exhibit1055_23awje-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-2103908      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.  1. [...***...] Option Aircraft.  Subject to the terms and conditions contained in this Letter Agreement, in addition  to the Aircraft described in Tables 1A and 1B to the Purchase Agreement as of the date  of execution of this Letter Agreement, Customer will have the option to purchase [...***...]  option aircraft (Option Aircraft).   1.1  [...***...].  2. Delivery.  The number of aircraft and tentative delivery months are listed in the Attachment  to this Letter Agreement. The tentative delivery months are subject to the same Delivery  Reset rights as provided for the Aircraft.  3. Configuration.  3.1 Subject to the provisions of Article 3.2 below, the configuration for the  Option Aircraft will be the Detail Specification for model 737-8-200 or model 737-7 aircraft,  as applicable, at the revision level in effect at the time of Supplemental Agreement (as  defined in Article 8 below). Such Detail Specification will be revised to include (i) changes  applicable to the Detail Specification that are developed by Boeing between the execution  of the Purchase Agreement and the signing of the Supplemental Agreement [...***...],  





 






  WJE-PA-05130-LA-2103908 Page 2  BOEING PROPRIETARY  (ii) changes required to obtain all required regulatory certificates (as applicable to all  Aircraft under Article 2 of the AGTA Terms Revisions [...***...] and (iii) other changes as  mutually agreed.  3.2 Boeing reserves the right to configure the Option Aircraft starting from a  different configuration specification, provided that it can achieve the same configuration  which would result pursuant to the provisions of Article 3.1 above [...***...].  4. [...***...].  4.1 [...***...].   4.2 [...***...]  4.3 The Advance Payment Base Price will be developed in accordance with the  terms of the Purchase Agreement and determined at the time of Supplemental  Agreement.  5. Payment.  5.1 [...***...].  5.2 Upon execution by the parties of the Supplemental Agreement for Option  Aircraft, advance payments will be payable as specified in the Purchase Agreement. The  remainder of the Aircraft Price for the Option Aircraft will be paid at the time of delivery.  6. Option Exercise.  6.1 Customer may exercise an Option by giving written notice to Boeing no later  than the first (1st) day of the month that [...***...] prior to the scheduled delivery month of  the Option Aircraft listed in the Attachment (Option Exercise Date).  6.2 [...***...].  7. [...***...]   7.1 [...***...].  7.2 [...***...].    7.3 [...***...].  8. Supplemental Agreement.  Following Customer’s exercise of an option to purchase an Option Aircraft, Boeing  and Customer will sign a supplemental agreement to the Purchase Agreement for the  purchase of [...***...] (Supplemental Agreement) within [...***...] calendar days of such  exercise. The Supplemental Agreement will include the provisions of the Purchase  Agreement as modified to reflect the provisions of this Letter Agreement and other terms  





 






  WJE-PA-05130-LA-2103908 Page 3  BOEING PROPRIETARY  and conditions as may be agreed upon. In the event the parties have not entered into a  Supplemental Agreement within [...***...] following option exercise, either party may  terminate the option to purchase such Option Aircraft by giving written notice to the other  [...***...]. If Customer and Boeing fail to enter into the Supplemental Agreement, Boeing  will [...***...], and will have no further obligation with respect to that Option Aircraft.    9. Assignment.  Notwithstanding any other provisions of the Purchase Agreement to the contrary,  the rights and obligations described in this Letter Agreement are provided to Customer in  consideration of Customer becoming the operator of the Aircraft (and the Option Aircraft  and/or Rolling Option Aircraft, as applicable 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 Customer of any benefits supplied hereunder for delivered Aircraft.  10. 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).    





 






  WJE-PA-05130-LA-2103908 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       





 






  WJE-PA-05130-LA-2103908 Page 5  BOEING PROPRIETARY    ATTACHMENT to   LETTER AGREEMENT NO. WJE-PA-05130-LA-2103908    OPTION AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS