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