Exhibit 10.7


 


Amendment No. 17


 


to the A320 Purchase Agreement

Dated as of April 20, 1999


 


between


 


AVSA, S.A.R.L.


 


and


 


JetBlue Airways Corporation


 


This Amendment No. 17 (hereinafter referred to as the ”Amendment”)
is entered into as of October 1, 2003, between AVSA, S.A.R.L., a société à
responsabilité limitée organized and existing under the laws of the Republic of
France, having its registered office located at 2, 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 118-29 Queens Boulevard, 5th Floor, 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 Industrie 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, Amendment No. 15 dated as of February 10, 2003 and Amendment No. 16
dated as of  April 23, 2003 is
hereinafter called the “Agreement.”


 


WHEREAS the Seller and the Buyer have agreed to amend Clause 9 of the
Agreement.


 


1

















 


WHEREAS the Seller is willing to accommodate the Buyer with respect to
the foregoing under the terms and conditions set forth herein,


 


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.                                      DELIVERY
SCHEDULE


 


2.1                                 The
Buyer and the Seller agree to ***:


 


(i)                                     Aircraft
CaC Id 104415 from *** 2005 to *** 2004,


 


(ii)                                  Aircraft
CaC Id 104418 from *** 2005 to *** 2005,


 


(iii)                               Aircraft
CaC Id 124962 from *** 2005 to *** 2005,


 


(iv)                              Aircraft
CaC Id 104408 from *** 2004 to *** 2004


 


2.2                                 At
the Buyer’s request the Seller will ***, subject to its industrial and
commercial constraints, *** CaC Id 104418. Additionally, it is hereby agreed
and understood between the parties that the deliveries of Aircraft CaC Id
124962 and 104408 ***. The Seller will confirm to the Buyer ***.


 


2.3                                 As
a consequence of Paragraphs 2.1 and 2.2 above, the delivery schedule set
forth in Clause 9.1.1 of the Agreement is hereby canceled and replaced by the
following quoted provisions:


 


QUOTE:


 












[***]                   Represents
material which has been redacted and filed separately with the Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, as amended.


 


2

















 


	
  CAC Id 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

  
	
  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

  



 












[***]                   Represents
material which has been redacted and filed separately with the Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, as amended.


 


3

















 


	
  CAC Id
  No.

  	
   

  	
  Rank No.

  	
   

  	
  Aircraft

  	
   

  	
  Delivery

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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 of
the Securities Exchange Act of 1934, as amended.


 


4

















 


	
  CAC Id
  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

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  104
  419

  	
   

  	
   

  	
  No. 76

  	
   

  	
  Pre-Amendment No. 16
  Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  41
  239

  	
   

  	
   

  	
  No. 77

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  41
  240

  	
   

  	
   

  	
  No. 78

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  104
  420

  	
   

  	
   

  	
  No. 79

  	
   

  	
  Pre-Amendment No. 16
  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. 83

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  104
  422

  	
   

  	
   

  	
  No. 84

  	
   

  	
  Pre-Amendment No. 16
  Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  41
  244

  	
   

  	
   

  	
  No. 85

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  69
  719

  	
   

  	
   

  	
  No. 86

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  104
  423

  	
   

  	
   

  	
  No. 87

  	
   

  	
  Pre-Amendment No. 16
  Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  69
  720

  	
   

  	
   

  	
  No. 88

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  69
  721

  	
   

  	
   

  	
  No. 89

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  ***

  	
   

  	
  2006

  



 












[***]                   Represents
material which has been redacted and filed separately with the Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, as amended.


 


5

















 


	
  CAC Id
  No.

  	
   

  	
  Rank No.

  	
   

  	
  Aircraft

  	
   

  	
  Delivery

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  104
  424

  	
   

  	
   

  	
  No. 90

  	
   

  	
  Pre-Amendment No. 16
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  425

  	
   

  	
   

  	
  No. 91

  	
   

  	
  Pre-Amendment No. 16
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  426

  	
   

  	
   

  	
  No. 92

  	
   

  	
  Pre-Amendment No. 16
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  427

  	
   

  	
   

  	
  No. 93

  	
   

  	
  Pre-Amendment No. 16
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  428

  	
   

  	
   

  	
  No. 94

  	
   

  	
  Pre-Amendment No. 16
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  69
  722

  	
   

  	
   

  	
  No. 95

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  69
  723

  	
   

  	
   

  	
  No. 96

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  69
  724

  	
   

  	
   

  	
  No. 97

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  69
  725

  	
   

  	
   

  	
  No. 98

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  96
  459

  	
   

  	
   

  	
  No. 99

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  439

  	
   

  	
   

  	
  No. 100

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  440

  	
   

  	
   

  	
  No. 101

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  441

  	
   

  	
   

  	
  No. 102

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  104
  442

  	
   

  	
   

  	
  No. 103

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  41231

  	
   

  	
   

  	
  No. 104

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  159
  896

  	
   

  	
   

  	
  No. 105

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 897

  	
   

  	
   

  	
  No. 106

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 898

  	
   

  	
   

  	
  No. 107

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 899

  	
   

  	
   

  	
  No. 108

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 900

  	
   

  	
   

  	
  No. 109

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 901

  	
   

  	
   

  	
  No. 110

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 902

  	
   

  	
   

  	
  No. 111

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 903

  	
   

  	
   

  	
  No. 112

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 904

  	
   

  	
   

  	
  No. 113

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 905

  	
   

  	
   

  	
  No. 114

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 906

  	
   

  	
   

  	
  No. 115

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 907

  	
   

  	
   

  	
  No. 116

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 908

  	
   

  	
   

  	
  No. 117

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  159 909

  	
   

  	
   

  	
  No. 118

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 910

  	
   

  	
   

  	
  No. 119

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 911

  	
   

  	
   

  	
  No. 120

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 912

  	
   

  	
   

  	
  No. 121

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 913

  	
   

  	
   

  	
  No. 122

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 914

  	
   

  	
   

  	
  No. 123

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 915

  	
   

  	
   

  	
  No. 124

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 916

  	
   

  	
   

  	
  No. 125

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 917

  	
   

  	
   

  	
  No. 126

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 918

  	
   

  	
   

  	
  No. 127

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2009

  



 


6

















 


	
  CAC Id
  No.

  	
   

  	
  Rank No.

  	
   

  	
  Aircraft

  	
   

  	
  Delivery

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  159 919

  	
   

  	
  No. 128

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 920

  	
   

  	
  No. 129

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 921

  	
   

  	
  No. 130

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 922

  	
   

  	
  No. 131

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 923

  	
   

  	
  No. 132

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 924

  	
   

  	
  No. 133

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 925

  	
   

  	
  No. 134

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 926

  	
   

  	
  No. 135

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 927

  	
   

  	
  No. 136

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 928

  	
   

  	
  No. 137

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  159 929

  	
   

  	
  No. 138

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 930

  	
   

  	
  No. 139

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 931

  	
   

  	
  No. 140

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 932

  	
   

  	
  No. 141

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 933

  	
   

  	
  No. 142

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 934

  	
   

  	
  No. 143

  	
   

  	
  Amendment No.16 Firm
  Aircraft

  	
   

  	
  Year

  	
   

  	
  2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CAC Id
  No.

  	
   

  	
  Rank No.

  	
   

  	
  Aircraft

  	
   

  	
  Delivery

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  159 936

  	
   

  	
  No. 144

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  ***

  	
   

  	
  2006

  
	
  159 937

  	
   

  	
  No. 145

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  ***

  	
   

  	
  2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  159 938

  	
   

  	
  No. 146

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2007

  
	
  159 939

  	
   

  	
  No. 147

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  159 940

  	
   

  	
  No. 148

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 941

  	
   

  	
  No. 149

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 942

  	
   

  	
  No. 150

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2008

  
	
  159 943

  	
   

  	
  No. 151

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  159 944

  	
   

  	
  No. 152

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 945

  	
   

  	
  No. 153

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 946

  	
   

  	
  No. 154

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 947

  	
   

  	
  No. 155

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 948

  	
   

  	
  No. 156

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 949

  	
   

  	
  No. 157

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 950

  	
   

  	
  No. 158

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  
	
  159 951

  	
   

  	
  No. 159

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2009

  



 












[***]                   Represents
material which has been redacted and filed separately with the Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, as amended.


 


7

















 


	
  CAC Id
  No.

  	
   

  	
  Rank No.

  	
   

  	
  Aircraft

  	
   

  	
  Delivery

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  159 952

  	
   

  	
  No. 160

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 953

  	
   

  	
  No. 161

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 954

  	
   

  	
  No. 162

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 955

  	
   

  	
  No. 163

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 956

  	
   

  	
  No. 164

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 957

  	
   

  	
  No. 165

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 958

  	
   

  	
  No. 166

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
  159 959

  	
   

  	
  No. 167

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  159 960

  	
   

  	
  No. 168

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 961

  	
   

  	
  No. 169

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 962

  	
   

  	
  No. 170

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 963

  	
   

  	
  No. 171

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 964

  	
   

  	
  No. 172

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 965

  	
   

  	
  No. 173

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 966

  	
   

  	
  No. 174

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 967

  	
   

  	
  No. 175

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 968

  	
   

  	
  No. 176

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 969

  	
   

  	
  No. 177

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 970

  	
   

  	
  No. 178

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 971

  	
   

  	
  No. 179

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
  159 972

  	
   

  	
  No. 180

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  159 976

  	
   

  	
  No. 181

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  159 977

  	
   

  	
  No. 182

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  159 978

  	
   

  	
  No. 183

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  159 979

  	
   

  	
  No. 184

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  159 980

  	
   

  	
  No. 185

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  159 981

  	
   

  	
  No. 186

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  159 982

  	
   

  	
  No. 187

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  159 983

  	
   

  	
  No. 188

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  159 984

  	
   

  	
  No. 189

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  159 985

  	
   

  	
  No. 190

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  159 986

  	
   

  	
  No. 191

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  159 987

  	
   

  	
  No. 192

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  
	
  159 988

  	
   

  	
  No. 193

  	
   

  	
  Amendment No.16 Option

  	
   

  	
  Year

  	
   

  	
  2012

  



 


UNQUOTE


 


8

















 


3.                                      PREDELIVERY
PAYMENTS


 


3.1                                 Upon
signature of this Amendment, the Buyer will pay the Seller all Predelivery
Payments as provided in the Agreement due as a result of the rescheduling set
forth in Paragraph 2. Consequently, an amount of USD *** with respect to
Aircraft CaC Id 104415 and USD *** with respect to Aircraft CaC Id 104418
will be due in cash by the Buyer to the Seller.


 


3.2                                 In
addition to the above and in accordance with the attached Predelivery Payments
Schedule and with the applicable provisions of the Agreement, upon execution
hereof the Buyer will notify to the Seller in writing of ***.


 


All remaining Predelivery Payments will be paid in accordance with the
Agreement.


 


4.                                      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.


 


4.                                     CONFIDENTIALITY


 


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


 












[***]                   Represents
material which has been redacted and filed separately with the Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, as amended.


 


9

















 


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.


 


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


 


	
   

  	
  AVSA, S.A.R.L.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  JETBLUE AIRWAYS CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
										



 


10