AMENDMENT NO. 15 to the A320 Family Aircraft Purchase Agreement Dated as of October 19, 2011 Between AIRBUS S.A.S. And JETBLUE AIRWAYS CORPORATION
INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
AMENDMENT NO. 15
Dated as of October 19, 2011
Between
AIRBUS S.A.S.
And
JETBLUE AIRWAYS CORPORATION
This Amendment No. 15 (hereinafter referred to as the “Amendment”) is entered into as of October 16, 2020 between Airbus S.A.S. a société par actions simplifiée, created and existing under French law, having its registered office at 0 Xxxx-Xxxxx Xxxxx Xxxxxxxxx, 00000 Xxxxxxx, 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:
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.
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1 DELIVERY
1.1 The Buyer and the Seller hereby reschedule certain Aircraft as detailed in the following table:
| CACID | Aircraft Type | Previous Scheduled Delivery Period | New Scheduled Delivery Period | ||||||||
| 402 132 | Converted A321 XLR Aircraft | [***] 2024 | [***] 2025 | ||||||||
| 10054125 | Converted A321 LR Aircraft | [***] 2021 | [***]2022 | ||||||||
| 402 147 | Converted A321 LR Aircraft | [***] 2022 | [***] 2027 | ||||||||
| 402 164 | 2018 Converted A321 NEO Aircraft | [***]2022 | [***] 2027 | ||||||||
| 10054130 | Additional A321 NEO Aircraft | [***] 2022 | [***] 2023 | ||||||||
| 402 130 | A321 NEO Aircraft | [***] 2023 | [***] 2027 | ||||||||
| 402 166 | 2018 Converted A321 NEO Aircraft | [***] 2022 | [***] 2027 | ||||||||
| 402 146 | Converted A321 LR Aircraft | [***] 2021 | [***] 2027 | ||||||||
| 402 165 | 2018 Converted A321 NEO Aircraft | [***] 2022 | [***] 2027 | ||||||||
| 402 129 | A321 NEO Aircraft | [***] 2023 | [***] 2027 | ||||||||
| 402 138 | Converted A321 NEO Aircraft | [***] 2023 | [***] 2027 | ||||||||
| 10002776 | Incremental A321 NEO Aircraft | [***] 2023 | [***] 2027 | ||||||||
| 402 133 | Converted A321 NEO Aircraft | [***] 2023 | [***] 2027 | ||||||||
| 402 140 | Converted A321 NEO Aircraft | [***] 2024 | [***] 2027 | ||||||||
| 402 144 | 2018 Converted A321 NEO Aircraft | [***] 2025 | [***] 2027 | ||||||||
| 000 000 | 0000 Converted A321 NEO Aircraft | [***] 2025 | [***] 2027 | ||||||||
| 402 151 | 2018 Converted A321 NEO Aircraft | [***] 2025 | [***] 2027 | ||||||||
1.2 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.
1.3 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 this Amendment 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.
1.4 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 this Amendment and will indemnify and hold the Seller harmless against any and all costs, losses, expenses, additional 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 1.4 unless such costs, losses, expenses, additional obligations, penalties, damages or liabilities are a result of the Seller’s gross negligence or willful misconduct.
1.5 Without prejudice to Clauses 5.3.1 and 5.3.4 of the Agreement, any and all Predelivery Payments [***] becoming due under the Agreement.
CT1303281 JBU A320F AMD 15 2
2 OTHER AMENDMENTS
2.1 Clause 7 of the Amended and Restated Letter Agreement No. 3 to the Agreement is hereby deleted in its entirety.
2.2 [***].
2.3 Clause 9 of the Amended and Restated Letter Agreement No. 1 to the Agreement is hereby deleted in its entirety and replaced by the following quoted text:
QUOTE
[***]
UNQUOTE
2.4 Clause 1.1 of Letter Agreement No. 9 to the Agreement is hereby deleted in its entirety and replaced by the following quoted text:
QUOTE
1.1 [***]
UNQUOTE
2.5 [***]
[***]
| CACID | Aircraft Rank No. | Aircraft Type | SDM | ||||||||
| 10002788 | 199 | Incremental A321 NEO Aircraft | [***] | ||||||||
| 10002781 | 192 | Incremental A321 NEO Aircraft | [***] | ||||||||
| 10002792 | 206 | Incremental A321 NEO Aircraft | [***] | ||||||||
| 10002764 | 202 | A321 NEO Aircraft | [***] | ||||||||
[***]
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 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 [***].
CT1303281 JBU A320F AMD 15 3
Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and will 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.
4 CONFIDENTIALITY
This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 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 other party, and any attempted assignment or transfer in contravention of the provisions of this Clause 5 will be void and of no force or effect.
6 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.
7 INTERPRETATION AND LAW
This Amendment is subject to the Interpretation and Law provisions set forth in Clause 22.6 of the Agreement.
CT1303281 JBU A320F AMD 15 4
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/ Xxxxxx de Saint-Exupery
Its: Chief Financial Officer Its: Senior Vice President
Contracts
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CT1303281 JBU A320F AMD 15 Appendix A to Amendment No. 15 6
