A320 Purchase Agreement [Amendment No. 8] - AVSA SARL and JetBlue Airways Corp.
Amendment No. 8
to the A320 Purchase Agreement
Dated as of April 20, 1999
between
AVSA. S.A.R.L.
and
JetBlue Airways Corporation
This Amendment No. 8 (hereinafter referred to as the "Amendment") is entered
into as of May 3, 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 7, 2000,
Amendment No. 6 dated as of November 20, 2000 and Amendment No. 7 dated as of
January 29, 2001, is hereinafter called the "Agreement."
WHEREAS the Buyer desires to order thirty (30) incremental firmly ordered
aircraft, five (5) incremental option aircraft with assigned delivery dates and
thirteen (13) incremental option aircraft without delivery dates.
AM No. 8-1
<Page>
WHEREAS the Buyer and the Seller agree to modify and supplement certain of
the terms and conditions of the Agreement.
NOW, THEREFORE, IT IS 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.
1.2 The definition of the term "Aircraft" is deleted in its entirety and
replaced by the following:
QUOTE
AIRCRAFT - any or all firmly ordered aircraft, including the Firm
Aircraft, or option aircraft, including the Option Aircraft, that have
been converted to a firm order, to be sold by the Seller and purchased by
the Buyer pursuant to this Agreement, together with all components,
equipment, parts and accessories installed in or on such aircraft and the
Propulsion Systems installed thereon on delivery.
UNQUOTE
2. DELIVERY SCHEDULE
2.1 The Seller hereby offers for sale and the Buyer hereby orders thirty (30)
incremental firmly ordered A320-200 aircraft (the "New Firm A320
Aircraft") (identified in the schedule below in Paragraph 2.4 as New Firm
A320 Aircraft Nos. 25, 29 and 30, 32 and 33 and 39 through 63). The New
Firm A320 Aircraft will be subject to the same terms and conditions as the
Option Aircraft, except as otherwise stated in this Amendment.
2.2 In consideration of the Buyer's order for the New Firm A320 Aircraft, the
Seller offers the Buyer and the Buyer hereby orders (i) five (5)
incremental A320-200 option aircraft (the "A320 Incremental Option
Aircraft") (identified in the schedule below in Paragraph 2.4 as
Incremental Option Aircraft Nos. 89 through 93) and (ii) thirteen (13)
incremental A320-200 additional option aircraft (the "A320 Incremental
Additional Option Aircraft"). The Seller will offer the Buyer a delivery
date for each A320 Incremental Additional Option Aircraft upon exercise of
each of the A320 Incremental Option Aircraft. Except as otherwise stated
in this Amendment, the A320 Incremental Option Aircraft will be subject to
the same terms and conditions as the Option Aircraft, and the A320
AM No. 8-2
<Page>
Incremental Additional Option Aircraft will be subject to the same terms
and conditions as the A320 Additional Option Aircraft.
2.3 In addition, the text preceding the delivery schedule set forth in Clause
9.1.1 of the Agreement is hereby canceled and replaced by the following
quoted provisions:
QUOTE
9.1.1 Subject to Clauses 2,7,8,10 and 18, the Seller will have the
Aircraft Ready for Delivery at the Delivery Location within the
following months (each a "Scheduled Delivery Month"). Where a year
is specified below, the Seller will notify the Buyer of the quarter
by thirty-six (36) months before the beginning of the year, and then
notify the Buyer of the Scheduled Delivery Month by thirty-six (36)
months before the beginning of the quarter.
UNQUOTE
2.4 As a consequence of Paragraphs 2.1 through 2.3 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 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
</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. 8-3
<Page>
<Table>
<Caption>
Cac Id No. Rank No. Aircraft Delivery
---------- -------- -------- --------
<S> <C> <C> <C>
41 225 No. 18 Firmly Ordered Option Aircraft [****] 2002
41 213 No. 19 Firm Aircraft [****] 2002
41 214 No. 20 Firm Aircraft [****] 2002
41 215 No. 21 Firm Aircraft [****] 2002
41 216 No. 22 Firm Aircraft [****] 2002
41 217 No. 23 Firm Aircraft [****] 2002
41 219 No. 24 Firm Aircraft [****] 2003
104 399 No. 25 New Firm A320 Aircraft [****] 2003
41 220 No. 26 Firm Aircraft [****] 2003
41 221 No. 27 Firm Aircraft [****] 2003
41 222 No. 28 Firm Aircraft [****] 2003
104 400 No. 29 New Firm A320 Aircraft [****] 2003
104 401 No. 30 New Firm A320 Aircraft [****] 2003
41 223 No. 31 Firm Aircraft [****] 2003
104 402 No. 32 New Firm A320 Aircraft [****] 2003
104 403 No. 33 New Firm A320 Aircraft [****] 2003
41 226 No. 34 Firmly Ordered Option Aircraft [****] 2004
41 245 No. 35 Firmly Ordered Option Aircraft [****] 2004
41 246 No. 36 Firmly Ordered Option Aircraft [****] 2004
41 247 No. 37 Firmly Ordered Option Aircraft [****] 2004
41 248 No. 38 Firmly Ordered Option Aircraft [****] 2004
104 404 No. 39 New Firm A320 Aircraft [****] 2004
104 405 No. 40 New Firm A320 Aircraft. [****] 2004
104 406 No. 41 New Firm A320 Aircraft [****] 2004
104 407 No. 42 New Firm A320 Aircraft [****] 2004
104 408 No. 43 New Firm A320 Aircraft [****] 2004
104 409 No. 44 New Firm A320 Aircraft [****] 2005
104 410 No. 45 New Firm A320 Aircraft [****] 2005
104 411 No. 46 New Firm A320 Aircraft [****] 2005
104 412 No. 47 New Firm A320 Aircraft [****] 2005
104 413 No. 48 New Firm A320 Aircraft [****] 2005
104 414 No. 49 New Firm A320 Aircraft [****] 2005
104 415 No. 50 New Firm A320 Aircraft [****] 2005
104 416 No. 51 New Firm A320 Aircraft [****] 2005
104 417 No. 52 New Firm A320 Aircraft [****] 2005
104 418 No. 53 New Firm A320 Aircraft [****] 2005
104 429 No. 54 New Firm A320 AIRCRAFT [****] 2006
104 420 No. 55 New Firm A320 Aircraft [****] 2006
104 421 No. 56 New Firm A320 Aircraft [****] 2006
104 422 No. 57 New Firm A320 Aircraft [****] 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. 8-4
<Page>
<Table>
<Caption>
Cac Id No. Rank No. Aircraft Delivery
---------- -------- -------- --------
<S> <C> <C> <C>
104 423 No. 58 New Firm A320 Aircraft [****] 2006
104 424 No. 59 New Firm A320 Aircraft [****] 2007
104 425 No. 60 New Firm A320 Aircraft [****] 2007
104 426 No. 61 New Firm A320 Aircraft [****] 2007
104 427 No. 62 New Firm A320 Aircraft [****] 2007
104 428 No. 63 New Firm A320 Aircraft [****] 2007
41 227 No. 64 Option Aircraft [****] 2004
41 229 No. 65 Option Aircraft [****] 2004
41 230 No. 66 Option Aircraft [****] 2004
41 231 No. 67 Option Aircraft [****] 2004
41 232 No. 68 Option Aircraft [****] 2005
41 233 No. 69 Option Aircraft [****] 2005
41 234 No. 70 Option Aircraft [****] 2006
41 235 No. 71 Option Aircraft [****] 2006
41 236 No. 72 Option Aircraft [****] 2006
41 237 No. 73 Option Aircraft [****] 2006
41 238 No. 74 Option Aircraft [****] 2006
41 239 No. 75 Option Aircraft [****] 2006
41 240 No. 76 Option Aircraft [****] 2006
41 241 No. 77 Option Aircraft [****] 2007
41 242 No 78 Option Aircraft [****] 2007
41 243 No. 79 Option Aircraft [****] 2007
41 244 No. 80 Option Aircraft [****] 2001
69 719 No. 81 A320 Additional Option Aircraft [****] 2007
69 720 No. 82 A320 Additional Option Aircraft [****] 2007
69 721 No. 83 A320 Additional Option Aircraft [****] 2007
69 722 No. 84 A320 Additional Option Aircraft [****] 2008
69 723 No. 85 A320 Additional Option Aircraft [****] 2008
69 724 No. 86 A320 Additional Option Aircraft [****] 2008
69 725 No. 87 A320 Additional Option Aircraft [****] 2008
96 459 No. 88 A320 Additional Option Aircraft [****] 2008
104 439 No. 89 Incremental A320 Option Aircraft [****] 2008
104 440 No. 90 Incremental A320 Option Aircraft [****] 2008
104 441 No. 91 Incremental A320 Option Aircraft [****] 2008
104 442 No. 92 Incremental A320 Option Aircraft [****] 2008
104 443 No. 93 Incremental A320 Option Aircraft [****] 2008
</Table>
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. 8-5
<Page>
3. PREDELIVERY PAYMENTS
On signature of this Amendment, the Buyer will pay the Seller the
Predelivery Payment identified as a "1st Payment" under Clause 5.2.3 of
the Agreement for the New Firm A320 Aircraft bearing Rank No. 25 (in the
schedule above in Paragraph 2.4). This New Firm A320 Aircraft is scheduled
for delivery in a calendar quarter that begins [****] or fewer months from
the date of signature of this Amendment.
4. DEPOSIT
On signature of this Amendment, the Buyer will pay the Seller a
nonrefundable deposit of
(i) US$ [****] (US dollars--[****]) for each of the twenty-nine (29)
New Firm A320 Aircraft bearing Rank Nos. 29, 30, 32, 33 and 39
through 63 (in the schedule above in Paragraph 2.4); and
(ii) US$ [****] (US dollars--[****]) for each of the Incremental A320
Option Aircraft bearing Rank Nos. 89 through 93 (in the schedule
above in Paragraph 2.4).
5. ADDITIONAL PURCHASE INCENTIVES
5.1 In consideration of the Buyer's order for the New Firm A320 Aircraft, in
respect of each New Firm A320 Aircraft the Seller will provide the Buyer
with:
(i) An airframe credit of [****] (US dollars--[****]) (the "New Firm
A320 Aircraft Airframe Credit Memorandum").
The New Firm A320 Aircraft Airframe Credit Memorandum is quoted at
January 1999 delivery conditions and is subject to escalation in
accordance with the Airframe Price Revision Formula. Each New Firm
A320 Aircraft Airframe Credit Memorandum will be available at
delivery of the applicable Aircraft. At the Buyer's option, each New
Firm A320 Aircraft Airframe Credit Memorandum will be (i) applied by
the Seller against the Final Contract Price of the applicable
Aircraft or (ii) applied by the Buyer against the purchase of
product support related goods and services from the Seller or its
Affiliates.
(ii) [****]
----------
[****] 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. 8-6
<Page>
5.2 In addition, in respect of each Option Aircraft, A320 Additional Option
Aircraft and Incremental A320 Option Aircraft bearing Rank Nos. 64 through
93 (in the schedule above in Paragraph 2.4) that is delivered as an
A320-200 aircraft, the Seller will provide the Buyer with:
(i) [****]
(ii) [****]
5.3 Finally, the Seller will provide the Buyer with:
(i) [****]
(ii) [****]
(iii) A credit of [****] (US dollars--[****]) [****]
(iv) A credit equal to [****]
----------
[****] 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. 8-7
<Page>
[****]
(v) Notwithstanding the terms of [****]
(vi) The Seller will discuss with the Buyer, [****]
(vii) [****]
6. 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.
7. CONFIDENTIALITY
This Amendment is subject to the confidentiality provisions set forth in
Clause 22.5 of the Agreement.
8. 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 8 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. 8-8
<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: May 3, 2001
---------------------------
JETBLUE AIRWAYS CORPORATION
By: /s/ Thomas E. Anderson
----------------------
Its: VICE PRESIDENT
---------------------
Date: May 3, 2001
--------------------
AM No. 8-9