exhibit10-75.htm


    
Exhibit
10.75

     

    

      CERTAIN
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE SYMBOL “[***]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO
OMITTED.



     

    
 

    
      CONTRACT
CHANGE ORDER

    

    
      


    

    
      BUYER:                                   COLGAN
AIR, INC. (as assigned by Pinnacle Airlines Corp.)

    

    
      


    

    
      PURCHASE
AGREEMENT NO.:                PA-0604
(the “Agreement”)             AIRCRAFT TYPE: Q400

    

    
      
        
        

      

      


    

    
      


    

    
      C.C.O.
NO.:                                                         16                                                         DATED: January ____,
2009

    

    
      


    

    
      PAGES
AFFECTED:                                                                          15                                       PAGE:       1  of  9

    

    
      


      


    

    
      
        
          	
                  REASON FOR
      CHANGE:

                


        

      

      


    

    
      To amend
(A) the Agreement to
delete Letter Agreement No. 02 (Option Aircraft), reflecting  Buyer’s
exercise of five (5) Option Aircraft; (B) the Scheduled Delivery
Months of the Sixteenth through Twenty-Fifth Aircraft in Appendix II of the
Agreement (C) Appendix
II to add the Scheduled Delivery Months for the Seventeenth through Thirtieth
Aircraft (D) Appendix
IV-B (Buyer Selected Optional Features) for the Sixteenth through Thirtieth
Aircraft; (E) the Basic
Aircraft Price and the total price of the Buyer Selected Optional Features in
Article 4.2 of the Agreement for the Sixteenth through Thirtieth Aircraft, which
shall be delivered in a NextGen configuration; (F) the notice provisions in
Article 8.2 of the Agreement; (G) the grace period in
Article 13.1 of the Agreement; (H) training course details in
Article 3.2.1 (Flight Crew Ground Training) of Annex A of the Agreement; (I) the credit memorandum
provisions in Letter Agreement No. 01 (Credit Memo) applicable to the Sixteenth
Aircraft and subsequent Aircraft; (J) the Scheduled Delivery
Months of the Reserve Option Aircraft in Article 7.0 of Letter Agreement No. 03
(Reserve Option Aircraft); (K) the application of the
payment terms in Article 1.0 and [***] in Article 2.0 of Letter Agreement No. 04
(Flexibility for Deposits and Cancellation) reflecting Buyer’s confirmation of
its intent to purchase the Sixteenth through Twenty-Fifth Aircraft; and (L) the Agreement to
incorporate Letter Agreement Nos. 18 [***], 19 [***], 20 [***] and 21
(Incremental Option Aircraft)  attached hereto as Attachment Nos. 11,
12, 13 and 14, respectively.

    

    
      


      AGREEMENT PAGES TO BE
SUBSTITUTED/ADDED:                                                                                                                     NEW REVISED
PAGES:

      


      Page
3                                                                                                                              Attachment No. 1 to CCO
No. 16

      Appendix
II                                                                                                                         Attachment No. 2 to
CCO No. 16

      Appendix
IV-B of the
Agreement                                                                                                                            Attachment No. 3 to CCO No.
16

      Page 5 of
the
Agreement                                                                                                                  Attachment No. 4 to CCO No.
16

      Page 8 of
the
Agreement                                                                                                                  Attachment No. 5 to CCO No.
16

      Page 14
of the
Agreement                                                                                                                        Attachment No. 6 to
CCO No. 16

      Pages 17
and 18 of Annex
A                                                                                                                         
 Attachment No. 7 to CCO
No. 16

      Page 1 of
Letter Agreement No.
01                                                                                                                              
 Attachment No. 8 to CCO
No. 16

      Pages 2
and 3 of Letter Agreement No.
03                                                                                                                             Attachment No. 9 to
CCO No. 16

      Page 2 of
Letter Agreement No.
04                                                                                                                           Attachment No. 10 to
CCO No. 16

      Letter
Agreement No.
18                                                                                                                 Attachment No.
11 to CCO No. 16

      Letter
Agreement No.
19                                                                                                                  Attachment No. 12 to CCO No.
16

      Letter
Agreement No.
20                                                                                                                 Attachment No. 13 to
CCO No. 16

      Letter
Agreement No.
21                                                                                                                  Attachment No. 14 to CCO No.
16

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


      DESCRIPTION OF
CHANGE:

    

    
      


    

    
      
        	
                1.0

              	
                Subject
      to Letter Agreement No. 21 herein, signing of this Contract Change Order
      No. 16 by Buyer constitutes Buyer’s written notice of its intention to
      purchase the five (5) Option Aircraft set out in Letter Agreement No. 02
      (Option Aircraft).  Letter Agreement No. 02 is deleted in its
      entirety.  All terms of the Agreement applicable to the
      “Aircraft” shall apply to the five exercised Option Aircraft, including
      without limitation Article 1.0 of Letter Agreement No.
  04.

              


      

      


      
        	
                2.0

              	
                All
      references to “Twenty-Five” Aircraft shall be deleted and replaced with
      “Thirty” Aircraft.

              


      

      


      
        	
                3.0

              	
                The
      Definition of the “Economic Adjustment Formula in Article 1.3 of the
      Agreement is deleted and replaced with the
  following:

              


      

      


      
        	
                 
      

              	
                “‘Economic Adjustment
      Formula’ means the economic adjustment formula attached as Appendix
      I to reflect economic fluctuations during the period from January 1, 2007
      to the Delivery Date provided that no adjustment shall have the effect of
      reducing the Aircraft Purchase Price below the Base Price.
      [***]

              


      

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


      
        	
                4.0

              	
                Appendix
      II (Delivery Schedule) of the Agreement is deleted and replaced with the
      following:

              


      

      


      
        	
                “Aircraft

              	
                Scheduled Delivery
      Month

              


      

      
        	
                First
      Aircraft

              	
                [***]

              


      

      
        	
                Second
      Aircraft

              	
                [***]

              


      

      
        	
                Third
      Aircraft

              	
                [***]

              


      

      
        	
                Fourth
      Aircraft

              	
                [***]

              


      

      
        	
                Fifth
      Aircraft

              	
                [***]

              


      

      
        	
                Sixth
      Aircraft

              	
                [***]

              


      

      
        	
                Seventh
      Aircraft

              	
                [***]

              


      

      
        	
                Eighth
      Aircraft

              	
                [***]

              


      

      
        	
                Ninth
      Aircraft

              	
                [***]

              


      

      
        	
                Tenth
      Aircraft

              	
                [***]

              


      

      
        	
                Eleventh
      Aircraft

              	
                [***]

              


      

      
        	
                Twelfth
      Aircraft

              	
                [***]

              


      

      
        	
                Thirteenth
      Aircraft

              	
                [***]

              


      

      
        	
                Fourteenth
      Aircraft

              	
                [***]

              


      

      
        	
                Fifteenth
      Aircraft

              	
                [***]

              


      

      
        	
                Sixteenth
      Aircraft

              	
                [***]

              


      

      
        	
                Seventeenth
      Aircraft

              	
                [***]

              


      

      
        	
                Eighteenth
      Aircraft

              	
                [***]

              


      

      
        	
                Nineteenth
      Aircraft

              	
                [***]

              


      

      
        	
                Twentieth
      Aircraft

              	
                [***]

              


      

      
        	
                Twenty-first
      Aircraft

              	
                [***]

              


      

      
        	
                Twenty-second
      Aircraft

              	
                [***]

              


      

      
        	
                Twenty-third
      Aircraft

              	
                [***]

              


      

      
        	
                Twenty-fourth
      Aircraft

              	
                [***]

              


      

      
        	
                Twenty-fifth
      Aircraft

              	
                [***]

              


      

      
        	
                Twenty-sixth
      Aircraft

              	
                [***]

              


      

      
        	
                Twenty-seventh
      Aircraft

              	
                [***]

              


      

      
        	
                Twenty-eighth
      Aircraft

              	
                [***]

              


      

      
        	
                Twenty-ninth
      Aircraft

              	
                [***]

              


      

      
        	
                Thirtieth
      Aircraft

              	
                [***]”

              


      

      


      
        	
                5.0

              	
                Appendix
      IV-B of the Agreement is deleted and replaced with Appendix IV-B attached
      hereto as Attachment No. 3

              


      

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


      
        	
                6.0

              	
                Article
      4.2 of the Agreement is deleted and replaced with the
      following:

              


      

      


    

    
      
        	
                 
      

              	
                “4.2

              


      

    

    
      
        	
                 
      

              	
                (a)

              	
                The
      Basic Aircraft Price for each of (i) the First through the Fifteenth
      Aircraft is [***]; and (ii) the Sixteenth through the Thirtieth Aircraft
      is [***] expressed in January 1, 2007 United States
    Dollars.

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (b)

              	
                The
      price for the Buyer Selected Optional Features for each Aircraft (i) under
      Appendix IV-A (which applies to the First through the Fifteenth Aircraft)
      is [***]; and (ii) under Appendix IV-B (which applies
      to the Sixteenth through the Thirtieth Aircraft) is [***], and are listed
      in Appendix IV hereto and are expressed in January 1, 2007 United States
      Dollars.

              	
                 

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (c)

              	
                The
      Aircraft Base Price (which is the sum of the Basic Aircraft Price and the
      applicable Buyer Selected Optional Features, expressed in January 1, 2007
      United States Dollars) for each Aircraft (i) under Appendix IV-A is [***]
      and (ii) under Appendix IV-B is
[***].”

              


      

    

    
      


      
        	
                7.0

              	
                Article
      8.2 of the Agreement is deleted and replaced with the
      following:

              


      

      


    

    
      
        	
                 
      

              	
                “8.2

              	
                (a)

              	
                For
      Aircraft having a Scheduled Delivery Month prior to October 1, 2008,
      Bombardier shall give Buyer at least thirty (30) days advance Notice, of
      the projected Readiness Date of each Aircraft for inspection and
      delivery.

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (b)

              	
                For
      Aircraft having a Scheduled Delivery Month after October 1, 2008,
      Bombardier shall give Buyer (i) at least ninety (90) days advance Notice,
      of the projected two weeks during which each Aircraft may be made
      available for inspection (the “Projected Delivery Period”); and (ii) at
      least thirty (30) days advance Notice, of the projected Readiness Date of
      each Aircraft for inspection and
delivery.

              


      

    

    
      


      
        	
                 
      

              	
                In
      addition, Bombardier shall give Buyer at least ten (10) working days
      advance Notice of the Readiness Date of each
  Aircraft.”

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


    

    
      
        	
                8.0

              	
                Article
      13.1 of the Agreement is deleted and replaced with the
      following:

              


      

      


    

    
      
        	
                “13.1

              	
                If
      delivery of the Aircraft is delayed by causes not addressed under Article
      12 (a “Non-Excusable Delay”) or Bombardier otherwise fails to deliver an
      Aircraft, Bombardier shall pay Buyer, as liquidated damages and not as a
      penalty damages in accordance with this Article
  13.

              


      

      


    

    
      
        	
                13.1.1

              	
                For
      Aircraft having a Scheduled Delivery Month prior to October 1, 2008, the
      amount of liquidated damages shall be [***] for each day of Non-Excusable
      Delay in excess of a grace period of thirty (30) days, subject to a
      maximum of [***] for any such delayed Aircraft.


              


      

    

    
      


    

    
      
        	
                13.1.2

              	
                For
      Aircraft having a Scheduled Delivery Month after October 1, 2008, the
      amount of liquidated damages shall be [***] for each day of Non-Excusable
      Delay in excess of a grace period of fifteen (15) days, subject to a
      maximum of [***] for any such delayed Aircraft.  The fifteen-
      (15-) day grace period described herein shall commence the day after the
      last day [***] of the  Scheduled Delivery Month, whichever
      occurs first.

              


      

    

    
      


      
        	
                 
      

              	
                The
      Buyer acknowledges that the foregoing amounts of liquidated damages are
      reasonable in light of the circumstances of this
    Agreement.”

              


      

      


    

    
      
        	
                9.0

              	
                Article
      3.2.1 of Annex A of the Agreement is deleted in its entirety and replaced
      with the following:

              


      

      


      
        	
                “3.2.1

              	
                Flight Crew Ground
      Training

              


      

      


    

    
      
        	
                 
      

              	
                Bombardier
      shall, with each Aircraft delivered, provide TC or FAA approved pilot
      initial training for up to [***] pilots who meet the minimum entry
      requirements.

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (a)

              	
                Each
      standard course for each of the First through the Fifteenth Aircraft
      delivered, shall consist of up to [***] hours of classroom instruction,
      which may include Computer Based Training (CBT) and the following Systems
      Integration Training: Electronic Flight Instrument Training (EFIS),
      Cockpit Procedures Mock-up (CPM) and Cockpit Procedures Training
      (CPT).  This will be followed by [***] training sessions and
      [***] check ride session in a TC or FAA approved flight simulator at
      Flight Safety Canada for each crew trained.  Each session
      consist of [***] hours in the simulator and required briefing/debriefing
      sessions per crew trained.  Bombardier shall furnish each of
      Buyer’s pilots attending the course [***] copy of the Pilot Training
      Manuals (without revision service).  The Pilot Training Manuals
      include the following: Flight Crew Operating Manuals (FCOM) Volumes I, II
      & III, Quick Reference Handbook (QRH), Take Off and Landing Card
      (TOLD) and cockpit poster.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                For
      each of the Sixteenth through the Thirtieth Aircraft
    delivered

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Each
      standard course shall consist of up to [***] hours of classroom
      instruction (as per the Buyer’s current approved syllabus), which may
      include Computer Based Training (CBT) and the following Systems
      Integration Training: Electronic Flight Instrument Training (EFIS),
      Cockpit Procedures Mock-up (CPM), and Cockpit Procedures Training (CPT).
      This will be followed by [***] training sessions, [***] LOFT session and
      [***] check ride session in an FAA approved flight simulator at Flight
      Safety Canada or other Flight Safety locations as agreed to by both
      parties for each crew trained.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Each
      training session and LOFT session shall consist of [***] hours in the
      simulator and any required briefing/debriefing sessions per crew trained.
      The check ride will include provision for an Oral exam, Walkaround (CBT or
      Classroom based) and a simulator session to meet the Buyer’s approved
      check ride profile. Bombardier shall furnish each of Buyer's pilots
      attending the course with [***] copy of the Pilot Training Manuals
      (without revision service).  The Pilot Training Manuals include
      the following: Flight Crew Operating Manuals (FCOM) Volumes I, II &
      III, Quick Reference Handbook (QRH), and cockpit
  poster.

              


      

      


    

    
      
        	
                 
      

              	
                If
      there is any training or training requirements over and above those stated
      above, such training or training requirements shall be at Buyer’s sole
      cost and expense.”

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


      
        	
                10.0

              	
                Article
      1.0 of Letter Agreement No. 01 (Credit Memo) is deleted in its entirety
      and replaced with the following:

              


      

      


    

    
      
        	
                 
      

              	
                “1.0

              	
                In
      consideration of Buyer having entered into the Agreement, Bombardier shall
      issue to Buyer, at the time of delivery of each Aircraft, a credit
      memorandum in the amount of amount of (a) [***] for each of the First
      through the Fifteenth Aircraft; (b) [***] for each of the Sixteenth
      through Thirtieth Aircraft; and (c) if applicable, [***] for each Aircraft
      that is subsequent to the Thirtieth Aircraft.  Such credit
      memoranda are expressed in January 1, 2007 United States Dollars and are
      adjusted to the date of delivery of each Aircraft using the Economic
      Adjustment Formula in Appendix I of the
  Agreement.”

              


      

    

    
      


    

    
      
        	
                 
      

              	
                11.0

              	
                [***]

              


      

    

    
      


      
        	
                12.0

              	
                Article
      7.0 of Letter Agreement No. 03 (Reserve Option Aircraft) is deleted in its
      entirety and replaced with the
following:

              


      

    

    
      


    

    
      
        	
                “7.0

              	
                Scheduled
      Delivery Months of the Reserve Option Aircraft are as
    follows:

              


      

    

    
      


      
        	
                 
      

              	
                Scheduled Delivery
      Month

              


      

      


    

    
      
        	
                        First
      Reserve Option Aircraft

              	
                [***]

              


      

      
        	
                        Second
      Reserve Option Aircraft

              	
                [***]

              


      

      
        	
                        Third
      Reserve Option Aircraft

              	
                [***]

              


      

      
        	
                        Fourth
      Reserve Option Aircraft

              	
                [***]

              


      

      
        	
                        Fifth
      Reserve Option Aircraft

              	
                [***]

              


      

      
        	
                        Sixth
      Reserve Option Aircraft

              	
                [***]

              


      

      
        	
                        Seventh
      Reserve Option Aircraft

              	
                [***]

              


      

      
        	
                        Eighth
      Reserve Option Aircraft

              	
                [***]

              


      

      
        	
                        Ninth
      Reserve Option Aircraft

              	
                [***]

              


      

      
        	
                        Tenth
      Reserve Option Aircraft

              	
                [***]

              


      

      
        	
                        Eleventh
      Reserve Option Aircraft

              	
                [***]

              


      

      
        	
                        Twelfth
      Reserve Option Aircraft

              	
                [***]

              


      

      
        	
                        Thirteenth
      Reserve Option Aircraft

              	
                [***]

              


      

      
        	
                        Fourteenth
      Reserve Option Aircraft

              	
                [***]

              


      

      
        	
                        Fifteenth
      Reserve Option Aircraft

              	
                [***]”

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


    

    
      
        	
                13.0

              	
                Article
      1.0 of Letter Agreement No. 04 (Flexibility for Deposits and Cancellation)
      is deleted in its entirety and replaced with the
  following:

              


      

    

    
      


    

    
      
        	
                      
      “1.0

              	
                Progress
      Payments

              


      

    

    
      


    

    
      
        	
                 
      

              	
                1.1

              	
                Notwithstanding
      Article 5.0 of the Agreement with respect to the progress payments for the
      Sixteenth through to the Thirtieth Aircraft, Buyer shall
    pay:

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (a)

              	
                in
      the case of the Sixteenth through Twenty-Fifth
  Aircraft,

              


      

      


      
        	
                 
      

              	
                (i)

              	
                [***]
      of the Aircraft Purchase Price upon execution of the Agreement (less the
      deposit for such Aircraft received by Bombardier from the executed
      proposal No. 1409R2 dated February 1, 2007);
and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                [***]
      of the Aircraft Purchase Price on or prior to [***] (less the deposit for
      such Aircraft received by Bombardier from the executed proposal No. 1409R2
      dated February 1, 2007);

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (b)

              	
                in
      the case of the Twenty-Sixth through Thirtieth Aircraft, [***] of the
      Aircraft Purchase Price on or prior to
[***];

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (c)

              	
                in
      the case of the Sixteenth through Thirtieth Aircraft, [***] of the
      Aircraft Purchase Price [***] months prior to the Scheduled Delivery Month
      of the applicable Aircraft;
and

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (d)

              	
                in
      the case of the Sixteenth through Thirtieth Aircraft, [***] of the
      Aircraft Purchase Price [***] months prior to the Scheduled Delivery Month
      of the applicable Aircraft.”

              


      

    

    
      


      
        	
                14.0

              	
                Subject
      to Letter Agreement No. 21, signing of this Contract Change Order No. 16
      by Buyer constitutes Buyer’s written notice of its intention to purchase
      the Sixteenth through Twenty-Fifty Aircraft.  Accordingly,
      Article 2.0 of Letter Agreement No. 04 (Flexibility for Deposits [***]) is
      deleted in its entirety and replaced with the
  following:

              


      

      


    

    
      
        	
                 
      

              	
                “2.0

              	
                [Intentionally
      Deleted]”

              


      

      


    

    
      
        	
                15.0

              	
                Letter
      Agreement Nos. 18 [***], 19 [***], 20 [***] and 21 (Incremental Option
      Aircraft) attached hereto as Attachment Nos. 11, 12, 13 and 14,
      respectively, are hereby incorporated into the
  Agreement.

              


      

      


    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


    

    
      ALL OTHER
TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN UNCHANGED

    

    
      


      


      


      
        	
                 
      

              	
                Note:The
      attached substitute pages to this Contract Change Order No. 16 are
      provided for administrative purposes only and by themselves do not
      constitute the formal amending document to the Agreement.  In
      the event of a discrepancy between this Contract Change Order and any
      attachment to such Contract Change Order, the contents of this Contract
      Change Order No. 16 shall prevail.

              


      

      


    

    
      
        	
                 
      

              	
                BOMBARDIER
      INC., represented by                            COLGAN AIR,
      INC.

              


      

    

    
      
        	
                 
      

              	
                Bombardier
      Aerospace

              


      

      
        	
                 
      

              	
                Commercial
      Aircraft

              


      

      


    

    
      
        	
                 
      

              	
                ______________________________                          
       ______________________________

              


      

      


      
        	
                      
      ______________________________

              	
                Per:
      __________________________

              


      

      
        	
                 
      

              	
                ______________________________

              


      

      
        	
                 
      

              	
                Title:
      __________________________

              


      

      


      
        	
                 
      

              	
                Date:__________________________                          Date:
      __________________________

              


      

       

      
 

      
        	
                 
      

              	
                BOMBARDIER
      INC., represented by

              


      

    

    
      
        	
                 
      

              	
                Bombardier
      Aerospace

              


      

      
        	
                 
      

              	
                Commercial
      Aircraft

              


      

      


    

    
      
        	
                 
      

              	
                ______________________________

              


      

      


      
        	
                 
      

              	
                ______________________________

              


      

      
        	
                 
      

              	
                ______________________________

              


      

      


      
        	
                 
      

              	
                Date:  __________________________

              


      

    

    


     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    
      CONTRACT
CHANGE ORDER

    

    
      


    

    
      BUYER:                                   COLGAN
AIR, INC. (as assigned by Pinnacle Airlines Corp.)

    

    
      


    

    
      PURCHASE
AGREEMENT
NO.:                                                            
PA-0604
(the
“Agreement”)                                             
AIRCRAFT
TYPE:Q400

    

    
      
        
        

      

      


    

    
      


    

    
      C.C.O.
NO.:                                         18                                                  
DATED:                           February
6, 2009

    

    
      


    

    
      PAGE:                           1
of 7

    

    
      


      


    

    
      
        
          	
                  REASON FOR
      CHANGE:

                


        

      

      


    

    
      To amend
(A) the Agreement to
delete Letter Agreement No. 21 (Incremental Option Aircraft), and incorporate
Letter Agreement No. 21A (Incremental Option Aircraft) that sets out terms and
conditions for the Incremental Option Aircraft.

    

    
      


      AGREEMENT PAGES TO BE
SUBSTITUTED/ADDED:                                                                                                                     NEW REVISED
PAGES:

      


      Letter
Agreement No.
21A                                                                                                                        Attachment No. 1 to
CCO No. 18

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


      DESCRIPTION OF
CHANGE:

    

    
      


    

    
      
        	
                1.0

              	
                Letter
      Agreement No. 21 (Incremental Option Aircraft) is deleted and Letter
      Agreement No. 21A (Incremental Option Aircraft) is hereby incorporated
      into the Agreement.

              


      

      


      
        	
                 
      

              	
                This
      Contract Change Order shall be valid for acceptance by the parties up to
      and no later than February 6,
2009.

              


      

    

    
      


    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      


    

    
      ALL OTHER
TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN UNCHANGED

    

    
      


      


      


      


    

    
      
        	
                 
      

              	
                BOMBARDIER
      INC., represented byCOLGAN AIR,
INC.

              


      

    

    
      
        	
                 
      

              	
                Bombardier
      Aerospace

              


      

      
        	
                 
      

              	
                Commercial
      Aircraft

              


      

      


    

    
      
        	
                 
      

              	
                ____________________________________________________________

              


      

      


      
        	
                              
      ______________________________

              	
                Per:
      __________________________

              


      

      
        	
                 
      

              	
                ______________________________

              


      

      
        	
                 
      

              	
                Title:
      __________________________

              


      

      


      
        	
                 
      

              	
                Date:__________________________                        
      Date: __________________________

              


      

      


      
        	
                 
      

              	
                BOMBARDIER
      INC., represented by

              


      

    

    
      
        	
                 
      

              	
                Bombardier
      Aerospace

              


      

      
        	
                 
      

              	
                Commercial
      Aircraft

              


      

      


    

    
      
        	
                 
      

              	
                ______________________________

              


      

      


      
        	
                 
      

              	
                ______________________________

              


      

      
        	
                 
      

              	
                ______________________________

              


      

      


      
        	
                 
      

              	
                Date:  __________________________

              


      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

     

    AEROSPACE

    Bombardier
Inc.

    123
Garratt Boulevard

    Toronto,
Ontario, Canada M3K 1Y5

    www.bombardier.com

    TEL
1 (416) 633-7310

    FAX
1 (416) 375-4533

    


    
      
        	
                February
      6, 2009

              


      

    

    


    


    Colgan
Air, Inc.

    10677
Aviation Lane

    Manassas,
VA 20110

    USA

    


    


    
      
        	
                Gentlemen:

              


      

    

    


    Subject:  Letter
Agreement No. 21A – Incremental Option Aircraft

    


    Letter
Agreement No. 21A (the “Letter Agreement”) to Purchase Agreement No. PA-0604
(the “Agreement”) between Bombardier Inc., represented by Bombardier Aerospace,
Commercial Aircraft (“Bombardier”) and Colgan Air, Inc. (“Buyer”) relating to
the purchase of thirty (30) Bombardier Q400 Series Aircraft.

    


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

    


    All terms
used 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 Agreement, Bombardier has
reserved a block of fifteen (15) incremental option Aircraft for Buyer, as
described in Article 2 of the Agreement (the “Incremental Option Aircraft”) for
the benefit of Buyer under the following general conditions:

    


    


    
      	
              1.0  

            	
              The
      Incremental Option Aircraft will be as described in Article 2 of the
      Agreement and include the Buyer Selected Optional Features as set out in
      Appendix IV-B of the Agreement.

            


    

    


    
      	
              2.0  

            	
              The
      basic price for each of the Incremental Option Aircraft shall be the Base
      Price set out below, plus an amount [***] to reflect product
      improvements in the Bombardier Q400 Series aircraft, as applicable. The
      Incremental Option Aircraft will be offered for acceptance to Buyer Ex
      Works Bombardier's offices or premises in Toronto,
  Ontario.

            


    

    


    
      	
              (a)  

            	
              The
      Base Price for the Incremental Option Aircraft is [***] expressed in
      January 1, 2007 United States
Dollars.

            


    

    


    
      	
              (b)  

            	
              The
      price for the Buyer Selected Optional Features for each Incremental Option
      Aircraft is [***], and are listed in Appendix IV-B to the Agreement and
      are expressed in January 1, 2007 United States Dollars. The final price
      for the Buyer Selected Optional Features may be amended to incorporate
      changes in Specification including cabin configuration as detailed in a
      Change Order to be mutually agreed.

            


    

    


    
      	
              (c)  

            	
               The
      Aircraft Base Price (which is the sum of the Base Price and the applicable
      Buyer Selected Optional Features, expressed in January 1, 2007 United
      States Dollars) for each Incremental Option Aircraft under Appendix IV-B
      to the Agreement is [***].

            


    

    


    
      	
              (d)  

            	
              The
      Aircraft Base Price of each Incremental Option Aircraft shall be adjusted
      from January 1, 2007 to the delivery date of the Incremental Option
      Aircraft using the Economic Adjustment Formula, as set forth in Appendix I
      of the Agreement, in order to determine the Aircraft Purchase Price at the
      delivery of the Incremental Option Aircraft.
  [***]

            


    

    


    
      	
              3.0  

            	
              In
      consideration of Buyer having entered into the Agreement, and in lieu of
      the Credit Memorandum in Letter Agreement No. 1 of the Agreement,
      Bombardier shall issue to Buyer, at the time of delivery of each
      Incremental Option Aircraft, a credit memorandum in the amount of [***]
      expressed in January 1, 2007 United States
  Dollars.

            


    

    


    
      	
              4.0  

            	
              Buyer
      shall exercise its right to purchase the Incremental Option Aircraft by
      providing to Bombardier irrevocable written notice of its intention to do
      so no later than the first day of the [***] month prior to the Scheduled
      Delivery Month of the applicable Incremental Option
    Aircraft.

            


    

    


    
      	
              5.0  

            	
              Buyer
      shall deposit with Bombardier [***] calculated as [***] times each
      Incremental Option Aircraft on the first business day of [***] (the
      “Incremental Option Aircraft
Deposit”).

            


    

    


    
      	
              6.0  

            	
              Buyer
      shall make payment or cause payment to be made for each Incremental Option
      Aircraft [***] for each Aircraft by [***] from January 1, 2007 to the
      Scheduled Delivery Month) as
follows:

            


    

    


    
      	
              (a)  

            	
              [***]
      of the estimated net Aircraft Purchase Price upon exercise of the
      Incremental Option Aircraft (less the deposit for such Incremental Option
      Aircraft received by Bombardier as per the terms of this Letter
      Agreement);

            


    

    
      	
              (b)  

            	
              [***]
      of the estimated net Aircraft Purchase Price [***]prior to its Scheduled
      Delivery Month of each Incremental Option
  Aircraft

            


    

    
      	
              (c)  

            	
              [***]
      of the estimated net Aircraft Purchase Price [***] prior to its Scheduled
      Delivery Month of each Incremental Option Aircraft;
  and

            


    

    
      	
              (d)  

            	
              The
      balance of the Incremental Option Aircraft Purchase Price, less the
      Incremental Option Aircraft Deposit, on or before the date of delivery of
      such Incremental Purchase Aircraft.

            


    

    


    All
payments referred to in paragraphs (b) and (c) above are to be made on the first
business day of the applicable month.

    


    
      	
              7.0  

            	
              Scheduled
      Delivery Months of the Incremental Option Aircraft are as
      follows:

            


    

    


    Aircraft                      Scheduled Delivery
Month

    


    First Incremental Option
Aircraft                                                                           [***]

    Second Incremental Option
Aircraft                                                                      [***]

    Third Incremental Option
Aircraft                                                                          [***]

    Fourth Incremental Option
Aircraft                                                                       [***]

    Fifth Incremental Option
Aircraft                                                                           [***]

    Sixth
Incremental Option
Aircraft                                                                           [***]

    Seventh Incremental Option
Aircraft                                                                     [***]

    Eighth Incremental Option
Aircraft                                                                        [***]

    Ninth Incremental Option
Aircraft                                                                          [***]

    Tenth Incremental Option
Aircraft                                                                         [***]

    Eleventh
Incremental Option
Aircraft                                                                    [***]

    Twelfth Incremental Option
Aircraft                                                                      [***]

    Thirteenth Incremental Option
Aircraft                                                                 [***]

    Fourteenth Incremental Option
Aircraft                                                                [***]

    Fifteenth Incremental Option
Aircraft                                                                    [***]

    


    
      	
              8.0  

            	
              Buyer's
      failure to exercise its rights with respect to any Incremental Option
      Aircraft shall result in the cancellation of Buyer’s right to such
      Incremental Option Aircraft and Bombardier shall return the Incremental
      Option Aircraft Deposit without
interest.

            


    

    


    
      	
              9.0  

            	
              Upon
      exercise of Buyer's right to purchase the Incremental Option Aircraft by
      execution of this Letter Agreement, the parties shall consider all
      definitions, terms and conditions of the Agreement as applicable, unless
      expressly noted otherwise.

            


    

    


    
      	
              10.0  

            	
              Except
      as may be otherwise agreed in Article 18 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, which consent shall not be unreasonably
    withheld.

            


    

    


    
      	
              11.0  

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

            


    

    


    
      	
              12.0  

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

            


    

    


    
      	
              13.0  

            	
              In
      the event of termination of the Agreement, this Letter Agreement shall
      become automatically null and void.

            


    

    


    


    
      	
               
      

            	
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      of page intentionally left blank]

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Yours
truly,

    


    Acknowledged and Accepted

    


    


    BOMBARDIER
INC.                                                                                       For and on behalf
of

    Bombardier
Aerospace                                                                                      
Colgan Air, Inc.

    Commercial
Aircraft

    


    


    


    


                                                                                                  Name:

                                                                                                Title: