Exhibit 10.33(b)


Exhibit 10.33(b)




AMENDMENT NO. 1


to the A320 Family Aircraft Purchase Agreement


Dated as of October 19, 2011


Between


AIRBUS S.A.S.


And


JETBLUE AIRWAYS CORPORATION




This Amendment No. 1 (hereinafter referred to as the “Amendment”) is entered into as of October 25, 2013 between Airbus S.A.S. a société par actions simplifiée, created and existing under French law, having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”) and JetBlue Airways Corporation, a corporation organized under the laws of Delaware having its principal corporate offices at 27-01 Queens Plaza North, Long Island City, New York 11101 (formerly 118-29 Queens Boulevard, Forest Hills, New York 11375), United States of America (the “Buyer”).


WHEREAS, the Buyer and the Seller entered into an A320 Family Purchase Agreement dated as of October 19, 2011, relating to the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus A320 aircraft, which together with all exhibits, appendices, and letter agreements attached thereto is hereinafter called the “Agreement”.


WHEREAS, the Buyer and the Seller wish to amend the Agreement to reflect the sale by the Seller and purchase by the Buyer of fifteen (15) incremental A321-200 aircraft and twenty (20) incremental A321 NEO aircraft.


WHEREAS, concurrently with the sale and purchase of the Incremental A321 Aircraft and the Incremental A321 NEO Aircraft, the Seller and Buyer wish to further amend the Agreement to (i) convert eight (8) A320 Backlog Aircraft currently scheduled to deliver in calendar year 2017 to A321 Backlog Aircraft, (ii) reschedule one (1) of such newly converted A321 Backlog Aircraft to deliver in 2018 and (iii) convert ten (10) A320 NEO Aircraft to A321 NEO Aircraft.


NOW THEREFORE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, IT IS AGREED AS FOLLOWS:




































131024_CT1303281_JBU_A320F_AMD 1                            Page 1/15





Exhibit 10.33(b)




The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement.  Except as used within quoted text, the terms “herein”, “hereof”, and “hereunder” and words of similar import refer to this Amendment.


1    DEFINITIONS
		
	1.1
	Clause 0 to the Agreement is amended to either modify or add the following defined terms between the words “QUOTE” and “UNQUOTE”.




QUOTE


A321 NEO Airframe - any or all of the A321 NEO Aircraft or Incremental A321 NEO Aircraft, as applicable, excluding the A321 NEO Propulsion System therefor.


Converted A321 Backlog Aircraft - as defined in Clause 3.1 of Amendment No. 1 to this Agreement.   


Converted A321 NEO Aircraft - as defined in Clause 3.2 of Amendment No. 1 to this Agreement.   


Incremental A321 Aircraft - any or all of the fifteen (15) A321-200 model aircraft, as of the date hereof to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the relevant A321 Propulsion System installed thereon.


Incremental A321 NEO Aircraft - any or all of the twenty (20) A321-200 NEO model aircraft, to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the relevant A321 NEO Propulsion System installed thereon.


Irrevocable SCNs - the list of SCNs set forth in Exhibit B4, which are irrevocably part of the A320 NEO specification, as expressly set forth in Exhibit A3.


UNQUOTE


2    SALE AND PURCHASE OF INCREMENTAL AIRCRAFT


		
	2.1
	The Seller shall manufacture, sell and deliver, and the Buyer shall purchase from the Seller and take delivery of, the Incremental A321 Aircraft and Incremental A321 NEO Aircraft, pursuant to the terms and conditions described herein and in the Agreement.




		
	2.2
	The Buyer and the Seller hereby agree that unless otherwise expressly agreed herein, all terms and conditions governing the sale and purchase of A321 Backlog Aircraft under the Agreement will apply to the Incremental A321 Aircraft.




		
	2.3
	The Buyer and the Seller hereby agree that unless otherwise expressly agreed herein, all terms and conditions governing the sale and purchase of A321 NEO Aircraft under the Agreement will apply to the Incremental A321 NEO Aircraft.
















131024_CT1303281_JBU_A320F_AMD 1                            Page 2/15







Exhibit 10.33(b)




		
	2.4
	The Incremental A321 Aircraft and Incremental A321 NEO Aircraft will deliver to the Buyer as set forth in the Amended and Restated Schedule 1 to the Agreement, as defined in Clause 6.2 below.




3    CONVERSIONS


		
	3.1
	The Buyer and the Seller hereby agree to irrevocably convert each of the eight (8) A320 Backlog Aircraft identified with CACiDs 159 922, 159 954, 159 955, 159 921, 104 440, 104 442, 159 909 and 159 910 in the Amended and Restated Schedule 1 to the Agreement to eight (8) additional A321 Backlog Aircraft (the “Converted A321 Backlog Aircraft”) and to reschedule one (1) of such Converted A321 Backlog Aircraft to calendar year 2018 as detailed in the following table.  It is hereby agreed that unless otherwise expressly agreed herein, all terms and conditions governing the sale and purchase of A321 Backlog Aircraft under the Agreement shall apply to the Converted A321 Backlog Aircraft in this Clause 3.1.




	
					
	CACiD
	Original Delivery Schedule
	Revised Delivery Schedule
	Initial Aircraft Type
	New Aircraft Type

	159 922
	2017
	2017
	A320 Backlog Aircraft
	Converted A321 Backlog Aircraft

	159 954
	2017
	2017
	A320 Backlog Aircraft
	Converted A321 Backlog Aircraft

	159 955
	2017
	2017
	A320 Backlog Aircraft
	Converted A321 Backlog Aircraft

	159 921
	2017
	2017
	A320 Backlog Aircraft
	Converted A321 Backlog Aircraft

	104 440
	2017
	2017
	A320 Backlog Aircraft
	Converted A321 Backlog Aircraft

	104 442
	2017
	2017
	A320 Backlog Aircraft
	Converted A321 Backlog Aircraft

	159 909
	2017
	2017
	A320 Backlog Aircraft
	Converted A321 Backlog Aircraft

	159 910
	2017
	2018
	A320 Backlog Aircraft
	Converted A321 Backlog Aircraft






		
	3.2
	In accordance with Paragraph 2.2 of Letter Agreement No. 3, the Buyer and the Seller hereby agree to irrevocably convert ten (10) A320 NEO Aircraft identified in Amended and Restated Schedule 1 with CACiD numbers 402 132, 402 133, 402 134, 402 135, 402 136, 402 137, 402 138, 402 139, 402 140 and 402 141 to ten (10) additional A321 NEO Aircraft (the “Converted A321 NEO Aircraft”) as detailed in the following table.  It is hereby agreed that unless otherwise expressly agreed herein, all terms and conditions governing the sale and purchase of A321 NEO Aircraft under the Agreement will apply to the Converted A321 NEO Aircraft.




	
			
	New 
CACiD No.
	Initial Aircraft Type
	New Aircraft Type

	402 132
	A320 NEO Aircraft
	Converted A321 NEO Aircraft

	402 133
	A320 NEO Aircraft
	Converted A321 NEO Aircraft

	402 134
	A320 NEO Aircraft
	Converted A321 NEO Aircraft

	402 135
	A320 NEO Aircraft
	Converted A321 NEO Aircraft












131024_CT1303281_JBU_A320F_AMD 1                                Page 3/15







Exhibit 10.33(b)






	
			
	402 136
	A320 NEO Aircraft
	Converted A321 NEO Aircraft

	402 137
	A320 NEO Aircraft
	Converted A321 NEO Aircraft

	402 138
	A320 NEO Aircraft
	Converted A321 NEO Aircraft

	402 139
	A320 NEO Aircraft
	Converted A321 NEO Aircraft

	402 140
	A320 NEO Aircraft
	Converted A321 NEO Aircraft

	402 141
	A320 NEO Aircraft
	Converted A321 NEO Aircraft






		
	3.3
	It shall be the Buyer’s sole responsibility to ensure, without any intervention necessary from the Seller, that all of the BFE Suppliers are notified of and accept the conversions set forth in Clauses 3.1 and 3.2 above without the Seller incurring any costs, losses, expenses, additional obligations, penalties, damages or liabilities of any kind by reason of such conversions, and the Buyer will indemnify and hold the Seller harmless against any and all of such costs, losses, expenses, additional obligations, penalties, damages or liabilities so incurred by the Seller.




		
	3.4
	Without prejudice to Clause 3.3, the Buyer shall enter into discussions directly with the A320 Propulsion Systems Manufacturer to amend the relevant propulsion systems agreement(s) in order to reflect the conversions in Clauses 3.1 and 3.2 above and will indemnify and hold the Seller harmless against any and all costs, losses, expenses, obligations, penalties, damages or liabilities so incurred by the Seller in the event that the Buyer fails to perform its obligations as set out under this Clause 3.4.




4    INCREMENTAL AIRCRAFT COMMITMENT FEE


The Seller acknowledges that the Buyer has paid to the Seller [***] incremental aircraft commitment fee in the amount of [***] US dollars (US$[***]) per each Incremental A321 Aircraft and each Incremental A321 NEO Aircraft (the “Incremental Aircraft Commitment Fee”) for an aggregate total of [***] US dollars (US$[***]).   The Incremental Aircraft Commitment Fee for each incremental aircraft will be [***].


5    PRICE


		
	5.1
	The Base Price of the Converted A321 Backlog Airframe and the Base Price of the Incremental A321 Airframe are the same as the Base Price of the A321 Backlog Airframe set forth in Clause 3.1.5 of the Agreement.




		
	5.2
	The Base Price of the Converted A321 NEO Airframe and the Base Price of the Incremental A321 NEO Airframe are the same as the Base Price of the A321 NEO Airframe as set forth in Clause 3.1.11 of the Agreement (as set forth in Paragraph 4.1 of Letter Agreement No. 3).




6    DELIVERY


		
	6.1
	The CACiD for the A321 Backlog Aircraft with aircraft rank number 140 is corrected to read 159 944.




		
	6.2
	Schedule 1 to the Agreement is deleted in its entirety and replaced by the Amended and Restated Schedule 1 (the “Amended and Restated Schedule 1”) attached hereto as Appendix 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.


131024_CT1303281_JBU_A320F_AMD 1                                Page 4/15





Exhibit 10.33(b)




		
	6.3
	For reference purposes only, CACiD numbers are added to the Amended and Restated Schedule 1 for the Aircraft bearing aircraft rank numbers 189 through 198, 203 through 212, 218 through 227, and 233 through 242.




		
	6.4
	All references in the Agreement pertaining to A319 Backlog Aircraft are deleted in their entirety.




7    OTHER AMENDMENTS


7.1    Clause 9.1.1 is deleted in its entirety and replaced by the following quoted text:


QUOTE


		
	9.1.1
	In respect of each Aircraft corresponding to a Scheduled Delivery Year as set forth in Schedule 1, the Seller will provide notification to the Buyer of the Scheduled Delivery Quarter no later than [***].




UNQUOTE


		
	7.2
	Letter Agreement No. 1 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 1 attached hereto.




		
	7.3
	Letter Agreement No. 2 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 2 attached hereto.




		
	74
	Letter Agreement No. 3 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 3 attached hereto.




		
	7.5
	In the last sentence of Paragraph 3 of Letter Agreement No. 4 to the Agreement, the words “Paragraph 8” are deleted and replaced with the words “Paragraph 9”.




		
	7.6
	Letter Agreement No. 6 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 6 attached hereto.




8.    OTHER COMMERCIAL TERMS


		
	8.1
	The Predelivery Payments for the Incremental A321 Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.3 and 2 of Amended and Restated Letter Agreement No. 2 to the Agreement.




		
	8.2
	The Predelivery Payments for the Incremental A321 NEO Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.4 and 2 of Amended and Restated Letter Agreement No. 2 to the Agreement.




		
	8.3
	The Predelivery Payments for the Converted A321 Backlog Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraph 1.3 of Amended and Restated Letter Agreement No. 2 to the Agreement.








____________________________
[***]    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.


131024_CT1303281_JBU_A320F_AMD 1                                Page 5/15













Exhibit 10.33(b)






		
	8.4
	The Predelivery Payments for the Converted A321 NEO Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraph 1.4 of Amended and Restated Letter Agreement No. 2 to the Agreement.




		
	8.5
	The purchase incentives for the Incremental A321 Aircraft are as set forth in Paragraphs 8.1 through 8.3 of Amended and Restated Letter Agreement No. 1 to the Agreement.




		
	8.6
	The purchase incentives for the Converted A321 Backlog Aircraft are as set forth in Paragraphs 3.1 through 3.3 of Amended and Restated Letter Agreement No. 1 to the Agreement.




		
	8.7
	The purchase incentives for the Converted A321 NEO Aircraft and the Incremental A321 NEO Aircraft are as set forth in Paragraphs 6.1 through 6.3 of Amended and Restated Letter Agreement No. 1 to the Agreement.




		
	8.8
	The price preservation applicable to the Converted A321 Backlog Aircraft, the Converted A321 NEO Aircraft, the Incremental A321 Aircraft and the Incremental A321 NEO Aircraft is as set forth in Paragraph 9 of Amended and Restated Letter Agreement No. 1 to the Agreement.




		
	9
	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 contains the entire agreement between the Buyer and the Seller with respect to the subject matter hereof and 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.


This Amendment will become effective upon its execution. 


		
	10
	CONFIDENTIALITY




This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement.


		
	11
	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 Clause 11 will be void and of no force or effect. 


		
	12
	COUNTERPARTS




This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.






131024_CT1303281_JBU_A320F_AMD 1                                Page 6/15













Exhibit 10.33(b)








IN WITNESS WHEREOF, the parties hereto have entered into this Amendment by their respective officers or agents as of the date first above written.


JETBLUE AIRWAYS CORPORATION                AIRBUS S.A.S.






/s/ Mark D. Powers__________                    /s/ John Leahy__________ 
By: Mark D. Powers                        By: John Leahy
		
	Its: EVP Chief Financial Officer
	Its: Chief Operating Officer, Customers


















































































131024_CT1303281_JBU_A320F_AMD 1                                Page 7/15









Exhibit 10.33(b)








APPENDIX I


AMENDED AND RESTATED SCHEDULE I






























Appendix 1
to
Amendment No. 1


Amended and Restated
SCHEDULE 1
























































131024_CT1303281_JBU_A320F_AMD 1    Appendix 1                        Page 8/15





Exhibit 10.33(b)










APPENDIX I


AMENDED AND RESTATED SCHEDULE I
DELIVERY SCHEDULE
	
						
	 
	CACiD No.
	Aircraft Rank No.
	Type
	Scheduled Delivery Month/Quarter
	Scheduled Delivery Year

	1
	159 908
	122
	Group 1 A320 Aircraft
	[***]
	2011

	2
	159 942
	123
	Group 1 A320 Aircraft
	[***]
	2012

	3
	159 943
	124
	Group 1 A320 Aircraft
	[***]
	2012

	4
	159 950
	125
	Group 1 A320 Aircraft
	[***]
	2012

	5
	159 951
	126
	Group 1 A320 Aircraft
	[***]
	2012

	6
	159 923
	127
	Group 1 A320 Aircraft
	[***]
	2012

	7
	159 924
	128
	Group 1 A320 Aircraft
	[***]
	2012

	8
	159 925
	129
	Group 1 A320 Aircraft
	[***]
	2012

	9
	159 939
	130
	A320 Backlog Aircraft
	[***]
	2013

	10
	159 960
	131
	A320 Backlog Aircraft
	[***]
	2013

	11
	159 961
	132
	A320 Backlog Aircraft
	[***]
	2013

	12
	159 962
	133
	A321 Backlog Aircraft
	[***]
	2013

	13
	159 963
	134
	A321 Backlog Aircraft
	[***]
	2013

	14
	159 964
	135
	A321 Backlog Aircraft
	[***]
	2013

	15
	159 965
	136
	A321 Backlog Aircraft
	[***]
	2013

	16
	159 916
	137
	A321 Backlog Aircraft
	[***]
	2014

	17
	159 940
	138
	A321 Backlog Aircraft
	[***]
	2014




































___________________________
[***]    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.




131024_CT1303281_JBU_A320F_AMD 1    Appendix 1                        Page 9/15



















Exhibit 10.33(b)




APPENDIX I


AMENDED AND RESTATED SCHEDULE I
	
						
	 
	CACiD No.
	Aircraft Rank No.
	Type
	Scheduled Delivery Month/Quarter
	Scheduled Delivery Year

	18
	159 941
	139
	A321 Backlog Aircraft
	[***]
	2014

	19
	159 944
	140
	A321 Backlog Aircraft
	[***]
	2014

	20
	159 945
	141
	A321 Backlog Aircraft
	[***]
	2014

	21
	159 946
	142
	A321 Backlog Aircraft
	[***]
	2014

	22
	159 947
	143
	A321 Backlog Aircraft
	[***]
	2014

	23
	159 948
	144
	A321 Backlog Aircraft
	[***]
	2014

	24
	159 949
	145
	A321 Backlog Aircraft
	[***]
	2014

	25
	159 956
	146
	A321 Backlog Aircraft
	[***]
	2015

	26
	159 957
	147
	A321 Backlog Aircraft
	[***]
	2015

	27
	159 958
	148
	A321 Backlog Aircraft
	[***]
	2015

	28
	159 959
	149
	A321 Backlog Aircraft
	[***]
	2015

	29
	159 929
	150
	A321 Backlog Aircraft
	[***]
	2015

	30
	159 930
	151
	A321 Backlog Aircraft
	[***]
	2015

	31
	159 931
	152
	A321 Backlog Aircraft
	[***]
	2015

	32
	159 932
	153
	A321 Backlog Aircraft
	[***]
	2015

	33
	159 933
	154
	A321 Backlog Aircraft
	[***]
	2015

	34
	 
	155
	Incremental A321 Aircraft
	[***]
	2015










___________________________
[***]    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.




131024_CT1303281_JBU_A320F_AMD 1    Appendix 1                        Page 10/15















Exhibit 10.33(b)




APPENDIX I
AMENDED AND RESTATED SCHEDULE 1
	
						
	 
	CACiD No.
	Aircraft Rank No.
	Type
	Scheduled Delivery Month/Quarter
	Scheduled Delivery Year

	35
	159 920
	156
	A321 Backlog Aircraft
	[***]
	2015

	36
	 
	157
	Incremental A321 Aircraft
	[***]
	2015

	37
	159 911
	158
	A321 Backlog Aircraft
	Year
	2016

	38
	159 912
	159
	A321 Backlog Aircraft
	Year
	2016

	39
	159 917
	160
	A321 Backlog Aircraft
	Year
	2016

	40
	159 918
	161
	A321 Backlog Aircraft
	Year
	2016

	41
	159 926
	162
	A321 Backlog Aircraft
	Year
	2016

	42
	159 927
	163
	A321 Backlog Aircraft
	Year
	2016

	43
	159 928
	164
	A321 Backlog Aircraft
	Year
	2016

	44
	159 952
	165
	A320 Backlog Aircraft
	Year
	2016

	45
	159 953
	166
	A320 Backlog Aircraft
	Year
	2016

	46
	159 934
	167
	A320 Backlog Aircraft
	Year
	2016

	47
	 
	168
	Incremental A321 Aircraft
	Year
	2016

	48
	 
	169
	Incremental A321 Aircraft
	Year
	2016

	49
	 
	170
	Incremental A321 Aircraft
	Year
	2016

	50
	 
	171
	Incremental A321 Aircraft
	Year
	2016

	51
	 
	172
	Incremental A321 Aircraft
	Year
	2016








___________________________
[***]    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.




131024_CT1303281_JBU_A320F_AMD 1    Appendix 1                        Page 11/15















Exhibit 10.33(b)




APPENDIX 1


AMENDED AND RESTATED SCHEDULE 1


	
						
	 
	CACiD No.
	Aircraft Rank No.
	Type
	Scheduled Delivery Month/Quarter
	Scheduled Delivery Year

	52
	159 922
	173
	Converted A321 Backlog Aircraft
	Year
	2017

	53
	159 954
	174
	Converted A321 Backlog Aircraft
	Year
	2017

	54
	159 955
	175
	Converted A321 Backlog Aircraft
	Year
	2017

	55
	159 921
	176
	Converted A321 Backlog Aircraft
	Year
	2017

	56
	104 440
	177
	Converted A321 Backlog Aircraft
	Year
	2017

	57
	104 442
	178
	Converted A321 Backlog Aircraft
	Year
	2017

	58
	159 909
	179
	Converted A321 Backlog Aircraft
	Year
	2017

	59
	 
	180
	Incremental A321 Aircraft
	Year
	2017

	60
	 
	181
	Incremental A321 Aircraft
	Year
	2017

	61
	 
	182
	Incremental A321 Aircraft
	Year
	2017

	62
	 
	183
	Incremental A321 Aircraft
	Year
	2017

	63
	 
	184
	Incremental A321 Aircraft
	Year
	2017

	64
	 
	185
	Incremental A321 Aircraft
	Year
	2017

	65
	 
	186
	Incremental A321 Aircraft
	Year
	2017

	66
	 
	187
	Incremental A321 Aircraft
	Year
	2017

	67
	159 910
	188
	Converted A321 Backlog Aircraft
	Year
	2018

	68
	402 127
	189
	A320 NEO Aircraft
	Year
	2018

	69
	402 128
	190
	A320 NEO Aircraft
	Year
	2018

	70
	402 129
	191
	A320 NEO Aircraft
	Year
	2018


































131024_CT1303281_JBU_A320F_AMD 1    Appendix 1                        Page 12/15











Exhibit 10.33(b)






APPENDIX 1


AMENDED AND RESTATED SCHEDULE 1
	
						
	 
	CACiD No.
	Aircraft Rank No.
	Type
	Scheduled Delivery Month/Quarter
	Scheduled Delivery Year

	71
	402 130
	192
	A320 NEO Aircraft
	Year
	2018

	72
	402 131
	193
	A320 NEO Aircraft
	Year
	2018

	73
	402 132
	194
	Converted A321 NEO Aircraft
	Year
	2018

	74
	402 133
	195
	Converted A321 NEO Aircraft
	Year
	2018

	75
	402 134
	196
	Converted A321 NEO Aircraft
	Year
	2018

	76
	402 135
	197
	Converted A321 NEO Aircraft
	Year
	2018

	77
	402 136
	198
	Converted A321 NEO Aircraft
	Year
	2018

	78
	 
	199
	Incremental A321 NEO Aircraft
	Year
	2018

	79
	 
	200
	Incremental A321 NEO Aircraft
	Year
	2018

	80
	 
	201
	Incremental A321 NEO Aircraft
	Year
	2018

	81
	 
	202
	Incremental A321 NEO Aircraft
	Year
	2018

	82
	402 137
	203
	Converted A321 NEO Aircraft
	Year
	2019

	83
	402 138
	204
	Converted A321 NEO Aircraft
	Year
	2019

	84
	402 139
	205
	Converted A321 NEO Aircraft
	Year
	2019

	85
	402 140
	206
	Converted A321 NEO Aircraft
	Year
	2019

	86
	402 141
	207
	Converted A321 NEO Aircraft
	Year
	2019

	87
	 
	208
	Incremental A321 NEO Aircraft
	Year
	2019

	88
	 
	209
	Incremental A321 NEO Aircraft
	Year
	2019

	89
	 
	210
	Incremental A321 NEO Aircraft
	Year
	2019

	90
	 
	211
	Incremental A321 NEO Aircraft
	Year
	2019

	91
	 
	212
	Incremental A321 NEO Aircraft
	Year
	2019

	92
	 
	213
	Incremental A321 NEO Aircraft
	Year
	2019














































131024_CT1303281_JBU_A320F_AMD 1    Appendix 1                        Page 13/15




APPENDIX 1





Exhibit 10.33(b)




APPENDIX 1


AMENDED AND RESTATED SCHEDULE 1
	
						
	 
	CACiD No.
	Aircraft Rank No.
	Type
	Scheduled Delivery Month/Quarter
	Scheduled Delivery Year

	93
	 
	214
	Incremental A321 NEO Aircraft
	Year
	2019

	94
	 
	215
	Incremental A321 NEO Aircraft
	Year
	2019

	95
	 
	216
	Incremental A321 NEO Aircraft
	Year
	2019

	96
	 
	217
	Incremental A321 NEO Aircraft
	Year
	2019

	97
	 
	218
	Incremental A321 NEO Aircraft
	Year
	2020

	98
	 
	219
	Incremental A321 NEO Aircraft
	Year
	2020

	99
	 
	220
	Incremental A321 NEO Aircraft
	Year
	2020

	100
	 
	221
	Incremental A321 NEO Aircraft
	Year
	2020

	101
	 
	222
	Incremental A321 NEO Aircraft
	Year
	2020

	102
	 
	223
	Incremental A321 NEO Aircraft
	Year
	2020

	103
	402 142
	224
	A320 NEO Aircraft
	Year
	2020

	104
	402 143
	225
	A320 NEO Aircraft
	Year
	2020

	105
	402 144
	226
	A320 NEO Aircraft
	Year
	2020

	106
	402 145
	227
	A320 NEO Aircraft
	Year
	2020

	107
	402 146
	228
	A320 NEO Aircraft
	Year
	2020

	108
	402 147
	229
	A320 NEO Aircraft
	Year
	2020

	109
	402 148
	230
	A320 NEO Aircraft
	Year
	2020

	110
	402 149
	231
	A320 NEO Aircraft
	Year
	2020

	111
	402 150
	232
	A320 NEO Aircraft
	Year
	2020

	112
	402 151
	233
	A320 NEO Aircraft
	Year
	2021

	113
	402 152
	234
	A320 NEO Aircraft
	Year
	2021

	114
	402 153
	235
	A320 NEO Aircraft
	Year
	2021

	115
	402 154
	236
	A320 NEO Aircraft
	Year
	2021

	116
	402 155
	237
	A320 NEO Aircraft
	Year
	2021

	117
	402 156
	238
	A320 NEO Aircraft
	Year
	2021


















131024_CT1303281_JBU_A320F_AMD 1    Appendix 1                        Page 14/15













Exhibit 10.33(b)






APPENDIX 1


AMENDED AND RESTATED SCHEDULE 1


	
						
	 
	CACiD No.
	Aircraft Rank No.
	Type
	Scheduled Delivery Month/Quarter
	Scheduled Delivery Year

	118
	402 157
	239
	A320 NEO Aircraft
	Year
	2021

	119
	402 158
	240
	A320 NEO Aircraft
	Year
	2021

	120
	402 159
	241
	A320 NEO Aircraft
	Year
	2021

	121
	402 160
	242
	A320 NEO Aircraft
	Year
	2021

	122
	402 161
	243
	A320 NEO Aircraft
	Year
	2021

	123
	402 162
	244
	A320 NEO Aircraft
	Year
	2021

	124
	402 163
	245
	A320 NEO Aircraft
	Year
	2021

	125
	402 164
	246
	A320 NEO Aircraft
	Year
	2021

	126
	402 165
	247
	A320 NEO Aircraft
	Year
	2021

	127
	402 166
	248
	A320 NEO Aircraft
	Year
	2021








































































131024_CT1303281_JBU_A320F_AMD 1    Appendix 1                        Page 15/15









Exhibit 10.33(b)






AMENDED AND RESTATED
LETTER AGREEMENT NO. 1
As of October 25, 2013
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101
Re: PURCHASE INCENTIVES
Dear Ladies and Gentlemen,
JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended and Restated Letter Agreement No. 1 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
WITNESSETH:
WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 1 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).
WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to incorporate relevant amendments to such Original Letter Agreement into a single document.
NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:


























131024_CT1303281_JBU_A320F_Amended & Restated LA1                            LA1 - 1 of 12
14843562.2









Exhibit 10.33(b)






1.    INTENTIONALLY LEFT BLANK
2.    A320 BACKLOG AIRCRAFT (Excluding Group 1 A320 Aircraft)
		
	2.1
	In respect of each A320 Backlog Aircraft (excluding Group 1 A320 Aircraft) that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “A320 Backlog Aircraft Credit Memoranda”):


[***]
		
	2.2
	The A320 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.


		
	2.3
	The A320 Backlog Aircraft Credit Memoranda will be [***] of each A320 Backlog Aircraft that is sold by the Seller and purchased by the Buyer. The A320 Backlog Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A320 Backlog Aircraft, the A320 Backlog Aircraft Credit Memoranda will be [***] of the A320 Backlog Aircraft.


3.    A321 BACKLOG AIRCRAFT and CONVERTED A321 BACKLOG AIRCRAFT
		
	3.1
	In respect of each A321 Backlog Aircraft and each Converted A321 Backlog Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “A321 Backlog Aircraft Credit Memoranda”):


[***]
		
	3.2
	The A321 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.


		
	3.3
	The A321 Backlog Aircraft Credit Memoranda will be [***] of each A321 Backlog Aircraft and each Converted A321 Backlog Aircraft that is sold by the Seller and purchased by the Buyer. The A321 Backlog Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A321 Backlog Aircraft or Converted A321 Backlog Aircraft, the A321 Backlog Aircraft Credit Memoranda will be [***] of the A321 Backlog Aircraft or [***] of the Converted A321 Backlog Aircraft, as applicable.


4.    A319 NEO AIRCRAFT
		
	4.1
	In respect of each A319 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A319 NEO Aircraft Credit Memoranda”):


[***]


____________________________ 
		
	[***] 
	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.


131024_CT1303281_JBU_A320F_Amended & Restated LA1                            LA1 - 2 of 12









Exhibit 10.33(b)




		
	4.2
	The A319 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.


		
	4.3
	The A319 NEO Aircraft Credit Memoranda will be [***] of each A319 NEO Aircraft. The A319 NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A319 NEO Aircraft, the A319 NEO Aircraft Credit Memoranda will be [***] of the A319 NEO Aircraft.


5.    A320 NEO AIRCRAFT
		
	5.1
	In respect of each A320 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A320 NEO Aircraft Credit Memoranda”):


[***]
		
	5.2
	The A320 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.


		
	5.3
	The A320 NEO Aircraft Credit Memoranda will [***] of each A320 NEO Aircraft. The A320 NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A320 NEO Aircraft, the A320 NEO Aircraft Credit Memoranda will be [***] of the A320 NEO Aircraft.


6.    A321 NEO AIRCRAFT, CONVERTED A321 NEO AIRCRAFT AND INCREMENTAL A321 NEO AIRCRAFT
		
	6.1
	In respect of each A321 NEO Aircraft, Converted A321 NEO Aircraft and each Incremental A321 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A321 NEO Aircraft Credit Memoranda”):


[***]
		
	6.2
	The A321 NEO Aircraft Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.


		
	6.3
	The A321 NEO Credit Memoranda will be [***] of each A321 NEO Aircraft, each Converted A321 NEO Aircraft, and each Incremental A321 NEO Aircraft. The A321 NEO Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of the relevant Aircraft, the A321 NEO Aircraft Credit Memoranda will be [***] of such Aircraft.


7.    GROUP 1 A320 AIRCRAFT
		
	7.1
	In respect of each Group 1 A320 Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “Group 1 Aircraft Credit Memoranda”):


____________________________ 
		
	[***] 
	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.


131024_CT1303281_JBU_A320F_Amended & Restated LA1                            LA1 - 3 of 12









Exhibit 10.33(b)






[***]
		
	7.2
	The Group 1 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.


		
	7.3
	The Group 1 Aircraft Credit Memoranda will be [***] of each Group 1 A320 Aircraft that is sold by the Seller and purchased by the Buyer. The Group 1 Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of a Group 1 A320 Aircraft, the Group 1 Aircraft Credit Memoranda will be [***] of the Group 1 A320 Aircraft.


8.    INCREMENTAL A321 AIRCRAFT
		
	8.1
	In respect of each Incremental A321 Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “Incremental A321 Aircraft Credit Memoranda”):


[***]
		
	8.2
	The Incremental A321 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.


		
	8.3
	The Incremental A321 Aircraft Credit Memoranda will be [***] of each Incremental A321 Aircraft that is sold by the Seller and purchased by the Buyer. The Incremental A321 Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an Incremental A321 Aircraft, the Incremental A321 Aircraft Credit Memoranda will be [***] of the Incremental A321 Aircraft.


9.    [***]


10.    [***]
 
11.    [***]
 
12.    [***]
 




_________________________
[***]    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.


131024_CT1303281_JBU_A320F_Amended & Restated LA1                            LA1 - 4 of 12





Exhibit 10.33(b)






13.    [***]
 
14.    [***]
 
15.    [***]


16.    [***]
 
17.    [***]
 
18.    [***]
 
19.    [***]
 
20.    [***]
 
21.    [***]
 
22.    ADMINISTRATION OF CREDITS
[***]
The above amounts are stated at delivery conditions prevailing in [***] and will be adjusted to the date of the respective availability in accordance with the Seller Price Revision Formula, as amended by Paragraph 9 of this Letter Agreement.
23.    ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted 
_________________________
[***]    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.


131024_CT1303281_JBU_A320F_Amended & Restated LA1                            LA1 - 5 of 12





Exhibit 10.33(b)










assignment or transfer in contravention of the provisions of this Paragraph 23 will be void and of no force or effect.
24.    CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.
25.    COUNTERPARTS
This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.
Very truly yours,
AIRBUS S.A.S. 
    
/s/ John Leahy_____________________
    
By: John Leahy
Its: Chief Operating Officer, Customers
Accepted and Agreed
JETBLUE AIRWAYS CORPORATION


/s/ Mark D. Powers_________________


By: Mark D. Powers
Its: EVP Chief Financial Officer


























131024_CT1303281_JBU_A320F_Amended & Restated LA1                            LA1 - 6 of 12









Exhibit 10.33(b)




AMENDED AND RESTATED
LETTER AGREEMENT NO. 2


As of October 25, 2013


JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101




Re: PAYMENTS


Dear Ladies and Gentlemen,


JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011  (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of even date herewith  the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.  The Buyer and the Seller have agreed to set forth in this Amended and Restated Letter Agreement No. 2 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.  Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement.  The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


WITNESSETH:


WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 2 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).


WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to incorporate relevant amendments to such Original Letter Agreement into a single document.


NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:


























131024_CT1303281_JBU_A320F_Amended and Restated LA2                    LA2 - 1 of 9







Exhibit 10.33(b)




		
	1
	PREDELIVERY PAYMENTS 




		
	1.1
	For Backlog Aircraft (excluding Incremental A321 Aircraft and Converted A321 Backlog Aircraft), Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:




QUOTE


		
	5.3.2
	The Predelivery Payment Reference Price for a Backlog Aircraft to be delivered [***] is determined in accordance with the following formula:




[***].


		
	5.3.3
	Predelivery Payments will be paid according to the following schedule.




	
			
	Payment Date
	Percentage of Predelivery Payment
Reference Price

	 
	 

	1st Payment 
	[***]
	[***]

	2nd Payment
	[***]
	[***]

	3rd Payment
	[***]
	[***]

	______________________________________________________

	TOTAL PAYMENT PRIOR TO DELIVERY 
	[***]






In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement. 


UNQUOTE


		
	1.2
	For NEO Aircraft (excluding Incremental A321 NEO Aircraft and Converted A321 NEO Aircraft), Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:




QUOTE


5.3.2    The Predelivery Payment Reference Price for a NEO Aircraft to be delivered [***] is determined in accordance with the following formula:


[***]




5.3.3    Predelivery Payments will be paid according to the following schedule.


______________________________ 
[***]    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.


131024_CT1303281_JBU_A320F_Amended and Restated LA2                        LA2 - 2 of 9







Exhibit 10.33(b)










	
			
	Payment Date
	Percentage of Predelivery Payment
Reference Price

	 
	 

	1st Payment 
	[***]
	[***]

	2nd Payment
	[***]
	[***]

	3rd Payment
	[***]
	[***]

	______________________________________________________

	TOTAL PAYMENT PRIOR TO DELIVERY 
	[***]






In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement. 


UNQUOTE


		
	1.3
	For Incremental A321 Aircraft and Converted A321 Backlog Aircraft, Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:




QUOTE


		
	5.3.2
	The Predelivery Payment Reference Price for an Incremental A321 Aircraft or a Converted A321 Backlog Aircraft to be delivered [***] is determined in accordance with the following formula:




[***]


		
	5.3.3
	Predelivery Payments will be paid according to the following schedule.




	
			
	Payment Date
	Percentage of Predelivery Payment
Reference Price

	 
	 

	1st Payment 
	[***]
	[***]

	2nd Payment
	[***]
	[***]

	3rd Payment
	[***]
	[***]

	______________________________________________________

	TOTAL PAYMENT PRIOR TO DELIVERY 
	[***]






______________________________ 
[***]    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.


131024_CT1303281_JBU_A320F_Amended and Restated LA2                        LA2 - 3 of 9





Exhibit 10.33(b)








In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement. 


UNQUOTE


		
	1.4
	For Incremental A321 NEO Aircraft and Converted A321 NEO Aircraft, Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:




QUOTE


5.3.2    The Predelivery Payment Reference Price for an Incremental A321 NEO Aircraft or a Converted A321 NEO Aircraft to be delivered [***] is determined in accordance with the following formula:


[***]


5.3.3    Predelivery Payments will be paid according to the following schedule.


	
			
	Payment Date
	Percentage of Predelivery Payment
Reference Price

	 
	 

	1st Payment 
	[***]
	[***]

	2nd Payment
	[***]
	[***]

	3rd Payment
	[***]
	[***]

	______________________________________________________

	TOTAL PAYMENT PRIOR TO DELIVERY 
	[***]






In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement. 


UNQUOTE


		
	2.
	[***]




Clause 5.3.5 with the following quoted text is added to the Agreement:


QUOTE


[***]


______________________________ 
[***]    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.


131024_CT1303281_JBU_A320F_Amended and Restated LA2                        LA2 - 4 of 9





Exhibit 10.33(b)








As used herein:  


(i)    [***]


(ii)    "Business Day" shall mean any day which is not a Saturday or a Sunday and which is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in New York, New York, or London, England and


(iii)    [***]


UNQUOTE


3    BACKLOG AIRCRAFT [***]


The Buyer and the Seller acknowledge that the Buyer [***] in accordance with the terms and conditions set forth in Paragraph 2 of this Letter Agreement. 


		
	4
	ASSIGNMENT




Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 4 will be void and of no force or effect. 


		
	5
	CONFIDENTIALITY




This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.


		
	6
	COUNTERPARTS




This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
































______________________________ 
[***]    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.


131024_CT1303281_JBU_A320F_Amended and Restated LA2                        LA2 - 5 of 9







Exhibit 10.33(b)
















If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.


Very truly yours,


AIRBUS S.A.S.


 /s/ John Leahy___________________




By:  John Leahy
Its: Chief Operating Officer, Customers




Accepted and Agreed


JETBLUE AIRWAYS CORPORATION


 /s/ Mark D. Powers__________________


By: Mark D. Powers
Its: EVP Chief Financial Officer




















































131024_CT1303281_JBU_A320F_Amended and Restated LA2                        LA2 - 6 of 9













Exhibit 10.33(b)










AMENDED AND RESTATED
LETTER AGREEMENT NO. 3


As of October 25, 2013


JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101




Re: [***]


Dear Ladies and Gentlemen,


JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.  The Buyer and the Seller have agreed to set forth in this Amended and Restated Letter Agreement No. 3 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.  Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement.  The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.


Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.


WITNESSETH:


WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 3 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).


WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to incorporate relevant amendments to such Original Letter Agreement into a single document.


NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY 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.


131024_CT1303281_JBU_A320F_Amended and Restated LA3                        LA3 - 1 of 15




1    DEFINITIONS 


Clause 0 to the Agreement is amended to either modify or add the following defined terms between the words “QUOTE” and “UNQUOTE”:
    
QUOTE


A319 Aircraft - an Airbus A319-100 model aircraft firmly ordered under this Agreement including the A319 Airframe, the A319 Propulsion System, and any part, component, furnishing or equipment installed on the A319 Aircraft on Delivery.


A319 Airframe - any A319 Aircraft, excluding A319 Propulsion System therefor.


A319 NEO Aircraft - any or all of the A319 Aircraft that have been [***] pursuant to this Agreement together with all components, equipment, parts and accessories installed in or on such aircraft and the A319 NEO Propulsion System installed thereon upon Delivery.  


A319 NEO Propulsion System - as defined in Clause 2.3.6, as set forth in Paragraph 3.2 of Letter Agreement No. 3.


A319 Propulsion System - as defined in Clause 2.3.5, as set forth in Paragraph 3.2 of Letter Agreement No. 3.


A319 Specification -  either (a) the A319 Standard Specification if no SCNs are applicable or (b) if SCNs are issued, the A319 Standard Specification as amended by all applicable SCNs. 


A319 Standard Specification - the A319 standard specification document number J.000.01000, Issue 7, dated June 20, 2011, which includes a maximum take-off weight (MTOW) of [***] metric tons, a maximum landing weight (MLW) of [***] metric tons and a maximum zero fuel weight (MZFW) of [***] metric tons, a copy of which is annexed as Appendix 1.  


A321 Backlog Aircraft - any or all of the remaining thirty (30), of the fifty-two (52) A320-200 model aircraft originally to be sold by the Seller and purchased by the Buyer pursuant to the Original Agreement, as of the date hereof to be sold by the Seller and purchased by the Buyer pursuant to this Agreement as A321-200 model aircraft, and any [***] pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the relevant A321 Propulsion System installed thereon.


A321 NEO Aircraft - any or all of the A321 aircraft that have been [***] pursuant to this Agreement together with all components, equipment, parts and accessories installed in or on such aircraft and the A321 NEO Propulsion System installed thereon upon Delivery.  For the sake of clarity, A321 NEO Aircraft includes the Converted A321 NEO Aircraft and the Incremental A321 NEO Aircraft.


A321 NEO Propulsion System - as defined in Clause 2.3.4, as set forth in Paragraph 3.2 of Letter Agreement No. 3.




______________________________ 
[***]    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.


131024_CT1303281_JBU_A320F_Amended and Restated LA3                        LA3 - 2 of 15





Exhibit 10.33(b)












Aircraft - individually or collectively, the Group 1 A320 Aircraft, the A319 NEO Aircraft, the A320 Backlog Aircraft, the A320 NEO Aircraft, the A321 Backlog Aircraft,  the A321 NEO Aircraft, the Converted A321 Backlog Aircraft, the Converted A321 NEO Aircraft, the Incremental A321 Aircraft and the Incremental A321 NEO Aircraft, as applicable.


Airframe - as applicable, the A319 Airframe, the A320 Airframe or the A321 Airframe. 


Backlog Aircraft - the A320 Backlog Aircraft and the A321 Backlog Aircraft.


Base Price of the Airframe - the Base Price of the A319 NEO Airframe, the Base Price of the A320 Backlog Airframe, the Base Price of A320 NEO Airframe, the Base Price of the A321 Backlog Airframe, the Base Price of the A321 NEO Airframe, the Base Price of the Group 1 A320 Airframe, the Base Price of the Incremental A321 Airframe, the Base Price of the Incremental A321 NEO Airframe, the Base Price of the Converted A321 Airframe or the Base Price of the Converted A321 NEO Airframe, as applicable.


Base Price of the A319 NEO Airframe - as defined in Paragraph 4 herein.


Base Price of the A321 NEO Airframe - as defined in Paragraph 4 herein.


Base Price of the Group 1 A320 Airframe - as defined in Paragraph 4 herein.


Base Price of the Converted A321 Backlog Airframe - as defined in Paragraph 4 herein.


Base Price of the Converted A321 NEO Airframe - as defined in Paragraph 4 herein.


Base Price of the Incremental A321 Airframe - as defined in Paragraph 4 herein.


Base Price of the Incremental A321 NEO Airframe - as defined in Paragraph 4 herein.


CFM LEAP X Propulsion System - the CFM LEAP X-1A24 Propulsion System, the CFM LEAP X-1A26 Propulsion Systems and the CFM LEAP X-1A32 Propulsion System, as applicable.


IAE Propulsion System - the IAE V2524-A5 Propulsion System, the IAE V2527-A5 Propulsion System and the IAE V2533-A5 Propulsion System, as applicable.


Irrevocable SCNs - the list of SCNs respectively set forth in Appendix 2, Exhibit B4 to the Agreement and Appendix 3, which are irrevocably part of the A319 NEO Aircraft specification set forth in Appendix 2, the A320 NEO Aircraft specification and the A321 NEO Aircraft specification, as applicable.


NEO Aircraft - an A319 NEO Aircraft, an A320 NEO Aircraft and an A321 NEO Aircraft, as applicable.


NEO Propulsion System - the A319 NEO Propulsion System, the A320 NEO Propulsion System and the A321 NEO Propulsion System, as applicable.


Propulsion System - the CFM LEAP X-1A24 Propulsion System, the CFM LEAP X-1A27 Propulsion System, the CFM LEAP X-1A32 Propulsion System, the IAE V2527-A5 Propulsion 






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Exhibit 10.33(b)












System, the IAE V2533-A5 Propulsion System, the PW1124G Propulsion System, the PW1127G Propulsion System and the PW1133G Propulsion System, as applicable.


PW Propulsion System - the PW1124G Propulsion System, the PW1127G Propulsion System and the PW1133G Propulsion System, as applicable.
 
Standard Specification - the A319 Standard Specification, the A320 Standard Specification and the A321 Standard Specification, as applicable.


		
	2
	[***]






2.3    Aircraft Specification


		
	2.3.1
	The A319 Standard Specification, as set forth in Appendix 1 to this Letter Agreement, is hereby incorporated into the Agreement.




2.3.2    Intentionally Left Blank


		
	2.3.3
	The A319 NEO Aircraft SCN List, as set forth in Appendix 3 to this Letter Agreement, is hereby incorporated into the Agreement.




		
	2.3.4
	The A321 NEO Aircraft SCN List, as set forth in Appendix 4 to this Letter Agreement, is hereby incorporated into the Agreement and shall also apply to the Incremental A321 NEO Aircraft.   


    
		
	2.3.5
	Clauses 2.1.2.1 and 2.1.2.2 of the Agreement is deleted in its entirety and replaced with the following Clauses 2.1.2.1 and 2.1.2.2 to read as set forth in the following quoted text:




QUOTE


		
	2.1.2.1
	The Seller is currently developing a new engine option (the “New Engine Option” or “NEO”), applicable to the A319-100, A320-200 and A321-200 model aircraft (the “A320 Family Aircraft”). The specification of the A320 Family Aircraft with NEO will be derived from the relevant Standard Specification and will include (i) as applicable, the relevant NEO Propulsion System (ii) Sharklets, (iii) airframe structural adaptations and (iv) Aircraft systems and software adaptations required to operate such A320 Family Aircraft with the New Engine Option. The foregoing is currently reflected in the Irrevocable SCNs listed in Exhibit B4 to the Agreement, Appendix 3 and Appendix 4 to this Letter Agreement, the implementation of which is hereby irrevocably accepted by the Buyer.




2.1.2.2    The New Engine Option shall modify the design weights of the 


		
	(i)
	A319 Standard Specification as follows:  MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons, 






______________________________ 
[***]    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.


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Exhibit 10.33(b)










		
	(ii)
	A320 Standard     Specification as follows: MTOW of [***] metric tons, MLW of [***]metric tons and MZFW of [***] metric tons, and




		
	(iii)
	the A321 Standard Specification as follows:  MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons.




It is agreed and understood that the above design weights may be updated upon final NEO specification freeze.
UNQUOTE


3    PROPULSION SYSTEMS


3.1    Clause 2.3.2 is deleted in its entirety and replaced with the following quoted texted:


QUOTE


		
	2.3.2
	The A320 NEO Airframe will be equipped with either a set of two (2) (i) CFMI Leap-X1A26 engines with an AET of 26,600 lbf or (ii) PW1127G engines with an AET of 26,800 lbf (each, the “A320 NEO Propulsion System”).




UNQUOTE


3.2    New Clauses 2.3.4, 2.3.5 and 2.3.6 are inserted into the Agreement as set forth in the following quoted text:


QUOTE


		
	2.3.4
	The A321 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP X-1A32 engines with an AET of 32,100 lbf or (ii) PW1133G engines with an AET of 32,700 lbf (each, the “A321 NEO Propulsion System”).




2.3.5    Intentionally Left Blank


		
	2.3.6
	The A319 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP X-1A24 engines with an AET of 24,400 lbf or (ii) PW1124G engines with an AET of 24,500 lbf (each, the “A319 NEO Propulsion System”).




UNQUOTE


3.3    Clause 2.3.4 of the Agreement is renumbered to Clause 2.3.7.


		
	3.4
	CFM has informed the Seller of its intention to change the original development engine designation of all LEAP-X1A Propulsion Systems to LEAP-1A, and PW has informed the Seller of its intention to change the original development engine designation of all PW1100G Propulsion Systems to PW1100G-JM.




______________________________ 
[***]    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.


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Exhibit 10.33(b)






The Buyer hereby agrees and accepts that any reference to respectively LEAP-X1A Propulsion Systems or LEAP-1A Propulsion Systems shall be construed as references to the same engine types.


The Buyer hereby agrees and accepts that any reference to respectively PW1100G Propulsion Systems or PW1100G-JM Propulsion Systems shall be construed as references to the same engine types.


The Buyer hereby acknowledges that any and all claims, concerns or issues it may have in respect of the foregoing shall be addressed directly to CFM or PW as applicable, and the Seller hereby declines any and all responsibility with respect to any modifications to Propulsion Sytem designations.


4    AIRFRAME BASE PRICES


		
	4.1
	New Clauses 3.1.9, 3.1.10, 3.1.11, 3.1.12, 3.1.13 and 3.1.14 are added to the Agreement to read as follows in the quoted text:




QUOTE


		
	3.1.9
	The “Base Price of the A319 NEO Airframe” is the sum of the following base prices:






		
	(i)
	the base price of the A319 NEO Airframe as defined in the A319 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers which is:




USD $[***]


(US Dollars - [***]),


		
	(ii)
	the sum of the base prices of the Irrevocable SCNs set forth in Appendix 3 to this Letter Agreement, which is the sum of:




		
	a)
	the base price of the New Engine Option is:




USD $[***]


(US Dollars - [***]) and


		
	b)
	the base price of the Sharklets is 




USD $[***]


(US Dollars - [***]), 




______________________________ 
[***]    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.


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Exhibit 10.33(b)














		
	(iii)
	the sum of the base prices of any and all additional SCNs (other than Irrevocable SCNs to the extent included in Clause 3.1.9(ii)) set forth in Appendix 3 to this Letter Agreement is:




USD $[***]
    
(US Dollars - [***]), and 


		
	(iv)
	the base price of the Master Charge Engine, which is applicable if a CFM LEAP X Propulsion System is selected, which is:




USD $[***] (US Dollars - [***]). 


		
	3.1.10
	The A319 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.




		
	3.1.11
	The “Base Price of the A321 NEO Airframe” is the sum of the following base prices:




		
	(i)
	the base price of the A321 NEO Airframe as defined in the A321 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers which is:




USD $[***]


(US Dollars - [***]),


		
	(ii)
	the sum of the base prices of the Irrevocable SCNs set forth in Appendix 4 to this Letter Agreement, which is the sum of:




		
	a)
	the base price of the New Engine Option is:




USD $[***]


(US Dollars - [***]) and




		
	b)
	the base price of the Sharklets is 




USD $[***]


(US Dollars - [***]), and


		
	(iii)
	the sum of the base prices of any and all additional SCNs (other than Irrevocable SCNs to the extent included in Clause 3.1.11(ii)) set forth in Appendix 4 to this Letter Agreement is:




USD $[***]




______________________________ 
[***]    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.


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Exhibit 10.33(b)










(US Dollars - [***]), and 


		
	(iv)
	the base price of the Master Charge Engine, which is applicable if a CFM LEAP X Propulsion System is selected, which is:




USD $[***] (US Dollars - [***]). 


3.1.12    The A321 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.


UNQUOTE


4.2    New Clauses 3.2.5, 3.2.6 and 3.2.7 are added to the Agreement to read as follows in the quoted text:


QUOTE


3.2.5    Intentionally Left Blank




		
	3.2.6
	(i)    the base price of a set of two (2) CFM LEAP X-1A24 engines (the “CFM LEAP X- 1A24 Propulsion System” is  




USD $[***]


(US Dollars - [***])


The Base Price of the CFM LEAP X-1A24 Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the applicable CFM Propulsion System Reference Price, as set forth in Part 2 of Exhibit C.


Notwithstanding the foregoing, the CFM Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.


		
	(ii)
	the base price of a set of two (2) CFM LEAP X-1A32 engines (the “CFM LEAP X-1A32 Propulsion System”) is




USD $[***]


(US Dollars - [***])


The Base Price of the CFM LEAP X-1A32 Propulsion System has been established in accordance with the delivery conditions prevailing in [***]and has been calculated from the applicable CFM Propulsion System Reference Price, as set forth in Part 2 of Exhibit C.






______________________________ 
[***]    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.


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Exhibit 10.33(b)










Notwithstanding the foregoing, the CFM Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.
        
		
	3.2.7
	(i)    the base price of a set of two (2) PW1124G engines (the “PW1124G Propulsion System”) is




USD $[***]


(US Dollars - [***])


The Base Price of the PW1124G Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the applicable PW Propulsion System Reference Price, as set forth in Part 4 of Exhibit C.


Notwithstanding the foregoing, the PW Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.


		
	(ii)
	the base price of a set of two (2) PW1133 engines (the “PW1133G Propulsion System”) is




USD $[***]


(US Dollars - [***])


The Base Price of the PW  Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the applicable PW Propulsion System Reference Price, as set forth in Part 4 of Exhibit C.


Notwithstanding the foregoing, the PW Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.


UNQUOTE


5    OTHER COMMERCIAL TERMS


		
	5.1
	The Predelivery Payments for Backlog Aircraft (excluding Converted A321 Backlog Aircraft), is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.1 and 2 of Letter Agreement No. 2 to the Agreement.




		
	5.2
	The Predelivery Payments for NEO Aircraft (excluding the Incremental A321 NEO Aircraft and the Converted A321 NEO Aircraft) is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.2 and 2 of Letter Agreement No. 2 to the Agreement.




______________________________ 
[***]    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.


131024_CT1303281_JBU_A320F_Amended and Restated LA3                        LA3 - 9 of 15









Exhibit 10.33(b)






		
	5.3
	The purchase incentives applicable to the A319 NEO Aircraft are set forth in Paragraphs 4.1 through 4.3 Letter Agreement No. 1 to the Agreement.




		
	5.4
	The purchase incentives applicable to the A321 NEO Aircraft are set forth in Paragraphs 6.1 through 6.3 of Letter Agreement No. 1 to the Agreement.




		
	5.5
	The [***] applicable to the A319 NEO Aircraft and the A321 NEO Aircraft is set forth in Paragraph 9 of Letter Agreement No. 1 to the Agreement.




6.    NEO AIRCRAFT AND [***]


		
	6.1
	Notwithstanding the Delivery Schedule set forth in Clause 9.1 of the Agreement, [***]




6.2    If the Seller exercises its right pursuant to Paragraph 6.1 above, [***]


6.3    Between [***] and [***], the [***].


6.4    Predelivery Payments received for any NEO Aircraft [***] pursuant to Paragraphs 6.1 or 6.3 above, [***].


[***]


		
	8
	ASSIGNMENT




Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 8 will be void and of no force or effect. 


9    CONFIDENTIALITY


This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.


10    COUNTERPARTS


This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.




















______________________________ 
[***]    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.


131024_CT1303281_JBU_A320F_Amended and Restated LA3                        LA3 - 10 of 15











Exhibit 10.33(b)




If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.
                         Very truly yours,
AIRBUS S.A.S. 
    
/s/ John Leahy_____________________
    
By: John Leahy
Its: Chief Operating Officer, Customers
Accepted and Agreed
JETBLUE AIRWAYS CORPORATION


/s/ Mark D. Powers_________________


By: Mark D. Powers
Its: EVP Chief Financial Officer






























































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Exhibit 10.33(b)








AMENDED AND RESTATED
LETTER AGREEMENT NO. 6
As of October 25, 2013
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101
Re: SUPPORT MATTERS
Dear Ladies and Gentlemen,
JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this amended and restated Letter Agreement No. 6 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
WITNESSETH:
WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 6 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).
WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to incorporate relevant amendments to such Original Letter Agreement into a single document.
NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:


























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Exhibit 10.33(b)




1.    WARRANTY PERIOD
Clause 12.1.3 of the Agreement is deleted in its entirety and replaced with the following language between QUOTE and UNQUOTE:
QUOTE
12.1.3 The warranties set forth in Clauses 12.1.1 and 12.1.2 will be limited to those defects that [***] (the “Warranty Period”).
UNQUOTE
2.    REVISION SERVICE
		
	2.1
	For Backlog Aircraft (including Converted A321 Backlog Aircraft) and Incremental A321 Aircraft, Clause 14.5 of the Agreement is deleted in its entirety and replaced by Clause 14.5 below between QUOTE and UNQUOTE:


QUOTE
14.5    Revision Service
For each Incremental A321 Aircraft firmly ordered under this Agreement, revision service for the Technical Data will be provided [***] (the “Revision Service Period”).
For each Backlog Aircraft (including Converted A321 Backlog Aircraft) firmly ordered under this Agreement, revision service for the Technical Data will be provided [***] (the “Revision Service Period”).
For each Backlog Aircraft (including Converted A321 Backlog Aircraft) firmly ordered under this Agreement, for the period from [***] (the “Extended Revision Service Period”), revision service will be provided [***].
Thereafter revision service will be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.
UNQUOTE
		
	2.2
	For NEO Aircraft (including Converted A321 NEO Aircraft) and Incremental A321 NEO Aircraft, Clause 14.5 of the Agreement is deleted in its entirety and replaced by Clause 14.5 below between QUOTE and UNQUOTE:


QUOTE
14.5    Revision Service
For each NEO Aircraft firmly ordered under this Agreement, revision service for the Technical Data will be provided [***] (also a “Revision Service Period”).


______________________________ 
[***]    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.


131024_CT1303281_JBU_A320F_Amended and Restated LA6                        LA6 - 2 of 4











Exhibit 10.33(b)






Thereafter revision service will be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.
UNQUOTE
3.    [***]
4.    [***]
5.    ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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.
6.    CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.
7.    COUNTERPARTS
This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.






If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.
Very truly yours,
AIRBUS S.A.S.


/s/ John Leahy_____________________


By: John Leahy


Its: Chief Operating Officer, Customers


______________________________ 
[***]    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.


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Exhibit 10.33(b)




Accepted and Agreed
JETBLUE AIRWAYS CORPORATION


/s/ Mark D. Powers__________________


By:  Mark D.  Powers


Its:  EVP Chief Financial Officer






































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