A320 Purchase Agreement [Amendment No. 5] - AVSA SARL and JetBlue Airways Corp.
Amendment No. 5 to the A320 Purchase Agreement Dated as of April 20, 1999 between AVSA, S.A.R.L. and JetBlue Airways Corporation This Amendment No. 5 (hereinafter referred to as the "Amendment") is entered into as of November 7, 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"), 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, and Amendment No. 4, dated as of September 29, 2000, is hereinafter called the "Agreement." WHEREAS, the Seller and the Buyer have agreed to amend some Clauses of the Agreement. NOW, THEREFORE, IT IS AGREED AS FOLLOWS AM No. 5-1 <Page> 1. DEFINITIONS Capitalized items 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. CLAUSE 0 - DEFINITIONS The definition of the term "Balance of the Final Contract Price" is deleted in its entirety and replaced by the following: QUOTE BALANCE OF THE FINAL CONTRACT PRICE - means the amount payable by the Buyer to the Seller on the Delivery Date for an Aircraft after deducting from the Final Contract Price for such Aircraft the amount of all Predelivery Payments received by the Seller from the Buyer in respect of such Aircraft on or before the Delivery Date for such Aircraft, [****]. UNQUOTE 3. [****] 3.1 PARAGRAPH 1 The text of Paragraph 1 is hereby deleted in its entirety and replaced by the following quoted provisions: QUOTE [****] ---------- [****] 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. 5-2 <Page> [****]. UNQUOTE 3.2 PARAGRAPH 4 Paragraph 4 shall be renumbered Paragraph 6, 3.3 NEW PARAGRAPH 4 The text of the new Paragraph 4 is hereby given in the following quoted provisions: QUOTE 4. PAYMENT IN FULL Payment in full of the Notes, including principal, interest, overdue interest, costs and expenses of collection and any and all other amounts due in connection therewith, is the payment with respect to promissory notes included in the definition of Balance of the Final Contract Price as that term is used in Clause 5.4 of the Agreement. UNQUOTE 3.4 NEW PARAGRAPH 5 The text of the new Paragraph 5 is hereby given in the following quoted provision: QUOTE 5. TERMINATION EVENTS Failure to make any payment when due with respect to any Note, whether of principal, interest, default interest, costs and expenses of collection or of any and all other amounts due in connection therewith, is a failure or event of the nature referred to in Clause 21.1.1 (7) and Clause 21.1.1 (8) of the Agreement. UNQUOTE ---------- [****] 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. 5-3 <Page> 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. 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. 5. CONFIDENTIALITY This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the Agreement. AM No. 5-4 <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/ Francois Besnier ---------------------------- FRANCOIS BESNIER Its: AVSA CHIEF EXECUTIVE OFFICER ---------------------------- Date: ---------------------------- JETBLUE AIRWAYS CORPORATION By: /s/ [ILLEGIBLE] ------------------------- Its: VP & Treasurer ------------------------- Date: 11/7/00 ------------------------- AM No. 5-5