V2500 General Terms of Sale Agreement [Side Letter No. 7] - IAE International Aero Engines AG and JetBlue Airways Corp.
[LOGO]
9 August 2001
JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820
Attention: Vice President and Treasurer
Subject: Side letter No. 7 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. 7 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 Propulsion Systems
bearing Rank No. 1 through 34 in the delivery schedule
attached as Exhibit B-1 hereto, but excluding the aircraft
bearing Rank No. 18 (the "Firm First Deal Aircraft"), (ii) the
thirty-one (31) new Airbus A320-200 aircraft each powered by
V2527-A5 Propulsion Systems bearing Rank No. 35 through 64 in
the delivery schedule attached as Exhibit B-1 hereto, but
including the aircraft bearing Rank No. 18 (the "Firm Second
Deal Aircraft; together with the Firm First Deal Aircraft, the
"Firm Aircraft"), (iii) JetBlue's option to purchase thirty
(30) new Airbus A320 family aircraft each powered by V2500-A5
Propulsion Systems (the "Option A320 Aircraft"), and (iv) and
reserve options to purchase twenty-nine (29) new Airbus A320
family aircraft each powered by V2500-A5 Propulsion Systems
(the "Reserve Option Aircraft;" together with the Option A320
Aircraft, the
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"Option Aircraft"), all for delivery as set forth in Exhibit B-1 to
this Contract."
2. Exhibit B-1 to the Contract is removed in its entirety and replaced by new
Exhibit B-1 attached hereto.
Except as expressly amended by this Side Letter No. 7 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/ Michael P. Field /s/ [ILLEGIBLE]
------------------------------------- ----------------------------------------
Name Name
VICE PRESIDENT
------------------------------------- ----------------------------------------
Title Title
MICHAEL P. FIELD AUGUST 8th, 2001
SENIOR VICE PRESIDENT ----------------------------------------
SALES & CUSTOMER SUPPORT Date
INTERNATIONAL AERO ENGINES AG
8/9/01
-------------------------------------
Date
August 2001
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<Page>
EXHIBIT B-1
AIRCRAFT DELIVERY SCHEDULES
As of August 2001
<Table>
<Caption>
RANK NO. AIRCRAFT DELIVERY
-------- -------- --------
<S> <C> <C>
No. 1 Firm Aircraft [****] 2000
No. 2 Firm Aircraft [****] 2000
No. 3 Firm Aircraft [****] 2000
No. 4 Firm Aircraft [****] 2000
No. 5 Firm Aircraft [****] 2000
No. 6 Firm Aircraft [****] 2000
No. 7 Firm Aircraft [****] 2001
No. 8 Firm Aircraft [****] 2001
No. 9 Firm Aircraft [****] 2001
No. 10 Firm Aircraft [****] 2001
No. 11 Firm Aircraft [****] 2001
No. 12 Firm Aircraft [****] 2001
No. 13 Firm Aircraft [****] 2001
No. 14 Firm Aircraft [****] 2002
No. 15 Firm Aircraft [****] 2002
No. 16 Firm Aircraft [****] 2002
No. 17 Firm Aircraft [****] 2002
No. 18 Firm Aircraft* [****] 2002
No. 19 Firm Aircraft [****] 2002
No. 20 Firm Aircraft [****] 2002
No. 21 Firm Aircraft [****] 2002
No. 22 Firm Aircraft [****] 2002
No. 23 Firm Aircraft [****] 2002
No. 24 Firm Aircraft [****] 2002
No. 25 Firm Aircraft [****] 2003
No. 26 Firm Aircraft [****] 2003
No. 27 Firm Aircraft [****] 2003
No. 28 Firm Aircraft [****] 2003
No. 29 Firm Aircraft [****] 2003
No. 30 Firm Aircraft [****] 2003
No. 31 Firm Aircraft [****] 2003
No. 32 Firm Aircraft [****] 2003
No. 33 Firm Aircraft [****] 2003
No. 34 Firm Aircraft [****] 2004
No. 35 Firm Aircraft* [****] 2004
No. 36 Firm Aircraft* [****] 2004
No. 37 Firm Aircraft* [****] 2004
No. 38 Firm Aircraft* [****] 2004
No. 39 Firm Aircraft* [****] 2004
----------
[****] 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.
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<Page>
No. 40 Firm Aircraft* [****] 2004
No. 41 Firm Aircraft* [****] 2004
No. 42 Firm Aircraft* [****] 2004
No. 43 Firm Aircraft* [****] 2004
No. 44 Firm Aircraft* [****] 2004
No. 45 Firm Aircraft* [****] 2005
No. 46 Firm Aircraft* [****] 2005
No. 47 Firm Aircraft* [****] 2005
No. 48 Firm Aircraft* [****] 2005
No. 49 Firm Aircraft* [****] 2005
No. 50 Firm Aircraft* [****] 2005
No. 51 Firm Aircraft* [****] 2005
No. 52 Firm Aircraft* [****] 2005
No. 53 Firm Aircraft* [****] 2005
No. 54 Firm Aircraft* [****] 2005
No. 55 Firm Aircraft* [****] 2006
No. 56 Firm Aircraft* [****] 2006
NO. 57 Firm Aircraft* [****] 2006
No. 58 Firm Aircraft* [****] 2006
No. 59 Firm Aircraft* [****] 2006
No. 60 Firm Aircraft* [****] 2007
No. 61 Firm Aircraft* [****] 2007
No. 62 Firm Aircraft* [****] 2007
No. 63 Firm Aircraft* [****] 2007
No. 64 Firm Aircraft* [****] 2007
*Firm Second Deal Aircraft
OPTION AIRCRAFT
---------------
No. 65 Option Aircraft [****] 2004
No. 66 Option Aircraft [****] 2004
No. 67 Option Aircraft [****] 2004
No. 68 Option Aircraft [****] 2004
No. 68 Option Aircraft [****] 2005
No. 69 Option Aircraft [****] 2005
No. 70 Option Aircraft [****] 2006
No. 71 Option Aircraft [****] 2006
No. 72 Option Aircraft [****] 2006
No. 73 Option Aircraft [****] 2006
No. 74 Option Aircraft [****] 2006
No. 75 Option Aircraft [****] 2006
No. 76 Option Aircraft [****] 2006
No. 77 Option Aircraft [****] 2007
No. 78 Option Aircraft [****] 2007
No. 79 Option Aircraft [****] 2007
No. 80 Option Aircraft [****] 2007
----------
[****] 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.
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<Page>
No. 81 Option Aircraft [****] 2007
No. 82 Option Aircraft [****] 2007
No. 83 Option Aircraft [****] 2007
No. 84 Option Aircraft [****] 2008
No. 85 Option Aircraft [****] 2008
No. 86 Option Aircraft [****] 2008
No. 87 Option Aircraft [****] 2008
No. 88 Option Aircraft [****] 2008
No. 89 Option Aircraft [****] 2008
No. 90 Option Aircraft [****] 2008
No. 91 Option Aircraft [****] 2008
No. 92 Option Aircraft [****] 2008
No. 93 Option Aircraft [****] 2008
</Table>
Under the terms of its purchase agreement with Airbus for the Aircraft, JetBlue
has the right to receive delivery positions for Purchase Right Aircraft (also
referred to as Reserve Option Aircraft hereunder) equal to the number of Option
Aircraft as to which JetBlue has exercised its option purchase rights. Airbus
has granted JetBlue conversion rights for each of the twenty-nine (29) Option
Aircraft and Purchase Right Aircraft (also referred to as Reserve Option
Aircraft hereunder) from A320 Aircraft to the A321-200 or A319 aircraft type on
twenty-one months notice to Airbus. No dates are specified for delivery of these
Purchase Right Aircraft (also referred to as Reserve Option Aircraft
hereunder). Such delivery dates will be determined at the time options are
exercised by JetBlue.
<Table>
<Caption>
LEASED AIRCRAFT
YEAR NUMBER DELIVERY PERIOD
---- ------ ---------------
<S> <C> <C>
1999 1 (1) [****]
2000 3 (1) [****], (1) [****], (1) [****]
2001 4 (1) [****], (2) [****], (1) [****]
2003 1 (1) [****]
TOTAL 9 All but the last of the leased aircraft
have been delivered
</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.
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