exhibit1049_18wje-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-2101487      Allegiant Air, LLC  1201 N. Town Center Drive  Las Vegas, NV 89144      Subject: [...***...]    Reference: a) 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).    b) Customer Services General Terms Agreement No. WJE (CSGTA)  between Boeing and Customer.    This letter agreement (Letter Agreement) is entered into on the date below and  amends and supplements the CSGTA. All terms used but not defined in this Letter  Agreement have the same meaning as in the CSGTA, except for Aircraft which will  have the meaning as defined in the Purchase Agreement.  In order to define the process by which Boeing and Customer will (i) identify  those Spare Parts and Standards critical to Customer’s successful introduction of the  Aircraft into service and its continued operation, (ii) place Orders under the provisions of  the CSGTA as supplemented by the provisions of this Letter Agreement for those Spare  Parts and Standards, and (iii) manage the return of certain of those Spare Parts which  Customer does not use, the parties agree as follows.   1. Definitions.  1.1 Provisioning Data means the documentation provided by Boeing to  Customer, including but not limited to the Recommended Spare Parts List (RSPL),  identifying all Boeing initial provisioning requirements for the Aircraft.  1.2 Provisioning Items means the Spare Parts and Standards identified by  Boeing as initial provisioning requirements in support of the Aircraft, excluding special  tools, ground support equipment (GSE), engines and engine parts.  1.3 Provisioning Products Guide means the Boeing Manual D6-81834  entitled “Spares Provisioning Products Guide”.  





 






  WJE-PA-05130-LA-2101487 Page 2  BOEING PROPRIETARY  2. Phased Provisioning.  2.1 Provisioning Products Guide. Prior to the initial provisioning meeting  Boeing will furnish to Customer a copy of the Provisioning Products Guide.  2.2 Initial Provisioning Meeting. [...***...] to delivery of the first Aircraft,  Customer will request and upon such request the parties will conduct an initial  provisioning meeting, as applicable, where the procedures, schedules, and  requirements for training will be established to accomplish phased provisioning of Spare  Parts and Standards for the Aircraft in accordance with the Provisioning Products  Guide. If the lead time from execution of the Purchase Agreement until delivery of the  first Aircraft [...***...], the initial provisioning meeting will be established as soon as  reasonably possible after execution of the Purchase Agreement.  2.3 Provisioning Data. During the initial provisioning meeting Customer will  provide to Boeing the operational parameter information described in Chapter 6 of the  Provisioning Products Guide. After review and acceptance by Boeing of such Customer  information, Boeing will prepare the Provisioning Data. Such Provisioning Data will be  furnished to Customer [...***...] after Boeing finalizes the engineering drawings for the  Aircraft. The Provisioning Data will be as complete as possible and will cover  Provisioning Items selected by Boeing for review by Customer for initial provisioning of  Spare Parts and Standards for the Aircraft. Boeing will furnish to Customer revisions to  the Provisioning Data [...***...] following delivery of the last Aircraft or until the delivery  configuration of each of the Aircraft is reflected in the Provisioning Data, whichever is  later.  2.4 Buyer Furnished Equipment (BFE) Provisioning Data. Unless otherwise  advised by Boeing, Customer will provide or ensure its BFE suppliers provide to Boeing  the BFE data in scope and format acceptable to Boeing, in accordance with the  schedule established during the initial provisioning meeting.  3. Purchase from Boeing of Spare Parts and Standards as Initial Provisioning for  the Aircraft.  3.1 Schedule. In accordance with schedules established during the initial  provisioning meeting, Customer may place Orders for Provisioning Items and any GSE,  special tools or engine spare parts which Customer determines it will initially require for  maintenance, overhaul and servicing of the Aircraft and/or engines.  3.2 Prices of Initial Provisioning Spare Parts.  3.2.1 Boeing Spare Parts. The Provisioning Data will set forth the prices  for those Provisioning Items other than items listed in Article 3.3, below, that are Boeing  Spare Parts, and such prices will be firm and remain in effect for one hundred eighty  (180) days from the date the price is first quoted to Customer in the Provisioning Data.  





 






  WJE-PA-05130-LA-2101487 Page 3  BOEING PROPRIETARY  3.2.2 Supplier Spare Parts. Boeing will provide estimated prices in the  Provisioning Data for Provisioning Items other than items listed in Article 3.3, below, that  are Supplier Spare Parts.   3.3 QEC Kits, Standards Kits, Raw Material Kits, Bulk Materials Kits and  Service Bulletin Kits. In accordance with schedules established during the initial  provisioning meeting, Boeing will furnish to Customer a listing of all components which  could be included in the quick engine change (QEC) kits, Standards kits, raw material  kits, bulk materials kits and service bulletin kits which may be purchased by Customer  from Boeing. Customer will select, and provide to Boeing its desired content for the kits.  Boeing will furnish to Customer as soon as practicable thereafter a statement setting  forth a firm price for such kits. Customer will place Orders with Boeing for the kits in  accordance with schedules established during the initial provisioning meeting.  4. Delivery.  For Spare Parts and Standards ordered by Customer in accordance with Article 3  of this Letter Agreement, Boeing will, insofar as reasonably possible, deliver to  Customer such Spare Parts and Standards on dates reasonably calculated to conform  to Customer's anticipated needs in view of the scheduled deliveries of the Aircraft.  Customer and Boeing will agree upon the date to begin delivery of the provisioning  Spare Parts and Standards ordered in accordance with this Letter Agreement. Where  appropriate, Boeing will arrange for shipment of such Spare Parts and Standards which  are manufactured by suppliers directly to Customer from the applicable supplier's  facility. The routing and method of shipment for initial deliveries and all subsequent  deliveries of such Spare Parts and Standards will be as established at the initial  provisioning meeting and thereafter by mutual agreement.  5. [...***...].  5.1 [...***...].  5.2 [...***...].  6. [...***...].  6.1 [...***...].  6.2 [...***...].  6.3 [...***...].  6.4 [...***...].  6.5 [...***...].  6.6 [...***...].  





 






  WJE-PA-05130-LA-2101487 Page 4  BOEING PROPRIETARY  7. Title and Risk of Loss.  Title and risk of loss of any Spare Parts or Standards delivered to Customer by  Boeing in accordance with this Letter Agreement will pass from Boeing to Customer in  accordance with the applicable provisions of the CSGTA. Title to and risk of loss of any  Spare Parts or Standards returned to Boeing by Customer in accordance with this Letter  Agreement will pass to Boeing upon delivery of such Spare Parts or Standards to  Boeing in accordance with the provisions of Article 5.2 or Article 6.6, herein, as  appropriate.  8. [...***...].  [...***...].  9. Order of Precedence.  In the event of any inconsistency with respect to the subject matter hereof  between the terms of this Letter Agreement and the terms of any other provisions of the  CSGTA, the terms of this Letter Agreement will control.    ACCEPTED AND AGREED TO this          Date:           ALLEGIANT AIR, LLC   THE BOEING COMPANY       By:   By:        Name:   Name: [...***...]       Title:   Title: Attorney-In-Fact