exv10w3wr






Exhibit 10.3(r)




IAE PROPRIETARY INFORMATION




CONFIDENTIAL

Exhibit 10.3(r)






IAE Building

400 Main Street

East Hartford, CT 06108 USA




June 03, 2009




JetBlue Airways Corporation

118-29 Queens Blvd.

Forest Hills, NY 11375

Attention: Senior Vice President Treasurer





			
	Subject:	 	Side Letter No. 27 to the V2500 General Terms of Sale Agreement between JetBlue Airways
Corporation and IAE International Aero Engines AG dated May 4, 1999.





Dear Sir:



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



Unless expressly stated to the contrary, and to the extent possible, capitalized terms used in this
Side Letter Agreement No. 27 (“Side Letter No. 27”) shall have the same meaning given to
them in the Agreement. In the event of a conflict between the terms and provisions of this Side
Letter No. 27 and those of the Agreement, this Side Letter No. 27 shall govern.



NOW, THEREFORE, the parties hereby as follows:





	1.	 	Revision to Exhibits B-1 and Exhibit B-2






	 	1.1	 	The Parties hereby agree that Exhibit B-1 to the Agreement, Aircraft
Delivery Schedules, is hereby deleted in its entirety and replaced by the revised
delivery schedule attached as Appendix 1 hereto which captures the amendments as set
forth in Clause 2 below.
	 
	 	1.2	 	The Parties hereby agree that Exhibit B-2 to the Agreement, Purchased
Items, Price, Escalation Formula and Delivery, is hereby deleted in its entirety
and replaced by the revised delivery schedule attached as Appendix 2 hereto which
captures the amendments as set forth in Clause 2 and Clause 3 below.






	2.	 	Escalation Formula Clarification






	 	2.1	 	Effective as of May 1, 2006, the labor indices used in the escalation formulae
in Exhibit B-2 shall be as follows:






	 	2.1.1	 	The labor index used for the calculation of the Labor Ratio in
Escalation Formula I of Exhibit B-2, the “Average Hourly Earnings of Aircraft
Engine and Engine Parts Productions Workers SIC Code 3724”, is superseded by
the “North American Industry Classification System (NAICS) Wages and Salaries
for Aircraft Manufacturing (NAICS Code 336411), CIU2023211000000I”.




Page 1 of 13









 











IAE PROPRIETARY INFORMATION





	 	2.1.2	 	The labor index used for the calculation of the Labor Ratio in
Escalation Formula II of Exhibit B-2, the “Employment Cost Index (ECI) Wages
and Salaries for Aircraft Manufacturing SIC Code 3721”, is superseded by the
“North American Industry Classification System (NAICS) Wages and Salaries for
Aircraft Manufacturing (NAICS Code 336411), CIU2023211000000I”.






	 	2.2	 	Material indices WPU03 through WPU15 shall be used for the calculation of the
Material Ratio in Escalation Formula II of Exhibit B-2.






	3.	 	Spare Engine Deferral






	 	3.1	 	The delivery of Spare Engine No. 19 (as listed in Exhibit B-2) is deferred from
[***], 2009 and rescheduled for delivery in [***], 2009.
	 
	 	3.2	 	The deferral of the delivery of Spare Engine No. 19 from [***], 2009 to [***],
2009, as detailed above, [***], if any.
	 
	 	3.3	 	If JetBlue takes delivery of Spare Engine No. 19 in [***] , 2009, the Purchase
Price balance for Spare Engine No. 19 shall only be escalated to [***] , 2009 in
accordance with Formula I contained in Exhibit B-2 to the Agreement. In the event that
JetBlue takes delivery of Spare Engine No. 19 after [***] , 2009, and if the delay is
not caused or requested by IAE, then the Purchase Price balance for Spare Engine No. 19
shall be escalated to the month of delivery in accordance with the Formula I contained
in Exhibit B-2 to the Agreement.




Except as expressly amended by this Side Letter No. 27, 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/ Debarshi Mandal

	 	/s/ Mark D. Powers
	 

	 	 
	Name

	 	Name
	 
	 	 
	Commercial Manager

	 	SVP Treasurer
	 

	 	 
	Title

	 	Title
	 
	 	 
	6/5/09

	 	6/4/09
	 

	 	 
	Date

	 	Date








 




			
	[***]	 	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 13









 










IAE PROPRIETARY INFORMATION




APPENDIX 1




Exhibit B-1




Aircraft Delivery Schedules




As of May 2009




Glossary Notes:





	•	 	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.
	 
	•	 	Applicable escalation formulae, indicated for the calculation of Fleet Introductory
Assistance credits, are in accordance with Side Letter 13 to the Agreement.





	 	 	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Applicable Escalation	 	Year
	 
	No. 1
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2000
	No. 2
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2000
	No. 3
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2000
	No. 4
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2000
	No. 5
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2000
	No. 6
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2000
	 
	No. 7
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2001
	No. 8
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2001
	No. 9
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2001
	No. 10
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2001
	No. 11
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2001
	No. 12
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2001
	No. 13
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2001
	 
	No. 14
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	No. 15
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	No. 16
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	No. 17
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	No. 18
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	No. 19
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	No. 20
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	No. 21
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	No. 22
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	No. 23
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	No. 24
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	No. 25
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	No. 26
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	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 3 of 13









 










IAE PROPRIETARY INFORMATION




	 	 	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Applicable Escalation	 	Year
	 
	No. 27
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	No. 28
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	No. 29
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2002
	 
	No. 30
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	No. 31
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	No. 32
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	No. 33
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	No. 34
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	No. 35
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	No. 36
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	No. 37
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	No. 38
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	No. 39
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	No. 40
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	No. 41
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	No. 42
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	No. 43
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	No. 44
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2003
	 
	No. 45
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004
	No. 46
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004
	No. 47
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004
	No. 48
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004
	No. 49
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004
	No. 50
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004
	No. 51
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004
	No. 52
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004
	No. 53
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004
	No. 54
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004
	No. 55
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004*
	No. 56
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004
	No. 57
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004
	No. 58
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004
	No. 59
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2004*
	 
	No. 60
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005
	No. 61
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005
	No. 62
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005*
	No. 63
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005
	No. 64
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005
	No. 65
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005
	No. 66
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005
	No. 67
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005*
	No. 68
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	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.




Page 4 of 13









 










IAE PROPRIETARY INFORMATION




	 	 	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Applicable Escalation	 	Year
	 
	No. 69
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005
	No. 70
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005
	No. 71
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005*
	No. 72
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005
	No. 73
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005
	No. 74
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005*
	No. 75
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2005*
	 
	No. 76
	 	Firm Aircraft
	 	[***]
	 	Formula II
	 	2006
	No. 77
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2006
	No. 78
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2006*
	No. 79
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2006*
	No. 80
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2006
	No. 81
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2006*
	No. 82
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2006
	No. 83
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2006*
	No. 84
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2006*
	No. 85
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2006
	No. 86
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2006*
	No. 87
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2006*
	No. 88
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2006
	No. 89
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2006*
	No. 90
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2006*
	No. 91
	 	Firm Aircraft
	 	[***]
	 	Formula II
	 	2006
	 
	No. 92
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2007
	No. 93
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2007
	No. 94
	 	Firm Aircraft
	 	[***]
	 	Formula II
	 	2007
	No. 95
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2007
	No. 96
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2007
	No. 97
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2007
	No. 98
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2007*
	No. 99
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2007*
	No. 100
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2007*
	No. 101
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2007*
	No. 102
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2007*
	No. 103
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2007*
	 
	No. 104
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2008*
	No. 105
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2008*
	No. 106
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2008*
	No. 107
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2008*
	No. 108
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2008*
	No. 109
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2008*
	No. 110
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2008*








 




			
	[***]	 	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 13









 










IAE PROPRIETARY INFORMATION




	 	 	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Applicable Escalation	 	Year
	 
	No. 111
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2008*
	No. 112
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2008*
	No. 113
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2008*
	No. 114
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2008*
	No. 115
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2008*
	 
	No. 116
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2009*
	No. 117
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2009*
	No. 118
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2009*
	No. 119
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2010*
	No. 120
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2010*
	No. 121
	 	Firm Aircraft
	 	[***]
	 	Formula I
	 	2010*
	No. 122
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2011*
	No. 123
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2011*
	No. 124
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2011*
	No. 125
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2011*
	No. 126
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2011*
	 
	No. 127
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2012*
	No. 128
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2012*
	No. 129
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2012*
	No. 130
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2012*
	No. 131
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2012*
	No. 132
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2012*
	No. 133
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2012
	No. 134
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2012
	No. 135
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2012
	No. 136
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2012
	No. 137
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2012*
	No. 138
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2012*
	No. 139
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2012*
	 
	No. 140
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2013*
	No. 141
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2013*
	No. 142
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2013*
	No. 143
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2013
	No. 144
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2013
	No. 145
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2013*
	No. 146
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2013
	No. 147
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2013
	No. 148
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2013
	No. 149
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2013
	No. 150
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2013
	No. 151
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2013








 




			
	[***]	 	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 13









 










IAE PROPRIETARY INFORMATION




	 	 	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Applicable Escalation	 	Year
	 
	No. 152
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2013
	 
	No. 153
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2014*
	No. 154
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2014
	No. 155
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2014
	No. 156
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2014
	No. 157
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2014
	No. 158
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2014
	No. 159
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2014
	 
	No. 160
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2014
	No. 161
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2014
	No. 162
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2014*
	No. 163
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2014
	No. 164
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2014
	 
	No. 165
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2015
	No. 166
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2015
	No. 167
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2015
	No. 168
	 	Firm Aircraft
	 	Year
	 	Formula II
	 	2015
	No. 169
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2015*
	No. 170
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2015*
	No. 171
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2015*
	No. 172
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2015*
	No. 173
	 	Firm Aircraft
	 	Year
	 	Formula I
	 	2015*






2004 Option Aircraft




	 	 	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Applicable Escalation	 	Year
	 
	No. 174
	 	Option Aircraft
	 	[***]Qtr
	 	Formula II
	 	2011
	No. 175
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2011
	No. 176
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2011
	 
	No. 177
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2012
	No. 178
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2012
	No. 179
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2012
	No. 180
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2012
	 
	No. 181
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2013
	No. 182
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2013
	No. 183
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2013
	No. 184
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2013
	No. 185
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2013
	No. 186
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2013








 




			
	[***]	 	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 7 of 13









 










IAE PROPRIETARY INFORMATION




	 	 	 	 	 	 	 	 	 
	Rank No.	 	Aircraft	 	Month	 	Applicable Escalation	 	Year
	 
	No. 187
	 	Option Aircraft
	 	[***]Qtr
	 	Formula II
	 	2013
	 
	No. 188
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2014
	No. 189
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2014
	No. 190
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2014
	No. 191
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2014
	No. 192
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2015
	No. 193
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2015
	No. 194
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2015
	No. 195
	 	Option Aircraft
	 	[***] Qtr
	 	Formula II
	 	2015





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	 	1 [***]
	2000
	 	3	 	1 [***]1 [***],1 [***]
	2001
	 	4	 	1 [***],1 [***],1 [***]
	2003
	 	1	 	1 [***]
	2004
	 	1	 	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 8 of 13









 










IAE PROPRIETARY INFORMATION




APPENDIX 2




Exhibit B-2




Purchased Items, Price, Escalation Formula and Delivery




As of May 2009




Glossary Notes:





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





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Basic Contract	 	 	 	 	 	 
	 	 	 	 	Price	 	 	 	 	 	 
	 	 	 	 	U.S Dollars	 	 	 	Applicable	 	 
	Rank No.	 	Purchased Item	 	(January 2003)	 	Qty	 	Escalation	 	Delivery Date
	 
	No. 1
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/99
	No. 2
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/00
	No. 3
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/01
	No. 4
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/02
	No. 5
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/02
	No. 6
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/03
	No. 7
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/04
	No. 8
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/05
	No. 9
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/05
	No. 10
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula II
	 	[***]/06
	No. 11
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/06
	No. 12
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula II
	 	[***]/07
	No. 13
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/07
	No. 14
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/07
	No. 15
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula II
	 	[***]/07
	No. 16
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/07
	No. 17
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/08
	No. 18
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/08
	No. 19
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/09
	No. 20
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/10
	No. 21
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula II
	 	[***]/10
	No. 22
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/10
	No. 23
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/11
	No. 24
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula II
	 	[***]/11
	No. 25
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/11
	No. 26
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/11
	No. 27
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/12
	No. 28
	 	V2527-A5 Spare Engine:
	 	$[***]
	 	1
	 	Formula I
	 	[***]/12








 




			
	[***]	 	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 9 of 13









 










IAE PROPRIETARY INFORMATION




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Basic Contract	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Price	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	U.S Dollars	 	 	 	 	 	 	Applicable	 	 	 	 
	Rank No.	 	Purchased Item	 	 	(January 2003)	 	 	Qty	 	 	Escalation	 	 	Delivery Date	 
	 
	TOTAL
	 	 	 	 	 	 	 	 	 	 	28	 	 	 	 	 	 	 	 	 






Page 10 of 13









 






IAE PROPRIETARY INFORMATION




EXHIBIT B-2




ESCALATION FORMULA I





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





	 	 	 	 	 	 	 	 	 	 	 
	P = Pb ([***]

	 	L
	 	 +[***
	 	]
	 	M + [***]
	 	E)
	 

	 	Lo
	 	 	 	 	 	Mo
	 	Eo







	 	 	Where:
	 
	 	 	P = the invoiced purchase price or escalated sum rounded to the nearest U.S. Dollar
	 
	 	 	Pb = unit base price or other sum.

Lo = the “North American Industry Classification System (NAICS) Wages and Salaries for Aircraft
Manufacturing (NAICS Code 336411), CIU2023211000000I” as published quarterly by the Bureau of
Labor Statistics, U.S. Department of Labor for the Labor for the month preceding the base month
by four months.
	 
	 	 	L = the “North American Industry Classification System (NAICS) Wages and Salaries for Aircraft
Manufacturing (NAICS Code 336411), CIU2023211000000I” as published quarterly by the Bureau of
Labor Statistics, U.S. Department of Labor for the month preceding the month of delivery or
other date of determination by four months.
	 
	 	 	Mo = the “Producer Price Index, Code 10, for Metals and Metal Products” published by the Bureau
of Labor Statistics in the U.S. Department of Labor for the month preceding the base month by
four months.
	 
	 	 	M = the “Producer Price Index, Code 10, for Metals and Metal Products” for the month preceding
the base month by four months.
	 
	 	 	Eo = the “Producer Price Index, Code 5, for Fuel and Related Products and Power” published by
the Bureau of Labor Statistics in the U.S. Department of Labor for the month preceding the base
month by four months.
	 
	 	 	E = the “Producer Price Index, Code 5, for Fuel and Related Products and Power” for the month
preceding the base month by four months.





	 	 	 	 	 	 	 	 	 	 	 
	The values of the factors [***]

	 	L	 	+ [***]	 	M	 	+ [***]	 	E
	 
	 	Lo	 	 	 	Mo	 	 	 	Eo







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







 




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




Page 11 of 13









 










IAE PROPRIETARY INFORMATION




ESCALATION FORMULA II





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





	 	 	 	 	 
	Pi

	 	=
	 	(Pb+F) x CPI where:
	 
	 	 	 	 
	Pi

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

	 	=
	 	unit base price or other sum.
	 
	 	 	 	 
	F

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

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

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

	 	=
	 	Labor Ratio defined below
	 
	 	 	 	 
	M

	 	=
	 	Material Ratio defined below







	 	 	IAE’s Composite Price Index (“CPI”) is the sum of [***] percent of the Labor ratio and [***]
percent of the Material Ratio, with the sum rounded to the nearest ten thousandth.
	 
	 	 	The quarterly value published for the Employment Cost Index will be deemed to apply to each
month of the quarter.
	 
	 	 	The Labor Ratio is the “North American Industry Classification System (NAICS) Wages and Salaries
for Aircraft Manufacturing (NAICS Code 336411), CIU2023211000000I” as published quarterly by the
Bureau of Labor Statistics, U.S. Department of Labor for the arithmetic average of the fifth,
sixth and seventh months (rounded to the nearest tenth) preceding the month of scheduled
delivery for each engine/equipment; divided by the value of “North American Industry
Classification System (NAICS) Wages and Salaries for Aircraft Manufacturing (NAICS Code 336411),
CIU2023211000000I” for the arithmetic average of the fifth, sixth and seventh months (rounded to
the nearest tenth) preceding the Base Month. To be clear the quarterly value of
CIU2023211000000I will apply to each month of a given quarter.
	 
	 	 	The Material Ratio is the “Producer Price Index, Industrial Commodities, WPU03thru15”, as
published monthly by the Bureau of Labor Statistics, U.S. Department of Labor, for the
arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth)
preceding the month of scheduled delivery for each engine/equipment; divided by the value for
Industrial Commodities for the arithmetic average of the fifth, sixth and seventh months
(rounded to the nearest tenth) preceding the Base Month.
	 
	 	 	For a given month, the escalation shall be computed by using the applicable Index value, which
the Bureau has published as the time of delivery or other date of determination.
	 
	2.	 	If the U.S. Department of Labor changes the base year for determination of the Index values
as defined above, such re-based values will be incorporated in the escalation calculation.
	 
	3.	 	If the U.S. Department of Labor revises the methodology used for the determination of the
values to be used to determine the CPI or, for any reason, has not released values needed to
determine the CPI, IAE, in its sole discretion, shall select a substitute for such values from
data published by the Bureau of Labor Statistics or otherwise make revisions to the escalation
formula such that the escalation will as closely as possible approximate the result that would
have been attained by continuing the use of the original escalation formula and values as they
may have fluctuated during the applicable time period.







 




			
	[***]	 	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 12 of 13









 










IAE PROPRIETARY INFORMATION





	4.	 	The invoiced purchase price, which in no event shall be less than the unit base price, shall
be the final price. If the calculated sum of L + M is less than 1.0000, then the value of the
sum is adjusted to 1.0000.






Page 13 of 13