exhibit1064_34xwje-lax05






    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-LA-05130-LA-2105122      Allegiant Air, LLC  1201 N. Town Center Drive  Las Vegas, NV 89144      Subject: [...***...]    Reference: Purchase Agreement No. PA-5130 (Purchase Agreement) between The  Boeing Company (Boeing) and Allegiant Air, LLC (Customer) relating to  model 7-8-200 Aircraft and model 737-7 aircraft (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 [...***...].  The following is Boeing's understanding and current  position for its tax filings and shall not serve as a substitute for the advice of Customer's  own legal counsel.  1. Sales and Use Tax in the State of Washington   It is assumed and understood for purposes of this discussion, that delivery of the  Aircraft is to be made to Customer in the State of Washington, that title to the Aircraft  will be either (i) transferred directly from Boeing or Boeing's assignee to Customer, and  that the Aircraft is to be used by Customer in interstate and foreign commerce for the  transportation of property and persons for hire or (ii) will be purchased by Customer or  Customer's assignee solely for the purpose of resale or lease such resale or lease  being in the regular course of Customer's or Customer's assignees business, such  resale or lease transactions being unrelated to a US Permanent Establishment of the  Customer or Customer’s assignee.  Present Washington law exempts from the Washington State sales tax any: "Sales of  airplanes . . . for use in conducting interstate or foreign commerce by transporting  therein or therewith property and persons for hire . . .; component part of such airplanes  . . . in the course of constructing, repairing, cleaning, altering, or improving the same . .  ."  RCW 82.08.0262.  





 






  WJE-LA-05130-LA-2105122 Page 2  BOEING PROPRIETARY  Present Washington law exempts from the Washington State use tax: "The use of any  airplane . . . used primarily in conducting interstate or foreign commerce by transporting  therein or therewith property and persons for hire . . . and in respect to use of tangible  personal property which becomes a component part of any such airplane . . ."  RCW  82.12.0254.  Present Washington law exempts from the Washington State sales tax, sales of  exports.  “In all circumstances there must be a certainty of export and the process of  export must have started. It is not important that title and/or possession of the goods  pass in this state so long as delivery is made directly into the export channel.” WAC  458-020-193C  By its definition, present Washington law exempts from Washington State sales tax:  "Sales to a person who . . . purchases for the purpose of resale as tangible personal  property in the regular course of business without intervening use by such person. . ."   RCW 82.04.050.  Based on the foregoing, Boeing is of the opinion that under present law, if the  exemption certificate required by the rules of the Washington State Department of  Revenue is furnished by Customer to Boeing, the sale of the Aircraft by Boeing to  Customer will not be subject to Washington State sales or use tax, and Boeing is not  required to collect from Customer a Washington State sales or use tax as a result of  such sale.  As of the date of this Letter Agreement, Boeing is not aware of any codified law or  pending Washington State legislation that will impose a sales, use or similar transfer tax  on the Aircraft within the period contemplated for delivery of the Aircraft.  2. United States Federal Income Taxes   As of the date of this Letter Agreement, under present United States federal law,  the sale of aircraft to the Customer is not subject to federal income taxes imposed on  the Customer related to the Aircraft or its Buyer Furnished Equipment within the period  contemplated for delivery of the Aircraft, nor is Boeing aware of any codified law or  pending federal legislation regarding such taxes.   As of the date of this letter agreement, United States federal tax law has not enacted a  value added tax, goods and services tax, or other consumption type tax.   3. Cooperation and Mitigation   If prior to delivery of the Aircraft, United States federal income tax law or  Washington State sales and use tax law has enacted or current law amended such that  the delivery in Washington State of any Aircraft directly from Boeing or a Boeing  assignee to Customer results in tax exposure to either party different from that  described in paragraphs 1 and 2, above, the parties shall work together as permitted by  applicable law to minimize the exposure to such taxes.  





 






  WJE-LA-05130-LA-2105122 Page 3  BOEING PROPRIETARY  4. Confidential Treatment  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