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  Exhibit 10.19    
    


        Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the
confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed
separately with the Securities and Exchange Commission. 


 
 

AIR TRANSPORTATION CHARTER AGREEMENT


        This
AIR TRANSPORTATION CHARTER AGREEMENT ("Agreement") dated as of October 31, 2008, by and between  ALLEGIANT AIR, LLC, a Nevada limited liability
company with principal offices at 8360 South Durango Drive, Las Vegas, Nevada 89113 ("Allegiant")
and Harrah's Operating Company, Inc ("HOC") a Delaware Corporation, with principal offices at One Harrah's Court, Las Vegas, NV 89119. Allegiant
and HOC shall each also be referred to as the "Party" or collectively as the "Parties". 


 
 

  RECITIALS    
    


        WHEREAS, Allegiant in its capacity as a direct air carrier under Parts 207, 212
and 380 of the regulations of the United States Department of Transportation ("DOT"), 14 C.F.R. Parts 207, 212 and 380, desires to provide air transportation services to HOC to and from
locations designated by HOC; and 


        WHEREAS, HOC in its capacity as a Public Charter Operator under Part 380 of the DOT regulations, 14 C.F.R. Part 380, has a
need for air transportation services and desires to utilize air transportation services provided by Allegiant; 


        NOW THEREFORE, in consideration of the promises and covenants contained herein, the Parties hereto, intending to be legally bound hereby,
do agree as follows: 



1.     AIRCRAFT  


        Allegiant shall provide the air transportation services using the Aircraft listed in Exhibit A (the "Aircraft") or equivalent aircraft. 


2.     SERVICES  


        2.1   In
accordance with Section 6 of this Agreement, Allegiant shall provide air transportation services (the "Services") as more fully described in Exhibit A. 


3.     PRICE  


        In consideration for the Services provided by Allegiant under this Agreement, HOC agrees to pay Allegiant the rates listed in Exhibit A. 


4.     TERM  


        Unless terminated earlier in accordance with the terms of this Agreement, the term of this Agreement shall commence upon execution of this Agreement and shall
remain in full force and effect thereafter until December 31, 2011 (the "Term"). Actual Services as described in Section 2 of this Agreement shall begin January 1, 2009. 


5.     REGULATORY APPROVALS AND DUTIES  


        5.1   Allegiant
and HOC shall each hold all licenses, certificates, and permits, including without limitation all DOT, United States Federal Aviation Administration (the
"FAA"), and the Mississippi Gaming Commission ("MGC") approvals, required to fulfill their respective obligations specified in or contemplated by the terms of this Agreement. 







 

        5.2   Pursuant
to 14 C.F.R. Part 380 and other applicable regulations, Allegiant shall be responsible for its own compliance with DOT regulations, except as agreed to
by the Parties in Section 5.4, and shall indemnify defend and hold harmless HOC from any fines, claims or penalties resulting from noncompliance with any governing laws, rules or regulations
associated therewith. 


        5.3   Pursuant
to 14 C.F.R. Part 380 and other applicable regulations, including the responsibility agreed to under Section 5.4, HOC shall be responsible for its
compliance with DOT regulations, and shall defend and hold harmless Allegiant from any fines, claims or penalties resulting from noncompliance with any governing laws, rules or regulations associated
therewith, including its noncompliance with Section 5.4. 


        5.4   HOC
shall be responsible to submit all public charter filings as required to the DOT without delay and no later than ten (10) days after the Schedule is finalized
pursuant to Section 6.1. HOC shall provide a DOT conformed copy, including a Public Charter Number, to Allegiant no later than ten (10) days prior to the first flight scheduled in the
filing. 


        5.5   Allegiant
through its gate agent shall collect the Tour Participation Agreements ("TPA"). HOC shall provide Allegiant with an adequate supply of TPAs to distribute and
collect from the passengers. Allegiant shall deliver the executed TPA to HOC's authorized representatives upon arrival of each flight. 


6.     OPERATIONAL BLOCK TIMES / SCHEDULING  



        6.1   HOC
agrees to provide Allegiant a flight schedule (the "Proposed Schedule") at least ninety (90) days before the date of the first flight and the Proposed
Schedule period shall cover at least ninety (90) days. Allegiant shall have fifteen (15) days from receipt of the Proposed Schedule to consent to the flights contained therein.
Allegiant's consent shall not be unreasonably withheld. Once Allegiant has consented to the proposed flight schedule, Allegiant shall develop block time estimates for each flight ("Operational Block
Times" or "Block Hours") and these Operational Block Times shall be provided to HOC. (Operational Block Times are defined as the amount of time it takes from an aircraft's departure from the gate at
the origin airport until the aircraft's arrival at the gate at the destination airport). The Parties shall then agree to the final schedule ("the Schedule") and Operational Block Times. Allegiant
shall provide HOC the schedule, with flight times and baggage handlers for each flight, at least thirty (30) days prior to the operation of the flight. 


        6.2   Either
Party may request a change to the schedule. Both Parties agree to use their commercially reasonable efforts to accommodate changes requested by the other Party.
In the event changes are made by HOC to the Schedule with less than seven (7) days notice, HOC shall reimburse Allegiant for its out of pocket cost incurred as a result of accommodating HOC's
requested schedule change. HOC shall have no obligation to Allegiant for changes to the Schedule initiated or made by Allegiant. 


7.     MINIMUM BLOCK HOUR GUARANTEE  


        7.1   HOC
agrees to pay for a minimum number of Block Hours, as described in Exhibit A (the "Minimum Block Hour Guarantee"). Flights involved in positioning the
Aircraft (ferry flights) shall count towards meeting the Minimum Block Hour Guarantee. 


        7.2   HOC
shall pay Allegiant pursuant to Section 8.1, for Services to be operated pursuant to the Schedule. Within thirty (30) days of the completion of the
quarter, Allegiant shall provide a report to HOC that lists the actual Block Hours operated by Allegiant for HOC. This report will be compared with the estimated Block Hours that were used to
determine the appropriate advance payments made pursuant to Section 8.1. If the estimated Block Hours paid for by HOC is greater than the actual Block Hours operated by Allegiant, then
Allegiant shall roll the difference into the payment for the next 


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quarter's
estimated Block Hours and count as a reduction in the Minimum Block Hours Guaranteed during the next quarter. If the estimated Block Hours paid for by HOC is less than the actual Block Hours
operated by Allegiant, then Allegiant shall invoice HOC for the difference. Payment shall be due within thirty (30) days of receipt of invoice. 


        7.3   Within
ten days of the completion of each calendar quarter, Allegiant shall provide HOC with a report that lists the Services provided by flight during the subject
quarter. If the Services provided fail to meet the Minimum Block Hour Guarantee, then Allegiant shall invoice HOC for the difference between the Block Hours for the Services provided and the Minimum
Block Hour Guarantee. Allegiant agrees to use flight factors, such as direct flight paths and proximate fuel stops, to minimize Block Hours. HOC shall be excused from payment for actual Block Hours
incurred as a result of delays caused by factors within Allegiant's control. HOC shall be excused from the Minimum Block Hour Guarantee during any quarter in which flights are cancelled due to force
majeure events, as defined in Section 19, or factors within Allegiant's control (excluding weather). 


8.     PAYMENT TERMS  


        8.1   HOC
shall pay Allegiant for the Services as follows: 



          (i)  Initial
Payment Date. Upon execution of this Agreement, HOC shall deposit an amount equal to the projected cost for Services and the Actual Fuel Expense, as defined in
Section 10.1, to be provided under the Schedule between January 1, 2009 and January 16, 2009 shall be due December 15, 2008. 


         (ii)  1st Payment
Date. HOC shall deposit no later than the 1st day of each month (the "1st Payment Date") an amount equal to the projected
cost for Services and Actual Fuel Expense to be provided under the Schedule between the 16th day of the month through the end of that same month (the "1st Billing Period"). The projected
cost shall be based on a rolling 6 month average of the per gallon price per gallon and be based on the scheduled flight hours for the time period being paid. 


        (iii)  2nd Payment
Date. HOC will deposit by the 16th day of each month (the "2nd Payment Date"), an amount equal to the estimated cost for
Services and Actual Fuel Expense to be provided under the Schedule between the 1st day through the 15th day of the following month (the "2nd Billing Period"). The projected cost
shall be based on a rolling 6 month average of the per gallon price per gallon and be based on the scheduled flight hours for the time period being paid. 



        (iv)  Each
month a settlement for both services and Actual Fuel Expense shall be done no later than the 15th on the following month. The settlement shall
compare billed services and fuel to actual services and fuel. A credit or charge shall be added or subtracted from the next payment for services and fuel made by the property. 




        All
deposits shall be made by wire transfer to Allegiant's DOT approved escrow account listed in Exhibit C. Allegiant shall provide HOC a copy of the DOT letter approving the
escrow account. The Parties agree that payment for each flight shall only be released from the DOT escrow upon completion of the flight (from the origin airport to the destination airport). 



        8.2   All
reimbursable expenses, including but not limited to certain catering, liquor, and PFC charges (defined in Section 9.3), shall be invoiced in arrears monthly
by Allegiant to HOC for payment by wire transfer to Allegiant's operating account listed in Exhibit D. Reimbursable expenses shall be invoiced each month and HOC shall remit payment within
15 days of receipt of invoice. In the event that HOC fails to pay within 18 days of receipt of invoice, HOC shall pay a late charge equal to 2% of the invoice amount. All invoices for
reimbursable expenses shall list the expenses by flight wherever possible. 


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        8.3   All
payment terms are subject to the terms and conditions of Section 25 herein. 


        8.4   Allegiant
represents and warrants that it will maintain the DOT escrow account at all times and notify HOC of any changes to the DOT escrow account. 



        8.5   In
the event that HOC fails to make payment when due under Section 8.1, and such failure to make payment is not cured in accordance with Section 26.1,
Allegiant shall after giving written notice to HOC have the right to cancel flights scheduled on the eleventh day proceeding that date and such right shall continue until Allegiant has received
payment in full under Section 8.1. Any flights cancelled due to non-payment under Section 8.1 shall in no way limit or excuse HOC's obligation under the Minimum Block Hour
Guarantee. 


9.     TAXES AND OTHER CHARGES  



        9.1   HOC
shall be responsible for the collection and payment of any and all federal, state and local excise taxes (including federal segment fees) imposed upon the purchase
of air transportation. HOC agrees to indemnify, defend and hold harmless Allegiant from and against any claims made, or penalties or fines imposed as a result of any act or omission relating to
collection or payment of such taxes (including, but not limited to attorneys' fees, costs and expenses incurred in connection therewith) arising out of the performance of Services under this
Agreement, unless arising from Allegiant's negligence, misconduct or false information. 


        9.2   Allegiant
shall be responsible for the remittance of payment of any security charges (including the September 11th Security Fee) that are
assessed on a per passenger basis. Notwithstanding the foregoing, HOC shall be responsible for the collection of these charges from its passengers and for transmittal of same to Allegiant, and for
reimbursing outlays made by Allegiant for these charges. Allegiant shall invoice HOC pursuant to Section 8.2 above. 


        9.3   Allegiant
shall be responsible for the remittance of payment of all passenger facility charges ("PFC") imposed by airports on HOC's passengers carried by Allegiant.
Notwithstanding the foregoing, HOC shall be responsible for the collection of these charges from its passengers and for transmittal of same to Allegiant, and for reimbursing outlays made by Allegiant
for these charges. Allegiant shall invoice HOC pursuant to Section 8.2 above. 



        9.4   HOC
and Allegiant each warrant to the other that any commissions that are or will become due to any third party in connection with this Agreement or its performance
hereunder shall be payable at that Party's sole expense. 


10.   FUEL  


        10.1 HOC
shall be responsible for the cost of fuel for the operation of all flights under this Agreement. Included in fuel gallon price are the following: (i) supply
of jet fuel purchased at market price at each station; (ii) delivery of fuel; (iii) into-plane fueling services; and (iv) any applicable taxes and fees (collectively
hereinafter defined as "Actual Fuel Expense"). Estimated fuel expense shall be paid in advance in accordance with Section 8.1 of this Agreement and reconciled to Actual Fuel Expense on a
monthly basis. HOC shall only be responsible for fuel purchased at each station at the market price and shall not pay fuel costs based on any Allegiant fuel hedging program. 


        10.2 Allegiant
shall work in good faith to minimize fuel cost. 


        10.3 Each
month during the term of this Agreement, Allegiant shall provide HOC with a written fuel usage report that summarizes the Actual Fuel Expense and the total number
of gallons actually used in performance of the Services during the invoiced period. In accordance with the obligations outlined in Section 10.1 Allegiant shall be reimbursed for Actual Fuel
Expense as outlined in Section 8.1 of this Agreement. Allegiant shall fully document the Actual Fuel Expense. Allegiant shall 


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retain
all documents relating to its procurement of fuel for the Services including, but not limited to, actual contracts, receipts, invoices, and / or purchase orders (collectively referred to as
"Fuel Procurement Documents"). HOC and its authorized agents shall have the right to inspect, review, and audit all Fuel Procurement Documents. Upon request, Allegiant shall forward true and correct
copies of Fuel Procurement Documents to HOC. Allegiant shall be financially obligated to reimburse HOC for any overpayments of Actual Fuel Expense within 14 days of receiving notice of such
overpayment from HOC. 


11.   STATIONS  


        11.1 Allegiant
is responsible for station charges (as described in Exhibit A, Section 2). Allegiant shall not levy any surcharges against HOC nor request
reimbursement for station of charges to or from any U.S. city. HOC agrees to work in good faith with Allegiant to minimize stations costs, including the review of feasible alternative airports
identified by Allegiant. 


        11.2 In
certain instances, HOC may desire to fly to or from a city in Canada or Mexico. In these cases HOC shall pay for the portion of station costs per round trip
associated with those flights that are in excess of $[...***...]. 


12.   LIQUOR  


        12.1 Alcoholic
beverages shall be available at a nominal cost to passengers on all flights. Allegiant shall purchase the alcoholic beverages
[...***...]. 


        12.2 Allegiant
shall provide alcoholic beverages to certain passengers as designated by HOC at no cost to the passenger. These passengers shall present coupons to Allegiant
personnel in exchange for free alcoholic beverages. Allegiant shall invoice HOC at its cost, pursuant to Section 8.2, the amount due for alcoholic beverages provided at no charge to passengers. 


13.   CATERING  


        The Price for Services provided by Allegiant includes catering as described in Exhibit A. Allegiant may be able to provide other catering alternatives and
will attempt to do so at HOC's direction, but the expense incurred by Allegiant, if any, of additional catering shall be invoiced to and be borne solely by HOC. Allegiant shall invoice HOC pursuant to
Section 8.2 for any additional catering expenses. If HOC supplies the catering at its sole expense, there shall be no reimbursement due to Allegiant. 


14.   PERFORMANCE STANDARDS  


        14.1 Allegiant
agrees to perform the Services safely and professionally in accordance with the highest standards of the air transportation industry and in full compliance
with all applicable federal, state and local laws and regulations. 


        14.2 Allegiant
represents and warrants that it owns or leases the Aircraft at all times. Allegiant shall at all times have exclusive operational control of the Aircraft
performing the Services. Allegiant represents and warrants that they are the direct air carrier, unless substitute aircraft is provided pursuant to Section 16. Allegiant shall be charged with
responsibility for decisions with respect to the suitability of the Aircraft, weather conditions, flight conditions and any other decisions or issues relating to control and direction of the
activities associated with the flight of the Aircraft. Under no circumstances shall HOC or anyone other than Allegiant have the right to countermand or issue any directive pertaining to the foregoing
activities and issues. 


        14.3 At
its own cost (with no right to reimbursement), Allegiant shall clean the interior of the Aircraft, including but not limited to, trash pickup, wipe down seats, seat
back trays, and vacuuming prior to each flight departing from the base of operation and the exterior on an as-needed basis. 


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        14.4 Each
Allegiant pilot shall hold current and valid pilot licenses, be duly rated and qualified by the FAA, and be fully trained for operation of the Aircraft. 



        14.5 All
cabin crew personnel shall be courteous to each passenger, maintain good grooming and hygiene standards, wear easily identifiable full uniform outfits that are
professional in appearance in a manner similar to the standards of cabin crews for nationally recognized commercial passenger airlines, and shall not make any negative comments with respect to HOC,
its affiliates or Allegiant. 


        14.6 Allegiant
shall maintain in a current status all operating certificates, permits and licenses issued by all appropriate regulatory authorities and shall be in full
compliance with applicable regulations, standards, agency directives and laws and shall indemnify and defend HOC, its managers, officers, directors, parents, employees, agents, affiliated companies
and subsidiaries from and against any fines, penalties or claims resulting from noncompliance hereunder. 


        14.7 Upon
request by HOC, Allegiant will make available for inspection all records, documents, and data concerning accidents, violations, passenger safety and welfare,
licensing, and regulatory requirements. This documentation shall include, but not limited to, all certifications and licenses of pilots/copilots as required by the DOT, FAA, and other regulatory
agencies. HOC shall be entitled to true and accurate copies of all documents referenced in this Section 14.8. 


        14.8 Allegiant
agrees to meet the following operational performance metrics (the "Performance Metrics"): (1) on-time performance of
[...***...]%, as measured by arrivals within 15 minutes of scheduled arrival time; and (2) completion factor of [...***...]%. Allegiant's
performance shall be measured at the completion of every calendar quarter (January 1—March 31; April 1—June 30;
July 1—September 30; and October 1—December 31). Within ten (10) days of the completion of each quarter, Allegiant shall provide HOC a report
of its performance as measured by the Performance Metrics. Such report shall include FAA weather reports relied on by Allegiant to justify delays or cancellations caused by weather. If Allegiant is
deficient in meeting the Performance Metrics during any one quarter, it shall have a [...***...] day period, commencing with the first day of the following month to improve its
performance so as to meet or exceed the Performance Metrics measured during that [...***...]-day period. If Allegiant is unable to do so, HOC shall have the right
to cancel this Agreement [...***...]. Flight cancellations or delays that are due to force majeure reasons (except for delays or cancellations under Section 27), weather
conditions, air traffic control or other causes outside Allegiant's reasonable control or due to the request of HOC shall not be included in measuring performance against the Performance Metrics. 


        14.9 In
the event that HOC causes a flight to be delayed and it results in Allegiant being unable to provide Services on that day or as scheduled the following day due to
crew duty-time limitations and/or other Federal Aviation Regulations reasons, HOC will be liable to Allegiant for the reimbursement of costs incurred by Allegiant as a result of such
delay. In the event a trip is cancelled due to the foregoing, the cancelled trip shall not be charged against Allegiant's Performance Metrics and HOC shall have no right of reimbursement for payment
made pursuant to Section 8.1 for such cancelled flight. In the event, that a flight is cancelled by Allegiant due to a mechanical failure or the lack of qualified crew, the total cost for the
flight including ferry legs shall be refunded to HOC. 


        14.10  Exhibit C
shall govern the liability and treatment of passengers in the event of delays, cancelled flights or irregular operations. 



        14.11  Allegiant
shall notify HOC at least thirty (30) days in advance of the identity, location and contact information for the ground handling agent that will be
contracted by Allegiant at each airport that appears on the Schedule. 


        14.12  HOC
shall send via facsimile to Allegiant's Dispatch Office, at least 48 hours before each flight is scheduled, a copy of the latest flight manifest. Any
changes made to the manifest shall be communicated by HOC to Allegiant's Dispatch Office on a continuous basis up until the flight departure time. 


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15.   SUBCONTRACTORS  


        15.1 Under
no circumstances shall Allegiant subcontract its primary duties necessary to perform the Services, including but not limited to: (i) Subject to
Section 16 of this Agreement, its exclusive operational control of the Aircraft performing the Services; (ii) its decisions with respect to Aircraft suitability, weather conditions,
flight conditions as outlined in Section 14.2 of this Agreement; and (iii) its obligation to minimize fuel cost in accordance with Section 10.3 of this Agreement. 


        15.2 Allegiant
shall be entitled to hire independent third party contractors to provide secondary support services, including but not limited to: (i) ground handling
agents; (ii) ticket counter representatives; (iii) and service technicians used to fuel the Aircraft. In all circumstances where Allegiant elects to subcontract secondary support
services the following shall apply: (i) Allegiant shall remain liable to HOC for performance of all terms, obligations, and provisions of this Agreement; (ii) the third party
subcontractor must agree in writing to be bound by all requirements of this Agreement; and (iii) HOC shall have the right to require Allegiant terminate any third party subcontractors upon
directive of the MGC and/or the NDCB, or failure to adhere to safety and/or performance standards. 


16.   MAINTENANCE / SUBSTITUTE AIRCRAFT  


        16.1 At
its own cost (with no right of reimbursement), Allegiant shall at all times maintain the Aircraft in an airworthy condition in accordance with its
FAA-approved maintenance program. Allegiant shall schedule its maintenance of the Aircraft so that it does not interfere with flights scheduled in accordance with Section 6 of this
Agreement. 


        16.2 Subject
to HOC's consent Allegiant may at its own expense (without right for reimbursement) retain a substitute aircraft to perform the Services. In all cases where HOC
consent's to the use of substitute aircraft the following shall occur: (i) the owner of the substitute aircraft shall be required to comply with the requirements of this Agreement;
(ii) the substitute aircraft must be substantially similar to the Aircraft described in Exhibit A of this Agreement with regard to size and type of aircraft; (iii)l Allegiant and the
owner of the substitute aircraft have each executed a Supplementary Agreement with HOC in the form attached hereto as Exhibit F; and (iv) the owner of the substitute aircraft shall
submit an Insurance Certificate in compliance with the insurance requirements of Section 20 of this Agreement. . 


        In
all cases where Allegiant cannot perform Services (not due to Force Majeure conditions as defined below) and fails to provide an acceptable substitute to perform the flight in
question Allegiant shall pay HOC a full refund for the cost of such flight. 



17.   NO-SHOW PASSENGERS  


        Allegiant shall not be responsible or liable for the transportation of HOC's passengers who fail to report at the specified check-in point at the
departure airport at least thirty (30) minutes prior to the scheduled departure time of a flight, or who are, through no fault of Allegiant, not aboard at the time of scheduled departure.
Allegiant may depart as scheduled and shall in no way be responsible for or to such individual or HOC, and Allegiant shall be deemed to have completed its contractual obligation to HOC. 



18.   BAGGAGE AND HAZARDOUS MATERIALS  


        18.1 Allegiant
shall provide required baggage identification tags and claim checks to be distributed to passengers. 


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        18.2 Allegiant
assumes liability only for passenger baggage actually received by a representative of Allegiant from the individual passenger at the departing airport. Limit
of baggage liability shall be as prescribed by applicable DOT regulations (14 C.F.R. Part 254). As between HOC and Allegiant, HOC assumes all responsibility for baggage in possession of
transfer companies engaged by HOC. HOC agrees that Allegiant is not liable for property not delivered to it and agrees to indemnify, defend and hold harmless Allegiant from any claims brought against
it by third parties alleging loss or damage to such baggage. 


        18.3 UNDER
NO CIRCUMSTANCE SHALL ALLEGIANT ACCEPT FOR TRANSPORTATION IN CHECKED OR HAND-CARRIED BAGGAGE, OR AS CARGO, NOR MAY ANY PASSENGER BRING ABOARD
ALLEGIANT'S AIRCRAFT, ANY ARTICLE CONSTITUTING "HAZARDOUS MATERIAL", DEFINED AS ANY ARTICLE OR SUBSTANCE THE TRANSPORTATION OF WHICH BY AIR IS PROHIBITED, RESTRICTED OR OTHERWISE
AFFECTED BY ANY RULE OR REGULATION OF THE DOT, INCLUDING THE RESEARCH AND SPECIAL PROGRAMS ADMINSITRATION (the "RSPA") or successor administration, THE FAA, OR THE INTERNATIONAL CIVIL AVIATION
ORGANIZATION (the "ICAO"). 


19.   FORCE MAJEURE  


        Both Parties shall be excused from all performance and or payment obligations when the ability of either party to perform according to the terms of this Agreement
has been impeded as a result of, or arising from, any of the following: governmental or airport laws, regulations, orders, war, acts of terrorism, acts of God, riots, civil disobedience; or national
emergencies (hereinafter referred to as "Force Majeure conditions"). Any Force Majeure conditions shall be said to have impeded a Party's ability to perform when it has required that Party to cancel a
scheduled charter flight. The Parties shall only be excused from their performance and/or payment obligations during the duration of the Force Majeure condition. Either Party shall promptly notify the
other of any such conditions which may result in its inability to resume its obligations upon the cessation of the Force Majeure condition. Each Party shall make every effort to resume performance, at
the earliest time that it is safe and prudent to do so. In any case where the Force Majeure conditions last longer than three (3) months either Party shall have the right to terminate its
obligations under this Agreement, in all other cases the Parties shall have the right to cancel the specific flights scheduled to take place during the Force Majeure condition. Additionally, any
flights cancelled due to a Force Majeure shall be deducted from the minimum block hour requirement at no cost to HOC. 


20.   INSURANCE AND INDEMNITY  


        20.1 During
the Term of this Agreement it is expressly agreed that, ALLEGIANT shall at no expense to HOC maintain aircraft / aviation liability insurance ("Policy") with a
reputable insurer approved by HOC. ALLEGIANT shall provide a Certificate of Insurance naming HOC and/or any subsidiary company (or subsidiaries of division thereof), and/or any other affiliated,
allied or controlled entity of any of the foregoing that existed or may hereafter exist, and/or each of their officers, directors, trustees, employees and representatives as additional insureds. 


        20.2 The
required insurance Policy shall include the following: 



	(a)
	The
Policy shall include aviation liability, passenger liability, public liability, and property damage liability, providing coverage for all claims
resulting from use, and/or operation of the Aircraft including but not limited to claims of death or injury to persons or loss of or damage to property. The Policy shall have liability limits of
$500,000,000 for aircraft with a seating capacity of 125 passengers and / or $750,000,000 for aircraft with a seating capacity of between 126 to 185 passengers.



	(b)
	The
Policy shall include War Risk Liability coverage in an amount not less than $50,000,000; 



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	(c)
	The
Policy shall include Workers Compensation coverage at statutory limits;



	(d)
	The
Policy shall include Personal Injury Liability coverage of at least $25,000,000;



	(e)
	The
Policy shall be placed on a worldwide basis;



	(f)
	The
Policy shall not be subject to cancellation, material change or restriction, or reduction of coverage or limits except upon not less than sixty
(60) days written notice to HOC. The insurer shall immediately notify HOC in the event of default in payment of any premium or installment;



	(g)
	The
Policy shall be primary and not excess, subject to any co-insurance clause or contingent. The Policy shall not require contribution from any
insurance purchased by HOC, its employees, officers and directors, its affiliates and subsidiaries;



	(h)
	The
Policy shall include a Waiver of Subrogation clause in the HOC's favor;



	(i)
	The
Policy's certificate shall list the specific aircraft utilized to provide Services agreed to herein by Allegiant to HOC. Additionally, it shall apply to
any and all aircraft utilized under the terms of this agreement with HOC. 




        20.3 The
Aircraft shall not be operated and HOC shall have no obligation (financial or otherwise) during the Term unless the insurance described in this Section 20 is
in full force and effect, nor shall the Aircraft be operated in a location or any manner which would cause such insurance to be suspended, impaired or canceled, or its protection to be jeopardized. In
the event of loss or destruction of, or damage to, the Aircraft during the Term, Allegiant shall cooperate in good faith, and promptly furnish such information, execute such documents, and do all such
other acts and things, as may be reasonably necessary or appropriate to collect the proceeds provided under the Policy. Allegiant agrees that the above lease/hire or non-owned
aircraft/arrangements with the same limits set forth above. Allegiant agrees to comply with additional insurance requirements as determined from time to time in writing by HOC. 


        20.4 Allegiant
agrees to defend, indemnify and hold harmless HOC, its subsidiaries, partners, affiliated companies, officers, directors, agents and/or employees, from and
against any and all claims, actions, damages, expenses (including attorneys' fees and costs associated with in house legal professionals), or liability therefore, in connection with any and all loss,
theft, misappropriation and/or damage to property or equipment transported, including but not limited to baggage (and any other guest property which might be transported by Allegiant subject to the
Airline baggage liability limit), personal injury and/or loss of life sustained by any third parties arising from or on account of any flights or related Services provided by Allegiant hereunder
including without limitation any acts or omissions of Allegiant, its agents, employees or other representatives, including without limitation the owners and operators of substitute aircraft, of any of
the obligations of Allegiant described herein or related hereto, without regard to cause or peril. 


        20.5 Allegiant
shall agree to defend, indemnify, release, and hold harmless HOC, its parent and affiliated companies, their managers, agents, employees, officers, directors
and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of
anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damages to property arising
directly or indirectly, out of or from or on account of the services provided by Allegiant pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties,
proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of the HOC. This indemnification shall be insured against by Allegiant and shall not be
limited or restricted by any other provision of this Agreement including but not limited to the insurance requirements. 


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        20.6 In
all cases of indemnification required under the terms of this Agreement, the Indemnitee shall give the Indemnitor prompt written notice of any such claim, and
provide the Indemnitor with the authority, information and assistance (at no out-of-pocket cost to such Indemnitee) that the Indemnitor deems necessary for the defense and
settlement of the claim, provided that the failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification except to the extent that such failure prejudices
the indemnitor's ability to direct the defense or settlement or otherwise damages the Indemnitor. Subject to the indemnitee's reasonable determination that its interest are prejudiced, the Indemnitor
shall be entitled to direct the defense and settlement of any claim for which indemnification is sought under this Agreement. 


        20.7 Each
provision of this Section 20 shall survive the termination or expiration of this Agreement. 


21.   LIABILITY  



        IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. 


10









 



































  22.   NOTICES  



        All notices required or permitted under this Agreement shall be in writing and shall become effective on the date of receipt and shall be hand delivered or faxed
(with receipt confirmed simultaneously) or mailed by registered or certified first class mail, return receipt requested, addressed to: 



			
	Allegiant:	 	Allegiant Air, LLC

8360 South Durango Drive

Las Vegas, Nevada 89113

Attn: Andrew Levy, CFO & Managing Director

Phone: (702) 851-7300

Fax: (702) 851-7310
	
with a copy to:	
 	

 Ellis, Funk et al

3490 Piedmont Rd, Suite 400

Atlanta, Georgia 30305

Attn: Rob Goldberg

Phone: (404) 233-2800

Fax: (404) 233-2188

	
HOC:	
 	

 Harrah's National Casino Marketing

13615 Old Highway 61 North

Robinsonville, MS 38664

Phone: (662) 357-6004

Fax: (662) 357-3430

	

 	
 	

 And

	

 	
 	

 Harrah's National Casino Marketing

2900 South Casino Drive

Laughlin, Nevada 89029

Phone: (702) 298-8588

Fax: (702) 298-8505

	
with a copy to:	
 	

 Corporate Counsel

Harrah's Law Department

365 Canal Street, Suite 900

New Orleans, LA 70130

Phone: (504) 533-6036

Fax: (504) 533-6107







        Such
addresses may be changed by written notice to the other party at any time. 


23.   INDEPENDENT CONTRACTOR, DIRECTION AND CONTROL  


        23.1 Allegiant
is an independent contractor with respect to all Services performed hereunder, and under no circumstances shall Allegiant or its directors, officers, agents,
affiliates, employees, or subcontractors, be deemed for any purpose to be the agent, servant, employee, "borrowed servants" or representative of HOC in the performance of all or any part of the work
or Services performed hereunder. HOC hereby expressly foregoes and disclaims any contractual or other right to direct or control Allegiant or its employees, agents, independent contractors for any
work or Services performed pursuant to this Agreement and is interested only in the results to be obtained. 


11







 

        23.2 No
agency relationship is created or intended by this Agreement. Neither Party shall have the right nor authority to act on the other's behalf, represent the other in
any manner, or bind the other to any agreement or undertaking. 


24.   CONFIDENTIALITY  


        24.1 Allegiant's
employees, officers, agents, directors and subcontractors shall treat as confidential and proprietary and not disclose to others during or subsequent to the
term of this Agreement, except as necessary to perform this Agreement, and then only on a confidential basis satisfactory to HOC, any information whether oral or written of any description whatsoever,
including, but not limited to, any technical information or data regarding HOC or HOC's plans, programs, This Agreement and its terms and conditions, marketing, strategies, facilities, processes,
products, costs, equipment, operations or customer lists which are designed or reasonably understood to be confidential or proprietary at the time divulged to Allegiant, its employees, officers,
agents, directors or subcontractors in the performance of this Agreement. Additionally, Allegiant may not use any of the confidential or proprietary information for any purposes other than to fulfill
its obligations under the terms of this Agreement, nor may Allegiant use any proprietary or confidential information for any of its own advertising, marketing, or other business purposes not connected
with its obligations under this Agreement. Notwithstanding the foregoing, Allegiant may disclose this Agreement and other information in response to court ordered subpoenas and administrative orders
to governmental agencies (FAA, DOT, GCB, SEC, and IRS) as reasonably required and only the term and projected revenue to be earned as a result of the Agreement to any financial institution in
connection with financial services. 


        24.2 HOC's
employees, officers, agents, directors and subcontractors shall treat as confidential and proprietary and not disclose to others during or subsequent to the term
of this Agreement, except as necessary to perform this Agreement, and then only on a confidential basis satisfactory to Allegiant, any information whether oral or written of any description
whatsoever, including any technical information or data regarding Allegiant or Allegiant's plans, programs, marketing, strategies, facilities, processes, products, costs, equipment, operations or
customers which are designed or reasonably understood to be confidential or proprietary at the time divulged to HOC, its employees, officers, agents, directors or subcontractors in the performance of
this Agreement. Notwithstanding the foregoing, HOC may disclose this Agreement and other information to governmental agencies (FAA, DOT, GCB, SEC, and IRS) as reasonably required and to any financial
institution in connection with financial services. 


25.   GAMING REGULATORY REQUIREMENTS  


        25.1 Allegiant
acknowledges that this Agreement is subject to the registration and other licensing, permitting or approval requirements imposed on Allegiant by the MGC
and/or NGCB and, if applicable, any manufacturer, distributor or supplier of the goods to be delivered hereunder. Allegiant hereby agrees that HOC may conduct investigations of Allegiant, its owners
and key employees regarding financial information and legal proceedings. In the event: (i) Allegiant fails to secure any MGC and/or NGCB required permits, licenses, and/or authorizations in a
timely fashion; or (ii) any material information provided by Allegiant, its owners or key employees to HOC is false or omitted, HOC may immediately and unilaterally terminate this Agreement.
Upon its unilateral termination for Allegiant's failure to comply with this Section 25.1 HOC shall have no obligation to Allegiant financial or otherwise. 



        25.2 Allegiant
shall be solely responsible for securing all required registrations, permits, approvals and licenses from the MGC and NGCB or otherwise, and failure to obtain
or maintain same shall be an event of material default under this Agreement. If (i) MGC and/or NGCB, at any time, require Allegiant or any related party to be found suitable and Allegiant
receives an initial decision finding 


12







 



Allegiant
or related party unsuitable, or (ii) MGC and/or NGCB, at any time, disapprove or object to this Agreement in any way, revoke any approval or registration for the transaction or
suspend any business activity between Allegiant and HOC, or (iii) MGC and/or NGCB deny, suspend or revoke any registration, license, permit or approval sought by or obtained by Allegiant or
related party, or Allegiant or a related party is placed by MGC or NGCB on a restricted list or similar list that restricts HOC or its affiliated companies from transacting business with Allegiant or
a related party, then HOC may, in its sole discretion and, in addition to any other remedy permitted hereunder and pursuant to law, unilaterally terminate this Agreement without liability to Allegiant
or to any third party, whether or not Allegiant may pursue or is pursuing any rights to challenge any action or inaction of MGC or NGCB, in which case termination shall become effective on the date of
written notice thereof to Allegiant. Allegiant acknowledges that this Agreement is subject to the continuing oversight and jurisdiction of MGC and NGCB and any orders, directives or mandates issued
thereby to Allegiant or HOC relating to any terms of this Agreement, including the payment terms and, further, agrees to be bound by the terms of any such MGC or NGCB order, directives or mandates. 


26.   DEFAULT AND EARLY TERMINATION.  


        26.1 Except
as otherwise set forth herein, in the event of a monetary default by HOC which is not cured within [...***...] of written notice thereof,
Allegiant may terminate this Agreement. Except as otherwise set forth herein, in the event of a material default by Allegiant, which is not cured within [...***...] of written
notice thereof, HOC may either terminate this Agreement or offset any monetary amounts owed by Allegiant in its subsequent payment under section 8.1 or 8.2. 


        26.2 The
following events may justify immediate termination of this Agreement by the non-affected Party: (i) the making by either Party of any general
assignments for the benefit of creditors; (ii) the filing by either Party of or a petition for the reorganization or arrangement under any laws relating to bankruptcy (unless, in the case of a
petition filed against either Party, the same is dismissed within thirty (30) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of such
Party's assets; (iv) the attachment, execution or other judicial seizure of substantially all of such Party's assets; or (v) either Party's convening of a meeting of any creditors or any
class thereof for the purpose of effecting a moratorium upon or composition of such party's debts, or any class thereof. 


        26.3 In
the event that either Party's authorization under the FAA and/or the DOT is revoked, cancelled or suspended, wholly or in part, the non-impaired Party
may immediately terminate this Agreement by giving the impaired Party notice thereof. 


        26.4 Either
Party shall have the right to terminate this Agreement, for any reason or no reason, at any time, with [...***...] written notice.
Additionally, Horseshoe Tunica, Harrah's Reno and Harrah's Laughlin may each individually terminate their obligations under this Agreement, for any reason or no reason, at any time, with
[...***...] written notice to Allegiant. 


        26.5 The
rights of termination contained in this Section are in addition to any other remedies available to any of the Parties hereunder. 


        26.6 Unless
otherwise indicated, any termination of the Agreement by either Party pursuant to Section 26 shall be without prejudice to the claims of either Party up
to the date of termination. The rights and obligations of the Parties shall cease on the date of termination, except those obligations and debts arising prior to the date of termination, including but
not limited to any amounts owed to Allegiant for Services provided, the insurance obligations under Section 20, and any amounts owed to HOC hereunder. 


13







 

27.   SERVICES FOR THIRD PARTIES  



        Allegiant agrees that HOC shall have priority use of the Aircraft. Allegiant reserves the right to utilize the Aircraft to provide air transportation services to
third parties only if these services do not impact its ability to provide Services to HOC. In all cases, it is expressly agreed that Allegiant shall give HOC priority in the scheduling and operation
of the Aircraft. 


28.   MISCELLANEOUS  


        28.1 If
a litigated dispute should arise herein between Allegiant and HOC, the prevailing Party shall be entitled to receive from the non-prevailing Party, in
addition to any other compensation or award, all reasonable attorney fees and all costs of suit or claim therein. 


        28.2 This
Agreement and all Exhibits shall be governed by the laws of the State of Nevada. Venue shall solely lie in Clark County, Nevada, and the Parties hereto submit to
such jurisdiction. 


        28.3 In
the event that one or more of the provisions of this Agreement are held invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall be
unimpaired. 


        28.4 Neither
Party will use for any commercial purpose customer/passenger names and addresses that are procured by the other Party. Allegiant will not directly or indirectly
solicit HOC's passengers 


        28.5 This
Agreement is entered into by HOC and Allegiant on their own behalf. 


        28.6 HOC
shall, at any time from the date hereof through one (1) year after the termination of this Agreement, be entitled to an audit of Allegiant's records to
determine Allegiant's compliance with the terms of this Agreement. HOC shall conduct any audit during normal business hours at the principal place of business of Allegiant or at another location
designated by Allegiant. If it shall be determined as a result of such audit that there has been non-compliance with any provision of this Agreement, Allegiant shall have thirty
(30) calendar days from the date HOC gives it written notice of its non-compliance to cure such non-compliance. In the event the non-compliance is a listed
default that allows HOC a different and/or shorter remedy, HOC may utilize such remedy. In the event Allegiant fails to cure said non-compliance within said time frame, HOC may immediately
terminate this Agreement. Should any non-compliance be found, Allegiant shall reimburse HOC for the cost of the audit or HOC may deduct the cost of the audit from any funds owed to
Allegiant under invoices issued by Allegiant pursuant to Section 8.2 of this Agreement. 



        28.7 This
Agreement, including its Exhibits attached hereto, constitute the entire agreement between Allegiant and the HOC relating to the subject matter hereof and
supersedes all written or oral agreements and/or other writings with respect hereto the services provided herein and may be altered, amended or modified only by a written instrument signed by an
authorized officer of each of the Parties to this Agreement. 


        28.8 Each
of the persons signing this Agreement warrants that he/she is authorized and has authority to execute this Agreement on behalf of his/her respective Party. 


        28.9 This
Agreement and all or any part of Allegiant's or HOC's rights hereunder may not be assigned, transferred or otherwise conveyed by either Party in whole or in part,
except to a subsidiary, affiliated or parent company, without the prior written consent of the other Party. Notwithstanding the foregoing, HOC may sell or assign all or a portion of the passenger
seats on any flight to third parties. 


        28.10  No
term or condition of this Agreement shall be deemed waived by either Party unless the waiver is in writing and is executed by the Party alleged to be bound by the
waiver. A waiver by either Party of a breach of any of the terms or conditions hereof will not constitute a waiver of any subsequent breach thereof or a waiver of any breach of any other term or
condition. 


14







 
X

X 


15









 



































  
        IN WITNESS WHEREOF, HOC and Allegiant, by and through their duly authorized representatives, have executed this instrument as of the date first written above. 



							
	 Allegiant:	 	HOC:
	

Signed the 31st day of October, 2008	
 	
Signed the 31st day of October, 2008
	

for and on behalf of Allegiant Air, LLC	
 	
for and on behalf of HOC
	
by	
 	

 Andrew Levy








 	
 	
by	
 	

 Thomas M. Jenkin







 
	
its	
 	

 CFO/Managing Director








 	
 	
its	
 	

 Western Division President







 
	
Signature:	
 	

   








 	
 	
Signature:	
 	

     







 





 





							
	STATE OF	 	  







 	 	)	 	 
	 	 	 	 	) ss:	 	 
	COUNTY OF	 	  







 	 	)	 	 





        On
this            day
of                                         
       , 2007, before me a Notary Public, personally
appeared                                        
                                personally known to me (or proved to me on the basis of
satisfactory
evidence) to be the person who executed the within instrument
as                                         
                   on behalf
of                                         
                               , the limited liability company that executed it. 



			
	    	 	  






  Notary Public
	

 	
 	
  






  Notary Statement and/or Seal





 





							
	STATE OF	 	  







 	 	)	 	 
	 	 	 	 	) ss:	 	 
	COUNTY OF	 	  







 	 	)	 	 





        On
this            day
of                                         
       , 2007, before me a Notary Public, personally
appeared                                    personally known to me (or
proved to me on the basis of satisfactory
evidence) to be the person who executed the within instrument
as                                         
                   on behalf
of                                         
                               , the limited liability company that executed it.
 



			
	    	 	  






  Notary Public
	

 	
 	
  






  Notary Statement and/or Seal




16








 








































 
 

Exhibit A    
    


	1.
	Aircraft




        The
Aircraft shall include the following: 



	a.
	1
MD-87 based at Tunica Municipal Airport in Tunica, Mississippi (UTA)



	b.
	1
MD-87 at Reno/Tahoe International Airport in Reno, Nevada (RNO)



	c.
	1
MD-87 based at Laughlin/Bullhead International Airport in Bullhead City, Arizona (IFP #1)



	d.
	1
MD-83 available on Tuesdays, Wednesdays, and Saturdays at Laughlin/Bullhead International Airport in Bullhead City, Arizona (IFP #2)






	2.
	Services 



        The
Services shall include the following: 



	a.
	Aircraft;



	b.
	Crews;



	c.
	Insurance;



	d.
	Maintenance;



	e.
	Stations
(all services associated with customer processing and ground handling, including airport facilities, landing fees, and security screening charges);



	f.
	Deicing;



	g.
	Catering
(soft drinks, juice, and dry snacks such as peanuts and pretzels). 




        Other
services provided would be at an additional cost to HOC. 


X

X

X

X

X

X

X

X

X

X

X

X

X 


17







 
	3.
	Price
for Services 



        The
Price for Services provided under this Agreement shall be determined by the following matrix, which identified the rate per Actual Block Hour flown for each aircraft at the Average
Fuel Price (Total Fuel Expense / Total Gallons Uplifted) for each month: 



															
	Average Fuel Price 	 	UTA 	 	RNO 	 	IFP #1 	 	IFP #2 	 
	 $	4.00 or higher	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.95	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.90	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.85	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.80	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.75	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.70	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.65	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.60	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.55	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.50	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.45	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.40	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.35	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.30	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.25	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.20	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.15	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.10	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.05	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	3.00	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	2.95	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	2.90	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	2.85	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	2.80	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	2.75	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	2.70	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	2.65	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	2.60	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	2.55	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 
	$	2.50 or lower	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 	 	[...***...]	 






        Block
Hour rate for each level shall be estimated by rounding to the closest level. i.e. UTA service shall be [...***...] per hour when fuel is $2.50 to
$2.525 and [...***...] when fuel is $2.526 to $2.575. 


        Additional
Charges: 



	a.
	[...***...]
per fuel stop



	b.
	[...***...]
per aircraft overnight away from Base






	4.
	Reimbursable
Expenses 



        These
include, but are not limited to catering (Section 13), liquor (Section 12), and PFCs (Section 9.3), and shall be reimbursed at Allegiant's cost. 


18







 
	5.
	Minimum
Block Hour Guarantee:



	a.
	UTA



	i.
	[...***...]
Block Hours for January 1 - March 31 (the "1st Quarter")



	ii.
	[...***...]
Block Hours for April 1 - June 30 (the "2nd Quarter")



	iii.
	[...***...]
Block Hours for July 1 - September 30 (the "3rd Quarter")



	iv.
	[...***...]
Block Hours for October 1 - December 31 (the "4th Quarter")






	b.
	RNO



	i.
	[...***...]
Block Hours for January 1 - March 31 (the "1st Quarter")



	ii.
	[...***...]
Block Hours for April 1 - June 30 (the "2nd Quarter")



	iii.
	[...***...]
Block Hours for July 1 - September 30 (the "3rd Quarter")



	iv.
	[...***...]
Block Hours for October 1 - December 31 (the "4th Quarter")






	c.
	IFP
#1



	i.
	[...***...]
Block Hours for January 1 - March 31 (the "1st Quarter")



	ii.
	[...***...]
Block Hours for April 1 - June 30 (the "2nd Quarter")



	iii.
	[...***...]
Block Hours for July 1 - September 30 (the "3rd Quarter")



	iv.
	[...***...]
Block Hours for October 1 - December 31 (the "4th Quarter")






	d.
	IFP
#2—No Minimum Block Hour Guarantee 





X

X

X

X

X

X

X

X

X

X

X

X

X 


19







 
 
 

Exhibit B    
    


	A.
	Delayed
Flights 



        Provided
passenger boarding of the aircraft has not then commenced, the following amenities shall be furnished to passengers delayed three (3) hours or
more: 



	1.
	Meals



	a.
	3
to 6 Hour Delay: one meal



	b.
	6
to 8 Hour Delay: a second meal



	c.
	8
to 12 Hour Delay: a third meal



	d.
	12+
Delay: a fourth meal



	e.
	Meal
shall include delivery of food to passengers in the gate area or monetary allowances per passenger shall not exceed $7 for breakfast or snack, $10 for
lunch, $15 for dinner.






	2.
	Hotel
Accommodations and Ground Transportation 




        a.     Eligible
passengers (as determined in accordance with "b" below) shall be provided hotel accommodations only to the extent (a) the period of delay has exceeded
five (5) hours after the scheduled departure time; (b) the delay has extended or will be extended beyond 2100 hours (9:00 PM) local time; and (c) there is no reasonable
expectation that departure will occur within four (4) hours thereafter; provided, that clause "b" shall not apply in the case of flights having a scheduled departure time later than
2100 hours local time. Hotel accommodations shall be standard category (e.g. Days Inn,
Comfort Inn) unless no such accommodations are available, in which case the most economical accommodations in the next higher category shall apply. 


        b.     Passengers
residing within a 50-mile radius of the airport at which a delay occurs shall not be provided hotel accommodations. In lieu thereof, such
passengers shall receive the value of ground transfer from the airport to their place of residence and return, via taxicab, airport van/minibus/limo service, or standard category rental car, whichever
is most economical. To the extent any such passengers have driven to the airport and prefer to use their own transportation, such passengers may elect to do so and be reimbursed for parking charges
incurred since arrival at the airport plus mileage to their place of residence and return at the rate of 20 cents per mile. 


        c.     If
the delay occurs in a location where HOC has a hotel property, all guests will be housed at HOC hotel, or a hotel within a ten mile radius of HOC's hotel, subject to
availability.  


	3.
	Costs




        a.     If
the delay is caused by Force Majeure reasons, weather conditions, air traffic control delays, or other causes outside Allegiant's reasonable control, the costs shall
be borne solely by HOC. Any costs incurred by Allegiant in such a situation shall be invoiced and reimbursed by HOC pursuant to Section 8.2. 


        b.     If
the delay is caused by any other reason than those listed in 3(a) above, then the costs shall be borne solely by Allegiant, provided that any stay at HOC's hotel shall
be at cost.  



	B.
	Cancelled
Flights



	1.
	If
a flight is cancelled due to Force Majeure reasons, weather conditions, air traffic control, or other causes outside Allegiant's reasonable control,
Allegiant shall use its best efforts to assist HOC in making alternative travel arrangements for HOC's passengers. Allegiant shall invoice and be reimbursed by HOC for any costs incurred by Allegiant
in making such arrangements. 





20







 



	2.
	If
a flight is cancelled due reasons other than those listed in B 1 above, Allegiant shall be fully and solely responsible to make necessary alternative
transportation arrangements. If no such arrangements are made and the passengers are unable to make their trip, then Allegiant shall reimburse payments made to it by HOC in advance for that particular
flight (or flights, in the event that the cancelled flight is for the first or outbound segment).






	C.
	Irregular
Operations



	1.
	If
a flight lands at an alternative airport and is unable to continue to its scheduled destination due to Force Majeure reasons, weather conditions, air
traffic control delays, or other causes outside Allegiant's reasonable control, Allegiant shall use its best efforts to make alternative transportation arrangements for HOC's passengers. Allegiant
shall invoice to and be reimbursed by HOC for any costs incurred by Allegiant in making such arrangements.



	2.
	If
a flight lands at an alternative airport and is unable to continue to its scheduled destination due to reasons other than those listed in C 1 above,
Allegiant shall be fully and solely responsible to make necessary alternative transportation arrangements and it shall bear all associated costs.






	D.
	Substitute
Aircraft 



Any
substitute aircraft used for any charter flight must be equal or superior, in terms of interior passenger cabin volume, seating capacity, baggage capacity, and cruising speed, to the make and
model of aircraft specified in Exhibit A, Paragraph 1, and shall be provided without additional charge to HOC. Allegiant shall not under any circumstances utilize any of the following
aircraft without the prior written approval of HOC, which approval may be withheld by HOC and is complete, absolute and unreviewable: 


	a.
	Any
aircraft, the type certificate for which was originally issued more than thirty (30) years prior to the date of this Agreement



	b.
	Any
single-engine aircraft



	c.
	Any
piston-engine aircraft



	d.
	Any
DC-2, 3, 4 or 6



	e.
	Lockheed
Lodestar



	f.
	Lockheed
Jet Stars



	g.
	Lockheed
Electra



	h.
	DC-2,3,4,
or 6



	i.
	Lockheed
Constellation



	j.
	Beech
18 Series



	k.
	Fairfield
F-27



	l.
	Mitsubishi
MU2



	m.
	BAC
III



	n.
	Lear
23, 24 or 25 



X

X

X

X

X 


21











QuickLinks



Exhibit 10.19


AIR TRANSPORTATION CHARTER AGREEMENT

RECITIALS


Exhibit A

Exhibit B