exv10w3ws






Exhibit 10.3(s)




IAE PROPRIETARY INFORMATION









IAE Building

400 Main Street

East Hartford, CT 06108 USA




August 31, 2010




JetBlue Airways Corporation

118-29 Queens Blvd.

Forest Hills, NY 11375

Attention: Senior Vice President Treasurer




	 	 	 

	Subject:

	 	Side Letter No. 28 to the V2500 General Terms of
Sale Agreement between JetBlue Airways Corporation
and IAE International Aero Engines AG dated May 4,
1999.





Ladies and Gentlemen:



We refer to the General Terms of Sale Agreement dated May 4, 1999 between IAE International Aero
Engines AG (“IAE”) and JetBlue Airways Corporation (“JetBlue”), as amended from
time to time, such contract being hereinafter referred to as the “Agreement”.



Unless expressly stated to the contrary, and to the extent possible, capitalized terms used in this
Side Letter Agreement No. 28 (“Side Letter No. 28”) shall have the same meaning given to
them in the Agreement. In the event of a conflict between the terms and provisions of this Side
Letter No. 28 and those of the Agreement, this Side Letter No. 28 shall govern.



NOW, THEREFORE, the Parties hereby agree as follows:





	1.	 	Revision to Exhibit B-2






	 	1.1.	 	The Parties hereby agree that Exhibit B-2 to the Agreement, Purchased
Items, Price, Escalation Formula and Delivery, is hereby deleted in its entirety
and replaced by the revised delivery schedule attached as Appendix 1 hereto which
captures the amendments as set forth in Clause 2 below.






	2.	 	Spare Engine Deferrals






	 	2.1.	 	The delivery of Spare Engine No. 21 (as listed in Exhibit B-2) is deferred from
[***] 2010 and rescheduled for delivery in [***] 2010.
	 
	 	2.2.	 	The delivery of Spare Engine No. 22 (as listed in Exhibit B-2) is pulled
forward from [***] 2010 and rescheduled for delivery in [***] 2010.
	 
	 	2.3.	 	Rescheduling of the Spare Engines detailed in Clauses 2.1 and 2.2 above (the
“Rescheduled Spare Engines”) [***], if any.
	 
	 	2.4.	 	The Purchase Price balance for such Rescheduled Spare Engines shall be
escalated to month of actual delivery in accordance with applicable escalation formula
contained in Exhibit B-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.




Page 1 of 5









 










IAE PROPRIETARY INFORMATION



Except as expressly amended by this Side Letter No. 28, all provisions of the Agreement (as
amended from time to time by various side letters and amendments) remain in full force and effect.




	 	 	 	 	 

	Very truly yours,

	 	Agreed to and accepted on behalf of	 	 
	IAE International Aero Engines AG

	 	JetBlue Airways Corporation	 	 
	 
	 	 	 	 
	  /s/ Debarshi Mandal
 

Name

	 	  /s/ Mark D. Powers
 

Name
	 	 
	 
	 	 	 	 
	  Commercial Manager
 

Title

	 	  SVP & Treasurer
 

Title
	 	 
	 
	 	 	 	 
	  August 31, 2010
 

Date

	 	  8/31/10
 

Date
	 	 






Page 2 of 5









 






IAE PROPRIETARY INFORMATION




APPENDIX 1



Exhibit B-2



Purchased Items, Price, Escalation Formula and Delivery



As of August 2010


 





Glossary Notes:





	•	 	Delivered Spare Engines are indicated by Italics typeface
	 
	•	 	Applicable escalation formulae are in accordance with Side Letter 13 to the Agreement




 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Basic Contract Price	 	 	 	 	 	 	 
	 	 	 	 	U.S Dollars	 	 	 	 	 	Applicable	 	 
	Rank No.	 	Purchased Item	 	(January 2003)	 	Qty	 	Escalation	 	Delivery Date
	No. 1

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-99
	No. 2

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-00
	No. 3

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-01
	No. 4

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-02
	No. 5

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-02
	No. 6

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-03
	No. 7

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-04
	No. 8

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-05
	No. 9

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-05
	No. 10

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula II
	 	[***]-06
	No. 11

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-06
	No. 12

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula II
	 	[***]-07
	No. 13

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-07
	No. 14

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-07
	No. 15

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula II
	 	[***]-07
	No. 16

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-07
	No. 17

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-08
	No. 18

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-08
	No. 19

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-09
	No. 20

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-10
	No. 21

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula II
	 	[***]-10
	No. 22

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-10
	No. 23

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-11
	No. 24

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula II
	 	[***]-11
	No. 25

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-11
	No. 26

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-11
	No. 27

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-12
	No. 28

	 	V2527-A5 Spare Engine
	 	$[***]
	 	 	1	 	 	Formula I
	 	[***]-12
	TOTAL

	 	 	 	 	 	 	28	 	 	 	 	 








 




			
	[***]	 	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.




Page 3 of 5









 










IAE PROPRIETARY INFORMATION




EXHIBIT B-2




ESCALATION FORMULA I




	1.	 	Any unit base price or other sum expressed to be subject to escalation from a base month to a
month of delivery or other date of determination in accordance with the IAE Escalation Formula
will be subject to escalation in accordance with the following formula:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 

	 	P = Pb ([***]
	 	L
 

	 	+ [***]
	 	M
 

	 	+ [***]
	 	E
 

	) 	 
	 

	 	 	 	Lo
	 	 	 	Mo
	 	 	 	Eo	 	 







Where:




P = the invoiced purchase price or escalated sum rounded to the nearest U.S. Dollar




Pb = unit base price or other sum.




Lo = the “North American Industry Classification System (NAICS) Wages and Salaries for Aircraft
Manufacturing (NAICS Code 336411), CIU2023211000000I” as published quarterly by the Bureau of
Labor Statistics, U.S. Department of Labor for the Labor for the month preceding the base month
by four months.




L = the “North American Industry Classification System (NAICS) Wages and Salaries for Aircraft
Manufacturing (NAICS Code 336411), CIU2023211000000I” as published quarterly by the Bureau of
Labor Statistics, U.S. Department of Labor for the month preceding the month of delivery or
other date of determination by four months.




Mo = the “Producer Price Index, Code 10, for Metals and Metal Products” published by the Bureau
of Labor Statistics in the U.S. Department of Labor for the month preceding the base month by
four months.




M = the “Producer Price Index, Code 10, for Metals and Metal Products” for the month preceding
the base month by four months.




Eo = the “Producer Price Index, Code 5, for Fuel and Related Products and Power” published by
the Bureau of Labor Statistics in the U.S. Department of Labor for the month preceding the base
month by four months.




E = the “Producer Price Index, Code 5, for Fuel and Related Products and Power” for the month
preceding the base month by four months.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 

	 	The values of the factors
	 	[***]
	 	L
 

	 	+ [***]
	 	M
 

	 	+ [***]
	 	E
 

	 	 
	 

	 	 	 	 	 	Lo
	 	 	 	Mo
	 	 	 	Eo	 	 







Respectively, shall be determined to the nearest fourth decimal place. If the fifth decimal is
five or more, the fourth decimal place shall be raised to the next higher number.




If the U.S. Department of Labor ceases to publish the above statistics or modifies the basis of
their calculation, then IAE may substitute any officially recognized and substantially
equivalent statistics.




The Basic Contract Prices contained in this Exhibit B are subject to escalation from a Base
Month of January 2003 to the month of delivery using using Lo, Mo and Eo values for September
2002.




If the application of the formula contained in this Exhibit B results in a Purchase Price which
is lower than the Basic Contract Price, the Basic Contract Price will be deemed to be the
Purchase Price for such Supplies.





 




			
	[***]	 	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.




Page 4 of 5









 










IAE PROPRIETARY INFORMATION




ESCALATION FORMULA II





	1.	 	Any unit base price or other sum expressed to be subject to escalation from a base month to a
month of delivery or other date of determination in accordance with the IAE Escalation Formula
will be subject to escalation in accordance with the following formula:





	 	 	 	 	 	 
	 	Pi

	 	=
	 	(Pb+F) x CPI where:
	 	 
	 	 	 	 
	 	Pi

	 	=
	 	the invoiced purchase price or escalated sum rounded to the nearest U.S. Dollar.
	 	 
	 	 	 	 
	 	Pb

	 	=
	 	unit base price or other sum.
	 	 
	 	 	 	 
	 	F

	 	=
	 	[***] (N)(Pb)
	 	 
	 	 	 	 
	 	N

	 	=
	 	the calendar year of scheduled delivery or other date of determination minus 2003
	 	 
	 	 	 	 
	 	CPI

	 	=
	 	[***] (L) + [***] (M)
	 	 
	 	 	 	 
	 	L

	 	=
	 	Labor Ratio defined below
	 	 
	 	 	 	 
	 	M

	 	=
	 	Material Ratio defined below







IAE’s Composite Price Index (“CPI”) is the sum of [***] percent of the Labor ratio and
[***] percent of the Material Ratio, with the sum rounded to the nearest ten
thousandth.




The quarterly value published for the Employment Cost Index will be deemed to apply to each
month of the quarter.




The Labor Ratio is the “North American Industry Classification System (NAICS) Wages and Salaries
for Aircraft Manufacturing (NAICS Code 336411), CIU2023211000000I” as published quarterly by the
Bureau of Labor Statistics, U.S. Department of Labor for the arithmetic average of the fifth,
sixth and seventh months (rounded to the nearest tenth) preceding the month of scheduled
delivery for each engine/equipment; divided by the value of “North American Industry
Classification System (NAICS) Wages and Salaries for Aircraft Manufacturing (NAICS Code 336411),
CIU2023211000000I” for the arithmetic average of the fifth, sixth and seventh months (rounded to
the nearest tenth) preceding the Base Month. To be clear the quarterly value of
CIU2023211000000I will apply to each month of a given quarter.




The Material Ratio is the “Producer Price Index, Industrial Commodities, WPU03thru15”, as
published monthly by the Bureau of Labor Statistics, U.S. Department of Labor, for the
arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth)
preceding the month of scheduled delivery for each engine/equipment; divided by the value for
Industrial Commodities for the arithmetic average of the fifth, sixth and seventh months
(rounded to the nearest tenth) preceding the Base Month.




For a given month, the escalation shall be computed by using the applicable Index value, which
the Bureau has published as the time of delivery or other date of determination.




	2.	 	If the U.S. Department of Labor changes the base year for determination of the Index values
as defined above, such re-based values will be incorporated in the escalation calculation.
	 
	3.	 	If the U.S. Department of Labor revises the methodology used for the determination of the
values to be used to determine the CPI or, for any reason, has not released values needed to
determine the CPI, IAE, in its sole discretion, shall select a substitute for such values from
data published by the Bureau of Labor Statistics or otherwise make revisions to the escalation
formula such that the escalation will as closely as possible approximate the result that would
have been attained by continuing the use of the original escalation formula and values as they
may have fluctuated during the applicable time period.
	 
	4.	 	The invoiced purchase price, which in no event shall be less than the unit base price, shall
be the final price. If the calculated sum of L + M is less than 1.0000, then the value of the
sum is adjusted to 1.0000.







 




			
	[***]	 	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.




Page 5 of 5