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Exhibit 10.4  


 
  AIRBUS    
  


Amendment
No. 14 


to
the A320 Purchase Agreement

Dated as of April 20, 1999 


between



AVSA,
S.A.R.L. 


and



JetBlue
Airways Corporation 


This
Amendment No. 14 (hereinafter referred to as the "Amendment") is entered into as of December __, 2002, between AVSA, S.A.R.L., a société
à responsabilité limitée organized and existing under the laws of the Republic of France, having its registered office located at 2, 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 118-29 Queens Boulevard, 5th Floor, 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 and Amendment No. 13, dated as of
November 22, 2002 is hereinafter called the "Agreement. 


WHEREAS
the Seller and the Buyer have agreed to amend Clause 9 of the Agreement. 






NOW,
THEREFORE, IT IS AGREED AS FOLLOWS 


	1.
	DEFINITIONS



	1.1
	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.
	DELIVERY SCHEDULE



	2.1
	The
Buyer and the Seller agree to advance the delivery date of Firm Aircraft CaC Id 104399 (MSN [***]) from [***] 2003 to
[***] 2003.



	2.2
	As
a consequence of Paragraph 2.1 above, the delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby canceled and replaced by the following quoted
provisions: 



        QUOTE:




	CAC Id No.
	 	Bank No.
	 	Aircraft
 
	 	Delivery
 
	 	 

	41199	 	No. 1	 	Firm Aircraft	 	[***]	 	2000
	41200	 	No. 2	 	Firm Aircraft	 	[***]	 	2000
	41203	 	No. 2	 	Firm Aircraft	 	[***]	 	2000
	41201	 	No. 4	 	Firm Aircraft	 	[***]	 	2000
	41202	 	No. 5	 	Firm Aircraft	 	[***]	 	2000
	41204	 	No. 6	 	Firm Aircraft	 	[***]	 	2000
	

41205	
 	

No. 7	
 	

Firm Aircraft	
 	

[***]	
 	

2001
	41206	 	No. 8	 	Firm Aircraft	 	[***]	 	2001
	41210	 	No. 9	 	Firm Aircraft	 	[***]	 	2001
	41207	 	No. 10	 	Firm Aircraft	 	[***]	 	2001
	41208	 	No. 11	 	Firm Aircraft	 	[***]	 	2001
	41209	 	No. 12	 	Firm Aircraft	 	[***]	 	2001
	41228	 	No. 13	 	Firmly Ordered Option Aircraft	 	[***]	 	2001
	

41211	
 	

No. 14	
 	

Firm Aircraft	
 	

[***]	
 	

2002
	41212	 	No. 15	 	Firm Aircraft	 	[***]	 	2002
	41218	 	No. 16	 	Firm Aircraft	 	[***]	 	2002
	41224	 	No. 17	 	Firmly Ordered Option Aircraft	 	[***]	 	2002
	41227	 	No. 18	 	Firmly Ordered Option Aircraft	 	[***]	 	2002
	41225	 	No. 19	 	Firmly Ordered Option Aircraft	 	[***]	 	2002
	41213	 	No. 20	 	Firm Aircraft	 	[***]	 	2002
	41214	 	No. 21	 	Firm Aircraft	 	[***]	 	2002
	41234	 	No. 22	 	Amendment No. 11 Exercised Option	 	[***]	 	2002
	41215	 	No. 23	 	Firm Aircraft	 	[***]	 	2002
	41216	 	No. 24	 	Firm Aircraft	 	[***]	 	2002
	41217	 	No. 25	 	Firm Aircraft	 	[***]	 	2002
	124965	 	No. 26	 	Amendment No. 12 Exercised Option	 	[***]	 	2002
	41235	 	No. 27	 	Amendment No. 11 Exercised Option	 	[***]	 	2002
	41220	 	No. 28	 	Firm Aircraft	 	[***]	 	2002
	41219	 	No. 29	 	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 of the Securities Exchange Act of 1934, as
amended.









	

41236	
 	

No. 30	
 	

Amendment No. 11 Exercised Option	
 	

[***]	
 	

2003
	104399	 	No. 31	 	New Firm A320 Aircraft	 	[***]	 	2003
	41237	 	No. 32	 	Amendment No. 11 Exercised Option	 	[***]	 	2003
	124966	 	No. 33	 	Amendment No. 12 Exercised Option	 	[***]	 	2003
	41221	 	No. 34	 	Firm Aircraft	 	[***]	 	2003
	41238	 	No. 35	 	Amendment No. 11 Exercised Option	 	[***]	 	2003
	41223	 	No. 36	 	Firm Aircraft	 	[***]	 	2003
	104400	 	No. 37	 	New Firm A320 Aircraft	 	[***]	 	2003
	104401	 	No. 38	 	New Firm A320 Aircraft	 	[***]	 	2003
	41223	 	No. 39	 	Firm Aircraft	 	[***]	 	2003
	104402	 	No. 40	 	New Firm A320 Aircraft	 	[***]	 	2003
	104403	 	No. 41	 	New Firm A320 Aircraft	 	[***]	 	2003
	

41236	
 	

No. 42	
 	

Firmly Ordered Option Aircraft	
 	

[***]	
 	

2004
	111579	 	No. 43	 	Amendment No. 11 Exercised Option	 	[***]	 	2004
	41245	 	No. 44	 	Firmly Ordered Option Aircraft	 	[***]	 	2004
	41246	 	No. 45	 	Firmly Ordered Option Aircraft	 	[***]	 	2004
	41229	 	No. 46	 	Amendment No. 11 Exercised Option	 	[***]	 	2004
	41247	 	No. 47	 	Firmly Ordered Option Aircraft	 	[***]	 	2004
	41248	 	No. 48	 	Firmly Ordered Option Aircraft	 	[***]	 	2004
	104404	 	No. 49	 	New Firm A320 Aircraft	 	[***]	 	2004
	104405	 	No. 50	 	New Firm A320 Aircraft	 	[***]	 	2004
	41230	 	No. 51	 	Amendment No. 11 Exercised Option	 	[***]	 	2004
	104406	 	No. 52	 	New Firm A320 Aircraft	 	[***]	 	2004
	104407	 	No. 53	 	New Firm A320 Aircraft	 	[***]	 	2004
	104408	 	No. 54	 	New Firm A320 Aircraft	 	[***]	 	2004
	

104409	
 	

No. 55	
 	

New Firm A320 Aircraft	
 	

[***]	
 	

2005
	41232	 	No. 56	 	Amendment No. 11 Exercised Option	 	[***]	 	2005
	104410	 	No. 57	 	New Firm A320 Aircraft	 	[***]	 	2005
	104411	 	No. 58	 	New Firm A320 Aircraft	 	[***]	 	2005
	41233	 	No. 59	 	Amendment No. 11 Exercised Option	 	[***]	 	2005
	104412	 	No. 60	 	New Firm A320 Aircraft	 	[***]	 	2005
	104413	 	No. 61	 	New Firm A320 Aircraft	 	[***]	 	2005
	104414	 	No. 62	 	New Firm A320 Aircraft	 	[***]	 	2005
	104415	 	No. 63	 	New Firm A320 Aircraft	 	[***]	 	2005
	104416	 	No. 64	 	New Firm A320 Aircraft	 	[***]	 	2005
	104417	 	No. 65	 	New Firm A320 Aircraft	 	[***]	 	2005
	104418	 	No. 66	 	New Firm A320 Aircraft	 	[***]	 	2005
	

104419	
 	

No. 67	
 	

New Firm A320 Aircraft	
 	

[***]	
 	

2006
	104420	 	No. 68	 	New Firm A320 Aircraft	 	[***]	 	2006
	104421	 	No. 69	 	New Firm A320 Aircraft	 	[***]	 	2006
	104422	 	No. 70	 	New Firm A320 Aircraft	 	[***]	 	2006
	104423	 	No. 71	 	New Firm A320 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 of the Securities Exchange Act of 1934, as
amended.









	

104424	
 	

No. 72	
 	

New Firm A320 Aircraft	
 	

[***]	
 	

2007
	104425	 	No. 73	 	New Firm A320 Aircraft	 	[***]	 	2007
	104426	 	No. 74	 	New Firm A320 Aircraft	 	[***]	 	2007
	104427	 	No. 75	 	New Firm A320 Aircraft	 	[***]	 	2007
	104428	 	No. 76	 	New Firm A320 Aircraft	 	[***]	 	2007
	

41231	
 	

No. 77	
 	

Option Aircraft	
 	

[***]	
 	

2004
	

124967	
 	

No. 78	
 	

Amendment No. 11 Additional Option	
 	

[***]	
 	

2005
	124968	 	No. 79	 	Amendment No. 11 Additional Option	 	[***]	 	2005
	

124959	
 	

No. 80	
 	

Amendment No. 11 Additional Option	
 	

[***]	
 	

2006
	124960	 	No. 81	 	Amendment No. 11 Additional Option	 	[***]	 	2006
	124961	 	No. 82	 	Amendment No. 11 Additional Option	 	[***]	 	2006
	124962	 	No. 83	 	Amendment No. 11 Additional Option	 	[***]	 	2006
	124963	 	No. 84	 	Amendment No. 11 Additional Option	 	[***]	 	2006
	41239	 	No. 85	 	Option Aircraft	 	[***]	 	2006
	41240	 	No. 86	 	Option Aircraft	 	[***]	 	2006
	

41241	
 	

No. 87	
 	

Option Aircraft	
 	

[***]	
 	

2007
	41242	 	No. 88	 	Option Aircraft	 	[***]	 	2007
	41243	 	No. 89	 	Option Aircraft	 	[***]	 	2007
	41244	 	No. 90	 	Option Aircraft	 	[***]	 	2007
	69719	 	No. 91	 	A320 Additional Option Aircraft	 	[***]	 	2007
	69720	 	No. 92	 	A320 Additional Option Aircraft	 	[***]	 	2007
	69721	 	No. 93	 	A320 Additional Option Aircraft	 	[***]	 	2007
	

69722	
 	

No. 94	
 	

A320 Additional Option Aircraft	
 	

[***]	
 	

2008
	69723	 	No. 95	 	A320 Additional Option Aircraft	 	[***]	 	2008
	69724	 	No. 96	 	A320 Additional Option Aircraft	 	[***]	 	2008
	69725	 	No. 97	 	A320 Additional Option Aircraft	 	[***]	 	2008
	96459	 	No. 98	 	A320 Additional Option Aircraft	 	[***]	 	2008
	104439	 	No. 99	 	Incremental A320 Option Aircraft	 	[***]	 	2008
	104440	 	No. 100	 	Incremental A320 Option Aircraft	 	[***]	 	2008
	104441	 	No. 101	 	Incremental A320 Option Aircraft	 	[***]	 	2008
	104442	 	No. 102	 	Incremental A320 Option Aircraft	 	[***]	 	2008
	104443	 	No. 103	 	Incremental A320 Option Aircraft	 	[***]	 	2008
	

124964	
 	

No. 104	
 	

Amendment No. 11 Additional Option	
 	

[***]	
 	

2009





        UNQUOTE



	3.
	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 of the Securities Exchange Act of 1934, as
amended.







	4.
	CONFIDENTIALITY



This
Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the Agreement. 



	5.
	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 5 will be void and of no force or effect. 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers or agents on the dates written below. 



	 	 	AVSA, S.A.R.L.
	

 	
 	

By:	

/s/  MICHELE LASCAUX      
 Michele Lascaux

Its: Director Contracts

Date: December 18, 2002





	JETBLUE AIRWAYS CORPORATION	 
	

By:	

/s/  THOMAS ANDERSON      
 Thomas Anderson

Its: Vice President

Date: December 18, 2002	

 











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