exhibit1058_25wje-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-2103923      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 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 have the  same meaning as in the Purchase Agreement.  1. [...***...].  This Program applies to any [...***...] at the time of delivery that [...***...] with  Boeing-designed corrective materials to comply with (i) [...***...] or (ii) [...***...].  2. [...***...].  The term of the Program [...***...] after delivery of each Aircraft [...***...].  3. [...***...].  3.1 [...***...] required to [...***...] by Boeing to Customer [...***...] (including  [...***...].     3.2 [...***...] in the Aircraft that Boeing is required to provide to Customer  [...***...].    4. General Conditions and Limitations.  4.1 Customer's written notice of Customer’s intent to make a claim under this  Program must be received by Boeing’s Warranties Regional Manager [...***...].  





 






  WJE-PA-05130-LA-2103923 Page 2  BOEING PROPRIETARY  4.2 THE DISCLAIMER AND RELEASE and EXCLUSION OF  CONSEQUENTIAL AND OTHER DAMAGES provisions stated in Article 11 of Part 2 of  Exhibit C of the AGTA apply to this Program.  5. 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 cannot be assigned,  in whole or in part, without the prior written consent of Boeing.  Nothing in this statement  is intended to support imply the actual or potential the recovery from Allegiant of any  benefits supplied hereunder for Boeing Product installed in an 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 each of Customer and Customer affiliates’  employees, officers and directors,  legal counsel, professional advisors and auditors, 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-2103923 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