CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT THAT IS MARKED BY [***] HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
AMENDMENT NO. 8
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. 8 (hereinafter referred to as the “Amendment”) is entered into as of December 19, 2017 between Airbus S.A.S. a société par actions simplifiée, created and existing under French law, having its registered office at 2 Rond-Point Emile Dewoitine, 31700 Blagnac, 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 family 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, among other things, the rescheduling of certain aircraft.
NOW THEREFORE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, IT IS AGREED AS FOLLOWS:
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.
1 DELIVERY
Exhibit 10.6(h)
1.1
The Scheduled Delivery Period for the Incremental A321 NEO Aircraft bearing CACiD number 10002780 is hereby amended from [***] 2019 to [***] 2019. Notwithstanding Clause 9.1 of the Agreement, the Seller shall notify the Scheduled Delivery Month of such Aircraft no later than [***], subject to [***] in accordance with Clause 8.6 of Amendment No. 4 to the Agreement, as amended by Clause 2.2 below.
1.2
Schedule 1 to the Agreement 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.
1.3
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 Clauses 1.1 to 1.2 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.
1.4
The Buyer shall cause that any agreement between the Buyer and the relevant Propulsion System manufacturer will reflect the rescheduling set out in Clauses 1.1 to 1.2 above and the Buyer will indemnify and hold the Seller harmless against any and all costs, losses, expenses, obligations, penalties, damages or liabilities incurred by the Seller in the event that the Buyer fails to perform its obligations as set out under this Clause 1.4 unless such costs, losses, expenses, additional obligations, penalties, damages or liabilities are a result of the Seller’s gross negligence or willful misconduct.
2 OTHER COMMERCIAL TERMS
2.1
Any and all Predelivery Payments [***] described in Clauses 1.1 to 1.2 herein [***].
2.2
Clauses 8.6 and 8.7 of Amendment No. 4 to the Agreement are deleted in their entirety and replaced with the following quoted text:
Exhibit 10.6(h)
QUOTE
8.6
[***]
8.7
[***]
UNQUOTE
3
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 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.
4
CONFIDENTIALITY
This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement.
5
ASSIGNMENT
Exhibit 10.6(h)
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 other party, and any attempted assignment or transfer in contravention of the provisions of this Clause 5 will be void and of no force or effect.
6 COUNTERPART
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.
7
INTERPRETATION AND LAW
This Amendment is subject to the Interpretation and Law provisions set forth in Clause 22.6 of the Agreement.
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/ Steve Priest By: /s/ Christophe Mourey
Its: Chief Financial Officer Its: Senior Vice President Contracts