exv10w1wx





Exhibit 10.1(x)




Amendment No. 35




to the A320 Purchase Agreement

Dated as of April 20, 1999



between



AVSA, S.A.R.L.



and



JetBlue Airways Corporation


This Amendment No. 35 (hereinafter referred to as the “Amendment”) is entered into as of
October 1st, 2010 between AIRBUS, S.A.S. (legal successor to AVSA, S.A.R.L.), organized
and existing under the laws of the Republic of France, having its registered office located at 1,
Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “Seller”), and
JetBlue Airways Corporation, a corporation organized and existing under the laws of the State of
Delaware, United States of America, having its principal corporate offices located at 118-29 Queens
Boulevard, Forest Hills, New York 11375 USA (hereinafter referred to as the “Buyer”).




WITNESSETH



WHEREAS, the Buyer and the Seller entered into an A320 Purchase Agreement, dated as of April 20,
1999, relating to the sale by the Seller and the purchase by the Buyer of certain Airbus A320-200
aircraft (the “Aircraft”), including twenty-five option aircraft (the “Option Aircraft”), which,
together with all Exhibits, Appendixes and Letter Agreements attached thereto and as amended by
Amendment No. 1, dated as of September 30, 1999, Amendment No. 2, dated as of March 13, 2000,
Amendment No. 3, dated as of March 29, 2000, Amendment No. 4, dated as of September 29, 2000,
Amendment No. 5 dated as of November 7, 2000, Amendment No. 6 dated as of November 20, 2000,
Amendment No. 7 dated as of January 29 2001, Amendment No. 8 dated as of May 3, 2001, Amendment No.
9 dated as of July 18, 2001, Amendment No. 10 dated as of November 16, 2001, Amendment No. 11
dated as of December 31, 2001, Amendment No. 12 dated as of April 19, 2002, Amendment No. 13 dated
as of November 22, 2002, Amendment No. 14 dated as of December 18, 2002 and Amendment No. 15 dated
as of February 10, 2003, Amendment No. 16 dated as of April 23, 2003, Amendment No. 17 dated as of
October 1, 2003, Amendment No. 18 dated as of November 12, 2003, Amendment No. 19 dated as of June
4, 2004, Amendment No. 20 dated as of June 7, 2004, Amendment No. 21 dated as of November 19, 2004,
Amendment No. 22 dated as of February 17, 2005, Amendment No. 23 dated as of March 31, 2005,
Amendment No. 24 dated as of July 21, 2005, Amendment No. 25 dated as of November 23, 2005,
Amendment No. 26 dated as of February 27, 2006, Amendment No. 27 dated as of April 25, 2006,
Amendment No. 28 dated as of July 6, 2006, Amendment No. 29 dated as of December 1, 2006, Amendment
No. 30 dated as of March 20, 2007, Amendment No. 31 dated as of






 









 







January 28, 2008, Amendment No. 32 dated as of May 23, 2008, Amendment No. 33 dated July 1, 2009
and Amendment No. 34 dated February 5, 2010 is hereinafter called the “Agreement”;



WHEREAS the Buyer wishes and the Seller agrees to defer the delivery of a certain number of
Aircraft;



NOW, THEREFORE, IT IS AGREED AS FOLLOWS





	1.	 	DEFINITIONS 






	 	 	Capitalized terms used herein and not otherwise defined herein will have the meanings
assigned to them in the Agreement. The terms “herein,” “hereof” and “hereunder” and
words of similar import refer to this Amendment.






	2.	 	AIRCRAFT DEFERRALS






	2.1	 	Firm Aircraft






	 	 	The Buyer and the Seller agree to reschedule the delivery of (i) four
(4) firm Aircraft with CAC Id Nos. 159911, 159912, 159917 and 159918
respectively from [***], [***], [***]
and [***] 2012 to calendar year 2016 and (ii) six (6)
firm Aircraft with CAC Id Nos. 159926, 159927, 159928, 159952, 159953
and 159934 from calendar year 2013 to calendar year 2016.






	2.2	 	Predelivery Payments






	 	 	With respect to the firm Aircraft rescheduled pursuant to Paragraph
2.1, the Predelivery Payments already received by the Seller that
would not be due if such Aircraft had originally been scheduled to be
delivered on the dates set forth in this Amendment, will be [***].






	2.3	 	[***]






	 	 	In consideration of [***], and upon execution of this Amendment,
[***] in the aggregate total of US $[***] (US dollars — [***]) (the
“[***]”), which represents an amount of US $[***] (US dollars —
[***]) [***].






	3.	 	DELIVERY SCHEDULE






	 	 	The delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby deleted and
replaced by the following quoted provisions:








 




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










 - 2 - 









 








QUOTE




	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 
	41 199
	 	No. 1	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2000
	41 200
	 	No. 2	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2000
	41 203
	 	No. 3	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2000
	41 201
	 	No. 4	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2000
	41 202
	 	No. 5	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2000
	41 204
	 	No. 6	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2000
	 
	 	 	 	 	 	 	 	 
	41 205
	 	No. 7	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2001
	41 206
	 	No. 8	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2001
	41 210
	 	No. 9	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2001
	41 207
	 	No. 10	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2001
	41 208
	 	No. 11	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2001
	41 209
	 	No. 12	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2001
	41 228
	 	No. 13	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2001
	 
	 	 	 	 	 	 	 	 
	41 211
	 	No. 14	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	41 212
	 	No. 15	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	41 218
	 	No. 16	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	41 224
	 	No. 17	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	41 227
	 	No. 18	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	41 225
	 	No. 19	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	41 213
	 	No. 20	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	41 214
	 	No. 21	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	41 234
	 	No. 22	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	41 215
	 	No. 23	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	41 216
	 	No. 24	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	41 217
	 	No. 25	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	124 965
	 	No. 26	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	41 235
	 	No. 27	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	41 220
	 	No. 28	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	41 219
	 	No. 29	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2002
	 
	 	 	 	 	 	[***]	 	 
	41 236
	 	No. 30	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2003
	104 399
	 	No. 31	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2003
	41 237
	 	No. 32	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2003
	124 966
	 	No. 33	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2003
	41 221
	 	No. 34	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2003
	41 238
	 	No. 35	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2003
	41 222
	 	No. 36	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2003
	104 400
	 	No. 37	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2003








 




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




 - 3 - 









 










	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 
	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
	 
	 	 	 	 	 	 	 	 
	104 409
	 	No. 60	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2005
	41 232
	 	No. 61	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2005
	124 959
	 	No. 62	 	Amendment No.16 Firm Aircraft	 	[***]	 	2005
	104 410
	 	No. 63	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2005
	104 411
	 	No. 64	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2005
	41 233
	 	No. 65	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2005
	104 412
	 	No. 66	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2005
	124 960
	 	No. 67	 	Amendment No.16 Firm Aircraft	 	[***]	 	2005
	104 413
	 	No. 68	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2005
	104 418
	 	No. 69	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2005
	104 414
	 	No. 70	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2005
	124 961
	 	No. 71	 	Amendment No.16 Firm Aircraft	 	[***]	 	2005
	104 416
	 	No. 72	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2005
	104 417
	 	No. 73	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2005
	124 962
	 	No. 74	 	Amendment No.16 Firm Aircraft	 	[***]	 	2005
	124 963
	 	No. 75	 	Amendment No.16 Firm Aircraft	 	[***]	 	2005
	 
	 	 	 	 	 	 	 	 
	159 936
	 	No. 76	 	Amendment No. 20 Firm Aircraft	 	[***]	 	2006








 




			
	[***]	 	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.




 - 4 - 









 










	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 
	104 419
	 	No. 77	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2006
	41 239
	 	No. 78	 	Amendment No.16 Firm Aircraft	 	[***]	 	2006
	41 240
	 	No. 79	 	Amendment No.16 Firm Aircraft	 	[***]	 	2006
	41 241
	 	No. 80	 	Amendment No.16 Firm Aircraft	 	[***]	 	2006
	104 421
	 	No. 81	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2006
	41 242
	 	No. 82	 	Amendment No.16 Firm Aircraft	 	[***]	 	2006
	41 243
	 	No. 84	 	Amendment No.16 Firm Aircraft	 	[***]	 	2006
	104 422
	 	No. 85	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2006
	41 244
	 	No. 86	 	Amendment No.16 Firm Aircraft	 	[***]	 	2006
	69 719
	 	No. 87	 	Amendment No.16 Firm Aircraft	 	[***]	 	2006
	104 423
	 	No. 88	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2006
	69 720
	 	No. 89	 	Amendment No.16 Firm Aircraft	 	[***]	 	2006
	104 420
	 	No. 83	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2006
	69 721
	 	No. 90	 	Amendment No.16 Firm Aircraft	 	[***]	 	2006
	159 937
	 	No. 91	 	Amendment No. 20 Firm Aircraft	 	[***]	 	2006
	 
	 	 	 	 	 	 	 	 
	104 424
	 	No. 92	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2007
	104 425
	 	No. 93	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2007
	159 938
	 	No. 94	 	Amendment No. 20 Firm Aircraft	 	[***]	 	2007
	104 426
	 	No. 95	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2007
	104 427
	 	No. 96	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2007
	104 428
	 	No. 97	 	Pre-Amendment No. 16 Aircraft	 	[***]	 	2007
	69 722
	 	No. 98	 	Amendment No.16 Firm Aircraft	 	[***]	 	2007
	69 724
	 	No. 99	 	Amendment No.16 Firm Aircraft	 	[***]	 	2007
	96 459
	 	No. 100	 	Amendment No.16 Firm Aircraft	 	[***]	 	2007
	104 439
	 	No. 101	 	Amendment No.16 Firm Aircraft	 	[***]	 	2007
	104 441
	 	No. 102	 	Amendment No.16 Firm Aircraft	 	[***]	 	2007
	41231
	 	No. 103	 	Amendment No.16 Firm Aircraft	 	[***]	 	2007
	 
	 	 	 	 	 	 	 	 
	159 896
	 	No. 104	 	Amendment No.16 Firm Aircraft	 	[***]	 	2008
	159 897
	 	No. 105	 	Amendment No.16 Firm Aircraft	 	[***]	 	2008
	159 898
	 	No. 106	 	Amendment No.16 Firm Aircraft	 	[***]	 	2008
	159 899
	 	No. 107	 	Amendment No.16 Firm Aircraft	 	[***]	 	2008
	159 900
	 	No. 108	 	Amendment No.16 Firm Aircraft	 	[***]	 	2008
	159 901
	 	No. 109	 	Amendment No.16 Firm Aircraft	 	[***]	 	2008
	159 902
	 	No. 110	 	Amendment No.16 Firm Aircraft	 	[***]	 	2008
	159 903
	 	No. 111	 	Amendment No.16 Firm Aircraft	 	[***]	 	2008
	159 904
	 	No. 112	 	Amendment No.16 Firm Aircraft	 	[***]	 	2008
	159 905
	 	No. 113	 	Amendment No.16 Firm Aircraft	 	[***]	 	2008
	159 906
	 	No. 114	 	Amendment No.16 Firm Aircraft	 	[***]	 	2008
	159 907
	 	No. 115	 	Amendment No.16 Firm Aircraft	 	[***]	 	2008








 




			
	[***]	 	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.




 - 5 - 









 










	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 
	159 913
	 	No. 116	 	Amendment No.16 Firm Aircraft	 	[***]	 	2009
	159 914
	 	No. 117	 	Amendment No.16 Firm Aircraft	 	[***]	 	2009
	159 915
	 	No. 118	 	Amendment No.16 Firm Aircraft	 	[***]	 	2009
	 
	 	 	 	 	 	 	 	 
	69 723
	 	No. 119	 	Amendment No.16 Firm Aircraft	 	[***]	 	2011
	69 725
	 	No. 120	 	Amendment No.16 Firm Aircraft	 	[***]	 	2011
	159 919
	 	No. 121	 	Amendment No.16 Firm Aircraft	 	[***]	 	2011
	159 908
	 	No. 122	 	Amendment No.16 Firm Aircraft	 	[***]	 	2011
	 
	 	 	 	 	 	 	 	 
	159 942
	 	No. 123	 	Amendment No.20 Firm Aircraft	 	[***]	 	2012
	159 943
	 	No. 124	 	Amendment No.20 Firm Aircraft	 	[***]	 	2012
	159 950
	 	No. 125	 	Amendment No.20 Firm Aircraft	 	[***]	 	2012
	159 951
	 	No. 126	 	Amendment No.20 Firm Aircraft	 	[***]	 	2012
	159 923
	 	No. 127	 	Amendment No.16 Firm Aircraft	 	[***]	 	2012
	159 924
	 	No. 128	 	Amendment No.16 Firm Aircraft	 	[***]	 	2012
	159 925
	 	No. 129	 	Amendment No.16 Firm Aircraft	 	[***]	 	2012
	 
	 	 	 	 	 	 	 	 
	159 939
	 	No. 130	 	Amendment No.20 Firm Aircraft	 	Year	 	2013
	159 960
	 	No. 131	 	Amendment No.20 Firm Aircraft	 	Year	 	2013
	159 961
	 	No. 132	 	Amendment No.20 Firm Aircraft	 	Year	 	2013
	159 962
	 	No. 133	 	Amendment No.20 Firm Aircraft	 	Year	 	2013
	159 963
	 	No. 134	 	Amendment No.20 Firm Aircraft	 	Year	 	2013
	159 964
	 	No. 135	 	Amendment No.20 Firm Aircraft	 	Year	 	2013
	159 965
	 	No. 136	 	Amendment No.20 Firm Aircraft	 	Year	 	2013
	 
	 	 	 	 	 	 	 	 
	159 916
	 	No. 137	 	Amendment No.16 Firm Aircraft	 	Year	 	2014
	159 940
	 	No. 138	 	Amendment No. 20 Firm Aircraft	 	Year	 	2014
	159 941
	 	No. 139	 	Amendment No. 20 Firm Aircraft	 	Year	 	2014
	159 944
	 	No. 140	 	Amendment No. 20 Firm Aircraft	 	Year	 	2014
	159 945
	 	No. 141	 	Amendment No. 20 Firm Aircraft	 	Year	 	2014
	159 946
	 	No. 142	 	Amendment No. 20 Firm Aircraft	 	Year	 	2014
	159 947
	 	No. 143	 	Amendment No. 20 Firm Aircraft	 	Year	 	2014
	159 948
	 	No. 144	 	Amendment No. 20 Firm Aircraft	 	Year	 	2014
	159 949
	 	No. 145	 	Amendment No. 20 Firm Aircraft	 	Year	 	2014
	159 922
	 	No. 146	 	Amendment No.16 Firm Aircraft	 	Year	 	2014
	159 954
	 	No. 147	 	Amendment No. 20 Firm Aircraft	 	Year	 	2014
	159 955
	 	No. 148	 	Amendment No. 20 Firm Aircraft	 	Year	 	2014
	 
	159 956
	 	No. 149	 	Amendment No. 20 Firm Aircraft	 	Year	 	2015
	159 957
	 	No. 150	 	Amendment No. 20 Firm Aircraft	 	Year	 	2015
	159 958
	 	No. 151	 	Amendment No. 20 Firm Aircraft	 	Year	 	2015
	159 959
	 	No. 152	 	Amendment No. 20 Firm Aircraft	 	Year	 	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.




 - 6 - 









 










	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Aircraft	 	Delivery	 	 
	159 929
	 	No. 153	 	Amendment No.16 Firm Aircraft	 	Year	 	2015
	159 930
	 	No. 154	 	Amendment No.16 Firm Aircraft	 	Year	 	2015
	159 931
	 	No. 155	 	Amendment No.16 Firm Aircraft	 	Year	 	2015
	159 932
	 	No. 156	 	Amendment No.16 Firm Aircraft	 	Year	 	2015
	159 933
	 	No. 157	 	Amendment No.16 Firm Aircraft	 	Year	 	2015
	159 920
	 	No. 158	 	Amendment No. 16 Firm Aircraft	 	Year	 	2015
	159 921
	 	No. 159	 	Amendment No. 16 Firm Aircraft	 	Year	 	2015
	104 440
	 	No. 160	 	Amendment No. 16 Firm Aircraft	 	Year	 	2015
	104 442
	 	No. 161	 	Amendment No.16 Firm Aircraft	 	Year	 	2015
	159 909
	 	No. 162	 	Amendment No.16 Firm Aircraft	 	Year	 	2015
	159 910
	 	No. 163	 	Amendment No.16 Firm Aircraft	 	Year	 	2015
	 
	 	 	 	 	 	 	 	 
	159 911
	 	No. 164	 	Amendment No.16 Firm Aircraft	 	Year	 	2016
	159 912
	 	No. 165	 	Amendment No.16 Firm Aircraft	 	Year	 	2016
	159 917
	 	No. 166	 	Amendment No.16 Firm Aircraft	 	Year	 	2016
	159 918
	 	No. 167	 	Amendment No.16 Firm Aircraft	 	Year	 	2016
	159 926
	 	No. 168	 	Amendment No.16 Firm Aircraft	 	Year	 	2016
	159 927
	 	No. 169	 	Amendment No.16 Firm Aircraft	 	Year	 	2016
	159 928
	 	No. 170	 	Amendment No.16 Firm Aircraft	 	Year	 	2016
	159 952
	 	No. 171	 	Amendment No.20 Firm Aircraft	 	Year	 	2016
	159 953
	 	No. 172	 	Amendment No.20 Firm Aircraft	 	Year	 	2016
	159 934
	 	No. 173	 	Amendment No.16 Firm Aircraft	 	Year	 	2016






	 	 	 	 	 	 	 	 	 
	CACId No.	 	Rank No.	 	Option Aircraft	 	Delivery	 	 
	159 980
	 	No. 174	 	Amendment No.16 Option	 	[***]	 	2014
	159 981
	 	No. 175	 	Amendment No.16 Option	 	[***]	 	2014
	159 982
	 	No. 176	 	Amendment No.16 Option	 	[***]	 	2014
	159 983
	 	No. 177	 	Amendment No.16 Option	 	[***]	 	2014
	 
	180 973
	 	No. 178	 	Amendment No.20 Option	 	[***]	 	2015
	180 974
	 	No. 179	 	Amendment No.20 Option	 	[***]	 	2015
	180 975
	 	No. 180	 	Amendment No.20 Option	 	[***]	 	2015
	180 976
	 	No. 181	 	Amendment No.20 Option	 	[***]	 	2015







	 	 	UNQUOTE






	4.	 	ESCALATION






	4.1	 	For the Aircraft identified in Clause 9.1.1 as CAC ID Nos. 159911 and 159912 the escalation
provisions set forth in Paragraph 3 of Amendment No. 30 to the Agreement is cancelled and
replaced with the following:







 




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




 - 7 - 









 











	 	 	“For the Aircraft identified in Clause 9.1.1 of the Agreement as CAC Id No. 159911 and
159912, the escalation provisions set forth in the Agreement shall [***].”






	4.2	 	For the Aircraft identified in Clause 9.1.1 as CAC ID Nos. 159917 and 159918, the escalation
provisions set forth in the Agreement shall [***].
	 
	4.3	 	For the Aircraft identified in Clause 9.1.1 as CAC ID Nos. 159926, 159927, 159928, 159952 and
159953 the escalation provisions set forth in Paragraph 4 of Amendment No. 31 to the Agreement
is cancelled and replaced with the following:
	 
	 	 	“For the Aircraft identified in Clause 9.1.1 of the Agreement as CAC Id No. 159926,
159927, 159928, 159952 and 159953, the escalation provisions set forth in the Agreement
shall [***].”
	 
	4.4	 	For the Aircraft identified in Clause 9.1.1 as CAC ID No. 159934 the escalation provisions
set forth in Paragraph 4 of Amendment No. 31 to the Agreement is cancelled and replaced with
the following:
	 
	 	 	“For the Aircraft identified in Clause 9.1.1 of the Agreement as CAC Id No. 159934 the
escalation provisions set forth in the Agreement shall [***].”






	5.	 	OTHER CONSIDERATIONS






	 	 	In consideration of the Seller consenting to defer the Aircraft referred to in Paragraph
2.1 above and additional incentives provided in Paragraph 4 above, the parties hereby
terminate and revoke in all regards the Letter Agreement dated April 23, 2003 between
the Buyer and the Seller regarding [***], and the Buyer hereby
[***].






	6.	 	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.







 




			
	[***]	 	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.




 - 8 - 









 











	 	 	This Amendment will become effective upon execution thereof.






	7.	 	CONFIDENTIALITY






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






	8.	 	ASSIGNMENT






	 	 	Notwithstanding any other provision of this Amendment or of the Agreement, this
Amendment will not be assigned or transferred in any manner without the prior written
consent of the Seller, and any attempted assignment or transfer in contravention of the
provisions of this Paragraph 9 will be void and of no force or effect.






	9.	 	COUNTERPARTS






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







 




			
	[***]	 	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.




 - 9 - 









 









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




	 	 	 	 	 	 	 	 	 	 	 

	JETBLUE AIRWAYS CORPORATION	 	 	 	AIRBUS S.A.S.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Mark D. Powers
 

	 	 
	 	By:
	 	Christophe Mourey
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Its:

	 	SVP Treasurer
 

	 	 
	 	Its:
	 	Vice President Contracts
 

	 	 






 - 10 -