printer-friendly

Sample Business Contracts

A320 Purchase Agreement [Amendment No. 3] - AVSA SARL and JetBlue Airways Corp.

Sponsored Links


                                 Amendment No. 3

                         to the A320 Purchase Agreement
                           Dated as of April 20, 1999

                                     between

                                 AVSA, S.A.R.L.

                                       and

                           JetBlue Airways Corporation

This Amendment No. 3 (hereinafter referred to as the "Amendment") is entered
into as of March 29, 2000, between AVSA, S.A.R.L., a societe a responsabilite
limitee 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 Industrie 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, and Amendment No. 2, dated as
of March 13, 2000, is hereinafter called the "Agreement."

WHEREAS, the Buyer desires to exercise its option to firmly order certain Option
Aircraft.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS


                                                                      AM No. 3-1
<Page>

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.    DELIVERY SCHEDULE

2.1   The Buyer hereby exercises its option under Paragraph 2.1 of Letter-
      Agreement No. 4 to the Agreement to firmly order Option Aircraft Nos. 26,
      27, 28, 47, 48, 49 and 50 (the "Firmly Ordered Option Aircraft"). Further,
      the Buyer and the Seller agree to [****].

2.2   In accordance with Paragraph 3.1 of Letter Agreement No. 4 to the
      Agreement, as a consequence of the Buyer's exercising its option to firmly
      order seven (7) Option Aircraft, the Seller offers the Buyer delivery
      positions for seven (7) A320 Additional Option Aircraft.

2.3   As a consequence of Paragraphs 2.1 and 2.2 above, the delivery schedule
      set forth in Clause 9.1.1 of the Agreement is hereby canceled and replaced
      by the following quoted provisions:

      QUOTE

<Table>
<S>                                                        <C>         <C>
            Firm Aircraft No 1                             [****]      2000
            Firm Aircraft No 2                             [****]      2000
            Firm Aircraft No 3                             [****]      2000
            Firm Aircraft No 4                             [****]      2000
            Firm Aircraft No 5                             [****]      2000
            Firm Aircraft No 6                             [****]      2000
            Firm Aircraft No 7                             [****]      2001
            Firm Aircraft No 8                             [****]      2001
            Firm Aircraft No 9                             [****]      2001
            Firm Aircraft No 10                            [****]      2001
            Firm Aircraft No 11                            [****]      2001
            Firm Aircraft No 12                            [****]      2001
            Firm Aircraft No 13                            [****]      2002

            Firmly Ordered Option Aircraft No 14           [****]      2002

            Firm Aircraft No 15                            [****]      2002

            Firmly Ordered Option Aircraft No 16           [****]      2002
</Table>


----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.


                                                                      AM No. 3-2
<Page>

<Table>
<S>                                                         <C>         <C>
            Firm Aircraft No 17                             [****]      2002
            Firm Aircraft No 18                             [****]      2002
            Firm Aircraft No 19                             [****]      2002
            Firm Aircraft No 20                             [****]      2002
            Firm Aircraft No 21                             [****]      2002
            Firm Aircraft No 22                             [****]      2002
            Firm Aircraft No 23                             [****]      2003
            Firm Aircraft No 24                             [****]      2003
            Firm Aircraft No 25                             [****]      2003
            Firm Aircraft No 26                             [****]      2003
            Firm Aircraft No 27                             [****]      2003

            Firmly Ordered Option Aircraft No 28            [****]      2004
            Firmly Ordered Option Aircraft No 29            [****]      2004
            Firmly Ordered Option Aircraft No 30            [****]      2004
            Firmly Ordered Option Aircraft No 31            [****]      2004
            Firmly Ordered Option Aircraft No 32            [****]      2004

            Option Aircraft No 33                           [****]      2003
            Option Aircraft No 34                           [****]      2003
            Option Aircraft No 35                           [****]      2003
            Option Aircraft No 36                           [****]      2003
            Option Aircraft No 37                           [****]      2003
            Option Aircraft No 38                           [****]      2004
            Option Aircraft No 39                           [****]      2004
            Option Aircraft No 40                           [****]      2004
            Option Aircraft No 41                           [****]      2004
            Option Aircraft No 42                           [****]      2004
            Option Aircraft No 43                           [****]      2005
            Option Aircraft No 44                           [****]      2005
            Option Aircraft No 45                           [****]      2005
            Option Aircraft No 46                           [****]      2005
            Option Aircraft No 47                           [****]      2005
            Option Aircraft No 48                           [****]      2005
            Option Aircraft No 49                           [****]      2005
            Option Aircraft No 50                           [****]      2005

            A320 Additional Option Aircraft No 51           [****]      2005
            A320 Additional Option Aircraft No 52           [****]      2005
            A320 Additional Option Aircraft No 53           [****]      2006
            A320 Additional Option Aircraft No 54           [****]      2006
            A320 Additional Option Aircraft No 55           [****]      2006
</Table>


----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.


                                                                      AM No. 3-3
<Page>

<Table>
<S>                                                         <C>         <C>
            A320 Additional Option Aircraft No 56           [****]      2006
            A320 Additional Option Aircraft No 57           [****]      2006
</Table>

      UNQUOTE

2.4   [****]

3.    DEPOSIT

      In accordance with Paragraph 3 of Letter Agreement No. 4 to the Agreement,
      within thirty (30) days of signature of this Amendment, the Buyer will
      make a nonrefundable deposit of US$ [****] (US dollars--[****]) in
      respect of each of A320 Additional Option Aircraft Nos. 51 through 57.
      The Buyer's payment of these deposits will constitute acceptance of the
      delivery positions for these A320 Additional Option Aircraft.

4.    [****]

5.    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.


----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.


                                                                      AM No. 3-4
<Page>

      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.

6.    CONFIDENTIALITY

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

7.    ASSIGNMENT

      Notwithstanding any other provision of this Amendment or of the Agreement,
      Paragraph 4 of 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 7 will be void and of no force or effect.


                                                                      AM No. 3-5
<Page>

      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/ Michele Lascaux
                                               ------------------------
                                               MICHELE LASCAUX

                                       Its:    Director Contracts
                                               ------------------------

                                       Date:   March 29, 2000
                                               ------------------------

JETBLUE AIRWAYS CORPORATION


By: /s/ T. E. Anderson
    -------------------------

Its: VICE PRESIDENT
     -------------------------

Date: March 29, 2000
      -------------------------


                                                                      AM No. 3-6