Amendment No. 6 to Letter Agreement DCT-026/2003 between Embraer and JetBlue Airways

Summary

This amendment updates a previous agreement between Embraer and JetBlue Airways, originally signed in 2003. The changes specifically modify Articles 4 and 7 of the original letter agreement, with certain terms being replaced or added. All other terms of the original agreement remain unchanged. The amendment is effective as of July 18, 2008, and is signed by authorized representatives of both companies.

EX-10.3 4 y00353exv10w3.htm EX-10.3: AMENDMENT NO.6 TO EMBRAER LETTER AGREEMENT EX-10.3

Exhibit 10.3

Execution Copy

AMENDMENT No. 6 TO LETTER OF AGREEMENT DCT-026/2003

This Amendment No. 6 to Letter of Agreement DCT-026/2003, dated as of July 18, 2008 (“Amendment 6”) relates to Letter Agreement DCT-026/2003 between 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 “Letter Agreement”). This Amendment 6 is between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment 6 sets forth the further agreement between Embraer and Buyer relative to changes to Articles 4 and 7 of the Letter Agreement. All capitalized terms used in this Amendment 6 and not defined herein shall have the meaning given in the Purchase Agreement, and in case of any conflict between this Amendment 6 and the Letter Agreement, the terms of this Amendment 6 shall control.

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

1. Changes to Article 4 of Letter Agreement

1.1 In the third line of the first paragraph of Article 4.a. of the Letter Agreement the words [***] shall be deleted and replaced by [***].

1.2 Article 4.d of the Letter Agreement shall be deleted and replaced as follows:

“d. [***]

2. Changes to Article 7 of Letter Agreement

A new item 7.1 shall be added at the end of Article 7 to the Letter Agreement as follows:

“7.1 [***]

All other terms and conditions of the Letter Agreement, which are not specifically amended by this Amendment 6, shall remain in full force and effect without any change.

[Signature page follows]


[***]		Represents material which has been redacted and filed separately with the Commission pursuant to the request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 6 to the Letter Agreement to be effective as of the date first written above.



Embraer — Empresa Brasileira de Aeronáutica S.A.		JetBlue Airways Corporation

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

Name:	Artur Coutinho	Name:	Mark D. Powers
Title:	Executive Vice President of Industrial Operations	Title:	Senior Vice President and Treasurer

By:	/s/ José Luís D. Molina

Name:	José Luís D. Molina
Title:	Vice President Contracts Airline Market

Date:	July 18, 2008	Date:	July 18, 2008
Place:	São José Dos Campos, Brasil	Place:	Forest Hills, NY USA

Witness:	/s/ Rinaldo Piubeli Prado	Witness:	/s/ Laura King

Name:	Rinaldo Piubeli Prado	Name:	Laura King