. 0372-18

Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of thirty (30) Canadair Regional Jet 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   [*



                     ].



                                                                      LA 0372-18
                                                                        Initials

                                                   Buyer ______Bombardier ______


<PAGE>   199


                                                                          Page 2

2.0   [*



                                                       ].

3.0   [*



                                ].


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

5.0   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.

6.0   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.

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.



                                                                      LA 0372-18
                                                                        Initials

                                                   Buyer ______Bombardier ______


<PAGE>   200


                                                                          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.                                    BOMBARDIER INC.



/s/ Michael Bourgeois                              /s/ Pierre Lortie     
---------------------------------                  -----------------------------
Michael Bourgeois                                  Pierre Lortie
Vice President, Contracts                          President
Bombardier Regional Aircraft                       Bombardier Regional Aircraft
Division                                           Division

ACCEPTED AND AGREED TO:

this 17th day of April, 1997

ATLANTIC SOUTHEAST AIRLINES, INC.



By: /s/ Ronald V. Sapp
   ------------------------------ 
    Ronald V. Sapp
    Vice President-Finance



                                                                      LA 0372-18
                                                                        Initials

                                                   Buyer ______Bombardier ______