AMENDMENT No. 13 TO PURCHASE AGREEMENT DCT-025/2003

This Amendment No. 13 to Purchase Agreement DCT-025/2003, dated as of July 20, 2012 (“Amendment 13”) relates to the Purchase Agreement DCT-025/2003 between Embraer S.A. (formerly known as Embraer - Empresa Brasileira de Aeronáutica S.A.) (“Embraer”) and JetBlue Airways Corporation (“Buyer”) dated June 9, 2003 as amended from time to time (collectively referred to herein as “Purchase Agreement”). This Amendment 13 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.

All terms defined in the Purchase Agreement shall have the same meaning when used herein and in case of any conflict between this Amendment 13 and the Purchase Agreement, this Amendment 13 shall control.

WHEREAS:

Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1.1 The Aircraft schedule delivery table in Article 5.1 of the Purchase Agreement shall be deleted and replaced as follows:

(**) Scheduled Delivery Months shall be deemed to be the Contractual Delivery Dates as defined in Article 1.10 of this Agreement.

2.1 Article 2.3 and Article 2.4 of Amendment No. 12 of the Purchase Agreement shall be deleted and replaced as follows:

“2.3 If Buyer, [***].

2.4 The Parties agree to [***] as provided for in [***], and [***].”

If Buyer [***].

Firm Aircraft #[***] shall be delivered with [***]. There will be [***] due to this modification. The Basic Price for the affected Aircraft shall be [***] by US$ [***] ([***] United States dollars) [***].

 

4.1 Aircraft Basic Price for Firm Aircraft: Due to changes in the Aircraft configuration, Article 3.1 of the Purchase Agreement shall be deleted and replaced as follows.

“3.1 Buyer agrees to pay Embraer in the United States dollars, per unit Aircraft Basic Price as indicated in the table below:

4.2 Aircraft price for Option Aircraft: Due to the changes in the Aircraft configuration, Article 21.1 of the Purchase Agreement shall be deleted and replaced as follows:

“21.1 The unit basic price of the Option Aircraft (the “Option Aircraft Basic Price”) is indicated in the table below, provided that the Option Aircraft is in the configuration described in Attachment “A”, otherwise adjustments shall be done for any additions and/or deletions of equipment and/or provisioning as may be agreed to by Buyer and Embraer from time to time.

”

5.1 Embraer is [***]. Embraer will [***]. Embraer will [***]. The information in regards to [***]. Buyer [***].

All other terms and conditions of the Purchase Agreement (including Amendment No. 12 of the Purchase Agreement), which are not specifically amended by this Amendment 13, shall remain in full force and effect without any change.

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 13 to the Purchase Agreement to be effective as of the date first written above.

Embraer S.A.                     JetBlue Airways Corporation

By    :/s/ Artur Coutinho                By    : /s/ Mark D. Powers

Name    :Artur Coutinho                Name    : Mark D. Powers

Title    :COO - Chief Operating Officer        Title    : Chief Financial Officer

By    : /s/ José Luís D'Avila Molina

Name    : José Luís D'Avila Molina

Title    : Vice President, Contracts

Commercial Aviation

Place    :São José dos Campos, SP, Brazil        Place    : Long Island City, New York

Witness: /s/ Fabíola Neri T. Moreira            Witness: /s/ Ursula Hurley

Name    : Fabíola Neri T. Moreira            Name    : Ursula Hurley