exhibit1016payrollsuppor






 





 






PAYROLL SUPPORT PROGRAM EXTENSION AGREEMENT  Recipient: Allegiant Air, LLC  1201 N. Town Center Dr.  Las Vegas, NV 89144  □dditional Recipients:  PSP Participant Number: PSA-2004062435  Employer Identification Number: 20-0808621  DUNS Number:  019216626 - ------- ---- □mount of Initial Payroll Support Payment: $45,879,110  The Department of the Treasury (Treasury) hereby provides Payroll Support (as defined herein) under  Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021. The Signatory Entity  named above, on behalf of itself and its Affiliates (as defined herein), agrees to comply with this Agreement  and applicable Federal law as a condition of receiving Payroll Support. The Signatory Entity and its  undersigned authorized representatives acknowledge that a materially false, fictitious, or fraudulent  statement (or concealment or omission of a material fact) in connection with this Agreement may result in  administrative remedies as well as civil and/or criminal penalties.  The undersigned hereby agree to the attached Payroll Support Program Extension Agreement.  Department of the Treasury  Name:  Title:  Date:  0MB Approval No. 1505-0263  ACTIVE 54611978v4  Allegiant Air, LLC  First Authorized Representative: Gregory Anderson  Title: EVP, CFO  Date:  .. -~  A~~  Second Authorized Representative: Scott Sheldon  Title: EVP, COO  Date:  1  January 15, 2021 January 15, 2021 





 






PAYROLL SUPPORT PROGRAM EXTENSION AGREEMENT  INTRODUCTION  Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021 (PSP  Extension Law) directs the Department of the Treasury (Treasury) to provide Payroll Support (as  defined herein) to passenger air carriers and certain contractors that must be exclusively used for  the continuation of payment of Employee Salaries, Wages, and Benefits (as defined herein). The  PSP Extension Law permits Treasury to provide Payroll Support in such form, and on such terms  and conditions, as the Secretary of the Treasury determines appropriate, and requires certain  assurances from the Recipient (as defined herein).  This Payroll Support Program Extension Agreement, including the application and all supporting  documents submitted by the Recipient and the Payroll Support Program Extension Certification  attached hereto ( collectively, Agreement), memorializes the binding terms and conditions  applicable to the Recipient.  DEFINITIONS  As used in this Agreement, the following terms shall have the following respective meanings,  unless the context clearly requires otherwise. In addition, this Agreement shall be construed in a  manner consistent with any public guidance Treasury may from time to time issue regarding the  implementation of the PSP Extension Law.  Additional Payroll Support Payment means any disbursement of Payroll Support occurring after  the first disbursement of Payroll Support under this Agreement.  Affiliate means any Person that directly or indirectly controls, is controlled by, or is under  common control with, the Recipient. For purposes of this definition, "control" of a Person shall  mean having the power, directly or indirectly, to direct or cause the direction of the management  and policies of such Person, whether by ownership of voting equity, by contract, or otherwise.  Benefits means, without duplication of any amounts counted as Salary or Wages, pension  expenses in respect of Employees, all expenses for accident, sickness, hospital, and death  benefits to Employees, and the cost of insurance to provide such benefits; any Severance Pay or  Other Benefits payable to Employees pursuant to a bona fide voluntary early retirement program  or voluntary furlough; and any other similar expenses paid by the Recipient for the benefit of  Employees, including any other fringe benefit expense described in lines 10 and 11 of Financial  Reporting Schedule P-6, Form 41, as published by the Department of Transportation, but  excluding any Federal, state, or local payroll taxes paid by the Recipient.  Corporate Officer means, with respect to the Recipient, its president; any vice president in  charge of a principal business unit, division, or function (such as sales, administration or  finance); any other officer who performs a policy-making function; or any other person who  performs similar policy making functions for the Recipient. Executive officers of subsidiaries or  parents of the Recipient may be deemed Corporate Officers of the Recipient if they perform such  policy-making functions for the Recipient.  2  ACTIVE 54611978v4  





 






Employee means an individual who is employed by the Recipient and whose principal place of  employment is in the United States (including its territories and possessions), including salaried,  hourly, full-time, part-time, temporary, and leased employees, but excluding any individual who  is a Corporate Officer or independent contractor.  Involuntary Termination or Furlough means the Recipient terminating the employment of one or  more Employees or requiring one or more Employees to take a temporary suspension or unpaid  leave for any reason, including a shut-down or slow-down of business; provided, however, that  an Involuntary Termination or Furlough does not include a Permitted Termination or Furlough.  Maximum Awardable Amount means the amount determined by the Secretary with respect to the  Recipient pursuant to section 403(a) of the PSP Extension Law.  Payroll Support means funds disbursed by the Secretary to the Recipient under this Agreement,  including the first disbursement of Payroll Support and any Additional Payroll Support Payment.  PSP Extension Law means Subtitle A of Title N of Division N of the Consolidated  Appropriations Act, 2021.  Permitted Termination or Furlough means, with respect to an Employee, ( 1) a voluntary  furlough, voluntary leave of absence, voluntary resignation, or voluntary retirement, (2)  termination of employment resulting from such Employee's death or disability, or (3) the  Recipient terminating the employment of such Employee for cause or placing such Employee on  a temporary suspension or unpaid leave of absence for disciplinary reasons, in either case, as  reasonably determined by the Recipient acting in good faith.  Person means any natural person, corporation, limited liability company, partnership, joint  venture, trust, business association, governmental entity, or other entity.  PSP 1 means the Payroll Support Program established under Division A, Title N, Subtitle B of  the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. No. 116-136).  Recall means the dispatch of a notice by the Recipient, via mail, courier, or electronic mail, to an  Employee who was subject to an Involuntary Termination or Furlough notifying the Employee  that (1) the Employee must, within a specified period of time that is not less than 14 days or such  other period for recall as is specified in an existing collective bargaining agreement entered into  before December 27, 2020, elect either (a) to return to employment or bypass return to  employment, in accordance with an applicable collective bargaining agreement or, in the absence  of a collective bargaining agreement, the Recipient's policy; or (b) to permanently separate from  employment with the Recipient; and (2) failure to respond within such time period specified shall  be considered an election under clause (l)(b) of this definition.  Recipient means, collectively, the Signatory Entity; its Affiliates that are listed on the signature  page hereto as Additional Recipients; and their respective heirs, executors, administrators,  successors, and assigns.  Returning Employee means an Employee of the Recipient who was subject to an Involuntary  Termination or Furlough and who has elected to return to employment pursuant to a Recall.  3  ACTIVE 54611978v4  





 






Salary means, without duplication of any amounts counted as Benefits, a predetennined regular  payment, typically paid on a weekly or less frequent basis but which may be expressed as an  hourly, weekly, annual or other rate, as well as cost-of-living differentials, vacation time, paid  time off, sick leave, and overtime pay, paid by the Recipient to its Employees, but excluding any  Federal, state, or local payroll taxes paid by the Recipient.  Secretary means the Secretary of the Treasury.  Severance Pay or Other Benefits means any severance payment or other similar benefits,  including cash payments, health care benefits, perquisites, the enhancement or acceleration of the  payment or vesting of any payment or benefit or any other in-kind benefit payable (whether in  lump sum or over time, including after October 1, 2022) by the Recipient to a Corporate Officer  or Employee in connection with any termination of such Corporate Officer's or Employee's  employment (including, without limitation, resignation, severance, retirement, or constructive  termination), which shall be determined and calculated in respect of any Employee or Corporate  Officer of the Recipient in the manner prescribed in 17 CFR 229.402(i) (without regard to its  limitation to the five most highly compensated executives and using the actual date of  termination of employment rather than the last business day of the Recipient's last completed  fiscal year as the trigger event).  Signatory Entity means the passenger air carrier or contractor that has entered into this  Agreement.  Taxpayer Protection Instruments means warrants, options, preferred stock, debt securities, notes,  or other financial instruments issued by the Recipient or an Affiliate to Treasury as compensation  for the Payroll Support under this Agreement, if applicable.  Total Compensation means compensation including salary, wages, bonuses, awards of stock, and  any other financial benefits provided by the Recipient or an Affiliate, as applicable, which shall  be determined and calculated for the 2019 calendar year or any applicable 12-month period in  respect of any Employee or Corporate Officer of the Recipient in the manner prescribed under  paragraph e.5 of the award term in 2 CFR part 170, App. A, but excluding any Severance Pay or  Other Benefits in connection with a termination of employment.  Wage means, without duplication of any amounts counted as Benefits, a payment, typically paid  on an hourly, daily, or piecework basis, including cost-of-living differentials, vacation, paid time  off, sick leave, and overtime pay, paid by the Recipient to its Employees, but excluding any  Federal, state, or local payroll taxes paid by the Recipient.  PAYROLL SUPPORT PAYMENTS  1. Upon the execution of this Agreement by Treasury and the Recipient, the Secretary shall  approve the Recipient's application for Payroll Support.  2. The Recipient may receive Payroll Support in multiple payments up to the Maximum  Awardable Amount, and the amounts (individually and in the aggregate) and timing of such  payments will be determined by the Secretary in his sole discretion. The Secretary may, in  his sole discretion, increase or reduce the Maximum Awardable Amount (a) consistent with  4  ACTIVE 54611978v4  





 






section 403(a) of the PSP Extension Law and (b) on a pro rata basis in order to address any  shortfall in available funds, pursuant to section 403(c) of the PSP Extension Law.  3. The Secretary may determine in his sole discretion that any Payroll Support shall be  conditioned on, and subject to, compliance by the Recipient with all applicable requirements  under PSPl if the Recipient received financial assistance in PSPl, and such additional terms  and conditions (including the receipt of, and any terms regarding, Taxpayer Protection  Instruments) to which the parties may agree in writing.  TERMS AND CONDITIONS  Retaining and Paying Employees  4. The Recipient shall use the Payroll Support exclusively for the continuation of payment of  Wages, Salaries, and Benefits to the Employees of the Recipient, including the payment of  lost Wages, Salaries, and Benefits to Returning Employees.  a. Furloughs and Layoffe. The Recipient shall not conduct an Involuntary Termination  or Furlough of any Employee between the date of this Agreement and March 31,  2021.  b. Employee Salary, Wages, and Benefits  1. Salary and Wages. Except in the case of a Permitted Termination or  Furlough, the Recipient shall not, between the date of this Agreement and  March 31, 2021, reduce, without the Employee's consent, (A) the pay rate of  any Employee earning a Salary, or (B) the pay rate of any Employee earning  Wages.  ii. Benefits. Except in the case of a Permitted Termination or Furlough, the  Recipient shall not, between the date of this Agreement and March 31, 2021,  reduce, without the Employee's consent, the Benefits of any Employee;  provided, however, that for purposes of this paragraph, personnel expenses  associated with the performance of work duties, including those described in  line 10 of Financial Reporting Schedule P-6, Form 41, as published by the  Department of Transportation, may be reduced to the extent the associated  work duties are not performed.  4.1. If the Recipient received financial assistance in PSPl, the Recipient shall:  a. Recall, not later than 72 hours after this Agreement has been executed by each party  hereto, any Employees who were subject to an Involuntary Termination or Furlough  between October 1, 2020, and the effective date of this Agreement, and enable each  Returning Employee to return to employment within 30 days after making the  election to do so;  b. compensate, not later than 30 days after a Returning Employee returns to  employment, such Returning Employee for lost Salary, Wages, and Benefits ( offset  5  ACTIVE 54611978v4  





 






by any amounts received by the Returning Employee from the Recipient or an  Affiliate as a result of such Returning Employee's Involuntary Termination or  Furlough, including any Severance Pay or Other Benefits or furlough pay) between  December 1, 2020, and the effective date of this Agreement; and  c. restore the rights and protections for any Returning Employees as if such Returning  Employees had not been subject to an Involuntary Termination or Furlough.  4.2. If the Recipient did not receive financial assistance in PSPl, the Recipient shall:  a. Recall, not later than 72 hours after this Agreement has been executed by each party  hereto, any Employees who were subject to an Involuntary Termination or Furlough  between March 27, 2020, and the effective date of this Agreement, and enable each  Returning Employee to return to employment within 30 days of making the election  to do so;  b. compensate, not later than 30 days after a Returning Employee returns to  employment, such Returning Employee for lost Salary, Wages, and Benefits ( offset  by any amounts received by the Returning Employee from the Recipient or an  Affiliate as a result of such Returning Employee's Involuntary Termination or  Furlough, including any Severance Pay or Other Benefits or furlough pay) between  December 1, 2020, and the effective date of this Agreement; and  c. restore the rights and protections for any Returning Employees as if such Returning  Employees had not been subject to an Involuntary Termination or Furlough.  Dividends and Buybacks  5. Through March 31, 2022, neither the Recipient nor any Affiliate shall, in any transaction,  purchase an equity security of the Recipient or of any direct or indirect parent company of  the Recipient that, in either case, is listed on a national securities exchange.  6. Through March 31, 2022, the Recipient shall not pay dividends, or make any other capital  distributions, with respect to the common stock (or equivalent equity interest) of the  Recipient.  Limitations on Certain Compensation  7. Beginning October 1, 2020, and ending October 1, 2022, the Recipient and its Affiliates shall  not pay any of the Recipient's Corporate Officers or Employees whose Total Compensation  exceeded $425,000 in calendar year 2019 (other than an Employee whose compensation is  determined through an existing collective bargaining agreement entered into before  December 27, 2020):  a. Total Compensation which exceeds, during any 12 consecutive months of such two- year period, the Total Compensation the Corporate Officer or Employee received in  calendar year 2019; or  6  ACTIVE 54611978v4  





 






b. Severance Pay or Other Benefits in connection with a termination of employment  with the Recipient which exceed twice the maximum Total Compensation received  by such Corporate Officer or Employee in calendar year 2019.  8. Beginning October 1, 2020, and ending October 1, 2022, the Recipient and its Affiliates shall  not pay, during any 12 consecutive months of such two-year period, any of the Recipient's  Corporate Officers or Employees whose Total Compensation exceeded $3,000,000 in  calendar year 2019 Total Compensation in excess of the sum of:  a. $3,000,000; and  b. 50 percent of the excess over $3,000,000 of the Total Compensation received by such  Corporate Officer or Employee in calendar year 2019.  9. For purposes of determining applicable amounts under paragraphs _7 and 8 with respect to  any Corporate Officer or Employee who was employed by the Recipient or an Affiliate for  less than all of calendar year 2019, the amount of Total Compensation in calendar year 2019  shall mean such Corporate Officer's or Employee's Total Compensation on an annualized  basis.  Continuation of Service  10. If the Recipient is an air carrier, until March 1, 2022, the Recipient shall comply with any  applicable requirement issued by the Secretary of Transportation under section 407) of the  PSP Extension Law to maintain scheduled air transportation service to any point served by  the Recipient before March 1, 2020.  Effective Date  11. This Agreement shall be effective as of the date of its execution by both parties.  Reporting and Auditing  12. Until the calendar quarter that begins after the later of October 1, 2022, and the date on  which no Taxpayer Protection Instrument is outstanding, not later than 45 days after the end  of each of the first three calendar quarters of each calendar year and 90 days after the end of  each calendar year, the Signatory Entity, on behalf of itself and each other Recipient, shall  certify to Treasury that it is in compliance with the terms and conditions of this Agreement  and provide a report containing the following:  a. the amount of Payroll Support funds expended during such quarter;  b. the Recipient's financial statements (audited by an independent certified public  accountant, in the case of annual financial statements);  c. a copy of the Recipient's IRS Form 941 filed with respect to such quarter; and  7  ACTIVE 54611978v4  





 






d. a detailed summary describing, with respect to the Recipient, (a) any changes in  Employee headcount during such quarter and the reasons therefor, including any  Involuntary Termination or Furlough, (b) any changes in the amounts spent by the  Recipient on Employee Wages, Salary, and Benefits during such quarter, and (c) any  changes in Total Compensation for, and any Severance Pay or Other Benefits in  connection with the termination of, Corporate Officers and Employees subject to  limitation under this Agreement during such quarter; and the reasons for any such  changes.  13. If the Recipient or any Affiliate, or any Corporate Officer of the Recipient or any Affiliate,  becomes aware of facts, events, or circumstances that may materially affect the Recipient's  compliance with the terms and conditions of this Agreement, the Recipient or Affiliate shall  promptly provide Treasury with a written description of the events or circumstances and any  action taken, or contemplated, to address the issue.  14. In the event the Recipient contemplates any action to commence a bankruptcy or insolvency  proceeding in any jurisdiction, the Recipient shall promptly notify Treasury.  15. The Recipient shall:  a. Promptly provide to Treasury and the Treasury Inspector General a copy of any  Department of Transportation Inspector General report, audit report, or report of any  other oversight body, that is received by the Recipient relating to this Agreement.  b. Immediately notify Treasury and the Treasury Inspector General of any indication of  fraud, waste, abuse, or potentially criminal activity pertaining to the Payroll Support.  c. Promptly provide Treasury with any information Treasury may request relating to  compliance by the Recipient and its Affiliates with this Agreement.  16. The Recipient and Affiliates will provide Treasury, the Treasury Inspector General, and such  other entities as authorized by Treasury timely and unrestricted access to all documents,  papers, or other records, including electronic records, of the Recipient related to the Payroll  Support, to enable Treasury and the Treasury Inspector General to make audits,  examinations, and otherwise evaluate the Recipient's compliance with the terms of this  Agreement. This right also includes timely and reasonable access to the Recipient's and its  Affiliates' personnel for the purpose of interview and discussion related to such documents.  This right of access shall continue as long as records are required to be retained. In addition,  the Recipient will provide timely reports as reasonably required by Treasury, the Treasury  Inspector General, and such other entities as authorized by Treasury to comply with  applicable law and to assess program effectiveness.  Recordkeeping and Internal Controls  17. If the Recipient is a debtor as defined under 11 U.S.C. § 101(13), the Payroll Support funds,  any claim or account receivable arising under this Agreement, and any segregated account  8  ACTIVE 54611978v4  





 






holding funds received under this Agreement shall not constitute or become property of the  estate under 11 U.S.C. § 541.  18. The Recipient shall expend and account for Payroll Support funds in a manner sufficient to:  a. Permit the preparation of accurate, current, and complete quarterly reports as required  under this Agreement.  b. Permit the tracing of funds to a level of expenditures adequate to establish that such  funds have been used as required under this Agreement.  19. The Recipient shall establish and maintain effective internal controls over the Payroll  Support; comply with all requirements related to the Payroll Support established under  applicable Federal statutes and regulations; monitor compliance with Federal statutes,  regulations, and the terms and conditions of this Agreement; and take prompt corrective  actions in accordance with audit recommendations. The Recipient shall promptly remedy  any identified instances of noncompliance with this Agreement.  20. The Recipient and Affiliates shall retain all records pertinent to the receipt of Payroll Support  and compliance with the terms and conditions of this Agreement (including by suspending  any automatic deletion functions for electronic records, including e-mails) for a period of  three years following the period of performance. Such records shall include all information  necessary to substantiate factual representations made in the Recipient's application for  Payroll Support, including ledgers and sub-ledgers, and the Recipient's and Affiliates'  compliance with this Agreement. While electronic storage of records (backed up as  appropriate) is preferable, the Recipient and Affiliates may store records in hardcopy (paper)  format. The term "records" includes all relevant financial and accounting records and all  supporting documentation for the information reported on the Recipient's quarterly reports.  21. If any litigation, claim, investigation, or audit relating to the Payroll Support is started before  the expiration of the three-year period, the Recipient and Affiliates shall retain all records  described in paragraph 20 until all such litigation, claims, investigations, or audit findings  have been completely resolved and final judgment entered or final action taken.  Remedies  22. If Treasury believes that an instance of noncompliance by the Recipient or an Affiliate with  (a) this Agreement, (b) sections 404 or 406 of the PSP Extension Law, or (c) the Internal  Revenue Code of 1986 as it applies to the receipt of Payroll Support has occurred, Treasury  may notify the Recipient in writing of its proposed determination of noncompliance, provide  an explanation of the nature of the noncompliance, and specify a proposed remedy. Upon  receipt of such notice, the Recipient shall, within seven days, accept Treasury's proposed  remedy, propose an alternative remedy, or provide information and documentation contesting  Treasury's proposed determination. Treasury shall consider any such submission by the  Recipient and make a final written determination, which will state Treasury's findings  regarding noncompliance and the remedy to be imposed.  9  ACTIVE 54611978v4  





 






23. If Treasury makes a final determination under paragraph 22 that an instance of  noncompliance has occurred, Treasury may, in its sole discretion, withhold any Additional  Payroll Support Payments; require the repayment of the amount of any previously disbursed  Payroll Support, with appropriate interest; require additional reporting or monitoring; initiate  suspension or debarment proceedings as authorized under 2 CFR Part 180; terminate this  Agreement; or take any such other action as Treasury, in its sole discretion, deems  appropriate.  24. Treasury may make a final determination regarding noncompliance without regard to  paragraph 22 if Treasury determines, in its sole discretion, that such determination is  necessary to protect a material interest of the Federal Government. In such event, Treasury  shall notify the Recipient of the remedy that Treasury, in its sole discretion, shall impose,  after which the Recipient may contest Treasury's final determination or propose an  alternative remedy in writing to Treasury. Following the receipt of such a submission by the  Recipient, Treasury may, in its sole discretion, maintain or alter its final determination.  25. Any final determination of noncompliance and any final determination to take any remedial  action described herein shall not be subject to further review. To the extent permitted by law,  the Recipient waives any right to judicial review of any such determinations and further  agrees not to assert in any court any claim arising from or relating to any such determination  or remedial action.  26. Instead of, or in addition to, the remedies listed above, Treasury may refer any  noncompliance or any allegations of fraud, waste, or abuse to the Treasury Inspector General.  27. Treasury, in its sole discretion, may grant any request by the Recipient for termination ofthis  Agreement, which such request shall be in writing and shall include the reasons for such  termination, the proposed effective date of the termination, and the amount of any unused  Payroll Support funds the Recipient requests to return to Treasury. Treasury may, in its sole  discretion, determine the extent to which the requirements under this Agreement may cease  to apply following any such termination.  28. If Treasury determines that any remaining portion of the Payroll Support will not accomplish  the purpose of this Agreement, Treasury may terminate this Agreement in its entirety to the  extent permitted by law.  29. Any Payroll Support in excess of the amount which Treasury determines, at any time, the  Recipient is authorized to receive or retain under the terms of this Agreement constitutes a  debt to the Federal Government.  30. Any debts determined to be owed by the Recipient to the Federal Government shall be paid  promptly by the Recipient. A debt is delinquent if it has not been paid by the date specified  in Treasury's initial written demand for payment, unless other satisfactory arrangements have  been made. Interest, penalties, and administrative charges shall be charged on delinquent  debts in accordance with 31 U.S.C. § 3717, 31 CFR 901.9, and paragraphs 31 and 32.  10  ACTIVE 54611978v4  





 






Treasury will refer any debt that is more than 180 days delinquent to Treasury's Bureau of  the Fiscal Service for debt collection services.  31 . Penalties on any debts shall accrue at a rate of not more than 6 percent per year or such other  higher rate as authorized by law.  32. Administrative charges relating to the costs of processing and handling a delinquent debt  shall be determined by Treasury.  33. The Recipient shall not use funds from other federally sponsored programs to pay a debt to  the government arising under this Agreement.  Protections for Whistleblowers  34. In addition to other applicable whistleblower protections, in accordance with 41 U.S.C.  § 4 712, the Recipient shall not discharge, demote, or otherwise discriminate against an  Employee as a reprisal for disclosing information to a Person listed below that the Employee  reasonably believes is evidence of gross mismanagement of a Federal contract or grant, a  gross waste of Federal funds, an abuse of authority relating to a Federal contract or grant, a  substantial and specific danger to public health or safety, or a violation oflaw, rule, or  regulation related to a Federal contract (including the competition for or negotiation of a  contract) or grant:  a. A Member of Congress or a representative of a committee of Congress;  b. An Inspector General;  c. The Government Accountability Office;  d. A Treasury employee responsible for contract or grant oversight or management;  e. An authorized official of the Department of Justice or other law enforcement agency;  f. A court or grand jury; or  g. A management official or other Employee of the Recipient who has the responsibility  to investigate, discover, or address misconduct.  Lobbying  35. The Recipient shall comply with the provisions of 31 U.S.C. § 1352, as amended, and with  the regulations at 31 CFR Part 21.  Non-Discrimination  36. The Recipient shall comply with, and hereby assures that it will comply with, all applicable  Federal statutes and regulations relating to nondiscrimination including:  11  ACTIVE 54611978v4  





 






a. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.), including  Treasury's implementing regulations at 31 CFR Part 22;  b. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794);  c. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101-6107),  including Treasury's implementing regulations at 31 CFR Part 23 and the general  age discrimination regulations at 45 CFR Part 90; and  d. The Air Carrier Access Act of 1986 (49 U.S.C. § 41705).  Additional Reporting  37. Within seven days after the date ofthis Agreement, the Recipient shall register in SAM.gov,  and thereafter maintain the currency of the information in SAM.gov until at least October 1,  2022. The Recipient shall review and update such information at least annually after the  initial registration, and more frequently if required by changes in the Recipient's information.  The Recipient agrees that this Agreement and information related thereto, including the  Maximum Awardable Amount and any executive total compensation reported pursuant to  paragraph 38, may be made available to the public through a U.S. Government website,  including SAM.gov.  3 8. For purposes of paragraph 3 7, the Recipient shall report total compensation as defined in  paragraph e.5 of the award term in 2 CFR part 170, App. A for each of the Recipient's five  most highly compensated executives for the preceding completed fiscal year, if:  a. the total Payroll Support is $25,000 or more;  b. in the preceding fiscal year, the Recipient received:  1. 80 percent or more of its annual gross revenues from Federal procurement  contracts (and subcontracts) and Federal financial assistance, as defined at 2  CFR 170.320 (and subawards); and  n. $25,000,000 or more in annual gross revenues from Federal procurement  contracts (and subcontracts) and Federal financial assistance, as defined at 2  CFR 170.320 (and subawards); and  c. the public does not have access to information about the compensation of the  executives through periodic reports filed under section 13(a) or 15(d) of the Securities  Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal  Revenue Code of 1986. To determine if the public has access to the compensation  information, the Recipient shall refer to U.S. Securities and Exchange Commission  total compensation filings at http://www.sec.gov/answers/execomp.htm.  39. The Recipient shall report executive total compensation described in paragraph 38:  12  ACTIVE 54611978v4  





 






a. as part of its registration profile at https:/ /www.sam.gov; and  b. within five business days after the end of each month following the month in which  this Agreement becomes effective, and annually thereafter.  40. The Recipient agrees that, from time to time, it will, at its own expense, promptly upon  reasonable request by Treasury, execute and deliver, or cause to be executed and delivered,  or use its commercially reasonable efforts to procure, all instruments, documents and  information, all in form and substance reasonably satisfactory to Treasury, to enable Treasury  to ensure compliance with, or effect the purposes of, this Agreement, which may include,  among other documents or information, (a) certain audited financial statements of the  Recipient, (b) documentation regarding the Recipient's revenues derived from its business as  a passenger air carrier or regarding the passenger air carriers for which the Recipient  provides services as a contractor (as the case may be), and (c) the Recipient's most recent  quarterly Federal tax returns. The Recipient agrees to provide Treasury with such documents  or information promptly.  41. If the total value of the Recipient's currently active grants, cooperative agreements, and  procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any  period before termination of this Agreement, then the Recipient shall make such reports as  required by 2 CFR part 200, Appendix XII.  42. The Recipient acknowledges that neither Treasury, nor any other actor, department, or  agency of the Federal Government, shall condition the provision of Payroll Support on the  Recipient's implementation of measures to enter into negotiations with the certified  bargaining representative of a craft or class of employees of the Recipient under the Railway  Labor Act (45 U.S.C. 151 et seq.) or the National Labor Relations Act (29 U.S.C. 151 et  seq.), regarding pay or other terms and conditions of employment.  43. Notwithstanding any other provision of this Agreement, the Recipient has no right to, and  shall not, transfer, pledge, mortgage, encumber, or otherwise assign this Agreement or any  Payroll Support provided under this Agreement, or any interest therein, or any claim, account  receivable, or funds arising thereunder or accounts holding Payroll Support, to any party,  bank, trust company, or other Person without the express written approval of Treasury.  44. The Signatory Entity will cause its Affiliates to comply with all of their obligations under or  relating to this Agreement.  45. Unless otherwise provided in guidance issued by Treasury or the Internal Revenue Service,  the form of any Taxpayer Protection Instrument held by Treasury and any subsequent holder  will be treated as such form for purposes of the Internal Revenue Code of 1986 (for example,  a Taxpayer Protection Instrument in the form of a note will be treated as indebtedness for  purposes of the Internal Revenue Code of 1986).  13  ACTIVE 54611978v4  





 






46. This Agreement may not be amended or modified except pursuant to an agreement in writing  entered into by the Recipient and Treasury, except that Treasury may unilaterally amend this  Agreement if required in order to comply with applicable Federal law or regulation.  47. Subject to applicable law, Treasury may, in its sole discretion, waive any term or condition  under this Agreement imposing a requirement on the Recipient or any Affiliate.  48. This Agreement shall bind and inure to the benefit of the parties and their respective heirs,  executors, administrators, successors, and assigns.  49. The Recipient represents and warrants to Treasury that this Agreement, and the issuance and  delivery to Treasury of the Taxpayer Protection Instruments, if applicable, have been duly  authorized by all requisite corporate and, if required, stockholder action, and will not result in  the violation by the Recipient of any provision of law, statute, or regulation, or of the articles  of incorporation or other constitutive documents or bylaws of the Recipient, or breach or  constitute an event of default under any material contract to which the Recipient is a party.  50. The Recipient represents and warrants to Treasury that this Agreement has been duly  executed and delivered by the Recipient and constitutes a legal, valid, and binding obligation  of the Recipient enforceable against the Recipient in accordance with its terms.  51. This Agreement may be executed in counterparts, each of which shall constitute an original,  but all of which together shall constitute a single contract.  52. The words "execution," "signed," "signature," and words oflike import in any assignment  shall be deemed to include electronic signatures or the keeping of records in electronic form,  each of which shall be of the same legal effect, validity or enforceability as a manually  executed signature or the use of a paper-based recordkeeping system, as the case may be, to  the extent and as provided for in any applicable law, including the Federal Electronic  Signatures in Global and National Commerce Act, the New York State Electronic Signatures  and Records Act, or any other similar state laws based on the Uniform Electronic  Transactions Act. Notwithstanding anything herein to the contrary, delivery of an executed  counterpart of a signature page of this Agreement by electronic means, or confirmation of the  execution of this Agreement on behalf of a party by an email from an authorized signatory of  such party, shall be effective as delivery of a manually executed counterpart of this  Agreement.  53. The captions and paragraph headings appearing herein are included solely for convenience of  reference and are not intended to affect the interpretation of any provision of this Agreement.  54. This Agreement is governed by and shall be construed in accordance with Federal law.  Insofar as there may be no applicable Federal law, this Agreement shall be construed in  accordance with the laws of the State of New York, without regard to any rule of conflicts of  law ( other than section 5-1401 of the New York General Obligations Law) that would result  in the application of the substantive law of any jurisdiction other than the State of New York.  14  ACTIVE 54611978v4  





 






55. Nothing in this Agreement shall require any unlawful action or inaction by either party.  56. The requirement pertaining to trafficking in persons at 2 CFR 175.15(b) is incorporated  herein and made applicable to the Recipient.  57. This Agreement, together with the attachments hereto, including the Payroll Support  Program Extension Certification and any attached terms regarding Taxpayer Protection  Instruments, constitute the entire agreement of the parties relating to the subject matter hereof  and supersede any previous agreements and understandings, oral or written, relating to the  subject matter hereof. There may exist other agreements between the parties as to other  matters, which are not affected by this Agreement and are not included within this integration  clause.  58. No failure by either party to insist upon the strict performance of any provision of this  Agreement or to exercise any right or remedy hereunder, and no acceptance of full or partial  Payroll Support (if applicable) or other performance by either party during the continuance of  any such breach, shall constitute a waiver of any such breach of such provision.  ATTACHMENT  Payroll Support Program Extension Certification of Corporate Officer of Recipient  15  ACTIVE 54611978v4  





 






PAYROLL SUPPORT PROGRAM EXTENSION  CERTIFICATION OF CORPORATE OFFICER OF RECIPIENT  In connection with the Payroll Support Program Extension Agreement (Agreement) between  Allegiant Air, LLC and the Department of the Treasury (Treasury) relating to Payroll Support  being provided by Treasury to the Recipient under Subtitle A of Title IV of Division N of the  Consolidated Appropriations Act, 2021, I hereby certify under penalty of perjury to the Treasury  that all of the following are true and correct. Capitalized terms used but not defined herein have  the meanings set forth in the Agreement.  (1) I have the authority to make the following representations on behalf of myself and the  Recipient. I understand that these representations will be relied upon as material in the  decision by Treasury to provide Payroll Support to the Recipient.  (2) The information and certifications provided by the Recipient in an application for  Payroll Support, and in any attachments or other information provided by the Recipient to  Treasury related to the application, are true and correct and do not contain any materially  false, fictitious, or fraudulent statement, nor any concealment or omission of any material  fact.  (3) The Recipient has the legal authority to apply for the Payroll Support, and it has the  institutional, managerial, and financial capability to comply with all obligations, terms, and  conditions set forth in the Agreement and any attachment thereto.  (4) The Recipient and any Affiliate will give Treasury, Treasury's designee or the  Treasury Office of Inspector General (as applicable) access to, and opportunity to examine,  all documents, papers, or other records of the Recipient or Affiliate pertinent to the provision  of Payroll Support made by Treasury based on the application, in order to make audits,  examinations, excerpts, and transcripts.  (5) No Federal appropriated funds, including Payroll Support, have been paid or will be  paid, by or on behalf of the Recipient, to any person for influencing or attempting to  influence an officer or employee of an agency, a Member of Congress, an officer or  employee of Congress, or an employee of a Member of Congress in connection with the  awarding of any Federal contract, the making of any Federal grant, the making of any  Federal loan, the entering into of any cooperative agreement, and the extension, continuation,  renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative  agreement.  (6) If the Payroll Support exceeds $100,000, the Recipient shall comply with the  disclosure requirements in 31 CPR Part 21 regarding any amounts paid for influencing or  attempting to influence an officer or employee of any agency, a Member of Congress, an  officer or employee of Congress, or an employee of a Member of Congress in connection  with the Payroll Support.  ACTIVE 54611978v4  





 






I acknowledge that a materially false, fictitious, or fraudulent statement (or concealment or  omission of a material fact) in this certification, or in the application that it supports, may  be the subject of criminal prosecution and also may subject me and the Recipient to civil  penalties and/or administrative remedies for false claims or otherwise.  Corporate Officer of Signatory Entity  Name: Gregory Anderson  Title: EVP, CFO  Date:  January 15, 2021 ACTIVE 54611978v4  Second Authorized Representative  Name: Scott Sheldon  Title: EVP, COO  Date:  January 15, 2021