JETBLUE AIRWAYS CORP - FORM 10-Q - EX-10.3 - EXHIBIT 10.3 - October 28, 2016

Attached files

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EX-10.4 - EXHIBIT 10.4 - JETBLUE AIRWAYS CORPq32016exhibit104.htm
EX-32 - EXHIBIT 32 - JETBLUE AIRWAYS CORPq32016exhibit32.htm
EX-31.2 - EXHIBIT 31.2 - JETBLUE AIRWAYS CORPq32016exhibit312.htm
EX-31.1 - EXHIBIT 31.1 - JETBLUE AIRWAYS CORPq32016exhibit311.htm
EX-12.1 - EXHIBIT 12.1 - JETBLUE AIRWAYS CORPq32016exhibit121.htm
EX-10.2 - EXHIBIT 10.2 - JETBLUE AIRWAYS CORPq32016exhibit102.htm
EX-10.1 - EXHIBIT 10.1 - JETBLUE AIRWAYS CORPq32016exhibit101.htm
10-Q - 10-Q - JETBLUE AIRWAYS CORPq3201610-q.htm



AMENDMENT NO. 5
to the A320 Family Aircraft Purchase Agreement
Dated as of October 19, 2011
Between
AIRBUS S.A.S.
And
JETBLUE AIRWAYS CORPORATION
This Amendment No. 5 (hereinafter referred to as the “Amendment”) is entered into as of August 9, 2016 between Airbus S.A.S. a société par actions simplifiée, created and existing under French law, having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”) and JetBlue Airways Corporation, a corporation organized under the laws of Delaware having its principal corporate offices at 27-01 Queens Plaza North, Long Island City, New York 11101 (formerly 118-29 Queens Boulevard, Forest Hills, New York 11375), United States of America (the “Buyer”).
WHEREAS, the Buyer and the Seller entered into an A320 Family Purchase Agreement dated as of October 19, 2011, relating to the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus A320 aircraft, which together with all amendments, exhibits, appendices, and letter agreements attached thereto is hereinafter called the “Agreement”.
WHEREAS, the Buyer and the Seller wish to amend the Agreement to reflect the rescheduling of certain aircraft.
NOW THEREFORE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, IT IS AGREED AS FOLLOWS:

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0    DEFINED TERMS
The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. Except as used within quoted text, the terms “herein”, “hereof”, and “hereunder” and words of similar import refer to this Amendment.
Clause 0 of the Agreement is hereby amended to modify, add or replace the following quoted terms:
QUOTE
A321 NEO Standard Specification means the A321 NEO ACF standard specification number E.000.02000NX Issue 1 dated 22nd April 2016, a copy of which has been annexed hereto as Exhibit A.
UNQUOTE
1    RESCHEDULING
1.1
The Buyer and the Seller hereby agree to irrevocably:
(a)
reschedule each of the three (3) Converted A321 NEO Aircraft identified with CACiDs 402 132, 402 133 and 402 134 currently scheduled for delivery in [***], [***], [***] and [***] 2018 respectively to be scheduled for delivery in [***] (for 402 132) and [***] (for 402 133 and 402 134) of 2019, and
(b)
reschedule each of the three (3) Additional A321 Aircraft identified with Aircraft Rank Numbers 261, 262 and 263 currently scheduled for delivery in [***] 2019 to be scheduled for delivery in [***], [***] and [***] 2018 respectively,
each as detailed in the following table:
CACiD
Aircraft Rank No.
Original Delivery Schedule
Revised Delivery Schedule
Aircraft Type
402 132
179
[***] 2018
[***] 2019
Converted A321 NEO Aircraft
402 133
180
[***] 2018
[***] 2019
Converted A321 NEO Aircraft
402 134
181
[***] 2018
[***] 2019
Converted A321 NEO Aircraft
10054100
261
[***] 2019
[***] 2018
Additional A321Aircraft
10054101
262
[***] 2019
[***] 2018
Additional A321Aircraft
10054102
263
[***] 2019
[***] 2018
Additional A321Aircraft

Accordingly, Schedule 1 to the Agreement (Delivery Schedule) is deleted in its entirety and replaced by the Amended and Restated Schedule 1 (the “Amended and Restated Schedule 1”) attached hereto as Appendix 1. For reference purposes only, CACiD numbers are added to the Amended and Restated Schedule 1 for all Aircraft that did not previously have CACiD numbers.
1.2
It shall be the Buyer’s sole responsibility to ensure, without any intervention necessary from the Seller, that all of the BFE Suppliers are notified of and accept the rescheduling set forth in Clause 1.1 above without the Seller incurring any costs, losses, expenses, additional obligations, penalties, damages or liabilities of any kind by reason of such rescheduling, and the Buyer will indemnify and hold the Seller harmless against any and all of such costs, losses, expenses, additional obligations, penalties, damages or liabilities so incurred by the Seller unless such costs, losses, expenses, additional obligations, penalties, damages or liabilities are a result of the Seller’s gross negligence or willful misconduct.

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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 24b-2 under the Securities Exchange Act of 1934, as amended.


1.3
Without prejudice to Clause 1.2, the Buyer shall enter into discussions directly with the A320 Propulsion Systems Manufacturer to amend the relevant propulsion systems agreement(s) in order to reflect the rescheduling in Clause 1.1 above and will indemnify and hold the Seller harmless against any and all costs, losses, expenses, obligations, penalties, damages or liabilities so incurred by the Seller in the event that the Buyer fails to perform its obligations as set out under this Clause 1.3 unless such costs, losses, expenses, additional obligations, penalties, damages or liabilities are a result of the Seller’s gross negligence or willful misconduct.
2    PREDELIVERY PAYMENTS
Any and all Predelivery Payments that the Buyer has paid to the Seller and which would no longer be due as a result of the amendments described herein will be [***].
3    OTHER AMENDMENTS
3.1
Clause 2.1.2.2 of the Agreement is deleted in its entirety and in replaced with the following Clause 2.1.2.2 to read as set forth in the following quoted text:
QUOTE
2.1.2.2
CabinFlex Door Configuration
The Seller is currently developing a new door configuration for the A321 NEO and A321 LR aircraft types, allowing the installation of up to 240 seats through, amongst other means, the activation or deactivation of certain doors (the “CabinFlex Door Configuration” or “ACF”).
The baseline CabinFlex Door Configuration shall consist of a Type C door 1, a Type III overwing exit, a Type C door 3 and a Type C door 4 and shall allow for up to 220 seats to be installed on A321 NEO and A321 LR aircraft (“Baseline ACF”).
The Buyer hereby acknowledges and agrees that the Baseline ACF shall be irrevocably implemented on all A321 NEO Aircraft under the Agreement, including A321 LR Converted Aircraft, [***], and that such Aircraft will be manufactured in accordance with the A321 NEO Standard Specification (ACF standard specification number E.000.02000NX Issue 1 dated 22nd April 2016), incorporated into the Agreement through the execution of amendment No.3 to the Agreement.
In addition to the Baseline ACF, at the time of cabin definition and within a timeframe compatible with the contractual definition freeze (“CDF”) of the applicable A321 NEO Aircraft and A321 LR Aircraft, the Buyer shall have the possibility of modifying the allowable seating capacity of the A321 NEO Aircraft and A321 LR Aircraft, [***], by executing the relevant SCNs covering the installation of an additional Type III overwing exit and/or the de-activation of the Door 3, and such other additional cabin features as may be selected by SCN. [***].
UNQUOTE
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 contains the entire agreement between the Buyer and the Seller with respect to the subject

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matter hereof and 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.
This Amendment will become effective upon its execution.
5
CONFIDENTIALITY
This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement.
6
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 Clause 6 will be void and of no force or effect.
7
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.


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IN WITNESS WHEREOF, the parties hereto have entered into this Amendment by their respective officers or agents as of the date first above written.
JETBLUE AIRWAYS CORPORATION     AIRBUS S.A.S.





By: /s/ Mark D. Powers     By: /s/ Benoit de Saint-Exupery



Its: Chief Financial Officer     Its: Vice President Contracts




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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 24b-2 under the Securities Exchange Act of 1934, as amended.

APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

Appendix 1
to
Amendment No. 5
Amended and Restated
SCHEDULE 1


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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 24b-2 under the Securities Exchange Act of 1934, as amended.

APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

 
CACiD
No.
Aircraft Rank No.
Type
Scheduled Delivery Month/Quarter
Scheduled Delivery Year
1
159 908
122
Group 1 A320 Aircraft
[***]
2011
2
159 942
123
Group 1 A320 Aircraft
[***]
2012
3
159 943
124
Group 1 A320 Aircraft
[***]
2012
4
159 950
125
Group 1 A320 Aircraft
[***]
2012
5
159 951
126
Group 1 A320 Aircraft
[***]
2012
6
159 923
127
Group 1 A320 Aircraft
[***]
2012
7
159 924
128
Group 1 A320 Aircraft
[***]
2012
8
159 925
129
Group 1 A320 Aircraft
[***]
2012
9
159 939
130
A320 Backlog Aircraft
[***]
2013
10
159 960
131
A320 Backlog Aircraft
[***]
2013
11
159 961
132
A320 Backlog Aircraft
[***]
2013
12
159 962
133
A321 Backlog Aircraft
[***]
2013
13
159 963
134
A321 Backlog Aircraft
[***]
2013
14
159 964
135
A321 Backlog Aircraft
[***]
2013
15
159 965
136
A321 Backlog Aircraft
[***]
2013
16
159 916
137
A321 Backlog Aircraft
[***]
2014
17
159 940
138
A321 Backlog Aircraft
[***]
2014
18
159 941
139
A321 Backlog Aircraft
[***]
2014
19
159 944
140
A321 Backlog Aircraft
[***]
2014
20
159 945
141
A321 Backlog Aircraft
[***]
2014
21
159 946
142
A321 Backlog Aircraft
[***]
2014
22
159 947
143
A321 Backlog Aircraft
[***]
2014
23
159 948
144
A321 Backlog Aircraft
[***]
2014
24
159 949
145
A321 Backlog Aircraft
[***]
2014
25
159 956
146
A321 Backlog Aircraft
[***]
2015
26
159 957
147
A321 Backlog Aircraft
[***]
2015
27
159 958
148
A321 Backlog Aircraft
[***]
2015
28
159 959
149
A321 Backlog Aircraft
[***]
2015
29
159 929
150
A321 Backlog Aircraft
[***]
2015
30
159 930
151
A321 Backlog Aircraft
[***]
2015
31
159 931
152
A321 Backlog Aircraft
[***]
2015
32
159 932
153
A321 Backlog Aircraft
[***]
2015
33
159 933
154
A321 Backlog Aircraft
[***]
2015
34
10002716
155
Incremental A321 Aircraft
[***]
2015
35
159 920
156
A321 Backlog Aircraft
[***]
2015
36
 10002752
157
Incremental A321 Aircraft
[***]
2015
37
159 911
158
A321 Backlog Aircraft
[***]
2016
38
159 912
159
A321 Backlog Aircraft
[***]
2016
39
159 917
160
A321 Backlog Aircraft
[***]
2016

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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 24b-2 under the Securities Exchange Act of 1934, as amended.

APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

 
CACiD
No.
Aircraft Rank No.
Type
Scheduled Delivery Month/Quarter
Scheduled Delivery Year
40
159 918
161
A321 Backlog Aircraft
[***]
2016
41
159 926
162
A321 Backlog Aircraft
[***]
2016
42
159 927
163
A321 Backlog Aircraft
[***]
2016
43
159 928
164
A321 Backlog Aircraft
[***]
2016
44
159 952
165
A321 Backlog Aircraft
[***]
2016
45
159 953
166
A321 Backlog Aircraft
[***]
2016
46
159 934
167
A321 Backlog Aircraft
[***]
2016
47
159 922
168
Converted A321 Backlog Aircraft
[***]
2017
48
159 954
169
Converted A321 Backlog Aircraft
[***]
2017
49
159 955
170
Converted A321 Backlog Aircraft
[***]
2017
50
159 921
171
Converted A321 Backlog Aircraft
[***]
2017
51
104 440
172
Converted A321 Backlog Aircraft
[***]
2017
52
104 442
173
Converted A321 Backlog Aircraft
[***]
2017
53
 10054088
249
Additional A321 Aircraft
[***]
2017
54
159 909
174
Converted A321 Backlog Aircraft
[***]
2017
55
 10054089
250
Additional A321 Aircraft
[***]
2017
56
10002770
175
Incremental A321 Aircraft
[***]
2017
57
 10054090
251
Additional A321 Aircraft
[***]
2017
58
10002771
176
Incremental A321 Aircraft
[***]
2017
59
 10054091
252
Additional A321 Aircraft
[***]
2017
60
10002772
177
Incremental A321 Aircraft
[***]
2017
61
 10054092
253
Additional A321 Aircraft
[***]
2017
62
159 910
178
Converted A321 Backlog Aircraft
[***]
2018
63
 10054093
254
Additional A321 Aircraft
[***]
2018
64
 10054100
261
Additional A321 Aircraft
[***]
2018
65
 10054101
262
Additional A321 Aircraft
[***]
2018
66
 10054102
263
Additional A321 Aircraft
[***]
2018
67
402 135
182
Converted A321 NEO Aircraft
[***]
2018
68
402 136
183
Converted A321 NEO Aircraft
[***]
2018
69
10002778
184
Incremental A321 NEO Aircraft
[***]
2018
70
10054094
255
Additional A321 Aircraft
[***]
2018
71
 10054095
256
Additional A321 Aircraft
[***]
2018
72
 10054096
257
Additional A321 Aircraft
[***]
2018
73
402 137
185
Converted A321 NEO Aircraft
[***]
2019
74
402 138
186
Converted A321 NEO Aircraft
[***]
2019
75
 10054097
258
Additional A321 Aircraft
[***]
2019
76
 10054098
259
Additional A321 Aircraft
[***]
2019
77
 10054099
260
Additional A321 Aircraft
[***]
2019
78
402 132
179
Converted A321 NEO Aircraft
[***]
2019

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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 24b-2 under the Securities Exchange Act of 1934, as amended.

APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

 
CACiD
No.
Aircraft Rank No.
Type
Scheduled Delivery Month/Quarter
Scheduled Delivery Year
79
402 133
180
Converted A321 NEO Aircraft
[***]
2019
80
402 134
181
Converted A321 NEO Aircraft
[***]
2019
81
402 141
189
Converted A321 NEO Aircraft
[***]
2019
82
10002779
190
Incremental A321 NEO Aircraft
[***]
2019
83
10002780
191
Incremental A321 NEO Aircraft
[***]
2019
84
402 139
187
Converted A321 NEO Aircraft
[***]
2019
85
402 140
188
Converted A321 NEO Aircraft
[***]
2019
86
10002782
193
Incremental A321 NEO Aircraft
[***]
2019
87
10002783
194
Incremental A321 NEO Aircraft
[***]
2019
88
10002784
195
Incremental A321 NEO Aircraft
[***]
2019
89
10002781
192
Incremental A321 NEO Aircraft
[***]
2019
90
10002785
196
Incremental A321 NEO Aircraft
[***]
2019
91
10002786
197
Incremental A321 NEO Aircraft
[***]
2019
92
10002787
198
Incremental A321 NEO Aircraft
[***]
2019
93
10002788
199
Incremental A321 NEO Aircraft
[***]
2019
94
10002756
200
A321 NEO Aircraft
[***]
2020
95
10002760
201
A321 NEO Aircraft
[***]
2020
96
10002764
202
A321 NEO Aircraft
[***]
2020
97
10002789
203
Incremental A321 NEO Aircraft
[***]
2020
98
10002790
204
Incremental A321 NEO Aircraft
[***]
2020
99
10002791
205
Incremental A321 NEO Aircraft
[***]
2020
100
10002792
206
Incremental A321 NEO Aircraft
[***]
2020
101
 10054124
264
Additional A321 NEO Aircraft
[***]
2020
102
10009793
207
Incremental A321 NEO Aircraft
[***]
2020
103
10002794
208
Incremental A321 NEO Aircraft
[***]
2020
104
402 142
209
A320 NEO Aircraft
[***]
2020
105
402 143
210
A320 NEO Aircraft
[***]
2020
106
 10054125
265
Additional A321 NEO Aircraft
[***]
2020
107
402 144
211
A320 NEO Aircraft
[***]
2020
108
402 145
212
A320 NEO Aircraft
[***]
2020
109
 402 146
213
A320 NEO Aircraft
[***]
2020
110
 402 147
214
A320 NEO Aircraft
[***]
2020
111
10054126
266
Additional A321 NEO Aircraft
[***]
2020
112
402 151
215
A320 NEO Aircraft
[***]
2021
113
402 152
216
A320 NEO Aircraft
[***]
2021
114
402 153
217
A320 NEO Aircraft
[***]
2021
115
402 154
218
A320 NEO Aircraft
[***]
2021
116
 10054127
267
Additional A321 NEO Aircraft
[***]
2021
117
402 155
219
A320 NEO Aircraft
[***]
2021

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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 24b-2 under the Securities Exchange Act of 1934, as amended.

APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

 
CACiD
No.
Aircraft Rank No.
Type
Scheduled Delivery Month/Quarter
Scheduled Delivery Year
118
402 156
220
A320 NEO Aircraft
[***]
2021
119
402 157
221
A320 NEO Aircraft
[***]
2021
120
402 158
222
A320 NEO Aircraft
[***]
2021
121
 10054128
268
Additional A321 NEO Aircraft
[***]
2021
122
402 159
223
A320 NEO Aircraft
[***]
2021
123
402 160
224
A320 NEO Aircraft
[***]
2021
124
402 161
225
A320 NEO Aircraft
[***]
2021
125
402 162
226
A320 NEO Aircraft
[***]
2021
126
10054129
269
Additional A321 NEO Aircraft
[***]
2021
127
402 163
227
A320 NEO Aircraft
[***]
2021
128
402 164
228
A320 NEO Aircraft
[***]
2021
129
402 165
229
A320 NEO Aircraft
[***]
2021
130
402 166
230
A320 NEO Aircraft
[***]
2021
131
 10054130
270
Additional A321 NEO Aircraft
[***]
2021
132
402 148
231
A320 NEO Aircraft
[***]
2022
133
 402 149
232
A320 NEO Aircraft
[***]
2022
134
 402 150
233
A320 NEO Aircraft
[***]
2022
135
10002765
234
A321 NEO Aircraft
[***]
2022
136
10054131
271
Additional A321 NEO Aircraft
[***]
2022
137
10002766
235
A321 NEO Aircraft
[***]
2022
138
10002767
236
A321 NEO Aircraft
[***]
2022
139
10002768
237
A321 NEO Aircraft
[***]
2022
140
10002769
238
A321 NEO Aircraft
[***]
2022
141
10054132
272
Additional A321 NEO Aircraft
[***]
2022
142
10002773
239
A321 NEO Aircraft
[***]
2022
143
10002774
240
A321 NEO Aircraft
[***]
2022
144
402 127
241
A321 NEO Aircraft
[***]
2022
145
402 128
242
A321 NEO Aircraft
[***]
2022
146
 10054133
273
Additional A321 NEO Aircraft
[***]
2022
147
402 129
243
A321 NEO Aircraft
[***]
2022
148
402 130
244
A321 NEO Aircraft
[***]
2022
149
402 131
245
A321 NEO Aircraft
[***]
2022
150
10002775
246
Incremental A321 NEO Aircraft
[***]
2022
151
 10054134
274
Additional A321 NEO Aircraft
[***]
2022
152
10002776
247
Incremental A321 NEO Aircraft
[***]
2023
153
 10054135
275
Additional A321 NEO Aircraft
[***]
2023
154
 10054136
276
Additional A321 NEO Aircraft
[***]
2023
155
10002777
248
Incremental A321 NEO Aircraft
[***]
2023
156
 10054137
277
Additional A321 NEO Aircraft
[***]
2023

Page 10
[***]    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.

APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

 
CACiD
No.
Aircraft Rank No.
Type
Scheduled Delivery Month/Quarter
Scheduled Delivery Year
157
 10054138
278
Additional A321 NEO Aircraft
[***]
2023


Page 11
[***]    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.

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