exv10w18wh






Exhibit 10.18(h)




AMENDMENT No. 8 TO LETTER OF AGREEMENT DCT-026/2003



This Amendment No. 8 to Letter of Agreement DCT-026/2003, dated as of December 14th, 2009
(“Amendment 8”) 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
8 is between Embraer and Buyer, collectively referred to herein as the “Parties”.


This Amendment 8 sets forth the further agreement between Embraer and Buyer relative to changes to
Article 7 of the Letter Agreement. All capitalized terms used in this Amendment 8 and not defined
herein shall have the meaning given in the Purchase Agreement, and in case of any conflict between
this Amendment 8 and the Letter Agreement, the terms of this Amendment 8 shall control.


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




			
	1.	 	Changes to Article 7 of Letter Agreement




Article 7.1 of the Letter Agreement shall be deleted and replaced as follows:


[***].




			
	2.	 	Special concession




A new Article 11 shall be added to the Letter Agreement as follows:


11. Termination Rights: Buyer shall have the right to cancel 5 Firm Aircraft provided that (i) the
Contractual Delivery Month of such Aircraft are in 2012 or later, (ii) [***], and (iii)
no more then 2 Aircraft shall be canceled in any one year.




			
	3.	 	[***]




A new Article 12 shall be added to the Letter Agreement as follows:


[***].





 




			
	[***] 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 8 to the LA DCT-026/2003
	 	Page 1 of 2






 









 




All other terms and conditions of the Letter Agreement, which are not specifically amended by
this Amendment 8, 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 8 to the Letter 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 8 to the LA DCT-026/2003
	 	Page 2 of 2