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A320 Purchase Agreement [Amendment No. 12] - AVSA SARL and JetBlue Airways Corp.

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[AVSA Letterhead]
Amendment No. 12
to the A320 Purchase Agreement
Dated as of April 20, 1999
between
AVSA, S.A.R.L.
and
JetBlue Airways Corporation

        This Amendment No. 12 (hereinafter referred to as the "Amendment") is entered into as of April 19, 2002, between AVSA, S.A.R.L., a société a responsibilité limitée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (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 80-02 Kew Gardens Road, 6th Floor, Kew Gardens, New York, 11415 USA (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"), 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 Match 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, and Amendment No. 11 dated as of December 31, 2001 and executed January 9, 2002, is hereinafter called the "Agreement."

        WHEREAS, by way of Amendment No. 11, the parties, inter alia, agreed that the *** and

        WHEREAS, the Buyer wishes to exercise two (2) of the Amendment No, 11 Additional Options and to advance the delivery positions of the corresponding Aircraft (designated Aircraft Nos. 101 and 102) from 2009 to December, 2002 and May 2003, and

        WHEREAS, the Buyer wishes to ***, and

        WHEREAS, the Buyer wishes to ***, and

        WHEREAS, the Seller is willing to accommodate the Buyer with respect to the foregoing under the terms and conditions set forth herein,

        NOW, THEREFORE, IT IS AGREED AS FOLLOWS

[***] 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.



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.

2.    OPTION EXERCISE

    Pursuant to Paragraph 2.1 of Letter Agreement No. 4 to the Agreement the Buyer hereby exercises Amendment No. 11 Additional Options No. 101 (CaC Id No. 124 965) and No. 102 (CaC Id No. 124 966) to firmly purchase two (2) Aircraft, each referred to hereafter in the delivery schedule as an "Amendment No. 12 Exercised Option."

3.    DELIVERY SCHEDULE

3.1
The *** set forth in Clause 9.1.1 of the Agreement *** to reflect the following:

3.1.1
The *** corresponding to the Amendment No. 12 Exercised Option No. 101 (CaC Id No. 124 965) and 102 (CaC Id No. 124 966) ***.

[***] 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.


3.1.2   The *** corresponding to Firm Aircraft No. 31 (CaC Id No. 41 220) ***.

3.1.3

 

The *** assigned to Amendment No. 11 Additional Options No. 103 (CaC Id No. 124 967) and No. 104 (CaC Id No. 124 968) ***.

3.2

 

As a consequence of Paragraph 3.1 above, the Aircraft are renumbered chronologically and, 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.

  Rank No.
  Aircraft

  Delivery

41 199   No. 1   Firm Aircraft   ***   2000
41 200   No. 2   Firm Aircraft   ***   2000
41 203   No. 3   Firm Aircraft   ***   2000
41 201   No. 4   Firm Aircraft   ***   2000
41 202   No. 5   Firm Aircraft   ***   2000
41 204   No. 6   Firm Aircraft   ***   2000

41 205

 

No. 7

 

Firm Aircraft

 

***

 

2001
41 206   No. 8   Firm Aircraft   ***   2001
41 210   No. 9   Firm Aircraft   ***   2001
41 207   No. 10   Firm Aircraft   ***   2001
41 208   No. 11   Firm Aircraft   ***   2001
41 209   No. 12   Firm Aircraft   ***   2001
41 228   No. 13   Firmly Ordered Option Aircraft   ***   2001

41 211

 

No. 14

 

Finn Aircraft

 

***

 

2002
41 212   No. 15   Firm Aircraft   ***   2002
41 218   No. 16   Firm Aircraft   ***   2002
41 224   No. 17   Firmly Ordered Option Aircraft   ***   2002
41 227   No. 18   Firmly Ordered Option Aircraft   ***   2002
41 225   No. 19   Firmly Ordered Option Aircraft   ***   2002
41 213   No. 20   Firm Aircraft   ***   2002
41 214   No. 21   Firm Aircraft   ***   2002
41 234   No. 22   Amendment No. 11 Exercised Option   ***   2002
41 215   No. 23   Firm Aircraft   ***   2002
41 216   No. 24   Firm Aircraft   ***   2002
41 217   No. 25   Film Aircraft   ***   2002
124 965   No. 26   Amendment No. 12 Exercised Option   ***   2002
41 235   No. 27   Amendment No. 11 Exercised Option   ***   2002
41 220   No. 28   Firm Aircraft   ***   2002

41 219

 

No. 29

 

Firm Aircraft

 

***

 

2003
41 236   No. 30   Amendment No. 11 Exercised Option   ***   2003
104 399   No. 31   New Firm A320 Aircraft   ***   2003

[***] 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.

2


41 237   No. 32   Amendment No. 11 Exercised Option   ***   2003
124 966   No. 33   Amendment No. 12 Exercised Option   ***   2003
41 221   No. 34   Firm Aircraft   ***   2003
41 238   No. 35   Amendment No. 11 Exercised Option   ***   2003
41 222   No. 36   Firm Aircraft   ***   2003
104 400   No. 37   New Firm A320 Aircraft   ***   2003
104 401   No. 38   New Firm A320 Aircraft   ***   2003
41 223   No. 39   Firm Aircraft   ***   2003
104 402   No. 40   New Firm A320 Aircraft   ***   2003
104 403   No. 41   New Firm A320 Aircraft   ***   2003

41 226

 

No. 42

 

Firmly Ordered Option Aircraft

 

***

 

2004
111 579   No. 43   Amendment No. 11 Exercised Option   ***   2004
41 245   No. 44   Firmly Ordered Option Aircraft   ***   2004
41 246   No. 45   Firmly Ordered Option Aircraft   ***   2004
41 229   No. 46   Amendment No. 11 Exercised Option   ***   2004
41 247   No. 47   Firmly Ordered Option Aircraft   ***   2004
41 248   No. 48   Firmly Ordered Option Aircraft   ***   2004
104 404   No. 49   New Firm A320 Aircraft   ***   2004
104 405   No. 50   New Firm A320 Aircraft   ***   2004
41 230   No. 51   Amendment No. 11 Exercised Option   ***   2004
104 406   No. 52   New Firm A320 Aircraft   ***   2004
104 407   No. 53   Now Firm A320 Aircraft   ***   2004
104 408   No. 54   New Firm A320 Aircraft   ***   2004

104 409

 

No. 55

 

New Firm A320 Aircraft

 

***

 

2005
41 232   No. 56   Amendment No. 11 Exercised Option   ***   2005
104 410   No. 57   New Firm A320 Aircraft   ***   2005
104 411   No. 58   New Firm A320 Aircraft   ***   2005
41 233   No. 59   Amendment No. 11 Exercised Option   ***   2005
104 412   No. 60   New Firm A320 Aircraft   ***   2005
104 413   No. 61   New Firm A320 Aircraft   ***   2005
104 414   No. 62   New Firm A320 Aircraft   ***   2005
104 415   No. 63   New Firm A320,Aircraft   ***   2005
104 416   No. 64   New Firm A320 Aircraft   ***   2005
104 417   No. 65   New Firm A320 Aircraft   ***   2005
104 418   No. 66   New Firm A320 Aircraft   ***   2005

104 419

 

No. 67

 

New Firm A320 Aircraft

 

***

 

2006
104 420   No. 68   New Firm A320 Aircraft   ***   2006
104 421   No. 69   New Firm A320 Aircraft   ***   2006
104 422   No. 70   New Firm A320 Aircraft   ***   2006
104 423   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.

3


104 424   No. 72   New Firm A320 Aircraft   ***   2007
104 425   No. 73   New Firm A320 Aircraft   ***   2007
104 426   No. 74   New Firm A320 Aircraft   ***   2007
104 427   No. 75   New Firm A320 Aircraft   ***   2007
104 428   No. 76   New Firm A320 Aircraft   ***   2007

41 231

 

No. 77

 

Option Aircraft

 

***

 

2004
124 967   No. 78   Amendment No. 11 Additional Option   ***   2005
124 968   No. 79   Amendment No. 11 Additional Option   ***   2005

124 959

 

No. 80

 

Amendment No. 11 Additional Option

 

***

 

2006
124 960   No. 81   Amendment No. 11 Additional Option   ***   2006
124 961   No. 82   Amendment No. 11 Additional Option   ***   2006
124 962   No. 83   Amendment No. 11 Additional Option   ***   2006
124 963   No. 84   Amendment No. 11 Additional Option   ***   2006
41 239   No. 85   Option Aircraft   ***   2006
41 240   No. 86   Option Aircraft   ***   2006
41 241   No. 87   Option Aircraft   ***   2007
41 242   No. 88   Option Aircraft   ***   2007
41 243   No. 89   Option Aircraft   ***   2007
41 244   No. 90   Option Aircraft   ***   2007
69 719   No. 91   A320 Additional Option Aircraft   ***   2007
69 720   No. 92   A320 Additional Option Aircraft   ***   2007
69 721   No. 93   A320 Additional Option Aircraft   ***   2007

69 722

 

No. 94

 

A320 Additional Option Aircraft

 

***

 

2008
69 723   No. 95   A320 Additional Option Aircraft   ***   2008
69 724   No. 96   A320 Additional Option Aircraft   ***   2008
69 725   No. 97   A320 Additional Option Aircraft   ***   2008
96 459   No. 98   A320 Additional Option Aircraft   ***   2008
104 439   No. 99   Incremental A320 Option Aircraft   ***   2008
104 440   No. 100   Incremental A320 Option Aircraft   ***   2008
104 441   No. 101   Incremental A320 Option Aircraft   ***   2008
104 442   No. 102   Incremental A320 Option Aircraft   ***   2008
104 443   No. 103   Incremental A320 Option Aircraft   ***   2008

124 964

 

No. 104

 

Amendment No. 11 Additional Option

 

***

 

2009


UNQUOTE

3.3   The Seller will ***.

[***] 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



4   PREDELIVERY PAYMENTS

4.1

 

On signature of this Amendment, the Buyer will pay the Seller all Predelivery Payments as provided in the Agreement due as a result of the amendments set forth in Paragraph 3.

4.2

 

***

 

 

***

5

 

***

 

 

In consideration of the Buyer's exercise of two (2) option aircraft, the Seller hereby agrees to provide the Buyer with a *** upon delivery of the Firmly Ordered Option Aircraft No. 18 (CaC Id No. 41 227) as well as upon delivery of the Firm Aircraft No. 28 (CaC Id No. 41 220).

6

 

***

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 thereof and receipt by the Seller of the Predelivery Payments referred to in Paragraph 4 above.

[***] 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.

 

 

 

 

 

 


8

 

CONFIDENTIALITY

 

 

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

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/  
FRANÇOIS BESNIER      
François BESNIER


 


 


Its:


 


AVSA Chief Executive Officer



 


 


Date:


 


April 22, 2002


JETBLUE AIRWAYS CORPORATION

 

 


By:


 


/s/ TOM ANDERSON



 


 


Its:


 


Vice President



 


 


Date:


 


April 22, 2002