A320 Purchase Agreement [Amendment No. 9] - AVSA SARL and JetBlue Airways Corp.
Amendment No. 9
to the A320 Purchase Agreement
Dated as of April 20, 1999
between
AVSA, S.A.R.L.
and
JetBlue Airways Corporation
This Amendment No. 9 (hereinafter referred to as the "Amendment") is entered
into as of July 18, 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, Amendment No. 7 dated as of
January 29 2001 and Amendment No. 8 dated as of May 3, 2001, is hereinafter
called the "Agreement."
WHEREAS the Buyer desires to exercise its option to firmly order an Option
Aircraft
AM No. 9-1
<Page>
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.
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. 64
(the "New Firmly Ordered Option Aircraft"). The Buyer and the Seller agree
to advance its delivery date from January 2004 to May 2002 and to renumber
the Aircraft chronologically.
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 a delivery
position for one (1) A320 Additional Option Aircraft at the original date
of the 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 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
</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. 9-2
<Page>
<Table>
<Caption>
Cac Id No. Rank No. Aircraft Delivery
---------- -------- -------- --------
<S> <C> <C> <C>
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
41 227 No. 18 New 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
41 215 No. 22 Firm Aircraft [****] 2002
41 216 No. 23 Firm Aircraft [****] 2002
41 217 No. 24 Firm Aircraft [****] 2002
41 219 No. 25 Firm Aircraft [****] 2003
104 399 No. 26 New Firm A320 Aircraft [****] 2003
41 220 No. 27 Firm Aircraft [****] 2003
41 221 No. 28 Firm Aircraft [****] 2003
41 222 No. 29 Firm Aircraft [****] 2003
104 400 No. 30 New Firm A320 Aircraft [****] 2003
104 401 No. 31 New Firm A320 Aircraft [****] 2003
41 223 No. 32 Firm Aircraft [****] 2003
104 402 No. 33 New Firm A320 Aircraft [****] 2003
104 403 No. 34 New Firm A320 Aircraft [****] 2003
41 226 No. 35 Firmly Ordered Option Aircraft [****] 2004
41 245 No. 36 Firmly Ordered Option Aircraft [****] 2004
41 246 No. 37 Firmly Ordered Option Aircraft [****] 2004
41 247 No. 38 Firmly Ordered Option Aircraft [****] 2004
41 248 No. 39 Firmly Ordered Option Aircraft [****] 2004
104 404 No. 40 New Firm A320 Aircraft [****] 2004
104 405 No. 41 New Firm A320 Aircraft [****] 2004
104 406 No. 42 New Firm A320 Aircraft [****] 2004
104 407 No. 43 New Firm A320 Aircraft [****] 2004
104 408 No. 44 New Firm A320 Aircraft [****] 2004
104 409 No. 45 New Firm A320 Aircraft [****] 2005
104 410 No. 46 New Firm A320 Aircraft [****] 2005
104 411 No. 47 New Firm A320 Aircraft [****] 2005
104 412 No. 48 New Firm A320 Aircraft [****] 2005
104 413 No. 49 New Firm A320 Aircraft [****] 2005
104 414 No. 50 New Firm A320 Aircraft [****] 2005
104 415 No. 51 New Firm A320 Aircraft [****] 2005
</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. 9-3
<Page>
<Table>
<Caption>
Cac Id No. Rank No. Aircraft Delivery
---------- -------- -------- --------
<S> <C> <C> <C>
104 416 No. 52 New Firm A320 Aircraft [****] 2005
104 417 No. 53 New Firm A320 Aircraft [****] 2005
104 418 No. 54 New Firm A320 Aircraft [****] 2005
104 419 No. 55 New Firm A320 Aircraft [****] 2006
104 420 No. 56 New Firm A320 Aircraft [****] 2006
104 421 No. 57 New Firm A320 Aircraft [****] 2006
104 422 No. 58 New Firm A320 Aircraft [****] 2006
104 423 No. 59 New Firm A320 Aircraft [****] 2006
104 424 No. 60 New Firm A320 Aircraft [****] 2007
104 425 No. 61 New Firm A320 Aircraft [****] 2007
104 426 No. 62 New Firm A320 Aircraft [****] 2007
104 427 No. 63 New Firm A320 Aircraft [****] 2007
104 428 No. 64 New Firm A320 Aircraft [****] 2007
TBD No. 65 A320 Additional Option Aircraft [****] 2004
41 229 No. 66 Option Aircraft [****] 2004
41 230 No. 67 Option Aircraft [****] 2004
41 231 No. 68 Option Aircraft [****] 2004
41 232 No. 69 Option Aircraft [****] 2005
41 233 No. 70 Option Aircraft [****] 2005
41 234 No. 71 Option Aircraft [****] 2006
41 235 No. 72 Option Aircraft [****] 2006
41 236 No. 73 Option Aircraft [****] 2006
41 237 No. 74 Option Aircraft [****] 2006
41 238 No. 75 Option Aircraft [****] 2006
41 239 No. 76 Option Aircraft [****] 2006
41 240 No. 77 Option Aircraft [****] 2006
41 241 No. 78 Option Aircraft [****] 2007
41 242 No. 79 Option Aircraft [****] 2007
41 243 No. 80 Option Aircraft [****] 2007
41 244 No. 81 Option Aircraft [****] 2007
69 719 No. 82 A320 Additional Option Aircraft [****] 2007
69 720 No. 83 A320 Additional Option Aircraft [****] 2007
69 721 No. 84 A320 Additional Option Aircraft [****] 2007
69 722 No. 85 A320 Additional Option Aircraft [****] 2008
69 723 No. 86 A320 Additional Option Aircraft [****] 2008
69 724 No. 87 A320 Additional Option Aircraft [****] 2008
69 725 No. 88 A320 Additional Option Aircraft [****] 2008
96 459 No. 89 A320 Additional Option Aircraft [****] 2008
104 439 No. 90 Incremental A320 Option Aircraft [****] 2008
</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. 9-4
<Page>
<Table>
<Caption>
Cac Id No. Rank No. Aircraft Delivery
---------- -------- -------- --------
<S> <C> <C> <C>
104 440 No. 91 Incremental A320 Option Aircraft [****] 2008
104 441 No. 92 Incremental A320 Option Aircraft [****] 2008
104 442 No. 93 Incremental A320 Option Aircraft [****] 2008
104 443 No. 94 Incremental A320 Option Aircraft [****] 2008
</Table>
UNQUOTE
3. PREDELIVERY PAYMENTS
Upon signature of this Amendment, the Seller will allocate, as Predelivery
Payments for the Firmly Ordered Option Aircraft, the Predelivery Payments
paid by the Buyer in April 2001 for CAC Id No. 41 220 and in June 2001 for
CAC Id No. 41 221. [****]
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. The Buyers 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 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.
----------
[****] 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. 9-5
<Page>
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.
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: July 18, 2001
---------------------------
JETBLUE AIRWAYS CORPORATION
By: /s/ Thomas E. Anderson
----------------------
Its: VICE PRESIDENT
---------------------
Date: July 18, 2001
--------------------
AM No. 9-6