exhibit1038_10wje-pax051






    This copy of the document filed as an Exhibit excludes certain identified information because  such information is both (i) not material and (ii) would likely cause competitive harm if publicly  disclosed. Omissions are designated by the symbol [...***...].       The Boeing Company   P.O. Box 3707   Seattle, WA 98124 2207     Page 1  BOEING PROPRIETARY    WJE-PA-05130-LA-2101477      Allegiant Air, LLC  1201 N. Town Center Drive  Las Vegas, NV 89144      Subject: [...***...]    Reference: Purchase Agreement No. PA-05130 (Purchase Agreement) between The  Boeing Company (Boeing) and Allegiant Air, LLC (Customer) relating to  Model 737-8-200 aircraft and Model 737-7 aircraft (each or collectively,  Aircraft)    This letter agreement (Letter Agreement) amends and supplements the  Purchase Agreement. All terms used but not defined in this Letter Agreement will have  the same meaning as in the Purchase Agreement.  The Purchase Agreement incorporates the terms and conditions of WJE-AGTA  between Boeing and Customer. This Letter Agreement modifies certain terms and  conditions of the AGTA with respect to the Aircraft.    1. [...***...].  1.1 [...***...].   1.2 [...***...].  





 






  WJE-PA-05130-LA-2101477 Page 2  BOEING PROPRIETARY  1.3 [...***...].  Months Prior to Delivery Amount Due  [...***...] [...***...]  [...***...] [...***...]  [...***...] [...***...]  [...***...] [...***...]  [...***...] [...***...]    2. [...***...].  2.1 [...***...] the Purchase Agreement [...***...] Customer [...***...]. Other  terms and conditions [...***...] Agreement for the Aircraft.  2.2 [...***...]the Purchase Agreement.  [...***...] Boeing [...***...] Customer  [...***...] prior to delivery of the Delivering Aircraft.  3. [...***...] described in Article 1 above, [...***...].  3.1 [...***...] Customer [...***...].  3.2 [...***...] Customer [...***...] Customer and Boeing [...***...].   4. [...***...].  4.1 Customer [...***...], on:  (i) [...***...] under the Purchase Agreement,   (ii) [...***...] between Boeing and Customer, or   (iii) [...***...] with Boeing,  [...***...], then Boeing may, [...***...] Customer, [...***...] Non-Payment [...***...].    4.2 If Boeing [...***...] to Boeing, [...***...] instruction from Boeing to the  contrary, [...***...] designated by Boeing.  4.3 For all purposes of this Article 4, including without limitation, notice,  [...***...]. Nothing herein will constitute [...***...] of Boeing; all [...***...] will be [...***...].  Boeing expressly reserves all of its rights and remedies under any agreement and  applicable law.    5. [...***...].  





 






  WJE-PA-05130-LA-2101477 Page 3  BOEING PROPRIETARY  5.1 Customer [...***...].  5.2 Notwithstanding any [...***...] of this Letter Agreement or the Purchase  Agreement, [...***...] Letter Agreement are provided to Customer in consideration of  Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in  part, without the prior written consent of Boeing. . Nothing in this statement is intended  to support recovery from Allegiant of any benefits supplied hereunder for delivered  Aircraft.  6. Confidentiality.  The information contained herein represents confidential business information  and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to (i) Customer and Customer affiliates’  employees, officers and directors and (ii) Customer and Customer affiliates’ legal  counsel, professional advisors and auditors subject to a duty of confidence or a non- disclosure undertaking, in each case with a need to know the contents for purposes of  helping Customer perform its obligations under the Purchase Agreement and who  understand they are not to disclose its contents to any other person or entity without the  prior written consent of Boeing unless disclosure is required by applicable law or court  order, in which case, Customer shall (i) notify Boeing in writing of such disclosure  requirement or request prior to making such disclosure, and will take steps to protect  the information contained herein, and (ii) use reasonable efforts to obtain redaction and  confidential treatment for the disclosed information or parts thereof.  In addition, with  respect to disclosure of the contents hereof to third parties who may be or are involved  with financing (in any form, including sale and lease-back) of Aircraft (and/or Advance  Payments) under the Purchase Agreement, Customer shall be entitled to disclose such  information to such third party financiers, after consultation with Boeing, as the parties  shall mutually agree (each acting reasonably and within industry and financing norms).   In addition to any equitable relief that may be available to the damaged party in  the event of a breach of this paragraph, the damaged party will have remedies available  to it under the Purchase Agreement and at law. If the foregoing correctly sets forth your  understanding of our agreement with respect to the matters contained herein, please  indicate your acceptance and approval below.  





 






  WJE-PA-05130-LA-2101477 Page 4  BOEING PROPRIETARY    ACCEPTED AND AGREED TO this          Date:           ALLEGIANT AIR, LLC   THE BOEING COMPANY       By:   By:        Name:   Name: [...***...]       Title:   Title: Attorney-In-Fact