JetBlue Airways Corp. Contracts
Sample Business Contracts
V2500 General Terms of Sale Agreement [Side Letter No. 3] - IAE International Aero Engines AG and New Air Corp.
[LOGO]
April 5, 2000
Mr. David G. Neeleman
JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820
Subject: Side Letter No. 3 to the V2500 General Terms of Sale between IAE
International Aero Engines AG ("IAE") and New Air Corporation ("New
Air") dated May 4, 1999
Gentlemen:
We refer to the V2500 General Terms of Sale bearing reference marks
P:\NewAir\airgta.doc dated May 4, 1999 between IAE and New Air as amended by
Side Letter Nos. 1 and 2 thereto, such contract being hereinafter referred to
as the "Contract." Capitalized terms used herein and not otherwise defined in
this Side Letter No. 3 shall have the meanings assigned thereto in the
Contract.
This Side Letter No. 3 provides for the firming up of certain of the Option
Aircraft under the Contract and reflects the corporate name change of New Air
to JetBlue Airways Corporation.
The parties hereby agree to amend the terms of the Contract as follows:
1. After the Contract was executed, New Air Corporation changed its legal
name to JetBlue Airways Corporation. All references to New Air in the
Contract are removed in their entirety and replaced by references to
JetBlue as defined below. The following definition of JetBlue
shall replace in its entirety the definition of New Air set forth on
the title page of the Contract as follows:
"JET BLUE AIRWAYS a Delaware corporation with a place of
CORPORATION business at 19 Old Kings Highway
South, Suite 23, Darien, Connecticut
06820 (hereinafter called the "Lessee")
of the other part"
Page 1 of 6
<Page>
2. The definition of "Aircraft" set forth in Clause 1.1 of the Contract is
removed in its entirety and replaced by the following new Clause 1.1
as follows:
"1.1 "Aircraft" shall mean (i) the thirty-two (32) new Airbus A320-200
aircraft each powered by V2527-A5 series engines (the "Firm Aircraft"),
and (ii) New Air's right to purchase an additional forty-three (43)
Airbus A320 family aircraft each powered by V2500-A5 series engines
(the "Option Aircraft"), comprising options to purchase twenty-five
(25) new Airbus A320 family aircraft each powered by V2500-A5 series
engines (the "Option A320 Family Aircraft") and reserve options to
purchase eighteen (18) new Airbus A320 family aircraft each powered by
V2500-A5 series engines (the "Reserve Option A320 Family Aircraft"),
all for delivery as set forth in Exhibit B1 to this Contract."
3. Exhibit B1 to the Contract is removed in its entirety and replaced by
Exhibit B1 attached hereto.
4. Clause 2.2.2 of the Contract is removed in its entirety and replaced by
the following new Clause 2.2.2 as follows:
"2.2.2 New Air hereby places a firm and unconditional order with IAE
for the purchase of a minimum of six (6) new V2527-A5 spare
Engines (the "Firm Spare Engines") for delivery according to
the schedule set forth in Exhibit B2 to this Contract."
5. Exhibit B2 to the Contract is removed in its entirety and replaced by
Exhibit B2 attached hereto.
6. Clause 6.11 of the Contract is removed in its entirety and replaced by
the following new Clause 6.11 as follows:
"6.11 NOTICES
Any notice to be served pursuant to this Contract shall be in
the English language and is to be sent by certified mail,
recognized international carrier or facsimile (with
confirmation copy by any of the other means) to:
In the case of IAE:
IAE International Aero Engines AG
400 Main Street, M/S 121-10,
East Hartford, Connecticut 06108, USA
Facsimile No. 860-565-5220
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Attention: Business Director and Chief Legal Officer
In the case of the JetBlue to:
JetBlue Airways Corporation
19 Old Kings Highway South
Suite 23
Darien, CT 06820
Attn: Vice President and Treasurer
With a copy to the Executive Vice President and General Counsel at:
JetBlue Airways Corporation, 6322 South 3000 East, Suite G-10, Salt
Lake City, UT 84121
or in each case to such other place of business as may be notified from
time to time by the receiving party."
Except as expressly amended by this Side Letter No. 3, all provisions of the
Contract 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/ [illegible] /s/ [illegible]
--------------------------------- ---------------------------------
Name Name
SVP VP
--------------------------------- ---------------------------------
Title Title
4/5/00 April 14, 2000
--------------------------------- ---------------------------------
Date Date
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EXHIBIT B1
AIRCRAFT DELIVERY SCHEDULES
<Table>
<Caption>
FIRM A320 AIRCRAFT
YEAR NUMBER DELIVERY PERIOD
---- ------ ----------------
<S> <C> <C>
2000 6 (1) [****] (2) [****] (1) [****] (1) [****]
(1) [****]
2001 6 (1) [****] (1) [****] (1) [****]
(1) [****] (1) [****] (1) [****]
2002 10 (2) [****] (2) [****] (6) [****]
2003 5
2004 5
TOTAL 32
</Table>
All thirty-two (32) Firm A320 Aircraft have no deferral or conversion rights.
<Table>
<Caption>
OPTION A320 AIRCRAFT
YEAR NUMBER
---- ------
<S> <C>
2003 5
2004 5
2005 10
2006 5
TOTAL 25
</Table>
RESERVE OPTION A320 FAMILY AIRCRAFT
Under the terms of its purchase agreement with Airbus for the Aircraft, New Air
has the right to receive delivery positions for Reserve Option A320 Family
Aircraft equal to the number of Option A320 Family Aircraft as to which New Air
has exercised its purchase rights. Because New Air has options with Airbus for
twenty-five (25) Option A320 Family Aircraft, it correspondingly has rights with
Airbus to receive delivery positions for up to eighteen (18) Reserve Option A320
Family Aircraft. No dates are specified for delivery of these Reserve Option
A320 Family Aircraft. Such delivery dates will be determined at the time
options are exercised by New Air. The agreement between New Air and Airbus
anticipates that all Reserve Option A320 Family Aircraft will be delivered
prior to the end of 2007. Airbus has also granted New Air conversion rights for
each of the twenty-five (25) A320 Family Aircraft and the (18) Reserve Option
A320 Family Aircraft to the A321-200 or A319 aircraft type on twenty-one months
notice to Airbus.
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[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.
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<Page>
<Table>
<Caption>
LEASED AIRCRAFT
YEAR NUMBER DELIVERY PERIOD
---- ------ ---------------
<S> <C> <C>
1999 1 [****]
2000 3 (1) [****] (1) [****] (1) [****]
2001 3 (1) [****] (1) [****] (1) [****]
TOTAL 7
</Table>
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[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.
Page 5 of 6
<Page>
EXHIBIT B2
PURCHASED ITEMS, PRICE,
ESCALATION FORMULA AND DELIVERY
<Table>
<Caption>
Basic Contract Price
Purchased Item U.S. Dollars (January 1999) Qty. Delivery Date
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
V2527-A5 SPARE ENGINE: [****] 1 [****]99
V2527-A5 SPARE ENGINE: [****] 1 [****]00
V2527-A5 SPARE ENGINE: [****] 1 [****]01
V2527-A5 SPARE ENGINE: [****] 1 [****]02
V2527-A5 SPARE ENGINE: [****] 1 [****]02
V2527-A5 SPARE ENGINE: [****] 1 [****]03
OPTION SPARE ENGINES
--------------------
V2524-A5 SPARE ENGINE: [****]
V2527-A5 SPARE ENGINE: [****]
V2533-A5 SPARE ENGINE: [****]
</Table>
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[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.
Page 6 of 6