EX-101 INSTANCE DOCUMENT

EX-10.1.X 2 y04224exv10w1wx.htm EX-10.1.X exv10w1wx
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 1st, 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:
 
[***]   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.

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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
 
[***]   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.

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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
 
[***]   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.

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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
 
[***]   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.

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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
 
[***]   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.

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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:
 
[***]   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.

- 7 -


 

    “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.
 
[***]   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.

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    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.
 
[***]   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.

- 9 -


 

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
 
   

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