exhibit106631_wje-pax051






    This copy of the document filed as an Exhibit excludes certain identified information because  such information is both (i) not material and (ii) would likely cause competitive harm if publicly  disclosed. Omissions are designated by the symbol [...***...].   The Boeing Company   P.O. Box 3707   Seattle, WA 98124 2207     Page 1  BOEING PROPRIETARY  WJE-PA-05130-LA-2105268      Allegiant Air, LLC  1201 N. Town Center Drive  Las Vegas, NV 89144    Subject: [...***...]    Reference: Purchase Agreement No. PA-05130 (Purchase Agreement) between The  Boeing Company (Boeing) and Allegiant Air, LLC (Customer) relating to  Model 737-8-200 and 737-7 aircraft (Aircraft)    This letter agreement (Letter Agreement) amends and supplements the  Purchase Agreement. All terms used but not defined in this Letter Agreement will have  the same meaning as in the Purchase Agreement.  1. [...***...].  [...***...].  2. Demonstration of Compliance.  Article 5.4 of the AGTA and the Performance Guarantees provide a procedure for  demonstration of compliance with the Performance Guarantees prior to Aircraft delivery.  That method will be used to demonstrate compliance with the Payload Guarantee.  3. Rights and Obligations [...***...].  [...***...] at the time Boeing tenders that Aircraft for delivery, Boeing will [...***...]  set forth in Article 4 and/or 5. Customer cannot refuse to accept delivery of such Aircraft  [...***...].  4. Post Delivery Improvements [...***...].  [...***...] the following terms and conditions will apply:  4.1 Boeing may design, or may cause the engine manufacturer to design,  airframe improvement parts and/or engine improvement parts (Improvement Parts) or  provide other Aircraft capability [...***...].  





 






      WJE-PA-05130-LA-2105268 Page 2  BOEING PROPRIETARY  4.2 If Boeing elects to provide, or to cause to be provided, Improvement Parts  for such Aircraft, then Customer and Boeing will agree upon the details of an  Improvement Parts program. Improvement Parts will be provided, except those provided  by the engine manufacturer, [...***...]. Unless agreed to otherwise, Improvement Parts  provided by the engine manufacturer will [...***...]. Boeing and/or the engine  manufacturer, as applicable, will provide [...***...] Customer.  4.3 If Customer elects to install Improvement Parts on such Aircraft, they will  be installed within [...***...] after the delivery of such Improvement Parts to Customer if  such installation can be accomplished during Aircraft line maintenance. Improvement  Parts which cannot be installed during Aircraft line maintenance will be installed within a  mutually agreed period of time. All Improvement Parts must be installed according to  Boeing and the engine manufacturer instructions.  4.4 Boeing will provide and/or will cause the engine manufacturer to provide  [...***...] Customer’s [...***...] at the time of installation between Boeing and Customer  or the engine manufacturer and Customer, as applicable. Improvements related to  engines will [...***...] Customer. Boeing and/or the engine manufacturer, as applicable,  will give Customer reasonable advance written notice of the estimated on-dock date at  Customer’s maintenance base for any such Improvement Parts. [...***...].  5. [...***...].  [...***...].  5.1 [...***...].  5.1.1 [...***...]:    Monthly Payload [...***...] = [...***...]    The following definitions will apply:    [...***...]  5.1.2 Customer will provide to Boeing, within [...***...] following the end  of each Annual Period, the NFm data for each month in the Annual Period in a single  summarized submittal for all applicable Aircraft.  5.1.3 Boeing will review the NF data and may request additional  information from Customer to further substantiate the NF data. Such additional  information will not be unreasonably requested by Boeing, nor unreasonably withheld by  Customer.  5.1.4 [...***...].  5.2 [...***...].  





 






      WJE-PA-05130-LA-2105268 Page 3  BOEING PROPRIETARY  5.3 [...***...].  6. Duplication of Benefits.  Boeing and Customer agree it is not the intent of the parties to provide benefits  hereunder that duplicate the benefits to be provided (a) by Boeing under the Purchase  Agreement, or any other agreement between Boeing and Customer, or (b) by the  engine manufacturer under any agreement between engine manufacturer and  Customer, due to the Aircraft not satisfying any performance metric similar to the  Payload Guarantee or any performance metric that otherwise impacts payload. Boeing  may offset its obligation to provide benefits hereunder against the benefits provided or  to be provided to Customer by the engine manufacturer or Boeing pursuant to such  other guarantee.  7. Exclusive Remedy.  Customer agrees that the remedies contained in Articles 4 and 5 herein are  Customer’s exclusive remedies with respect to the Payload Guarantee and are in lieu of  all other rights, remedies, claims and causes of action Customer may have, arising at  law or otherwise under the Payload Guarantee.  8. Assignment.  Notwithstanding any other provisions of the Purchase Agreement, the rights and  obligations described in this Letter Agreement are provided to Customer in  consideration of Customer becoming the operator of the Aircraft and cannot be  assigned, in whole or in part, without the prior written consent of Boeing.  9. Confidentiality.  The information contained herein represents confidential business information  and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to (i) Customer and Customer affiliates’  employees, officers and directors and (ii) Customer and Customer affiliates’ legal  counsel, professional advisors and auditors subject to a duty of confidence or a non- disclosure undertaking, in each case with a need to know the contents for purposes of  helping Customer perform its obligations under the Purchase Agreement and who  understand they are not to disclose its contents to any other person or entity without the  prior written consent of Boeing unless disclosure is required by applicable law or court  order, in which case, Customer shall (i) notify Boeing in writing of such disclosure  requirement or request prior to making such disclosure, and will take steps to protect  the information contained herein, and (ii) use reasonable efforts to obtain redaction and  confidential treatment for the disclosed information or parts thereof.  In addition, with  respect to disclosure of the contents hereof to third parties who may be or are involved  with financing (in any form, including sale and lease-back) of Aircraft (and/or Advance  Payments) under the Purchase Agreement, Customer shall be entitled to disclose such  





 






      WJE-PA-05130-LA-2105268 Page 4  BOEING PROPRIETARY  information to such third party financiers, after consultation with Boeing, as the parties  shall mutually agree (each acting reasonably and within industry and financing norms).  If the foregoing correctly sets forth your understanding of our agreement with  respect to the matters contained herein, please indicate your acceptance and approval  below.    ACCEPTED AND AGREED TO this          Date:           ALLEGIANT AIR, LLC  THE BOEING COMPANY       By:   By:        Name:   Name: [...***...]       Title:   Title: Attorney-In-Fact