A320 Purchase Agreement [Amendment No. 11] - AVSA SARL and JetBlue Airways Corp.
2 ROND POINT MAURICE BELLONTE
[GRAPHIC APPEARS HERE]---------------------------31700 BLAGNAC FRANCE
AVSA
TELEPHONE : +33/(0)5 61 30 40 12
TELECOPY : +33/(0)5 61 30 40 11
Amendment. No. 11
to the A320 Purchase Agreement
Dated as of April 20, 1999
between
AVSA, S.A.R.L.
and
JetBlue Airways Corporation
This Amendment No. 11 (hereinafter referred to as the "Amendment") is entered
into as of December 31, 2001, 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, RondPoint 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, 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 13, 2001 and Amendment No. 10 dated as of November 16,
2001 is hereinafter called the "Agreement."
WHEREAS the Buyer desires to exercise its option to firmly order ten (10) option
aircraft (the "Amendment No. 11 Exercised Options")
JETBLUE-A320 -AVSA AM No. 11-1
S.A.R.L. AU CAPITAL DE 235 000 000 F-R.C.S. TOULOUSE B 330 928 672-CODE APE 514S
<Page>
NOW, THEREFORE IT TS AGREED AS FOLLOWS
1. DEFINITIONS
1.1 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:
(i) Option Aircraft Nos. 71, 72, 73, 74 and 75, and to advance
their delivery date to respectively [****] 2002, [****]
2002, [****] 2003, [****] 2003 and [****] 2003;
(ii) A320 Additional Option Aircraft No. 65 and Option Aircraft
Nos. 66 and 67 with delivery months remaining the same (i.e.
[****] 2004, [****] 2004 and [****] 2004);
(iii) Option Aircraft Nos. 69 and 70 within the same delivery year
(i.e. in 2005).
As a result of the option exercise and the rescheduling of Aircraft, the
Buyer and the Seller agree to renumber the Aircraft chronologically.
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 ten (10) Option Aircraft, the Seller offers the Buyer delivery
positions for ten (10) A320 additional option AIRCRAFT, allocated as
follows: five (5) in 2006 and five (5) in 2009 (the "Amendment No. 11
Additional Option").
2.3 The Buyer and the Seller will use best reasonable efforts to start the
Ground Checks for the delivery of Aircraft; Nos. 25 and 26 (as identified
in this Amendment) on [****], 2002 and [****], 2002 respectively.
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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.
JetBlue - A320 - AVSA AM No. 11-2
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2.4 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:
<Table>
<Caption>
QUOTE
CAC Id No. Rank No. Aircraft Delivery
---------- -------- -------- --------
<S> <C> <C> <C>
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 Firm 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 Firm Aircraft [****] 2002
41 235 No. 26 Amendment No. 11 Exercised Option [****] 2002
41 219 No. 27 Firm Aircraft [****] 2003
41 236 No. 28 Amendment No. 11 Exercised Option [****] 2003
104 399 No. 29 New Firm A320 Aircraft [****] 2003
41 237 No. 30 Amendment No. 11 Exercised Option [****] 2003
41 220 No. 31 Firm Aircraft [****] 2003
41 221 No. 32 Firm Aircraft [****] 2003
</Table>
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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.
JetBlue - A32D - AVSA AM No. 11-3
<Page>
<Table>
<Caption>
CAC Id No. Rank No. Aircraft Delivery
---------- -------- -------- --------
<S> <C> <C> <C>
41 238 No. 33 Amendment No. 11 Exercised Option [****] 2003
41 222 No. 34 Firm Aircraft [****] 2003
104 400 No. 35 New Firm A320 Aircraft [****] 2003
104 401 No. 36 New Firm A320 Aircraft [****] 2003
41 223 No. 37 Firm Aircraft [****] 2003
104 402 No. 38 New Firm A320 Aircraft [****] 2003
104 403 No. 39 New Firm A320 Aircraft [****] 2003
41 226 No. 40 Firmly Ordered Option Aircraft [****] 2004
111 579 No. 41 Amendment No. 11 Exercised Option [****] 2004
41 245 No. 42 Firmly Ordered Option Aircraft [****] 2004
41 246 No. 43 Firmly Ordered Option Aircraft [****] 2004
41 229 No. 44 Amendment No. 11 Exercised Option [****] 2004
41 247 No. 45 Firmly Ordered Option Aircraft [****] 2004
41 248 No. 46 Firmly Ordered Option Aircraft [****] 2004
104 404 No. 47 New Firm A320 Aircraft [****] 2004
104 405 No. 48 New Firm A320 Aircraft [****] 2004
41 230 No. 49 Amendment No. 11 Exercised Option [****] 2004
104 406 No. 50 New Firm A320 Aircraft [****] 2004
104 407 No. 51 New Firm A320 Aircraft [****] 2004
104 408 No. 52 New Firm A320 Aircraft [****] 2004
104 409 No. 53 Nee Firm A320 Aircraft [****] 2005
41 232 No. 54 Amendment No. 11 Exercised Option [****] 2005
104 410 No. 55 New Firm A320 Aircraft [****] 2005
104 411 No. 56 New Firm A320 Aircraft [****] 2005
41 233 No. 57 Amendment No. 11 Exercised Option [****] 2005
104 412 No. 58 New Firm A320 Aircraft [****] 2005
104 413 No. 59 New Firm A320 Aircraft [****] 2005
104 414 No. 60 New Firm A320 Aircraft [****] 2005
104 415 No. 61 New Firm A320 Aircraft [****] 2005
104 416 No. 62 New Firm A320 Aircraft [****] 2005
104 417 No. 63 New Firm A320 Aircraft [****] 2005
104 418 No. 64 New Firm A320 Aircraft [****] 2005
104 419 No. 65 New Firm A320 Aircraft [****] 2006
104 420 No. 66 New Firm A320 Aircraft [****] 2006
104 421 No. 67 New Firm A320 Aircraft [****] 2006
104 422 No. 68 New Firm A320 Aircraft [****] 2006
104 423 No. 69 New Firm A320 Aircraft [****] 2006
104 424 No. 70 New Firm A320 Aircraft [****] 2007
104 425 No. 71 New Firm A320 Aircraft [****] 2007
104 426 No. 72 New Firm A320 Aircraft [****] 2007
</Table>
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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.
JetBlue - A320 - AVSA AM No. 11-4
<Page>
<Table>
<Caption>
CAC Id No. Rank No. Aircraft Delivery
---------- -------- -------- --------
<S> <C> <C> <C>
104 427 No. 73 New Firm A320 Aircraft [****] 2007
104 428 No. 74 New Firm A320 Aircraft [****] 2007
41231 No. 75 Option Aircraft [****] 2004
tbd No. 76 Amendment No. 11 Additional Option [****] 2006
tbd No. 77 Amendment No. 11 Additional Option [****] 2006
tbd No. 78 Amendment No. 11 Additional Option [****] 2006
tbd No. 79 Amendment No. 11 Additional Option [****] 2006
tbd No. 80 Amendment No. 11 Additional Option [****] 2006
41 239 No. 81 Option Aircraft [****] 2006
41 240 No. 82 Option Aircraft [****] 2006
41 241 No. 83 Option Aircraft [****] 2007
41 242 No. 84 Option Aircraft [****] 2007
41 243 No. 35 Option Aircraft [****] 2007
41 244 No. 86 Option Aircraft [****] 2007
69 719 No. 87 A32U Additional Option Aircraft [****] 2007
69 720 No. 88 A320 Additional Option Aircraft [****] 2007
69 721 No. 89 A320 Additional Option Aircraft [****] 2007
69 722 No. 90 A320 Additional Option Aircraft [****] 2008
69 723 No. 91 A320 Additional Option Aircraft [****] 2008
69 724 No. 92 A320 Additional Option Aircraft [****] 2008
69 725 No. 93 A320 Additional Option Aircraft [****] 2008
96 459 No. 94 A320 Additional Option Aircraft [****] 2008
104 439 No. 95 Incremental A320 Option Aircraft [****] 2008
104 440 No. 96 Incremental A320 Option Aircraft [****] 2008
104 441 No. 97 Incremental A320 Option Aircraft [****] 2003
104 442 No. 93 Incremental A320 Option Aircraft [****] 2008
104 143 No. 99 Incremental A320 Option Aircraft [****] 2003
tbd No. 100 Amendment No. 11 Additional Option [****] 2009
tbd No. 101 Amendment No. 11 Additional Option [****] 2009
tbd No. 102 Amendment No. 11 Additional Option [****] 2009
tbd No. 103 Amendment No. 11 Additional Option [****] 2009
tbd No. 104 Amendment No. 11 Additional Option [****] 2009
UNQUOTE
</Table>
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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.
JetBlue - A320 - AVSA AM No. 11-5
<Page>
3. PREDELIVERY PAYMENTS
The Seller agrees that:
3.1 with respect to Amendment No. 11 Exercised Option CaC Id No. 41 234 and
41 235 due for delivery respectively in [****] 2002 and in [****]
2002, already paid Predelivery Payments [****]
[****]
3.2 With respect to Amendment No. 11 Exercised Option to be delivered in 2003
(CaC Id No. 41236, 41 237 and 41 238), the Predelivery. Payments schedule
as set forth in the Agreement will apply. Consequently, upon execution
hereof, an amount of USD [****] will be due by the Buyer to the Seller.
3.3 With respect to Amendment No. 11 Exercised Option to be delivered in 2004
(Cac Id No. 111 579 41 229 and 41 230) and 2005 (Cac. Id No. 41 232 and
41 233), the first Predelivery Payment (i.e. [****]% of the Predelivery
Payment Reference Price) [****] and the remaining [****]% Predelivery
Payments will be as set forth in the Agreement.
3.4 In addition to the above and in accordance with the attached Predelivery
Payments Schedule, upon signature of the Amendment the Buyer will notify
to the Seller in writing of his choice to [****]
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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.
JetBlue - A320 - AVSA AM No. 11-6
<Page>
4. 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 the ten (10) Amendment No. 11 Additional Options. The Buyer's
payment of this deposit WILL constitute acceptance of the delivery years
for these A320 additional option aircraft.
5. PURCHASE INCENTIVES
In consideration of the Buyer's exercise of ten (10) option aircraft, the
Seller hereby agrees to provide the Buyer with a USD [****] (United
States Dollars [****]) Credit Memorandum at delivery conditions
prevailing in January 1999. [****]
<Table>
<Caption>
CAC Id No. Delivery Date
---------- -------------
<S> <C>
41 218 [****] 2002
41 224 [****] 2002
41 225 [****] 2002
41 213 [****] 2002
41 214 [****] 2002
41 215 [****] 2002
41 216 [****] 2002
41 217 [****] 2002
</Table>
6. OTHER MATTERS
6.1 It is hereby agreed that the Seller Will make available to the Buyer free
of charge, for each Aircraft delivery, up to four (4) rental cars.
6.2 [****]
6.3 In order to address the specification and vendor requirements already
outlined by the Buyer regarding the enlarged overhead stowage bins for the
Aircraft, the Seller will
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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.
JetBlue - A320 - AVSA AM No. 11-7
<Page>
proactively explore with the Buyer all ways in which a mutually beneficial
solution can be achieved,
6.4 [****]
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 3 above.
8. CONFIDENTIALITY
Thus Amendment is subject to the confidentiality provisions set forth in
Clause 22.5 of the Agreement.
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.
----------
[****] 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.
JetBlue - A320 - AVSA AM No. 11-8
<Page>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers ox agents on the dates written
below.
AVSA, S.A.R.L.
By: /s/ Francois Besnier
----------------------
FRANCOIS BESNIER
Its: AVSA CHIEF EXECUTIVE OFFICER
------------------------------
Date: January 9, 2002
-----------------------------
JETBLUE AIRWAYS CORPORATION
By: /s/ T.E. Anderson
--------------------------
Its: Vice President
-------------------------
Date: January 9, 2002
------------------------
JetBlue - A320 - AVSA AM No. 11-9