Exhibit 10.4
EMBRAER-190
PURCHASE AGREEMENT DCT- 025/2003
between
EMBRAER - EMPRESA BRASILEIRA DE AERONÁUTICA S.A.
and
JETBLUE AIRWAYS CORPORATION
INDEX
ARTICLE
1.
DEFINITIONS
2.
SUBJECT
3.
PRICE
4.
PAYMENT
5.
DELIVERY
6.
CERTIFICATION
7.
ACCEPTANCE AND TRANSFER OF OWNERSHIP
8.
STORAGE CHARGE
9.
DELAYS IN DELIVERY
10.
INSPECTION AND QUALITY CONTROL
11.
CHANGES
12.
WARRANTY
13.
PRODUCT SUPPORT PACKAGE
14.
ASSIGNMENT
15.
RESTRICTIONS AND PATENT INDEMNITY
16.
MARKETING PROMOTIONAL RIGHTS
17.
TAXES
18.
APPLICABLE LAW
19.
JURISDICTION
20.
TERMINATION
21.
OPTION FOR THE PURCHASE OF ADDITIONAL AIRCRAFT
22.
NOTICES
23.
CONFIDENTIALITY
24.
PRESS RELEASE AND ANNOUNCEMENTS:
25.
SEVERABILITY
26.
NON-WAIVER
27.
INTEGRATED AGREEMENT
28.
NEGOTIATED AGREEMENT
29.
COUNTERPARTS
30.
ENTIRE AGREEMENT
31.
REPRESENTATIONS AND WARRANTIES
ATTACHMENTS
A
AIRCRAFT CONFIGURATION, FINISHING AND
REGISTRATION MARKS
B
FERRY EQUIPMENT AND PRODUCT SUPPORT
PACKAGE
C
WARRANTY CERTIFICATE - MATERIAL AND
WORKMANSHIP
D
PRICE ESCALATION FORMULA
E
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F
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G
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H
PERFORMANCE GUARANTEE
[***]
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.
PURCHASE AGREEMENT DCT- 025/2003
THIS AGREEMENT IS ENTERED INTO THIS 9TH DAY OF JUNE, 2003, BY AND BETWEEN
EMBRAER - EMPRESA BRASILEIRA DE AERONÁUTICA S.A. AND JETBLUE AIRWAYS
CORPORATION, FOR THE PURCHASE AND SALE OF EMBRAER AIRCRAFT.
THE SALE COVERED BY THIS AGREEMENT SHALL BE GOVERNED SOLELY BY THE TERMS AND
CONDITIONS HEREIN SET FORTH, AND IN THE DOCUMENTS INCORPORATED HEREIN BY
REFERENCE, AS WELL AS BY THE PROVISIONS SET FORTH IN THE ATTACHMENTS HERETO.
THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS AND UNTIL IT IS SIGNED BY AN
AUTHORIZED OFFICER OF JETBLUE AIRWAYS CORPORATION AND EXECUTED BY TWO AUTHORIZED
OFFICERS OF EMBRAER - EMPRESA BRASILEIRA DE AERONÁUTICA S.A.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS AND COVENANTS
HEREINAFTER SET FORTH AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO, INTENDING TO BE
LEGALLY BOUND, HEREBY AGREE AS FOLLOWS:
1.
DEFINITIONS
For the purpose of this Agreement, the Parties hereby adopt the following
definitions and, unless otherwise expressly provided, the singular includes the
plural, the masculine includes the feminine and neutral genders:
1.1
"ACTUAL DELIVERY DATE": SHALL MEAN, WITH
RESPECT TO EACH AIRCRAFT, THE DATE ON WHICH BUYER OBTAINS TITLE TO THAT AIRCRAFT
IN ACCORDANCE WITH ARTICLE 7.
1.2
"AD'S": SHALL MEAN AIRWORTHINESS DIRECTIVES
ISSUED BY EITHER THE CTA OR THE AIR AUTHORITY, IN CONNECTION WITH AND WITH
RESPECT TO THE AIRCRAFT.
1.3
"AGREEMENT" OR "PURCHASE AGREEMENT": SHALL
MEAN THIS PURCHASE AGREEMENT INCLUDING ALL ATTACHMENTS, EXHIBITS AND AMENDMENTS.
1.4
"AIR AUTHORITY": SHALL MEAN THE UNITED
STATES FEDERAL AVIATION ADMINISTRATION.
1.5
"AIRCRAFT BASIC PRICE": SHALL MEAN THE
AIRCRAFT PRICE, AS DEFINED IN ARTICLE 3.1.
1.6
"AIRCRAFT PURCHASE PRICE": SHALL MEAN THE
AIRCRAFT PRICE, EFFECTIVE ON THE RELEVANT AIRCRAFT CONTRACTUAL DELIVERY DATE,
RESULTING FROM THE APPLICATION OF THE ESCALATION FORMULA TO THE AIRCRAFT BASIC
PRICE AS SET FORTH IN ARTICLE 3.3.
1.7
"AIRCRAFT": SHALL MEAN