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 […***…]....
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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-2101489 Allegiant Air, LLC 0000 X. Xxxx Xxxxxx Xxxxx Xxx Xxxxx, XX 00000 Subject: […***…] Reference: Purchase Agreement No. PA-05130 (Purchase Agreement) between The Boeing Company (Boeing) and Allegiant Air, LLC (Customer) relating to Model 737-7 aircraft (individually and 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. Customer has requested a program which will demonstrate the projected maintenance costs for the Aircraft […***…]. In response to Customer’s request, Boeing […***…] in the operation of the Aircraft […***…] as defined in this Letter Agreement […***…]. 1. Covered Aircraft. The Program […***…] in the Purchase Agreement at the time of the execution of this Letter Agreement that is operated by Customer (Covered Aircraft). 2. […***…]. […***…]. 3. […***…]. The Program will […***…]. 4. […***…]Maintenance. The maintenance […***…] subject to the conditions and limitations described in this Letter Agreement. 5. […***…].
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WJE-PA-05130-LA-2101489 Page 2 BOEING PROPRIETARY 5.1 […***…]. 5.2 […***…]. 5.3 […***…]: (i) […***…]; (ii) […***…]: (a) […***…] (b) […***…]. (iii) […***…] (a) […***…]. (iv) […***…]. 5.4 […***…]. 5.5 […***…]. 5.6 […***…]. 5.7 […***…]. 5.8 […***…]. 5.9 […***…]. 5.10 […***…]. 5.11 […***…]. 6. Calculation of […***…]. 6.1 No later than […***…] prior to delivery of the first Covered Aircraft, Customer will provide to Boeing all labor and material maintenance cost data and operational assumptions for Customer’s […***…] fleet covering the most recent […***…] of operation […***…], in a format as described in Attachment C. Customer will report costs in Customer's currency and define this currency where applicable in Attachment C. 6.2 Using the methodology set forth in Attachment B, Boeing will […***…]. 6.3 […***…].
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WJE-PA-05130-LA-2101489 Page 6 BOEING PROPRIETARY Customer hereby waives and renounces all other claims and remedies arising at law or otherwise under the Program. 13. DISCLAIMER, RELEASE AND EXCLUSION. THIS LETTER AGREEMENT AND THE RIGHTS AND REMEDIES OF CUSTOMER AND OBLIGATIONS OF BOEING HEREIN ARE SUBJECT TO THE DISCLAIMER AND RELEASE, AND EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES PROVISIONS OF EXHIBIT C, PRODUCT ASSURANCE DOCUMENT, OF THE AGTA. 14. 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. 15. 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).
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WJE-PA-05130-LA-2101489 Page 7 BOEING PROPRIETARY ACCEPTED AND AGREED TO this Date: ALLEGIANT AIR, LLC THE BOEING COMPANY By: By: Name: Name: […***…] Title: Title: Attorney-In-Fact
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WJE-PA-05130-LA-2101489 Page 8 BOEING PROPRIETARY ATTACHMENT A MAINTENANCE COST ASSUMPTIONS Reference: Letter Agreement No. WJE-PA-05130-LA-2101489 to Agreement No. PA- 05130 Purchase Agreement) […***…] Subject: Data reported pursuant to Article 5.1 of the referenced Letter Agreement. All data in the tables below are for baseline purposes only. General Assumptions […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] Benchmark Aircraft Maintenance Assumptions Planned Interval Check Yield […***…] […***…] […***…] On-Airplane […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] Off-Airplane […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] Covered Aircraft Maintenance Assumptions Planned Interval Check Yield […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…]
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WJE-PA-05130-LA-2101489 Page 9 BOEING PROPRIETARY […***…] […***…] […***…] […***…] […***…] […***…]
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WJE-PA-05130-LA-2101489 Page 10 BOEING PROPRIETARY ATTACHMENT B ADJUSTMENTS Boeing will adjust as described in this Attachment B the […***…] submitted, the […***…] reported and […***…] reported. 1. Currency Exchange Rate. Boeing will […***…] submitted in the Customer’s currency to U.S. Dollars by multiplying such reported costs by the applicable exchange rate published in the U.S. edition of the Wall Street Journal on the day (not including weekends or U.S. national holidays) nearest to the midpoint of the applicable Reporting Period. 2. […***…]. 2.1 […***…]. 2.2 […***…]. 3. […***…]. […***…]:
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WJE-PA-05130-LA-2101489 Page 11 BOEING PROPRIETARY ATTACHMENT B ADJUSTMENTS (CONTINUED) 3.1 […***…]. 3.2 […***…]. 3.3 […***…]: (i) […***…]; (ii) […***…]; (iii) […***…] (iv) […***…]. 3.4 Boeing will […***…] by the Relative Difference to determine the […***…] for the Covered Aircraft.
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WJE-PA-05130-LA-2101489 Page 12 BOEING PROPRIETARY ATTACHMENT B ADJUSTMENTS (CONTINUED) 4. Reporting Period Adjustments. 4.1 The reported […***…] for a Reporting Period and the reported […***…] for a Reporting Period will be revised to values expressed in the […***…] published for the […***…] to the […***…] published during […***…] of the applicable Reporting Period. 4.2 The reported […***…] for a Reporting Period and the reported […***…] for a Reporting Period will be revised by multiplying the reported (i) […***…], and (ii) […***…] by the ratio of the […***…] specified in the operational assumptions to the […***…] as reported. 4.3 Recalculation of […***…]. 4.3.1 Covered Aircraft. The […***…]is based on the number of Covered Aircraft. If the number of Covered Aircraft changes during any Reporting Period, the […***…] will be recalculated for that Reporting Period to address […***…]. 4.3.2 Delivery Schedule. The […***…] is based on the delivery schedule of Covered Aircraft as described in Table 1 of the Purchase Agreement. If the delivery schedule for the Covered Aircraft changes during any Reporting Period, the […***…] will be recalculated for that Reporting Period and subsequent Reporting Periods to address […***…]. 4.3.3 Furthermore, if Customer updates any operational assumptions, Boeing may adjust the […***…] as appropriate. For example, Boeing may adjust for assumptions such as: (i) […***…]; (ii) […***…]; (iii) […***…]; (iv) […***…] (v) […***…]. 4.3.4 Boeing will provide Customer any recalculated […***…] for the applicable Reporting Period.