exv10w17wg






Exhibit 10.17(g)




AMENDMENT No. 7 TO PURCHASE AGREEMENT DCT-025/2003



This Amendment No. 7 to Purchase Agreement DCT-025/2003, dated as of December 14th, 2009
(“Amendment 7”) relates to the Purchase Agreement DCT-025/2003 (“Purchase Agreement”) between
Embraer — Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and JetBlue Airways Corporation
(“Buyer”) dated June 9, 2003 (as amended and supplemented from time to time the “Agreement”). This
Amendment 7 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 7 and the Purchase Agreement, this Amendment 7 shall
control.


WHEREAS, the parties desire to implement certain changes to the Aircraft configuration which caused
[***] Aricraft Basic Price.


WHEREAS, the parties have agreed to modify the delivery schedule of Firm and Options Aircraft.


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




			
	1.	 	CHANGE IN THE AIRCRAFT CONFIGURATION




1.1 New Insulation Flammability Requirement




The Firm Aircraft #[***] Aircraft shall be delivered with new thermal and acoustic insulation
materials according to the FAA operation requirement 14 CFR 121.312 (e)(3) Part (b) for aircraft
manufactured after September 2nd, 2009. There will be [***] of the affected Aircraft as
a result of this modification that must be considered in the Aircraft performance guarantees as
provided in the Purchase Agreement. The Basic Price for the affected Aircraft shall be [***] US$
[***] ([***] United States dollars) [***].


1.2 Aircraft Exterior Finishing




A new paragraph shall be added at the end of Article 3.1 of Attachment A to the Purchase Agreement
as follows:




The fuselage and vertical empennage of Aircraft #[***] shall be painted with a new JetBlue livery
(“New Livery”), provided that [***].




			
	2.	 	AIRCRAFT PRICES




2.1 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 Sytates dollars, the per unit Aircraft Basic Price as
indicated in the table below:





 




			
	[***] 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.





			
	 
	Amendment No. 7 to Purchase Agreement DCT-025/2003
	 	Page 1 of 5






 









 





	 	 	 
	Aircraft #	 	Basic Price ([***])
	1 to 3
	 	US$ [***]
	4
	 	US$ [***]
	7
	 	US$ [***]
	5, 6 and 8 to 12
	 	US$ [***]
	13 to 24
	 	US$ [***]
	25
	 	US$ [***]
	26
	 	US$ [***]
	27
	 	US$ [***]
	28 to 30
	 	US$ [***]
	31 to 34
	 	US$ [***]
	35 to 39, 42 and 43
	 	US$ [***]
	45 and 50
	 	US$ [***]
	51 to 106
	 	US$ [***]
	Exercised Option

[***]
	 	US$ [***]







	3.2	 	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.





	 	 	 
	Option Aircraft #	 	Option Aircraft Basic Price ([***])
	All
	 	US$ [***]







			
	3.	 	DELIVERY




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



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aircraft	 	Delivery	 	Aircraft	 	Delivery	 	Aircraft	 	Delivery	 	Aircraft	 	Delivery
	#	 	Month**	 	#	 	Month**	 	#	 	Month**	 	#	 	Month**
	1
	 	[***]-05
	 	27
	 	[***]-07
	 	53
	 	[***]-11
	 	79
	 	[***]-15
	2
	 	[***]-05
	 	28
	 	[***]-07
	 	54
	 	[***]-12
	 	80
	 	[***]-15
	3
	 	[***]-05
	 	29
	 	[***]-07
	 	55
	 	[***]-12
	 	81
	 	[***]-16
	4
	 	[***]-05
	 	30
	 	[***]-07
	 	56
	 	[***]-12
	 	82
	 	[***]-16







 




			
	[***] 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.





			
	 
	Amendment No. 7 to Purchase Agreement DCT-025/2003
	 	Page 2 of 5






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aircraft	 	Delivery	 	Aircraft	 	Delivery	 	Aircraft	 	Delivery	 	Aircraft	 	Delivery
	#	 	Month**	 	#	 	Month**	 	#	 	Month**	 	#	 	Month**
	5
	 	[***]-05
	 	31
	 	[***]-08
	 	57
	 	[***]-12
	 	83
	 	[***]-16
	6
	 	[***]-05
	 	32
	 	[***]-08
	 	58
	 	[***]-12
	 	84
	 	[***]-16
	7
	 	[***]-05
	 	33
	 	[***]-08
	 	59
	 	[***]-12
	 	85
	 	[***]-16
	8
	 	[***]-05
	 	34
	 	[***]-08
	 	60
	 	[***]-13
	 	86
	 	[***]-16
	9
	 	[***]-06
	 	35
	 	[***]-08
	 	61
	 	[***]-13
	 	87
	 	[***]-16
	10
	 	[***]-06
	 	36
	 	[***]-08
	 	62
	 	[***]-13
	 	88
	 	[***]-16
	11
	 	[***]-06
	 	37
	 	[***]-09
	 	63
	 	[***]-13
	 	89
	 	[***]-17
	12
	 	[***]-06
	 	38
	 	[***]-09
	 	64
	 	[***]-13
	 	90
	 	[***]-17
	13
	 	[***]-06
	 	39
	 	[***]-09
	 	65
	 	[***]-13
	 	91
	 	[***]-17
	14
	 	[***]-06
	 	40[***]
	 	[***]-09
	 	66
	 	[***]-13
	 	92
	 	[***]-17
	15
	 	[***]-06
	 	41[***]
	 	[***]-09
	 	67
	 	[***]-14
	 	93
	 	[***]-17
	16
	 	[***]-06
	 	42
	 	[***]-09
	 	68
	 	[***]-14
	 	94
	 	[***]-17
	17
	 	[***]-06
	 	43
	 	[***]-09
	 	69
	 	[***]-14
	 	95
	 	[***]-17
	18
	 	[***]-06
	 	44[***]
	 	[***]-09
	 	70
	 	[***]-14
	 	96
	 	[***]-17
	19
	 	[***]-06
	 	45
	 	[***]-10
	 	71
	 	[***]-14
	 	97
	 	[***]-18
	20
	 	[***]-06
	 	46
	 	[***]-10
	 	72
	 	[***]-14
	 	98
	 	[***]-18
	21
	 	[***]-06
	 	47
	 	[***]-10
	 	73
	 	[***]-14
	 	99
	 	[***]-18
	22
	 	[***]-06
	 	48
	 	[***]-10
	 	74
	 	[***]-15
	 	100
	 	[***]-18
	23
	 	[***]-06
	 	49
	 	[***]-11
	 	75
	 	[***]-15
	 	101
	 	[***]-18
	24
	 	[***]-07
	 	50
	 	[***]-11
	 	76
	 	[***]-15
	 	102
	 	[***]-18
	25
	 	[***]-07
	 	51
	 	[***]-11
	 	77
	 	[***]-15
	 	103
	 	[***]-18
	26
	 	[***]-07
	 	52
	 	[***]-11
	 	78
	 	[***]-15
	 	104
	 	[***]-18







[***]




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




			
	4.	 	OPTION AIRCRAFT




4.1 The Option Aircraft schedule delivery table in Article 21 of the Purchase Agreement shall be
deleted and replaced as follows:



	 	 	 	 	 	 	 	 	 	 	 
	Group #	 	Option Aircraft #	 	Delivery Month	 	Group #	 	Option Aircraft #	 	Delivery Month
	 
	 	[***]	 	[***]-11	 	[***]	 	[***]	 	[***]-15
	[***]
	 	[***]	 	[***]-11	 	 	 	[***]	 	[***]-15
	 
	 	[***]	 	[***]-11	 	 	 	[***]	 	[***]-15
	 
	 	[***]	 	[***]-11	 	[***]	 	[***]	 	[***]-15
	[***]
	 	[***]	 	[***]-11	 	 	 	[***]	 	[***]-15
	 
	 	[***]	 	[***]-11	 	 	 	[***]	 	[***]-15







 




			
	[***] 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.





			
	 
	Amendment No. 7 to Purchase Agreement DCT-025/2003
	 	Page 3 of 5






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Group #	 	Option Aircraft #	 	Delivery Month	 	Group #	 	Option Aircraft #	 	Delivery Month
	 
	 	[***]	 	[***]-11	 	[***]	 	[***]	 	[***]-15
	[***]
	 	[***]	 	[***]-12	 	 	 	[***]	 	[***]-15
	 
	 	[***]	 	[***]-12	 	 	 	[***]	 	[***]-16
	 
	 	[***]	 	[***]-12	 	[***]	 	[***]	 	[***]-16
	[***]
	 	[***]	 	[***]-12	 	 	 	[***]	 	[***]-16
	 
	 	[***]	 	[***]-12	 	 	 	[***]	 	[***]-16
	 
	 	[***]	 	[***]-12	 	[***]	 	[***]	 	[***]-16
	[***]
	 	[***]	 	[***]-12	 	 	 	[***]	 	[***]-16
	 
	 	[***]	 	[***]-12	 	 	 	[***]	 	[***]-16
	 
	 	[***]	 	[***]-12	 	[***]	 	[***]	 	[***]-16
	[***]
	 	[***]	 	[***]-12	 	 	 	[***]	 	[***]-16
	 
	 	[***]	 	[***]-13	 	 	 	[***]	 	[***]-16
	 
	 	[***]	 	[***]-13	 	[***]	 	[***]	 	[***]-17
	[***]
	 	[***]	 	[***]-13	 	 	 	[***]	 	[***]-17
	 
	 	[***]	 	[***]-13	 	 	 	[***]	 	[***]-17
	 
	 	[***]	 	[***]-13	 	[***]	 	[***]	 	[***]-17
	[***]
	 	[***]	 	[***]-13	 	 	 	[***]	 	[***]17
	 
	 	[***]	 	[***]-13	 	 	 	[***]	 	[***]-17
	 
	 	[***]	 	[***]-13	 	[***]	 	[***]	 	[***]-17
	[***]
	 	[***]	 	[***]-13	 	 	 	[***]	 	[***]-17
	 
	 	[***]	 	[***]-13	 	 	 	[***]	 	[***]-17
	 
	 	[***]	 	[***]-14	 	[***]	 	[***]	 	[***]-17
	[***]
	 	[***]	 	[***]-14	 	 	 	[***]	 	[***]-18
	 
	 	[***]	 	[***]-14	 	 	 	[***]	 	[***]-18
	 
	 	[***]	 	[***]-14	 	[***]	 	[***]	 	[***]-18
	[***]
	 	[***]	 	[***]-14	 	 	 	[***]	 	[***]-18
	 
	 	[***]	 	[***]-14	 	 	 	[***]	 	[***]-18
	 
	 	[***]	 	[***]-14	 	[***]	 	[***]	 	[***]-18
	[***]
	 	[***]	 	[***]-14	 	 	 	[***]	 	[***]-18
	 
	 	[***]	 	[***]-14	 	 	 	[***]	 	[***]-18
	 
	 	[***]	 	[***]-14	 	[***]	 	[***]	 	[***]-18
	[***]
	 	[***]	 	[***]-15	 	 	 	[***]	 	[***]-18
	 
	 	[***]	 	[***]-15	 	 	 	 	 	 








Note: [***] Option Aircraft from the original 100 Option Aircraft [***].


4.2 Article 21.4 of the Purchase Agreement shall be deleted and replaced as follows:




Option Aircraft Exercise: The option to purchase the Option Aircraft shall be exercised in
groups of [***] as indicated in the above Option Aircraft delivery table, no later
than





 




			
	[***] 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.





			
	 
	Amendment No. 7 to Purchase Agreement DCT-025/2003
	 	Page 4 of 5






 









 






(i) [***] months prior to the Contractual Delivery Month of the first Option Aircraft
in each [***] Option Groups [***] and (ii) [***] months prior to
the Contractual Delivery Month of the first Option Aircraft in each [***] Option Group
[***]. The [***] Aircraft [***] Option Aircraft [***].
Buyer shall have the right to [***] the options for any Option Aircraft in any
[***] Option Group.




Exercise of the option to purchase the Option Aircraft shall be accomplished by means of a
written notice from Buyer delivered to Embraer by mail (return receipt requested), express
delivery or facsimile.




In the event an Option Group is not exercised [***] by its [***] as
specified in the preceding paragraph, Buyer shall [***] the Option Aircraft
[***] Option Group.




Starting from Option Group [***], in the event [***] Option Groups
[***], Buyer shall also [***] Option Groups.


All other terms and conditions of the Purchase Agreement, which are not specifically amended by
this Amendment 7, 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 7 to the Purchase Agreement to be effective as of the date first written
above.



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

	 	: /s/ Mauro Kern Junior
	 	 
	 	By
	 	: /s/ Mark D. Powers
	 

	 	 
	 	 	 	 	 	 
	Name

	 	: Mauro Kern Junior
	 	 	 	Name
	 	: Mark D. Powers
	 

	 	 
	 	 	 	 	 	 
	Title

	 	: Executive Vice President
	 	 	 	Title
	 	: SVP Treasurer
	 

	 	 
	 	 	 	 	 	 
	 

	 	Airline Market	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By

	 	: /s/ Eduardo Munhos de Campos	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name

	 	: Eduardo Munhos de Campos	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Title

	 	: Vice-President Contracts	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Airline Market	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date

	 	: 
	 	 	 	Date
	 	: 12/14/09
	 

	 	 
	 	 	 	 	 	 
	Place

	 	:
	 	 	 	Place
	 	: Forest Hills, NY
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Witness

	 	: /s/ Sandra Boelter de Bestos
	 	 	 	Witness
	 	: /s/ James Ferri
	 

	 	 
	 	 	 	 	 	 
	Name

	 	: Sandra Boelter de Bestos
	 	 	 	Name
	 	: James Ferri
	 

	 	 
	 	 	 	 	 	 






 




			
	[***] 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.





			
	 
	Amendment No. 7 to Purchase Agreement DCT-025/2003
	 	Page 5 of 5