exhibit1026_wje-agtaxcom






Page 1  AIRCRAFT GENERAL TERMS AGREEMENT  WJE-AGTA  between  THE BOEING COMPANY  and  ALLEGIANT AIR, LLC  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 [... ***...]. 





 






WJE-AGTA Page 2  TABLE OF CONTENTS  ARTICLES  PAGE  NUMBER  1. Subject Matter of Sale ......................................................................... 3  2. Price, Taxes, and Payment .................................................................. 3  3. Regulatory Requirements and Certificates .......................................... 5  4. Detail Specification; Changes .............................................................. 6  5. Representatives, Inspection, Demonstration Flights, Test Data and Performance Guarantee Compliance. .......................... 6  6. Delivery ................................................................................................ 7  7. Excusable Delay .................................................................................. 7  8. Risk Allocation/Insurance .................................................................... 8  9. Assignment, Resale, or Lease ............................................................. 9  10. Termination of Purchase Agreements for Certain Events .................. 10  11. Notices ............................................................................................... 11  12. Miscellaneous .................................................................................... 13  EXHIBITS  PAGE  NUMBER  A Buyer Furnished Equipment Provisions Document .................... EXA 1  B Customer Support Document ..................................................... EXB 1  C Product Assurance Document .................................................... EXC 1  APPENDICES  PAGE  NUMBER  I Insurance Certificate ....................................................................... A-1  II Purchase Agreement Assignment .................................................. A-5  III Post-Delivery Sale Notice ............................................................. A-11  IV Post-Delivery Lease Notice ........................................................... A-13  V Purchaser’s/Lessee’s Agreement ................................................. A-16  VI Owner Appointment of Agent – Warranties ................................... A-19  VII Contractor Confidentiality Agreement ........................................... A-22  VIII Post-Delivery Sale with Lease to Seller ........................................ A-26  IX Sale with Lease ............................................................................ A-29  X Post-Delivery Security................................................................... A-33  





 






WJE-AGTA Page 3  AIRCRAFT GENERAL TERMS AGREEMENT NUMBER WJE-AGTA  between  THE BOEING COMPANY  and  ALLEGIANT AIR, LLC  relating to  BOEING AIRCRAFT  This Aircraft General Terms Agreement Number WJE-AGTA (AGTA) between  The Boeing Company, a Delaware corporation, (Boeing) and Allegiant Air, LLC, a State  of Nevada limited liability company, (Customer) will apply to all Boeing aircraft  contracted for purchase from Boeing by Customer after the effective date of this AGTA.  Article 1. Subject Matter of Sale.  1.1 Aircraft. Boeing will manufacture and sell to Customer and Customer will  purchase from Boeing aircraft under purchase agreements that incorporate the terms  and conditions of this AGTA.  1.2 Buyer Furnished Equipment. Exhibit A, Buyer Furnished Equipment  Provisions Document to the AGTA, contains the obligations of Customer and Boeing  with respect to equipment purchased and provided by Customer, which Boeing will  receive, inspect, store, and install in an aircraft before delivery to Customer. This  equipment is defined as Buyer Furnished Equipment (BFE).  1.3 Customer Support. Exhibit B, Customer Support Document to the AGTA,  contains the obligations of Boeing relating to Materials (as defined in Part 3 thereof),  training, services, and other things in support of aircraft.  1.4 Product Assurance. Exhibit C, Product Assurance Document to the AGTA,  contains the obligations of Boeing and the suppliers of equipment installed in each  aircraft at delivery relating to warranties, patent indemnities, software copyright  indemnities, and service life policies.  Article 2. Price, Taxes, and Payment.  2.1 Price.  2.1.1 Airframe Price is defined as the price of the airframe for a specific  model of aircraft described in a purchase agreement. (For certain model aircraft, as  reflected in the purchase agreement, the Airframe Price includes the engine price at its  basic thrust level.)  





 






WJE-AGTA Page 4  2.1.2 Optional Features Prices are defined as the prices for optional  features selected by Customer for a specific model of aircraft described in a purchase  agreement.  2.1.3 Engine Price is defined as the price set by the engine  manufacturer for a specific engine to be installed on the model of aircraft described in a  purchase agreement (not applicable to certain models of aircraft as reflected in the  purchase agreement).  2.1.4 Aircraft Basic Price is defined as the sum of the Airframe Price,  Optional Features Prices, and the Engine Price, if applicable.  2.1.5 Escalation Adjustment is defined as the price adjustment to the  Airframe Price (which includes the basic engine price for certain models of aircraft as  reflected in the purchase agreement) and the Optional Features Prices resulting from  the calculation using the economic price formula contained in the Airframe and Optional  Features Escalation Adjustment supplemental exhibit to the applicable purchase  agreement. The price adjustment to the Engine Price will be calculated using the  economic price formula in the Engine Escalation Adjustment supplemental exhibit to the  applicable purchase agreement when the Airframe Price does not include the engine  price at its basic thrust level as reflected in the purchase agreement.  2.1.6 Advance Payment Base Price is defined as the estimated price of  an aircraft rounded to the nearest thousand U. S. dollars, as of the date of signing a  purchase agreement, for the scheduled month of delivery of such aircraft using  commercial forecasts of the Escalation Adjustment.  2.1.7 Aircraft Price is defined as the total amount Customer is to pay for  an aircraft at the time of delivery, which is the sum of the Aircraft Basic Price, the  Escalation Adjustment, and other price adjustments made pursuant to the purchase  agreement.  2.2 Taxes.  2.2.1 Taxes are defined as all taxes, fees, charges, or duties and any  interest, penalties, fines, or other additions to tax, including, but not limited to sales, use,  value added, gross receipts, stamp, excise, transfer, and similar taxes imposed by any  domestic or foreign taxing authority, arising out of or in connection with the performance  of the applicable purchase agreement or the sale, delivery, transfer, or storage of any  aircraft, BFE, or other things furnished under the applicable purchase agreement.  Except for U.S. federal and South Carolina state income taxes imposed on Boeing or  Boeing’s assignee, and Washington State business and occupation taxes imposed on  Boeing or Boeing’s assignee, Customer will be responsible for and pay all Taxes.  Customer is responsible for filing all tax returns, reports, declarations and payment of  any taxes related to or imposed on BFE.  2.2.2 Reimbursement of Boeing. Customer will promptly reimburse  Boeing on demand, net of additional taxes thereon, for any Taxes that are imposed on  and paid by Boeing or that Boeing is responsible for collecting.  





 






WJE-AGTA Page 5  2.3 Payment.  2.3.1 Advance Payment Schedule. Customer will make advance  payments to Boeing for each aircraft in the amounts and on the dates indicated in the  schedule set forth in the applicable purchase agreement.  2.3.2 Payment at Delivery. Customer will pay any unpaid balance of the  Aircraft Price at the time of delivery of each aircraft.  2.3.3 Form of Payment. Customer will make all payments to Boeing by  unconditional wire transfer of immediately available funds in United States Dollars in a  bank account in the United States designated by Boeing.  2.3.4 Monetary and Government Regulations. Customer is responsible  for complying with all monetary control regulations and for obtaining necessary  governmental authorizations related to payments.  Article 3. Regulatory Requirements and Certificates.  3.1 Certificates. Boeing will manufacture each aircraft to conform to the  appropriate Type Certificate issued by the United States Federal Aviation Administration  (FAA) for the specific model of aircraft and will obtain from the FAA and furnish to  Customer at delivery of each aircraft either a Standard Airworthiness Certificate or an  Export Certificate of Airworthiness issued pursuant to Part 21 of the Federal Aviation  Regulations.  3.2 FAA or Applicable Regulatory Authority Manufacturer Changes.  3.2.1 A Manufacturer Change is defined as any change to an aircraft,  data relating to an aircraft, or testing of an aircraft required by the FAA to obtain a  Standard Airworthiness Certificate or by the country of import and/or registration to  obtain an Export Certificate of Airworthiness.  3.2.2 Boeing will bear the cost of incorporating all Manufacturer Changes  into the aircraft:  (i) resulting from requirements issued by the FAA prior to the date of the Type Certificate for the applicable aircraft; and (ii) resulting from requirements issued by the FAA prior to the date of the applicable purchase agreement. 3.2.3 Customer will pay Boeing's charge for incorporating all other  Manufacturer Changes into the aircraft, including all changes for validation of an aircraft  required by any governmental agency of the country of import and/or registration.  3.3 FAA Operator Changes.  3.3.1 An Operator Change is defined as a change in equipment that is  required by Federal Aviation Regulations which (i) is generally applicable to transport  category aircraft to be used in United States certified air carriage and (ii) the required  compliance date is on or before the scheduled delivery month of the aircraft.  





 






WJE-AGTA Page 6  3.3.2 Boeing will deliver each aircraft with Operator Changes  incorporated or, at Boeing’s option, with suitable provisions for the incorporation of such  Operator Changes, and Customer will pay Boeing's applicable charges.  3.4 Export License. If an export license is required by United States law or  regulation for any aircraft or any other things delivered under the purchase agreement, it  is Customer's obligation to obtain such license. If requested, Boeing will assist  Customer in applying for any such export license. Customer will furnish any required  supporting documents.  Article 4. Detail Specification; Changes.  4.1 Configuration Changes. The Detail Specification is defined as the Boeing  document that describes the configuration of each aircraft purchased by Customer. The  Detail Specification for each aircraft may be amended (i) by Boeing to reflect the  incorporation of Manufacturer Changes and Operator Changes or (ii) by the agreement  of the parties. In either case the amendment will describe the particular changes to be  made and any effect on design, performance, weight, balance, scheduled delivery  month, Aircraft Basic Price, Aircraft Price, and/or Advance Payment Base Price.  4.2 Development Changes. Development Changes are defined as changes  to aircraft that do not affect the Aircraft Price or scheduled delivery month, and do not  adversely affect guaranteed weight, guaranteed performance, or compliance with the  interchangeability or replaceability requirements set forth in the applicable Detail  Specification. Boeing may, at its option, incorporate Development Changes into the  Detail Specification and into an aircraft prior to delivery to Customer.  4.3 Notices. Boeing will promptly notify Customer of any amendments to a  Detail Specification.  Article 5. Representatives, Inspection, Demonstration Flights, Test Data and  Performance Guarantee Compliance.  5.1 Office Space. Twelve (12) months before delivery of the first aircraft  purchased, and continuing until the delivery of the last aircraft on firm order, Boeing will  furnish, free of charge, suitable office space and equipment for the accommodation of  up to three representatives of Customer in or conveniently located near the assembly  plant.  5.2 Inspection. Customer's representatives may inspect each aircraft at any  reasonable time, provided such inspection does not interfere with Boeing's  performance.  5.3 Demonstration Flights. Prior to delivery, Boeing will fly each aircraft up to  four hours to demonstrate to Customer the function of the aircraft and its equipment  using Boeing's production flight test procedures. Customer may designate up to five  representatives to participate as observers.  5.4 Test Data; Performance Guarantee Compliance. Performance  Guarantees are defined as the written guarantees in a purchase agreement regarding  the operational performance of an aircraft. Boeing will furnish to Customer flight test  





 






WJE-AGTA Page 7  data obtained on an aircraft of the same model to evidence compliance with the  Performance Guarantees. Performance Guarantees will be met if reasonable  engineering interpretations and calculations based on the flight test data establish that  the particular aircraft being delivered under the applicable purchase agreement would, if  actually flown, comply with the guarantees.  5.5 Special Aircraft Test Requirements. Boeing may use an aircraft for flight  and ground tests prior to delivery, without reduction in the Aircraft Price, if the tests are  considered necessary by Boeing (i) to obtain or maintain the Type Certificate or  Certificate of Airworthiness for the aircraft or (ii) to evaluate potential improvements that  may be offered for production or retrofit incorporation.  Article 6. Delivery.  6.1 Notices of Delivery Dates. Boeing will notify Customer of the approximate  delivery date of each aircraft at least thirty (30) days before the scheduled month of  delivery and again at least fourteen (14) days before the scheduled delivery date.  6.2 Place of Delivery. Each aircraft will be delivered at a facility selected by  Boeing in the same state as the primary assembly plant for the aircraft.  6.3 Bill of Sale. At delivery of an aircraft, Boeing will provide Customer a bill of  sale conveying good title, free of encumbrances.  6.4 Delay. If Customer delays acceptance of an aircraft beyond the scheduled  delivery date, Customer will reimburse Boeing for all costs incurred by Boeing as a  result of the delay.  Article 7. Excusable Delay.  7.1 General. Boeing will not be liable for any delay in the scheduled delivery  month of an aircraft or other performance under a purchase agreement caused by  (i) acts of God; (ii) war or armed hostilities; (iii) government acts or priorities; (iv) fires, floods, or earthquakes; (v) strikes or labor troubles causing cessation, slowdown, or interruption of work; (vi) inability, after due and timely diligence, to procure materials, systems, accessories, equipment or parts; or (vii) any other cause to the extent such cause is beyond Boeing's control and not occasioned by Boeing's fault or negligence. A delay resulting from any such cause is defined as an Excusable Delay. 7.2 Notice. Boeing will give written notice to Customer (i) of a delay as soon  as Boeing concludes that an aircraft will be delayed beyond the scheduled delivery  month due to an Excusable Delay and, when known, (ii) of a revised delivery month  based on Boeing’s appraisal of the facts.  7.3 Delay in Delivery of Twelve (12) Months or Less. If the revised delivery  month is twelve (12) months or less after the scheduled delivery month, Customer will  accept such aircraft when tendered for delivery, subject to the following:  7.3.1 The calculation of the Escalation Adjustment will be based on the  previously scheduled delivery month.  





 






WJE-AGTA Page 8  7.3.2 The advance payment schedule will be adjusted to reflect the  revised delivery month.  7.3.3 All other provisions of the applicable purchase agreement, including  the BFE on-dock dates for the delayed aircraft, are unaffected by an Excusable Delay.  7.4 Delay in Delivery of More Than Twelve (12) Months. If the revised delivery  month is more than twelve (12) months after the scheduled delivery month, either party  may terminate the applicable purchase agreement with respect to such aircraft within  thirty (30) days of the notice. If either party does not terminate the applicable purchase  agreement with respect to such aircraft, all terms and conditions of the applicable  purchase agreement will remain in effect.  7.5 Aircraft Damaged Beyond Repair. If an aircraft is destroyed or damaged  beyond repair for any reason before delivery, Boeing will give written notice to Customer  specifying the earliest month possible, consistent with Boeing's other contractual  commitments and production capabilities, in which Boeing can deliver a replacement.  Customer will have thirty (30) days from receipt of such notice to elect to have Boeing  manufacture a replacement aircraft under the same terms and conditions of purchase,  except that the calculation of the Escalation Adjustment will be based upon the  scheduled delivery month in effect immediately prior to the date of such notice, or,  failing such election, the applicable purchase agreement will terminate with respect to  such aircraft. Boeing will not be obligated to manufacture a replacement aircraft if  reactivation of the production line for the specific model of aircraft would be required.  7.6 Termination. Termination under this Article will discharge all obligations  and liabilities of Boeing and Customer with respect to any aircraft and all related  undelivered Materials (as defined in Exhibit B, Customer Support Document), training,  services, and other things terminated under the applicable purchase agreement, except  that Boeing will return to Customer, without interest, an amount equal to all advance  payments paid by Customer for the aircraft. If Customer terminates the applicable  purchase agreement as to any aircraft, Boeing may elect, by written notice to Customer  within thirty (30) days, to purchase from Customer any BFE related to the aircraft at the  invoice prices paid, or contracted to be paid, by Customer.  7.7 Exclusive Rights. The termination rights in this Article are in substitution  for all other rights of termination or any claim arising by operation of law due to delays in  performance covered by this Article.  Article 8. Risk Allocation/Insurance.  8.1 Title and Risk with Boeing.  8.1.1 Boeing's Indemnification of Customer. Until transfer of title to an  aircraft to Customer, Boeing will indemnify and hold harmless Customer and Customer's  observers from and against all claims and liabilities, including all expenses and  attorneys' fees incident thereto or incident to establishing the right to indemnification, for  injury to or death of any person(s), including employees of Boeing but not employees of  Customer, or for loss of or damage to any property, including an aircraft, arising out of  or in any way related to the operation of an aircraft during all demonstration and test  





 






WJE-AGTA Page 9  flights conducted under the provisions of the applicable purchase agreement, whether  or not arising in tort or occasioned by the negligence of Customer or any of Customer’s  observers.  8.1.2 Definition of Customer. For the purposes of this Article, Customer  is defined as Allegiant Air, its divisions, subsidiaries, affiliates, the assignees of each,  and their respective directors, officers, employees, and agents.  8.2 Insurance.  8.2.1 Insurance Requirements. Customer will purchase and maintain  insurance acceptable to Boeing and will provide a certificate of such insurance that  names Boeing as an additional insured for any and all claims and liabilities for injury to  or death of any person or persons, including employees of Customer but not employees  of Boeing, or for loss of or damage to any property, including any aircraft, arising out of  or in any way relating to Materials, training, services, or other things provided under  Exhibit B of the AGTA, which will be incorporated by reference into the applicable  purchase agreement, whether or not arising in tort or occasioned by the negligence of  Boeing, except with respect to legal liability to persons or parties other than Customer or  Customer's assignees arising out of an accident caused solely by a product defect in an  aircraft. Customer will provide such certificate of insurance at least thirty (30) days prior  to the scheduled delivery of the first aircraft under a purchase agreement. The  insurance certificate will reference each aircraft delivered to Customer pursuant to each  applicable purchase agreement. Annual renewal certificates will be submitted to Boeing  before the expiration of the policy periods. The form of the insurance certificate,  attached as Appendix I, states the terms, limits, provisions, and coverage’s required by  this Article 8.2.1. The failure of Boeing to demand compliance with this Article 8.2.1 in  any year will not in any way relieve Customer of its obligations hereunder nor constitute  a waiver by Boeing of these obligations.  8.2.2 Noncompliance with Insurance Requirements. If Customer fails to  comply with any of the insurance requirements of Article 8.2.1 or if any of the insurers  fails to pay a claim covered by the insurance or otherwise fails to meet any of insurer’s  obligations required by Appendix I, Customer will provide the same protection to Boeing  as that required by Article 8.2.1 above.  8.2.3 Definition of Boeing. For purposes of this article, Boeing is defined  as The Boeing Company, its divisions, subsidiaries, affiliates, assignees of each, and  their respective directors, officers, employees, and agents.  Article 9. Assignment, Resale, or Lease.  9.1 Assignment. This AGTA and each applicable purchase agreement are for  the benefit of the parties and their respective successors and assigns. No rights or  duties of either party may be assigned or delegated, or contracted to be assigned or  delegated, without the prior written consent of the other party, except:  





 






WJE-AGTA Page 10  9.1.1 Either party may assign its interest to a corporation that (i) results  from any merger, reorganization, or acquisition of such party and (ii) acquires  substantially all the assets of such party;  9.1.2 Boeing may assign any of its rights and duties to any wholly-owned  subsidiary of Boeing.  9.2 Transfer by Customer at Delivery. Boeing will take any requested action  reasonably required for the purpose of causing an aircraft, at time of delivery, to be  subject to an equipment trust, conditional sale, lien, or other arrangement for Customer  to finance the aircraft. However, no such action will require Boeing to divest itself of title  to or possession of the aircraft until delivery of and payment for the aircraft. A sample  form of assignment acceptable to Boeing is attached as Appendix II.  9.3 Post-Delivery Sale or Lease by Customer. If, following delivery of an  aircraft, Customer sells or leases the aircraft (including any sale and lease-back to seller  for financing purposes), Customer may assign some or all of its rights with respect to  the aircraft under the applicable purchase agreement to the purchaser or lessee of such  aircraft, and all such rights will inure to the benefit of such purchaser or lessee effective  upon Boeing's receipt of the written agreement of the purchaser or lessee, in a form  satisfactory to Boeing, to comply with all applicable terms and conditions of the  applicable purchase agreement. Sample forms of notice to Boeing of such assignments  giving examples of language acceptable to Boeing are attached as Appendices III, IV,  VIII, IX and X.  9.4 Notice of Post-Delivery Sale or Lease. Customer will give notice to Boeing  as soon as practicable of the sale or lease of an aircraft, including in the notice the  name of the entity or entities with title and/or possession of such aircraft.  9.5 Exculpatory Clause in Post-Delivery Sale or Lease. If, following the  delivery of an aircraft, Customer sells or leases such aircraft and obtains from the  transferee any form of exculpatory clause protecting Customer from liability for loss of or  damage to the aircraft, and/or related incidental or consequential damages, including  without limitation loss of use, revenue, or profit, Customer shall obtain for Boeing the  purchaser’s or lessee’s written agreement to be bound by terms and conditions  substantially as set forth in Appendix V. This Article 9.5 applies only if purchaser or  lessee has not provided to Boeing the written agreement described in Article 9.3 above.  9.6 Appointment of Agent - Warranty Claims. If, following delivery of an  aircraft, Customer appoints an agent to act directly with Boeing for the administration of  claims relating to the warranties under the applicable purchase agreement, Boeing will  deal with the agent for that purpose, effective upon Boeing's receipt of the agent's  written agreement, in a form satisfactory to Boeing, to comply with all applicable terms  and conditions of the applicable purchase agreement. A sample form of agreement  acceptable to Boeing is attached as Appendix VI.  9.7 No Increase in Boeing Liability. No action taken by Customer or Boeing  relating to the resale or lease of an aircraft or the assignment of Customer's rights under  the applicable purchase agreement will subject Boeing to any liability beyond that in the  





 






WJE-AGTA Page 11  applicable purchase agreement or modify in any way Boeing's obligations under the  applicable purchase agreement.  Article 10. Termination of Purchase Agreements for Certain Events.  10.1 Termination. If either party:  (i) ceases doing business as a going concern, or suspends all or substantially all its business operations, or makes an assignment for the benefit of creditors, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts; or (ii) petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets; commences any legal proceeding such as bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation available for the relief of financially distressed debtors; or becomes the object of any such proceeding, unless the proceeding is dismissed or stayed within a reasonable period, not to exceed sixty (60) days, the other party may terminate any purchase agreement with respect to any  undelivered aircraft, Materials, training, services, and other things by giving written  notice of termination.  10.2 Repayment of Advance Payments. If Customer terminates the applicable  purchase agreement under this Article, Boeing will repay to Customer, without interest,  an amount equal to any advance payments received by Boeing from Customer with  respect to undelivered aircraft.  Article 11. Notices.  All notices required by this AGTA or by any applicable purchase agreement will  be written in English, will be effective on the date of receipt, and will be delivered or  transmitted by any customary means to the appropriate address or number listed below:  Customer Mail: Allegiant Air, LLC  Attention:  Sr VP Corporate Finance and  Treasurer  Email: Robert.Neal@allegiantair.com  Facsimile: 702-851-7301 Telephone: 702-830-8039 





 






WJE-AGTA Page 12  Boeing Delivery or  Courier:  Boeing Commercial Airplanes  1901 Oakesdale Avenue SW  Renton, Washington 98057  U.S.A.  Attention: Vice President - Contracts  Mail Code 21-24  Mail: Boeing Commercial Airplanes  P.O. Box 3707  Seattle, Washington 98124-2207  U.S.A.  Attention: Vice President - Contracts  Mail Code 21-24  Facsimile: (425) 237-1706  Email: BCAG.CorresMgnt@Boeing.com  Article 12. Miscellaneous.  12.1 Government Approval. Boeing and Customer will assist each other in  obtaining any governmental consents or approvals required to effect certification and  sale of aircraft under the applicable purchase agreement.  12.2 Headings. Article and paragraph headings used in this AGTA and in any  purchase agreement are for convenient reference only and are not intended to affect  the interpretation of this AGTA or any purchase agreement.  12.3 GOVERNING LAW. THIS AGTA AND ANY PURCHASE AGREEMENT  WILL BE INTERPRETED UNDER AND GOVERNED BY THE LAWS OF THE STATE  OF WASHINGTON, U.S.A., EXCEPT THAT WASHINGTON'S CHOICE OF LAW  RULES WILL NOT BE INVOKED FOR THE PURPOSE OF APPLYING THE LAW OF  ANOTHER JURISDICTION.  12.4 Waiver/Severability. Failure by either party to enforce any provision of this  AGTA or any purchase agreement will not be construed as a waiver. If any provision of  this AGTA or any provision of any purchase agreement is held unlawful or otherwise  ineffective by a court of competent jurisdiction, the remainder of the AGTA or the  applicable purchase agreement will remain in effect.  12.5 Survival of Obligations. The Articles and Exhibits of this AGTA including  but not limited to those relating to insurance, DISCLAIMER AND RELEASE and the  EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES will survive termination  or cancellation of any purchase agreement or part thereof.  12.6 AGTA Changes. The intent of the AGTA is to simplify the standard  contracting process for terms and conditions which are related to the sale and purchase  of all Boeing aircraft. This AGTA has been mutually agreed to by the parties as of the  date indicated below. From time to time the parties may elect, by mutual agreement to  update, or modify the existing articles as written. If such changes are made, any existing  





 






WJE-AGTA Page 13  executed Purchase Agreement(s) will be governed by the terms and conditions of the  Revision level of the AGTA in effect on the date of the executed Purchase Agreement.  AGREED AND ACCEPTED this  Date  THE BOEING COMPANY ALLEGIANT AIR, LLC  Signature Signature  [...***...]   Printed name Printed name  Attorney-in-Fact   Title Title  Robert Neal Treasurer & SVP Corporate Finance [...***...]  





 






Page 1  EXHIBIT A  to  AIRCRAFT GENERAL TERMS AGREEMENT  WJE-AGTA  between  THE BOEING COMPANY  and  ALLEGIANT AIR, LLC  BUYER FURNISHED EQUIPMENT PROVISIONS  DOCUMENT  





 






WJE-AGTA-EXA Page 2  EXHIBIT A  BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT  1. General. Certain equipment to be installed in the aircraft is furnished to Boeing by Customer at Customer's expense. This equipment is designated Buyer Furnished  Equipment (BFE) and is listed in the Detail Specification. Boeing will provide to  Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an  electronically transmitted BFE Report which may be periodically revised, setting forth  the items, quantities, on-dock dates and shipping instructions relating to the in  sequence installation of BFE as described in the applicable supplemental exhibit to a  purchase agreement at the time of aircraft purchase.  2. Supplier Selection. Customer will: 2.1 Select and notify Boeing of the suppliers of BFE items by those dates  appearing in the applicable supplemental exhibit to a purchase agreement at the time of  aircraft purchase.  2.2 Meet with Boeing and such selected BFE suppliers promptly after such  election to:  2.2.1 complete BFE configuration design requirements for such BFE; and  2.2.2 confirm technical data submittal requirements for BFE certification.  3. Customer's Obligations. Customer will: 3.1 comply with and cause the supplier to comply with the provisions of the  BFE Document or BFE Report; including, without limitation,  3.1.1 deliver technical data (in English) to Boeing as required to support  installation and FAA certification in accordance with the schedule provided by Boeing or  as mutually agreed upon during the BFE meeting referred to in Article 2.2 above;  3.1.2 deliver BFE including production and/or flight training spares and  BFE Aircraft Software to Boeing in accordance with the quantities, schedule, and other  instructions provided therein;  3.1.3 ensure that all BFE Aircraft Software is delivered in compliance with  Boeing’s then current standards for loadable systems; and  3.1.4 ensure that all BFE parts are delivered to Boeing with appropriate  quality assurance documentation;  3.2 authorize Boeing to discuss all details of the BFE directly with the BFE  suppliers;  





 






WJE-AGTA-EXA Page 3  3.3 authorize Boeing to conduct or delegate to the supplier quality source  inspection and supplier hardware acceptance of BFE at the supplier location;  3.3.1 require supplier's contractual compliance to Boeing defined quality  assurance requirements, source inspection programs and supplier delegation programs,  including availability of adequate facilities for Boeing resident personnel; and  3.3.2 ensure that all BFE supplier's quality systems are approved to  Boeing’s then current standards for such systems;  3.4 obtain from supplier a non-exclusive, perpetual, royalty-free, irrevocable  license for Boeing to copy BFE Aircraft Software. The license is needed to enable  Boeing to load the software copies in (i) the aircraft’s mass storage device (MSD),  (ii) media (e.g., diskettes, CD-ROMs, etc.), (iii) the BFE hardware and/or (iv) an intermediate device or other media to facilitate copying of the BFE Aircraft Software into the aircraft’s MSD, BFE hardware and/or media, including media as Boeing may deliver to Customer with the aircraft; 3.5 grant Boeing a license, extending the same rights set forth in  paragraph 3.4 above, to copy: (i) BFE Aircraft Software and data Customer has  modified and/or (ii) other software and data Customer has added to the BFE Aircraft  Software;  3.6 provide necessary field service representation at Boeing's facilities to  support Boeing on all issues related to the installation and certification of BFE;  3.7 obtain, directly from BFE suppliers, the overhaul data, provisioning data,  related product support documentation and any warranty provisions applicable to the  BFE;  3.8 resolve any difficulties that arise, including defective equipment, by  working closely with Boeing and BFE suppliers;  3.9 modify, adjust, calibrate, re-test and/or update BFE and data to the extent  necessary to obtain applicable FAA and U.S. Food and Drug Administration (FDA)  approval and will bear the resulting expenses;  3.10 ensure that a proprietary information agreement is in place between  Boeing and BFE suppliers prior to Boeing providing any documentation to such  suppliers;  3.11 warrant that the BFE will comply with all applicable FARs and FDA  sanitation requirements for installation and use in the aircraft at the time of delivery;  3.12 warrant that the BFE will meet the requirements of the applicable detail  specification; and  3.13 provide equipment which is FAA certifiable at time of aircraft delivery, or  obtain waivers from the applicable regulatory agency for non-FAA certifiable equipment.  4. Boeing's Obligations. Other than as set forth below, Boeing will provide for the installation of and install the BFE and obtain certification of the aircraft with the BFE installed.  





 






WJE-AGTA-EXA Page 4  5. Nonperformance by Customer. If Customer's nonperformance of obligations in this Exhibit and in the applicable supplemental exhibit to a purchase agreement, BFE Document or BFE Report causes a  delay in the delivery of the aircraft or causes Boeing to perform out-of-sequence or  additional work, Customer will reimburse Boeing for all resulting expenses and be  deemed to have agreed to any such delay in aircraft delivery. In addition Boeing will  have the right to:  5.1 provide and install specified equipment or suitable alternate equipment  and increase the price of the aircraft accordingly; and/or  5.2 deliver the aircraft to Customer without the BFE installed.  6. Return of Equipment. BFE not installed in the aircraft will be returned to Customer in accordance with Customer's instructions and at Customer's expense.  7. Title and Risk of Loss. Title to and risk of loss of BFE will at all times remain with Customer or other owner. Boeing will have only such liability for BFE as a bailee for mutual benefit would  have, but will not be liable for loss of use.  8. Interchange of BFE. To properly maintain Boeing’s production flow and to preserve Boeing’s delivery commitments, Boeing reserves the right, if necessary, due to equipment shortages or  failures, to interchange new items of BFE acquired from or for Customer with new items  of the same part numbers acquired from or for other customers of Boeing. Used BFE  acquired from Customer or from other customers of Boeing will not be interchanged.  9. Indemnification of Boeing. Customer hereby indemnifies and holds harmless Boeing from and against all claims and liabilities, including costs and expenses (including attorneys' fees) incident  thereto or incident to successfully establishing the right to indemnification, for injury to or  death of any person or persons, including employees of Customer but not employees of  Boeing, or for loss of or damage to any property, including any aircraft, arising out of or  in any way connected with any nonconformance or defect in any BFE and whether or  not arising in tort or occasioned by the negligence of Boeing. This indemnity will not  apply with respect to any nonconformance or defect caused solely by Boeing's  installation of the BFE.  10. Patent Indemnity. Customer hereby indemnifies and holds harmless Boeing from and against all claims, suits, actions, liabilities, damages and costs arising out of any actual or alleged  infringement of any patent or other intellectual property rights by BFE or arising out of  the installation, sale or use of BFE by Boeing.  





 






WJE-AGTA-EXA Page 5  11. Definitions. For the purposes of the above indemnities, the term Boeing includes The Boeing Company, its divisions, subsidiaries and affiliates, the assignees of each, and their  directors, officers, employees and agents.  





 






Page 1  EXHIBIT B  to  AIRCRAFT GENERAL TERMS AGREEMENT  WJE-AGTA  between  THE BOEING COMPANY  and  ALLEGIANT AIR, LLC  CUSTOMER SUPPORT DOCUMENT  This document contains:  Part 1: Boeing Maintenance and Flight Training Programs; Operations  Engineering Support  Part 2: Field and Engineering Support Services  Part 3: Technical Information and Materials  Part 4: Alleviation or Cessation of Performance  Part 5: Protection of Proprietary Information and Proprietary Materials  





 






WJE-AGTA-EXB Page 2    EXHIBIT B  CUSTOMER SUPPORT DOCUMENT  PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING PROGRAMS;  OPERATIONS ENGINEERING SUPPORT    1. Boeing Training Programs.  1.1 Boeing will provide maintenance training and flight training programs to  support the introduction of a specific model of aircraft into service. The training  programs will consist of general and specialized courses and will be described in a  Supplemental Exhibit to the applicable purchase agreement.   1.2 Boeing will conduct all training at Boeing's primary training facility for the  model of aircraft purchased unless otherwise agreed.  1.3 All training will be presented in the English language. If translation is  required, Customer will provide interpreters.  1.4 Customer will be responsible for all expenses of Customer's personnel.  Boeing may transport Customer's personnel between their local lodging and Boeing's  training facility.  2. Training Planning Conferences.  Customer and Boeing will conduct planning conferences approximately  twelve (12) months before the scheduled delivery month of the first aircraft of a model to  define and schedule the maintenance and flight training programs.  3. Operations Engineering Support.  3.1 As long as an aircraft purchased by Customer from Boeing is operated by  Customer in scheduled revenue service, Boeing will provide operations engineering  support. Such support will include:  3.1.1 assistance with the analysis and preparation of performance data to  be used in establishing operating practices and policies for Customer's operation of  aircraft;  3.1.2 assistance with interpretation of the minimum equipment list, the  definition of the configuration deviation list and the analysis of individual aircraft  performance;  3.1.3 assistance with solving operational problems associated with  delivery and route-proving flights;  3.1.4 information regarding significant service items relating to aircraft  performance or flight operations;  3.1.5 if requested by Customer, Boeing will provide operations  engineering support during an aircraft ferry flight; and  3.1.6 assistance in developing an Extended Operations (ETOPS) plan for  regulatory approval. Upon request, Boeing will provide one on-site visit to Customer’s  





 






WJE-AGTA-EXB Page 3  main base to assist with the development of their ETOPS operational program and to  provide consultation related to ETOPS operational planning. Consultation with  Customer will be based on ground rules and requirements information provided in  advance by Customer.  4. Training at a Facility Other Than Boeing's. If requested by Customer, Boeing will conduct the classroom portions of the maintenance and flight training (except for the Performance Engineer training courses)  at a mutually acceptable alternate training site, subject to the following conditions:  4.1 Customer will provide acceptable classroom space, simulators (as  necessary for flight training) and training equipment required to present the courses;  4.2 Customer will pay Boeing's then current per diem charge for each Boeing  instructor for each day, or fraction thereof, that the instructor is away from their home  location, including travel time;  4.3 Customer will reimburse Boeing for the actual costs of round-trip  transportation for Boeing's instructors and the shipping costs of training Materials  between the primary training facility and the alternate training site;  4.4 Customer will be responsible for all taxes, fees, duties, licenses, permits  and similar expenses incurred by Boeing and its employees as a result of Boeing's  providing training at the alternate site or incurred as a result of Boeing providing  revenue service training; and  4.5 Those portions of training that require the use of training devices not  available at the alternate site will be conducted at Boeing's facility or at some other  alternate site.  5. General Terms and Conditions. 5.1 Boeing flight instructor personnel will not be required to work more than five (5) days per week, or more than eight (8) hours in any one twenty-four (24) hour  period, of which not more than five (5) hours per eight hour workday will be spent in  actual flying. These foregoing restrictions will not apply to ferry assistance or revenue  service training services, which will be governed by FAA rules and regulations.  5.2 Normal Line Maintenance is defined as line maintenance that Boeing  might reasonably be expected to furnish for flight crew training at Boeing's facility, and  will include ground support and aircraft storage in the open, but will not include provision  of spare parts. Boeing will provide Normal Line Maintenance services for any aircraft  while the aircraft is used for flight crew training at Boeing's facility in accordance with the  Boeing Maintenance Plan (Boeing document D6-82076) and the Repair Station  Operation and Inspection Manual (Boeing document D6-25470). Customer will provide  such services if flight crew training is conducted elsewhere. Regardless of the location  of such training, Customer will be responsible for providing all maintenance items (other  than those included in Normal Line Maintenance) required during the training, including,  but not limited to, fuel, oil, landing fees and spare parts.  5.3 If the training is based at Boeing's facility, and the aircraft is damaged  during such training, Boeing will make all necessary repairs to the aircraft as promptly  





 






WJE-AGTA-EXB Page 4  as possible. Customer will pay Boeing's reasonable charge, including the price of parts  and materials, for making the repairs. If Boeing's estimated labor charge for the repair  exceeds Twenty-five Thousand U.S. Dollars ($25,000), Boeing and Customer will enter  into an agreement for additional services before beginning the repair work.  5.4 If the flight training is based at Boeing's facility, several airports in  surrounding states may be used, at Boeing’s option. Unless otherwise agreed in the  flight training planning conference, it will be Customer's responsibility to make  arrangements for the use of such airports.  5.5 If Boeing agrees to make arrangements on behalf of Customer for the use  of airports for flight training, Boeing will pay on Customer's behalf any landing fees  charged by any airport used in conjunction with the flight training. At least thirty (30)  days before flight training, Customer will provide Boeing an open purchase order  against which Boeing will invoice Customer for any landing fees Boeing paid on  Customer's behalf. The invoice will be submitted to Customer approximately sixty (60)  days after flight training is completed, when all landing fee charges have been received  and verified. Customer will pay to Boeing within thirty (30) days of the date of the  invoice.  5.6 If requested by Boeing, in order to provide the flight training or ferry flight  assistance, Customer will make available to Boeing an aircraft after delivery to  familiarize Boeing instructor or ferry flight crew personnel with such aircraft. If flight of  the aircraft is required for any Boeing instructor or ferry flight crew member to maintain  an FAA license for flight proficiency or landing currency, Boeing will be responsible for  the costs of fuel, oil, landing fees and spare parts attributable to that portion of the flight.  5.7 If any part of the training described in Article 1.1 of this Exhibit is not used  by Customer within twelve (12) months after the delivery of the last aircraft under the  relevant purchase agreement, Boeing will not be obligated to provide such training.  





 






WJE-AGTA-EXB Page 5  EXHIBIT B  CUSTOMER SUPPORT DOCUMENT  PART 2: FIELD AND ENGINEERING SUPPORT SERVICES  1. Field Service Representation. Boeing will furnish field service representation to advise Customer with respect to the maintenance and operation of an aircraft (Field Service Representatives).  1.1 Field Service representation will be available at or near Customer’s main  maintenance or engineering facility beginning before the scheduled delivery month of  the first aircraft and ending twelve (12) months after delivery of the last aircraft covered  by a specific purchase agreement.  1.2 Customer will provide at no charge to Boeing suitable enclosed office  space with walls and a lockable door that is separated from other OEMs and the airline,  located at the Customer’s facility or other site as mutually agreed. Customer will provide  the necessary infrastructure (i.e. Local Area Network (LAN) lines) to enable wired high- speed internet capability in the office. As required, Customer will assist each Field  Service Representative with visas, work permits, customs, mail handling, identification  passes and formal introduction to local airport authorities.  1.3 Boeing Field Service Representatives are assigned to various airports  around the world. Whenever Customer's aircraft are operating through any such airport,  the services of Boeing's Field Service Representatives are available to Customer.  2. Engineering Support Services. Boeing will, if requested by Customer, provide technical advisory assistance for any aircraft and Boeing Product (as defined in Part I of Exhibit C). Technical advisory  assistance, provided from a Boeing facility or at a base designated by Customer as  appropriate, will include:  2.1 Operational Problem Support. If Customer experiences operational  problems with an aircraft, Boeing will analyze the information provided by Customer to  determine the probable nature and cause of the problem and to suggest possible  solutions.  2.2 Schedule Reliability Support. If Customer is not satisfied with the schedule  reliability of a specific model of aircraft, Boeing will analyze information provided by  Customer to determine the nature and cause of the problem and to suggest possible  solutions.  2.3 Maintenance Cost Reduction Support. If Customer is concerned that  actual maintenance costs of a specific model of aircraft are excessive, Boeing will  analyze information provided by Customer to determine the nature and cause of the  problem and to suggest possible solutions.  2.4 Aircraft Structural Repair Support. If Customer is designing structural  repairs and desires Boeing's support, Boeing will analyze and comment on Customer's  engineering releases relating to structural repairs not covered by Boeing's Structural  Repair Manual.  





 






WJE-AGTA-EXB Page 6  2.5 Aircraft Modification Support. If Customer is designing aircraft  modifications and requests Boeing's support, Boeing will analyze and comment on  Customer's engineering proposals for changes in, or replacement of, systems, parts,  accessories or equipment manufactured to Boeing's detailed design. Boeing will not  analyze or comment on any major structural change unless Customer's request for such  analysis and comment includes complete detailed drawings, substantiating information  (including any information required by applicable government agencies), all stress or  other appropriate analyses, and a specific statement from Customer of the substance of  the review and the response requested.  2.6 Maintenance Engineering. Boeing will, at Customer’s request, provide  certain maintenance and ground operations support to Customer as further described in  Supplemental Exhibit CS1 to the applicable purchase agreement.  2.7 Post-Delivery Service Support. Boeing will, at Customer's request, perform  work on an aircraft after delivery but prior to the initial departure flight or upon the return  of the aircraft to Boeing's facility prior to completion of that flight. In that event the  following provisions will apply.  2.7.1 Boeing may rely upon the commitment authority of the Customer's  personnel requesting the work.  2.7.2 As title and risk of loss has passed to Customer, the insurance  provisions of Article 8.2 of the AGTA apply.  2.7.3 The provisions of the Boeing warranty in Part 2 of Exhibit C of this  AGTA apply.  2.7.4 Customer will pay Boeing for requested work not covered by the  Boeing warranty, if any.  2.7.5 The DISCLAIMER AND RELEASE and EXCLUSION OF  CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of  Exhibit C of this AGTA apply.  2.8 Additional Services. Boeing may, at Customer's request, provide  additional services for an aircraft after delivery, which may include, but not be limited to,  retrofit kit changes (kits and/or information), training, flight services, maintenance and  repair of aircraft. Such additional services will be subject to a mutually acceptable price,  schedule, scope of work and other applicable terms and conditions. The DISCLAIMER  AND RELEASE and the EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES  provisions in Article 11 of Part 2 of Exhibit C of this AGTA and the insurance provisions  in Article 8.2 of this AGTA will apply to any such work. Title to and risk of loss of any  such aircraft will always remain with Customer.  





 






WJE-AGTA-EXB Page 7  EXHIBIT B  CUSTOMER SUPPORT DOCUMENT  PART 3: TECHNICAL INFORMATION AND MATERIALS  1. General. Materials are defined as any and all items that are created by Boeing or a third party, which are provided directly or indirectly from Boeing and serve primarily to  contain, convey or embody information. Materials may include either tangible  embodiments (for example, documents or drawings), or intangible embodiments (for  example, software and other electronic forms) of information but excludes Aircraft  Software. Aircraft Software is defined as software that is installed on and used in the  operation of the aircraft.  Boeing will furnish to Customer certain Materials to support the maintenance and  operation of the aircraft to Customer. Such Materials will, if applicable, be prepared  generally in accordance with Air Transport Association of America (ATA) iSpec 2200,  entitled "Information Standards for Aviation Maintenance". Materials not covered by  iSpec 2200 will be provided in a structure suitable for the Material’s intended use.  Materials will be in English and in the units of measure used by Boeing to manufacture  an aircraft.  2. Materials Planning Conferences. Customer and Boeing will conduct planning conferences approximately twelve (12) months before the scheduled delivery month of the first aircraft of a model in  order to mutually determine the proper format and quantity of Materials to be furnished  to Customer in support of the aircraft.  Customer may select one Boeing digital format as the delivery medium. Should a  Boeing digital format not be available, Customer may select a reasonable quantity of  printed format.  3. Information and Materials - Incremental Increase. Should the delivery medium be of printed format, until one year after the month of delivery of the last aircraft covered by a specific purchase agreement, Customer may  annually request in writing a reasonable increase in the quantity of printed Materials.  Boeing will provide the additional quantity of printed Materials at no additional charge  beginning with the next normal revision cycle. Customer may request a decrease in  revision quantities at any time.  4. Advance Representative Copies. All advance representative copies of Materials will be selected by Boeing from available sources. Such advance copies will be for advance planning purposes only.  5. Customized Materials. All customized Materials will reflect the configuration of each aircraft as delivered. 





 






WJE-AGTA-EXB Page 8  6. Revisions. 6.1 Revision Service. The schedule for updating certain Materials will be identified in the planning conference. Such updates will reflect changes to Materials  developed by Boeing.  6.2 Revisions Based on Boeing Service Bulletin Incorporation. If Boeing  receives written notice that Customer intends to incorporate, or has incorporated, any  Boeing service bulletin in an aircraft, Boeing will issue revisions to Materials with  revision service reflecting the effects of such incorporation into such aircraft.  7. Supplier Technical Data. 7.1 For supplier-manufactured programmed airborne avionics components and equipment classified as Seller Furnished Equipment (SFE) which contain computer  software designed and developed in accordance with Radio Technical Commission for  Aeronautics Document No. RTCA/DO-178B dated December 1, 1992 (with an errata  issued on March 26, 1999), or later as available, Boeing will request that each supplier  of the components and equipment make software documentation available to Customer.  7.2 The provisions of this Article will not be applicable to items of BFE.  7.3 Boeing will furnish to Customer a document identifying the terms and  conditions of the product support agreements between Boeing and its suppliers  requiring the suppliers to fulfill Customer's requirements for information and services in  support of the specific model of aircraft.  8. Buyer Furnished Equipment Data. Boeing will incorporate BFE maintenance information into the customized Materials providing Customer makes the information available to Boeing at least  nine (9) months prior to the scheduled delivery month of each of Customer’s aircraft  purchased under a purchase agreement. Boeing will incorporate such BFE  maintenance information into the Materials prior to delivery of each such aircraft  reflecting the configuration of that aircraft as delivered. Upon Customer’s request,  Boeing may provide update service after delivery to such information subject to the  terms of Part 2, Article 2.8 (Additional Services). Customer agrees to furnish all BFE  maintenance information in Boeing’s standard digital format if Materials are to be  delivered in Boeing’s standard digital format.  9. Materials Shipping Charges. Boeing will pay the reasonable transportation costs of the Materials. Customer is responsible for any customs clearance charges, duties, and taxes.  10. Customer's Shipping Address. The Materials furnished to Customer hereunder are to be sent to a single address to be specified. Customer will promptly notify Boeing of any change to the  address.  





 






WJE-AGTA-EXB Page 9  EXHIBIT B  CUSTOMER SUPPORT DOCUMENT  PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE  1. Boeing will not be required to provide any services, training or other things at a facility designated by Customer if any of the following conditions exist: 1.1 a labor stoppage or dispute in progress involving Customer;  1.2 wars or warlike operations, riots or insurrections in the country where the  facility is located;  1.3 any condition at the facility which, in the opinion of Boeing, is detrimental  to the general health, welfare or safety of its personnel or their families;  1.4 the United States Government refuses permission to Boeing personnel or  their families to enter into the country where the facility is located, or recommends that  Boeing personnel or their families leave the country; or  1.5 After the location of Boeing personnel at the facility, Boeing further  reserves the right, upon the occurrence of any of such events, to immediately and  without prior notice to Customer relocate its personnel and their families.  1.6 Boeing will not be required to provide any Materials at a facility designated  by Customer if the United States Government refuses permission to Boeing to deliver  Materials to the country where the facility is located.  





 






WJE-AGTA-EXB Page 10  EXHIBIT B  CUSTOMER SUPPORT DOCUMENT  PART 5: PROTECTION OF PROPRIETARY INFORMATION  AND PROPRIETARY MATERIALS  1. General. All Materials provided by Boeing to Customer and not covered by a Boeing CSGTA or other agreement between Boeing and Customer defining Customer's right to  use and disclose the Materials and included information will be covered by, and subject  to the terms of this AGTA. Title to all Materials containing, conveying or embodying  confidential, proprietary or trade secret information (Proprietary Information)  belonging to Boeing or a third party (Proprietary Materials), will at all times remain with  Boeing or such third party. Customer will treat all Proprietary Materials and all  Proprietary Information in confidence and use and disclose the same only as specifically  authorized in this AGTA.  2. License Grant. Boeing grants to Customer a worldwide, non-exclusive, non-transferable license to use and disclose Proprietary Materials in accordance with the terms and conditions of  this AGTA. Customer is authorized to make copies of Materials (except for Materials  bearing the copyright legend of a third party), and all copies of Proprietary Materials will  belong to Boeing and be treated as Proprietary Materials under this AGTA. Customer  will preserve all proprietary legends, and all copyright notices on all Materials and insure  the inclusion of those legends and notices on all copies.  3. Use of Proprietary Materials and Proprietary Information. Customer is authorized to use Proprietary Materials and Proprietary Information for the purpose of: (i) operation, maintenance, repair, or modification of Customer's  aircraft for which the Proprietary Materials and Proprietary Information have been  specified by Boeing and (ii) development and manufacture of training devices and  maintenance tools for use by Customer.  4. Providing of Proprietary Materials to Contractors. Customer is authorized to provide Proprietary Materials to Customer's contractors for the sole purpose of maintenance, repair, or modification of Customer's  aircraft for which the Proprietary Materials have been specified by Boeing. In addition,  Customer may provide Proprietary Materials to Customer's contractors for the sole  purpose of developing and manufacturing training devices and maintenance tools for  Customer's use. Before providing Proprietary Materials to its contractor, Customer will  first obtain a written agreement from the contractor by which the contractor agrees (i) to  use the Proprietary Materials only on behalf of Customer, (ii) to be bound by all of the  restrictions and limitations of this Part 5, and (iii) that Boeing is a third party beneficiary  under the written agreement. Customer agrees to provide copies of all such written  agreements to Boeing upon request and be liable to Boeing for any breach of those  agreements by a contractor. A sample agreement acceptable to Boeing is attached as  Appendix VII.  





 






WJE-AGTA-EXB Page 11  5. Providing of Proprietary Materials and Proprietary Information to Regulatory  Agencies.  When and to the extent required by a government regulatory agency having  jurisdiction over Customer or an aircraft, Customer is authorized to provide Proprietary  Materials and to disclose Proprietary Information to the agency for use in connection  with Customer's operation, maintenance, repair, or modification of such aircraft.  Customer agrees to take all reasonable steps to prevent the agency from making any  distribution, disclosure, or additional use of the Proprietary Materials and Proprietary  Information provided or disclosed. Customer further agrees to notify Boeing immediately  upon learning of any (i) distribution, disclosure, or additional use by the agency,  (ii) request to the agency for distribution, disclosure, or additional use, or (iii) intention  on the part of the agency to distribute, disclose, or make additional use of Proprietary  Materials or Proprietary Information.    





 






Page 1  EXHIBIT C  to  AIRCRAFT GENERAL TERMS AGREEMENT  WJE-AGTA  between  THE BOEING COMPANY  and  ALLEGIANT AIR, LLC  PRODUCT ASSURANCE DOCUMENT  This document contains:  Part 1: Exhibit C Definitions  Part 2: Boeing Product Warranty  Part 3: Boeing Service Life Policy  Part 4: Supplier Warranty Commitment  Part 5: Boeing Interface Commitment  Part 6 Boeing Indemnities against Patent and Copyright Infringement  





 






WJE-AGTA-EXC Page 2  EXHIBIT C  PRODUCT ASSURANCE DOCUMENT  PART 1: DEFINITIONS  Authorized Agent - Agent appointed by Customer to perform corrections and to  administer warranties (see Appendix VI to the AGTA for a form acceptable to Boeing).  Average Direct Hourly Labor Rate - The average hourly rate (excluding all  fringe benefits, premium-time allowances, social charges, business taxes and the like)  paid by Customer to its Direct Labor employees.  Boeing Product - Any system, accessory, equipment, part or Aircraft Software  that is manufactured by Boeing or manufactured to Boeing's detailed design with  Boeing’s authorization.  Boeing Warranty - The organization within Boeing responsible for administration  of warranties between Boeing and Customer.  Correct(s) - To repair, modify, provide modification kits or replace with a new  product.  Correction - A repair, a modification, a modification kit or replacement with a  new product.   Corrected Boeing Product - A Boeing Product which is free of defect as a result  of a Correction.   Direct Labor - Labor spent by Customer’s direct labor employees to access,  remove, disassemble, modify, repair, inspect and bench test a defective Boeing  Product, and to reassemble, reinstall a Corrected Boeing Product and perform final  inspection and testing.  Direct Materials - Items such as parts, gaskets, grease, sealant and adhesives,  installed or consumed in performing a Correction, excluding allowances for  administration, overhead, taxes, customs duties and the like.  Rogue Unit - A Boeing Product, on which an unscheduled removal due to  breach of warranty occurs three (3) or more times both (i) within the warranty period and  (ii) within either twelve (12) consecutive months or one thousand (1,000) consecutive operating hours. Specification Control Drawing (SCD) - A Boeing document defining  specifications for certain Supplier Products.  Supplier - The manufacturer of a Supplier Product.  Supplier Product - Any system, accessory, equipment, Part or Aircraft Software  that is not manufactured to Boeing's detailed design. This includes but is not limited to  parts manufactured to a SCD, all standards, and other parts obtained from non-Boeing  sources.  





 






WJE-AGTA-EXC Page 3  EXHIBIT C  PRODUCT ASSURANCE DOCUMENT  PART 2: BOEING PRODUCT WARRANTY    1. Applicability.  This warranty applies to all Boeing Products. Warranties applicable to Supplier  Products are in Part 4. Warranties applicable to engines will be provided by  Supplemental Exhibits to purchase agreements.  2. Warranty.  2.1 Coverage. Boeing warrants that at the time of delivery:  (i) the aircraft will conform to the Detail Specification  except for portions stated to be estimates,  approximations or design objectives;  (ii) all Boeing Products will be free from defects in  material, process of manufacture and workmanship,  including the workmanship utilized to install Supplier  Products, engines and BFE, and;  (iii) all Boeing Products will be free from defects in  design, including selection of materials and the  process of manufacture, in view of the state of the art  at the time of design.  2.2 Exceptions. The following conditions do not constitute a defect under this  warranty:  (i) conditions resulting from normal wear and tear;  (ii) conditions resulting from acts or omissions of  Customer; and  (iii) conditions resulting from failure to properly service  and maintain a Boeing Product.  3. Warranty Periods.  3.1 Warranty. The warranty period begins on the date of aircraft or Boeing  Product delivery (Delivery) and ends at the applicable time specified in  subsections 3.1 (i) through 3.1 (iii) below:  (i) for all Boeing aircraft models except 767, the warranty  period ends forty-eight (48) months after Delivery;  (ii) for a Boeing Product installed at the time of delivery in  a 787 model aircraft but not inspected during the  initial forty-eight (48) month warranty period, the  warranty period continues until the date upon which  Customer first inspects such Boeing Product pursuant  to its Boeing Maintenance Planning Data Document  





 






WJE-AGTA-EXC Page 4  but not later than twelve (12) years after Delivery of  such 787 aircraft;   (iii) for Boeing aircraft model 767, the warranty period ends thirty-six (36) months after Delivery. 3.2 Warranty on Corrected Boeing Products. The warranty period applicable  to a Corrected Boeing Product will begin on the date of delivery of the Corrected Boeing  Product or date of delivery of the kit or kits furnished to Correct the Boeing Product and  will be for the period specified immediately below:  (i) For Corrected Boeing Products which have been Corrected because of a defect in material, the applicable warranty period is the remainder of the initial warranty period for the defective Boeing Product. (ii) For Corrected Boeing Products which have been Corrected because of defect in workmanship, the applicable warranty period is the remainder of the initial warranty or twelve (12) months following the date of delivery of the Corrected Boeing Product, whichever is longer. (iii) For Corrected Boeing Products which have been Corrected because of a defect in design, the applicable warranty period is eighteen (18) months or the remainder of the initial warranty period, whichever is longer. 3.3 Survival of Warranties. All warranty periods are stated above. The  Performance Guarantees will not survive delivery of the aircraft.  4. Remedies. 4.1 Correction Options. Customer may, at its option, either perform a Correction of a defective Boeing Product or return the Boeing Product to Boeing for  Correction. During the warranty period, Boeing will not charge Customer for tests on  Boeing Products returned to Boeing for Correction on which Boeing is unable to confirm  the failure claimed, provided:  (i) Boeing's written instructions were followed by the Customer for testing the Boeing Product prior to its return to Boeing, and (ii) Customer’s claim includes all applicable documentation of such tests with the returned Boeing Product, including but not limited to: Central Maintenance Computer (CMC), Flight Maintenance Computer System, (FMCS), Fault Isolation Manual (FIM), Engine Indicating and Crew Alerting System (EICAS) or Built In Test Equipment (BITE) messages. 





 






WJE-AGTA-EXC Page 5  4.2 Warranty Inspections. In addition to the remedies to Correct defects in  Boeing Products described in Article 7.3, below, Boeing will reimburse Customer for the  cost of Direct Labor to perform certain inspections of the aircraft to determine the  occurrence of a condition Boeing has identified as a covered defect, provided the  inspections are recommended by a service bulletin or service letter issued by Boeing  during the warranty period.  Such reimbursement will not apply to any inspections performed after a  Correction is available to Customer and Customer has had a reasonable time to  incorporate the Correction, given the Customer’s fleet size and maintenance schedule.  4.3 Rogue Units.  4.3.1 Upon written request, Boeing will lend Customer at no charge an  interchangeable Boeing Product in exchange for a Rogue Unit. Within ten (10) calendar  days of its receipt of the loaned Boeing Product, Customer will ship the Rogue Unit to  Boeing. Customer will provide with the Rogue Unit verification of the following  requirements:  (i) The removed Boeing Product failed three (3) times  within twelve (12) consecutive months or one  thousand (1,000) consecutive operating hours during  the warranty period following initial delivery,  (ii) Removals were performed in compliance with flight or  maintenance manuals approved by the FAA or the  comparable regulatory agency for the country in  which the aircraft is registered, and  (iii) Any Corrections or tests to the Boeing Product were  performed by Customer according to the latest  revision of the Boeing Component Maintenance  Manual (CMM), according to written instructions from  Boeing, or by Boeing.  4.3.2 Upon receipt of a Rogue Unit and the required verifications, Boeing  will, at no-charge to Customer, either replace the Rogue Unit with a new Boeing Product  or, if otherwise agreed, allow Customer to retain the loaned, Boeing Product.  5. Discovery and Notice.  5.1 For notice to be effective:  (i) the defect must be discovered during the warranty  period; and  (ii) Boeing Warranty must receive written notice of the  discovery no later than one hundred eighty (180) days  after expiration of the warranty period. The notice  must include sufficient information to substantiate the  claim.  





 






WJE-AGTA-EXC Page 6  5.2 Receipt of Customer's or its Authorized Agent’s notice of the discovery of  a defect secures Customer's rights to remedies under this Exhibit C, even though a  Correction is performed after the expiration of the warranty period.  5.3 Once Customer has given valid notice of the discovery of a defect, a claim  will be submitted as soon as practicable after performance of the Correction.  5.4 Boeing may release service bulletins or service letters advising Customer  of the availability of certain warranty remedies. When such advice is provided,  Customer will be deemed to have fulfilled the requirements for discovery of the defect  and submittal of notice under this Exhibit C as of the in-warranty date specified in  industry support information in a service bulletin or service letter.  6. Filing a Claim. 6.1 Authority to File. Claims may be filed by Customer or its Authorized Agent. Appointment of an Authorized Agent will only be effective upon Boeing's receipt of the  Authorized Agent's express written agreement, in a form satisfactory to Boeing, to be  bound by and to comply with all applicable terms and conditions of this Aircraft General  Terms Agreement.   6.2 Claim Information.  6.2.1 Claimant is responsible for providing sufficient information to  substantiate Customer's rights to remedies under this Exhibit C. Boeing may reject a  claim for lack of sufficient information. At a minimum, such information must include:  (i) identity of claimant; (ii) serial or block number of the aircraft on which the defective Boeing Product was delivered; (iii) part number and nomenclature of the defective Boeing Product; (iv) purchase order number and date of delivery of the defective spare part; (v) description and substantiation of the defect; (vi) date the defect was discovered; (vii) date the Correction was completed; (viii) the total flight hours or cycles accrued, if applicable; (ix) an itemized account of direct labor hours expended in performing the Correction; (x) an itemized account of any direct materials incorporated in the Correction; and (xi) for 787 model aircraft claims submitted after the forty- eight (48) month warranty period, the specific reference within the Boeing Maintenance Planning 





 






WJE-AGTA-EXC Page 7  Data Document to the inspection requirement for such  Boeing Product.  6.2.2 Additional information may be required based on the nature of the  defect and the remedies requested.  6.3 Boeing Claim Processing.  6.3.1 Any claim for a Boeing Product returned by Customer or its  Authorized Agent to Boeing for Correction must accompany the Boeing Product. Any  claim not associated with the return of a Boeing Product must be submitted signed and  in writing directly by Customer or its Authorized Agent to Boeing Warranty by any of the  methods identified in Article 11, “Notice,” of the AGTA or through an internet portal and  process specified by Boeing.  6.3.2 Boeing will promptly review the claim and will give notification of  claim approval or rejection. If the claim is rejected, Boeing will provide a written  explanation.  7. Corrections Performed by Customer or Its Authorized Agent. 7.1 Facilities Requirements. Provided Customer, its Authorized Agent or its third party contractor, as appropriate, are certified by the appropriate Civil Aviation  Authority or Federal Aviation Authority, Customer or its Authorized Agent may, at its  option, Correct defective Boeing Products at its facilities or may subcontract Corrections  to a third party contractor.  7.2 Technical Requirements. All Corrections done by Customer, its Authorized  Agent or a third party contractor must be performed in accordance with Boeing's  applicable service manuals, bulletins or other written instructions, using parts and  materials furnished or approved by Boeing.  7.3 Reimbursement.  7.3.1 Boeing will reimburse Customer’s reasonable costs of Direct  Materials and Direct Labor by credit memorandum (excluding labor hours expended  for overhaul) at Customer’s Warranty Labor Rate to Correct a defective Boeing Product.  Claims for reimbursement must contain sufficient information to substantiate Direct  Labor hours expended and Direct Materials consumed. Customer or its Authorized  Agent may be required to produce invoices for materials.  7.3.2 Customer’s established Warranty Labor Rate will be the greater of  the standard labor rate or one hundred fifty percent (150%) of Customer's Average  Direct Hourly Labor Rate. The standard labor rate paid by Boeing to its customers is  established and published annually. Prior to or concurrently with submittal of Customer's  first claim for Direct Labor reimbursement, Customer may notify Boeing of Customer's  then current Average Direct Hourly Labor Rate and thereafter notify Boeing of any  material change in such rate. Boeing will require information from Customer to  substantiate such rates.  7.3.3 Reimbursement for Direct Labor hours to perform Corrections  stated in a service bulletin will be based on the labor estimates in the service bulletin.  





 






WJE-AGTA-EXC Page 8  7.3.4 Boeing will provide to Customer a single, lump sum credit  memorandum for Customer’s Direct Labor hours expended to incorporate the  Corrections (other than of random anomalies) identified in service bulletins and service  letters in all in-warranty aircraft covered by such service bulletins or service letters after  Customer’s submission of a warranty claim and verification of the incorporation of such  Corrections with respect to the first affected in-warranty aircraft. Such credit memoranda  will not be provided in response to any other requests for reimbursement including,  without limitation, those arising out of program letters or other special offers provided by  Boeing.  7.3.5 Boeing will reimburse Customer’s reasonable freight charges  associated with a Correction of a defect on a Boeing Product performed by its  Authorized Agent or a third party contractor.  7.3.6 Maximum Reimbursement. Unless previously agreed in writing, the  maximum reimbursement for Direct Labor and Direct materials for repair of a defective  Boeing Product will not exceed sixty-five percent (65%) of Boeing’s then current sales  price for a new replacement Boeing Product. Inspection, removal, reinstallation labor,  final testing, inspection and transportation costs are separate and are not to be included  in the cost elements used to determine the sixty-five percent (65%) limit. By mutual  agreement between Customer and Boeing, Boeing may provide a replacement Product  to Customer in lieu of credit reimbursement.  7.4 Disposition of Defective Boeing Products Beyond Economical Repair.  7.4.1 A defective Boeing Product found to be beyond economical repair  (see paragraph 7.3.6) will be retained for a period of thirty (30) days from the date  Boeing receives Customer's claim. During the thirty (30) day period, Boeing may  request return of such Boeing Products for inspection and confirmation of a defect.  7.4.2 After the thirty (30) day period, a defective Boeing Product with a  value of Four Thousand U.S. Dollars ($4,000) or less may be scrapped without  notification to Boeing. Boeing will reimburse Customer or its Authorized Agent for the  charge for any item determined to be defective under this Aircraft General Terms  Agreement. If such Boeing Product has a value greater than Four Thousand U.S.  Dollars ($4,000), Customer must obtain confirmation of unrepairability by Boeing's on- site field service representative prior to scrapping. Confirmation may be in the form of  the representative's signature on Customer's claim or through direct communication  between the representative and Boeing Warranty.  8. Corrections Performed by Boeing.  8.1 Freight Charges. Customer or its Authorized Agent will pre-pay freight  charges to return a Boeing Product to Boeing. If during the period of the applicable  warranty Boeing determines the Boeing Product to be defective, Boeing will pre-pay  shipping charges to return the Corrected Boeing Product. Boeing will reimburse  Customer or its Authorized Agent for freight charges for Boeing Products returned to  Boeing for Correction and determined to be defective.  8.2 Customer Instructions. The documentation shipped with the returned  defective Boeing Product may include specific technical instructions for additional work  





 






WJE-AGTA-EXC Page 9  to be performed on the Boeing Product. The absence of such instructions will evidence  Customer's authorization for Boeing to perform all necessary Corrections and work  required to return the Boeing Product to a serviceable condition.  8.3 Correction Time Objectives.  8.3.1 Boeing's objective for making Corrections is ten (10) working days  for avionics and electronic Boeing Products, thirty (30) working days for Corrections of  other Boeing Products performed at Boeing's facilities and forty (40) working days for  Corrections of other Boeing Products performed at a Boeing subcontractor's facilities.  The objectives are measured from the date Boeing receives the defective Boeing  Product and a valid claim to the date Boeing ships the Corrected Boeing Product.  8.3.2 If Customer has a critical parts shortage because Boeing has  exceeded a Correction time objective and Customer has procured spare Boeing  Products for the defective Boeing Product in quantities shown in Boeing's  Recommended Spare Parts List (RSPL) then Boeing will either expedite the Correction  or provide an interchangeable Boeing Product, on a no charge loan basis, until the  Corrected Boeing Product is returned.  8.4 Title Transfer and Risk of Loss.  8.4.1 Title to and risk of loss of any Boeing Product returned to Boeing  will at all times remain with Customer or any other title holder of such Boeing Product.  While Boeing has possession of the returned Boeing Product, Boeing will have only  such liabilities as a bailee for mutual benefit would have but will not be liable for loss of  use.  8.4.2 If a Correction requires shipment of a new Boeing Product, then at  the time Boeing ships the new Boeing Product, title to and risk of loss for the returned  Boeing Product will pass to Boeing, and title to and risk of loss for the new Boeing  Product will pass to Customer.  9. Returning an Aircraft. 9.1 Conditions. An aircraft may be returned to Boeing's facilities for Correction only if:  (i) Boeing and Customer agree a covered defect exists; (ii) Customer lacks access to adequate facilities, equipment or qualified personnel to perform the Correction; and (iii) it is not practical, in Boeing's estimation, to dispatch Boeing personnel to perform the Correction at a remote site. 9.2 Correction Costs. Boeing will perform the Correction at no charge to  Customer. Subject to the conditions of Article 9.1, Boeing will reimburse Customer for  the costs of fuel, oil, other required fluids and landing fees incurred in ferrying the  aircraft to Boeing and back to Customer's facilities. Customer will minimize the length of  both flights.   





 






WJE-AGTA-EXC Page 10  9.3 Separate Agreement. Prior to the return of an aircraft to Boeing, Boeing  and Customer will enter into a separate agreement covering return of the aircraft and  performance of the Correction. Authorization by Customer for Boeing to perform  additional work that is not part of the Correction must be received within twenty-four (24)  hours of Boeing’s request. If such authorization is not received within twenty-four (24)  hours, Customer will be invoiced for work performed by Boeing that is not part of the  Correction.  10. Insurance.  The provisions of Article 8.2 "Insurance", of this AGTA, will apply to any work  performed by Boeing in accordance with Customer's specific technical instructions to  the extent any legal liability of Boeing is based upon the content of such instructions.  11. Disclaimer and Release; Exclusion of Liabilities.  11.1 DISCLAIMER AND RELEASE. THE WARRANTIES, OBLIGATIONS AND  LIABILITIES OF BOEING AND THE REMEDIES OF CUSTOMER IN THIS EXHIBIT C  ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY  WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES,  OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS  AND REMEDIES OF CUSTOMER AGAINST BOEING, EXPRESS OR IMPLIED,  ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE  OR DEFECT IN ANY AIRCRAFT, MATERIALS, TRAINING, SERVICES OR OTHER  THING PROVIDED UNDER THIS AGTA AND THE APPLICABLE PURCHASE  AGREEMENT, INCLUDING, BUT NOT LIMITED TO:  (i) ANY IMPLIED WARRANTY OF MERCHANTABILITY  OR FITNESS;  (ii) ANY IMPLIED WARRANTY ARISING FROM  COURSE OF PERFORMANCE, COURSE OF  DEALING OR USAGE OF TRADE;  (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR  REMEDY IN TORT, WHETHER OR NOT ARISING  FROM THE NEGLIGENCE OF BOEING; AND  (iv) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR  REMEDY FOR LOSS OF OR DAMAGE TO ANY  AIRCRAFT.  11.2 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING  WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT  (INCLUDING WARRANTY), TORT, WHETHER OR NOT ARISING FROM THE  NEGLIGENCE OF BOEING, OR OTHERWISE, FOR LOSS OF USE, REVENUE OR  PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES  WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT,  MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THIS  AGTA AND THE APPLICABLE PURCHASE AGREEMENT.  





 






WJE-AGTA-EXC Page 11  11.3 Definitions. For the purpose of this Article, "BOEING" or "Boeing" is  defined as The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of  each, and their respective directors, officers, employees and agents.  





 






WJE-AGTA-EXC Page 12  EXHIBIT C  PRODUCT ASSURANCE DOCUMENT  PART 3: BOEING SERVICE LIFE POLICY  1. Definitions. Service Life Policy (SLP) Component - any of the primary structural elements (excluding industry standard parts), such as landing gear, wing, fuselage, vertical or  horizontal stabilizer, listed in the applicable purchase agreement for a specific model of  aircraft, either installed in the aircraft at time of delivery or purchased from Boeing by  Customer as a spare part. The detailed SLP Component listing will be in Supplemental  Exhibit SLP1 to each Purchase Agreement.  2. Service Life Policy. 2.1 SLP Commitment. If a failure is discovered in a SLP Component within the time periods specified in Article 2.2 below, Boeing will provide Customer a replacement  SLP Component at the price calculated pursuant to Article 3, below.  2.2 SLP Policy Periods.  2.2.1 The policy period for SLP Components initially installed on an  aircraft is twelve (12) years after the date of delivery of the aircraft except that for SLP  Components initially installed on a 787 aircraft the policy period is fifteen (15) years  after the date of delivery of the aircraft.  2.2.2 The policy period for SLP Components purchased from Boeing by  Customer as spare parts is twelve (12) years from delivery of such SLP Component or  twelve (12) years from the date of delivery of the last aircraft produced by Boeing of a  specific model, whichever first expires, except that for the 787 aircraft such policy period  is fifteen (15) years from delivery of such SLP Component or fifteen (15) years from the  date of delivery of the last 787 aircraft produced by Boeing, whichever first expires.  3. Price. The price Customer will pay for replacement of a failed SLP Component will be calculated pursuant to the following formulas:  (i) For 787 aircraft only: P = C(T-48)  132  where:  P = price to Customer for the replacement part  C = SLP Component sales price at time of replacement  T = total age in months of the failed SLP Component from the date of  delivery to Customer to the date of discovery of such condition and  is greater than 48.  (ii) For all other aircraft models: P = CT  144  where:  





 






WJE-AGTA-EXC Page 13  P = price to Customer for the replacement part  C = SLP Component sales price at time of replacement  T = total age in months of the failed SLP Component from the date of  delivery to Customer to the date of discovery of such condition.  4. Conditions. Boeing's obligations under this Part 3 of Exhibit C, “Boeing Service Life Policy,” (Policy) are conditioned upon the following:  4.1 Customer must notify Boeing in writing of the failure within three (3)  months after it is discovered.  4.2 Customer must provide reasonable evidence that the claimed failure is  covered by this Policy and if requested by Boeing, that such failure was not the result of:  (i) a defect or failure in a component not covered by this Policy, (ii) an extrinsic force, (iii) an act or omission of Customer, or (iv) operation or maintenance contrary to applicable governmental regulations or Boeing's instructions. 4.3 If return of a failed SLP Component is practicable and requested by  Boeing, Customer will return such SLP Component to Boeing at Boeing's expense.  4.4 Customer's rights and remedies under this Policy are limited to the receipt  of a Correction pursuant to Article 2 above.  5. Disclaimer and Release; Exclusion of Liabilities. This Part 3 and the rights and remedies of Customer and the obligations of Boeing are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF  CONSEQUENTIAL AND OTHER DAMAGES provisions of Article 11 of Part 2 of this  Exhibit C.  





 






WJE-AGTA-EXC Page 14  EXHIBIT C  PRODUCT ASSURANCE DOCUMENT  PART 4: SUPPLIER WARRANTY COMMITMENT  1. Supplier Warranties and Supplier Patent and Copyright Indemnities. Boeing will use diligent efforts to obtain warranties and indemnities against patent and copyright infringement enforceable by Customer from Suppliers of Supplier  Products (except for BFE and engines) installed on the aircraft at the time of delivery  that were selected and purchased by Boeing, but not manufactured to Boeing's detailed  design. Boeing will furnish copies of the warranties and patent and copyright  indemnities to Customer contained in Supplier Product Support and Assurance  Agreements, prior to the scheduled delivery month of the first aircraft under the initial  purchase agreement to the AGTA.  2. Boeing Assistance in Administration of Supplier Warranties. Customer will be responsible for submitting warranty claims directly to Suppliers; however, if Customer experiences problems enforcing any Supplier warranty obtained  by Boeing for Customer, Boeing will conduct an investigation of the problem and assist  Customer in the resolution of those claims.  3. Boeing Support in Event of Supplier Default. 3.1 If the Supplier defaults in the performance of a material obligation under its warranty, and Customer provides evidence to Boeing that a default has occurred,  then Boeing will furnish the equivalent warranty terms as provided by the defaulting  Supplier.  3.2 At Boeing's request, Customer will assign to Boeing, and Boeing will be  subrogated to, its rights against the Supplier provided by the Supplier warranty.  





 






WJE-AGTA-EXC Page 15  EXHIBIT C  PRODUCT ASSURANCE DOCUMENT  PART 5: BOEING INTERFACE COMMITMENT  1. Interface Problems. An Interface Problem is defined as a technical problem in the operation of an aircraft or its systems experienced by Customer, the cause of which is not readily  identifiable by Customer but which Customer believes to be attributable to either the  design characteristics of the aircraft or its systems or the workmanship used in the  installation of Supplier Products. In the event Customer experiences an Interface  Problem, Boeing will, without additional charge to Customer, promptly conduct an  investigation and analysis to determine the cause or causes of the Interface Problem.  Boeing will promptly advise Customer at the conclusion of its investigation of Boeing's  opinion as to the causes of the Interface Problem and Boeing's recommendation as to  corrective action.  2. Boeing Responsibility. If Boeing determines that the Interface Problem is primarily attributable to the design or installation of any Boeing Product, Boeing will correct the design or  workmanship to the extent of any then existing obligations of Boeing under the  provisions of the applicable Boeing Product warranty.  3. Supplier Responsibility. If Boeing determines that the Interface Problem is primarily attributable to the design or installation of a Supplier Product, Boeing will assist Customer in processing a  warranty claim against the Supplier.  4. Joint Responsibility. If Boeing determines that the Interface Problem is partially attributable to the design or installation of a Boeing Product and partially to the design or installation of a  Supplier Product, Boeing will seek a solution to the Interface Problem through the  cooperative efforts of Boeing and the Supplier and will promptly advise Customer of the  resulting corrective actions and recommendations.  5. General. Customer will, if requested by Boeing, assign to Boeing any of its rights against any supplier as Boeing may require to fulfill its obligations hereunder.  6. Disclaimer and Release; Exclusion of Liabilities. This Part 5 and the rights and remedies of Customer and the obligations of Boeing herein are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF  CONSEQUENTIAL AND OTHER DAMAGES provisions of Article 11 of Part 2 of this  Exhibit C.  





 






WJE-AGTA-EXC Page 16  EXHIBIT C  PRODUCT ASSURANCE DOCUMENT  PART 6: BOEING INDEMNITIES AGAINST PATENT AND COPYRIGHT  INFRINGEMENT  1. Indemnity Against Patent Infringement. Boeing will defend and indemnify Customer with respect to all claims, suits and liabilities arising out of any actual or alleged patent infringement through Customer’s  use, lease or resale of any aircraft or any Boeing Product installed on an aircraft at  delivery.  2. Indemnity Against Copyright Infringement. Boeing will defend and indemnify Customer with respect to all claims, suits and liabilities arising out of any actual or alleged copyright infringement through Customer’s  use, lease or resale of any Boeing created Materials and Aircraft Software installed on  an aircraft at delivery.  3. Exceptions, Limitations and Conditions. 3.1 Boeing's obligation to indemnify Customer for patent infringement will extend only to infringements in countries which, at the time of the infringement, were  party to and fully bound by either: (i) Article 27 of the Chicago Convention on  International Civil Aviation of December 7, 1944, or (ii) the International Convention for  the Protection of Industrial Property (Paris Convention).  3.2 Boeing's obligation to indemnify Customer for copyright infringement is  limited to infringements in countries which, at the time of the infringement, are members  of The Berne Union and recognize computer software as a "work" under The Berne  Convention.  3.3 The indemnities provided under this Part 6 will not apply to any BFE,  engines, Supplier Product, Boeing Product used other than for its intended purpose, or  Aircraft Software not created by Boeing.   3.4 Customer must deliver written notice to Boeing (i) within ten (10) days  after Customer first receives notice of any suit or other formal action against Customer  and (ii) within twenty (20) days after Customer first receives any other allegation or  written claim of infringement covered by this Part 6.  3.5 At any time, Boeing will have the right at its option and expense to:  (i) negotiate with any party claiming infringement, (ii) assume or control the defense of any infringement allegation, claim, suit or formal action, (iii) intervene in any infringement suit or formal action, and/or (iv) attempt to resolve any claim of infringement by replacing an allegedly infringing Boeing Product or Aircraft Software with a non-infringing equivalent. 3.6 Customer will promptly furnish to Boeing all information, records and  assistance within Customer’s possession or control which Boeing considers relevant or  material to any alleged infringement covered by this Part 6.  





 






WJE-AGTA-EXC Page 17  3.7 Except as required by a final judgment entered against Customer by a  court of competent jurisdiction from which no appeals can be or have been filed,  Customer will obtain Boeing's written approval prior to paying, committing to pay,  assuming any obligation or making any material concession relative to any infringement  covered by these indemnities.  3.8 BOEING WILL HAVE NO OBLIGATION OR LIABILITY UNDER THIS  PART 6 FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER  INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE OBLIGATIONS OF BOEING  AND REMEDIES OF CUSTOMER IN THIS PART 6 ARE EXCLUSIVE AND IN  SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES AND  RENOUNCES ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF  BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER  AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE,  WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT, COPYRIGHT OR OTHER  INTELLECTUAL PROPERTY INFRINGEMENT OR THE LIKE BY ANY AIRCRAFT,  AIRCRAFT SOFTWARE, MATERIALS, TRAINING, SERVICES OR OTHER THING  PROVIDED UNDER THIS AGTA AND THE APPLICABLE PURCHASE AGREEMENT.  3.9 For the purposes of this Part 6, "BOEING or Boeing" is defined as The  Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each and their  respective directors, officers, employees and agents.  





 






Appendix I  SAMPLE  Insurance Broker’s Letterhead  WJE-AGTA-APPEND Appendix I Page A-1  Date: +  Certificate of Insurance  ISSUED TO: The Boeing Company  Post Office Box 3707  Mail Code 13-57  Seattle, Washington 98124  Attn: Manager - Aviation Insurance for  Vice President - Employee Benefits,  Insurance and Taxes  CC: Boeing Commercial Airplanes  P.O. Box 3707  Mail Code 21-34  Seattle, Washington 98124-2207  U.S.A.  Attn: Vice President - Contracts  NAMED INSURED: Allegiant Air, LLC  We hereby certify that in our capacity as Brokers to the Named Insured, the  following described insurance is in force on this date:  Insurer Policy No. Participation  POLICY PERIOD: From [Date and time of inception of the Policy(ies)] to [Date and  time of expiration].  GEOGRAPHICAL LIMITS: Worldwide (however, as respects "Aircraft Hull War and  Allied Perils" Insurance, as agreed by Boeing).  AIRCRAFT INSURED: All Boeing manufactured aircraft owned or operated by the  Named Insured which are the subject of the following purchase agreement(s), entered  into between The Boeing Company and _________________ (hereinafter Aircraft):  Purchase Agreement No. __________ dated __________, 20_____  Purchase Agreement No. __________ dated __________, 20_____  COVERAGES:  1. Aircraft "all risks" Hull (Ground and Flight) 2. Aircraft Hull War and Allied Perils (as per LSW 555, or its successor wording) 3. Airline Liability 





 






Appendix I  SAMPLE  Insurance Broker’s Letterhead  WJE-AGTA-APPEND Appendix I Page A-2  Including, but not limited to, Bodily Injury, Property Damage, Aircraft Liability,  Liability War Risks, Passenger Legal Liability, Premises Liability, Completed  Operations, Products Liability, Baggage Legal Liability (checked and unchecked), Cargo  Legal Liability, Contractual Liability and Personal Injury.  The above-referenced Airline Liability insurance coverage is subject to War and  Other Perils Exclusion Clause (AV48B) but all sections, other than Section (b) are  reinstated as per AV52C, or their successor endorsements.  LIMITS OF LIABILITY: To the fullest extent of the Policy limits that the Named Insured  carries from the time of delivery of the first Aircraft under the first Purchase Agreement  listed under "Aircraft Insured" and thereafter at the inception of each policy period, but in  any event no less than the following:  Combined Single Limit Bodily Injury and Property Damage: U.S. Dollars ($) any  one occurrence each Aircraft (with aggregates as applicable).  737 US $650,000,000  747, 767, 777, & 787 US $900,000,000  (In regard to all other models, to be specified by Boeing).  (In regard to Personal Injury coverage, limits are Twenty-five million U.S. Dollars  ($25,000,000) any one offense, and in the aggregate.)  DEDUCTIBLES / SELF-INSURANCE: Any deductible and/or self-insurance amount  (other than standard market deductibles) are to be disclosed and agreed by Boeing.  SPECIAL PROVISIONS APPLICABLE TO BOEING: It is certified that Insurers are  aware of the terms and conditions of WJE-AGTA and the following purchase  agreements:  Purchase Agreement No. __________ dated __________, 20_____  Purchase Agreement No. __________ dated __________, 20_____  Purchase Agreement No. __________ dated __________, 20_____  Each Aircraft manufactured by Boeing which is delivered to the Insured pursuant  to the applicable purchase agreement during the period of effectivity of the policies  represented by this Certificate will be covered to the extent specified herein.  Insurers have agreed to the following:  4. In regard to Aircraft "all risks" Hull Insurance and Aircraft Hull War and Allied Perils Insurance, Insurers agree to waive all rights of subrogation or recourse against 





 






Appendix I  SAMPLE  Insurance Broker’s Letterhead  WJE-AGTA-APPEND Appendix I Page A-3  Boeing in accordance with WJE-AGTA which was incorporated by reference into the  applicable purchase agreement.  5. In regard to Airline Liability Insurance, Insurers agree: 5.1 To include Boeing as an additional insured in accordance with Customer's undertaking in Article 8.2.1 of WJE-AGTA which was incorporated by reference into the  applicable purchase agreement.  5.2 To provide that such insurance will be primary and not contributory nor  excess with respect to any other insurance available for the protection of Boeing;  5.3 To provide that with respect to the interests of Boeing, such insurance will  not be invalidated or minimized by any action or inaction, omission or misrepresentation  by the Insured or any other person or party (other than Boeing) regardless of any  breach or violation of any warranty, declaration or condition contained in such policies;  5.4 To provide that all provisions of the insurance coverages referenced  above, except the limits of liability, will operate to give each Insured or additional  insured the same protection as if there were a separate Policy issued to each.  6. In regard to all of the above referenced policies: 6.1 Boeing will not be responsible for payment, set-off, or assessment of any kind or any premiums in connection with the policies, endorsements or coverages  described herein;  6.2 If a policy is canceled for any reason whatsoever, or any substantial  change is made in the coverage which affects the interests of Boeing or if a policy is  allowed to lapse for nonpayment of premium, such cancellation, change or lapse will not  be effective as to Boeing for thirty (30) days (in the case of war risk and allied perils  coverage seven (7) days after sending, or such other period as may from time to time  be customarily obtainable in the industry) after receipt by Boeing of written notice from  the Insurers or the authorized representatives or Broker of such cancellation, change or  lapse; and  6.3 For the purposes of the Certificate, "Boeing" is defined as The Boeing  Company, its divisions, subsidiaries, affiliates, the assignees of each and their  respective directors, officers, employees and agents.  Subject to the terms, conditions, limitations and exclusions of the relative policies.  [Signature]  Name:  Title:   





 






Appendix II  SAMPLE  Purchase Agreement Assignment  WJE-AGTA-APPEND Appendix II Page A-4  THIS PURCHASE AGREEMENT ASSIGNMENT (Assignment) dated as of  __________, 20_____ is between ____________________, a company organized  under the laws of ____________________ (Assignor) and ____________________, a  company organized under the laws of ____________________ (Assignee). Terms  used herein without definition will have the same meaning as in the Boeing Purchase  Agreement.  Assignor and The Boeing Company, a Delaware corporation (Boeing), are  parties to the Boeing Purchase Agreement, providing, among other things, for the sale  by Boeing to Assignor of certain aircraft, engines and related equipment, including the  Aircraft.  Assignee wishes to acquire the Aircraft and certain rights and interests under the  Boeing Purchase Agreement and Assignor, on the following terms and conditions, is  willing to assign to Assignee certain of Assignor's rights and interests under the Boeing  Purchase Agreement. Assignee is willing to accept such assignment.  It is agreed as follows:  1. Definitions. For all purposes of this Assignment, the following terms will have the following meanings: Aircraft - one Boeing Model _____ aircraft, bearing manufacturer's serial number  __________, together with all engines and parts installed on such aircraft on the  Delivery Date.  Boeing - Boeing will include any wholly-owned subsidiary of Boeing, and its  successors and assigns.  Boeing Purchase Agreement - Purchase Agreement No. __________ dated as  of ____________________ between Boeing and Assignor, as amended, but excluding  ____________________, providing, among other things, for the sale by Boeing to  Assignor of the Aircraft. The Purchase Agreement incorporated by reference Aircraft  General Terms Agreement WJE-AGTA (AGTA).  Delivery Date - the date on which the Aircraft is delivered by Boeing to Assignee  pursuant to and subject to the terms and conditions of the Boeing Purchase Agreement  and this Assignment.  2. Assigned Rights and Obligations. Except to the extent expressly reserved below, Assignor does hereby assign to Assignee all of its rights and interests in and to the Boeing Purchase Agreement, to the extent that the same relate to the Aircraft and the purchase and operation thereof, including, without limitation, in such assignment: [TO BE COMPLETED BY THE PARTIES.] {EXAMPLES  (i) the right upon valid tender to purchase the Aircraft pursuant to the Boeing Purchase Agreement subject to the terms and conditions thereof and the right to 





 






Appendix II  SAMPLE  Purchase Agreement Assignment  WJE-AGTA-APPEND Appendix II Page A-5  take title to the Aircraft and to be named the "Buyer"  in the bill of sale for the Aircraft;  (ii) the right to accept delivery of the Aircraft; (iii) all claims for damages arising as a result of any default under the Boeing Purchase Agreement relating to the Aircraft; (iv) all warranty and indemnity provisions contained in the Boeing Purchase Agreement, and all claims arising thereunder, relating to the Aircraft; and (v) any and all rights of Assignor to compel performance of the terms of the Boeing Purchase Agreement relating to the Aircraft; (vi) all rights to demand and receive all moneys and claims for moneys due to “Customer” under or arising out of the Boeing Purchase Agreement with respect to the Aircraft.} Reserving exclusively to Assignor, however:  {EXAMPLES  (i) all Assignor's rights and interests in and to the Boeing Purchase Agreement to the extent the same relates to aircraft other than the Aircraft, or to any other matters not directly relating to the Aircraft; (ii) all Assignor's rights and interests in or arising out of any advance or other payments or deposits made by Assignor relating to the Aircraft under the Boeing Purchase Agreement and any amounts credited or to be credited or paid or to be paid by Boeing with respect to the Aircraft; (iii) the right to obtain services, training, information and demonstration and test flights pursuant to the Boeing Purchase Agreement; and (iv) the right to maintain plant representatives at Boeing's plant pursuant to the Boeing Purchase Agreement.} Assignee hereby accepts such assignment of rights and the corresponding obligations.  3. Reservation of Rights. Assignor, to the exclusion of Assignee, reserves all rights and powers of “Customer” identified in the Boeing Purchase Agreement relating to the configuration, delivery, and operation of the Aircraft. 4. Notification to Boeing. Boeing will not be deemed to have knowledge of or need recognize the discontinuance of said authorization of Assignor until Boeing receives 





 






Appendix II  SAMPLE  Purchase Agreement Assignment  WJE-AGTA-APPEND Appendix II Page A-6  from Assignor or Assignee written notice terminating the authorization, addressed to its  Vice President - Contracts, Boeing Commercial Airplanes at P.O. Box 3707, Seattle,  Washington 98124, if by mail, or to 425-237-1706, if by facsimile. Boeing may act with  acquittance and conclusively rely on any such notice.  Until such notice has been given,  Boeing may deal solely and exclusively with Assignee. After such notice Boeing may  deal solely and exclusively with Assignor.  5. Continuing Duty to Boeing. It is expressly agreed that: (a) prior to the Delivery Date, the Assignor and Assignee will perform their obligations with respect to the Aircraft to be performed by them on or before such delivery, (b) Assignor will at all times remain liable to Boeing under the Boeing Purchase Agreement to perform all obligations of “Customer” thereunder to the same extent as if this Assignment had not been executed, and (c) the exercise by Assignee of any of the assigned rights will not release Assignor from any of its obligations to Boeing under the Boeing Purchase Agreement, except to the extent that such exercise constitutes performance of such obligations. 6. Risk Allocation Undertaking. Notwithstanding anything contained in this Assignment to the contrary (and without in any way releasing Assignor from any of its obligations under the Boeing Purchase Agreement), Assignee confirms for the benefit of Boeing that, insofar as the provisions of the Boeing Purchase Agreement relate to the Aircraft, in exercising any rights under the Boeing Purchase Agreement, or in making any claim with respect to the Aircraft or other things (including, without limitation, Materials, training and services) delivered or to be delivered, the terms and conditions of the Boeing Purchase Agreement, including, without limitation, the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit C to the Aircraft General Terms Agreement which was incorporated by reference into the Boeing Purchase Agreement and the insurance provisions in Article 8.2 of the Aircraft General Terms Agreement which was incorporated by reference into the Boeing Purchase Agreement therein, will apply to and be binding on Assignee to the same extent as if Assignee had been the original "Customer" thereunder. Assignee further agrees, expressly for the benefit of Boeing, upon the written request of Boeing, Assignee will promptly execute and deliver such further assurances and documents and take such further action as Boeing may reasonably request in order to obtain the full benefits of Assignee's agreements in this paragraph. 7. No Additional Boeing Liability. Nothing contained herein will subject Boeing to any liability to which it would not otherwise be subject under the Boeing Purchase Agreement or modify in any respect the contract rights of Boeing thereunder, or require Boeing to divest itself of title to or possession of the Aircraft or other things until delivery thereof and payment therefore as provided therein. 8. Assignee Nondisclosure Undertaking. Assignee agrees, expressly for the benefit of Boeing and Assignor that it will not disclose, directly or indirectly, any terms of the Boeing Purchase Agreement except as specifically allowed by the terms of the Boeing Purchase Agreement. 





 






Appendix II  SAMPLE  Purchase Agreement Assignment  WJE-AGTA-APPEND Appendix II Page A-7  9. Counterparts. This Assignment may be executed by the parties in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. 10. Governing Law. This Assignment will be governed by, and construed in accordance with, the laws of the State of Washington, except that Washington’s choice of law rules will not be invoked for the purpose of applying the law another jurisdiction. __________________________ __________________________  as Assignor  as Assignee  By _________________________ By _________________________  Name: Name:  Title:  Title:  [If the Assignment is at or after delivery and the Assignment is further assigned  by Assignee in connection with a financing, then the following language needs to  be included. If the Assignment is prior to delivery, please use the form Consent to  Collateral Assignment.]  Attest:  The undersigned, as ///Indenture Trustee/Agent// for the benefit of the Loan  //Participants/Mortgagee/// and as assignee of, and holder of a security interest in, the  estate, right, and interest of the Assignee in and to the foregoing Purchase Agreement  Assignment and the Purchase Agreement pursuant to the terms of a certain //Trust  Indenture/Mortgage// dated as of __________, 20_____, agrees to the terms of the  foregoing Purchase Agreement Assignment and agrees that its rights and remedies  under such //Trust Indenture/Mortgage// will be subject to the terms and conditions of  the foregoing Purchase Agreement Assignment, including, without limitation,  paragraph 5 “Risk Allocation Undertaking”.  [Name of Entity]  as //Indenture Trustee/Agent//  By:____________________________  Name:  Title:  





 






Appendix II  SAMPLE  Purchase Agreement Assignment  WJE-AGTA-APPEND Appendix II Page A-8  CONSENT AND AGREEMENT OF  THE BOEING COMPANY  THE BOEING COMPANY, a Delaware corporation (Boeing), hereby  acknowledges notice of and consents to the foregoing Purchase Agreement  Assignment (Assignment) as it relates to Boeing with respect to the Aircraft. Boeing  confirms to Assignee that: all representations, warranties, indemnities and agreements  of Boeing under the Boeing Purchase Agreement with respect to the Aircraft will,  subject to the terms and conditions thereof and of the Assignment, inure to the benefit  of Assignee to the same extent as if Assignee were originally named "Customer"  therein.  This Consent and Agreement will be governed by, and construed in accordance  with, the law of the State of Washington, excluding the conflict of laws principles thereof.  Dated as of __________, 20_____.  THE BOEING COMPANY  By _________________________  Name:  Title: Attorney-in-Fact  Aircraft Manufacturer’s Serial Number(s) ____________________  





 






Appendix III  SAMPLE  Post-Delivery Sale Notice  WJE-AGTA-APPEND Appendix III Page A-9  Boeing Commercial Airplanes  P.O. Box 3707  Seattle, Washington 98124-2207  U.S.A.  By Courier  1901 Oakesdale Ave. SW  Renton, WA 98057  U.S.A.  Attention: Vice President - Contracts  Mail Code 21-34  In connection with the sale by Allegiant Air, LLC (Seller) to  ____________________ (Purchaser) of the aircraft identified below, reference is made  to Purchase Agreement No. __________ dated as of __________, 20_____, between  The Boeing Company (Boeing) and Seller (Purchase Agreement) under which Seller  purchased certain Boeing Model _____ aircraft, including the aircraft bearing  Manufacturer's Serial No.(s) ____________________ (Aircraft). The Purchase  Agreement incorporated by reference Aircraft General Terms Agreement WJE-AGTA  (AGTA).  Terms used herein without definition will have the same meaning as in the  Purchase Agreement.  Seller has sold the Aircraft, including in that sale the assignment to Purchaser of  all remaining rights related to the Aircraft under the Purchase Agreement. To  accomplish this transfer of rights, as authorized by the provisions of the Purchase  Agreement:  1. Purchaser acknowledges it has reviewed those provisions of the Purchase Agreement related to those rights assigned and agrees to be bound by and comply with all applicable terms and conditions of the Purchase Agreement, including, without limitation, the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit C to the AGTA and the insurance provisions in Article 8.2 of the AGTA. Purchaser further agrees upon the written request of Boeing, to promptly execute and deliver such further assurances and documents and take such further action as Boeing may reasonably request in order to obtain the full benefits of Purchaser’s agreements in this paragraph; and 2. Seller will remain responsible for any payments due Boeing as a result of obligations relating to the Aircraft incurred by Seller to Boeing prior to the effective date of this letter. 





 






Appendix III  SAMPLE  Post-Delivery Sale Notice  WJE-AGTA-APPEND Appendix III Page A-10  We request that Boeing acknowledge receipt of this letter and confirm the  transfer of rights set forth above by signing the acknowledgment and forwarding one  copy of this letter to each of the undersigned.  Very truly yours,  Allegiant Air, LLC PURCHASER  By _______________________  Its _______________________  Dated ____________________  By ______________________  Its ______________________  Dated ___________________  





 






Appendix III  SAMPLE  Post-Delivery Sale Notice  WJE-AGTA-APPEND Appendix III Page A-11  Receipt of the above letter is acknowledged and the assignment of rights under  the Purchase Agreement with respect to the Aircraft described above is confirmed,  effective as of this date.  THE BOEING COMPANY  By _________________________  Its Attorney-in-Fact  Dated _______________________  Aircraft Manufacturer’s Serial Number ____________________  





 






Appendix IV  SAMPLE  Post-Delivery Lease Notice  WJE-AGTA-APPEND Appendix IV Page A-12  Boeing Commercial Airplanes  P.O. Box 3707  Seattle, Washington 98124-2207  U.S.A.  By Courier  1901 Oakesdale Ave. SW  Renton, WA 98057  U.S.A.  Attention: Vice President - Contracts  Mail Code 21-34  In connection with the lease by Allegiant Air, LLC (Lessor) to  ____________________ (Lessee) of the aircraft identified below, reference is made to  Purchase Agreement No. __________ dated as of __________, 20_____, between The  Boeing Company (Boeing) and Lessor (Purchase Agreement) under which Lessor  purchased certain Boeing Model _____ aircraft, including the aircraft bearing  Manufacturer’s Serial No.(s) ____________________ (Aircraft). The Purchase  Agreement incorporated by reference Aircraft General Terms Agreement WJE-AGTA  (AGTA).  Terms used herein without definition will have the same meaning as in the  Purchase Agreement.  Lessor has leased the Aircraft, including in that lease the transfer to Lessee of all  remaining rights related to the Aircraft under the Purchase Agreement. To accomplish  this transfer of rights, as authorized by the provisions of the Purchase Agreement:  1. Lessor authorizes Lessee to exercise, to the exclusion of Lessor, all rights and powers of Lessor with respect to the remaining rights related to the Aircraft under the Purchase Agreement. This authorization will continue until Boeing receives written notice from Lessor to the contrary, addressed to Vice President – Contracts, Mail Code 21-34, Boeing Commercial Airplanes, P.O. Box 3707, Seattle, Washington 98124-2207. Until Boeing receives such notice, Boeing is entitled to deal exclusively with Lessee with respect to the Aircraft under the Purchase Agreement. With respect to the rights and obligations of Lessor under the Purchase Agreement, all actions taken or agreements entered into by Lessee during the period prior to Boeing’s receipt of this notice are final and binding on Lessor. Further, any payments made by Boeing as a result of claims made by Lessee will be made to the credit of Lessee. 2. Lessee accepts the authorization above, acknowledges it has reviewed those provisions of the Purchase Agreement related to the authority granted and agrees to be bound by and comply with all applicable terms and conditions of the Purchase Agreement including, without limitation, the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit C of the AGTA and the insurance provisions in Article 8.2 of the AGTA. Lessee 





 






Appendix IV  SAMPLE  Post-Delivery Lease Notice  WJE-AGTA-APPEND Appendix IV Page A-13  further agrees, upon the written request of Boeing, to promptly execute and deliver such  further assurances and documents and take such further action as Boeing may  reasonably request in order to obtain the full benefits of Lessee’s agreements in this  paragraph.   3. Lessor will remain responsible for any payments due Boeing as a result of obligations relating to the Aircraft incurred by Lessor to Boeing prior to the effective date of this letter. We request that Boeing acknowledges receipt of this letter and confirm the  transfer of rights set forth above by signing the acknowledgment and forwarding one  copy of this letter to each of the undersigned.  Very truly yours,  Allegiant Air, LLC LESSEE  By _______________________  Its _______________________  Dated ____________________  By ______________________  Its ______________________  Dated ___________________  





 






Appendix IV  SAMPLE  Post-Delivery Lease Notice  WJE-AGTA-APPEND Appendix IV Page A-14  Receipt of the above letter is acknowledged and transfer of rights under the  Purchase Agreement with respect to the Aircraft described above is confirmed, effective  as of this date.  THE BOEING COMPANY  By _________________________  Its Attorney-in-Fact  Dated _______________________  Aircraft Manufacturer’s Serial Number ____________________  





 






Appendix V  SAMPLE  Purchaser’s/Lessee’s Agreement  WJE-AGTA-APPEND Appendix V Page A-15  Boeing Commercial Airplanes  P. O. Box 3707  Seattle, Washington 98124-2207  U.S.A.  By Courier  1901 Oakesdale Ave. SW  Renton, WA 98057  U.S.A.  Attention Vice President – Contracts  Mail Code 21-34  In connection with the sale/lease by Allegiant Air, LLC (//Seller/Lessor//) to  ____________________ (//Purchaser/Lessee//) of the aircraft identified below,  reference is made to the following documents:  (i) Purchase Agreement No. _____ dated as of __________, 20_____, between The Boeing Company (Boeing) and //Seller/Lessor// (Purchase Agreement) under which //Seller/Lessor// purchased certain Boeing Model _____ aircraft, including the aircraft bearing Manufacturer’s Serial No.(s) ____________________ (Aircraft); and (ii) Aircraft //Sale/Lease// Agreement dated as of __________, 20_____, between Seller/Lessor and //Purchaser/Lessee// (Aircraft Agreement) under which //Seller/Lessor// is //selling/leasing// the Aircraft. Terms used herein without definition will have the same meaning as in the  Purchase Agreement.  1. //Seller/Lessor// has sold/leased the Aircraft under the Aircraft Agreement, including therein a form of exculpatory clause protecting //Seller/Lessor// from liability for loss of or damage to the aircraft, and/or related incidental or consequential damages, including without limitation loss of use, revenue or profit. 2. Disclaimer and Release; Exclusion of Consequential and Other Damages. 2.1 In accordance with //Seller/Lessor// obligation under Article 9.5 of the AGTA which was incorporated by reference into the Purchase Agreement,  Purchaser/Lessee hereby agrees that:   2.2 DISCLAIMER AND RELEASE. IN CONSIDERATION OF THE  SALE/LEASE OF THE AIRCRAFT, PURCHASER/LESSEE HEREBY WAIVES,  RELEASES AND RENOUNCES ALL WARRANTIES, OBLIGATIONS AND LIABILITIES  OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF  PURCHASER/LESSEE AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY  





 






Appendix V  SAMPLE  Purchaser’s/Lessee’s Agreement  WJE-AGTA-APPEND Appendix V Page A-16  LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT  IN ANY AIRCRAFT, BOEING PRODUCT, MATERIALS, TRAINING, SERVICES OR  OTHER THING PROVIDED UNDER THE AIRCRAFT AGREEMENT, INCLUDING,  BUT NOT LIMITED TO:  (i) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; (ii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING; AND (iv) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT. 2.3 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING  WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT  (INCLUDING WARRANTY), TORT, WHETHER OR NOT ARISING FROM THE  NEGLIGENCE OF BOEING, OR OTHERWISE, FOR LOSS OF USE, REVENUE OR  PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES  WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT,  MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THE  AIRCRAFT AGREEMENT.  2.4 Definitions. For the purpose of this paragraph 2, BOEING or Boeing is  defined as The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of  each, and their respective directors, officers, employees and agents.  Very truly yours,  Allegiant Air, LLC //PURCHASER/LESSEE//  By _______________________  Its _______________________  Dated ____________________  By ______________________  Its ______________________  Dated ___________________  





 






Appendix VI  SAMPLE  Post-Delivery Owner Appointment of Agent - Warranties  WJE-AGTA-APPEND Appendix VI Page A-17  Boeing Commercial Airplanes  P. O. Box 3707  Seattle, Washington 98124-2207  U.S.A.  By Courier  1901 Oakesdale Ave. SW  Renton, WA 98057  U.S.A.  Attention Vice President – Contracts  Mail Code 21-34  Reference is made to Purchase Agreement No. _____ dated as of __________,  20__ (Purchase Agreement), between The Boeing Company (Boeing) and Allegiant  Air, LLC (Customer), under which Customer purchased certain Boeing  Model __________ aircraft including the aircraft bearing Manufacturer's Serial No(s)  _______________ (Aircraft). The Purchase Agreement incorporated by reference  Aircraft General Terms Agreement WJE-AGTA (AGTA).  Terms used herein without definition will have the same meaning as in the  Purchase Agreement.  To accomplish the appointment of an agent, Customer confirms:  1. Customer has appointed _________________________ as agent (Agent) to act directly with Boeing with respect to the remaining warranties under the Purchase Agreement and requests Boeing to treat Agent as Customer for the administration of claims with respect to such warranties; provided however, Customer remains liable to Boeing to perform the obligations of Customer under the Purchase Agreement. 2. Boeing may continue to deal exclusively with Agent concerning the matters described herein unless and until Boeing receives written notice from Customer to the contrary, addressed to Vice President - Contracts, Mail Code 21-34, Boeing Commercial Airplanes, P.O. Box 3707, Seattle, Washington 98124-2207, U.S.A. With respect to the rights and obligations of Customer under the Purchase Agreement, all actions taken by Agent or agreements entered into by Agent during the period prior to Boeing's receipt of such notice are final and binding on Customer. Further, any payments made by Boeing as a result of claims made by Agent will be made to the credit of Agent unless otherwise specified when each claim is submitted. 3. Customer will remain responsible for any payments due Boeing as a result of obligations relating to the Aircraft incurred by Customer to Boeing prior to the effective date of this letter. We request that Boeing acknowledge receipt of this letter and confirm the  appointment of Agent as stated above by signing the acknowledgment and forwarding  one copy of this letter to each of the undersigned.  





 






Appendix VI  SAMPLE  Post-Delivery Owner Appointment of Agent - Warranties  WJE-AGTA-APPEND Appendix VI Page A-18  Very truly yours,  Allegiant Air, LLC  By _______________________  Its _______________________  Dated ____________________  





 






Appendix VI  SAMPLE  Post-Delivery Owner Appointment of Agent - Warranties  WJE-AGTA-APPEND Appendix VI Page A-19  AGENT'S AGREEMENT  Agent accepts the appointment as stated above, acknowledges it has reviewed  the those portions of the Purchase Agreement related to the authority granted it under  the Purchase Agreement and agrees that, in exercising any rights or making any claims  thereunder, Agent will be bound by and comply with all applicable terms and conditions  of the Purchase Agreement including, without limitation, the DISCLAIMER AND  RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in  Article 11 of Part 2 of Exhibit C to the AGTA. Agent further agrees, upon the written  request of Boeing, to promptly execute and deliver such further assurances and  documents and take such further action as Boeing may reasonably request in order to  obtain the full benefits of the warranties under the Purchase Agreement.  Very truly yours,  <AgentName>  Agent  By _______________________  Its _______________________  Dated ____________________  





 






Appendix VI  SAMPLE  Post-Delivery Owner Appointment of Agent - Warranties  WJE-AGTA-APPEND Appendix VI Page A-20  Receipt of the above letter is acknowledged and the appointment of Agent with  respect to the above-described rights under the Purchase Agreement is confirmed,  effective as of this date.  THE BOEING COMPANY  By _______________________  Its _______________________  Dated ____________________  Aircraft Manufacturer’s Serial Number __________  





 






Appendix VII  SAMPLE  Contractor Confidentiality Agreement  WJE-AGTA-APPEND Appendix VII Page A-21  Boeing Commercial Airplanes  P. O. Box 3707  Seattle, Washington 98124-2207  U.S.A.  By Courier  1901 Oakesdale Ave. SW  Renton, WA 98057  U.S.A.  Attention Vice President – Contracts  Mail Code 21-34  This agreement (Agreement) is entered into between  _________________________ (Contractor) and Allegiant Air, LLC (Customer) and  will be effective as of the date set forth below.  In connection with Customer’s provision to Contractor of certain Materials,  Proprietary Materials and Proprietary Information; reference is made to Purchase  Agreement No. _____ dated as of __________ between The Boeing Company  (Boeing) and Customer (Purchase Agreement), which incorporates by this reference  WJE-AGTA.  Terms used herein without definition will have the same meaning as in the  Purchase Agreement.  Boeing has agreed to permit Customer to make certain Materials, Proprietary  Materials and Proprietary Information relating to Customer's Boeing Model _____  aircraft, Manufacturer’s Serial Number _______________, Registration  No. __________ (Aircraft) available to Contractor in connection with Customer's  contract with Contractor to maintain/repair/modify the Aircraft (Contract). In  consideration of the Contract, and as a condition of receiving the Proprietary Materials  and Proprietary Information, Contractor agrees as follows:  1. For purposes of this Agreement: Aircraft Software means software intended to fly with and be utilized in the  operation of an Aircraft, but excludes software furnished by Customer.  Materials means any and all items that are created by Boeing or a Third Party,  are provided directly or indirectly to Contractor from Boeing or from Customer, and  serve primarily to contain, convey or embody information. Materials may include either  tangible forms (for example, documents or drawings) or intangible embodiments (for  example, software and other electronic forms) of information, but excludes Aircraft  Software and software furnished by Customer.  Proprietary Information means any and all proprietary, confidential and/or trade  secret information owned by Boeing or a Third Party which is contained, conveyed or  embodied in Materials.  





 






Appendix VII  SAMPLE  Contractor Confidentiality Agreement  WJE-AGTA-APPEND Appendix VII Page A-22  Proprietary Materials means Materials that contain, convey, or embody  Proprietary Information.  Third Party means anyone other than Boeing, Customer and Contractor.  2. Boeing has authorized Customer to grant to Contractor a worldwide, non- exclusive, personal and nontransferable license to use Proprietary Materials and Proprietary Information, owned by Boeing, internally in connection with performance of the Contract or as may otherwise be authorized by Boeing in writing. Contractor will keep confidential and protect from disclosure to any person, entity or government agency, including any person or entity affiliated with Contractor, all Proprietary Materials and Proprietary Information. Individual copies of all Materials and Aircraft Software are provided to Contractor subject to copyrights therein, and all such copyrights are retained by Boeing or, in some cases, by Third Parties. Contractor is authorized to make copies of Materials (except for Materials bearing the copyright legend of a Third Party) provided, however, Contractor preserves the restrictive legends and proprietary notices on all copies. All copies of Proprietary Materials will belong to Boeing and be treated as Proprietary Materials under this Agreement. 3. Contractor specifically agrees not to use Proprietary Materials or Proprietary Information in connection with the manufacture or sale of any part or design. Unless otherwise agreed with Boeing in writing, Proprietary Materials and Proprietary Information may be used by Contractor only for work on the Aircraft for which such Proprietary Materials have been specified by Boeing. Customer and Contractor recognize and agree that they are responsible for ascertaining and ensuring that all Materials are appropriate for the use to which they are put. 4. Contractor will not attempt to gain access to information by reverse engineering, decompiling, or disassembling any portion of any software or Aircraft Software provided to Contractor pursuant to this Agreement. 5. Upon Boeing's request at any time, Contractor will promptly return to Boeing (or, at Boeing's option, destroy) all Proprietary Materials, together with all copies thereof and will certify to Boeing that all such Proprietary Materials and copies have been so returned or destroyed. 6. When and to the extent required by a government regulatory agency having jurisdiction over Contractor, Customer or the Aircraft, Contractor is authorized to provide Proprietary Materials and disclose Proprietary Information to the agency for the agency's use in connection with Contractor’s authorized use of such Proprietary Materials and/or Proprietary Information in connection with Contractor’s maintenance, repair, or modification of the Aircraft. Contractor agrees to take reasonable steps to prevent such agency from making any distribution or disclosure, or additional use of the Proprietary Materials and Proprietary Information so provided or disclosed. Contractor further agrees to promptly notify Boeing upon learning of any (i) distribution, disclosure, or additional use by such agency, (ii) request to such agency for distribution, disclosure, or additional use, or (iii) intention on the part of such agency to distribute, disclose, or make additional use of the Proprietary Materials or Proprietary Information. 





 






Appendix VII  SAMPLE  Contractor Confidentiality Agreement  WJE-AGTA-APPEND Appendix VII Page A-23  7. Boeing is an intended third party beneficiary under this Agreement, and Boeing may enforce any and all of the provisions of the Agreement directly against Contractor. Contractor hereby submits to the jurisdiction of the Washington state courts and the United States District Court for the Western District of Washington with regard to any Boeing claims under this Agreement. It is agreed that Washington law (excluding Washington's conflict-of-law rules) will apply to this Agreement and to any claim or dispute under this Agreement. 8. No disclosure or physical transfer by Boeing or Customer to Contractor, of any Proprietary Materials or Proprietary Information covered by this Agreement will be construed as granting a license, other than as expressly set forth in this Agreement or any ownership right in any patent, patent application, copyright or proprietary information. 9. The provisions of this Agreement will apply notwithstanding any markings or legends, or the absence thereof, on any Proprietary Materials. 10. This Agreement is the entire agreement of the parties regarding the ownership and treatment of Proprietary Materials and Proprietary Information, and no modification of this Agreement will be effective as against Boeing unless embodied in writing and signed by authorized representatives of Contractor, Customer and Boeing. 11. Failure by either party to enforce any of the provisions of this Agreement will not be construed as a waiver of such provisions. If any of the provisions of this Agreement are held unlawful or otherwise ineffective by a court of competent jurisdiction, the remainder of the Agreement will remain in full force. 12. The obligations of Customer and Contractor relating to Proprietary Materials and Proprietary Information under this Agreement will remain in effect and will survive cancellation or termination of this Agreement. AGREED AND ACCEPTED this  Date:  Contractor Allegiant Air, LLC  Signature ___________________  Printed Name ________________  Title _______________________  Signature _______________________  Printed Name ____________________  Title ____________________________  





 






Appendix VIII  SAMPLE  Post-Delivery Sale with Lease to Seller  WJE-AGTA-APPEND Appendix VIII Page A-24   [Notice from Owner/Seller and subsequent Buyer regarding post-delivery sale  and lease back of an aircraft and transfer of all remaining Purchase Agreement  rights.]  Boeing Commercial Airplanes  P. O. Box 3707  Seattle, Washington 98124-2207  U.S.A.  By Courier  1901 Oakesdale Ave. SW  Renton, WA 98057  U.S.A.  Attention Vice President – Contracts  Mail Code 21-34  In connection with ________________'s (Seller's) sale to and lease back from  ________________ (Buyer) of the aircraft identified below, reference is made to the  following documents:  1. Purchase Agreement No. _______ dated as of _________________, between The Boeing Company (Boeing) and Seller (Agreement) under which Seller purchased certain Boeing Model _____________ aircraft, including the aircraft bearing Manufacturer's Serial No.(s) _________(Aircraft). The Agreement incorporates by reference the terms of WJE-AGTA dated _____________, between Seller and Boeing. 2. Aircraft Sale Agreement dated as of ___________________, between Seller and ___________________________________ (Buyer). 3. Aircraft Lease Agreement dated as of ___________________, between Buyer and Seller. Terms used herein without definition will have the same meaning as in the  Agreement.  Seller confirms for the benefit of Boeing it owns and controls the rights it purports  to assign herein.  Seller has sold the Aircraft, including in that sale the transfer to Buyer of all  remaining rights related to the Aircraft under the Agreement. To accomplish this transfer  of rights, as authorized by the provisions of the Agreement:  4. Buyer acknowledges it has reviewed the Agreement and agrees that in exercising any rights under the Agreement or asserting any claims with respect to the Aircraft or other things (including without limitation, Materials, training and services) delivered or to be delivered, it is bound by and will comply with all applicable terms, conditions, and limitations of the Agreement including but not limited to those related to any exclusion or limitation of liabilities or warranties, indemnity and insurance; and 





 






Appendix VIII  SAMPLE  Post-Delivery Sale with Lease to Seller  WJE-AGTA-APPEND Appendix VIII Page A-25  5. Buyer authorizes Seller to exercise, to the exclusion of Buyer all rights and powers of “Customer” with respect to the remaining rights related to the Aircraft under the Agreement. This authorization will continue until Boeing receives written notice from Buyer to the contrary, addressed to Vice President - Contracts, Mail Code 21-34, Boeing Commercial Airplanes, P.O. Box 3707, Seattle, Washington 98124-2207 (if by mail) or (425) 237-1706 (if by facsimile). Until Boeing receives this notice, Boeing is entitled to deal exclusively with Seller as “Customer” with respect to the Aircraft under the Agreement. With respect to the rights, powers, duties and obligations of “Customer” under the Agreement, all actions taken by Seller or agreements entered into by Seller during the period prior to Boeing's receipt of that notice are final and binding on Buyer. Further, any payments made by Boeing as a result of claims made by Seller prior to receipt of such notice are to be made to the credit of Seller. 6. Seller accepts the authorization set forth in paragraph 2 above, acknowledges it has reviewed the Agreement and agrees that in exercising any rights under the Agreement or asserting any claims with respect to the Aircraft or other things (including without limitation, Materials, training and services) delivered or to be delivered, it is bound by and will comply with all applicable terms, conditions, and limitations of the Agreement including but not limited to those relating to any exclusion or limitation of liabilities or warranties, indemnity and insurance. 7. Seller agrees to remain responsible for any payments due Boeing as a result of obligations relating to the Aircraft incurred by Seller to Boeing prior to the effective date of this letter. We request that Boeing acknowledge receipt of this letter and confirm the  transfer of rights set forth above by signing the acknowledgment and forwarding one  copy of this letter to each of the undersigned.  Very truly yours,  SELLER BUYER  By _______________________  Its _______________________  Dated ____________________  By ______________________  Its ______________________  Dated ___________________  





 






Appendix VIII  SAMPLE  Post-Delivery Sale with Lease to Seller  WJE-AGTA-APPEND Appendix VIII Page A-26  Receipt of the above letter is acknowledged and transfer of rights under the  Agreement with respect to the Aircraft described above is confirmed, effective as of the  date indicated below.  THE BOEING COMPANY  By _________________________  Its Attorney-in-Fact  Dated _______________________  





 






Appendix IX  SAMPLE  SALE WITH LEASE  WJE-AGTA-APPEND Appendix IX Page A-27  [NOTE: From 1st tier Owner/Seller and subsequent Buyer regarding post-delivery  sale and lease of an aircraft. Remaining PA rights have been assigned to the new  owner; the new owner authorizes a lessee to exercise such rights during the term  of a lease.]  Boeing Commercial Airplanes  P. O. Box 3707  Seattle, Washington 98124-2207  U.S.A.  By Courier  1901 Oakesdale Ave. SW  Renton, WA 98057  U.S.A.  Attention Vice President – Contracts  Mail Code 21-34  In connection with the sale by ___________________ (Seller) to  ___________________ (Purchaser) and subsequent lease of the aircraft identified  below, reference is made to the following documents:  1. Purchase Agreement No. ______ dated as of __________, _____, between The Boeing Company (Boeing) and Seller (Agreement) under which Seller purchased certain Boeing Model _________ aircraft, including the aircraft bearing Manufacturer's Serial No(s). ____________ (Aircraft). 2. Aircraft sale agreement dated as of __________, between Seller and Purchaser. 3. Aircraft lease agreement dated as of __________, between Purchaser and _________ (Lessee)(Lease). Terms used herein without definition will have the same meaning as in the  Agreement.  Seller has sold the Aircraft, including in that sale the assignment to Purchaser of  all remaining rights related to the Aircraft under the Agreement. To accomplish this  transfer of rights, as authorized by the provisions of the Agreement:  3.1 Seller confirms for the benefit of the Manufacturer it owns and controls the  rights it purports to have assigned.  3.2 Purchaser agrees that in exercising any rights under the Agreement or  asserting any claims with respect to the Aircraft or other things (including without  limitation, [data and documents/Materials], training and services) delivered or to be  delivered, it is bound by and will comply with all applicable terms, conditions, and  limitations of the Agreement including but not limited to those related to any exclusion or  limitation of liabilities or warranties, indemnity and insurance; and  





 






Appendix IX  SAMPLE  SALE WITH LEASE  WJE-AGTA-APPEND Appendix IX Page A-28  3.3 Seller will remain responsible for any payment due Boeing as a result of  obligations relating to the Aircraft incurred by Seller to Boeing prior to the effective date  of this letter.  3.4 Purchaser authorizes Lessee during the term of the Lease to exercise, to  the exclusion of Purchaser all rights and powers of //Buyer/Customer// with respect to  the remaining rights related to the Aircraft under the Agreement. This authorization will  continue until Boeing receives written notice from Purchaser to the contrary, addressed  to Vice President - Contracts, Mail Code 21-34, Boeing Commercial Airplanes, P.O. Box  3707, Seattle, Washington 98124-2207 (if by mail) or (425) 237-1706 (if by facsimile).  Until Boeing receives this notice, Boeing is entitled to deal exclusively with Lessee as  //Buyer/Customer// with respect to the Aircraft under the Agreement. With respect to the  rights, powers, duties and obligations of //Buyer/Customer// under the Agreement, all  actions taken by Lessee or agreements entered into by Lessee during the period prior  to Boeing's receipt of that notice are final and binding on Purchaser. Further, any  payments made by Boeing as a result of claims made by Lessee prior to receipt of this  notice are to be made to the credit of Lessee.  3.5 Lessee accepts the authorization set forth in paragraph 3 above,  acknowledges it has reviewed the Agreement and agrees that in exercising any rights  under the Agreement or asserting any claims with respect to the Aircraft or other things  (including without limitation, data and //documents/Materials//, training and services)  delivered or to be delivered, it is bound by and will comply with all applicable terms,  conditions, and limitations of the Agreement including but not limited to those related to  any exclusion or limitation of liabilities or warranties, indemnity and insurance.  We request that Boeing acknowledge receipt of this letter and confirm the  transfer of rights set forth above by signing the acknowledgment and forwarding one  copy of this letter to each of the undersigned.  





 






Appendix IX  SAMPLE  SALE WITH LEASE  WJE-AGTA-APPEND Appendix IX Page A-29  Very truly yours,  SELLER PURCHASER  By _______________________  Its _______________________  Dated ____________________  By ______________________  Its ______________________  Dated ___________________  __________________(LESSEE)  By _______________________  Its _______________________  Dated ____________________  





 






Appendix IX  SAMPLE  SALE WITH LEASE  WJE-AGTA-APPEND Appendix IX Page A-30  Receipt of the above letter is acknowledged and the transfers of rights under the  Agreement with respect to the Aircraft described above are confirmed, effective as of  the date indicated below.  THE BOEING COMPANY  By _________________________  Its Attorney-in-Fact  Dated ______________________  MSN_______________________  





 






Appendix X  SAMPLE  Post-Delivery Security  WJE-AGTA-APPEND Appendix X Page A-31  Boeing Commercial Airplanes  P. O. Box 3707  Seattle, Washington 98124-2207  U.S.A.  By Courier  1901 Oakesdale Ave. SW  Renton, WA 98057  U.S.A.  Attention Vice President – Contracts  Mail Code 21-34  Reference is made to Purchase Agreement No. ________ dated as of  _______________, (Agreement) between The Boeing Company (Boeing) and  __________________________ (Borrower) pursuant to which Borrower purchased  from Boeing one (1) Boeing model _______ aircraft bearing Manufacturer’s Serial  Number _______(Aircraft). The Agreement incorporates by reference the terms of  Aircraft General Terms Agreement WJE-AGTA (AGTA) , dated ________, between  Borrower and Boeing.  Terms used herein without definition will have the same meanings as in the  Agreement.  Borrower confirms for the benefit of Boeing it owns and controls the rights it  purports to assign herein.  In connection with Borrower’s financing of the Aircraft, Borrower is entering into a  //Trust Indenture/Mortgage//, dated as of ___________, between Borrower and  Indenture //Trustee/Mortgagee// (//Trust Indenture/Mortgage//), which grants a security  interest in [the warranty rights/ all of its rights] contained in the Agreement related to  the Aircraft (Assigned Rights). Borrower is authorized to exercise the Assigned Rights  until such time as the Indenture //Trustee/Mortgagee// notifies Boeing as provided below  that an Event of Default under the //Trust Indenture/Mortgage// has occurred and is  continuing. In connection with this assignment for security purposes, as authorized by  the provisions of the Agreement:  1. //Indenture Trustee/Mortgagee//, as assignee of, and holder of a security interest in, the estate, right, and interest of the Borrower in and to the Agreement pursuant to the terms of a certain //Trust Indenture/Mortgage//, acknowledges that it has received copies of the applicable provisions of the Agreement and agrees that in exercising any rights under the Agreement or asserting any claims with respect to the Aircraft or other things (including without limitation, Materials, training and services) delivered or to be delivered, its rights and remedies under the //Trust Indenture/Mortgage// will be subject to the terms and conditions of the Agreement including but not limited to those related to any exclusion or limitation of liabilities or warranties, indemnity and insurance. 





 






Appendix X  SAMPLE  Post-Delivery Security  WJE-AGTA-APPEND Appendix X Page A-32  2. Borrower is authorized to exercise, to the exclusion of [Indenture Trustee/Mortgagee] all rights and powers of “Customer” under the Agreement, unless and until Boeing receives a written notice from //Indenture Trustee/Mortgagee//, addressed to its Vice President - Contracts, Boeing Commercial Airplanes at P.O. Box 3707, Seattle, Washington 98124, Mail Code 21- 34 (if by mail), or (425) 237-1706 (if by facsimile) that an event of default under the //Trust Indenture/Mortgage// has occurred and is continuing. Until such notice has been given, Boeing will be entitled to deal solely and exclusively with Borrower. Thereafter, until //Indenture Trustee/Mortgagee// has provided Boeing written notice that any such event no longer continues, Boeing will be entitled to deal solely and exclusively with //Indenture Trustee/Mortgagee//. Boeing may act with acquittance and conclusively rely on any such notice. Borrower will remain responsible to Boeing for any amounts due Boeing with  respect to the Aircraft under the Agreement prior to Boeing’s receipt of such notice. We  request that Boeing acknowledge receipt of this letter and confirm the transfer of rights  set forth above by signing its acknowledgment and forwarding one copy of this letter to  each of the undersigned.  Very truly yours,  //INDENTURE  TRUSTEE/MORTGAGEE//  By _______________________  Its _______________________  Dated ____________________  By ______________________  Its ______________________  Dated ___________________  





 






Appendix X  SAMPLE  Post-Delivery Security  WJE-AGTA-APPEND Appendix X Page A-33  Receipt of the above letter is acknowledged and the transfer of rights under the  Agreement with respect to the Aircraft described above is confirmed, effective as of the  date indicated below.  THE BOEING COMPANY  By _________________________  Its Attorney-in-Fact  Dated _______________________  MSN_______________________