EX-10.1






Exhibit 10.1




Amendment No. 32




to the A320 Purchase Agreement

Dated as of April 20, 1999




between




AVSA, S.A.R.L.




and




JetBlue Airways Corporation




     This Amendment No. 32 (hereinafter referred to as the “Amendment”) is entered into as of May 23rd,
2008 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. 29 dated as of December 1, 2006, Amendment
No. 30 dated as of March 20, 2007 and Amendment No. 31 dated as of January 28, 2008 is
hereinafter called the “Agreement”;




     WHEREAS the Buyer and the Seller wish to (i) change the structure of the [***] Predelivery
Payments, and (ii) defer the delivery of a certain number of Aircraft;



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.	 	[***]
	 
	2.1	 	Letter Agreement No. 5




All Paragraphs of Letter Agreement No. 5 to the Agreement (as amended

from time to time) are deleted and replaced with the following quoted

provisions:




QUOTE





	1.	 	[***]




[***]





	2.	 	[***]




[***]





	3.	 	[***]




[***]





	(i)	 	[***]
	 
	(ii)	 	[***]
	 
	(iii)	 	[***]







 




			
	 	 	[***] 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.




 









 











	(iv)	 	“Original LA 5” means Letter Agreement No. 5 to the Agreement between the Buyer and the
Seller dated as of April 20, 1999, as in effect on such date.
	 
	4.	 	ASSIGNMENT




Notwithstanding any other provision of this Letter Agreement or of the Agreement, this

Letter Agreement and the rights and obligations of the Buyer hereunder 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 will be void and of no force or effect.




UNQUOTE





	2.2	 	Additional Termination Event




Clause 21.1.1 (5) of the Agreement is deleted and replaced with the

following quoted provisions:




QUOTE





	(5)	 	the Buyer or any of its Affiliates fails to make any payment when due with respect to any
[***] Predelivery Payment, whether of principal, interest, default interest,
costs and expenses of collection or of any and all other amounts due in connection therewith.





UNQUOTE





	2.3	 	Amendment No. 5




Amendment No. 5 to the Agreement is terminated and of no further force or effect.





	3.	 	AIRCRAFT DEFERRALS AND OPTION CANCELLATIONS
	 
	3.1	 	Firm Aircraft
	 
	3.1.1	 	The Buyer and the Seller agree to reschedule the delivery of nine (9) firm Aircraft with CAC
Id Nos. 159916, 159940, 159941, 159944, 159945, 159946, 159947, 159948, and 159949 from
calendar year 2009 to calendar year 2014 and to renumber the Aircraft chronologically.
	 
	3.1.2	 	The Buyer and the Seller agree to reschedule the delivery of three (3) firm Aircraft with
CAC Id Nos. 159922, 159954, and 159955 from calendar year 2010 to calendar year 2014 and to
renumber the Aircraft chronologically.







 




			
	 	 	[***] 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.




 









 











	3.1.3	 	The Buyer and the Seller agree to reschedule the delivery of four (4) firm Aircraft with CAC
Id Nos. 159956, 159957, 159958, and 159959 from calendar year 2010 to calendar year 2015 and
to renumber the Aircraft chronologically.
	 
	3.1.4	 	The Buyer and the Seller agree to reschedule the delivery of five (5) firm Aircraft with CAC
Id Nos. 159929, 159930, 159931, 159932 and 159933 from calendar year 2011 to calendar year
2015 and to renumber the Aircraft chronologically.






	3.2	 	Option Aircraft






	3.2.1	 	The Buyer and the Seller agree to (i) cancel three (3) option Aircraft with CAC ID No’s.
159966, 159968 and 159969 from calendar year 2011, (ii) cancel four (4) option Aircraft with
CAC ID No’s. 159976, 159977, 159988, and 180961 from calendar year 2012, and cancel three
option Aircraft with CAC ID No’s. 180 971, 180 972, and 180 982 from calendar year 2013. All
rights and obligations of the parties related to these ten (10) option Aircraft are hereby
extinguished, except as set forth in Paragraph 3.3.
	 
	3.3	 	Predelivery Payments






	3.3.1	 	With respect to the firm Aircraft rescheduled pursuant to Paragraphs 3.1.1, 3.1.2, 3.1.3 and
3.1.4, the Predelivery Payments already received by the Seller that would not be due if such
Aircraft had originally been scheduled to be delivered on the dates set forth in this
Amendment, will be [***]. For the avoidance of doubt, all outstanding [***]
Predelivery Payments that will be paid [***] in accordance with this Section 3.3.1 [***].
	 
	3.3.2	 	With respect to the option Aircraft cancelled pursuant to Paragraph 3.2.1, the deposit paid
to the Seller by the Buyer, in the amount of $[***] per option Aircraft for an aggregate total
of US $[***] will be [***].






	3.4	 	Price Revision for the firm Aircraft over the Rescheduling Period






	3.4.1	 	With respect to the firm Aircraft rescheduled pursuant to Paragraphs 3.1.1 and 3.1.3, the
escalation provisions set forth in the Agreement shall [***].
	 
	3.4.2	 	With respect to the firm Aircraft rescheduled pursuant to Paragraphs 3.1.2 and 3.1.4 the
escalation provisions set forth in the Agreement shall [***].
	 
	3.5	 	Deferral Rights




The provisions set forth in clause 9 of Amendment No. 16, as amended
by Amendment No. 20, are hereby deleted 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 under the Securities Exchange Act of 1934, as amended.




 









 










QUOTE





	9.1	 	Upon [***] at least [***] prior to the Scheduled Delivery Month of the relevant Aircraft
([***]), the Buyer may convert any Firm Aircraft into a firm order for another model of
aircraft (A318, A319 or A321).





UNQUOTE





	4.	 	INTENTIONALLY DELETED
	 
	5.	 	DELIVERY SCHEDULE
	 
	5.1	 	The delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby deleted and
replaced by the following quoted provisions:





QUOTE




	 	 	 	 	 	 	 	 	 
	CACId 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
	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








 




			
	 	 	[***] 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.




 









 










	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 
	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
	104 415
	 	No. 56
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2004
	104 407
	 	No. 57
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2004
	104 408
	 	No. 58
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2004
	124 968
	 	No. 59
	 	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 under the Securities Exchange Act of 1934, as amended.




 









 










	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 
	104 409
	 	No. 60
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2005
	41 232
	 	No. 61
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2005
	124 959
	 	No. 62
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2005
	104 410
	 	No. 63
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2005
	104 411
	 	No. 64
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2005
	41 233
	 	No. 65
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2005
	104 412
	 	No. 66
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2005
	124 960
	 	No. 67
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2005
	104 413
	 	No. 68
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2005
	104 418
	 	No. 69
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2005
	104 414
	 	No. 70
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2005
	124 961
	 	No. 71
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2005
	104 416
	 	No. 72
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2005
	104 417
	 	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
	 	[***]
	 	2005
	159 936
	 	No. 76
	 	Amendment No. 20 Firm Aircraft
	 	[***]
	 	2006
	104 419
	 	No. 77
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2006
	41 239
	 	No. 78
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2006
	41 240
	 	No. 79
	 	Amendment No.16 Firm 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. 84
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2006
	104 422
	 	No. 85
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2006
	41 244
	 	No. 86
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2006
	69 719
	 	No. 87
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2006
	104 423
	 	No. 88
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2006
	69 720
	 	No. 89
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2006
	104 420
	 	No. 83
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2006
	69 721
	 	No. 90
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2006
	159 937
	 	No. 91
	 	Amendment No. 20 Firm Aircraft
	 	[***]
	 	2006
	104 424
	 	No. 92
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2007
	104 425
	 	No. 93
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2007
	159 938
	 	No. 94
	 	Amendment No. 20 Firm Aircraft
	 	[***]
	 	2007
	104 426
	 	No. 95
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2007
	104 427
	 	No. 96
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2007
	104 428
	 	No. 97
	 	Pre-Amendment No. 16 Aircraft
	 	[***]
	 	2007
	69 722
	 	No. 98
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	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 under the Securities Exchange Act of 1934, as amended.




 









 










	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 
	69 724
	 	No. 99
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2007
	96 459
	 	No. 100
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2007
	104 439
	 	No. 101
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2007
	104 441
	 	No. 102
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2007
	41231
	 	No. 103
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2007
	159 896
	 	No. 104
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2008
	159 897
	 	No. 105
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2008
	159 898
	 	No. 106
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2008
	159 899
	 	No. 107
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2008
	159 900
	 	No. 108
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2008
	159 901
	 	No. 109
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2008
	159 902
	 	No. 110
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2008
	159 903
	 	No. 111
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2008
	159 904
	 	No. 112
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2008
	159 905
	 	No. 113
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2008
	159 906
	 	No. 114
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2008
	159 907
	 	No. 115
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2008
	159 913
	 	No. 116
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2009
	159 914
	 	No. 117
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2009
	159 915
	 	No. 118
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2009
	159 919
	 	No. 119
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2010
	159 920
	 	No. 120
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2010
	159 921
	 	No. 121
	 	Amendment No.16 Firm Aircraft
	 	[***]
	 	2010
	69 723
	 	No. 122
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	2011
	69 725
	 	No. 123
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	2011
	104 440
	 	No. 124
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	2011
	104 442
	 	No. 125
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	2011
	159 908
	 	No. 126
	 	Amendment No. 16 Firm Aircraft
	 	Year
	 	2011
	159 909
	 	No. 127
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2012
	159 910
	 	No. 128
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2012
	159 911
	 	No. 129
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2012
	159 912
	 	No. 130
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2012
	159 917
	 	No. 131
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2012
	 159 918
	 	No. 132
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2012
	159 942
	 	No. 133
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2012
	159 943
	 	No. 134
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2012
	159 950
	 	No. 135
	 	Amendment No. 20 Firm Aircraft
	 	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 under the Securities Exchange Act of 1934, as amended.




 









 






	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 
	159 951
	 	No. 136
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2012
	159 923
	 	No. 137
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2012
	159 924
	 	No. 138
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2012
	159 925
	 	No. 139
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2012
	159 926
	 	No. 140
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2013
	159 927
	 	No. 141
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2013
	159 928
	 	No. 142
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2013
	159 952
	 	No. 143
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2013
	159 953
	 	No. 144
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2013
	159 934
	 	No. 145
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2013
	159 939
	 	No. 146
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2013
	159 960
	 	No. 147
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2013
	159 961
	 	No. 148
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2013
	159 962
	 	No. 149
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2013
	159 963
	 	No. 150
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2013
	159 964
	 	No. 151
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2013
	159 965
	 	No. 152
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2013
	159 916
	 	No. 153
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2014
	159 940
	 	No. 154
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2014
	159 941
	 	No. 155
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2014
	159 944
	 	No. 156
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2014
	159 945
	 	No. 157
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2014
	159 946
	 	No. 158
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2014
	159 947
	 	No. 159
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2014
	159 948
	 	No. 160
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2014
	159 949
	 	No. 161
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2014
	159 922
	 	No. 162
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2014
	159 954
	 	No. 163
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2014
	159 955
	 	No. 164
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2014
	159 956
	 	No. 165
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2015
	159 957
	 	No. 166
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2015
	159 958
	 	No. 167
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2015
	159 959
	 	No. 168
	 	Amendment No. 20 Firm Aircraft
	 	Year
	 	2015
	159 929
	 	No. 169
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2015
	159 930
	 	No. 170
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2015
	159 931
	 	No. 171
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2015
	159 932
	 	No. 172
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2015
	159 933
	 	No. 173
	 	Amendment No.16 Firm Aircraft
	 	Year
	 	2015














 






	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Option Aircraft	 	Delivery	 	 
	159 967
	 	No. 174
	 	Amendment No.16 Option
	 	[***]
	 	2011
	159 970
	 	No. 175
	 	Amendment No.16 Option
	 	[***]
	 	2011
	159 971
	 	No. 176
	 	Amendment No.16 Option
	 	[***]
	 	2011
	159 978
	 	No. 177
	 	Amendment No.16 Option
	 	[***]
	 	2012
	159 979
	 	No. 178
	 	Amendment No.16 Option
	 	[***]
	 	2012
	180 962
	 	No. 179
	 	Amendment No. 20 Option
	 	[***]
	 	2012
	180 963
	 	No. 180
	 	Amendment No. 20 Option
	 	[***]
	 	2012
	180 968
	 	No. 181
	 	Amendment No. 20 Option
	 	[***]
	 	2013
	180 969
	 	No. 182
	 	Amendment No. 20 Option
	 	[***]
	 	2013
	180 970
	 	No. 183
	 	Amendment No .20 Option
	 	[***]
	 	2013
	180 981
	 	No. 184
	 	Amendment No. 20 Option
	 	[***]
	 	2013
	180 965
	 	No. 185
	 	Amendment No. 20 Option
	 	[***]
	 	2013
	180 966
	 	No. 186
	 	Amendment No. 20 Option
	 	[***]
	 	2013
	180 967
	 	No. 187
	 	Amendment No. 20 Option
	 	[***]
	 	2013
	159 980
	 	No. 188
	 	Amendment No.16 Option
	 	[***]
	 	2014
	159 981
	 	No. 189
	 	Amendment No.16 Option
	 	[***]
	 	2014
	159 982
	 	No. 190
	 	Amendment No.16 Option
	 	[***]
	 	2014
	159 983
	 	No. 191
	 	Amendment No.16 Option
	 	[***]
	 	2014
	180 973
	 	No. 192
	 	Amendment No. 20 Option
	 	[***]
	 	2015
	180 974
	 	No. 193
	 	Amendment No. 20 Option
	 	[***]
	 	2015
	180 975
	 	No. 194
	 	Amendment No. 20 Option
	 	[***]
	 	2015
	180 976
	 	No. 195
	 	Amendment No. 20 Option
	 	[***]
	 	2015







	 	 	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 under the Securities Exchange Act of 1934, as amended.




 









 











	7.	 	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.





	8.	 	CONFIDENTIALITY




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

the Agreement.





	9.	 	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 9 will be void and of no force or effect.





	10.	 	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.




 









 








     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: Senior Vice President Treasurer
	 	Its: Senior Vice
President Contracts