exhibit1042_11wje-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-2101479      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  Models 737-8-200 and 737-7 aircraft (each or collectively 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.  This Letter Agreement sets forth the rights and obligations between Boeing and  Customer if Customer [...***...]. The terms of this Letter Agreement will prevail if there is  any conflict between this Letter Agreement and any provision of the Purchase  Agreement.  1. [...***...].  1.1 Boeing will consent to any reasonable request by Customer [...***...]  under the Purchase [...***...]; provided that Customer [...***...]accept Boeing’s terms  and conditions for [...***...]. Such terms and conditions include, but are not limited to,  the following: (i) [...***...]; (ii) [...***...]; (iii) Customer will [...***...] to Boeing under the  Purchase Agreement to perform all duties and obligations of Customer; (iv) Boeing will  not be subject to any additional liability [...***...] not otherwise be subject to under the  Purchase Agreement; and, (v) [...***...]the continued rights of Boeing under the  Purchase Agreement, [...***...].  1.2 [...***...].   [...***...]  [...***...] [...***...]  [...***...] [...***...]  [...***...] [...***...]  





 






  WJE-PA-05130-LA-2101479 Page 2  BOEING PROPRIETARY  [...***...].  1.3 Notwithstanding any other provisions of the Purchase Agreement,  [...***...].   1.3.1 [...***...]  [...***...] [...***...]  [...***...] [...***...]  [...***...] [...***...]  [...***...] [...***...]  [...***...] [...***...]  [...***...] [...***...]  [...***...] [...***...]  1.3.2 Subject to Customer facilitating execution of a proprietary  information agreement between the applicable [...***...] party and Boeing, [...***...]:  [...***...]  1.3.3 [...***...]  1.3.4 [...***...]  1.3.5 [...***...].     2. Manufacturer’s Option.  [...***...] Customer’s rights under the Purchase Agreement with respect to any  Aircraft [...***...] Boeing will have the right to assume those rights under the Purchase  Agreement with respect to such Aircraft pursuant to the [...***...].    3. [...***...]  3.1 [...***...]  3.2 [...***...].  4. 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. Nothing in this  statement is intended to support recovery from Customer of any benefits supplied  hereunder for delivered Aircraft.  





 






  WJE-PA-05130-LA-2101479 Page 3  BOEING PROPRIETARY  5. 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  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).      ACCEPTED AND AGREED TO this          Date:           ALLEGIANT AIR, LLC   THE BOEING COMPANY       By:   By:        Name:   Name: [...***...]       Title:   Title: Attorney-In-Fact