Exhibit 10.2


 





 


IAE Building


400 Main Street


East Hartford, CT 06108 USA


 


November 19, 2004


 


JetBlue Airways
Corporation


19 Old Kings Highway South, Suite 23


Darien, Connecticut 06820


Attention: Vice President and Treasurer


 


Subject:                                                     Side
Letter No. 18 to the V2500 General Terms of Sale Agreement between JetBlue
Airways Corporation and IAE International Aero Engines AG dated May 4, 1999


 


Dear Tom:


 


We refer to the V2500
General Terms of Sale Agreement between JetBlue Airways Corporation (“JetBlue”)
and IAE International Aero Engines AG (“IAE”) dated May 4, 1999 (the “Agreement”).  Capitalized terms used herein which are not
otherwise defined shall have the same meaning as those given to them in the
Agreement.


 


IAE is pleased to submit
to JetBlue this Side Letter No. 18 to the Agreement in support of JetBlue’s ***
delivery of two (2) Firm Spare Engines originally scheduled for delivery in *** 2005 and *** 2006,
respectively (the “*** Spare
Engines”).  IAE hereby agrees as follows
with respect to such *** Spare
Engines:


 


1.                                       IAE
will make such *** Spare Engines
available to JetBlue *** in *** 2005 and *** 2005, respectively.


 


2.             The
Purchase Price for each such Engine will escalate in accordance with the
Contract to *** 2005, ***% of such Purchase Price with respect
to the first of such *** Spare
Engines, which amount is the ***
of such Purchase Price to the original
scheduled delivery date, and *** 2005,
***% of such Purchase Price with
respect to the second of such *** Spare
Engines, which amount is the *** of
such Purchase Price to the original
scheduled delivery date, but ***.


 










***                           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.


 


IAE PROPRIETARY INFORMATION


 


1





















 


3.                                       These
new *** delivery dates and the correction of
certain information in the prior
delivery schedule shall be reflected in the new JetBlue Aircraft and Spare
Engine delivery schedule set forth as Exhibit B-1 hereto, which schedule shall
replace in its entirety the existing
delivery schedule attached to Side Letter No. 17.


 


Except as expressly amended by this Side Letter No. 18 all provisions
of the Agreement remain in full force and effect.


 


	
  Very truly yours,

  	
   

  	
  Agreed to and Accepted on behalf of:

  
	
  IAE International Aero Engines AG

  	
   

  	
  JetBlue Airways Corporation

  
	
   

  	
   

  	
   

  
	
  /S/ DAVID AVERY

  	
   

  	
   

  	
  /S/ THOMAS E. ANDERSON

  	
   

  
	
  Name: David Avery

  	
   

  	
  Name: Thomas E. Anderson

  
	
   

  	
   

  	
   

  
	
  Chief Financial Officer

  	
   

  	
   

  	
  Senior Vice President

  	
   

  
	
  Title

  	
   

  	
  Title

  
	
  November 22, 2004

  	
   

  	
   

  	
  November 22, 2004

  	
   

  
	
  Date

  	
   

  	
  Date

  



 










***                           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.


 


2





















 


EXHIBIT B-1


 


AIRCRAFT DELIVERY SCHEDULES


 


As of August 2004


 


Glossary Note:


 


•                  Delivered Aircraft are indicated by Italics typeface


 


•                  Existing Firm Aircraft are indicated by
normal typeface


 


•                  Incremental Firm Aircraft are indicated by an
asterisk*


 


•                  2004 Incremental Aircraft, including all 2004
Incremental Aircraft and all Option Aircraft are indicated by bold typeface


 


	
  Rank No.

  	
   

  	
  Aircraft

  	
   

  	
  Delivery

  	
   

  
	
  No. 1

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2000

  	
   

  
	
  No. 2

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2000

  	
   

  
	
  No. 3

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2000

  	
   

  
	
  No. 4

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2000

  	
   

  
	
  No. 5

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2000

  	
   

  
	
  No. 6

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2000

  	
   

  
	
  No. 7

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2001

  	
   

  
	
  No. 8

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2001

  	
   

  
	
  No. 9

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2001

  	
   

  
	
  No. 10

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2001

  	
   

  
	
  No. 11

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2001

  	
   

  
	
  No. 12

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2001

  	
   

  
	
  No. 13

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2001

  	
   

  
	
  No. 14

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
  No. 15

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
  No. 17

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
  No. 17

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
  No. 18

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
  No. 19

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
  No. 20

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
  No. 21

  	
   

  	
  Firm Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
  No. 22

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
  No. 23

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
  No. 24

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
  No. 25

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
  No. 26

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
  No. 27

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  



 










***                           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.


 


3





















 


	
  No. 28

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
  No. 29

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. 30

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
  No. 31

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
  No. 32

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
  No. 33

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
  No. 34

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
  No. 35

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
  No. 36

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
  No. 37

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
  No. 38

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
  No. 39

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
  No. 40

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
  No. 41

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
  No. 42

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
  No. 43

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
  No. 44

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. 45

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004

  	
   

  
	
  No. 46

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004

  	
   

  
	
  No. 47

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004

  	
   

  
	
  No. 48

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004

  	
   

  
	
  No. 49

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004

  	
   

  
	
  No. 50

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004

  	
   

  
	
  No. 51

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004

  	
   

  
	
  No. 52

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004

  	
   

  
	
  No. 53

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004

  	
   

  
	
  No. 54

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004

  	
   

  
	
  No. 55

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004*

  	
   

  
	
  No. 56

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004

  	
   

  
	
  No. 57

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004

  	
   

  
	
  No. 58

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004

  	
   

  
	
  No. 59

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2004*

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. 60

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005

  	
   

  
	
  No. 61

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005

  	
   

  
	
  No. 62

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005*

  	
   

  
	
  No. 63

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005

  	
   

  
	
  No. 64

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005

  	
   

  
	
  No. 65

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005

  	
   

  
	
  No. 66

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005

  	
   

  
	
  No. 67

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005*

  	
   

  
	
  No. 68

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005

  	
   

  
	
  No. 69

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005

  	
   

  



 










***                           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.


 


4





















 


	
  No. 70

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005

  	
   

  
	
  No. 71

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005*

  	
   

  
	
  No. 72

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005

  	
   

  
	
  No. 73

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005

  	
   

  
	
  No. 74

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2005*

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. 75

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006*

  	
   

  
	
  No. 76

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006

  	
   

  
	
  No. 77

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006

  	
   

  
	
  No. 78

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006*

  	
   

  
	
  No. 79

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006*

  	
   

  
	
  No. 80

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006

  	
   

  
	
  No. 81

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006*

  	
   

  
	
  No. 82

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006

  	
   

  
	
  No. 83

  	
   

  	
  Firm Aircraft

  	
   

  	
  *** 2006*

  	
   

  
	
  No. 84

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006*

  	
   

  
	
  No. 85

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006

  	
   

  
	
  No. 86

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006*

  	
   

  
	
  No. 87

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006*

  	
   

  
	
  No. 88

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006

  	
   

  
	
  No. 89

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006*

  	
   

  
	
  No. 90

  	
   

  	
  Firm Aircraft

  	
   

  	
  *** 2006*

  	
   

  
	
  No. 91

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. 92

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007

  	
   

  
	
  No. 93

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007

  	
   

  
	
  No. 94

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007

  	
   

  
	
  No. 95

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007

  	
   

  
	
  No. 96

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007

  	
   

  
	
  No. 97

  	
   

  	
  Firm Aircraft

  	
   

  	
  *** 2007

  	
   

  
	
  No. 98

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007*

  	
   

  
	
  No. 99

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007*

  	
   

  
	
  No. 100

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007*

  	
   

  
	
  No. 101

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007

  	
   

  
	
  No. 102

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007*

  	
   

  
	
  No. 103

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007*

  	
   

  
	
  No. 104

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007*

  	
   

  
	
  No. 105

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007*

  	
   

  
	
  No. 106

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007*

  	
   

  
	
  No. 107

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007*

  	
   

  
	
  No. 108

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  *** 2007*

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. 109

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008*

  	
   

  
	
  No. 110

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008*

  	
   

  
	
  No. 111

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008*

  	
   

  
	
  No. 112

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 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.


 


5





















 


	
  No. 113

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008*

  	
   

  
	
  No. 114

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008*

  	
   

  
	
  No. 115

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008*

  	
   

  
	
  No. 117

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008*

  	
   

  
	
  No. 117

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008*

  	
   

  
	
  No. 118

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008*

  	
   

  
	
  No. 119

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008*

  	
   

  
	
  No. 120

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008*

  	
   

  
	
  No. 121

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008*

  	
   

  
	
  No. 122

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008

  	
   

  
	
  No. 123

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008

  	
   

  
	
  No. 124

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008

  	
   

  
	
  No. 125

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. 126

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009*

  	
   

  
	
  No. 127

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009*

  	
   

  
	
  No. 128

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009*

  	
   

  
	
  No. 129

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009*

  	
   

  
	
  No. 130

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009*

  	
   

  
	
  No. 131

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009*

  	
   

  
	
  No. 132

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009*

  	
   

  
	
  No. 133

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009*

  	
   

  
	
  No. 134

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009*

  	
   

  
	
  No. 135

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009*

  	
   

  
	
  No. 136

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009

  	
   

  
	
  No. 137

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009

  	
   

  
	
  No. 138

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009

  	
   

  
	
  No. 139

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009

  	
   

  
	
  No. 140

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009

  	
   

  
	
  No. 141

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009

  	
   

  
	
  No. 142

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009

  	
   

  
	
  No. 143

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2009

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. 144

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010*

  	
   

  
	
  No. 145

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010*

  	
   

  
	
  No. 146

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010*

  	
   

  
	
  No. 147

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010*

  	
   

  
	
  No. 148

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010*

  	
   

  
	
  No. 149

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010*

  	
   

  
	
  No. 150

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010*

  	
   

  
	
  No. 151

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010*

  	
   

  
	
  No. 152

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010*

  	
   

  
	
  No. 153

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010*

  	
   

  
	
  No. 154

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010

  	
   

  
	
  No. 155

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010

  	
   

  
	
  No. 156

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010

  	
   

  



 


6





















 


	
  No. 157

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010

  	
   

  
	
  No. 158

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010

  	
   

  
	
  No. 159

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010

  	
   

  
	
  No. 160

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010

  	
   

  
	
  No. 161

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2010

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. 162

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2011*

  	
   

  
	
  No. 163

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2011*

  	
   

  
	
  No. 164

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2011*

  	
   

  
	
  No. 165

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2011*

  	
   

  
	
  No. 166

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2011*

  	
   

  
	
  No. 167

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2011*

  	
   

  
	
  No. 168

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2011

  	
   

  
	
  No. 169

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2011

  	
   

  
	
  No. 170

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2011

  	
   

  
	
  No. 171

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2011

  	
   

  
	
  No. 172

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2011

  	
   

  
	
  No. 173

  	
   

  	
  Firm
  Aircraft

  	
   

  	
  Year 2011

  	
   

  



 


2004 Option Aircraft


 


	
  No. 174

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2008

  	
   

  
	
  No. 175

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. 176

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2009

  	
   

  
	
  No. 177

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2009

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. 178

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2010

  	
   

  
	
  No. 179

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2010

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. 180

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2011

  	
   

  
	
  No. 181

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2011

  	
   

  
	
  No. 182

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2011

  	
   

  
	
  No. 183

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2011

  	
   

  
	
  No. 184

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2011

  	
   

  
	
  No. 185

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2011

  	
   

  
	
  No. 186

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2011

  	
   

  
	
  No. 187

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2011

  	
   

  
	
  No. 188

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2011

  	
   

  



 


Option Aircraft to be delivered after December 31, 2011 are subject to
IAE and Airbus

SAS concurrence on extension of the current purchase agreement between the
parties.


 


	
  No. 189

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 190

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 191

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  



 


7





















 


	
  No. 192

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 193

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 194

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 195

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 196

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 197

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 198

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 199

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 200

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 201

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 202

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 203

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 204

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 205

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 206

  	
   

  	
  Option Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 207

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
  No. 208

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2012

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. 209

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  
	
  No. 210

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  
	
  No. 211

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  
	
  No. 212

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  
	
  No. 213

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  
	
  No. 214

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  
	
  No. 215

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  
	
  No. 217

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  
	
  No. 217

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  
	
  No. 218

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  
	
  No. 219

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  
	
  No. 220

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  
	
  No. 221

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  
	
  No. 222

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  
	
  No. 223

  	
   

  	
  Option
  Aircraft

  	
   

  	
  Year 2013

  	
   

  



 


Leased  Aircraft


 


	
  Year

  	
   

  	
  Number

  	
   

  	
  Delivery Dates

  	
   

  
	
  1999

  	
   

  	
  1

  	
   

  	
  (1) ***

  	
   

  
	
  2000

  	
   

  	
  3

  	
   

  	
  (1) ***, (1)
  ***, (1) ***

  	
   

  
	
  2001

  	
   

  	
  4

  	
   

  	
  (1) ***, (2)
  ***, (1) ***

  	
   

  
	
  2003

  	
   

  	
  1

  	
   

  	
  (1) ***

  	
   

  
	
  2004

  	
   

  	
  1

  	
   

  	
  (1) ***

  	
   

  



 










***                           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.


 


8





















 


EXHIBIT A-2


 


PURCHASED ITEMS, PRICE,


 


ESCALATION FORMULA AND DELIVERY


 


As of June 2004


 


	
  Rank

  No.

  	
   

  	
  Purchased Item

  	
   

  	
  Basic Contract

  Price

  U.S. Dollars

  (January 2003)

  	
   

  	
  Qty.

  	
   

  	
  Delivery Date

  	
   

  
	
  1

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/99*

  	
   

  
	
  2

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/00*

  	
   

  
	
  3

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/01*

  	
   

  
	
  4

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/02*

  	
   

  
	
  5

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/02*

  	
   

  
	
  6

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/03*

  	
   

  
	
  7

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/04*

  	
   

  
	
  8

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/05

  	
   

  
	
  9

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/05

  	
   

  
	
  10

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/06

  	
   

  
	
  11

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/06

  	
   

  
	
  12

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/07

  	
   

  
	
  13

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/07

  	
   

  
	
  14

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/07

  	
   

  
	
  15

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/08

  	
   

  
	
  16

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/08

  	
   

  
	
  17

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/08

  	
   

  
	
  18

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/08

  	
   

  
	
  19

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/09

  	
   

  
	
  20

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/09

  	
   

  
	
  21

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/09

  	
   

  
	
  22

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/10

  	
   

  
	
  23

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/10

  	
   

  
	
  24

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/10

  	
   

  
	
  25

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/11

  	
   

  
	
  26

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/11

  	
   

  
	
  27

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/12

  	
   

  
	
  28

  	
   

  	
  V2527-A5
  spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  	
  1

  	
   

  	
  ***/12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  28

  	
   

  	
   

  	
   

  



 










(*Denotes delivered Spare Engines)


 


***                           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





















 




	
  Option Spare Engines

  	
   

  	
   

  	
   

  
	
  V2524-A5
  Spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  
	
  V2527-A5
  Spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  
	
  V2533-A5
  Spare Engine:

  	
   

  	
  $

  	
  ***

  	
   

  






 










***                           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.


 


10