EX-101 INSTANCE DOCUMENT

Exhibit 10.1(x)

Amendment No. 35

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

between

AVSA, S.A.R.L.

and

JetBlue Airways Corporation

This Amendment No. 35 (hereinafter referred to as the “Amendment”) is entered into as of October 1^st, 2010 between AIRBUS, S.A.S. (legal successor to AVSA, S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1, 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 at 118-29 Queens Boulevard, 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, Amendment No. 25 dated as of November 23, 2005, Amendment No. 26 dated as of February 27, 2006, Amendment No. 27 dated as of April 25, 2006, Amendment No. 28 dated as of July 6, 2006, Amendment No. 29 dated as of December 1, 2006, Amendment No. 30 dated as of March 20, 2007, Amendment No. 31 dated as of

January 28, 2008, Amendment No. 32 dated as of May 23, 2008, Amendment No. 33 dated July 1, 2009 and Amendment No. 34 dated February 5, 2010 is hereinafter called the “Agreement”;

WHEREAS the Buyer wishes and the Seller agrees to defer the delivery of a certain number of Aircraft;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS

1.

DEFINITIONS

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.

AIRCRAFT DEFERRALS

2.1

Firm Aircraft

The Buyer and the Seller agree to reschedule the delivery of (i) four (4) firm Aircraft with CAC Id Nos. 159911, 159912, 159917 and 159918 respectively from [***], [***], [***] and [***] 2012 to calendar year 2016 and (ii) six (6) firm Aircraft with CAC Id Nos. 159926, 159927, 159928, 159952, 159953 and 159934 from calendar year 2013 to calendar year 2016.

2.2

Predelivery Payments

With respect to the firm Aircraft rescheduled pursuant to Paragraph 2.1, the Predelivery Payments already received by the Seller that would not be due if such Aircraft had originally been scheduled to be delivered on the dates set forth in this Amendment, will be [***].

2.3

[***]

In consideration of [***], and upon execution of this Amendment, [***] in the aggregate total of US $[***] (US dollars — [***]) (the “[***]”), which represents an amount of US $[***] (US dollars — [***]) [***].

3.

DELIVERY SCHEDULE

The delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby deleted and replaced by the following quoted provisions:

QUOTE

CACId 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
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

CACId No.		Rank No.		Aircraft		Delivery
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
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

CACId No.		Rank No.		Aircraft		Delivery
104 419		No. 77		Pre-Amendment No. 16 Aircraft		[***]		2006
41 239		No. 78		Amendment No.16 Firm Aircraft		[***]		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
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
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
104 420		No. 83		Pre-Amendment No. 16 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
69 724		No. 99		Amendment No.16 Firm Aircraft		[***]		2007
96 459		No. 100		Amendment No.16 Firm Aircraft		[***]		2007
104 439		No. 101		Amendment No.16 Firm Aircraft		[***]		2007
104 441		No. 102		Amendment No.16 Firm Aircraft		[***]		2007
41231		No. 103		Amendment No.16 Firm Aircraft		[***]		2007
159 896		No. 104		Amendment No.16 Firm Aircraft		[***]		2008
159 897		No. 105		Amendment No.16 Firm Aircraft		[***]		2008
159 898		No. 106		Amendment No.16 Firm Aircraft		[***]		2008
159 899		No. 107		Amendment No.16 Firm Aircraft		[***]		2008
159 900		No. 108		Amendment No.16 Firm Aircraft		[***]		2008
159 901		No. 109		Amendment No.16 Firm Aircraft		[***]		2008
159 902		No. 110		Amendment No.16 Firm Aircraft		[***]		2008
159 903		No. 111		Amendment No.16 Firm Aircraft		[***]		2008
159 904		No. 112		Amendment No.16 Firm Aircraft		[***]		2008
159 905		No. 113		Amendment No.16 Firm Aircraft		[***]		2008
159 906		No. 114		Amendment No.16 Firm Aircraft		[***]		2008
159 907		No. 115		Amendment No.16 Firm Aircraft		[***]		2008

CACId No.		Rank No.		Aircraft		Delivery
159 913		No. 116		Amendment No.16 Firm Aircraft		[***]		2009
159 914		No. 117		Amendment No.16 Firm Aircraft		[***]		2009
159 915		No. 118		Amendment No.16 Firm Aircraft		[***]		2009
69 723		No. 119		Amendment No.16 Firm Aircraft		[***]		2011
69 725		No. 120		Amendment No.16 Firm Aircraft		[***]		2011
159 919		No. 121		Amendment No.16 Firm Aircraft		[***]		2011
159 908		No. 122		Amendment No.16 Firm Aircraft		[***]		2011
159 942		No. 123		Amendment No.20 Firm Aircraft		[***]		2012
159 943		No. 124		Amendment No.20 Firm Aircraft		[***]		2012
159 950		No. 125		Amendment No.20 Firm Aircraft		[***]		2012
159 951		No. 126		Amendment No.20 Firm Aircraft		[***]		2012
159 923		No. 127		Amendment No.16 Firm Aircraft		[***]		2012
159 924		No. 128		Amendment No.16 Firm Aircraft		[***]		2012
159 925		No. 129		Amendment No.16 Firm Aircraft		[***]		2012
159 939		No. 130		Amendment No.20 Firm Aircraft		Year		2013
159 960		No. 131		Amendment No.20 Firm Aircraft		Year		2013
159 961		No. 132		Amendment No.20 Firm Aircraft		Year		2013
159 962		No. 133		Amendment No.20 Firm Aircraft		Year		2013
159 963		No. 134		Amendment No.20 Firm Aircraft		Year		2013
159 964		No. 135		Amendment No.20 Firm Aircraft		Year		2013
159 965		No. 136		Amendment No.20 Firm Aircraft		Year		2013
159 916		No. 137		Amendment No.16 Firm Aircraft		Year		2014
159 940		No. 138		Amendment No. 20 Firm Aircraft		Year		2014
159 941		No. 139		Amendment No. 20 Firm Aircraft		Year		2014
159 944		No. 140		Amendment No. 20 Firm Aircraft		Year		2014
159 945		No. 141		Amendment No. 20 Firm Aircraft		Year		2014
159 946		No. 142		Amendment No. 20 Firm Aircraft		Year		2014
159 947		No. 143		Amendment No. 20 Firm Aircraft		Year		2014
159 948		No. 144		Amendment No. 20 Firm Aircraft		Year		2014
159 949		No. 145		Amendment No. 20 Firm Aircraft		Year		2014
159 922		No. 146		Amendment No.16 Firm Aircraft		Year		2014
159 954		No. 147		Amendment No. 20 Firm Aircraft		Year		2014
159 955		No. 148		Amendment No. 20 Firm Aircraft		Year		2014
159 956		No. 149		Amendment No. 20 Firm Aircraft		Year		2015
159 957		No. 150		Amendment No. 20 Firm Aircraft		Year		2015
159 958		No. 151		Amendment No. 20 Firm Aircraft		Year		2015
159 959		No. 152		Amendment No. 20 Firm Aircraft		Year		2015

CACId No.		Rank No.		Aircraft		Delivery
159 929		No. 153		Amendment No.16 Firm Aircraft		Year		2015
159 930		No. 154		Amendment No.16 Firm Aircraft		Year		2015
159 931		No. 155		Amendment No.16 Firm Aircraft		Year		2015
159 932		No. 156		Amendment No.16 Firm Aircraft		Year		2015
159 933		No. 157		Amendment No.16 Firm Aircraft		Year		2015
159 920		No. 158		Amendment No. 16 Firm Aircraft		Year		2015
159 921		No. 159		Amendment No. 16 Firm Aircraft		Year		2015
104 440		No. 160		Amendment No. 16 Firm Aircraft		Year		2015
104 442		No. 161		Amendment No.16 Firm Aircraft		Year		2015
159 909		No. 162		Amendment No.16 Firm Aircraft		Year		2015
159 910		No. 163		Amendment No.16 Firm Aircraft		Year		2015
159 911		No. 164		Amendment No.16 Firm Aircraft		Year		2016
159 912		No. 165		Amendment No.16 Firm Aircraft		Year		2016
159 917		No. 166		Amendment No.16 Firm Aircraft		Year		2016
159 918		No. 167		Amendment No.16 Firm Aircraft		Year		2016
159 926		No. 168		Amendment No.16 Firm Aircraft		Year		2016
159 927		No. 169		Amendment No.16 Firm Aircraft		Year		2016
159 928		No. 170		Amendment No.16 Firm Aircraft		Year		2016
159 952		No. 171		Amendment No.20 Firm Aircraft		Year		2016
159 953		No. 172		Amendment No.20 Firm Aircraft		Year		2016
159 934		No. 173		Amendment No.16 Firm Aircraft		Year		2016

CACId No.		Rank No.		Option Aircraft		Delivery
159 980		No. 174		Amendment No.16 Option		[***]		2014
159 981		No. 175		Amendment No.16 Option		[***]		2014
159 982		No. 176		Amendment No.16 Option		[***]		2014
159 983		No. 177		Amendment No.16 Option		[***]		2014
180 973		No. 178		Amendment No.20 Option		[***]		2015
180 974		No. 179		Amendment No.20 Option		[***]		2015
180 975		No. 180		Amendment No.20 Option		[***]		2015
180 976		No. 181		Amendment No.20 Option		[***]		2015

UNQUOTE

4.

ESCALATION

4.1

For the Aircraft identified in Clause 9.1.1 as CAC ID Nos. 159911 and 159912 the escalation provisions set forth in Paragraph 3 of Amendment No. 30 to the Agreement is cancelled and replaced with the following:

“For the Aircraft identified in Clause 9.1.1 of the Agreement as CAC Id No. 159911 and 159912, the escalation provisions set forth in the Agreement shall [***].”

4.2		For the Aircraft identified in Clause 9.1.1 as CAC ID Nos. 159917 and 159918, the escalation provisions set forth in the Agreement shall [***].
4.3		For the Aircraft identified in Clause 9.1.1 as CAC ID Nos. 159926, 159927, 159928, 159952 and 159953 the escalation provisions set forth in Paragraph 4 of Amendment No. 31 to the Agreement is cancelled and replaced with the following:
		“For the Aircraft identified in Clause 9.1.1 of the Agreement as CAC Id No. 159926, 159927, 159928, 159952 and 159953, the escalation provisions set forth in the Agreement shall [***].”
4.4		For the Aircraft identified in Clause 9.1.1 as CAC ID No. 159934 the escalation provisions set forth in Paragraph 4 of Amendment No. 31 to the Agreement is cancelled and replaced with the following:
		“For the Aircraft identified in Clause 9.1.1 of the Agreement as CAC Id No. 159934 the escalation provisions set forth in the Agreement shall [***].”

5.

OTHER CONSIDERATIONS

In consideration of the Seller consenting to defer the Aircraft referred to in Paragraph 2.1 above and additional incentives provided in Paragraph 4 above, the parties hereby terminate and revoke in all regards the Letter Agreement dated April 23, 2003 between the Buyer and the Seller regarding [***], and the Buyer hereby [***].

6.

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 thereof.

7.

CONFIDENTIALITY

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

8.

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 9 will be void and of no force or effect.

9.

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.

JETBLUE AIRWAYS CORPORATION						AIRBUS S.A.S.
By:		Mark D. Powers				By:		Christophe Mourey
Its:		SVP Treasurer				Its:		Vice President Contracts