A320 Purchase Agreement [Amendment No. 7] - AVSA SARL and JetBlue Airways Corp.
Amendment No. 7
to the A320 Purchase Agreement
Dated as of April 20, 1999
between
AVSA. S.A.R.L.
and
JetBlue Airways Corporation
This Amendment No. 7 (hereinafter referred to as the "Amendment") is entered
into as of January 25th, 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, 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, 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 07, 2000,
and Amendment No. 6 dated as of November 20, 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
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.
AM No. 7-1
<Page>
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 No. 34
(the "Firmly Ordered Option Aircraft"). 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 one (1) Option Aircraft, the Seller offers the Buyer delivery
position for one (1) 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>
<Caption>
CAC ID NR AIRCRAFT DELIVERY
<S> <C> <C> <C>
41 199 Firm Aircraft No 1 [****] 2000
41 200 Firm Aircraft No 2 [****] 2000
41 203 Firm Aircraft No 3 [****] 2000
41 201 Firm Aircraft No 4 [****] 2000
41 202 Firm Aircraft No 5 [****] 2000
41 204 Firm Aircraft No 6 [****] 2000
41 205 Firm Aircraft No 7 [****] 2001
41 206 Firm Aircraft No 8 [****] 2001
41 210 Firm Aircraft No 9 [****] 2001
41 207 Firm Aircraft No 10 [****] 2001
41 208 Firm Aircraft No 11 [****] 2001
41 209 Firm Aircraft No 12 [****] 2001
41 228 Firmly Ordered Option Aircraft No 13 [****] 2001
41 211 Firm Aircraft No 14 [****] 2002
41 212 Firm Aircraft No 15 [****] 2002
41 218 Firm Aircraft NO 16 [****] 2002
41 224 Firmly Ordered Option Aircraft No 17 [****] 2002
41 225 Firmly Ordered Option Aircraft No 18 [****] 2002
41 213 Firm Aircraft No 19 [****] 2002
41 214 Firm Aircraft No 20 [****] 2002
41 215 Firm Aircraft No 21 [****] 2002
41 216 Firm Aircraft No 22 [****] 2002
41 217 Firm Aircraft No 23 [****] 2002
41 219 Firm Aircraft No 24 [****] 2003
41 220 Firm Aircraft No 25 [****] 2003
41 221 Firm Aircraft No 26 [****] 2003
41 222 Firm Aircraft No 27 [****] 2003
41 223 Firm Aircraft No 28 [****] 2003
41 226 Firmly Ordered Option Aircraft No 29 [****] 2004
41 245 Firmly Ordered Option Aircraft No 30 [****] 2004
</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. 7-2
<Page>
<Table>
<S> <C> <C> <C>
41 246 Firmly Ordered Option Aircraft No 31 [****] 2004
41 247 Firmly Ordered Option Aircraft No 32 [****] 2004
41 248 Firmly Ordered Option Aircraft No 33 [****] 2004
41 227 Option Aircraft No 34 [****] 2003
41 229 Option Aircraft No 35 [****] 2003
41 230 Option Aircraft No 36 [****] 2003
41 231 Option Aircraft No 37 [****] 2003
41 232 Option Aircraft No 38 [****] 2004
41 233 Option Aircraft No 19 [****] 2004
41 234 Option Aircraft No 40 [****] 2004
41 235 Option Aircraft No 4l [****] 2004
41 236 Option Aircraft No 42 [****] 2004
41 237 Option Aircraft No 43 [****] 2005
41 238 Option Aircraft No 44 [****] 2005
41 239 Option Aircraft No 45 [****] 2005
41 240 Option Aircraft No 46 [****] 2005
41 241 Option Aircraft No 47 [****] 2005
41 242 Option Aircraft No 43 [****] 2005
41 243 Option Aircraft No 49 [****] 2005
41 244 Option Aircraft No 50 [****] 2005
69 719 A320 Additional Option Aircraft No 5l [****] 2005
69 720 A320 Additional Option Aircraft No 52 [****] 2005
69 721 A320 Additional Option Aircraft No 53 [****] 2006
69 722 A320 Additional Option Aircraft No 54 [****] 2006
69 723 A320 Additional Option Aircraft No 55 [****] 2006
69 724 A320 Additional Option Aircraft No 56 [****] 2006
69 725 A320 Additional Option Aircraft No 57 [****] 2006
96 459 A320 Additional Option Aircraft No 58 [****] 2006
</Table>
UNQUOTE
2.4 The Buyer has requested that the Seller [****].
3. PREDELIVERY PAYMENTS
Upon signature of this Amendment, the Buyer will make to the Seller all
the Predelivery Payments for the Firmly Ordered Option Aircraft. [****]
----------
[****] 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. 7-3
<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 the A320 Additional Option Aircraft No. 58. The Buyer's
payment of this deposit will constitute acceptance of the delivery
position for this A320 Additional Option Aircraft.
5. EFFECT OF THE AMENDMENT
The Agreement will be deemed amended to the extent extent 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 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.
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,
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.
----------
[****] 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. 7-4
<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: January 25, 2001
------------------------
JETBLUE AIRWAYS CORPORATION
By: /s/ T. E. Anderson
-------------------------
Its: VICE PRESIDENT
-------------------------
Date: January 18, 2001
-------------------------
AM No. 7-5