AMENDMENT NO. 6 to the A320 Family Aircraft Purchase Agreement Dated as of October 19, 2011 Between AIRBUS S.A.S. And JETBLUE AIRWAYS CORPORATION

EXHIBIT 10.3

AMENDMENT NO. 6


Dated as of October 19, 2011

Between

AIRBUS S.A.S.

And



This Amendment No. 6 (hereinafter referred to as the “Amendment”) is entered into as of April 11th, 2017 between Airbus S.A.S. a société par actions simplifiée, created and existing under French law, having its registered office at 0 Xxxx-Xxxxx Xxxxxxx Xxxxxxxx, 00000 Xxxxxxx-Xxxxx, Xxxxxx and registered with Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”) and JetBlue Airways Corporation, a corporation organized under the laws of Delaware having its principal corporate offices at 00-00 Xxxxxx Xxxxx Xxxxx, Xxxx Xxxxxx Xxxx, Xxx Xxxx 00000 (formerly 000-00 Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxx Xxxx 00000), Xxxxxx Xxxxxx of America (the “Buyer”).

WHEREAS, the Buyer and the Seller entered into an A320 Family Purchase Agreement dated as of October 19, 2011, relating to the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus A320 family aircraft, which together with all amendments, exhibits, appendices, and letter agreements attached thereto is hereinafter called the “Agreement”.

WHEREAS, the Buyer and the Seller wish to amend the Agreement to reflect, among other things, the rescheduling of certain aircraft.



NOW THEREFORE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, IT IS AGREED AS FOLLOWS:



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The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. Except as used within quoted text, the terms “herein”, “hereof”, and “hereunder” and words of similar import refer to this Amendment.

1     DEFINITIONS
1.1
Clause 0 to the Agreement is amended to either modify or add the following defined terms between the words “QUOTE” and “UNQUOTE”:

QUOTE

PW1127G-JM Propulsion System – replaces the term “PW 1127G Propulsion Systems” defined in Clause 3.2.3 of the Agreement.

CFM LEAP 1A26 Propulsion System – replaces the term “CFM LEAP X-1A26 Propulsion System” defined in Clause 3.2.2 of the Agreement.

CFM Propulsion System – the CFM 56-5B3/3 Propulsion System as set out in Clause 3.2.5 of the Agreement.

CFM Propulsion Systems Reference Price (CEO) – as defined in Part 5 of Exhibit C to the Agreement.

Propulsion System – the CFM LEAP 1A24 Propulsion System, the CFM LEAP 1A26 Propulsion System, the CFM LEAP 1A32 Propulsion System, the CFM LEAP 1A33 Propulsion System, the IAE V2527-A5 Propulsion Systems, the IAE V2533-A5 Propulsion Systems, the CFM 56-5B3/3 Propulsion System, the PW1124G-JM Propulsion System, the PW1127G-JM Propulsion System and the PW1133G-JM Propulsion System, as applicable.

Scheduled Delivery Period – for each Aircraft, the Scheduled Delivery Year, Scheduled Delivery Quarter or Scheduled Delivery Month of such Aircraft, as applicable.

UNQUOTE

2    INTENTIONALLY LEFT BLANK
3    INTENTIONALLY LEFT BLANK
4    INTENTIONALLY LEFT BLANK
5    DELIVERY
5.1
The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402135 is hereby amended from [***] 2018 to [***] 2019.


[***] 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.
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5.2
The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402136 is hereby amended from [***] 2018 to [***] 2019.

5.3
The Scheduled Delivery Period for the Incremental A321 NEO Aircraft bearing CACiD number 10002778 is hereby amended from [***] 2018 to [***] 2019.

5.4
The Scheduled Delivery Period for the Additional A321 Aircraft bearing CACiD number 10054097 is hereby amended from [***] 2019 to [***] 2018.

5.5
The Scheduled Delivery Period for the Additional A321 Aircraft bearing CACiD number 10054098 is hereby amended from [***] 2019 to [***] 2018.

5.6
The Scheduled Delivery Period for the Additional A321 Aircraft bearing CACiD number 10054099 is hereby amended from [***] 2019 to [***] 2018.

5.7
The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402138 is hereby amended from [***] 2019 to [***] 2023.

5.8
The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402133 is hereby amended from [***] 2019 to [***] 2023.

5.9
The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402139 is hereby amended from [***] 2019 to [***] 2023.

5.10
Schedule 1 to the Agreement is deleted in its entirety and replaced by the Amended and Restated Schedule 1 (the “Amended and Restated Schedule 1”) attached hereto as Appendix 1.

5.11
It shall be the Buyer’s sole responsibility to ensure, without any intervention necessary from the Seller, that all of the BFE Suppliers are notified of and accept the rescheduling set forth in Clauses 5.1 to 5.10 above without the Seller incurring any costs, losses, expenses, additional obligations, penalties, damages or liabilities of any kind by reason of such rescheduling, and the Buyer will indemnify and hold the Seller harmless against any and all of such costs, losses, expenses, additional obligations, penalties, damages or liabilities so incurred by the Seller unless such costs, losses, expenses, additional obligations, penalties, damages or liabilities are a result of the Seller’s gross negligence or willful misconduct.

5.12
The Buyer shall enter into discussions directly with the relevant Propulsion System manufacturer to amend the relevant propulsion systems agreement(s) in order to reflect the rescheduling set out in Clauses 5.1 to 5.10 above and will indemnify and hold the Seller harmless against any and all costs, losses, expenses, obligations, penalties, damages or liabilities so incurred by the Seller in the event that the Buyer fails to perform its obligations as set out under this Clause 5.12 unless such costs, losses, expenses, additional obligations, penalties, damages or liabilities are a result of the Seller’s gross negligence or willful misconduct.


6     INTENTIONALLY LEFT BLANK

[***] 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.
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7     OTHER AMENDMENTS
7.1
Letter Agreement No. 5H (A321 Aircraft Performance Guarantee – (CFM 56-5B3/3 engines)), as appended to Appendix 3 to this Amendment, shall be incorporated into and deemed an integral part of Letter Agreement No. 5 to the Agreement.

7.2
Clause 22.2 of the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

22.2    Notices

22.2.1 
All notices and requests required or authorized hereunder will be given in writing either by personal delivery to an authorized officer of the party to whom the same is given or by commercial courier, certified air mail (return receipt requested) or facsimile at the addresses and numbers set forth below. The date on which any such notice or request is so personally delivered, or if such notice or request is given by commercial courier, certified air mail or facsimile, the date on which sent, will be deemed to be the effective date of such notice or request.

The Seller will be addressed at:

Airbus S.A.S.
Attention: Senior Vice President Xxxxxxxxx
0, Xxxx Xxxxx Xxxxxxx Xxxxxxxx
00000 Blagnac Cedex,
France

The Buyer will be addressed at:

Attention: Executive Vice President and General Counsel
00-00 Xxxxxx Xxxxx Xxxxx
Xxxx Xxxxxx Xxxx,
Xxx Xxxx 00000
Xxxxxx Xxxxxx of America
Fax: x0-000-000-0000

From time to time, the party receiving the notice or request may designate another address or another person.

22.2.2 
Notwithstanding the foregoing, the Seller and the Buyer agree that the following notices may alternatively be given to the Buyer in writing, by way of an email (in lieu of a physical copy) sent to the Buyer:

(a)
notice of the date when the Technical Acceptance Process of the Aircraft will commence, as provided for under Clause 8.1.2 of the Agreement, and

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(b)
notice of the Scheduled Delivery Quarter and Scheduled Delivery Month of the Aircraft, as applicable, as provided for under Clauses 9.1.1 and 9.1.2 of the Agreement, and

(c)
notice of the anticipated week on which the Aircraft will be Ready for Delivery, as provided for under Clause 9.1.3 of the Agreement, and

(d)
notice of the anticipated date on which the Aircraft will be Ready for Delivery, as provided for under Clause 9.1.4 of the Agreement;

each such notice being individually and collectively referred to as the “Aircraft Notice”.

Aircraft Notice(s) may be sent to the Buyer by email, to the following addressees, at the following email addresses:

•
Xxxxx Xxxxxx, Executive Vice President and Chief Financial Officer, xxxxx.xxxxxx@xxxxxxx.xxx;
•
Xxxxxx Xxxxxx, Director Assistant Treasurer, xxxxxx.xxxxxx@xxxxxxx.xxx;
•
Xxxx Xxxxxxx, Corporate and Compliance Counsel, xxxx.xxxxxxx@xxxxxxx.xxx;
•
Xxxx Xxxxxxx, Director Aircraft Trans. & International Counsel, xxxx.xxxxxxx@xxxxxxx.xxx;
•
Xxxxxxxx Xxxxx, Technical Support Manager, xxxxxxxx.xxxxx@xxxxxxx.xxx;
•
Xxxxxx Xxxxxxx, Airbus Fleet Captain, xxxxxx.xxxxxxx@xxxxxxx.xxx; and
•

From time to time, the Buyer may modify the above list by sending notice of such changes to the Seller in writing, including by email.

The date on which the Seller sends an Aircraft Notice by email to the Buyer shall be deemed to be the date of such Aircraft Notice and shall be taken into consideration for the purposes of the Seller’s notification obligations under Clauses 8.1.2, 9.1.1, 9.1.2, 9.1.3 and 9.1.4 of the Agreement.

The Buyer shall promptly confirm receipt of such Aircraft Notice by return email to the sender. Buyer’s failure to acknowledge receipt of an Aircraft Notice shall in no event impact the validity or sufficiency of such email notification, and by sending an Aircraft Notice to the Buyer by email as provided for hereabove, the Seller shall be deemed to have satisfied in full its obligations under the Agreement.

Should the Seller receive an automatic delivery failure email from more than three (3) of the above listed addressees when sending an Aircraft Notice by email to the Buyer as provided for under Clause 22.2.2, the Seller shall send such Aircraft Notice by personal delivery, commercial courier, certified air mail or facsimile as provided for in Clause 22.2.1 above.


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UNQUOTE
















































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7.3    The second paragraph of Clause 5.3.5 of the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE


[***]

UNQUOTE

8     OTHER COMMERCIAL TERMS
8.1
Any and all Predelivery Payments [***] described in Clauses 5.1 to 5.9 herein [***].

8.2
Clauses 8.6 and 8.7 of Amendment No. 4 to the Agreement are deleted in their entirety and replaced with the following quoted text:

QUOTE

8.6
[***]

8.7
[***]

UNQUOTE

8.3
Notwithstanding Clause 2.3 of the Agreement, the Additional A321 Airframe shall be equipped with either a set of two (2) IAE V2533-A5 engines or a set of two (2) CFM 56-5B3/3 engines, as further specified in this Clause 8.

8.4
The provision between the words “QUOTE” and “UNQUOTE” below shall be added at the end of Clause 3.2 of the Agreement:

QUOTE

3.2.5
The base price of a set of two (2) CFM 56-5B3/3 engines (the “CFM 56-5B3/3 Propulsion System”) is:

USD $[***]

(US Dollars – [***])

The Base Price of the CFM 56-5B3/3 Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the CFM Propulsion Systems Reference Price (CEO), as set forth in Part 5 of Exhibit C to 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 under the Securities Exchange Act of 1934, as amended.
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UNQUOTE

8.5
Clause 8.9 of Amendment No. 4 to the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

8.9.1
The Buyer hereby irrevocably selects IAE V2533-A5 engines as the Propulsion System for all Additional A321 Aircraft delivering until [***].

8.9.2
The Buyer shall select the Propulsion System for all Additional A321 Aircraft delivering from (and including) [***], no later than [***].

The selection of CFM 56-5B3/3 Propulsion System by the Buyer for any applicable Additional A321 Aircraft is subject to prior execution of the corresponding CFM performance guarantee as attached in Appendix 3 to this Amendment (A321 Aircraft Performance Guarantee – (CFM 56-5B3/3 engines)).

UNQUOTE

8.6
Part 5 of Exhibit C (CFM International Price Revision Formula (CEO)), as appended to Appendix 2 to this Amendment, shall be incorporated into and deemed an integral part of Exhibit C to the Agreement.

8.7
[***].

8.8
With respect to the certification of [***] seat with [***] IFE combination on jetBlue A320 Family aircraft, subject to (a) the Buyer [***], and (b) the Buyer [***], the Seller hereby confirms that:

(i)
The Seller shall [***], and

(ii)
The Seller shall [***].

9
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 contains the entire agreement between the Buyer and the Seller with respect to the subject matter hereof and supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment.


[***] 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.
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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.


This Amendment will become effective upon its execution.

10
CONFIDENTIALITY

This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement.

11
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 other party, and any attempted assignment or transfer in contravention of the provisions of this Clause 11 will be void and of no force or effect.

12
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.

13
INTERPRETATION AND LAW

This Amendment is subject to the Interpretation and Law provisions set forth in Clause 22.6 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 under the Securities Exchange Act of 1934, as amended.
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IN WITNESS WHEREOF, the parties hereto have entered into this Amendment by their respective officers or agents as of the date first above written.




JETBLUE AIRWAYS CORPORATION     AIRBUS S.A.S.




By: /s/ Xxxxx Xxxxxx     By: /s/ Xxxxxxxxxx Xxxxxx

        
Its: Chief Financial Officer     Its: Senior Vice President










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APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1














Appendix 1
to
Amendment No. 6



Amended and Restated
Schedule 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.
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APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

 
CACiD
No.
Aircraft Rank No.
Type
Scheduled Delivery Month/Quarter
Scheduled Delivery Year
1
159 908
122
Group 1 A320 Aircraft
[***]
2011
2
159 942
123
Group 1 A320 Aircraft
[***]
2012
3
159 943
124
Group 1 A320 Aircraft
[***]
2012
4
159 950
125
Group 1 A320 Aircraft
[***]
2012
5
159 951
126
Group 1 A320 Aircraft
[***]
2012
6
159 923
127
Group 1 A320 Aircraft
[***]
2012
7
159 924
128
Group 1 A320 Aircraft
[***]
2012
8
000 000
000
Group 1 A320 Aircraft
[***]
2012
9
000 000
000
A320 Backlog Aircraft
[***]
2013
10
159 960
131
A320 Backlog Aircraft
[***]
2013
11
159 961
132
A320 Backlog Aircraft
[***]
2013
12
000 000
000
A321 Backlog Aircraft
[***]
2013
13
159 963
134
A321 Backlog Aircraft
[***]
2013
14
159 964
135
A321 Backlog Aircraft
[***]
2013
15
159 965
136
A321 Backlog Aircraft
[***]
2013
16
159 916
137
A321 Backlog Aircraft
[***]
2014
17
159 940
138
A321 Backlog Aircraft
[***]
2014
18
159 941
139
A321 Backlog Aircraft
[***]
2014
19
159 944
140
A321 Backlog Aircraft
[***]
2014
20
159 945
141
A321 Backlog Aircraft
[***]
2014
21
159 946
142
A321 Backlog Aircraft
[***]
2014
22
159 947
143
A321 Backlog Aircraft
[***]
2014
23
159 948
144
A321 Backlog Aircraft
[***]
2014
24
159 949
145
A321 Backlog Aircraft
[***]
2014
25
000 000
000
A321 Backlog Aircraft
[***]
2015
26
159 957
147
A321 Backlog Aircraft
[***]
2015
27
159 958
148
A321 Backlog Aircraft
[***]
2015
28
159 959
149
A321 Backlog Aircraft
[***]
2015
29
159 929
150
A321 Backlog Aircraft
[***]
2015
30
000 000
000
A321 Backlog Aircraft
[***]
2015
31
159 931
152
A321 Backlog Aircraft
[***]
2015
32
159 932
153
A321 Backlog Aircraft
[***]
2015
33
159 933
154
A321 Backlog Aircraft
[***]
2015
34
10002716
155
Incremental A321 Aircraft
[***]
2015
35
159 920
156
A321 Backlog Aircraft
[***]
2015
36
10002752
157
Incremental A321 Aircraft
[***]
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.
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APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

 
CACiD
No.
Aircraft Rank No.
Type
Scheduled Delivery Month/Quarter
Scheduled Delivery Year
37
159 911
158
A321 Backlog Aircraft
[***]
2016
38
159 912
159
A321 Backlog Aircraft
[***]
2016
39
159 917
160
A321 Backlog Aircraft
[***]
2016
40
159 918
161
A321 Backlog Aircraft
[***]
2016
41
159 926
162
A321 Backlog Aircraft
[***]
2016
42
159 927
163
A321 Backlog Aircraft
[***]
2016
43
159 928
164
A321 Backlog Aircraft
[***]
2016
44
159 952
165
A321 Backlog Aircraft
[***]
2016
45
159 953
166
A321 Backlog Aircraft
[***]
2016
46
159 934
167
A321 Backlog Aircraft
[***]
2016
47
159 922
168
Converted A321 Backlog Aircraft
[***]
2017
48
159 954
169
Converted A321 Backlog Aircraft
[***]
2017
49
159 955
170
Converted A321 Backlog Aircraft
[***]
2017
50
159 921
171
Converted A321 Backlog Aircraft
[***]
2017
51
104 440
172
Converted A321 Backlog Aircraft
[***]
2017
52
000 000
000
Converted A321 Backlog Aircraft
[***]
2017
53
10054088
249
Additional A321 Aircraft
[***]
2017
54
159 909
174
Converted A321 Backlog Aircraft
[***]
2017
55
10054089
250
Additional A321 Aircraft
[***]
2017
56
10002770
175
Incremental A321 Aircraft
[***]
2017
57
10054090
251
Additional A321 Aircraft
[***]
2017
58
10002771
176
Incremental A321 Aircraft
[***]
2017
59
10054091
252
Additional A321 Aircraft
[***]
2017
60
10002772
177
Incremental A321 Aircraft
[***]
2017
61
10054092
253
Additional A321 Aircraft
[***]
2017
62
159 910
178
Converted A321 Backlog Aircraft
[***]
2018
00
00000000
000
Additional A321 Aircraft
[***]
2018
64
10054100
261
Additional A321 Aircraft
[***]
2018
65
10054101
262
Additional A321 Aircraft
[***]
2018
66
10054102
263
Additional A321 Aircraft
[***]
2018
67
10054097
258
Additional A321 Aircraft
[***]
2018
68
10054098
259
Additional A321 Aircraft
[***]
2018
69
10054094
255
Additional A321 Aircraft
[***]
2018
70
10054099
260
Additional A321 Aircraft
[***]
2018
71
10054095
256
Additional A321 Aircraft
[***]
2018
72
10054096
257
Additional A321 Aircraft
[***]
2018

[***] 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.
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APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

 
CACiD
No.
Aircraft Rank No.
Type
Scheduled Delivery Month/Quarter
Scheduled Delivery Year
73
402 132
179
Converted A321 NEO Aircraft
[***]
2019
74
10002778
184
Incremental A321 NEO Aircraft
[***]
2019
75
402 137
185
Converted A321 NEO Aircraft
[***]
2019
76
402 135
182
Converted A321 NEO Aircraft
[***]
2019
77
402 136
183
Converted A321 NEO Aircraft
[***]
2019
78
10002779
190
Incremental A321 NEO Aircraft
[***]
2019
79
10002780
191
Incremental A321 NEO Aircraft
[***]
2019
80
402 134
181
Converted A321 NEO Aircraft
[***]
2019
81
402 141
189
Converted A321 NEO Aircraft
[***]
2019
82
402 140
188
Converted A321 NEO Aircraft
[***]
2019
83
10002782
193
Incremental A321 NEO Aircraft
[***]
2019
84
10002783
194
Incremental A321 NEO Aircraft
[***]
2019
85
10002784
195
Incremental A321 NEO Aircraft
[***]
2019
86
10002781
192
Incremental A321 NEO Aircraft
[***]
2019
87
10002785
196
Incremental A321 NEO Aircraft
[***]
2019
88
10002786
197
Incremental A321 NEO Aircraft
[***]
2019
89
10002787
198
Incremental A321 NEO Aircraft
[***]
2019
90
10002788
199
Incremental A321 NEO Aircraft
[***]
2019
91
10002756
200
A321 NEO Aircraft
[***]
2020
92
10002760
201
A321 NEO Aircraft
[***]
2020
93
10002764
202
A321 NEO Aircraft
[***]
2020
94
10002789
203
Incremental A321 NEO Aircraft
[***]
2020
95
10002790
204
Incremental A321 NEO Aircraft
[***]
2020
96
10002791
205
Incremental A321 NEO Aircraft
[***]
2020
97
10002792
206
Incremental A321 NEO Aircraft
[***]
2020
98
10054124
264
Additional A321 NEO Aircraft
[***]
2020
99
10009793
207
Incremental A321 NEO Aircraft
[***]
2020
100
10002794
208
Incremental A321 NEO Aircraft
[***]
2020
000
000 000
209
A320 NEO Aircraft
[***]
2020
102
402 143
210
A320 NEO Aircraft
[***]
2020
103
10054125
265
Additional A321 NEO Aircraft
[***]
2020
104
402 144
211
A320 NEO Aircraft
[***]
2020
105
402 145
212
A320 NEO Aircraft
[***]
2020
000
000 000
213
A320 NEO Aircraft
[***]
2020
107
402 147
214
A320 NEO Aircraft
[***]
2020
108
10054126
266
Additional A321 NEO Aircraft
[***]
2020

[***] 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.
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APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

 
CACiD
No.
Aircraft Rank No.
Type
Scheduled Delivery Month/Quarter
Scheduled Delivery Year
109
402 151
215
A320 NEO Aircraft
[***]
2021
110
402 152
216
A320 NEO Aircraft
[***]
2021
111
402 153
217
A320 NEO Aircraft
[***]
2021
112
402 154
218
A320 NEO Aircraft
[***]
2021
113
10054127
267
Additional A321 NEO Aircraft
[***]
2021
114
402 155
219
A320 NEO Aircraft
[***]
2021
115
402 156
220
A320 NEO Aircraft
[***]
2021
116
402 157
221
A320 NEO Aircraft
[***]
2021
117
402 158
222
A320 NEO Aircraft
[***]
2021
118
10054128
268
Additional A321 NEO Aircraft
[***]
2021
119
402 159
223
A320 NEO Aircraft
[***]
2021
120
402 160
224
A320 NEO Aircraft
[***]
2021
121
402 161
225
A320 NEO Aircraft
[***]
2021
122
402 162
226
A320 NEO Aircraft
[***]
2021
123
10054129
269
Additional A321 NEO Aircraft
[***]
2021
124
402 163
227
A320 NEO Aircraft
[***]
2021
125
402 164
228
A320 NEO Aircraft
[***]
2021
126
402 165
229
A320 NEO Aircraft
[***]
2021
127
402 166
230
A320 NEO Aircraft
[***]
2021
128
10054130
270
Additional A321 NEO Aircraft
[***]
2021
129
402 148
231
A320 NEO Aircraft
[***]
2022
130
402 149
232
A320 NEO Aircraft
[***]
2022
131
402 150
233
A320 NEO Aircraft
[***]
2022
132
10002765
234
A321 NEO Aircraft
[***]
2022
133
10054131
271
Additional A321 NEO Aircraft
[***]
2022
134
10002766
235
A321 NEO Aircraft
[***]
2022
135
10002767
236
A321 NEO Aircraft
[***]
2022
136
10002768
237
A321 NEO Aircraft
[***]
2022
137
10002769
238
A321 NEO Aircraft
[***]
2022
138
10054132
272
Additional A321 NEO Aircraft
[***]
2022
139
10002773
239
A321 NEO Aircraft
[***]
2022
140
10002774
240
A321 NEO Aircraft
[***]
2022
141
402 127
241
A321 NEO Aircraft
[***]
2022
142
402 128
242
A321 NEO Aircraft
[***]
2022
143
10054133
273
Additional A321 NEO Aircraft
[***]
2022
000
000 000
243
A321 NEO Aircraft
[***]
2022

[***] 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.
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APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

 
CACiD
No.
Aircraft Rank No.
Type
Scheduled Delivery Month/Quarter
Scheduled Delivery Year
145
402 130
244
A321 NEO Aircraft
[***]
2022
146
402 131
245
A321 NEO Aircraft
[***]
2022
147
10002775
246
Incremental A321 NEO Aircraft
[***]
2022
148
10054134
274
Additional A321 NEO Aircraft
[***]
2022
149
10002776
247
Incremental A321 NEO Aircraft
[***]
2023
150
10054135
275
Additional A321 NEO Aircraft
[***]
2023
151
402 138
186
Converted A321 NEO Aircraft
[***]
2023
152
10054136
276
Additional A321 NEO Aircraft
[***]
2023
153
402 133
180
Converted A321 NEO Aircraft
[***]
2023
154
10002777
248
Incremental A321 NEO Aircraft
[***]
2023
155
10054137
277
Additional A321 NEO Aircraft
[***]
2023
156
10054138
278
Additional A321 NEO Aircraft
[***]
2023
000
000 000
187
Converted A321 NEO Aircraft
[***]
2023





[***] 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.
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APPENDIX 2

PART 5 TO EXHIBIT C

Appendix 2
to
Amendment No. 6



Part 5 to Exhibit C to the Agreement

CFM INTERNATIONAL
PRICE REVISION FORMULA (CEO)





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APPENDIX 3
LETTER AGREEMENT NO. 5H

Appendix 3
to
Amendment No. 6



A321 AIRCRAFT PERFORMANCE GUARANTEE –
(CFM 56-5B3/3 ENGINES)



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PART 5
CFM INTERNATIONAL PRICE REVISION FORMULA (CEO)
(APPLICABLE TO ENGINES ON ADDITIONAL A321 AIRCRAFT AS RELEVANT)


5.1
Propulsion Systems Reference Price

The “Reference Price” for a set of two (2)

CFM INTERNATIONAL CFM 56-5B3/3 engines is US$ [***] (US dollars – [***]).

This Reference Price is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics and in accordance with the provisions of Clauses 5.4 and 5.5 of this Exhibit C.


5.2
REFERENCE PERIOD

The above Reference Price has been established in accordance with the economical conditions prevailing for a theoretical delivery in [***] as defined by CFM INTERNATIONAL by the Reference Composite Price Index (CPIb) of [***].


1.
5.3    INDEXES

Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter referred to as “ECI336411W”, quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS”, and found in Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group”, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS code 336411, base month and year December 2005 = 100, hereinafter mutiplied by [***] and rounded to the first decimal place.)

The quarterly value released for a certain month (March, June, September and December) shall be the one deemed to apply for the two preceding months.
    
Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I.

Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI Detailed Report” (found in Table 9. “Producer price indexes and percent changes for commodity and service groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100).

Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15


[***] 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.
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2.
5.4    REVISION FORMULA

[***]

[***]

[***]

[***]

[***]
[***]

[***]

[***]

[***]

[***]

[***]


3.
5.5    GENERAL PROVISIONS

5.5.1
Roundings

(i)
The Material index average ([***]) shall be rounded to the nearest second decimal place and the labor index average ([***]) shall be rounded to the nearest first decimal place.

(ii)
CPIn shall be rounded to the nearest second decimal place.

(iii)
The final factor ([***]) shall be rounded to the nearest third decimal place.

If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next higher figure.
    
After final computation, [***] shall be rounded to the nearest whole number (0.5 rounds to 1).


5.5.2
Final Index Values


[***] 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.
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The revised Reference Price at the date of Aircraft Delivery shall not be subject to any further adjustments in the indexes.


5.5.3
Interruption of Index Publication

If the US Department of Labor substantially revises the methodology of calculation or discontinues any to these indexes referred to hereabove, the Seller shall reflect the substitute for the revised or discontinued index selected by CFM INTERNATIONAL, such substitute index to lead in application to the same adjustment result, insofar as possible, as would have been achieved by continuing the use of the original index as it may have fluctuated had it not been revised or discontinued.

Appropriate revision of the formula shall be made to accomplish this result.


5.5.4
Annulment of Formula

Should the above escalation provisions become null and void by action of the US Government, the Reference Price shall be adjusted due to increases in the costs of labor and material which have occurred from the period represented by the applicable Reference Composite Price Index to the twelfth (12th) month prior to the month of Aircraft Delivery.


5.5.5
Limitations

Should the ratio [***].


[***] 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.
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LETTER AGREEMENT NO. 5H


As of April 11th, 2017



00-00 Xxxxxx Xxxxx Xxxxx
Xxxx Xxxxxx Xxxx, Xxx Xxxx 00000



Re: A321 AIRCRAFT PERFORMANCE GUARANTEE – (CFM56-5B3/3 ENGINES)

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of October 25, 2013, Amendment No. 2 dated as of November 19, 2014, Amendments No. 3 and No. 4 dated as of July 26, 2016, Amendment No. 5 dated as of August 9, 2016 and Amendment No. 6 dated as of even date herewith) (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5H (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


1    AIRCRAFT CONFIGURATION

The guarantees defined below (the “Guarantees”) are applicable to the A321-200 Aircraft as described in the Standard Specification reference E 000 02000 Issue 5 dated 20th June 2011 amended by Specification Change Notices (SCNs) for:

i)    installation of Sharklets

ii)    installation of CFM International CFM56-5B3/3 engines

iii)    the following design weights:


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Maximum Take-Off Weight (MTOW)    [***] kg ([***] lb)
Maximum Landing Weight (MLW)    [***] kg ([***] lb)
Maximum Zero Fuel Weight (MZFW)    [***] kg ([***] lb)

iv)    [***]

hereinafter referred to as the “Specification” without taking into account any further changes thereto as provided in the Agreement.

2    [***]

3    [***]

4    [***]

5    [***]

6    [***]

7    [***]

8    [***]

9    UNDERTAKING REMEDIES

Should an Aircraft fail to meet the Guarantees specified in this Letter Agreement, the Seller shall use its reasonable endeavours to correct the deficiency to comply with the subject guarantee.

[***]

[***] 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.
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If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.


AIRBUS S.A.S


By: /s/ Xxxxxxxxxx Xxxxxx

Title: Senior Vice President



        
By: /s/ Xxxxx Xxxxxx    

Title: Chief Financial Officer

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Filed: July 28th, 2017
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