Amendment No. 37 to Airbus A320 Purchase Agreement



 Exhibit 10.1(z) 
 Amendment No. 37 
 to the A320 Purchase Agreement 

Dated as of April 20, 1999 
 between 
 AVSA, S.A.R.L. 

and 
 JetBlue
Airways Corporation 
 This Amendment No. 37 (hereinafter referred to as the “Amendment”) is entered into as of October 19,
2011 between AIRBUS, S.A.S. (legal successor to AVSA, S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 1, 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 at 118-29 Queens Boulevard, 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, Amendment No. 16 dated as of April 23, 2003, Amendment No. 17 dated as of October 1, 2003, Amendment
No. 18 dated as of November 12, 2003, Amendment No. 19 dated as of June 4, 2004, Amendment No. 20 dated as of June 7, 2004, Amendment No. 21 dated as of November 19, 2004, Amendment No. 22 dated as of
February 17, 2005, Amendment No. 23 dated as of March 31, 2005, Amendment No. 24 dated as of July 21, 2005, Amendment No. 25 dated as of November 23, 2005, Amendment No. 26 dated as of February 27, 2006,
Amendment No. 27 dated as of April 25, 2006, Amendment No. 28 dated as of July 6, 2006, Amendment No. 2l dated as of December 1, 2006, Amendment No. 30 dated as of March 20, 2007, Amendment No. 31 dated
as of January 28, 2008, Amendment No. 32 dated as of May 23, 2008, Amendment No. 33 dated July 1, 2009, Amendment No. 34 dated February 5, 2010, Amendment No. 35 dated October 1, 2010 and Amendment
No. 36 dated June 17, 2011 is hereinafter called the “Agreement”; 







 WHEREAS the Buyer wishes and the Seller agrees to reschedule the delivery of a certain number of Aircraft
and cancel Option Aircraft; 
 NOW, THEREFORE, IT IS AGREED AS FOLLOWS 

 

	1.	DEFINITIONS 


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.	PURCHASE RIGHT AIRCRAFT 

  

	2.1	Purchase Right Cancellation 

 The
Buyer and the Seller agree to cancel the remaining eight (8) Purchase Right Aircraft. All rights and obligations of the parties related to these eight (8) Purchase Right Aircraft are hereby extinguished except as set forth in
Paragraph 2.2. 
  

	2.2	Purchase Right Fee 

 With respect
to the Purchase Right Aircraft cancelled pursuant to Paragraph 2.1, the Purchase Right Fee paid to the Seller by the Buyer, in the amount of [***] per Purchase Right Aircraft for an aggregate total of [***] will be [***]. 

 

	3.	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 thereof. 
  

	[***]	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. 


  
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	4.	CONFIDENTIALITY 


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

 

	5.	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 5 will be void and of no force or effect. 

 

	6.	COUNTERPARTS 

 This
Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. 

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

							
	JETBLUE AIRWAYS CORPORATION	    	AIRBUS S.A.S.
				
	By:	 	 /s/ Mark D. Powers
	    	By:	 	 /s/ Christophe Mourey

				
	Its:	 	 CFO
	    	Its:	 	 Senior Vice President Contracts



  
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