exhibit1053_21wje-pax053






      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-05310-LA-2101491      Allegiant Air, LLC  1201 N. Town Center Drive  Las Vegas, NV 89144      Subject: [...***...]    Reference: Purchase Agreement No. WJE-PA-05310 (Purchase Agreement)  between The Boeing Company (Boeing) and Allegiant Air, LLC  (Customer) relating to Models 737-8-200 and 737-7 aircraft (individually  and 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.  1. [...***...]:  1.1 [...***...]following formula:    [...***...]    Where:    [...***...].  1.2 [...***...].  1.3 [...***...].  1.4 [...***...].   1.5 [...***...].  1.6 [...***...].  1.7 [...***...].  





 






  WJE-PA-05310-LA-2101491 Page 2  BOEING PROPRIETARY  1.8 [...***...].   1.9 [...***...].  2. [...***...].  [...***...]:  Program Term Targets  [...***...] [...***...]  [...***...] [...***...]  [...***...] [...***...]  These [...***...] are based on an [...***...].  3. [...***...].  3.1 [...***...] if Customer (i) [...***...] status reports and other substantiation  data [...***...], Boeing will:  3.1.1 investigate the circumstances [...***...];  3.1.2 provide [...***...] assistance to Customer [...***...];  3.1.3 [...***...] accessory, equipment or part (other than engines and  engine parts) which are determined [...***...];  3.1.4 [...***...] such system, accessory, equipment or part;  3.1.5 [...***...] at Customer's request, [...***...] Boeing Warranty (Part 2  of Exhibit C, Product Assurance Document, of the AGTA, including without limitation  Article 11 therein); and  3.1.6 [...***...] if requested by Customer, [...***...] obtain [...***...] such  design.  3.2 With respect to [...***...] if Customer [...***...] for each such [...***...]  period, Boeing will [...***...], subject to the following conditions:  3.2.1 [...***...];  3.2.2 the [...***...] Boeing [...***...] and may not [...***...];  3.2.3 during the [...***...], Customer will have [...***...] and  3.2.4 Customer will have [...***...] in order [...***...] such condition.  4. [...***...].  4.1 [...***...]caused by any of the following events:  





 






  WJE-PA-05310-LA-2101491 Page 3  BOEING PROPRIETARY  (i) [...***...];  (ii) [...***...];  (iii) [...***...];  (iv) [...***...];  (v) [...***...];  (vi) [...***...];  (vii) [...***...];  (viii) [...***...];  (ix) [...***...];  (x) [...***...]; or  (xi) [...***...].  4.2 If [...***...] is used [...***...]for one of Customer’s [...***...]:  (i) [...***...].  (ii) [...***...].  4.3 [...***...].  5. [...***...].  5.1 Customer will provide status reports [...***...].  5.2 The Customer’s status reports [...***...] above, [...***...].  5.3 Customer [...***...] Boeing [...***...]Customer or (ii) [...***...]Customer  [...***...] Boeing [...***...]. In addition, Customer [...***...] Boeing such data as may  reasonably be required to:  (i) [...***...],  (ii) [...***...], and  (iii) [...***...].  5.4 [...***...] above, will [...***...] that the [...***...] under this Program  [...***...].   





 






  WJE-PA-05310-LA-2101491 Page 4  BOEING PROPRIETARY  5.5 [...***...]:  Director - Warranty & Product Assurance Contracts  Boeing Commercial Airplanes   P.0. Box 3707, Mail Code 2L-46  Seattle, Washington 98124-2207  Fax 425-237-1706  Email:  BCAG.CorresMgnt@Boeing.com    6. [...***...].  6.1 [...***...].  6.2 [...***...].  6.3 [...***...].  6.4 [...***...].  6.5 THE DISCLAIMER AND RELEASE and EXCLUSION OF  CONSEQUENTIAL AND OTHER DAMAGES provisions stated in Article 11 of Exhibit C  of the AGTA apply to this Program.  7. [...***...].  Boeing and Customer agree it [...***...] (a) by Boeing under the Purchase  Agreement, or any other agreement between Boeing and Customer, or (b) by engine  manufacturer under any agreement between engine manufacturer and Customer,  [...***...]. Boeing may [...***...] Customer [...***...]pursuant to such [...***...].  8. Exclusive Remedy.  The remedies provided in Article 3 of this Letter Agreement are Customer’s exclusive  remedies with respect [...***...]and are in lieu of all other damages, claims and  remedies of Customer arising at law or otherwise with respect to the Program Customer  hereby waives and renounces all other claims and remedies arising at law or otherwise  [...***...].  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  





 






  WJE-PA-05310-LA-2101491 Page 5  BOEING PROPRIETARY  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).  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.    Very truly yours,    THE BOEING COMPANY    By     Its Attorney-In-Fact    ACCEPTED AND AGREED TO this    Date:     ALLEGIANT AIR, LLC    By     Its