Exhibit
10.1


 


Amendment No.
16


 


to the A320
Purchase Agreement

Dated as of April 20, 1999


 


between


 


AVSA, S.A.R.L.


 


and


 


JetBlue
Airways Corporation


 


This Amendment No. 16 (hereinafter referred to as the “Amendment”) is
entered into as of April 23rd, 2003, between AVSA, S.A.R.L., a société à
responsabilité limitée organized and existing under the laws of the Republic of
France, having its registered office located at 2, Rond-Point Maurice Bellonte,
31700 Blagnac, France (hereinafter referred to as the “Seller”), and JetBlue
Airways Corporation, a corporation organized and existing under the laws of the
State of Delaware, United States of America, having its principal corporate
offices located 118-29 Queens Boulevard, 5th Floor, Forest Hills, New York
11375 USA (hereinafter referred to as the “Buyer”).


 


WITNESSETH


 


WHEREAS, the Buyer and the Seller entered into an A320 Purchase
Agreement, dated as of April 20, 1999, relating to the sale by the Seller and
the purchase by the Buyer of certain Airbus A320-200 aircraft (the “Aircraft”),
including twenty-five option aircraft (the “Option Aircraft”), which, together
with all Exhibits, Appendixes and Letter Agreements attached thereto and as
amended by Amendment No. 1, dated as of September 30, 1999, Amendment No. 2, dated
as of March 13, 2000, Amendment No. 3, dated as of March 29, 2000, Amendment
No. 4, dated as of September 29, 2000, Amendment No. 5 dated as of November 7,
2000, Amendment No. 6 dated as of November 20, 2000, Amendment No. 7 dated as
of January 29 2001, Amendment No. 8 dated as of May 3, 2001, Amendment No. 9
dated as of July 18, 2001, Amendment No. 10 dated as of November 16, 2001,  Amendment No. 11 dated as of December 31,
2001, Amendment No. 12 dated as of April 19, 2002, Amendment No. 13 dated as of
November 22, 2002, Amendment No. 14 dated as of December 18, 2002 and Amendment
No. 15 dated as of February 10, 2003 is hereinafter called the “Agreement.”


 


1

















 


WHEREAS the Buyer desires to firmly order twenty six (26) Option
Aircraft and nineteen (19) Additional Option Aircraft remaining as per §3 of
Letter Agreement No. 4 and §2 of Amendment No. 8 to the Agreement (the
“Amendment No. 16 Converted Aircraft”)


 


WHEREAS the Buyer wishes to order twenty (20) incremental firmly
ordered aircraft (the “Amendment No.16 Incremental Firm Aircraft”) and fifty
(50) incremental option aircraft (the “Amendment No.16 Options”)


 


WHEREAS the Amendment No. 16 Converted Aircraft and the Amendment No.16
Incremental Firm Aircraft shall be called collectively the “Amendment No. 16
Firm Aircraft”


 


WHEREAS the Buyer desires to advance the delivery position of Firmly
Ordered Option Aircraft CaC Id 41226 from *** 2004 to *** 2003 and


 


WHEREAS the Seller is willing to accommodate the Buyer with respect to
the foregoing under the terms and conditions set forth herein,


 


NOW,
THEREFORE, IT IS AGREED AS FOLLOWS


 


1.                                      DEFINITIONS 


 


1.1                                 Capitalized terms used herein and
not otherwise defined herein will have the meanings assigned to them in the
Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar
import refer to this Amendment.


 


2.                                      DELIVERY SCHEDULE


 


2.1                                 The Buyer hereby exercises its
option under Paragraph 2.1 of Letter Agreement No. 4 to the Agreement to firmly
order the Amendment No. 16 Converted Aircraft as follows:


 


(i)                                     Firmly order all remaining option
aircraft existing under the Agreement from rank No. 79 to rank No. 104 and to
modify their delivery dates as specified in the schedule below.


 












[***]                   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.


 


2

















 


(ii)                                  Firmly order all remaining
additional option aircraft assigned by the Seller to the Buyer through Letter
Agreement No. 4 §3 and through Amendment No. 8 §2 for delivery dates as
specified in the schedule in Paragraph 2.6 below.


 


2.2                                 The Seller hereby offers for sale
and the Buyer hereby orders twenty (20) incremental firm A320 aircraft. The
Amendment No. 16 Incremental Aircraft will be subject to the same terms and
conditions as the Firm Aircraft, except as otherwise stated in the Amendment
and will be delivered as specified in the schedule in Paragraph 2.6 below (Rank
Nos 124 through 143).


 


2.3                                 In consideration of the Buyer’s
order for sixty-five (65) firmly ordered aircraft, the Seller hereby offers
positions for the Amendment No. 16 Options under the terms and conditions of
this Amendment.  Delivery dates are set
forth in Paragraph 2.6 below (Rank No 144 through 193)


 


2.4                                 In addition to the above, the Buyer
and the Seller agree to ***.


 


2.5                                 All Aircraft on firm order prior to
the execution of this Amendment No. 16 shall be renamed the “Pre-Amendment No.
16 Aircraft”.


 


2.6                                 As a consequence Paragraphs 2.1,
2.2, 2.3, 2.4 and 2.5 above, the delivery schedule set forth in Clause 9.1.1 of
the Agreement is hereby cancelled and replaced by the following quoted
provisions:


 


QUOTE:


 


	
  CAC Id No.

  	
   

  	
  Rank No.

  	
   

  	
  Aircraft

  	
   

  	
  Delivery

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41
  199

  	
   

  	
  No.
  1

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2000

  
	
  41 200

  	
   

  	
  No. 2

  	
   

  	
  Pre-Amendment No. 16
  Aircraft

  	
   

  	
  ***

  	
   

  	
  2000

  
	
  41
  203

  	
   

  	
  No.
  3

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2000

  
	
  41
  201

  	
   

  	
  No.
  4

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2000

  
	
  41
  202

  	
   

  	
  No.
  5

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2000

  
	
  41
  204

  	
   

  	
  No.
  6

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2000

  
	
  41
  205

  	
   

  	
  No.
  7

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2001

  
	
  41
  206

  	
   

  	
  No.
  8

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2001

  
	
  41
  210

  	
   

  	
  No.
  9

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2001

  
	
  41
  207

  	
   

  	
  No.
  10

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2001

  
	
  41
  208

  	
   

  	
  No.
  11

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2001

  
	
  41
  209

  	
   

  	
  No.
  12

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2001

  
	
  41
  228

  	
   

  	
  No.
  13

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2001

  



 












[***]                   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.


 


3

















 


	
  CAC Id No.

  	
   

  	
  Rank No.

  	
   

  	
  Aircraft

  	
   

  	
  Delivery

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41
  211

  	
   

  	
  No.
  14

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  41
  212

  	
   

  	
  No.
  15

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  41
  218

  	
   

  	
  No.
  16

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  41
  224

  	
   

  	
  No.
  17

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  41
  227

  	
   

  	
  No.
  18

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  41
  225

  	
   

  	
  No.
  19

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  41
  213

  	
   

  	
  No.
  20

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  41
  214

  	
   

  	
  No.
  21

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  41
  234

  	
   

  	
  No.
  22

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  41
  215

  	
   

  	
  No.
  23

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  41
  216

  	
   

  	
  No.
  24

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  41
  217

  	
   

  	
  No.
  25

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  124
  965

  	
   

  	
  No.
  26

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  41
  235

  	
   

  	
  No.
  27

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  41
  220

  	
   

  	
  No.
  28

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
  41
  219

  	
   

  	
  No.
  29

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2002

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41
  236

  	
   

  	
  No.
  30

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
  104
  399

  	
   

  	
  No.
  31

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
  41
  237

  	
   

  	
  No.
  32

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
  124
  966

  	
   

  	
  No.
  33

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
  41
  221

  	
   

  	
  No.
  34

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
  41
  238

  	
   

  	
  No.
  35

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
  41
  222

  	
   

  	
  No.
  36

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
  104
  400

  	
   

  	
  No.
  37

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
  104
  401

  	
   

  	
  No.
  38

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
  41
  223

  	
   

  	
  No.
  39

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
  104
  402

  	
   

  	
  No.
  40

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
  104
  443

  	
   

  	
  No.
  41

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
  104
  403

  	
   

  	
  No.
  42

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
  124
  964

  	
   

  	
  No.
  43

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
  41
  226

  	
   

  	
  No.
  44

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  111
  579

  	
   

  	
  No.
  45

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2004

  
	
  41
  245

  	
   

  	
  No.
  46

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2004

  
	
  41
  246

  	
   

  	
  No.
  47

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2004

  
	
  41
  229

  	
   

  	
  No.
  48

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2004

  
	
  41
  247

  	
   

  	
  No.
  49

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2004

  
	
  41
  248

  	
   

  	
  No.
  50

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2004

  
	
  104
  404

  	
   

  	
  No.
  51

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2004

  
	
  104
  405

  	
   

  	
  No.
  52

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2004

  
	
  41
  230

  	
   

  	
  No.
  53

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2004

  
	
  104
  406

  	
   

  	
  No.
  54

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2004

  
	
  124
  967

  	
   

  	
  No.
  55

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2004

  
	
  104
  407

  	
   

  	
  No.
  56

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2004

  
	
  104
  408

  	
   

  	
  No.
  57

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2004

  
	
  124
  968

  	
   

  	
  No.
  58

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2004

  



 












[***]                   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.


 


4

















 


	
  CAC Id No.

  	
   

  	
  Rank No.

  	
   

  	
  Aircraft

  	
   

  	
  Delivery

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  104
  409

  	
   

  	
  No.
  59

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  41
  232

  	
   

  	
  No.
  60

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  124
  959

  	
   

  	
  No.
  61

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  104
  410

  	
   

  	
  No.
  62

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  104
  411

  	
   

  	
  No.
  63

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  41
  233

  	
   

  	
  No.
  64

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  104
  412

  	
   

  	
  No.
  65

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  124
  960

  	
   

  	
  No.
  66

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  104
  413

  	
   

  	
  No.
  67

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  104
  414

  	
   

  	
  No.
  68

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  124
  961

  	
   

  	
  No.
  69

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  104
  415

  	
   

  	
  No.
  70-

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  104
  416

  	
   

  	
  No.
  71

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  104
  417

  	
   

  	
  No.
  72

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  104
  418

  	
   

  	
  No.
  73

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
  124
  962

  	
   

  	
  No.
  74

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  124
  963

  	
   

  	
  No.
  75

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  104
  419

  	
   

  	
  No.
  76

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  41
  239

  	
   

  	
  No.
  77

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  41
  240

  	
   

  	
  No.
  78

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  104
  420

  	
   

  	
  No.
  79

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  41
  241

  	
   

  	
  No.
  80

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  104
  421

  	
   

  	
  No.
  81

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  41
  242

  	
   

  	
  No.
  82

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  41
  243

  	
   

  	
  No.
  83

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  104
  422

  	
   

  	
  No.
  84

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  41
  244

  	
   

  	
  No.
  85

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  69
  719

  	
   

  	
  No.
  86

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  104
  423

  	
   

  	
  No.
  87

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  69
  720

  	
   

  	
  No.
  88

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  69
  721

  	
   

  	
  No.
  89

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  104
  424

  	
   

  	
  No.
  90

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  425

  	
   

  	
  No.
  91

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  426

  	
   

  	
  No.
  92

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  427

  	
   

  	
  No.
  93

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  428

  	
   

  	
  No.
  94

  	
   

  	
  Pre-Amendment
  No. 16 Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  69
  722

  	
   

  	
  No.
  95

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  69
  723

  	
   

  	
  No.
  96

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  69
  724

  	
   

  	
  No.
  97

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  69
  725

  	
   

  	
  No.
  98

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  96
  459

  	
   

  	
  No.
  99

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  439

  	
   

  	
  No.
  100

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  440

  	
   

  	
  No.
  101

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  441

  	
   

  	
  No.
  102

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  442

  	
   

  	
  No.
  103

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  41231

  	
   

  	
  No.
  104

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  



 












[***]                   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.


 


5

















 


	
  CAC Id No.

  	
   

  	
  Rank No.

  	
   

  	
  Aircraft

  	
   

  	
  Delivery

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  tbd

  	
   

  	
  No.
  105

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 106

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 107

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 108

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 109

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 110

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 111

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 112

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 113

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 114

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 115

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 116

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 117

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  tbd

  	
   

  	
  No. 118

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 119

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 120

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 121

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 122

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 123

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 124

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 125

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 126

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 127

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  tbd

  	
   

  	
  No. 128

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 129

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 130

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 131

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 132

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 133

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 134

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 135

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 136

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 137

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  tbd

  	
   

  	
  No. 138

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 139

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 140

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 141

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 142

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 143

  	
   

  	
  Amendment
  No.16 Firm Aircraft

  	
   

  	
  Year

  	
   

  	
  2011

  



 


6

















 


	
  CAC Id No.

  	
   

  	
  Rank No.

  	
   

  	
  Aircraft

  	
   

  	
  Delivery

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  tbd

  	
   

  	
  No. 144

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  tbd

  	
   

  	
  No. 145

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  ***

  	
   

  	
  2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  tbd

  	
   

  	
  No. 146

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  tbd

  	
   

  	
  No. 147

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  tbd

  	
   

  	
  No. 148

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 149

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 150

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  tbd

  	
   

  	
  No. 151

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  tbd

  	
   

  	
  No. 152

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 153

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 154

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 155

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 156

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 157

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 158

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  tbd

  	
   

  	
  No. 159

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  tbd

  	
   

  	
  No. 160

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 161

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 162

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 163

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 164

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 165

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 166

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  tbd

  	
   

  	
  No. 167

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  tbd

  	
   

  	
  No. 168

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 169

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 170

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 171

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 172

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 173

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 174

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 175

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 176

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 177

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 178

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 179

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  tbd

  	
   

  	
  No. 180

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  tbd

  	
   

  	
  No. 181

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  tbd

  	
   

  	
  No. 182

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  tbd

  	
   

  	
  No. 183

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  tbd

  	
   

  	
  No. 184

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  tbd

  	
   

  	
  No. 185

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  tbd

  	
   

  	
  No. 186

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  tbd

  	
   

  	
  No. 187

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  tbd

  	
   

  	
  No. 188

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  tbd

  	
   

  	
  No. 189

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  tbd

  	
   

  	
  No. 190

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  tbd

  	
   

  	
  No. 191

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  tbd

  	
   

  	
  No. 192

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  tbd

  	
   

  	
  No. 193

  	
   

  	
  Amendment
  No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  



 












[***]                   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.


 


7

















 


UNQUOTE


 


2.7                                 ***


 


3.                                      PRICE


 


3.1                                 Amendment No. 16 Firm Aircraft


 


For Amendment No. 16 Firm
Aircraft, the provisions contained in Clause 3.1.1.1(i) of the Agreement are
hereby cancelled and replaced by the following quoted provisions:


 


QUOTE:


 


3.1.1.1(i)                                                    The Base Price of the Airframe, as
defined in the Standard Specification (excluding Buyer Furnished Equipment,
Propulsion Systems and SCNs), at delivery conditions prevailing in January 2003
is:


 


***


UNQUOTE












[***]                   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.


 


8

















 


 


 


For Amendment No. 16 Firm
Aircraft, the provisions contained in Clause 3.1.1.2 of the Agreement are
hereby cancelled and replaced by the following quoted provisions:


 


QUOTE:


 


3.1.1.2                                                               The Base Price of the Airframe will
be revised to the Delivery Date of each Amendment No. 16 Firm Aircraft in
accordance with the Price Revision Formula applicable to the Airframe as set
forth in Exhibit A hereto.


 


UNQUOTE


 


For Amendment
No. 16 Firm Aircraft, the provisions contained in Clause 3.1.2 of the Agreement
are hereby cancelled and replaced by the following quoted provisions:


 


QUOTE:


 


3.1.2                                                                        The Base Price of a set of two (2)
IAE V2527-A5 Propulsion Systems, at delivery conditions prevailing in January
2003 is:


 


***


 


Said Base Price has been
calculated from the Reference Price indicated by International Aero Engines of
US $*** in accordance with economic conditions prevailing in February 2001.


 


Said Reference Price is subject
to adjustment to the Delivery Date in accordance with the International Aero
Engines Price Revision Formula set forth in Exhibit B hereto.


 


UNQUOTE


 


3.2                                 Amendment No. 16 Options


 


For Amendment No. 16 Options,
the provisions contained in Clause 3.1.1.1(i) of the Agreement are hereby
cancelled and replaced by the following quoted provisions:


 












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


 


9

















 


QUOTE:


 


3.1.1.1(i)                                                    The Base Price of the Airframe, as
defined in the Standard Specification (excluding Buyer Furnished Equipment,
Propulsion Systems and SCNs but including the nacelles), at delivery conditions
prevailing in January 2003 is:


 


***


 


UNQUOTE


 


For Amendment No. 16 Options,
the provisions contained in Clause 3.1.1.2 of the Agreement are hereby
cancelled and replaced by the following quoted provisions:


 


QUOTE:


 


3.1.1.2                                                               The Base Price of the Airframe will
be revised to the Delivery Date of each Amendment No. 16 Option in accordance
with the Price Revision Formula applicable to the Airframe as set forth in
Exhibit A hereto


 


UNQUOTE


For Amendment No. 16 Options,
the provisions contained in Clause 3.1.2 of the Agreement are hereby cancelled
and replaced by the following quoted provisions:


 


QUOTE:


 


3.1.2                                                                        The Base Price of a set of two (2)
IAE V2527-A5 Engines, at delivery conditions prevailing in January 2003 is:


 


***


 


Said Base Price has been
calculated from the Reference Price indicated by International Aero Engines of
US $*** in accordance with delivery conditions prevailing in January 2001.


 


Said Reference Price is subject
to adjustment to the Delivery Date in accordance with the International Aero
Engines Price Revision Formula set forth in Exhibit C hereto.


 












[***]                   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.


 


10

















 


UNQUOTE


 


4.                                      ESCALATION 


 


If, with respect to any Amendment No.16 Firm Aircraft for delivery
prior to June 30, 2011, and any credit memoranda applicable thereto, the Price
Revision Formula in Exhibit A hereto produces an effective compounded average
annual rate of escalation ***.


 


5.                                      CREDIT MEMORANDA


 


5.1                                 Amendment No. 16 Firm Aircraft


 


The Airframe Credit applicable to the Amendment No. 16 Firm Aircraft
given at January 2003 delivery conditions is:


 


***


 


The credit shall be escalated to the month of delivery as per the
Airframe Price Revision Formula set out in Exhibit A to the Amendment, as
qualified by Paragraph 4 above. The credit shall be made available by the
Seller to the Buyer upon delivery of each Amendment No. 16 Firm Aircraft and
shall be used by the Buyer to reduce the Final Contract Price of such Aircraft.


 


5.2                                 Amendment No. 16 Options


 


The Airframe Credit applicable to the Amendment No. 16 Options given at
January 2003 delivery conditions is:


 


***


 


The credit shall be escalated to the month of delivery as per the
Seller Airframe Price Revision Formula set out in Exhibit A to the Amendment.
The credit shall be made available by the Seller to the Buyer upon delivery of
each Amendment No. 16 Option and shall be used by the Buyer to reduce the Final
Contract Price of such Aircraft.


 












[***]                   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.


 


11

















 


6.                                      DEPOSIT


 


                                                Upon
***, the Buyer will pay the Seller a nonrefundable deposit of


 


(i)                                     US$*** for each of
the sixty five (65) Amendment No. 16 Firm Aircraft, and


 


(ii)                                  US$*** for each of
the fifty (50) Amendment No. 16 Option


 


The Seller confirms that it has received
nonrefundable deposits from the Buyer the amount of US$***. Such amount will be
applied to the deposits due under this Paragraph 6 with respect to the
Amendment No 16 Firm Aircraft. As a result, an amount of US$ *** will be due by
the Buyer to the Seller for the Amendment No. 16 Firm Aircraft and an
additional $*** will due by the Buyer to the Seller for the fifty (50)
Amendment No. 16 Options upon execution of this Amendment.


 


7.                                      PREDELIVERY
PAYMENTS


 


Upon ***, the
Buyer will pay the Seller the Predelivery Payment identified as a “1st Payment”
under Clause 5.2.3 of the Agreement for the Amendment No. 16 Firm Aircraft
bearing Rank No. *** (in the schedule above in Paragraph 2.6).  Consequently, an amount of US$*** will be
due in cash by the Buyer to the Seller at such time.


 


***


 


All remaining
Predelivery Payments will be paid in accordance with the Agreement.


 


8.                                      ***


 


9.                                      FLEXIBILITY RIGHTS
***


 


9.1                                 From and including calendar year ***
Amendment No. 16 Firm Aircraft may be converted by the Buyer into a firm order
for another Model of Aircraft (A319-100 or A321-200) under the terms and
conditions contained in Paragraph 4 of Letter Agreement No. 4.


 


9.2                                 ***


 












[***]                   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.


 


12

















 


10.                                 ***


 


11.                               OTHER MATTERS


 


11.1                           Live TV


 


The Buyer and
the Seller are currently in the process of defining the installation in
production on the Buyer’s Aircraft of provisions in the ceiling for the LiveTV
antenna and structural provisions in the bulk cargo hold for the LiveTV
equipment rack (together, the “LiveTV Provisions”).


 


***


 


11.2                           SPARES


 


Upon request from the Buyer, the
Seller will make available to the Buyer one (1) dedicated Spares representative
for *** months. ***.


 


11.3                           TRAINING 


 


It is understood that all pilot
training and training allowances to which the Buyer was entitled under the
Agreement either have been exhausted by the Buyer or have been converted for
value under that certain Simulator Agreement dated February 28, 2003 and that
Buyer will receive no additional training or training allowances under this
Amendment.


 












[***]                   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.


 


13

















 


However, on a timetable to be
mutually agreed between the Buyer and the Seller, the Seller will provide ***.


 


11.4                           RAISBECK OHSC DOORS


 


The Seller hereby agrees to investigate the possibility of the Buyer’s
providing to the Seller as BFE Raisbeck OHSC doors for installation in
production.  Should the Seller be unable
to recommend a solution reasonably acceptable to the Buyer, the Seller will
provide the Buyer at delivery of each Amendment No. 16 Firm Aircraft which is
delivered without Raisbeck OHSC doors a credit memorandum in the amount of $*** at economic conditions
prevailing in January 2003.  This credit
shall be in addition to any credit the Seller may provide the Buyer for the
non-installation of Buyer supplied overhead stowage compartment doors.


 


11.5.                        ***


 












[***]                   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.


 


14

















 


12.                               EFFECT OF THE
AMENDMENT


 


The Agreement will be deemed amended to the extent herein provided,
and, except as specifically amended hereby, will continue in full force and
effect in accordance with its original terms. 
This Amendment supersedes any previous understandings, commitments, or
representations whatsoever, whether oral or written, related to the subject
matter of this Amendment.


 


Both parties agree that this Amendment will constitute an integral,
nonseverable part of the Agreement and be governed by its provisions, except
that if the Agreement and this Amendment have specific provisions that are inconsistent,
the specific provisions contained in this Amendment will govern.


 


This Amendment
will become effective upon execution hereof and upon payment of the amounts due
as per Paragraphs 6 and 7 above.


 


13.                               CONFIDENTIALITY


 


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


 


14.                               ASSIGNMENT


 


Notwithstanding
any other provision of this Amendment or of the Agreement, this Amendment will
not be assigned or transferred in any manner without the prior written consent
of the Seller, and any attempted assignment or transfer in contravention of the
provisions of this Paragraph 14 will be void and of no force or effect.


 


15

















 


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


 


 


	
   

  	
  AVSA, S.A.R.L.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  JETBLUE AIRWAYS CORPORATION

  	
   

  
	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Its: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
										



 


16

















 


EXHIBIT A


 


AIRFRAME PRICE REVISION
FORMULA


 


1                                         Basic Price


 


The Airframe Basic Price
quoted Appendix I of the Amendment 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.


 


2                                         Base Period


 


The Airframe Basic Price
has been established in accordance with the average economic conditions
prevailing in December 2001, January 2002, February 2002 and corresponding to a
theoretical delivery in January 2003 as defined by “ECIb” and “ICb” index
values indicated hereafter.


 


“ECIb” and “ICb” index
values indicated herein shall not be subject to any revision.


 


3                                         Indexes


 


Labor
Index: “Employment Cost Index for
Workers in Aerospace manufacturing” hereinafter referred to as “ECI SIC 3721W”,
quarterly published by the US Department of Labor, Bureau of Labor Statistics,
in “NEWS”, and found in Table 6, “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, standard
industrial classification code SIC 3721, base month and year June 1989 = 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: ECU28102i.


 


Material
Index : “Industrial commodities”
(hereinafter referred to as “IC”) as published in “Producer Price Indexes”
(Table 6. Producer price indexes and percent changes for commodity groupings
and individual items).


(Base Year 1982 = 100).


Index code for access on
the Web site of the US Bureau of Labor Statistics: WPU03THRU15.


 


17

















 


4                                         Revision Formula


 


	
  Pn

  	
  =

  	
  (Pb + F) x [(***x (ECIn/ECIb)) + (*** x (ICn/ICb))]

  
	
   

  	
   

  	
   

  
	
  Where

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  Pn

  	
  :

  	
  Airframe Basic Price as
  revised as of the Delivery Date of the Aircraft

  
	
   

  	
   

  	
   

  
	
  Pb

  	
  :

  	
  Airframe Basic Price at
  economic conditions December 2001, January 2002, February 2002 averaged
  (January 2003 delivery conditions)

  
	
   

  	
   

  	
   

  
	
  F

  	
  :

  	
  (*** x N x Pb)

  
	
   

  	
   

  	
  where N = the calendar
  year of delivery of the Aircraft minus 2003

  
	
   

  	
   

  	
   

  
	
  ECIn

  	
  :

  	
  the arithmetic average
  of the latest published values of the ECI SIC 3721W-Index available at the
  Delivery Date of the Aircraft for the 11th, 12th and 13th
  month prior to the month of Aircraft Delivery

  
	
   

  	
   

  	
   

  
	
  ECIb

  	
  :

  	
  ECI SIC 3721W-Index for
  December 2001, January 2002, February 2002 averaged (=160.4)

  
	
   

  	
   

  	
   

  
	
  ICn

  	
  :

  	
  the arithmetic average
  of the latest published values of the IC-Index available at the Delivery Date
  of the Aircraft for the 11th, 12th and 13th
  month prior to the month of Aircraft Delivery

  
	
   

  	
   

  	
   

  
	
  ICb

  	
  :

  	
  IC-Index for December
  2001, January 2002, February 2002, averaged (=129.2)

  



 












[***]                   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.


 


18

















 


5                                         General Provisions


 


5.1                                 Roundings


 


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 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).


 


5.2                                 Substitution of Indexes for Airframe 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 Airframe 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;


 


the Seller shall select a
substitute index for inclusion in the Airframe 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, the Seller shall make an appropriate
adjustment to the Airframe Price Revision Formula to combine the successive
utilisation of the original Labor Index or Material Index (as the case may be)
and of the Substitute Index.


 


5.3                                Final Index Values


 


The Index values as
defined in Clause 4 above 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.


 


19

















 


EXHIBIT B


 


PROPULSION
SYSTEMS PRICE REVISION FORMULA


INTERNATIONAL
AERO ENGINES


 


1                                         Reference Price of the Propulsion Systems


 


The Reference Price of a
set of two (2) INTERNATIONAL AERO ENGINES Propulsion Systems is ***.


 


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.


 


2                                         Reference Period


 


                                                The above Reference Price has been established in accordance with the
averaged economic conditions prevailing in February 2001 (delivery conditions
June 2001), as defined, according to INTERNATIONAL AERO ENGINES by the ECIb,
MMPb and EPb index values indicated in Clause 4 of this Exhibit B.


 


3                                         Indexes


 


Labor
Index: “Employment Cost Index for
Workers in Aerospace manufacturing” hereinafter referred to as “ECI SIC 3721W”,
quarterly published by the US Department of Labor, Bureau of Labor Statistics,
in “NEWS”, and found in Table 6, “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,
standard industrial classification code SIC 3721, base month and year June 1989
= 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: ECU28102i.


 


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 seasonnally 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.


 


Energy
Index: “Fuels and Related Products and
Power” Code 5 (hereinafter referred to as “EP-Index”), published monthly by the
US Department of Labor, Bureau of Labor Statistics, in PPI Detailed Report”
(Table 6: Producer Prices indexes and percent changes for commodity groupings
and individual items, not seasonally adjusted) (Base year 1982 = 100) or such
other names which may be from time to time used for the publication title
and/or table.


 












[***]                   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.


 


20

















 


4                                         Revision Formula


 


Pn =  Pb x [(***ECIn)/ECIb +  (*** MMPn)/MMPb + (*** Epn)/EPb]


 


	
  Where

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  Pn

  	
  :

  	
  revised Reference Price
  at Aircraft Delivery

  
	
   

  	
   

  	
   

  
	
  Pb

  	
  :

  	
  Reference Price at
  averaged economic conditions February 2001

  
	
   

  	
   

  	
   

  
	
  ECIn

  	
  :

  	
  ECIsic3721W Index for the fourth month prior
  to the month of Aircraft Delivery

  
	
   

  	
   

  	
   

  
	
  ECIb

  	
  :

  	
  HE SIC 3721W for June 2001 (=154.3)

  
	
   

  	
   

  	
   

  
	
  MMPn

  	
  :

  	
  MMP-Index for the
  fourth month prior to the month of Aircraft Delivery

  
	
   

  	
   

  	
   

  
	
  MMPb

  	
  :

  	
  MMP-Index for June 2001
  (=126.6)

  
	
   

  	
   

  	
   

  
	
  EPn

  	
  :

  	
  EP-Index for the
  fourth month prior to the month of Aircraft Delivery

  
	
   

  	
   

  	
   

  
	
  EPb

  	
  :

  	
  EP-Index for June
  2001(=119.6)

  



 












[***]                   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.


 


21

















 


5.                                      General Provisions


 


5.1                                 Roundings


 


In determining the Revised
Reference Price each quotient ((***ECIn)/ECIb, (*** MMPn)/MMPb, (*** Epn)/Epb will be calculated 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 Pn
shall be rounded to the nearest whole number (0.5 rounds to 1).


 


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.


 


5.3                                 Interruption of Index Publication


 


If the US Department of
Labor substantially revises the methodology of calculation or discontinues any
of the indexes referred to hereabove, the Seller 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.


 


5.4                                 Annulment of Formula


 


Should the above
escalation provisions become null and void by action of the US Government, the
price shall be adjusted due to increases in the costs of labor and material
which have occurred from the period represented by the applicable Reference
Price Indexes to the fourth months prior to the scheduled Aircraft Delivery.


 


5.5                                 Limitation


 


Should the revised
Reference Price be lower than the Reference Price, the final price shall be
computed with the Reference Price.


 












[***]                   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.


 


22

















 


EXHIBIT C


 


ENGINES
PRICE REVISION FORMULA

INTERNATIONAL AERO ENGINES


 


1                                         Reference Price of the Engines


 


The Reference Price of a
set of two (2) INTERNATIONAL AERO ENGINES Engines is as set forth in the
Amendment.


 


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.


 


2                                         Reference Period


 


The above Reference Price
has been established in accordance with the averaged economic conditions
prevailing in June 2000, July 2000, August 2000 (delivery conditions January 2001),
as defined, according to INTERNATIONAL AERO ENGINES by the ECIb and ICb index
values indicated in Clause 4 of this Exhibit C.


 


3                                         Indexes


 


Labor
Index:


“Employment Cost Index for
Workers in Aerospace manufacturing” hereinafter referred to as “ECI SIC 3721W”,
quarterly published by the US Department of Labor, Bureau of Labor Statistics,
in “NEWS”, and found in Table 6, “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, standard industrial classification code SIC 3721, base
month and year June 1989 = 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: ECU28102i.


 


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 seasonnally 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.


 


23

















 


4                                         Revision Formula


 


Pn =  (Pb+F) x [(***x (ECIn/ECIb)) + (*** x (ICn/ICb))]


 


	
  Where

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  F

  	
  :

  	
  (*** x N x Pb)

  
	
   

  	
   

  	
  where N = the calendar
  year of Delivery of the Aircraft minus 2001

  
	
   

  	
   

  	
   

  
	
  Pn

  	
  :

  	
  revised Reference Price
  at Aircraft Delivery

  
	
   

  	
   

  	
   

  
	
  Pb

  	
  :

  	
  Reference Price at
  averaged economic conditions June 2000, July 2000, August 2000

  
	
   

  	
   

  	
   

  
	
  ECIn

  	
  :

  	
  ECIsic3721W Index for the Fifth (5th),
  Sixth (6th) and Seventh (7th) month averaged prior to
  the month of Aircraft Delivery

  
	
   

  	
   

  	
   

  
	
  ECIb

  	
  :

  	
  ECIsic3721W
  Index for June 2000, July 2000, August 2000 averaged (=149.5)

  
	
   

  	
   

  	
   

  
	
  ICn

  	
  :

  	
  IC-Index for the Fifth (5th),
  Sixth (6th) and Seventh (7th) month averaged prior to the month of Aircraft Delivery

  
	
   

  	
   

  	
   

  
	
  ICb

  	
  :

  	
  IC-Index for June 2000,
  July 2000, August 2000 (=135.7)

  
				



 












[***]                   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.


 


24

















 


5.                                      General Provisions


 


5.1                                 Roundings


 


(i)                                     ECIn and ICn shall be calculated to the nearest tenth (1 decimal)


 


(ii)                                  Each quotient (ECIn/ECIb) and (ICn/ICb) 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 Pn
shall be rounded to the nearest whole number (0.5 rounds to 1).


 


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.


 


5.3                                 Interruption of Index Publication


 


If the US Department of
Labor substantially revises the methodology of calculation or discontinues any
of the indexes referred to hereabove, the Seller 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.


 


5.4                                 Annulment of Formula


 


Should the above
escalation provisions become null and void by action of the US Government, the
price shall be adjusted due to increases in the costs of labor and material
which have occurred from the period represented by the applicable Reference
Price Indexes to the Fifth (5th), Sixth(6th) and Seventh
(7th)  months averaged
prior to the scheduled Aircraft Delivery.


 


5.5                                 Limitation


 


Should the revised
Reference Price be lower than the Reference Price, the final price shall be
computed with the Reference Price.


 


25