exv10w1ww





Exhibit 10.1(w)


Amendment No. 34


to the A320 Purchase Agreement

Dated as of April 20, 1999


between



AVSA, S.A.R.L.



and



JetBlue Airways Corporation


This Amendment No. 34 (hereinafter referred to as the “Amendment”) is entered into as of
February 5, 2010 between AIRBUS, S.A.S. (legal successor to AVSA, S.A.R.L.), organized and existing
under the laws of the Republic of France, having its registered
office located at 1, 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 at 118-29 Queens
Boulevard, 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, Amendment No. 13 dated
as of November 22, 2002, Amendment No. 14 dated as of December 18, 2002 and Amendment No. 15 dated
as of February 10, 2003, Amendment No. 16 dated as of April 23, 2003, Amendment No. 17 dated as of
October 1, 2003, Amendment No. 18 dated as of November 12, 2003, Amendment No. 19 dated as of June
4, 2004, Amendment No. 20 dated as of June 7, 2004, Amendment No. 21 dated as of November 19, 2004,
Amendment No. 22 dated as of February 17, 2005, Amendment No. 23 dated as of March 31, 2005,
Amendment No. 24 dated as of July 21, 2005, Amendment No. 25 dated as of November 23, 2005,
Amendment No. 26 dated as of February 27, 2006, Amendment No. 27 dated as of April 25, 2006,
Amendment No. 28 dated as of July 6, 2006, Amendment No. 29 dated as of December 1, 2006, Amendment
No. 30 dated as of March 20, 2007, Amendment No. 31 dated as of January 28, 2008, Amendment No. 32
dated as of May 23, 2008 and Amendment No. 33 dated July 1, 2009 is hereinafter called the
“Agreement”;


 








 







WHEREAS the Buyer wishes and the Seller agrees to defer the delivery of a certain number of
Aircraft;



NOW, THEREFORE, IT IS AGREED AS FOLLOWS





	1.	 	DEFINITIONS
	 
	 	 	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.	 	AIRCRAFT DEFERRALS AND OPTION CANCELLATIONS
	 
	3.1	 	Firm Aircraft
	 
	 	 	The Buyer and the Seller agree to reschedule the delivery of six (6) firm Aircraft with CAC
Id Nos. 104440, 104442, 159920 and 159921, from calendar year 2011 and CAC ID Nos. 159909
and 159910 from calendar year 2012 to calendar year 2015. The parties also agree to
renumber the Aircraft chronologically.
	 
	3.2	 	Option Aircraft
	 
	 	 	The Buyer and the Seller agree to cancel seven (7) option Aircraft with CAC ID Nos. 180965,
180966, 180967, 180968, 180969, 180970 and 180981 from calendar year 2013. All rights and
obligations of the parties related to these seven (7) option Aircraft are hereby
extinguished, except as set forth in Paragraph 3.3.
	 
	3.3	 	Predelivery Payments
	 
	3.3.1	 	With respect to the firm Aircraft rescheduled pursuant to Paragraph 3.1, the Predelivery
Payments already received by the Seller that would not be due if such Aircraft had originally
been scheduled to be delivered on the dates set forth in this Amendment, will be [***]. For
the avoidance of doubt, [***] in accordance with this Section 3.3.1 will [***] as of the
effective date of this Amendment.
	 
	3.3.2	 	With respect to the option Aircraft cancelled pursuant to Paragraph 3.2, the deposit paid to
the Seller by the Buyer, in the amount of [***] per option Aircraft for an aggregate total of
[***] will be [***].
	 
	5.	 	DELIVERY SCHEDULE
	 
	5.1	 	The delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby deleted and
replaced by the following quoted provisions:








 




			
	[***]	 	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 -









 






	 	 	QUOTE





	 	 	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 	 	 
	41 199

	 	No. 1
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2000	 
	41 200

	 	No. 2
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2000	 
	41 203

	 	No. 3
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2000	 
	41 201

	 	No. 4
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2000	 
	41 202

	 	No. 5
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2000	 
	41 204

	 	No. 6
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2000	 
	 
	 	 	 	 	 	 	 	 	 	 
	41 205

	 	No. 7
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2001	 
	41 206

	 	No. 8
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2001	 
	41 210

	 	No. 9
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2001	 
	41 207

	 	No. 10
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2001	 
	41 208

	 	No. 11
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2001	 
	41 209

	 	No. 12
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2001	 
	41 228

	 	No. 13
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2001	 
	 
	 	 	 	 	 	 	 	 	 	 
	41 211

	 	No. 14
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	41 212

	 	No. 15
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	41 218

	 	No. 16
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	41 224

	 	No. 17
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	41 227

	 	No. 18
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	41 225

	 	No. 19
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	41 213

	 	No. 20
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	41 214

	 	No. 21
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	41 234

	 	No. 22
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	4.1 215

	 	No. 23
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	41 216

	 	No. 24
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	41 217

	 	No. 25
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	124 965

	 	No. 26
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	41 235

	 	No. 27
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	41 220

	 	No. 28
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	41 219

	 	No. 29
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2002	 
	 
	 	 	 	 	 	 	 	 	 	 
	41 236

	 	No. 30
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 
	104 399

	 	No. 31
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 
	41 237

	 	No. 32
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 
	124 966

	 	No. 33
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 
	41 221

	 	No. 34
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 
	41 238

	 	No. 35
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 
	41 222

	 	No. 36
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 
	104 400

	 	No. 37
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 
	104 401

	 	No. 38
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 
	41 223

	 	No. 39
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 






 




			
	[***]	 	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 -









 






	 	 	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 	 	 
	104 402

	 	No. 40
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 
	104 443

	 	No. 41
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 
	104 403

	 	No. 42
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 
	124 964

	 	No. 43
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 
	41 226

	 	No. 44
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2003	 
	 
	 	 	 	 	 	 	 	 	 	 
	111 579

	 	No. 45
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2004	 
	41 245

	 	No. 46
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2004	 
	41 246

	 	No. 47
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2004	 
	41 229

	 	No. 48
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2004	 
	41 247

	 	No. 49
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2004	 
	41 248

	 	No. 50
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2004	 
	104 404

	 	No. 51
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2004	 
	104 405

	 	No. 52
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2004	 
	41 230

	 	No. 53
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2004	 
	104 406

	 	No. 54
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2004	 
	124 967

	 	No. 55
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2004	 
	104 415

	 	No. 56
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2004	 
	104 407

	 	No. 57
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2004	 
	104 408

	 	No. 58
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2004	 
	124 968

	 	No. 59
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2004	 
	 
	 	 	 	 	 	 	 	 	 	 
	104 409

	 	No. 60
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2005	 
	41 232

	 	No. 61
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2005	 
	124 959

	 	No. 62
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2005	 
	104 410

	 	No. 63
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2005	 
	104 411

	 	No. 64
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2005	 
	41 233

	 	No. 65
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2005	 
	104 412

	 	No. 66
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2005	 
	124 960

	 	No. 67
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2005	 
	104 413

	 	No. 68
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2005	 
	104 418

	 	No. 69
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2005	 
	104 414

	 	No. 70
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2005	 
	124 961

	 	No. 71
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2005	 
	104 416

	 	No. 72
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2005	 
	104 417

	 	No. 73
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2005	 
	124 962

	 	No. 74
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2005	 
	124 963

	 	No. 75
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2005	 
	 
	 	 	 	 	 	 	 	 	 	 
	159 936

	 	No. 76
	 	Amendment No. 20 Firm Aircraft
	 	[***]
	 	 	2006	 
	104 419

	 	No. 77
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2006	 
	41 239

	 	No. 78
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2006	 
	41 240

	 	No. 79
	 	Amendment No. 16 Firm 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 under the Securities
Exchange Act of 1934, as amended.



- 4 -








 






	 	 	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 	 	 
	41 241

	 	No. 80
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2006	 
	104 421

	 	No. 81
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2006	 
	41 242

	 	No. 82
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2006	 
	41 243

	 	No. 84
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2006	 
	104 422

	 	No. 85
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2006	 
	41 244

	 	No. 86
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2006	 
	69 719

	 	No. 87
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2006	 
	104 423

	 	No. 88
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2006	 
	69 720

	 	No. 89
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2006	 
	104 420

	 	No. 83
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2006	 
	69 721

	 	No. 90
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2006	 
	159 937

	 	No. 91
	 	Amendment No. 20 Firm Aircraft
	 	[***]
	 	 	2006	 
	 
	 	 	 	 	 	 	 	 	 	 
	104 424

	 	No. 92
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2007	 
	104 425

	 	No. 93
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2007	 
	159 938

	 	No. 94
	 	Amendment No. 20 Firm Aircraft
	 	[***]
	 	 	2007	 
	104 426

	 	No. 95
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2007	 
	104 427

	 	No. 96
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2007	 
	104 428

	 	No. 97
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	 	2007	 
	69 722

	 	No. 98
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2007	 
	69 724

	 	No. 99
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2007	 
	96 459

	 	No. 100
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2007	 
	104 439

	 	No. 101
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2007	 
	104 441

	 	No. 102
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2007	 
	41231

	 	No. 103
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2007	 
	 
	 	 	 	 	 	 	 	 	 	 
	159 896

	 	No. 104
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2008	 
	159 897

	 	No. 105
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2008	 
	159 898

	 	No. 106
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2008	 
	159 899

	 	No. 107
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2008	 
	159 900

	 	No. 108
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2008	 
	159 901

	 	No. 109
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2008	 
	159 902

	 	No. 110
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2008	 
	159 903

	 	No. 111
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2008	 
	159 904

	 	No. 112
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2008	 
	159 905

	 	No. 113
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2008	 
	159 906

	 	No. 114
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2008	 
	159 907

	 	No. 115
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2008	 
	 
	 	 	 	 	 	 	 	 	 	 
	159 913

	 	No. 116
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2009	 
	159 914

	 	No. 117
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2009	 
	159 915

	 	No. 118
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2009	 






 




			
	[***]	 	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 -









 






	 	 	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 	 	 
	69 723

	 	No. 119
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2011	 
	69 725

	 	No. 120
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2011	 
	159 919

	 	No. 121
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2011	 
	159 908

	 	No. 122
	 	Amendment No. 16 Firm Aircraft
	 	[***]
	 	 	2011	 






	 	 	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 	 	 
	159 911

	 	No. 123
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2012	 
	 
	 	 	 	 	 	 	 	 	 	 
	159 912

	 	No. 124
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2012	 
	159 917

	 	No. 125
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2012	 
	159 918

	 	No. 126
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2012	 
	159 942

	 	No. 127
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2012	 
	159 943

	 	No. 128
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2012	 
	159 950

	 	No. 129
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2012	 
	159 951

	 	No. 130
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2012	 
	159 923

	 	No. 131
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2012	 
	159 924

	 	No. 132
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2012	 
	159 925

	 	No. 133
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2012	 
	 
	 	 	 	 	 	 	 	 	 	 
	159 926

	 	No. 134
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2013	 
	159 927

	 	No. 135
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2013	 
	159 928

	 	No. 136
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2013	 
	159 952

	 	No. 137
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2013	 
	159 953

	 	No. 138
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2013	 
	159 934

	 	No. 139
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2013	 
	159 939

	 	No. 140
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2013	 
	159 960

	 	No. 141
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2013	 
	159 961

	 	No. 142
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2013	 
	159 962

	 	No. 143
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2013	 
	159 963

	 	No. 144
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2013	 
	159 964

	 	No. 145
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2013	 
	159 965

	 	No. 146
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2013	 
	 
	 	 	 	 	 	 	 	 	 	 
	159 916

	 	No. 147
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2014	 
	159 940

	 	No. 148
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2014	 
	159 941

	 	No. 149
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2014	 
	159 944

	 	No. 150
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2014	 
	159 945

	 	No. 151
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2014	 
	159 946

	 	No. 152
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2014	 
	159 947

	 	No. 153
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2014	 
	159 948

	 	No. 154
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2014	 
	159 949

	 	No. 155
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2014	 
	159 922

	 	No. 156
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2014	 
	159 954

	 	No. 157
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2014	 
	159 955

	 	No. 158
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	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.





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	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 	 	 
	159 956

	 	No. 159
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2015	 
	159 957

	 	No. 160
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2015	 
	159 958

	 	No. 161
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2015	 
	159 959

	 	No. 162
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	 	2015	 
	159 929

	 	No. 163
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2015	 
	159 930

	 	No. 164
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2015	 
	159 931

	 	No. 165
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2015	 
	159 932

	 	No. 166
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2015	 
	159 933

	 	No. 167
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2015	 
	159 920

	 	No. 168
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2015	 
	159 921

	 	No. 169
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2015	 
	104 440

	 	No. 170
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2015	 
	104 442

	 	No. 171
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2015	 
	159 909

	 	No. 172
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2015	 
	159 910

	 	No. 173
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	 	2015	 






	 	 	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Option Aircraft	 	Delivery	 	 	 	 
	159 980

	 	No. 174
	 	Amendment No. 16 Option
	 	[***]
	 	 	2014	 
	159 981

	 	No. 175
	 	Amendment No. 16 Option
	 	[***]
	 	 	2014	 
	159 982

	 	No. 176
	 	Amendment No. 16 Option
	 	[***]
	 	 	2014	 
	159 983

	 	No. 177
	 	Amendment No. 16 Option
	 	[***]
	 	 	2014	 
	 

	 	 	 	 	 	[***]	 	 	 	 
	180 973

	 	No. 178
	 	Amendment No. 20 Option
	 	[***]
	 	 	2015	 
	180 974

	 	No. 179
	 	Amendment No. 20 Option
	 	[***]
	 	 	2015	 
	180 975

	 	No. 180
	 	Amendment No. 20 Option
	 	[***]
	 	 	2015	 
	180 976

	 	No. 181
	 	Amendment No. 20 Option
	 	[***]
	 	 	2015	 





          UNQUOTE



	6.	 	ESCALATION
	 
	 	 	For the Aircraft identified in Clause 9.1.1 as CAC ID Nos. 159909 and 159910, the provisions
set forth in Paragraph 3 of Amendment No. 30 to the Agreement is cancelled and replaced with
the following:
	 
	 	 	“For the Aircraft identified in Clause 9.1.1 of the Agreement as CAC Id No. 159909 and
159910, the escalation provisions set forth in the Agreement shall [***].”









 




			
	[***]	 	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.



- 7 -








 






	7.	 	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.
	 
	 	 	This Amendment will become effective upon execution thereof.
	 
	8.	 	CONFIDENTIALITY
	 
	 	 	This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the
Agreement.
	 
	9.	 	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 9 will be void and of no force or effect.
	 
	10.	 	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.




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




	 	 	 	 	 	 	 	 	 

	JETBLUE AIRWAYS CORPORATION	 	AIRBUS S.A.S.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

Its:

	 	/s/ Mark D. Powers
 

SVP Treasurer
	 	By:

Its:
	 	/s/ Cristophe Mourey
 

Senior Vice President Contracts
	 	 





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