exhibit1054_22wje-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    WJE-PA-5130-LA-2103907 Page 1  BOEING PROPRIETARY  WJE-PA-5130-LA-2103907      Allegiant Air, LLC  1201 N. Town Center Drive  Las Vegas, NV 89144    Subject: [...***...]      Reference: Purchase Agreement No. PA-5130 (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. [...***...].  1.1 [...***...]  1.2 [...***...].  1.3 [...***...]   1.4 [...***...].    2. [...***....].  [...***...]:  2.1 [...***...].  2.2 [...***...].  3. [...***...].  3.1 [...***...].    3.2 [...***...].  





 






 The Boeing Company   P.O. Box 3707                    Seattle, WA 98124 2207  WJE-PA-5130-LA-2103907 Page 2  BOEING PROPRIETARY  4. Supplemental Agreement.  Customer and Boeing will use reasonable efforts to execute a supplemental  agreement to the Purchase Agreement within [...***...] following Customer’s [...***...] or  Customer’s acceptance of the Alternate Proposal, whichever is later, to document  [...***...].  5. 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.  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).    





 






 The Boeing Company   P.O. Box 3707                    Seattle, WA 98124 2207  WJE-PA-5130-LA-2103907 Page 3  BOEING PROPRIETARY      ACCEPTED AND AGREED TO this          Date:           ALLEGIANT AIR, LLC   THE BOEING COMPANY       By:   By:        Name:   Name: [...***...]         Title:   Title: Attorney-In-Fact