Exhibit 10.3


 


MORTGAGE SUPPLEMENT NO. 1 (CIT
Loan)


 


THIS
MORTGAGE SUPPLEMENT NO. 1 (CIT Loan), dated September 21, 2005 (this “Mortgage
Supplement No. 1”), is executed by SkyWest Airlines, Inc., a Utah
corporation (“Borrower”).


 


W I T N E S S E T H :


 


WHEREAS,
that certain Aircraft Mortgage and Security Agreement (CIT Loan) dated as of
the date first set forth above (the “Mortgage”), between Borrower and
C.I.T. Leasing Corporation, as Lender and as Security Trustee, in its capacity
as Security Trustee, (“Security Trustee”) provides
for the execution and delivery of a supplement thereto substantially in the
form hereof, which shall particularly describe the Aircraft (such term and
other defined terms in the Mortgage being herein used with the same meanings) and
any Replacement Airframe or Replacement Engine included in the Mortgage Estate,
and shall specifically mortgage such Aircraft, Replacement Airframe or
Replacement Engine, as the case may be, to Security Trustee; and


 


WHEREAS,
the Mortgage relates to the Airframe and Engines described below and a
counterpart of the Mortgage is attached hereto and made a part hereof and this
Mortgage Supplement, together with such counterpart of the Mortgage, is being
filed for recordation on the date hereof with the FAA as one document.


 


NOW,
THEREFORE, this Mortgage Supplement No. 1 witnesseth that, to secure (a) the
prompt payment of the principal of and the Breakage Amount (if any) and
interest on, and all other amounts due with respect to, all Notes from time to
time outstanding under the Mortgage and the performance and observance by
Borrower of all agreements, covenants and provisions for the benefit of the
Note Holders in the Mortgage, the Notes, the Loan Agreement and the other
Operative Documents, and the prompt payment and performance of any and all
obligations from time to time owing under the Mortgage, the Notes, the Loan
Agreement or the other Operative Documents by Borrower to the Note Holders, and
(b) the prompt payment when due of the principal of and the breakage amount (if
any) and interest on, and all other amounts due with respect to, all notes or
loan certificates, as the case may be, from time to time outstanding under a
Related Collateral Loan and the performance and observance by Borrower of all
of the agreements, covenants and provisions for the benefit of the certificate
holders or note holders, as the case may be, therein and in the “Operative
Documents” as such term is used in connection with such Related Collateral
Loan, and the prompt payment and performance of any and all obligations from
time to time owing thereunder by Borrower to the note holder or certificate
holder, as the case may be, therein and for the uses and purposes and subject
to the terms and provisions of the Mortgage, and in consideration of the
premises and of the covenants contained in the Mortgage, and of the acceptance
of the Notes by the Note Holders, and of the sum of $1 and other valuable
consideration paid to Borrower by Security Trustee at or before the delivery
hereof, the receipt whereof is hereby acknowledged, Borrower has granted,
bargained, sold, assigned, transferred, conveyed, mortgaged, pledged and
confirmed, and does hereby grant, bargain, sell, assign, transfer, convey,
mortgage, pledge and confirm, unto Security Trustee and its successors and
assigns, for the security and benefit of the Note Holders, in the trust created
by the Mortgage a security interest in and mortgage Lien upon, all estate,
right, title and interest of Borrower in, to and under the following described
property:


 





















 


AIRFRAME


 


Four Airframes identified as follows:


 


	
  Manufacturer

  	
   

  	
  Model

  	
   

  	
  FAA

  Registration

  Number

  	
   

  	
  Manufacturer’s

  Serial Number

  	
   

  
	
  Bombardier Inc.

  	
   

  	
  CL-600-2B19

  	
   

  	
  N698BR

  	
   

  	
  7799

  	
   

  
	
  Bombardier Inc.

  	
   

  	
  CL-600-2B19

  	
   

  	
  N699BR

  	
   

  	
  7801

  	
   

  
	
  Bombardier Inc.

  	
   

  	
  CL-600-2B19

  	
   

  	
  N709BR

  	
   

  	
  7850

  	
   

  
	
  Bombardier Inc.

  	
   

  	
  CL-600-2B19

  	
   

  	
  N710BR

  	
   

  	
  7852

  	
   

  



 


together
with all Parts, appliances, equipment, instruments and accessories (including,
without limitation, radio and radar) from time to time thereto belonging,
installed in or appurtenant to said Airframe.


 


AIRCRAFT ENGINES


 


Eight aircraft Engines identified as follows:


 


	
  Manufacturer

  	
   

  	
  Model

  	
   

  	
  Manufacturer’s

  Serial Numbers

  	
   

  	
  Attached
  To

  Airframe

  With Serial

  Numbers

  	
   

  
	
  General Electric Company

  	
   

  	
  CF34-3B1

  	
   

  	
  Left - 873761

  Right – 873762

  	
   

  	
  7799

  	
   

  
	
  General Electric Company

  	
   

  	
  CF34-3B1

  	
   

  	
  Left – 873767

  Right – 873766

  	
   

  	
  7801

  	
   

  
	
  General Electric Company

  	
   

  	
  CF34-3B1

  	
   

  	
  Left – 873903

  Right – 873884

  	
   

  	
  7850

  	
   

  
	
  General Electric Company

  	
   

  	
  CF34-3B1

  	
   

  	
  Left – 873885

  Right - 873890

  	
   

  	
  7852

  	
   

  



 


together
with all Parts, equipment and accessories thereto belonging, by whomsoever
manufactured, installed in or appurtenant to said aircraft Engines.  Each Engine is of 750 or more rated take-off
horsepower or the equivalent of such horsepower.


 


Together
with all substitutions, replacements and renewals of the property above
described, and all property that shall hereafter become physically attached to
or incorporated in the property above described, whether the same are now owned
by Borrower or shall hereafter be acquired by it.


 


TO
HAVE AND TO HOLD all and singular the aforesaid property unto Security Trustee,
its successors and assigns, for the benefit and security of the Note Holders
for the uses and purposes and subject to the terms and provisions set forth in
the Mortgage.


 


2





















 


This
Mortgage Supplement No. 1 shall be construed as supplemental to the Mortgage
and shall form a part thereof, and the Mortgage is hereby incorporated by
reference herein and is hereby ratified, approved and confirmed.


 


AND,
FURTHER, Borrower hereby acknowledges that the Airframe and Engines referred to
in this Mortgage Supplement have been delivered to Borrower and are included in
the property of Borrower and are covered by all the terms and conditions of the
Mortgage and are subject to the Lien of the Mortgage.


 


[Remainder of Page Intentionally Blank – Signature
Page Follows]


 


3





















 


IN WITNESS
WHEREOF, Borrower has caused this Mortgage Supplement No. 1 to be duly executed
by one of its officers thereunto authorized as of the day and year first above
written.


 


	
   

  	
  SKYWEST
  AIRLINES, INC.,

  
	
   

  	
  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael J. Kraupp

  	
   

  
	
   

  	
  Name:
  

  	
  Michael
  J. Kraupp

  
	
   

  	
  Title:

  	
  Vice
  President Finance and Assistant Treasurer

  
					



 


[Signature Page to Mortgage Supplement No. 1]