EX-10.1






Exhibit 10.1


Execution Copy



AMENDMENT No. 5 TO PURCHASE AGREEMENT DCT-025/2003




This Amendment No. 5 to Purchase Agreement DCT-025/2003, dated as of July 18, 2008 (“Amendment 5”)
relates to the Purchase Agreement DCT-025/2003 (“Purchase Agreement”) between Embraer — Empresa
Brasileira de Aeronáutica S.A. (“Embraer”) and JetBlue Airways Corporation (“Buyer”) dated June 9,
2003 as amended from time to time (collectively referred to herein as “Agreement”). This Amendment
5 is executed between Embraer and Buyer, collectively referred to herein as the “Parties”.



All terms defined in the Purchase Agreement shall have the same meaning when used herein and in
case of any conflict between this Amendment 5 and the Purchase Agreement, this Amendment 5 shall
control.



WHEREAS, the parties desire to implement certain changes to the Aircraft configuration which caused
[***]  Aircraft Basic Price and [***] of the Aircraft.



WHEREAS, on November 28th, 2007, Buyer issued to Embraer a notice of the exercise of its
option to purchase three (3) Option Aircraft (scheduled for delivery in [***] 2009) and
Buyer herein agrees [***].



WHEREAS, [***].



WHEREAS, the parties have agreed to modify the delivery schedule of Firm and Options Aircraft.



Now, therefore, for good and valuable consideration, which is hereby acknowledged, Embraer and
Buyer hereby agree as follows:



1. SUBJECT




1.1 Article 2.1 and 2.3 of the Purchase Agreement shall be deleted and replaced as follows:



2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of one hundred (101)
newly manufactured Aircraft (“Firm Aircraft”) and [***] newly manufactured [***] Option Aircraft;



2.3 Buyer shall have the option to purchase up to eighty six (86) Option Aircraft, in accordance
with Article 21.



2. CHANGES IN THE AIRCRAFT CONFIGURATION




2.1 [***]






 




			
	[***]	 	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.





 









 









The Firm Aircraft number #[***]  Aircraft shall be
delivered with [***]. There
will be [***] of the Aircraft as a result of this modification. The Basic Price for Aircraft #
[***] and all subsequent Aircraft shall be [***] US$ [***] ([***] United States dollars)
[***]

[***]. [***]



2.2 New [***]





The Firm Aircraft number #[***] Aircraft shall be delivered with [***]. There will be [***] of
the Aircraft. The Basic Price for Aircraft # [***] Aircraft shall be [***] US$[***] ([***] United
States dollars) [***].



2.3 [***]





The Firm Aircraft number #[***] Aircraft shall be delivered with [***]. There will be
[***] of the Aircraft. The Basic Price for Aircraft # [***] Aircraft will [***] as a result of
this modification.



2.4 [***]





The Firm Aircraft number # [***] Aircraft shall be delivered with [***]. There will be [***] of
the Aircraft. The Basic Price for Aircraft # [***] Aircraft shall be [***] US$ [***] ([***] United
States dollars) [***].



2.5 New [***]





The Firm Aircraft number #[***] Aircraft shall be delivered with [***]. There will be [***] of the
Aircraft. The Basic Price for Aircraft # [***] Aircraft will [***] as a result of this
modification.



2.6 [***]



The Firm Aircraft number #[***] Aircraft shall be delivered with [***].
The [***] of this
modification [***]. Therefore, there will be [***] of the Aircraft as a result of this
modification. The Basic Price for Aircraft # [***] Aircraft shall be [***] US$ [***] ([***] United
States dollars) [***].



2.7 [***]





The Firm Aircraft number #[***] Aircraft shall be delivered with [***]. There will be [***] of the
Aircraft. The Basic Price for Aircraft # [***] Aircraft shall be [***] US$ [***] ([***] United
States dollars) in [***].




	2.8	 	[***]







 




			
	[***]	 	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.




 









 











The Firm Aircraft number #[***]  Aircraft shall be
delivered with [***]. There
will be [***] of the Aircraft. The Basic Price for Aircraft #[***] Aircraft will [***] as a result
of this modification.



2.9 [***]





The Firm Aircraft number #[***] Aircraft shall be delivered with [***]. There will be [***] of the
Aircraft as a result of this modification. The Basic Price for Aircraft # [***]shall be [***] US$
[***] ([***] United States dollars) [***].



2.10 [***]





The Firm Aircraft number #[***] Aircraft shall be delivered with [***]. There will be [***] of the
Aircraft. The Basic Price for Aircraft # [***] Aircraft shall be [***] US$ [***] ([***] United
States dollars) [***].



2.11 [***]





The Firm Aircraft number #[***] Aircraft shall be delivered with [***]. There will be [***] of the
Aircraft. The Basic Price for Aircraft # [***] Aircraft will [***] as a result of these
modifications.



2.12 [***]





The Firm Aircraft number #[***] Aircraft shall be delivered with [***]. There will be [***] of the
Aircraft as a result of such modification that shall cause and adjustment to the Performance
Guarantee contained in Attachment H to the Purchase Agreement. The Basic Price for Aircraft #
[***] Aircraft will [***] as a result of this modification.



3. DELIVERY




3.1 The Aircraft schedule delivery table in Article 5.1 of the Purchase Agreement shall be deleted
and replaced as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Delivery	 	 	 	 	 	Delivery	 	 	 	 	 	Delivery	 	 	 	 	 	Delivery
	Aircraft #	 	Month**	 	Aircraft #	 	Month**	 	Aircraft #	 	Month**	 	Aircraft #	 	Month**
	1
	 	 	[***]-05	 	 	 	28	 	 	 	[***]-07	 	 	 	55	 	 	 	[***]-12	 	 	 	82	 	 	 	[***]-14	 
	2
	 	 	[***]-05	 	 	 	29	 	 	 	[***]-07	 	 	 	56	 	 	 	[***]-12	 	 	 	83	 	 	 	[***]-14	 
	3
	 	 	[***]-05	 	 	 	30	 	 	 	[***]-07	 	 	 	57	 	 	 	[***]-12	 	 	 	84	 	 	 	[***]-14	 
	4
	 	 	[***]-05	 	 	 	31	 	 	 	[***]-08	 	 	 	58	 	 	 	[***]12	 	 	 	85	 	 	 	[***]-14	 
	5
	 	 	[***]-05	 	 	 	32	 	 	 	[***]-08	 	 	 	59	 	 	 	[***]-12	 	 	 	86	 	 	 	[***]-15	 
	6
	 	 	[***]-05	 	 	 	33	 	 	 	[***]-08	 	 	 	60	 	 	 	[***]-12	 	 	 	87	 	 	 	[***]-15	 








 




			
	[***]	 	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
	 	 	[***]-05	 	 	 	34	 	 	 	[***]-08	 	 	 	61	 	 	 	[***]-12	 	 	 	88	 	 	 	[***]-15	 
	8
	 	 	[***]-05	 	 	 	35	 	 	 	[***]-08	 	 	 	62	 	 	 	[***]-13	 	 	 	89	 	 	 	[***]-15	 
	9
	 	 	[***]-06	 	 	 	36	 	 	 	[***]-08	 	 	 	63	 	 	 	[***]-13	 	 	 	90	 	 	 	[***]-15	 
	10
	 	 	[***]-06	 	 	 	37	 	 	 	[***]-09	 	 	 	64	 	 	 	[***]-13	 	 	 	91	 	 	 	[***]-15	 
	11
	 	 	[***]-06	 	 	 	38	 	 	 	[***]-09	 	 	 	65	 	 	 	[***]-13	 	 	 	92	 	 	 	[***]-15	 
	12
	 	 	[***]-06	 	 	 	39	 	 	 	[***]-09	 	 	 	66	 	 	 	[***]-13	 	 	 	93	 	 	 	[***]-15	 
	13
	 	 	[***]-06	 	 	 	40 [***]	 	 	 	[***]-09	 	 	 	67	 	 	 	[***]-13	 	 	 	94[***]	 	 	 	[***]-15	 
	14
	 	 	[***]-06	 	 	 	41 [***]	 	 	 	[***]-09	 	 	 	68	 	 	 	[***]-13	 	 	 	95 [***]	 	 	 	[***]-15	 
	15
	 	 	[***]-06	 	 	 	42	 	 	 	[***]-09	 	 	 	69	 	 	 	[***]-13	 	 	 	96	 	 	 	[***]-15	 
	16
	 	 	[***]-06	 	 	 	43	 	 	 	[***]-09	 	 	 	70	 	 	 	[***]-13	 	 	 	97	 	 	 	[***]-16	 
	17
	 	 	[***]-06	 	 	 	44 [***]	 	 	 	[***]-09	 	 	 	71	 	 	 	[***]-13	 	 	 	98	 	 	 	[***]-16	 
	18
	 	 	[***]-06	 	 	 	45	 	 	 	[***]-10	 	 	 	72	 	 	 	[***]-13	 	 	 	99	 	 	 	[***]-16	 
	19
	 	 	[***]-06	 	 	 	46	 	 	 	[***]-10	 	 	 	73	 	 	 	[***]-13	 	 	 	100	 	 	 	[***]-16	 
	20
	 	 	[***]-06	 	 	 	47	 	 	 	[***]-10	 	 	 	74	 	 	 	[***]-14	 	 	 	101	 	 	 	[***]-16	 
	21
	 	 	[***]-06	 	 	 	48	 	 	 	[***]-11	 	 	 	75	 	 	 	[***]-14	 	 	 	102	 	 	 	[***]-16	 
	22
	 	 	[***]-06	 	 	 	49	 	 	 	[***]-11	 	 	 	76	 	 	 	[***]-14	 	 	 	103	 	 	 	[***]-16	 
	23
	 	 	[***]-06	 	 	 	50	 	 	 	[***]-11	 	 	 	77	 	 	 	[***]-14	 	 	 	104	 	 	 	[***]-16	 
	24
	 	 	[***]-07	 	 	 	51	 	 	 	[***]11	 	 	 	78	 	 	 	[***]-14	 	 	 	105	 	 	 	[***]-16	 
	25
	 	 	[***]-07	 	 	 	52	 	 	 	[***]-12	 	 	 	79	 	 	 	[***]-14	 	 	 	106	 	 	 	[***]-16	 
	26
	 	 	[***]-07	 	 	 	53	 	 	 	[***]-12	 	 	 	80	 	 	 	[***]-14	 	 	 	 	 	 	 	 	 
	27
	 	 	[***]07	 	 	 	54	 	 	 	[***]-12	 	 	 	81	 	 	 	[***]-14	 	 	 	 	 	 	 	 	 







[***]




(**) Scheduled Delivery Months shall be deemed to be the Contractual Delivery Dates as
defined in Article 1.10 of this Agreement.



3.2 A new paragraph shall be added at the end of Article 5.3 of the Purchase Agreement, which new
paragraph shall provide as follows:



[***]




4. OPTION AIRCRAFT





	4.1	 	The Option Aircraft schedule delivery table in Article 21 of the Purchase Agreement shall be
deleted and replaced as follows:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group	 	Option	 	Delivery	 	Group	 	Option	 	Delivery
	#	 	Aircraft #	 	Month	 	#	 	Aircraft #	 	Month
	 
	 	 	[***]	 	 	 	[***]-10	 	 	 	 	 	 	 	[***]	 	 	 	[***]-14	 
	[***]
	 	 	[***]	 	 	 	[***]-10	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]-14	 
	 
	 	 	[***]	 	 	 	[***]-10	 	 	 	 	 	 	 	[***]	 	 	 	[***]-14	 








 




			
	[***]	 	Represents material which has been redacted and
filed separately with the Commission pursuant to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.







 









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	[***]	 	 	 	[***]-10	 	 	 	 	 	 	 	[***]	 	 	 	[***]-14	 
	[***]
	 	 	[***]	 	 	 	[***]-10	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]-14	 
	 
	 	 	[***]	 	 	 	[***]-10	 	 	 	 	 	 	 	[***]	 	 	 	[***]-14	 
	 
	 	 	[***]	 	 	 	[***]-10	 	 	 	 	 	 	 	[***]	 	 	 	[***]-14	 
	[***]
	 	 	[***]	 	 	 	[***]-10	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]-14	 
	 
	 	 	[***]	 	 	 	[***]-11	 	 	 	 	 	 	 	[***]	 	 	 	[***]-14	 
	 
	 	 	[***]	 	 	 	[***]-11	 	 	 	 	 	 	 	[***]	 	 	 	[***]-14	 
	[***]
	 	 	[***]	 	 	 	[***]-11	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]-14	 
	 
	 	 	[***]	 	 	 	[***]-11	 	 	 	 	 	 	 	[***]	 	 	 	[***]-14	 
	 
	 	 	[***]	 	 	 	[***]-11	 	 	 	 	 	 	 	[***]	 	 	 	[***]-14	 
	[***]
	 	 	[***]	 	 	 	[***]-11	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]-14	 
	 
	 	 	[***]	 	 	 	[***]-11	 	 	 	 	 	 	 	[***]	 	 	 	[***]-14	 
	 
	 	 	[***]	 	 	 	[***]-11	 	 	 	 	 	 	 	[***]	 	 	 	[***]-14	 
	[***]
	 	 	[***]	 	 	 	[***]-11	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]-14	 
	 
	 	 	[***]	 	 	 	[***]-11	 	 	 	 	 	 	 	[***]	 	 	 	[***]-14	 
	 
	 	 	[***]	 	 	 	[***]-11	 	 	 	 	 	 	 	[***]	 	 	 	[***]-14	 
	[***]
	 	 	[***]	 	 	 	[***]-12	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]-14	 
	 
	 	 	[***]	 	 	 	[***]-12	 	 	 	 	 	 	 	[***]	 	 	 	[***]-14	 
	 
	 	 	[***]	 	 	 	[***]-12	 	 	 	 	 	 	 	[***]	 	 	 	[***]-15	 
	[***]
	 	 	[***]	 	 	 	[***]-12	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]-15	 
	 
	 	 	[***]	 	 	 	[***]-12	 	 	 	 	 	 	 	[***]	 	 	 	[***]-15	 
	 
	 	 	[***]	 	 	 	[***]-12	 	 	 	 	 	 	 	[***]	 	 	 	[***]-15	 
	[***]
	 	 	[***]	 	 	 	[***]-12	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]-15	 
	 
	 	 	[***]	 	 	 	[***]-12	 	 	 	 	 	 	 	[***]	 	 	 	[***]-15	 
	 
	 	 	[***]	 	 	 	[***]-12	 	 	 	 	 	 	 	[***]	 	 	 	[***]-15	 
	[***]
	 	 	[***]	 	 	 	[***]-12	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]-15	 
	 
	 	 	[***]	 	 	 	[***]-12	 	 	 	 	 	 	 	[***]	 	 	 	[***]-15	 
	 
	 	 	[***]	 	 	 	[***]-12	 	 	 	 	 	 	 	[***]	 	 	 	[***]-15	 
	[***]
	 	 	[***]	 	 	 	[***]-13	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]-15	 
	 
	 	 	[***]	 	 	 	[***]-13	 	 	 	 	 	 	 	[***]	 	 	 	[***]-15	 
	 
	 	 	[***]	 	 	 	[***]-13	 	 	 	 	 	 	 	[***]	 	 	 	[***]-15	 
	[***]
	 	 	[***]	 	 	 	[***]-13	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]-15	 
	 
	 	 	[***]	 	 	 	[***]-13	 	 	 	 	 	 	 	[***]	 	 	 	[***]-15	 
	 
	 	 	[***]	 	 	 	[***]-13	 	 	 	 	 	 	 	[***]	 	 	 	[***]-15	 
	[***]
	 	 	[***]	 	 	 	[***]-13	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]-15	 
	 
	 	 	[***]	 	 	 	[***]-13	 	 	 	 	 	 	 	[***]	 	 	 	[***]-15	 
	 
	 	 	[***]	 	 	 	[***]-13	 	 	 	 	 	 	 	[***]	 	 	 	[***]-15	 
	[***]
	 	 	[***]	 	 	 	[***]-13	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]-15	 
	 
	 	 	[***]	 	 	 	[***]-13	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	[***]	 	 	 	[***]-13	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]
	 	 	[***]	 	 	 	[***]-13	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	[***]	 	 	 	[*** ]-13	 	 	 	 	 	 	 	 	 	 	 	 	 







Note: [***] Option Aircraft from the original 100 Option Aircraft were [***].



4.2 Article 21.4 of the Purchase Agreement shall be deleted and replaced 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.






 










 







Option Aircraft Exercise: The option to purchase the Option Aircraft shall be exercised in
groups of [***] as indicated in the above Option Aircraft delivery table, no later than (i)
[***] months prior to the Contractual Delivery Month of the first Option Aircraft in each [***]
Option Groups[***] and (ii) [***] months prior to the Contractual Delivery Month of the first
Option Aircraft in each [***] Option Group [***] The [***]Aircraft [***] Option Aircraft [***].
Buyer shall have the right to [***] the options for any Option Aircraft in any [***] Option
Group.




Exercise of the option to purchase the Option Aircraft shall be accomplished by means of a
written notice from Buyer delivered to Embraer by mail (return receipt requested), express
delivery or facsimile.




In the event an Option Group is not exercised [***] by its [***] as specified in the preceding
paragraph, Buyer shall [***] the Option Aircraft [***] Option Group.




Starting
from Option Group [***], in the event [***]
Option Groups [***] (as
applicable), Buyer shall also [***] Option Groups.




	5.	 	Aircraft Prices
	 
	5.1	 	Aircraft Basic Price for Firm Aircraft: Due to the changes in the Aircraft configuration,
Article 3.1 of the Purchase Agreement shall be deleted and replaced as follows:






3.1 Buyer agrees to pay Embraer in United States dollars, the per unit Aircraft Basic Price
as indicated in the table below:



	 	 	 
	Aircraft #	 	Basic Price[***]
	1 to 3
	 	US$ [***]
	4
	 	US$ [***]
	7
	 	US$ [***]
	5, 6 and 8 to 12
	 	US$ [***]
	13 to 24
	 	US$ [***]
	25
	 	US$ [***]
	26
	 	US$ [***]
	27
	 	US$ [***]
	28 to 30
	 	US$[***] 
	31 to 34
	 	US$[***]
	35 to 39, 42, 43, 45 to 50
	 	US$ [***]
	51 to 106
	 	US$ [***]
	Exercised Option

[***]
	 	US$ [***]








 




			
	[***]	 	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.





 









 






	5.2	 	Aircraft price for Option Aircraft: Due to the changes in the Aircraft configuration, Article
21.1 of the Purchase Agreement shall be deleted and replaced as follows:






21.1 The unit basic price of the Option Aircraft (the “Option Aircraft Basic Price”) is
indicated in the table below, provided that the Option Aircraft is in the configuration
described in Attachment “A”, otherwise adjustments shall be done for any additions and/or
deletions of equipment and/or provisioning as may be agreed to by Buyer and Embraer from
time to time.



	 	 	 
	Option Aircraft #	 	Option Aircraft Basic Price ([***])
	All
	 	US$ [***]






6. Changes in the Escalation Formula



[***] 




7. [***]



All other terms and conditions of the Purchase Agreement, which are not specifically amended by
this Amendment 5, shall remain in full force and effect without any change.






 




			
	[***]	 	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.






 









 





IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and
executed this Amendment 5 to the Purchase Agreement to be effective as of the date first written
above.




	 	 	 	 	 	 	 	 	 	 	 
	Embraer — Empresa Brasileira
de Aeronáutica S.A.	 	 	 	JetBlue Airways Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Artur Coutinho
	 	 	 	By:
	 	/s/ Mark D. Powers	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Artur Coutinho
	 	 	 	Name:
	 	Mark D. Powers	 	 
	Title:

	 	Executive Vice President of
Industrial Operations
	 	 	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ José Luís D. Molina	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	José Luís D. Molina	 	 	 	 	 	 	 	 
	Title:

	 	Vice President Contracts

Airline Market	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	July 18, 2008
	 	 	 	Date:
	 	July 18, 2008	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Place:

	 	São José Dos Campos, Brasil
	 	 	 	Place:
	 	Forest Hills, NY USA	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Witness:

	 	/s/ Rinaldo Piubeli Prado
	 	 	 	Witness:
	 	 /s/ Laura King	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Rinaldo Piubeli Prado
	 	 	 	Name:
	 	Laura King	 	 







 









 





ATTACHMENT “D1” — ESCALATION FORMULA




[***] 






 




			
	[***]	 	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.