EX-10.3






IAE PROPRIETARY INFORMATION




Exhibit 10.3









IAE Building

400 Main Street

East Hartford, CT 06108 USA




May 27, 2008

JetBlue Airways Corporation

118-29 Queens Blvd.

Forest Hills, NY 11375

Attention: Senior Vice President Treasurer





			
	Subject:	 	Side Letter No. 25 to the V2500 General Terms of
Sale Agreement between JetBlue Airways Corporation
and IAE International Aero Engines AG dated May 4,
1999 (the “Agreement”)





Dear Sir:




     IAE is pleased to submit to JetBlue this Side Letter No. 25 to the Agreement in support of
JetBlue’s deferral of certain Aircraft deliveries in exchange for certain commitments and
agreements expressed below. Unless expressly stated to the contrary, and to the extent possible,
capitalized terms used in this Side Letter No. 25 shall have the same meaning given to them in the
Agreement.



     The parties hereby agree as follows:




	 	1.	 	Reschedule the delivery of nine (9) firm Aircraft from calendar year 2009 to calendar year
2014;
	 
	 	2.	 	Reschedule the delivery of three (3) firm Aircraft from calendar year 2010 to calendar year
2014;
	 
	 	3.	 	Reschedule the delivery of four (4) firm Aircraft from calendar year 2010 to calendar year
2015;
	 
	 	4.	 	Reschedule the delivery of five (5) firm Aircraft from calendar year 2011 to calendar year
2015;
	 
	 	5.	 	Cancel three (3) option Aircraft from calendar year 2011;
	 
	 	6.	 	Cancel four (4) option Aircraft from calendar year 2012; and
	 
	 	7.	 	Cancel three (3) option Aircraft from calendar year 2013.




Page 1 of 16









 











IAE PROPRIETARY INFORMATION




     Accordingly, Exhibit B-1 to the Agreement (as amended by various Side Letters) is hereby deleted in
its entirety and replaced by the revised delivery schedule attached as Exhibit B-1 hereto.



     In consideration of IAE agreeing to the aircraft deferrals and cancellations described above,
JetBlue agrees to and acknowledges the following:




	a.	 	[***]
	 
	 	 	[***]
	 
	b.	 	Spare Parts Provisions






JetBlue shall make all reasonable efforts to ensure that only IAE designed and approved
Spare Parts shall be installed in any V2500-A5 powered Aircraft by JetBlue or its
maintenance provider for as long as such Aircraft are operated by JetBlue. Such Spare
Parts shall as a minimum include all Life Limited Parts and any part in direct contact with
the engine gas flow.




Accordingly, the parties hereby agree to amend Clause 3 Spare Parts Provisions of the
Agreement as follows:




	 	(i)	 	Delete existing Clause 3.1.1 of the Agreement, including Subclauses 3.1.1.1
and 3.1.1.2, and insert in its place the following Clause:






	 	3.1.1	 	JetBlue agrees that for so long as JetBlue owns and operates
one or more Aircraft in regular commercial service, JetBlue shall make all
reasonable efforts to ensure that only Spare Parts manufactured pursuant to
the detailed design and order of IAE shall be used as Spare Parts for its
engines. IAE agrees that it shall provide that reasonably adequate supplies
of Spare Parts are available for sale to JetBlue or its maintenance provider
under this Agreement or any other applicable agreement. In consideration
thereof, IAE shall sell to JetBlue or its maintenance provider and, except as
hereinafter provided, JetBlue shall purchase from IAE or cause its maintenance
provider to purchase from IAE:






	 	3.1.1.1	 	JetBlue’s requirements of Spare Parts; and






	 	3.1.1.2	 	Vendor Parts for which direct supply arrangements between the
manufacturers of such Vendor Parts and JetBlue cannot be established.
Except for the purposes of Initial Provisioning pursuant to Clause
3.3 below, JetBlue shall notify IAE in writing not less than twelve
(12) months before scheduled delivery requested by JetBlue that
JetBlue intends to purchase such Vendor Parts from IAE.




 






[***] 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 16









 








IAE PROPRIETARY INFORMATION





	 	(ii)	 	Delete existing Clause 3.14.1 of the Agreement and insert in its place the
following Clause:






	 	3.14.1	 	JetBlue may purchase or cause its maintenance provider to purchase from
another A320 family aircraft operator IAE designed and approved Spare Parts,
which by virtue of Clause 3.1.1 above are otherwise required to be purchased
from IAE:






	 	3.14.1.1	 	on an occasional basis; or






	 	3.14.1.2	 	where the said operator has published details of excessive stock
holdings of the Spare Parts concerned; or






	 	3.14.1.3	 	pursuant to a pooling arrangement or joint use agreement between
JetBlue and the said operator.






	 	(iii)	 	Delete existing Clause 3.14.2 of the Agreement and insert in its place the
following Clause:






	 	3.14.2	 	Subject to the conditions specified below, in the following circumstances
JetBlue or its service provider may obtain from established and approved
sources, other than IAE or other Aircraft operators, IAE designed and approved
Spare Parts which by virtue of Clause 3.1.1 above are required to be purchased
from IAE:






Existing Subclauses 3.14.2.1, 3.14.2.2, and 3.14.2.3, and the final sentence of Clause
3.14.2 of the Agreement which follows those Subclauses, are not deleted and remain in full
force and effect.




	c.	 	Escalation






IAE shall continue to [***]. Thereafter such prices and
credits shall escalate in accordance with the applicable escalation formula detailed in the
Agreement.




All credits listed in Section 7 detailed in Side Letter No. 17 to the Agreement shall
escalate [***] until December 31, 20[***]. In the event such credits are due to be issued
with respect to an Aircraft delivered to JetBlue after December 31, 20[***], then all such
credits shall be escalated in accordance with this Section c until December 31, 20[***],
then fixed through December 31, 20[***], and extinguished thereafter.




Accordingly, the parties hereby agree to the following:




	 	(i)	 	Clause 3 of Side Letter 13 shall be deleted in its entirety and replaced with
the following:






“For
the period beginning January 1, 2003 and ending
December 31, 20[***],
with respect to installed Propulsion Systems for installation on the Incremental
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 under the Securities Exchange Act of 1934, as
amended.




Page 3 of 16









 








IAE PROPRIETARY INFORMATION





(the “Incremental Propulsion Systems”), IAE will, as of the respective
dates of delivery for each of the Incremental Propulsion Systems delivered to and
accepted by JetBlue, calculate [***]: (i) the deemed Shipset Price (as defined
below) of each Incremental Propulsion Systems escalated in accordance with the
Escalation Formulae I or II, as the case may be, set forth in Exhibit B-2, and (ii)
the deemed Shipset Price of the Incremental Propulsion Systems
[***]. IAE will adjust the aggregate amount of the
credits due and payable to JetBlue for each such Aircraft [***]. For the purposes
of administering this provision, the “Shipset Price” shall be deemed to be:


 






[***] 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 16









 








IAE PROPRIETARY INFORMATION




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A319-100 (V2524-A5)	 	 	A320-200 (V2527-A5)	 	 	A321-200 (V2533-A5)	 
	Incremental Firm Aircraft (January 2003)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	New Option Aircraft (January 2003)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 







	 	(ii)	 	Clause 4 of Side Letter 13 shall be deleted in its entirety and replaced with
the following:






	 	“4.1	 	The credits set forth in Clause 1 of this Side Letter 13 and
the Spare Engine credits set forth in Clause 3 of Side Letter 1, as amended to
date (the “Side Letter 13 Credits”) are subject to escalation in accordance
with the applicable Escalation Formulae I and II, as the case may be, set
forth in Exhibit B-2 to this Side Letter 13. Side Letter 13 Credits shall be
escalated from the base month of January 2003 until delivery.






	 	4.2	 	Notwithstanding the above, for the period beginning January
1, 2003 and ending December 31, 20[***], escalation as calculated by the
formula in Exhibit B-2 shall be [***], provided that for any year in which
escalation calculated by the formula in Exhibit B-2 [***].”






	 	(iii)	 	The following shall be added at the end of Clause 5 of Side Letter 13:






“Notwithstanding the above, for the period beginning January 1, 2003 and ending
December 31, 20[***], escalation for the New Firm Spare Engines and the New Option
Spare Engines as calculated by the applicable formulae in Exhibit B-2 shall be
[***], provided that for any year in which escalation calculated by the formula in
Exhibit B-2 [***].”




	 	(iv)	 	The following shall be added at the end of Clause 7 of Side Letter 13:






“Notwithstanding the above,




	 	7.1	 	for the period beginning as of the effective date of this
Side Letter 25 and ending December 31, 20[***], escalation as calculated by
the formula in Exhibit B-2 shall be [***], provided that for any year in which
escalation calculated by the formula in Exhibit B-2 [***]; and






	 	7.2	 	for the period beginning January 1, 20[***] and ending
December 31, 20[***], the credits shall be escalated in accordance with the
formula set forth in Clause 7.1 above, calculated as of December 20[***];
and
	 
	 	7.3	 	for the period from January 1, 20[***], no credits shall be payable.”




 






[***] 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 16









 








IAE PROPRIETARY INFORMATION





	 	(v)	 	Clause 2 of Side Letter 17 shall be deleted in its entirety and replaced with
the following:






	 	“3.	 	For the period beginning January 1, 2003 and ending December
31, 20[***], with respect to installed Propulsion Systems for installation on
2004 Incremental Aircraft, IAE will, as of the respective dates of delivery
for each of the 2004 Incremental Aircraft delivered to and accepted by
JetBlue, calculate [***]: (i) the deemed Shipset Price (as defined below)
escalated in accordance with the Escalation Formulae I or II, as the case may
be, set forth in Exhibit B-2, and (ii) the deemed Shipset Price
[***]. IAE will adjust the aggregate amount of
the credits due and payable to JetBlue for each such 2004 Incremental Aircraft
[***]. For the purposes of administering this provision, the “Shipset Price”
shall be deemed to be:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A319-100
 (V2524-A5)	 	 	A320-200
 (V2527-A5)	 	 	A321-200
 (V2533-A5)	 
	2004 Incremental Aircraft (January 2003)
	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 







	 	(vi)	 	Clause 4 of Side Letter 17 shall be deleted in its entirety and replaced with
the following:






	 	“4.1	 	The credits set forth in Clause 1 of this Side Letter 17 and
the Spare Engine credits set forth in Clause 3 of Side Letter 1, as amended to
date (the “Side Letter 17 Credits”) are subject to escalation in accordance
with the Escalation Formula set forth in Exhibit B to this Side Letter 17.
Side Letter 17 Credits shall be escalated from the base month of January 2003
until delivery.






	 	4.2	 	Notwithstanding the above, for the period beginning January
1, 2003 and ending December 31, 20[***], escalation as calculated by the
formula in Exhibit B shall be [***], provided that for any year in which
escalation calculated by the formula in Exhibit B [***].”






	 	(vii)	 	The following shall be added at the end of Clause 5 of Side Letter 17:






“Notwithstanding the above, for the period beginning January 1, 2003 and ending
December 31, 20[***], escalation for the 2004 New Firm Spare
Engines and the 2004 New Option Spare Engines as calculated by the applicable
formulae in Exhibit B-2 shall be [***], provided that for any year in which
escalation calculated by the formula in Exhibit B-2 [***].”




	 	(viii)	 	The following shall be added at the end of Clause 7 of Side Letter 17:






“Notwithstanding the above,


 






[***] 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 16









 








IAE PROPRIETARY INFORMATION





	 	7.1	 	for the period beginning as of the effective date of this
Side Letter 25 and ending December 31, 20[***], escalation as calculated by
the formula in Exhibit B shall be [***], provided that for any year in which
escalation calculated by the formula in Exhibit B [***]; and






	 	7.2	 	for the period beginning January 1, 20[***] and ending
December 31, 20[***], the credits shall be escalated in accordance with
formula set forth in Clause 7.1 above, calculated as of December 20[***]; and






	 	7.3	 	for the period from January 1, 20[***], no credits shall be payable.”






	 	(ix)	 	Clauses 3 and 4 of Side Letter 24 shall be deleted in their entirety and
replaced with the following:






	 	“3.	 	Notwithstanding any provision of the Agreement to the
contrary, each and every credit awarded upon the delivery and acceptance of
Aircraft with Rank [***] and [***] (the “FIA [***]Incremental Firm Aircraft”)
shall be escalated from a base month of January 2003 in accordance with
Escalation Formula I set forth in Exhibit B-2 to the Agreement to [***] (i) a
date that is [***] prior to the actual delivery
date of the corresponding FIA [***] Incremental Firm Aircraft, or (ii)
December 20[***];






	 	“4.	 	Notwithstanding any provision of the Agreement to the
contrary, each and every credit awarded upon the delivery and acceptance of
Aircraft with Rank No. [***] and No. [***] (the “FIA [***]2004 Incremental
Firm Aircraft”) shall be escalated from a base month of January 2003 in
accordance with Escalation Formula I set forth in Exhibit B-2 to
the Agreement to
[***] (i) a date that is [***] prior to the actual delivery date of the
corresponding FIA [***]2004 Incremental Firm Aircraft, or (ii) December
20[***];”






	d.	 	[***] Late Delivery Period






For each and every Aircraft delivered to and accepted by JetBlue that has an actual
delivery date that occurs later than its scheduled delivery date as shown on Exhibit B-1 to
the Agreement attached to this Side Letter No. 25 (the “Late
Delivery Period”), IAE shall [***] upon delivery and acceptance of each such Aircraft
[***].




	e.	 	Limitation of Late Delivery Period






Under no circumstances shall the Late Delivery Period for any Aircraft with a delivery date
shown on Exhibit B-1 to this Side Letter No. 25 extend beyond December 31, 20[***].


 






[***] 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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IAE PROPRIETARY INFORMATION




[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




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IAE PROPRIETARY INFORMATION




     Except as expressly amended by this Side Letter No. 25, all provisions of the Agreement (as amended
from time to time by various side letters and amendments) remain in full force and effect.



	 	 	 
	Very truly yours,

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

	 	JetBlue Airways Corporation
	 
	 	 
	          /s/ Mhairi MacKinnon

	 	          /s/ Mark D. Powers
	 

	 	 
	Name Mhairi MacKinnon

	 	Name Mark D. Powers
	 
	 	 
	          Commercial Manager — Americas

	 	          Senior Vice President Treasurer
	 

	 	 
	Title

	 	Title
	 
	 	 
	          27 May 2008

	 	          May 27, 2008
	 

	 	 
	Date

	 	Date







Page 9 of 16












 





IAE PROPRIETARY INFORMATION




Exhibit B-1

Aircraft Delivery Schedules




As of May 2008




Glossary Note:





	•	 	Delivered Aircraft are indicated by Italics typeface
	 
	•	 	Existing Firm Aircraft are indicated by normal typeface
	 
	•	 	Incremental Firm Aircraft are indicated by an asterisk (*)
	 
	•	 	2004 Incremental Aircraft, including all 2004 Incremental Aircraft and all Option Aircraft are indicated by bold typeface.





	 	 	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Year
	No. 1

	 	Firm Aircraft
	 	[***]
	 	 	2000	 
	No. 2

	 	Firm Aircraft
	 	[***]
	 	 	2000	 
	No. 3

	 	Firm Aircraft
	 	[***]
	 	 	2000	 
	No. 4

	 	Firm Aircraft
	 	[***]
	 	 	2000	 
	No. 5

	 	Firm Aircraft
	 	[***]
	 	 	2000	 
	No. 6

	 	Firm Aircraft
	 	[***]
	 	 	2000	 
	No. 7

	 	Firm Aircraft
	 	[***]
	 	 	2001	 
	No. 8

	 	Firm Aircraft
	 	[***]
	 	 	2001	 
	No. 9

	 	Firm Aircraft
	 	[***]
	 	 	2001	 
	No. 10

	 	Firm Aircraft
	 	[***]
	 	 	2001	 
	No. 11

	 	Firm Aircraft
	 	[***]
	 	 	2001	 
	No. 12

	 	Firm Aircraft
	 	[***]
	 	 	2001	 
	No. 13

	 	Firm Aircraft
	 	[***]
	 	 	2001	 
	No. 14

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 15

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 16

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 17

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 18

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 19

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 20

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 21

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 22

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 23

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 24

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 25

	 	Firm 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.





Page 10 of 16




 









 





IAE PROPRIETARY INFORMATION




	 	 	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Year
	No. 26

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 27

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 28

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 29

	 	Firm Aircraft
	 	[***]
	 	 	2002	 
	No. 30

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 31

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 32

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 33

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 34

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 35

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 36

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 37

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 38

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 39

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 40

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 41

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 42

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 43

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 44

	 	Firm Aircraft
	 	[***]
	 	 	2003	 
	No. 45

	 	Firm Aircraft
	 	[***]
	 	 	2004	 
	No. 46

	 	Firm Aircraft
	 	[***]
	 	 	2004	 
	No. 47

	 	Firm Aircraft
	 	[***]
	 	 	2004	 
	No. 48

	 	Firm Aircraft
	 	[***]
	 	 	2004	 
	No. 49

	 	Firm Aircraft
	 	[***]
	 	 	2004	 
	No. 50

	 	Firm Aircraft
	 	[***]
	 	 	2004	 
	No. 51

	 	Firm Aircraft
	 	[***]
	 	 	2004	 
	No. 52

	 	Firm Aircraft
	 	[***]
	 	 	2004	 
	No. 53

	 	Firm Aircraft
	 	[***]
	 	 	2004	 
	No. 54

	 	Firm Aircraft
	 	[***]
	 	 	2004	 
	No. 55

	 	Firm Aircraft
	 	[***]
	 		2004*	
	No. 56

	 	Firm Aircraft
	 	[***]
	 	 	2004	 
	No. 57

	 	Firm Aircraft
	 	[***]
	 	 	2004	 
	No. 58

	 	Firm Aircraft
	 	[***]
	 	 	2004	 
	No. 59

	 	Firm Aircraft
	 	[***]
	 		2004*	
	No. 60

	 	Firm Aircraft
	 	[***]
	 	 	2005	 
	No. 61

	 	Firm Aircraft
	 	[***]
	 	 	2005	 








 




			
	[***]	 	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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IAE PROPRIETARY INFORMATION




	 	 	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Year
	No. 62

	 	Firm Aircraft
	 	[***]
	 		2005*	
	No. 63

	 	Firm Aircraft
	 	[***]
	 	 	2005	 
	No. 64

	 	Firm Aircraft
	 	[***]
	 	 	2005	 
	No. 65

	 	Firm Aircraft
	 	[***]
	 	 	2005	 
	No. 66

	 	Firm Aircraft
	 	[***]
	 	 	2005	 
	No. 67

	 	Firm Aircraft
	 	[***]
	 		2005*	
	No. 68

	 	Firm Aircraft
	 	[***]
	 	 	2005	 
	No. 69

	 	Firm Aircraft
	 	[***]
	 	 	2005	 
	No. 70

	 	Firm Aircraft
	 	[***]
	 	 	2005	 
	No. 71

	 	Firm Aircraft
	 	[***]
	 		2005*	
	No. 72

	 	Firm Aircraft
	 	[***]
	 	 	2005	 
	No. 73

	 	Firm Aircraft
	 	[***]
	 	 	2005	 
	No. 74

	 	Firm Aircraft
	 	[***]
	 		2005*	
	No. 75

	 	Firm Aircraft
	 	[***]
	 		2005*	
	No. 76

	 	Firm Aircraft
	 	[***]
	 	 	2006	 
	No. 77

	 	Firm Aircraft
	 	[***]
	 	 	2006	 
	No. 78

	 	Firm Aircraft
	 	[***]
	 		2006*	
	No. 79

	 	Firm Aircraft
	 	[***]
	 		2006*	
	No. 80

	 	Firm Aircraft
	 	[***]
	 	 	2006	 
	No. 81

	 	Firm Aircraft
	 	[***]
	 		2006*	
	No. 82

	 	Firm Aircraft
	 	[***]
	 	 	2006	 
	No. 83

	 	Firm Aircraft
	 	[***]
	 		2006*	
	No. 84

	 	Firm Aircraft
	 	[***]
	 		2006*	
	No. 85

	 	Firm Aircraft
	 	[***]
	 	 	2006	 
	No. 86

	 	Firm Aircraft
	 	[***]
	 		2006*	
	No. 87

	 	Firm Aircraft
	 	[***]
	 		2006*	
	No. 88

	 	Firm Aircraft
	 	[***]
	 	 	2006	 
	No. 89

	 	Firm Aircraft
	 	[***]
	 		2006*	
	No. 90

	 	Firm Aircraft
	 	[***]
	 		2006*	
	No. 91

	 	Firm Aircraft
	 	[***]
	 	 	2006	 
	No. 92

	 	Firm Aircraft
	 	[***]
	 	 	2007	 
	No. 93

	 	Firm Aircraft
	 	[***]
	 	 	2007	 
	No. 94

	 	Firm Aircraft
	 	[***]
	 	 	2007	 
	No. 95

	 	Firm Aircraft
	 	[***]
	 	 	2007	 
	No. 96

	 	Firm Aircraft
	 	[***]
	 	 	2007	 
	No. 97

	 	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.





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IAE PROPRIETARY INFORMATION




	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Year
	No. 98

	 	Firm Aircraft
	 	[***]
	 	2007*
	No. 99

	 	Firm Aircraft
	 	[***]
	 	2007*
	No. 100

	 	Firm Aircraft
	 	[***]
	 	2007*
	No. 101

	 	Firm Aircraft
	 	[***]
	 	2007*
	No. 102

	 	Firm Aircraft
	 	[***]
	 	2007*
	No. 103

	 	Firm Aircraft
	 	[***]
	 	2007*
	No. 104

	 	Firm Aircraft
	 	[***]
	 	2008*
	No. 105

	 	Firm Aircraft
	 	[***]
	 	2008*
	No. 106

	 	Firm Aircraft
	 	[***]
	 	2008*
	No. 107

	 	Firm Aircraft
	 	[***]
	 	2008*
	No. 108

	 	Firm Aircraft
	 	[***]
	 	2008*
	No. 109

	 	Firm Aircraft
	 	[***]
	 	2008*
	No. 110

	 	Firm Aircraft
	 	[***]
	 	2008*
	No. 111

	 	Firm Aircraft
	 	[***]
	 	2008*
	No. 112

	 	Firm Aircraft
	 	[***]
	 	2008*
	No. 113

	 	Firm Aircraft
	 	[***]
	 	2008*
	No. 114

	 	Firm Aircraft
	 	[***]
	 	2008*
	No. 115

	 	Firm Aircraft
	 	[***]
	 	2008*
	No. 116

	 	Firm Aircraft
	 	[***]
	 	2009*
	No. 117

	 	Firm Aircraft
	 	[***]
	 	2009*
	No. 118

	 	Firm Aircraft
	 	[***]
	 	2009*
	No. 119

	 	Firm Aircraft
	 	[***]
	 	2010*
	No. 120

	 	Firm Aircraft
	 	[***]
	 	2010*
	No. 121

	 	Firm Aircraft
	 	[***]
	 	2010*
	No. 122

	 	Firm Aircraft
	 	Year
	 	2011*
	No. 123

	 	Firm Aircraft
	 	Year
	 	2011*
	No. 124

	 	Firm Aircraft
	 	Year
	 	2011*
	No. 125

	 	Firm Aircraft
	 	Year
	 	2011*
	No. 126

	 	Firm Aircraft
	 	Year
	 	2011*
	No. 127

	 	Firm Aircraft
	 	Year
	 	2012*
	No. 128

	 	Firm Aircraft
	 	Year
	 	2012*
	No. 129

	 	Firm Aircraft
	 	Year
	 	2012*
	No. 130

	 	Firm Aircraft
	 	Year
	 	2012*
	No. 131

	 	Firm Aircraft
	 	Year
	 	2012*
	No. 132

	 	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.





Page 13 of 16




 









 





IAE PROPRIETARY INFORMATION




	 	 	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Year
	No. 133

	 	Firm Aircraft
	 	Year
	 	 	2012	 
	No. 134

	 	Firm Aircraft
	 	Year
	 	 	2012	 
	No. 135

	 	Firm Aircraft
	 	Year
	 	 	2012	 
	No. 136

	 	Firm Aircraft
	 	Year
	 	 	2012	 
	No. 137

	 	Firm Aircraft
	 	Year
	 	 	2012*	 
	No. 138

	 	Firm Aircraft
	 	Year
	 	 	2012*	 
	No. 139

	 	Firm Aircraft
	 	Year
	 	 	2012*	 
	No. 140

	 	Firm Aircraft
	 	Year
	 	 	2013*	 
	No. 141

	 	Firm Aircraft
	 	Year
	 	 	2013*	 
	No. 142

	 	Firm Aircraft
	 	Year
	 	 	2013*	 
	No. 143

	 	Firm Aircraft
	 	Year
	 	 	2013	 
	No. 144

	 	Firm Aircraft
	 	Year
	 	 	2013	 
	No. 145

	 	Firm Aircraft
	 	Year
	 	 	2013*	 
	No. 146

	 	Firm Aircraft
	 	Year
	 	 	2013	 
	No. 147

	 	Firm Aircraft
	 	Year
	 	 	2013	 
	No. 148

	 	Firm Aircraft
	 	Year
	 	 	2013	 
	No. 149

	 	Firm Aircraft
	 	Year
	 	 	2013	 
	No. 150

	 	Firm Aircraft
	 	Year
	 	 	2013	 
	No. 151

	 	Firm Aircraft
	 	Year
	 	 	2013	 
	No. 152

	 	Firm Aircraft
	 	Year
	 	 	2013	 
	No. 153

	 	Firm Aircraft
	 	Year
	 	 	2014*	 
	No. 154

	 	Firm Aircraft
	 	Year
	 	 	2014	 
	No. 155

	 	Firm Aircraft
	 	Year
	 	 	2014	 
	No. 156

	 	Firm Aircraft
	 	Year
	 	 	2014	 
	No. 157

	 	Firm Aircraft
	 	Year
	 	 	2014	 
	No. 158

	 	Firm Aircraft
	 	Year
	 	 	2014	 
	No. 159

	 	Firm Aircraft
	 	Year
	 	 	2014	 
	No. 160

	 	Firm Aircraft
	 	Year
	 	 	2014	 
	No. 161

	 	Firm Aircraft
	 	Year
	 	 	2014	 
	No. 162

	 	Firm Aircraft
	 	Year
	 	 	2014*	 
	No. 163

	 	Firm Aircraft
	 	Year
	 	 	2014	 
	No. 164

	 	Firm Aircraft
	 	Year
	 	 	2014	 
	No. 165

	 	Firm Aircraft
	 	Year
	 	 	2015	 
	No. 166

	 	Firm Aircraft
	 	Year
	 	 	2015	 
	No. 167

	 	Firm Aircraft
	 	Year
	 	 	2015	 
	No. 168

	 	Firm Aircraft
	 	Year
	 	 	2015	 
	No. 169

	 	Firm Aircraft
	 	Year
	 	 	2015*	 
	No. 170

	 	Firm Aircraft
	 	Year
	 	 	2015*	 






Page 14 of 16




 









 





IAE PROPRIETARY INFORMATION




	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Year
	No. 171

	 	Firm Aircraft
	 	Year
	 	2015*
	No. 172

	 	Firm Aircraft
	 	Year
	 	2015*
	No. 173

	 	Firm Aircraft
	 	Year
	 	2015*






2004 Option Aircraft




	 	 	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Year
	No. 174

	 	Option Aircraft
	 	[***]
	 	 	2011	 
	No. 175

	 	Option Aircraft
	 	[***]
	 	 	2011	 
	No. 176

	 	Option Aircraft
	 	[***]
	 	 	2011	 
	No. 177

	 	Option Aircraft
	 	[***]
	 	 	2012	 
	No. 178

	 	Option Aircraft
	 	[***]
	 	 	2012	 
	No. 179

	 	Option Aircraft
	 	[***]
	 	 	2012	 
	No. 180

	 	Option Aircraft
	 	[***]
	 	 	2012	 
	No. 181

	 	Option Aircraft
	 	[***]
	 	 	2013	 
	No. 182

	 	Option Aircraft
	 	[***]
	 	 	2013	 
	No. 183

	 	Option Aircraft
	 	[***]
	 	 	2013	 
	No. 184

	 	Option Aircraft
	 	[***]
	 	 	2013	 
	No. 185

	 	Option Aircraft
	 	[***]
	 	 	2013	 
	No. 186

	 	Option Aircraft
	 	[***]
	 	 	2013	 
	No. 187

	 	Option Aircraft
	 	[***]
	 	 	2013	 
	No. 188

	 	Option Aircraft
	 	[***]
	 	 	2014	 
	No. 189

	 	Option Aircraft
	 	[***]
	 	 	2014	 
	No. 190

	 	Option Aircraft
	 	[***]
	 	 	2014	 
	No. 191

	 	Option Aircraft
	 	[***]
	 	 	2014	 






	 	 	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Year
	No. 192

	 	Option Aircraft
	 	[***]
	 	 	2015	 
	No. 193

	 	Option Aircraft
	 	[***]
	 	 	2015	 
	No. 194

	 	Option Aircraft
	 	[***]
	 	 	2015	 
	No. 195

	 	Option Aircraft
	 	[***]
	 	 	2015	 








 




			
	[***]	 	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 15 of 16




 









 





IAE PROPRIETARY INFORMATION



Option Aircraft to be delivered after December 31, 2011 are subject to IAE and Airbus SAS
concurrence on extension of the current purchase agreement between the parties.




Leased Aircraft




	 	 	 	 	 	 	 
	Year	 	Number	 	Delivery Dates
	1999

	 	 	1	 	 	[***]
	2000

	 	 	3	 	 	[***]
	2001

	 	 	4	 	 	[***]
	2003

	 	 	1	 	 	[***]
	2004

	 	 	1	 	 	[***]








 




			
	[***]	 	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 16 of 16