exv10w3wv






Exhibit 10.3(v)




IAE PROPRIETARY INFORMATION









628 Hebron Avenue, Suite 400

Glastonbury, CT 06033 USA



September 27, 2011




Mr. Mark Powers

Senior Vice President and Treasurer

JetBlue Airways Corporation

118-29 Queens Boulevard

Forest Hills, NY 11375





	Subject:	 	 Side Letter No. 31 to the V2500 General Terms of Sale Agreement between JetBlue Airways
Corporation and IAE International Aero Engines AG dated May 4, 1999.




Ladies and Gentlemen:



We refer to the General Terms of Sale Agreement dated May 4, 1999 between IAE International Aero
Engines AG (“IAE”) and JetBlue Airways Corporation (“JetBlue”), as amended from
time to time, such contract being hereinafter referred to as the “Agreement”.



Unless expressly stated to the contrary, and to the extent possible, capitalized terms used in this
Side Letter Agreement No. 31 (“Side Letter No. 31”) shall have the same meaning given to
them in the Agreement. In the event of a conflict between the terms and provisions of this Side
Letter No. 31 and those of the Agreement, this Side Letter No. 31 shall govern.



NOW, THEREFORE, the Parties hereby agree as follows:





	1.	 	Revision to Exhibit B-2






	 	1.1.	 	The Parties hereby agree that Exhibit B-2 to the Agreement, Purchased
Items, Price, Escalation Formula and Delivery, is hereby deleted in its entirety
and replaced by the revised delivery schedule attached as Appendix 1 hereto which
captures the amendments as set forth in Clause 2 below.






	2.	 	Spare Engine Pull Forwards






	 	2.1.	 	The delivery of Spare Engine No. 25 (as listed in Exhibit B-2) is accelerated
from [***] 2011 and rescheduled for delivery in [***] 2011.
	 
	 	2.2.	 	The delivery of Spare Engine No. 26 (as listed in Exhibit B-2) is accelerated
from [***] 2011 and rescheduled for delivery in [***] 2011.
	 
	 	2.3.	 	In consideration for rescheduling the Spare Engines as detailed in Clauses 2.1
and 2.2 above (each an “2011 Accelerated Spare Engine” and collectively the
“2011 Accelerated







 




			
	[***]	 	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 1 of 6 









 










IAE PROPRIETARY INFORMATION





	 	 	 	Spare Engines”) IAE agrees to [***].
	 
	 	2.4.	 	If JetBlue takes delivery of the 2011 Accelerated Spare Engines in [***] 2011,
the Purchase Price balances for such 2011 Accelerated Spare Engines shall [***] in the
case of Spare Engine No. 25 and (ii) [***] in the case of Spare Engine No. 26.
	 
	 	2.5.	 	In the event that JetBlue takes delivery of either 2011 Accelerated Spare
Engine after [***] 2011, and if the delay is not caused or requested by IAE, then: (i)
the Purchase Price balance for each such 2011 Accelerated Spare Engine shall [***] in
accordance with applicable escalation formula contained in Exhibit B-2 to the Agreement
and (ii) the 2011 Accelerated Spare Engines [***].
	 
	 	2.6.	 	IAE agrees to [***].
	 
	 	2.7.	 	IAE also agrees to [***]. JetBlue agrees to [***].
	 
	 	2.8.	 	IAE shall be responsible for the transportation of the IAE Transportation
Equipment from JetBlue’s facilities in Orlando, FL to IAE’s facilities in Middletown,
CT.





3. Miscellaneous





	 	3.1	 	This Side Letter No. 31 is not, and shall not be construed as, a waiver of
either Party’s rights or remedies.
	 
	 	3.2	 	This Side Letter No. 31 contains matters of a confidential and proprietary
nature and is delivered on the express condition that its terms shall not be disclosed
to any third party or reproduced in whole or in part for anyone other than the parties
hereto without the other party’s prior written consent, unless otherwise stated herein.
	 
	 	3.3	 	This Side Letter No. 31 constitutes a valid, legal, binding obligation. This
Side Letter No. 31 shall be construed and interpreted in accordance with the laws of
the State of Connecticut, United States of America with the exception of its conflict
of law provisions.
	 
	 	3.4	 	This Side Letter No. 31 may be executed in one or more counterparts, each of
which when so executed and delivered shall be an original but shall constitute one and
the same instrument.




Except as expressly amended by this Side Letter No. 31, all provisions of the Agreement (as amended
from time to time by various side letters and amendments) remain in full force and effect.






 




			
	[***]	 	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 2 of 6 









 










IAE PROPRIETARY INFORMATION




	 	 	 	 	 	 	 

	Very truly yours,

	 	 	 	Agreed to and accepted on behalf of	 	 
	IAE International Aero Engines AG

	 	 	 	JetBlue Airways Corporation	 	 
	 
	 	 	 	 	 	 
	/s/ Debarshi Mandal
 

By

	 	 
	 	/s/ Mark D. Powers
 

Name
	 	 
	 
	 	 	 	 	 	 
	Debarshi Mandal

	 	 	 	SVP Treasurer	 	 
	 

	 	 	 	 	 	 
	Name

	 	 	 	Title	 	 
	 
	 	 	 	 	 	 
	Commercial Manager

	 	 	 	9/28/11	 	 
	 

	 	 	 	 	 	 
	Title

	 	 	 	Date	 	 






Page 3 of 6 









 






IAE PROPRIETARY INFORMATION 

APPENDIX 1




Exhibit B-2

Purchased Items, Price, Escalation Formula and Delivery



As of September 2011



Glossary Notes:





	•	 	Delivered Spare Engines are indicated by Italics typeface
	 
	•	 	Applicable escalation formulae are in accordance with Side Letter 13 to the Agreement





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Basic Contract	 	 	 	 	 	 	 	 	 	 
	Rank	 	 	 	Price	 	Base	 	 	 	 	 	Applicable	 	Delivery
	No.	 	Purchased Item	 	U.S. Dollars	 	Month	 	Qty	 	Escalation	 	Date
	No. 1
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-99
	No. 2
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-00
	No. 3
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-01
	No. 4
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-02
	No. 5
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-02
	No. 6
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-03
	No. 7
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-04
	No. 8
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-05
	No. 9
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-05
	No. 10
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula II
	 	[***]-06
	No. 11
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-06
	No. 12
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula II
	 	[***]-07
	No. 13
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-07
	No. 14
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-07
	No. 15
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula II
	 	[***]-07
	No. 16
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-07
	No. 17
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-08
	No. 18
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-08
	No. 19
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-09
	No. 20
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-10
	No. 21
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula ll
	 	[***]-10
	No. 22
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-10
	No. 23
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula I
	 	[***]-11
	No. 24
	 	V2527-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula II
	 	[***]-11
	No. 25
	 	V2533-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula II
	 	[***]-11
	No. 26
	 	V2533-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula II
	 	[***]-11
	No. 27
	 	V2533-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula II
	 	[***]-12
	No. 28
	 	V2533-A5 Spare Engine

	 	[***]
	 	Jan-03
	 	 	1	 	 	Formula II
	 	[***]-12
	TOTAL
	 	 

	 	 	 	 	 	 	28	 	 	 	 	 








 




			
	[***]	 	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 4 of 6 









 










IAE PROPRIETARY INFORMATION 

EXHIBIT B-2

ESCALATION FORMULA I





	1.	 	Any unit base price or other sum expressed to be subject to escalation from a base month to a
month of delivery or other date of determination in accordance with the IAE Escalation Formula
will be subject to escalation in accordance with the following formula:
	 
	 	 	P = Pb ( [***] L + [***] M + [***] E )

                      Lo              Mo            Eo
	 
	 	 	Where:
	 
	 	 	P = the invoiced purchase price or escalated sum rounded to the nearest U.S. Dollar
	 
	 	 	Pb = unit base price or other sum.
	 
	 	 	Lo = the “North American Industry Classification System (NAICS) Wages and Salaries for Aircraft
Manufacturing (NAICS Code 336411), CIU2023211000000I” as published quarterly by the Bureau of
Labor Statistics, U.S. Department of Labor for the Labor for the month preceding the base month
by four months.
	 
	 	 	L = the “North American Industry Classification System (NAICS) Wages and Salaries for Aircraft
Manufacturing (NAICS Code 336411), CIU2023211000000I” as published quarterly by the Bureau of
Labor Statistics, U.S. Department of Labor for the month preceding the month of delivery or
other date of determination by four months.
	 
	 	 	Mo = the “Producer Price Index, Code 10, for Metals and Metal Products” published by the Bureau
of Labor Statistics in the U.S. Department of Labor for the month preceding the base month by
four months.
	 
	 	 	M = the “Producer Price Index, Code 10, for Metals and Metal Products” for the month preceding
the base month by four months.
	 
	 	 	Eo = the “Producer Price Index, Code 5, for Fuel and Related Products and Power” published by
the Bureau of Labor Statistics in the U.S. Department of Labor for the month preceding the base
month by four months.
	 
	 	 	E = the “Producer Price Index, Code 5, for Fuel and Related Products and Power” for the month
preceding the base month by four months.
	 
	 	 	The values of the factors [***] L + [***] M + [***] E 

                                                  Lo              Mo            Eo
	 
	 	 	Respectively, shall be determined to the nearest fourth decimal place. If the fifth decimal is
five or more, the fourth decimal place shall be raised to the next higher number.
	 
	 	 	If the U.S. Department of Labor ceases to publish the above statistics or modifies the basis of
their calculation, then IAE may substitute any officially recognized and substantially
equivalent statistics.
	 
	 	 	The Basic Contract Prices contained in this Exhibit B are subject to escalation from a Base
Month of January 2003 to the month of delivery using using Lo, Mo and Eo values for September
2002.
	 
	 	 	If the application of the formula contained in this Exhibit B results in a Purchase Price which
is lower than the Basic Contract Price, the Basic Contract Price will be deemed to be the
Purchase Price for such Supplies.







 




			
	[***]	 	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 5 of 6 









 










IAE PROPRIETARY INFORMATION

 ESCALATION FORMULA II





	1.	 	Any unit base price or other sum expressed to be subject to escalation from a base month to a
month of delivery or other date of determination in accordance with the IAE Escalation Formula
will be subject to escalation in accordance with the following formula:





	 	 	 	 	 	 	 

	 

	 	Pi
	 	=
	 	(Pb+F) x CPI where:
	 
	 	 	 	 	 	 
	 

	 	Pi
	 	=
	 	the invoiced purchase price or escalated sum rounded to the nearest U.S. Dollar.
	 
	 	 	 	 	 	 
	 

	 	Pb
	 	=
	 	unit base price or other sum.
	 
	 	 	 	 	 	 
	 

	 	F
	 	=
	 	[***] (N)(Pb)
	 
	 	 	 	 	 	 
	 

	 	N
	 	=
	 	the calendar year of scheduled delivery or other date of determination minus 2003
	 
	 	 	 	 	 	 
	 

	 	CPI
	 	=
	 	[***] (L) + [***] (M)
	 
	 	 	 	 	 	 
	 

	 	L
	 	=
	 	Labor Ratio defined below
	 
	 	 	 	 	 	 
	 

	 	M
	 	=
	 	Material Ratio defined below







	 	 	IAE’s Composite Price Index (“CPI”) is the sum of [***] percent of the Labor ratio and [***]
percent of the Material Ratio, with the sum rounded to the nearest ten thousandth.
	 
	 	 	The quarterly value published for the Employment Cost Index will be deemed to apply to each
month of the quarter.
	 
	 	 	The Labor Ratio is the “North American Industry Classification System (NAICS) Wages and Salaries
for Aircraft Manufacturing (NAICS Code 336411), CIU2023211000000I” as published quarterly by the
Bureau of Labor Statistics, U.S. Department of Labor for the arithmetic average of the fifth,
sixth and seventh months (rounded to the nearest tenth) preceding the month of scheduled
delivery for each engine/equipment; divided by the value of “North American Industry
Classification System (NAICS) Wages and Salaries for Aircraft Manufacturing (NAICS Code 336411),
CIU2023211000000I” for the arithmetic average of the fifth, sixth and seventh months (rounded to
the nearest tenth) preceding the Base Month. To be clear the quarterly value of
CIU2023211000000I will apply to each month of a given quarter.
	 
	 	 	The Material Ratio is the “Producer Price Index, Industrial Commodities, WPU03thru15”, as
published monthly by the Bureau of Labor Statistics, U.S. Department of Labor, for the
arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth)
preceding the month of scheduled delivery for each engine/equipment; divided by the value for
Industrial Commodities for the arithmetic average of the fifth, sixth and seventh months
(rounded to the nearest tenth) preceding the Base Month.
	 
	 	 	For a given month, the escalation shall be computed by using the applicable Index value, which
the Bureau has published as the time of delivery or other date of determination.
	 
	2.	 	If the U.S. Department of Labor changes the base year for determination of the Index values
as defined above, such re-based values will be incorporated in the escalation calculation.
	 
	3.	 	If the U.S. Department of Labor revises the methodology used for the determination of the
values to be used to determine the CPI or, for any reason, has not released values needed to
determine the CPI, IAE, in its sole discretion, shall select a substitute for such values from
data published by the Bureau of Labor Statistics or otherwise make revisions to the escalation
formula such that the escalation will as closely as possible approximate the result that would
have been attained by continuing the use of the original escalation formula and values as they
may have fluctuated during the applicable time period.
	 
	4.	 	The invoiced purchase price, which in no event shall be less than the unit base price, shall
be the final price. If the calculated sum of L + M is less than 1.0000, then the value of the
sum is adjusted to 1.0000.







 




			
	[***]	 	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 6 of 6