exv10w32wa






Exhibit 10.32(a)




SIDE LETTER AGREEMENT

to the

AIRBUS S.A.S. MEMORANDUM OF UNDERSTANDING

FOR THE SALE OF A320 FAMILY AIRCRAFT

Dated as of June 17, 2011




As of September 30, 2011




JetBlue Airways Corporation

118-29 Queens Boulevard

Forest Hills, New York 11375



Re: EXPIRY DATE



Ladies and Gentlemen,



JETBLUE AIRWAYS CORPORATION. (“JETBLUE”) and AIRBUS S.A.S. (“AIRBUS”) have entered
into a Memorandum of Understanding dated as of June 17, 2011, as amended (the “MOU”), which covers,
among other things, the sale by AIRBUS and the purchase by JETBLUE of certain Aircraft, under the
terms and conditions set forth in said MOU. JETBLUE and AIRBUS have agreed to set forth in this
Side Letter Agreement (this “Side Letter”) an extension to the MOU expiration date.



NOW, THEREFORE, IT IS AGREED AS FOLLOWS:



Capitalized terms used herein and not otherwise defined in this Side Letter will have the meanings
assigned thereto in the MOU. The terms “herein”, “hereof” and “hereunder” and words of similar
import refer to this Side Letter.



The parties agree that this Side Letter will constitute an integral, nonseverable part of said MOU,
that the provisions of said MOU are hereby incorporated by reference, and that this Side Letter
will be governed by the provisions of said MOU, except that if the MOU, and this Side Letter have
specific provisions that are inconsistent, the specific provisions contained in this Side Letter
will govern.





	1- 	 	 MOU EXPIRATION DATE
	 
	 	 	Paragraph 9.2 (ii) of the MOU is deleted and replaced with the following Paragraph 9.2 (ii)
between QUOTE and UNQUOTE:
	 
	 	 	QUOTE






(ii) After execution of this MOU, the parties will also work in good faith to execute the
Purchase Agreement by October 14, 2011. 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



110930_CT1002197_ JBU A320 Family MOU — MOU Extension Side Letter Agreement




PRIVILEGED AND CONFIDENTIAL




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	 	 	guarantees, and (iii) warranties, shall give either Party the right to terminate by October
17, 2011, this MOU without penalty or further obligation to the other Party, provided that
[***].
	 
	 	 	UNQUOTE
	 
	2- 	 	 ASSIGNMENT
	 
	 	 	Notwithstanding any other provision of this Side Letter or of the MOU, this Side Letter and
the rights and obligations of JETBLUE hereunder will not be assigned or transferred in any
manner without the prior written consent of AIRBUS, and any attempted assignment or transfer
in contravention of the provisions of this Paragraph 2 will be void and of no force or
effect.
	 
	3- 	 	 COUNTERPARTS
	 
	 	 	This Side Letter 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.







 




			
	[***] 	 	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.





110930_CT1002197_ JBU A320 Family MOU — MOU Extension Side Letter Agreement




PRIVILEGED AND CONFIDENTIAL




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If the foregoing correctly sets forth your understanding, please sign two (2) original
counterparts hereof in the space provided below and return one (1) original counterpart to the
other party.




	 	 	 	 	 
	 	Yours sincerely,



AIRBUS S.A.S.

 	 
	 	By:  	/s/ Patrick de Castelbajac
 	 
	 	 	Name:  	Patrick de Castelbajac 	 
	 	 	Title:  	Vice President Contracts 	 
	 



	 	 	 	 	 
	 	Agreed and Accepted:



JETBLUE AIRWAYS CORPORATION

 	 
	 	By:  	/s/ Mark D. Powers
 	 
	 	 	Name:  	Mark D. Powers 	 
	 	 	Title:  	SVP Treasurer 	 
	 



110930_CT1002197_ JBU A320 Family MOU — MOU Extension Side Letter Agreement