exhibit1045_15wje-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-2101483      Allegiant Air, LLC  1201 N. Town Center Drive  Las Vegas, NV 89144      Subject: [...***...]    Reference: a) Purchase Agreement No. PA-05130 (Purchase Agreement) between  The Boeing Company (Boeing) and Allegiant Air, LLC (Customer)  relating to Models 737-8-200 and 737-7 aircraft (each or collectively,  Aircraft).    b) Customer Services General Terms Agreement No. WJE (CSGTA)  between Boeing and Customer    This letter agreement (Letter Agreement) amends and supplements the  Purchase Agreement. All terms used but not defined in this Letter Agreement have the  same meaning as in the Purchase Agreement.  Customer’s anticipated operating requirements for the Aircraft will require  [...***...] Maximum Takeoff Weight (MTOW), Maximum Landing Weight (MLW) and  Maximum Zero Fuel Weight (MZFW) of the Aircraft. [...***...] subject to the terms and  conditions of this Letter Agreement.  Each Aircraft listed in [...***...] as of the date of signing of this Letter Agreement  [...***...].  1. [...***...] Description and Requirements.  1.1 At delivery of each [...***...] in the following tables:    [...***...] [...***...]  [...***...] [...***...] [...***...]  [...***...] [...***...] [...***...]  [...***...] [...***...] [...***...]    [...***...] [...***...] [...***...]  [...***...] [...***...] [...***...]  [...***...] [...***...] [...***...]  





 






  WJE-PA-05130-LA-2101483 Page 2  BOEING PROPRIETARY  [...***...] [...***...] [...***...]      [...***...] [...***...]  [...***...] [...***...] [...***...]  [...***...] [...***...] [...***...]  [...***...] [...***...] [...***...]    1.2  [...***...].  2. [...***...].  Notwithstanding the terms of Article 1.2 above, [...***...] Customer can [...***...].  3.  [...***...].  3.1 [...***...].  3.2 [...***...].   3.2.1 [...***...].  4. [...***...].  [...***...].  5. Regulatory Agency Approval.  5.1 Boeing acknowledges that Customer does not require any regulatory  agency approval [...***...].  However, Customer is responsible [...***...].  5.2 Boeing’s [...***...]pursuant to this Letter Agreement will not be interpreted  to imply [...***...]. Boeing will have no liability or obligation to Customer [...***...].  6. Assignment.  Notwithstanding any other provisions of the Purchase Agreement, the rights and  obligations described in this Letter Agreement are provided to Customer in  consideration of Customer becoming the operator of the Aircraft and cannot be  assigned, in whole or in part, without the prior written consent of Boeing.  Nothing in this  statement is intended to support recovery from Allegiant of any benefits supplied  hereunder for delivered Aircraft.  7. Confidentiality.  The information contained herein represents confidential business information  and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to (i) Customer and Customer affiliates’  employees, officers and directors and (ii) Customer and Customer affiliates’ legal  





 






  WJE-PA-05130-LA-2101483 Page 3  BOEING PROPRIETARY  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).    ACCEPTED AND AGREED TO this          Date:           ALLEGIANT AIR, LLC  THE BOEING COMPANY       By:   By:        Name:   Name: [...***...]       Title:   Title: Attorney-In-Fact