A320 Purchase Agreement [Amendment No. 1] - AVSA SARL and JetBlue Airways Corp.
Amendment No. 1
To the A320 Purchase Agreement
Dated as of April 20, 1999
Between
AVSA, S.A.R.L.
And
JetBlue Airways Corporation
This amendment No. 1 (hereinafter referred to as the "Amendment") is entered
into as of September 30th 1999, between AVSA, S.A.R.L., a societe a
reponsabilite 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 at 6322 South 3000 East, Suite L-201, Salt Lake City, UT 84121,
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") which,
together with all Exhibits, Appendixes and Letter Agreements attached thereto is
hereinafter called the "Agreement."
WHEREAS, the Seller and the Buyer have agreed to amend Clause 9 and Clause 21 of
the Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS
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1. DEFINITIONS
Capitalized terms used herein and not otherwise defined herein shall 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. CLAUSE 9
The delivery schedule for the Firm Aircraft No 5 described in Clause 9.1.1
of the Agreement, which reads "[****] 2000" is hereby canceled and
replaced by the following quoted provisions:
QUOTE
[****] 2000
UNQUOTE
3. CLAUSE 21
The first line of Clause 21.1.1(11) of the Agreement, which reads "The
Buyer fails to meet any one of the following conditions:" is hereby
canceled and replaced by the following quoted provisions:
QUOTE
Any one of the following conditions obtains:
UNQUOTE
4. 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. Both parties agree that this
Amendment shall 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 shall govern.
5. CONFIDENTIALITY
This Amendment is subject to the confidentiality provisions set forth in
Clause 22.5 of the Agreement.
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[****] 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.
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If the foregoing correctly sets forth our understanding, please indicate your
acceptance by signing in the space provided below.
Very truly yours,
AVSA, S.A.R.L.
By: /s/ Michele LASCAUX
------------------------------------
Its: Director Contracts
-----------------------------------
Accepted and Agreed,
JETBLUE AIRWAYS CORPORATION
By: /s/ Thomas E. Kelly
--------------------------
Its: EXECUTIVE VICE PRESIDENT
-------------------------
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