AIRBUS Amendment No. 14 to the A320 Purchase Agreement Dated as of April 20, 1999 between AVSA, S.A.R.L. and JetBlue Airways Corporation

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Exhibit 10.4

AIRBUS

Amendment No. 14

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

between

AVSA, S.A.R.L.

and

JetBlue Airways Corporation

This Amendment No. 14 (hereinafter referred to as the "Amendment") is entered into as of December __, 2002, 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 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 and Amendment No. 13, dated as of November 22, 2002 is hereinafter called the "Agreement.

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

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 advance the delivery date of Firm Aircraft CaC Id 104399 (MSN [***]) from [***] 2003 to [***] 2003.

2.2

As a consequence of Paragraph 2.1 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:

CAC Id No.		Bank No.		Aircraft		Delivery
41199		No. 1		Firm Aircraft		[***]		2000
41200		No. 2		Firm Aircraft		[***]		2000
41203		No. 2		Firm Aircraft		[***]		2000
41201		No. 4		Firm Aircraft		[***]		2000
41202		No. 5		Firm Aircraft		[***]		2000
41204		No. 6		Firm Aircraft		[***]		2000
41205		No. 7		Firm Aircraft		[***]		2001
41206		No. 8		Firm Aircraft		[***]		2001
41210		No. 9		Firm Aircraft		[***]		2001
41207		No. 10		Firm Aircraft		[***]		2001
41208		No. 11		Firm Aircraft		[***]		2001
41209		No. 12		Firm Aircraft		[***]		2001
41228		No. 13		Firmly Ordered Option Aircraft		[***]		2001
41211		No. 14		Firm Aircraft		[***]		2002
41212		No. 15		Firm Aircraft		[***]		2002
41218		No. 16		Firm Aircraft		[***]		2002
41224		No. 17		Firmly Ordered Option Aircraft		[***]		2002
41227		No. 18		Firmly Ordered Option Aircraft		[***]		2002
41225		No. 19		Firmly Ordered Option Aircraft		[***]		2002
41213		No. 20		Firm Aircraft		[***]		2002
41214		No. 21		Firm Aircraft		[***]		2002
41234		Xx. 00		Xxxxxxxxx Xx. 00 Exercised Option		[***]		2002
41215		No. 23		Firm Aircraft		[***]		2002
41216		No. 24		Firm Aircraft		[***]		2002
41217		No. 25		Firm Aircraft		[***]		2002
124965		Xx. 00		Xxxxxxxxx Xx. 00 Exercised Option		[***]		2002
41235		Xx. 00		Xxxxxxxxx Xx. 00 Exercised Option		[***]		2002
41220		No. 28		Firm Aircraft		[***]		2002
41219		No. 29		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 of the Securities Exchange Act of 1934, as amended.

41236		Xx. 00		Xxxxxxxxx Xx. 00 Exercised Option		[***]		2003
104399		No. 31		New Firm A320 Aircraft		[***]		2003
41237		Xx. 00		Xxxxxxxxx Xx. 00 Exercised Option		[***]		2003
124966		Xx. 00		Xxxxxxxxx Xx. 00 Exercised Option		[***]		2003
41221		No. 34		Firm Aircraft		[***]		2003
41238		Xx. 00		Xxxxxxxxx Xx. 00 Exercised Option		[***]		2003
41223		No. 36		Firm Aircraft		[***]		2003
104400		No. 37		New Firm A320 Aircraft		[***]		2003
104401		No. 38		New Firm A320 Aircraft		[***]		2003
41223		No. 39		Firm Aircraft		[***]		2003
104402		No. 40		New Firm A320 Aircraft		[***]		2003
104403		No. 41		New Firm A320 Aircraft		[***]		2003
41236		No. 42		Firmly Ordered Option Aircraft		[***]		2004
111579		Xx. 00		Xxxxxxxxx Xx. 00 Exercised Option		[***]		2004
41245		No. 44		Firmly Ordered Option Aircraft		[***]		2004
41246		No. 45		Firmly Ordered Option Aircraft		[***]		2004
41229		Xx. 00		Xxxxxxxxx Xx. 00 Exercised Option		[***]		2004
41247		No. 47		Firmly Ordered Option Aircraft		[***]		2004
41248		No. 48		Firmly Ordered Option Aircraft		[***]		2004
104404		No. 49		New Firm A320 Aircraft		[***]		2004
104405		No. 50		New Firm A320 Aircraft		[***]		2004
41230		Xx. 00		Xxxxxxxxx Xx. 00 Exercised Option		[***]		2004
104406		No. 52		New Firm A320 Aircraft		[***]		2004
104407		No. 53		New Firm A320 Aircraft		[***]		2004
104408		No. 54		New Firm A320 Aircraft		[***]		2004
104409		No. 55		New Firm A320 Aircraft		[***]		2005
41232		Xx. 00		Xxxxxxxxx Xx. 00 Exercised Option		[***]		2005
104410		No. 57		New Firm A320 Aircraft		[***]		2005
104411		No. 58		New Firm A320 Aircraft		[***]		2005
41233		Xx. 00		Xxxxxxxxx Xx. 00 Exercised Option		[***]		2005
104412		No. 60		New Firm A320 Aircraft		[***]		2005
104413		No. 61		New Firm A320 Aircraft		[***]		2005
104414		No. 62		New Firm A320 Aircraft		[***]		2005
104415		No. 63		New Firm A320 Aircraft		[***]		2005
104416		No. 64		New Firm A320 Aircraft		[***]		2005
104417		No. 65		New Firm A320 Aircraft		[***]		2005
104418		No. 66		New Firm A320 Aircraft		[***]		2005
104419		No. 67		New Firm A320 Aircraft		[***]		2006
104420		No. 68		New Firm A320 Aircraft		[***]		2006
104421		No. 69		New Firm A320 Aircraft		[***]		2006
104422		No. 70		New Firm A320 Aircraft		[***]		2006
104423		No. 71		New Firm A320 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.

104424		No. 72		New Firm A320 Aircraft		[***]		2007
104425		No. 73		New Firm A320 Aircraft		[***]		2007
104426		No. 74		New Firm A320 Aircraft		[***]		2007
104427		No. 75		New Firm A320 Aircraft		[***]		2007
104428		No. 76		New Firm A320 Aircraft		[***]		2007
41231		No. 77		Option Aircraft		[***]		2004
124967		Xx. 00		Xxxxxxxxx Xx. 00 Additional Option		[***]		2005
124968		Xx. 00		Xxxxxxxxx Xx. 00 Additional Option		[***]		2005
124959		Xx. 00		Xxxxxxxxx Xx. 00 Additional Option		[***]		2006
124960		Xx. 00		Xxxxxxxxx Xx. 00 Additional Option		[***]		2006
124961		Xx. 00		Xxxxxxxxx Xx. 00 Additional Option		[***]		2006
124962		Xx. 00		Xxxxxxxxx Xx. 00 Additional Option		[***]		2006
124963		Xx. 00		Xxxxxxxxx Xx. 00 Additional Option		[***]		2006
41239		No. 85		Option Aircraft		[***]		2006
41240		No. 86		Option Aircraft		[***]		2006
41241		No. 87		Option Aircraft		[***]		2007
41242		No. 88		Option Aircraft		[***]		2007
41243		No. 89		Option Aircraft		[***]		2007
41244		No. 90		Option Aircraft		[***]		2007
69719		No. 91		A320 Additional Option Aircraft		[***]		2007
69720		No. 92		A320 Additional Option Aircraft		[***]		2007
69721		No. 93		A320 Additional Option Aircraft		[***]		2007
69722		No. 94		A320 Additional Option Aircraft		[***]		2008
69723		No. 95		A320 Additional Option Aircraft		[***]		2008
69724		No. 96		A320 Additional Option Aircraft		[***]		2008
69725		No. 97		A320 Additional Option Aircraft		[***]		2008
96459		No. 98		A320 Additional Option Aircraft		[***]		2008
104439		No. 99		Incremental A320 Option Aircraft		[***]		2008
104440		No. 100		Incremental A320 Option Aircraft		[***]		2008
104441		No. 101		Incremental A320 Option Aircraft		[***]		2008
104442		No. 102		Incremental A320 Option Aircraft		[***]		2008
104443		No. 103		Incremental A320 Option Aircraft		[***]		2008
124964		Xx. 000		Xxxxxxxxx Xx. 00 Additional Option		[***]		2009

        UNQUOTE

3.

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 of the Securities Exchange Act of 1934, as amended.

4.

CONFIDENTIALITY

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

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:	/s/  XXXXXXX LASCAUX Xxxxxxx Lascaux Its: Director Contracts Date: December 18, 2002

JETBLUE AIRWAYS CORPORATION
By:	/s/  XXXXXX XXXXXXXX Xxxxxx Xxxxxxxx Its: Vice President Date: December 18, 2002

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