V2500 General Terms of Sale Agreement [Side Letter No. 5] - IAE International Aero Engines AG and JetBlue Airways Corp.
[LETTERHEAD]
13 February 2001
JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820
Attention: Vice President and Treasurer
Subject: Side letter No. 5 to the V2500 General Terms of Sale Agreement between
JetBlue Airways Corporation and IAE International Aero Engines AG dated
May 4, 1999
Ladies and Gentlemen:
We refer to the V2500 General Terms of Sale Agreement between JetBlue Airways
Corporation ("JetBlue") and IAE International Aero Engines AG ("IAE") dated
May 4, 1999 (the "Agreement"). Capitalized terms used herein which are not
otherwise defined shall have the same meaning as those given to them in the
Agreement.
This Side Letter No. 5 describes certain additional Purchased Item scheduling
flexibility and payment terms.
1 The definition of "Aircraft" set forth in Clause 1.1 of the Contract
is removed in its entirety and replaced by the following new
Clause 1.1 as follows:
"1.1 "Aircraft" shall mean (i) the thirty-three (33) new Airbus
A320-200 aircraft each powered by V2527-A5 series engines (the
"Firm Aircraft"), and (ii) New Air's right to purchase an
additional forty-two (42) Airbus A320 family aircraft each
powered by V2500-A5 series engines (the "Option Aircraft"),
comprising options to purchase twenty-five (25) new Airbus
A320 family aircraft each powered by V2500-A5 series engines
(the "Option A320 Family Aircraft") and reserve options to
purchase seventeen (17) new Airbus A320 family aircraft each
powered by V2500-A5 series engines (the "Reserve Option A320
Family Aircraft"), all for delivery as set forth in
Exhibit B1 to this Contract."
2. Exhibit B1 to the Contract is removed in its entirety and replaced by
Exhibit B1 attached hereto.
<Page>
Except as expressly amended by this Side Letter No. 5 all provisions of the
Contract remain in full force and effect.
Very truly yours, Agreed to and Accepted on behalf of:
IAE International Aero Engines AG JetBlue Airways Corporation
/s/ [Illegible] /s/ [Illegible]
---------------------------- ----------------------------
Name Name
Sr. Vice President Vice President
---------------------------- ----------------------------
Title Title
13 February, 2001 23, February 2001
---------------------------- ----------------------------
Date Date
<Page>
EXHIBIT B1
AIRCRAFT DELIVERY SCHEDULES
(Revised 13 February 2001)
<Table>
<Caption>
FIRM A320 AIRCRAFT
YEAR NUMBER DELIVERY PERIOD
---- ------ ---------------
<S> <C> <C>
2000 6 (1) [****] (2) [****] (1) [****] (1) [****]
(1) [****]
2001 7 (1) [****] (2) [****] (1) [****] (1)
[****] (1) [****] (1) [****]
2002 10 (1) [****] (1) [****] (1) [****] (1)
[****] (1) [****] (1) [****] (1) [****] (1)
[****] (1) [****] (1) [****]
2003 5 (1) [****] 2003; (2) [****] (1) [****]
(1) [****]
2004 5 (5)
TOTAL 33
</Table>
All thirty-three (33) Firm A320 Aircraft have no deferral or conversion rights.
<Table>
<Caption>
OPTION A320 AIRCRAFT
YEAR NUMBER
---- ------
<S> <C>
2003 4
2004 5
2005 10
2006 6
TOTAL 25
</Table>
RESERVE OPTION A320 FAMILY AIRCRAFT
Under the terms of its purchase agreement with Airbus for the Aircraft, JetBlue
has the right to receive delivery positions for Reserve Option A320 Family
Aircraft equal to the number of Option A320 Family Aircraft as to which JetBlue
has exercised its purchase rights. Because JetBlue has options with Airbus for
twenty-five (25) Option A320 Family Aircraft, it correspondingly has rights with
Airbus to receive delivery positions for up to seventeen (17) Reserve Option
A320 Family Aircraft. No dates are specified for delivery of these Reserve
Option A320 Family Aircraft. Such delivery dates will be determined at the time
options are exercised by JetBlue. The agreement between JetBlue and Airbus
anticipates that all Reserve Option A320 Family Aircraft will be delivered prior
to the end of 2007. Airbus has also granted JetBlue conversion rights for each
of the twenty-five (25) A320 Family Aircraft and the seventeen (17) Reserve
Option A320 Family Aircraft to the A321-200 or A319 aircraft type on twenty-one
months notice to Airbus.
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[****] 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.
<Page>
<Table>
<Caption>
LEASED AIRCRAFT
YEAR NUMBER DELIVERY PERIOD
---- ------ ---------------
<S> <C> <C>
1999 1 Delivered
2000 3 (1) [****] (1) [****] (1) [****]
2001 4 (1) [****] (2) [****] (1) [****]
TOTAL 8
</Table>
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[****] 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.