0001628280-21-003705 Sample Contracts

RESTATEMENT AGREEMENT
Loan and Guarantee Agreement • March 2nd, 2021 • Jetblue Airways Corp • Air transportation, scheduled • New York

RESTATEMENT AGREEMENT, dated as of November 3, 2020 (this “Restatement Agreement”), to that certain Loan and Guarantee Agreement, dated as of September 29, 2020 (the “Existing Loan and Guarantee Agreement”, and as amended and restated by this Restatement Agreement, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan and Guarantee Agreement”), among JETBLUE AIRWAYS CORPORATION, a corporation organized under the laws of Delaware (the “Borrower”), the Guarantors party hereto from time to time, the UNITED STATES DEPARTMENT OF THE TREASURY (“Treasury”), as Initial Lender and THE BANK OF NEW YORK MELLON, as Administrative Agent and as Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Loan and Guarantee Agreement.

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WARRANT AGREEMENT
Warrant Agreement • March 2nd, 2021 • Jetblue Airways Corp • Air transportation, scheduled • New York

Term Location of Definition Affiliate Annex B Agreement Recitals Appraisal Procedure Annex B Board of Directors 2.1(i) Business Combination Annex B Business Day Annex B Capitalization Date 2.1(b) Closing 1.2(a) Common Stock Annex B Company Recitals Company Reports 2.1(j)(i) Exchange Act Annex B Governmental Authority 5.6(a) Holder 4.5(k)(i) Indemnitee 4.5(g)(i) Initial Closing 1.2(a) Lien 5.6(c) Material Adverse Effect 5.6(d) Organizational Documents 5.6(e) Pending Underwritten Offering 4.5(l) Piggyback Registration 4.5(a)(iv) Promissory Note Recitals register; registered; registration 4.5(k)(ii) Registrable Securities 4.5(k)(iii) Registration Commencement Date 4.5(a)(i) Registration Expenses 4.5(k)(iv) Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415 4.5(k)(v) SEC 2.1(c) Securities Act Annex B Selling Expenses 4.5(k)(vi) Shelf Registration Statement 4.5(a)(ii) Special Registration 4.5(i) Stockholder Proposals 3.1(b) Subsidiary 5.6(f) Transfer 4.4 Treasury Recitals Warrant Closing Da

PAYROLL SUPPORT PROGRAM EXTENSION AGREEMENT
Payroll Support Program Extension Agreement • March 2nd, 2021 • Jetblue Airways Corp • Air transportation, scheduled • New York

This Payroll Support Program Extension Agreement, including the application and all supporting documents submitted by the Recipient and the Payroll Support Program Extension Certification attached hereto (collectively, Agreement), memorializes the binding terms and conditions applicable to the Recipient.

JETBLUE AIRWAYS CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 2nd, 2021 • Jetblue Airways Corp • Air transportation, scheduled • Delaware

INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of __________, 2020 by and among JetBlue Airways Corporation, a Delaware corporation (the “Company”) and ___________________ (the “Indemnitee”).

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
A320 Family Aircraft Purchase Agreement • March 2nd, 2021 • Jetblue Airways Corp • Air transportation, scheduled

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 2 Rond-Point Emile Dewoitine, 31700 Blagnac, France 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 27-01 Queens Plaza North, Long Island City, New York 11101 (formerly 118-29 Queens Boulevard, Forest Hills, New York 11375), United States of America (the “Buyer”).

FIRST AMENDMENT TO THE NORTHEAST ALLIANCE AGREEMENT
Northeast Alliance Agreement • March 2nd, 2021 • Jetblue Airways Corp • Air transportation, scheduled

This First Amendment to the Northeast Alliance Agreement (this “Amendment”), executed and effective as of September 11, 2020, is by and between

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