Amendment No. 35 to the A320 Purchase Agreement Dated as of April 20, 1999 between AVSA, S.A.R.L. and JetBlue Airways Corporation
Exhibit 10.1(x)
Amendment No. 35
to the A320 Purchase Agreement
Dated as of April 20, 1999
Dated as of April 20, 1999
between
AVSA, S.A.R.L.
and
JetBlue Airways Corporation
This Amendment No. 35 (hereinafter referred to as the “Amendment”) is entered into as of
October 1st, 2010 between AIRBUS, S.A.S. (legal successor to AVSA, S.A.R.L.), 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 at 000-00 Xxxxxx
Xxxxxxxxx, 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 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, Amendment No. 16 dated as of April 23, 2003, Amendment No. 17 dated as of
October 1, 2003, Amendment No. 18 dated as of November 12, 2003, Amendment No. 19 dated as of June
4, 2004, Amendment No. 20 dated as of June 7, 2004, Amendment No. 21 dated as of November 19, 2004,
Amendment No. 22 dated as of February 17, 2005, Amendment No. 23 dated as of March 31, 2005,
Amendment No. 24 dated as of July 21, 2005, Amendment No. 25 dated as of November 23, 2005,
Amendment No. 26 dated as of February 27, 2006, Amendment No. 27 dated as of April 25, 2006,
Amendment No. 28 dated as of July 6, 2006, Amendment No. 29 dated as of December 1, 2006, Amendment
No. 30 dated as of March 20, 2007, Amendment No. 31 dated as of
January 28, 2008, Amendment No. 32 dated as of May 23, 2008, Amendment No. 33 dated July 1, 2009
and Amendment No. 34 dated February 5, 2010 is hereinafter called the “Agreement”;
WHEREAS the Buyer wishes and the Seller agrees to defer the delivery of a certain number of
Aircraft;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS
| 1. | DEFINITIONS |
| 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. | AIRCRAFT DEFERRALS |
| 2.1 | Firm Aircraft |
| The Buyer and the Seller agree to reschedule the delivery of (i) four (4) firm Aircraft with CAC Id Nos. 159911, 159912, 159917 and 159918 respectively from [***], [***], [***] and [***] 2012 to calendar year 2016 and (ii) six (6) firm Aircraft with CAC Id Nos. 159926, 159927, 159928, 159952, 159953 and 159934 from calendar year 2013 to calendar year 2016. |
| 2.2 | Predelivery Payments |
| With respect to the firm Aircraft rescheduled pursuant to Paragraph 2.1, the Predelivery Payments already received by the Seller that would not be due if such Aircraft had originally been scheduled to be delivered on the dates set forth in this Amendment, will be [***]. |
| 2.3 | [***] |
| In consideration of [***], and upon execution of this Amendment, [***] in the aggregate total of US $[***] (US dollars — [***]) (the “[***]”), which represents an amount of US $[***] (US dollars — [***]) [***]. |
| 3. | DELIVERY SCHEDULE |
| The delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby deleted and replaced by the following quoted provisions: |
| [***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
- 2 -
QUOTE
| CACId No. | Rank No. | Aircraft | Delivery | |||||
41 199 |
No. 1 | Pre-Amendment No. 16 Aircraft | [***] | 2000 | ||||
41 200 |
Xx. 0 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2000 | ||||
41 203 |
Xx. 0 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2000 | ||||
41 201 |
Xx. 0 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2000 | ||||
41 202 |
Xx. 0 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2000 | ||||
41 204 |
Xx. 0 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2000 | ||||
41 205 |
Xx. 0 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2001 | ||||
41 206 |
Xx. 0 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2001 | ||||
41 210 |
Xx. 0 | Xxx-Xxxxxxxxx Xx. 00 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 | ||||
| [***] | ||||||||
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 |
| [***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
- 3 -
| CACId No. | Rank No. | Aircraft | Delivery | |||||
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 | ||||
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 | [***] | 2005 | ||||
159 936 |
Xx. 00 | Xxxxxxxxx Xx. 00 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 under the Securities Exchange Act of 1934, as amended. |
- 4 -
| CACId No. | Rank No. | Aircraft | Delivery | |||||
104 419 |
Xx. 00 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2006 | ||||
41 239 |
No. 78 | Amendment No.16 Firm Aircraft | [***] | 2006 | ||||
41 240 |
No. 79 | Amendment No.16 Firm 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. 84 | Amendment No.16 Firm Aircraft | [***] | 2006 | ||||
104 422 |
Xx. 00 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2006 | ||||
41 244 |
No. 86 | Amendment No.16 Firm Aircraft | [***] | 2006 | ||||
69 719 |
No. 87 | Amendment No.16 Firm Aircraft | [***] | 2006 | ||||
104 423 |
Xx. 00 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2006 | ||||
69 720 |
No. 89 | Amendment No.16 Firm Aircraft | [***] | 2006 | ||||
104 420 |
Xx. 00 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2006 | ||||
69 721 |
No. 90 | Amendment No.16 Firm Aircraft | [***] | 2006 | ||||
159 937 |
Xx. 00 | Xxxxxxxxx Xx. 00 Firm Aircraft | [***] | 2006 | ||||
104 424 |
Xx. 00 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2007 | ||||
104 425 |
Xx. 00 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2007 | ||||
159 938 |
Xx. 00 | Xxxxxxxxx Xx. 00 Firm Aircraft | [***] | 2007 | ||||
104 426 |
Xx. 00 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2007 | ||||
104 427 |
Xx. 00 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2007 | ||||
104 428 |
Xx. 00 | Xxx-Xxxxxxxxx Xx. 00 Aircraft | [***] | 2007 | ||||
69 722 |
No. 98 | Amendment No.16 Firm Aircraft | [***] | 2007 | ||||
69 724 |
No. 99 | Amendment No.16 Firm Aircraft | [***] | 2007 | ||||
96 459 |
No. 100 | Amendment No.16 Firm Aircraft | [***] | 2007 | ||||
104 439 |
No. 101 | Amendment No.16 Firm Aircraft | [***] | 2007 | ||||
104 441 |
No. 102 | Amendment No.16 Firm Aircraft | [***] | 2007 | ||||
41231 |
No. 103 | Amendment No.16 Firm Aircraft | [***] | 2007 | ||||
159 896 |
No. 104 | Amendment No.16 Firm Aircraft | [***] | 2008 | ||||
159 897 |
No. 105 | Amendment No.16 Firm Aircraft | [***] | 2008 | ||||
159 898 |
No. 106 | Amendment No.16 Firm Aircraft | [***] | 2008 | ||||
159 899 |
No. 107 | Amendment No.16 Firm Aircraft | [***] | 2008 | ||||
159 900 |
No. 108 | Amendment No.16 Firm Aircraft | [***] | 2008 | ||||
159 901 |
No. 109 | Amendment No.16 Firm Aircraft | [***] | 2008 | ||||
159 902 |
No. 110 | Amendment No.16 Firm Aircraft | [***] | 2008 | ||||
159 903 |
No. 111 | Amendment No.16 Firm Aircraft | [***] | 2008 | ||||
159 904 |
No. 112 | Amendment No.16 Firm Aircraft | [***] | 2008 | ||||
159 905 |
No. 113 | Amendment No.16 Firm Aircraft | [***] | 2008 | ||||
159 906 |
No. 114 | Amendment No.16 Firm Aircraft | [***] | 2008 | ||||
159 907 |
No. 115 | Amendment No.16 Firm Aircraft | [***] | 2008 |
| [***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
- 5 -
| CACId No. | Rank No. | Aircraft | Delivery | |||||
159 913 |
No. 116 | Amendment No.16 Firm Aircraft | [***] | 2009 | ||||
159 914 |
No. 117 | Amendment No.16 Firm Aircraft | [***] | 2009 | ||||
159 915 |
No. 118 | Amendment No.16 Firm Aircraft | [***] | 2009 | ||||
69 723 |
No. 119 | Amendment No.16 Firm Aircraft | [***] | 2011 | ||||
69 725 |
No. 120 | Amendment No.16 Firm Aircraft | [***] | 2011 | ||||
159 919 |
No. 121 | Amendment No.16 Firm Aircraft | [***] | 2011 | ||||
159 908 |
No. 122 | Amendment No.16 Firm Aircraft | [***] | 2011 | ||||
159 942 |
No. 123 | Amendment No.20 Firm Aircraft | [***] | 2012 | ||||
159 943 |
No. 124 | Amendment No.20 Firm Aircraft | [***] | 2012 | ||||
159 950 |
No. 125 | Amendment No.20 Firm Aircraft | [***] | 2012 | ||||
159 951 |
No. 126 | Amendment No.20 Firm Aircraft | [***] | 2012 | ||||
159 923 |
No. 127 | Amendment No.16 Firm Aircraft | [***] | 2012 | ||||
159 924 |
No. 128 | Amendment No.16 Firm Aircraft | [***] | 2012 | ||||
159 925 |
No. 129 | Amendment No.16 Firm Aircraft | [***] | 2012 | ||||
159 939 |
No. 130 | Amendment No.20 Firm Aircraft | Year | 2013 | ||||
159 960 |
No. 131 | Amendment No.20 Firm Aircraft | Year | 2013 | ||||
159 961 |
No. 132 | Amendment No.20 Firm Aircraft | Year | 2013 | ||||
159 962 |
No. 133 | Amendment No.20 Firm Aircraft | Year | 2013 | ||||
159 963 |
No. 134 | Amendment No.20 Firm Aircraft | Year | 2013 | ||||
159 964 |
No. 135 | Amendment No.20 Firm Aircraft | Year | 2013 | ||||
159 965 |
No. 136 | Amendment No.20 Firm Aircraft | Year | 2013 | ||||
159 916 |
No. 137 | Amendment No.16 Firm Aircraft | Year | 2014 | ||||
159 940 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2014 | ||||
159 941 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2014 | ||||
159 944 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2014 | ||||
159 945 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2014 | ||||
159 946 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2014 | ||||
159 947 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2014 | ||||
159 948 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2014 | ||||
159 949 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2014 | ||||
159 922 |
No. 146 | Amendment No.16 Firm Aircraft | Year | 2014 | ||||
159 954 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2014 | ||||
159 955 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2014 | ||||
159 956 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2015 | ||||
159 957 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2015 | ||||
159 958 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2015 | ||||
159 959 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2015 |
| [***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
- 6 -
| CACId No. | Rank No. | Aircraft | Delivery | |||||
159 929 |
No. 153 | Amendment No.16 Firm Aircraft | Year | 2015 | ||||
159 930 |
No. 154 | Amendment No.16 Firm Aircraft | Year | 2015 | ||||
159 931 |
No. 155 | Amendment No.16 Firm Aircraft | Year | 2015 | ||||
159 932 |
No. 156 | Amendment No.16 Firm Aircraft | Year | 2015 | ||||
159 933 |
No. 157 | Amendment No.16 Firm Aircraft | Year | 2015 | ||||
159 920 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2015 | ||||
159 921 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2015 | ||||
104 440 |
Xx. 000 | Xxxxxxxxx Xx. 00 Firm Aircraft | Year | 2015 | ||||
104 442 |
No. 161 | Amendment No.16 Firm Aircraft | Year | 2015 | ||||
159 909 |
No. 162 | Amendment No.16 Firm Aircraft | Year | 2015 | ||||
159 910 |
No. 163 | Amendment No.16 Firm Aircraft | Year | 2015 | ||||
159 911 |
No. 164 | Amendment No.16 Firm Aircraft | Year | 2016 | ||||
159 912 |
No. 165 | Amendment No.16 Firm Aircraft | Year | 2016 | ||||
159 917 |
No. 166 | Amendment No.16 Firm Aircraft | Year | 2016 | ||||
159 918 |
No. 167 | Amendment No.16 Firm Aircraft | Year | 2016 | ||||
159 926 |
No. 168 | Amendment No.16 Firm Aircraft | Year | 2016 | ||||
159 927 |
No. 169 | Amendment No.16 Firm Aircraft | Year | 2016 | ||||
159 928 |
No. 170 | Amendment No.16 Firm Aircraft | Year | 2016 | ||||
159 952 |
No. 171 | Amendment No.20 Firm Aircraft | Year | 2016 | ||||
159 953 |
No. 172 | Amendment No.20 Firm Aircraft | Year | 2016 | ||||
159 934 |
No. 173 | Amendment No.16 Firm Aircraft | Year | 2016 |
| CACId No. | Rank No. | Option Aircraft | Delivery | |||||
159 980 |
No. 174 | Amendment No.16 Option | [***] | 2014 | ||||
159 981 |
No. 175 | Amendment No.16 Option | [***] | 2014 | ||||
159 982 |
No. 176 | Amendment No.16 Option | [***] | 2014 | ||||
159 983 |
No. 177 | Amendment No.16 Option | [***] | 2014 | ||||
180 973 |
No. 178 | Amendment No.20 Option | [***] | 2015 | ||||
180 974 |
No. 179 | Amendment No.20 Option | [***] | 2015 | ||||
180 975 |
No. 180 | Amendment No.20 Option | [***] | 2015 | ||||
180 976 |
No. 181 | Amendment No.20 Option | [***] | 2015 |
| UNQUOTE |
| 4. | ESCALATION |
| 4.1 | For the Aircraft identified in Clause 9.1.1 as CAC ID Nos. 159911 and 159912 the escalation provisions set forth in Paragraph 3 of Amendment No. 30 to the Agreement is cancelled and replaced with the following: |
| [***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
- 7 -
| “For the Aircraft identified in Clause 9.1.1 of the Agreement as CAC Id No. 159911 and 159912, the escalation provisions set forth in the Agreement shall [***].” |
| 4.2 | For the Aircraft identified in Clause 9.1.1 as CAC ID Nos. 159917 and 159918, the escalation provisions set forth in the Agreement shall [***]. | |
| 4.3 | For the Aircraft identified in Clause 9.1.1 as CAC ID Nos. 159926, 159927, 159928, 159952 and 159953 the escalation provisions set forth in Paragraph 4 of Amendment No. 31 to the Agreement is cancelled and replaced with the following: | |
| “For the Aircraft identified in Clause 9.1.1 of the Agreement as CAC Id No. 159926, 159927, 159928, 159952 and 159953, the escalation provisions set forth in the Agreement shall [***].” | ||
| 4.4 | For the Aircraft identified in Clause 9.1.1 as CAC ID No. 159934 the escalation provisions set forth in Paragraph 4 of Amendment No. 31 to the Agreement is cancelled and replaced with the following: | |
| “For the Aircraft identified in Clause 9.1.1 of the Agreement as CAC Id No. 159934 the escalation provisions set forth in the Agreement shall [***].” |
| 5. | OTHER CONSIDERATIONS |
| In consideration of the Seller consenting to defer the Aircraft referred to in Paragraph 2.1 above and additional incentives provided in Paragraph 4 above, the parties hereby terminate and revoke in all regards the Letter Agreement dated April 23, 2003 between the Buyer and the Seller regarding [***], and the Buyer hereby [***]. |
| 6. | 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. |
| [***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
- 8 -
| This Amendment will become effective upon execution thereof. |
| 7. | CONFIDENTIALITY |
| This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the Agreement. |
| 8. | 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 9 will be void and of no force or effect. |
| 9. | COUNTERPARTS |
| This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. |
| [***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
- 9 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers or agents on the dates written below.
| JETBLUE AIRWAYS CORPORATION | AIRBUS S.A.S. | |||||||||
By:
|
Xxxx X. Xxxxxx
|
By: | Xxxxxxxxxx Xxxxxx
|
|||||||
Its:
|
SVP Treasurer
|
Its: | Vice President Contracts
|
|||||||
- 10 -
