exhibit1068_12wje-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-2105503      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 (Customer) relating to  model 737-7, 737-8-200 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. AOE Program.  Boeing has developed an airline operational efficacy program (AOE Program)  utilizing industry accepted and regulatory required safety, operations, maintenance,  flight crew and engineering standards for operators of commercial aircraft (Industry  Standards). The AOE Program consists of (i) [...***...]; and (ii) [...***...].  2. [...***...].  [...***...].  3. [...***...].  [...***...] Boeing will provide [...***...] Customer [...***...].  4. [...***...].  Boeing will [...***...] Customer will be responsible for the [...***...].  5. Terms.  The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL  AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of the AGTA and  





 






  WJE-PA-05130-LA-2105503 Page 2  BOEING PROPRIETARY  the insurance provisions in Article 8.2 of the AGTA apply to all Reviews and Support  provided under the AOE Program.  6. 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 Allegiant of any benefits supplied  hereunder for delivered Aircraft.  7. 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 employees of Customer 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. 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