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EXHIBIT 5
VIA FAX (435) 834-3305
& FEDERAL EXPRESS August 9, 2000
Airbill No. 4053 6487 1132
CONFIDENTIAL
Mr. Bradford R. Rich
Executive Vice President,
Chief Financial Officer and Treasurer
SKYWEST, INC.
444 South River Road
St. George, Utah 84790-2086
Re: SkyWest Registration Rights and Related Matters
Dear Mr. Rich:
On behalf of Delta Air Lines, Inc. ("Delta"), I hereby acknowledge receipt of a
Notice of Registration and Preemptive Rights dated July 25, 2000 (the
"Notice"). Capitalized terms set forth in this letter without definition shall
have the meaning set forth in the Notice.
Pursuant to our telephone conversation yesterday, and in consideration of Delta
declining to participate in the offering outlined in the Notice, the parties
have agreed to amend the Option Agreement as follows: (1) Section 5.5, "Right
of First Refusal", is eliminated in its entirety; and (2) Section 5.3(a),
"Registration Rights--Demand Rights", is amended (a) to delete the
requirement that Delta seek the Company's approval with respect to the
selection of a managing underwriter or underwriters; and (b) to provide that in
the event Delta elects to exercise its demand registration rights, the Company
shall use its best efforts to cooperate and assist Delta in its marketing of
any shares to be sold pursuant to Section 5.3(a), including, without
limitation, participation by the Company's senior management in one or more
road show presentations at Delta's request. In addition, the Company agrees to
remove or instruct its transfer agent to remove the restrictive legend placed on
Delta's shares of Common Stock pursuant to Section 8.5 of the Option Agreement,
and to reissue such share certificates in the name of Delta or its designee.
Please acknowledge your agreement to these terms on the signature page of this
letter.
Subject to the foregoing, Delta hereby advises the Company that with respect to
any registration rights which Delta may have pursuant to Section 5.3 of the
Option Agreement:
(Initials) Delta hereby requests that ___________ shares
-------------- of Common Stock held by Delta be included for
sale in the Offering: or
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/s/ MMB (Initials) Delta hereby declines to participate in the
----------- offering and waives any and all registration
rights it may have under the Option Agreement
with respect to the Offering.
Delta further advises the Company that with respect to any preemptive rights
which Delta may have pursuant to Section 5.4 of the Option Agreement:
(Initials) Delta hereby notifies the Company of its
----------- desire to acquire that number of shares of
Common Stock which, when added to the shares
of Common Stock currently owned by Delta,
will provide Delta with the number of votes
equal to Delta's "Current Percent," as such
term is defined in Section 5.4 of the Option
Agreement, of the total number of votes
represented by all outstanding voting
securities of the Company, as provided in
Section 5.4 of the Option Agreement; or
/s/ MMB (Initials) Delta hereby declines to purchase additional
----------- shares of Common Stock and waives any and all
preemptive rights under the Option Agreement
with respect to the Offering.
DELTA AIR LINES, INC.
By: /s/ M. MICHELE BURNS
--------------------------------
(Signature)
M. Michele Burns
--------------------------------
(Name)
Accepted and Agreed To: Executive Vice President and
Chief Financial Officer
--------------------------------
SKYWEST, INC. (Title)
By: /s/ BRADFORD R. RICH
--------------------------------
(Signature)
Bradford R. Rich
--------------------------------
(Name)
Executive Vice President, Chief
Financial Officer and Treasurer
--------------------------------
(Title)
--------------------------------
(Date)
