Exhibit 10.2


 


LETTER AGREEMENT


 


As of April 23, 2003


 


JetBlue Airways Corporation


 


RE:  ***


 


Dear Gentlemen:


 


Reference is made to that
certain A320 Purchase Agreement, dated as of April 20, 1999, relating to the
sale by the Seller and the purchase by the Buyer of certain Airbus A320-200
aircraft (the “Aircraft”), including twenty-five option aircraft (the “Option
Aircraft”), which, together with all Exhibits, Appendixes and Letter Agreements
attached thereto and as amended by Amendment No. 1, dated as of September 30,
1999, Amendment No. 2, dated as of March 13, 2000, Amendment No. 3, dated as of
March 29, 2000, Amendment No. 4, dated as of September 29, 2000, Amendment No.
5 dated as of November 7, 2000, Amendment No. 6 dated as of November 20, 2000,
Amendment No. 7 dated as of January 29 2001, Amendment No. 8 dated as of May 3,
2001, Amendment No. 9 dated as of July 18, 2001, Amendment No. 10 dated as of
November 16, 2001,  Amendment No. 11
dated as of December 31, 2001, Amendment No. 12 dated as of April 19, 2002,
Amendment No. 13 dated as of November 22, 2002, Amendment No. 14 dated as of
December 18, 2002, Amendment No. 15 dated as of February 10, 2003 and Amendment
No. 16 dated as of April 23, 2003 is hereinafter called the “Agreement.” In
connection therewith the Buyer and the Seller have agreed to additional terms
and conditions contained in this Letter Agreement, which, when countersigned
below, will set forth the understanding of the parties with respect to the
matters set forth herein and will, pursuant to section C below, be deemed
incorporated into the Agreement.


 


Capitalized terms used herein
and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement unless the context otherwise requires.


 


A.                ***


 












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


 

















 


B.                                     CONFIDENTIALITY
AND GOVERNING LAW


 


This Letter Agreement is subject to the confidentiality provisions set
forth in Clause 22.5 of the Agreement.


 


C.                                     INTEGRATION AND
CONDITIONS PRECEDENT


 


Upon execution
of Amendment No. 16 as of the date herewith, the Agreement will be deemed to be
amended as of the date hereof to the extent herein provided, and except as
specifically amended hereby, will continue in full force and effect in
accordance with its original terms. 
This Letter Agreement supersedes any previous understandings,
commitments, or representations whatsoever, whether oral or written, related to
the specific subject matter of this Letter Agreement.


 


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If the
foregoing sets forth our understanding, please indicate your acceptance by signing
in the space provided below.


 


 


	
  Agreed and Accepted,

  	
  Agreed and Accepted,

  
	
   

  	
   

  
	
   

  	
   

  
	
  JETBLUE AIRWAYS CORPORATION

  	
  AVSA, S.A.R.L.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  



 


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