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