EXHIBIT 10.2
[INTERNATIONAL AERO ENGINES LOGO OMITTED]
IAE Building
000 Xxxx Xxxxxx
Xxxx Xxxxxxxx, XX 00000 XXX
June 20, 2005
JetBlue Airways Corporation
00 Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxx 00
Xxxxxx, Xxxxxxxxxxx 00000
Attention: Vice President and Treasurer
Subject: Side Letter No. 19 to the V2500 General Terms of Sale Agreement
between JetBlue Airways Corporation and IAE International Aero
Engines AG dated May 4, 1999 (the "Agreement")
Dear Sir:
IAE is pleased to submit to JetBlue this Side Letter No. 19 to the Agreement in
support of JetBlue's *** delivery of certain aircraft as follows:
1. A *** 2006 delivery aircraft shall now be scheduled for delivery in
*** 2005.
The new *** delivery shall occur in accordance with the revised delivery
schedule set forth in Exhibit B-1 hereto, which schedule shall replace in its
entirety the delivery schedule attached to Side Letter No. 18, dated November
19, 2004.
Except as expressly amended by this Side Letter No. 19 all provisions of the
Agreement (as otherwise amended) remain in full force and effect.
Very truly yours, Agreed to and Accepted on behalf of:
IAE International Aero Engines AG JetBlue Airways Corporation
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxxx
------------------------------ ---------------------------------
Name Name
General Manager Customer Business Senior Vice President
--------------------------------- ---------------------------------
Title Title
6/21/2005 July 8th, 2005
--------------------------------- ---------------------------------
Date Date
--------------------
[***] 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.
IAE PROPRIETARY INFORMATION
June 2005
page 1 of 8
EXHIBIT B-1
AIRCRAFT DELIVERY SCHEDULES
As of June 2005
--------------------------------------------------------------------------------
GLOSSARY NOTE:
o Delivered Aircraft are indicated by Italics typeface
o Existing Firm Aircraft are indicated by normal typeface
o Incremental Firm Aircraft are indicated by an asterisk (*)
o 2004 Incremental Aircraft, including all 2004 Firm Incremental
Aircraft and all 2004 Option Aircraft are indicated by BOLD typeface
-------------------------------------------------------------------------------
RANK NO. AIRCRAFT DELIVERY
No. 1 Firm Aircraft *** 2000
No. 2 Firm Aircraft *** 2000
No. 3 Firm Aircraft *** 2000
No. 4 Firm Aircraft *** 2000
No. 5 Firm Aircraft *** 2000
No. 6 Firm Aircraft *** 2000
No. 7 Firm Aircraft *** 2001
No. 8 Firm Aircraft *** 2001
No. 9 Firm Aircraft *** 2001
No. 10 Firm Aircraft *** 2001
No. 11 Firm Aircraft *** 2001
No. 12 Firm Aircraft *** 2001
No. 13 Firm Aircraft *** 2001
No. 14 Firm Aircraft *** 2002
No. 15 Firm Aircraft *** 2002
No. 16 Firm Aircraft *** 2002
No. 17 Firm Aircraft *** 2002
No. 18 Firm Aircraft *** 2002
No. 19 Firm Aircraft *** 2002
No. 20 Firm Aircraft *** 2002
No. 21 Firm Aircraft *** 2002
No. 22 Firm Aircraft *** 2002
No. 23 Firm Aircraft *** 2002
No. 24 Firm 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 under the Securities Exchange Act of 1934, as amended.
IAE PROPRIETARY INFORMATION
June 2005
page 2 of 8
No. 25 Firm Aircraft *** 2002
No. 26 Firm Aircraft *** 2002
No. 27 Firm Aircraft *** 2002
No. 28 Firm Aircraft *** 2002
No. 29 Firm Aircraft *** 2002
No. 30 Firm Aircraft *** 2003
No. 31 Firm Aircraft *** 2003
No. 32 Firm Aircraft *** 2003
No. 33 Firm Aircraft *** 2003
No. 34 Firm Aircraft *** 2003
No. 35 Firm Aircraft *** 2003
No. 36 Firm Aircraft *** 2003
No. 37 Firm Aircraft *** 2003
No. 38 Firm Aircraft *** 2003
No. 39 Firm Aircraft *** 2003
No. 40 Firm Aircraft *** 2003
No. 41 Firm Aircraft *** 2003
No. 42 Firm Aircraft *** 2003
No. 43 Firm Aircraft *** 2003
No. 44 Firm Aircraft *** 2003
No. 45 Firm Aircraft *** 2004
No. 46 Firm Aircraft *** 2004
No. 47 Firm Aircraft *** 2004
No. 48 Firm Aircraft *** 2004
No. 49 Firm Aircraft *** 2004
No. 50 Firm Aircraft *** 2004
No. 51 Firm Aircraft *** 2004
No. 52 Firm Aircraft *** 2004
No. 53 Firm Aircraft *** 2004
No. 54 Firm Aircraft *** 2004
No. 55 Firm Aircraft *** 2004
No. 56 Firm Aircraft *** 2004
No. 57 Firm Aircraft *** 2004
No. 58 Firm Aircraft *** 2004
No. 59 Firm Aircraft *** 2004
No. 60 Firm Aircraft *** 2005
No. 61 Firm Aircraft *** 2005
No. 62 Firm Aircraft *** 2005
No. 63 Firm Aircraft *** 2005
No. 64 Firm Aircraft *** 2005
No. 65 Firm Aircraft *** 2005
--------------------
[***] 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.
IAE PROPRIETARY INFORMATION
June 2005
page 3 of 8
No. 66 Firm Aircraft *** 2005
No. 67 Firm Aircraft *** 2005
No. 68 Firm Aircraft *** 2005
No. 69 Firm Aircraft *** 2005
No. 70 Firm Aircraft *** 2005
No. 71 Firm Aircraft *** 2005*
No. 72 Firm Aircraft *** 2005
No. 73 Firm Aircraft *** 2005
No. 74 Firm Aircraft *** 2005*
No. 75 Firm Aircraft *** 2005*
NO. 76 FIRM AIRCRAFT *** 2006
No. 77 Firm Aircraft *** 2006
No. 78 Firm Aircraft *** 2006*
No. 79 Firm Aircraft *** 2006*
No. 80 Firm Aircraft *** 2006
No. 81 Firm Aircraft *** 2006*
No. 82 Firm Aircraft *** 2006
No. 83 Firm Aircraft *** 2006*
No. 84 Firm Aircraft *** 2006*
No. 85 Firm Aircraft *** 2006
No. 86 Firm Aircraft *** 2006*
No. 87 Firm Aircraft *** 2006*
No. 88 Firm Aircraft *** 2006
No. 89 Firm Aircraft *** 2006*
No. 90 Firm Aircraft *** 2006*
NO. 91 FIRM AIRCRAFT *** 2006
No. 92 Firm Aircraft *** 2007
No. 93 Firm Aircraft *** 2007
NO. 94 FIRM AIRCRAFT *** 2007
No. 95 Firm Aircraft *** 2007
No. 96 Firm Aircraft *** 2007
No. 97 Firm Aircraft *** 2007
No. 98 Firm Aircraft *** 2007*
No. 99 Firm Aircraft *** 2007*
No. 100 Firm Aircraft *** 2007*
NO. 101 FIRM AIRCRAFT *** 2007
No. 102 Firm Aircraft *** 2007*
No. 103 Firm Aircraft *** 2007*
No. 104 Firm Aircraft *** 2007*
No. 105 Firm Aircraft *** 2007*
No. 106 Firm Aircraft *** 2007*
---------------------
[***] 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.
IAE PROPRIETARY INFORMATION
June 2005
page 4 of 8
No. 107 Firm Aircraft *** 2007*
No. 108 Firm Aircraft *** 2007*
No. 109 Firm Aircraft Year 2008*
No. 110 Firm Aircraft Year 2008*
No. 111 Firm Aircraft Year 2008*
No. 112 Firm Aircraft Year 2008*
No. 113 Firm Aircraft Year 2008*
No. 114 Firm Aircraft Year 2008*
No. 115 Firm Aircraft Year 2008*
No. 116 Firm Aircraft Year 2008*
No. 117 Firm Aircraft Year 2008*
No. 118 Firm Aircraft Year 2008*
No. 119 Firm Aircraft Year 2008*
No. 120 Firm Aircraft Year 2008*
No. 121 Firm Aircraft Year 2008*
NO. 122 FIRM AIRCRAFT YEAR 2008
NO. 123 FIRM AIRCRAFT YEAR 2008
NO. 124 FIRM AIRCRAFT YEAR 2008
NO. 125 FIRM AIRCRAFT YEAR 2008
No. 126 Firm Aircraft Year 2009*
No. 127 Firm Aircraft Year 2009*
No. 128 Firm Aircraft Year 2009*
No. 129 Firm Aircraft Year 2009*
No. 130 Firm Aircraft Year 2009*
No. 131 Firm Aircraft Year 2009*
No. 132 Firm Aircraft Year 2009*
No. 133 Firm Aircraft Year 2009*
No. 134 Firm Aircraft Year 2009*
No. 135 Firm Aircraft Year 2009*
NO. 136 FIRM AIRCRAFT YEAR 2009
NO. 137 FIRM AIRCRAFT YEAR 2009
NO. 138 FIRM AIRCRAFT YEAR 2009
NO. 139 FIRM AIRCRAFT YEAR 2009
NO. 140 FIRM AIRCRAFT YEAR 2009
NO. 141 FIRM AIRCRAFT YEAR 2009
NO. 142 FIRM AIRCRAFT YEAR 2009
NO. 143 FIRM AIRCRAFT YEAR 2009
No. 144 Firm Aircraft Year 2010*
No. 145 Firm Aircraft Year 2010*
No. 146 Firm Aircraft Year 2010*
--------------------
[***] 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.
IAE PROPRIETARY INFORMATION
June 2005
page 5 of 8
No. 147 Firm Aircraft Year 2010*
No. 148 Firm Aircraft Year 2010*
No. 149 Firm Aircraft Year 2010*
No. 150 Firm Aircraft Year 2010*
No. 151 Firm Aircraft Year 2010*
No. 152 Firm Aircraft Year 2010*
No. 153 Firm Aircraft Year 2010*
NO. 154 FIRM AIRCRAFT YEAR 2010
NO. 155 FIRM AIRCRAFT YEAR 2010
NO. 156 FIRM AIRCRAFT YEAR 2010
NO. 157 FIRM AIRCRAFT YEAR 2010
NO. 158 FIRM AIRCRAFT YEAR 2010
NO. 159 FIRM AIRCRAFT YEAR 2010
NO. 160 FIRM AIRCRAFT YEAR 2010
NO. 161 FIRM AIRCRAFT YEAR 2010
No. 162 Firm Aircraft Year 2011*
No. 163 Firm Aircraft Year 2011*
No. 164 Firm Aircraft Year 2011*
No. 165 Firm Aircraft Year 2011*
No. 166 Firm Aircraft Year 2011*
No. 167 Firm Aircraft Year 2011*
NO. 168 FIRM AIRCRAFT YEAR 2011
NO. 169 FIRM AIRCRAFT YEAR 2011
NO. 170 FIRM AIRCRAFT YEAR 2011
NO. 171 FIRM AIRCRAFT YEAR 2011
NO. 172 FIRM AIRCRAFT YEAR 2011
NO. 173 FIRM AIRCRAFT YEAR 2011
2004 OPTION AIRCRAFT
--------------------
NO. 174 OPTION AIRCRAFT YEAR 2008
NO. 175 OPTION AIRCRAFT YEAR 2008
NO. 176 OPTION AIRCRAFT YEAR 2009
NO. 177 OPTION AIRCRAFT YEAR 2009
NO. 178 OPTION AIRCRAFT YEAR 2010
NO. 179 OPTION AIRCRAFT YEAR 2010
NO. 180 OPTION AIRCRAFT YEAR 2011
NO. 181 OPTION AIRCRAFT YEAR 2011
NO. 182 OPTION AIRCRAFT YEAR 2011
NO. 183 OPTION AIRCRAFT YEAR 2011
NO. 184 OPTION AIRCRAFT YEAR 2011
NO. 185 OPTION AIRCRAFT YEAR 2011
IAE PROPRIETARY INFORMATION
June 2005
page 6 of 8
NO. 186 OPTION AIRCRAFT YEAR 2011
NO. 187 OPTION AIRCRAFT YEAR 2011
NO. 188 OPTION AIRCRAFT YEAR 2011
Option Aircraft to be delivered after December 31, 2011 are subject to IAE and
Airbus SAS concurrence on extension of the current purchase agreement between
the parties
NO. 189 OPTION AIRCRAFT YEAR 2012
NO. 190 OPTION AIRCRAFT YEAR 2012
NO. 191 OPTION AIRCRAFT YEAR 2012
NO. 192 OPTION AIRCRAFT YEAR 2012
NO. 193 OPTION AIRCRAFT YEAR 2012
NO. 194 OPTION AIRCRAFT YEAR 2012
NO. 195 OPTION AIRCRAFT YEAR 2012
NO. 196 OPTION AIRCRAFT YEAR 2012
NO. 197 OPTION AIRCRAFT YEAR 2012
NO. 198 OPTION AIRCRAFT YEAR 2012
NO. 199 OPTION AIRCRAFT YEAR 2012
NO. 200 OPTION AIRCRAFT YEAR 2012
NO. 201 OPTION AIRCRAFT YEAR 2012
NO. 202 OPTION AIRCRAFT YEAR 2012
NO. 203 OPTION AIRCRAFT YEAR 2012
NO. 204 OPTION AIRCRAFT YEAR 2012
NO. 205 OPTION AIRCRAFT YEAR 2012
NO. 206 OPTION AIRCRAFT YEAR 2012
NO. 207 OPTION AIRCRAFT YEAR 2012
NO. 208 OPTION AIRCRAFT YEAR 2012
NO. 209 OPTION AIRCRAFT YEAR 2013
NO. 210 OPTION AIRCRAFT YEAR 2013
NO. 211 OPTION AIRCRAFT YEAR 2013
NO. 212 OPTION AIRCRAFT YEAR 2013
NO. 213 OPTION AIRCRAFT YEAR 2013
NO. 214 OPTION AIRCRAFT YEAR 2013
NO. 215 OPTION AIRCRAFT YEAR 2013
NO. 216 OPTION AIRCRAFT YEAR 2013
NO. 217 OPTION AIRCRAFT YEAR 2013
NO. 218 OPTION AIRCRAFT YEAR 2013
NO. 219 OPTION AIRCRAFT YEAR 2013
NO. 220 OPTION AIRCRAFT YEAR 2013
NO. 221 OPTION AIRCRAFT YEAR 2013
NO. 222 OPTION AIRCRAFT YEAR 2013
NO. 223 OPTION AIRCRAFT YEAR 2013
IAE PROPRIETARY INFORMATION
June 2005
page 7 of 8
LEASED AIRCRAFT
YEAR NUMBER DELIVERY DATES
---- ------ --------------
1999 1 (1) ***
2000 3 (1) ***, (1) ***, (1) ***
2001 4 (1) ***, (2) ***, (1) ***
2003 1 (1) ***
2004 1 (1) ***
----------------------
[***] 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.
IAE PROPRIETARY INFORMATION
June 2005
page 8 of 8
