Quarterly Report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended March 31, 2009

		OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to

Commission File Number 001-33166

Allegiant Travel Company

(Exact Name of Registrant as Specified in Its Charter)

Nevada		20-4745737
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

8360 S. Durango Drive,
Las Vegas, Nevada		89113
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 851-7300

(Former name, former address and former fiscal year if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

Indicate by check mar k w hether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of the registrant’s common stock outstanding as of the close of business on May 1, 2009 was 20,209,936.

Table of Contents

Allegiant Travel Comp any

Form 10-Q

March 31, 2009

INDEX

PART I.	FINANCIAL INFORMATION

ITEM 1.	Unaudited Condensed Consolidated Financial Statements	3

·	Condensed Consolidated Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008	3

·	Condensed Consolidated Statements of Income for the three months ended March 31, 2009 and 2008 (unaudited)	4

·	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008 (unaudited)	5

·	Notes to Condensed Consolidated Financial Statements (unaudited)	6

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	16

ITEM 4.	Controls and Procedures	17

PART II.	OTHER INFORMATION	17

ITEM 1.	Legal Proceedings	17

ITEM 1A.	Risk Factors	17

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

ITEM 6.	Exhibits	18

Table of Contents

PART 1. FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

ALLEGIANT TRAVEL COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share amounts)

	March 31,			December 31,
	2009			2008
	(unaudited)

Current assets:
Cash and cash equivalents	$	117,461		$	97,153
Restricted cash	15,629			16,032
Short-term investments	118,947			77,635
Accounts receivable, net of allowance for doubtful accounts of $- at March 31, 2009 and December 31, 2008	6,920			5,575
Expendable parts, supplies and fuel, net of allowance for obsolescence of $554 and $539 at March 31, 2009 and December 31, 2008, respectively	9,201			7,005
Prepaid expenses	6,229			9,261
Deferred income taxes	120			111
Other current assets	1,269			1,645
Total current assets	275,776			214,417
Property and equipment, net	210,837			205,751
Restricted cash, net of current portion	270			—
Investment in and advances to joint venture	1,228			711
Deposits and other assets	6,335			3,097
Total assets	$	494,446		$	423,976

Current liabilities:
Current maturities of notes payable	$	24,050		$	23,435
Current maturities of capital lease obligations	1,937			1,903
Accounts payable	21,682			17,461
Accrued liabilities	20,920			19,232
Air traffic liability	103,532			68,997
Total current liabilities	172,121			131,028
Long-term debt and other long-term liabilities:
Notes payable, net of current maturities	30,286			35,904
Capital lease obligations, net of current maturities	2,986			3,483
Deferred income taxes	31,756			19,640
Total liabilities	237,149			190,055
Stockholders’ equity:
Common stock, par value $.001, 100,000,000 shares authorized; 20,957,792 and 20,917,477 shares issued; 20,169,786 and 20,339,646 shares outstanding, at March 31, 2009 and December 31, 2008, respectively	21			21
Treasury stock, at cost, 788,006 and 577,831 shares at March 31, 2009 and December 31, 2008, respectively	(23,854		)	(16,713		)
Additional paid in capital	166,644			164,206
Accumulated other comprehensive income	483			566
Retained earnings	114,003			85,841
Total stockholders’ equity	257,297			233,921
Total liabilities and stockholders’ equity	$	494,446		$	423,976

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

ALLEGIANT TRAVEL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in thousands, except for per share amounts)

	Three months ended March 31,
	2009			2008

OPERATING REVENUE:
Scheduled service revenue	$	90,196		$	91,736
Fixed fee contract revenue	10,127			14,257
Ancillary revenue	41,320			27,147
Other revenue	476			—
Total operating revenue	142,119			133,140
OPERATING EXPENSES:
Aircraft fuel	33,398			63,494
Salary and benefits	23,409			17,126
Station operations	13,133			12,019
Maintenance and repairs	11,132			10,453
Sales and marketing	4,467			4,334
Aircraft lease rentals	405			1,008
Depreciation and amortization	6,882			5,015
Other	4,815			5,327
Total operating expenses	97,641			118,776
OPERATING INCOME	44,478			14,364

OTHER (INCOME) EXPENSE:
Loss on fuel derivatives, net	—			11
Loss (earnings) from joint venture, net	7			(10		)
Interest income	(701		)	(1,732		)
Interest expense	1,101			1,415
Total other (income) expense	407			(316		)
INCOME BEFORE INCOME TAXES	44,071			14,680
PROVISION FOR INCOME TAXES	15,909			5,008
NET INCOME	$	28,162		$	9,672
Earnings Per Share:
Basic	$	1.39		$	0.47
Diluted	$	1.37		$	0.47
Weighted average shares outstanding:
Basic	20,219			20,471
Diluted	20,512			20,710

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

ALLEGIANT TRAVEL COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Three months ended March 31,
	2009			2008

OPERATING ACTIVITIES:
Net income	$	28,162		$	9,672

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	6,882			5,015
Loss on aircraft and other equipment disposals	82			367
Provision for obsolescence of expendable parts, supplies and fuel	15			45
Stock compensation expense	761			302
Deferred income taxes	12,107			2,567
Excess tax benefits from stock option exercises	—			(579		)
Changes in certain assets and liabilities:
Restricted cash	133			1,602
Accounts receivable	(1,345		)	(5,625		)
Income tax receivable	—			6,228
Expendable parts, supplies and fuel	(2,211		)	(2,768		)
Prepaid expenses	3,032			3,455
Other current assets	376			540
Accounts payable	4,221			2,092
Accrued liabilities	1,688			(635		)
Air traffic liability	34,535			21,541
Net cash provided by operating activities	88,438			43,819
INVESTING ACTIVITIES:
Purchase of short-term investments	(51,156		)	—
Proceeds from sale and maturities of short-term investments	9,761			19,663
Purchase of property and equipment	(12,050		)	(8,019		)
Investment in joint venture, net	(517		)	1,509
Increase in lease and equipment deposits	(1,641		)	(735		)
Net cash (used in) provided by investing activities	(55,603		)	12,418
FINANCING ACTIVITIES:
Excess tax benefits from stock option exercises	—			579
Proceeds from exercise of stock options	—			247
Repurchase of common stock	(7,061		)	(15,809		)
Principal payments on notes payable	(5,003		)	(3,242		)
Principal payments on capital lease obligations	(463		)	(1,518		)
Net cash used in financing activities	(12,527		)	(19,743		)
Net change in cash and cash equivalents	20,308			36,494
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	97,153			144,269
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	117,461		$	180,763

NON-CASH TRANSACTIONS:
Note payable issued for aircraft and equipment	$	—		$	3,600

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

ALLEGIANT TRAVEL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, in thousands, except per share amounts)

Note 1 — Summary of Significant Accounting Policies

Basis of Presentation : The accompanying unaudited condensed consolidated financial statements include Allegiant Travel Company (“Allegiant” or the “Company”) and its wholly owned operating subsidiaries, Allegiant Air LLC, Allegiant Vacations LLC, Allegiant Information Systems, Inc. and AFH, Inc., and its 50% owned subsidiary accounted for under the equity method, SFB Fueling LLC. All intercompany balances and transactions have been eliminated.

These unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which management believes are necessary to present fairly the financial position, results of operations, and cash flows of the Company for the respective periods presented. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company and notes thereto included in the annual report of the Company on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for other interim periods or for the full year.

Note 2 — Newly Issued Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141(R), Business Combinations (“SFAS 141(R)”), which replaces SFAS No. 141. SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. The Statement also establishes disclosure requirements intended to enable users to evaluate the nature and financial effects of the business combination. SFAS 141(R) became effective on January 1, 2009. To date, the adoption of SFAS 141(R) has had no significant impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51 (“SFAS 160”), which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. The Statement also establishes reporting requirements intended to provide disclosures to identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 became effective on January 1, 2009. To date, the adoption of SFAS 160 has had no significant impact on the Company’s consolidated financial statements.

In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133 (“SFAS 161”) . The Statement requires disclosures of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 became effective on January 1, 2009. To date, the adoption of SFAS 161 has had no significant impact on the Company’s consolidated financial statements.

In April 2009, the FASB issued FSP No. 107-1 and Accounting Principles Board (“APB”) 28-1 (FSP 107-1 and APB 28-1), Interim Disclosures about Fair Value of Financial Instruments . This FSP requires disclosures of fair value for any financial instruments not currently reflected at fair value on the balance sheet for all interim periods. This FSP is effective for interim and annual periods ending after June 15, 2009 and is to be applied prospectively. The Company does not expect the adoption of the FSP to have a material impact on its consolidated financial statements.

Table of Contents

Note 3 — Income Taxes

For the three months ended March 31, 2009, the Company did not have any material unrecognized tax benefits. The Company estimates that no significant unrecognized tax benefits will be recorded within the next twelve months.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There was no significant accrued interest at March 31, 2009. No penalties were accrued at March 31, 2009.

Note 4 — Stockholders’ Equity

In January 2009, the Board of Directors authorized a share repurchase program to acquire through open market purchases up to $25,000 of the Company’s common stock. The repurchase program replaces a similar program the Board of Directors authorized in January 2008 which has expired. As of March 31, 2009, the Company repurchased 210,175 shares under the newly authorized program at an average cost of $33.59 per share for a total expenditure of $7,061. During 2008, under the expired program, the Company repurchased 553,700 shares through open market purchases at an average cost of $28.55 per share for a total expenditure of $15,809.

In March 2009, the Company acquired the exclusive rights to travel applications of the software operating system the Company has used since its inception. Allegiant Information Systems, a wholly owned subsidiary of the Company, completed a plan of merger with an organization that owned the exclusive rights to the applications of the software operating system. In consideration for the acquisition, the Company has issued 41,450 shares of its unregistered common stock.

Note 5 — Earnings Per Share

The following table sets forth the computation of net income per share, on a basic and diluted basis for the periods indicated:

	Three months ended March 31,
	2009		2008
Numerator:
Net income	$	28,162	$	9,672
Denominator:
Weighted-average shares outstanding	20,219		20,471
Weighted-average effect of dilutive securities:
Employee stock options	121		64
Stock purchase warrants	143		136
Restricted stock	29		39
Adjusted weighted-average shares outstanding, diluted	20,512		20,710
Net income per share, basic	$	1.39	$	0.47
Net income per share, diluted	$	1.37	$	0.47

Table of Contents

Note 6 — Long-Term Debt

	As of March 31,			As of December 31,
	2009			2008

Notes payable, secured by aircraft, interest at 8%, due at varying dates through December 2010	$	9,663		$	10,803
Notes payable, secured by aircraft, interest at 8.5%, due November 2011	11,063			11,698
Notes payable, secured by aircraft, interest at 6%, due April 2012	14,189			15,234
Notes payable, secured by aircraft, interest at 6%, due at varying dates through February 2011	9,199			10,364
Notes payable, secured by aircraft, interest at 6.8%, due June 2011	6,098			6,697
Notes payable, secured by aircraft, interest at 8%, due June 2011	4,094			4,507
Other notes payable	30			36
Capital lease obligations	4,923			5,386
Total long-term debt	59,259			64,725
Less current maturities	(25,987		)	(25,338		)
Long-term debt, net of current maturities	$	33,272		$	39,387

Note 7 — Fair Value Measurements

The Company adopted the required provisions of FASB Statement of Financial Accounting Standards SFAS No. 157, Fair Value Measurements (SFAS 157) as of January 1, 2008 and adopted certain deferred provisions on January 1, 2009. SFAS 157 is a technical standard which defines fair value, establishes a consistent framework for measuring fair value, and expands disclosures for each major asset and liability category measured at fair value on either a recurring or a nonrecurring basis. SFAS 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Although the adoption of SFAS 157 has not materially impacted its financial condition, results of operations, or cash flow, the Company is required to provide additional disclosures as part of its consolidated financial statements.

SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of March 31, 2009, the Company held cash equivalents and short term investments that are required to be measured at fair value on a recurring basis. Cash equivalents and short term investments consist of short-term, highly liquid, income-producing investments including money market funds, debt securities issued by U.S. Treasury and other U.S. government corporations and agencies. Cash equivalents have original maturities of three months or less, while the short-term investments have maturities of greater than three months. These assets are classified within Level 1 or Level 2 because the Company values these assets using quoted market prices or alternative pricing sources and models utilizing market observable inputs.

Assets measured at fair value on a recurring basis during the period were as follows (in thousands):

			Fair Value Measurements at Reporting Date Using
Description	March 31, 2009		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents	$	108,101	$	103,584	$	4,517	$	—
Short-term investments	118,947		—		118,947		—
Total assets	$	227,048	$	103,584	$	123,464	$	—

Table of Contents

Note 8 — Investment in Joint Venture

AFH, Inc., a wholly owned subsidiary of Allegiant Travel Company, has a joint venture agreement with Orlando Sanford International, Inc. (“OSI”) to handle certain fuel operations for the Orlando Sanford International Airport. The joint venture, which began operations in January 2007, is responsible for the purchase and transport of jet fuel to a fuel farm facility owned and operated by OSI, and for the sale of jet fuel to air carriers. In addition, AFH, Inc. is responsible for the administrative functions for the joint venture. The Company accounts for its 50% interest in the joint venture agreement under the equity method. AFH, Inc.’s proportionate allocation of net income or loss is reported in the Company’s consolidated statements of income in other (income) expense with an adjustment to the recorded investment in the Company’s consolidated balance sheets.

Note 9 — Financial Instruments and Risk Management

Airline operations are inherently dependent on energy, and are therefore impacted by changes in jet fuel prices. Aircraft fuel expense represented approximately 34.2% and 53.5% of the Company’s operating expenses for the three months ended March 31, 2009 and 2008, respectively. The Company endeavors to acquire jet fuel at the lowest possible cost.

In the past, the Company has entered into financial derivative contracts to manage fuel price risk. These financial derivative instruments were not purchased or held for trading purposes. The Company suspended this hedging strategy in 2007 and the last contract settled in January 2008. The Company does not have any derivative instruments as of March 31, 2009.

The Company’s fuel hedging program and the financial derivative instruments purchased pursuant to this program did not qualify for hedge accounting in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities . Therefore, changes in the fair value of such derivative contracts, which amounted to losses of $11 for the three months ended March 31, 2008, were recorded as a “Loss on fuel derivatives, net” within other (income) expense in the condensed consolidated statements of income. The amount includes both realized gains and losses and mark-to-market adjustments of the fair value of the derivative instruments at the end of each period. As of March 31, 2009 and 2008, the Company had no derivative instruments on its projected fuel consumption.

Note 10 — Commitments and Contingencies

The Company is subject to certain legal and administrative actions it considers routine to its business activities. The Company believes the ultimate outcome of any pending legal or administrative matters will not have a material adverse impact on its financial position, liquidity or results of operations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations .

The following discussion and analysis presents factors that had a material effect on our results of operations during the three month periods ended March 31, 2009 and 2008. Also discussed is our financial position as of March 31, 2009 and December 31, 2008. You should read this discussion in conjunction with our unaudited condensed consolidated financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q and our consolidated financial statements appearing in our annual report on Form 10-K for the year ended December 31, 2008. This discussion and analysis contains forward-looking statements. Please refer to the section below entitled “Special Note About Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

Overview

We are a leisure travel company. The focus of our business is a low-cost passenger airline marketed to leisure travelers in small cities. Our business model emphasizes low operating costs, diversified revenue sources, and the transport of passengers from small cities to leisure destinations. Our route network, pricing philosophy, product offering and advertising are all intended to appeal to leisure travelers and make it attractive for them to purchase air travel and related services from us.

We provide service primarily to Las Vegas (Nevada), Los Angeles (California), Phoenix (Arizona), Orlando (Florida), Tampa/St. Petersburg (Florida) and Ft. Lauderdale (Florida), six of the most popular leisure destinations in the United States.

Table of Contents

We fly charter (“fixed fee”) services under long-term contracts (primarily for Harrah’s Entertainment Inc.) and on an on-demand basis. We have recently entered into fixed fee flying contracts with several different parties to provide charter service between Miami and four Cuban cities in support of the Cuban family charter program with service to begin in the second quarter of 2009.

Capacity Growth

The U.S. economy, impacted by the ongoing credit crisis, continues to suffer from extreme negative conditions. These conditions have created a challenging environment for the airline industry with uncertainty for airline travel demand given tightening of consumer spending. The uncertainty has resulted in capacity reductions and a compression of average air fare from carriers across the industry. Despite the state of the economy, we believe our continued profitability, driven by the contribution of our ancillary revenues and the reductions in our operating expenses, coupled with sufficient demand in the markets we serve, allow us to restore capacity reductions made in 2008 and further expand our route network. Along with increased frequency of existing routes, during the first quarter of 2009, we announced scheduled service to our sixth major leisure destination of Los Angeles, with initial service launched on May 1, 2009 from a number of small cities. By the end of May, we will provide scheduled service to Los Angeles from 13 small cities. Scheduled service was also announced from one small city to Oakland, California. In addition, we began scheduled service to Punta Gorda, Florida in March 2009 from two small cities we currently serve and began scheduled service to Myrtle Beach, South Carolina in April 2009 from two small cities we currently serve. We believe we can quickly reduce growth and appropriately adjust our capacity from this planned expansion if necessary to seek to maintain profitability in the event of further deterioration of the economic environment.

Aircraft Fuel

The airline industry is heavily dependent on jet fuel and fuel costs represent a significant portion of total operating expenses for airlines. Fuel availability is also subject to periods of market surplus and shortage and is affected by demand for heating oil, gasoline and other petroleum products. During the first quarter of 2009, fuel costs have stabilized in comparison to the extreme price fluctuations witnessed during 2008 making it the primary driver of the reduction in our costs. Our average cost per gallon during the first quarter of 2009 was $1.47 compared to $2.88 during the same period of 2008. The cost and future availability of fuel cannot be predicted with any degree of certainty and further fuel cost volatility could significantly affect our future results of operations.

Our Fleet :

The following table sets forth the number and type of aircraft in service and operated by us at the dates indicated:

	March 31, 2009			December 31, 2008			March 31, 2008
	Own(a)(b)	Lease (c)	Total	Own(a)	Lease	Total	Own(a)	Lease	Total
MD82/83/88 s	35	2	37	32	2	34	28	4	32
MD87s	4	0	4	4	0	4	4	0	4
Total	39	2	41	36	2	38	32	4	36

(a) Aircraft owned includes the following number subject to capital leases: March 31, 2009 — 2; December 31, 2008 — 2; March 31, 2008 — 7.

(b) Does not include three owned MD-80 aircraft leased to a third party. Under the terms of the lease, we expect these aircraft to be returned to us during 2009.

(c) Does not include two MD-80 aircraft acquired during the quarter under operating leases and which we expect to place into service during the second quarter of 2009.

Table of Contents

Our Markets :

Our scheduled service consists of limited frequency nonstop flights into leisure destinations from small cities. As of March 31, 2009, we offered scheduled service from 59 small cities primarily into our major leisure destinations of Las Vegas, Phoenix, Orlando, Tampa/St. Petersburg and Ft. Lauderdale, including seasonal service. As of March 31, 2009, we also provided limited service to five other leisure destinations. Scheduled service to our sixth major leisure destination, Los Angeles, began in May 2009. The following shows the number of destinations and small cities served as of the dates indicated:

	As of March 31,	As of December 31,	As of March 31,
	2009	2008	2008
Major leisure destinations	5	5	5
Other leisure destinations	5	4	2
Small cities	59	57	51

Results of Operations

Comparison of three months ended March 31, 2009 to three months ended March 31, 2008

The table below presents our operating expenses as a percentage of operating revenue for the periods indicated:

	Three Months Ended March 31,
	2009		2008
Total operating revenue	100.0	%	100.0	%
Operating expenses:
Aircraft fuel	23.4		47.6
Salary and benefits	16.5		12.8
Station operations	9.2		9.0
Maintenance and repairs	7.8		7.9
Sales and marketing	3.1		3.3
Aircraft lease rentals	0.3		0.8
Depreciation and amortization	4.8		3.8
Other	3.4		4.0
Total operating expenses	68.7	%	89.2	%
Operating margin	31.3	%	10.8	%

We recorded total operating revenue of $142.1 million, income from operations of $44.5 million and net income of $28.2 million for the first quarter of 2009. By comparison, for the same period in 2008, we recorded total operating revenue of $133.1 million, income from operations of $14.4 million and net income of $9.7 million.

Operating Revenue

Our operating revenue increased 6.7% to $142.1 million in the first quarter of 2009 from $133.1 million for the same period in 2008 primarily due to the 52.2% increase in ancillary revenue offset by a 1.7% decrease in scheduled service revenue and a 29.0% decrease in fixed fee contract revenues.

System available seat miles (“ASMs”) increased by 4.9% as a 6.0% increase in departures was offset by a 1.3% decrease in average stage length. We managed an increase in system operating revenue per ASM (“RASM”) of 1.9% as a result of system departure growth of 6.0% and an increase in ancillary revenue per scheduled passenger from $25.75 for the first quarter of 2008 to $34.12 for the same period in 2009. These increases were offset by a reduction in our average base fare.

Scheduled service revenue. Scheduled service revenue declined 1.7% to $90.2 million in the first quarter of 2009 from $91.7 million in the same period of 2008. The decline in the first quarter of 2009 was a result of a decrease in scheduled service average fare of $12.48 from $87.00 to $74.52 offset by a 14.8% increase in the number of scheduled service passengers. Scheduled service passenger growth was driven by a 10.3% increase in scheduled service departures and a 3.9 percentage point increase in scheduled service load factor to 90.8%. Departure growth in the first quarter of 2009 compared to the same period in 2008 resulted from service to additional routes and increased frequency for some existing routes, as we served 59 small cities with 116 routes at March 31, 2009 compared to 51 small cities with 103 routes at March 31, 2008.

Fixed fee contract revenue. Fixed fee contract revenue declined 29.0% to $10.1 million in the first quarter of 2009 from $14.3 million in the same period of 2008. The decrease in fixed fee contract revenue was primarily due to a new fixed fee flying agreement with Harrah’s that began in January 2009 and a reduction from the use of two aircraft on the Tunica Program during the first quarter of 2008 to one aircraft for same period of 2009. Under the new Harrah’s contract, Harrah’s reimburses us for the entire amount of fuel costs incurred for Harrah’s flying. The per-block hour rate we charge Harrah’s is therefore reduces from the rate we charged under the old Harrah’s contracts under which we were previously responsible for a portion of the fuel expenses.

Table of Contents

Ancillary revenue. Ancillary revenue increased 52.2% to $41.3 million in the first quarter of 2009 from $27.1 million in the same period of 2008, driven by a 14.8% increase in scheduled service passengers and a 32.6% increase in ancillary revenue per scheduled passenger from $25.75 to $34.14. The increase in ancillary revenue per scheduled passenger was primarily due to higher prices charged for certain existing products including assigned seating, customer convenience fee and checked baggage.

Other revenue. We generated other revenue of $0.5 million in the first quarter of 2009 as a result of the purchase of six MD-80 aircraft and three engines on lease to another airline in April 2008. Three of these aircraft have since been returned to us and placed in service, two in the first quarter of 2009. We expect to receive and place into service the three remaining aircraft and engines during 2009.

Operating Expenses

Our operating expenses declined by 17.8% to $97.6 million in the first quarter of 2009 compared to $118.8 million in the same period of 2008. We primarily evaluate our expense management by comparing our costs per passenger across different periods which enable us to assess trends in each expense category. The following table presents Operating expense per passenger for the indicated periods (“per-passenger costs”). The table also presents Operating expense per passenger, excluding fuel, which represents operating expenses, less aircraft fuel expense, divided by the number of passengers carried. This statistic provides management and investors the ability to measure and monitor our cost performance absent fuel price volatility. Both the cost and availability of fuel are subject to many economic and political factors beyond our control.

	Three Months Ended March 31,				Percentage
	2009		2008		Change
Aircraft fuel	$	25.80	$	54.99	(53.1	)%
Salary and benefits	18.08		14.83		21.9
Station operations	10.14		10.41		(2.5	)
Maintenance and repairs	8.60		9.05		(5.0	)
Sales and marketing	3.45		3.75		(8.0	)
Aircraft lease rentals	0.31		0.87		(64.4	)
Depreciation and amortization	5.32		4.34		22.6
Other	3.72		4.61		(19.3	)
Operating expense per passenger	$	75.42	$	102.86	(26.7	)%
Operating expense per passenger, excluding fuel	$	49.62	$	47.88	3.6	%

Our per-passenger costs decreased 26.7% as a result of the 17.8% decrease in our overall expenses and the increase of 12.1% in the number of system passengers carried in the first quarter of 2009 as compared with the same period of 2008. The decrease in cost of aircraft fuel of 53.1% on a per-passenger basis was the main driver of overall expense reduction.

The following table presents unit costs, defined as Operating expense per ASM (“CASM”), for the indicated periods. The table also presents Operating CASM, excluding fuel, which represents operating expenses, less aircraft fuel expense, divided by available seat miles. As on a per passenger basis, excluding fuel on an ASM basis provides management and investors the ability to measure and monitor our cost performance absent fuel price volatility.

We do not believe CASM is the most appropriate measure by which to evaluate our cost management due to the evolving nature of our route network, our aggressive approach to managing capacity (i.e., ASMs) on a seasonal basis, and the low utilization of our fleet which results in many of our expenses being more fixed as opposed to varying significantly with our ASM production. We provide this table as a convenience because we recognize that CASM is widely used to compare costs in the airline industry.

	Three Months Ended March 31,				Percentage
	2009		2008		Change
Aircraft fuel	2.51	¢	5.00	¢	(49.8	)%
Salary and benefits	1.76		1.35		30.4
Station operations	0.99		0.95		4.2
Maintenance and repairs	0.84		0.82		2.4
Sales and marketing	0.34		0.34		—
Aircraft lease rentals	0.03		0.08		(62.5	)
Depreciation and amortization	0.52		0.39		33.3
Other	0.36		0.42		(14.3	)
Operating expense per ASM (CASM)	7.33	¢	9.35	¢	(21.6	)%
CASM, excluding fuel	4.82	¢	4.35	¢	10.8	%

Table of Contents

Aircraft fuel expense. Aircraft fuel expense decreased 47.4% to $33.4 million in the first quarter of 2009, down from $63.5 million in the same period of 2008, primarily driven by a substantial decrease in the average cost per gallon to $1.47 from $2.88. We had a slight increase in gallons consumed to 22.8 million from 22.0 million which is in line with our 6.0% increase in system departures and a 1.3% reduction in average stage length for the first quarter of 2009.

Salary and benefits expense. Salary and benefits expense increased 36.7% to $23.4 million in the first quarter of 2009 from $17.1 million in the same period of 2008 as a result of an increase in accrued employee bonus expense and stock compensation expense, along with a 10.9% increase in full-time equivalent employees. The increase in accrued employee bonus expense was driven by the significant year-over-year increase in first quarter operating income from 2008 to 2009, while increased stock compensation expense was a result of awards granted in April 2008 and January 2009. The increase in our full-time equivalent employees was driven by a 14.2% increase in our average fleet from 34.5 aircraft during the first quarter of 2008 to 39.4 aircraft during the same period of 2009. We employed approximately 1,419 full-time equivalent employees at March 31, 2009, compared to 1,280 full-time equivalent employees at March 31, 2008.

Station operations expense. Station operations expense increased 9.3% to $13.1 million in the first quarter of 2009 compared to $12.0 million in the same period of 2008 principally attributable to a 6.0% increase in system departures. Station operations expense per departure increased only 3.6% in first quarter of 2009 compared to 2008 despite fuller aircraft, as reflected in a 4.0 percentage point increase in system load factor to 87.7% for the first quarter of 2009.

Maintenance and repairs expense. Maintenance and repairs expense increased 6.5% to $11.1 million in the first quarter of 2009 compared to $10.5 million in the same period of 2008. We performed six scheduled heavy maintenance checks in the first quarter of 2009 compared to four during the same period of 2008. In addition, the scheduled heavy maintenance checks performed during the first quarter of 2009 were more costly based on a broader work scope than for the maintenance checks in the same period of 2008. However, these cost increases were offset by a decrease in the repair costs of rotable parts, engine maintenance events, and a non-recurring inventory adjustment during the first quarter of 2008 for the recorded expense of low-value high usage expendables. The timing and type of maintenance events may cause our maintenance and repairs expense to vary significantly from period to period.

Sales and marketing expense. Sales and marketing expense increased 3.1% to $4.5 million in the first quarter of 2009 compared to $4.3 million in the same period of 2008, driven by an increase in advertising and credit card discount fees associated with the 10.6% increase in scheduled service and ancillary revenue. Advertising expense increased as a result of entrance into new markets including the new major leisure destination of Los Angeles which launched service on May 1, 2009.

Aircraft lease rentals expense. Aircraft lease rentals expense decreased to $0.4 million in the first quarter of 2009 from $1.0 million in the same period of 2008. The decrease is a result of an average of two aircraft under operating leases during the first quarter of 2009 compared to four aircraft under operating leases during the first quarter of 2008.

Depreciation and amortization expense. Depreciation and amortization expense was $6.9 million in the first quarter of 2009 compared to $5.0 million in the same period of 2008, an increase of 37.2%, in-line with the increase in the number of aircraft owned and subject to capital leases which increased from 32 at March 31, 2008 to 42 at March 31, 2009. The number of aircraft at March 31, 2009 includes aircraft on lease to a third party at the time of acquisition.

Other expense. Other expense decreased by 9.6% to $4.8 million in the first quarter of 2009 compared to $5.3 million in the same period of 2008 due mainly to decreased training expenses for flight operations and lower losses from engine dispositions, offset by increased rent associated with our new Company headquarters building which we occupied in the second quarter of 2008.

Other (Income) Expense

Other (income) expense changed from net other income of $0.3 million in the first quarter of 2008 to net other expense of $0.4 million in the same period of 2009. This change is primarily attributable to a reduction in interest income earned on cash balances from $1.7 million in 2008 to $0.7 million in the same period of 2009 as a result of lower prevailing interest rates, offset by a $0.3 million reduction in interest expense due to lower debt balances.

Income Tax Expense

While we expect our tax rate to be fairly consistent in the near term, it will tend to vary depending on recurring items such as the amount of income we earn in each state and the state tax rate applicable to such income. Discrete items particular to a given year may also affect our tax rates. Our effective income tax rate was 36.4% for the first quarter of 2009 compared to 34.1% in the same period of 2008. The lower effective tax rate for 2008 was largely attributable to the geographic mix from our flying and the impact this had on the state income tax portion of the tax provision.

Table of Contents

Comparative Consolidated Operating Statistics

The following tables set forth our operating statistics for the three months ended March 31, 2009 and 2008:

	Three months ended March 31,						Percent
	2009			2008			Change*

Operating statistics (unaudited):
Total system statistics:
Passengers	1,294,608			1,154,710			12.1
Revenue passenger miles (RPMs) (thousands)	1,166,981			1,062,247			9.8
Available seat miles (ASMs) (thousands)	1,331,957			1,270,247			4.9
Load factor	87.7		%	83.6		%	4.0
Operating revenue per ASM (RASM) (cents)	10.68			10.48			1.9
Operating CASM (cents)	7.33			9.35			(21.6	)
Fuel expense per ASM (cents)	2.51			5.00			(49.8	)
Operating CASM, excluding fuel (cents)	4.82			4.35			10.8
Operating expense per passenger	$	75.42		$	102.86		(26.7	)
Fuel expense per passenger	$	25.80		$	54.99		(53.1	)
Operating expense per passenger, excluding fuel	$	49.62		$	47.87		3.7
Departures	10,624			10,022			6.0
Block hours	24,408			23,413			4.2
Average stage length (miles)	843			854			(1.3	)
Average number of operating aircraft during period	39.4			34.5			14.2
Total aircraft in service end of period	41			36			13.9
Average departures per aircraft per day	3.00			3.19			(6.0	)
Full-time equivalent employees at period end	1,419			1,280			10.9
Fuel gallons consumed (thousands)	22,783			22,028			3.4
Average fuel cost per gallon	$	1.47		$	2.88		(49.0	)
Scheduled service statistics:
Passengers	1,210,325			1,054,398			14.8
Revenue passenger miles (RPMs) (thousands)	1,102,470			973,248			13.3
Available seat miles (ASMs) (thousands)	1,214,832			1,120,013			8.5
Load factor	90.8		%	86.9		%	3.9
Departures	9,141			8,291			10.3
Average passengers per departure	132			127			3.9
Block hours	21,162			20,346			4.0
Yield (cents)	8.18			9.43			(13.3	)
Scheduled service revenue per ASM (cents)	7.42			8.19			(9.4	)
Ancillary revenue per ASM (cents)	3.40			2.42			40.5
Total revenue per ASM (cents)	10.82			10.61			2.0
Average fare — scheduled service	$	74.52		$	87.00		(14.3	)
Average fare — ancillary	$	34.12		$	25.75		32.5
Average fare — total	$	108.64		$	112.75		(3.6	)
Average stage length (miles)	887			907			(2.2	)
Percent of sales through website during period	87.4		%	87.8		%	(0.4	)

* Except load factor and percent of sales through website, which is percentage point change

Table of Contents

Liquidity and Capital Resources

Current liquidity . Cash and cash equivalents, restricted cash and short-term investments increased from $190.8 million at December 31, 2008 to $252.0 million at March 31, 2009. Restricted cash represents credit card deposits, escrowed funds under our fixed fee flying contracts, cash collateral against letters of credit required by hotel partners for guaranteed room availability, airports and certain other parties. Escrowed funds under our fixed fee flying contracts are customer prepayments held as restricted cash until flights are completed. Corresponding amounts are recorded as air traffic liability. The timing of these prepayments result in fluctuations in the restricted cash balances at reporting periods. Short-term investments represent marketable securities available for sale.

Sources and Uses of Cash.

Operating Activities : During the three months ended March 31, 2009, our operating activities provided $88.4 million of cash compared to $43.8 million during the same period of 2008. The cash flows provided by operations for the first quarter of 2009 primarily consisted of net income, change in our air traffic liability which results from passenger bookings for future travel, and the non-cash change in our deferred income taxes balance. These three components were at significantly higher levels than in first quarter 2008. Our capacity growth announcements during the first quarter of 2009, including service to our sixth major leisure destination of Los Angeles, contributed to the increase in passenger bookings for future travel.

Investing Activities : Cash used in investing activities for the three months ended March 31, 2009 was $55.6 million compared to $12.4 million of cash provided by investing activities in the same period of 2008. During the three months ended March 31, 2009, our primary use of cash was for the purchase of available-for-sale securities, net of maturities of $41.4 million and the purchase of property and equipment of $12.0 million. Purchases of property and equipment during the first quarter of 2009 primarily included the cash purchase of three MD-80 aircraft to be used for spare parts. We generated cash mainly from investing activities during the first quarter of 2008 as a result of $19.7 million from the sale and maturities of available-for-sale securities offset by $8.0 million used in the partially financed purchase of two MD-80 aircraft and other capital expenditures.

Financing Activities : During the three months ended March 31, 2009 we used $12.5 million in cash from financing activities compared to the use of $19.7 million for the same period of 2008. We used $7.1 million to repurchase common stock in the open market compared to $15.8 million in the first quarter of 2008. Principal payments on capital lease obligations and notes payable for the first quarter of 2009 were $5.5 million compared to $4.8 million in the same period of 2008.

Commitments and Contractual Obligations

The following table discloses aggregate information about our contractual cash obligations as of March 31, 2009 and the periods in which payments are due (in thousands):

	Total		Less than 1 year		1-3 years		4 to 5 years		More than 5 years
Long term debt obligations (1)	$	60,228	$	20,254	$	38,330	$	1,644	$	—
Capital lease obligations	5,365		1,665		3,700		—		—
Operating lease obligations (2)	30,401		3,596		9,148		7,078		10,579
Total future payments on contractual obligations	$	95,994	$	25,515	$	51,178	$	8,722	$	10,579

(1) Long-term debt obligations include scheduled interest payments.

(2) Operating lease obligations include aircraft operating leases, our office lease and leases of airport station property. Operating lease payments begin in second quarter of 2009 for two MD-80 aircraft acquired under operating leases during the first quarter of 2009.

Critical Accounting Policies and Estimates

A description of our critical accounting policies is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2008. There has been no material change to these policies for the three months ended March 31, 2009.

Recent Accounting Pronouncements

See related disclosure at “Item 1 — Unaudited Condensed Consolidated Financial Statements - Notes to Condensed Consolidated Financial Statements — Note 2 — Newly Issued Accounting Pronouncements.”

Table of Contents

Special Note about Forward-Looking Statements

We have made forward-looking statements in this quarterly report on Form 10-Q, and in this section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, and the effects of future regulation and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in the forward-looking statements. Important risk factors that could cause our results to differ materially from those expressed in the forward-looking statements generally may be found in our periodic reports filed with the Securities and Exchange Commission at www.sec.gov. These risk factors include, without limitation, the impact of contagious diseases on travel, the effect of the economic downturn on leisure travel, increases in fuel prices, terrorist attacks, risks inherent to airlines, demand for air services to our leisure destinations from the markets served by us, our ability to implement our growth strategy, our fixed obligations, our dependence on our leisure destination markets, our ability to add, renew or replace gate leases, our competitive environment, problems with our aircraft, dependence on fixed fee customers, our reliance on our automated systems, economic and other conditions in markets in which we operate, governmental regulation, increases in maintenance costs and insurance premiums and cyclical and seasonal fluctuations in our operating results.

Any forward-looking statements are based on information available to us today and we undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to certain market risks, including commodity prices (specifically, aircraft fuel). The adverse effects of changes in these markets could pose a potential loss as discussed below. The sensitivity analysis does not consider the effects that such adverse changes may have on overall economic activity, nor does it consider additional actions we may take to mitigate our exposure to such changes. Actual results may differ. See the notes to our consolidated financial statements in our annual report on Form 10-K filed with the Securities and Exchange Commission for a description of our significant accounting policies and additional information.

Aircraft Fuel

Our results of operations can be significantly impacted by changes in the price and availability of aircraft fuel. Aircraft fuel expense represented 34% of our operating expenses during the three months ended March 31, 2009. Increases in fuel prices or a shortage of supply could have a material effect on our operations and operating results. Based on our fuel consumption for the three months ended March 31, 2009, a hypothetical ten percent increase in the average price per gallon of aircraft fuel would have increased fuel expense by approximately $3.5 million for the three months ended March 31, 2009. While we do not currently hedge fuel price risk, in the past we entered into forward contracts or other financial products to reduce our exposure to fuel price volatility. As of March 31, 2009, we had no fuel derivative contracts outstanding.

Interest Rates

We have market risk associated with changing interest rates due to the short-term nature of our invested cash, which totaled $117.5 million, and short term investments of $118.9 million at March 31, 2009. We invest available cash in certificates of deposit, investment grade commercial paper, and other highly rated financial instruments. Because of the short-term nature of these investments, the returns earned closely parallel short-term floating interest rates. A hypothetical 100 basis point change in interest rates in the three months ended March 31, 2009 would not have had a significant impact on our interest income.

Our long term debt consists of fixed-rate notes payable and capital lease arrangements. A hypothetical 100 basis point change in market interest rates as of March 31, 2009, would not have a material effect on the fair value of our fixed- rate debt instruments. Also, a hypothetical 100 basis point change in market rates would not impact our earnings or cash flow associated with our fixed-rate debt.

Table of Contents

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures . As of the end of the period covered by this report, under the supervision and with the participation of our management, including our chief executive officer (“CEO”) and chief financial officer (“CFO”), we evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”). Based on this evaluation, our management, including our CEO and CFO, has concluded that our disclosure controls and procedures are designed, and are effective, to give reasonable assurance that the information we are required to disclose is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based upon this evaluation, the CEO and CFO concluded that our disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed in our reports filed with or submitted to the SEC under the Exchange Act is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal controls . There were no changes in our internal control over financial reporting that occurred during our quarter ending March 31, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to certain legal and administrative actions we consider routine to our business activities. We believe the ultimate outcome of any pending legal or administrative matters will not have a material adverse impact on our financial position, liquidity or results of operations.

Item 1A. Risk Factors

We have evaluated our risk factors and determined that other than the following, there have been no changes to our risk factors set forth in Part I, Item 1A in the Form 10-K since we filed our Annual Report on Form 10-K on March 3, 2009:

The recent swine flu pandemic may adversely affect air travel and materially affect our results of operations.

A recent outbreak of swine flu began in Mexico and cases have been reported in the United States. The outbreak may dissuade people from air travel at this time and for some time in the future. Travel advisories could further dampen demand for our services even if not applicable to our markets. We are unable to predict the scope or duration of the swine flu outbreak or its impact on the travel industry generally or our business in particular. Resulting decreases in passenger volume would harm our load factors, could increase our cost per passenger and adversely affect our profitability.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

In March 2009, we entered into an agreement and plan of merger with RPW Consolidated Information Systems Incorporated (“RPW”) under which RPW was merged with and into a newly created wholly-owned subsidiary of ours. With that acquisition, we acquired the exclusive rights to travel applications of the software operating system we have used since inception. In consideration for the merger, we issued a total of 41,450 shares of common stock to the owner of RPW and the licensor of the software. The above described stock issuances were exempt from registration pursuant to Section 4(2) of the Securities Act as transactions not involving a public offering. No general solicitation was made by us or any person acting on our behalf, the securities sold are subject to transfer restrictions, and the certificates for the shares contain an appropriate legend stating such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. No underwriters were involved in connection with the issuances of securities referred to above.

Our Repurchases of Equity Securities

The following table reflects repurchases of our common stock during the first quarter of 2009. On January 29, 2009, we announced a share repurchase program to acquire through open market purchases up to $25.0 million of our common stock over a period not to exceed 12 months. As of March 31, 2009, we have repurchased 210,175 shares of our common stock through open market purchases at an average cost of $33.59 per share for a total expenditure of $7.1 million.

Table of Contents

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 2009	—	$	—	—	$	25,000,000
February 2009	122,466	33.73		122,466	20,869,195
March 2009	87,709	33.41		87,709	17,939,192
Total	210,175	$	33.59	210,175	$	17,939,192

Item 6.		Exhibits

3.1		Articles of Incorporation (1)
3.2		Bylaws of the Company (2)
10.1		Agreement and Plan of Merger dated as of March 15, 2009, by and among the Company, Allegiant Information Systems, Inc., RPW Consolidated Information Systems Incorporated and Robert P. Wilson, III.
10.2		Perpetual Software License Agreement dated as of March 15, 2009, among CMS Solutions, Inc., RPW Consolidated Information Systems Incorporated and Mitchell Allee.
31.1		Rule 13a - 14(a) / 15d - 14(a) Certification of Principal Executive Officer
31.2		Rule 13a - 14(a) / 15d - 14(a) Certification of Principal Financial Officer
32		Section 1350 Certifications

(1) Incorporated by reference to Exhibit filed with Registration Statement #333-134145 filed by the Company with the Commission and amendments thereto.

(2) Incorporated by reference to Exhibit filed to the Quarterly Report on Form 10-Q filed with the Commission on May 9, 2008.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ALLEGIANT TRAVEL COMPANY


Date: May 4, 2009	By:	/s/ Andrew C. Levy
	Andrew C. Levy
	Principal Financial Officer

Exhibit 10.1

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (hereinafter called the “Agreement”) is entered into as of the 15th day of March, 2009, by and among ALLEGIANT TRAVEL COMPANY, a Nevada corporation (“ALGT”), ALLEGIANT INFORMATION SYSTEMS, INC., a Nevada corporation (“AIS”), RPW CONSOLIDATED INFORMATION SYSTEMS, INCORPORATED, a New Hampshire corporation (“RPW”) and ROBERT P. WILSON, III (“Wilson”).

W I T N E S S E T H :

WHEREAS, Wilson currently owns 100% of the outstanding capital stock of RPW; and

WHEREAS, AIS is a wholly-owned subsidiary of ALGT; and

WHEREAS, the Boards of Directors of RPW and AIS deem it advisable and in the best interests of RPW and AIS and their respective stockholders that RPW merge with and into AIS pursuant to this Agreement and applicable provisions of the laws of the States of Nevada and New Hampshire (such transaction being hereinafter called the “Merger”); and

WHEREAS, the parties propose to enter into this Agreement and Plan of Merger which provides, among other things, for the conversion of the RPW common stock issued and outstanding immediately prior to the “Effective Date of the Merger” (as herein defined) into shares of ALGT common stock; and

WHEREAS, for federal income tax purposes, it is intended that the Merger of RPW into AIS qualify as a tax free “reorganization” within the meaning of Section 368(a) of the Code; and

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, provisions and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

The Merger

1.01 The Merger, Effective Time and Conversion Ratio . Articles of Merger or a Certificate of Merger shall be executed and acknowledged by each of AIS and RPW and delivered to the Secretary of State of the States of Nevada and New Hampshire for filing as provided in the Nevada Revised Statutes (“NRS”) and New Hampshire Business Corporation Act as of the “Closing Date” (as herein defined). The effective date of the Merger shall be the date the Articles of Merger or a Certificate of Merger shall have been duly filed with the

Secretary of State of the States of Nevada and New Hampshire and the Merger shall be deemed effective for purposes of this Agreement at 12:01 a.m. on the date that the Articles of Merger or Certificate of Merger has been filed in each such state (such date the “Effective Date” of the Merger and such time the “Effective Time” of the Merger). At the Effective Time of the Merger, the separate corporate existence of RPW shall cease and RPW shall be merged with and into AIS in accordance with Section 4.01 hereof.

1.02 Closing . The exchange of documents contemplated in connection with the consummation of the Merger shall take place at the offices of Ellis Funk, P.C., 3490 Piedmont Road, NE, Suite 400, Atlanta, Georgia 30305, on March 15, 2009 or such earlier or later date as may be agreed upon by AIS and RPW. Such date and time is herein sometimes referred to as the “Closing” or “Closing Date.” At the Closing, the parties shall (i) deliver to each other the certificates and other documents required to be delivered under this Agreement including the Articles of Merger or Certificate of Merger required to be filed in the States of Nevada and New Hampshire and (ii) at the Closing or as soon thereafter as possible, consummate the Merger by filing the Articles of Merger or Certificate of Merger with the Secretary of State of the States of Nevada and New Hampshire.

ARTICLE II

Representations and Warranties of RPW and Wilson

RPW and Wilson do hereby represent and warrant to ALGT and AIS as follows:

2.01 Organization and Standing; Certificate and By-laws . RPW is a corporation duly organized and existing under, and by virtue of, the laws of the State of New Hampshire and is in good standing under such laws. RPW has the requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted. RPW has furnished ALGT or its counsel with a copy of its Articles of Incorporation, as amended and in effect as of the date of this Agreement. Said copy is true, correct and complete and contains all amendments through the date hereof. RPW never adopted any by-laws. Wilson represents he is the sole Director of RPW and he has sole authority to act on behalf of RPW.

2.02 Capitalization . The authorized capital stock of RPW consists of 100 shares of common stock, no par value per share (the “RPW Common Stock”), of which 100 shares are issued and outstanding. All of the outstanding shares of RPW Common Stock are owned of record by Wilson. The outstanding shares have been duly authorized and validly issued, are fully paid and nonassessable and were issued in compliance with all applicable securities and Blue Sky laws. RPW does not have any stock option plan and has not reserved any shares of RPW Common Stock for future issuance. No person has any option, warrant or other right to acquire or force the issuance or registration of any capital stock of RPW.

2.03 Subsidiaries . RPW has no subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any equity interest in any corporation, association or business entity.

2.04 Authorization and Enforceability . RPW has all requisite legal and corporate power and authority to execute and deliver this Agreement, to carry out and perform its obligations under the terms of this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of RPW, its directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement by RPW and the performance of all of RPW’s obligations hereunder has been taken. This Agreement, as well as each of the other documents to be executed in conjunction with the Merger, when executed and delivered by RPW (and assuming due authorization, execution and delivery by the other parties hereto), shall constitute a valid and binding obligation of RPW, enforceable in accordance with its terms.

2.05 No Undisclosed Liabilities . Except as set forth on Schedule 2.05 , RPW has no liabilities (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted).

2.06 Taxes . RPW was formed on November 14, 2008, and has not generated any taxable income since its inception. RPW has yet to file any state or federal income tax returns.

2.07 Leases . RPW does not own or lease any real or personal property.

2.08 Tangible Personal Property . RPW has good, legal and marketable title to all of the items of tangible personal property listed on Schedule 2.08 , free and clear of any and all Liens, except for Liens incurred in the ordinary course of business which would not be expected to impair RPW’s use of such property in any material way.

2.09 Intellectual Property .

(a) For purposes of this Agreement, the following terms shall have the meanings indicated:

(i) “CMS License Agreement” that certain Perpetual Software License Agreement of even date herewith between CMS Solutions, Inc. (“CMS”) and RPW, a copy of which has been provided to ALGT.

(ii) “Existing License Agreement” shall mean that certain non-exclusive license agreement for the use of the Software set forth on Schedule 2.09(a) attached hereto.

(iii) “Intellectual Property” shall mean all trademarks and service marks (whether registered or unregistered), trade names, designs and general intangibles of like nature, together with all goodwill related thereto; patents and patent applications (including any continuations, continuations-in-part, divisional, reissues, renewals and applications related to the Software; rights associated with works of authorship, including all exclusive exploitation rights, copyrights, neighboring rights, moral rights, and mask works (including any registrations and applications therefor and whether registered or unregistered); and information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (1) derives independent economic value, actual or potential, from not being generally known to the public or

to other Persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts to maintain its secrecy. “Intellectual Property” includes computer software; databases; works of authorship; mask works; technology; know-how, proprietary processes, formulae, algorithms, models, user interfaces, customer lists, inventions, discoveries, concepts, ideas, techniques, methods, source codes, object codes, methodologies and, with respect to all of the foregoing, related confidential data or information.

(iv) “Software” shall mean the Icarus Airline Web 6.0 software and includes any and all (A) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (B) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (C) descriptions, schematics, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, and (D) all documentation, including user manuals and training materials, relating to any of the foregoing (the “Documentation”).

(b) The Software is merchantable and fit for the particular purposes for which it is intended and is substantially in accordance with the specifications contained in the Documentation.

(c) There is no action, suit, proceeding, or investigation pending or threatened against RPW that questions the right of RPW to enter into this Agreement or to consummate the transactions contemplated hereby. RPW is aware of no litigation, claims or threatened claims pertaining to the Software.

(d) Except for the CMS License Agreement, there are no agreements or contracts, whether or not in writing, to which CMS or RPW is a party which may: (i) contain provisions restricting and/or affecting AIS’ development, distribution, use, marketing or sales of products or services relating to the Software; (ii) involve any joint venture, partnership, license or other arrangement through which another party has any ownership or use rights in the Software; (iii) identify the Software for security against a debt or obligation; or (iv) require the disclosure of the Software’s source or object code or a portion thereof.

(e) RPW has taken commercially reasonable steps in accordance with normal industry practice to protect the Intellectual Property contained in the Software.

(f) The Software does not infringe upon, violate or constitute the unauthorized use of any rights owned or controlled by any third party. Any use and development of the Software by ALGT and AIS does not and will not violate any rights of CMS in the Software.

(g) No third party is misappropriating, infringing, diluting or violating any Intellectual Property contained in the Software.

(h) The Software was either (i) developed by CMS; or (ii) developed by independent contractors who have assigned their rights to CMS pursuant to written agreements. CMS has licensed to RPW its interest in the Software for Travel Applications (as defined in

Section 5.03(a)). The Software does not contain any programming code, documentation or other materials or development environments that embody Intellectual Property rights of any Person other than CMS, except for such materials or development environments obtained by CMS from other Persons who make such materials or development environments generally available to all interested purchasers or end-users on standard commercial terms without limitations on use, modifications or commercialization.

(i) No one other than CMS and RPW has the right to use the Software other than the licensees under the Existing License Agreement.

2.10 Contracts . RPW is not party to any contract other than the CMS License Agreement.

2.11 Employee Benefits . RPW has no employees other than Wilson and does not provide any employee benefits to Wilson which will not terminate upon the Merger. Wilson represents that RPW does not owe him any unpaid compensation.

2.12 Litigation . There are no Legal Proceedings pending or, to the best of RPW’s knowledge, threatened against or affecting RPW or any of its properties or assets, at law or in equity, and there are no disputes between RPW and any Person of which RPW has notice. There is no outstanding or, to the best of RPW’s knowledge, threatened Order of any Governmental Body against, affecting or naming RPW or affecting any of its assets.

2.13 Compliance with Laws; Permits .

(a) RPW is and at all times has been in compliance with all Laws and Orders promulgated by any Governmental Body applicable to RPW or to the conduct of the business or operations of RPW or the use of its assets. RPW has not received, and does not know of the issuance of, any notices of violation or alleged violation of any such Law or Order by any Governmental Body.

(b) RPW has obtained all Permits necessary for the conduct of its business as currently conducted.

2.14 Financial Advisors . No agent, broker, investment banker, finder, financial advisor or other person acting on behalf of RPW or Wilson is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof based in any way on agreements, arrangements or understandings made by or on behalf of RPW.

2.15 Compliance with Other Instruments, None Burdensome, etc . RPW is not in violation of any term of its Articles of Incorporation or By-laws, of any term or provision of any mortgage, indebtedness, indenture, contract, agreement, instrument, judgment or decree, and is not in violation of any order, statute, rule or regulation applicable to RPW. The execution, delivery and performance of and compliance with this Agreement have not resulted and will not result in any violation of, or conflict with, or constitute a default under, RPW’s Articles or By-laws or, in any material respect, result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the assets of RPW.

2.16 Investment Intent . Wilson acknowledges that the Merger Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and that the Merger Shares will be issued to Wilson and CMS in reliance upon exemptions from registration. Each of Wilson and CMS is an accredited investor as defined under the Securities Act.

2.17 Disclosure; Survival . To the best knowledge of RPW, there is no fact which has not been disclosed to ALGT of which RPW is aware and which materially adversely affects or could reasonably be anticipated to materially adversely affect the Intellectual Property rights of RPW. All representations, warranties, covenants and agreements set forth in this Agreement or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and shall not be affected by any examination made for or on behalf of ALGT, or the acceptance by ALGT of any certificate or opinion.

ARTICLE III

Representations and Warranties of ALGT and AIS

ALGT and AIS do hereby represent and warrant to Wilson as follows:

3.01 Organization and Standing; Certificate and By-laws . Each of ALGT and AIS is a corporation duly organized and existing under, and by virtue of, the laws of the State of Nevada and is in good standing under such laws. Each of ALGT and AIS has the requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted.

3.02 SEC Reports . Since January 1, 2008, ALGT has filed all forms, reports and documents required to be filed by ALGT with the Securities and Exchange Commission (the “SEC”). All such required forms, reports and documents are referred to herein as the “SEC Reports.” As of their respective dates, the SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

3.03 Authorization and Enforceability . Each of ALGT and AIS has all requisite legal and corporate power and authority to execute and deliver this Agreement, to carry out and perform its obligations under the terms of this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of ALGT, AIS and their directors and stockholders necessary for the authorization, execution, delivery and performance of this

Agreement by ALGT and AIS, and the performance of all of ALGT’s and AIS’ obligations hereunder has been taken. This Agreement, as well as each of the other documents to be executed in conjunction with the Merger, when executed and delivered by ALGT and AIS (and assuming the due authorization, execution and delivery by the other parties hereto), shall constitute a valid and binding obligation of each of ALGT and AIS, enforceable in accordance with its terms.

ARTICLE IV

The Merger

4.01 Effect of the Merger . At the Effective Time of the Merger, (a) RPW and AIS (the “Constituent Corporations”) shall be merged into a single corporation by RPW merging with and into AIS (the “Surviving Corporation”), which shall survive the Merger, pursuant to the provisions of the NRS and New Hampshire Business Corporation Act; (b) the separate corporate existence of RPW shall cease and the Surviving Corporation shall become the owner, without transfer, of all rights and property of the Constituent Corporations; (d) the Surviving Corporation shall become subject to all the debts and liabilities of the Constituent Corporations in the same manner as if the Surviving Corporation had itself incurred them; and (e) the Merger will have all other effects as set forth in the NRS.

4.02 Governance of AIS after Merger .

(a) On the Effective Date of the Merger, the Articles of Incorporation of AIS shall be the Articles of Incorporation of the Surviving Corporation.

(b) On the Effective Date of the Merger, the bylaws of AIS, as in effect on the Effective Date of the Merger, shall remain the bylaws of the Surviving Corporation until they shall thereafter be duly amended.

(c) On the Effective Date of the Merger, the Directors of AIS shall be Maurice J. Gallagher, Jr. and [M. Ponder Harrison], who shall serve until their successors are elected and qualified in accordance with the bylaws of the Surviving Corporation.

4.03 Exchange of Shares .

(a) On the Effective Date of the Merger, ALGT shall issue a total of 41,450 shares of common stock. Of these shares, 7,150 shares shall be issued in the name of CMS at the direction of RPW and upon receipt by ALGT of an investment letter from CMS in a form satisfactory to ALGT. The remaining 34,300 shares (the “Merger Shares”) will be issued in the name of Wilson.

(b) The then issued and outstanding shares of AIS common stock (owned by ALGT) shall be unaffected by the Merger.

(d) After the Effective Date of the Merger, the sole holder of the shares of certificates representing RPW Common Stock shall be entitled to receive upon the surrender of such certificates a certificate representing the number of shares of ALGT Common Stock to which such stockholder is entitled as provided by paragraph (a) above. Until such time as RPW Common Stock certificates are presented, surrendered and exchanged, each such certificate of RPW Common Stock shall be deemed for all purposes to evidence ownership of the number of shares of ALGT Common Stock into which they shall have been converted pursuant to the Merger.

(d) In connection with the receipt of the ALGT Common Stock to which he is entitled, Wilson hereby represents and warrants as follows: (i) that he is acquiring the ALGT Common Stock for investment for his own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof; (ii) that he understands that the ALGT Common Stock has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the stockholder’s representations as expressed herein; and (iii) that he acknowledges that the ALGT Common Stock must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available.

ARTICLE V

Other Agreements

5.01 Tax Treatment . Each of ALGT, AIS and RPW will use its best efforts to cause the Merger to qualify as a reorganization under the provisions of Section 368(a) of the Code. Neither party nor any affiliate shall take any action that would cause the Merger not to qualify as a reorganization under Section 368(a) except to the extent that such action is specifically contemplated by this Agreement.

5.02 Employment of Wilson . ALGT shall offer employment to Wilson under the terms of an employment agreement (the “Employment Agreement”) to be entered into in connection with the Merger.

5.03 Repurchase Right .

(a) ALGT shall have the right to repurchase the Merger Shares as hereinafter provided in the event Wilson’s employment with ALGT is terminated on or before March 15, 2011, as a result of Wilson’s resignation other than for Good Reason (as defined in the Employment Agreement) or as a result of a termination by ALGT for cause as provided in the Employment Agreement. For clarity, no portion of the Merger Shares will be subject to repurchase if Wilson’s employment terminates as a result of his death or disability, as a result of

termination by ALGT without cause or for any reason after March 15, 2011. The shares issued by ALGT in the Merger in the name of CMS shall not be subject to repurchase. The repurchase right shall be exercisable with respect to all or any portion of the Merger Shares at any time within 180 days following the effective date of Wilson’s termination of employment. The repurchase right shall be exercisable by written notice provided by ALGT to Wilson within such time period specifying the number of Merger Shares to be repurchased and a closing date (not later than 15 days after the repurchase notice).

(b) The purchase price for all of the Merger Shares shall be based on the date of termination as follows (subject to adjustment as provided in paragraph (c) below):

Date of Termination	Purchase Price for all of Merger Shares
On or before March 31, 2009	$	130,000
April 1, 2009 – June 30, 2009	$	260,000
July 1, 2009 – September 30, 2009	$	390,000
October 1, 2009 – December 31, 2009	$	520,000
January 1, 2010 – March 31, 2010	$	650,000
April 1, 2010 – June 30, 2010	$	780,000
July 1, 2010 – September 30, 2010	$	910,000
October 1, 2010 – December 31, 2010	$	1,040,000
January 1, 2011 – March 15, 2011	$	1,170,000

If ALGT elects to purchase only a portion of the Merger Shares, then the purchase price for such shares shall be the applicable amount determined above multiplied by the percentage of the total Merger Shares represented by the shares being repurchased.

(c) Notwithstanding ALGT’s right to repurchase Merger Shares as provided in this Section, Wilson shall have the right to sell in the public market a portion of his Merger Shares as follows: (i) up to 25% of the Merger Shares may be sold after the date that is six (6) months after the Effective Date of Merger, and (ii) up to another 25% of the Merger Shares may be sold after the date that is one (1) year after the Effective Date of the Merger. There shall be no restriction on sales of Merger Shares after March 15, 2011. Wilson shall be required to report to ALGT all sales of the Merger Shares, the date of each sale and the net proceeds from each sale of Merger Shares. In the event of any sales of Merger Shares, the purchase price specified in paragraph (b) above shall be reduced (but not below $10,000) by the net proceeds received by Wilson from the sale of any Merger Shares prior to the date of repurchase.

(d) At the closing, ALGT shall pay the purchase price to Wilson in cash upon receipt from Wilson of the Merger Shares being repurchased, free and clear of any and all Liens.

(e) Until March 15, 2011, the Merger Shares shall bear a restrictive legend as follows:

“The transfer, pledge or encumbrance of the shares of stock represented by this certificate is restricted under the terms of an Agreement and Plan of Merger dated March 15, 2009, a copy of which is on file at the office of the Company.”

Such legend shall not preclude Wilson from selling Merger Shares to the extent allowed by paragraph (c) above.

5.03 Noncompete; Nonsolicitation of Employees .

(a) Wilson agrees that for a period of three (3) years following the Effective Date of the Merger, Wilson shall not, directly or indirectly, develop, market, sell, support, consult or advise or otherwise promote for use in the United States, any product with functionality included in the Software and in the field of Travel Applications. For these purposes, “Travel Applications” shall mean all applications involving the travel industry, including, but not limited to, air travel, travel agencies, on-line bookings, hotels, rental cars, travel attractions, tours ( e.g., bus travel, train travel and cruises) and related travel services.

(b) Wilson agrees that for a period of five (5) years following the Effective Date of the Merger, he will not, directly or indirectly, on his own behalf or in the service of or on behalf of others, hire any Prohibited Employee or request or induce any Prohibited Employee to terminate that person’s employment or relationship with ALGT or to accept employment with any other person. For these purposes, “Prohibited Employee” means any employee, independent contractor or consultant of ALGT or its subsidiaries who worked for ALGT or its subsidiaries at any time within six (6) months prior to the Determination Date and the “Determination Date” shall mean any date as of which a determination is being made as to who is a Prohibited Employee.

(c) Wilson acknowledges that a breach by him of this Section will result in irreparable and continuing damage to ALGT and any breach or threatened breach of the covenants provided in this Section shall be subject to specific performance by temporary as well as permanent injunction or any other equitable remedies of any court of competent jurisdiction.

(d) The parties hereto agree that: (i) Wilson’s covenants and agreements contained in this Section are not incidental to any employment arrangement, but rather are incidental to the sale of the business of RPW being consummated by way of the Merger, (ii) the covenants contained in this Section are reasonably necessary to protect the interests of ALGT in whose favor said covenants and agreements are imposed in light of the nature of ALGT’s business and the parties’ substantial investment in its business; (iii) the restrictions imposed by this Section are not greater than are necessary for the protection of ALGT in light of the substantial harm that ALGT will suffer should Wilson breach any of the provisions of said covenants or agreements; (iv) the period of restriction contained in this Section is fair and reasonable in that it is reasonably required for the protection of ALGT; (v) the geographical area of restriction contained in this Section is fair and reasonable in that ALGT’s business has been developed on a national basis; and (vi) the nature, kind and character of the activities Wilson is prohibited to engage in are reasonable and necessary to protect ALGT.

(e) Wilson acknowledges and agrees that each of the covenants and agreements contained in this Section is made by him in consequence of and as a specific inducement to the parties to this Agreement to enter into the Merger and to protect and preserve the benefit of this Agreement to all such parties; that each of the covenants is reasonable and necessary to protect and preserve the benefits received by the parties under this Agreement; irreparable loss and damage will be suffered by ALGT should Wilson breach any of such covenants and agreements; each of such covenants and agreements is separate, distinct and severable not only from the other of such covenants and agreements but also from the other and remaining provisions of this Agreement; that the unenforceability of any such covenant or agreement shall not affect the validity or enforceability of any other such covenant or agreements or any other provision or provisions of this Agreement; and that, in addition to other remedies available to it, ALGT shall be entitled to both temporary and permanent injunctions to prevent a breach or contemplated breach by Wilson of any of such covenants or agreements.

(f) In the event a court of competent jurisdiction determines that Wilson has breached any of the foregoing covenants contained in this Section, Wilson shall pay all costs of enforcement of these provisions, including, but not limited to, court costs and reasonable attorneys’ fees.

(g) If the provisions of this Section should ever be adjudicated to exceed the time, geographic or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic or other limitation permitted by applicable law.

5.04 Bankruptcy of ALGT . In the event prior to March 15, 2011, ALGT files a voluntary petition for bankruptcy protection or there is an involuntary bankruptcy petition filed against ALGT which is not dismissed within sixty (60) days and if Wilson is not employed by ALGT at that time, then ALGT and AIS shall provide Wilson with a non-exclusive, fully paid, perpetual license to the Software (as then in existence) for use only in connection with Wilson’s pursuit of a software development and support business and subject to the terms of the CMS License Agreement.

ARTICLE VI

Indemnification by Wilson

6.01 Agreement to Indemnify . Subject to the terms and conditions of this Article VI, Wilson agrees to indemnify, defend and hold ALGT harmless, on demand from and against any and all demands, claims, actions, causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation interest, penalties and reasonable attorneys’ fees and expenses, asserted against, imposed upon or incurred by ALGT or AIS by reason of, or resulting from or in connection with: (a) a breach of any representation or warranty made by, or covenant of, or other agreements or obligations of RPW or Wilson which is contained in, or made pursuant to, this Agreement; or (b) any Undisclosed Liabilities of RPW. As used in this Agreement, “Undisclosed Liabilities of RPW” means any liability, debt or obligation of any nature of RPW as of the date of the Merger, whether liquidated, contingent, accrued, absolute or otherwise, that

is not specifically set forth elsewhere in this Agreement or on the Schedules to this Agreement or, if so set forth, the amount by which such liabilities, debts or obligations, as finally determined, exceeds the amount thereof so disclosed.

6.02 Amount Uncertain . The fact that the amount of indemnification cannot be determined or established at the time written notice or demand is given hereunder to an Indemnitor shall not limit or affect the right of ALGT to obtain full indemnification to the extent provided herein.

6.03 Condition to Indemnification . As a condition to indemnification hereunder, ALGT or AIS shall be required to provide Wilson with written notice of the circumstances resulting in the claim for indemnification, which notice shall be given promptly after first obtaining actual knowledge thereof. Wilson shall not be obligated to indemnify ALGT or AIS for any liabilities pursuant to this Article VI for any claim for which ALGT or AIS has not made a good faith claim against Wilson within three (3) years after the date of this Agreement, and any claim not so filed shall be forever barred. Further, no claim shall be asserted under this Article VI unless the liabilities have exceeded $10,000 on an aggregate basis, in which case, claims for indemnification hereunder may be made for the entire amount of such liabilities, including the initial $10,000.

6.04 Offset Rights . In the event of any indemnification claims against Wilson, ALGT shall have the right to offset the amount thereof against amounts due to Wilson under any employment or other agreement with ALGT and shall also have the right to require that the proceeds of any sale of the Merger Shares be applied against any indemnification claim.

ARTICLE VII

Definitions

7.01 Certain Definitions . For all purposes of this Agreement, the following terms shall have the meanings indicated below:

“Affiliate” of any Person means any Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“ AIS ” means that certain Nevada corporation that is a party hereto.

“ALGT” means that certain Nevada corporation that is a party hereto.

“Closing Date” or “Closing” shall have the meaning set forth in Section 1.02 hereof.

“Code “ means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Constituent Corporations” means AIS and RPW.

“Effective Date of Merger” shall have the meaning set forth in Section 1.01 hereof.

“ Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

“ Knowledge ” Wherever in this Agreement any representation or warranty is expressed in the terms of “knowledge” or “to the best of its knowledge” of RPW, such knowledge shall be deemed to refer to matters which the stockholder, officers and directors of RPW knew or should have known after diligent inquiry.

“Law” means any federal, state, local or foreign law (including common law), statute, code, ordinance, rule, regulation or other requirement or guideline.

“Legal Proceeding” means any judicial, administrative or arbitral actions, suits, proceedings (public or private), claims or governmental proceedings.

“Lien” means any lien, pledge, hypothecation, levy, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, or other real estate declaration, covenant, condition, restriction or servitude, transfer restriction under any shareholder or similar agreement, encumbrance or any other restriction or limitation whatsoever.

“Order” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award.

“Permits” means any approvals, authorizations, consents, licenses, permits or certificates by any Governmental Body.

“Person ” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

“RPW” means that certain New Hampshire corporation that is a party hereto.

“RPW Common Stock” shall have the meaning set forth in Section 2.02 hereof.

“Surviving Corporation” shall mean AIS.

“Undisclosed Liabilities” shall have the meaning set forth in Section 6.01.

ARTICLE VIII

General

8.01 Amendments . This Agreement and the form of any exhibit attached hereto may be amended in writing by the parties hereto at any time prior to the Effective Date of the Merger.

8.02 Schedules . Each Schedule described in this Agreement has been delivered simultaneously with the execution and pursuant to the terms of this Agreement. Any information supplied to either party in writing between the date hereof and the Closing Date if accepted by either party shall be made a part of the Schedules hereto and be deemed to have been disclosed to the other party for all purposes of this Agreement.

8.03 Governing Law; Jurisdiction . This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of Nevada. Each of the parties hereto further agrees that any action or proceeding brought or initiated in respect of this Agreement may be brought or initiated in the United States District Court for the State of Nevada or in any District Court located in Clark County, Nevada, and each of the parties hereto consents to the exercise of personal jurisdiction and the placement of venue in any of such courts, or in any jurisdiction allowed by law, in any such action or proceeding and further consents that service of process may be effected in any such action or proceeding in the manner provided in Section 14.065 of the Nevada Revised Statutes or in such other manner as may be permitted by law. Each of the undersigned further agrees that no such action shall be brought against any party hereunder except in one of the courts above named.

8.04 Notices . All notices hereunder shall be deemed given if in writing and delivered personally or sent by telecopy (with written evidence of receipt), telegram, registered mail or certified mail (return receipt requested) to the parties at the following addresses (or at such other addresses as shall be specified by like notice):

(a) If to RPW or Wilson, to:

1100 Peaked Hill Road

Bristol, NH 03222

Attention: Robert P. Wilson, III

Fax #:

(b) If to ALGT or AIS, to:

Allegiant Travel Company

8360 S. Durango Drive

Las Vegas, NV 89113

Attention: Maurice J. Gallagher, Jr.

Fax #: 702-851-7301

With a copy to:

Ellis Funk, P.C.

3490 Piedmont Road, Suite 400

Atlanta, Georgia 30305

Attn: Robert B. Goldberg, Esq.

Fax: (404) 233-2188

Any such notice or communication shall be deemed to have been given as of three days after posting, one day after next day delivery service or upon personal delivery or confirmed telecopy.

8.05 No Assignment . This Agreement may not be assigned by operation of law or otherwise without the express written consent of the other parties.

8.06 Headings . The descriptive headings of the several Articles, Sections and paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

8.07 Counterparts; Fax Signatures . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to each of the other parties hereto. The parties agree that facsimile signatures will have the same force and effect as originals.

8.08 Entire Agreement . This Agreement and the exhibits hereto and other documents delivered or to be delivered pursuant hereto or incorporated by reference herein, taken together contain the entire agreement between the parties hereto concerning the transactions contemplated hereby and supersede all prior agreements or understandings, written or oral between the parties hereto relating to the subject matter hereof. No oral representation, agreement or understanding made by any party hereto shall be valid or binding upon such party or any other party hereto.

8.09 Further Assurances . Subject to the terms and conditions expressly set forth herein, the parties hereto shall use their best commercially reasonable efforts to do and perform or cause to be done and performed all further acts required hereby, and in that connection shall execute and deliver all other agreements, certificates, instruments or documents, as the other party may reasonably request in order to promote and effectuate the intent and purpose of this Agreement and the consummation of the merger contemplated hereby. Neither party hereto shall voluntarily undertake any course of action inconsistent with the performance or satisfaction of the requirements applicable to it set forth in this Agreement, and each party shall promptly do all such acts and take all such measures as may be appropriate to enable it to perform as early as practicable the obligations herein required to be performed by it.

8.10 Severability . The parties intend for this Agreement to be severable. It is mutually agreed that in the event any paragraph, subparagraph, section, subsection, sentence, clause or phrase hereof shall be construed as illegal, invalid or unenforceable for any reason, such determination shall in no manner affect the other paragraphs, subparagraphs, sections, subsections, sentences, clauses or phrases hereof which shall remain in full force and effect, as if

the said paragraph, subparagraph, section, subsection, sentence, clause or phrase so construed as illegal, invalid or unenforceable were not originally a part hereof, and the enforceability hereof as a whole will not be affected. The parties hereby declare that they would have agreed to the remaining parts hereof if they had known that such parts hereof would be construed as illegal, invalid or unenforceable.

8.11 Interpretive Matters . No provision of this Agreement shall be interpreted in favor of, or against, any of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first above written.

	ALLEGIANT TRAVEL COMPANY


	By:	/s/ Maurice J. Gallagher, Jr.


	ALLEGIANT INFORMATION SYSTEMS, INC.


	By:	/s/ Maurice J. Gallagher, Jr.


	RPW CONSOLIDATED INFORMATION SYSTEMS, INCORPORATED


	By:	/s/ Robert P. Wilson, III


	/s/ Robert P.Wilson, III
	ROBERT P. WILSON, III

SCHEDULE 2.05

Legal Fees owed to Ellis Funk, P.C.

7,294.00

SCHEDULE 2.09(a)

License Agreement to Pinnacle Airlines

Exhibit 10.2

PERPETUAL SOFTWARE LICENSE AGREEMENT

This Perpetual Software License Agreement (the “Agreement”) is made and entered into this 15 th day of March, 2009 (the “Effective Date”), by and between CMS Solutions, Inc., a California corporation (“Licensor”), MITCHELL ALLEE (“Allee”) and RPW Consolidated Information Systems Incorporated, a New Hampshire corporation (“Licensee”).

W I T N E S S E T H :

WHEREAS, Licensor has developed and owns software commonly referred to “Icarus Airline Web 6.0”, which is a content management system designed to assist an organization in the travel industry streamline its business processes; and

WHEREAS, Licensee wishes to license the Software from Licensor, and Licensor is willing to license the Software to Licensee, upon the terms and conditions set forth in this Agreement; and

WHEREAS, Allee owns all of the outstanding shares of stock in Licensor.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and warranties herein contained, the parties hereby agree as follows:

ARTICLE I
CERTAIN DEFINITIONS

1.1 “Existing License Agreement” shall mean that certain non-exclusive license agreement for the use of the Software set forth on Exhibit “A” attached hereto. Licensor agrees that it will not permit the Software to be used under the Existing License Agreement for any purpose beyond the airline operations of Pinnacle Airlines.

1.2 “Intellectual Property” shall mean all logos, domain names, trademarks and service marks (whether registered or unregistered), trade names, trade dress, designs and general intangibles of like nature, together with all goodwill related thereto (collectively, “Trademarks”); United States and foreign patents, patent applications, patent license rights, industrial design registrations, patentable inventions and certificates of invention (including any continuations, continuations-in-part, divisionals, reissues, renewals and applications related thereto) (collectively “Patents”); rights associated with works of authorship or expression, including all exclusive exploitation rights, copyrights, neighboring rights, moral rights and mask works (including any registrations and applications therefor and whether registered or unregistered), (collectively “Copyrights”); and information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (1) derives independent economic value, actual or potential, from not being generally known to the public or to other Persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts to maintain its secrecy (collectively, “Trade Secrets”). “Trade Secrets” include computer software; databases; works of authorship; mask works; technology; know-how, proprietary processes, formulae, algorithms, models, user interfaces, customer lists, inventions, discoveries, concepts, ideas, techniques, methods, source codes, object codes, methodologies and, with respect to all of the foregoing, related confidential data or information.

1.3 “Law” shall mean any federal, state, local or other law, statute, ordinance, regulation, rule, policy, guideline, ordinance, order, judgment, consent decree, permit, settlement agreement, judicial or administrative decision, injunction or requirement of any kind applicable to or binding on Licensee, Licensor, or the Software.

1.4 “Licensee Derivative Works” shall mean all modifications, improvements, additions, changes, revisions and enhancements, and any derivatives thereof, of the Software developed by Licensee.

1.5 “Lien” shall mean any encumbrance or restriction of any kind, including, without limitation, any pledge, security interest, lien, charge, hypothecation, claim, option, right of first refusal or restriction, however imposed.

1.6 “Losses” shall mean all liabilities, equitable remedies, losses, costs, fines, damages of any nature, judgments, penalties, diminution of value, or expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation).

1.7 “Person” shall mean any individual, corporation, partnership, limited liability company, association, trust, or other entity or organization.

1.8 “Software” shall mean the Icarus Airline Web 6.0 software and includes any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, schematics, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, and (iv) all documentation, including user manuals and training materials, relating to any of the foregoing (the “Documentation”).

1.9 “Travel Applications” shall mean the use of the Software for all applications involving the travel industry, including, but not limited to, air travel, bus travel, train travel, cruises, travel agencies, on-line bookings, hotels, rental cars, travel attractions, tours, and related travel services.

ARTICLE II
GRANT OF LICENSE

2.1 Licensor hereby grants to Licensee, with the exception of the Existing License Agreement, an exclusive, worldwide, irrevocable, perpetual license to use and sublicense Licensor’s Software for any and all Travel Applications. Licensor has supplied Licensee without charge one (1) copy of all Documentation. For clarity, Licensor and Allee confirm that exclusive ownership and use of the Software for Travel Applications belong to Licensee, and neither Licensor nor Allee shall ever be permitted to use the Software or any portion or derivatives thereof for Travel Applications.

Licensee may request Licensor’s consent to other uses of the Software not interfering with Licensor’s use or planned use or marketing of the Software for applications other than Travel Applications and Licensor’s consent thereto shall not be unreasonably withheld.

2.2 Licensee may use, enjoy and obtain economic benefit from the Software in any manner it chooses, including without limitation entering into sublicense arrangements. Licensor acknowledges that Licensee intends to modify the Software for application in its own business or in the businesses of Licensee’s sublicensees. Licensor shall provide Licensee with a copy of the source code for such purposes. Nothing contained herein shall preclude Licensee from

compiling a program in which a source code listing is produced in the ordinary course of modifying or enhancing the Software. Any modified version of the licensed Software will constitute Licensee Derivative Works hereunder that may be used by Licensee and that shall be owned exclusively by Licensee. Licensor shall have no rights to any of Licensee’s Derivative Works and if exposed to any of Licensee’s Derivative Works, shall treat such Derivative Works as Licensee’s confidential information and shall not use or disclose such Derivative Works at any time without the prior written consent of Licensee. Licensor agrees to take reasonable steps necessary to insure that persons having access to Licensee’s Derivative Works refrain from any unauthorized reproduction or disclosure of such information and data other than to those employees of Licensor who (i) have a need to have such access in order to enable Licensee to utilize the Software as contemplated by this Agreement, and (ii) have been advised of and have agreed to treat such Derivative Works as confidential. Licensor agrees to take reasonably necessary security measures in order to satisfy its obligations of nondisclosure hereunder. Licensor agrees to notify Licensee promptly of the circumstances surrounding any unauthorized possession, use or knowledge of any part of Licensee’s Derivative Works or physical embodiments thereof, the Documentation therefore, or other information made available to Licensor pursuant to this Agreement. Licensor acknowledges and agrees that in the event of an unauthorized reproduction or disclosure of any confidential information or data subject to this Section, Licensee will not have an adequate remedy at law and therefore injunctive or other equitable relief would be proper to restrain such reproduction or disclosure, threatened or actual.

2.3 Allee and Licensor each covenant and agree that for a period of five (5) years following the Effective Date, they shall not develop, support, market, sell, or otherwise promote, either directly or indirectly, any product with substantially similar functionality to the Software in the field of Travel Applications. So long as (and only so long as) Allee owns, controls and manages Licensor, nothing in this Section 2.3 shall preclude Allee or Licensor from developing, marketing or supporting software for venue-specific travel attractions. By way of example, Licensor would have the ability to perform software services in connection with campgrounds, concert halls, nature tours, historic tours and the like, but not if coupled with other Travel Applications. By way of amplification, nothing herein shall ever permit Allee or Licensor (during the restricted period) to perform software services for airlines (other than under the Existing License Agreement) or travel agencies or for on-line booking services for air transportation, hotels, rental cars or travel packages. Further, Allee (but not Licensor) shall not be precluded from consulting on an hourly fee for service basis concerning travel or reservation matters, but shall not be permitted to sell or develop software in that role. Allee may also request Licensee’s consent to other activities not interfering with Licensee’s use or planned use or marketing of the Software, and Licensee’s consent shall not be unreasonably withheld. As a condition to permitting Licensor or Allee to perform services within the exceptions provided in this Section 2.3, Licensor and Allee shall be required to report to Licensee monthly (or at such other intervals to which parties may agree) as to all activities conducted by Licensor or Allee within such exceptions.

2.4 Licensor covenants and agrees that for a period of one (1) year following the Effective Date (the “Transition Period”), Licensor shall provide Licensee with ongoing support in connection with the maintenance and proper performance of the Software and for the creation and performance of any Licensee Derivative Works that may be developed by Licensee during the Transition Period. The terms of such support shall be as described in Exhibit “B” attached hereto and hereby made a part hereof.

2.5 Licensor agrees that Licensee (or Allegiant as its successor in interest) will have the right to directly hire any personnel of Licensor without any liability to Licensor whatsoever. Licensor acknowledges that Licensee (or Allegiant) will likely offer employment to one or more of Licensor’s programmers.

ARTICLE III
LICENSE FEE; DEFAULT

3.1 The total fee (the “License Fee”) for the license granted hereunder shall be Seven Thousand One Hundred Fifty (7,150) shares (the Allegiant Shares”) of Allegiant Travel Company (“Allegiant”). The Allegiant Shares shall be issued in the name of Licensor upon the execution of this Agreement. Licensor acknowledges the Allegiant Shares are not registered under federal or state securities laws and Licensor will not be able to resell the Allegiant Shares without registration under federal and applicable state securities laws or without an exemption therefrom.

3.2 The following rights and obligations of the respective parties shall survive termination under this Article III:

(a) the representations and warranties of Licensor under Article IV shall survive and continue and shall bind Licensor and its legal representatives, successors, heirs and assigns; and

(b) sublicenses granted by Licensee pursuant to this Agreement prior to the date of termination shall continue in effect.

3.3 This Agreement shall have an indefinite term, shall not be terminable and shall remain in full force and effect perpetually.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF LICENSOR

Licensor makes the following representations and warranties to Licensee:

4.1 Licensor is a duly organized corporation, validly existing and in good standing under the laws of the State of California, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

4.2 Licensor has full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Licensor. This Agreement has been duly and validly executed and delivered by Licensor, and constitutes the legal, valid and binding obligation of Licensor, enforceable in accordance with its terms. The execution, delivery and performance by Licensor of this Agreement and all other instruments, agreements, certificates and documents contemplated hereby (a) do not, and will not, violate or conflict with any provision of the articles of incorporation, bylaws or other governing documents

of Licensor; (b) do not, and will not, violate or constitute a default under any Law or any contract to which Licensor is a party, or by which Licensor or the Software is bound; (c) will not result in the creation of any Lien upon the Software; and (d) to the best of Licensor’s knowledge, do not, and will not, constitute an infringement or other violation of any copyright, trade secret, trademark, patent, invention, proprietary information, non-disclosure or other rights of any third party. No notice to, filing with, authorization of, exemption by, or consent of any Person is required in order for Licensor to consummate the transactions contemplated hereby.

4.3 Licensor has provided all versions, modifications, modules and portions of the Software to Licensee, including all manuals, work papers and other documents and electronic information related to the Software.

4.4 To the best of Licensor’s knowledge, the Software is merchantable and fit for the particular purposes for which it is intended and operates substantially in accordance with the specifications contained in the Documentation.

4.5 Licensor has good and marketable title to the Software, free and clear of all Liens.

4.6 To the best of Licensor’s knowledge, there are no agreements or contracts, whether or not in writing, to which Licensor is a party which may: (i) contain provisions restricting and/or affecting the development, distribution, use, marketing or sales of products or services relating to the Software; (ii) involve any joint venture, partnership, license or other arrangement through which another party has any ownership or use rights in the Software; (iii) identify the Software for security against a debt or obligation; or (iv) require the disclosure of the Software’s source or object code or a portion thereof.

4.7 There is no action, suit, proceeding, or investigation pending or, to the best of Licensor’s knowledge, threatened against Licensor that (i) questions the right of Licensor to enter into this Agreement or to consummate the transactions contemplated hereby or thereby, (ii) questions Licensor’s ownership of the Software, or (iii) would, if determined adversely, result in Licensor being deemed anything less than the complete owner of all intellectual property rights in the Software. Licensor is aware of no other litigation, claims or threatened claims pertaining to the Software.

4.8 To the best of Licensor’s knowledge, Licensor has taken commercially reasonable steps in accordance with normal industry practice to protect the Intellectual Property contained in the Software; provided, however, that Licensee recognizes that Licensor has not taken steps to copyright the Software.

4.9 To the best of Licensor’s knowledge, the Software does not infringe upon, violate or constitute the unauthorized use of any rights owned or controlled by any third party.

4.10 To the best of Licensor’s knowledge, no third party is misappropriating, infringing, diluting or violating any Intellectual Property contained in the Software. At Licensee’s direction, Licensor will enforce all rights it may have against anyone who acquired access to the Software through Licensor.

4.11 To the best of Licensor’s knowledge, the Software does not and will not contain any software routine, code or instruction, hardware component or combination of the above which is designed to intentionally disable or otherwise repossess the Software by electronic or other means for any reason. To the best of Licensor’s knowledge, the Software does not and will not contain any software routine, code or instruction, hardware component or combination thereof (collectively a “Virus”), that is designed to (a) permit unauthorized access to any of the end-user’s computer systems; or (b) disable, delete, modify, damage or erase software, hardware or data. The term “Virus” is intended to include, but is not limited to, components that are commonly referred to as “viruses,” “back doors,” “time bombs,” “Trojan Horses,” “worms,” or “drop dead devices.”

4.12 The Software was either (i) developed by Licensor; or (ii) developed by independent contractors who have assigned their rights to Licensor pursuant to written agreements. To the best of Licensor’s knowledge, the Software does not contain any programming code, documentation or other materials or development environments that embody Intellectual Property rights of any Person other than Licensor, except for such materials or development environments obtained by Licensor from other Persons who make such materials or development environments generally available to all interested purchasers or end-users on standard commercial terms without limitations on use, modifications or commercialization. Licensor agrees to notify Licensee promptly of the circumstances surrounding any unauthorized possession, use or knowledge of any part of the Software or physical embodiments thereof, the Documentation or other information licensed to Licensee pursuant to this Agreement.

ARTICLE V
INDEMNIFICATION

5.1 Licensor agrees to indemnify and defend Licensee and its affiliates (as well as Licensee’s and such affiliates’ respective directors, officers, agents and employees) (each an “Indemnified Party” and collectively the “Indemnified Parties”) against, and agrees to hold them harmless from, any Losses incurred or suffered by the Licensee relating to or arising out of any of the following:

(a) any breach of or inaccuracy in any representation or warranty made by Licensor pursuant to this Agreement or any certificate, document, writing or instrument delivered by Licensor pursuant to this Agreement;

(b) any breach of or failure by Licensor to perform any covenant or obligation of Licensor set out in this Agreement; and

(c) any alleged, contingent or absolute debt, claim, obligation or other liability of Licensor.

5.2 The Indemnified Party shall give prompt notice to Licensor, in accordance with the terms of Section 6.2 , of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder (an “Action”), specifying with reasonable particularity the basis therefor and giving Licensor such information with respect thereto as Licensor may reasonably request (but the giving of such notice shall not be a condition precedent to indemnification hereunder). Licensor may, at its own expense, (a) participate in and (b) upon notice to the Indemnified Party and Licensor’s written agreement that the Indemnified Party is entitled to indemnification pursuant to Section 5.1 for Losses arising out of such Action,

at any time during the course of any Action, assume the defense thereof; provided , that (v) Licensor’s counsel is reasonably satisfactory to the Indemnified Party; (w) Licensor’s counsel’s representation of both Licensor and the Indemnified Party will not result in a conflict of interest; (x) the Indemnified Party is reasonably satisfied that Licensor has the financial ability to satisfy any judgment that may be awarded pursuant to such Action; (y) Licensor shall thereafter consult with the Indemnified Party upon the Indemnified Party’s request for such consultation from time to time with respect to such Action; and (z) Licensor shall thereafter diligently pursue the defense of such Action. If Licensor assumes such defense on such terms, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Licensor. If Licensor does not assume such defense on such terms, the Indemnified Party shall have the right (but not the duty) to assume the defense of such Action at Licensor’s expense. Whether or not Licensor chooses to defend or prosecute any such Action, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that Licensor elects not to assume the defense of any Action, such election shall not relieve Licensor of its obligations hereunder.

5.3 No party shall settle or compromise any claim, suit, action or proceeding without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayed. Any settlement or compromise made or caused to be made by the Indemnified Party or Licensor, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 5.2 shall also be binding upon Licensor or the Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise.

5.4 Should any part of the Software, or the operation thereof, become or in Licensee’s reasonable opinion be likely to become, the subject of a Claim, Licensor shall have the obligation, at Licensor’s expense, to either (i) procure for the Licensee the right to continue using and copying such part of the Software, or (ii) replace or modify such part of the Software so that it becomes non-infringing.

ARTICLE VI
MISCELLANEOUS

6.1 This Agreement may not be amended, modified or supplemented unless such amendment is in writing and duly executed by the parties. No approval, consent or waiver will be enforceable unless signed by the granting party. Failure to insist on strict performance or to exercise a right when entitled does not prevent a party from doing so later for that breach or a future one.

6.2 Any notice, request, instruction or other document to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given, (a) when received if given in person, (b) on the date of transmission if sent by telex, telecopy or other wire transmission or (c) three (3) business days after being deposited in the mail, certified or registered mail, postage prepaid:

If to Licensor or Allee, to:

CMS Solutions, Inc.

2727 N. Grove Industrial

Fresno, California 93727

Attn: Mitchell Allee

With a copy to:

Caswell, Bell & Hillison, LLP

5200 N. Palm Avenue, Suite 211

Fresno, California 93704

Attn: James Bell, Esq.

If to Licensee, to:

RPW Consolidated Information Systems Incorporated

1100 Peaked Hill Road

Bristol, NH 03222

Attn: Rob Wilson

With copies to:

Allegiant Travel Company

8360 S. Durango Drive

Las Vegas, NV 89113

Attn: Maurice J. Gallagher, Jr.

And also to:

Ellis Funk, P.C.

3490 Piedmont Road, Suite 400

Atlanta, GA 30305

Attn: Robert B. Goldberg, Esq.

or to such other individual or address as a party hereto may designate for itself by notice given as herein provided.

6.3 This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be signed by the parties in separate counterparts, with the same effect as if all parties signed the same counterpart. A counterpart signed by a party and transmitted to another party by facsimile will have the same effect as the delivery of the original counterpart.

6.4 Licensor is and shall be an independent contractor to Licensee, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Licensee and either Licensor or any employee or agent of Licensor.

6.5 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California applicable to contracts executed in and performed entirely within that State.

6.6 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. Notwithstanding anything contained herein to the contrary, Licensee shall be permitted to transfer (by merger or otherwise) all of its right, title and interest in this Agreement to Allegiant or an affiliated entity. In that regard, Allegiant (or its affiliate) shall be a third party beneficiary of this Agreement, entitled to enforce any provisions hereof to the same extent as Licensee, with or without Licensee’s involvement in such enforcement proceedings. Upon such transfer and assignment, Allegiant shall succeed to all rights of Licensee hereunder, including, but not limited to, Licensee’s rights to indemnification pursuant to Section 5.1 hereof.

6.7 This Agreement sets forth the entire agreement and understanding of the parties in respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof and is not intended to confer upon any other person any rights or remedies hereunder. There have been no representations or statements, oral or written, that have been relied on by any party hereto, except those expressly set forth in this Agreement.

6.8 Subject to the terms and conditions expressly set forth herein, the parties hereto shall use their best commercially reasonable efforts to do and perform or cause to be done and performed all further acts required hereby, and in that connection shall execute and deliver all other agreements, certificates, instruments or documents, as the other party may reasonably request in order to promote and effectuate the intent and purpose of this Agreement and the consummation of the exclusive license contemplated hereby. Neither party hereto shall voluntarily undertake any course of action inconsistent with the performance or satisfaction of the requirements applicable to it set forth in this Agreement, and each party shall promptly do all such acts and take all such measures as may be appropriate to enable it to perform as early as practicable the obligations herein required to be performed by it.

6.9 The parties acknowledge and agree that each of them have participated in the drafting of this Agreement and that this Agreement has been reviewed by the respective legal counsel for such parties and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be applied to the interpretation of this Agreement. No inference in favor of, or against, any party shall be drawn from the fact that one party has drafted any portion of this Agreement.

6.10 All Exhibits referred to in this Agreement are hereby made a part hereof and incorporated herein by reference.

6.11 Whenever possible each provision and term of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, or determined to be void or unenforceable for any reason, then such provision or term shall be ineffective only to the extent of such prohibition, invalidity or unenforceability, without

invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Agreement, and the prohibited, invalid or unenforceable provision shall be modified to the minimum extent necessary to make it permissible, valid and enforceable, unless the result of any such invalidity or unenforceability shall be to cause a material failure of consideration to the party seeking to sustain the validity or enforceability of the subject provision.

IN WITNESS WHEREOF , the parties have executed and caused this Agreement to be executed and delivered on the date first above written.

	LICENSEE:
	RPW Consolidated Information Systems Incorporated


	By:	/s/ Robert P. Wilson, III
		Robert Wilson, President

	LICENSOR:
	CMS Solutions, Inc.


	By:	/s/ Mitchell Allee
		Mitchell Allee, President


	ALLEE:


	/s/ Mitchell Allee
	Mitchell Allee

EXHIBIT “A”

Existing License Agreement

Pinnacle Airlines

EXHIBIT “B”

Support Agreement

Transition Support to be provided by Licensor (CMS) in accordance with the following:

1. CMS shall guarantee Licensee up to 12 months of programming support at a maximum of $50,000.00 per month. The contracted support shall provide Licensee with at least the same support level as has been provided by CMS to Licensee over the previous two years; provided, however, that Allee shall not be required to devote his personal time to the Licensee support.

2. The support shall be provided by the same CMS personnel who have supported Licensee’s system over the previous two years to the extent they continue to work for CMS. It is contemplated that the support will be provided by four (4) programmers who will work essentially on a full-time basis in support of Licensee’s applications. If one or more of the programmers assigned to Licensee’s support is no longer employed by CMS or is otherwise unable or unwilling to provide such support, then CMS shall have the right to replace such programmer with another programmer acceptable to Licensee, in its reasonable discretion. If CMS does not seek to replace a programmer or if the replacement selected by CMS is not acceptable to Licensee, then the support payment shall be reduced by $12,500.00 per month for each programmer no longer working on the support for Licensee.

3. Licensee will have the right to offer positions to CMS programming staff. Should a member of the current CMS staff accept a position with Licensee, the monthly support rate will be reduced by $12,500.00 per staff member hired by Licensee.

4. Licensee shall have the right to reduce the level of support to be provided by CMS upon sixty (60) days prior written notice, and the monthly support rate shall be reduced proportionately upon the effective date of such reduction.

5. As a condition of the support contract, CMS agrees to assist in bringing new Licensee programmers up to speed with existing software processes being utilized in the development and maintenance of the Software provided that CMS has personnel to provide this support (that is, CMS shall not be required to employ additional personnel to provide the support). CMS agrees to provide this support in its Fresno office or in Licensee’s Las Vegas office as requested by Licensee. If Licensee requests services to be provided away from CMS’s office, then Licensee shall reimburse CMS for reasonable

out-of-pocket travel expenses incurred in connection with such services (subject to Licensee’s policies for travel cost reimbursement).

6. Once the monthly support rate has been reduced to zero, CMS shall make available to Licensee support on an hourly basis and at an hourly support rate provided that CMS has personnel to provide this support (that is, CMS shall not be required to employ additional personnel to provide the support). The support rate would allow Licensee access to CMS programmers for additional support at Licensee’s request. The additional support would be billed at a rate per hour as follows:

Programmer - $75.00 per hour

Consulting Level - $200.00 per hour (Mitch Allee)

Expenses for travel to be paid by Licensee

7. Licensee shall have exclusive title to and use of all copyrights, patents, trade secrets, or other intellectual property rights associated with any programmed software, procedures, work-flow methods, reports, manuals, visual aids, documentation, ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by CMS or its employees or contractors as a part of the work for Licensee under this Support Agreement (“Work Product”). Licensee shall have the sole right to obtain and to hold in its own name copyright, patent, trademark, trade secret, and any other registrations, or other such protection as may be appropriate to any Work Product, and any extensions and renewals thereof. All such Work Product made as a part of the services rendered under this Support Agreement shall, to the extent possible, be deemed “works made for hire” within the meaning of the Copyright Act of 1976, as amended (the “Copyright Act”). CMS hereby expressly disclaims any interest in any and all Work Product. To the extent that any Work Product is found as a matter of law not to be a “work made for hire” under the Copyright Act, CMS hereby assigns to Licensee the sole right, title and interest, including the copyright, in and to all such Work Product, and all copies of them, without further consideration. For purposes of assignment of CMS’s copyright in such Work Product, CMS hereby appoints Licensee as its attorney-in-fact for the purpose of executing any and all documents relating to such assignment. CMS shall obtain specific agreement to the terms of this Section from each of its employees and contractors assigned to perform services under this Support Agreement.

The provisions of this Item 7 shall not be interpreted to expand the scope of the license provided by CMS to Licensee under Article II of the Perpetual Software License Agreement to which this Support Agreement is attached.

Exhibit 31.1

Certifications

I, Maurice J. Gallagher, Jr., President and Principal Executive Officer of Allegiant Travel Company, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Allegiant Travel Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2009	/s/ Maurice J. Gallagher, Jr.
	Title: Principal Executive Officer

Exhibit 31.2

Certifications

I, Andrew C. Levy, Chief Financial Officer and Principal Financial Officer of Allegiant Travel Company, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Allegiant Travel Company;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2009	/s/ Andrew C. Levy
	Title: Principal Financial Officer

Exhibit 32

Allegiant Travel Company Certification under Section 906 of the Sarbanes/Oxley Act - filed as an exhibit to 10-Q for Quarter Ended March 31, 2009

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Allegiant Travel Company (the “Company”) on Form 10-Q for the period ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Maurice J. Gallagher, Jr., Chief Executive Officer of the Company, and Andrew C. Levy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Maurice J. Gallagher, Jr.		/s/ Andrew C. Levy
Maurice J. Gallagher, Jr.		Andrew C. Levy
Principal Executive Officer		Principal Financial Officer
May 4, 2009		May 4, 2009

The foregoing Certification shall not be deemed incorporated by reference by any general statement incorporating by reference this report into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.

Quarterly Report

ARTICLE I

ARTICLE II

Representations and Warranties of RPW and Wilson

(b) The Software is merchantable and fit for the particular purposes for which it is intended and is substantially in accordance with the specifications contained in the Documentation.

(c) There is no action, suit, proceeding, or investigation pending or threatened against RPW that questions the right of RPW to enter into this Agreement or to consummate the transactions contemplated hereby. RPW is aware of no litigation, claims or threatened claims pertaining to the Software.

(e) RPW has taken commercially reasonable steps in accordance with normal industry practice to protect the Intellectual Property contained in the Software.

(f) The Software does not infringe upon, violate or constitute the unauthorized use of any rights owned or controlled by any third party. Any use and development of the Software by ALGT and AIS does not and will not violate any rights of CMS in the Software.

(g) No third party is misappropriating, infringing, diluting or violating any Intellectual Property contained in the Software.

(h) The Software was either (i) developed by CMS; or (ii) developed by independent contractors who have assigned their rights to CMS pursuant to written agreements. CMS has licensed to RPW its interest in the Software for Travel Applications (as defined in

ARTICLE IV

The Merger

ARTICLE VI

ARTICLE VII

Definitions

General

Fax: (404) 233-2188

ARTICLE I CERTAIN DEFINITIONS

1.4 “Licensee Derivative Works” shall mean all modifications, improvements, additions, changes, revisions and enhancements, and any derivatives thereof, of the Software developed by Licensee.

1.5 “Lien” shall mean any encumbrance or restriction of any kind, including, without limitation, any pledge, security interest, lien, charge, hypothecation, claim, option, right of first refusal or restriction, however imposed.

1.6 “Losses” shall mean all liabilities, equitable remedies, losses, costs, fines, damages of any nature, judgments, penalties, diminution of value, or expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation).

1.7 “Person” shall mean any individual, corporation, partnership, limited liability company, association, trust, or other entity or organization.

ARTICLE II GRANT OF LICENSE

ARTICLE III LICENSE FEE; DEFAULT

3.2 The following rights and obligations of the respective parties shall survive termination under this Article III:

(a) the representations and warranties of Licensor under Article IV shall survive and continue and shall bind Licensor and its legal representatives, successors, heirs and assigns; and

(b) sublicenses granted by Licensee pursuant to this Agreement prior to the date of termination shall continue in effect.

3.3 This Agreement shall have an indefinite term, shall not be terminable and shall remain in full force and effect perpetually.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF LICENSOR

4.1 Licensor is a duly organized corporation, validly existing and in good standing under the laws of the State of California, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

4.3 Licensor has provided all versions, modifications, modules and portions of the Software to Licensee, including all manuals, work papers and other documents and electronic information related to the Software.

4.4 To the best of Licensor’s knowledge, the Software is merchantable and fit for the particular purposes for which it is intended and operates substantially in accordance with the specifications contained in the Documentation.

4.5 Licensor has good and marketable title to the Software, free and clear of all Liens.

4.9 To the best of Licensor’s knowledge, the Software does not infringe upon, violate or constitute the unauthorized use of any rights owned or controlled by any third party.

ARTICLE V INDEMNIFICATION

(a) any breach of or inaccuracy in any representation or warranty made by Licensor pursuant to this Agreement or any certificate, document, writing or instrument delivered by Licensor pursuant to this Agreement;

(b) any breach of or failure by Licensor to perform any covenant or obligation of Licensor set out in this Agreement; and

(c) any alleged, contingent or absolute debt, claim, obligation or other liability of Licensor.

ARTICLE VI MISCELLANEOUS

6.5 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California applicable to contracts executed in and performed entirely within that State.

6.10 All Exhibits referred to in this Agreement are hereby made a part hereof and incorporated herein by reference.

ARTICLE I
CERTAIN DEFINITIONS

ARTICLE II
GRANT OF LICENSE

ARTICLE III
LICENSE FEE; DEFAULT

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF LICENSOR

ARTICLE V
INDEMNIFICATION

ARTICLE VI
MISCELLANEOUS