Amendment No. 31 to the A320 Purchase Agreement Dated as of April 20, 1999 between AVSA, S.A.R.L. and JetBlue Airways Corporation
Exhibit 10.3
Amendment No. 31
to the A320 Purchase Agreement
Dated as of April 20, 1999
between
AVSA, S.A.R.L.
and
JetBlue Airways Corporation
This Amendment No. 31 (hereinafter referred to as the ”Amendment”) is entered into as of January 21, 2008 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, and Amendment No. 30 dated as of March 20, 2007 is hereinafter called the “Agreement”;
WHEREAS the Buyer and the Seller wish 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.
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2. |
DELIVERY |
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|
2.1 |
The Buyer and the Seller agree to reschedule the delivery of three (3) firm Aircraft with CAC Id Nos. 159 923, 159 924, and 159 925 from calendar year 2010 to calendar year 2012 and to renumber the Aircraft chronologically. |
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|
2.2 |
The Buyer and the Seller agree to reschedule the delivery of five (5) firm Aircraft with CAC Id Nos. 159 926, 159 927, 159 928, 159 952 and 159 953 from calendar year 2010 to calendar year 2013 and to renumber the Aircraft chronologically. |
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|
2.3 |
The Buyer and the Seller agree to reschedule the delivery of eight (8) firm Aircraft with CAC Id Nos. 159 934, 159 960, 159 961, 159 962, 159 963, 159 964, 159 965 and 159 939 from calendar year 2011 to calendar year 2013 and to renumber the Aircraft chronologically. |
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|
2.4 |
The Buyer and the Seller agree to cancel four (4) Option Aircraft with CAC ID Nos. 180 957, 180 958, 180 960 and 180 964 with delivery positions in calendar year 2010 and all rights and obligations of the parties related to these four (4) Options are hereby extinguished, except as set forth in paragraph 3.2 below. |
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2.5 |
The Buyer and the Seller agree to reschedule the delivery of four (4) Option Aircraft with CAC Id Nos. 159 980, 159 981, 159 982 and 159 983 from calendar year 2012 to calendar year 2014. |
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2.6 |
The Buyer and the Seller agree to reschedule the delivery of four (4) Option Aircraft with CAC Id Nos. 180 973, 180 974, 180 975 and 180 976 from calendar year 2013 to calendar year 2015. |
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|
2.7 |
The Buyer and the Seller agree to cancel four (4) Option Aircraft with CAC Id Nos. 159 984, 159 985, 159 986, 159 987 from calendar year 2012 and to cancel four (4) Option Aircraft with CAC ID Nos. 180 977, 180 978, 180 979 and 180 980 from calendar year 2013 and all rights and obligations of the parties related to these eight (8) Options are hereby extinguished, except as set forth in paragraph 3.3 below. These eight (8) cancelled Option Aircraft are converted to Purchase Right Aircraft, as further described in paragraph 5 below. |
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2.8 |
As a result of the reschedulings and cancellations set forth in Paragraphs 2.4, 2.5, 2.6 and 2.7 above, the Buyer and the Seller agree to renumber the Option Aircraft chronologically. |
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2.9 |
As a result of the reschedule set forth in Paragraphs 2.1, 2.2, 2.3, 2.4, 2.5, 2.6 and 2.7 above, the Buyer and the Seller agree that the delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby cancelled and replaced by the following quoted provisions: |
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 |
______________
[***] 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.
|
CACId No. |
|
Rank No. |
|
Aircraft |
|
Delivery |
|
|
|
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 |
|
Xx. 00 |
|
Xxx-Xxxxxxxxx Xx. 00 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 |
|
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 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2004 |
[***] 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.
|
CACId No. |
|
Rank No. |
|
Aircraft |
|
Delivery |
|
|
|
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 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 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 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 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 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 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 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 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 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2005 |
|
124 963 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
159 936 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2006 |
|
104 419 |
|
Xx. 00 |
|
Xxx-Xxxxxxxxx Xx. 00 Aircraft |
|
[***] |
|
2006 |
|
41 239 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2006 |
|
41 240 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2006 |
|
41 241 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2006 |
|
104 421 |
|
Xx. 00 |
|
Xxx-Xxxxxxxxx Xx. 00 Aircraft |
|
[***] |
|
2006 |
|
41 242 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2006 |
|
41 243 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2006 |
|
104 422 |
|
Xx. 00 |
|
Xxx-Xxxxxxxxx Xx. 00 Aircraft |
|
[***] |
|
2006 |
|
41 244 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2006 |
|
69 719 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2006 |
|
104 423 |
|
Xx. 00 |
|
Xxx-Xxxxxxxxx Xx. 00 Aircraft |
|
[***] |
|
2006 |
|
69 720 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2006 |
|
104 420 |
|
Xx. 00 |
|
Xxx-Xxxxxxxxx Xx. 00 Aircraft |
|
[***] |
|
2006 |
|
69 721 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 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 |
[***] 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.
|
CACId No. |
|
Rank No. |
|
Aircraft |
|
Delivery |
|
|
|
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 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2007 |
|
69 724 |
|
Xx. 00 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2007 |
|
96 459 |
|
No. 100 |
|
Amendment No. 16 Firm Aircraft |
|
[***] |
|
2007 |
|
104 439 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2007 |
|
104 441 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2007 |
|
41 231 |
|
No. 103 |
|
Amendment No. 16 Firm Aircraft |
|
[***] |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
159 896 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2008 |
|
159 897 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2008 |
|
159 898 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2008 |
|
159 899 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2008 |
|
159 900 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2008 |
|
159 901 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2008 |
|
159 902 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2008 |
|
159 903 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2008 |
|
159 904 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2008 |
|
159 905 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2008 |
|
159 906 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2008 |
|
159 907 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
159 913 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2009 |
|
159 914 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2009 |
|
159 915 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2009 |
|
159 916 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2009 |
|
159 940 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2009 |
|
159 941 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2009 |
|
159 944 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2009 |
|
159 945 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2009 |
|
159 946 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2009 |
|
159 947 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2009 |
|
159 948 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2009 |
|
159 949 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
159 919 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2010 |
|
159 920 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2010 |
|
159 921 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2010 |
|
159 922 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2010 |
|
159 954 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
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.
|
CACId No. |
|
Rank No. |
|
Aircraft |
|
Delivery |
|
|
|
159 955 |
|
No. 133 |
|
Amendment No. 20 Firm Aircraft |
|
[***] |
|
2010 |
|
159 956 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2010 |
|
159 957 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2010 |
|
159 958 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2010 |
|
159 959 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
[***] |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
159 929 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2011 |
|
159 930 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2011 |
|
159 931 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2011 |
|
159 932 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2011 |
|
159 933 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2011 |
|
69 723 |
|
No. 143 |
|
Amendment No. 16 Firm Aircraft |
|
Year |
|
2011 |
|
69 725 |
|
No. 144 |
|
Amendment No. 16 Firm Aircraft |
|
Year |
|
2011 |
|
104 440 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2011 |
|
104 442 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2011 |
|
159 908 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2011 |
|
|
|
|
|
|
|
|
|
|
|
159 909 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2012 |
|
159 910 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2012 |
|
159 911 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2012 |
|
159 912 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2012 |
|
159 917 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2012 |
|
159 918 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2012 |
|
159 942 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2012 |
|
159 943 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2012 |
|
159 950 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2012 |
|
159 951 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2012 |
|
159 923 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2012 |
|
159 924 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2012 |
|
159 925 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2012 |
|
|
|
|
|
|
|
|
|
|
|
159 926 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2013 |
|
159 927 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2013 |
|
159 928 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2013 |
|
159 952 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2013 |
|
159 953 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2013 |
|
159 934 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2013 |
|
159 939 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2013 |
|
159 960 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2013 |
|
159 961 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2013 |
[***] 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.
|
CACId No. |
|
Rank No. |
|
Aircraft |
|
Delivery |
|
|
|
159 962 |
|
No. 170 |
|
Amendment No. 20 Firm Aircraft |
|
Year |
|
2013 |
|
159 963 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2013 |
|
159 964 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2013 |
|
159 965 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Firm Aircraft |
|
Year |
|
2013 |
|
|
|
|
|
|
|
|
|
|
|
CACId No. |
|
Rank No. |
|
Option Aircraft |
|
Delivery |
|
|
|
159 966 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2011 |
|
159 967 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2011 |
|
159 968 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2011 |
|
159 969 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2011 |
|
159 970 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2011 |
|
159 971 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2011 |
|
|
|
|
|
|
|
|
|
|
|
159 976 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2012 |
|
159 977 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2012 |
|
159 978 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2012 |
|
159 979 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2012 |
|
159 988 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2012 |
|
180 961 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2012 |
|
180 962 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2012 |
|
180 963 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2012 |
|
|
|
|
|
|
|
|
|
|
|
180 968 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2013 |
|
180 969 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2013 |
|
180 970 |
|
No. 190 |
|
Amendment No .20 Option |
|
[***] |
|
2013 |
|
180 971 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2013 |
|
180 972 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2013 |
|
180 981 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2013 |
|
180 982 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2013 |
|
180 965 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2013 |
|
180 966 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2013 |
|
180 967 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2013 |
|
|
|
|
|
|
|
|
|
|
|
159 980 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2014 |
|
159 981 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2014 |
|
159 982 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2014 |
|
159 983 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2014 |
|
180 973 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2015 |
|
180 974 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2015 |
|
180 975 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
2015 |
|
180 976 |
|
Xx. 000 |
|
Xxxxxxxxx Xx. 00 Option |
|
[***] |
|
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.
UNQUOTE
|
3. |
PREDELIVERY PAYMENTS |
|
3.1 |
With respect to the firm Aircraft and the Option Aircraft rescheduled pursuant to Paragraphs 2.1, 2.2, 2.3, 2.5 and 2.6 above, the Predelivery Payments paid in accordance with the previous delivery schedule for these Aircraft will be [***]. |
|
3.2 |
With respect to the Option Aircraft cancelled pursuant to Paragraph 2.4 above, the Predelivery Payments paid to the Seller by the Buyer as of the date hereof, in the amount of $[***] per Aircraft for an aggregate total of $[***] will be [***]. |
|
3.3 |
With respect to the Option Aircraft cancelled and converted to Purchase Right Aircraft pursuant to Paragraph 2.7 above, an amount of $[***] per Aircraft out of an amount of $[***] paid to the Seller by the Buyer as of the date hereof, for an aggregate total of $[***] will be [***]. The balance of $[***] per Aircraft, for an aggregate of $[***], will be [***] to each of the eight (8) Purchase Right Aircraft as defined in Paragraph 5 below. |
|
4. |
PRICE ESCALATION |
For the Aircraft identified in Clause 9.1.1 as CAC Id Nos. 159 923, 159 924, 159 925, 159 934, 159 939, 159 960, 159 961, 159 962, 159 963, 159 964, and 159 965, the escalation provisions set forth in the Agreement shall [***].
______________|
[***] 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. |
For the Aircraft identified in Clause 9.1.1 as CAC Id Nos. 159 926, 159 927, 159 928, 159 952 and 159 953, the escalation provisions set forth in the Agreement shall [***].
|
5. |
PURCHASE RIGHT AIRCRAFT |
|
5.1 |
In consideration of the Purchase Right Fee received from the Buyer pursuant to paragraph 5.3 below, the Seller hereby grants the Buyer the right to purchase up to eight (8) A320 aircraft, (the “Purchase Right”), [***]. The terms and conditions set out in the Agreement for the [***] will apply to aircraft purchased pursuant to a Purchase Right (each, a “Purchase Right Aircraft”). Purchase Right Aircraft will be scheduled for delivery before [***], 2016, [***]. |
|
5.2 |
Upon a written request made by the Buyer specifying any number of Purchase Right Aircraft equal to eight (8) or fewer that the Buyer wishes to purchase and the desired delivery dates, the last such request to be made not later than [***], 2012, the Seller will within [***] provide the Buyer with a proposal for scheduled delivery months therefor. Such scheduled delivery months will be held for a further [***] following the date of the Seller’s proposal. Delivery slots proposed to the Buyer will be [***]. The Buyer may place a firm order for each Purchase Right Aircraft to be delivered in such months by making within such latter [***] the first cash payment pursuant to the Predelivery Payment Schedule applicable to Option Aircraft in the Agreement [***]. Thereafter, the Purchase Right Aircraft will be considered firmly ordered Aircraft and all rights and obligations of the parties related thereto will be in full force and effect. Should the Seller not receive the Buyer’s first cash payment pursuant to the Predelivery Payment Schedule applicable to Option Aircraft in the Agreement [***] for such Purchase Right Aircraft within the timeframe indicated above or should the Buyer not send a written request to exercise the Purchase Right Aircraft by [***], 2012, then [***]. |
|
[***] 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. |
|
5.3 |
Purchase Right Fee |
The Seller acknowledges that it has received from the Buyer, a [***], payment in the aggregate total of US $[***] ($[***]) for each of the eight (8) Purchase Right Aircraft (the “Purchase Right Fee”).
|
6. |
MISCELLANEOUS PROVISIONS |
Nothing contained in this Amendment shall obligate the Seller to accept any firm order or conversion of aircraft types by means of an Option Aircraft or Purchase Right Aircraft exercise by the Buyer which would either (i) require the Seller to restart any closed assembly line or (ii) result in the Buyer being the sole customer for an aircraft type assembled on the relevant assembly line.
|
7. |
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.
This Amendment will become effective upon execution hereof.
|
8. |
CONFIDENTIALITY |
This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 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. |
|
9. |
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.
|
10. |
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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers or agents on the dates written below.
|
|
|
AIRBUS S.A.S. | |
|
|
|
By: |
|
|
|
|
Its: |
Senior Vice President Contracts |
|
JETBLUE AIRWAYS CORPORATION |
|
|
| |
|
|
|
|
|
|
|
By: |
/s/ Xxxx X. Xxxxxx |
|
|
|
|
Its: |
Senior Vice President Treasurer |
|
|
|
