Amendment No. 26 to the A320 PurchaseAgreement Dated as of April 20,1999 between AVSA, S.A.R.L. and JetBlueAirways Corporation

EX-10.1 2 file2.htm AMENDMENT NO. 26 A320 PURCHASE AGREE DATED 4/20/99

EXHIBIT 10.1

Amendment No. 26

to the A320 Purchase Agreement
Dated as of April 20, 1999

between

AVSA, S.A.R.L.

and

JetBlue Airways Corporation

This Amendment No. 26 (hereinafter referred to as the ‘‘Amendment’’) is entered into as of February 27, 2006 between AVSA, S.A.R.L., a société à responsabilité limitée 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 118-29 Queens Boulevard, 5th Floor, Forest Hills, New York 11375 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 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, Amendment No. 8 dated as of May 3, 2001, Amendment No. 9 dated as of July 18, 2001, Amendment No. 10 dated as of November 16, 2001, Amendment No. 11 dated as of December 31, 2001, Amendment No. 12 dated as of April 19, 2002, Amendment No. 13 dated as of November 22, 2002, Amendment No. 14 dated as of December 18, 2002 and Amendment No. 15 dated as of February 10, 2003, Amendment No. 16 dated as of April 23, 2003, Amendment No. 17 dated as of October 1, 2003, Amendment No. 18 dated as of November 12, 2003, Amendment No. 19 dated as of June 4, 2004, Amendment No. 20 dated as of June 7, 2004, Amendment No. 21 dated as of November



19, 2004, Amendment No. 22 dated as of February 17, 2005, Amendment No. 23 dated as of March 31, 2005, Amendment No. 24 dated as of July 21, 2005 and Amendment No. 25 dated as of November 23, 2005 is hereinafter called the ‘‘Agreement’’;

WHEREAS the Seller and the Buyer have agreed to amend Clause 9 of the Agreement,

WHEREAS the Seller is willing to accommodate the Buyer with respect to the foregoing under the terms and conditions set forth herein,

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 and the Seller agree to reschedule the delivery date of the following Aircraft as follows:

Aircraft CaC Id 104 420 from *** 2006 to ***2006 and

2.2  As a consequence Paragraphs 2.1 above, the delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby cancelled and replaced by the following quoted provisions:

QUOTE:


CAC Id No. Rank No. Aircraft Delivery  
41 199 No. 1 Pre-Amendment No. 16 Aircraft *** 2000
41 200 No. 2 Pre-Amendment No. 16 Aircraft *** 2000
41 203 No. 3 Pre-Amendment No. 16 Aircraft *** 2000
41 201 No. 4 Pre-Amendment No. 16 Aircraft *** 2000
41 202 No. 5 Pre-Amendment No. 16 Aircraft *** 2000
41 204 No. 6 Pre-Amendment No. 16 Aircraft *** 2000
41 205 No. 7 Pre-Amendment No. 16 Aircraft *** 2001
41 206 No. 8 Pre-Amendment No. 16 Aircraft *** 2001
41 210 No. 9 Pre-Amendment No. 16 Aircraft *** 2001
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

2




CAC Id No. Rank No. Aircraft Delivery  
41 207 No. 10 Pre-Amendment No. 16 Aircraft *** 2001
41 208 No. 11 Pre-Amendment No. 16 Aircraft *** 2001
41 209 No. 12 Pre-Amendment No. 16 Aircraft *** 2001
41 228 No. 13 Pre-Amendment No. 16 Aircraft *** 2001
41 211 No. 14 Pre-Amendment No. 16 Aircraft *** 2002
41 212 No. 15 Pre-Amendment No. 16 Aircraft *** 2002
41 218 No. 16 Pre-Amendment No. 16 Aircraft *** 2002
41 224 No. 17 Pre-Amendment No. 16 Aircraft *** 2002
41 227 No. 18 Pre-Amendment No. 16 Aircraft *** 2002
41 225 No. 19 Pre-Amendment No. 16 Aircraft *** 2002
41 213 No. 20 Pre-Amendment No. 16 Aircraft *** 2002
41 214 No. 21 Pre-Amendment No. 16 Aircraft *** 2002
41 234 No. 22 Pre-Amendment No. 16 Aircraft *** 2002
41 215 No. 23 Pre-Amendment No. 16 Aircraft *** 2002
41 216 No. 24 Pre-Amendment No. 16 Aircraft *** 2002
41 217 No. 25 Pre-Amendment No. 16 Aircraft *** 2002
124 965 No. 26 Pre-Amendment No. 16 Aircraft *** 2002
41 235 No. 27 Pre-Amendment No. 16 Aircraft *** 2002
41 220 No. 28 Pre-Amendment No. 16 Aircraft *** 2002
41 219 No. 29 Pre-Amendment No. 16 Aircraft *** 2002
41 236 No. 30 Pre-Amendment No. 16 Aircraft *** 2003
104 399 No. 31 Pre-Amendment No. 16 Aircraft *** 2003
41 237 No. 32 Pre-Amendment No. 16 Aircraft *** 2003
124 966 No. 33 Pre-Amendment No. 16 Aircraft *** 2003
41 221 No. 34 Pre-Amendment No. 16 Aircraft *** 2003
41 238 No. 35 Pre-Amendment No. 16 Aircraft *** 2003
41 222 No. 36 Pre-Amendment No. 16 Aircraft *** 2003
104 400 No. 37 Pre-Amendment No. 16 Aircraft *** 2003
104 401 No. 38 Pre-Amendment No. 16 Aircraft *** 2003
41 223 No. 39 Pre-Amendment No. 16 Aircraft *** 2003
104 402 No. 40 Pre-Amendment No. 16 Aircraft *** 2003
104 443 No. 41 Pre-Amendment No. 16 Aircraft *** 2003
104 403 No. 42 Pre-Amendment No. 16 Aircraft *** 2003
124 964 No. 43 Pre-Amendment No. 16 Aircraft *** 2003
41 226 No. 44 Pre-Amendment No. 16 Aircraft *** 2003
111 579 No. 45 Pre-Amendment No. 16 Aircraft *** 2004
41 245 No. 46 Pre-Amendment No. 16 Aircraft *** 2004
41 246 No. 47 Pre-Amendment No. 16 Aircraft *** 2004
41 229 No. 48 Pre-Amendment No. 16 Aircraft *** 2004
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

3




CAC Id No. Rank No. Aircraft Delivery  
41 247 No. 49 Pre-Amendment No. 16 Aircraft *** 2004
41 248 No. 50 Pre-Amendment No. 16 Aircraft *** 2004
104 404 No. 51 Pre-Amendment No. 16 Aircraft *** 2004
104 405 No. 52 Pre-Amendment No. 16 Aircraft *** 2004
41 230 No. 53 Pre-Amendment No. 16 Aircraft *** 2004
104 406 No. 54 Pre-Amendment No. 16 Aircraft *** 2004
124 967 No. 55 Amendment No.16 Firm Aircraft *** 2004
104 415 No. 56 Pre-Amendment No. 16 Aircraft *** 2004
104 407 No. 57 Pre-Amendment No. 16 Aircraft *** 2004
104 408 No. 58 Pre-Amendment No. 16 Aircraft *** 2004
124 968 No. 59 Amendment No.16 Firm Aircraft *** 2004
104 409 No. 60 Pre-Amendment No. 16 Aircraft *** 2005
41 232 No. 61 Pre-Amendment No. 16 Aircraft *** 2005
124 959 No. 62 Amendment No.16 Firm Aircraft *** 2005
104 410 No. 63 Pre-Amendment No. 16 Aircraft *** 2005
104 411 No. 64 Pre-Amendment No. 16 Aircraft *** 2005
41 233 No. 65 Pre-Amendment No. 16 Aircraft *** 2005
104 412 No. 66 Pre-Amendment No. 16 Aircraft *** 2005
124 960 No. 67 Amendment No.16 Firm Aircraft *** 2005
104 413 No. 68 Pre-Amendment No. 16 Aircraft *** 2005
104 418 No. 69 Pre-Amendment No. 16 Aircraft *** 2005
104 414 No. 70 Pre-Amendment No. 16 Aircraft *** 2005
124 961 No. 71 Amendment No.16 Firm Aircraft *** 2005
104 416 No. 72 Pre-Amendment No. 16 Aircraft *** 2005
104 417 No. 73 Pre-Amendment No. 16 Aircraft *** 2005
124 962 No. 74 Amendment No.16 Firm Aircraft *** 2005
124 963 No. 75 Amendment No.16 Firm Aircraft *** (*) 2005
159 936 No. 76 Amendment No. 20 Firm Aircraft *** 2006
104 419 No. 77 Pre-Amendment No. 16 Aircraft *** 2006
41 239 No. 78 Amendment No.16 Firm Aircraft5 *** 2006
41 240 No. 79 Amendment No.16 Firm Aircraft *** 2006
41 241 No. 80 Amendment No.16 Firm Aircraft *** 2006
104 421 No. 81 Pre-Amendment No. 16 Aircraft *** 2006
41 242 No. 82 Amendment No.16 Firm Aircraft *** 2006
104 420 No. 83 Pre-Amendment No. 16 Aircraft *** 2006
41 243 No. 84 Amendment No.16 Firm Aircraft *** 2006
104 422 No. 85 Pre-Amendment No. 16 Aircraft *** 2006
41 244 No. 86 Amendment No.16 Firm Aircraft *** 2006
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
(*) The Seller agrees to use commercially reasonable efforts to deliver the aircraft on or before ***, 2005.

4




CAC Id No. Rank No. Aircraft Delivery  
69 719 No. 87 Amendment No.16 Firm Aircraft *** 2006
104 423 No. 88 Pre-Amendment No. 16 Aircraft *** 2006
69 720 No. 89 Amendment No.16 Firm Aircraft *** 2006
69 721 No. 90 Amendment No.16 Firm Aircraft *** 2006
159 937 No. 91 Amendment No. 20 Firm Aircraft *** 2006
104 424 No. 92 Pre-Amendment No. 16 Aircraft *** 2007
104 425 No. 93 Pre-Amendment No. 16 Aircraft *** 2007
159 938 No. 94 Amendment No. 20 Firm Aircraft *** 2007
104 426 No. 95 Pre-Amendment No. 16 Aircraft *** 2007
104 427 No. 96 Pre-Amendment No. 16 Aircraft *** 2007
104 428 No. 97 Pre-Amendment No. 16 Aircraft *** 2007
69 722 No. 98 Amendment No.16 Firm Aircraft *** 2007
69 723 No. 99 Amendment No.16 Firm Aircraft *** 2007
69 724 No. 100 Amendment No.16 Firm Aircraft *** 2007
159 939 No. 101 Amendment No. 20 Firm Aircraft *** 2007
69 725 No. 102 Amendment No.16 Firm Aircraft *** 2007
96 459 No. 103 Amendment No.16 Firm Aircraft *** 2007
104 439 No. 104 Amendment No.16 Firm Aircraft *** 2007
104 440 No. 105 Amendment No.16 Firm Aircraft *** 2007
104 441 No. 106 Amendment No.16 Firm Aircraft *** 2007
104 442 No. 107 Amendment No.16 Firm Aircraft *** 2007
41 231 No. 108 Amendment No.16 Firm Aircraft *** 2007
159 896 No. 109 Amendment No.16 Firm Aircraft Year 2008
159 897 No. 110 Amendment No.16 Firm Aircraft Year 2008
159 898 No. 111 Amendment No.16 Firm Aircraft Year 2008
159 899 No. 112 Amendment No.16 Firm Aircraft Year 2008
159 900 No. 113 Amendment No.16 Firm Aircraft Year 2008
159 901 No. 114 Amendment No.16 Firm Aircraft Year 2008
159 902 No. 115 Amendment No.16 Firm Aircraft Year 2008
159 903 No. 116 Amendment No.16 Firm Aircraft Year 2008
159 904 No. 117 Amendment No.16 Firm Aircraft Year 2008
159 905 No. 118 Amendment No.16 Firm Aircraft Year 2008
159 906 No. 119 Amendment No.16 Firm Aircraft Year 2008
159 907 No. 120 Amendment No.16 Firm Aircraft Year 2008
159 908 No. 121 Amendment No.16 Firm Aircraft Year 2008
159 940 No. 122 Amendment No. 20 Firm Aircraft Year 2008
159 941 No. 123 Amendment No. 20 Firm Aircraft Year 2008
159 942 No. 124 Amendment No. 20 Firm Aircraft Year 2008
159 943 No. 125 Amendment No. 20 Firm Aircraft Year 2008
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

5




CAC Id No. Rank No. Aircraft Delivery  
159 909 No. 126 Amendment No.16 Firm Aircraft Year 2009
159 910 No. 127 Amendment No.16 Firm Aircraft Year 2009
159 911 No. 128 Amendment No.16 Firm Aircraft Year 2009
159 912 No. 129 Amendment No.16 Firm Aircraft Year 2009
159 913 No. 130 Amendment No.16 Firm Aircraft Year 2009
159 914 No. 131 Amendment No.16 Firm Aircraft Year 2009
159 915 No. 132 Amendment No.16 Firm Aircraft Year 2009
159 916 No. 133 Amendment No.16 Firm Aircraft Year 2009
159 917 No. 134 Amendment No.16 Firm Aircraft Year 2009
159 918 No. 135 Amendment No.16 Firm Aircraft Year 2009
159 944 No. 136 Amendment No. 20 Firm Aircraft Year 2009
159 945 No. 137 Amendment No. 20 Firm Aircraft Year 2009
159 946 No. 138 Amendment No. 20 Firm Aircraft Year 2009
159 947 No. 139 Amendment No. 20 Firm Aircraft Year 2009
159 948 No. 140 Amendment No. 20 Firm Aircraft Year 2009
159 949 No. 141 Amendment No. 20 Firm Aircraft Year 2009
159 950 No. 142 Amendment No. 20 Firm Aircraft Year 2009
159 951 No. 143 Amendment No. 20 Firm Aircraft Year 2009
159 919 No. 144 Amendment No.16 Firm Aircraft Year 2010
159 920 No. 145 Amendment No.16 Firm Aircraft Year 2010
159 921 No. 146 Amendment No.16 Firm Aircraft Year 2010
159 922 No. 147 Amendment No.16 Firm Aircraft Year 2010
159 923 No. 148 Amendment No.16 Firm Aircraft Year 2010
159 924 No. 149 Amendment No.16 Firm Aircraft Year 2010
159 925 No. 150 Amendment No.16 Firm Aircraft Year 2010
159 926 No. 151 Amendment No.16 Firm Aircraft Year 2010
159 927 No. 152 Amendment No.16 Firm Aircraft Year 2010
159 928 No. 153 Amendment No.16 Firm Aircraft Year 2010
159 952 No. 154 Amendment No. 20 Firm Aircraft Year 2010
159 953 No. 155 Amendment No. 20 Firm Aircraft Year 2010
159 954 No. 156 Amendment No. 20 Firm Aircraft Year 2010
159 955 No. 157 Amendment No. 20 Firm Aircraft Year 2010
159 956 No. 158 Amendment No. 20 Firm Aircraft Year 2010
159 957 No. 159 Amendment No. 20 Firm Aircraft Year 2010
159 958 No. 160 Amendment No. 20 Firm Aircraft Year 2010
159 959 No. 161 Amendment No. 20 Firm Aircraft Year 2010
159 929 No. 162 Amendment No.16 Firm Aircraft Year 2011
159 930 No. 163 Amendment No.16 Firm Aircraft Year 2011
159 931 No. 164 Amendment No.16 Firm Aircraft Year 2011

6




CAC Id No. Rank No. Aircraft Delivery  
159 932 No. 165 Amendment No.16 Firm Aircraft Year 2011
159 933 No. 166 Amendment No.16 Firm Aircraft Year 2011
159 934 No. 167 Amendment No.16 Firm Aircraft Year 2011
159 960 No. 168 Amendment No. 20 Firm Aircraft Year 2011
159 961 No. 169 Amendment No. 20 Firm Aircraft Year 2011
159 962 No. 170 Amendment No. 20 Firm Aircraft Year 2011
159 963 No. 171 Amendment No. 20 Firm Aircraft Year 2011
159 964 No. 172 Amendment No. 20 Firm Aircraft Year 2011
159 965 No. 173 Amendment No. 20 Firm Aircraft Year 2011
180 953 No. 174 Amendment No. 20 Option Year 2008
180 954 No. 175 Amendment No. 20 Option Year 2008
180 955 No. 176 Amendment No. 20 Option Year 2009
180 956 No. 177 Amendment No. 20 Option Year 2009
180 957 No. 178 Amendment No. 20 Option Year 2010
180 958 No. 179 Amendment No. 20 Option Year 2010
159 966 No. 180 Amendment No.16 Option Year 2011
159 967 No. 181 Amendment No.16 Option Year 2011
159 968 No. 182 Amendment No.16 Option Year 2011
159 969 No. 183 Amendment No.16 Option Year 2011
159 970 No. 184 Amendment No.16 Option Year 2011
159 971 No. 185 Amendment No.16 Option Year 2011
159 972 No. 186 Amendment No.16 Option Year 2011
180 959 No. 187 Amendment No. 20 Option Year 2011
180 960 No. 188 Amendment No. 20 Option Year 2011
159 976 No. 189 Amendment No.16 Option Year 2012
159 977 No. 190 Amendment No.16 Option Year 2012
159 978 No. 191 Amendment No.16 Option Year 2012
159 979 No. 192 Amendment No.16 Option Year 2012
159 980 No. 193 Amendment No.16 Option Year 2012
159 981 No. 194 Amendment No.16 Option Year 2012
159 982 No. 195 Amendment No.16 Option Year 2012
159 983 No. 196 Amendment No.16 Option Year 2012
159 984 No. 197 Amendment No.16 Option Year 2012
159 985 No. 198 Amendment No.16 Option Year 2012
159 986 No. 199 Amendment No.16 Option Year 2012
159 987 No. 200 Amendment No.16 Option Year 2012

7




CAC Id No. Rank No. Aircraft Delivery  
159 988 No. 201 Amendment No.16 Option Year 2012
180 961 No. 202 Amendment No. 20 Option Year 2012
180 962 No. 203 Amendment No. 20 Option Year 2012
180 963 No. 204 Amendment No. 20 Option Year 2012
180 964 No. 205 Amendment No. 20 Option Year 2012
180 965 No. 206 Amendment No. 20 Option Year 2012
180 966 No. 207 Amendment No. 20 Option Year 2012
180 967 No. 208 Amendment No. 20 Option Year 2012
180 968 No. 209 Amendment No. 20 Option Year 2013
180 969 No. 210 Amendment No. 20 Option Year 2013
180 970 No. 211 Amendment No .20 Option Year 2013
180 971 No. 212 Amendment No. 20 Option Year 2013
180 972 No. 213 Amendment No. 20 Option Year 2013
180 973 No. 214 Amendment No. 20 Option Year 2013
180 974 No. 215 Amendment No. 20 Option Year 2013
180 975 No. 216 Amendment No. 20 Option Year 2013
180 976 No. 217 Amendment No. 20 Option Year 2013
180 977 No. 218 Amendment No. 20 Option Year 2013
180 978 No. 219 Amendment No. 20 Option Year 2013
180 979 No. 220 Amendment No. 20 Option Year 2013
180 980 No. 221 Amendment No. 20 Option Year 2013
180 981 No. 222 Amendment No. 20 Option Year 2013
180 982 No. 223 Amendment No. 20 Option Year 2013
UNQUOTE 

2.    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.

This Amendment will become effective upon execution hereof.

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3.  CONFIDENTIALITY

This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the Agreement.

4.  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 4 will be void and of no force or effect.

5.  COUNTERPARTS

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

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/ Marie-Pierre Merle Beral
Its:    Chief Executive Officer
Date: February 27, 2006

JETBLUE AIRWAYS CORPORATION

By:    /s/ Thomas A. Anderson
Its:    Senior Vice President
Date:    February 27, 2006

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