exv10w32






Exhibit 10.32









AIRBUS S.A.S.




Memorandum of Understanding



for the Sale of A320 Family Aircraft



to



JETBLUE AIRWAYS CORPORATION


[***]
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.

 









 




	 	 	 	 	 
	Contents	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS
	 	 	2	 
	1. SCOPE
	 	 	7	 
	2. STANDARD SPECIFICATION AND CUSTOMIZATION
	 	 	7	 
	3. NEO OPTION AND RELATED MATTERS
	 	 	8	 
	4. DELIVERY SCHEDULE, [***] AND RELATED MATTERS
	 	 	9	 
	5. AIRCRAFT PRICING CONDITIONS
	 	 	11	 
	6. [***]
	 	 	12	 
	7. PAYMENTS
	 	 	12	 
	8. OTHER PROVISIONS
	 	 	13	 
	9. TIMELINE, CONDITIONS PRECEDENT AND SIGNATURES
	 	 	13	 
	10 CONFIDENTIALITY
	 	 	14	 
	11 LAW AND JURISDICTION
	 	 	14	 
	12. ASSIGNMENT
	 	 	14	 
	13. ENTIRE AGREEMENT
	 	 	14	 
	14. MODIFICATIONS AND DISCLAIMERS OF RELIANCE
	 	 	15	 
	15. COUNTERPARTS
	 	 	15	 
	APPENDIX 1 AIRCRAFT PRICE SUMMARY
	 	 	17	 
	APPENDIX 2 PRICE REVISION FORMULAE
	 	 	17	 
	APPENDIX 3 CUSTOMIZATION
	 	 	17	 
	APPENDIX 4 PERFORMANCE GUARANTEES
	 	 	17	 






Privileged and Confidential




[***]
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 i









 








THIS MEMORANDUM OF UNDERSTANDING (the “MOU”) is entered into this 17 day of June 2011




by




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 the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (“AIRBUS”)




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, United States of America (“JETBLUE”);




hereinafter each individually referred to as a “Party” and collectively as the “Parties.”




WHEREAS, the Parties wish to describe the principal terms on which they may enter into an agreement
for the purchase by JETBLUE of certain Airbus aircraft, and




WHEREAS, the rights and obligations of the parties (other than the confidentiality obligations and
the terms of Section 9 herein) are expressly subject to the provisions of Paragraph 9, including,
among other things, boards of directors approvals and execution and delivery of a binding purchase
agreement satisfactory to each of them.




NOW, THEREFORE, AND SUBJECT TO THE CONDITIONS PRECEDENT OF PARAGRAPH 9, IT IS AGREED AS FOLLOWS:




PROPRIETARY AND CONFIDENTIAL



[***]
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.



1









 








     DEFINITIONS



For all purposes of this MOU, except as otherwise expressly provided or unless the context
otherwise requires, the following terms will have the following meanings:




A319 Airframe — any A319 Aircraft, excluding A319 Propulsion Systems therefor.




A319 Airframe Base Price— as defined in the applicable schedule set forth in Appendix
1 to this MOU.




A319 Backlog Aircraft — any or all of the A319 backlog aircraft that have been
[***] pursuant to Paragraph 4.2(i).




A319 NEO Aircraft — any or all of the A319-100 model aircraft with NEO that have been
[***] pursuant to Paragraph 4.2(ii).




A319 Propulsion Systems — as defined in Appendix 1 to this MOU or Paragraph 3.5, as the
context may require.




A319 Propulsion Systems Base Price — as defined in Appendix 1 to this MOU.




A319 Standard Specification — the A320 Standard Specification Document Number
D.000.02000, Issue 6, dated March 1, 2007, published by AIRBUS.




A320 Aircraft — any A320 aircraft firmly ordered under this MOU and subsequent Purchase
Agreement.




A320 Airframe — any A320 Aircraft, excluding the A320 Propulsion Systems therefor.




A320 Airframe Base Price — as defined in the applicable schedule set forth in Appendix
1 to this MOU.




A320 Backlog Aircraft — any or all of the twenty-two (22) (of the total 52) A320-200
model aircraft originally to be sold by AIRBUS and purchased by JETBLUE pursuant to the Existing
PA as of the date hereof to be sold by AIRBUS and purchased by JETBLUE pursuant to this MOU and
the subsequent Purchase Agreement, as the case may be, together with all components, equipment,
parts and accessories installed in or on such aircraft and the relevant A320 Propulsion Systems
installed thereon.




A320 NEO Aircraft — any and all of the forty (40) firmly ordered A320-200 model
aircraft with NEO to be sold by AIRBUS and purchased by JETBLUE pursuant to this MOU or
subsequent Purchase




PROPRIETARY AND CONFIDENTIAL



[***]
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









 









Agreement, including A320 Airframe and all components, equipment, parts and accessories
installed in or on such aircraft and the applicable A320Propulsion Systems installed thereon
upon delivery.




A320 Propulsion Systems — as defined in Appendix 1 to this MOU or Paragraph 3.5, as the
context may require.




A320 Propulsion Systems Base Price — as defined in Appendix 1 to this MOU.




A320 Standard Specification — the A320 Standard Specification Document Number
D.000.02000, Issue 7, dated March 1, 2007, published by AIRBUS.




A321 Aircraft — any A321 Aircraft firmly ordered under this MOU and subsequent Purchase
Agreement.




A321 Airframe — any A321 Aircraft, excluding the A321 Propulsion Systems therefor.




A321 Airframe Base Price — as defined in the applicable schedule set forth in Appendix
1 to this MOU.




A321 Backlog Aircraft — any or all of the remaining thirty (30) (of the total 52)
A320-200 model aircraft originally to be sold by AIRBUS and purchased by JETBLUE pursuant to the
Existing PA as of the date hereof to be sold by AIRBUS and purchased by JETBLUE pursuant to this
MOU and the subsequent Purchase Agreement as A321-200 model aircraft; and [***]
pursuant to Paragraph 4.2(i), together with all components, equipment, parts and
accessories installed in or on such aircraft and the relevant A321 Propulsion Systems installed
thereon.




A321 NEO Aircraft — any or all of the A321-200 model aircraft with NEO that have been
[***] pursuant to Paragraph 4.2(ii).




A321 Propulsion Systems — as defined in Appendix 1 to this MOU or Paragraph 3.5, as the
context may require.




A321 Propulsion Systems Base Price — as defined in Appendix 1 to this MOU.




A321 Standard Specification — the A321 Standard Specification Document Number
E.000.2000, Issue 4, dated 1st March 2007, published by AIRBUS.




AACS — Airbus Americas Customer Services, Inc., a corporation organized and existing
under the laws of the state of Delaware, having its registered office located at 198 Van Buren
Street, Suite 300, Herndon, Virginia 20170, or any successor thereto.




AET — Airbus Equivalent Thrust




PROPRIETARY AND CONFIDENTIAL



[***]
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









 









Revision Formula — as set forth in Part 1 of Appendix 2.




Aircraft — individually or collectively, the A319 Backlog Aircraft, the A320 Backlog
Aircraft, the A321 Backlog Aircraft, the A319 NEO Aircraft, the A320 NEO Aircraft or the A321
NEO Aircraft, as the context may require.




Airframe Base Price — as defined for each Aircraft in Appendix 1 to this MOU.




BFE — means equipment that is identified in the Specification as being furnished by
JETBLUE.




Backlog Aircraft— any or all of the A319 Backlog Aircraft, the A320 Backlog Aircraft
and the A321 Backlog Aircraft, as the context may require.




Base Price of Propulsion Systems — as defined in Appendix 1 to this MOU, as applicable.




CFMI Leap-X1A24 Reference Price — as defined in Part 2 of Appendix 2.




CFMI Leap-X1A26 Reference Price — as defined in Part 2 of Appendix 2.




CFMI Leap-X1A32 Reference Price — as defined in Part 2 of Appendix 2.




CFM International Price Revision Formula — as set forth in Part 2 of Appendix 2.




[***]




Existing Purchasing Agreement or “Existing PA” — the purchase agreement between the
parties dated as of April 20, 1999, as amended, from which fifty-two (52) A320-200 aircraft are
transferred from and added to this MOU.




Final Aircraft Price — as defined in Paragraph 5.6.




Goods and Services — any goods, excluding Aircraft or aircraft, and services that may be
purchased by JETBLUE from AIRBUS or any of its affiliates and subsidiaries.




IAE V2524-A5 Reference Price — as defined in Part 3 of Appendix 2.




IAE V2527-A5 Reference Price — as defined in Part 3 of Appendix 2.




IAE V2533-A5 Reference Price — as defined in Part 3 of Appendix 2.




International Aero Engines Price Revision Formula — as set forth in Part 3 of Appendix 2.




PROPRIETARY AND CONFIDENTIAL




[***]
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









 








Irrevocable SCNs — an SCN which is irrevocably part of the A319 NEO Specification, the
A320 NEO specification or the A321 NEO Specification, as the context may require.




NEO Aircraft — the A319 NEO Aircraft, the A320 NEO Aircraft and the A321 NEO Aircraft,
as the context may require.




New Engine Option or “NEO” — as defined in Paragraph 3.1.




Payment Date — as defined in Paragraph 7.2.




Predelivery Payments or “PDP” — as defined in Paragraph7.2.




Predelivery Payment Reference Price — as defined in Paragraph 7.2.




Propulsion Systems — means any or all of the A319 Propulsion Systems, A320 Propulsion
Systems and the A321 Propulsion Systems, as the context may require.




Propulsion Systems Manufacturer — individually or collectively, CFM International,
International Aero Engines, and Pratt and Whitney, as the context may require.




Propulsion Systems Reference Price — the CFMI Leap-XA124 Reference Price, CFMI
Leap-XA126 Reference Price, CFMI Leap-XA132 Reference Price, IAE V2524-A5 Reference Price, IAE
V2527-A5 Reference Price, IAE V2533-A5 Reference Price, PW1124G Reference Price, PW1126G
Reference Price or the PW1133G Reference Price, as the context may require.




Purchase Agreement — as defined in Paragraph 1.2.




PW1124G Reference Price — as defined in Part 4 of Appendix 2.




PW1126G Reference Price — as defined in Part 4 of Appendix 2.




PW1133G Reference Price — as defined in Part 4 of Appendix 2.




SCN — as defined in Paragraph 2.2.




Sharklets — as defined in Paragraph 3.3.




Specification — means any or all of the A319 Standard Specification, the A320 Standard
Specification and the A321 Standard Specification, as the context may require, if no SCNs are
signed by the Parties. If SCNs are signed by the Parties, Specification will mean any or all of
the A319 Standard Specification, the A320 Standard Specification and the A321 Standard
Specification, as the context may require, as amended by all such SCNs.




PROPRIETARY AND CONFIDENTIAL




[***]
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









 








Taxes — means any present or future tax, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld
or assessed by any governmental authority or any political subdivision or taxing authority
thereof or therein.




The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this
MOU, and not a particular paragraph thereof. The definition of a singular in this section will
apply to plurals of the same words.




References in this MOU to an exhibit, schedule, article, section, subsection or Paragraph refer
to the appropriate exhibit or schedule to, or article, section, subsection or paragraph in this
MOU.




References in this MOU to any statute will be to such statute as amended or modified and in
effect at the time any such reference is operative.




The term “including” when used in this MOU means “including without limitation” except when used
in the computation of time periods.




Technical and trade terms not otherwise defined herein will have the meanings assigned to them
as generally accepted in the aircraft manufacturing industry.




PROPRIETARY
AND CONFIDENTIAL




[***]
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.



6












 





1. SCOPE





	 	1.1	 	The purpose of this memorandum of understanding (“MOU”) is to set out the basic new terms
and conditions offered by AIRBUS to JETBLUE for (i) the purchase of the A320 Backlog Aircraft
and the A321 Backlog Aircraft [***], currently contracted for under certain terms and
conditions as fifty-two (52) A320 aircraft under the Existing PA and (ii) a new order
requested by JETBLUE for forty (40) A320 NEO Aircraft [***]. The Aircraft are subject to the
conditions set out in Paragraph 9.
	 
	 	1.2	 	JETBLUE and AIRBUS intend to enter into one or more new purchase agreements that will include
the principles set out in this MOU and also amend and supersede the Existing PA with respect
to the Backlog Aircraft in order to, among other things, cancel the Backlog Aircraft therein
and set forth all new terms and conditions applicable to the Aircraft in one or more new
purchase agreements (the “Purchase Agreement”), subject to Paragraph 9 below.





2. STANDARD SPECIFICATION AND CUSTOMIZATION




	 	 	 	 	 	 	 
	 	 	A319	 	A320	 	A321
	Standard Specification

	 	J.000.01000 Issue 6. March 1, 2007
	 	D.000.02000 Issue 7, March 1, 2007
	 	E.000.02000 Issue 4, March 1, 2007
	 
	 	 	 	 	 	 
	Design Weights for Backlog Aircraft

(MTOW/MLW/MZFW)

	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 
	Design Weights for A320 NEO and
A321 Neo Aircraft
(MTOW/MLW/MZFW)

	 	See Paragraph 3.4 below
	 	See Paragraph 3.4 below
	 	See Paragraph 3.4 below







	 	2.1	 	JETBLUE has selected the International Aero Engines for all the Backlog Aircraft.
Paragraph 3.5 below describes the engine choices available for the NEO Aircraft.
	 
	 	2.2	 	Appendix 3 hereto further details the customized specification for the Aircraft. The
Standard Specification, for the Aircraft as amended by Appendix 3 or otherwise amended after
the date hereof by written agreement between AIRBUS and JETBLUE in the form of a specification
change notice (“SCN”), shall be referred to as the “Specification” for the Aircraft.
	 
	 	2.3	 	The availability of Sharklets for A320 Backlog Aircraft and A321 Backlog Aircraft delivering
in 2013 remains subject to industrial and certification constraints, provided however that
each such Backlog Aircraft scheduled to deliver in 2013, shall be delivered with Sharklets in
accordance with the schedule set forth herein or shall be delivered, at a minimum, with
respect to A320 Backlog Aircraft, with full Sharklets provisions.
	 
	 	2.4	 	AIRBUS is considering turning certain items (including but not limited to galleys and
galley’s stowages), which are currently JETBLUE furnished equipment (“BFE”) in the
Specification, into AIRBUS furnished equipment (“SFE”) and the parties agree that such BFE
items, should they





PROPRIETARY AND CONFIDENTIAL



[***]
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









 









	 	 	 	become SFE, shall be [***]. The parties agree that should such BFE items become
SFE items, the resulting new budget of the SCN and BFE for such items shall be [***].






	 	3.	 	NEO OPTION AND RELATED MATTERS
	 
	 	3.1	 	AIRBUS also offers and Buyer shall purchase certain A320 family aircraft with a new engine
option (the “New Engine Option” or “NEO”) applicable to the A319, A320, and A321 aircraft. The
A320 family aircraft incorporating such NEO shall be referred to as the “NEO Aircraft” and the
forty (40) incremental firm A320, A321 or A319 Aircraft ordered by JETBLUE pursuant to
Paragraph 1 above shall be deemed NEO Aircraft.
	 
	 	3.2	 	The respective A319/A320/A321 NEO specifications shall be derived from the current A320
family specification, and are based on the new engines quoted below together with the required
airframe structural adaptations as well as Aircraft systems and software adaptations required
to operate such new engines
	 
	 	3.3	 	The NEO Aircraft specification shall incorporate the new large wingtip device (the
“Sharklets”) currently designed by AIRBUS to enhance, among other things, the eco-efficiency
and payload range performance of the A320 family aircraft.
	 
	 	3.4	 	The MLW and MZFW design weights shall be revised [***] to reflect the NEO as follows:





	 	 	 	 	 

	A320-200 : MTOW: [***]

	 	MLW: [***] (*)	 	MZFW : [***] (*)
	A321-200 : MTOW [***]

	 	MLW: [***] (*)
	 	MZFW : [***] (*)
	A319-100 : MTOW: [***]

	 	MLW: [***] (*)
	 	MZFW : [***] (*)







	 	 	 	(*): MLW and MZFW are indicative design weights representative of the NEO Aircraft. NEO
design weights shall be updated with the final specification.






	 	3.5	 	The NEO Aircraft will be equipped with a set of either of the engine models listed below. The
engine type shall be selected by JETBLUE at its sole discretion and advised to AIRBUS by the
time of signature of the Purchase Agreement [***]. Upon selection, each shall be referred to
as “Propulsion Systems”.





PROPRIETARY AND CONFIDENTIAL



[***]
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.



8









 








	 	 	 	 	 
	Aircraft Type	 	CFMI Leap-X	 	PW 1100 G
	A319-100 NEO 

Aircraft

	 	LEAP-X1A24

AET (23,500 lbf)
	 	PW1124G

AET (23,500 lbf)
	 
	 	 	 	 
	A320-200 NEO 

Aircraft

	 	LEAP-X1A26

AET (26,300 lbf)
	 	PW1127G

AET (26,300 lbf)
	 
	 	 	 	 
	A321-200 NEO 

Aircraft

	 	LEAP-X1A32

AET (32,100 lbf)
	 	PW1133G

AET (32,100 lbf)







	 	 	AET means Airbus Equivalent Thrust






	3.6	 	Each of the three (3) A320 family NEO airframe types (A319, A320, A321) are planned to be
manufactured and certified by AIRBUS with each engine manufacturer (CFM and Pratt & Whitney)
and each engine type and with revised design weight variants.
	 
	 	 	The first airframe / engine brand combination to be certified no later than shall be a NEO
Aircraft of the A320 type. Further airframe/engine brand combinations will be determined by
Airbus in light of commercial and industrial requirements.
	 
	 	 	Other airframe / engine combinations certification shall follow in sequence, with the
objective to complete all firmly ordered airframe / engine combinations’ certification no
later than [***].
	 
	3.7	 	Appendix 3 hereto further details the customized specification for the A320, A321 and A319
NEO Aircraft.





4.  DELIVERY SCHEDULE, AND RELATED MATTERS 




4.1 Delivery Schedule





	(i)	 	The Aircraft shall be ready for delivery to JETBLUE at the respective Aircraft’s final
assembly line according to the following scheduled delivery periods (the “Scheduled Delivery
Periods”), provided that the first row setting forth the Existing PA schedule is provided
purely for reference purposes.






PROPRIETARY AND CONFIDENTIAL


[***]
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.



9









 











	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2011	 	 	2012	 	 	2013	 	 	2014	 	 	2015	 	 	2016	 	 	2017	 	 	2018	 	 	2019	 	 	2020	 	 	2021	 	 	Total	 
	Existing PA 

order — A320
	 	 	1 [***]	 	 	 	7 ([***]	)	 	 	7	 	 	 	12	 	 	 	15	 	 	 	10	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	52	 
	New firm delivery schedule Backlog Aircraft
	 	 	1 A320	 	 	 	7 A320	 	 	 	4 A320 

3A321 **		 	 	9 A321 

**		 	 	10 A321 

**		 	 	2 A320 

8 A321 

**		 	 	8 A320	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	22 30	 
	40 A320neo Aircraft
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	[***]*		 	 	[***]*		 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	40	 
	Total New JBU
	 	 	1	 	 	 	7	 	 	 	7	 	 	 	9	 	 	 	10	 	 	 	10	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	92	 








 




			
	*	 	Subject to NEO engine/airframe sequence of certification-schedule subject to change as per
Paragraph 4.1 (iii) below
	 
	**	 	Subject to signature of SCNs, the [***] shall be delivered with [***] while the
[***] shall be delivered with [***].






	 	(ii)	 	The above delivery positions remain subject to prior sale or other disposition until
fulfillment of the conditions set out in Paragraph 9 hereunder.
	 
	 	(iii)	 	The delivery schedule indicated above in Paragraph 4.1(i) may be [***].
Provided that the conditions set forth in Paragraph 9 below are fulfilled, and subject to
the provisions of this Paragraph 4.1 (iii), AIRBUS shall reserve [***] or JETBLUE the
deliveries stated in Paragraph 4.1(i).






	(iv)	 	The Scheduled Delivery Periods are for Aircraft complying with the relevant Standard
Specification and may be subject to review when the final Specification has been defined. Such
Scheduled Delivery Periods will only be guaranteed if the Specification is finalized and BFE
is received at dates consistent with the proposed Scheduled Delivery Periods.
	 
	(v)	 	AIRBUS and JETBLUE will, no later than [***].
	 
	4.2	 	[***]





PROPRIETARY AND CONFIDENTIAL




[***]
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












 






	5.	 	AIRCRAFT PRICING CONDITIONS
	 
	5.1
The detailed pricing for the Backlog Aircraft and the NEO Aircraft is attached as Appendix 1
hereto. All prices in Appendix 1 are (i) expressed in US dollars (ii) expressed in [***]
delivery conditions, and (iii) subject to revision until delivery of the respective Aircraft
in accordance with the Airbus Price Revision Formula, subject to Paragraph 6 below, the CFMI Price
Revision Formula, the IAE Price Revision Formula or the PW Price Revision Formula, detailed in
Appendix 2 attached hereto, as applicable.
	 
	5.2	 	The Base Price of Propulsion Systems pricing set forth in Appendix 1 for the Backlog Aircraft
are computed from the IAE Reference Price as set forth in the IAE Price Revision Formula,
attached hereto as Appendix 2, and will adjust up to the delivery of each respective Aircraft
in accordance with such IAE Price Revision Formula.
	 
	5.3	 	The Reference Price of Propulsion Systems for the NEO Aircraft as set forth in Appendix 1
will (i) adjust up to the delivery of each respective Aircraft in accordance with either the
CFMI Price Revision Formula or the PW Price Revision Formula, as applicable and (ii)
correspond to the thrust rating defined for the respective Propulsion Systems in Paragraph 3.5
and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.
	 
	5.4	 	All Purchase Incentives as set forth in Appendix 1 hereto (excluding [***]), shall be made
available to JETBLUE [***] and will be [***]. Unless JETBLUE gives AIRBUS notice to the
contrary at least ten (10) days before delivery of the relevant Aircraft, the applicable
Purchase Incentives will [***].
	 
	5.5	 	The availability of the engines for all Aircraft is subject to the agreement of the engine
manufacturer. It is understood that the engine base and reference prices set forth in Appendix
1 and the engine price revision formulae set forth in Appendix 2 are based upon information
received from the engine manufacturer and remain subject to modifications as may be issued
from time to time by the engine manufacturer or any changes to the engine for these Aircraft.
All engine concessions are for illustration purposes only, and subject to direct negotiation
between JETBLUE and the engine manufacturers.
	 
	5.6	 	The Final price of each Aircraft at delivery (the “Final Aircraft Price”) will be the sum of:






	 	(i)	 	the respective Airframe Base Price, adjusted to the date of delivery in
accordance with the Airbus Price Revision Formula,
	 
	 	(ii)	 	the base price of (a) the Irrevocable SCNs (New Engine Option and installation
of Sharklets) and (b) the Master Charge Engine, applicable only to the CFMI Leap-X
Propulsion Systems, included in this MOU or in the Purchase Agreement, and both





PROPRIETARY AND CONFIDENTIAL


[***]
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.



11









 






	 	 	 	adjusted to the date of each Aircraft delivery in accordance with the Airbus Price
Revision Formula,
	 
	 	(iii)	 	the base price of all additional SCNs mutually agreed upon at or after
signature of the MOU or Purchase Agreement and adjusted to the date of each Aircraft
delivery in accordance with the Airbus Price Revision Formula,
	 
	 	(iv)	 	the reference price of the applicable Propulsion Systems, as quoted by the
relevant Propulsion Systems manufacturer to AIRBUS and adjusted to the date of Aircraft
delivery in accordance with the relevant Propulsion Systems manufacturer’s price
revision formula, and
	 
	 	(v)	 	as the case may be, any amount from any other provisions of the Purchase
Agreement and/or any other written between JETBLUE and AIRBUS.






	6.	 	[***]
	 
	7.	 	PAYMENTS
	 
	7.1	 	[***]
	 
	 	 	In consideration of AIRBUS reserving for JETBLUE the terms and conditions, including the
price conditions and deliveries, stated in this MOU, JETBLUE will pay to AIRBUS [***] per
Aircraft (the “[***]”) (for an aggregate total of [***].
	 
	7.2	 	Predelivery Payments
	 
	7.2.1	 	AIRBUS and JETBLUE agree that, [***], the PDPs currently held by AIRBUS for the Backlog
Aircraft under the Existing PA will be [***].
	 
	7.2.2	 	The Predelivery Payments for each Aircraft will amount to [***]. Such Predelivery Payments
shall be paid to AIRBUS according to the following schedule:





	 	 	 
	Payment Date	 	Amount
	[***]
	 	[***] *
	 
	 	 
	On the first day of the month that is:
	 	 
	 
	 	 
	[***]
	 	[***]
	 
	 	 
	[***]
	 	[***]
	 
	 	 
	[***]
	 	[***]
	 
	 	 
	TOTAL
	 	[***]








 




			
	*	 	Total amount of [***] for A320 NEO Aircraft, pursuant to Paragraph 7.1 above.





PROPRIETARY AND CONFIDENTIAL


[***]
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.



12









 








	8.	 	OTHER PROVISIONS






	8.1	 	[***]
	 
	8.2	 	WINGLET RETROFIT ON EXISTING FLEET OF A320-200 AIRCRAFT
	 
	 	 	AIRBUS will offer [***] to JETBLUE a certified winglet retrofit modification for its fleet
of IAE powered in-service eligible A320-200 aircraft, [***], and for in-service availability
no later than  [***] (the “Winglet
Retrofit”). If AIRBUS  [***], then JETBLUE shall be entitled to terminate this MOU [***] by
written notice to Airbus.
	 
	8.3	 	PRODUCT SUPPORT PACKAGE
	 
	 	 	AIRBUS will provide JETBLUE with a complete product support package for the Aircraft,
including warranties, spares support, training (including the provision of A320/A321
aircraft differential data package), technical field support and A320 Backlog Aircraft, A321
Backlog Aircraft, and A320 NEO Aircraft performance guarantees. This product support
package will be included in the Purchase Agreement.
	 
	 	 	The performance guarantees for the A320 Backlog Aircraft and the A321 Backlog Aircraft will
be substantially similar in scope and content as set forth in the performance guarantee for
A320 Aircraft in the Existing PA also adjusted to reflect the A320 Backlog Aircraft
Specification.
	 
	 	 	The performance guarantees for the A320 NEO Aircraft will be substantially similar in scope
and content as set forth in Appendixes 4A and 4B to this MOU.






	9.	 	TIMELINE, CONDITIONS PRECEDENT AND SIGNATURES
	 
	9.1	 	Unless this MOU has been executed and delivered by both parties together with receipt by
AIRBUS of [***] as set forth in Paragraph 7 above [***]) by June 21, 2011 (the “Expiration
Date”), this MOU shall be deemed withdrawn and invalid.






	9.2	 	(i) 	 	This MOU, other than the confidentiality obligations and the terms of this Paragraph 9,
will remain subject to (i) AIRBUS’ and JETBLUE’ s corporate and board approvals and (ii)
execution of an Amendment to the Existing PA rescheduling certain Backlog
Aircraft, both by no later than June 21, 2011 (the “Amendment”). Upon fulfillment
of both (i) and (ii), this MOU shall become binding between JETBLUE and AIRBUS and





PROPRIETARY AND CONFIDENTIAL



[***]
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.


13









 








	 	 	 	not subject to any other condition precedent except as set forth in Paragraph 9.2
(iii) below. Thereupon, [***], subject to Paragraph 9.2(iii), below.






	 	(ii)	 	After execution of this MOU, the parties will also work in good faith to
execute the Purchase Agreement by [***]. Notwithstanding the foregoing, the Parties
acknowledge that failure to agree upon certain customary and material provisions in the
Purchase Agreement after good faith negotiations, including but not limited to (i)
liquidated damages (ii) performance guarantees, and (iii) warranties, shall give either
Party the right to terminate by [***], this MOU without penalty or further obligation
to the other Party, provided that [***].
	 
	 	(iii)	 	Notwithstanding anything to the contrary in this MOU, in the event AIRBUS [***] within the timeline described in
Paragraph 8.2 above , then JETBLUE shall be entitled to terminate this MOU as set forth
therein above.
	 
	 	(iv)	 	In the event of a termination in accordance with Paragraph 8.2 above, this MOU
will then automatically and concurrently be null and void, except that (a) AIRBUS will
[***], and (b) the parties agree that the Amendment will remain valid and in full force
and effect, and all other terms and conditions applicable to the Backlog Aircraft
shall, passim, be deemed to have remained in effect as set forth in the Existing PA
prior to signature of this MOU and the parties shall undertake any such steps necessary
to give effect to such reinstatement.






	10 	 	CONFIDENTIALITY
	 
	 	 	This MOU is subject to the terms contained in Clause 22.5 of the Existing PA.
	 
	11 	 	LAW AND JURISDICTION
	 
	 	 	This MOU and the rights and obligations of the Parties will be governed by and construed in
accordance with the laws of the State of New York. Any dispute arising hereunder will be
referred to the Federal or State courts located in the Borough of Manhattan, New York City,
New York, and each of the Parties irrevocably submits to and accepts such jurisdiction.
	 
	 	 	It is agreed that the United Nations Convention on Contracts for the International Sale of
Goods will not apply to this MOU or to the agreements contemplated herein.
	 
	12.	 	ASSIGNMENT
	 
	 	 	The terms and conditions of this MOU may not be assigned by either Party to any third party
without prior written consent of the other Party.
	 
	13.	 	ENTIRE AGREEMENT





PROPRIETARY AND CONFIDENTIAL



[***]
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.


14









 






	 	 	This MOU constitutes the complete proposal by AIRBUS to JETBLUE with respect to the potential
sale of the Aircraft that are the subject hereof. This MOU supersedes any previous issues,
understandings, commitments or representations whatsoever, whether oral or written, in respect
thereto with respect to the subject matter contained herein.



This MOU when executed will become fully binding to the extent provided in Section 9 hereof and
constitute the entire agreement between the Parties (other than as provided in the immediately
preceding Paragraph) and shall not be amended except by an instrument in writing of even date
herewith or subsequent hereof executed by both Parties.
	 
	14.	 	MODIFICATIONS AND DISCLAIMERS OF RELIANCE
	 
	 	 	This MOU may not be amended or modified except in a writing signed by both Parties.
The Parties disclaim, to the maximum extent permitted by law, any reliance upon any oral statements, acts, or omissions.
	 
	15.	 	COUNTERPARTS
	 
	 	 	This MOU may be executed by the Parties hereto in separate counterparts, each of which when
so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument.
Such counterparts may be delivered via facsimile and/or electronic mail (provided that an original is subsequently delivered).





PROPRIETARY AND CONFIDENTIAL



[***]
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.



15











 




IN WITNESS WHEREOF, the Parties have caused this MOU to be signed by their respective
officers thereunto duly authorized as of the day and year first above written.




	 	 	 	 	 	 	 	 	 	 	 

	AGREED AND ACCEPTED	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	JETBLUE AIRWAYS CORPORATION	 	 	 	AIRBUS S.A.S.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Dave Barger
	 	 	 	By:
	 	/s/ John J. Leahy	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	Its:

	 	Chief Executive Officer
	 	 	 	Its:
	 	Chief Operating Officer, Customers	 	 






PROPRIETARY AND CONFIDENTIAL





[***]
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.




16









 








APPENDIX CONTENTS




APPENDIX 1 AIRCRAFT PRICE SUMMARY




	 	 	 

	A319

	 	Backlog Aircraft
	A319

	 	NEO Aircraft
	A320

	 	Backlog Aircraft
	A320

	 	NEO Aircraft
	A321

	 	Backlog Aircraft
	A321

	 	NEO Aircraft






APPENDIX
2 PRICE REVISION FORMULAE




	 	 	 

	PART 1

	 	AIRBUS PRICE REVISION FORMULA
	PART 2

	 	CFMI PRICE REVISION FORMULA
	PART 3

	 	IAE PRICE REVISION FORMULA
	PART 4

	 	PW PRICE REVISION FORMULA






APPENDIX
3 CUSTOMIZATION




	 	 	 

	A320

	 	BACKLOG AIRCRAFT
	A320

	 	NEO AIRCRAFT
	A321

	 	BACKLOG AIRCRAFT
	A321

	 	NEO AIRCRAFT





APPENDIX 4 PERFORMANCE GUARANTEES




APPENDIX 4A A320 NEO PERFORMANCE GUARANTEE/CFM

APPENDIX 4B A320 NEO PERFORMANCE GUARANTEE/PW




PROPRIETARY AND CONFIDENTIAL





17











 





JBU  — A319 BACKLOG AIRCRAFT PRICING SUMMARY

[***]




	 	 	 	 	 

	[***]
	 	 	 	 
	 
	 	 	 	 
	[***]

	 	 	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 
	 	 	 	 
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	=
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	=
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	=
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 
	 	 	 	 
	[***]

	 	[***]
	 	[***]
	[***]
	 	 	 	 






PROPRIETARY AND CONFIDENTIAL



[***]
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.




18









 








JBU  — A319 NEO AIRCRAFT PRICING SUMMARY




[***]




	 	 	 	 	 	 	 

	[***]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	[***]

	 	 	 	 	 	=
	[***]

	 	[***]
	 	[***]	 	 
	[***]

	 	[***]
	 	[***]	 	 
	[***]

	 	[***]
	 	[***]
	 	=
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	 	 	[***]
	 	[***]
	[***]
	 	 	 	 	 	 






PROPRIETARY AND CONFIDENTIAL



[***]
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.




19









 







JBU  — A320 BACKLOG AIRCRAFT PRICING SUMMARY

[***]




	 	 	 	 	 

	[***]
	 	 	 	[***]
	[***]

	 	 	 	
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 
	 	 	 	 
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	 
	 	 






PROPRIETARY AND CONFIDENTIAL




[***]
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.



20











 





JBU  — A320 NEO AIRCRAFT PRICING SUMMARY

[***]




	 	 	 	 	 	 	 

	[***]
	 	 	 	 	 	 
	[***]

	 	 	 	 	 	[***]
	[***]

	 	[***]
	 	[***]	 	 
	[***]

	 	[***]
	 	[***]	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	 	 	[***]
	 	[***]






PROPRIETARY AND CONFIDENTIAL




[***]
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.



21











 







JBU  — A321 BACKLOG AIRCRAFT PRICING SUMMARY




[***]




	 	 	 	 	 

	[***]
	 	 	 	 
	[***]

	 	 	 	[***]
	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]

	[***]

	 	[***]
	 	[***]

	 
	 	 	 	 
	[***]

	 	[***]
	 	[***]

	[***]
	 	 	 	 






PROPRIETARY AND CONFIDENTIAL




[***]
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.



22











 





JBU  — A321 NEO AIRCRAFT PRICING SUMMARY

[***]




	 	 	 	 	 	 	 
	[***]
	 	 	 	 	 	 
	[***]

	 	 	 	 	 	[***]
	[***]

	 	[***]
	 	[***]	 	 
	[***]

	 	[***]
	 	[***]	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	 	 	[***]
	 	[***]
	[***]

	 	 	 	[***]
	 	[***]
	[***]

	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	[***]
	 	 	 	 	 	 







PROPRIETARY AND CONFIDENTIAL




[***]
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.



23











 





APPENDIX 2




PART 1 AIRBUS PRICE REVISION FORMULA





	1.1	 	Base Prices
	 
	 	 	The base prices (Airframe Base Price, SCN Budget, New Engine Option NEO, Sharklets, and
Master Charge Engine) and the airframe purchase incentives ([***]) defined in Paragraph
5 and Appendix 1 to this MOU are subject to adjustment for changes in economic
conditions as measured by data obtained from the US Department of Labor, Bureau of
Labor Statistics and in accordance with the provisions hereof.
	 
	1.2	 	Base Period
	 
	 	 	The base prices have been established in accordance with the average economic
conditions prevailing in December 2008, January 2009, February 2009 and corresponding
to a theoretical delivery in January 2010 as defined by “ECIb” and “ICb” index values
indicated hereafter.
	 
	1.3	 	Indexes
	 
	 	 	Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter
referred to as “ECI336411W”, quarterly published by the US Department of Labor, Bureau
of Labor Statistics, in “NEWS”, and found in: Table 9, “WAGES and SALARIES (not
seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private
industry workers by industry and occupational group”, or such other name that may be
from time to time used for the publication title and/or table, (Aircraft manufacturing,
NAICS Code 336411, base month and year December 2005 = 100).
	 
	 	 	The quarterly value released for a certain month (March, June, September and December)
shall be the one deemed to apply for the two (2) preceding months.
	 
	 	 	Index code for access on the Web site of the US Bureau of Labor Statistics:
CIU2023211000000I.
	 
	 	 	Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published
in “PPI Detailed report” (found in Table 6. “Producer price indexes and percent changes
for commodity groupings and individual items not seasonally adjusted” or such other
names that may be from time to time used for the publication title and/or table). (Base
Year 1982 = 100).
	 
	 	 	Index code for access on the Web site of the US Bureau of Labor Statistics:
WPU03THRU15.





PROPRIETARY AND CONFIDENTIAL




[***]
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.




24









 









	1.4	 	Revision Formula
	 
	 	 	[***]





1.5 General Provisions





	1.5.1	 	Rounding
	 
	 	 	The Labor Index average and the Material Index average shall be computed to the first
decimal. If the next succeeding place is five (5) or more, the preceding decimal place
shall be raised to the next higher figure.
	 
	 	 	Each quotient shall be rounded to the nearest then thousandth (4 decimals). If the next
succeeding place is five (5) or more, the preceding decimal place shall be raised to
the next higher figure.
	 
	 	 	The final factor shall be rounded to the nearest ten thousandth (4 decimals).
	 
	 	 	The final price shall be rounded to the nearest whole number (0.5 or more rounded to
1).
	 
	1.5.2	 	Substitution of Indexes for Airbus Price Revision Formula
	 
	 	 	If;






	 	(i)	 	the United States Department of Labor substantially revises the
methodology of calculation of the Labor Index or the Material Index as used in the
Airbus Price Revision Formula, or
	 
	 	(ii)	 	the United States Department of Labor discontinues, either
temporarily or permanently, such Labor Index or such Material Index, or
	 
	 	(iii)	 	the data samples used to calculate such Labor Index or such Material
Index are substantially changed;
	 
	 	 	 	AIRBUS shall select a substitute index for inclusion in the Airbus Price Revision
Formula (the “Substitute Index”).
	 
	 	 	 	The Substitute Index shall reflect as closely as possible the actual variance of the
Labor Costs or of the material costs used in the calculation of the original Labor
Index or Material Index as the case may be.
	 
	 	 	 	As a result of the selection of the Substitute Index, AIRBUS shall make an appropriate
adjustment to the Airbus Price Revision Formula to combine the successive utilization
of the original Labor Index or Material Index (as the case may be) and of the
Substitute Index.






	1.5.3	 	Final Index Values





PROPRIETARY AND CONFIDENTIAL



[***]
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.



25









 









	 	 	The index values as defined in Clause 1.4. hereof shall be considered final and no
further adjustment to the basic prices as revised at delivery of the Aircraft shall be
made after Aircraft delivery for any subsequent changes in the published index values.
	 
	1.5.4	 	Limitation
	 
	 	 	Should the sum [***].





PROPRIETARY AND CONFIDENTIAL





[***]
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.



26









 









	 
	 
	 
	 
	 
	 	 	PART 2     CFM INTERNATIONAL PRICE REVISION FORMULA

(APPLICABLE TO ENGINES ON A320 NEO AND A321 NEO AIRCRAFT)






	2.1	 	Reference Price of the Propulsion Systems
	 
	 	 	The Reference Price for a set of two (2) CFM INTERNATIONAL LEAP-X series engines is as follows:






	 	 	 	US$[***] (US dollars — [***] for LEAP — X1A24
	 
	 	 	 	US$[***] (US dollars — [***]) for LEAP-X1A26
	 
	 	 	 	US$[***] (US dollars — [***]) for LEAP-X1A32






	 	 	This Reference Price applies to the Engine type as specified in the MOU.
	 
	 	 	This Reference Price is subject to adjustment for changes in economic conditions as measured by data obtained from
the US Department of Labor, Bureau of Labor Statistics and in accordance with the provisions of Clauses 2.4 and 2.5
hereof.
	 
	2.2	 	Reference Period
	 
	 	 	The Reference Price for a set of two (2) CFM INTERNATIONAL LEAP-X series engines has been established in accordance
with the economic conditions prevailing for a theoretical delivery in [***] as defined by CFM INTERNATIONAL by the
Reference Composite Price Index (CPI) [***].
	 
	2.3	 	Indexes
	 
	 	 	Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter
referred to as “ECI336411W”, quarterly published by the US Department of Labor, Bureau of
Labor Statistics, in “NEWS”, and found in: Table 9, “WAGES and SALARIES (not seasonally
adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by
industry and occupational group”, or such other name that may be from time to time used
for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base
month and year December 2005 = 100 , hereinafter multiplied by [***] and rounded to the
first decimal place).
	 
	 	 	The quarterly value released for a certain month (March, June, September and December)
shall be the one deemed to apply for the two preceding months.
	 
	 	 	Index code for access on the Web site of the US Bureau of Labor Statistics:
CIU2023211000000I





PROPRIETARY AND CONFIDENTIAL




[***]
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.




27









 









	 	 	Material Index: “Industrial Commodities” (hereinafter referred to as “IC”)
as published in “PPI detailed report” (found in Table 6. “Producer price indexes and
percent changes for commodity groupings and individual items not seasonally adjusted” or
such other names that may be from time to time used for the publication title and/or
table). (Base Year 1982 = 100).
Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15.






	2.4	 	Revision Formula
	 
	 	 	[***]
	 
	2.5	 	General Provisions
	 
	2.5.1	 	Roundings






	 	(i)	 	The Material index average ([***]) shall be rounded to the
nearest second decimal place and the labor index average ([***]) shall be
rounded to the nearest first decimal place.
	 
	 	(ii)	 	[***] shall be rounded to the nearest second decimal place.
	 
	 	(iii)	 	The final factor ([***]) shall be rounded to the nearest third
decimal place.






	 	 	If the next succeeding place is five (5) or more, the preceding decimal place shall be
raised to the next higher figure. After final computation [***] shall be rounded to the
nearest whole number (0.5 rounds to 1).






	2.5.2	 	Final Index Values
	 
	 	 	The revised Reference Price at the date of Aircraft Delivery shall not be subject to
any further adjustments in the indexes.
	 
	2.5.3	 	Interruption of Index Publication
	 
	 	 	If the US Department of Labor substantially revises the methodology of calculation or
discontinues any of these indexes referred to hereabove, AIRBUS shall reflect the
substitute for the revised or discontinued index selected by CFM INTERNATIONAL, such
substitute index to lead in application to the same adjustment result, insofar as
possible, as would have been achieved by continuing the use of the original index as it
may have fluctuated had it not been revised or discontinued.
	 
	 	 	Appropriate revision of the formula shall be made to accomplish this result.
	 
	2.5.4	 	Annulment of the Formula





PROPRIETARY AND CONFIDENTIAL




[***]
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.




28









 









	 	 	Should the above escalation provisions become null and void by action of the US
Government, the Reference Price shall be adjusted due to increases in the costs of
labor and materiel which have occurred from the period represented by the applicable
Reference Composite Price Index to the twelfth (12th) month prior to the scheduled
month of Aircraft Delivery.
	 
	2.5.5	 	Limitation
	 
	 	 	Should the ratio [***].





PROPRIETARY AND CONFIDENTIAL




[***]
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.



29












 






			
	PART 3	 	INTERNATIONAL AERO ENGINES PRICE REVISION FORMULA

(APPLICABLE TO ENGINES ON ALL BACKLOG AIRCRAFT)






	3.1	 	Reference Price of Propulsion Systems
	 
	 	 	The Reference Price for a set of two (2) INTERNATIONAL AERO ENGINES is as follows:






	 	 	 	US$[***] (US dollars — [***]) for V2524-A5 series Engines,
	 
	 	 	 	US$[***] (US dollars — [***]) for V2527-A5 series Engines and
	 
	 	 	 	USD [***] (US dollars — [***]) for V2533-A5 series Engines.






	 	 	This Reference Price applies to the Engine type as specified in the MOU.
	 
	 	 	This Reference Price is subject to adjustment for changes in economic conditions as measured by data obtained from
the US Department of Labor, Bureau of Labor Statistics, and in accordance with the provisions hereof.
	 
	3.2	 	Reference Period
	 
	 	 	The above Reference Price has been established in accordance with the averaged
economic conditions prevailing in June 2005, July 2005 and August 2005 (delivery
conditions January 2006), as defined, according to INTERNATIONAL AERO ENGINES by the
ECIb and ICb, index values indicated in Clause 3.4. hereof.
	 
	3.3	 	Indexes
	 
	 	 	Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter
referred to as “ECI336411W”, quarterly published by the US Department of Labor, Bureau
of Labor Statistics, in “NEWS”, and found in: Table 9, “WAGES and SALARIES (not
seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private
industry workers by industry and occupational group”, or such other name that may be
from time to time used for the publication title and/or table, (Aircraft manufacturing,
NAICS Code 336411, base month and year December 2005 = 100).
	 
	 	 	The quarterly value released for a certain month (March, June, September and December)
shall be the one deemed to apply for the two preceding months.
	 
	 	 	Index code for access on the Web site of the US Bureau of Labor Statistics:
CIU2023211000000I
	 
	 	 	Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published
in “PPI detailed report” (found in Table 6. “Producer price indexes and percent changes
for





PROPRIETARY AND CONFIDENTIAL




[***]
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.




30









 






	 	 	commodity groupings and individual items not seasonally adjusted” or such other names
that may be from time to time used for the publication title and/or table). (Base Year
1982 = 100).
	 	 	Index code for access on the Web site of the US Bureau of Labor Statistics:
WPU03THRU15.
	 
	3.4	 	Revision Formula
	 
	 	 	[***]






PROPRIETARY AND CONFIDENTIAL




[***]
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.



31









 











	3.5	 	 General Provisions
	 
	3.5.1	 	Roundings






	 	(i)	 	[***] and [***] shall be calculated to the nearest tenth (1 decimal).
	 
	 	(ii)	 	Each quotient ([***]) shall be calculated to the nearest ten-thousandth
(4 decimals).
	 
	 	(iii)	 	The final factor shall be rounded to the nearest ten-thousandth (4
decimals).






	 	 	If the next succeeding place is five (5) or more the preceding decimal place shall be
raised to the nearest higher figure.
	 
	 	 	After final computation [***] shall be rounded to the nearest whole number (0.5 rounds
to 1).
	 
	3.5.2	 	Final Index Values
	 
	 	 	The revised Reference Price at the date of Aircraft delivery shall be the final price
and shall not be subject to any further adjustments in the indexes.
	 
	 	 	If no final index values are available for any of the applicable month, the then
published preliminary figures shall be the basis on which the Revised Reference Price
shall be computed.
	 
	3.5.3	 	Interruption of Index Publication
	 
	 	 	If the US Department of Labor substantially revises the methodology of calculation or
discontinues any of these indexes referred to hereabove, AIRBUS shall reflect the
substitute for the revised or discontinued index selected by INTERNATIONAL AERO
ENGINES, such substitute index to lead in application to the same adjustment result,
insofar as possible, as would have been achieved by continuing the use of the original
index as it may have fluctuated had it not been revised or discontinued.
	 
	 	 	Appropriate revision of the formula shall be made to accomplish this result.
	 
	3.5.4	 	Annulment of Formula
	 
	 	 	Should the above escalation provisions become null and void by action of the US
Government, the Reference Price shall be adjusted due to increases in the costs of
labor and materiel which have occurred from the period represented by the applicable
Reference Price Indexes to the fifth (5th), sixth (6th) and seventh (7th) month prior
to the scheduled Aircraft delivery.





PROPRIETARY AND CONFIDENTIAL



[***]
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.




32









 












	3.5.5	 	Limitation
	 
	 	 	Should the revised Reference Price [***], the final price shall be [***].





PROPRIETARY AND CONFIDENTIAL




[***]
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.



33









 












			
	PART 4	 	PRATT AND WHITNEY PRICE REVISION FORMULA

(APPLICABLE TO ENGINES ON A320 NEO AND A321 NEO AIRCRAFT)






	4.1	 	Reference Price of the Propulsion Systems






     The Reference Price for a set of two (2) PRATT AND WHITNEY PW1100G Engines is as
follows:




	 	 	 	US$[***] (US dollars — [***]) for PW1124G,
	 
	 	 	 	US$[***] (US dollars — [***]) for PW1127G, and
	 
	 	 	 	US$[***] (US dollars — [***]) for PW1133G.






	 	 	 	The Reference Price is subject to adjustment for changes in economic conditions as
measured by data obtained from the US Department of Labor, Bureau of Labor Statistics,
and in accordance with the provisions hereof.






	4.2	 	Base Period






	 	 	 	The Reference Price has been established in accordance with the average economic
conditions prevailing in December 2008, January 2009, February 2009 and corresponding
to a theoretical delivery in January 2010 as defined by “ECIb”, “ICb” and “C10b” index
values indicated hereafter.






	4.3	 	Indexes






	 	 	 	Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing”
hereinafter referred to as “ECI336411W”, quarterly published by the US Department of
Labor, Bureau of Labor Statistics, in “NEWS”, and found in Table 9, “WAGES and SALARIES
(not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private
industry workers by industry and occupational group”, or such other name that may be
from time to time used for the publication title and/or table, (Aircraft manufacturing,
NAICS Code 336411, base month and year December 2005 = 100).
	 
	 	 	 	The quarterly value released for a certain month (March, June, September and December)
shall be the one deemed to apply for the two preceding months.
	 
	 	 	 	Index code for access on the Web site of the US Bureau of Labor Statistics:
CIU2023211000000I.
	 
	 	 	 	Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as
published in “PPI Detailed Report” (found in Table 6. “Producer Price indexes and
percent changes for





PROPRIETARY AND CONFIDENTIAL





[***]
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.



34









 






	 	 	 	commodity and service groupings and individual items not seasonally adjusted” or such
other names that may be from time to time used for the publication title and/or table).
(Base Year 1982 = 100).
	 	 	 	Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15
	 
	 	 	 	Metal Index: “Metals and metal products” Code 10” (hereafter referred to as
“C10”) as published in “PPI Detailed Report” (found in Table 6. “Producer Price indexes
and percent changes for commodity and service groupings and individual items not
seasonally adjusted” or such other names that may be from time to time used for the
publications title and/or table). (Base 1982 = 100).
	 
	 	 	 	Index code for access on the Web site of the US Bureau of Labor Statistics: WPU10.






	4.4	 	Revision formula






	 	 	 	[***]






	4.5	 	General Provisions






	4.5.1	 	Roundings
	 
	 	 	The Labor Index average, the Material Index average, and the Metal Index average shall
be computed to the first decimal. If the next succeeding place is five (5) or more, the
preceding decimal place shall be raised to the next higher figure.
	 
	 	 	Each quotient ([***]), ([***]) and ([***]) shall be rounded to the nearest
ten-thousandth (4 decimals). If the next succeeding place is five (5) or more, the
preceding decimal place shall be raised to the next higher figure.
	 
	 	 	The final factor shall be rounded to the nearest ten-thousandth (4 decimals).
	 
	 	 	The final price shall be rounded to the nearest whole number (0.5 or more rounded to
1).






	4.5.2	 	Substitution of Indexes for Price Revision Formula






	 	 	 	If:






	 	(i)	 	the United States Department of Labor substantially revises the
methodology of calculation of the Labor Index , the Material Index, or the Metal
Index as used in the Price Revision Formula, or





PROPRIETARY AND CONFIDENTIAL




[***]
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.



35









 






	 	(ii)	 	the United States Department of Labor discontinues, either
temporarily or permanently, such Labor Index , such Material Index, or such Metal
Index, or
	 
	 	(iii)	 	the data samples used to calculate such Labor Index , such
Material Index, or such Metal Index are substantially changed;






	 	 	 	Pratt and Whitney shall select a substitute index for inclusion in the Price Revision
Formula (the “Substitute Index”) and AIRBUS shall reflect such Substitute Index.
	 
	 	 	 	The Substitute Index shall reflect as closely as possible the actual variance of the
labor costs, of the material costs, or of the metal costs used in the calculation of
the original Labor Index, Material Index, or Metal Index as the case may be.
	 
	 	 	 	As a result of the selection of the Substitute Index, an appropriate adjustment to the
Price Revision Formula shall be performed, to combine the successive utilization of the
original Labor Index, Material Index or Metal Index (as the case may be) and of the
Substitute Index.





PROPRIETARY AND CONFIDENTIAL





36









 












	4.5.3	 	Final Index Values






	 	 	 	The Index values as defined in Clause 4 above shall be considered final and no further
adjustment to the adjusted Reference Price as revised at Aircraft Delivery (or payment
of such revised amounts, as the case may be) shall be respectively made after Aircraft
Delivery (or payment of such adjusted amounts, as the case may be) for any subsequent
changes in the published Index values.






	4.5.4	 	Limitation






	 	 	 	Should the sum of [***].





	 	 	 

	 

	 	APPENDIX 3






JETBLUE A320 CUSTOMIZATION BUDGET PROPOSAL




Based on Standard Specification A320-200

issue 7.0 dated 1st March 2007




A320 Aircraft




	 	 	 	 	 	 	 	 	 
	 	 	 	 	A320-200 SCNs	 	Estimated BFE Budget	 	 
	 	 	 	 	[***]	 	[***]	 	 
	ATA	 	TITLE	 	per aircraft	 	per aircraft	 	Comments
	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 





PROPRIETARY AND CONFIDENTIAL



[***]
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.



37









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	A320-200 SCNs	 	Estimated BFE Budget	 	 
	 	 	 	 	[***]	 	[***]	 	 
	ATA	 	TITLE	 	per aircraft	 	per aircraft	 	Comments
	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	57-00

	 	Installation of sharklets
	 	[***]
	 	 	 	Subject to industrial and certification
constraints
	72-00

	 	A320-200 engine selection
— V2527-A5 at 25,400 lbf
	 	(**)
	 	[***]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	TOTAL OF SCNS AND
ESTIMATED BFE BUDGET —
$US DC01/2010 PER AIRCRAFT
	 	[***]
	 	[***]	 	 






PROPRIETARY AND CONFIDENTIAL




[***]
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.




38









 





 




[***]




(**) : The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative
of sea level aircraft performance).




It may differ from the nominal thrust that will be eventually indicated by the engine manufacturer.




PROPRIETARY AND CONFIDENTIAL



[***]
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.



39











 





APPENDIX 3




JETBLUE A320NEO CUSTOMIZATION BUDGET PROPOSAL




Based
on Standard Specification A320-200 issue 7.0

dated 1st March 2007



A320neo Aircraft




LIST OF IRREVOCABLE SCNS ASSOCIATED WITH THE NEO OPTIONS



The Seller is currently developing a new engine option (the “New Engine Option” or “NEO” applicable to the A319/A320/A321.



The respective A319/A320/A321 NEO specifications shall be derived from the current A320 Family specification, and are based on the new engines
quoted below together with the required airframe structural ad aptations as well as Aircraft systems and software adaptations required to operate
such new engines.



The NEO aircraft specification shall incorporate the new large wingtip device (the “Sharklets”) currently designed by the Seller to enhance the
eco-efficiency and payload range performance of the A320 family aircraft.



The NEO aircraft will be equipped with either (i) a set of two (2) CFMI LEAP-X engines or (ii) a set of two (2) Pratt & Whitney engines




NB: These options shall be irrevocably part of
the A320 NEO specification




	 	 	 	 	 
	 	 	 	 	A320-200 NEO
	 	 	 	 	SCN Budget
	 	 	 	 	[***]
	ATA	 	TITLE	 	per aircraft
	[***]	 	[***]
	 	[***]
	57-00	 	Installation of sharklets
	 	[***]
	72-00	 	A320-200 NEO engine
selection : CFMI
LEAP-X1A26 at 26,300 lbf
(**) or PW PW1127G at 26,300 lbf (**)
	 	[***]
	 	 	TOTAL OF IRREVOCABLE
SCNS — [***] PER
AIRCRAFT
	 	[***]






PROPRIETARY AND CONFIDENTIAL



[***]
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.


40









 





LIST OF ADDITIONAL SCNS




NB: Certain options from this list and currently
available Airbus catalogues may not be applicable
and/or certified for Aircraft equipped with New
Engine Option in 2016 and 2017.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	A320-200 NEO	 	Estimated	 	 
	 	 	 	 	SCN Budget	 	BFE
 Budget	 	 
	 	 	 	 	[***]	[***]	 
	ATA	 	TITLE	 	per 

aircraft	 	per
aircraft	 	Comments
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	[***]	 	[***]
	[***]	 	[***]
	 	[***]	 	[***]	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	[***]	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 






PROPRIETARY AND CONFIDENTIAL



[***]
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.



41









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	A320-200 NEO	 	Estimated	 	 
	 	 	 	 	SCN Budget	 	BFE
 Budget	 	 
	 	 	 	 	[***]	[***]	 
	ATA	 	TITLE	 	per 

aircraft	 	per
aircraft	 	Comments
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	[***]	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	53-40	 	[***]
	 	[***]	 	 	 	[***]




PROPRIETARY AND CONFIDENTIAL



[***]
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.



42









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	A320-200 NEO	 	Estimated	 	 
	 	 	 	 	SCN Budget	 	BFE
 Budget	 	 
	 	 	 	 	[***]	[***]	 
	ATA	 	TITLE	 	per aircraft	 	per
aircraft	 	Comments
	 	 	TOTAL OF ADDITIONAL
SCNS AND ESTIMATED BFE
BUDGET — [***] PER
AIRCRAFT
	 	[***]	 	[***]	 	 
	 
	 	 	GRAND TOTAL SCN AND
BFE BUDGET FOR
A320-200 EQUIPPED WITH
NEO — [***] PER
AIRCRAFT
	 	[***]	 	[***]	 	 








 




			
	[***] 	 	 
	 
	(**) : 	 	The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8
(representative of sea level aircraft performance).





     It may differ from the nominal thrust that will be eventually indicated by the engine manufacturer.



PROPRIETARY AND CONFIDENTIAL


[***]
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.



43









 





APPENDIX 3




JETBLUE A321 CUSTOMIZATION BUDGET PROPOSAL




Based on Standard Specification A321-200 issue 4.0

dated 1st March 2007




A321 Aircraft




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Estimated	 	 
	 	 	 	 	 	 	BFE
Budget	 	 
	 	 	 	 	A321-200 SCNs	 	[***]	 	 
	 	 	 	 	[***]	 	per	 	 
	ATA	 	TITLE	 	per aircraft	 	aircraft	 	Comments
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	[***]	 	 
	[***]	 	[***]
	 	[***]	 	[***]	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	[***]	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 




PROPRIETARY AND CONFIDENTIAL



[***]
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.



44









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Estimated	 	 
	 	 	 	 	 	 	BFE
Budget	 	 
	 	 	 	 	A321-200 SCNs	 	[***]	 	 
	 	 	 	 	[***]	 	per	 	 
	ATA	 	TITLE	 	per aircraft	 	aircraft	 	Comments
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	[***]	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	57-00	 	Installation of sharklets
	 	[***]	 	 	 	Subject to industrial and certification contraints
	72-00	 	A321-200 engine selection — V2533-A5
at 31,700 lbf (**)
	 	[***]	 	 	 	 
	 	 	TOTAL OF SCNS AND ESTIMATED BFE
BUDGET — [***] PER AIRCRAFT
	 	[***]	 	[***]	 	 








 




			
	[***] 	 	
	 
	(**) 	 	: The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea level
aircraft performance).


PROPRIETARY AND CONFIDENTIAL



[***]
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.


45









 










     It may differ from the nominal thrust that will be eventually indicated by the engine manufacturer.



          Additional options for considerations




	 	 	 	 	 	 	 	 	 
	 	 	 	 	A321-200 SCNs	 	Estimated BFE Budget	 	 
	 	 	 	 	[***]	 	[***]	 	 
	ATA	 	TITLE	 	per aircraft	 	per aircraft	 	Comments
	[***]	 	ETOPS 120mn requirement
	 	[***]	 	 	 	[***]




PROPRIETARY AND CONFIDENTIAL




[***]
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.


46









 






APPENDIX 3




JETBLUE A321NEO CUSTOMIZATION BUDGET PROPOSAL




Based on Standard Specification
 A321-200

issue 4.0 dated 1st

March 2007



A321neo Aircraft




LIST OF IRREVOCABLE SCNS ASSOCIATED WITH THE NEO OPTIONS



The Seller is currently developing a new engine option (the “New Engine Option” or “NEO” applicable to the A319/A320/A321.



The respective A319/A320/A321 NEO specifications shall be derived from the current A320 Family specification, and are based on the new engines
quoted below together with the required airframe structural adaptations as well as Aircraft systems and software adaptations required to operate
such new engines.



The NEO aircraft specification shall incorporate the new large wingtip device (the “Sharklets”) currently designed by the Seller to enhance the
eco-efficiency and payload range performance of the A320 family aircraft.



The NEO aircraft will be equipped with either (i) a set of two (2) CFMI LEAP-X engines or (ii) a set of two (2) Pratt & Whitney engines




NB: These options shall be irrevocably part of
the A321 NEO specification




	 	 	 	 	 
	 	 	 	 	A321-200 NEO
	 	 	 	 	SCN Budget
	 	 	 	 	[***]
	ATA	 	TITLE	 	per aircraft
	[***]	 	[***]
	 	[***]
	57-00	 	Installation of sharklets
	 	[***]
	72-00 	 	A321-200 NEO engine
selection : CFMI
LEAP-X1A32 at 32,100 lbf
(**) or PW PW1133G at 32,100 lbf (**)
	 	[***]
	 	 	TOTAL OF IRREVOCABLE
SCNS — [***] PER
AIRCRAFT
	 	[***]






PROPRIETARY AND CONFIDENTIAL


[***]
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.



47









 





LIST OF ADDITIONAL SCNS




NB: Certain options from this list and currently
available Airbus catalogues may not be applicable
and/or certified for Aircraft equipped with New
Engine Option in 2016 and 2017.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	A321-200 NEO	 	Estimated	 	 
	 	 	 	 	 	 	BFE
Budget	 	 
	 	 	 	 	SCN Budget	 	[***]	 	 
	ATA	 	TITLE	 	[***]
per aircraft	 	per
aircraft	 	Comments
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	[***]	 	 
	[***]	 	[***]
	 	[***]	 	[***]	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	[***]	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	[***]	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 




PROPRIETARY AND CONFIDENTIAL



[***]
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.



48









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	A321-200 NEO	 	Estimated	 	 
	 	 	 	 	 	 	BFE
Budget	 	 
	 	 	 	 	SCN Budget	 	[***]	 	 
	ATA	 	TITLE	 	[***]
per aircraft	 	per
aircraft	 	Comments
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	 
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	[***]	 	[***]
	 	[***]	 	 	 	[***]
	 	 	TOTAL OF ADDITIONAL SCNS
AND ESTIMATED BFE BUDGET
- [***] PER AIRCRAFT
	 	[***]	 	[***]	 	 
	 	 	GRAND TOTAL SCN AND BFE
BUDGET FOR A321-200
EQUIPPED WITH NEO -
[***] PER AIRCRAFT
	 	[***]	 	[***]	 	 








 




			
	[***]	 	 
	(**)	 	: The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea
level aircraft performance).





     It may differ from the nominal thrust that will be eventually indicated by the engine manufacturer.



Additional options for considerations




	 	 	 	 	 	 	 	 	 
	 	 	 	 	A321-200 NEO	 	Estimated	 	 
	 	 	 	 	 	 	BFE
Budget	 	 
	 	 	 	 	SCN Budget	 	[***]	 	 
	ATA	 	TITLE	 	[***]
per aircraft	 	per
aircraft	 	Comments
	[***]	 	[***]
	 	[***]	 	 	 	[***]





PROPRIETARY AND CONFIDENTIAL




[***]
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.


49











 





APPENDIX 4A




LETTER AGREEMENT




As of      , 2011




JetBlue Airways

118-29 Queens Blvd

Forest Hills, New-York 11375




Re: A320 AIRCRAFT PERFORMANCE GUARANTEE — NEO (CFM A320 LEAP-X ENGINES)



Dear Ladies and Gentlemen,



JETBLUE AIRWAYS. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320
Family Purchase Agreement 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 Letter Agreement No. _ (the “Letter Agreement”) certain additional terms and conditions
regarding the sale of the A320 Aircraft. Capitalized terms used herein and not otherwise defined
in this Letter Agreement 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 constitutes an integral, nonseverable part of said
Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and
that this Letter Agreement is 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.




DRAFT WITHOUT PREJUDICE




[***]
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.













 









	1	 	 AIRCRAFT CONFIGURATION
	 
	 	 	The guarantees defined in Paragraphs 2 and 3 below (the “Guarantees”) are applicable to
the A320 Aircraft as described in the A320 Standard Specification D 000 02000 Issue 7
dated 1st March 2007 as amended by SCNs for:
	 
		 	i) NEO aircraft configuration
	 
		 	ii) installation of CFM LEAP-X1A26 engines
	 
		 	iii) the following design weights:






	 	 	 	Maximum Take-Off Weight (MTOW) [***]
	 
	 	 	 	Maximum Landing Weight (MLW) [***]
	 
	 	 	 	Maximum Zero Fuel Weight (MZFW) [***]






	 	 	hereinafter referred to as the “Specification” without taking into account any further
changes thereto as provided in the Agreement.






	2	 	[***]





DRAFT WITHOUT PREJUDICE



[***]
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.













 









	8	 	UNDERTAKING REMEDIES
	 
	 	 	Should the A320 Aircraft fail to meet any of the Guarantees specified in this Letter
Agreement the Seller [***].





DRAFT WITHOUT PREJUDICE




[***]
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.













 







If the foregoing correctly sets forth our understanding, please execute two (2) originals in the
space provided below and return one (1) original of this Letter Agreement to the Seller.




	 	 	 	 	 
	 	AIRBUS S.A.S.

 	 
	 	By:  	 	 
	 	 	Title:  
	 
	 



	 	 	 	 	 
	JETBLUE AIRWAYS

 	 
	By:  	 	 
	 	Title:  
	 
	 



DRAFT WITHOUT PREJUDICE

















 








APPENDIX 4B




LETTER AGREEMENT NO.




As of      , 2011




JetBlue Airways

118-29 Queens Blvd

Forest Hills, New-York 11375




Re: A320 AIRCRAFT PERFORMANCE GUARANTEE — NEO (PW A320 PW1127G ENGINES)



Dear Ladies and Gentlemen,



JETBLUE AIRWAYS. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320
Family Purchase Agreement 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 Letter Agreement No. _ (the “Letter Agreement”) certain additional terms and conditions
regarding the sale of the A320 Aircraft. Capitalized terms used herein and not otherwise defined
in this Letter Agreement 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 constitutes an integral, nonseverable part of said
Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and
that this Letter Agreement is 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.




DRAFT WITHOUT PREJUDICE














 









	1	 	AIRCRAFT CONFIGURATION
	 
	 	 	The guarantees defined in Paragraphs 2 and 3 below (the “Guarantees”) are applicable to
the A320 Aircraft as described in the A320 Standard Specification D 000 02000 Issue 7
dated 1st March 2007 as amended by SCNs for:
	 
	 	 	i)NEO aircraft configuration
	 
	 	 	ii)installation of Pratt and Whitney PW1127G engines
	 
	 	 	iii)the following design weights:
	 
	 	 	

Maximum Take-Off Weight (MTOW)  [***]
	 
	 	 	Maximum Landing Weight (MLW)      [***]
	 
	 	 	Maximum Zero Fuel Weight (MZFW) [***]
	 
	 	 	hereinafter referred to as the “Specification” without taking into account any further
changes thereto as provided in the Agreement.
	 
	2	 	[***]





DRAFT WITHOUT PREJUDICE





[***]
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.














 









	8	 	UNDERTAKING REMEDIES
	 
	 	 	Should the A320 Aircraft fail to meet any of the Guarantees specified in this Letter
Agreement [***]





DRAFT WITHOUT PREJUDICE




[***]
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.














 







If the foregoing correctly sets forth our understanding, please execute two (2) originals in the
space provided below and return one (1) original of this Letter Agreement to the Seller.




	 	 	 	 	 
	 	AIRBUS S.A.S.

 	 
	 	By:  	 	 
	 	 	Title:  
	 
	 



	 	 	 	 	 
	JETBLUE AIRWAYS

 	 
	By:  	 	 
	 	Title:  
	 
	 



DRAFT WITHOUT PREJUDICE