exhibit1065_30xwje-pax05






    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-2105267      Allegiant Air, LLC  1201 N. Town Center Drive  Las Vegas, NV 89144      Subject: [...***...]    Reference: Purchase Agreement No. PA-05130 (Purchase Agreement) between The  Boeing Company (Boeing) and Allegiant Air, LLC (Customer) relating to  Model 737-8-200 and 737-7 aircraft (Aircraft)    This letter agreement (Letter Agreement) amends and supplements the Purchase  Agreement. All terms used but not defined in this Letter Agreement will have the same  meaning as in the Purchase Agreement.  1. [...***...].  [...***...].  2. Demonstration of Compliance.  Article 5.4 of the AGTA and the Performance Guarantees provide a procedure for  demonstration of compliance with the Performance Guarantees prior to Aircraft delivery.  That method will be used to demonstrate compliance with the Block Fuel Guarantee.  3. Rights and Obligations [...***...].  [...***...], at the time Boeing tenders that Aircraft for delivery, Boeing will  [...***...]set forth in Articles 4 and 5. Customer cannot refuse to accept delivery of such  Aircraft [...***...].  4. Post Delivery Improvement [...***...].  [...***...] the following terms and conditions will apply:  4.1 Boeing may design, or may cause engine manufacturer to design, airframe  improvement parts and/or engine improvement parts (Improvement Parts) [...***...].  4.2 If Boeing elects to provide, or causes to be provided, Improvement Parts for  such Aircraft, then Customer and Boeing will agree upon the details of an Improvement  Parts program. Improvement Parts will be provided, except those provided by the engine  manufacturer[...***...]. Unless agreed to otherwise, Improvement Parts provided by the  





 






  WJE-PA-05130-LA-2105267 Page 2  BOEING PROPRIETARY  engine manufacturer will [...***...]. Boeing and/or engine manufacturer, as applicable, will  provide [...***...]Customer.  4.3 If Customer elects to install Improvement Parts on such Aircraft, they will be  installed within [...***...] after the delivery of such Improvement Parts to Customer if such  installation can be accomplished during Aircraft line maintenance. Improvement Parts  which cannot be installed during Aircraft line maintenance will be installed within a  mutually agreed period of time. All Improvement Parts must be installed according to  Boeing and engine manufacturer instructions.  4.4 Boeing will provide and/or will cause engine manufacturer to provide  [...***...] Customer’s [...***...] at the time of installation, between Boeing and Customer  or engine manufacturer and Customer, as applicable. Improvement Parts related to  engines will [...***...] Customer. Boeing and/or the engine manufacturer, as applicable,  will give Customer reasonable advance written notice of the estimated on-dock date at  Customer’s maintenance base for any such Improvement Parts. [...***...].  5. [...***...].  [...***...].  5.1 [...***...].  5.1.1   [...***...]  The following definitions will apply:    [...***...]    5.1.2 Customer will provide to Boeing, within [...***...] following the end of  each Annual Period, the FLTFUELm and FUELCOSTm data for each month in the Annual  Period (Fuel Data) in a single summarized submittal for all applicable Aircraft.  5.1.3 Boeing will review the Fuel Data and Boeing may request additional  information from Customer to further substantiate the Fuel Data. Such additional  information will not be unreasonably requested by Boeing, nor unreasonably withheld by  Customer.  5.1.4 [...***...].  5.2 [...***...].  5.3 [...***...].  6. Duplication of Benefits.  Boeing and Customer agree it is not the intent of the parties to provide benefits  hereunder that duplicate benefits to be provided (a) by Boeing under the Purchase  





 






  WJE-PA-05130-LA-2105267 Page 3  BOEING PROPRIETARY  Agreement, or any other agreement between Boeing and Customer, or (b) by engine  manufacturer under any agreement between engine manufacturer and Customer, due to  the Aircraft not satisfying any performance metric similar to the Block Fuel Guarantee or  any performance metric that otherwise impacts fuel burn. Boeing may offset its obligation  to provide benefits hereunder against the benefits provided or to be provided to Customer  by engine manufacturer or Boeing pursuant to such other guarantee.  7. Exclusive Remedy.  Customer agrees that the remedies contained in Articles 4 and 5 are Customer’s  exclusive remedies with respect to the Block Fuel Guarantee and are in lieu of all other  rights, remedies, claims and causes of action Customer may have, arising at law or  otherwise, under the Block Fuel Guarantee.  8. Assignment.  Notwithstanding any other provisions of the Purchase Agreement, the rights and  obligations described in this Letter Agreement are provided to Customer in consideration  of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in  part, without the prior written consent of Boeing.  9. 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).  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-2105267 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