exhibit1044_14wje-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-2101482      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  Model 737-8-200 and Model 737-7 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. Definition of Terms.  [...***...] (Scheduled Delivery Month) established in the Purchase Agreement  [...***...] of the AGTA and for which Customer [...***...]  .  2. [...***...]. Boeing [...***...] Customer (i) [...***...] and (ii) [...***...].  Boeing  [...***...[ Customer’s [...***...].  3. [...***...] Boeing [...***...] at a rate of (i) [...***...] or (ii)  [...***...] at actual delivery  of the Aircraft [...***...].  4. [...***...]. In addition [...***...] for each [...***...] after the Scheduled Delivery  Month, [...***...] as follows [...***...] received by Boeing [...***...].  [...***...].    [...***...].    [...***...].  5. [...***...]. In addition to the [...***...] above and [...***...]:    5.1 [...***...] Scheduled Delivery Month.     





 






  WJE-PA-05130-LA-2101482 Page 2  BOEING PROPRIETARY  5.2 [...***...] Aircraft.     5.3 Other applicable provisions of the Purchase Agreement [...***...] Aircraft,  [...***...]  Aircraft.   6. [...***...].  6.1  [...***...].     6.2 [...***...} Aircraft [...***...] Aircraft [...***...] Delivery Month [...***...]  Customer [...***...] Boeing, [...***...] Aircraft [...***...]  .    6.3  [...***...]. Customer [...***...] Purchase Agreement [...***...] Aircraft  [...***...] Aircraft [...***...] Delivery Month [...***...] Delivery Month.    6.4  [...***...] Customer [...***...] Purchase Agreement [...***...] Aircraft  [...***...] Aircraft [...***...] Delivery Month [...***...] Purchase Agreement [...***...]  Delivery Month.    6.5  [...***...] the Purchase Agreement [...***...] Purchase Agreement [...***...]  Aircraft.    7. [...***...].  [...***...] Purchase Agreement [...***...] Aircraft [...***...], Boeing [...***...]:  (i) [...***...] Aircraft.  (ii) [...***...] Customer [...***...] Boeing[...***...].  (iii) [...***...] Aircraft.  8. Exclusive Remedies.  The remedies set forth in this Letter Agreement are Customer’s exclusive  remedies for a [...***...] and are in lieu of all other damages, claims, and remedies of  Customer arising at law or otherwise [...***...]. Customer hereby waives and renounces  all other claims and remedies arising at law or otherwise [...***...].  9. 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.  [...***...].  





 






  WJE-PA-05130-LA-2101482 Page 3  BOEING PROPRIETARY  10. 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.      ACCEPTED AND AGREED TO this          Date:           ALLEGIANT AIR, LLC   THE BOEING COMPANY       By:   By:        Name:   Name: [...***...]       Title:   Title: Attorney-In-Fact