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Amendment No. 16
to the A320
Purchase Agreement
between
AVSA, S.A.R.L.
and
JetBlue Airways Corporation
This Amendment No. 16 (hereinafter referred to as the “Amendment”) is entered into as of April 23rd, 2003, between AVSA, S.A.R.L., a société à responsabilité limitée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “Seller”), and JetBlue Airways Corporation, a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located 118-29 Queens Boulevard, 5th Floor, Forest Hills, New York 11375 USA (hereinafter referred to as the “Buyer”).
WITNESSETH
WHEREAS, the Buyer and the Seller entered into an A320 Purchase Agreement, dated as of April 20, 1999, relating to the sale by the Seller and the purchase by the Buyer of certain Airbus A320-200 aircraft (the “Aircraft”), including twenty-five option aircraft (the “Option Aircraft”), which, together with all Exhibits, Appendixes and Letter Agreements attached thereto and as amended by Amendment No. 1, dated as of September 30, 1999, Amendment No. 2, dated as of March 13, 2000, Amendment No. 3, dated as of March 29, 2000, Amendment No. 4, dated as of September 29, 2000, Amendment No. 5 dated as of November 7, 2000, Amendment No. 6 dated as of November 20, 2000, Amendment No. 7 dated as of January 29 2001, Amendment No. 8 dated as of May 3, 2001, Amendment No. 9 dated as of July 18, 2001, Amendment No. 10 dated as of November 16, 2001, Amendment No. 11 dated as of December 31, 2001, Amendment No. 12 dated as of April 19, 2002, Amendment No. 13 dated as of November 22, 2002, Amendment No. 14 dated as of December 18, 2002 and Amendment No. 15 dated as of February 10, 2003 is hereinafter called the “Agreement.”
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WHEREAS the Buyer desires to firmly order twenty six (26) Option Aircraft and nineteen (19) Additional Option Aircraft remaining as per §3 of Letter Agreement No. 4 and §2 of Amendment No. 8 to the Agreement (the “Amendment No. 16 Converted Aircraft”)
WHEREAS the Buyer wishes to order twenty (20) incremental firmly ordered aircraft (the “Amendment No.16 Incremental Firm Aircraft”) and fifty (50) incremental option aircraft (the “Amendment No.16 Options”)
WHEREAS the Amendment No. 16 Converted Aircraft and the Amendment No.16 Incremental Firm Aircraft shall be called collectively the “Amendment No. 16 Firm Aircraft”
WHEREAS the Buyer desires to advance the delivery position of Firmly Ordered Option Aircraft CaC Id 41226 from *** 2004 to *** 2003 and
WHEREAS the Seller is willing to accommodate the Buyer with respect to the foregoing under the terms and conditions set forth herein,
NOW, THEREFORE, IT IS AGREED AS FOLLOWS
1. DEFINITIONS
1.1 Capitalized terms used herein and not otherwise defined herein will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Amendment.
2. DELIVERY SCHEDULE
2.1 The Buyer hereby exercises its option under Paragraph 2.1 of Letter Agreement No. 4 to the Agreement to firmly order the Amendment No. 16 Converted Aircraft as follows:
(i) Firmly order all remaining option aircraft existing under the Agreement from rank No. 79 to rank No. 104 and to modify their delivery dates as specified in the schedule below.
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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(ii) Firmly order all remaining additional option aircraft assigned by the Seller to the Buyer through Letter Agreement No. 4 §3 and through Amendment No. 8 §2 for delivery dates as specified in the schedule in Paragraph 2.6 below.
2.2 The Seller hereby offers for sale and the Buyer hereby orders twenty (20) incremental firm A320 aircraft. The Amendment No. 16 Incremental Aircraft will be subject to the same terms and conditions as the Firm Aircraft, except as otherwise stated in the Amendment and will be delivered as specified in the schedule in Paragraph 2.6 below (Rank Nos 124 through 143).
2.3 In consideration of the Buyer’s order for sixty-five (65) firmly ordered aircraft, the Seller hereby offers positions for the Amendment No. 16 Options under the terms and conditions of this Amendment. Delivery dates are set forth in Paragraph 2.6 below (Rank No 144 through 193)
2.4 In addition to the above, the Buyer and the Seller agree to ***.
2.5 All Aircraft on firm order prior to the execution of this Amendment No. 16 shall be renamed the “Pre-Amendment No. 16 Aircraft”.
2.6 As a consequence Paragraphs 2.1, 2.2, 2.3, 2.4 and 2.5 above, the delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby cancelled and replaced by the following quoted provisions:
QUOTE:
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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