exhibit1027_01wje-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 [...***...].     Page 1  BOEING PROPRIETARY        PURCHASE AGREEMENT NUMBER    PA-05130    between    THE BOEING COMPANY    and    ALLEGIANT AIR, LLC    relating to    BOEING MODELS 737-8-200 and 737-7 AIRCRAFT     





 






WJE-PA-05130 Page 2  BOEING PROPRIETARY  TABLE OF CONTENTS    ARTICLES  Article 1. Quantity, Model and Description ....................................................   Article 2. Delivery Schedule...........................................................................   Article 3. Price ...............................................................................................   Article 4. Payment .........................................................................................   Article 5. Additional Terms.............................................................................     TABLE  1A. Aircraft Information Table: Model 737-8-200 ...................................  1B. Aircraft Information Table: Model 737-7 ..........................................      EXHIBIT  A1. Aircraft Configuration: Model 737-8-200 ........................................   A2. Aircraft Configuration: Model 737-7 ................................................   B. Aircraft Delivery Requirements and Responsibilities ......................       SUPPLEMENTAL EXHIBITS  AE1. Airframe and Optional Features Escalation Adjustment .................  BFE1. BFE Variables .................................................................................  CS1. Customer Support Variables ...........................................................  EE1. Engine Escalation Adjustment, Engine Warranty and Patent  Indemnity ........................................................................................  SLP1. Service Life Policy Components .....................................................  





 






WJE-PA-05130 Page 3  BOEING PROPRIETARY  LETTER AGREEMENTS    LA-2101477       [...***...]    LA-2101479       [...***...]    LA-2101478      [...***...]    LA-2105503       [...***...]    LA-2101481       [...***...]    LA-2101482       [...***...]    LA-2101483       [...***...]    LA-2101485       [...***...]    LA-2101487       [...***...]    LA-2101488       [...***...]    LA-2101489       [...***...]    LA-2101490       [...***...]    LA-2101491       [...***...]    LA-2103907       [...***...]    LA-2103908       [...***...]    LA-2103909       [...***...]    LA-2103923       [...***...]    LA-2103924       [...***...]    LA-2103925       [...***...]    LA-2103930       [...***...]    LA-2104982       [...***...]    LA-2104792       [...***...]    LA-2105122       [...***...]    LA-2105267       [...***...]    





 






WJE-PA-05130 Page 4  BOEING PROPRIETARY  LA-2105268       [...***...]    LA-2105443      [...***...]         





 






WJE-PA-05130 Page 5  BOEING PROPRIETARY  PURCHASE AGREEMENT NO. PA-05130    between    THE BOEING COMPANY    and    ALLEGIANT AIR, LLC    This Purchase Agreement No. PA-05130 between The Boeing Company, a  Delaware corporation, (Boeing) and Allegiant Air, LLC, a State of Nevada limited liability  company, (Customer), binding and in full force and effect on the date executed below  (Effective Date), relating to the purchase and sale of Models 737-8-200 and 737-7  aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and  other attachments thereto, if any, (Purchase Agreement) incorporates the terms and  conditions (except as specifically set forth below) of the Aircraft General Terms  Agreement dated as of December 31, 2021 between the parties, identified as WJE-AGTA  (AGTA).     Quantity, Model and Description.  The aircraft to be delivered to Customer will be designated as Model 737-8-200  (737-8-200 Aircraft) and Model 737-7 aircraft (737-7 Aircraft) (collectively, Aircraft).  Boeing will manufacture and sell to Customer Aircraft conforming to the configuration  described [...***...]in the quantities listed [...***...]to the Purchase Agreement.    Delivery Schedule.  The scheduled months of delivery of the Aircraft are listed in the [...***...]. Exhibit B  describes certain responsibilities for both Customer and Boeing in order to accomplish  the delivery of the Aircraft.   Price.   Aircraft Basic Price. The Aircraft Basic Price [...***...]and is subject [...***...]  in accordance with the terms of this Purchase Agreement.   Airframe Price. The Airframe Price [...***...] includes the engine price  [...***...].   Advance Payment Base Prices. The Advance Payment Base Prices  [...***...] to Boeing on the date of this Purchase Agreement projected to the month of  scheduled delivery.   Payment.   Boeing acknowledges receipt of a deposit in the amount [...***...] for each  Aircraft (Deposit).  





 






WJE-PA-05130 Page 6  BOEING PROPRIETARY   The standard advance payment schedule for the Model 737-8-200 and 737- 7 aircraft requires Customer to make certain advance payments, [...***...]  the Advance  Payment Base Price of each Aircraft [...***...], less the Deposit, due within [...***...] of the  Effective Date. [...***...] advance payments for each Aircraft are due as specified in and  on the first business day of the months listed [...***...].   For any Aircraft whose scheduled month of delivery [...***...] from the  Effective Date, the total amount of advance payments due within [...***...] of the Effective  Date [...***...] which are [...***...] in accordance with the standard advance payment  schedule set forth in [...***...].   Customer will pay the balance of the Aircraft Price of each Aircraft at  delivery.   Additional Terms.   Aircraft Information Table. Table 1 consolidates information contained in  Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail  Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price,  (v) applicable escalation factors and (vi) Advance Payment Base Prices and advance  payments and their schedules.   Airframe and Optional Features Escalation Adjustment. Supplemental  Exhibit AE1 contains the applicable airframe and optional features escalation formula.   Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1  contains supplier selection dates, on-dock dates and other variables applicable to the  Aircraft.   Customer Support Variables. Information, training, services and other  things furnished by Boeing in support of introduction of the Aircraft into Customer’s fleet  are described in Supplemental Exhibit CS1. If Customer obtains, or is set to obtain,  duplicative training and planning assistance from that set out in Supplemental  Exhibit CS1, then Boeing may adjust Supplemental Exhibit CS1 accordingly.   Engine Escalation Adjustment. Supplemental Exhibit EE1 contains: a) the  engine escalation formula applicable to the Engine Price when such Engine Price is  separately specified in Table 1, and b) the engine warranty and the engine patent  indemnity for the Aircraft.   Service Life Policy Component Variables. Supplemental Exhibit SLP1 lists  the SLP Components covered by the Service Life Policy for the Aircraft.   Public Announcement. Any public announcement of the Purchase  Agreement will be mutually agreed upon (including agreement on timing) between  Customer and Boeing; subject, however, to the legal obligations of Boeing and Customer  (and its parent company) to make public announcements and filings with respect to  certain and material events and the timing thereof.  Each party shall notify the other in  advance if any announcement or filing is required.   Negotiated Agreement; Entire Agreement. This Purchase Agreement,  including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of  Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and  





 






WJE-PA-05130 Page 7  BOEING PROPRIETARY  EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, [...***...]. This Purchase  Agreement, including the AGTA, contains the entire agreement between the parties and  supersedes all previous proposals, understandings, commitments or representations  whatsoever, oral or written, and may be changed only in writing signed by authorized  representatives of the parties.   Boeing Confidentiality. The confidentiality provisions applicable to  Customer contained in this Purchase Agreement, its Exhibits, Supplemental Agreements  and Letter Agreements will be reciprocal and the terms of such confidentiality provisions  applicable to Customer will apply with equal effect to Boeing. For the purpose of making  such confidentiality provisions reciprocal to Boeing, "Boeing" will be defined as The  Boeing Company, its divisions, subsidiaries, and affiliates. Additionally, Boeing will be  permitted to disclose information to the applicable engine manufacturer, provided that  such disclosure is limited to only such information as is necessary for the purpose of  helping Boeing perform its obligations under the Purchase Agreement and such engine  manufacturer has duty of or has agreed to non-disclosure thereof.    AGREED AND ACCEPTED this            Date        THE BOEING COMPANY     ALLEGIANT AIR, LLC      Signature  Signature      [...***...]    Printed name  Printed name      Attorney-in-Fact    Title  Title