Amendment No. 17 to the A320 Purchase Agreement Dated as of April 20, 1999 between AVSA, S.A.R.L. and JetBlue Airways Corporation

Exhibit 10.7

Amendment No. 17

to the A320 Purchase Agreement
Dated as of April 20, 1999

between

AVSA, S.A.R.L.

and

JetBlue Airways Corporation

This Amendment No. 17 (hereinafter referred to as the ”Amendment”) is entered into as of October 1, 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 0, Xxxx-Xxxxx Xxxxxxx Xxxxxxxx, 00000 Xxxxxxx, Xxxxxx (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 000-00 Xxxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxxx Xxxxx, Xxx Xxxx 00000 XXX (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 Industrie 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, Amendment No. 15 dated as of February 10, 2003 and Amendment No. 16 dated as of  April 23, 2003 is hereinafter called the “Agreement.”

WHEREAS the Seller and the Buyer have agreed to amend Clause 9 of the Agreement.

1

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 and the Seller agree to ***:

(i) Aircraft XxX Xx 000000 from *** 2005 to *** 2004,

(ii) Aircraft CaC Id 104418 from *** 2005 to *** 2005,

(iii) Aircraft CaC Id 124962 from *** 2005 to *** 2005,

(iv) Aircraft CaC Id 104408 from *** 2004 to *** 2004

2.2 At the Buyer’s request the Seller will ***, subject to its industrial and commercial constraints, *** XxX Xx 000000. Additionally, it is hereby agreed and understood between the parties that the deliveries of Aircraft CaC Id 124962 and 104408 ***. The Seller will confirm to the Buyer ***.

2.3 As a consequence of Paragraphs 2.1 and 2.2 above, the delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby canceled 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.

2

CAC Id No.			Rank No.		Aircraft		Delivery
41 199			No. 1		Pre-Amendment No. 16 Aircraft		***		2000
41 200			No. 2		Pre-Amendment No. 16 Aircraft		***		2000
41 203			No. 3		Pre-Amendment No. 16 Aircraft		***		2000
41 201			No. 4		Pre-Amendment No. 16 Aircraft		***		2000
41 202			No. 5		Pre-Amendment No. 16 Aircraft		***		2000
41 204			No. 6		Pre-Amendment No. 16 Aircraft		***		2000
41 205			No. 7		Pre-Amendment No. 16 Aircraft		***		2001
41 206			No. 8		Pre-Amendment No. 16 Aircraft		***		2001
41 210			No. 9		Pre-Amendment No. 16 Aircraft		***		2001
41 207			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2001
41 208			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2001
41 209			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2001
41 228			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2001
41 211			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
41 212			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
41 218			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
41 224			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
41 227			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
41 225			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
41 213			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
41 214			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
41 234			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
41 215			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
41 216			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
41 217			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
124 965			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
41 235			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
41 220			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2002
41 219			No. 29		Pre-Amendment No. 16 Aircraft		***		2002

[***] 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.

3

CAC Id No.			Rank No.		Aircraft		Delivery
41 236			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
104 399			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
41 237			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
124 966			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
41 221			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
41 238			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
41 222			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
104 400			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
104 401			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
41 223			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
104 402			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
104 443			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
104 403			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
124 964			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
41 226			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2003
111 579			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2004
41 245			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2004
41 246			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2004
41 229			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2004
41 247			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2004
41 248			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2004
104 404			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2004
104 405			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2004
41 230			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2004
104 406			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2004
124 967			No. 55		Amendment No.16 Firm Aircraft		***		2004
104 415			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2004
104 407			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2004
104 408			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2004
124 968			No. 59		Amendment No.16 Firm Aircraft		***		2004

[***] 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.

4

CAC Id No.			Rank No.		Aircraft		Delivery
104 409			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2005
41 232			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2005
124 959			No. 62		Amendment No.16 Firm Aircraft		***		2005
104 410			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2005
104 411			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2005
41 233			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2005
104 412			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2005
124 960			No. 67		Amendment No.16 Firm Aircraft		***		2005
104 413			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2005
104 418			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2005
104 414			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2005
124 961			No. 71		Amendment No.16 Firm Aircraft		***		2005
104 416			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2005
104 417			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2005
124 962			No. 74		Amendment No.16 Firm Aircraft		***		2005
124 963			No. 75		Amendment No.16 Firm Aircraft		***		2006
104 419			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2006
41 239			No. 77		Amendment No.16 Firm Aircraft		***		2006
41 240			No. 78		Amendment No.16 Firm Aircraft		***		2006
104 420			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2006
41 241			No. 80		Amendment No.16 Firm Aircraft		***		2006
104 421			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2006
41 242			No. 82		Amendment No.16 Firm Aircraft		***		2006
41 243			No. 83		Amendment No.16 Firm Aircraft		***		2006
104 422			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2006
41 244			No. 85		Amendment No.16 Firm Aircraft		***		2006
69 719			No. 86		Amendment No.16 Firm Aircraft		***		2006
104 423			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		***		2006
69 720			No. 88		Amendment No.16 Firm Aircraft		***		2006
69 721			No. 89		Amendment No.16 Firm Aircraft		***		2006

[***] 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.

5

CAC Id No.			Rank No.		Aircraft		Delivery
104 424			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		Year		2007
104 425			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		Year		2007
104 426			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		Year		2007
104 427			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		Year		2007
104 428			Xx. 00		Xxx-Xxxxxxxxx Xx. 00 Aircraft		Year		2007
69 722			No. 95		Amendment No.16 Firm Aircraft		Year		2007
69 723			No. 96		Amendment No.16 Firm Aircraft		Year		2007
69 724			No. 97		Amendment No.16 Firm Aircraft		Year		2007
69 725			No. 98		Amendment No.16 Firm Aircraft		Year		2007
96 459			No. 99		Amendment No.16 Firm Aircraft		Year		2007
104 439			No. 100		Amendment No.16 Firm Aircraft		Year		2007
104 440			No. 101		Amendment No.16 Firm Aircraft		Year		2007
104 441			No. 102		Amendment No.16 Firm Aircraft		Year		2007
104 442			No. 103		Amendment No.16 Firm Aircraft		Year		2007
41231			No. 104		Amendment No.16 Firm Aircraft		Year		2007
159 896			No. 105		Amendment No.16 Firm Aircraft		Year		2008
159 897			No. 106		Amendment No.16 Firm Aircraft		Year		2008
159 898			No. 107		Amendment No.16 Firm Aircraft		Year		2008
159 899			No. 108		Amendment No.16 Firm Aircraft		Year		2008
159 900			No. 109		Amendment No.16 Firm Aircraft		Year		2008
159 901			No. 110		Amendment No.16 Firm Aircraft		Year		2008
159 902			No. 111		Amendment No.16 Firm Aircraft		Year		2008
159 903			No. 112		Amendment No.16 Firm Aircraft		Year		2008
159 904			No. 113		Amendment No.16 Firm Aircraft		Year		2008
159 905			No. 114		Amendment No.16 Firm Aircraft		Year		2008
159 906			No. 115		Amendment No.16 Firm Aircraft		Year		2008
159 907			No. 116		Amendment No.16 Firm Aircraft		Year		2008
159 908			No. 117		Amendment No.16 Firm Aircraft		Year		2008
159 909			No. 118		Amendment No.16 Firm Aircraft		Year		2009
159 910			No. 119		Amendment No.16 Firm Aircraft		Year		2009
159 911			No. 120		Amendment No.16 Firm Aircraft		Year		2009
159 912			No. 121		Amendment No.16 Firm Aircraft		Year		2009
159 913			No. 122		Amendment No.16 Firm Aircraft		Year		2009
159 914			No. 123		Amendment No.16 Firm Aircraft		Year		2009
159 915			No. 124		Amendment No.16 Firm Aircraft		Year		2009
159 916			No. 125		Amendment No.16 Firm Aircraft		Year		2009
159 917			No. 126		Amendment No.16 Firm Aircraft		Year		2009
159 918			No. 127		Amendment No.16 Firm Aircraft		Year		2009

6

CAC Id No.		Rank No.		Aircraft		Delivery
159 919		No. 128		Amendment No.16 Firm Aircraft		Year		2010
159 920		No. 129		Amendment No.16 Firm Aircraft		Year		2010
159 921		No. 130		Amendment No.16 Firm Aircraft		Year		2010
159 922		No. 131		Amendment No.16 Firm Aircraft		Year		2010
159 923		No. 132		Amendment No.16 Firm Aircraft		Year		2010
159 924		No. 133		Amendment No.16 Firm Aircraft		Year		2010
159 925		No. 134		Amendment No.16 Firm Aircraft		Year		2010
159 926		No. 135		Amendment No.16 Firm Aircraft		Year		2010
159 927		No. 136		Amendment No.16 Firm Aircraft		Year		2010
159 928		No. 137		Amendment No.16 Firm Aircraft		Year		2010
159 929		No. 138		Amendment No.16 Firm Aircraft		Year		2011
159 930		No. 139		Amendment No.16 Firm Aircraft		Year		2011
159 931		No. 140		Amendment No.16 Firm Aircraft		Year		2011
159 932		No. 141		Amendment No.16 Firm Aircraft		Year		2011
159 933		No. 142		Amendment No.16 Firm Aircraft		Year		2011
159 934		No. 143		Amendment No.16 Firm Aircraft		Year		2011
CAC Id No.		Rank No.		Aircraft		Delivery
159 936		No. 144		Amendment No.16 Option		***		2006
159 937		No. 145		Amendment No.16 Option		***		2006
159 938		No. 146		Amendment No.16 Option		Year		2007
159 939		No. 147		Amendment No.16 Option		Year		2007
159 940		No. 148		Amendment No.16 Option		Year		2008
159 941		No. 149		Amendment No.16 Option		Year		2008
159 942		No. 150		Amendment No.16 Option		Year		2008
159 943		No. 151		Amendment No.16 Option		Year		2008
159 944		No. 152		Amendment No.16 Option		Year		2009
159 945		No. 153		Amendment No.16 Option		Year		2009
159 946		No. 154		Amendment No.16 Option		Year		2009
159 947		No. 155		Amendment No.16 Option		Year		2009
159 948		No. 156		Amendment No.16 Option		Year		2009
159 949		No. 157		Amendment No.16 Option		Year		2009
159 950		No. 158		Amendment No.16 Option		Year		2009
159 951		No. 159		Amendment No.16 Option		Year		2009

[***] 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.

7

CAC Id No.		Rank No.		Aircraft		Delivery
159 952		No. 160		Amendment No.16 Option		Year		2010
159 953		No. 161		Amendment No.16 Option		Year		2010
159 954		No. 162		Amendment No.16 Option		Year		2010
159 955		No. 163		Amendment No.16 Option		Year		2010
159 956		No. 164		Amendment No.16 Option		Year		2010
159 957		No. 165		Amendment No.16 Option		Year		2010
159 958		No. 166		Amendment No.16 Option		Year		2010
159 959		No. 167		Amendment No.16 Option		Year		2010
159 960		No. 168		Amendment No.16 Option		Year		2011
159 961		No. 169		Amendment No.16 Option		Year		2011
159 962		No. 170		Amendment No.16 Option		Year		2011
159 963		No. 171		Amendment No.16 Option		Year		2011
159 964		No. 172		Amendment No.16 Option		Year		2011
159 965		No. 173		Amendment No.16 Option		Year		2011
159 966		No. 174		Amendment No.16 Option		Year		2011
159 967		No. 175		Amendment No.16 Option		Year		2011
159 968		No. 176		Amendment No.16 Option		Year		2011
159 969		No. 177		Amendment No.16 Option		Year		2011
159 970		No. 178		Amendment No.16 Option		Year		2011
159 971		No. 179		Amendment No.16 Option		Year		2011
159 972		No. 180		Amendment No.16 Option		Year		2011
159 976		No. 181		Amendment No.16 Option		Year		2012
159 977		No. 182		Amendment No.16 Option		Year		2012
159 978		No. 183		Amendment No.16 Option		Year		2012
159 979		No. 184		Amendment No.16 Option		Year		2012
159 980		No. 185		Amendment No.16 Option		Year		2012
159 981		No. 186		Amendment No.16 Option		Year		2012
159 982		No. 187		Amendment No.16 Option		Year		2012
159 983		No. 188		Amendment No.16 Option		Year		2012
159 984		No. 189		Amendment No.16 Option		Year		2012
159 985		No. 190		Amendment No.16 Option		Year		2012
159 986		No. 191		Amendment No.16 Option		Year		2012
159 987		No. 192		Amendment No.16 Option		Year		2012
159 988		No. 193		Amendment No.16 Option		Year		2012

UNQUOTE

8

3. PREDELIVERY PAYMENTS

3.1 Upon signature of this Amendment, the Buyer will pay the Seller all Predelivery Payments as provided in the Agreement due as a result of the rescheduling set forth in Paragraph 2. Consequently, an amount of USD *** with respect to Aircraft CaC Id 104415 and USD *** with respect to Aircraft CaC Id 104418 will be due in cash by the Buyer to the Seller.

3.2 In addition to the above and in accordance with the attached Predelivery Payments Schedule and with the applicable provisions of the Agreement, upon execution hereof the Buyer will notify to the Seller in writing of ***.

All remaining Predelivery Payments will be paid in accordance with the Agreement.

4. EFFECT OF THE AMENDMENT

The Agreement will be deemed amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms.  This Amendment supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment.

Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.

4. CONFIDENTIALITY

This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the Agreement.

[***] 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.

9

5. ASSIGNMENT

Notwithstanding any other provision of this Amendment or of the Agreement, this Amendment will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 5 will be void and of no force or effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers or agents on the dates written below.

AVSA, S.A.R.L.

By:

Its:

Date:

JETBLUE AIRWAYS CORPORATION

By:

Its:

Date:

10