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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number 000-49728     
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JETBLUE AIRWAYS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
87-0617894
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
27-01 Queens Plaza North
Long Island CityNew York11101
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (718) 286-7900
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading SymbolName of each exchange on which registered
Common Stock, $0.01 par value
JBLU
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑Accelerated filer ☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the registrant's common stock held by non-affiliates of the registrant as of June 30, 2024 was approximately $2.1 billion (based on the last reported sale price on the NASDAQ Global Select Market on that date). The number of shares outstanding of the registrant's common stock as of January 31, 2025 was 353,001,047 shares.

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DOCUMENTS INCORPORATED BY REFERENCE
Designated portions of the Registrant's Proxy Statement for its 2025 Annual Meeting of Stockholders, which is to be filed within 120 days after the end of the fiscal year ended December 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K, or the Report, to the extent described therein.

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Table of Contents
PART I.
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
PART II.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
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PART IV.
Item 15.
Item 16.
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FORWARD-LOOKING INFORMATION
This Annual Report (the "Report") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). All statements other than statements of historical facts contained in this Report are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "expects," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "may," "will," "should," "seeks," "goals," "targets" or the negative of these terms or other similar expressions. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed, or assured. Forward-looking statements contained in this Report include, without limitation, statements regarding our outlook and future results of operations and financial position, our business strategy and plans for future operations, including our JetForward initiatives, our financing arrangements and potential implications thereof on our business, our sustainability initiatives, the impact of industry or other macroeconomic trends affecting our business, seasonality, and our expectations regarding the remaining impact of the wind down of our Northeast Alliance ("NEA") with American Airlines Group Inc. and the related impact on our business, financial condition and results of operations. Forward-looking statements involve risks, uncertainties and assumptions, and are based on information currently available to us. Actual results may differ materially from those expressed in the forward-looking statements due to many factors, including, without limitation, the important risk factors discussed in Part I, Item 1A. "Risk Factors" in this Report on Form 10-K for the year ended December 31, 2024. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections, beliefs, and assumptions upon which we base our expectations may change prior to the end of each quarter or year.
Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. You should understand that many important factors, in addition to those discussed or incorporated by reference in this Report, could cause our results to differ materially from those expressed in the forward-looking statements. Potential factors that could affect our results include, in addition to others not described in this Report, those described in Part I. Item 1A of this Report under "Risk Factors." In light of these risks and uncertainties, the forward-looking events discussed in this Report might not occur. Our forward-looking statements speak only as of the date of this Report. Other than as required by law, we undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.
Additionally, our discussion of certain environmental assessments, goals and related issues herein is informed by various sustainability-related standards and frameworks (including standards for the measurement of underlying data) and the interests of various stakeholders. Any references to "materiality" in the context of such discussions and any related assessment of environmental "materiality" may differ from the definition of "materiality" under the federal securities laws for Securities and Exchange Commission ("SEC") reporting purposes. Furthermore, much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. For example, we note that standards and expectations regarding greenhouse gas ("GHG") accounting and the processes for measuring and counting GHG emissions and GHG emission reductions are evolving, and it is possible that our approaches both to measuring our emissions and to reducing emissions and measuring those reductions may be considered inconsistent, either currently by some stakeholders or at some point future, with common or best practices with respect to measuring and accounting for such matters and reducing overall emissions. Similarly, we cannot guarantee strict adherence to standard recommendations, and our disclosures based on any standards may change due to revisions in framework or legal requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. Finally, any website or document references included herein are for convenience only and, unless indicated otherwise, are explicitly not incorporated by reference.
As used in this Report, the terms "JetBlue," the "Company," "we," "us," "our," and similar terms refer to JetBlue Airways Corporation and its subsidiaries, unless the context indicates otherwise.
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RISK FACTOR SUMMARY
We are subject to various risks that make an investment in our securities risky. The events and consequences discussed in these risk factors could, in circumstances we may or may not be able to accurately predict, recognize, or control, have a material adverse effect on our business, liquidity, financial condition, and results of operations. In addition, these risks could cause our actual results to differ materially from those we express in forward-looking statements contained in this Report or in other Company communications. You should read the following section in conjunction with the following sections of this Report: Part II. Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," our consolidated financial statements and the related notes, included in Part II. Item 8 and our "Forward-Looking Information."
The following is a summary of the principal risks we face that could have a material adverse effect on our business, liquidity, financial condition, and results of operations:
Risks Related to JetBlue
Competitive Risks
•We operate in an extremely competitive industry.
•We may be subject to competitive risks due to the long-term nature of our fleet order book.
Operational Risks
•We may not be successful in executing elements of our strategic operating plan, which may have a material adverse impact on our reputation, business, operating results, and financial condition.
•Our business is highly dependent on the availability of fuel, and fuel is subject to price volatility.
•Our maintenance costs will increase as our fleet ages.
•Our salaries, wages, and benefits increase as our workforce ages.
•We face risks associated with a potential material reduction in the rate of interchange reimbursement fees.
•We face risks associated with doing business internationally.
•Our comparatively high aircraft utilization rate helps us keep our costs low, but also makes us vulnerable to delays and cancellations, which could reduce our profitability and harm our reputation.
•We depend greatly on the New York metropolitan market, and increases in competition or shifts in demand for air travel in this market, or governmental reduction of our operating capacity at John F. Kennedy International Airport ("JFK"), could harm us.
•Extended interruptions or disruptions in service at our focus cities could have a material adverse impact on us.
•We may be impacted by increases in airport expenses relating to infrastructure and facilities, as well as by infrastructure disruptions or failures.
•Our results of operations fluctuate due to seasonality, weather, and other factors.
•We have a limited number of suppliers for our aircraft, engines, and our Fly-Fi® product.
•Remaining impacts of the wind down of our Northeast Alliance ("NEA") with American Airlines may have an adverse impact on our business, financial condition and results of operations.
•Tariffs on commercial aircraft and related parts imported from outside the United States, or tariffs that may be escalated over time, may have a material adverse effect on our fleet, business, financial condition and results of operations.
•Stockholder activism could disrupt our business, cause us to incur significant expenses, hinder execution of our business strategy, and impact our stock price.
Information Security and Privacy Related Risks
•Our reputation and business may be harmed, and we may be subject to legal claims if there is disruption to our information technology systems or loss, unlawful disclosure or misappropriation of, or unsanctioned access to, our customers', crewmembers', business partners' or our own information or other breaches of our information security.
•Data security compliance requirements could increase our costs, and any significant data breach could disrupt our operations and harm our reputation, business, results of operations and financial condition.
•We rely heavily on automated systems to operate our business; any failure of these systems could harm our business.
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•Compliance with ever-evolving federal, state, and foreign laws and other requirements relating to the handling of information about individuals necessitates significant expenditure and resources, and any failure by us or our vendors to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.

Human Capital Related Risks
•Failure to attract and retain qualified personnel, or maintain company culture, could harm our business.
•We may be subject to unionization, work stoppages, slowdowns, or increased labor costs and the unionization of our pilots and inflight crewmembers could result in increased labor costs.
Reputational Risks
•An accident or incident involving our aircraft could harm our reputation and business.
•Our business depends on our strong reputation and the value of the JetBlue brand.
Financing and Financial Risks
•We have a significant amount of fixed obligations and we will incur significantly more fixed obligations in the future, which could harm our ability to service our current obligations or satisfy future fixed obligations.
•Agreements governing our debt include financial and other covenants. Failure to comply with these covenants could result in events of default.
•Our liquidity could be adversely impacted in the event one or more of our credit card processors were to impose material reserve requirements for payments due to us from credit card transactions.
•We have a significant amount of indebtedness from fixed obligations and may seek material amounts of additional financial liquidity in the short-term, and insufficient liquidity may have a material adverse effect on our financial condition and business.
•We may never realize the full value of our intangible assets or long-lived assets, causing us to record impairments that may negatively affect us.
•Our ability to use certain tax attributes could be subject to limitations.

Artificial intelligence Related Risks
•Our development and use of AI-powered solutions could lead to operational, reputational, or competitive harm, legal and regulatory risk, and additional costs.
Risks Associated with the Airline Industry
•An outbreak or resurgence of a disease or an environmental disaster could significantly affect travel behavior, which would adversely affect our industry and our business.
•Compliance with environmental laws and regulations may cause us to incur substantial costs.
•We may be affected by global climate change or by legal, regulatory or market responses to such change.
•Increasing scrutiny of, and evolving expectations regarding, environmental and social matters may impact our business and reputation.
•Federal budget constraints or federally imposed furloughs due to budget negotiation deadlocks may adversely affect us.
•Changes in laws and government regulations, imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions.
•A future act of terrorism, the threat of such acts or escalation of U.S. military involvement overseas could adversely affect our industry.
•The airline industry is particularly sensitive to changes in economic conditions.

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Table of Contents






PART I
ITEM 1.    BUSINESS
OVERVIEW
General
JetBlue Airways Corporation is New York's Hometown Airline®. As of December 31, 2024, JetBlue served over 100 destinations across the United States, the Caribbean and Latin America, Canada and Europe.
JetBlue was incorporated in Delaware in August 1998 and commenced service on February 11, 2000. We believe our differentiated product and culture combined with our competitive cost structure enables us to compete effectively in the high-value geographies we serve. Looking to the future, we plan to continue to grow in our high-value geographies, invest in industry leading products, and provide award-winning service by our 23,000+ dedicated employees, whom we refer to as crewmembers. Going forward, we believe we will continue to differentiate ourselves from other airlines, enabling us to continue to attract a greater mix of customers, and to drive continued growth. We are focused on delivering solid results for our stockholders, our customers, and our crewmembers.
Our principal executive offices are located at 27-01 Queens Plaza North, Long Island City, New York 11101 and our telephone number is (718) 286-7900.
Our Industry and Competition
The U.S. airline industry is extremely competitive and challenging, and results are often volatile. It is uniquely susceptible to external factors such as fuel costs, downturns in domestic and international economic conditions, weather-related disruptions, air traffic control ("ATC") shortages, the spread of infectious diseases, the impact of airline restructurings or consolidations, and military actions or acts of terrorism. We operate in a capital and energy intensive industry that has high fixed costs, as well as heavy taxation and fees. Airline returns are sensitive to slight changes in fuel prices, average fare levels, and customer demand. The industry's principal competitive factors include fares, brand and customer service, frequent flyer loyalty programs, route networks, flight schedules, aircraft types, safety records, codeshare and interline relationships, inflight entertainment and connectivity systems.
JETBLUE EXPERIENCE
We offer our customers a distinctive flying experience which we refer to as the "JetBlue experience". We believe we deliver award-winning service and product with competitive fares that focuses on the entire customer experience, from booking an itinerary to arrival at the final destination. We believe JetBlue is the carrier of choice for the majority of travelers who have been underserved by other airlines.
Differentiated Product and Culture
Delivering the JetBlue experience to our customers through our differentiated product and culture is core to our mission to bring humanity back to air travel. We look to attract new customers to our brand and provide current customers with a reason to come back by continuing to innovate and evolve the JetBlue experience. We believe we can adapt to the changing needs of our customers and a key element of our success is the belief that competitive fares and a great product need not be mutually exclusive.
We offer customers a choice of one of three JetBlue experiences: the core experience, EvenMore® and Mint®. Within the core experience, there are four fares to choose from: Blue Basic, Blue, Blue Plus, and Blue Extra. All JetBlue fares include a free carry-on bag, free seatback entertainment, free high-speed wi-fi, free snacks, and free non-alcoholic beverages. Customers can choose to "buy up" to an option with additional offerings. These different fares allow customers to select the products or services they need or value when they travel, without having to pay for the things they do not need or value.
We offer core customers comfortable seating to relax and enjoy the JetBlue experience. Beginning in January 2025, EvenMore® Space was rebranded to EvenMore® which in addition to giving customers the opportunity to enjoy additional legroom, priority security access, and early boarding, it also includes dedicated overhead bin space, complimentary alcoholic beverages, and premium snack options. Our EvenMore® experience is available for purchase across our fleet. Customers on select coast-to-coast, Caribbean and Latin American routes and all transatlantic flights have the option to purchase Mint®, our lie-flat premium service. Each Mint® seat includes a fully lie-flat bed with our exclusive Tuft & Needle® sleep experience. Our Mint® customers also have access to an assortment of complimentary food, beverages and products including a small-plates menu, artisanal snacks, alcoholic beverages, a blanket, pillows, an amenity kit and headphones.
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On select transatlantic and coast-to-coast flights we offer a reimagined version of our Mint® experience with a completely refreshed cabin design featuring private suites with aisle access. Each of these select Mint® aircraft also include two front row Mint® Studios which offer the largest TV on a U.S. airline and an extra seat and space to work, lounge and entertain.
Our inflight entertainment system onboard our aircraft includes free live TV on select routes and premium movie channel offerings from JetBlue Features. Our entire fleet is equipped with Fly-Fi®, a broadband product that allows gate-to-gate wi-fi at every seat. Customers also have access to the Fly-Fi® Hub, a content portal where customers can access a wide range of additional content from their own personal devices. All customers may enjoy an assortment of free snacks and non-alcoholic beverages.
Because of our network strength in leisure destinations, we also sell vacation packages through our wholly owned subsidiary, JetBlue Travel Products, LLC ("JBTP"), which offers one-stop, value-priced vacation services for self-directed packaged travel planning. These packages offer competitive fares for air travel on JetBlue along with a selection of JetBlue-recommended hotels and resorts, car rentals, and local attractions.
In 2024, we announced plans to launch a domestic first-class experience across our non-Mint® fleet. This will offer an additional option for customers seeking a premium travel experience. We also announced plans for the opening of airport lounges at John F. Kennedy International Airport ("JFK") Terminal 5 and Boston Logan International Airport ("BOS") Terminal C. The JFK lounge is expected to open in late 2025, with the BOS lounge expected to follow shortly thereafter.
Network
We are a predominately point-to-point system carrier with 96% of our routes touching at least one of our six focus cities: New York, Boston, Fort Lauderdale-Hollywood, Orlando, Los Angeles and San Juan. All six of our focus cities are in regions with a diverse mix of traffic.
Leisure traveler focused airlines are often faced with high seasonality. As a result, we continually work to manage our mix of customers to include both business travelers and travelers visiting friends and relatives ("VFR"). VFR travelers tend to be slightly less seasonal and less susceptible to economic downturns than traditional leisure destination travelers. Understanding the purpose of our customers' travel helps us to optimize destinations, strengthen our network, and increase revenue.
As of December 31, 2024, we served 105 destinations ("BlueCities") in 28 states, the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, and 31 countries in the Caribbean and Latin America, Canada and Europe.
We group our capacity distribution based upon geographical regions rather than on mileage or a length-of-haul basis. The historic distribution of available seat miles ("ASMs"), which we also refer to as capacity, by region for the years ending December 31 was:
Capacity Distribution202420232022
Transcontinental27.0 %29.9 %30.8 %
Caribbean & Latin America (1)
35.9 33.2 32.5 
Florida23.8 23.7 24.6 
Other (East, Central, West)8.0 10.1 10.6 
Transatlantic5.3 3.1 1.5 
Total100.0 %100.0 %100.0 %
(1) Domestic operations as defined by the U.S. Department of Transportation ("DOT"), include Puerto Rico and the U.S. Virgin Islands, but for the purposes of the capacity distribution table above, we have included these locations in the Caribbean and Latin America region.
Airline Commercial Partnerships    
Airlines frequently participate in commercial partnerships with other carriers in order to increase customer convenience by providing interline-connectivity, codeshare, complementary flight schedules, frequent flyer program reciprocity, and other joint marketing activities. Our commercial partnerships typically begin as an interline agreement allowing a customer to book a single itinerary with tickets on multiple airlines. On their day of travel, customers have a simplified airport experience with single check-in and bag drop.
Northeast Alliance
In July 2020, JetBlue and American Airlines entered into the Northeast Alliance ("NEA") which was designed to optimize our respective networks at JFK, BOS, LaGuardia Airport ("LaGuardia"), and Newark Liberty International Airport ("Newark").
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On September 21, 2021, the United States Department of Justice, along with the Attorneys General of six states and the District of Columbia filed suit against JetBlue and American Airlines seeking to enjoin the NEA, alleging that it violated Section 1 of the Sherman Act. The court issued a decision on May 19, 2023, permanently enjoining the NEA, and shortly thereafter we initiated a wind down of the NEA. On July 28, 2023, the court issued its Final Judgement and Order Entering Permanent Injunction, which took effect on August 18, 2023. The wind down of the NEA is substantially complete, but remaining impacts could require us to incur additional costs and therefore have an impact on our financial condition and results of operations.
In December 2022 and February 2023, four putative class actions lawsuits were filed in the United States District Court for the Eastern District of New York ("EDNY") and the United States District Court for the District of Massachusetts, respectively, alleging that the NEA violates Sections 1 and 2 of the Sherman Act. Among other things, plaintiffs seek injunctive relief and monetary damages on behalf of a claimed putative class of direct purchasers of airline tickets from JetBlue and American Airlines and, depending on the specific case, other airlines on flights to or from NEA airports from July 16, 2020 through the time that the NEA was in effect and also to the alleged anticompetitive effects of the defendants' conduct. Following denial of a motion to dismiss, discovery has commenced. The Company intends to vigorously defend against these lawsuits. We continue to believe these lawsuits are without merit.
Marketing
JetBlue is a widely recognized and respected global brand. JetBlue created a new category in air travel and our brand stands for offering a great product with competitive fares. We believe this brand has evolved into an important and valuable asset which identifies us as a safe, reliable, and high value airline. Similarly, we believe customer awareness of our brand has contributed to the success of our marketing efforts. It enables us to promote ourselves as a preferred marketing partner with companies across many different industries.
We market our services through advertising and promotions in various media forms including popular social media outlets. We engage in large multi-market programs, local events, and sponsorships across our route network as well as mobile marketing programs. Our targeted public and community relations efforts reflect our commitment to the communities we serve, promote brand awareness, and complement our strong reputation.
Distribution
Our primary and preferred distribution channel to customers is through our website, www.jetblue.com, our lowest cost channel. Our website allows us to more closely control and deliver the JetBlue experience while also offering the full suite of JetBlue Core fare options, EvenMore®, Mint®, JetBlue Vacations®, and other ancillary services.
Our participation in a global distribution system ("GDS") supports our profitable growth, particularly in the business market. We find business customers are more likely to book through a travel agency or a booking product which relies on a GDS platform. Although the distribution cost through this channel is higher than through our website, the average fare purchased through a GDS is generally higher and often covers the increased distribution costs. We currently participate in several major GDSs and online travel agents. Due to the majority of our customers booking travel on our website, we maintain relatively low distribution costs which helps us to offer lower fares to customers.
Customer Loyalty Program
TrueBlue® is our customer loyalty program designed to reward and recognize loyal customers. Members earn points with JetBlue, JetBlue Vacations®, Paisly® by JetBlue and select airline and travel partners. Members can redeem points for any JetBlue-operated flight or flight and hotel package, any time (no blackout dates). Redemption amounts are based on the current price for that trip. TrueBlue Mosaic® is an additional program threshold for our most loyal customers which features four levels, Mosaic 1, Mosaic 2, Mosaic 3 and Mosaic 4.
Our TrueBlue® loyalty program brings many choices and perks for customers. TrueBlue® offers tiles as the way to track and measure progress toward Mosaic status. Tiles are earned based on a combination of travel spend and credit card spend. The program is designed to provide TrueBlue® members many opportunities to get rewarded, even before achieving Mosaic® status. TrueBlue® includes four distinct Mosaic levels, each featuring Mosaic Signature Perks and a selection from the Mosaic Perks You Pick® menu.
We currently have co-branded loyalty credit cards available to eligible U.S. residents, as well as co-brand agreements in Puerto Rico, the Dominican Republic, and the Caribbean to allow cardholders to earn TrueBlue® points. Our co-branded credit cards in the United States are issued in partnership with Barclaycard® on the MasterCard® network. We also have co-branded loyalty credit cards issued by Banco Popular de Puerto Rico and MasterCard® in Puerto Rico, Banco Popular Dominicano and MasterCard® in the Dominican Republic, and CIBC Caribbean and MasterCard® in Barbados, Jamaica, Trinidad, the Bahamas, and the Cayman Islands.
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In 2024, we also expanded the co-brand portfolio with the announcement of a premium co-branded credit card, which launched in January 2025.
We have various agreements with other loyalty partners, including financial institutions, hotels, and car rental companies, that allow their customers to earn TrueBlue® points through participation in our partners' programs. We intend to continue to develop the footprint of our co-branded credit cards and pursue other loyalty partnerships in the future.
OPERATIONS AND COST STRUCTURE
Historically, our cost structure has allowed us to price fares lower than many of our competitors. Our cost advantage relative to some of our competitors was due to, among other factors, high aircraft utilization, new and efficient aircraft, relatively low distribution costs, and a productive workforce. Because our network initiatives and growth plans require a low cost platform, we strive to stay focused on our competitive costs, operational excellence, and efficiency improvements. Due to post-pandemic labor shortages and subsequent collective bargaining agreement renewals, labor costs across the industry have increased significantly.
As of December 31, 2024, we had an operating fleet of 290 aircraft. Refer to Part I, Item 2 "Properties" for additional information on our fleet.
Route Structure
JetBlue's point-to-point system is designed to optimize costs as well as accommodate customers' preference for nonstop itineraries. A vast majority of our operations are centered in the heavily populated Northeast corridor of the U.S., which includes the New York and Boston metropolitan areas. This airspace is some of the world's most congested and drives certain operational constraints. The majority of our flights touch at least one of our six focus cities:
Focus CityNonstop Routes Served
JetBlue Seats Offered (1)
New York metropolitan area (2)
130 14 %
Boston75 25 %
San Juan18 26 %
Fort Lauderdale-Hollywood43 19 %
Orlando28 10 %
Los Angeles18 3 %
(1) Reflects JetBlue's seat share in each focus city which includes regional jet flying compared to the industry as a whole.
(2) Includes JFK, Newark, LaGuardia, and New York's Westchester County Airport.
Our peak levels of traffic over the course of the typical year vary by route. Generally speaking, many of our areas of operations in the Northeast experience ATC delays and weather-related disruptions resulting in increased costs associated with de-icing aircraft, canceling flights, accommodating displaced customers, and crewmember interrupted trip costs. Many of our Florida and Caribbean routes experience bad weather conditions in the summer and fall due to thunderstorms and hurricanes. As we enter new markets, we could be subject to additional seasonal variations along with competitive responses by other airlines.
Fleet Maintenance
Consistent with our core value of safety, our Federal Aviation Administration ("FAA") approved maintenance programs are administered by our technical operations department. We use qualified maintenance personnel who receive comprehensive training. We maintain our aircraft and associated maintenance records in accordance with, if not exceeding, FAA regulations.
Fleet maintenance work is divided into four categories: line maintenance, heavy maintenance, engine maintenance and component maintenance.
The bulk of our line maintenance is handled by JetBlue technicians and inspectors. It consists of service checks, interior maintenance, weekly checks, phased "A" checks and "B" checks, along with periodic diagnostics, routine repairs, departure checks on our transatlantic flights and non-routine component replacements.
Heavy maintenance checks, or base maintenance, consist of a series of more complex maintenance, modification, and inspection tasks taking from one to six weeks to complete and are typically performed once every 36 months. All of our aircraft heavy maintenance work is performed by third-party FAA-certified repair stations and are subject to direct oversight by JetBlue personnel. We contract out heavy maintenance as the costs are lower than if we were to perform the tasks internally.
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Engine maintenance is performed by the original equipment manufacturer of the engines themselves or by their approved network providers. We have fixed price flight hour agreements for the repair, overhaul, modification, and logistics of our Airbus aircraft engines.
Component maintenance on equipment such as auxiliary power units, landing gears, pumps, avionic computers, and in-flight entertainment equipment are all performed by a number of different FAA-certified repair stations that are surveilled and approved by JetBlue. Many of our maintenance service agreements are based on a fixed cost per flight hour. These fixed costs vary based upon the age of the aircraft and other operating factors impacting the related component. Required maintenance not otherwise covered by these agreements is performed on a time and materials basis. All other maintenance activities are sub-contracted to qualified maintenance, repair, and overhaul facilities.
Pratt & Whitney
In July 2023, Pratt & Whitney, a division of RTX Corporation, announced the requirement, mandated by the FAA, for removal of certain engines for inspection due to a rare condition involving powdered metal used in the production of certain engine parts on the PW1100G and PW1500G engine types. These engines power our Airbus A220 and Airbus A321neo fleets. The powdered metal affects engines manufactured between October 2015 and September 2021. Those engines are now required to be inspected after they have reached a reduced number of cycles dependent on the fleet type. As a result of these required inspections and other engine reliability deficiencies, as of December 31, 2024, we had 11 aircraft grounded due to lack of engine availability. The Company currently expects each removed engine to take approximately 360 days to complete a shop visit and return to a serviceable condition.
Aircraft Fuel
Aircraft fuel continues to be one of our largest expenses. Price has been extremely volatile due to global economic and geopolitical factors which we can neither control nor accurately predict. Our 2024 fuel consumption decreased by 4.9% due to lower capacity and our average price per gallon decreased 12.1% compared to 2023. Our historical fuel consumption and costs for the years ended December 31 were:
202420232022
Gallons consumed (millions)853 897 842 
Total cost (millions) (1)
$2,343 $2,807 $3,190 
Average price per gallon (1)
$2.75 $3.13 $3.79 
Percent of operating expenses23.5 %28.5 %33.7 %
(1) Total cost and average price per gallon each include the cost of jet fuel, related taxes, into-plane, transportation, airport fuel flowage, and storage fees. It also includes effective fuel hedging gains and losses.
We attempt to protect ourselves against the volatility of fuel prices by entering into a variety of derivative instruments with underlyings of jet fuel, crude, and heating oil. In 2024, we effectively hedged a portion of exposure to price fluctuations by utilizing call spread options with an underlying of jet fuel. As of December 31, 2024, we did not have any outstanding fuel hedging contracts.
Financial Health
In 2024, we completed our structural cost program to set the foundation for continued cost control through our strategic operating plan, JetForward. We remain focused on maintaining a healthy liquidity balance, ending the year with $3.9 billion of cash and cash equivalents, short term investments and long-term marketable securities.
The net book value of our assets pledged, or committed to be pledged, as security under various financing arrangements increased by $259 million from $7.1 billion at December 31, 2023 to $7.3 billion at December 31, 2024.
JetBlue Ventures
JetBlue Technology Ventures, LLC, ("JetBlue Ventures" or "JBV") is a wholly owned subsidiary of JetBlue. JBV invests in and partners with early-stage startups with goals of improving the travel, hospitality, and transportation industries. As of December 31, 2024 and 2023, our JBV equity investments had an aggregate carrying value of $84 million and $96 million, respectively included in other assets on the consolidated balance sheets.
JetBlue Travel Products
JetBlue Travel Products, LLC ("JBTP"), a wholly owned JetBlue subsidiary, encompasses the JetBlue Vacations® brand, offering integrated travel packages including hotel, cruise, and non-air travel products like insurance, car rentals, and activities. JBTP aims to enhance JetBlue's vision of inspiring humanity by providing comprehensive travel experiences.
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JetBlue Vacations® allows customers to combine JetBlue flights with hotels and cruises, offering savings, exclusive benefits like early boarding, free inflight drinks, and flexible payment options.
JBTP also manages Paisly by JetBlue®, an a la carte travel website offering deals and TrueBlue benefits on cars, stays, activities, and travel bags.
A key partnership with Allianz Partners USA enables JetBlue customers to safeguard their travel plans with comprehensive travel insurance, covering both flights and vacation packages.
HUMAN CAPITAL MANAGEMENT
Our People and Culture
We believe our success depends on our crewmembers delivering the JetBlue experience in the sky and on the ground. One of our competitive strengths is a service-oriented culture rooted in our five key values: safety, caring, integrity, passion, and fun. We believe a highly productive and engaged workforce enhances customer loyalty. Our goal is to hire, train, and retain caring, passionate, fun, and friendly people who share our mission to bring humanity back to air travel.
Sustaining a talent pipeline of skilled aviation professionals is also key to JetBlue's success and we continue to cultivate and build a qualified and engaged workforce, open to individuals regardless of background, through a variety of development programs. These programs provide opportunities for external applicants to pursue a path to joining JetBlue in critical roles and support the continued growth of internal talent, growing leaders from within the organization. Our JetBlue Gateway programs offer a suite of eight distinct paths dedicated to helping support the next generation of pilots and aviation maintenance technicians. Our suite of Gateway programs include pilot and maintenance technician development paths to meet any level of experience and a variety of learning styles for both our internal crewmembers and external applicants.
We provide professional and leadership development programs to elevate the performance and support the career growth of all interested crewmembers. These programs include leadership round tables, online skills-based learning courses through LinkedIn Learning, and principles of leadership sessions for our newly promoted crewleaders.
We believe a direct relationship between crewmembers and our leadership is in the best interest of our crewmembers, our customers, and our stockholders. Our leadership team communicates on a regular basis with all crewmembers to bolster our culture and to keep them informed about news, strategy updates, and challenges affecting the airline and the industry. Effective and frequent communication throughout the organization is fostered through various means including periodic email messages from our CEO and other senior leaders, weekday news updates to all crewmembers, crewmember engagement surveys, open forum meetings across our network referred to as "pocket sessions" and active leadership participation in new hire orientation.
Labor Unions and Non-Unionized Crewmembers
Except for our pilots and inflight crewmembers, our other frontline crewmembers do not have third-party representation.
As of December 31, 2024, approximately 51% of our full-time equivalent crewmembers were represented by unions. The following table sets forth our crewmember groups and the status of their respective collective bargaining agreements.
Crewmember GroupRepresentative
Crewmembers (1)
Amendable Date (2)
PilotsAir Line Pilots Association (ALPA)4,492February 1, 2025
InflightTransport Workers Union (TWU)5,302December 13, 2026
(1) Number of active full-time equivalent crewmembers as of December 31, 2024.
(2) Our relations with our labor organizations are governed by Title II of the Railway Labor Act of 1926, pursuant to which the collective bargaining agreements between us and these organizations do not expire but instead become amendable as of a certain date if either party wishes to modify the terms of the agreement.
On July 14, 2022, TWU filed a representation application with the National Mediation Board ("NMB") seeking an election among the 35 pilot instructors ("Flight Instructors"). JetBlue disputed the TWU's application alleging that Flight Instructors do not constitute a craft or class. On October 26, 2023, the NMB notified the participants that it rejected JetBlue's argument and ordered an election. The Flight Instructors voted for TWU representation. Contract negotiations for an initial collective bargaining agreement ("CBA") began in April 2024 and are ongoing.
We have individual employment agreements with each of our non-unionized FAA licensed crewmembers which consist of dispatchers, technicians, inspectors, and air traffic controllers. Each employment agreement is for a term of five years and automatically renews for an additional five-year term unless either the crewmember or we elect not to renew it by giving at least 90 days' notice before the end of the relevant term. Pursuant to these agreements, these crewmembers can only be terminated for cause. In the event of a downturn in our business, resulting in a reduction of flying and related work hours, we are obligated
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to pay these crewmembers a guaranteed level of income and continue their benefits if they do not obtain other aviation employment.
Our average full-time equivalent crewmembers for the year ended December 31, 2024 consisted of:
Crewmember GroupAverage full-time equivalent crewmembers
Pilots4,497 
Inflight (1)
5,785 
Airport operations3,934 
Technicians (2)
959 
Reservation agents477 
Management and other personnel4,170 
(1) Referred to as flight attendants by other airlines.
(2) Referred to as mechanics by other airlines.
For the year ended December 31, 2024, we employed an average of 19,403 active full-time and 3,390 active part-time crewmembers. Our average number of active full-time equivalent crewmembers decreased by 3.9% compared to 2023.
Crewmember and Community Programs
We are committed to treating our crewmembers and customers with dignity and respect, in line with our mission of bring humanity back to air travel. As such, we support our crewmembers through a number of programs, including a JetBlue scholars program and a crewmember crisis fund.
The JetBlue scholars' program assists crewmembers in earning an undergraduate degree more cost-effectively through online, self-directed, credit approved courses. Crewmembers may also contribute to or participate in our crewmember crisis fund, which provides assistance to JetBlue crewmembers and their immediate family members with short-term financial support in times of crisis and unexpected emergencies when other resources are not available.
JetBlue is committed to supporting the communities and BlueCities we serve through a variety of community programs which focus on the youth and education, community and environment. We also have established the JetBlue Foundation, a 501(c)(3) non-profit corporation, focused on raising awareness for careers in science, technology, engineering and math ("STEM"), and aviation.
Sustainability
JetBlue aims to mitigate risks to promote the long-term sustainability of our business. Customers, crewmembers and our community are key to JetBlue's sustainability strategy.
We are focused on decarbonizing our operations to mitigate the various risks posed to our company. We have integrated science-based environmental risks and opportunities into broader business goals and decision-making processes. In 2022, we received approval from the Science Based Targets Initiative ("SBTi") for our near-term emissions reduction target on the path to net zero. With this target, JetBlue set a goal to reduce well-to-wake (lifecycle) scope 1 and 3 greenhouse gas ("GHG") emissions related to jet fuel by 50% per revenue tonne kilometer by 2035 from a 2019 base year. Aligned with SBTi requirements, JetBlue plans to regularly review and update this target.
We are pursuing the following five key levers to reduce the emissions associated with our business:
(1) Fleet Renewal: Our investments over time in new next generation aircraft are aimed at increasing fuel efficiency and reducing associated costs.
(2) Fuel Optimization: We operate a cross-functional team focused on procedural and technological improvements to drive increased fuel-efficiency in our operations. Opportunities include the promotion of single-engine taxi and single-engine taxi without auxiliary power, improved ground power and pre-conditioned air hookup times when aircraft arrive at gates, investing in ground power infrastructure for use during maintenance, and improvements to dispatch procedures to optimize fueling.
(3) Sustainable Aviation Fuel ("SAF"): SAF is a jet fuel made from renewable resources such as waste fats, oils, and greases, that drops directly into aircraft and infrastructure, which is calculated to be able to reduce emissions by up to roughly 80% per gallon on a lifecycle basis before being blended with conventional jet fuel. SAF is expected to be the airline industry's key contributor to large-scale lifecycle emissions reduction, which is highly dependent on availability and costs of supply. We are regularly flying using SAF from various sources as a portion of our jet fuel usage today. As of December 31, 2024, JetBlue
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had eight public and active SAF partners for current and future supply, which will support our target to convert 10% of our jet fuel usage to blended SAF by 2030.
(4) Electric Ground Operations: Where feasible, we are converting our Ground Service Equipment ("GSE") to electric power and maximizing electric ground power and air systems for our aircraft to minimize our fuel use and emissions on the ramp. We have committed to converting 40% of our GSE to electric power by 2025, and 50% by 2030.
(5) Technology Partnerships: Primarily through our subsidiary JBV, we support and invest in lower-emissions aircraft technologies such as electric and hydrogen aircraft, sustainable aviation fuel and direct air capture technologies. As of December 31, 2024, JBV has invested in 11 sustainability-related companies.
REGULATION
Airlines are heavily regulated, with rules and regulations set by various federal, state, and local agencies. We also operate under specific regulations due to our operations within the high density airspace of the Northeast. Most of our airline operations are regulated by U.S. governmental agencies, including:
DOT - The DOT primarily regulates economic issues affecting air service including, but not limited to, certification and fitness, insurance, consumer protection, and competitive practices. It has the authority to investigate and institute proceedings to enforce its economic regulations, including its tarmac delay, full fare advertising and fair and deceptive practice regulations, and may assess civil penalties, revoke operating authority, and seek criminal sanctions for various levels and manners of non-compliance.
FAA - The FAA primarily regulates flight operations, in particular, matters affecting air safety. This includes but is not limited to airworthiness requirements for aircraft, the licensing of pilots, mechanics and dispatchers, and the certification of flight attendants. It requires each airline to obtain an operating certificate authorizing the airline to operate at specific airports using specified equipment. Like all U.S. certified carriers, JetBlue cannot fly to new destinations without the prior authorization of the FAA. After providing notice and a hearing, the FAA has the authority to modify, suspend temporarily or revoke permanently our authority to provide air transportation or that of our licensed personnel for failure to comply with FAA regulations. It can additionally assess civil penalties for such failures as well as institute proceedings for the imposition and collection of monetary fines for the violation of certain FAA regulations. When significant safety issues are involved, it can revoke a U.S. carrier's authority to provide air transportation on an emergency basis, without providing notice and a hearing. It monitors our compliance with maintenance as well as flight operations and safety regulations. It maintains a requisite level of oversight and performs frequent in-person spot inspections of our aircraft, crewmembers, and records. The FAA also has the authority to issue airworthiness directives and other mandatory orders. This includes the inspection of aircraft and engines, fire retardant and smoke detection devices, collision and wind shear avoidance systems, noise abatement, and the mandatory removal and replacement of aircraft parts that have failed or may fail in the future. We have and maintain FAA certificates of airworthiness for all of our aircraft and have the necessary FAA authority to fly to all of the destinations we currently serve.
Airport Access - Federal regulations, administered by the FAA, manage congestion at three U.S. airports: Ronald Reagan Washington National, LaGuardia, and JFK. A slot is legal permission to conduct an arrival or departure. FAA rules limit the air traffic in and out of these airports during specific times; however, even with the rules in place, delays remain among the highest in the nation due to continuing shortages in the air traffic control workforce. Additionally, we have slots at other slot-controlled airports governed by unique local ordinances not subject to federal regulation as well as international destinations.
Transportation Security Administration and U.S. Customs and Border Protection - The Transportation Security Administration ("TSA"), and the U.S. Customs and Border Protection ("CBP"), operate under the Department of Homeland Security and are responsible for all civil aviation security. This includes passenger and baggage screening; cargo security measures; airport security; assessment and distribution of intelligence; security research and development; international passenger screening; customs; and agriculture. They also have enforcement powers and the authority to issue regulations, including in cases of national emergency, without a notice or comment period. They can also assess civil penalties for such failures as well as institute proceedings for the imposition and collection of monetary fines for the violation of certain regulations.
Taxes & Fees - The airline industry is one of the most heavily taxed industries in the U.S. Airlines are obligated to fund all of the taxes and fees imposed on them regardless of their ability to pass these charges on to the customer.
State and Local - In addition to the federal regulations with which we must comply, we are also subject to state and local laws and regulations in the states in which we operate and the regulations of various local authorities operating the airports we serve.
Foreign Operations - International air transportation is subject to extensive government regulation. The availability of international routes to U.S. airlines is regulated by treaties and related agreements between the U.S. and foreign governments.
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To the extent we seek to provide air transportation to additional international markets in the future, we would be required to obtain necessary authority from the DOT and the FAA as well as the applicable foreign government.
We believe we are operating in compliance with DOT, FAA, TSA, CBP and applicable international regulations and hold all necessary operating and airworthiness authorizations and certificates. Should any of these authorizations or certificates be modified, suspended, or revoked, our business could be materially adversely affected.
Other
Environmental - We are subject to various federal, state and local laws relating to the protection of the environment. This includes the regulation of GHG emissions, the discharge or disposal of materials and chemicals, as well as the regulation of aircraft noise administered by numerous state and federal agencies.
The Airport Noise and Capacity Act of 1990 recognizes the right of airport operators with special noise problems to implement local noise abatement procedures as long as those procedures do not interfere unreasonably with the interstate and foreign commerce of the national air transportation system. Certain airports, including San Diego airport, have established restrictions to limit noise which can include limits on the number of hourly or daily operations and the time of such operations. These limitations are intended to protect the local noise-sensitive communities surrounding the airport. Our scheduled flights at San Diego airport are in compliance with the noise curfew limits, but we may violate these curfews on occasion when we experience irregular operations.
Concern over climate change, including the impact of global warming, has led to significant U.S. and international legislative and regulatory efforts to limit GHG emissions, including our aircraft and ground operations emissions. In October 2016, the International Civil Aviation Organization ("ICAO") passed a resolution adopting the Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA"), which is a global, market-based emissions offset program intended to promote carbon-neutral growth beyond 2020. Annual international emissions reporting is required via CORSIA as of the 2019 reporting year, and offsetting compliance relative to a predetermined baseline is scheduled to be implemented through multiple phases that began in 2021. ICAO originally defined the baseline as the average emissions from covered flights in 2019 and 2020. However, in 2020, given the impacts of COVID-19 which dramatically reduced 2020 emissions, ICAO agreed that the baseline from which the industry achieves carbon neutral growth would be from 2019 only. ICAO continues to develop details regarding implementation, but we expect compliance with CORSIA will increase our operating costs.
Foreign Ownership - Under federal law and DOT regulations, JetBlue must be controlled by U.S. citizens. In this regard, our chief executive officer and at least two-thirds of our Board must be U.S. citizens. Further, no more than 25% of our outstanding common stock may be voted by non-U.S. citizens. We believe we are currently in compliance with these requirements.
Other Regulations - All airlines are subject to certain provisions of the Communications Act of 1934 due to their extensive use of radio and other communication facilities. They are also required to obtain an aeronautical radio license from the Federal Communications Commission ("FCC"). To the extent we are subject to FCC requirements, we take all necessary steps to comply with those requirements. Similarly, we are subject to various market and consumer protection laws and regulations promulgated by the Federal Trade Commission ("FTC"). The FTC has promulgated guidelines on certain environmental marketing claims and is currently reviewing such guidelines for potential updates, including potentially initiating rule making relating to such claims under its FTC Act authority. Similar laws in other jurisdictions, including various U.S. states, include similar or more stringent regulations on such marketing claims.
Our labor relations are covered under Title II of the Railway Labor Act of 1926 and are subject to the jurisdiction of the NMB.
In addition, during periods of fuel scarcity, access to aircraft fuel may be subject to federal allocation regulations.
Civil Reserve Air Fleet - We are a participant in the Civil Reserve Air Fleet Program, which permits the U.S. Department of Defense to utilize our aircraft during national emergencies when the need for military airlift exceeds the capability of military aircraft. By participating in this program, we are eligible to bid on and be awarded peacetime airlift contracts with the U.S. military.
Insurance
We carry various types of insurance customary in the airline industry and at amounts deemed adequate to protect us and our property as well as comply with both federal regulations and certain credit and lease agreements.
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WHERE YOU CAN FIND OTHER INFORMATION
Our website is www.jetblue.com. Information contained on our website is not part of this Report. Information we furnish or file with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to or exhibits included in these reports are available for download, free of charge, on our website soon after such reports are filed with or furnished to the SEC. Our SEC filings, including exhibits filed therewith, are also available on the SEC's website at www.sec.gov.
ITEM 1A.    RISK FACTORS
We are subject to various risks that make an investment in our securities risky. The events and consequences discussed in these risk factors could, in circumstances we may or may not be able to accurately predict, recognize, or control, have a material adverse effect on our business, liquidity, financial condition, and results of operations. In addition, these risks could cause our actual results to differ materially from those we express in forward-looking statements contained in this Annual Report or in other Company communications. You should read the following section in conjunction with the following sections of this Report: Part II. Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," our consolidated financial statements and the related notes, included in Part II. Item 8 and our "Forward-Looking Information."
RISKS RELATED TO JETBLUE
Competitive Risks
We operate in an extremely competitive industry.
The domestic airline industry is characterized by low profit margins, high fixed costs, and significant competition. We currently compete with other airlines on all of our routes. Most of our competitors are larger and have greater financial resources and name recognition than we do. Following our entry into new markets or expansion of existing markets, some of our competitors have chosen to add service or engage in extensive price competition. Unanticipated shortfalls in expected revenues as a result of price competition or in the number of passengers carried would negatively impact our financial results and harm our business. We also face competition from surface transportation and technological alternatives to travel, such as virtual meetings, teleconferencing and videoconferencing, particularly during periods of unfavorable economic conditions. The extremely competitive nature of the airline industry could prevent us from attaining the level of passenger traffic or maintaining the level of fares required to maintain profitable operations in new and existing markets and could impede our ability to execute on our growth and profitability strategies, including JetForward, which would harm our business.
Furthermore, there have been numerous mergers and acquisitions within the airline industry over the years, as well as cooperative marketing alliances and joint ventures. The industry may continue to change. Any business combination, or other industry consolidation could significantly alter industry conditions and competition within the airline industry. Additionally, the current political climate may alter or prevent industry consolidation and growth. Lastly, if a traditional network airline were to fully develop a low-cost structure, or if we were to experience increased competition from low cost carriers or new entrants, our business could be materially adversely affected.
We have also used certain assets from our TrueBlue® loyalty program as collateral for the TrueBlue® Financing, which contains covenants that impose restrictions on certain amendments or changes to certain of our TrueBlue® loyalty program agreements provided as collateral under the TrueBlue® Financing and other aspects of the TrueBlue® loyalty program. These competitive factors and covenants (to the extent applicable) may affect our ability to attract and retain customers, increase usage of our loyalty program and maximize the revenue generated by our loyalty program.
We may be subject to competitive risks due to the long-term nature of our fleet order book.
At present, we have existing aircraft commitments through 2033. As technological evolution occurs in our industry, through the use of composites and other innovations, we may be competitively disadvantaged because we have existing extensive fleet commitments that could prohibit us from adopting new technologies on an expedited basis. Unanticipated delays may require the Company to operate existing aircraft beyond the point at which it is economically optimal to retire them, resulting in increased maintenance costs, or reductions to the Company's schedule, thereby reducing revenues.
Operational Risks
We may not be successful in executing elements of our strategic operating plan, which may have a material adverse impact on our reputation, business, operating results, and financial condition.
JetForward, the Company's strategic operating plan, includes initiatives aimed at enhancing our service, developing and maintaining our leisure network, identifying and providing the products and perks our customers value and promoting a secure financial future. In developing our JetForward plan, we made certain assumptions including, but not limited to, customer demand (in light of changing economic conditions), fuel costs, delivery of aircraft, aircraft certification approval timelines,
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labor market constraints and related costs, supply chain constraints, inflationary pressures, voluntary or mandatory groundings of aircraft, our regional network, competition, market consolidation and other macroeconomic and geopolitical factors. Actual conditions may be different from our assumptions at any time and could cause us to further adjust our strategic operating plan. In addition, we cannot provide any assurance that we will be able to successfully execute our strategic plan, that the growth that we anticipate will occur through execution of our strategic plan will not exacerbate any other risk described herein, that our strategic plan will not result in additional unanticipated costs, that our suppliers will timely provide adequate products or support for our products (including but not limited to engine support and certification of aircraft) or that our strategic plan will result in improvements in future financial performance. If we do not successfully execute our JetForward or other strategic plans, or if actual results vary significantly from our expectations, our business, operating results, financial condition and market capitalization could be materially and adversely impacted. The failure to successfully structure our business to meet market conditions could have a material adverse effect on our business, operating results and financial condition.
Our business is highly dependent on the availability of fuel, and fuel is subject to price volatility.
Our results of operations are heavily impacted by the price and availability of fuel. Fuel costs comprise a substantial portion of our total operating expenses. Historically, fuel costs, such as US Gulf Coast Jet, have been subject to wide price fluctuations, ranging from a low of $1.91 per gallon to a high of $4.41 per gallon from January 1, 2022 to December 31, 2024. These fluctuations are based on geopolitical factors as well as supply and demand. The availability of fuel is not only dependent on crude oil but also on refining capacity. When even a small amount of the domestic or global oil refining capacity becomes unavailable, supply shortages can result for extended periods of time. The availability of fuel is also affected by demand for home heating oil, gasoline and other petroleum products, as well as crude oil reserves, dependence on foreign imports of crude oil and potential hostilities in oil producing areas of the world. Given our large dependency on New York harbor jet fuel, we may be impacted more than our competitors by these price spikes due to decreases in refining capacity and increases in US exports filling the void left by Russia. The price per gallon for New York harbor jet fuel has ranged from a low of $1.97 to $7.59 per gallon from January 1, 2022 to December 31, 2024. Because of the effects of these factors on the price and availability of fuel, the cost and future availability of fuel cannot be predicted with any degree of certainty.
Our aircraft fuel purchase agreements do not protect us against price increases or guarantee the availability of fuel. Additionally, some of our competitors may have more leverage than we do in obtaining fuel. We have and may continue to enter into a variety of option contracts and swap agreements for crude oil, heating oil, and jet fuel to partially protect against significant increases in fuel prices. However, such contracts and agreements do not completely protect us against price volatility, are limited in volume and duration, and can be less effective during volatile market conditions and may carry counterparty risk. Under the fuel hedge contracts we may enter from time to time, counterparties to those contracts may require us to fund the margin associated with any loss position on the contracts. Meeting our obligations to fund these margin calls could adversely affect our liquidity.
Due to the competitive nature of the domestic airline industry, at times we have not been able to adequately increase our fares to offset the increases in fuel prices nor may we be able to do so in the future. Future fuel price increases, continued high fuel price volatility or fuel supply shortages may result in a curtailment of scheduled services and could have a material adverse effect on our financial condition and results of operations.
Our maintenance costs will increase as our fleet ages.
Our maintenance costs will increase as our fleet ages. In the past, we have incurred lower maintenance expenses because most of the parts on our aircraft were under multi-year warranties, but many of these warranties on JetBlue's existing fleet types have expired. If any maintenance provider with whom we have a flight hour agreement fails to perform or honor such agreements, we could incur higher interim maintenance costs until we negotiate new agreements. Furthermore, we expect to continue to implement various fleet modifications over the next several years to facilitate our aircraft's continued efficiency, modernization, brand consistency, and safety. These fleet modifications require significant investment over several years, some of which involve taking aircraft out of service for days or weeks at a time.
Our salaries, wages, and benefits costs will increase as our workforce ages.
As our crewmembers' tenure with JetBlue matures, our salaries, wages, and benefits costs increase. As our overall workforce ages, we expect the cost of our medical and related benefits to increase as well, despite an increased corporate focus on crewmember wellness. As part of our overall profitability strategy, we periodically offer voluntary separation packages to certain employees, with the goal of reducing fixed costs by giving people who work in a number of corporate functions, in our airports, and in our customer support centers the opportunity to leave JetBlue with a departing pay and benefits package. There can be no assurance that these measures will lead to a significant reduction in costs.
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A material reduction in the rate of interchange reimbursement fees could have an adverse effect on JetBlue's business and operating results.
The TrueBlue® loyalty program operated by us, and the programs operated by our TrueBlue® partners and the payment card transactions conducted in connection with such programs, are significantly impacted by the rate of interchange reimbursement fees (i.e., the fees charged to merchants by the issuing banks), for which rates have historically been set by card processing networks. Interchange reimbursement fees continue to be subject to increased government regulation globally, and such regulations may be conflicting across jurisdiction in which we operate. It may be complex, costly, or infeasible to comply with such regulations, which could have an adverse effect on JetBlue's business and operating results. In addition, regulatory authorities and central banks in a number of jurisdictions have been reviewed or are reviewing these fees and related practices, and may enact regulations that exert downward pressure on such fees. For example, regulations adopted by the U.S. Governors of the Federal Reserve System ("Federal Reserve") cap the maximum U.S. debit interchange reimbursement rate received by card issuers operating in the U.S. with assets of $10 billion or more at 21 cents plus 5 basis points per transaction, plus a possible fraud adjustment of 1 cent. There has also been proposed revisions to the limits on interchange reimbursement fees set by the Federal Reserve and previously been bipartisan legislation that would limit interchange reimbursement fees for credit card transactions which, if enacted, could fundamentally alter the profitability of our agreements with co-branded credit card partners and the benefits we provide to our consumers through the co-branded credit cards issued by these partners. A material decease in the rate of interchange reimbursement fees, either voluntarily by card processing networks or mandated by authorities, would adversely affect the TrueBlue® loyalty program, as well as the loyalty programs that our airline partners operate, and would have an adverse effect on JetBlue's business and operating results. There can be no assurance that there will not be a material decrease in interchange reimbursement fees, including due to new laws or regulatory action by the government.
Because we derive a portion of our revenues from operations outside the United States, the risks of doing business internationally, or in a particular country or region, could lower our revenues, increase our costs, reduce our profits, or disrupt our business.
We currently operate in 31 countries around the world. Our available seat miles that take off or land outside the United States and Canada represented approximately 39% of our revenues for the year ended December 31, 2024. Over the long term, we expect our international operations may account for an increasing portion of our total revenues and available seat miles. Expansion into new international markets may have risks due to factors specific to those markets. In connection with our international operations, we are required to comply with U.S. and other applicable economic and trade sanctions laws and regulations, which restrict our ability to transact and deal with certain countries, regions, governments, and persons.
We have expanded and expect to continue to expand our service to countries in the Caribbean and Latin America, some of which have less developed legal systems, financial markets, and business and political environments than the United States, and therefore present greater political, legal, regulatory, economic, and operational risks. We emphasize legal compliance and have implemented and continue to implement and refresh policies, procedures and certain ongoing training of crewmembers with regard to business ethics and compliance, compliance with economic and trade sanctions, anti-corruption policies and many key legal requirements; however, there can be no assurance our crewmembers or third-party service providers will adhere to our code of business conduct, anti-corruption and trade compliance policies, other Company policies, or other legal requirements. If we fail to enforce our policies and procedures properly or maintain adequate record-keeping and internal accounting practices to accurately record our transactions, we may be subject to sanctions. In the event we believe or have reason to believe our crewmembers have or may have violated applicable laws or regulations, we may be subject to investigation costs, potential penalties and other related costs which in turn could negatively affect our reputation, and our results of operations and cash flow.
In addition, to the extent we continue to grow our business both domestically and internationally, opening new markets requires us to commit a substantial amount of resources even before the new services commence. Expansion is also dependent upon our ability to maintain a safe and secure operation and requires additional personnel, equipment, and facilities.
As a result, we are subject to the risks of doing business outside the United States, including:
•the costs of complying with laws, regulations, and policies (including taxation policies) of foreign governments relating to investments and operations, the costs or desirability of complying with local practices and customs, and the impact of various anti-corruption and other laws affecting the activities of U.S. companies abroad;
•evolving local data residency requirements that require data to be stored only in and, in some cases, also to be accessed only from within, a certain jurisdiction;
•U.S. and foreign taxation of income earned abroad;
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•import and export licensing requirements and regulations, as well as unforeseen changes in regulatory requirements, including imposition of tariffs or embargoes, import or export regulations, controls, and other trade restrictions;
•political and economic instability, including as a result of the ongoing conflict between Russia and Ukraine;
•fluctuations in GDP, interest and currency exchange rates, civil disturbances, government instability, nationalization and expropriation of private assets, trafficking and the imposition of taxes or other charges by governments;
•health and safety protocols, including global care and cleanliness certifications, at the airports in which we operate;
•the complexity of managing an organization doing business in many jurisdictions;
•uncertainties as to local laws and enforcement of contract and intellectual property rights and occasional requirements for onerous contract clauses; and
•rapid changes in government, economic, and political policies; political or civil unrest; acts of terrorism; or the threat of international boycotts or U.S. anti-boycott legislation.
While these factors and the impact of these factors are difficult to predict, any one or more of them could lower our revenues, affect our operations, increase our costs, reduce our profits, or disrupt our business. The occurrence of any of these events in markets served by us and the resulting instability may adversely affect our business.
Moreover, the Organization for Economic Co-operation and Development (the "OECD") has announced an accord commonly referred to as "Pillar Two" to set a minimum global corporate tax rate of 15%, which is being or may be implemented in many jurisdictions, including the United States. The OECD is also issuing guidelines that are different, in some respects, than current international tax principles, and adoption of these guidelines may increase tax uncertainty and increase taxes applicable to us. We cannot predict whether the U.S. Congress or any other governmental body may enact new tax legislation or tax regulations, or offer any assurance that new legislation or regulations, including changes to existing laws and regulations, will not have an adverse effect on our business, results of operations, financial condition or prospects.
Our high aircraft utilization rate helps us keep our costs low, but also makes us vulnerable to delays and cancellations; such delays and cancellations could reduce our profitability and harm our reputation.
We maintain a high daily aircraft utilization rate, which is the amount of time our aircraft spend in the air carrying passengers. High daily aircraft utilization is achieved in part by reducing turnaround times at airports so we can fly more hours on average in a day. Aircraft utilization is reduced by delays and cancellations from various factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion, infrastructure failures (such as technical issues with air-traffic control systems), unscheduled maintenance events, issues associated with the availability and effectiveness of air traffic personnel, and labor shortages, including with respect to pilots. The majority of our operations are concentrated in the Northeast and Florida, which are particularly vulnerable to weather and congestion delays. Reduced aircraft utilization may limit our ability to achieve and maintain profitability as well as lead to customer dissatisfaction and reputational harm.
Our business is highly dependent on the New York metropolitan market and increases in competition or congestion or a reduction in demand for air travel in this market, or governmental reduction of our operating capacity at JFK, could harm our business.
We are highly dependent on the New York metropolitan market where we maintain a large presence with approximately one-half of our daily flights having JFK, LaGuardia, Newark, or Westchester County Airport as either their origin or destination. We have historically experienced an increase in flight delays and cancellations at these airports due to airport congestion which has adversely affected our operating performance and results of operations. Our business could be further harmed by an increase in the amount of direct competition we face in the New York metropolitan market or by continued or increased congestion, delays or cancellations. Our business would also be harmed by any circumstances causing a reduction in demand for air transportation in the New York metropolitan area, such as adverse changes in local economic conditions, health concerns, climatic concerns (including adverse weather and sea-level rise), negative public perception of New York City, acts of terrorism, or significant price or tax increases linked to increases in airport access costs and fees imposed on passengers. In addition, ATC staffing shortages in the Northeast and Florida have forced us to cut back our capacity plans to help protect our operations. The FAA has granted a temporary slot relief of 10% until October 2025, but there is no guarantee that relief will be extended and ATC staffing shortages may continue beyond the period of relief.
Extended interruptions or disruptions in service at one or more of our focus cities could have a material adverse impact on our operations.
Our business is heavily dependent on our operations in the New York Metropolitan area, particularly at JFK, and in our other focus cities: Boston, Orlando, Fort Lauderdale, the Los Angeles basin, and San Juan. Each of these operations includes
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flights that gather and distribute traffic to other major cities. A significant interruption or disruption in service at one or more of our focus cities could have a serious impact on our business, financial condition, and results of operations.
We may be impacted by increases in airport expenses relating to infrastructure and facilities, as well as by infrastructure disruptions or failures.
In order to operate within our current markets as well as continue to grow in new markets, we must be able to obtain adequate infrastructure and facilities within the airports we serve. This includes gates, check-in facilities, operations facilities, and landing slots, where applicable. The costs associated with these airports are often negotiated on a short-term basis with the airport authority and we could be subject to increases in costs on a regular basis with or without our approval. There is a possibility that airport authorities, suffering from revenue shortfalls due to the pandemic, may attempt to recover those shortfalls by passing along the costs or increasing rents or fees to airline tenants.
Our operations may in the future be impacted by disruptions associated with the current ATC system utilized by the U.S. government. The air traffic controller shortage and outdated ATC system has led to short-term capacity constraints imposed by government agencies and has resulted in delays and disruptions of air traffic during peak travel periods in certain markets due to its inability to handle demand and reduced resiliency in the event of a failure causing flight cancellations and delays. Failure to ensure adequate ATC controller staffing and update the ATC system in a timely manner and the substantial funding requirements of a modernized ATC system that may be imposed on air carriers may have an adverse impact on the Company's financial condition or operating results.
Our results of operations fluctuate due to seasonality, weather, and other factors.
We expect our quarterly operating results to fluctuate due to seasonality including high vacation and leisure demand generally occurring on our Florida and Caribbean routes between October and April and on our western routes during the summer. Actions of our competitors and travel restrictions may also contribute to fluctuations in our results. We are more susceptible to adverse weather conditions, including snow storms and hurricanes, than some of our competitors as a result of our operations being concentrated on the East Coast. Certain of these seasonal factors, including adverse weather conditions in the East Coast, Florida and Caribbean, have been adversely affected by climate change in recent years, and are likely to continue to be adversely exacerbated by the physical effects of climate change for the foreseeable future. As we enter new markets we could be subject to additional seasonal variations along with any competitive responses to our entry by other airlines. Price changes in aircraft fuel as well as the timing and amount of maintenance and advertising expenditures may also impact our operations. As a result of these factors, quarter-to-quarter comparisons of our operating results may not be a good indicator of our future performance. In addition, it is possible in any future period our operating results could be below the expectations of investors and any published reports or analysis regarding JetBlue. In such an event, the price of our common stock could decline, perhaps substantially.
We are subject to the risks of having a limited number of suppliers for our aircraft, engines, and our Fly-Fi® product.
Our current dependence on five specific types of aircraft and engines for all of our flights makes us vulnerable to any significant problems associated with Pratt & Whitney Geared Turbofan Engines (the "PW1100G"), on our A321neo fleet; International Aero Engines (the "IAE V2533-A5"), on our Airbus A321 fleet, International Aero Engines (the "IAE V2527-A5"), on our Airbus A320 fleet, collectively (the "V2500") engine type; Pratt & Whitney Geared Turbofan Engines (the "PW1500G"), on our A220 fleet; and General Electric Engines (the "CF34-10"), on our Embraer E190 fleet. This could include, but is not limited to design defects, mechanical problems, contractual performance, such as delivery delays by the manufacturers, or adverse perception by the public which may result in customer avoidance or in actions by the FAA that would impede our ability to operate our aircraft. In the event of design defects or mechanical problems, we cannot be certain that any remediation steps will be effective, which may lead to a material, adverse effect on our business, operating results, and financial condition.
In July 2023, Pratt & Whitney, a division of RTX Corporation, announced the requirement, mandated by the FAA, for removal of certain engines for inspection due to a rare condition involving powdered metal used in the production of certain engine parts on the PW1100G and PW1500G engine types. These engines power our Airbus A220 and Airbus A321neo fleets. The powdered metal affects engines manufactured between October 2015 and September 2021. Those engines are now required to be inspected after they have reached a reduced number of cycles dependent on the fleet type. As a result of these required inspections and other engine reliability deficiencies, as of December 31, 2024, we had 11 aircraft grounded due to lack of engine availability. The Company currently expects each removed engine to take approximately 360 days to complete a shop visit and return to a serviceable condition. We currently expect aircraft out of service in 2025 to average in the mid-to-high teens. Given that we expect to have a certain number of aircraft groundings into 2025 and beyond, we plan to continue to assess the resulting impact on our future capacity plans. We are currently working with Pratt & Whitney on a resolution and any potential remediation steps remains uncertain. Carriers operating a more diversified fleet are better positioned than we are to manage such events.
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Our Fly-Fi® service uses technology and satellite access through our agreement with Thales Avionics, Inc. ("Thales"). An integral component of the Fly-Fi® system is the antenna, which is supplied to us by Thales. If Thales were to stop supplying us with its antennas for any reason, we would have to incur significant costs to procure an alternate supplier. Additionally, if the satellites Fly-Fi® uses were to become inoperable for any reason, we would have to incur significant costs to replace the service.
Remaining impacts of the wind down of our Northeast Alliance with American Airlines may result in additional costs that have an adverse impact on our business, financial condition and results of operations.
In July 2020, JetBlue and American entered into the NEA which was designed to optimize our respective networks at JFK, LaGuardia, and BOS (the "NEA Airports"). On September 21, 2021, the United States Department of Justice, along with the Attorneys General of six states and the District of Columbia filed suit against JetBlue and American seeking to enjoin the NEA, alleging that it violates Section 1 of the Sherman Act. The court issued a decision on May 19, 2023, permanently enjoining the NEA, and shortly thereafter we initiated a wind down of the NEA. On July 28, 2023, the court issued its Final Judgement and Order Entering Permanent Injunction, which took effect on August 18, 2023. The wind down of the NEA is substantially complete, but remaining impacts, including the outcome of putative class action lawsuits involving the NEA, could require us to incur additional costs and therefore have an impact on our financial condition and results of operations.
Tariffs imposed on commercial aircraft and related parts imported from outside the United States, or tariffs that may be escalated over time, may have a material adverse effect on our fleet, business, financial condition, and results of operations.
Certain of the products and services that we purchase, including aircraft and related parts, are sourced from suppliers located outside the United States, and the imposition of new tariffs, or any increase in existing tariffs, by the U.S. government on the importation of such products or services could materially increase the amounts we pay for them.
We may seek to postpone or cancel delivery of certain aircraft or parts currently scheduled for delivery or purchase, and we may choose not to purchase in the future as many aircraft as we intended. In addition, should additional or different retaliatory tariffs be imposed, our business could be harmed. Any such action could have a material adverse effect on the size of our fleet, business, financial condition, and results of operations.
Stockholder activism has and could in the future disrupt our business, cause us to incur significant expenses, hinder execution of our business strategy, and impact our stock price.
The Company has been and may continue to be subject to actions from activist shareholders or others that may not align with its business strategies or may not be in the best interests of all of its shareholders. Shareholder activism has resulted in, and could in the future result in, substantial costs, such as legal fees and expenses, and divert management's and our Board's attention and resources from our business and strategic plans. Additionally, shareholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with our customers, partners, licensees, business partners or other investors, make it more difficult to attract and retain qualified personnel, and cause our stock price to fluctuate based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. These risks could adversely affect our business and operating results.
Information Security and Privacy Related Risks
Our reputation and business may be harmed, and we may be subject to legal claims if there is disruption to our information technology systems or loss, unlawful disclosure or misappropriation of, or unsanctioned access to, our customers', crewmembers', business partners' or our own information or other breaches of our information security.
We rely on computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, "IT Systems"). We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems and related products and services, including but not limited to cloud computing services and encryption and authentication technologies licensed from third parties for credit card processing activities. In addition, we and certain of our third-party providers collect, process, and maintain data about customers, crewmembers, employees, contractors, business partners and others, including credit card data and personally identifiable information, as well as trade secrets, financial information and other sensitive and proprietary business information (collectively, "Confidential Information"). The secure maintenance and transmission of customer and crewmember information, in particular, is a critical element of our operations.
We face numerous and evolving cybersecurity and privacy risks and threats, such as criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, social engineering, employee malfeasance, and human or technological error, including misconfigurations, bugs, and other vulnerabilities in software and hardware that support our operations. High-profile cyberattacks and security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of cyberattacks targeting businesses such as ours. Because we make extensive use of third-party providers, such as online services and centralized data processing, successful cyberattacks that disrupt or result in unauthorized access to third-party IT Systems beyond our control could materially impact
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our business. Given the nature of complex systems, software and services like ours, and the scanning tools that we and our third parties deploy across our IT Systems, we regularly identify and track security vulnerabilities. We are unable to comprehensively apply patches or confirm that measures are in place to mitigate all such vulnerabilities, or that patches will be applied before vulnerabilities are exploited by a threat actor. If attackers are able to exploit vulnerabilities before patches are installed or mitigating measures are implemented, significant compromises could impact IT Systems and Confidential Information.
Threat actors routinely attempt to disrupt or gain access to our IT Systems and Confidential Information. While we make significant efforts to design and implement security measures, we cannot provide any assurances that our efforts will defend against all cyberattacks. We remain vulnerable to denial-of-service attacks, viruses, malicious software (for example, ransomware), zero-day vulnerabilities, social engineering/phishing, breaches of our security policies and controls, and the negligence or malfeasance of parties who have or obtain access to our IT Systems or Confidential Information. For example, threat actors regularly attempt to fraudulently induce our crewmembers, customers, and others to disclose Confidential Information or provide access to our IT Systems.
We have experienced cyberattacks and other incidents in the past, and will continue to experience varying degrees of attacks and incidents in the future. While to date no incidents have had a material impact on our business or financial results, we cannot guarantee that material incidents will not occur in the future. Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors become increasingly sophisticated in leveraging techniques and tools (including artificial intelligence) that circumvent security controls, evade detection and even remove forensic evidence. This means we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact on our IT Systems or Confidential Information. There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.
Any compromises to the confidentiality, integrity or availability of our IT Systems or Confidential Information could have a material adverse effect on our reputation, business, operating results, and financial condition, and could result in a loss of customers. For example, personal information may be lost, disclosed, accessed, or taken without consent. Additionally, any material failure by us to achieve or maintain compliance with the Payment Card Industry Data Security Standards, ("PCI DSS") and related requirements or rectify a security issue may result in fines and the imposition of restrictions on our ability to accept credit cards as a form of payment. Any such loss, disclosure or misappropriation of, or access to, customers', crewmembers' or business partners' information or other breach of our information security or IT Systems can result in legal claims or legal proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts that cause us to lose existing or future customers, and/or significant incident response, system restoration/remediation and regulatory compliance costs. Any or all of the foregoing could materially adversely affect our business, operating results, and financial condition. Furthermore, the loss, disclosure or misappropriation of our business information may materially adversely affect our business, operating results, and financial condition. While we evaluate and procure insurance policies that are intended to address liabilities and losses associated with cybersecurity risks and threats, there is no guarantee that any policies would cover any or all of the losses associated with a cyberattack or other security incident, or that we will be able to procure such coverage in the future.
Data security compliance requirements could increase our costs, and any significant data breach could disrupt our operations and harm our reputation, business, results of operations and financial condition.
We are subject to increasing legislative, regulatory, and customer focus on privacy issues and data security. Our business requires the appropriate and secure utilization of customer, crewmember, business partner, and other sensitive information. We cannot be certain that advances in criminal capabilities (including cyberattacks or cyber intrusions over the Internet, malware, computer viruses, and the like), discovery of new vulnerabilities or attempts to exploit existing vulnerabilities in our systems, other data thefts, physical system or network break-ins or inappropriate access, or other developments will not compromise or breach the technology protecting the networks that access and store sensitive information. The risk of a security breach or disruption, particularly through cyberattack or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased.
Furthermore, there has been heightened legislative and regulatory focus on data security in the U.S. and abroad, including requirements for varying levels of customer notification in the event of a data breach. Federal and state regulations in the cybersecurity and privacy area continue to develop and evolve, including laws in jurisdictions such as California that provide for potential statutory damages in certain types of data breaches. International regulations add complexity as we expand our services and include more passengers from other countries. Many of our commercial business partners, including credit card companies, have imposed data security standards that we must meet. In particular, we are required by the PCI DSS Council, founded by the credit card companies, to comply with their highest level of data security standards. We will continue our efforts
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to meet the privacy and data security obligations; however, it is possible that certain new obligations may be difficult to meet and could increase our costs.
A significant data security breach or our failure to comply with applicable U.S. or foreign data security regulations or other data security standards may expose us to litigation, claims for contract breach, fines, sanctions or other penalties, which could disrupt our operations, harm our reputation, and materially and adversely affect our business, results of operations, and financial condition. The costs to remediate breaches and similar system compromises that do occur could be material. In addition, as cyber criminals become more frequent, intense, and sophisticated, the costs of proactive defensive measures may increase. Failure to address these issues appropriately could also give rise to additional legal risks, which, in turn, could increase the size and number of litigation claims and damages asserted or subject us to enforcement actions, fines and penalties, and cause us to incur further related costs and expenses.
We rely heavily on automated systems to operate our business; any failure of these systems could harm our business.
We are dependent on a broad range of IT Systems, for example, automated systems and technology to operate our business, enhance the JetBlue experience, and achieve low operating costs. The performance and reliability of our automated systems and data centers is critical to our ability to operate our business and compete effectively. These systems include our computerized airline reservation system, flight operations system, telecommunications systems, website, maintenance systems, check-in kiosks, and our primary and redundant data centers. Our website and reservation system must be able to securely accommodate a high volume of traffic and deliver important flight information. These systems require upgrades or replacement periodically, which involve implementation and other operational risks. Our business may be harmed if we fail to operate, replace or upgrade our systems or data center infrastructure successfully.
We rely on third-party providers of our current automated systems and data center infrastructure for technical support. If our current providers were to fail to adequately provide technical support for any one of our key existing systems or if new or updated components were not integrated smoothly, we could experience service disruptions, which could result in the loss of important data, increase our expenses, decrease our revenues and generally harm our business, reputation, and brand. Furthermore, our automated systems cannot be completely protected against events beyond our control, including natural disasters, computer viruses, cyberattacks, other security breaches, or telecommunications failures. Substantial or sustained system failures could impact customer service and result in our customers purchasing tickets from other airlines. We have implemented security measures, and change control procedures and have disaster recovery plans. We also require our third-party providers to have disaster recovery plans; however, we cannot assure you these measures are adequate to prevent disruptions, which, if they were to occur, could result in the loss of important data, increase our expenses, decrease our revenues, and generally harm our business, reputation, and brand.
Compliance with ever-evolving federal, state, and foreign laws and other requirements relating to the handling of information about individuals necessitates significant expenditure and resources, and any failure by us or our vendors to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.
In connection with running our business, we receive, store, use and otherwise process information that relates to individuals and/or constitutes "personal data," "personal information," "personally identifiable information," or similar terms under applicable data privacy laws (collectively, "Personal Information"), including from and about actual customers, as well as our employees, crew members, and business contacts. We also depend on a number of third-party vendors in relation to the operation of our business, a number of which process Personal Information on our behalf.
We and our vendors are subject to a variety of federal, state and foreign data privacy laws, rules, regulations, industry standards and other requirements, including those that apply generally to the handling of Personal Information, and those that are specific to certain industries, sectors, contexts, or locations. These requirements, and their application, interpretation and amendment are constantly evolving. It is also possible that new laws, regulations and other requirements, or amendments to or changes in interpretations of existing laws, regulations and other requirements, may require us to incur significant costs, implement new processes, or change our handling of information and business operations, which could hinder our ability to grow our business by extracting value from our data assets.
In recent years, certain states have adopted or modified data privacy and security laws and regulations that may apply to our business. For example, the California Consumer Privacy Act ("CCPA") requires businesses that process personal information of California residents to, among other things: provide certain disclosures to California residents regarding the business's collection, use, and disclosure of their personal information; receive and respond to requests from California residents to access, delete, and correct their personal information, or to opt-out of certain disclosures of their personal information; and enter into specific contractual provisions with service providers that process California resident personal information on the business's behalf. The enactment of the CCPA is prompting a wave of similar legislative developments in other states in the United States, which creates a patchwork of overlapping but different state laws.
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These laws are in some cases relatively new and the interpretation and application of these laws are uncertain. Any failure or perceived failure by us to comply with privacy laws, rules, regulations, industry standards and other requirements could result in proceedings or actions against us by individuals, consumer rights groups, government agencies, or others. We could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business. Further, these proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust. If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affected.
Human Capital Related Risks
If we are unable to attract and retain qualified personnel or fail to maintain our company culture, our business could be harmed.
We compete against other major U.S. airlines for pilots, mechanics, and other skilled labor; some of them offer wage and benefit packages exceeding ours. As more pilots in the industry approach mandatory retirement age, the U.S. airline industry has been affected by a pilot shortage, which may worsen over time. At times, we have been required to increase wages and benefits in order to attract and retain qualified personnel, and we may be required to commit to further increases in the future or risk considerable crewmember turnover. If we are unable to attract, train, and retain qualified crewmembers of all backgrounds, experiences, and skill sets, our business could be harmed and we may be unable to implement our growth plans. However, negative perception of our crewmember talent initiatives, whether due to our perceived over-or under- pursuit of such initiatives, may likewise result in issues retaining qualified employees, as well as potential litigation or other adverse impacts. In addition, our business may be harmed if we lose too many individuals with institutional knowledge.
We believe one of our competitive strengths is our service-oriented company culture, which emphasizes friendly, helpful, qualified, team-oriented, and customer-focused crewmembers. Our company culture is important to providing high quality customer service and having a productive workforce in order to help keep our costs low. As we experience turnover, we may be unable to identify, hire, or retain enough people who demonstrate the values of our company culture, including those in management or other key positions. If we fail to maintain the strength of our company culture, our competitive ability and our business may be harmed.
We may be subject to further unionization, work stoppages, slowdowns or increased labor costs and the unionization of our pilots and inflight crewmembers have and could continue to result in increased labor costs.
Our business is labor intensive and the unionization of any of our crewmembers could result in demands that may increase our operating expenses and adversely affect our financial condition and results of operations. Any of the different crafts or classes of our crewmembers could unionize at any time, which would require us to negotiate in good faith with the crewmember group's certified representative concerning a collective bargaining agreement. In addition, we may be subject to disruptions by unions protesting the non-union status of our other crewmembers. Any of these events would be disruptive to our operations and could harm our business.
In general, unionization has increased costs in the airline industry. In 2014, our pilots voted to be represented by the ALPA, and our first collective bargaining agreement was ratified by the pilots and became effective on August 1, 2018. In February 2022, we commenced negotiations for a successor contract, in accordance with the collective bargaining agreement, and in December 2022 we reached a tentative agreement with ALPA to extend the current collective bargaining agreement by two years. The agreement was ratified by the JetBlue pilots in January 2023.
In April 2018, JetBlue inflight crewmembers elected to be solely represented by TWU. The NMB certified the TWU as the representative body for JetBlue inflight crewmembers. In November 2020, our inflight crewmembers voted to decline the ratification of a tentative collective bargaining agreement between JetBlue and TWU. In December 2021, our inflight crewmembers ratified our first collective bargaining agreement with TWU, which is a five-year, renewable contract effective December 13, 2021.
On July 14, 2022, TWU filed a representation application with the NMB seeking an election among the 35 pilot instructors ("Flight Instructors"). JetBlue disputed the TWU's application alleging that Flight Instructors do not constitute a craft or class. On October 26, 2023, the NMB notified the participants that it rejected JetBlue's argument and ordered an election. The Flight Instructors voted for TWU representation. Contract negotiations for an initial CBA began in April 2024 and are ongoing.
Reputational Risks
Our reputation and financial results could be harmed in the event of an accident or incident involving our aircraft.
An accident or incident involving one of our aircraft could involve significant potential claims of injured passengers or others in addition to repair or replacement of a damaged aircraft and its consequential temporary or permanent loss from service. We are required by the DOT to carry liability insurance. Although we believe we currently maintain liability insurance
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in amounts and of the type generally consistent with industry practice, the amount of such coverage may not be adequate and we may be forced to bear substantial losses from an accident or incident. Substantial claims resulting from an accident or incident in excess of our related insurance coverage would harm our business and financial results. Moreover, any aircraft accident or incident, even if fully covered by our existing insurance, could cause a public perception we are less safe or reliable than other airlines which would harm our business.
Our business depends on our strong reputation and the value of the JetBlue brand.
The JetBlue brand name symbolizes our values of high-quality friendly customer service, innovation, fun, and a pleasant travel experience. JetBlue is a widely recognized and respected global brand; the JetBlue brand is one of our most important and valuable assets. The JetBlue brand name and our corporate reputation are powerful sales and marketing tools and we devote significant resources to promoting and protecting them. Adverse publicity, whether or not justified, relating to activities by our crewmembers, contractors, or agents could tarnish our reputation and reduce the value of our brand. Increasingly the perception our customers and other stakeholders have about how we address the risks and opportunities we face related to hiring and retention initiatives and climate change engagement, our role in the communities in which we operate, our relationship with our crewmembers, and other considerations may impact our reputation. Furthermore, increased usage of social media platforms presents increased risks to our reputation and our business. We may suffer damage to our reputation as a result of negative or inaccurate posts or comments about JetBlue on social media platforms, including related delays or cancellations on our flights even when these are due to weather or other circumstances that are outside of our control. In addition, inappropriate and/or unauthorized use of our social media platforms by our crewmembers or others associated with us may damage our reputation, and could lead to legal implications in the event that information is improperly collected and/or disseminated, or non-public sensitive information related to JetBlue or others is disclosed. Damage to our reputation and loss of brand equity could reduce demand for our services and thus have an adverse effect on our financial condition, liquidity, and results of operations, as well as require additional resources to rebuild our reputation and restore the value of our brand.
Financing and Financial Risks
We have a significant amount of fixed obligations and we will incur significantly more fixed obligations in the future, which could harm our ability to service our current obligations or satisfy future fixed obligations.
As of December 31, 2024, our debt and finance lease obligations, including interest were approximately $12.0 billion. In addition, we have a significant amount of other fixed obligations under operating leases related to our aircraft, airport terminal space, airport hangars, other facilities, and office space. As of December 31, 2024, future minimum payments under non-cancelable leases and other financing obligations were approximately $2.7 billion. Terminal 5 ("T5") at JFK is under a lease with the Port Authority of New York and New Jersey ("PANYNJ") that ends on the 28th anniversary of the date of beneficial occupancy of the new International Arrivals facility and three net new gates at the former Terminal 6 ("T5i"). The minimum payments under this lease have been included in the future minimum payment totals above.
As of December 31, 2024, we had commitments of approximately $6.4 billion to purchase 106 additional aircraft and related flight equipment through 2033, including estimated amounts for contractual price escalations and pre-delivery deposits. We may incur additional debt and other fixed obligations as we take delivery of new aircraft or finance unencumbered aircraft in our fleet and other equipment and continue to expand into new or existing markets. In an effort to limit the incurrence of significant additional debt, we may seek to defer some of our scheduled deliveries, sell or lease aircraft to others, or pay cash for new aircraft, to the extent necessary or possible. The amount of our existing debt, and other fixed obligations, and potential increases in the amount of our debt and other fixed obligations could have important consequences to investors and could require a substantial portion of cash flows from operations for debt service payments, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, and other general corporate purposes.

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Our level of debt and other fixed obligations could:
•impact our ability to obtain additional financing to support capital expansion plans, including our JetForward strategy and for working capital and other purposes on acceptable terms or at all;
•divert substantial cash flow from our operations, execution of our commercial initiatives, and expansion plans in order to service our fixed obligations;
•require us to incur more interest expense than we currently do if rates were to increase, since approximately 20% of our debt has floating interest rates;
•place us at a possible competitive disadvantage compared to less leveraged competitors and competitors with better access to capital resources or more favorable financing terms; and
•lead to rating agency downgrades which in turn could impact our ability to raise capital at attractive terms.
Our ability to make scheduled payments on our debt and other fixed obligations will depend on our future operating performance and cash flows, which in turn will depend on prevailing economic and political conditions and financial, competitive, regulatory, business and other factors, many of which are beyond our control. We are principally dependent upon our operating cash flows and access to the capital markets to fund our operations and to make scheduled payments on debt and other fixed obligations. We cannot assure that we will be able to generate sufficient cash flows from our operations or from capital market activities to pay our debt and other fixed obligations as they become due. If we fail to do so our business could be harmed. If we are unable to make payments on our debt and other fixed obligations, we could be forced to renegotiate those obligations or seek to obtain additional equity or other forms of additional financing.
Agreements governing our debt include financial and other covenants. Failure to comply with these covenants could result in events of default.
Our debt agreements contain various affirmative, negative and financial covenants and complying with certain of these covenants, or entering into agreements with additional covenants, may restrict our ability to execute our strategies, including JetForward, or otherwise constrain our operations. If we fail to comply with these covenants and are unable to remedy or obtain a waiver or amendment, an event of default would result, which could lead to, among other things, an acceleration of outstanding obligations under such agreements. In addition, an event of default or declaration of acceleration under one financing agreement could also result in an event of default under other of our financing agreements due to cross-default and cross-acceleration provisions. The acceleration of significant amounts of debt could require us to renegotiate, repay or refinance the obligations under our financing arrangements, and there can be no assurance that we will be able to do so on commercially reasonable terms or at all.
We typically finance our aircraft through either secured debt, lease financing, or through cash from operations. The impact on financial institutions from global economic conditions may adversely affect the availability and cost of credit to JetBlue as well as to prospective purchasers of our aircraft should we undertake to sell in the future, including financing commitments we have already obtained for purchases of new aircraft or financing or refinancing of existing aircraft. To the extent we finance our activities with additional debt, we may become subject to financial and other covenants that may restrict our ability to pursue our strategies, including JetForward, or otherwise constrain our operations.
Our liquidity could be adversely impacted in the event one or more of our credit card processors were to impose material reserve requirements for payments due to us from credit card transactions.
We currently have agreements with organizations that process credit card transactions arising from purchases of air travel tickets by our customers. Credit card processors have financial risk associated with tickets purchased for travel which can occur several weeks after the purchase. Our credit card processing agreements provide for reserves to be deposited with the processor in certain circumstances. We do not currently have reserves posted for our credit card processors. If circumstances were to occur requiring us to deposit reserves, the negative impact on our liquidity could be significant which could materially adversely affect our business.
We have a significant amount of indebtedness from fixed obligations and may seek material amounts of additional financial liquidity in the short-term, and insufficient liquidity may have a material adverse effect on our financial condition and business.
We have a significant amount of indebtedness from fixed obligations, including aircraft lease and debt financings, leases of airport property, our TrueBlue® Financings (as defined below), secured loan facilities and other facilities, and other material cash obligations. In addition, we have substantial non-cancelable commitments for capital expenditures, including for the acquisition of new aircraft and related spare engines.
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In the event of a global emergency or other exigent circumstances that materially impact our business, we may be required to seek additional short-term liquidity, which may include the issuance of additional unsecured or secured debt securities, equity securities and equity-linked securities, the sale of assets, the entry into sale-leaseback transactions, as well as additional bilateral and syndicated secured and/or unsecured credit facilities, among other items. If our credit ratings were to be downgraded, or general market conditions were to ascribe higher risk to our rating levels, the airline industry, or our business, our access to capital and the cost of any debt financing would be negatively affected. There can be no assurance as to the availability of any such financing if it becomes necessary, or that any such additional financing will be completed on favorable terms.
Although our cash flows from operations and available capital, including the proceeds from financing transactions, have been sufficient to meet our obligations and commitments to date, our liquidity has been, and may in the future be, negatively affected by the risk factors described herein. If our liquidity were to be materially diminished, we might not be able to timely pay our leases and debts or comply with certain operating and financial covenants under our financing and credit card processing agreements or with other material provisions of our contractual obligations. Moreover, as a result of our recent financing activities, the number of financings and the aggregate amount of indebtedness with respect to which such covenants and provisions apply has increased, thereby subjecting us to more substantial risk of cross-default and cross-acceleration in the event of breach, and additional operating and financial covenants could become binding on us as we continue to seek additional liquidity.
Issuing additional shares of our capital stock, other equity securities or additional securities convertible into equity, or issuing shares of our capital stock upon the exercise or conversion of our convertible notes, warrants issued in connection with our participation in payroll support programs under the CARES Act, Consolidated Appropriations Act and American Rescue Plan Act, restricted stock unit awards or other securities that may be issued from time to time, may dilute the economic and voting rights of our existing stockholders, reduce the market price of our common stock, or both. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the availability, amount, timing, or nature of our future offerings. As a result, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their percentage ownership.
In addition, we have agreements with financial institutions that process customer credit card transactions for the sale of air travel and other services. Under certain of our credit card processing agreements, the financial institutions in certain circumstances have the right to require that we maintain a reserve equal to a portion of advance ticket sales that have been processed by that financial institution, but for which we have not yet provided the air transportation. Such financial institutions may require cash or other collateral reserves to be established or withholding of payments related to receivables to be collected, including if we do not maintain certain minimum levels of unrestricted cash, cash equivalents, and short-term investments. Refunds lower our liquidity and put us at risk of triggering liquidity covenants in these processing agreements and, in doing so, could force us to post cash collateral with the credit card companies for advance ticket sales. We also maintain certain insurance- and surety-related agreements under which counterparties may require collateral. See "Our liquidity could be adversely impacted in the event one or more of our credit card processors were to impose material reserve requirements for payments due to us from credit card transactions."
Our substantial level of indebtedness and non-investment grade credit rating, as well as market conditions and the availability of assets as collateral for loans or other indebtedness, may make it difficult for us to raise additional capital if needed to meet our liquidity needs on acceptable terms, or at all.
See Part II. Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Report for additional information regarding our liquidity as of December 31, 2024.
We may never realize the full value of our intangible assets or our long-lived assets causing us to record impairments that may negatively affect our financial condition and operating results.
In accordance with applicable accounting standards, we are required to test our indefinite-lived intangible assets for impairment on an annual basis, or more frequently where there is an indication of impairment. In addition, we are required to test certain of our other assets for impairment where there is any indication that an asset may be impaired.
We may be required to recognize losses in the future due to, among other factors, extreme fuel price volatility, tight credit markets, government regulatory changes, decline in the fair values of certain tangible or intangible assets, such as aircraft, route authorities, airport slots and frequent flyer database, unfavorable trends in historical or forecasted results of operations and cash flows and an uncertain economic environment, as well as other uncertainties. For example, during the year ended December 31, 2022, we recorded $52 million of impairment as well as engine exchanges as part of the retirement of our Embraer E190 fleet. We can provide no assurance that a material impairment loss of tangible or intangible assets will not occur in a future period. The value of our aircraft could also be impacted in future periods by changes in supply and demand for these aircraft. Such changes in supply and demand for certain aircraft types could result from the grounding of aircraft. A further impairment loss could have a material adverse effect on our financial condition and operating results.
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Our ability to use certain tax attributes could be subject to limitations.
As of December 31, 2024, we had U.S. federal net operating loss carryforwards of approximately $3.8 billion and net interest expense carryforwards of approximately $441 million available to offset future U.S. federal taxable income. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an "ownership change," the corporation's ability to use certain pre-change U.S. federal income tax attributes (including carryforward tax attributes) to offset its post-change taxable income may be limited. In general, an "ownership change" occurs if there is a cumulative change in ownership of the relevant corporation by "5% shareholders" (as defined under U.S. income tax laws) that exceeds 50 percentage points over a rolling three-year period. Similar rules apply under state tax laws. We could experience ownership changes as a result of future shifts in our stock ownership. If we experience such an ownership change, then we may be limited in our ability to use certain of our tax attributes that could otherwise reduce taxes owed on our net taxable income. Any such limitations could adversely impact our business, operating results, liquidity and financial condition. Future legislative or regulatory changes also could limit our ability to use certain of our tax attributes.
Artificial Intelligence ("AI") Related Risks
Our development and use of AI-powered solutions could lead to operational, reputational, or competitive harm, legal and regulatory risk, and additional costs.
We use automated technology and systems, including both predictive and generative AI-powered solutions to facilitate a more efficient operation of our business. Our use of AI-powered solutions includes, but is not limited to, AI-powered solutions that enable quick and personalized customer interactions, provide predictive pricing and route analysis and assist with candidate assessments for certain roles within the Company. We anticipate increased investments in the future to continuously improve our use of AI, however, there can be no assurance that the development or usage of, or our investments in, AI will always enhance our products or services or be beneficial to our business.
In particular, the performance of our services and business, as well as our reputation, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party if the AI-powered solutions used by the Company are inadequately or incorrectly designed or implemented; trained or reliant on, inadequate, inaccurate, incomplete, misleading, biased or otherwise poor-quality data or algorithms, or on data or algorithms to which we do not have sufficient rights or in relation to which we and/or the providers of such data or algorithms have not implemented sufficient legal compliance measures; used without sufficient oversight and governance to ensure their responsible use; and/or adversely impacted by unforeseen defects, technical challenges, cyberattacks, cybersecurity threats, service outages, or other similar incidents, or material performance issues. Certain AI-powered solutions used by the Company are licensed by third parties and when used as a hosted service, any disruption, outage, or loss of information through such hosted services could disrupt our operations or solutions, damage our reputation, cause a loss of confidence in our solutions, or result in legal claims or proceedings, for which we may be unable to recover damages from the affected provider. There is also a risk that our use of generative AI could produce biased, inaccurate, incomplete, misleading or poor-quality content or other discriminatory or unexpected results or behaviors, all of which could harm our reputation, business, or customer relationships. While we exercise diligence in ensuring the accuracy of AI generated content, those measures may not always be successful, and in some cases, we may need to rely on end users to report such inaccuracies. We also use and have modified certain third-party generative AI-powered solutions that are made available under an open-source license. Use of open-source generative AI could introduce inaccuracies or vulnerabilities that we are unable to anticipate, detect, or control. If the licensor for such open-source generative AI developed their models by training on data or algorithms that was inadequate, inaccurate, incomplete, misleading biased or otherwise poor-quality, or for which it did not have the appropriate rights, we could be subject to claims or lawsuits, including for infringement of third-party intellectual property. It is also possible that sophisticated attackers may exploit vulnerabilities in open-source generative AI to obtain access to our sensitive data or alter the outputs or results. For additional information concerning risks with respect to cyberattacks, cybersecurity breaches, service outages or other similar incidents, see "Information Security and Privacy Related Risks."
A number of aspects of intellectual property protection in the field of AI and machine learning are currently under development, and there is uncertainty and ongoing litigation in different jurisdictions as to the degree and extent of protection warranted for AI and machine learning systems and relevant system inputs and outputs. If we or any of our third-party service providers are deemed to not have sufficient rights to the data we use to train our AI, we may be subject to litigation by the owners of the content or other materials that comprise such data and, if such claim relates to our third-party service providers, we may not be successful in adequately recovering our losses from such third-party service providers in connection with such claims. Further, any content or other output created by us using AI-powered solutions may not be subject to copyright protection, which may adversely affect our ability to commercialize or use, or the validity or enforceability of any intellectual property rights in, any such content or other output. If we fail to obtain protection for the intellectual property rights concerning our AI, or later have our intellectual property rights invalidated or otherwise diminished, our competitors may be able to take
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advantage of our research and development efforts to develop competing products which could adversely affect our business, reputation and financial condition.
The regulatory framework for AI is rapidly evolving as many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations. Additionally, existing laws and regulations may be interpreted in ways that would affect our current uses of AI, or could be rescinded or amended as new administrations take differing approaches to evolving AI. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet completely determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations.
Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI, and new laws regulating the use of AI have either entered into force in the United States and the EU or are expected to enter into force. For example, the European Union’s Artificial Intelligence Act (the “AI Act”), which entered into force on August 1, 2024, establishes, among other things, a risk-based governance framework for regulating AI systems operating in the EU. The majority of the substantive requirements from the AI Act will apply from August 2, 2026 and this framework categorizes AI systems, based on the risks associated with such AI systems’ intended purposes, as creating unacceptable or high risks, with all other AI systems being considered limited or low risk. There is a risk that our current or future use of AI may obligate us to comply with the applicable requirements of the AI Act, which may impose additional costs on us, increase our risk of liability and fines or otherwise adversely affect our business, results of operations, financial condition and future prospects. For additional information concerning risks with respect to compliance with data privacy laws, see "Information Security and Privacy Related Risks."
The cost to comply with federal, foreign, state or other laws, regulations, or decisions and/or guidance applicable to our business could be significant and could increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI). Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition and results of operations.

RISKS ASSOCIATED WITH THE AIRLINE INDUSTRY
We could be adversely affected by an outbreak or resurgence of a disease or an environmental disaster that significantly affects travel behavior.
Any outbreak or resurgence of a disease, which affect travel behavior, travel demand, or travel restrictions, or a similar public health threat, or fear of such an event could have a material adverse impact on airlines. In addition, outbreaks of disease could result in quarantines of our personnel, business partners and their suppliers, or an inability to access facilities or our aircraft, which could adversely affect our operations. Certain environmental disasters may be caused or adversely exacerbated by the physical impacts of climate change. For more information, please see our risk factor titled "We may be affected by global climate change or by legal, regulatory or market responses to such change."
The extent, duration, and magnitude of an outbreak or resurgence of a disease will depend on various factors, all of which are highly uncertain, difficult to predict and not controlled by us. In addition, we cannot predict whether business travel for in-person meetings will return to pre-COVID-19 levels over the long-term due to technological advancements in, and consumer acceptance and adaptation to, virtual meetings and/or changes in customer preferences.
Similarly, if an environmental disaster were to occur and adversely impact any of our destination cities, travel behavior could be affected and in turn, could materially adversely impact our business, operating results, liquidity and financial condition.
Compliance with environmental laws and regulations may cause us to incur substantial costs.
Many aspects of airlines' operations are subject to increasingly stringent environmental regulations and enforcement policies, and growing concerns about climate change and other matters, including an evolving set of previously unregulated substances, may result in the imposition of additional regulation. Compliance with environmental laws and regulations can require significant expenditures, and violations can lead to significant fines and penalties, as well as civil liability.
Environmental laws and regulations may require us to investigate and remediate soil or groundwater. Under many environmental laws, generators of waste materials, and current and former owners or operators of facilities, can be subject to liability for investigation and remediation costs at locations that have been identified as contaminated. Liability under these laws may be retroactive, strict, joint and several, meaning that we could be liable for the costs of cleaning up environmental contamination regardless of when it occurred, fault or the amount of waste directly attributable to us.
Governmental authorities in the U.S. and abroad are increasingly focused on potential contamination resulting from the use of certain chemicals, most notably per- and polyfluoroalkyl, substances ("PFAS"). Products containing PFAS have been
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used in manufacturing, industrial, and consumer applications over many decades, including those related to aviation. Among other things, recent changes to federal requirements for firefighting foams containing PFAS, as well as related state regulations affecting their use, will require operational changes. In August 2022, the US Environmental Protection Agency ("USEPA") published for public comment a new rulemaking that would designate two PFAS substances (perfluorooctanoic acid and perfluorooctanesulfonic acid) as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act. This rule, which was finalized in April 2024, requires entities to immediately report current and past releases that meet or exceed the reportable quantity for such substances to USEPA's National Response Center. With this final rule and the introduction of any additional state or federal regulations or enforcement policies, we may incur costs in connection with reporting obligations and costs related to historic usage of PFAS-containing materials, transitioning away from the usage of PFAS-containing products, disposing of PFAS-containing waste or remediating any residual environmental impacts.
Under our leases and related contracts for our airport facilities, we may be responsible for a share of the airport's or other operators' costs in meeting new or upgraded regulatory requirements including, for example, implementation of USEPA and state stormwater regulations that require building or reconfiguring airport de-icing facilities to capture and treat discharges of de-icing and anti-icing chemicals. In addition, USEPA is proposing to add PFAS stormwater monitoring requirements from industrial facilities in areas where USEPA is the National Pollutant Discharge Elimination System permitting authority.
Since the domestic airline industry is increasingly price sensitive, we may not be able to recover the cost of compliance with new or more stringent environmental laws and regulations from our customers, which could adversely affect our business and financial results. Although we do not expect the costs of complying with current environmental regulations will have a material adverse effect on our financial position, results of operations, or cash flows, no assurance can be made that the costs of complying with environmental regulations in the future will not have such an effect.
We may be affected by global climate change or by legal, regulatory or market responses to such change.
There are inherent climate-related risks wherever business is conducted. Various meteorological phenomena and extreme weather events (including, but not limited to, storms, flooding, drought, wildfire, and extreme temperatures) may disrupt our operations or those of our suppliers and business partners, cause inflight cancellations, delays, and diversions, require us to incur additional operating or capital expenditures, reduce the demand for certain of our flight offerings, or otherwise adversely impact our business, financial condition, or results of operations. The frequency and/or intensity of such events may increase over time. While we may take various actions to mitigate our business risks associated with extreme weather events, this may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing such risks.
Additionally, regulatory, market, and other changes to respond to climate change may adversely impact our business, financial condition, or results of operations. For example, there have been significant U.S. and international legislative and regulatory efforts to limit GHG emissions, including our aircraft and ground operations emissions. In October 2016, the ICAO passed a resolution adopting CORSIA, which is a global, market-based emissions offset program to encourage carbon-neutral growth in international aviation. Annual international emissions reporting is required via CORSIA as of the 2019 reporting year, and offsetting compliance is scheduled to be implemented through multiple phases that began in 2021. ICAO continues to develop details regarding implementation and, while we expect compliance with CORSIA will increase our operating costs, the anticipated cost of compliance with CORSIA is uncertain due to a number of factors, including the volatility in demand for international air travel and the uncertainty in the supply and price of eligible carbon offsets or low-carbon aircraft fuels. The USEPA has also adopted rules implementing the ICAO aircraft engine GHG emission standards. Pursuant to the Clean Air Act, the FAA issued a final rule in February 2024 to implement these standards, introducing new fuel efficiency certification regulations. These regulations took effect in April 2024 and will apply to larger business and commercial jet aircraft with either new design types (not previously certified by the FAA) or existing design types that are in production as of January 1, 2028. More stringent standards, or other restrictions, may also be adopted in the future.
The potential impacts to our business are not known at this time, but additional costs can be expected. In addition, climate change-related litigation and investigations have increased in recent years and any claims or investigations against us could be costly to defend and our business could be adversely affected by the outcome.
These climate change-related regulatory actions and related pressures to reduce our GHG emissions may adversely affect our business and financial results by requiring us, for example, to make capital investments in new equipment or technologies, purchase carbon offset credits, or incur higher fuel or other operating costs. Due to the competitive nature of the airline industry and unpredictability of the market for air travel, we can offer no assurance that we will be able to increase our fares, impose surcharges or otherwise increase revenues or decrease other operating costs sufficiently to offset our costs of meeting these obligations.
For example, there are growing initiatives to mandate use of SAF, a term which includes a variety of fuels that are believed to have lower environmental impact than conventional aviation fuels. The latest proposal in the EU, which was
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approved by the European Parliament in September 2023 and the European Council in October 2023 would impose a SAF blending standard starting at 2% in 2025 and rising to 70% in 2050. Other countries, including the UK, have adopted or are considering adopting similar SAF requirements. In the US, the FAA's Aviation Climate Action Plan (published in November 2021) includes a Sustainable Aviation Fuel Grand Challenge, calling for a replacement of all traditional aviation fuel by 2050. These programs, in addition to our own and other airlines' commitments to increase use of SAF, may result in a competitive market for available SAF inventories or result in our inability to procure SAF at prices we find acceptable. Any regulatory uncertainty on the treatment of SAF may also impact the availability or price of SAF. Until SAF production increases, we may need to pay a significant premium for SAF above the cost of traditional fuel.
Reporting expectations are also increasing, with a variety of customers, capital providers, and regulators seeking increased information on climate-related risks and impacts. Various policymakers, such as the European Union, and the State of California, have adopted or are considering adopting, requirements for companies to provide significantly expanded climate-related disclosures, adopt specific policies or procedures, or take other climate-related actions. Such requirements are not uniform across jurisdictions, and may be inconsistently applied, which can increase the complexity and cost of compliance, and increase the risk of enforcement or litigation relating to our disclosures and initiatives. All of these risks may also impact our suppliers, business partners or customers, which may indirectly impact our business, financial condition, or results of operations.
Increasing scrutiny of, and evolving expectations regarding, environmental and social matters may impact our business and reputation.
Companies across industries are facing increasing scrutiny from a variety of stakeholders, including states attorneys general, related to their environmental, human rights, social, and sustainability practices. Expectations regarding voluntary sustainability initiatives and disclosures may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain product or service offerings, enhanced compliance or disclosure obligations, or other impacts to our business, financial condition, or results of operations.
While we have in past engaged, and expect in future to continue to engage, in voluntary initiatives (such as voluntary disclosures, certifications, or goals) to improve the profile of our Company and/or offerings or to respond to stakeholder expectations, such initiatives may be costly and may not have the desired effect. Expectations around a company's management of such matters continues to evolve rapidly, in many instances due to factors that are out of our control. For example, we may ultimately be unable to complete certain initiatives or targets, either on the timelines initially announced or at all, due to technological, legal, cost, or other constraints, which may be within or outside of our control. Moreover, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous, be subject to misinterpretation, or be out of alignment with policymaker or other stakeholder expectations. If we fail, or are perceived to fail, to comply with or advance certain environmental or social initiatives (including the timeline and manner in which we complete such initiatives), we may be subject to various adverse impacts, including reputational damage and potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary. For example, there have been increasing allegations of greenwashing against companies making significant environmental or sustainability claims due to a variety of perceived deficiencies in actions, statements, or methodology, including as stakeholder perceptions of sustainability continue to evolve. In the airline industry specifically, there has been particular scrutiny of and liability associated with the use of "sustainable aviation fuel" and carbon offsets and claims made in connection with same.
Certain market participants, including major institutional investors and capital providers, use third-party benchmarks and scores to assess companies' profiles in making investment or voting decisions. Unfavorable ratings could lead to increased negative investor sentiment towards us or our industry, which could negatively impact our share price as well as our access to and cost of capital. To the extent sustainability or social matters negatively impact our reputation, it may also impede our ability to compete as effectively to attract and retain employees or customers, which may adversely impact our operations. For more information, please see our risk factor titled "We may be affected by global climate change or by legal, regulatory or market responses to such change." Additionally, many of our customers, business partners, and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.
Federal budget constraints or federally imposed furloughs due to budget negotiation deadlocks may adversely affect our industry, business, results of operations and financial position.
Many of our airline operations are regulated by governmental agencies, including, but not limited to, the DOT, FAA, CBP, and the TSA. If the federal government were to continue experiencing issues in reaching budgetary consensus in the future, resulting in mandatory furloughs and/or other budget constraints, or if a government shutdown were to continue for an extended period of time, our operations and results of operations could be materially negatively impacted. The travel behaviors of the flying public could also be affected, which may materially adversely impact our industry and our business.
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Changes in laws and government regulations, imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions.
Airlines are subject to extensive regulatory and legal requirements, both domestically and internationally, involving significant compliance costs. These requirements may adversely impact our business, operating results and financial condition. For example, in January 2025, the DOT assessed a $2 million civil penalty against us in connection with flights determined to be chronically delayed in 2022 and 2023. In recent years, Congress has passed laws and the agencies of the federal government, including, but not limited to, the DOT, FAA, CBP, and the TSA, have issued regulations relating to the operation of airlines that have required significant expenditures. We expect to continue to incur expenses in connection with complying with government regulations. Additional laws including executive orders, regulations, tax laws, and airport rates and charges have been proposed from time to time that could significantly increase the cost of or otherwise constrain airline operations or reduce the demand for air travel. For example, legislative and regulatory bodies have examined the manner in which airlines have "unbundled" the pricing in respect of certain products and services, and new rules or taxes in respect of these different revenue sources could potentially have an adverse effect on our business. If adopted or materially amended, these measures could have the effect of raising ticket prices, which in turn could affect the perception of the airline industry, reduce air travel demand and/or revenue, and increase costs. We cannot be assured that these and other laws, including executive orders, regulations, or tax laws, enacted in the future, or other changes in the political landscape, will not harm our business.
A future act of terrorism, the threat of such acts or escalation of U.S. military involvement overseas could adversely affect our industry.
Acts of terrorism, the threat of such acts or escalation of U.S. military involvement overseas could have an adverse effect on the airline industry. In the event of an act of terrorism, whether or not successful, the airline industry would likely experience increased security requirements and significantly reduced demand. We cannot be assured that these actions, or consequences resulting from these actions, will not harm our business or the industry.
The airline industry is particularly sensitive to changes in economic conditions.
Fundamental and permanent changes in the domestic airline industry have occurred over time as a result of several years of repeated losses, among other reasons. These losses resulted in airlines renegotiating or attempting to renegotiate labor contracts, reconfiguring flight schedules, furloughing, or terminating crewmembers, as well as considering other efficiency and cost-cutting measures. Despite these actions, several airlines have reorganized under Chapter 11 of the U.S. Bankruptcy Code to permit them to reduce labor rates, restructure debt, terminate pension plans, and generally reduce their cost structure. Since 2005, the U.S. airline industry has experienced significant consolidation and liquidations. A global economic recession and related unfavorable general economic conditions, such as higher unemployment rates, debt and equity market fluctuations, a constrained credit market, housing-related pressures, rising interest rates and increased business operating costs can reduce spending for both leisure and business travel and otherwise impact booking practices. Unfavorable economic conditions could also impact an airline's ability to raise fares to counteract increased fuel, labor, and other costs. It is possible that further airline reorganizations, consolidation, bankruptcies, or liquidations may occur in the current global economic environment, the effects of which we are unable to predict. We cannot be assured that the occurrence of these events, or potential changes resulting from these events, will not harm our business or the industry.
In recent years the global credit and financial markets have experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. The financial markets and the global economy may also be adversely affected by the current or anticipated impact of military conflict, including the conflict between Russia and Ukraine, terrorism or other geopolitical events. Sanctions imposed by the United States and other countries in response to such conflicts, including the one in Ukraine, may also adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur.
Furthermore, the United States economy recently encountered a material level of inflation. Increases in inflation may raise our costs for labor, materials and services, and other costs required to operate our business, and failure to secure these on reasonable terms may adversely impact our financial condition.
ITEM 1B.    UNRESOLVED STAFF COMMENTS
None.
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ITEM 1C.    CYBERSECURITY
JetBlue places great importance on safety including cybersecurity, to protect against various threats. The Company's cybersecurity strategy prioritizes detection, analysis and response to cyber threats, effective management of cyber risks, and resilience against cyber incidents. Safety is the Company's #1 value, and the strength of our safety is supported by exercising vigilance in security, including cybersecurity.
We maintain a formal cybersecurity program with guidance drawn from the National Institute of Standards and Technology Cybersecurity Framework ("NIST CSF") and other industry standards. This does not imply that we meet any particular technical standards, specifications, or requirements, but rather that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Our program is designed to protect the confidentiality, integrity, and availability of information technology systems and data. The state of our program maturity and regulatory compliance is regularly reviewed by third-party cybersecurity auditors and assessors. Among the key features of our cybersecurity risk management processes are the following:
•policies and procedures designed to comply with data security and privacy obligations;
•security technology and tools deployed in our IT environment that help us to identify and manage critical cybersecurity risks, as well as to detect and respond to incidents;
•security awareness training offered to our workforce, and specialized incident response training for our cybersecurity team;
•a Security Operations Center that monitors and responds to incidents; and
•a third-party risk management program that includes diligence and contracting processes for vendors and service providers based on their respective function and risk profile.
JetBlue management has overall responsibility for assessing and managing risks from cybersecurity threats to the Company and has an established cyber risk committee that consists of the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Chief Information Officer and Chief Information Security Officer (CISO). Our CISO has primary responsibility for the design and execution of our cybersecurity risk management program, and helps the committee stay informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents through various means, including but not limited to briefings with internal security team members, threat intelligence obtained from public and private sources, and alerts and reports produced by security tools deployed in the IT environment. Our current CISO has nearly two decades of experience in IT risk and program management, threat intelligence, and cybersecurity governance; he also has several cybersecurity industry certifications and specialized training in cybersecurity.
The CISO regularly briefs the cyber risk committee to review and evaluate potential threats and cyber risks to the Company. A cyber risk update is provided on a quarterly basis to the Audit Committee, which has delegated authority from the Board for cybersecurity risk oversight, and reports are made to the full Board on an annual basis.
For 2024, we reported no material cybersecurity incidents affecting the confidentiality, integrity, or availability of data or information technology systems. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. For further information, please see our risk factors titled "Our reputation and business may be harmed and we may be subject to legal claims if there is disruption to our information technology systems or loss, unlawful disclosure or misappropriation of, or unsanctioned access to, our customers', crewmembers', business partners' or our own information or other breaches of our information security" and "Data security compliance requirements could increase our costs, and any significant data breach could disrupt our operations and harm our reputation, business, results of operations and financial condition."
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ITEM 2.    PROPERTIES
Aircraft
As of December 31, 2024, our aircraft types and configurations consisted of the following (1):
AircraftSeating Capacity
Owned (2)
Operating LeaseTotalAverage Age in Years
Airbus A22014042 — 42 2 
Airbus A320 15011 — 11 24 
Airbus A320 Restyled162101 18 119 19 
Airbus A32120028 — 28 9 
Airbus A321 with Mint®
15935 — 35 8 
Airbus A321neo20016 — 16 5 
Airbus A321neo with Mint®
16010 — 10 2 
Airbus A321neoLR with Mint®
13811 — 11 2 
Embraer E190 (3)
10010 8 18 16 
264 26 290 12 
(1) Includes aircraft that have been temporarily removed from service, including 11 aircraft grounded as of December 31, 2024, due to the required removal of certain Pratt & Whitney engines for inspection and lack of engine availability. All aircraft temporarily removed from service are expected to return to operation in the future.
(2) Total owned aircraft includes aircraft associated with sale-leaseback transactions that did not qualify as sales for accounting purposes.
(3) Excludes 15 permanently parked aircraft owned by the Company, and five parked aircraft awaiting lease return.
As of December 31, 2024, our aircraft leases had an average remaining term of approximately two years, with expiration dates between 2025 and 2028.
As of December 31, 2024, we had 106 aircraft on order and scheduled for delivery through 2033. Our future aircraft delivery schedule is as follows (1):
Contractual Order Book
Year
Airbus A220
Airbus A321neo
Total
202520424
202617—17
20275—5
20289—9
20297—7
Thereafter—4444
Total (2)
5848106
(1) The aircraft orders stated above represents the current delivery schedule set forth in our Airbus order book as of December 31, 2024.
(2) In addition, we have options to purchase 20 A220-300 aircraft in 2027 and 2028.
Ground Facilities
Airports
All of our airport facilities are under leases or other occupancy agreements. This space is leased directly or indirectly from the local airport authority on varying terms dependent on prevailing practices at each airport. Our passenger terminal service facilities consisting of ticket counters, gate space, operations support area, and baggage service offices generally have agreement terms ranging from less than one year to five years. They can contain provisions for periodic adjustments of rental rates, landing fees, and other charges applicable under the type of lease. Under some of these agreements, we are responsible for the maintenance, insurance, utilities, and certain other facility-related expenses and services.
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A summary of our most significant lease agreements is provided below:
•JFK - We have a lease agreement with the PANYNJ for Terminal 5 until November 2042, but we have the option to terminate the agreement in 2033. In 2012, we amended the lease to extend into the former Terminal 6 property in order to build T5i. In November 2022, we amended the lease to relinquish a portion of the former Terminal 6 property to allow for development of a new Terminal 6 by our development partner, JFK Millennium Partners ("JMP").
•BOS - In May 2005, we entered into a lease with Massachusetts Port Authority ("Massport") with a five-year term (and 20 automatic one-year renewals), for five gates in Terminal C, which expanded to 11 by November 2008. We have since entered into multiple amendments with Massport to continue to grow our footprint in Terminal C. As of December 31, 2024, we leased 30 gates in Boston. Our lease with Massport is scheduled to expire in April 2030.
We have entered into use arrangements at each of the airports we serve providing for the non-exclusive use of runways, taxiways, and other airport facilities. Landing fees under these agreements are typically based on the number of aircraft landings and the weight of the aircraft.
Other
We lease the following hangars and airport support facilities at our focus cities:
•New York - At JFK, we have a ground lease agreement which expires in 2030 for an aircraft maintenance hangar, an adjacent office, and warehouse facility, including a storage facility for aircraft parts. These facilities accommodate our technical support and catering operations. We also lease a building from the PANYNJ which is mainly used for ground equipment maintenance work.
•Boston - We have a ground and building lease agreement which expires in 2028 for an aircraft maintenance hangar and associated support space, with an option to extend for five additional years. We also have separate leases for facilities to accommodate our ground support equipment maintenance and catering operations.
•Orlando - We have a ground lease agreement for a hangar which expires in 2035. We also occupy a training center, JetBlue University, with a lease agreement expiring in 2035 which we use for training our pilots and inflight crewmembers, as well as support training for our technical operations and airport crewmembers. This facility is equipped with 12 full flight simulators, 12 flight training devices, four cabin trainers, a training pool, classrooms, and support areas.
The Lodge at the Orlando Support Center is adjacent to JetBlue University and is used for lodging our crewmembers when they attend training.
Our primary corporate office is located in Long Island City, New York, with our lease expiring in 2039. We have an additional support center located in Salt Lake City, Utah, with our lease expiring in 2028.
We also maintain other facilities that are necessary to support our operations in the cities we serve.
ITEM 3.    LEGAL PROCEEDINGS
In the ordinary course of our business, we are party to various legal proceedings and claims which we believe are incidental to the operation of our business. See Note 11 and Note 18 to our consolidated financial statements included in Part II. Item 8 of this Report for a discussion of material pending legal proceedings.

ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable.
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PART II

 ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information and Stockholder Matters
Our common stock is traded on the NASDAQ Global Select Market under the symbol JBLU. As of January 31, 2025, there were approximately 370 holders of record of our common stock.
We have not paid cash dividends on our common stock and have no current intention to do so. Any future determination to pay cash dividends would be at the discretion of our Board, subject to applicable limitations under Delaware law or legislation. This decision would be dependent upon our results of operations, financial condition, and other factors deemed relevant by our Board.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We do not currently have a share repurchase program. Any future determination to enter into a share repurchase program will be at the discretion of the Board, subject to applicable legal limitations, and will depend upon our results of operations, financial condition, contractual restrictions and other factors deemed relevant by the Board. The acquisition of treasury stock reflected on our consolidated statement of cash flows for the year ended December 31, 2024, represents the return of shares to satisfy tax payments associated with crewmember stock compensation that vested during the period.

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Stock Performance Graph
This performance graph shall not be deemed "filed" with the SEC or subject to Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act.
The following graph compares the cumulative total stockholder return on our common stock to the cumulative total return of the S&P 500 Stock Index and the NYSE ARCA Airline Index from December 31, 2019 to December 31, 2024. The comparison assumes the investment of $100 on December 31, 2019 in our common stock and in each of the foregoing indices and assumes reinvestment of all dividends. The stock performance shown represents historical performance and is not representative of future stock performance.
2434
12/31/201912/31/202012/31/202112/31/202212/31/202312/31/2024
JetBlue Airways Corporation$100 $78 $76 $35 $30 $42 
S&P 500 Stock Index100116 148 119 148 182 
NYSE ARCA Airline Index10076 74 48 62 61 

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ITEM 6.     RESERVED

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes included elsewhere in this Report. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in Part I. Item 1A, "Risk Factors" and other parts of this Report.
We expect our operating results to fluctuate significantly from quarter-to-quarter in the future due to factors such as economic conditions, weather events, cost of aircraft fuel, and various other factors, many of which are outside of our control. Consequently, we believe quarter-over-quarter comparisons of our operating results may not necessarily be meaningful; you should not rely on our results for any one quarter as an indication of our future performance. Except for uncertainty related to the cost of aircraft fuel, we expect our expenses to continue to increase from wage rate cost pressures, as we acquire additional aircraft, and as our fleet ages.
OVERVIEW
In 2024, we incurred a net loss of $795 million, compared to a net loss of $310 million in 2023, an increase of $485 million compared to the prior year. This increase is primarily due to the write off of Spirit-related costs for $532 million as a result of the termination of the Merger Agreement in March 2024.
Despite a reduction in capacity, we progressed on our revenue initiatives during the year. We saw revenue strength in our premium product offerings, with Even More® Space, preferred seating, and Mint® performing well. Also, our Blue Basic carry-on bag changes implemented this year helped bolster our revenue results. In addition, improvements in our operational metrics resulted in greater cost efficiencies. Fuel prices declined over the year and we continued to make progress on our cost savings programs, allowing us to maintain low costs for the year.
2024 Results
Our 2024 financial and operational highlights include the following:
•2024 system available seat miles ("ASMs" or "capacity") decreased by 3.5% compared to 2023.
•We generated $9.3 billion in operating revenue, a decrease of $336 million, or 3.5% compared to 2023, primarily due to lower capacity.
•Operating expense increased by 1.2% year-over-year to $10.0 billion.
•Our operating expenses in 2024 and 2023 included the effects of special items. Excluding aircraft fuel, special items, and operating expenses related to our non-airline businesses, our 2024 adjusted operating expense (1) increased by 2.8% to $7.0 billion, year-over-year.
•Operating expense per available seat mile ("CASM") increased by 4.9% to 15.08 cents year-over-year.
•Excluding fuel, special items, and operating expenses related to our non-airline businesses, our cost per available seat mile ("CASM ex-fuel") (1) increased by 6.6% to 10.55 cents year-over-year.
Recent Developments
JetForward
In July 2024, JetBlue announced JetForward, our strategic framework focused on four priority moves: delivering reliable and caring service, building the best east coast leisure network, offering products and perks customers value, and providing a secure financial future. Our JetForward plan, which is designed to support our long-term profitability goals, reflects various assumptions regarding factors that may impact our operational and financial performance.
The sections below highlight some additional changes made to support these priority moves during the year.
Reliable and Caring Service
On-time performance, as defined by the DOT, is arrival within 14 minutes of scheduled arrival time. In 2024, our system-wide on-time performance was 74.1% compared to 67.4% in 2023. Our completion factor increased to 98.6% in 2024 compared to 98.1% in 2023.
We were ranked 6th overall in Wall Street Journal's 2024 Airline Rankings, a three spot improvement from 2023.
(1) Refer to our "Regulation G Reconciliation of Non-GAAP Financial Measures" at the end of this section for more information on this non-GAAP measure. 39






Best Coast East Leisure Network
We are committed to refocusing our network to high-performing leisure, visiting-friends-and-relatives and transcontinental routes in core geographies like New York, New England, Florida, and Puerto Rico.
During 2024, we redeployed approximately 20% of our network to focus on our core strengths. These network changes included 15 station closures and over 50 route exits and the announcement of service to several new BlueCities.
We also opened a flight attendant crew base in San Juan, Puerto Rico in December 2024 with plans to open a pilot crew base in early 2025.
Products and Perks Customers Value
During the year, we made enhancements to our customer experience to evolve with customer preferences. We are creating more options by increasing the value of our product offerings and customer experience.
We introduced preferred seating, added new loyalty partners, and implemented a baggage policy update to the Blue Basic fare, which now includes a free carry-on bag. In 2024, we also expanded the co-brand portfolio with the announcement of a premium co-branded credit card, which launched in January 2025.
We announced plans to improve the Even More® Space booking process and onboard soft product experience. Beginning in January 2025, Even More® Space was rebranded to EvenMore® which includes dedicated overhead bin space, complimentary alcoholic beverages, and premium snack options.
We announced plans for the opening of airport lounges at JFK Terminal 5 and BOS Terminal C. The JFK lounge is expected to open in late 2025, with the BOS lounge expected to follow shortly thereafter.
We also announced plans to introduce a new domestic first class cabin on all non-Mint® aircraft, beginning in 2026.
A Secure Financial Future
To secure our financial future we deferred approximately $3.0 billion dollars of capital expenditures related to Airbus aircraft deliveries and raised significant financing. These moves strengthened our liquidity position.
Airbus Aircraft Deferral
On July 26, 2024, JetBlue and Airbus S.A.S. ("Airbus") entered into an amended delivery schedule pursuant to which we agreed to defer 44 Airbus A321neo aircraft originally scheduled for delivery from 2025 through 2029 to revised delivery dates of 2030 and beyond. This aircraft deferral shifted approximately $3.0 billion in capital expenditures to 2030 and beyond.
The Company is pursuing capital-light growth through extending the lives of certain A320 aircraft.
Liquidity
At December 31, 2024, we had $3.9 billion in liquidity, which included unrestricted cash, cash equivalents, short-term investments, and long-term marketable securities. In addition, we had a $600 million Citibank line of credit.
For the year ended December 31, 2024, we completed the following financing transactions:
•raised approximately $2.8 billion in proceeds through the issuance of 9.875% senior secured notes due 2031 ("TrueBlue® Notes") and borrowings under a new senior secured term loan facility due 2029 (the "TrueBlue® Term Loan Facility", collectively the "TrueBlue® Financings");
•issued $460 million of 2.50% convertible senior notes;
•issued $662 million in floating rate equipment notes;
•entered into $668 million of failed sale-leaseback transactions; and
•repaid $748 million on our outstanding debt and finance lease obligations, including the early retirement of $425 million related to our existing 0.50% convertible senior notes.
Refer to Note 3 to our consolidated financial statements included in Part II, Item 8 of this Report for additional information on these financing transactions.
Sustainability
In 2024, we signed a new commercial agreement to purchase SAF during the initial 12-month period, approximately 3.3 million gallons of blended sustainable aviation fuel (with an option to purchase up to an additional 13.3 million gallons). The SAF purchase began supplying JFK airport in the fourth quarter of 2024.

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We were also one of three airlines included in the purchase of SAF certificates, equal to about 50 million gallons of high-integrity SAF, or 500,000 tons, of abated CO e, through the Sustainable Aviation Buyers Alliance.
Pratt & Whitney
In July 2023, Pratt & Whitney, a division of RTX Corporation, announced the requirement, mandated by the FAA, for removal of certain engines for inspection due to a rare condition involving powdered metal used in the production of certain engine parts on the PW1100G and PW1500G engine types. These engines power our Airbus A220 and Airbus A321neo fleets. The powdered metal affects engines manufactured between October 2015 and September 2021. Those engines are now required to be inspected after they have reached a reduced number of cycles dependent on the fleet type. As a result of these required inspections and other engine reliability deficiencies, as of December 31, 2024, we had 11 aircraft grounded due to lack of engine availability. The Company currently expects each removed engine to take approximately 360 days to complete a shop visit and return to a serviceable condition. We currently expect aircraft out of service in 2025 to average in the mid-to-high teens.
Given that we expect to have a certain number of aircraft groundings into 2025 and beyond, we plan to continue to assess the resulting impact on our future capacity plans. We are currently working with Pratt & Whitney on a resolution and any potential remediation steps remains uncertain.

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RESULTS OF OPERATIONS
The following discussion is a comparison of the 2024 to 2023 results of operations. Refer to Part II. Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Annual Report on Form 10-K for the year ended December 31, 2023 for detailed discussions comparing the 2023 to 2022 period.
2024 Compared to 2023
Overview
We reported a net loss of $795 million, an operating loss of $684 million and operating margin of (7.4)% for the year ended December 31, 2024. This compares to net loss of $310 million, operating loss of $230 million, and operating margin of (2.4)% for the year ended December 31, 2023. Our loss per share was $2.30 for 2024 compared to a loss per share of $0.93 for 2023.
Our 2024 and 2023 reported results included the effects of special items. Adjusting for these special items, our adjusted net loss (1) was $245 million, adjusted operating loss (1) was $93 million, and our adjusted operating margin (1) was (1.0)% for 2024. This compares to an adjusted net loss (1) of $151 million, adjusted operating loss (1) of $33 million, and an adjusted operating margin (1) of (0.3)% for 2023. Excluding special items, our adjusted loss per share (1) was $0.71 for 2024 compared to an adjusted loss per share of $0.45 for 2023.
Operating Revenues
(revenues in millions; percent changes based on unrounded numbers)Year-over-Year Change
20242023$%
Passenger revenue$8,617 $9,008 (391)(4.3)%
Other revenue662 607 55 9.0 
Total operating revenues$9,279 $9,615 (336)(3.5)%
Average fare$212.78 $211.79 0.99 0.5 
Yield per passenger mile (cents)15.68 15.92 (0.24)(1.5)
Passenger revenue per ASM (cents)13.04 13.15 (0.11)(0.8)
Operating revenue per ASM (cents)14.04 14.04 — — 
Average stage length (miles)1,287 1,230 57 4.6 
Revenue passengers (thousands)40,498 42,534 (2,036)(4.8)
Revenue passenger miles (millions)54,958 56,578 (1,620)(2.9)
Available seat miles (ASMs) (millions)66,082 68,497 (2,415)(3.5)
Load factor83.2 %82.6 %0.6 pts
Passenger revenue is our primary source of revenue which includes seat revenue and baggage fees, as well as revenue from our ancillary product offerings such as Even More® Space. Passenger revenue, including certain ancillary fees directly related to passenger tickets, is recognized when the transportation is provided. Passenger revenue from unused tickets and passenger credits are recognized in proportion to flown revenue based on estimates of expected expiration or when the likelihood of the customer exercising his or her remaining rights becomes remote. Passenger revenue decreased for 2024 compared to 2023 by $391 million, or 4.3%. This was mainly driven by a 3.5% reduction in capacity.
Other revenue primarily consists of loyalty revenue from the non-transportation elements of the sale of TrueBlue® points. It also includes revenue from the sale of vacation packages, airport concessions and advertising revenue. The year-over-year increase in other revenue of $55 million, or 9.0%, was principally driven by an increase in TrueBlue® non-transportation revenue due to higher customer spend as well as an increase in vacation bookings.
We measure capacity in terms of available seat miles, which represents the number of seats available for passengers multiplied by the number of miles the seats are flown. Yield, or the average amount one passenger pays to fly one mile, is calculated by dividing passenger revenue by revenue passenger miles. We attempt to increase passenger revenue by increasing our yield and also increasing our load factor of flights, when possible. Our objective is to optimize our fare mix to increase our overall revenue per available seat mile while continuing to provide our customers with competitive fares.
(1) Refer to our "Regulation G Reconciliation of Non-GAAP Financial Measures" at the end of this section for more information on this non-GAAP measure. 42
Operating Expenses
(in millions; per ASM data in cents; percentages based on unrounded numbers)Year-over-Year ChangeCents per ASM
20242023$%20242023% Change
Aircraft fuel$2,343 $2,807 (464)(16.5)3.55 4.10 (13.5)
Salaries, wages and benefits3,263 3,055 208 6.8 4.94 4.46 10.7 
Landing fees and other rents659 657 2 0.4 1.00 0.96 4.1 
Depreciation and amortization655 621 34 5.5 0.98 0.90 9.4 
Aircraft rent92 126 (34)(27.2)0.14 0.18 (24.5)
Sales and marketing328 316 12 4.0 0.50 0.46 7.8 
Maintenance, materials and repairs628 654 (26)(4.1)0.95 0.96 (0.6)
Special items591 197 394 
NM (1)
0.89 0.29 NM
Other operating expenses1,404 1,412 (8)(0.6)2.13 2.06 3.1 
Total operating expenses$9,963 $9,845 118 1.2 15.08 14.37 4.9 
(1) Not meaningful or greater than 100% change.
Aircraft Fuel and Related Taxes
Aircraft fuel decreased by $464 million, or 16.5%, in 2024 compared to 2023. The average fuel price decreased 12.1% in 2024 to $2.75 per gallon and fuel consumption decreased by 4.9%, or 44 million gallons.
Salaries, Wages and Benefits
Salaries, wages, and benefits increased $208 million, or 6.8%, in 2024, driven by wage rate increases. The wage rate increases were primarily due to the new pilot union contract effective March 1, 2023, which included an initial pay rate increase of 14% and additional pay rate increases of 3% and 9% in August 2023 and August 2024, respectively.
Depreciation and Amortization
Depreciation and amortization primarily includes owned and finance leased aircraft and spare engines, in-flight entertainment systems, airport leasehold improvements and software development. Depreciation and amortization increased $34 million, or 5.5%, compared to the 2023 period. This increase was primarily driven by the induction of new aircraft and spare engines.
Aircraft Rent
Aircraft rent decreased $34 million, or 27.2%, in 2024 compared to the 2023 period as a result of fewer leases for the Airbus A320 aircraft and the Embraer E190 aircraft. The Company purchased certain Airbus A320 aircraft off lease and certain Embraer E190 aircraft leases reached their lease expiration and were returned to the lessor as part of the Company's fleet transition plan.
Special Items
In 2024, special items included the following:
•$532 million relating to Spirit-related costs;
•$26 million relating to union contract costs;
•$17 million relating to voluntary opt-out costs;
•$15 million relating to Embraer E190 fleet transition costs; and
•$1 million relating to other special items.
In 2023, special items included the following:
•$105 million related to union contract costs; and
•$92 million related to Spirit-related costs.
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Other Income (Expense)
(in millions; percent changes based on unrounded numbers)Year-over-Year Change
20242023$%
Interest expense$(365)$(210)$(155)73.3 %
Interest income111 70 41 58.1 
Capitalized interest15 19 (4)(21.2)
Gain (loss) on investments, net
(27)9 (36)NM
(1)
Gain on debt extinguishments22 — 22 NM
Other31 8 23 NM
Total other expense$(213)$(104)$(109)NM
(1) Not meaningful or greater than 100% change.
Interest Expense
Interest expense increased by $155 million, or 73.3%, for 2024 compared to the same period in 2023. This increase was primarily due to incremental aircraft failed sale-leaseback transactions, new equipment notes, and the financing of our TrueBlue® program. These increases were partially offset by commitment fees incurred in 2023 related to the $3.5 billion Senior Secured Bridge Facility but canceled in March 2024 in connection with the termination of the merger with Spirit.
Interest Income
Interest income increased by $41 million, or 58.1%, for 2024 compared to the same period in 2023. This increase was primarily driven by an increase in short term investments from the proceeds received from the TrueBlue® Financings.
Gain (Loss) on Investments, Net
Gain (loss) on investments, net resulted in $27 million loss for 2024. This loss primarily relates to a mark-to-market adjustment on our preferred shares of one of our JetBlue Ventures equity investments. For 2023, gain (loss) on investments resulted in a $9 million gain on certain equity securities.
Gain on Debt Extinguishments
Gain on debt extinguishments was $22 million for 2024. This gain was due to the early retirement on a portion of our 0.50% convertible senior notes, due 2026.
Other
Other income increased by $23 million for 2024 compared to the same period in 2023. This increase is primarily due to income recorded related to our share of equity method investees' financial results.
LIQUIDITY AND CAPITAL RESOURCES
The airline business is capital intensive. Our ability to successfully execute our growth plan is largely dependent on the continued availability of capital on attractive terms. In addition, our ability to successfully operate our business depends on maintaining sufficient liquidity. We believe we have adequate resources from a combination of cash and cash equivalents, investment securities on-hand, and available lines of credit. Additionally, our unencumbered assets could be an additional source of liquidity, if necessary.
In July 2024, we entered into an amendment to the Second Amended and Restated Credit and Guaranty Agreement (the "Facility"), dated July 29, 2024, among JetBlue, Citibank N.A., as administrative agent, and the lenders party thereto (the "Second Amendment"), which modifies the Facility to, among other things, (i) extend the final maturity of the Facility to October 21, 2029; (ii) adjust the margin and the minimum liquidity requirements of the Company; (iii) replace the sustainability adjustment mechanism; (iv) allow for certain additions of eligible collateral; and (v) remove provisions relating to the terminated merger agreement with Spirit.
In August 2024, we raised approximately $2.8 billion in proceeds through the issuance of the TrueBlue® Financings, which in each case are secured by collateral consisting of assets related to our TrueBlue® loyalty program. We also raised $460 million in proceeds through the issuance of 2.50% convertible senior notes, due 2029. The initial net proceeds from the 2.50%
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convertible senior notes were used to retire a portion of our existing 0.50% convertible senior notes, due 2026. Refer to Note 3 to our consolidated financial statements included in Part II, Item 8 of this Report for additional information on these financing transactions.
In the future, we may decide to seek additional financing or to further increase our capital resources by issuing shares of our capital stock, offering debt or other equity securities or refinancing outstanding debt or securities. Issuing additional shares of our capital stock, other equity securities or additional securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our common stock, or both. Our debt agreements contain various affirmative, negative and financial covenants and complying with certain of these covenants, or entering into agreements with additional covenants, may restrict our ability to pursue our strategy or otherwise constrain our operations. Failure to comply with these covenants could lead to an event of default under the agreements, which may result in, among other things, an acceleration of outstanding obligations under such agreements. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the availability, amount, timing, or nature of our future offerings. As a result, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their percentage ownership.
As of December 31, 2024, our unrestricted cash, cash equivalents, short-term investments, and long-term marketable securities of $3.9 billion, which we believe will be sufficient to satisfy our liquidity needs for at least the next twelve months from the date of this Report, and we expect to meet our long-term liquidity needs with our projected cash from operations, available lines of credit and debt financing.
We believe a healthy liquidity position is a crucial element of our ability to weather any part of the economic cycle while continuing to execute on our plans for profitable growth and increased returns. Our goal is to continue to be diligent with our liquidity, maintain financial flexibility, and be prudent with capital spending.
Analysis of Cash Flows
We had unrestricted cash and cash equivalents of $1.9 billion as of December 31, 2024. This compares to $1.2 billion and $1.0 billion as of December 31, 2023 and 2022, respectively. We held both short and long-term investments in 2024, 2023, and 2022. These investments totaled $2.0 billion as of December 31, 2024 compared to $564 million and $522 million as of December 31, 2023 and 2022, respectively.
Operating Activities
Cash provided by operating activities was $144 million in 2024. This compares to cash provided by operating activities of $400 million in 2023 and $379 million in 2022. The decrease in operating cash flow is driven by higher operating losses due to lower revenue as a result of capacity reduction. The decrease is also due to the change in working capital and the Spirit merger termination.
Investing Activities    
Cash used in investing activities totaled approximately $3.1 billion, $1.4 billion, and $908 million in 2024, 2023, and 2022, respectively.
During 2024, flight equipment capital expenditures included $1.3 billion related to the purchase of aircraft and spare engines as well as aircraft interior modifications. Flight capital expenditures also included $81 million in spare part purchases. Other property and equipment capital expenditures included ground equipment purchases and facility improvements for $121 million. Investing activities for the current year also included $1.5 billion in net purchases of investment securities, $141 million in aircraft pre-delivery deposits payments, $30 million of proceeds from the sale of assets and sale-leaseback transactions, and $22 million in Spirit shareholder payments.
During 2023, flight equipment capital expenditures included $946 million related to the purchase of aircraft and spare engines as well as aircraft interior modifications. Flight capital expenditures also included $63 million in spare part purchases. Other property and equipment capital expenditures included ground equipment purchases and facility improvements for $119 million. Investing activities for 2023 also included $131 million in Spirit shareholder payments, $78 million in flight equipment pre-delivery deposits and $42 million in net purchases of investment securities.
During 2022, flight equipment capital expenditures included $571 million related to the purchase of aircraft and spare engines as well as aircraft interior modifications. Flight capital expenditures also included $64 million for spare part purchases. Other property and equipment capital expenditures included ground equipment purchases and facility improvements for $132 million. Investing activities in 2022 also included the net proceeds of $321 million from our investment securities, $297 million in Spirit shareholder payments and $156 million in flight equipment pre-delivery deposits.
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Financing Activities
Financing activities during the year primarily consisted of the following proceeds:
• $2.8 billion in proceeds from the TrueBlue® Financings;
•$662 million in floating rate equipment notes;
•$460 million from the issuance of 2.50% convertible senior notes;
•$668 million in proceeds from failed sale-leaseback transactions; and
•$60 million in proceeds from the issuance of common stock related to our crewmember stock purchase plan.
These proceeds were partially offset by debt repayments of $748 million on our outstanding debt and finance lease obligations, which included the following repayments:
•$402 million on our 0.5% convertible senior notes;
•$244 million on our term loan debt;
•$96 million on our failed sale-leaseback obligations; and
•$6 million on our finance lease obligations.
Financing activities during 2024 also included $6 million for the acquisition of treasury stock, which represents the return of shares to satisfy tax payments associated with crewmember stock compensation that vested during the period. It also includes $66 million in financing fees related to new debt agreements in 2024.
Financing activities during 2023 primarily consisted of the following proceeds:
•$1.3 billion in proceeds from failed sale-leaseback transactions;
•$78 million in proceeds from long-term debt; and
•$53 million in proceeds from the issuance of common stock related to our crewmember stock purchase plan.
These proceeds were partially offset by debt repayments of $347 million on our outstanding debt and finance lease obligations, which included the following repayments:
•$322 million on our term loan debt;
•$24 million on our failed sale-leaseback obligations; and
•$1 million on our finance lease obligations.
Financing activities during 2023 also included $4 million for the acquisition of treasury stock, which represents the return of shares to satisfy tax payments associated with crewmember stock compensation that vested during the period. It also includes $4 million in financing fees related to new debt agreements in 2023 and the extension of our $600 million revolving credit facility agreement.
Financing activities during 2022 primarily consisted of debt repayments of $369 million on our outstanding debt and finance lease obligations, which included the following repayments and extinguishments:
•$351 million on our term loan debt;
•$11 million towards early extinguishment of debt;
•$6 million on our failed sale-leaseback obligations; and
•$1 million on our finance lease obligations.
These principal payments were partially offset by:
•$52 million in proceeds from the issuance of common stock related to our crewmember stock purchase plan.
Financing activities during 2022 also included $37 million in financing fees, of which $35 million relate to the $3.5 billion Senior Secured Bridge Facility to support the purchase of Spirit, and $6 million used for the acquisition of treasury stock, which represents the return of shares to satisfy tax payments associated with crewmember stock compensation that vested during the period.
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Capital Resources
Depending on market conditions, we may use a mix of cash and debt financing for aircraft scheduled for delivery in 2025. For deliveries after 2025, although we believe debt and/or lease financing should be available to us, we cannot give any assurance that we will be able to secure financing on attractive terms, if at all.
We have a revolving line of credit with Morgan Stanley for up to approximately $200 million. This line of credit is secured by a portion of our investment securities held by Morgan Stanley and the borrowing amount may vary accordingly. This line of credit bears interest at a floating rate based upon the London Interbank Offered Rate ("LIBOR"), or such replacement index as the bank may determine from time to time in accordance with the terms of the agreement, plus a margin. We did not borrow under this facility in 2024, 2023 or 2022.
We have a revolving Credit and Guaranty Agreement with Citibank N.A. as the administrative agent, for up to $600 million (the "Revolving Facility"). The term of the Revolving Facility runs through October 2029. Borrowings under the Revolving Facility bear interest at a variable rate equal to the Secured Overnight Financing Rate ("SOFR"), plus a margin. The Revolving Facility is secured by spare parts, aircraft, simulators, and certain other assets as permitted thereunder. The Revolving Facility includes covenants that require us to maintain certain minimum balances in unrestricted cash, cash equivalents, and unused commitments available under revolving credit facilities. In addition, the covenants restrict our ability to, among other things, dispose of certain collateral, or merge, consolidate, or sell assets. As of and for the years ended December 31, 2024, 2023 and 2022, we did not have a balance outstanding or any borrowings under the Revolving Facility.
We have the TrueBlue® Term Loan Facility with Barclays Bank PLC, as administrative agent, and Wilmington Trust, National Association, as collateral administrator, for up to $765 million, with the Company and JetBlue Loyalty, LP as co-borrowers. The term of the TrueBlue® Term Loan Facility runs through August 2029. The TrueBlue® Term Loan Facility is guaranteed by certain of the Company's subsidiaries and secured, on a pari passu basis with the TrueBlue® Notes, by a first lien on certain collateral in connection with the Company's customer loyalty program, TrueBlue®. The loans under the TrueBlue® Term Loan Facility bear interest at a variable rate equal to Term SOFR (as defined in the agreement governing the TrueBlue® Term Loan Facility) plus an applicable margin (subject to a Term SOFR floor), or another index rate plus an applicable margin. The TrueBlue® Term Loan Facility is subject to quarterly amortization payments beginning in December 2024. The TrueBlue® Term Loan Facility contains customary affirmative, negative and financial covenants including compliance with certain debt service coverage ratios and minimum liquidity requirements as well as events of default. As of and for the year ended December 31, 2024, we had a $763 million balance outstanding under the TrueBlue® Term Loan Facility.
Working Capital
We had working capital of $377 million as of December 31, 2024 compared to a deficit of $1.5 billion as of December 31, 2023. Our working capital increased by $1.8 billion primarily due to an increase in cash and investment securities from raising $2.8 billion in proceeds from the TrueBlue® Financings and raising $460 million in proceeds from the issuance of the 2.50% convertible senior notes. These increases were offset in part by $748 million in payments on our outstanding debt and finance lease obligations, which included an early retirement of a portion of our 0.50% convertible senior notes.
Working capital deficits can be customary in the airline industry since a large portion of air traffic liability is classified within current liability.
We expect to meet our obligations as they become due through available cash, investment securities, and internally generated funds, supplemented, as necessary, by financing activities which may be available to us. We cannot predict what the effect on our business might be from future developments related to the extremely competitive environment in which we operate, or from events beyond our control, such as volatile fuel prices, economic conditions, weather-related disruptions, airport infrastructure challenges, the spread of infectious diseases, the impact of other airline bankruptcies, restructurings or consolidations, U.S. or international military actions, acts of terrorism, or other external geopolitical events and conditions. We believe there is sufficient liquidity available to us to meet our cash requirements for at least the next 12 months.
Debt and Finance Leases
As part of our efforts to effectively manage our balance sheet, we expect to continue to actively manage our debt balances. Our approach to debt management includes managing the mix of fixed and floating rate debt, annual maturities of debt, and the weighted average cost of debt. Additionally, our unencumbered assets allow some flexibility in managing our cost of debt and capital requirements.
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Other
In February 2022, we filed an automatic shelf registration statement with the SEC. Under this shelf registration statement, we may offer and sell from time to time common stock, preferred stock, debt securities, depository shares, warrants, stock purchase contracts, stock purchase units, subscription rights, and pass-through certificates. We may utilize this shelf registration statement, or a replacement filed with the SEC, in the future to raise capital to fund the continued development of our products and services, the commercialization of our products and services, to repay indebtedness, or for other general corporate purposes. The warrants issued by JetBlue to Treasury under the Acts were made, and any issuances of our underlying common stock are expected to be made, in reliance on the exemption from the registration afforded by Section 4(a)(2) of the Securities Act for transactions not involving a public offering.
None of our lenders or lessors are affiliated with us.
CONTRACTUAL OBLIGATIONS
Our material cash requirements for known contractual and other obligations as of December 31, 2024 includes the following (in millions):
Payments due in
20252026202720282029ThereafterTotal
Debt and finance lease obligations (1)
$937 $1,247 $908 $986 $2,188 $5,719 $11,985 
Operating lease obligations132 108 96 82 75 301 794 
Flight equipment purchase obligations981 690 288 410 321 3,754 6,444 
Other obligations (2)
397 372 376 425 290 9 1,869 
Total$2,447 $2,417 $1,668 $1,903 $2,874 $9,783 $21,092 
The amounts stated above do not include additional obligations incurred as a result of financing activities executed after December 31, 2024 except as otherwise noted.
(1)The interest rates are fixed for $6.8 billion of our debt and finance lease obligations, with the remaining $1.7 billion having floating interest rates. The estimated floating rate is equal to SOFR plus an applicable margin based on December 31, 2024 rates. The weighted average maturity of all of our debt was 7 years as of December 31, 2024.
(2)Amounts primarily include non-cancelable commitments for flight equipment maintenance, construction and information technology.
Debt and Finance Lease Obligations
As of December 31, 2024, we were in compliance with the material covenants of our debt and lease agreements.
In August 2024, JetBlue co-issued with JetBlue Loyalty, LP, the TrueBlue® Notes and TrueBlue® Term Loan Facility. The agreements governing the TrueBlue® Notes and TrueBlue® Term Loan Facility contains affirmative, negative and financial covenants including compliance with certain debt service coverage ratios and minimum liquidity requirements. These agreements also contain events of default, including a cross-default to other material indebtedness.
We have $61 million of restricted cash pledged under standby letters of credit related to certain leases that will expire at the end of the related lease terms. Approximately 65% of our owned property and equipment and intangible assets at net book value were pledged or committed to be pledged as security under various loan agreements.
Operating Lease Obligations
As of December 31, 2024, we had operating lease obligations for 26 aircraft with lease terms that expire between 2025 and 2028. Our aircraft lease agreements contain termination provisions which include standard maintenance and return conditions. Our policy is to record these lease return conditions when they are probable and the costs can be estimated. As of December 31, 2024, the average age of our operating fleet was 12 years. We also lease airport terminal space and other airport facilities in each of our markets, as well as office space and other equipment. Minimum ground and facility rents at JFK totaling $535 million are included in the commitments table above as operating lease obligations. In November 2022, we amended the lease to relinquish a portion of the former Terminal 6 property to allow for development of a new Terminal 6 by our development partners JMP through a $65 million letter of credit in exchange for 5% ownership. This amount is included in restricted cash on the consolidated balance sheets as of December 31, 2024.
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We have a long term lease for our primary corporate office in Long Island City until 2039. We have a one-time option to terminate the lease in 2034. At the end of the initial lease term, we have the option to renew the lease for either one renewal term of 10 years, or two renewal terms of five years each. The total committed expenditure for the lease through 2039 is approximately $81 million.
Flight Equipment Purchase Obligations
Our firm aircraft orders include the following aircraft (1):
YearAirbus A220Airbus A321neoTotal
202520424
202617—17
20275—5
20289—9
20297—7
Thereafter—4444
Total (2)
5848106
(1) Our committed future aircraft deliveries are subject to change based on modifications to the contractual agreements or changes in the delivery schedules.
(2) In addition, we have options to purchase 20 A220-300 aircraft in 2027 and 2028.
Committed expenditures for our firm aircraft and spare engines include estimated amounts for contractual price escalations and pre-delivery deposits. We expect to meet our pre-delivery deposit requirements for our aircraft by paying cash or by using short-term borrowing facilities for deposits generally required six to 24 months prior to delivery. Any pre-delivery deposits paid by the issuance of notes are fully repaid at the time of delivery of the related aircraft.
Depending on market conditions, we may use a mix of cash and debt financing for aircraft scheduled for delivery in future years. Although we believe debt and/or lease financing should be available to us, we cannot give any assurance that we will be able to secure financing on attractive terms, if at all. To the extent we cannot secure financing on terms we deem attractive, we may be required to pay in cash, further modify our aircraft acquisition plans, or incur higher than anticipated financing costs.
Other Obligations
Our Terminal at JFK, T5, is governed by a lease agreement we entered into with the PANYNJ in 2005. We are responsible for making various payments under the lease. This includes ground rents for the terminal site which began at the time of the lease execution in 2005 and facility rents which commenced in October 2008 upon our occupancy of T5. The facility rents are based on the number of passengers enplaned out of the terminal, subject to annual minimums. The PANYNJ reimbursed us for construction costs of this project in accordance with the terms of the lease, except for approximately $76 million in leasehold improvements provided by us. In 2012, we amended this lease to include additional ground space for our international arrivals facility, T5i, which we opened in November 2014.
OFF-BALANCE SHEET ARRANGEMENTS
We have determined that we hold a variable interest in, but are not the primary beneficiary of, certain pass-through trusts. The beneficiaries of these pass-through trusts are the purchasers of equipment notes issued by us to finance the acquisition of aircraft. Each trust maintains a liquidity facility whereby a third party agrees to make payments sufficient to pay up to 18 months of interest on the applicable certificates if a payment default occurs.
We have also made certain guarantees and indemnities to other unrelated parties that are not reflected on our consolidated balance sheets, which we believe will not have a significant impact on our results of operations, financial condition or cash flows. We have no other off-balance sheet arrangements. See Notes 3, 4, and 11 to our consolidated financial statements included in Part II. Item 8, for a more detailed discussion of our variable interests and other contingencies, including guarantees and indemnities.

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CLIMATE CHANGE
Concern over climate change has led to significant U.S. and international legislative and regulatory efforts to reduce GHG emissions, including our aircraft and ground operations emissions. Below is a discussion of the regulations that are relevant to JetBlue and the efforts we have taken to address climate change.
Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA")
In October 2016, ICAO passed a resolution adopting CORSIA, which is a global, market-based measure for the airline industry to achieve carbon-neutral growth for international flying beyond 2020. Annual international emissions reporting is required via CORSIA as of the 2019 reporting year, and offsetting compliance is being implemented through multiple phases that began in 2021. ICAO continues to develop details regarding implementation and, while we expect compliance with CORSIA will increase our operating costs, the anticipated cost of compliance with CORSIA is uncertain due to a number of factors, including the volatility in demand for international air travel, regulatory uncertainty, and uncertainty in the supply and price of eligible carbon offsets or low-carbon aircraft fuels.
GHG emission standards
In January 2021, the USEPA promulgated a final rule implementing the 2017 ICAO aircraft engine GHG emission standards, which will apply to larger business and commercial jet aircraft with either new design types (not previously certified by the FAA) or existing design types that are in production as of January 1, 2028. Pursuant to the Clean Air Act, the FAA issued a final rule in February 2024 to implement these standards, introducing new fuel efficiency certification regulations. These regulations became effective in April 2024 and apply to airplanes manufactured after January 1, 2028, as well as to uncertified large business and commercial jet aircrafts.
Sustainable Aviation Fuel Tax Credit & Clean Fuel Production Credit
One of the various programs within the Inflation Reduction Act of 2022 (the "IRA") was the creation of a tax credit for SAF. The SAF credit applies to a qualified fuel mixture containing sustainable aviation fuel for certain sales or uses in calendar years 2023 and 2024. The credit provides for a $1.25 credit for each gallon of SAF in a qualified mixture, which must have a minimum reduction of 50% in lifecycle greenhouse gas emissions. Additionally, there is a supplemental credit of one cent for each percent that the reduction exceeds 50%, for a total credit range of $1.25 to $1.75 per gallon. Though this credit (40B SAF Tax Credit) has been a meaningful development to stimulate the production of SAF, making it more affordable and widely available, the tax credit will only be available through the end of 2024. In 2025, the IRA 40B will be replaced by the Clean Fuel Production Credit (45Z), which will apply to qualifying transportation fuel produced between 2025 and 2027. Beginning January 1, 2025, the Treasury Department will offer tax credits for the production and sale of low emission transportation fuels, including SAF. The tax credit amount is $0.20 per gallon for non-aviation fuel and $0.35 per gallon for SAF. For facilities that satisfy the prevailing wage and apprenticeship requirements, the credit amount is $1.00 per gallon for non-aviation fuel and $1.75 per gallon for SAF. For any taxable year, the IRA 45Z is equal to the applicable credit amount per gallon multiplied by the fuel's carbon dioxide emissions factor. We believe tax credits like 40B and 45Z are an important step in helping the U.S. airline industry reach its goal of achieving net-zero carbon emissions by 2050, as well as our own goal of net zero emissions by 2040. Given the new administration in 2025, we expect some uncertainty around the specifics of these tax credits (requirements, longevity, disbursement, etc.) looking forward.
SAF Mandates
There are also growing initiatives to mandate use of SAF or otherwise reduce GHG emissions associated with various aircraft design types. For more information, see our risk factor titled "We may be affected by global climate change or by legal, regulatory or market responses to such changes."
In October 2023, the European Commission reached an agreement on the ReFuelEU Aviation initiative. Included in this mandate is supplying a minimum share of SAF at all EU airports – starting at 2% by 2025, 6% by 2030 and 20% by 2035, up to 70% by 2050. Of these amounts, 1.2% in 2030, and 5% in 2035 must be power to liquid ("PtL") or E-Fuels, increasing to 35% by 2050. This agreement is a step towards the implementation of the "Fit for 55" legislative package to reduce greenhouse gas emissions by at least 55% by 2030. We can also expect a SAF mandate in the UK starting January 1, 2025, structured similarly to the EU mandate, with a slightly different timescale, ramp-up of SAF volumes, and non-compliance structure. Additionally, France defined its SAF roadmap in 2019, which includes SAF consumption objectives of 2% by 2025, 5% by 2030 and 50% in 2050. Though the obligated party is the fuel provider, JetBlue has worked with its fuel partners throughout Europe & the UK to proactively plan for SAF requirements. JetBlue has similarly worked alongside our partner airlines to preemptively understand reporting requirements and expectations of the various airlines.
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California Climate Disclosure Laws
In 2023, the state of California passed several climate disclosure laws that could impact our operations. These laws require specific disclosures on the amount of Scope 1, 2 and 3 GHG emissions created by an organization, as well as disclosures around climate-related risks and the associated response to those risks, for any entity doing business in California with annual revenue in excess of $1 billion. The potential impacts to our business are not known at this time, but additional costs can be expected in relation to these disclosures. Implementation is expected to be required beginning in 2026. California also adopted a third law requiring disclosure of certain information related to greenhouse gas emissions reduction claims and the purchase or sale of voluntary carbon offsets, which may require us to incur additional costs.
EU Emissions Trading Scheme
Following the EU's adoption of the Emissions Trading System ("ETS") in 2009, a policy to regulate GHG emissions with subsequent emissions allowances, exemptions have been extended to airlines with flights originating or landing outside of the European Economic Area ("EEA") through 2026. In future years, however, the European Commission may decide to integrate all extra-EU flights into the EU ETS which may result in an adverse effect to our business, including to the extent we must navigate conflicting legal requirements such as pursuant to the US's EU ETS Prohibition Act.
Other Related Risks
We investigate means of mitigating climate risk exposure from a physical and transitional risk perspective. Physical risks include, the number of extreme weather events, such as hurricanes, typhoons, wildfires, and rainstorms, which are generally expected to increase in frequency and severity as our climate warms. Occurrences of these extreme weather events may result in flight cancellations, delays, and diversions, impacting our operations and thus adversely affecting our financial results and conditions. Additionally, as stakeholders across our industry are increasingly developing new expectations, behaviors, regulations and technologies that are changing the way we do business, we are evaluating the way our operations will potentially be impacted from financial and operational challenges as we, and our partners, transition into a low-carbon system. However, risks may manifest in ways that we have not foreseen or are otherwise not able to wholly mitigate.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our consolidated financial statements in conformity with generally accepted accounting principles in the United States ("GAAP") requires management to adopt accounting policies as well as make estimates and judgments to develop amounts reported in our financial statements and accompanying notes. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the estimates that are required to prepare our financial statements. We believe our estimates and judgments are reasonable; however, actual results and the timing of recognition of such amounts could differ from those estimates. In addition, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information.
Critical accounting policies and estimates are defined as those that are reflective of significant judgments and uncertainties that could potentially result in materially different results under different assumptions and conditions. The policies and estimates discussed below have been reviewed with our independent registered public accounting firm and with the Audit Committee of our Board of Directors. For a discussion of these and other significant accounting policies, see Note 1 to our consolidated financial statements included in Part II. Item 8.
Passenger Revenue  
Ticket sales and related ancillary fees are initially deferred in air traffic liability. Air traffic liability represents tickets sold but not yet flown, credits which can be used for future travel, and a portion of the liability related to our TrueBlue® loyalty program. The transaction price is allocated to each performance obligation identified in a passenger ticket on a relative standalone basis. Passenger revenue, including certain ancillary fees directly related to passenger tickets, is recognized when transportation is provided.
The majority of passenger tickets sold are non-refundable. Non-refundable fares may be canceled prior to the scheduled departure date for a credit for future travel. Refundable fares may be canceled at any time prior to the scheduled departure date. Failure to cancel a refundable fare prior to departure will result in the cancellation of the original ticket and an issuance of a credit for future travel. Passenger credits can be used for future travel up to a year from the date of booking. Passenger breakage revenue from unused tickets and passenger credits will be recognized in proportion to flown revenue based on estimates of expected expiration when the likelihood of the customer exercising his or her remaining rights becomes remote. Breakage revenue consists of tickets that remain unused past the departure date, have continued validity, and are expected to ultimately expire unused, as well as passenger credits that are not expected to be redeemed prior to expiration. JetBlue uses estimates based on historical experience of expired tickets and credits and considers other factors that could impact future expiration patterns of tickets and credits. Tickets which do not have continued validity past the departure date are recognized as revenue after the scheduled departure date has lapsed.
Loyalty Program 
Customers may earn points under our customer loyalty program, TrueBlue®, based on the fare paid and fare product purchased for a flight. Customers can also earn points through business partners such as credit card companies, hotels, car rental companies, and our participating airline partners.
Points Earned From a Ticket Purchase. When a TrueBlue® member travels, we recognize a portion of the fare as revenue and defer in air traffic liabilities the portion that represents the value of the points net of spoilage, or breakage. We allocate the transaction price to each performance obligation on a relative standalone basis. We determine the standalone selling price of TrueBlue® points issued using the redemption value approach. To maximize the use of observable inputs, we utilize the actual ticket value of the tickets purchased with TrueBlue® points. The liability is relieved and passenger revenue is recognized when the points are redeemed and the free travel is provided.
Points Sold to TrueBlue® Partners. Our most significant contract to sell TrueBlue® points is with our co-branded credit card partner Barclays. Co-branded credit card partnerships have the following identified performance obligations: air transportation; use of the JetBlue brand name, and access to our frequent flyer customer lists; advertising; and other airline benefits. In determining the estimated standalone selling price, for co-branded credit card partnerships, JetBlue considers multiple inputs, methods, and assumptions, including: discounted cash flows; estimated redemption value, net of fulfillment discount; points expected to be awarded and redeemed; estimated annual spending by cardholders; estimated annual royalty for use of JetBlue's frequent flyer customer lists; and estimated utilization of other airline benefits. Payments are typically due monthly based on the volume of points sold during the period, and the terms of our marketing contracts are generally from one to ten years. The overall consideration received is allocated to each performance obligation based on its relative standalone selling price. The air transportation element is deferred and recognized as passenger revenue when the points are redeemed. The other elements are recognized as other revenue when the performance obligations related to those services are satisfied, which is generally the same period as when consideration is received from the participating company.
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Amounts allocated to the air transportation element which are initially deferred include a portion that are expected to be redeemed during the following twelve months (included within air traffic liability), and a portion that are not expected to be redeemed during the following twelve months (included within air traffic liability - non-current). We periodically update this analysis and adjust the split between current and non-current liabilities as appropriate.
Points earned by TrueBlue® members never expire. TrueBlue® members can pool points between small groups of people, branded as Points Pooling™. Breakage is estimated using historical redemption patterns to determine a breakage rate. Breakage rates used to estimate breakage revenue are evaluated annually. Changes to breakage estimates impact revenue recognition prospectively.
Accounting for Long-Lived Assets    
In accounting for long-lived assets, we make estimates about the expected useful lives, projected residual values, and the potential for impairment. In estimating useful lives and residual values of our aircraft, we have relied upon actual industry experience with the same or similar aircraft types and our anticipated utilization of the aircraft. Changing market prices of new and used aircraft, government regulations, and changes in our maintenance program or operations could result in changes to these estimates.
Our long-lived assets are evaluated for impairment when events and circumstances indicate the assets may be impaired. Indicators include operating or cash flow losses, significant decreases in market value, or changes in technology.
To determine if impairment exists for our aircraft used in operations, we group our aircraft by fleet-type (the lowest level for which there are identifiable cash flows) and then estimate their future cash flows based on projections of capacity, aircraft age, maintenance requirements, and other relevant conditions. An impairment occurs when the sum of the estimated undiscounted future cash flows is less than the aggregate carrying value of the fleet. The impairment loss recognized is the amount by which the fleet's carrying value exceeds its estimated fair value.
Refer to Note 17 to our consolidated financial statements included in Part II. Item 8 for further details of our impairment charges.

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REGULATION G RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
We report our financial results in accordance with GAAP; however, we present certain non-GAAP financial measures in this Report. Non-GAAP financial measures are financial measures that are derived from the consolidated financial statements, but that are not presented in accordance with GAAP. We present these non-GAAP financial measures because we believe they provide useful supplemental information that enables a meaningful comparison of our results to others in the airline industry and our prior year results. Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, our financial measures prepared in accordance with GAAP. Further, our non-GAAP information may be different from the non-GAAP information provided by other companies. The information below provides an explanation of each non-GAAP financial measure used in this Report and shows a reconciliation of each such non-GAAP financial measure to its most directly comparable GAAP financial measure.
Operating Expenses, excluding Fuel, Other Non-Airline Operating Expenses, and Special Items ("Operating Expenses ex-fuel") and Operating Expense ex-fuel per Available Seat Mile ("CASM ex-fuel")
Operating Expense per Available Seat Mile ("CASM") is a common metric used in the airline industry. Our CASM for the relevant periods are summarized in the table below. We exclude aircraft fuel, operating expenses related to other non-airline businesses, such as JetBlue Technology Ventures and JetBlue Travel Products, and special items from total operating expenses to determine Operating Expenses ex-fuel, which is a non-GAAP financial measure, and we exclude the same items from CASM to determine CASM ex-fuel, which is also a non-GAAP financial measure. We believe the impact of these special items distorts our overall trends and that our metrics are more comparable with the presentation of our results excluding such impact.
Special items for 2024 include Spirit-related costs, union contract costs, voluntary opt-out costs, Embraer E190 fleet transition costs, and other special items.
Special items for 2023 include Spirit-related costs and union contract costs.
Special items for 2022 include Spirit-related costs, union contract costs and Embraer E190 fleet transition costs.
We believe Operating Expenses ex-fuel and CASM ex-fuel are useful for investors because they provide investors the ability to measure our financial performance excluding items that are beyond our control, such as fuel costs, which are subject to many economic and political factors, as well as items that are not related to the generation of an available seat mile, such as operating expense related to certain non-airline businesses and special items. We believe these non-GAAP measures are more indicative of our ability to manage airline costs and are more comparable to measures reported by other major airlines.
The table below provides a reconciliation of our total operating expenses (GAAP measure) to Operating Expenses ex-fuel, and our CASM to CASM ex-fuel for the periods presented.
NON-GAAP FINANCIAL MEASURE
RECONCILIATION OF OPERATING EXPENSE AND OPERATING EXPENSE PER ASM (CASM), EXCLUDING FUEL
(in millions; per ASM data in cents)202420232022
$per ASM$per ASM$per ASM
Total operating expenses$9,963 15.08 $9,845 14.37 $9,456 14.67 
Less:
Aircraft fuel2,343 3.55 2,807 4.10 3,190 4.95 
Other non-airline expenses60 0.09 64 0.09 55 0.08 
Special items591 0.89 197 0.29 113 0.18 
Operating expenses, excluding fuel$6,969 10.55 $6,777 9.89 $6,098 9.46 
Percent change6.6 %4.6 %
With respect to JetBlue's CASM ex-fuel guidance, we are unable to provide a reconciliation of the non-GAAP financial measure to GAAP CASM, the most directly comparable GAAP measure, because the quantification of certain excluded items reflected in the CASM ex-fuel guidance cannot be calculated or predicted at this time without unreasonable efforts. The reconciling information that is unavailable would include a forward-looking range of financial performance measures beyond our control, such as fuel costs, which are subject to many economic and political factors. For the same reasons, we are unable to address the probable significance of the unavailable information, which could have a potentially unpredictable and potentially significant impact on our future GAAP financial results.
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Operating Expense, Operating Loss, Operating Margin, Pre-tax Loss, Pre-tax Margin, Net Loss and Loss per Share, excluding Special Items, Gain (Loss) on Investments and Gain on Debt Extinguishments
Our GAAP results in the applicable periods were impacted by credits and charges that are deemed special items.
Special items for 2024 include Spirit-related costs, union contract costs, voluntary opt-out costs, Embraer E190 fleet transition costs, and other special items.
Special items for 2023 include Spirit costs and union contract costs.
Special items for 2022 include Spirit costs, union contract costs and Embraer E190 fleet transition costs.
Certain net gains and losses on our investments and the gain on debt extinguishments were also excluded from our 2024, 2023 and 2022 non-GAAP results.
We believe the impact of these items distort our overall trends and that our metrics are more comparable with the presentation of our results excluding the impact of these items. The table below provides a reconciliation of our GAAP reported amounts to the non-GAAP amounts excluding the impact of these items for the periods presented.
NON-GAAP FINANCIAL MEASURE
RECONCILIATION OF OPERATING EXPENSE, OPERATING LOSS, OPERATING MARGIN, PRE-TAX LOSS, ADJUSTED PRE-TAX MARGIN, NET LOSS, LOSS PER SHARE, EXCLUDING SPECIAL ITEMS, GAIN (LOSS) ON INVESTMENTS AND GAIN ON DEBT EXTINGUISHMENTS
Year Ended December 31,
(in millions except percentages)202420232022
Total operating revenues$9,279 $9,615 $9,158 
RECONCILIATION OF OPERATING EXPENSE
Total operating expenses$9,963 $9,845 $9,456 
Less: Special items591 197 113 
Total operating expenses excluding special items$9,372 $9,648 $9,343 
RECONCILIATION OF OPERATING LOSS
Operating loss$(684)$(230)$(298)
Add back: Special items591 197 113 
Operating loss excluding special items$(93)$(33)$(185)
RECONCILIATION OF OPERATING MARGIN
Operating margin(7.4)%(2.4)%(3.3)%
Operating loss excluding special items$(93)$(33)$(185)
Total operating revenues9,279 9,615 9,158 
Adjusted operating margin(1.0)%(0.3)%(2.0)%
RECONCILIATION OF PRE-TAX LOSS
Loss before income taxes$(897)$(334)$(437)
Add back: Special items591 197 113 
Less: Gain (loss) on investments, net(27)9 (9)
Less: Gain on debt extinguishments22 — — 
Loss before income taxes excluding special items, gain (loss) on investments and gain on debt extinguishments$(301)$(146)$(315)
RECONCILIATION OF PRE-TAX MARGIN
Pre-tax margin(9.7)%(3.5)%(4.8)%
Loss before income taxes excluding special items$(301)$(146)$(315)
Total operating revenues9,279 9,615 9,158 
Adjusted pre-tax margin(3.2)%(1.5)%(3.4)%
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NON-GAAP FINANCIAL MEASURE
RECONCILIATION OF OPERATING EXPENSE, OPERATING LOSS, OPERATING MARGIN, PRE-TAX LOSS, PRE-TAX MARGIN, NET LOSS, LOSS PER SHARE, EXCLUDING SPECIAL ITEMS, NET GAIN (LOSS) ON INVESTMENTS AND GAIN ON DEBT EXTINGUISHMENTS (CONTINUED)
(in millions except per share amounts)Year Ended December 31,
202420232022
RECONCILIATION OF NET LOSS
Net loss$(795)$(310)$(362)
Add back: Special items591 197 113 
Less: Income tax benefit related to special items45 31 19 
Less: Gain (loss) on investments, net(27)9 (9)
Less: Income tax benefit (expense) related to gain (loss) on investments, net6 (2)1 
Less: Gain on debt extinguishments22 — — 
Less: Income tax expense related to gain on debt extinguishments(5)— — 
Net loss excluding special items, gain (loss) on investments and gain on debt extinguishments$(245)$(151)$(260)
CALCULATION OF LOSS PER SHARE
Loss per common share
Basic$(2.30)$(0.93)$(1.12)
Add back: Special items1.71 0.59 0.35 
Less: Income tax expense related to special items0.13 0.09 0.06 
Less: Gain (loss) on investments, net(0.08)0.03 (0.03)
Less: Income tax benefit (expense) related to gain (loss) on investments, net0.02 (0.01)— 
Less: Gain on debt extinguishments0.06 — — 
Less: Income tax expense related to gain on debt extinguishments(0.01)— — 
Basic excluding special items, gain (loss) on investments and gain on debt extinguishments$(0.71)$(0.45)$(0.80)
Diluted$(2.30)$(0.93)$(1.12)
Add back: Special items1.71 0.59 0.35 
Less: Income tax benefit related to special items0.13 0.09 0.06 
Less: Gain (loss) on investments, net(0.08)0.03 (0.03)
Less: Income tax benefit (expense) related to gain (loss) on investments, net0.02 (0.01)— 
Less: Gain on debt extinguishments0.06 — — 
Less: Income tax expense related to gain on debt extinguishments(0.01)— — 
Diluted excluding special items, gain (loss) on investments and gain on debt extinguishments$(0.71)$(0.45)$(0.80)

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Glossary of Airline terminology
Airline terminology used in this section and elsewhere in this Report:
•Aircraft utilization - The average number of block hours operated per day per aircraft for the total fleet of aircraft.
•Available seat miles - The number of seats available for passengers multiplied by the number of miles the seats are flown.
•Average fare - The average one-way fare paid per flight segment by a revenue passenger.
•Average fuel cost per gallon - Total aircraft fuel costs, including related taxes, into-plane, transportation, airport fuel flowage, storage fees and effective portion of fuel hedging, divided by the total number of fuel gallons consumed.
•Average stage length - The average number of miles flown per flight.
•Load factor - The percentage of aircraft seating capacity actually utilized, calculated by dividing revenue passenger miles by available seat miles.
•Operating expense per available seat mile - Operating expenses divided by available seat miles.
•Operating expense per available seat mile, excluding fuel - Operating expenses, less aircraft fuel, other non-airline expenses, and special items, divided by available seat miles.
•Operating revenue per available seat mile - Operating revenues divided by available seat miles.
•Passenger revenue per available seat mile - Passenger revenue divided by available seat miles.
•Revenue passengers - The total number of paying passengers flown on all flight segments.
•Revenue passenger miles - The number of miles flown by revenue passengers.
•Yield per passenger mile - The average amount one passenger pays to fly one mile.

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ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The risk inherent in our market risk sensitive instruments and positions is the potential loss arising from adverse changes to the price of fuel and interest rates as discussed below. The sensitivity analyses presented do not consider the effects such adverse changes may have on the overall economic activity, nor do they consider additional actions we may take to mitigate our exposure to such changes. Variable-rate leases are not considered market sensitive financial instruments and, therefore, are not included in the interest rate sensitivity analysis below. Actual results may differ from the sensitivity analyses. See Notes 1, 4 and 13 to our consolidated financial statements included in Part II. Item 8 for accounting policies and additional information.
Aircraft fuel  
Our results of operations are affected by changes in the price and availability of aircraft fuel. Market risk is estimated as a hypothetical 10% increase in the December 31, 2024 cost per gallon of fuel. Based on projected 2025 fuel consumption, such an increase would result in an increase to aircraft fuel expense of $211 million in 2025. As of December 31, 2024, we did not have any outstanding fuel hedging contracts.
Interest  
Our earnings are affected by changes in interest rates due to the impact those changes have on interest expense from variable-rate debt instruments and on interest income generated from our cash and investment balances. The interest rate is fixed for $6.8 billion of our debt and finance lease obligations, with the remaining $1.7 billion having floating interest rates. If interest rates were on average 100 basis points higher in 2025 than they were during 2024, our annual interest expense would increase by approximately $18 million. This amount is determined by considering the impact of the hypothetical change in interest rates on our variable rate debt.
If interest rates were to average 100 basis points lower in 2025 than they were during 2024, our interest income from cash and investment balances would decrease by approximately $13 million. This amount is determined by considering the impact of the hypothetical change in interest rates on the balances of our money market funds and short-term, interest-bearing investments for the trailing twelve-month period.
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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of JetBlue Airways Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of JetBlue Airways Corporation (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 14, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.










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Loyalty Program - Breakage
Description of the Matter
As discussed in Note 1 to the consolidated financial statements, under the customer loyalty program, the Company issues points to customers based upon the fare paid for a ticket purchase or through sales to business partners, including the Company’s co-branded credit card partners. The Company defers a portion of the transaction price allocable to points issued and recognizes revenue when the points are redeemed for travel. The Company estimates breakage for issued points using historical redemption patterns and records revenue for points that are not expected to be redeemed. Estimates of breakage are evaluated annually, and changes to breakage estimates prospectively impact Passenger revenue and Air traffic liability. The balance of the Company’s Air traffic liability associated with the loyalty program was $1.1 billion at December 31, 2024.
Auditing management’s estimates and calculations used in its accounting for the loyalty program is significant to our audit as the related impact to Passenger revenue and Air traffic liability is material and sensitive to changes in the breakage rate. The estimate of breakage by management requires the Company to forecast redemption patterns, which involves the application of judgment and estimation. As a result, auditing the Company’s accounting for the loyalty program breakage estimate was complex and highly judgmental.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for the loyalty program, including controls over management's estimation of breakage rates and review of the significant assumptions underlying the determination of estimated redemption patterns.
Our audit procedures included, among others, evaluating the significant assumptions and the accuracy and completeness of the underlying data used in management's calculation including the total number of points issued to and redeemed by customers. We involved our valuation professionals to assist us in our evaluation of the methodology used by the Company to estimate expected redemption patterns. We performed a sensitivity analysis of management’s estimate of points expected to be redeemed to evaluate the impact on Passenger revenue and Air traffic liability. We also tested the calculation used to determine the amount recognized as revenue for the period.


/s/ Ernst & Young LLP

We have served as the Company's auditor since 2001.

New York, New York
February 14, 2025
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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of JetBlue Airways Corporation

Opinion on Internal Control Over Financial Reporting

We have audited JetBlue Airways Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, JetBlue Airways Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 14, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

New York, New York
February 14, 2025
61
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
 
 December 31,
 20242023
ASSETS
CURRENT ASSETS
Cash and cash equivalents$1,921 $1,166 
Investment securities1,689 401 
Receivables, less allowance (2024 - $6; 2023 - $3)
348 336 
Inventories, less allowance (2024 - $43; 2023 - $35)
158 109 
Prepaid expenses and other142 148 
Total current assets4,258 2,160 
PROPERTY AND EQUIPMENT  
Flight equipment14,103 12,796 
Pre-delivery deposits for flight equipment315 393 
Total flight equipment and pre-delivery deposits, gross14,418 13,189 
Less accumulated depreciation4,243 4,021 
Total flight equipment and pre-delivery deposits, net10,175 9,168 
Other property and equipment, gross1,342 1,310 
Less accumulated depreciation861 803 
Total other property and equipment, net481 507 
Total property and equipment, net10,656 9,675 
OPERATING LEASE ASSETS550 593 
OTHER ASSETS  
Investment securities336 163 
Restricted cash and cash equivalents 227 151 
Intangible assets, net of accumulated amortization (2024 - $580; 2023 - $518)
399 349
Other415 762 
Total other assets1,377 1,425 
TOTAL ASSETS$16,841 $13,853 
See accompanying notes to consolidated financial statements.

62






JETBLUE AIRWAYS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
 
 December 31,
 20242023
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable$619 $641 
Air traffic liability1,572 1,463 
Accrued salaries, wages and benefits663 591 
Other accrued liabilities542 509 
Current operating lease liabilities93 117 
Current maturities of long-term debt and finance lease obligations392 307 
Total current liabilities3,881 3,628 
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS8,147 4,409 
LONG-TERM OPERATING LEASE LIABILITIES510 547 
DEFERRED TAXES AND OTHER LIABILITIES 
Deferred income taxes633 743 
Air traffic liability - non-current653 740 
Other376 449 
Total deferred taxes and other liabilities1,662 1,932 
COMMITMENTS AND CONTINGENCIES (Notes 10 & 11)
STOCKHOLDERS' EQUITY  
Preferred stock, $0.01 par value; 25 shares authorized, none issued
— — 
Common stock, $0.01 par value; 900 shares authorized, 513 and 499 shares issued and, 353 and 339 shares outstanding at 2024 and 2023, respectively
5 5 
Treasury stock, at cost; 160 and 159 shares at 2024 and 2023, respectively
(2,005)(1,999)
Additional paid-in capital3,320 3,221 
Retained earnings1,319 2,114 
Accumulated other comprehensive income (loss)2 (4)
Total stockholders' equity2,641 3,337 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$16,841 $13,853 

See accompanying notes to consolidated financial statements.

63
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
 
 Years Ended December 31,
 202420232022
OPERATING REVENUES
Passenger$8,617 $9,008 $8,586 
Other662 607 572 
Total operating revenues9,279 9,615 9,158 
OPERATING EXPENSES
Aircraft fuel2,343 2,807 3,190 
Salaries, wages and benefits3,263 3,055 2,747 
Landing fees and other rents659 657 544 
Depreciation and amortization655 621 585 
Aircraft rent92 126 114 
Sales and marketing328 316 289 
Maintenance, materials and repairs628 654 591 
Special items591 197 113 
Other operating expenses1,404 1,412 1,283 
Total operating expenses9,963 9,845 9,456 
OPERATING LOSS(684)(230)(298)
OTHER INCOME (EXPENSE)
Interest expense(365)(210)(166)
Interest income111 70 21 
Capitalized interest15 19 18 
Gain (loss) on investments, net(27)9 (9)
Gain on debt extinguishments22 — — 
Other31 8 (3)
   Total other expense(213)(104)(139)
LOSS BEFORE INCOME TAXES(897)(334)(437)
Income tax benefit 102 24 75 
NET LOSS$(795)$(310)$(362)
LOSS PER COMMON SHARE
Basic$(2.30)$(0.93)$(1.12)
Diluted$(2.30)$(0.93)$(1.12)

See accompanying notes to consolidated financial statements.

64
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in millions)

 
Years Ended December 31,
 202420232022
NET LOSS$(795)$(310)$(362)
Changes in fair value of available-for-sale investment securities and derivative instruments, net of reclassifications into earnings, net of taxes of $1, $2, and $0 in 2024, 2023, and 2022, respectively
6 (4)— 
Total other comprehensive income (loss)6 (4)— 
COMPREHENSIVE LOSS$(789)$(314)$(362)

See accompanying notes to consolidated financial statements.

65
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Years Ended December 31,
202420232022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss$(795)$(310)$(362)
Adjustments to reconcile net loss to net cash provided by operating activities: 
Deferred income taxes(110)(27)(73)
Depreciation and amortization655 621 585 
Special items, non-cash 450 — 52 
Gain on debt extinguishments(22)— — 
Stock-based compensation39 39 30 
Gain on sale-leaseback transactions(17)— — 
Unrealized (gains) losses on investments21 — 12 
Changes in certain operating assets and liabilities:
Decrease (increase) in receivables4 (3)(111)
Decrease in inventories, prepaid and other2 67 201 
Increase (decrease) in air traffic liability(10)(145)30 
Increase (decrease) in accounts payable and other accrued liabilities(28)141 26 
Other, net(45)17 (11)
Net cash provided by operating activities144 400 379 
CASH FLOWS FROM INVESTING ACTIVITIES 
Capital expenditures(1,478)(1,128)(767)
Pre-delivery deposits for flight equipment(141)(78)(156)
Purchase of held-to-maturity investments(752)(69)(142)
Proceeds from the maturities of held-to-maturity investments582 12 2 
Purchase of available-for-sale securities(1,778)(474)(473)
Proceeds from the sale of available-for-sale securities487 489 934 
Payment for Spirit Airlines acquisition (22)(131)(297)
Proceeds from the sale of assets and sale-leaseback transactions 30 12 — 
Other, net(8)(11)(9)
Net cash used in investing activities(3,080)(1,378)(908)
CASH FLOWS FROM FINANCING ACTIVITIES 
Proceeds from issuance of long-term debt, net of issuance costs3,793 78 — 
Proceeds from failed sale-leaseback transactions668 1,331 — 
Proceeds from issuance of common stock60 53 52 
Repayment of long-term debt and finance lease obligations(748)(347)(369)
Acquisition of treasury stock(6)(4)(6)
Other, net— (4)(37)
Net cash provided by (used in) financing activities3,767 1,107 (360)
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS831 129 (889)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period1,317 1,188 2,077 
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period (1)
$2,148 $1,317 $1,188 
SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments for interest, net $(230)$(80)$(124)
Cash proceeds (payments) for income taxes, net
(2)49 45 
NON-CASH TRANSACTIONS
Operating lease assets acquired under operating leases$58 $46 $31 
Flight equipment acquired under finance leases122 — — 
(1) Refer to the table below for a reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents.
See accompanying notes to consolidated financial statements.

66
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in millions)
December 31,
202420232022
Cash and cash equivalents$1,921 $1,166 $1,042 
Restricted cash and cash equivalents (2)
227 151 146 
Total cash, cash equivalents, restricted cash, and restricted cash equivalents$2,148 $1,317 $1,188 
    
(2) Restricted cash and cash equivalents primarily consists of principal and interest payments held as a reserve associated with the financing of the TrueBlue® program, and letters of credit.

See accompanying notes to consolidated financial statements.

67
JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in millions)

 
Common Stock Issued
Shares Amount		Treasury Stock Shares AmountAdditional
Paid-In
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Total
Balance at December 31, 2021478 $5 158 $(1,989)$3,047 $2,786 $— $3,849 
Net loss— — — — — (362)— (362)
Vesting of restricted stock units1 — 1 (6)— — — (6)
Stock compensation expense— — — — 30 — — 30 
Stock issued under Crewmember Stock Purchase Plan7 — — — 52 — — 52 
Balance at December 31, 2022486 $5 159 $(1,995)$3,129 $2,424 $— $3,563 
Net loss— — — — — (310)— (310)
Other comprehensive loss— — — — — — (4)(4)
Vesting of restricted stock units2 — — (4)— — — (4)
Stock compensation expense— — — — 39 — — 39 
Stock issued under Crewmember Stock Purchase Plan11 — — — 53 — — 53 
Balance at December 31, 2023499 $5 159 $(1,999)$3,221 $2,114 $(4)$3,337 
Net loss— — — — — (795)— (795)
Other comprehensive income— — — — — — 6 6 
Vesting of restricted stock units2 — 1 (6)— — — (6)
Stock compensation expense— — — — 39 — — 39 
Stock issued under Crewmember Stock Purchase Plan12 — — — 60 — — 60 
Balance at December 31, 2024513 $5 160 $(2,005)$3,320 $1,319 $2 $2,641 

See accompanying notes to consolidated financial statements.

68
JETBLUE AIRWAYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JetBlue Airways Corporation ("JetBlue") is New York's Hometown Airline. We believe our differentiated product and service offerings combined with our competitive cost advantage enables us to effectively compete in the high-value geography we serve. As of December 31, 2024, we served over 100 destinations throughout the United States, Latin America, the Caribbean, Canada, and Europe.
Note 1 - Summary of Significant Accounting Policies
Basis of Presentation    
JetBlue provides air transportation services across the United States, Latin America, the Caribbean, Canada, and Europe. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), and include the accounts of JetBlue and our subsidiaries. All majority-owned subsidiaries are consolidated with all intercompany transactions and balances being eliminated.
We have reclassified certain prior period balances to conform to the current period presentation. Unless otherwise noted, all amounts disclosed are stated before consideration of income taxes.
Use of Estimates    
The preparation of our consolidated financial statements and accompanying notes in conformity with GAAP requires us to make certain estimates and assumptions. Actual results could differ from those estimates.
Fair Value    
The Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board (the "FASB") Accounting Standards Codification® ("ASC" or the "Codification") establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. This topic clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The topic also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs. Refer to Note 13 for more information.
Cash and Cash Equivalents    
Our cash and cash equivalents include short-term, highly liquid investments which are readily convertible into cash. These investments include money market securities, commercial paper, and time deposits with maturities of three months or less when purchased.
Restricted Cash and Cash Equivalents   
Restricted cash and cash equivalents primarily consists of money held as a reserve for principal and interest payments associated with the financing of the TrueBlue® program and letters of credit. The letters of credit relate to a certain number of leases, which will expire at the end of the related lease terms as well as a $65 million letter of credit relating to our 5% ownership in JFK Millennium Partners ("JMP"), a private entity that will finance, develop, and operate John F. Kennedy International Airport ("JFK") Terminal 6. Additionally, we have cash pledged in connection with other business partner agreements, which pledges will expire according to the terms of the applicable related agreement.
Accounts Receivable    
Accounts receivable are carried at cost, which primarily consist of amounts due from credit card companies related to sales of tickets for future travel and amounts due from our co-branded credit card partners. We estimate an allowance for expected credit losses based on known troubled accounts, if any, and historical experience of losses incurred, as well as current and expected conditions.
Investment Securities     
Investment in Debt Securities     
Investments in debt securities consist of available-for-sale investment securities and held-to-maturity investment securities. Realized gains and losses are recorded using the specific identification method in gain (loss) investments, net in the consolidated statements of operations. Unrealized gains and losses on available-for-sale securities are reflected in accumulated other comprehensive income (loss). Refer to Note 13 for an explanation of the fair value hierarchy structure and Note 14 for more information.
69
JETBLUE AIRWAYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Investment in Equity Securities 
Equity method investments. Investments in which we can exercise significant influence are accounted for using the equity method in accordance with ASC Topic 323, Investments - Equity Method and Joint Ventures of the Codification.
Equity investment securities. Our equity investment securities include investments in common stocks of publicly traded companies which are stated at fair value.
Equity investments. Our wholly owned subsidiary, JetBlue Ventures, has equity investments in emerging companies which do not have readily determinable fair values and are accounted for using a measurement alternative.
TWA Hotel. We have an approximate 10% ownership interest in the TWA Flight Center Hotel at JFK, and it is accounted for under the measurement alternative in other assets section of the consolidated balance sheets.
Refer to Note 14 for more information.
Derivative Instruments
Our derivative instruments include fuel hedge contracts, such as jet fuel call options and call option spreads, which are stated at fair value, net of any collateral postings. Derivative instruments are included in other current assets on our consolidated balance sheets. As of December 31, 2024, we did not have any outstanding fuel hedging contracts. Refer to Note 12 for more information.
Inventories    
Inventories consist of expendable aircraft spare parts and supplies that are stated at average cost, as well as aircraft fuel that is accounted for on a first-in, first-out basis. These items are expensed when used or consumed. An allowance for obsolescence on aircraft spare parts and supplies is provided over the remaining useful life of the related aircraft fleet.
Property and Equipment    
We record property and equipment at cost and depreciate to an estimated residual value on a straight-line basis over the asset's estimated useful life. We capitalize additions, asset modifications which extend the useful life or enhance performance, as well as interest related to pre-delivery deposits used to acquire new aircraft and the construction of our facilities.
Estimated useful lives and residual values for property and equipment are summarized as follows:
Property and Equipment TypeEstimated Useful LifeResidual Value
Aircraft (1)
25 years20 %
Inflight entertainment systems
5-10 years
0 %
Aircraft partsFleet life10 %
Flight equipment leasehold improvementsLower of lease term or economic life0 %
Ground property and equipment
2-10 years
0 %
Leasehold improvements - otherLower of lease term or economic life0 %
Buildings on leased landLower of lease term or economic life0 %
(1) The estimated remaining useful life of our Embraer E190 fleet is less than 1 year with an average residual value of 12%. In addition, the Company is pursuing capital-light growth and as a result certain Airbus A320 airframes were extended to an estimated useful life of between 33 to 35 years with an average residual value of $1.5 million.
Property under finance leases is initially recorded at an amount equal to the present value of future minimum lease payments which is computed on the basis of our incremental borrowing rate or, when known, the interest rate implicit in the lease. Amortization of property under finance leases is on a straight-line basis over the expected useful life to their estimated residual values and is included in depreciation and amortization expense.
We record impairment losses on long-lived assets used in operations when events and circumstances indicate the assets may be impaired and the undiscounted future cash flows estimated to be generated by the asset groups are less than the asset groups net book value. If impairment occurs, the loss is measured by comparing the fair value of the asset to its carrying amount.
70
JETBLUE AIRWAYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We did not record any impairment losses for the years ended December 31, 2024 and 2023. In 2022, we recorded $52 million in impairment losses relating to our Embraer E190 fleet transition. These losses were attributed to aircraft and related spare parts including the ones under operating leases. Refer to Note 17 for additional information.
For property and equipment classified as held for sale, we discontinue depreciation and record impairment losses if the fair value is lower than the carrying amount of those assets. As of December 31, 2024, we had $33 million classified as held for sale within prepaid expenses and other in current assets on the consolidated balance sheets. These assets are primarily Embraer E190 aircraft and Airbus A320 spare engines permanently parked and expected to sell within the next 12 months.
Software   
We capitalize certain costs related to the acquisition and development of computer software. We amortize these costs using the straight-line method over the estimated useful life of the software, which is generally five years. The net book value of computer software, which is included in intangible assets on our consolidated balance sheets, was $138 million and $157 million as of December 31, 2024 and 2023, respectively. Amortization expense related to computer software was $72 million, $62 million, and $51 million for the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, amortization expense related to computer software is expected to be as follows (in millions):
Amortization Expense
2025$54 
202638 
202729 
202814 
20293 
Indefinite-Lived Intangible Assets
Our indefinite-lived intangible assets consist primarily of acquired slots at certain high density airports which results in no amortization of expense. Slots are the rights to take-off or land at a specific airport during a specified time of day and are a means by which airport capacity and congestion can be managed. We evaluate our indefinite-lived intangible assets for impairment on an annual basis, or more frequently as needed when events and circumstances indicate an impairment may exist. Impairment indicators include operating or cash flow losses as well as various market factors to determine if events and circumstances could reasonably have affected the fair value. As of December 31, 2024 and 2023, our indefinite-lived intangible assets, which are included in intangible assets on our consolidated balance sheets, were $139 million. We performed an impairment assessment as of December 31, 2024 and determined our indefinite-lived intangible assets were not impaired.
Passenger Revenue    
Ticket sales and related ancillary fees are initially deferred in air traffic liability. Air traffic liability represents tickets sold but not yet flown, credits which can be used for future travel, and a portion of the liability related to our TrueBlue® loyalty program. The transaction price is allocated to each performance obligation identified in a passenger ticket on a relative standalone basis. Passenger revenue, including certain ancillary fees directly related to passenger tickets, is recognized when transportation is provided. Taxes that we are required to collect from our customers, including foreign and U.S. federal transportation taxes, security taxes, and airport facility charges, are excluded from passenger revenue. Those taxes and fees are recorded as a liability upon collection and are relieved from the liability upon remittance to the applicable governmental agency.
The majority of passenger tickets sold are non-refundable. Non-refundable fares may be canceled prior to the scheduled departure date for a credit for future travel. Refundable fares may be canceled at any time prior to the scheduled departure date. Failure to cancel a refundable fare prior to departure will result in the cancellation of the original ticket and an issuance of a credit for future travel. Passenger credits can be used for future travel up to one year from the date of booking. Passenger breakage revenue from unused tickets and passenger credits will be recognized in proportion to flown revenue based on estimates of expected expiration when the likelihood of the customer exercising his or her remaining rights becomes remote. Breakage revenue consists of tickets that remain unused past the departure date, have continued validity, and are expected to ultimately expire unused, as well as passenger credits that are not expected to be redeemed prior to expiration. JetBlue uses estimates based on historical experience of expired tickets and credits and considers other factors that could impact future expiration patterns of tickets and credits. Tickets which do not have continued validity past the departure date are recognized as revenue after the scheduled departure date has lapsed.
71
JETBLUE AIRWAYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Passenger ticket costs primarily include credit card fees, commissions paid, and global distribution systems booking fees. Costs are allocated entirely to the purchased travel services and are capitalized until recognized when travel services are provided to the customer.
Loyalty Program   
Customers may earn points under our customer loyalty program, TrueBlue®, based on the fare paid and fare product purchased for a flight. Customers can also earn points through business partners such as credit card companies, hotels, car rental companies, and our participating airline partners.
Points Earned From a Ticket Purchase. When a TrueBlue® member travels, we recognize a portion of the fare as revenue and defer in air traffic liability the portion that represents the value of the points net of spoilage, or breakage. The transaction price is allocated to each performance obligation on a relative standalone basis. We determine the relative standalone selling price of TrueBlue® points issued using the redemption value approach. To maximize the use of observable inputs, we utilize the actual ticket value of the tickets purchased with TrueBlue® points. The liability is relieved and passenger revenue is recognized when points are redeemed and free travel is provided.
Points Sold to TrueBlue® Partners. Our most significant contract to sell TrueBlue® points is with our co-branded credit card partner. Co-branded credit card partnerships have the following identified performance obligations: air transportation; use of the JetBlue brand name and access to our frequent flyer customer lists; advertising; and other airline benefits. In determining the relative standalone selling price for co-brand credit card arrangements, JetBlue considered multiple inputs, methods and assumptions, including: discounted cash flows; estimated redemption value, net of fulfillment discount; points expected to be awarded and redeemed; estimated annual spending by cardholders; estimated annual royalty for use of JetBlue's frequent flyer customer lists; and estimated utilization of other airline benefits. Payments are typically due monthly based on the volume of points sold during the period, and the terms of our contracts are generally from one to ten years. The overall consideration received is allocated to each performance obligation based on its relative standalone selling price. The air transportation element is deferred and recognized as passenger revenue when the points are redeemed. The other elements are recognized as other revenue when the performance obligations related to those services are satisfied, which is generally the same period as when consideration is received from the participating company.
Amounts allocated to the air transportation element which are initially deferred include a portion that are expected to be redeemed during the following twelve months (included within air traffic liability), and a portion that are not expected to be redeemed during the following twelve months (included within air traffic liability - non-current). We periodically update this analysis and adjust the split between current and non-current liabilities as appropriate.
Points earned by TrueBlue® members never expire. TrueBlue® members can pool points between small groups of people, branded as Points Pooling™. Breakage is estimated using historical redemption patterns to determine a breakage rate. Breakage rates used to estimate breakage revenue are evaluated annually. Changes to breakage estimates impact revenue recognition prospectively.
Aircraft Fuel
Aircraft fuel consists of the cost of jet fuel, related taxes, into-plane, transportation, airport fuel flowage, and storage fees. It also includes realized gains and losses arising from fuel derivatives.
Airframe and Engine Maintenance and Repairs   
Regular airframe maintenance for owned and leased flight equipment is expensed as incurred unless covered by a third-party long-term flight hour service agreement. We have separate service agreements in place covering scheduled and unscheduled repairs of certain airframe line replacement unit components as well as engines in our fleet. Certain of these agreements are under a power-by-the-hour agreement, which requires monthly payments at rates based on either the number of operating aircraft cycles or engine flight hours each month in exchange for a predetermined maintenance program. These power-by-the-hour agreements, if they meet certain criteria, transfer risk to the third-party service provider and therefore, are expensed based on actual flight hours or aircraft cycles occurring each period.
Advertising Costs
Advertising costs, which are included in sales and marketing, are expensed as incurred. Advertising expense was $79 million in 2024, $66 million in 2023, and $59 million in 2022.
72
JETBLUE AIRWAYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share-Based Compensation
We record compensation expense for share-based awards based on the grant date fair value of those awards. Share-based compensation expense includes an estimate for pre-vesting forfeitures. Each vesting portion of an award is recognized over the requisite service periods of the awards on a straight-line basis. Refer to Note 7 for more information.
Income Taxes
We account for income taxes utilizing the liability method. Deferred income taxes are recognized for the tax consequences of temporary differences between the tax and financial statement reporting bases of assets and liabilities. A valuation allowance for deferred tax assets is provided unless realization of the asset is judged by us to be more likely than not. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Refer to Note 8 for more information.
Recently Issued Accounting Pronouncements
Accounting Standards Update 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09)
ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. Income taxes paid (net of refunds received) will be required to be disaggregated by federal, state and foreign jurisdictions. The disaggregation is based on a quantitative threshold of 5% of total income taxes paid, net of refunds received. Income (loss) before income tax benefit (expense) is also required to be disaggregated between domestic and foreign jurisdictions. ASU 2023-09 eliminates the requirement to disclose the cumulative amounts of temporary differences not recognized due to deferred tax liabilities. The standard is effective for fiscal years beginning after December 15, 2024. The standard will be applied prospectively, with the option to apply on a retrospective basis. Early adoption is permitted. The Company is evaluating the new standard but does not expect it to have a material impact on the Company’s results of operations or financial position.
Accounting Standards Update 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07)
ASU 2023-07 requires a reporting entity to disclose significant segment expense categories and other segment items for each reportable segment on an annual and interim basis. Annual disclosures about a segments income (loss) will be required on an interim basis. We adopted this standard effective December 31, 2024, and it did not have a material impact on our results of operations or financial position. Refer to Note 16 for more information.
Note 2 - Revenue Recognition
The Company categorizes revenue recognized from contracts with its customers by revenue source as we believe it best depicts the nature, amount, timing, and uncertainty of our revenue and cash flow. The following table provides revenue recognized by revenue source for the years ended December 31, 2024, 2023, and 2022 (in millions):
Twelve Months Ended December 31,
202420232022
Passenger revenue
Passenger travel$7,983 $8,403 $8,078 
Loyalty revenue - air transportation634 605 508 
Other revenue
Loyalty revenue464 422 391 
Other revenue198 185 181 
Total operating revenue$9,279 $9,615 $9,158 
TrueBlue® is our customer loyalty program designed to reward and recognize our customers. TrueBlue® points earned from ticket purchases are recorded as a reduction to Passenger travel within passenger revenue. Amounts presented in Loyalty revenue - air transportation represent revenue recognized when TrueBlue® points have been redeemed and travel has occurred. Loyalty revenue within other revenue primarily consists of the non-air transportation elements from the sale of TrueBlue® points.

73
JETBLUE AIRWAYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Contract Liabilities
Our contract liabilities primarily consist of ticket sales for which transportation has not yet been provided, unused credits available to customers, and outstanding loyalty points available for redemption (in millions):
December 31, 2024December 31, 2023
Air traffic liability - passenger travel$1,073 $1,099 
Air traffic liability - loyalty program (air transportation)1,125 1,072 
Deferred revenue - passenger travel and loyalty program travel (1)
389 455 
Deferred revenue - other (2)
27 32 
Total $2,614 $2,658 
(1) Included within other accrued liabilities and other liabilities on our consolidated balance sheets.
(2) Included within air traffic liability on our consolidated balance sheets.
During the years ended December 31, 2024 and 2023, we recognized passenger revenue of $1.1 billion and $1.2 billion, respectively, which was included in passenger travel liability at the beginning of the respective periods.
The Company elected the practical expedient that allows entities to not disclose the amount of the remaining transaction price and its expected timing of recognition for passenger tickets if the contract has an original expected duration of one year or less or if certain other conditions are met. We elected to apply this practical expedient to our contract liabilities relating to passenger travel and ancillary services as our tickets or any related passenger credits expire generally one year from the date of booking.
TrueBlue® points are combined into one homogeneous pool and are not separately identifiable. As such, the revenue is comprised of points that were part of the air traffic liability balance at the beginning of the period as well as points that were issued during the period.
The table below presents the activity of the current and non-current air traffic liability for our loyalty program, and includes points earned and sold to participating companies for the years ended December 31, 2024 and 2023 (in millions):
Balance at December 31, 2022$1,000 
TrueBlue® points redeemed passenger
(605)
TrueBlue® points redeemed other
(24)
TrueBlue® points earned and sold
701 
Balance at December 31, 20231,072 
TrueBlue® points redeemed passenger
(634)
TrueBlue® points redeemed other
(26)
TrueBlue® points earned and sold
713 
Balance at December 31, 2024$1,125 
The timing of our TrueBlue® point redemptions can vary; however, the majority of points are redeemed within approximately two years of the date of issuance.

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Note 3 - Long-term Debt, Short-term Borrowings, and Finance Lease Obligations
Long-term debt and finance lease obligations and the related weighted average contractual interest rate at December 31, 2024 and 2023 consisted of the following (in millions):
 December 31, 2024December 31, 2023
Secured Debt
Fixed rate special facility bonds, due through 2036$43 5.0 %$43 5.0 %
Fixed rate enhanced equipment notes:
2019-1 Series AA, due through 2032452 2.8 %481 2.8 %
2019-1 Series A, due through 2028141 3.0 %150 3.0 %
2019-1 Series B, due through 202758 8.1 %71 8.1 %
2020-1 Series A, due through 2032469 4.1 %511 4.1 %
2020-1 Series B, due through 2028100 7.8 %118 7.8 %
Fixed rate equipment notes, due through 2028219 4.3 %323 4.3 %
Floating rate equipment notes, due through 2036 (1)
742 7.4 %109 7.4 %
Aircraft failed sale-leaseback transactions, due through 2036 (1)
2,221 7.0 %1,649 7.0 %
TrueBlue® senior secured notes, due through 2031
1,988 9.9 %— — %
TrueBlue® senior secured term loan facility, due through 2029 (1)
749 9.9 %— — %
Finance leases116 5.8 %— — %
Unsecured Debt
Unsecured CARES Act Payroll Support Program loan, due through 2030259 2.0 %259 2.0 %
Unsecured Consolidated Appropriations Act Payroll Support Program Extension loan, due through 2031144 2.0 %144 2.0 %
Unsecured American Rescue Plan Act of 2021 Payroll Support loan, due through 2031132 2.0 %132 2.0 %
0.50% convertible senior notes, due through 2026
325 0.5 %750 0.5 %
2.50% convertible senior notes, due through 2029
460 2.5 %— — %
Total debt and finance lease obligations$8,618 $4,740 
Less: Debt issuance costs(79)(24)
Less: Current maturities(392)(307)
Long-term debt and finance lease obligations$8,147 $4,409 
(1) Certain debt bears interest at a floating rate equal to Secured Overnight Financing Rate ("SOFR"), plus a margin.
Fixed Rate Specialty Bonds, Due Through 2036
In November 2005, the Greater Orlando Aviation Authority ("GOAA") issued special purpose airport facilities revenue bonds to JetBlue as reimbursement for certain airport facility construction and other costs. In April 2013, GOAA issued $42 million in special purpose airport facility revenue bonds to refund the bonds issued in 2005. The proceeds from the refunded bonds were loaned to us and we recorded the issuance of $43 million, net of $1 million premium, as long-term debt on our consolidated balance sheets.
Fixed Rate Enhanced Equipment Notes
We have financed certain aircraft with Enhanced Equipment Trust Certificates ("EETCs"). One of the benefits of this structure is being able to finance several aircraft at one time, rather than individually. The structure of EETC financing is that we create pass-through trusts in order to issue pass-through certificates. The proceeds from the issuance of these certificates are then used to purchase equipment notes which are issued by us and are secured by our aircraft. These trusts meet the definition of a variable interest entity ("VIE"), as defined in Topic 810 Consolidation of the FASB Codification, and must be considered for consolidation in our financial statements. Our assessment of our EETCs considers both quantitative and qualitative factors including the purpose for which these trusts were established and the nature of the risks in each. The main purpose of the trust
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structure is to enhance the credit worthiness of our debt obligation through certain bankruptcy protection provisions and liquidity facilities, and also to lower our total borrowing cost. We concluded that we are not the primary beneficiary in these trusts because our involvement in them is limited to principal and interest payments on the related notes, the trusts were not set up to pass along variability created by credit risk to us and the likelihood of our defaulting on the notes. Therefore, we have not consolidated these trusts in our financial statements.
2019-1 Equipment Notes
In November 2019, we completed a public placement of equipment notes in an aggregate principal amount of $772 million secured by 25 Airbus A321 aircraft. The equipment notes were issued in two series: (i) Series AA, bearing interest at the rate of 2.75% per annum in the aggregate principal amount equal to $589 million, and (ii) Series A, bearing interest at the rate of 2.95% per annum in the aggregate principal amount equal to $183 million. Principal and interest are payable semi-annually.
In August 2020, we completed a public placement of equipment notes in an aggregate principal amount of $115 million bearing interest at a rate of 8.00% per annum. These equipment notes are secured by the 25 Airbus A321 aircraft included in the collateral pool of our 2019-1 Series AA and Series A offerings completed in November 2019. Principal and interest are payable semi-annually.
2020-1 Equipment Notes
In August 2020, we completed a public placement of equipment notes in an aggregate principal amount of $808 million secured by 24 Airbus A321 aircraft. The equipment notes were issued in two series: (i) Series A, bearing interest at the rate of 4.00% per annum in the aggregate principal amount equal to $636 million, and (ii) Series B, bearing interest at the rate of 7.75% per annum in the aggregate principal amount equal to $172 million. Principal and interest are payable semi-annually.
Fixed Rate Equipment Notes, Due Through 2028
In 2018 and 2019, we issued fixed rate equipment notes of $567 million and $219 million, respectively. In 2022, we prepaid approximately $11 million of debt on fixed rate equipment notes. These notes mature on an aircraft-by-aircraft basis from September 2022 through December 2028 and as of December 31, 2024 are secured by 23 Airbus aircraft.
Floating Rate Equipment Notes, Issued in 2024
In 2024, we issued $662 million in floating rate equipment notes. Debt incurred matures on an aircraft-by-aircraft basis from December 2027 through November 2036, with principal and interest payable quarterly in arrears.
Aircraft Failed Sale-Leaseback Transactions, Issued in 2024
In 2024, we entered into $668 million of aircraft failed sale-leaseback transactions. Debt incurred under these failed sale-leasebacks matures on an aircraft-by-aircraft basis from January 2034 through December 2036. These sale-leasebacks did not qualify as sales for accounting purposes. The assets associated with these transactions remain on our consolidated balance sheets within property and equipment and the related liabilities under the lease are classified within debt and finance leases obligations. These transactions are treated as cash from financing activities on our consolidated statements of cash flows.
TrueBlue® Financings
TrueBlue® Senior Secured Notes
In August 2024, JetBlue and JetBlue Loyalty, LP ("Loyalty LP" and, together with the Company, the "TrueBlue® Issuers") co-issued $2.0 billion aggregate principal amount of senior secured notes due 2031 (the "TrueBlue® Notes"). The TrueBlue® Notes bear interest at a rate of 9.875% per annum, in each case payable quarterly in arrears beginning in December 2024. The TrueBlue® Notes are scheduled to mature in September 2031, unless earlier redeemed or repurchased by the TrueBlue® Issuers.
The TrueBlue® Notes were issued under an indenture (the "TrueBlue® Indenture"), dated as of August 27, 2024, by and among the TrueBlue® Issuers, the guarantors party thereto (the "Guarantors") and Wilmington Trust, National Association, as trustee. The TrueBlue® Notes were sold pursuant to a purchase agreement, dated August 13, 2024, by and among the TrueBlue® Issuers, the Guarantors and Goldman Sachs & Co. LLC and Barclays Capital Inc., as representatives of the several initial purchasers identified therein.
The TrueBlue® Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by each of the Guarantors. The TrueBlue® Notes and the TrueBlue® Note guarantees are secured, together with all outstanding obligations
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under the TrueBlue® Term Loan Facility (as defined below), by a first lien on certain collateral in connection with the Company’s customer loyalty program, TrueBlue® (the "Collateral").
At any time prior to August 27, 2027, the TrueBlue® Issuers may redeem the TrueBlue® Notes, in whole or in part, at a price equal to 100% of the principal amount thereof, plus an applicable "make-whole" premium. On or after August 27, 2027, the TrueBlue® Issuers may redeem the TrueBlue® Notes, in whole or in part, at the applicable redemption prices described in the Indenture. No sinking fund is provided for the TrueBlue® Notes, which means the TrueBlue® Issuers are not required to set aside funds periodically for redemption or retirement of the TrueBlue® Notes. Upon the occurrence of certain circumstances, the TrueBlue® Issuers will prepay a pro rata portion of the TrueBlue® Notes.
The TrueBlue® Indenture contains customary affirmative, negative and financial covenants including compliance with certain debt service coverage ratios and minimum liquidity requirements as well as events of default. In the case of an event of default with respect to the TrueBlue® Issuers and/or the Guarantors arising from specified events of bankruptcy or insolvency, all outstanding TrueBlue® Notes will become due and payable immediately without further action or notice.
TrueBlue® Senior Secured Term Loan Facility
In August 2024, the Company and Loyalty LP entered into a new senior secured term loan credit and guaranty agreement among the Company and Loyalty LP, as co-borrowers, the Guarantors, the lenders party thereto, Barclays Bank PLC, as administrative agent, and Wilmington Trust, National Association, as collateral administrator, for a $765 million senior secured term loan facility (the "TrueBlue® Term Loan Facility") due 2029. The TrueBlue® Term Loan Facility is guaranteed by the Guarantors and secured, on a pari passu basis with the TrueBlue® Notes, by the Collateral. The loans under the TrueBlue® Term Loan Facility bear interest at a variable rate equal to Term SOFR plus an applicable margin (subject to a Term SOFR floor), or another index rate plus an applicable margin. The TrueBlue® Term Loan Facility is subject to quarterly amortization payments beginning in December 2024.
The TrueBlue® Term Loan Facility also contains mandatory prepayment provisions, which may require the co-borrowers, in certain instances, to prepay obligations owing under the TrueBlue® Term Loan Facility or other priority lien debt in connection with, among other things, dispositions of collateral or a change of control. Any prepayment of the loans under the TrueBlue® Term Loan Facility prior to the maturity date (other than as a result of an early amortization event, an event of default or certain other mandatory prepayment events thereunder) may require the TrueBlue® Issuers to pay a prepayment premium.
The TrueBlue® Term Loan Facility contains covenants and events of default substantially similar to those applicable to the TrueBlue® Notes, including a cross-default to other material indebtedness including the TrueBlue® Notes.
Federal Payroll Support Programs, Due Through 2031
As a result of the adverse economic impact of COVID-19, in 2020 and 2021 we received assistance under various payroll support programs provided by the federal government.
CARES Act – Payroll Support Program
On March 27, 2020, Congress passed the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). Under the CARES Act, assistance was made available to the aviation industry in the form of direct payroll support (the "Payroll Support Program") and secured loans (the "Loan Program").
On April 23, 2020, we entered into a Payroll Support Program Agreement (the "PSP Agreement") under the CARES Act with the United States Department of the Treasury ("Treasury") governing our participation in the Payroll Support Program. Under the Payroll Support Program, Treasury provided us with a total of approximately $963 million (the "Payroll Support Payments") consisting of $704 million in grants and $259 million in unsecured term loans. The loans have a 10-year term and bear interest on the principal amount outstanding at an annual rate of 1.00% until April 23, 2025, and the applicable SOFR plus 2.00% thereafter until April 23, 2030. The principal amount may be repaid at any time prior to maturity at par. As part of the agreement, JetBlue issued to Treasury warrants to acquire more than 2.7 million shares of our common stock under the program at an exercise price of $9.50 per share.
Consolidated Appropriations Act – Payroll Support Program 2
On January 15, 2021, we entered into a Payroll Support Program Extension Agreement (the "PSP Extension Agreement") with Treasury governing our participation in the federal Payroll Support Program for passenger air carriers under the United States Consolidated Appropriations Act, 2021 (the "Payroll Support Program 2"). Treasury provided us with a total of approximately $580 million (the "Payroll Support 2 Payments") under the program, consisting of $436 million in grants and
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$144 million in unsecured term loans, with funding received on January 15, 2021, March 5, 2021 and April 29, 2021. The loans have a 10-year term and bear interest on the principal amount outstanding at an annual rate of 1.00% until January 15, 2026, and the applicable SOFR plus 2.00% thereafter until January 15, 2031. In consideration for the Payroll Support 2 Payments, we issued warrants to purchase approximately 1.0 million shares of our common stock to Treasury at an exercise price of $14.43 per share.
American Rescue Plan Act – Payroll Support Program 3
On May 6, 2021, we entered into a Payroll Support 3 Agreement (the "PSP3 Agreement") with Treasury governing our participation in the federal payroll support program for passenger air carriers under Section 7301 of the American Rescue Plan Act of 2021 (the "Payroll Support Program 3"). Treasury provided us with a total of approximately $541 million (the "Payroll Support 3 Payments") under the program, consisting of $409 million in grants and $132 million in unsecured term loans. The loans have a 10-year term and bear interest on the principal amount outstanding at an annual rate of 1.00% until May 6, 2026, and the applicable SOFR plus 2.00% thereafter until May 6, 2031. In consideration for the Payroll Support 3 Payments, we issued warrants to purchase approximately 0.7 million shares of our common stock to Treasury at an exercise price of $19.90 per share.
The warrants associated with each of the payroll support programs described above will expire 5 years after issuance and will be exercisable either through net cash settlement or net share settlement, at our option, in whole or in part at any time.
Our funding from all payroll support grants were fully utilized as of December 31, 2021.
0.50% Convertible Senior Notes, Due Through 2026
In March 2021, we completed a private offering for $750 million of 0.50% convertible notes due 2026. The notes are general senior unsecured obligations and will rank equal in right of payment with all of our existing and future senior unsecured indebtedness and senior in right of payment to our existing and future subordinated debt. The notes will effectively rank junior in right of payment to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all of our indebtedness and other liabilities. The net proceeds from this offering were approximately $734 million.
Holders of the notes may convert them into shares of our common stock prior to January 1, 2026 only under certain circumstances (such as upon the satisfaction of the sale price condition, the satisfaction of the trading price condition, notice of redemption, or specified corporate events) and thereafter at any time at a rate of 38.5802 shares of common stock per $1,000 principal amount of notes, which corresponds to an initial conversion price of approximately $25.92 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events, including, but not limited to, the issuance of certain stock dividends on common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness or assets, cash dividends, and certain issuer tender or exchange offers.
Upon conversion, the notes will be settled in cash up to the aggregate principal amount of the notes to be converted and, at our election, in shares of our common stock, cash or a combination of cash and shares of our common stock in respect of the remainder, if any, of our conversion obligation.
We are not required to redeem or retire the notes periodically. We may, at our option, redeem any of the notes for cash at a redemption price of 100% of their principal amount, plus accrued and unpaid interest at any time on or after April 1, 2024 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide a notice of redemption to the holders.
We evaluated the conversion feature of this note offering for embedded derivatives in accordance with ASC 815, Derivatives and Hedging, and the substantial premium model in accordance with ASC 470, Debt. Based on our assessment, separate accounting for the conversion feature of this note offering is not required.
A portion of the net proceeds from the issuance of the 2.50% convertible senior notes, described in the section below, were used to retire $425 million of our existing 0.50% convertible senior notes, due 2026. As a result of this retirement, we recognized a gain on debt extinguishment of $22 million in 2024. This gain was included within other income (expense) on our consolidated statements of operations.
For 2024, the effective interest rate of the 0.50% convertible senior notes was 0.50%. Interest expense recognized in 2024 was $6 million, of which $3 million was related to the amortization of debt issuance costs and $3 million was due to contractual
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interest expense. Interest expense recognized in each of 2023 and 2022 was $7 million, of which $3 million was related to the amortization of debt issuance costs and $4 million was due to contractual interest expense.
The following table provides information relating to the principal amount and unamortized debt issuance costs of the 0.50% Convertible Senior Notes (in millions):
December 31, 2024December 31, 2023
Principal amount$325 $750 
Less: Unamortized debt issuance costs2 8 
Net carrying amount 323 742 
2.50% Convertible Senior Notes, Due through 2029
In August 2024, we issued $460 million of 2.50% convertible senior notes due in September 2029, consisting of an initial $400 million offering and a subsequent $60 million option, under an indenture, dated as of August 16, 2024 with Wilmington Trust, National Association, as trustee. Interest is payable semi-annually in arrears in March and September of each year, beginning in March 2025. The notes are general unsecured senior obligations and will rank equal in right of payment with our existing and future senior unsecured indebtedness and senior in right of payment to our existing and future subordinated debt. The notes will effectively rank junior in right of payment to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all indebtedness and other liabilities of our subsidiaries.
Holders of the notes may convert them into shares of our common stock subsequent to December 31, 2024 but prior to June 1, 2029 only under certain enumerated circumstances, such as upon the satisfaction of the sale price condition, the satisfaction of the trading price condition, notice of redemption, or specified corporate events, and thereafter at any time upon conversion, the notes will be settled in cash up to the aggregate principal amount of the notes to be converted and, at our election, in shares of our common stock, cash or a combination of cash and shares of our common stock in respect of the remainder, if any, of our conversion obligation.
The initial conversion rate of 163.3987 shares of common stock per $1,000 principal amount of notes, corresponds to an initial conversion price of approximately $6.12 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events, including, but not limited to, the issuance of certain stock dividends on common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness or assets, cash dividends and certain issuer tender or exchange offers.
We are not required to redeem or retire the notes periodically. We may, at our option, redeem any of the notes for cash at a redemption price of 100% of their principal amount, plus accrued and unpaid interest at any time on or after September 1, 2027 until the 45th scheduled trading day before the maturity date, under certain circumstances. Additionally, holders may under specified conditions, have the right to require the Company to repurchase all or a portion of the notes for a cash price equal to 100% of the principal amount of the notes to be repurchased plus accrued and unpaid interest, if any.
We have evaluated the conversion feature of this note offering for embedded derivatives in accordance with ASC 815, Derivatives and Hedging, and ASC 470, Debt. Based on our assessment, separate accounting for the conversion feature of this note offering is not required.
For 2024, the effective interest rate of the $460 million 2.50% convertible senior notes was 2.60%. With respect to these notes, for the year ended December 31, 2024, we recognized interest expense of $5 million, of which $1 million was due to the amortization of debt issuance costs and $4 million was due to contractual interest expense.
The following table provides information relating to the principal amount and unamortized debt issuance costs of the 2.50% Convertible Senior Notes (in millions):
December 31, 2024
Principal amount$460 
     Less: Unamortized debt issuance costs10 
Net carrying amount $450 
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General Debt Matters
In 2024, we made principal payments of $748 million on our outstanding debt and finance lease obligations.
As of December 31, 2024, we were in compliance with the covenants of our debt and lease agreements.
In 2024, we recognized a $22 million gain on the early extinguishment of debt. There were no early debt extinguishments in 2023 and debt payoffs resulted in immaterial extinguishment expense in 2022.
Maturities of our debt and finance leases, net of debt issuance costs, for the next five years are as follows (in millions):
Maturities
2025$376 
2026705 
2027389 
2028492 
20291,744 
Thereafter4,833 
As of December 31, 2024, aircraft, engines, intangible assets, other equipment, and facilities with a net book value of $7.3 billion were pledged as security under various financing arrangements. Cash payments for interest related to debt and finance lease obligations, less interest income cash receipts, were $230 million, $80 million, and $124 million in 2024, 2023, and 2022, respectively.
Fair Value of Debt
The carrying amounts and estimated fair values of our long-term debt, net of debt issuance costs, at December 31, 2024 and 2023 were as follows (in millions):
December 31, 2024December 31, 2023
Carrying Value
Estimated Fair Value (1)
Carrying Value
Estimated Fair Value (1)
Total Debt$8,539 $8,337 $4,716 $4,691 
(1) The estimated fair values of our publicly held long-term debt are classified as Level 2 in the fair value hierarchy. The fair values of our non-public debt are estimated using a discounted cash flow analysis based on our borrowing rates for instruments with similar terms and therefore classified as Level 3 in the fair value hierarchy. The fair values of our other financial instruments approximate their carrying values. Refer to Note 13 for an explanation of the fair value hierarchy structure.
Short-term Borrowings
Citibank Line of Credit
As previously disclosed, on October 21, 2022, JetBlue entered into the $600 million Second Amended and Restated Credit and Guaranty Agreement (the "Facility"), among JetBlue, Citibank N.A., as administrative agent, and the lenders party thereto. This line of credit bears interest at a rate equal to the Alternate Base Rate ("ABR") plus a margin, or SOFR plus a margin.
On July 29, 2024, the Company entered into the Second Amendment to the Second Amended and Restated Credit and Guaranty Agreement, which modifies the Facility to, among other things, (i) extend the final maturity of the Facility to October 21, 2029; provided that if the Company’s 0.50% convertible senior notes due 2026 are not extended, refinanced or paid off, subject to a specified minimum outstanding principal amount thereof, then the Facility expiration will be automatically shortened to December 31, 2025; (ii) adjust the margin and the minimum liquidity requirements of the Company; (iii) replace the sustainability adjustment mechanism; (iv) allow for certain additions of eligible collateral; and (v) remove provisions relating to the terminated merger agreement with Spirit Airlines, Inc. ("Spirit").
As of and for the years ended December 31, 2024 and 2023, we did not have a balance outstanding or any borrowings under the Facility.
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Morgan Stanley Line of Credit
We have a revolving line of credit with Morgan Stanley for up to approximately $200 million. This line of credit is secured by a portion of our investment securities held by Morgan Stanley and the amount available to us under this line of credit may vary accordingly. This line of credit bears interest at a floating rate based upon LIBOR (or such replacement index as the bank shall determine from time to time in accordance with the terms of the agreement), plus a margin. As of and for the years ended December 31, 2024 and 2023, we did not have a balance outstanding or any borrowings under this line of credit.
2022 $3.5 Billion Senior Secured Bridge Facility
JetBlue entered into a Second Amended and Restated Commitment Letter (the "Commitment Letter"), dated July 28, 2022, with Goldman Sachs Bank USA; BofA Securities, Inc.; Bank of America, N.A.; BNP Paribas; Credit Suisse AG, New York Branch; Credit Suisse Loan Funding LLC; Credit Agricole Corporate and Investment Bank; Natixis, New York Branch; Sumitomo Mitsui Banking Corporation; and MUFG Bank, Ltd. (collectively, the "Commitment Parties"), pursuant to which the Commitment Parties committed to provide a senior secured bridge facility in an aggregate principal amount of up to $3.5 billion to finance the acquisition of Spirit under the Agreement and Plan of Merger (the "Merger Agreement"). The Commitment Letter was terminated on March 4, 2024. Prior to its termination, we did not have a balance outstanding or any borrowings under this facility. Please refer to Note 18 for additional details on the termination of the Merger Agreement.
Note 4 - Leases
Operating lease assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. When available, we use the rate implicit in the lease to discount lease payments to present value. For leases that do not provide a readily determinable implicit rate, we estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.
Leases with a term of 12 months or less are not recorded on the balance sheet. Our lease agreements do not contain any residual value guarantees. For facility leases, we account for the lease and non-lease components as a single lease component.
The table below presents the lease-related assets and liabilities recorded on our consolidated balance sheets as of December 31, 2024 and 2023 (in millions):
As of December 31,
20242023
AssetsClassification on Balance Sheet
Operating lease assetsOperating lease assets$550 $593 
Finance lease assetsProperty and equipment, net115 — 
Total lease assets$665 $593 
LiabilitiesClassification on Balance Sheet
Current:
Operating lease liabilitiesCurrent operating lease liabilities$93 $117 
Finance lease liabilitiesCurrent maturities of long-term debt and finance lease obligations15 — 
Long-term:
Operating lease liabilitiesLong-term operating lease liabilities510 547 
Finance lease liabilitiesLong-term debt and finance lease obligations101 — 
Total lease liabilities$719 $664 
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As of December 31,
20242023
Weighted average remaining lease term (in years)
Operating leases88
Finance leases7— 
Weighted average discount rate
Operating leases7.1 %7.1 %
Finance leases5.8 %— %
Flight Equipment Leases
We operated a fleet of 290 aircraft as of December 31, 2024. Of our fleet, 26 aircraft were accounted for as operating leases and none were accounted for as finance leases. These operating aircraft leases generally have long durations with remaining terms of two months to four years. As of December 31, 2024, we had 12 and 26 spare engines accounted for as finance leases and operating leases, respectively.
The Company completed two engine sale-leaseback transactions for the year ended December 31, 2024, which resulted in a gain of $17 million, which is included within other operating expenses on our consolidated statement of operations. These sale-leasebacks are accounted for as operating leases and are included in operating lease assets and operating lease liabilities on our consolidated balance sheets. There were no sale-leaseback transactions for the years ended December 31, 2023 and 2022.
We have purchase options for eight of our aircraft leases at the end of their lease terms. These purchase options are at fair market value and have a one-time option during the term at fixed amounts that were expected to approximate the fair market value at lease inception.
We did not record any impairment losses for the year ended December 31, 2024 and 2023. In 2022, we recorded $52 million in impairment losses relating to our Embraer E190 fleet transition. These losses were attributed to aircraft and related spare parts including the ones under operating leases. Refer to Note 17 for further details.
Facility Leases
Our facility leases are primarily for space at the airports we serve. These leases are classified as operating leases and reflect our use of passenger terminal service facilities consisting of ticket counters, gate space, operations support area, and baggage service offices. We lease space directly or indirectly from the local airport authority on varying terms dependent on prevailing practices at each airport. The remaining terms of our airport leases vary from one month to 14 years. Our leases at certain airports contain provisions for periodic adjustments of rental rates based on the operating costs of the airports or the frequency of use of the facilities. Some of these leases also include renewal options and/or termination options that are factored into our determination of lease payments when appropriate. Because of the variable nature of the rates, these leases are not recorded as operating lease assets and operating lease liabilities on our consolidated balance sheets.
We also have leases for our corporate offices, training center, and various hangars and airport support facilities at our focus cities.
Other Ground and Property Equipment
We lease certain IT assets, ground support equipment, and various other pieces of equipment. The lease terms of our ground support equipment are less than 12 months. The amount of other equipment we have is not significant.
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Lease Costs
The table below presents certain information related to our lease costs during the years ended December 31, 2024, 2023, and 2022 (in millions):
202420232022
Operating lease cost$139 $167 $158 
Short-term lease cost5 2 1 
Finance lease cost:
Amortization of assets7 — — 
Interest on lease liabilities3 — — 
Variable lease cost607 614 500 
Sublease income(23)(20)(20)
Total net lease cost$738 $763 $639 
Other Information
The table below presents supplemental cash flow information related to leases during the years ended December 31, 2024, 2023, and 2022 (in millions):
202420232022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases$162 $168 $154 
Operating cash flows for finance leases3 — — 
Financing cash flows for finance leases6 2 1 
Lease Commitments
The table below presents scheduled future minimum lease payments for operating and finance leases recorded on our consolidated balance sheets, as of December 31, 2024 (in millions):
As of December 31, 2024
Operating LeasesFinance Leases
2025$132 $21 
2026108 21 
202796 21 
202882 21 
202975 21 
Thereafter301 34 
Total minimum lease payments$794 $139 
Less: amount of lease payment representing interest(191)(23)
Present value of future minimum lease payment$603 $116 
Less: current obligations under leases(93)(15)
Long-term lease obligations$510 $101 
Note 5 - Stockholders' Equity
As of December 31, 2024, we had a total of 40.7 million shares of common stock reserved for issuance. These shares are primarily related to our equity incentive plans. Refer to Note 7 for further details on our share-based compensation.
As of December 31, 2024, we had a total of 160.3 million shares of treasury stock.
The treasury stock reflected on our consolidated statement of cash flows for the year ended December 31, 2024 represents the return of shares to satisfy tax payments associated with crewmember stock compensation that vested during the period.
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Note 6 - Loss Per Share
Basic loss per share is calculated by dividing net loss by the weighted average number of shares outstanding. Diluted loss per share is calculated similarly but includes potential dilution from restricted stock units, the crewmember stock purchase plan, convertible notes, warrants issued under various federal payroll support programs, and any other potentially dilutive instruments using the treasury stock and if converted method. Anti-dilutive common stock equivalents excluded from the computation of diluted loss per share amounts were 4.4 million, 2.0 million, and 1.8 million for the years ended December 31, 2024, 2023, and 2022 respectively.
The following table shows how we computed basic and diluted loss per common share for the years ended December 31 (dollars and share data in millions):
202420232022
Net loss$(795)$(310)$(362)
Weighted average basic shares346.0 332.9 323.6 
Effect of dilutive securities— — — 
Weighted average diluted shares346.0 332.9 323.6 
Loss per common share
Basic $(2.30)$(0.93)$(1.12)
Diluted$(2.30)$(0.93)$(1.12)

Note 7 - Share-Based Compensation
We have various equity incentive plans under which we have granted stock awards to our eligible crewmembers and members of our Board of Directors ("Board"). For the years ended 2024, 2023, and 2022, stock awards were granted under the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan, ("2020 Plan").
Unrecognized stock-based compensation expense was approximately $35 million as of December 31, 2024. This amount relates to a total of 8.6 million in unvested restricted stock units ("RSUs"), performance stock units ("PSUs"), and deferred stock units ("DSUs") that were outstanding under our 2020 Plan. We expect to recognize this stock-based compensation expense over a weighted average period of approximately 19 months.
The total stock-based compensation expense, which is included within salaries, wages and benefits on our consolidated statements of operations, for the years ended December 31, 2024, 2023, and 2022 was $39 million, $39 million, and $30 million, respectively.
2020 Omnibus Equity Incentive Plan
On May 14, 2020, our stockholders approved the 2020 Plan. Upon inception, the 2020 Plan had 10.5 million shares of our common stock reserved for issuance. In May 2023 and 2024, our stockholders approved an additional 10.0 million and 15.0 million shares of common stock, respectively, to be reserved for issuance under the plan, bringing the total authorized shares reserved for issuance over the term of the 2020 Plan to 35.5 million. The 2020 Plan, by its terms, will terminate no later than May 2030. Under this plan, we grant RSUs to certain crewmembers and members of our Board. The vesting periods for the RSUs vary by grant but are no less than one year. We also grant DSUs to members of our Board and PSUs to certain members of our leadership team.
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The following is a summary of RSU activity under the 2020 Plan for the year ended December 31, 2024 (in millions except per share data):
Shares Weighted Average Grant Date Fair Value
Nonvested at beginning of year6 $8.90 
Granted4 6.68 
Vested(2)10.29 
Forfeited(1)7.41 
Nonvested at end of year7 $7.41 
The total intrinsic value, determined as of the date of vesting, for all RSUs under the 2020 Plan that vested during the year ended December 31, 2024 was $16 million.
During the years ended December 31, 2024, 2023, and 2022, we granted a nominal amount of DSUs. The vesting period for DSUs under the 2020 Plan is either one or three years of service. Once vested, shares are issued six months and one day following a Director’s departure from the Board. 
In 2024 and 2023, we granted 1.5 million and 1.8 million, respectively, of PSUs to certain members of our leadership team, payment of which are based upon achievements of certain performance criteria. No PSUs were granted in 2022.
Crewmember Stock Purchase Plans
Additionally, we have our JetBlue Airways Corporation Crewmember Stock Purchase Plan ("CSPP"), which our stockholders approved in May 2020, that is available to all eligible crewmembers.
At inception, the CSPP had 17.5 million shares of our common stock reserved for issuance. In May 2023 and 2024, our stockholders approved an additional 10.0 million and 25.0 million shares of common stock, respectively, bringing the total authorized shares of common stock reserved for issuance over the term of the CSPP to 52.5 million shares. The CSPP, by its terms, will terminate no later than May 2030.
Our CSPP has a series of six-month offering periods, with a new offering period beginning on the first business day of May and November each year. Crewmembers can enroll in the CSPP nearly year-round, with the exception of specific blackout dates. Enrollment is effective at the start of the next offering period. Crewmembers may contribute up to 10% of their pay towards the purchase of common stock via payroll deductions. Purchase dates occur on the last business day of April and October each year. The purchase price is the closing stock price on the day before the purchase date, less a 15% discount. The compensation cost relating to the discount is recognized over the offering period. The total expense recognized relating to our CSPP for the year ended December 31, 2024 was approximately $11 million and $9 million in each of the years ended December 31, 2023 and 2022. Under the plan, crewmembers purchased 12.2 million, 11.2 million, and 6.4 million new shares for the years ended December 31, 2024, 2023, and 2022, respectively, at weighted average prices of $4.90, $4.67, and $8.07 per share, respectively.
Under the CSPP, should we be acquired by merger or sale of substantially all of our assets, or by sale of more than 50% of our outstanding voting securities, all outstanding purchase rights will automatically be exercised immediately prior to the effective date of the acquisition at a price equal to 85% of the fair market value per share immediately prior to the acquisition.
Taxation
The Compensation-Stock Compensation topic of the Codification requires deferred taxes be recognized on temporary differences that arise with respect to stock-based compensation attributable to nonqualified stock options and awards. However, no tax benefit is recognized for stock-based compensation attributable to incentive stock options, or CSPP shares until there is a disqualifying disposition, if any, for income tax purposes. A portion of our historical stock-based compensation was attributable to CSPP shares; therefore, our effective tax rate was subject to fluctuation.
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Note 8 - Income Taxes
Our income tax benefit (expense) consisted of the following for the years ended December 31 (in millions):
202420232022
Deferred:
Federal$93 $43 $86 
State28 6 (13)
Foreign(11)(22)— 
Deferred income tax benefit110 27 73 
Current:
Federal— 1 3 
State— 1 — 
Foreign(8)(5)(1)
Current income tax benefit (expense)(8)(3)2 
Total income tax benefit$102 $24 $75 
On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act permits net operating loss ("NOL") carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. As of December 31, 2024, the Company has filed an application for refund.
Our income tax benefit reconciles to the amount computed below by applying the U.S. federal statutory income tax rate to our loss before income taxes for the years ended December 31 as follows (in millions):
202420232022
Income tax benefit at statutory rate$188 $70 $92 
State income tax, net of federal benefit28 7 (13)
Nondeductible expenses(13)(14)(8)
Foreign rate differential1 — (4)
Valuation allowance(108)(49)2 
Unrecognized tax benefit (expense)— — 3 
Research & Development tax credits(1)11 — 
Foreign income tax deduction12 — — 
Other, net(5)(1)3 
Total income tax benefit$102 $24 $75 
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The components of our deferred tax assets and liabilities as of December 31 are as follows (in millions):
20242023
Deferred tax assets:
Deferred revenue/gains242 220 
Employee benefits106 95 
Foreign tax credit44 90 
Other credits13 15 
Net operating loss carryforward1,082 914 
Interest expense limitation carryforward110 50 
Operating lease liabilities145 161 
Rent expense12 18 
Transaction costs— 25 
Capital loss carryforward125 — 
Sec. 174 research activities34 27 
Other18 16 
Total deferred tax assets1,931 1,631 
Valuation allowance(238)(153)
Deferred tax assets, net1,693 1,478 
Deferred tax liabilities:
Property and equipment(2,168)(2,049)
Operating lease assets(131)(143)
Other(27)(29)
Total deferred tax liabilities(2,326)(2,221)
Net deferred tax liability$(633)$(743)
As of December 31, 2024, we have a total tax effected NOL carryforwards of $1.1 billion. The federal NOLs of $811 million have an indefinite life. We also have state and foreign NOLs of $139 million and $132 million, respectively from various taxing jurisdictions which, if go unused will start to expire in 2025 through 2044. Our ability to use our NOLs and other carryforwards depends on the amount of taxable income generated in future periods.
In evaluating the realizability of the deferred tax assets, we assess whether it is more likely than not that some portion, or all, of the deferred tax assets, will be realized. We consider, among other things, the generation of future taxable income (including reversals of deferred tax liabilities) during the periods in which the related temporary differences will become deductible. At December 31, 2024, we provided a $238 million valuation allowance to reduce the deferred tax assets to an amount that we consider is more likely than not to be realized. Of the total valuation allowance, $114 million relates to foreign NOL carryforward that begins to expire in 2025 and $123 million relates to transaction costs.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):
202420232022
Unrecognized tax benefits at January 1,$25 $26 $40 
Increases for tax positions taken during the period8 — 5 
Decreases for tax positions taken during the period(1)(5)(6)
Increases for tax positions taken during a prior period— 5 — 
Decreases for tax positions taken during a prior period(1)(1)(13)
Unrecognized tax benefits December 31,$31 $25 $26 
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Interest and penalties accrued on unrecognized tax benefits were not significant. If recognized, $8 million of the unrecognized tax benefits as of December 31, 2024 would impact our effective tax rate. We do not expect any significant change in the amount of the unrecognized tax benefits within the next 12 months. As a result of net operating losses and statute of limitations in our major tax jurisdictions, years 2016 through 2020 remain subject to examination by the relevant tax authorities.
Note 9 - Crewmember Retirement Plan
We sponsor a retirement savings 401(k) defined contribution plan, covering our U.S. and Puerto Rico crewmembers, where we match 100% of our crewmember contributions up to 5% of their eligible wages. Employer contributions vest after three years of service and are measured from a crewmember’s hire date. Crewmembers are vested immediately in their voluntary contributions.
In 2022 and 2023, certain Federal Aviation Administration ("FAA") licensed crewmembers received a discretionary contribution of 3% of eligible compensation, which we refer to as Retirement Advantage. As of January 2024, the Retirement Advantage program ended and these licensed Crewmembers now receive a discretionary contribution of 8% of eligible compensation, which we refer to as Retirement Non-elective Licensed Crewmember contributions. System controllers also receive a Company discretionary contribution of 5% of eligible compensation, referred to as Retirement Non-elective Crewmember contributions. The Company's non-elective contributions vest after three years of service.
Our Pilots receive a non-elective Company contribution of 16% of eligible compensation per the terms of the finalized collective bargaining agreement between JetBlue and the Air Line Pilots Association ("ALPA"), in lieu of the above 401(k) Company matching contribution, Retirement Non-elective, and Retirement Advantage contributions. The Company's non-elective contribution of eligible Pilot compensation vests after three years of service.
Total 401(k) company match and non-elective crewmember contributions expense for the years ended December 31, 2024, 2023, and 2022 were $264 million, $271 million, and $249 million, respectively.
Note 10 - Commitments
Flight Equipment Commitments
Our committed expenditures for aircraft and related flight equipment, including estimated amounts for contractual price escalations and pre-delivery deposits, is set forth in the table below (in millions):
Flight Equipment Commitments
YearTotal
2025$981 
2026690 
2027288 
2028410 
2029321 
Thereafter3,754 
Total$6,444 
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Our firm aircraft orders include the following aircraft:
Flight Equipment Deliveries (1)
YearAirbus A220 Airbus A321neoTotal
202520 4 24 
202617 — 17 
20275 — 5 
20289 — 9 
20297 — 7 
Thereafter— 44 44 
Total (2)
58 48 106 
(1) The aircraft orders stated above represents the current delivery schedule set forth in our Airbus order book as of December 31, 2024.
(2) In addition, we have options to purchase 20 A220-300 aircraft in 2027 and 2028.
Other Commitments
We utilize several credit card processors to process our ticket sales. Our agreements with these processors do not contain covenants, but do generally allow the processor to withhold cash reserves to protect the processor from potential liability for tickets purchased, but not yet used for travel. While we currently do not have any collateral requirements related to our credit card processors, we may be required to issue collateral to our credit card processors, or other key business partners, in the future.
As of December 31, 2024, we had $89 million in restricted cash and cash equivalents held as a reserve for principal and interest payments associated with the financing of the TrueBlue® program. We also had $61 million for letters of credit relating to a certain number of our leases, which will expire at the end of the related lease terms as well as a $65 million letter of credit relating to our 5% ownership in JFK Millennium Partners ("JMP"), a private entity that will finance, develop, and operate JFK Terminal 6. The letters of credit are included in restricted cash and cash equivalents on the consolidated balance sheets. Additionally, we had $12 million cash pledged primarily related to other business partner agreements, which will expire according to the terms of the related agreements.
We have a long-term lease for our primary corporate office in Long Island City until 2039. We have a one-time option to terminate the lease in 2034. At the end of the initial lease term, we have the option to renew the lease for either one renewal term of 10 years, or two renewal terms of five years each. Our lease commitments are $5 million in 2025, $5 million in 2026, $5 million in 2027, and an anticipated lease expenditure of $66 million over the remainder of the term.
Labor Unions and Non-Unionized Crewmembers
As of December 31, 2024, 51% of our full-time equivalent crewmembers were represented by labor unions. The pilot group, which represents 23% of our full-time equivalent crewmembers, is covered by a collective bargaining agreement ("CBA"). Negotiations for an amended pilot CBA began in May 2024 and are ongoing.
Our pilots are represented by ALPA. Our inflight crewmembers and flight instructors are represented by the Transport Workers Union of America ("TWU"); our other frontline crewmembers do not have third party representation.
TWU
On July 14, 2022, TWU filed a representation application with the National Mediation Board ("NMB") seeking an election among the 35 pilot instructors ("Flight Instructors"). JetBlue disputed TWU’s application alleging that Flight Instructors do not constitute a craft or class. On October 26, 2023, the NMB notified the participants that it rejected JetBlue’s argument and ordered an election. The Flight Instructors voted for TWU representation. Contract negotiations for an initial CBA began in April 2024 and are ongoing.
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ALPA
In April 2021, ALPA, on behalf of the JetBlue pilot group, filed a grievance relating to the Northeast Alliance (the "NEA"). ALPA claims that by entering the NEA, JetBlue violated certain scope clauses contained in the pilots’ ALPA collective bargaining agreement. As a result of a mediation process, the parties agreed to certain changes to the collective bargaining agreement. The agreement, ratified by the JetBlue pilot group in April 2022, included a one-time payment and associated payroll taxes of $32 million, paid and recorded as an expense within special items, and a 3% base pay increase effective May 1, 2022.
In January 2023, JetBlue pilots approved a two-year contract extension effective March 1, 2023, which included a ratification payment and adjustments to paid-time-off accruals resulting from pay rate increases of $95 million. JetBlue pilots received an additional pay rate increase in August 2024 from this ratification, which resulted in an adjustment to paid time-off accruals of $26 million. These expenses are included within special items.
Non-Unionized Crewmembers
We enter into individual employment agreements with each of our non-unionized FAA-licensed crewmembers which include dispatchers, technicians, inspectors, and air traffic controllers. Each employment agreement is for a term of five years and automatically renews for an additional five years unless either the crewmember or we elect not to renew it by giving at least 90 days' notice before the end of the relevant term. Pursuant to these agreements, these crewmembers can only be terminated for cause. In the event of a downturn in our business that would require a reduction in work hours, we are obligated to pay these crewmembers a guaranteed level of income and to continue their benefits if they do not obtain other aviation employment.
Note 11 - Contingencies
We self-insure a portion of our losses from claims related to workers’ compensation, environmental issues, property damage, medical insurance for crewmembers, and general liability. Losses are accrued based on an estimate of the ultimate aggregate liability for claims incurred, using standard industry practices and our actual experience.
We are a party to many routine contracts under which we indemnify third parties for various risks. These indemnities consist of the following:
All of our bank loans, including our aircraft mortgages, obligate us to reimburse the bank for any increased costs arising from regulatory changes, including changes in reserve requirements and bank capital requirements; these obligations are standard terms present in loans of this type. These indemnities would increase the interest rate on our debt if they were to be triggered. In all cases, we have the option to repay the loan and avoid the increased costs. These terms match the length of the related loan up to 15 years.
Under both aircraft leases with foreign lessors and aircraft mortgages with foreign lenders, we have agreed to customary indemnities concerning withholding tax law changes. Under these contracts we are responsible, should withholding taxes be imposed, for paying such amount of additional rent or interest as is necessary so that the lessor or lender still receives, after taxes, the rent stipulated in the lease or the interest stipulated under the loan. The term of these indemnities matches the length of the related lease or loan up to 25 years.
We have various airport leases for our operations as well as various other agreements among airlines relating to fuel consortia or fuel farms at airports. Under these contracts we have agreed to standard language indemnifying the lessor against environmental liabilities associated with the operations described under the agreement, even if we are not the party responsible for the initial event that caused the damage. In the case of fuel consortia at airports, these indemnities are generally joint and several among the participating airlines. We have purchased a standalone environmental liability insurance policy to help mitigate this exposure. Our existing aviation hull and liability policy includes some limited environmental coverage when a cleanup is part of an associated single identifiable covered loss.
Under certain contracts, we indemnify specified parties against legal liability arising out of actions by other parties. The terms of these contracts range up to 25 years. Generally, we have liability insurance protecting ourselves for the obligations we have undertaken relative to these indemnities.
We are unable to estimate the potential amount of future payments under the foregoing indemnities and agreements.
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Under a certain number of our operating lease agreements we are required to restore certain property or equipment to its original form upon expiration of the related agreement. We have recorded the estimated fair value of these retirement obligations of approximately $10 million and $15 million as of December 31, 2024 and 2023, respectively. For leases expiring within one year, the retirement obligation is recorded in other accrued liabilities within current liabilities on the consolidated balance sheets. For leases expiring beyond one year, the retirement obligation is recorded in other within deferred taxes and other liabilities on our consolidated balance sheets.
Legal Matters
Occasionally, we are involved in various claims, lawsuits, regulatory examinations, investigations, and other legal matters involving suppliers, crewmembers, customers, and governmental agencies, arising, for the most part, in the ordinary course of business. The outcome of litigation and other legal matters is always uncertain. The Company believes it has valid defenses to the legal matters currently pending against it, is defending itself vigorously, and has recorded accruals determined in accordance with GAAP, where appropriate. In making a determination regarding accruals, using available information, we evaluate the likelihood of an unfavorable outcome in legal or regulatory proceedings to which we are a party and record a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. These subjective determinations are based on the status of such legal or regulatory proceedings, the merits of our defenses, and consultation with legal counsel. Actual outcomes of these legal and regulatory proceedings may materially differ from our current estimates. It is possible that resolution of one or more of the legal matters currently pending or threatened could result in losses material to our consolidated results of operations, liquidity, or financial condition.
To date, none of these types of litigation matters, most of which are typically covered by insurance, has had a material impact on our operations or financial condition. We have insured and continue to insure against most of these types of claims. A judgment on any claim not covered by, or in excess of, our insurance coverage could materially adversely affect our consolidated results of operations, liquidity, or financial condition.
As previously disclosed, in July 2020, JetBlue and American Airlines Group Inc. ("American") entered into the NEA, which was designed to optimize our respective networks at JFK Airport, LaGuardia Airport, Newark Liberty International Airport, and Boston Logan International Airport. On September 21, 2021, the United States Department of Justice, along with the Attorneys General of six states and the District of Columbia filed suit against JetBlue and American seeking to enjoin the NEA, alleging that it violated Section 1 of the Sherman Act. The court issued a decision on May 19, 2023, permanently enjoining the NEA, and shortly thereafter we initiated a wind down of the NEA. On July 28, 2023, the court issued its Final Judgement and Order Entering Permanent Injunction, which took effect on August 18, 2023. The wind down of the NEA is substantially complete, but remaining impacts could require us to incur additional costs and therefore have an impact on our financial condition and results of operations.
In December 2022 and February 2023, four putative class actions lawsuits were filed in the United States District Court for the Eastern District of New York ("EDNY") and the United States District Court for the District of Massachusetts, respectively, alleging that the NEA violates Sections 1 and 2 of the Sherman Act. Among other things, plaintiffs seek injunctive relief and monetary damages on behalf of a claimed putative class of direct purchasers of airline tickets from JetBlue and American and, depending on the specific case, other airlines on flights to or from NEA airports from July 16, 2020 through the time that the NEA was in effect and also to the alleged anticompetitive effects of the defendants' conduct ceases. Following denial of a motion to dismiss, discovery has commenced. The Company intends to vigorously defend against this lawsuit. As of December 31, 2024, the potential outcomes of these claims cannot be determined and an estimate of the reasonably possible loss or range of loss cannot be made. We continue to believe these lawsuits are without merit.
For information on legal proceedings related to our previously planned acquisition of Spirit, see Note 18.
Note 12 - Financial Derivative Instruments and Risk Management
As part of our risk management strategy, we periodically purchase over the counter energy derivative instruments to manage our exposure to the effect of changes in the price of aircraft fuel. Prices for the underlying commodities have historically been highly correlated to aircraft fuel, making derivatives of them effective at providing short-term protection against sharp increases in average fuel prices. We do not hold or issue any derivative financial instruments for trading purposes.
Aircraft fuel derivatives
We attempt to obtain cash flow hedge accounting treatment for each fuel derivative that we enter into. This treatment is provided for under the Derivatives and Hedging topic of the FASB Codification which allows for gains and losses on the effective portion of qualifying hedges to be deferred until the underlying planned aircraft fuel consumption occurs, rather than recognizing the gains and losses on these instruments into earnings during each period they are outstanding.
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For the effective portion of hedges, when aircraft fuel is consumed and the related derivative contract settles, any gain or loss previously recorded in other comprehensive income (loss) is recognized in aircraft fuel expense. All cash flows related to our fuel hedging derivatives are classified as operating cash flows.
Ineffectiveness occurs, in certain circumstances, when the change in the total fair value of the derivative instrument differs from the change in the value of our expected future cash outlays for the purchase of aircraft fuel. If a hedge does not qualify for hedge accounting, the periodic changes in its fair value are recognized in other income (expense).
Our current approach to fuel hedging is to enter into hedges on a discretionary basis. We structure our hedge portfolio to help mitigate the impact of price volatility and protect us against severe spikes in oil prices, when possible.
As of December 31, 2024, we did not have any outstanding fuel hedging contracts.
The table below reflects quantitative information related to our derivative instruments and where these amounts are recorded in our financial statements (dollar amounts in millions):
Year Ended December 31,
 20242023
Fuel derivatives 
Asset fair value recorded in prepaid expenses and other current assets (1)
$— $4 
Longest remaining term (months)— 3
Hedged volume (barrels, in thousands)— 2,706 
Estimated amount of existing gains (losses) expected to be reclassified into earnings in the next 12 months— (3)
(1) Gross asset or liability of each contract prior to consideration of offsetting positions with each counterparty and prior to impact of collateral paid.
Year Ended December 31,
 202420232022
Fuel derivatives
Hedge effectiveness gains (losses) recognized in aircraft fuel expense
$(10)$7 $(7)
Hedge (gains) losses on derivatives recognized in comprehensive income (loss)6 (1)3 
Percentage of actual consumption economically hedged24 %25 %7 %
Any outstanding derivative instrument exposes us to credit loss in connection with our fuel contracts in the event of nonperformance by the counterparties to our agreements; however, we do not expect that any of our counterparties will fail to meet their obligations. The amount of such credit exposure is generally the fair value of our outstanding contracts for which we are in a receivable position. To manage credit risks we select counterparties based on credit assessments, limit our overall exposure to any single counterparty, and monitor the market position with each counterparty. Some of our agreements require cash deposits from either JetBlue or our counterparty if market risk exposure exceeds a specified threshold amount.
We have master netting arrangements with our counterparties allowing us the right of offset to mitigate credit risk in derivative transactions. The financial derivative instrument agreements we have with our counterparties may require us to fund all, or a portion of, outstanding loss positions related to these contracts prior to their scheduled maturities. The amount of collateral posted, if any, is periodically adjusted based on the fair value of the hedge contracts. Our policy is to offset the liabilities represented by these contracts with any cash collateral paid to the counterparties.
There were no offsetting derivative instruments as of December 31, 2024 and 2023.
Note 13 - Fair Value
Under Topic 820, Fair Value Measurement of the Codification, disclosures are required about how fair value is determined for assets and liabilities and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs as follows:
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Level 1 - observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - quoted prices in active markets for similar assets and liabilities, and other inputs that are observable directly or indirectly for the asset or liability; or
Level 3 - unobservable inputs for the asset or liability, such as discounted cash flow models or valuations.
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following is a listing of our assets required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of December 31, 2024 and 2023 (in millions):
As of December 31, 2024
Level 1Level 2Level 3Total
Assets
Cash equivalents$1,921 $— $— $1,921 
Restricted cash equivalents89 — — 89 
Available-for-sale investment securities— 1,609 12 1,621 

As of December 31, 2023
Level 1Level 2Level 3Total
Assets
Cash equivalents$724 $— $— $724 
Available-for-sale investment securities— 314 16 330 
Aircraft fuel derivatives— 4 — 4 
Refer to Note 3 for fair value information related to our outstanding debt obligations as of December 31, 2024 and 2023.
Cash equivalents and restricted cash equivalents
Our cash equivalents include money market securities and time deposits which are readily convertible into cash, have maturities of three months or less when purchased, and are considered to be highly liquid and easily tradable. The money market securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. Restricted cash equivalents are composed of money market securities held as a reserve for principal and interest payments associated with the financing of the TrueBlue® program.
Available-for-sale investment securities
Our available-for-sale investment securities include investments such as time deposits, commercial paper, and convertible debt securities. The fair value of time deposits and commercial paper is based on observable inputs in non-active markets, which are therefore classified as Level 2 in the hierarchy. The fair value of convertible debt securities is based on unobservable inputs and is classified as Level 3 in the hierarchy.
Aircraft fuel derivatives
Our aircraft fuel derivatives include call spread options which are not traded on public exchanges. Their fair values are determined using a market approach based on inputs that are readily available from public markets for commodities and energy trading activities; therefore, they are classified as Level 2 inputs. The data inputs are combined into qualitative models and processes to generate forward curves and volatility related to the specific terms of the underlying hedge contracts. Aircraft fuel derivatives are included in prepaid expenses and other within current assets of our consolidated balance sheets.
Held-to-maturity investment securities
Our held-to-maturity investment securities consist of corporate bonds, which are stated at amortized cost. If the corporate bonds were measured at fair value, they would be classified as Level 2 in the fair value hierarchy, based on quoted prices in active markets for similar securities.
We do not intend to sell these investment securities.
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JETBLUE AIRWAYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The carrying value and estimated fair value of our held-to-maturity investment securities were as follows (in millions):
December 31, 2024December 31, 2023
Carrying ValueFair ValueCarrying ValueFair Value
Held-to-maturity investment securities$404 $400 $234 $231 
Note 14 - Investments
Investments in Debt Securities    
Investments in debt securities consist of available-for-sale and held-to-maturity investment securities. The carrying amount is recorded within investment securities in the current assets section of our consolidated balance sheets if the remaining maturity is less than twelve months. Maturities greater than twelve months are recorded within investment securities in the other assets section of our consolidated balance sheets. The aggregate carrying values of our short-term and long-term debt investment securities consisted of the following at December 31, 2024 and 2023 (in millions):
December 31, 2024December 31, 2023
Available-for-sale investment securities 
Time deposits$1,148 $290 
Commercial paper461 24 
Debt securities12 16 
Total available-for-sale investment securities1,621 330 
Held-to-maturity investment securities
Corporate bonds404 234 
Total held-to-maturity investment securities404 234 
Total investment in debt securities$2,025 $564 
We use the specific identification method to determine the cost of our available-for-sale securities. Refer to Note 13 for an explanation of the fair value hierarchy structure.
Available-for-sale investment securities. We recognized a net unrealized gain of $4 million and $1 million in accumulated other comprehensive income (loss) on the consolidated balance sheets as of December 31, 2024 and 2023, respectively. We recognized a net realized gain of $1 million in gain (loss) on investment, net on our consolidated statement of operations during the periods ending December 31, 2024 and 2023 and recognized an immaterial net realized gain (loss) during the same period ending December 31, 2022.
Held-to-maturity investment securities. We did not record any material gains or losses on these securities during the years ended December 31, 2024, 2023, or 2022.
Equity Investments
The aggregate carrying values of our equity investments are recorded in other assets on the consolidated balance sheets and consist of the following at December 31, 2024 and 2023 (in millions):
December 31, 2024December 31, 2023
Equity method investments (1)
$77 $43 
JetBlue Ventures equity investments (2)
84 96 
TWA Flight Center (3)
13 14 
Total equity investments (4)
$174 $153 
    
(1) We have the ability to exercise significant influence over these investments and therefore they are accounted for using the equity method in accordance with Topic 323, Investments - Equity Method and Joint Ventures of the FASB Codification. Our share of our equity method investees’ financial results is included in other income on our consolidated statement of operations. We recognized an unrealized gain of $5 million on one of our equity method investments related to its issuance of additional shares upon the closing of a subsequent financing round in gain (loss) on investment, net on our consolidated statement of operations during the year ending December 31, 2022.
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JETBLUE AIRWAYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) Our wholly owned subsidiary JetBlue Technology Ventures, LLC ("JBV") has equity investments in emerging companies which do not have readily determinable fair values. In accordance with Topic 321, Investments - Equity Securities of the FASB Codification, we account for these investments using a measurement alternative which allows entities to measure these investments at cost, less any impairment, adjusted for changes from observable price changes in orderly transactions for identifiable or similar investments of the same issuer. Refer to the table below for investment gain (loss) activity during the twelve months ended December 31, 2024, 2023, or 2022.
(3) We have an approximate 10% ownership interest in the TWA Flight Center Hotel at JFK, which is accounted for under the measurement alternative described above. We did not record any material gains or losses on our TWA Flight Center Hotel during the twelve months ended December 31, 2024, 2023, or 2022.
(4) As of December 31, 2024 and 2023, we had an immaterial amount of equity securities recorded within investment securities in the current asset section of our consolidated balance sheets. Our equity securities include investments in common stocks of publicly traded companies which are stated at fair value. Refer to the table below for investment gain (loss) activity during the twelve months ended December 31, 2024, 2023, or 2022 (in millions):
Twelve Months Ended
December 31,
202420232022
JBV Equity Investments
Realized gain (loss) recognized in gain (loss) on investments, net $(7)$2 $(2)
Unrealized loss recognized in gain (loss) on investments, net (1)
(21)— — 
Equity Securities
Realized gain recognized in gain (loss) on investments, net— 4 1 
Unrealized gain recognized in gain (loss) on investments, net— 2 (12)
(1) The net unrealized loss primarily relates to a mark-to-market adjustment on our preferred shares of one of our JBV equity investments.
Note 15 - Accumulated Other Comprehensive Income (Loss)
Comprehensive income (loss) includes changes in fair value of our aircraft fuel derivatives which qualify for hedge accounting and unrealized gain (loss) on available-for-sale securities. A rollforward of the amounts included in accumulated other comprehensive income (loss), net of taxes for the years ended December 31, 2024, 2023, and 2022 is as follows (in millions):
Aircraft Fuel Derivatives (1)
Available-for-sale securitiesTotal
Balance of accumulated income, at December 31, 2021$— $— $— 
Reclassifications into earnings, net of taxes of $(3)
4 — 4 
Change in fair value, net of taxes of $2
(3)(1)(4)
Balance of accumulated income (loss), at December 31, 2022$1 $(1)$— 
Reclassifications into earnings, net of taxes of $2
(5)(1)(6)
Change in fair value, net of taxes of $0
1 1 2 
Balance of accumulated loss, at December 31, 2023$(3)$(1)$(4)
Reclassifications into earnings, net of taxes of $2
8 (1)7 
Change in fair value, net of taxes of $(1)
(5)4 (1)
Balance of accumulated income, at December 31, 2024$— $2 $2 
(1) Reclassified to aircraft fuel expense.

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JETBLUE AIRWAYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16 - Operating Segments and Geographic Information
Operating Segments
JetBlue has one reportable operating segment, air transportation services. Air transportation services accounted for substantially all of the Company’s operations in 2024, 2023, and 2022. We provide air transportation services across the United States, the Caribbean, Latin America, Canada, and Europe and manage the business activities on a consolidated basis. The accounting policies of the air transportation services segment are described in Note 1 - Summary of Significant Accounting Policies.
JetBlue’s chief operating decision maker ("CODM") is our executive leadership team, which includes our Chief Executive Officer, President, Chief Financial Officer, and Chief Operating Officer. The CODM assesses performance for the air transportation segment which includes our loyalty program, and decides how to allocate resources based on net income (loss), which is reported on the consolidated statement of operations. The measure of segment assets is reported on the consolidated balance sheets as total assets.
Our tangible assets primarily consist of our fleet of aircraft. The CODM reviews flight profitability data, which incorporates aircraft type and route economics in making resource allocation decisions. Our fleet is deployed systemwide and substantially all of our aircraft may be deployed across any of our geographic regions, without giving weight on geographic results and therefore, our assets do not require an allocation by geographic region.
Geographic Region Information
Substantially all of our long-lived assets (primarily aircraft) are located within the United States and can be deployed across any of our geographic regions.
Operating revenues are allocated to geographic regions, as defined by the Department of Transportation ("DOT"), based upon the origination and destination of each flight segment. As of December 31, 2024, we served 33 locations in the Caribbean and Latin American region, or Latin America as defined by the DOT. We also served five destinations in Europe, or Atlantic as defined by the DOT. We include the three destinations in Puerto Rico and two destinations in the U.S. Virgin Islands in our Caribbean and Latin America allocation of revenues. We have reflected these locations within the Caribbean and Latin America region in the table below. Operating revenues by geographic regions for the years ended December 31 are summarized below (in millions):
202420232022
Domestic & Canada$5,640 $6,072 $6,067 
Caribbean & Latin America3,169 3,282 2,968 
Atlantic470 261 123 
Total operating revenue$9,279 $9,615 $9,158 
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JETBLUE AIRWAYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 17 - Special Items
The following is a listing of special items presented on our consolidated statements of operations (in millions):
Year Ended December 31,
202420232022
Special Items
Spirit-related costs (1)
$532 $92 $28 
Union contract costs (2)
26 105 33 
Voluntary opt-out costs (3)
17 — — 
Embraer E190 fleet transition (4)
15 — 52 
Other special items1 — — 
Total special items$591 $197 $113 
(1) As a result of the termination of the Merger Agreement in March 2024, we wrote off the Spirit prepayment and breakup fee discussed in Note 18. These costs also include Spirit-related consulting, professional, and legal fees. Spirit-related costs in 2023 and 2022 primarily relate to consulting, professional and legal fees.
(2) Union contract costs primarily relate to pilot ratification payments and adjustments to paid-time-off accruals resulting from pay rate increases. See Note 10 for further discussion.
(3) Voluntary opt-out costs relate to severance and benefit costs associated with the Company's opt-out program for eligible crewmembers in the airports, customer support, JetBlue Travel Products and support center workgroups.
(4) Embraer E190 fleet transition costs in 2024 relate to the early termination of a flight-hour engine services agreement. In 2022, fleet transition costs related to impairment losses on certain aircraft and spare parts as well as retirement losses due to engine exchanges as a result of our fleet transition.
Note 18 - Termination of Merger Agreement with Spirit
The Merger Agreement
As previously disclosed, on July 28, 2022, JetBlue entered into the Merger Agreement with Spirit and Sundown Acquisition Corp., formerly a Delaware corporation and a direct wholly owned subsidiary of JetBlue ("Merger Sub"), pursuant to which and subject to the terms and conditions therein, Merger Sub would merge with and into Spirit, with Spirit continuing as the surviving corporation (the "Merger").
On March 1, 2024, JetBlue, Spirit and Merger Sub entered into a Termination Agreement (the "Termination Agreement"), pursuant to which the parties agreed to terminate the Merger Agreement, effective immediately, subject to limited exceptions related to JetBlue’s previously agreed indemnification obligations. Pursuant to the Termination Agreement, JetBlue agreed to pay the $69 million breakup fee on March 5, 2024, which was recorded in special items on the consolidated statement of operations. The parties also agreed to release each other from claims, demands, damages, actions, causes of action and liability relating to or arising out of the Merger Agreement and the transactions contemplated therein or thereby.
In accordance with the terms of the Merger Agreement, on a monthly basis between January 2023 and February 2024, JetBlue paid to the holders of record of outstanding Spirit shares an amount in cash equal to $0.10 per Spirit share (such amount, the "Additional Prepayment Amount", and each such monthly payment, an "Additional Prepayment"). In 2024, JetBlue made an aggregate of $22 million in Additional Prepayments to Spirit shareholders resulting in a total prepayment of $425 million. These Additional Prepayments were written off in March 2024, in addition to the $25 million reimbursement payment to Spirit in connection with the Frontier transaction costs as a result of the termination of the Merger Agreement. The write off is recorded in special items on the consolidated statement of operations.
The Company recorded a valuation allowance of $123 million related to the tax impact of the Spirit transaction costs, of which $105 million was recorded in 2024 and $18 million was recorded in 2023. Refer to Note 8 for further detail.
Refer to Note 3 for further detail of the $3.5 billion Senior Secured Bridge Facility commitment to fund the purchase of Spirit, which was terminated concurrently with the termination of the Merger Agreement.
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JETBLUE AIRWAYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Legal Proceedings Related to the Merger
As previously disclosed, in March 2023, the U.S. Department of Justice ("DOJ"), along with the Attorneys General of six states and the District of Columbia (the "AGs"), filed suit in the U.S. District Court for the District of Massachusetts against JetBlue and Spirit, seeking a permanent injunction preventing the Merger (the "Government Merger Lawsuit"). The trial commenced on October 31, 2023 and on January 17, 2024, the Court issued its Final Judgment and Order granting the plaintiffs' request for a permanent injunction of the Merger. On January 19, 2024, JetBlue and Spirit filed a Notice of Appeal with respect to the January 17, 2024 Final Judgment and Order and the Court’s corresponding January 16, 2024 Findings of Facts and Conclusion of Law, which the parties then moved to dismiss following their entrance into the Termination Agreement. On March 5, 2024, the Court approved JetBlue and Spirit's voluntary dismissal of the appeal. Subsequent to this decision, JetBlue and Spirit reached a tentative settlement with the AGs for legal fees related to their joining the DOJ in this lawsuit.
As also previously disclosed, on November 3, 2022, 25 individual consumers filed suit in the U.S. District Court for the Northern District of California against JetBlue and Spirit seeking to enjoin the Merger, alleging that it violates Section 7 of the Clayton Act (the "Private Merger Lawsuit"). On March 29, 2023, the Private Merger Lawsuit was transferred to the U.S. District Court for the District of Massachusetts. The trial in the Private Merger Lawsuit was stayed pending resolution of the Government Merger Lawsuit. Following the execution of the Termination Agreement, JetBlue and Spirit moved to dismiss all proceedings related to the Private Merger Lawsuit in the U.S. District Court for the District of Massachusetts and the United States Court of Appeals for the First Circuit. The motions were granted by the United States Court of Appeals for the First Circuit and the U.S. District Court for the District of Massachusetts on April 29, 2024 and June 18, 2024, respectively. The plaintiffs' subsequently moved for recovery of attorneys' fees related to the lawsuit. On September 5, 2024, Judge Young of the U.S. District Court of Massachusetts denied the plaintiffs' motion for legal fees. On September 13, 2024, the plaintiffs filed a notice of appeal of Judge Young's order in the United States Court of Appeals for the First Circuit. That appeal is currently stayed as a result of Spirit's recent bankruptcy declaration. JetBlue intends to vigorously defend this lawsuit.

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.

ITEM 9A.    CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer ("CEO"), and our Chief Financial Officer ("CFO"), as appropriate to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2024. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2024.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act). Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.
Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Report, audited the effectiveness of our internal control over financial reporting as of December 31, 2024. Ernst & Young LLP has issued their report which is included elsewhere herein.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.    OTHER INFORMATION
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
None.
(b) Insider trading arrangements.
On November 13, 2024, Ursula Hurley, our Chief Financial Officer, adopted a trading plan intended to satisfy the affirmative defense conditions under Rule 10b5-1(c) of the Exchange Act. Ms. Hurley's plan is for the sale of up to 30,000 shares of the Company's common stock. The 10b5-1 trading plan terminates on June 30, 2025, unless terminated earlier in accordance with its terms.
During the three months ended December 31, 2024, no other director or "officer" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
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PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Code of Ethics
We have adopted a Code of Ethics within the meaning of Item 406(b) of SEC Regulation S-K. This Code of Ethics applies to our principal executive officer, principal financial officer, and principal accounting officer and other senior financial officers. This Code of Ethics is publicly available on our website at http://investor.jetblue.com. If we make substantive amendments to this Code of Ethics or grant any waiver, including any implicit waiver, we will disclose the nature of such amendment or waiver on our website or in a report on Form 8-K in accordance with applicable rules and regulations.
Insider Trading Policy and Procedures
We have adopted an insider trading policy that governs the purchase, sale, and/or other disposition of our securities and is applicable to our directors, officers, employees, and other covered persons. We also follow such procedures, as applicable, for the repurchase of our securities. We believe our Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to the Company. A copy of our insider trading policy is filed as Exhibit 19 to this Form 10-K.
Information about our Executive Officers
Certain information concerning JetBlue’s current executive officers as of February 14, 2025 follows. There are no family relationships between any of our directors or executive officers.
Joanna Geraghty, age 52, is our Chief Executive Officer. She was appointed to the position by the Board on January 7, 2024, with an effective date of February 12, 2024. Ms. Geraghty joined JetBlue in 2005 and was most recently our President and Chief Operating Officer. Previously, she served as our Executive Vice President Customer Experience from 2014 to 2018 and Executive Vice President Chief People Officer from 2010 to 2014. She also held positions as our Vice President and Associate General Counsel and Director of Litigation and Regulatory Affairs.
Warren Christie, age 58, is our Chief Operating Officer. He was appointed to the position effective February 12, 2024. Mr. Christie joined the Company in 2003 and has served in various other leadership positions, including Head of Safety, Security, Fleet Operations and JBU from 2021 to 2022. Head of Safety, Security and Fleet Operations from 2019 to 2021 and, prior to that, Senior Vice President, Regulatory and Training; Vice President, Operations Planning and Training; and Vice President, JBU.
Ursula Hurley, age 43, is our Chief Financial Officer. She was appointed to the position in June 2021. Ms. Hurley first joined JetBlue's finance team in 2004 and subsequently served in positions of increasing responsibility, including as Director, Assistant Treasurer & Fuel from June 2012 to July 2017 and Vice President Structural Programs from July 2017 to July 2018. From July 2018 to April 2021, Ms. Hurley was the Vice President Treasurer, responsible for debt and cash management, cash flow, fuel and interest rate hedging, strategic sourcing, and fleet strategy, including aircraft and engine sourcing.
Martin St. George, age 61, was appointed as our President of the Company, effective February 26, 2024. Prior to joining JetBlue, he served as Chief Commercial Officer of LATAM Airlines Group S.A., beginning in 2020 after a 30+ year career in the airline industry. Prior to joining LATAM, Mr. St. George served in various leadership positions at Norwegian Air Shuttle ASA and at JetBlue, including as Chief Commercial Officer from 2015 to 2019.
Eileen McCarthy, age 58, is our General Counsel and Corporate Secretary. She was appointed to the position in August 2024. Prior to rejoining JetBlue in August, she most recently served as Senior Vice President and Deputy General Counsel for UiPath, Inc., an AI-focused enterprise automation software company. Ms. McCarthy served as a member of JetBlue's legal leadership team from 2006-2021, overseeing areas including corporate governance, securities laws, and ethics and compliance programs, including as Vice President and Associate General Counsel, Corporate Governance from 2015 to 2021.
Carol Clements, age 49, is our Chief Digital and Technology Officer. She was appointed to the position in April 2021. Prior to joining JetBlue, Ms. Clements served as Chief Technology Officer for Pizza Hut where she oversaw its e-commerce channels, restaurant & delivery technology, and data & analytics. Ms. Clements also spent 11 years at Southwest Airlines where she held a variety of leadership roles.
Dawn Southerton, age 57, is our Vice President Controller and Principal Accounting Officer. She was appointed to the position effective December 2023. Prior to joining JetBlue, Ms. Southerton served in various roles at Pepsi Beverages Company, including as Vice President and Controller from August 2018 to August 2023. Ms. Southerton began her career at the public accounting firm KPMG before holding a number of accounting and finance roles with TransCanada Pipeline, Heinz and Neiman Marcus Group.
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The other information required by this Item will be included in and is incorporated herein by reference to our definitive proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our 2024 fiscal year (the "2025 Proxy Statement").
ITEM 11.    EXECUTIVE COMPENSATION
The information required by this Item will be included in and is incorporated herein by reference to our 2025 Proxy Statement.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The table below provides information relating to our equity compensation plans, including individual compensation arrangements, under which our common stock is authorized for issuance as of December 31, 2024, as adjusted for stock splits:
Plan CategoryNumber of securities to
be issued upon exercise
of outstanding options,
warrants and rights		Weighted average
exercise price of
outstanding
options, warrants
and rights		Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in first
column)
Equity compensation plans approved by security holders10,302,469$7.50 
40,736,688 (1)
Equity compensation plans not approved by security holders— — — 
Total10,302,469$7.50 —
(1) Because this figure includes the shares remaining available for issuance under the Crewmember Stock Purchase Plan as of December 31, 2024, it does not reflect the number we expect to be outstanding after giving effect to share purchases in the current offering period.
Warrants issued to the U.S. Department of Treasury under the government support programs discussed in Note 3 to our consolidated financial statements are not reflected in this table.
Refer to Note 7 to our consolidated financial statements for further information regarding the material features of the above plans.
Other information required by this Item will be included in and is incorporated herein by reference to our 2025 Proxy Statement.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item will be included in and is incorporated herein by reference to our 2025 Proxy Statement.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item will be included in and is incorporated herein by reference to our 2025 Proxy Statement.

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1.Financial statements:
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Balance Sheets — December 31, 2024 and December 31, 2023
Consolidated Statements of Operations — For the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Comprehensive Loss — For the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Cash Flows — For the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Stockholders’ Equity — For the years ended December 31, 2024, 2023 and 2022
Notes to Consolidated Financial Statements
2.Financial Statement Schedules:
Schedule II — Valuation of Qualifying Accounts and Reserves
All other schedules have been omitted because they are inapplicable, not required, or the information is included elsewhere in the consolidated financial statements or notes thereto.
3.Exhibits: See accompanying Exhibit Index for a list of the exhibits filed or furnished with or incorporated by reference in this Report.


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EXHIBIT INDEX 
Exhibit NumberExhibit
2.1^
3.1  
3.1(a)
3.2  
4.1  
4.2
4.2(a)
4.2(b)
4.2(c)
4.2(d)
4.2(e)
4.2(f)
4.2(g)
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4.2(h)
4.2(i)
4.2(j)
4.2(k)†
4.2(l)
4.2(m)
4.2(n)
4.2(o)
4.2(p)^
4.2(q)^
4.2(r)^
4.2(s)^††
4.2(t)
††^
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4.2(u)
†††^
4.2(v)
†††^
4.2(w)^
Form of Series 2020-1 Equipment Notes—incorporated by reference to Exhibits 4.10 and 4.12 to our Current Report on Form 8-K dated August 17, 2020 and filed on August 18, 2020.
4.2(x)††
4.2(y)†††
4.2(z)
4.2(aa)
4.2(ab)^
4.2(ac)^
4.2(ad)
††††^
4.2(ae)††††§
4.2(af)§
Form of Series 2019-1 Equipment Notes—incorporated by reference to Exhibit 4.11 to our Form 8-K filed on November 12, 2019, as amended by Exhibit 4.7 to our Current Report on Form 8-K dated August 27, 2020 and filed on August 28, 2020.
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4.2(ag)††††
4.3
4.4
4.4(a)
4.5
4.5(a)
4.6
4.6(a)
4.7
4.7(a)
4.8
4.8(a)
4.9§
4.10
4.11
4.12
10.1+
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10.2
10.2(a)
10.3*
10.4*
10.4(a)*
10.5*
10.5(a)*
10.5(b)*
10.6^+
10.6(a)^+
10.6(b)^+
10.6(c)^+
10.6(d)^+
10.6(e)^+
10.6(f)^+
10.6(g)^+
10.6(h)^+
10.6(i)^+
10.6(j)^+
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10.6(k)^+
10.6(l)^
10.6(m)^
10.6(n)^
10.6(o)^
10.6(p)^
10.6(q)^§
10.6(r)^§
10.7^
10.7(a)^
10.7(b)^+§
10.8§
10.9*
10.10*
10.10(a)*
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10.10(b)*
10.10(c)*
10.10(d)*
10.10(e)*
10.11*
10.12*
10.13*
10.14*
10.15
10.16^+
10.17
10.18
10.19*
10.19(a)*
10.19(b)*
10.19(c)*
10.19(d)*
10.19(e)*
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10.19(f)*
10.19(g)*
10.19(h)*
10.19(i)*
10.20*
10.20(a)*
10.20(b)*
10.21*
10.22^
10.22(a)^
10.23^
10.24^
10.25
10.26
10.27
10.28
10.29
19+
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21.1+
23+
31.1+
31.2+
32++
97.1
99.l^
101.INS+
XBRL Instance Document
101.SCH+
XBRL Taxonomy Extension Schema Document
101.DEF+
XBRL Taxonomy Extension Definition Linkbase Document
101.CAL+
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB+
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE+
XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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†
Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 4.3(k) filed herewith contains a list of documents applicable to each Aircraft (other than Aircraft bearing Registration No. N976JT) that relate to the offering of the JetBlue Airways Pass Through Certificates, Series 2019-1, which documents are substantially identical to those which are filed herewith as Exhibits 4.3(h) and 4.3(i), except for the information identifying such Aircraft in question and various information relating to the principal amounts of the Equipment Notes relating to such Aircraft. Exhibit 4.3(k) sets forth the details by which such documents differ from the corresponding representative sample of documents filed herewith as Exhibits 4.3(h) and 4.3(i) with respect to Aircraft bearing Registration No. N976JT.
††
Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 4.3(x), incorporated herein by reference to Exhibit 99.1 to our Current Report on Form 8-K dated August 17, 2020 and filed on August 18, 2020, contains a list of documents applicable to each Aircraft (other than Aircraft bearing Registration No. N946JL) that relate to the offering of the JetBlue Airways Pass Through Certificates, Series 2020-1, which documents are substantially identical to those which were filed as Exhibits 4.9 and 4.10 to our Current Report on Form 8-K dated August 17, 2020 and filed on August 18, 2020, incorporated by reference herein, except for the information identifying such Aircraft in question and various information relating to the principal amounts of the Equipment Notes relating to such Aircraft. Exhibit 99.1 sets forth the details by which such documents differ from the corresponding representative sample of documents filed as Exhibits 4.9 and 4.10 with respect to Aircraft bearing Registration No. N946JL.
†††
Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 4.3(y), incorporated herein by reference to Exhibit 99.2 to our Current Report on Form 8-K dated August 17, 2020 and filed on August 18, 2020, contains a list of documents applicable to each Aircraft (other than Aircraft bearing Registration No. N2002J) that relate to the offering of the JetBlue Airways Pass Through Certificates, Series 2020-1, which documents are substantially identical to those which were filed as Exhibits 4.11 and 4.12 to our Current Report on Form 8-K dated August 17, 2020 and filed on August 18, 2020, incorporated by reference herein, except for the information identifying such Aircraft in question and various information relating to the principal amounts of the Equipment Notes relating to such Aircraft. Exhibit 99.2 sets forth the details by which such documents differ from the corresponding representative sample of documents filed as Exhibits 4.11 and 4.12 with respect to Aircraft bearing Registration No. N2002J.
††††
Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 4.3(ag), incorporated herein by reference to Exhibit 99.1 to our Current Report on Form 8-K dated August 28, 2020 and filed on August 28, 2020, contains a list of documents applicable to each Aircraft (other than Aircraft bearing Registration No. N976JT) that relate to the offering of the JetBlue Airways Pass Through Certificates, Series 2019-1B, which documents are substantially identical to those which were filed as Exhibits 4.6 and 4.7 to our Current Report on Form 8-K dated August 28, 2020 and filed on August 28, 2020, incorporated by reference herein, except for the information identifying such Aircraft in question and various information relating to the principal amounts of the Equipment Notes relating to such Aircraft. Exhibit 99.3 sets forth the details by which such documents differ from the corresponding representative sample of documents filed as Exhibits 4.6 and 4.7 with respect to Aircraft bearing Registration No. N976JT.
+
Filed herewith
++
Furnished herewith
*Compensatory plans in which the directors and executive officers of JetBlue participate.
^Pursuant to Item 601(b)(10), information in this exhibit identified by brackets is confidential and has been excluded because it (i) is not material and (ii) is the type of information that the registrant treats as private or confidential.
§Pursuant to Item 601(a)(5) of Regulation S-K, schedules have been omitted and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.

ITEM 16.    FORM 10-K SUMMARY
Omitted.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  JETBLUE AIRWAYS CORPORATION
  (Registrant)
Date:February 14, 2025  By:/s/ Dawn Southerton
Dawn Southerton
 Vice President, Controller
(Principal Accounting Officer)
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eileen McCarthy as his or her attorney-in-fact with power of substitution for him or her in any and all capacities, to sign any amendments, supplements or other documents relating to this Annual Report on Form 10-K which he or she deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that such attorney-in-fact or their substitute may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
SignatureCapacity Date
/s/ Joanna Geraghty
Chief Executive Officer and Director
(Principal Executive Officer)		February 14, 2025
Joanna Geraghty
/s/ Ursula HurleyChief Financial Officer
(Principal Financial Officer)		February 14, 2025
Ursula Hurley
/s/ Dawn SouthertonVice President, Controller, and Chief Accounting Officer (Principal Accounting Officer)February 14, 2025
Dawn Southerton
/s/ Peter BoneparthDirectorFebruary 14, 2025
Peter Boneparth
/s/ Monte FordDirectorFebruary 14, 2025
Monte Ford
/s/ Ellen JewettDirectorFebruary 14, 2025
Ellen Jewett
/s/ Robert LeducDirectorFebruary 14, 2025
Robert Leduc
/s/ Jesse LynnDirectorFebruary 14, 2025
Jesse Lynn
/s/ Teri P. McClureDirectorFebruary 14, 2025
Teri P. McClure
/s/ Sean MenkeDirectorFebruary 14, 2025
Sean Menke
/s/ Steven MillerDirectorFebruary 14, 2025
Steven Miller
/s/ Nik MittalDirectorFebruary 14, 2025
Nik Mittal
/s/ Sarah Robb O'HaganDirectorFebruary 14, 2025
Sarah Robb O'Hagan
/s/ Vivek SharmaDirectorFebruary 14, 2025
Vivek Sharma
/s/ Thomas Winkelmann DirectorFebruary 14, 2025
Thomas Winkelmann
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Financial Statement Schedule
JETBLUE AIRWAYS CORPORATION
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(in millions)
Balance at
beginning of
period		Additions Charged to
Costs and
Expenses		Deductions Balance at
end of
period
Year Ended December 31, 2024
Valuation allowance for deferred tax assets$153 $126 $41 $238 
Allowance for obsolete inventory parts35 8 — 43 
Allowance for credit losses3 3 — 
(1)
6 
Total$191 $137 $41 $287 
Year Ended December 31, 2023
Valuation allowance for deferred tax assets$90 $69 $6 $153 
Allowance for obsolete inventory parts29 6 — 35 
Allowance for credit losses4 19 20 
(1)
3 
Total$123 $94 $26 $191 
Year Ended December 31, 2022
Valuation allowance for deferred tax assets$73 $30 $13 $90 
Allowance for obsolete inventory parts24 5 — 29 
Allowance for credit losses3 16 15 
(1)
4 
Total$100 $51 $28 $123 
 
(1)Uncollectible accounts written off, net of recoveries.






115
Exhibit 10.1
INDEMNIFICATION AND ADVANCEMENT AGREEMENT
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between JetBlue Airways Corporation, a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

RECITALS
WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;
WHEREAS, the Board has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Company’s Bylaws and Certificate of Incorporation require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The Bylaws, the Certificate of Incorporation, and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and its directors, officers, and other persons with respect to indemnification and advancement of expenses;
WHEREAS, the uncertainties relating to such insurance, to indemnification, and to advancement of expenses may increase the difficulty of attracting and retaining such persons;
WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

Exhibit 10.1
WHEREAS, this Agreement is a supplement to, and in furtherance of, the Bylaws, the Certificate of Incorporation and any resolutions adopted pursuant thereto, as well as any rights of Indemnitee under any directors’ and officers’ liability insurance policy, and is not a substitute therefor, and does not diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, Indemnitee does not regard the protection available under the Bylaws, the Certificate of Incorporation, and available insurance as adequate in the present circumstances, and may not be willing to serve or continue to serve as a/an [officer/directors/employee/agent] without adequate additional protection, and the Company desires Indemnitee to serve or continue to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified and be advanced expenses.
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
Section 1.Services to the Company. Indemnitee agrees to serve as [a/an] [director/officer/employee/agent] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law). This Agreement does not create any obligation on the Company to continue Indemnitee in such position and is not an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.
Section 2.Definitions. As used in this Agreement:
(a)“Agent” means any person who is authorized by the Company or an Enterprise to act for or represent the interests of the Company or an Enterprise, respectively.
(b)A “Change in Control” occurs upon the earliest to occur after the date of this Agreement of any of the following events:
i.Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative beneficial ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;
ii.Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv) of this Agreement) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

Exhibit 10.1
iii.Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than two-thirds of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
iv.Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and
v.Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.
vi.For purposes of this Section 2(b), the following terms have the following meanings:
1“Person” has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person excludes (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
2“Beneficial Owner” has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner excludes any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.
(c)“Corporate Status” describes the status of a person who is or was acting as a director, officer, employee, or Agent of the Company or an Enterprise.
(d)“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
(e)“Enterprise” means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity for which Indemnitee is or was serving at the request of the Company as a director, officer, employee, or Agent.
(f)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

Exhibit 10.1
(g)“Expenses” includes all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and other costs of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, excise taxes and penalties under the Employee Retirement Income Security Act of 1974, as amended, and all other disbursements, obligations, or expenses of the types customarily incurred in connection with preparing for or participating in a Proceeding. Expenses also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 14(d) of this Agreement only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however, do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
(h)“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the five years prior to its selection or appointment has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel.
(i)“Proceeding” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, legislative, regulatory, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is, or will be involved as a party, potential party, non-party witness, or otherwise by reason of Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. A Proceeding also includes a situation the Indemnitee believes in good faith may lead to, or culminate in, the institution of a Proceeding.
Section 3.Indemnity in Third-Party Proceedings. The Company will indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all

Exhibit 10.1
Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with, or in respect of, such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 4.Indemnity in Proceedings by or in the Right of the Company. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue, or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless, and only to the extent that, the Court of Chancery of the state of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.
Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. To the fullest extent permitted by applicable law, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding to the extent that Indemnitee is successful, on the merits or otherwise. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues, or matters in such Proceeding, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section 5 and without limitation, the termination of any claim, issue, or matter in such a Proceeding by dismissal, with or without prejudice, will be deemed to be a successful result as to such claim, issue, or matter.
Section 6.Indemnification for Expenses of a Witness. To the fullest extent permitted by applicable law, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding to which Indemnitee is not a party but to which Indemnitee is a witness, deponent, interviewee, or otherwise asked to participate or provide information.
Section 7.Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company will indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Exhibit 10.1
Section 8.Additional Indemnification. Notwithstanding any limitation in Sections 3, 4, or 5 of this Agreement, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law (including but not limited to, the DGCL and any amendments to or replacements of the DGCL adopted after the date of this Agreement that expand the Company’s ability to indemnify its officers, directors, employees or Agents) if Indemnitee is a party to, or threatened to be made a party to, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor).
Section 9.Exclusions. Notwithstanding any provision in this Agreement, the Company is not obligated under this Agreement to indemnify Indemnitee for:
(a)for any amount actually paid to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except to the extent provided in Section 15(b) of this Agreement and except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(b)an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 15(b) of the Exchange Act or similar provisions of state statutory law or common law;
(c) reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act);
(d)reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or
(e)any Proceeding initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement, of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant to Section 14 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.
Section 10.Advances of Expenses.
(a)The Company will advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with:
i.any Proceeding (or any part of any Proceeding) not initiated by Indemnitee; or

Exhibit 10.1
i. any Proceeding (or any part of any Proceeding) initiated by Indemnitee if
1the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement of Expenses from the Company or Enterprise, including a proceeding initiated pursuant to Section 14 of this Agreement, or
2the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation.
(b)The Company will advance the Expenses as soon as practicable but in any event no later than thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding eligible for advancement of expenses.
(c)Advances will be unsecured and interest free. Indemnitee hereby undertakes to repay any amounts so advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, thus Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than the execution of this Agreement. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.
Section 11.Procedure for Notification of Claim for Indemnification or Advancement.
(a)Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the facts underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s failure to notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement.
(b)The Company will be entitled to participate in the Proceeding at its own expense.
Section 12.Procedure Upon Application for Indemnification.
(a)Unless a Change of Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made:
i.by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;

Exhibit 10.1
ii.by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;
iii.if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by written opinion provided by Independent Counsel selected by the Board; or
iv.if so directed by the Board, by the stockholders of the Company.
(b)If a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made by written opinion provided by Independent Counsel selected by Indemnitee (unless Indemnitee requests such selection be made by the Board)
(c)The party selecting Independent Counsel pursuant to subsection (a)(iii) or (b) of this Section 12 will provide written notice of the selection to the other party. The notified party may, within ten (10) days after receiving written notice of the selection of Independent Counsel, deliver to the selecting party a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) of this Agreement and the final disposition of the Proceeding, Independent Counsel has not been selected or, if selected, any objection to such selection has not been resolved, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court designates. Upon the due commencement of any judicial proceeding pursuant to Section 14(a) of this Agreement, Independent Counsel will be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
(d)Indemnitee will cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons, or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company will advance and pay any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making the indemnification determination irrespective of the determination as to Indemnitee’s entitlement to indemnification and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing of the determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied and providing a copy of any written opinion provided to the Board by Independent Counsel.

Exhibit 10.1
(e)If it is determined that Indemnitee is entitled to indemnification, the Company will make payment to Indemnitee within thirty (30) days after such determination.
Section 13.Presumptions and Effect of Certain Proceedings.
(a)In making a determination with respect to entitlement to indemnification under this Agreement, the person, persons, or entity making such determination will, to the fullest extent not prohibited by law, presume Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company will, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, will be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b)If the determination of the Indemnitee’s entitlement to indemnification has not been made pursuant to Section 12 of this Agreement within sixty (60) days after the later of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 11(a) of this Agreement and (ii) the final disposition of the Proceeding for which Indemnitee requested Indemnification (the “Determination Period”), the requisite determination of entitlement to indemnification will, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee will be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (ii) a prohibition of such indemnification under applicable law. The Determination Period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, the Determination Period will not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 12(a)(iv) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel.
(c)The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the

Exhibit 10.1
best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d)For purposes of any determination of good faith, Indemnitee will be deemed to have acted in good faith if Indemnitee acted based on (i) the records or books of account of the Company, its subsidiaries, or an Enterprise, including financial statements, (ii) information supplied to Indemnitee by the directors or officers of the Company, its subsidiaries, or an Enterprise in the course of their duties, (iii) the advice of legal counsel for the Company, its subsidiaries, or an Enterprise or (iv) information or records given or reports made to the Company or an Enterprise by an independent certified public accountant or by an appraiser, financial advisor or other expert selected with reasonable care by or on behalf of the Company, its subsidiaries, or an Enterprise. Further, Indemnitee will be deemed to have acted in a manner “not opposed to the best interests of the Company,” as referred to in this Agreement if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan. The provisions of this Section 13(d) are not exclusive and do not limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
(e)The knowledge and/or actions, or failure to act, of any other person affiliated with the Company or an Enterprise (including, but not limited to, a director, officer, trustee, partner, managing member, Agent or employee) may not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification under this Agreement.
Section 14.Remedies of Indemnitee.
(a)Indemnitee may commence litigation against the Company in the Delaware Court to obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company does not advance Expenses pursuant to Section 10 of this Agreement, (iii) the determination of entitlement to indemnification is not made pursuant to Section 12 of this Agreement within the Determination Period, (iv) the Company does not indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence of Section 12(d) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, (v) the Company does not indemnify Indemnitee pursuant to Section 3, 4, 7, or 8 of this Agreement within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder. The Company will not oppose Indemnitee’s right to seek any such adjudication.
(b)If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 14 will be conducted in all respects as a de novo trial on the merits and Indemnitee may not be prejudiced by reason of that adverse determination. In any judicial proceeding

Exhibit 10.1
commenced pursuant to this Section 14 the Company will have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and will not introduce evidence of the determination made pursuant to Section 12 of this Agreement.
(c)If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is entitled to indemnification, the Company will be bound by such determination in any judicial proceeding commenced pursuant to this Section 14 unless (i) a made of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with Indemnitees’ request for indemnification, or (ii) the Company is prohibited from indemnifying Indemnitee under applicable law.
(d)The Company is, to the fullest extent not prohibited by law, precluded from asserting in any judicial proceeding commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding, or enforceable and will stipulate in any such court that the Company is bound by all the provisions of this Agreement.
(e)It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement, or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee under this Agreement. The Company, to the fullest extent permitted by law, will (within thirty (30) days after receipt by the Company of a written request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with a Proceeding concerning this Agreement, Indemnitee’s other rights to indemnification or advancement of Expenses from the Company, or concerning any directors’ and officers’ liability insurance policies maintained by the Company, and will indemnify Indemnitee against any and all such Expenses unless the court determines that Indemnitee’s claims in such action were made in bad faith or frivolous, or that the Company is prohibited by law from indemnifying Indemnitee for such Expenses.
Section 15.Non-exclusivity; Survival of Rights; Insurance; Subrogation.
(a)The indemnification and advancement of Expenses provided by this Agreement are not exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders, a resolution of the board of directors, or otherwise. The indemnification and advancement of Expenses provided by this Agreement may not be limited or restricted by any amendment, alteration or repeal of this Agreement in any way with respect to any action taken or omitted by Indemnitee in Indemnitee’s Corporate Status occurring prior to any amendment, alteration or repeal of this Agreement. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Bylaws, the Certificate of Incorporation, or this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy is cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in

Exhibit 10.1
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.
(b)The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more other Persons with whom or which Indemnitee may be associated. The relationship between the Company and such other Persons, other than an Enterprise, with respect to Indemnitee’s rights to indemnification, advancement of Expenses, and insurance is described by this subsection, subject to the provisions of subsection (d) of this Section 15 with respect to a Proceeding concerning Indemnitee’s Corporate Status with an Enterprise.
i.The Company hereby acknowledges and agrees:
1)the Company’s obligations to Indemnitee are primary and any obligation of any other Persons, other than an Enterprise, are secondary (i.e., the Company is the indemnitor of first resort) with respect to any request for indemnification or advancement of Expenses made pursuant to this Agreement concerning any Proceeding;
2)the Company is primarily liable for all indemnification or advancement of Expenses obligations for any Proceeding, whether created by law, the Bylaws, the Certificate of Incorporation, contract (including this Agreement) or otherwise;
3)any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee and/or advance Expenses to Indemnitee in respect of any proceeding are secondary to the Company’s obligations; and
4)the Company will indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or an insurer of any such Person.
ii.the Company irrevocably waives, relinquishes and releases (A) any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation, reimbursement, exoneration or indemnification, or any other recovery of any kind in respect of amounts paid by the Company to Indemnitee pursuant to this Agreement and (B) any right to participate in any claim or remedy of Indemnitee against any Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.
iii.In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss for Indemnitee, the payor has a right of subrogation against the Company or its insurers for all amounts so paid which would otherwise be payable by the Company or its insurers under this Agreement. In no event will payment by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of the Company hereunder or shift primary liability for the Company’s obligation to indemnify or advance Expenses to any other Person with whom or which Indemnitee may be associated.

Exhibit 10.1
iv.Any indemnification or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated is specifically in excess over the Company’s obligation to indemnify and advance Expenses or any valid and collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company.
(c)To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or Agents of the Company, the Company will obtain a policy or policies covering Indemnitee to the maximum extent of the coverage available for any such director, officer, employee or Agent under such policy or policies, including coverage in the event the Company does not or cannot, for any reason, indemnify or advance Expenses to Indemnitee as required by this Agreement. If, at the time of the receipt of a notice of a claim pursuant to this Agreement, the Company has director and officer liability insurance in effect, the Company will give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. Indemnitee agrees to assist the Company’s efforts to cause the insurers to pay such amounts and will comply with the terms of such policies, including selection of approved panel counsel, if required.
(d)The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee for any Proceeding concerning Indemnitee’s Corporate Status with an Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise. The Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor of first resort with respect to indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status with such Enterprise. The Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary to the obligations the Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable action to obtain from an Enterprise indemnification and advancement of Expenses for any Proceeding related to, or arising from, Indemnitee’s Corporate Status with such Enterprise.
(e)In the event of any payment made by the Company under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any Enterprise or its insurance carrier. Indemnitee will execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
Section 16.Duration of Agreement. The indemnification and advancement of Expenses rights provided by or granted pursuant to this Agreement are (i) binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), (ii) continue as to an Indemnitee who has ceased to be a director, officer, employee or Agent of the Company or of any other Enterprise, and (iii) inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

Exhibit 10.1
Section 17.Severability. If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will not in any way be affected or impaired thereby and will remain enforceable to the fullest extent permitted by law; (b) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will be construed so as to give effect to the intent manifested thereby.
Section 18.Interpretation. Any ambiguity in the terms of this Agreement will be resolved in favor of Indemnitee and in a manner to provide the maximum indemnification and advancement of Expenses permitted by law. The Company and Indemnitee intend that this Agreement provide to the fullest extent permitted by law for indemnification and advancement of Expenses in excess of that expressly provided, without limitation, by the Certificate of Incorporation, the Bylaws, vote of the Company’s stockholders or disinterested directors, or applicable law.
Section 19.Enforcement.
(a)The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee, or Agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as director, officer, employee, or Agent of the Company.
(b)This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws, any directors’ and officers’ insurance maintained by the Company, and applicable law, is not a substitute therefor, and does not diminish or abrogate any rights of Indemnitee thereunder.
Section 20.Modification and Waiver. No supplement, modification or amendment of this Agreement is binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement will be valid unless executed in writing by the party entitled to enforce the provision to be waived and any such waiver will not be deemed or constitutes a waiver of any other provisions of this Agreement nor will any waiver constitute a continuing waiver.
Section 21.Notice by Indemnitee. Indemnitee agrees to promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so

Exhibit 10.1
notify the Company does not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.
Section 22.Notices. All notices, requests, demands and other communications under this Agreement will be in writing and will be deemed to have been duly given if (a) delivered by hand to the other party, (b) sent by reputable overnight courier to the other party or (c) sent by facsimile transmission or electronic mail, with receipt of oral confirmation that such communication has been received:
(a)If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee provides to the Company.
(b)If to the Company to:
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101
Attention: General Counsel and Corporate Secretary
Via email: BlueAttorneys@jetblue.com

or to any other address as may have been furnished to Indemnitee by the Company.
Section 23.Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (b) the relative fault of the Company (and its directors, officers, employees and Agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Section 24.Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (a) agree that any action, claim, or proceeding between the parties arising out of or in connection with this Agreement may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action, claim, or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action, claim, or proceeding in the Delaware Court, and (d) waive, and agree not to plead or to make, any claim that any such action, claim, or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
Section 25.Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed to be an original but all of which together constitute one and the same Agreement. Only one such counterpart signed by the party

Exhibit 10.1
against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 26.Headings. The headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement or affect the construction thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.
JETBLUE AIRWAYS CORPORATION        INDEMNITEE


By:                                            
Name:                            Name:
Office:                            Address:            
                                            
                                            
EXHIBIT 10.6
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.


A I R B U S  A3 2 0  F A M I L Y
P U R C H A S E  A G R E E M E N T
B E T W E E N
A I R B U S  S. A. S.
as Seller
A N D
J E T B L U E  A I R W A Y S  C O R P O R A T I O N
as Buyer

C O N T E N T S
 
CLAUSES  TITLES    
0  DEFINITIONS AND INTERPRETATION   1  
1  SALE AND PURCHASE   8  
2  SPECIFICATION   9  
3  PRICES   12  
4  PRICE REVISION   17  
5  PAYMENTS   18  
6  MANUFACTURE PROCEDURE - INSPECTION   23  
7  CERTIFICATION   24  
8  BUYER’S TECHNICAL ACCEPTANCE   26  
9  DELIVERY   28  
10  EXCUSABLE DELAY   30  
11  INEXCUSABLE DELAY   33  
12  WARRANTIES AND SERVICE LIFE POLICY   35  
13  PATENT AND COPYRIGHT INDEMNITY   52  
14  TECHNICAL DATA AND SOFTWARE SERVICES   55  
15  SELLER REPRESENTATIVES SERVICES   63  
16  TRAINING SUPPORT AND SERVICES   66  
17  EQUIPMENT SUPPLIER PRODUCT SUPPORT   77  
18  BUYER FURNISHED EQUIPMENT   79  
19  INDEMNIFICATION AND INSURANCE   84  

EXHIBIT 10.6
20  TERMINATION   87  
21  ASSIGNMENTS AND TRANSFERS   92  
22  MISCELLANEOUS PROVISIONS   94  
 





EXHIBIT 10.6
C O N T E N T S
 
EXHIBITS  TITLES
Exhibit A1  A320 STANDARD SPECIFICATION
Exhibit A2  A321 STANDARD SPECIFICATION
Exhibit B1  FORM OF SPECIFICATION CHANGE NOTICE
Exhibit B2  FORM OF MANUFACTURER SPECIFICATION CHANGE NOTICE
Exhibit B3  SCN List A320 Backlog Aircraft (excluding Group 1 A320 Aircraft)
Exhibit B4  SCN List A320 NEO Aircraft
Exhibit B5  SCN List A321 Backlog Aircraft
Exhibit B6  SCN List Group 1 A320 Aircraft
Exhibit C  PART 1 SELLER PRICE REVISION FORMULA
  PART 2 CFM INTERNATIONAL PRICE REVISION FORMULA
  PART 3 INTERNATIONAL AERO ENGINES PRICE REVISION FORMULA
  PART 4 PRATT AND WHITNEY PRICE REVISION FORMULA
Exhibit D  FORM OF CERTIFICATE OF ACCEPTANCE
Exhibit E  FORM OF BILL OF SALE
Exhibit F  SERVICE LIFE POLICY – LIST OF ITEMS
Exhibit G  TECHNICAL DATA INDEX
Exhibit H  MATERIAL SUPPLY AND SERVICES
 

EXHIBIT 10.6














EXHIBIT 10.6

A320 FAMILY PURCHASE AGREEMENT
This A320 Family Purchase Agreement (this “Agreement”) is made as of October 19, 2011.

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 the 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 118-29 Queens Boulevard, Forest Hills, New York 11375, United States of America (the “Buyer”).

WHEREAS subject to the terms and conditions of this Agreement, the Seller desires to sell the Aircraft to the Buyer and the Buyer desires to purchase the Aircraft from the Seller.

NOW THEREFORE IT IS AGREED AS FOLLOWS:
 


EXHIBIT 10.6
0
DEFINITIONS AND INTERPRETATION
 0.1
In addition to words and terms elsewhere defined in this Agreement, the initially capitalized words and terms used in this Agreement shall have the meaning set out below.
A320 Aircraft  – an Airbus A320-200 model aircraft firmly ordered under this Agreement, including the A320 Airframe, the A320 Propulsion System, and any part, component, furnishing or equipment installed on the A320 Aircraft on Delivery.
A320 Airframe  - any A320 Aircraft, excluding A320 Propulsions System therefor.
A320 Backlog Aircraft – any or all of the twenty-two (22), of the fifty-two (52) A320-200 model aircraft originally to be sold by the Seller and purchased by the Buyer pursuant to the Original Agreement, as of the date hereof to be sold by the Seller and purchased by the Buyer pursuant to this agreement, as the case may be, together with all components, equipment, parts and accessories installed in or on such aircraft and the relevant A320 Propulsion System installed thereon.
A320 Backlog Airframe  - any A320 Backlog Aircraft, excluding A320 Propulsions System therefor.
A320 Family Aircraft – as defined in Clause 2.1.2.1.
A320 Family Base Period – as defined in Clause 3.1.2.
A320 NEO Aircraft – any and all of the forty (40) firmly ordered A320-200 model aircraft incorporating the New Engine Option to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, including A320 NEO Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the applicable A320 NEO Propulsion System installed thereon upon Delivery.
A320 NEO Airframe – any A320 NEO Aircraft, excluding the A320 NEO Propulsion System therefor.
A320 NEO Propulsion System – as defined in Clause 2.3.2.
A320 Propulsion System – as defined in Clause 2.3.1.
A320 Standard Specification – the A320 standard specification document number D.000.02000 Issue 8 dated June 20, 2011, which includes a maximum take-off weight (MTOW) of [***] metric tons, a maximum landing weight (MLW) of [***] metric tons and a maximum zero fuel weight (MZFW) of [***] metric tons, a copy of which is annexed hereto as Exhibit A1
 A321 Aircraft – an Airbus A321-200 model aircraft firmly ordered under this Agreement, including the A321 Airframe, the A321 Propulsion System, and any part, component, furnishing or equipment installed on the A321 Aircraft on Delivery.
A321 Airframe – any A321 Aircraft, excluding the A321 Propulsion System therefor.
A321 Backlog Aircraft – any or all of the remaining thirty (30), of the fifty-two (52) A320-200 model aircraft originally to be sold by the Seller and purchased by the Buyer pursuant to the Original Agreement, as of the date hereof to be sold by the Seller and purchased by the Buyer pursuant to this Agreement as A321-200 model aircraft, together with all components, equipment, parts and accessories installed in or on such aircraft and the relevant A321 Propulsion System installed thereon.
A321 Backlog Airframe  - any A321 Backlog Aircraft, excluding A321 Propulsions System therefor.
A321 NEO Airframe – any A321 NEO Aircraft, excluding the A321 NEO Propulsion System therefor.

EXHIBIT 10.6
A321 Propulsion System – as defined in Clause 2.3.3.
A321 Standard Specification – the A321 standard specification document number E.000.02000, Issue 5 dated June 20, 2011, which includes a maximum take-off weight (MTOW) of [***] metric tons, a maximum landing weight (MLW) of [***] metric tons and a maximum zero fuel weight (MZFW) of [***] metric tons, a copy of which is annexed hereto as Exhibit A-1.
AACS – Airbus Americas Customer Services, Inc., a corporation organized and existing under the laws of the state of Delaware, having its registered office located at 198 Van Buren Street, Suite 300, Herndon, Virginia 20170, or any successor thereto.
AET – Airbus Equivalent Thrust.
Affiliate - with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person or entity.
AirbusWorld - corresponds to the Seller’s customer portal as further defined in Clause 14.10.1.
Aircraft – individually or collectively, the Group 1 A320 Aircraft, the A320 Backlog Aircraft, the A320 NEO Aircraft and the A321 Backlog Aircraft, as applicable.
Aircraft Training Services - any flight support services including but not limited to any and all training courses, flight training, flight assistance, line training, line assistance and more generally all flights of any kind performed by the Seller, its agents, employees or subcontractors, and maintenance support, maintenance training (including Practical Training), training support of any kind performed on aircraft and provided to the Buyer pursuant to this Agreement.
Airframe  - any Aircraft excluding the Propulsion System therefor.
Aviation Authority - when used in respect of any jurisdiction the government entity, which under the laws of such jurisdiction has control over civil aviation or the registration, airworthiness or operation of aircraft in such jurisdiction.
Backlog Aircraft – the A320 Backlog Aircraft and the A321 Backlog Aircraft.
Balance of Final Price as defined in Clause 5.4.1.
Base Price – for any Aircraft, as defined in Clause 3.1
Base Price of the Aircraft – as defined in Clause 3.1.
Base Price of the Airframe – the Base Price of the Group 1 A320 Airframe, the Base Price of the A320 Backlog Airframe, the Base Price of the A320 NEO Airframe, the Base Price of the A321 Backlog Airframe, as applicable.
Base Price of the A320 Backlog Airframe – as defined in Clause 3.1.1.
Base Price of the A320 NEO Airframe – as defined in Clause 3.1.3.
Base Price of the A321 Backlog Airframe – as defined in Clause 3.1.5.
Base Price of CFM LEAP X-1A26 Propulsion Systems – as defined in Clause 3.2.2.
Base Price of IAE V2527-A5 Propulsion Systems – as defined in Clause 3.2.1.
Base Price of IAE V2533-A5 Propulsion Systems – as defined in Clause 3.2.4.

EXHIBIT 10.6
Base Price of PW1127G Propulsion Systems – as defined in Clause 3.2.3.
Bill of Sale - as defined in Clause 9.2.2.
Business Day - a day, other than a Saturday or Sunday, on which business of the kind contemplated by this Agreement is carried on in France, in Germany and in the Buyer’s country or, where used in relation to a payment, which is a day on which banks are open for business in France, in Germany, in the Buyer’s country and in New York, as appropriate.
Buyer Furnished Equipment or BFE - as defined in Clause 18.1.1.1.
Certificate of Acceptance – as defined in Clause 8.3.
CFM – CFM International.
CFM LEAP X Propulsion Systems – CFM LEAP X-1A26 Propulsion System.
CFM Propulsion Systems Reference Price – as defined in Part 2 of Exhibit C to the Agreement.
Commercial and Industrial Constraints – [***]
Contractual Definition Freeze or CDF – as defined in Clause 2.4.2.
Customization Milestones Chart – as defined in Clause 2.4.1.
DAP – as defined in Clause 14.4.3.2.
Declaration of Design and Performance or DDP - the documentation provided by an equipment manufacturer guaranteeing that the corresponding equipment meets the requirements of the Specification, the interface documentation as well as all the relevant certification requirements.
Delivery - the transfer of title to the Aircraft from the Seller to the Buyer in accordance with Clause 9.
Delivery Date - the date on which Delivery shall occur.
Delivery Location - the facilities of the Seller at the location of final assembly of the Aircraft.
Excusable Delay – as defined in Clause 10.1.
Export Airworthiness Certificate and/or Statement of Conformity - an export certificate of airworthiness and/or a statement of conformity issued by the Aviation Authority of the Delivery Location, as applicable.
Final Price - as defined in Clause 3.3.
First Quarter or 1st Quarter or 1Q – January, February and March of any given calendar year.
Fourth Quarter or 4th Quarter or 4Q – October, November and December of any given calendar year.
General Terms and Conditions or GTC - the General Terms and Conditions of Access to and Use of AirbusWorld set forth in Clause 14.10.3.
Goods and Services - any goods and services that may be purchased by the Buyer from the Seller, excluding Aircraft.
Ground Training Services - all training courses performed in classrooms (classical or Airbus CBT courses), full flight simulator sessions, fixed base simulator sessions, field trips and any other services

EXHIBIT 10.6
provided to the Buyer on the ground pursuant to this Agreement and which are not Aircraft Training Services.
Group 1 A320 Aircraft – the A320 Backlog Aircraft scheduled to deliver [***] 2011, [***] 2012, [***] 2012, [***] 2012, [***] 2012, [***] 2012, [***] 2012 and [***] 2012, as set forth in Schedule 1 to the Agreement as of even date herewith.
Group 1 A320 Airframe – each of the Group 1 A320 Aircraft, excluding A320 Propulsion System.
IAE – International Aero Engines.
IAE Propulsion System – the IAE V2527-A5 Propulsion System and the IAE V2533-A5 Propulsion System, as applicable.
IAE Propulsion Systems Reference Price – as defined in Part 3 of Exhibit C to the Agreement.
InExcusable Delay – as defined in Clause 11.1.
Irrevocable SCNs - the list of SCNs set forth in Exhibit B4 which are irrevocably part of the A320 NEO specification, as expressly set forth in Exhibit B3.
Manufacture Facilities - the various manufacture facilities of the Seller, its Affiliates or any sub-contractor, where the Airframe or its parts are manufactured or assembled.
Manufacturer Specification Change Notice or MSCN – as defined in Clause 2.2.2.1.1.
Material – as defined in Clause 1.2 of Exhibit H.
NEO Aircraft – an A320 NEO Aircraft and an A321 NEO Aircraft, as applicable.
New Engine Option or NEO – as defined in Clause 2.1.2.
NEO Propulsion System – the A320 NEO Propulsion System.
Original Agreement – the purchase agreement between the Seller and the Buyer dated as of April 20, 1999, as amended, from which fifty-two (52) A320-200 aircraft are transferred from and added to this Agreement.
Original Aircraft – the twenty-two (22) A320 Backlog Aircraft and the thirty (30) A321 Backlog Aircraft which were subject of the Original Agreement.
 PW – Pratt and Whitney.
PW Propulsion System – the PW1127G Propulsion System.
PW Propulsions Systems Reference Price – as defined in Part 4 of Exhibit C to the Agreement.
Predelivery Payment – any of the payments determined in accordance with Clause 5.3.
Propulsion Systems – CFM LEAP X-1A26 Propulsion Systems, IAE V2527-A5 Propulsion Systems, IAE V2533-A5 Propulsion Systems and PW 1127G Propulsion System, as applicable.
Propulsion Systems Reference Price – CFM Propulsion Systems Reference Price, IAE Propulsion Systems Reference Price and the PW Propulsion Systems Reference Price, as applicable.
Propulsion Systems Manufacturer – CFM, IAE and PW, as applicable.

EXHIBIT 10.6
Propulsion Systems Price Revision Formula – for any Propulsion System, the applicable price revision formula as set forth in Part 2, Part 3 and Part 4 of Exhibit C.
Ready for Delivery - the time when the Technical Acceptance Process has been completed in accordance with Clause 8 and all technical conditions required for the issuance of the Export Airworthiness Certificate and/or the statement of conformity (as applicable) have been satisfied.
Scheduled Delivery Month – as defined in Clause 9.1.
Scheduled Delivery Quarter – as defined in Clause 9.1.
Second Quarter or 2nd Quarter or 2Q – April, May and June of any given calendar year.
Seller Furnished Equipment or SFE - corresponds to items of equipment that are identified in the Specification as being furnished by the Seller.
Seller Price Revision Formula is set out in Part 1 of Exhibit C.
Seller Representatives - as defined in Clause 15.1.1.
Seller Representatives Services - the services provided by the Seller to the Buyer and from the Buyer to the Seller pursuant to Clause 15.
Seller Service Life Policy – as defined in Clause 12.2.
Sharklets - a new large wingtip device, currently under development by the Seller, designed to enhance the eco-efficiency, fuel burn efficiency and payload range performance of the A320 family aircraft, and which are part of the New Engine Option and corresponding Irrevocable SCNs.
 Spare Parts means the items of equipment and material that may be provided pursuant to Exhibit H.
Specification Change Notice or SCN – as defined in Clause 2.2.1.
Specification - either (a) the Standard Specification if no SCNs are applicable or (b) if SCNs are issued, the Standard Specification as amended by all applicable SCNs.
Standard Specification - the A320 Standard Specification or the A321 Standard Specification, as applicable.
Supplier – as defined in Clause 12.3.1.1.
Supplier Part – as defined in Clause 12.3.1.2.
Supplier Product Support Agreements – as defined in Clause 12.3.1.3.
SPSA Application - the application on AirbusWorld, which provides the Buyer with access to the Supplier Product Support Agreements.
Technical Acceptance Process – as defined in Clause 8.1.1.
Technical Data – as defined in Clause 14.1.
Third Quarter or 3rd Quarter or 3Q – July, August and September of any given calendar year.
Total Loss – as defined in Clause 10.4.
Type Certificate – as defined in Clause 7.1.

EXHIBIT 10.6
Warranted Part – as defined in Clause 12.1.1.
 0.2
Clause headings and the Index are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.
 0.3
In this Agreement unless the context otherwise requires:
  
(a)
references to Clauses, Appendices and Exhibits are to be construed as references to the Clauses of, and Appendices, and Exhibits to this Agreement and references to this Agreement include its Schedules, Exhibits and Appendices;
  
(b)
words importing the plural shall include the singular and vice versa; and
  
(c)
references to a person shall be construed as including, without limitation, references to an individual, firm, company, corporation, unincorporated body of persons and any state or agency of a state.
 1
SALE AND PURCHASE
The Seller will sell and deliver to the Buyer, and the Buyer will purchase and take delivery of the Aircraft from the Seller, subject to the terms and conditions contained in this Agreement.
 2
SPECIFICATION
 2.1
Aircraft Specification
 2.1.1
(i) The Group 1 A320 Aircraft will be manufactured in accordance with the A320 standard specification document number D.000.02000 Issue 6 dated January 31, 2005, which includes a maximum take-off weight (MTOW) of [***] metric tons, a maximum landing weight (MLW) of [***] metric tons and a maximum zero fuel weight (MZFW) of [***] metric tons, a copy of which is annexed hereto as Exhibit A3, as modified or varied prior to the date of this Agreement by the Specification Change Notices listed in Exhibit B6.
  
(ii)
The A320 Backlog Aircraft (excluding Group 1 Aircraft) will be manufactured in accordance with the A320 standard specification document number D.000.02000 Issue 8 dated June 20, 2011, which includes a maximum take-off weight (MTOW) of [***] metric tons, a maximum landing weight (MLW) of [***] metric tons and a maximum zero fuel weight (MZFW) of [***] metric tons, a copy of which is annexed hereto as Exhibit A1, as modified or varied prior to the date of this Agreement by the Specification Change Notices listed in Exhibit B3.
(iii) The A321 Backlog Aircraft will be manufactured in accordance with the A321 standard specification document number E.000.02000, Issue 5 dated June 20, 2011, which includes a maximum take-off weight (MTOW) of [***] metric tons, a maximum landing weight (MLW) of [***] metric tons and a maximum zero fuel weight (MZFW) of [***] metric tons, a copy of which is annexed hereto as Exhibit A2, as modified or varied prior to the date of this Agreement by the Specification Change Notices listed in Exhibit B5.

EXHIBIT 10.6
 2.1.2
New Engine Option
 2.1.2.1
The Seller is currently developing a new engine option (the “New Engine Option” or “NEO”), applicable to the A320-200 model aircraft (the “A320 Family Aircraft”). The specification of the A320 Family Aircraft with NEO will be derived from the A320 Standard Specification and will include (i) as applicable, the A320 NEO Propulsion System (ii) Sharklets, (iii) airframe structural adaptations and (iv) Aircraft systems and software adaptations required to operate such A320 Family Aircraft with the New Engine Option. The foregoing is currently reflected in the Irrevocable SCNs listed in Exhibit B4, the implementation of which is hereby irrevocably accepted by the Buyer.
 2.1.2.2
The New Engine Option shall modify the design weights of the A320 Standard Specification as follows: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons.
It is agreed and understood that the above design weights may be updated upon final NEO specification freeze.
  2.2
Specification Amendment
The parties understand and agree that the Specification may be further amended following signature of this Agreement in accordance with the terms of this Clause 2.
 2.2.1
Specification Change Notice
The Specification may be amended by written agreement between the parties in a Specification Change Notice (SCN). Each SCN shall be substantially in the form set out in Exhibit B1 and shall set out the SCN’s Aircraft embodiment rank and shall also set forth, in detail, the particular change to be made to the Specification and the effect, if any, of such change on design, performance, weight, Delivery Date of the Aircraft affected thereby and on the text of the Specification. An SCN may result in an adjustment of the Aircraft Base Price, which adjustment, if any, shall be specified in the SCN.
 2.2.2
Development Changes
The Specification may also be amended to incorporate changes deemed necessary by the Seller to improve the Aircraft, prevent delay or ensure compliance with this Agreement (“Development Changes”), as set forth in this Clause 2.
 2.2.2.1
Manufacturer Specification Changes Notices
 2.2.2.1.1
The Specification may be amended by the Seller through a Manufacturer Specification Change Notice (“MSCN”), which shall be substantially in the form set out in Exhibit B2 hereto, or by such other means as may be deemed appropriate, and shall set out the MSCN’s Aircraft embodiment rank as well as, in detail, the particular change to be made to the Specification and the effect, if any, of such change on performance, weight, Aircraft Base Price, Delivery Date of the Aircraft affected thereby and interchangeability or replaceability requirements under the Specification.

EXHIBIT 10.6
 2.2.2.1.2
Except when the MSCN is necessitated by an Aviation Authority directive or by equipment obsolescence, in which case the MSCN shall be accomplished without requiring the Buyer’s consent, if the MSCN adversely affects the performance, weight, Base Price, Delivery Date of the Aircraft affected thereby or the interchangeability or replaceability requirements under the Specification, the Seller shall notify the Buyer of a reasonable period of time during which the Buyer must accept or reject such MSCN. If the Buyer does not notify the Seller of the rejection of the MSCN within such period, the MSCN shall be deemed accepted by the Buyer and the corresponding modification shall be accomplished.
 2.2.2.2
In the event of the Seller revising the Specification to incorporate Development Changes which have no adverse effect on any of the elements as set forth in 2.2.2.1 above, such revision shall be performed by the Seller without the Buyer’s consent.
In such cases, the Buyer shall have access to the details of such changes through the relevant application in AirbusWorld.
 2.2.2.3
The Seller is considering [***].
 2.3
Propulsion Systems
 2.3.1
The A320 Backlog Airframe and the Group 1 A320 Airframe shall be equipped with a set of two (2) IAE V2527-A5 engines (the “A320 Propulsion System”).
 2.3.2
The A320 NEO Airframe will be equipped with either a set of two (2) (i) CFMI Leap-X1A26 engines or (ii) PW1127G engines (each, the “A320 NEO Propulsion System”), each with an AET of 26,300 lbf.
 2.3.3
The A321 Backlog Airframe shall be equipped with a set of two (2) IAE V2533-A5 engines (the “A321 Propulsion System”).
 2.3.4
The Buyer will notify the Seller in writing of its choice of Propulsion System for the NEO Aircraft by signature of this Agreement, but in no event later than November 30, 2011.
 2.4
Milestones
 2.4.1
Customization Milestones Chart
Within a reasonable period following signature of the Agreement, the Seller shall provide the Buyer with a customization milestones chart (the “Customization Milestone Chart”), setting out how far in advance of the Scheduled Delivery Month of the Aircraft an SCN must be executed in order to integrate into the Specification any items requested by the Buyer from the Seller’s catalogs of Specification change options (the “Option Catalogs”).
 2.4.2
Contractual Definition Freeze
The Customization Milestone Chart shall in particular define the date(s) by which the contractual definition of the Aircraft must be finalized and all SCNs need to have been executed by the Buyer (the “Contractual Definition Freeze” or “CDF”) in order to enable their incorporation into the manufacturing of the Aircraft and Delivery of the Aircraft in the Scheduled Delivery Month. Each such date shall be referred to as a “CDF Date”.

EXHIBIT 10.6
 3
PRICES
 3.1
Base Price of the Aircraft
The “Base Price” of each Aircraft is the sum of:
  
(i)
The applicable Base Price of the Airframe, and
  
(ii)
The applicable Base Price of the Propulsion System.
 3.1.1
The “Base Price of the A320 Backlog Airframe” (excluding the Group 1 A320 Airframe) is the sum of the following base prices:
  
(i)
the base price of the A320 Backlog Airframe as defined in the A320 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, which is:
USD $[***]
(US Dollars – [***]) and
  
(ii)
the sum of the base prices of all SCNs set forth in Exhibit B3, which is:
USD $[***]
(US Dollars – [***])
 3.1.2
The Base Price of the A320 Backlog Airframe, (excluding the Group 1 A320 Airframe) has been established in accordance with the average economic conditions prevailing in [***] and corresponding to a theoretical delivery in [***] (the, “A320 Family Base Period”).
 3.1.3
The “Base Price of the A320 NEO Airframe” is the sum of the following base prices:
  
(i)
the base price of the A320 NEO Airframe as defined in the A320 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers which is :
USD $[***]
(US Dollars – [***]),
  
(ii)
the sum of the base prices of the Irrevocable SCNs set forth in Exhibit B4, which is the sum of:
  
a)
the base price of the New Engine Option is:
USD $[***]
(US Dollars – [***]) and
  
b)
the base price of the Sharklets is
  USD $[***]

EXHIBIT 10.6
(US Dollars – [***]),
  
(iii)
the sum of the base prices of any and all additional SCNs (other than Irrevocable SCNs to the extent included in Clause 3.1.3(ii)) set forth in Exhibit B4 is:
USD $[***]
(US Dollars – [***]) and
  
(iv)
the base price of the Master Charge Engine, which is applicable if a CFM LEAP-X Propulsion System is selected, which is:
USD $[***]
(US Dollars [***])
 3.1.4
The A320 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in A320 Family Base Period.
 3.1.5
The “Base Price of the A321 Backlog Airframe” is the sum of the following base prices:
  
(i)
the base price of the A321 Airframe as defined in the A321 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, which is:
USD $[***]
(US Dollars – [***]) and
  
(ii)
the sum of the base prices of all SCNs set forth in Exhibit B5, which is:
USD $[***]
(US Dollars – [***])
3.1.6
The A321 Backlog Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.
 3.1.7
The “Base Price of the Group 1 A320 Airframe” is the sum of the following base prices:
  
(i)
the base price of the Group 1 A320 Airframe as defined in the A320 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, which is:
USD $[***]
(US Dollars – [***]) and
  
(ii)
the sum of the base prices of all SCNs set forth in Exhibit B6, which is:
USD $[***]
(US Dollars – [***]).

EXHIBIT 10.6
 3.1.8
The Base Price of the Group 1 A320 Airframe has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.
 3.2
Propulsion Systems Base Price
 3.2.1
The base price of a set of two (2) IAE V2527-A5 engines (the “IAE V2527-A5 Propulsion Systems”) is:
USD $[***]
(US Dollars – [***])
The Base Price of the IAE Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the IAE Propulsion Systems Reference Price, as set forth in Part 3 of Exhibit C to the Agreement.
 3.2.2
The base price of a set of two (2) CFM LEAP X-1A26 engines (the “CFM LEAP X-1A26 Propulsion System”) is
USD $[***]
(US Dollars – [***])
The Base Price of the CFM LEAP X-1A26 Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the CFM Propulsion Systems Reference Price, as set forth in Part 2 of Exhibit C to the Agreement.
Notwithstanding the foregoing, the CFM Propulsion Systems Reference Price corresponds to the thrust ratings defined for the respective Propulsion Systems in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.
 3.2.3
The base price of a set of two (2) PW1127G engines (the “PW 1127G Propulsion Systems”) is
USD $[***]
(US Dollars – [***])
The Base Price of the PW 1127G Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the PW Propulsion Systems Reference Price, as set forth in Part 4 of Exhibit C to the Agreement.
Notwithstanding the foregoing, the PW Propulsion Systems Reference Price corresponds to the thrust ratings defined for the respective Propulsion Systems in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.
 3.2.4
The base price of a set of two (2) IAE V2533-A5 engines (the “IAE V2533-A5 Propulsion Systems”) is:
USD $[***]
(US Dollars – [***])

EXHIBIT 10.6
The Base Price of the IAE Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the IAE Propulsion Systems Reference Price, as set forth in Part 3 of Exhibit C to the Agreement.
 3.3
Final Price
The Final Price of each Aircraft shall be the sum of:
  
(i)
the applicable Airframe Base Price as revised as of the Delivery Date in accordance with Clause 4.1; plus
 
(ii)
the aggregate of all increases or decreases to the Airframe Base Price as agreed in any Specification Change Notice or part thereof applicable to the Airframe subsequent to the date of this Agreement as revised as of the Delivery Date in accordance with Clause 4.1; plus
  
(iii)
the applicable Propulsion Systems Reference Price as revised as of the Delivery Date in accordance with Clause 4.2; plus
   
(iv)
the aggregate of all increases or decreases to the Propulsion Systems Reference Price as agreed in any Specification Change Notice or part thereof applicable to the Propulsion Systems subsequent to the date of this Agreement as revised as of the Delivery Date in accordance with Clause 4.2; plus
  
(v)
any other amount due by the Buyer to the Seller pursuant to this Agreement and/or any other written agreement between the Buyer and the Seller with respect to the Aircraft.
 4 -
PRICE REVISION
 
4.1
Seller Price Revision Formula
For each Airframe, the Base Price of the Airframe is subject to revision up to and including the Delivery Date in accordance with the Seller Price Revision Formula.
 4.2
Propulsion Systems Price Revision
 4.2.1
The Propulsion Systems Reference Price applicable to the Propulsion System is subject to revision up to and including the Delivery Date in accordance with the applicable Propulsion System Price Revision Formula.
 4.2.2
The Reference Price of the Propulsion System, the prices of the related equipment and the Propulsion System Price Revision Formula are based on information received from the Propulsions System Manufacturer and are subject to amendment by the Propulsion System Manufacturer at any time prior to Delivery. If the Propulsion System Manufacturer makes any such amendment, the amendment will be deemed to be incorporated into this Agreement and the Reference Price of the Propulsion System, the prices of the related equipment and the Propulsion System Price Revision Formula will be adjusted accordingly. The Seller agrees to notify the Buyer as soon as the Seller receives notice of any such amendment from any Propulsion System Manufacturer.
 5 -
PAYMENT TERMS
 5.1
Seller’s Account
The Buyer will pay the Predelivery Payments, the Balance of the Final Price and any other amount due hereunder in immediately available funds in United States dollars to:
[***]

EXHIBIT 10.6
or to such other account as may be designated by the Seller.
 5.2
Previous Predelivery Payments and Commitment Fee
 5.2.1
The Seller acknowledges that it has received from the Buyer a [***] commitment fee of US$[***] (US Dollars – [***]) for each Aircraft set forth in Clause 9.1 as of the date of this Agreement (the “Commitment Fee”) for an aggregate total of US$[***] (US Dollars – [***]) (which consists of US$[***] for the total of forty (40) NEO Aircraft and US$[***] for the total of fifty-two (52) Backlog Aircraft). An amount equal to the Commitment Fee paid with respect to an Aircraft will be [***].
 5.2.2
The Seller acknowledges that it has in its possession Predelivery Payments received from the Buyer for the Original Aircraft, in the aggregate total of US$[***] (US Dollars – [***]) (the “Previous Predelivery Payments”) which [***].
 5.3
Predelivery Payments
 5.3.1
Predelivery Payments [***] and will be paid by the Buyer to the Seller for the Aircraft.
 5.3.2
The Predelivery Payment Reference Price for an Aircraft to be delivered in [***] is determined in accordance with the following formula:
[***]
 5.3.3
Predelivery Payments will be paid according to the following schedule.
  
Payment DatePercentage
of
Predelivery
Payment
Reference
Price
1st Payment
  [***]  [***]
  
No later than the first Business Day of each of the following months:
  
2nd Payment
  -[***]  [***]
3rd Payment
  -[***]  [***]
4th Payment
  -[***]  [***]
5th Payment
  -[***]  [***]
TOTAL PAYMENT PRIOR TO DELIVERY  [***]


EXHIBIT 10.6
In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement.
 5.3.4
The Seller will be entitled to hold and use any Predelivery Payment as absolute owner thereof, subject only to [***]. The Seller will be under no obligation to segregate any Predelivery Payment, or any amount equal thereto, from the Seller’s funds generally.
 5.4
Payment of Balance of the Final Price of the Aircraft
 5.4.1
Before the Delivery Date or concurrent with the Delivery of each Aircraft, the Buyer will pay to the Seller the Final Price of such Aircraft less the amount of Predelivery Payments received for such Aircraft by the Seller (the “Balance of the Final Price”).
 5.4.2
The Seller’s receipt of the full amount of all Predelivery Payments and of the Balance of the Final Price of the Aircraft, including any amounts due under Clause 5.8, are a condition precedent to the Seller’s obligation to deliver such Aircraft to the Buyer.
 5.5
Taxes
 5.5.1
The amounts stated in this Agreement to be payable by the Buyer are exclusive of value added tax (“VAT”) chargeable under the laws of any jurisdiction and accordingly the Buyer shall pay any VAT chargeable with respect to any Aircraft, component, accessory, equipment, part or service delivered or furnished under this Agreement
5.5.2
The Seller will pay all other Taxes (except for Taxes based on or measured by the income of the Buyer or any Taxes levied against the Buyer for the privilege of doing business in any jurisdiction), levied, assessed, charged or collected, on or prior to Delivery of any Aircraft, for or in connection with the manufacture, assembly, sale and delivery under this Agreement of such Aircraft or any parts, instructions or data installed thereon or incorporated therein (except Buyer Furnished Equipment referred to in Clause 18).
 5.5.3
The Buyer will pay all Taxes not assumed by the Seller under Clause 5.5.2, except for Taxes based on or measured by the income of the Seller or any Taxes levied against the Seller for the privilege of doing business in any jurisdiction.
“Taxes” means any present or future tax, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority or any political subdivision or taxing authority thereof or therein.
 5.6
Application of Payments
Notwithstanding any other rights the Seller may have at contract or at law, the Buyer and the Seller hereby agree that should any amount (whether under this Agreement or under any other material agreement related to the Aircraft between the Buyer and its Affiliates on the one hand and the Seller and its Affiliates on the other hand and whether at the stated maturity of such amount, by acceleration or otherwise) become due and payable by the Buyer or its Affiliates, and not be paid in full in immediately available funds on the date due, then the Seller will have the right to debit and apply, in whole or in part, the Predelivery Payments paid to the Seller by the Buyer against such unpaid amount. The Seller will promptly notify the Buyer in writing after such debiting and application, and the Buyer will immediately pay to the Seller the amount required to comply with Clause 5.3.
 5.7
Setoff Payments

EXHIBIT 10.6
Notwithstanding anything to the contrary contained herein, the Seller may set-off any matured obligation owed by the Buyer to the Seller and/or its Affiliates against any obligation (whether or not matured) owed by the Seller to the Buyer, regardless of the place of payment or currency (it being understood that if this obligation is unascertainable it may be estimated and the set-off made in respect of such estimate).
 5.8
Overdue Payments
 5.8.1
If any payment due to the Seller is not received by the Seller on the date or dates due, the Seller will have the right to claim from the Buyer, and the Buyer will promptly pay to the Seller on receipt of such claim, interest at the rate of [***] per month on the amount of such overdue payment, to be calculated from and including the due date of such payment to (but excluding) the date such payment is received by the Seller. The Seller’s right to receive such interest will be in addition to any other rights of the Seller hereunder or at law.
5.8.2
If any Predelivery Payment is not received on the date on which it is due, the Seller, in addition to any other rights and remedies available to it, will be under no obligation to deliver any Aircraft remaining to be delivered under this Agreement within such Aircraft’s Scheduled Delivery Month(s). Upon receipt of the full amount of all such overdue Predelivery Payments, together with interest on such Predelivery Payments in accordance with Clause 5.8.1, the Seller will provide the Buyer with new Scheduled Delivery Months for the affected Aircraft, subject to the Seller’s Commercial and Industrial Constraints.
 5.9
Proprietary Interest
Notwithstanding any provision of law to the contrary, the Buyer will not, by virtue of anything contained in this Agreement (including, without limitation, any Commitment Fee or Predelivery Payments hereunder, or any designation or identification by the Seller of a particular aircraft as an Aircraft to which any of the provisions of this Agreement refers) acquire any proprietary, insurable or other interest whatsoever in any Aircraft before Delivery of and payment for such Aircraft, as provided in this Agreement.
 5.10
Payment in Full
The Buyer’s obligation to make payments to the Seller hereunder will not be affected by and will be determined without regard to any setoff, counterclaim, recoupment, defense or other right that the Buyer may have against the Seller or any other person and all such payments will be made without deduction or withholding of any kind. The Buyer will ensure that the sums received by the Seller under this Agreement will be equal to the full amounts expressed to be due to the Seller hereunder, without deduction or withholding on account of and free from any and all taxes, levies, imposts, duties or charges of whatever nature, except that if the Buyer is compelled by law to make any such deduction or withholding the Buyer will pay such additional amounts to the Seller as may be necessary so that the net amount received by the Seller after such deduction or withholding will equal the amounts that would have been received in the absence of such deduction or withholding.
 5.11
Other Charges
Unless expressly stipulated otherwise, any charges due under this Agreement other than those set out in Clauses 5.2, 5.3 and 5.8 will be paid by the Buyer at the same time as payment of the Balance of the Final Price or, if invoiced, within thirty (30) days after the invoice date.

EXHIBIT 10.6
 5.12
Cross-Collateralisation
 5.12.1
The Buyer hereby agrees that, notwithstanding any provision to the contrary in this Agreement, in the event that the Buyer should fail to make any material payment owing under this Agreement or under any other material agreement between the Buyer and the Seller and/or any of their respective Affiliates (the “Other Agreement”), the Seller may:
  
(i)
withhold payment to the Buyer or its Affiliates of any sums that may be due to or claimed by the Buyer or its Affiliates from the Seller or its Affiliates pursuant to this Agreement or any Other Agreement, including Predelivery Payments, unless or until the default under this Agreement or the Other Agreement is cured or remedied; and
  
(ii)
apply any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft as well as any other monies held pursuant to any Other Agreement (collectively the “Relevant Amounts”) in such order as the Seller deems appropriate in satisfaction of any amounts due and unpaid by the Buyer or its Affiliates and to compensate for any losses and/or damages the Seller or its Affiliates may suffer as a result of the Buyer’s or its Affiliates’ failure to make payments in a timely manner under this Agreement or any Other Agreement. The Buyer acknowledges that the application of any of the Relevant Amounts as aforesaid may result in the Buyer or its Affiliates being in default (unless such default is otherwise cured or remedied) in relation to the agreement in respect of which such Relevant Amounts were originally granted or required to be paid, as the case may be.
The rights granted to the Seller in the preceding paragraphs (i) and (ii) are without prejudice and are in addition to and shall not be deemed a waiver of any other rights and remedies the Seller or its Affiliates may have at law or under this Agreement or any Other Agreement, including the right of set-off.
 5.12.2
In the event that the Seller applies any amount of any Predelivery Payment it then holds under this Agreement in respect of any of the Aircraft in satisfaction of the amount due and unpaid by the Buyer or its Affiliates or to compensate for losses and/or damages to the Seller or its Affiliates as a result of the Buyer’s or its Affiliates’ failure to make payment in a timely manner under the Agreement or any Other Agreement, then the Seller shall notify the Buyer to that effect. Within three (3) Business Days of issuance of such notification, the Buyer shall pay by wire transfer of funds immediately available to the Seller the amount of the Predelivery Payment that has been applied by the Seller as set forth above.
Failure of the Buyer to pay such amount in full, shall entitle the Seller to (i) collect interest on such unpaid amount in accordance with Clause 5.8.1 hereof from the fourth (4th) working day following the Seller’s written request to the Buyer for such payment and (ii) treat such failure as an additional termination event for which the Seller shall be entitled to the remedies available under Clause 20.2 of the Agreement.
6 -
MANUFACTURE PROCEDURE - INSPECTION
 6.1
Manufacture Procedures
Each Airframe will be manufactured in accordance with the requirements of the laws of the jurisdiction of incorporation of the Seller or of its relevant Affiliate as enforced by the Aviation Authority of such jurisdiction.

EXHIBIT 10.6
 6.2
Inspection
 6.2.1
The Buyer or its duly authorized representatives (the “Buyer’s Inspector(s)”) will be entitled to inspect the manufacture of the Airframe and all materials and parts obtained by the Seller for the manufacture of the Airframe (“the Inspection”) on the following terms and conditions;
  
(i)
any Inspection will be conducted pursuant to the Seller’s system of inspection and the relevant Airbus Procedures, as developed under the supervision of the relevant Aviation Authority;
  
(ii)
the Buyer’s Inspector(s) will have access to such relevant technical documentation as is reasonably necessary for the purpose of the Inspection;
  
(iii)
any Inspection and any related discussions with the Seller and other relevant personnel by the Buyer’s Inspector(s) will be at reasonable times during business hours and will take place in the presence of the relevant inspection department personnel of the Seller;
  
(iv)
the Inspections will be performed in a manner not to unduly delay or hinder the manufacture or assembly of the Aircraft or the performance of this Agreement by the Seller or any other work in progress at the Manufacture Facilities.
 6.2.2
Location of Inspections
The Buyer’s Inspector(s) will be entitled to conduct any such Inspection at the relevant Manufacture Facility of the Seller or the Affiliates and where possible at the Manufacture Facilities of the sub-contractors provided that if access to any part of the Manufacture Facilities where the Airframe manufacture is in progress or materials or parts are stored are restricted for security or confidentiality reasons, the Seller will be allowed reasonable time to make the relevant items available elsewhere.
 6.3
Seller’s Service for Buyer’s Inspector(s)
For the purpose of the Inspections, and starting from a mutually agreed date until the Delivery Date, the Seller will furnish without additional charge suitable space and office equipment in or conveniently located with respect to the Delivery Location for the use of a reasonable number of Buyer’s Inspector(s).
 7 -
CERTIFICATION
Except as set forth in this Clause 7, the Seller will not be required to obtain any certificate or approval with respect to any Aircraft.
 7.1
Type Certification
The Aircraft have been type certificated under EASA procedures for joint certification in the transport category. The Seller will obtain or cause to be obtained an FAA type certificate (the “Type Certificate”) to allow the issuance of the Export Certificate of Airworthiness.
 7.2
Export Certificate of Airworthiness
Subject to the provisions of Clause 7.3, each Aircraft will be delivered to the Buyer with an Export Certificate of Airworthiness and in a condition enabling the Buyer to obtain at the time of Delivery a

EXHIBIT 10.6
Standard Airworthiness Certificate issued pursuant to Part 21 of the US Federal Aviation Regulations and a Certificate of Sanitary Construction issued by the U.S. Public Health Service of the Food and Drug Administration. However, the Seller will have no obligation to make and will not be responsible for any costs of alterations or modifications to such Aircraft to enable such Aircraft to meet FAA or U.S. Department of Transportation requirements for specific operation on the Buyer’s routes, whether before, at or after Delivery of any Aircraft.
If the FAA requires additional or modified data before the issuance of the Export Certificate of Airworthiness, the Seller will provide such data or implement the required modification to the data, in either case, at the Seller’s cost.
 7.3
Specification Changes before Aircraft Ready for Delivery
 7.3.1
If, any time before the date on which the Aircraft is Ready for Delivery, any law, rule or regulation is enacted, promulgated, becomes effective and/or an interpretation of any law, rule or regulation is issued by the EASA that requires any change to the Specification for the purposes of obtaining the Export Certificate of Airworthiness (a “Change in Law”), the Seller will make the required modification and the parties hereto will sign an SCN.
 7.3.2
The Seller will as far as practicable, without prejudice to Clause 7.3.3(ii), take into account the information available to it concerning any proposed law, rule or regulation or interpretation that could become a Change in Law, in order to minimize the costs of changes to the Specification as a result of such proposed law, regulation or interpretation becoming effective before the applicable Aircraft is Ready for Delivery.
 7.3.3
The cost of implementing the required modifications referred to in Clause 7.3.1 will be:
  
[***]

 7.3.4
Notwithstanding the provisions of Clause 7.3.3, if a Change in Law relates to an item of BFE or to the Propulsion Systems the costs related thereto will be borne [***].
 7.4
Specification Changes after Aircraft Ready For Delivery
Nothing in Clause 7.3 will require the Seller to make any changes or modifications to, or to make any payments or take any other action with respect to, any Aircraft that is Ready for Delivery before the compliance date of any law or regulation referred to in Clause 7.3. Any such changes or modifications made to an Aircraft after it is Ready for Delivery will be at the Buyer’s expense.
 8
TECHNICAL ACCEPTANCE
 8.1
Technical Acceptance Process
 8.1.1
Prior to Delivery, each Aircraft will undergo a technical acceptance process developed by the Seller (the “Technical Acceptance Process”). Completion of the Technical Acceptance Process will demonstrate the satisfactory functioning of such Aircraft and will be deemed to demonstrate compliance with the Specification. Should it be established that such Aircraft does not comply with the Technical Acceptance Process requirements, the Seller will without hindrance from the Buyer be entitled to carry out any necessary changes and, as soon as practicable thereafter, resubmit the Aircraft to such further Technical Acceptance Process as is necessary to demonstrate the elimination of the non-compliance.
 8.1.2
The Technical Acceptance Process will:

EXHIBIT 10.6
  
(i)
commence on a date notified by the Seller to the Buyer no less than ten (10) days prior,
  
(ii)
take place at the Delivery Location,
  
(iii)
be carried out by the personnel of the Seller, and
  
(iv)
include a technical acceptance flight that will not exceed three (3) hours (the “Technical Acceptance Flight”).
 8.2
Buyer’s Attendance
 8.2.1
The Buyer is entitled to elect to attend the Technical Acceptance Process.
 8.2.2
If the Buyer elects to attend the Technical Acceptance Process, the Buyer:
  
(i)
will comply with the reasonable requirements of the Seller, with the intention of completing the Technical Acceptance Process within five (5) Business Days, and
  
(ii)
may have a maximum of four (4) of its representatives (no more than three (3) of whom will have access to the cockpit at any one time) accompany the Seller’s representatives on the Technical Acceptance Flight, during which the Buyer’s representatives will comply with the instructions of the Seller’s representatives.
 8.2.3
If the Buyer does not attend or fails to cooperate in the Technical Acceptance Process, the Seller will be entitled to complete the Technical Acceptance Process and the Buyer will be deemed to have accepted that the Technical Acceptance Process has been satisfactorily completed, in all respects.
 8.3
Certificate of Acceptance
Upon successful completion of the Technical Acceptance Process, the Buyer will, on or before the Delivery Date, sign and deliver to the Seller a certificate of acceptance in respect of each Aircraft in the form of Exhibit D (the “Certificate of Acceptance”).
 8.4
Finality of Acceptance
The Buyer’s signature of the Certificate of Acceptance for each Aircraft will constitute waiver by the Buyer of any right it may have, under the Uniform Commercial Code as adopted by the State of New York or otherwise, to revoke acceptance of the Aircraft for any reason, whether known or unknown to the Buyer at the time of acceptance.
 8.5
Aircraft Utilization
The Seller will, without payment or other liability, be entitled to use each Aircraft before Delivery as may be necessary to obtain the certificates required under Clause 7. Such use will not limit the Buyer’s obligation to accept Delivery hereunder.
[***]
9 -
DELIVERY
 9.1
Delivery Schedule

EXHIBIT 10.6
Subject to Clauses 2, 7, 8, 10 and 18, the Seller will have the Aircraft Ready for Delivery at the Delivery Location within, as applicable the following months (each a “Scheduled Delivery Month”) or quarters (each, a “Scheduled Delivery Quarter”) or years (each a “Scheduled Delivery Year”), as applicable, set forth in Schedule 1 hereto (collectively the “Delivery Schedule”).
 9.1.1
In respect of each Aircraft corresponding to a Scheduled Delivery Year as set forth in Schedule 1, the Seller will provide notification to the Buyer of the Scheduled Delivery Quarter no later than [***] prior to the first day of such Scheduled Delivery Year for such Aircraft.
 9.1.2
In respect of each Aircraft corresponding to a Scheduled Delivery Quarter as set forth in Schedule 1, the Seller will provide notification to the Buyer the Scheduled Delivery Month no later than [***] before the first day of the first month of such Scheduled Delivery Quarter, provided that the Buyer and the Seller shall use commercially reasonable efforts to optimize the Delivery Schedule to account for the Buyer’s seasonal demand.
 9.1.3
The Seller will give the Buyer at least [***] written notice of the anticipated week on which the Aircraft will be Ready for Delivery.
 9.1.4
The Seller will give the Buyer at least [***] written notice of the anticipated date on which the Aircraft will be Ready for Delivery. Such notice will also include the starting date and the planned schedule of the Technical Acceptance Process. Thereafter the Seller will notify the Buyer of any change to such dates.
 9.2
Delivery Process
 9.2.1
The Buyer will send its representatives to the Delivery Location to take Delivery of the Aircraft at the date on which the Aircraft is Ready for Delivery, and fly the Aircraft from the Delivery Location.
 9.2.2
The Seller will deliver and transfer title to the Aircraft to the Buyer free and clear of all encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer) provided that the Balance of the Final Price of such Aircraft has been paid by the Buyer pursuant to Clause 5.4 and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. The Seller will provide the Buyer with a bill of sale in the form of Exhibit E (the “Bill of Sale”) and/or such other documentation confirming transfer of title and receipt of the Final Price of the Aircraft as may reasonably be requested by the Buyer. Title to and risk of loss of or damage to the Aircraft will pass to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such Bill of Sale.
   9.2.3
Within the period set forth in Clause 9.2.1 above, if the Buyer fails to (i) deliver the signed Certificate of Acceptance to the Seller, or (ii) pay the Balance of the Final Price of the Aircraft to the Seller, then the Buyer will be deemed to have rejected Delivery wrongfully when the Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, and in addition to the remedies of Clause 5.8.1, the Seller will retain title to the Aircraft and the Buyer will indemnify and hold the Seller harmless against any and all costs (including but not limited to any parking, storage, and insurance costs) and risk of loss of or damage to the Aircraft), it being understood that the Seller will be under no duty to the Buyer to store, park, insure or otherwise protect the Aircraft. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.
 9.3
Flyaway
 9.3.1
The Buyer and the Seller will cooperate to obtain any licenses that may be required by the Aviation Authority of the Delivery Location for the purpose of exporting the Aircraft.
 9.3.2
All expenses of, or connected with, flying the Aircraft from the Delivery Location after Delivery will be borne by the Buyer. The Buyer will make direct arrangements with the supplying companies for the fuel and oil required for all post-Delivery flights.

EXHIBIT 10.6
 10 -
EXCUSABLE DELAY AND TOTAL LOSS
 10.1
Scope of Excusable Delay
Neither the Seller nor any Affiliate of the Seller, will be responsible for or be deemed to be in default on account of delays in delivery of the Aircraft or failure to deliver or otherwise in the performance of this Agreement or any part hereof due to causes beyond the Seller’s, or any Affiliate’s control or not occasioned by the Seller’s, fault or negligence (“Excusable Delay”), including, but not limited to: (i) acts of God or the public enemy, natural disasters, fires, floods, storms beyond ordinary strength, explosions or earthquakes; epidemics or quarantine restrictions; any law, decision, regulation, directive or other act (whether or not having the force of law) of any government or of the Council of the European Community or the Commission of the European Community or of any national, Federal, State, municipal or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign; governmental priorities, regulations or orders affecting allocation of materials, facilities or a completed Aircraft; war, civil war or warlike operations, terrorism, insurrection or riots; failure of transportation; strikes or labor troubles causing cessation, slow down or interruption of work; delay in obtaining any airworthiness or type certification; inability after due and timely diligence to procure materials, accessories, equipment or parts; general hindrance in transportation; or failure of a subcontractor or supplier to furnish materials, components, accessories, equipment or parts; (ii) any delay caused directly or indirectly by the action or inaction of the Buyer; and (iii) delay in delivery or otherwise in the performance of this Agreement by the Seller due in whole or in part to any delay in or failure of the delivery of, or any other event or circumstance relating to, the Propulsion Systems or Buyer Furnished Equipment. The Seller will as soon as practicable after becoming aware of any delay falling within the provisions of this Subclause 10.1 [***].
 10.2
Consequences of Excusable Delay
If an Excusable Delay occurs:
  
(i)
the Seller will notify the Buyer of such Excusable Delay as soon as practicable after becoming aware of the same;
  
(ii)
the Seller will not be responsible for any damages arising from or in connection with such Excusable Delay suffered or incurred by the Buyer;
  
(iii)
the Seller will not be deemed to be in default in the performance of its obligations hereunder as a result of such Excusable Delay;
  
(iv)
the Seller will as soon as practicable after the removal of the cause of such delay resume performance of its obligations under this Agreement and in particular will notify the Buyer of the revised Scheduled Delivery Month.
  10.3
Termination on Excusable Delay

EXHIBIT 10.6
 10.3.1
If any Delivery is delayed as a result of an Excusable Delay for a period of more than twelve (12) months after the last day of the Scheduled Delivery Month, then either party may terminate this Agreement with respect to the affected Aircraft, by giving written notice to the other party within thirty (30) days after the expiration of such twelve (12) month period. However, the Buyer will not be entitled to terminate this Agreement pursuant to this Clause 10.3.1 if the Excusable Delay is caused directly or indirectly by the action or inaction of the Buyer.
 10.3.2
If the Seller advises the Buyer in its notice of a revised Scheduled Delivery Month pursuant to Clause 10.2.1(iv) that there will be a delay in Delivery of an Aircraft of more than twelve (12) months after the last day of the Scheduled Delivery Month, then either party may terminate this Agreement with respect to the affected Aircraft. Termination will be made by giving written notice to the other party within thirty (30) days after the Buyer’s receipt of the notice of a revised Scheduled Delivery Month.
 10.3.3
If this Agreement is not terminated under the terms of Clause 10.3.1 or 10.3.2, then the Seller will be entitled to reschedule Delivery. The Seller will notify the Buyer of the new Scheduled Delivery Month after the thirty (30) day period referred to in Clause 10.3.1 or 10.3.2, and this new Scheduled Delivery Month will be deemed to be an amendment to the applicable Scheduled Delivery Month in Clause 9.1.
 10.4
Total Loss, Destruction or Damage
If, prior to Delivery, any Aircraft is lost, destroyed or in the reasonable opinion of the Seller is damaged beyond economic repair (“Total Loss”), the Seller will notify the Buyer to this effect within one (1) month of such occurrence. The Seller will include in said notification (or as soon after the issue of the notice as such information becomes available to the Seller) the earliest date consistent with the Seller’s other commitments and production capabilities that an aircraft to replace the Aircraft may be delivered to the Buyer and the Scheduled Delivery Month will be extended as specified in the Seller’s notice to accommodate the delivery of the replacement aircraft; provided, however, that if the Scheduled Delivery Month is extended to a month that is later than twelve (12) months after the last day of the original Scheduled Delivery Month then this Agreement will terminate with respect to said Aircraft unless:
  
(i)
the Buyer notifies the Seller within one (1) month of the date of receipt of the Seller’s notice that it desires the Seller to provide a replacement aircraft during the month quoted in the Seller’s notice; and
  
(ii)
the parties execute an amendment to this Agreement recording the change in the Scheduled Delivery Month.
Nothing herein will require the Seller to manufacture and deliver a replacement aircraft if such manufacture would require the reactivation of its production line for the model or series of aircraft that includes the Aircraft.
10.5
Termination Rights Exclusive
If this Agreement is terminated as provided for under the terms of Clauses 10.3 or 10.4, such termination will discharge all obligations and liabilities of the parties hereunder with respect to such affected Aircraft and undelivered material, services, data or other items applicable thereto and to be furnished under the Agreement.
 10.6
Remedies

EXHIBIT 10.6
THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 11, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.
 11-
INEXCUSABLE DELAY
 11.1
Liquidated Damages
Should an Aircraft not be Ready for Delivery within (i) [***] after the last day of the Scheduled Delivery Month for any Backlog Aircraft, or (ii) [***] after the last day of the Scheduled Delivery Month for any NEO Aircraft (in each case as such month may be changed pursuant to Clauses 2, 7 and/or 10) (the “Delivery Period”) and such delay is not as a result of an Excusable Delay or Total Loss, then such delay will be termed an “Inexcusable Delay.” In the event of an Inexcusable Delay, the Buyer will have the right to claim, and the Seller will pay the Buyer liquidated damages of US$[***] (US Dollars – [***]) for each day of delay in the Delivery starting on the date that is the day after the last day of the Delivery Period for such Aircraft.
In no event will the amount of liquidated damages exceed the total of US $[***] (US dollars – [***]) in respect of any one Aircraft.
The Buyer’s right to liquidated damages in respect of an Aircraft is conditioned on the Buyer’s submitting a written claim for liquidated damages to the Seller not later than [***] after the last day of the relevant Delivery Period.
 11.2
Renegotiation
If, as a result of an Inexcusable Delay, the Delivery does not occur within [***] after the last day of the Delivery Period the Buyer will have the right, exercisable by written notice to the Seller given between [***] and [***] after lapse of such [***] period, to require from the Seller a renegotiation of the Scheduled Delivery Month for the affected Aircraft. Unless otherwise agreed between the Seller and the Buyer during such renegotiation, the said renegotiation will not prejudice the Buyer’s right to receive liquidated damages in accordance with Clause 11.1.
 11.3
Termination
If, as a result of an Inexcusable Delay, the Delivery does not occur within [***] after the last day of the Delivery Period and the parties have not renegotiated the Delivery Date pursuant to Clause 11.2, then both parties will have the right exercisable by written notice to the other party, given between [***] after the lapse of such [***] period, to terminate this Agreement in respect of the affected Aircraft. In the event of termination, neither party will have any claim against the other, except that the Seller will pay to the Buyer any amounts due pursuant to Clause 11.1 [***].

EXHIBIT 10.6
 11.4
Remedies
THIS CLAUSE 11 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 10, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 11 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 11 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.
12
WARRANTIES AND SERVICE LIFE POLICY
This Clause covers the terms and conditions of the warranty and service life policy.
 12.1
Standard Warranty
 12.1.1
Nature of Warranty
For the purpose of this Agreement the term “Warranted Part” will mean any Seller proprietary component, equipment, accessory or part, which is installed on an Aircraft at Delivery thereof and
  
(a)
which is manufactured to the detailed design of the Seller or a subcontractor of the Seller and
  
(b)
which bears a part number of the Seller at the time of such Delivery.
Subject to the conditions and limitations as hereinafter provided for and except as provided for in Clause 12.1.2, the Seller warrants to the Buyer that each Aircraft and each Warranted Part will at Delivery to the Buyer be free from defects:
  
(i)
in material;
  
(ii)
in workmanship, including without limitation processes of manufacture;
 
(iii)
in design (including without limitation the selection of materials) having regard to the state of the art at the date of such design; and
  
(iv)
arising from failure to conform to the Specification, except to those portions of the Specification relating to performance or where it is expressly stated that they are estimates or approximations or design aims.
 12.1.2
Exclusions
The warranties set forth in Clause 12.1.1 will not apply to Buyer Furnished Equipment, nor to the Propulsion Systems, nor to any component, equipment, accessory or part installed on the Aircraft at Delivery that is not a Warranted Part except that:

EXHIBIT 10.6
  
(i)
any defect in the Seller’s workmanship in respect of the installation of such items in the Aircraft, including any failure by the Seller to conform to the installation instructions of the manufacturers of such items, that invalidates any applicable warranty from such manufacturers, will constitute a defect in workmanship for the purpose of this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1 (ii); and
  
(ii)
any defect inherent in the Seller’s design of the installation, in consideration of the state of the art at the date of such design, which impairs the use of such items, will constitute a defect in design for the purpose of this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1 (iii).
 12.1.3
Warranty Period
The warranties set forth in Clauses 12.1.1 and 12.1.2 will be limited to those defects that [***] (the “Warranty Period”).
 12.1.4
Limitations of Warranty
 12.1.4.1
The Buyer’s remedy and the Seller’s obligation and liability under Clauses 12.1.1 and 12.1.2 are limited to (except as otherwise expressly set forth herein), [***].
The Seller may alternatively [***].
 12.1.4.2
In the event of a defect covered by Clauses 12.1.1 (iii), 12.1.1 (iv) and 12.1.2 (ii) becoming apparent within the Warranty Period, the Seller shall also, if so requested by the Buyer in writing, correct such defect in any Aircraft which has not yet been delivered to the Buyer, provided, however,
 
(i)
that Seller shall provide Buyer with written notice confirming that the pre-delivery correction of such defect will not result in a delay in the Delivery of the Aircraft, or if Seller believes that the pre-delivery correction will delay the Delivery of the Aircraft, Seller’s estimated period of such delay,
  
(ii)
that the Seller shall not be responsible, nor be deemed to be in default on account of any delay in Delivery of any Aircraft or otherwise in respect of the performance of this Agreement, due to the Seller’s undertaking to make such correction and provided further
  
(iii)
that, rather than accept a delay in the Delivery of any such Aircraft, the Buyer and the Seller may agree to deliver such Aircraft with subsequent correction of the defect by the Buyer at the Seller’s expense, or the Buyer may elect to accept Delivery and thereafter file a Warranty Claim as though the defect had become apparent immediately after Delivery of such Aircraft.
 12.1.4.3
[***]
In addition to the remedies set forth in Clauses 12.1.4.1 and 12.1.4.2, the Seller will [***].
 12.1.5
Warranty Claim Requirements
 The Buyer’s remedy and the Seller’s obligation and liability under this Clause 12.1 with respect to any warranty claim submitted by the Buyer (each a “Warranty Claim”) are subject to the following conditions:

EXHIBIT 10.6
  
(i)
the defect having become apparent within the Warranty Period;
  
(ii)
the Buyer having filed a warranty claim within 90 days of discovering the defect;
  
(iii)
the Buyer having submitted to the Seller reasonable evidence reasonably satisfactory to the Seller that the claimed defect is due to a matter embraced within this Clause 12.1 and that such defect has not resulted from any act or omission of the Buyer, including but not limited to, any failure to operate and maintain the affected Aircraft or part thereof in accordance with the standards set forth in Clause 12.1.10 or from any act or omission of any third party;
  
(iv)
the Seller having received a Warranty Claim complying with the provisions of Clause 12.1.6 below.
 12.1.6
Warranty Administration
The warranties set forth in Clause 12.1 will be administered as hereinafter provided for:
 12.1.6.1
Claim Determination
Determination as to whether any claimed defect in any Warranted Part is a valid Warranty Claim will reasonably be made by the Seller and will be reasonably based upon the claim details, reports from the Seller’s Representatives, historical data logs, inspections, tests, findings during repair, defect analysis and other relevant documents.
 12.1.6.2
Transportation Costs
The cost of transporting a Warranted Part claimed to be defective to the facilities designated by the Seller and for the return therefrom of a repaired or replaced Warranted Part will be [***], provided however, [***].
 12.1.6.3
Return of an Aircraft
If the Buyer and the Seller mutually agree, prior to such return, that it is necessary to return an Aircraft to the Seller for consideration of a Warranty Claim, [***].
  12.1.6.4
On Aircraft Work by the Seller
If the Seller determines that a defect subject to this Clause 12.1 justifies the dispatch by the Seller of a working team to repair or correct such defect through the embodiment of one or several Seller’s Service Bulletins at the Buyer’s facilities, or if the Seller accepts the return of an Aircraft to perform or have performed such repair or correction, then the labor costs for such on-Aircraft work will [***].
The condition which has to be fulfilled for on-Aircraft work by the Seller is that, in the reasonable opinion of the Seller, the work necessitates the technical expertise of the Seller as manufacturer of the Aircraft.
If said condition is fulfilled and if the Seller is requested to perform the work, the Seller and the Buyer will agree on a schedule and place for the work to be performed.
 12.1.6.5
Warranty Claim Substantiation

EXHIBIT 10.6
Each Warranty Claim filed by the Buyer under this Clause 12.1 will contain at least the following data:
 
(a)
description of defect and action taken, if any,
  
(b)
date of incident and/or removal date,
  
(c)
description of Warranted Part claimed to be defective,
  
(d)
part number,
  
(e)
serial number (if applicable),
  
(f)
position on Aircraft,
  
(g)
total flying hours or calendar time, as applicable, at the date of defect appearance,
  
(h)
time since last shop visit at the date of defect appearance,
  
(i)
Manufacturer Serial Number of the Aircraft and/or its registration,
  
(j)
Aircraft total flying hours and/or number of landings at the date of defect appearance,
  
(k)
Warranty Claim number,
  
(l)
date of Warranty Claim,
  
(m)
Delivery Date of Aircraft or Warranted Part to the Buyer,
Warranty Claims are to be addressed as follows:
AIRBUS
CUSTOMER SERVICES DIRECTORATE
WARRANTY ADMINISTRATION
Rond Point Maurice Bellonte
B.P. 33
F 31707 BLAGNAC CEDEX
FRANCE
 
12.1.6.6
Replacements
Replaced components, equipment, accessories or parts will become the Seller’s property.
Title to and risk of loss of any Aircraft, component, accessory, equipment or part returned by the Buyer to the Seller will at all times remain with the Buyer, except that:
  
(i)
when the Seller has possession of a returned Aircraft, component, accessory, equipment or part to which the Buyer has title, the Seller will have such responsibility therefor as is chargeable by law to a bailee for hire, but the Seller will not be liable for loss of use, and;
  
(ii)
title to and risk of loss of a returned component, accessory, equipment or part will pass to the Seller upon shipment by the Seller to the Buyer of any item furnished by the Seller to the Buyer as a replacement therefor.

EXHIBIT 10.6
Upon the Seller’s shipment to the Buyer of any replacement component, accessory, equipment or part provided by the Seller pursuant to this Clause 12.1, title to and risk of loss of such replacement component, accessory, equipment or part will pass to the Buyer.
 12.1.6.7
Rejection
The Seller will provide reasonable written substantiation in case of rejection of a Warranty Claim. In such event the Buyer will refund to the Seller reasonable inspection and test charges incurred in connection therewith.
 12.1.6.8
Inspection
The Seller will have the right to inspect the affected Aircraft, documents and other records relating thereto in the event of any Warranty Claim under this Clause 12.1.
 12.1.7
Inhouse Warranty
 12.1.7.1
Seller’s Authorization
The Seller hereby authorizes the Buyer to repair Warranted Parts (“Inhouse Warranty”) subject to the terms of this Clause 12.1.7.
 12.1.7.2
Conditions for Seller’s Authorization
The Buyer will be entitled to repair such Warranted Parts:
  
(i)
provided the Buyer notifies the Seller Representative of its intention to perform Inhouse Warranty repairs before any such repairs are started where the estimated cost of such repair is in excess of US$[***]. (US dollars – [***]. The Buyer’s notification will include sufficient detail regarding the defect, estimated labor hours and material to allow the Seller to ascertain the reasonableness of the estimate. The Seller agrees to use all reasonable efforts to ensure a prompt response and will not unreasonably withhold authorization;
  
(ii)
provided adequate facilities and qualified personnel are available to the Buyer;
  
(iii)
provided repairs are performed in accordance with the Seller’s Technical Data or written instructions; and
  
(iv)
only to the extent specified by the Seller, or, in the absence of such specification, to the extent reasonably necessary to correct the defect, in accordance with the standards set forth in Clause 12.1.10.
 12.1.7.3
Seller’s Rights
The Seller will have the right to require the return of any Warranted Part, or any part removed therefrom, which is claimed to be defective if, in the reasonable judgment of the Seller, the nature of the claimed defect requires technical investigation. Such return will be subject to the provisions of Clause 12.1.6.2. Furthermore, the Seller will have the right to have a Seller Representative present during the disassembly,

EXHIBIT 10.6
inspection and testing of any Warranted Part claimed to be defective, subject to such presence being practical and not unduly delaying the repair.
 12.1.7.4
Inhouse Warranty Claim Substantiation
Claims for Inhouse Warranty credit will be filed within the time period set forth in 12.1.5 (ii) and will contain the same information as that required for Warranty Claims under Clause 12.1.6.5 and in addition will include:
  (a)a report of technical findings with respect to the defect,
  (b)for parts required to remedy the defect:
  • part numbers,
  • serial numbers (if applicable),
  • parts description,
  • quantity of parts,
  • unit price of parts,
  • related Seller’s or third party’s invoices (if applicable),
  • total price of parts,
  (c)detailed number of labor hours,
  (d)Inhouse Warranty Labor Rate,
  (e)total claim value.
 
12.1.7.5
Credit
The Buyer’s sole remedy and the Seller’s sole obligation and liability with respect to Inhouse Warranty Claims will be the credit to the Buyer’s account of an amount equal to the mutually agreed direct labor costs expended in performing the repair of a Warranted Part and to the direct costs of materials incorporated in said repair, determined as set forth below:
  
(a)
to determine direct labor costs, only manhours spent on removal from the Aircraft, disassembly, inspection, repair, reassembly, final inspection and test of the Warranted Part and reinstallation thereof on the Aircraft will be counted. Any manhours required for maintenance work concurrently being carried out on the Aircraft or the Warranted Part will not be included.
  
(b)
The manhours counted as set forth above will be multiplied by an agreed labor rate of US $[***] (US Dollars [***]) [***] (“Inhouse Warranty Labour Rate”), which is deemed to represent the Buyer’s composite labor rate meaning the average hourly rate (excluding all fringe benefits, premium time allowances, social security charges, business taxes and the like) paid to the Buyer’s employees whose jobs are directly related to the performance of the repair.
The Inhouse Warranty Labor Rate is subject to annual adjustment by multiplication by the ratio [***]. For the purposes of this Clause 12.1.7.5 only, [***], defined in the Seller’s Price Revision Formula set forth in Part 1 of Exhibit C to the Agreement.

EXHIBIT 10.6
  
(c)
Direct material costs are determined by the prices at which the Buyer acquired such material, excluding any parts and materials used for overhaul and as may be furnished by the Seller at no charge.
 12.1.7.6
Limitation
The Buyer will in no event be credited for repair costs (including labor and material) for any Warranted Part in excess of sixty-five per cent (65%) of the Seller’s current catalogue price for a replacement of such defective Warranted Part.
 12.1.7.7
Scrapped Material
The Buyer will retain any defective Warranted Part beyond economic repair and any defective part removed from a Warranted Part during repair for a period of either one hundred and twenty (120) days after the date of completion of the repair or sixty (60) days after submission of a claim for Inhouse Warranty credit relating thereto, whichever is longer. Such parts will be returned to the Seller within thirty (30) days of receipt of the Seller’s request to that effect.
Notwithstanding the foregoing, the Buyer may scrap any such defective parts, which are beyond economic repair and not required for technical evaluation locally, with the agreement of the Seller Representative(s).
 Scrapped Warranted Parts will be evidenced by a record of scrapped material certified by an authorized representative of the Buyer and will be kept in the Buyer’s file for a least the duration of the applicable Warranty Period.
 12.1.8
Standard Warranty in case of Pooling or Leasing Arrangements
Without prejudice to Clause 21.1, the warranties provided for in this Clause 12.1 for any Warranted Part will accrue to the benefit of any airline in revenue service, other than the Buyer, if the Warranted Part enters into the possession of any such airline as a result of a pooling or leasing agreement between such airline and the Buyer, in accordance with the terms and subject to the limitations and exclusions of the foregoing warranties and to the extent permitted by any applicable law or regulations.
 12.1.9
Warranty for Corrected, Replaced or Repaired Warranted Parts
Whenever any Warranted Part, which contains a defect for which the Seller is liable under Clause 12.1, has been corrected, replaced or repaired pursuant to the terms of this Clause 12.1, the period of the Seller’s warranty with respect to such corrected, repaired or replacement Warranted Part, whichever the case may be, will be the remaining portion of the original warranty or twelve (12) months, whichever is longer.
If a defect is attributable to a defective repair or replacement by the Buyer, a Warranty Claim with respect to such defect will be rejected, notwithstanding any subsequent correction or repair, and will immediately terminate the remaining warranties under this Clause 12.1 in respect of the affected Warranted Part.
 12.1.10
Accepted Industry Standard Practices Normal Wear and Tear
The Buyer’s rights under this Clause 12.1 are subject to the Aircraft and each component, equipment, accessory and part thereof being maintained, overhauled, repaired and operated in accordance with

EXHIBIT 10.6
accepted industry standard practices, all Technical Data and any other instructions issued by the Seller, the Suppliers and the Propulsion Systems Manufacturer and all applicable rules, regulations and directives of the relevant Aviation Authorities.
The Seller’s liability under this Clause 12.1 will not extend to normal wear and tear nor to:
  
(i)
any Aircraft or component, equipment, accessory or part thereof, which has been repaired, altered or modified after Delivery, except by the Seller or in a manner approved by the Seller;
  
(ii)
any Aircraft or component, equipment, accessory or part thereof, which has been operated in a damaged state;
  
(iii)
any component, equipment, accessory and part from which the trademark, name, part or serial number or other identification marks have been removed.
 12.1.11
DISCLAIMER OF SELLER LIABILITY
THE SELLER WILL NOT BE LIABLE FOR, AND THE BUYER WILL INDEMNIFY THE SELLER AGAINST, THE CLAIMS OF ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1 OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12, WHETHER SUCH CLAIM IS ASSERTED IN CONTRACT OR IN TORT, OR IS PREMISED ON ALLEGED, ACTUAL, IMPUTED, ORDINARY OR INTENTIONAL ACTS OR OMISSIONS OF THE BUYER OR THE SELLER.
 12.2
Seller Service Life Policy
 12.2.1
In addition to the warranties set forth in Clause 12.1, the Seller further agrees that should a Failure occur in any Item (as these terms are defined hereinbelow) that has not suffered from an extrinsic force, then, subject to the general conditions and limitations set forth in Clause 12.2.4, the provisions of this Clause 12.2 will apply.
For the purposes of this Clause 12.2:
  
(i)
“Item” means any item listed in Exhibit F;
  
(ii)
“Failure” means a breakage or defect that can reasonably be expected to occur on a fleetwide basis and which materially impairs the utility of the Item.
 12.2.2
Periods and Seller’s Undertakings
Subject to the general conditions and limitations set forth in Clause 12.2.4, the Seller agrees that if a Failure occurs within [***] after the Delivery of said Aircraft, whichever will first occur, the Seller will, at its discretion and as promptly as practicable and with the Seller’s financial participation as hereinafter provided, either:

EXHIBIT 10.6
  
(i)
design and furnish to the Buyer a correction for such Item with a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts), or
  
(ii)
replace such Item.
  12.2.3
[***]
Subject to the general conditions and limitations set forth in Clause 12.2.4, any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item will be furnished to the Buyer [***].
 12.2.4
General Conditions and Limitations
 12.2.4.1
The undertakings set forth in this Clause 12.2 will be valid after the period of the Seller’s warranty applicable to an Item under Clause 12.1.
 12.2.4.2
The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:
  
(i)
the Buyer will maintain log books and other historical records with respect to each Item, adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the costs to be borne by the Seller in accordance with Clause 12.2.3;
  
(ii)
the Buyer will keep the Seller informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;
  
(iii)
the Buyer will comply with the conditions of Clause 12.1.10;
 
(iv)
the Buyer will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs will be as compatible as possible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller;
  
(v)
the Buyer will report any breakage or defect in a Item in writing to the Seller within sixty (60) days after such breakage or defect becomes apparent, whether or not said breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer will have provided to the Seller sufficient detail on the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
 12.2.4.3
Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy will be administered as provided for in, and will be subject to the terms and conditions of, Clause 12.1.6.
 12.2.4.4
In the event of the Seller having issued a modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit [***]. If such a kit is so offered to the Buyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 will be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.

EXHIBIT 10.6
 12.2.4.5
THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION UNDER THIS CLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY WILL BE IN A CREDIT FOR GOODS AND SERVICES (NOT INCLUDING AIRCRAFT), LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.
 12.3
Supplier Warranties and Service Life Policies
Prior to or at Delivery of the first Aircraft, the Seller will provide the Buyer, in accordance with the provisions of Clause 17, with the warranties and, where applicable, service life policies that the Seller has obtained for Supplier Parts pursuant to the Supplier Product Support Agreements.
 12.3.1
Definitions
 12.3.1.1
“Supplier” means any supplier of Supplier Parts.
 12.3.1.2
“Supplier Part” means any component, equipment, accessory or part installed in an Aircraft at the time of Delivery thereof and for which there exists a Supplier Product Support Agreement. For the sake of clarity, Propulsion Systems and Buyer Furnished Equipment and other equipment selected by the Buyer to be supplied by suppliers with whom the Seller has no existing enforceable warranty agreements are not Supplier Parts.
 12.3.1.3
“Supplier Product Support Agreements” means agreements between the Seller and Suppliers, as described in Clause 17.1.2, containing enforceable and transferable warranties and, in the case of landing gear suppliers, service life policies for selected structural landing gear elements.
 12.3.2
Supplier’s Default
 12.3.2.1
In the event of any Supplier, under any standard warranty obtained by the Seller pursuant to Clause 12.3.1, defaulting in the performance of any material obligation with respect thereto and subject to (i) the Buyer using its best efforts to enforce its rights under such Supplier Service Life Policy and (ii) the Buyer submitting in reasonable time to the Seller reasonable evidence that such default has occurred, then Clause 12.1 will apply to the extent (i) the same would have been applicable had such Supplier Part been a Warranted Part, and (ii) the Seller can reasonably perform said Supplier’s obligations,, except that the Supplier’s warranty period as indicated in the Supplier Product Support Agreement will apply.

EXHIBIT 10.6
 12.3.2.2
In the event of any Supplier, under any Supplier Service Life Policy obtained by the Seller pursuant to Clause 12.3.1, defaulting in the performance of any material obligation with respect thereto and subject to (i) the Buyer using its best efforts to enforce its rights under such Supplier Service Life Policy and (ii) the Buyer submitting in reasonable time to the Seller reasonable evidence that such default has occurred, then Clause 12.2 will apply to the extent (i) the same would have been applicable had such Supplier Item been listed in Exhibit F, Seller Service Life Policy, and (ii) the Seller can reasonably perform said Supplier’s obligations, except that the Supplier’s Service Life Policy period as indicated in the Supplier Product Support Agreement will apply.
 12.3.2.3
At the Seller’s request, the Buyer will assign to the Seller, and the Seller will be subrogated to, all of the Buyer’s rights against the relevant Supplier with respect to and arising by reason of such default and will provide reasonable assistance to enable the Seller to enforce the rights so assigned.
 12.4
Interface Commitment
 12.4.1
Interface Problem
If the Buyer experiences any technical problem in the operation of an Aircraft or its systems due to a malfunction, the cause of which, after due and reasonable investigation, is not readily identifiable by the Buyer but which the Buyer reasonably believes to be attributable to the design characteristics of one or more components of the Aircraft (“Interface Problem”), the Seller will, if so requested by the Buyer, and without additional charge to the Buyer except for transportation of the Seller’s or its designee’s personnel to the Buyer’s facilities, promptly conduct or have conducted an investigation and analysis of such problem to determine, if possible, the cause or causes of the problem and to recommend such corrective action as may be feasible. The Buyer will furnish to the Seller all data and information in the Buyer’s possession relevant to the Interface Problem and will cooperate with the Seller in the conduct of the Seller’s investigations and such tests as may be required.
At the conclusion of such investigation, the Seller will promptly advise the Buyer in writing of the Seller’s opinion as to the cause or causes of the Interface Problem and the Seller’s recommendations as to corrective action.
 12.4.2
Seller’s Responsibility
If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller will, if so requested by the Buyer and pursuant to the terms and conditions of Clause 12.1, correct the design of such Warranted Part to the extent of the Seller’s obligation as defined in Clause 12.1.
 12.4.3
Supplier’s Responsibility
If the Seller determines that the Interface Problem is primarily attributable to the design of any Supplier Part, the Seller will, if so requested by the Buyer, reasonably assist the Buyer in processing any warranty claim the Buyer may have against the Supplier.
 12.4.4
Joint Responsibility
If the Seller determines that the Interface Problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Part, the Seller will, if so requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier involved.

EXHIBIT 10.6
The Seller will promptly advise the Buyer of such corrective action as may be proposed by the Seller and any such Supplier. Such proposal will be consistent with any then existing obligations of the Seller hereunder and of any such Supplier towards the Buyer. Such corrective action, unless reasonably rejected by the Buyer, will constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.
 12.4.5
General
 12.4.5.1
All requests under this Clause 12.4 will be directed to both the Seller and the affected Supplier.
 12.4.5.2
Except as specifically set forth in this Clause 12.4, this Clause will not be deemed to impose on the Seller any obligations not expressly set forth elsewhere in this Agreement.
 12.4.5.3
All reports, recommendations, data and other documents furnished by the Seller to the Buyer pursuant to this Clause 12.4 will be deemed to be delivered under this Agreement and will be subject to the terms, covenants and conditions set forth in this Clause 12 and in Clause 22.11.
 12.5
Exclusivity of Warranties
THIS CLAUSE 12 SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT.
THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:
  
(1)
ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE;
  
(2)
ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
 
(3)
ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;
  
(4)
ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

EXHIBIT 10.6
 
(5)
ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;
  
(6)
ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;
  
(7)
ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:
  
(a)
LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;
  
(b)
LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;
  
(c)
LOSS OF PROFITS AND/OR REVENUES;
  
(d)
ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.
THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12 WILL REMAIN IN FULL FORCE AND EFFECT.
FOR THE PURPOSES OF THIS CLAUSE 12.5, THE “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER, ANY OF ITS SUPPLIERS, SUBCONTRACTORS, AND AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS.
12.6
Duplicate Remedies
The remedies provided to the Buyer under Clause 12.1 and Clause 12.2 as to any defect in respect of the Aircraft or any part thereof are mutually exclusive and not cumulative. The Buyer will be entitled to the remedy that provides the maximum benefit to it, as the Buyer may elect, pursuant to the terms and conditions of this Clause 12 for any particular defect for which remedies are provided under this Clause 12; provided, however, that the Buyer will not be entitled to elect a remedy under both Clause 12.1 and Clause 12.2 for the same defect. The Buyer’s rights and remedies herein for the nonperformance of any obligations or liabilities of the Seller arising under these warranties will be in monetary damages limited to the amount the Buyer expends in procuring a correction or replacement for any covered part subject to a defect or nonperformance covered by this Clause 12, and the Buyer will not have any right to require specific performance by the Seller.
 12.7
Negotiated Agreement
The Buyer specifically recognizes that:

EXHIBIT 10.6
  
(i)
the Specification has been agreed upon after careful consideration by the Buyer using its judgment as a professional operator of aircraft used in public transportation and as such is a professional within the same industry as the Seller;
  
(ii)
this Agreement, and in particular this Clause 12, has been the subject of discussion and negotiation and is fully understood by the Buyer; and
  
(iii)
the price of the Aircraft and the other mutual agreements of the Buyer set forth in this Agreement were arrived at in consideration of, inter alia, the provisions of this Clause 12, specifically including the waiver, release and renunciation by the Buyer set forth in Clause 12.5.
 12.8
Disclosure to Third Party Entity
In the event of the Buyer intending to designate a third party entity (a “Third Party Entity”) to administrate this Clause 12, the Buyer will notify the Seller of such intention prior to any disclosure of this Clause to the selected Third Party Entity and will cause such Third Party Entity to enter into a confidentiality agreement and or any other relevant documentation with the Seller solely for the purpose of administrating this Clause 12.
 12.9
Transferability
Without prejudice to Clause 21.1, the Buyer’s rights under this Clause 12 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller’s prior written consent, which will not be unreasonably withheld.
Any transfer in violation of this Clause 12.9 will, as to the particular Aircraft involved, void the rights and warranties of the Buyer under this Clause 12 and any and all other warranties that might arise under or be implied in law.
 13
PATENT AND COPYRIGHT INDEMNITY
 13.1
Indemnity
 13.1.1
Subject to the provisions of Clause 13.2.3, the Seller will indemnify the Buyer from and against any damages, costs and/or expenses including legal costs (excluding damages, costs, expenses, loss of profits and other liabilities in respect of or resulting from loss of use of the Aircraft) resulting from any infringement or claim of infringement by the Airframe (or any part or software installed therein at Delivery) of:
  
(i)
any British, French, German, Spanish or U.S. patent;
and 

EXHIBIT 10.6
 
(ii)
any patent issued under the laws of any other country in which the Buyer may lawfully operate the Aircraft, provided that :
  
(1)
from the time of design of such Airframe, accessory, equipment and/or part and until infringement claims are resolved, such country and the flag country of the Aircraft are each a party to the Chicago Convention on International Civil Aviation of December 7, 1944, and are each fully entitled to all benefits of Article 27 thereof,
or in the alternative,
  
(2)
from such time of design and until infringement claims are resolved, such country and the flag country of the Aircraft are each a party to the International Convention for the Protection of Industrial Property of March 20, 1883 (“Paris Convention”);
and 
 
(iii)
in respect of computer software installed on the Aircraft, any copyright, provided that the Seller’s obligation to indemnify will be limited to infringements in countries which, at the time of infringement, are members of The Berne Union and recognize computer software as a “work” under the Berne Convention.
 13.1.2
Clause 13.1.1 will not apply to
  
(i)
Buyer Furnished Equipment or Propulsion Systems; or
 
(ii)
parts not the subject of a Supplier Product Support Agreement ; or
  
(iii)
software not developed or created by the Seller.
 13.1.3
In the event that the Buyer, due to circumstances contemplated in Clause 13.1.1, is prevented from using the Aircraft (whether by a valid judgment of a court of competent jurisdiction or by a settlement arrived at between claimant, Seller and Buyer), the Seller will at its discretion and expense either:
  
(i)
procure for the Buyer the right to use the Aircraft to the Buyer; or
  
(ii)
replace the infringing part of the Aircraft as soon as possible with a non-infringing substitute complying in all other respects with the requirements of this Agreement.
 13.2
Administration of Patent and Copyright Indemnity Claims
 13.2.1
If the Buyer receives a written claim or a suit is threatened or commenced against the Buyer for infringement of a patent or copyright referred to in Clause 13.1, the Buyer will:
  
(i)
forthwith notify the Seller giving particulars thereof;
  
(ii)
furnish to the Seller all data, papers and records within the Buyer’s control or possession relating to such patent or claim;

EXHIBIT 10.6
  
(iii)
refrain from admitting any liability or making any payment or assuming any expenses, damages, costs or royalties or otherwise acting in a manner prejudicial to the defense or denial of such suit or claim provided always that nothing in this sub-Clause (iii) will prevent the Buyer from paying such sums as may be required in order to obtain the release of the Aircraft, provided such payment is accompanied by a denial of liability and is made without prejudice;
  
(iv)
fully co-operate with, and render all such assistance to, the Seller as may be pertinent to the defense or denial of the suit or claim;
  
(v)
act in such a way as to mitigate damages, costs and expenses and / or reduce the amount of royalties which may be payable.
 13.2.2
The Seller will be entitled either in its own name or on behalf of the Buyer to conduct negotiations with the party or parties alleging infringement and may assume and conduct the defense or settlement of any suit or claim in the manner which, in the Seller’s opinion, it deems proper.
 13.2.3
The Seller’s liability hereunder will be conditional upon the strict and timely compliance by the Buyer with the terms of this Clause and is in lieu of any other liability to the Buyer express or implied which the Seller might incur at law as a result of any infringement or claim of infringement of any patent or copyright.
THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE PART OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT OR THE LIKE BY ANY AIRFRAME, PART OR SOFTWARE OR ANY INTELLECTUAL PROPERTY INSTALLED THEREIN AT DELIVERY, OR THE USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS CLAUSE WILL REMAIN IN FULL FORCE AND EFFECT. THIS INDEMNITY AGAINST PATENT AND COPYRIGHT INFRINGEMENTS WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER.
 14
TECHNICAL DATA AND SOFTWARE SERVICES
 14.1
Scope
This Clause 14 covers the terms and conditions for the supply of technical data (“hereinafter “Technical Data”) and software services described hereunder (hereinafter “Software Services”) to support the Aircraft operation.

EXHIBIT 10.6
 14.1.1
The Technical Data will be supplied in the English language using the aeronautical terminology in common use.
 14.1.2
Range, form, type, format, quantity and delivery schedule of the Technical Data to be provided under this Agreement are outlined in Exhibit G hereto.
 14.2
Aircraft Identification for Technical Data
 14.2.1
For those Technical Data that are customized to the Buyer’s Aircraft, the Buyer agrees to the allocation of fleet serial numbers (“Fleet Serial Numbers”) in the form of block of numbers selected in the range from 001 to 999.
 14.2.2
The sequence will not be interrupted unless two (2) different Propulsion Systems or two (2) different models of Aircraft are selected.
 14.2.3
The Buyer will indicate to the Seller the Fleet Serial Number allocated to each Aircraft corresponding to the delivery schedule set forth in Clause 9.1 no later than [***] before the Scheduled Delivery Month of the first Aircraft. Neither the designation of such Fleet Serial Numbers nor the subsequent allocation of the Fleet Serial Numbers to Manufacturer Serial Numbers for the purpose of producing certain customized Technical Data will constitute any property, insurable or other interest of the Buyer in any Aircraft prior to the Delivery of such Aircraft as provided for in this Agreement.
The customized Technical Data that are affected thereby are the following:
  
•
 
Aircraft Maintenance Manual,
  
•
 
Illustrated Parts Catalogue,
  
•
 
Trouble Shooting Manual,
  
•
 
Aircraft Wiring Manual,
  
•
 
Aircraft Schematics Manual,
  
•
 
Aircraft Wiring Lists.
 14.3
Integration of Equipment Data
 14.3.1
Supplier Equipment
Information, including revisions, relating to Supplier equipment that is installed on the Aircraft at Delivery, or through Airbus Service Bulletins thereafter, will be introduced into the customized Technical Data to the extent necessary for understanding of the affected systems, at no additional charge to the Buyer.
 14.3.2
Buyer Furnished Equipment
 14.3.2.1
The Seller will introduce Buyer Furnished Equipment data for Buyer Furnished Equipment that is installed on the Aircraft by the Seller (hereinafter “BFE Data”) into the customized Technical Data, [***] for the initial issue of the Technical Data provided at or before Delivery of the first Aircraft, provided such BFE Data is provided in accordance with the conditions set forth in Clauses 14.3.2.2 through 14.3.2.6.
 14.3.2.2
The Buyer will supply the BFE Data to the Seller at least six (6) months prior to the Scheduled Delivery Month of the first Aircraft.
 14.3.2.3
The Buyer will supply the BFE Data to the Seller in English and in compliance with the then applicable revision of ATA iSpecification 2200 (iSpec 2200), Information Standards for Aviation Maintenance.

EXHIBIT 10.6
 14.3.2.4
The Buyer and the Seller will agree on the requirements for the provision to the Seller of BFE Data for “on-aircraft maintenance”, such as but not limited to timeframe, media and format in which the BFE Data will be supplied to the Seller, in order to manage the BFE Data integration process in an efficient, expeditious and economic manner.
 14.3.2.5
The BFE Data will be delivered in digital format (SGML) and/or in Portable Document Format (PDF), as agreed between the Buyer and the Seller.
 14.3.2.6
All costs related to the delivery to the Seller of the applicable BFE Data will be borne by the Buyer.
 14.4
Supply
 14.4.1
Technical Data will be supplied on-line and/or off-line, as set forth in Exhibit G hereto.
 14.4.2
The Buyer will not receive any credit or compensation for any unused or only partially used Technical Data supplied pursuant to this Clause 14.
 14.4.3
Delivery
 14.4.3.1
For Technical Data provided off-line, such Technical Data and corresponding revisions will be sent to up to two (2) addresses as indicated by the Buyer.
 14.4.3.2
Technical Data provided off-line will be delivered by the Seller at the Buyer’s named place of destination under DAP conditions. The term Delivery At Place (“DAP”) is defined by publication n° 715 of Incoterms 2010 published by the International Chamber of Commerce in January 2011.
 14.4.3.3
The Technical Data will be delivered according to a mutually agreed schedule to correspond with the Deliveries of Aircraft. The Buyer will provide no less than [***] notice when requesting a change to such delivery schedule.
 14.4.4
It will be the responsibility of the Buyer to coordinate and satisfy local Aviation Authorities’ requirements with respect to Technical Data. Reasonable quantities of such Technical Data will be supplied by the Seller at no charge to the Buyer at the Buyer’s named place of destination.
Notwithstanding the foregoing, and in agreement with the relevant Aviation Authorities, preference will be given to the on-line access to such Buyer’s Technical Data through the Airbus customer portal “AirbusWorld”.
 14.5
Revision Service
For each firmly ordered Aircraft covered under this Agreement, revision service for the Technical Data will be provided [***] for a period of [***] (each a “Revision Service Period”).
Thereafter revision service will be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.
 14.6
Service Bulletins (SB) Incorporation
During Revision Service Period and upon the Buyer’s request, which will be made within two years after issuance of the applicable Service Bulletin, Seller Service Bulletin information will be incorporated into the Technical Data, provided that the Buyer notifies the Seller through the relevant AirbusWorld on-line Service Bulletin Reporting application that it intends to accomplish such Service Bulletin. The split

EXHIBIT 10.6
effectivity for the corresponding Service Bulletin will remain in the Technical Data until notification from the Buyer that embodiment has been completed on all of the Buyer’s Aircraft. The foregoing is applicable for Technical Data relating to maintenance only. For operational Technical Data either the pre or post Service Bulletin status will be shown.
 14.7
Technical Data Familiarization
Upon request by the Buyer, the Seller will provide up to one (1) week of Technical Data familiarization training at the Seller’s or the Buyer’s facilities. The basic familiarization course is tailored for maintenance and engineering personnel.
 14.8
Customer Originated Changes (COC)
If the Buyer wishes to introduce Buyer originated data (hereinafter “COC Data”) into any of the customized Technical Data that are identified as eligible for such incorporation in the Seller’s then current Customer Services Catalog, the Buyer will notify the Seller of such intention.
The incorporation of any COC Data will be performed under the methods and tools for achieving such introduction and the conditions specified in the Seller’s then current Customer Services Catalog.
 14.9
AirN@v Family products
 14.9.1
The Technical Data listed herebelow are provided on DVD and include integrated software (hereinafter together referred to as “AirN@v Family”).
 14.9.2
The AirN@v Family covers several Technical Data domains, reflected by the following AirN@v Family products:
  
•
 
AirN@v / Maintenance,
  
•
 
AirN@v / Planning,
  
•
 
AirN@v / Repair,
  
•
 
AirN@v / Workshop,
  
•
 
AirN@v / Associated Data,
  
•
 
AirN@v / Engineering.
 14.9.3
Further details on the Technical Data included in such products are set forth in Exhibit G.
 14.9.4
The licensing conditions for the use of AirN@v Family integrated software will be as set forth in a separate agreement (the “End-User License Agreement for Airbus Software”) to be executed by the parties prior to Delivery of the first Aircraft.
 14.9.5
The revision service and the license to use AirN@v Family products will be granted [***] for the duration of the corresponding Revision Service Period. At the end of such Revision Service Period, the yearly revision service for AirN@v Family products and the associated license fee will be provided to the Buyer under the commercial conditions set forth in the Seller’s then current Customer Services Catalog.
 14.10
On-Line Technical Data

EXHIBIT 10.6
 14.10.1
The Technical Data defined in Exhibit G as being provided on-line will be made available to the Buyer through the Airbus customer portal AirbusWorld (“AirbusWorld”), as set forth in a separate agreement to be executed by the parties prior to Delivery of the first Aircraft.
 14.10.2
Such provision will be at no cost for the duration of the corresponding Revision Service Period.
  14.10.3
Access to AirbusWorld will be subject to the “General Terms and Conditions of Access to and Use of AirbusWorld” (hereinafter the “GTC”), as set forth in a separate agreement to be executed by the parties prior to Delivery of the first Aircraft.
 14.10.4
The list of the Technical Data provided on-line may be extended from time to time.
For any Technical Data which is or becomes available on-line, the Seller reserves the right to eliminate other formats for the concerned Technical Data.
 14.10.5
Access to AirbusWorld will be granted [***] for the Technical Data related to the Aircraft which will be operated by the Buyer.
 14.10.6
For the sake of clarification, Technical Data accessed through AirbusWorld – which access will be covered by the terms and conditions set forth in the GTC – will remain subject to the conditions of this Clause 14.
In addition, should AirbusWorld provide access to Technical Data in software format, the use of such software will be subject to the conditions of the End-User Agreement for Airbus Software.
 14.11
Waiver, Release and Renunciation
The Seller warrants that the Technical Data are prepared in accordance with the state of art at the date of their development. Should any Technical Data prepared by the Seller contain a non-conformity or defect, the sole and exclusive liability of the Seller will be to take all reasonable and proper steps to correct such Technical Data. Irrespective of any other provisions herein, no warranties of any kind will be given for the Customer Originated Changes, as set forth in Clause 14.8.
THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER (AS DEFINED BELOW FOR THE PURPOSES OF THIS CLAUSE) AND REMEDIES OF THE BUYER SET FORTH IN THIS CLAUSE 14 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW, CONTRACT OR OTHERWISE, WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT OF ANY KIND, IN ANY TECHNICAL DATA OR SERVICES DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:
  
A.
ANY WARRANTY AGAINST HIDDEN DEFECTS;
  
B.
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
   
C.
ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE;

EXHIBIT 10.6
  
D.
ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER IN CONTRACT OR IN TORT, WHETHER OR NOT ARISING FROM THE SELLER’S NEGLIGENCE, ACTUAL OR IMPUTED; AND
  
E.
ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICES DELIVERED UNDER THIS AGREEMENT, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES;
PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT.
FOR THE PURPOSES OF THIS CLAUSE 14, THE “SELLER” WILL BE UNDERSTOOD TO INCLUDE THE SELLER, ANY OF ITS SUPPLIERS AND SUBCONTRACTORS, ITS AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS.
 14.12
Proprietary Rights
 14.12.1
All proprietary rights relating to Technical Data, including but not limited to patent, design and copyrights, will remain with the Seller and/or its Affiliates, as the case may be.
These proprietary rights will also apply to any translation into a language or languages or media that may have been performed or caused to be performed by the Buyer.
 14.12.2
Whenever this Agreement and/or any Technical Data provides for manufacturing by the Buyer, the consent given by the Seller will not be construed as any express or implicit endorsement or approval whatsoever of the Buyer or of the manufactured products. The supply of the Technical Data will not be construed as any further right for the Buyer to design or manufacture any Aircraft or part thereof, including any spare part.
 14.13
Performance Engineer’s Program
 14.13.1
In addition to the Technical Data provided under Clause 14, the Seller will provide to the Buyer Software Services, which will consist of the Performance Engineer’s Programs (“PEP”) for the Aircraft type covered under this Agreement. Such PEP is composed of software components and databases, and its use is subject to the license conditions set forth in the End-User License Agreement for Airbus Software.
 14.13.2
Use of the PEP will be limited to one (1) copy to be used on the Buyer’s computers for the purpose of computing performance engineering data. The PEP is intended for use on ground only and will not be placed or installed on board the Aircraft.
 14.13.3
The license to use the PEP and the revision service will be provided [***] for the duration of the corresponding Revision Service Period as set forth in Clause 14.5.
 14.13.4
At the end of such PEP Revision Service Period, the PEP will be provided to the Buyer at the standard commercial conditions set forth in the Seller’s then current Customer Services Catalog.
 14.14
Future Developments
The Seller continuously monitors technological developments and applies them to Technical Data, document and information systems’ functionalities, production and methods of transmission.

EXHIBIT 10.6
The Seller will implement and the Buyer will accept such new developments, it being understood that the Buyer will be informed in due time by the Seller of such new developments and their application and of the date by which the same will be implemented by the Seller.
 14.15
Confidentiality
 14.15.1
This Clause, the Technical Data, the Software Services and their content are designated as confidential. All such Technical Data and Software Services are provided to the Buyer for the sole use of the Buyer who undertakes not to disclose the contents thereof to any third party without the prior written consent of the Seller, except as permitted therein or pursuant to any government or legal requirement imposed upon the Buyer.
 14.15.2
If the Seller authorizes the disclosure of this Clause or of any Technical Data or Software Services to third parties either under this Agreement or by an express prior written authorization and specifically, where the Buyer intends to designate a maintenance and repair organization or a third party to perform the maintenance of the Aircraft or to perform data processing on its behalf (each a “Third Party”), the Buyer will notify the Seller of such intention prior to any disclosure of this Clause and/or the Technical Data and/or the Software Services to such Third Party.
The Buyer hereby undertakes to cause such Third Party to agree to be bound by the conditions and restrictions set forth in this Clause 14 with respect to the disclosed Clause, Technical Data or Software Services and will in particular cause such Third Party to enter into a confidentiality agreement with the Seller and appropriate licensing conditions, and to commit to use the Technical Data solely for the purpose of maintaining the Buyer’s Aircraft and the Software Services exclusively for processing the Buyer’s data.
14.16
Transferability
Without prejudice to Clause 21.1, the Buyer’s rights under this Clause 14 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller’s prior written consent.
Any transfer in violation of this Clause 14.16 will, as to the particular Aircraft involved, void the rights and warranties of the Buyer under this Clause 14 and any and all other warranties that might arise under or be implied in law.
 15
SELLER REPRESENTATIVE SERVICES
The Seller will provide [***] to the Buyer the services described in this Clause 15, at the Buyer’s main base or at other locations to be mutually agreed.
 15.1
Customer Support Representative(s)
 15.1.1
The Seller will provide [***] to the Buyer the services of Seller customer support representative(s), as defined in Appendix A to this Clause 15 (each a “Seller Representative”), at the Buyer’s main base or such other locations as the parties may agree.

EXHIBIT 10.6
 15.1.2
In providing the services as described hereabove, any Seller Representatives, or any Seller employee(s) providing services to the Buyer hereunder, are deemed to be acting in an advisory capacity only and at no time will they be deemed to be acting as Buyer’s employees, contractors or agents, either directly or indirectly.
 15.1.3
The Seller will provide to the Buyer an annual written accounting of the consumed man-months and any remaining man-month balance from the allowance defined in Appendix A to this Clause 15. Such accounting will be deemed final and accepted by the Buyer unless the Seller receives written objection from the Buyer within thirty (30) calendar days of receipt of such accounting.
 
15.1.4
In the event of a need for Aircraft On Ground (“AOG”) technical assistance after the end of the assignment referred to in Appendix A to this Clause 15, the Buyer will have non-exclusive access to:
  
(a)
AIRTAC (Airbus Technical AOG Center);
  
(b)
The Seller Representative network closest to the Buyer’s main base. A list of contacts of the Seller Representatives closest to the Buyer’s main base will be provided to the Buyer.
As a matter of reciprocity, the Buyer agrees that Seller Representative(s) may provide services to other airlines during any assignment with the Buyer.
 15.1.5
Should the Buyer request Seller Representative services exceeding the allocation specified in Appendix A to this Clause 15, the Seller may provide such additional services subject to terms and conditions to be mutually agreed.
 15.1.6
The Seller will cause similar services to be provided by representatives of the Propulsion Systems Manufacturer and Suppliers, when necessary and applicable.
 15.2
Buyer’s Support
15.2.1
From the date of arrival of the first Seller Representative and for the duration of the assignment, the Buyer will provide free of charge a suitable, lockable office, conveniently located with respect to the Buyer’s maintenance facilities, with complete office furniture and equipment including telephone, internet, email and facsimile connections for the sole use of the Seller Representative(s). All related communication costs will be borne by the Seller upon receipt by the Seller of all relevant justifications; however the Buyer will not impose on the Seller any charges other than the direct cost of such communications.
 15.2.2
The Buyer will [***].
 15.2.3
The Buyer will also [***].
 15.2.4
[***].
 15.2.5
Absence of an assigned Seller Representative during normal statutory vacation periods will be covered by other seller representatives on the same conditions as those described in Clause 15.1.4, and such services will be counted against the total allocation provided in Appendix A hereto.
 15.2.6
The Buyer will assist the Seller in obtaining from the civil authorities of the Buyer’s country those documents that are necessary to permit the Seller Representative to live and work in the Buyer’s country. Failure of the Seller to obtain the necessary documents will relieve the Seller of any obligation to the Buyer under the provisions of Clause 15.1.

EXHIBIT 10.6
 15.2.7
The Buyer will reimburse to the Seller charges, taxes, duties, imposts or levies of any kind whatsoever, imposed by the authorities of the Buyer’s country upon:
  
•
 
the entry into or exit from the Buyer’s country of the Seller Representatives and their families,
  
•
 
the entry into or the exit from the Buyer’s country of the Seller Representatives and their families’ personal property,
  
•
 
the entry into or the exit from the Buyer’s country of the Seller’s property, for the purpose of providing the Seller Representatives services.
 
15.3
Withdrawal of the Seller Representative
The Seller will have the right to withdraw its assigned Seller Representatives as it sees fit if conditions arise, which are in the Seller’s opinion dangerous to their safety or health or prevent them from fulfilling their contractual tasks.
 15.4
Indemnities
INDEMNIFICATION PROVISIONS APPLICABLE TO THIS CLAUSE 15 ARE SET FORTH IN CLAUSE 19.
 


EXHIBIT 10.6
APPENDIX A TO CLAUSE 15
SELLER REPRESENTATIVE ALLOCATION
The Seller Representative allocation provided to the Buyer pursuant to Clause 15.1 is defined hereunder.
 1
The Seller will provide to the Buyer Seller Representative services at the Buyer’s main base or at other locations to be mutually agreed, for:
[***].
 2
For the sake of clarification, such Seller Representatives’ services will include initial Aircraft Entry Into Service (EIS) assistance and sustaining support services.
 3
The number of the Seller Representatives assigned to the Buyer at any one time will be mutually agreed, but will at no time exceed three (3) Seller Representatives.
 


EXHIBIT 10.6
 16
TRAINING SUPPORT AND SERVICES
 16.1
General
 16.1.1
This Clause 16 sets forth the terms and conditions for the supply of training support and services for the Buyer’s personnel to support the Aircraft operation.
 16.1.2
The range, quantity and validity of training to be provided [***] under this Agreement are covered in Appendix A to this Clause 16.
 16.1.3
Scheduling of training courses covered in Appendix A will be mutually agreed during a training conference (the “Training Conference”) that will be held no later than nine (9) months prior to Delivery of the first Aircraft.
 16.2
Training Location
 16.2.1
The Seller will provide training at its training center in Blagnac, France, and/or in Hamburg, Germany, or will designate an affiliated training center in Miami, U.S.A., or Beijing, China (individually a “Seller’s Training Center” and collectively the “Seller’s Training Centers”).
 16.2.2
If the unavailability of facilities or scheduling difficulties make training by the Seller at any Seller’s Training Center impractical, the Seller will ensure that the Buyer is provided with such training at another location designated by the Seller.
 16.2.3.1
Upon the Buyer’s request, the Seller may also provide certain training at a location other than the Seller’s Training Centers, including one of the Buyer’s bases, if and when practicable for the Seller, under terms and conditions to be mutually agreed upon. In such event, all additional charges listed in Clauses 16.5.2 and 16.5.3 will be borne by the Buyer.
 16.2.3.2
If the Buyer requests training at a location as indicated in Clause 16.2.3.1 and requires such training to be an Airbus approved course, the Buyer undertakes that the training facilities will be approved prior to the performance of such training. The Buyer will, as necessary and with adequate time prior to the performance of such training, provide access to the training facilities set forth in Clause 16.2.3.1 to the Seller’s and the competent Aviation Authority’s representatives for approval of such facilities.
 16.3
Training Courses
 16.3.1
Training courses will be as described in the Seller’s customer services catalog (the “Seller’s Customer Services Catalog”). The Seller’s Customer Services Catalog also sets forth the minimum and maximum number of trainees per course.
All training requests or training course changes made outside of the scope of the Training Conference will be submitted by the Buyer with a minimum of three (3) months prior notice.
 16.3.2
The following terms and conditions will apply to training performed by the Seller:
  
(i)
Training courses will be the Seller’s standard courses as described in the Seller’s Customer Services Catalog valid at the time of execution of the course. The Seller will be responsible for all training course syllabi, training aids and training equipment necessary for the organization of the training courses. For the avoidance of doubt, such training equipment does not include provision of aircraft for the purpose of performing training,.

EXHIBIT 10.6
  
(ii)
The training equipment and the training curricula used for the training of flight, cabin and maintenance personnel will not be fully customized but will be configured in order to obtain the relevant Aviation Authority’s approval and to support the Seller’s training programs.
  
(iii)
Training data and documentation for trainees receiving the training at the Seller’s Training Centers will be provided free of charge. Training data and documentation will be marked “FOR TRAINING ONLY” and as such are supplied for the sole and express purpose of training; training data and documentation will not be revised.
 16.3.3
When the Seller’s training courses are provided by the Seller’s instructors (individually an “Instructor” and collectively “Instructors”) the Seller will deliver a Certificate of Recognition or a Certificate of Course Completion (each a “Certificate”) or an attestation (an “Attestation”), as applicable, at the end of any such training course. Any such Certificate or Attestation will not represent authority or qualification by any Aviation Authority but may be presented to such Aviation Authority in order to obtain relevant formal qualification.
In the event of training courses being provided by a training provider selected by the Seller as set forth in Clause 16.2.2, the Seller will cause such training provider to deliver a Certificate or Attestation, which will not represent authority or qualification by any Aviation Authority, but may be presented to such Aviation Authority in order to obtain relevant formal qualification.
 16.3.4.1
Should the Buyer wish to exchange any of the training courses provided under Appendix A hereto, the Buyer will place a request for exchange to this effect with the Seller. The Buyer may exchange, subject to the Seller’s confirmation, the training allowances granted under Appendix A to this Clause 16 of this Agreement as follows:
  
(i)
flight operations training courses as listed under Article 1 of Appendix A to this Clause 16 may be exchanged for any flight operations training courses described in the Seller’s Customer Services Catalog current at the time of the Buyer’s request;
  
(ii)
maintenance training courses as listed under Article 3 of Appendix A to this Clause 16 may be exchanged for any maintenance training courses described in the Seller’s Customer Services Catalog current at the time of the Buyer’s request;
  
(iii)
should any one of the allowances granted thereunder (flight operations or maintenance) have been fully drawn upon, the Buyer will be entitled to exchange flight operations or maintenance training courses as needed against the remaining allowances.
The exchange value will be based on the Seller’s “Training Course Exchange Matrix” applicable at the time of the request for exchange and which will be provided to the Buyer at such time.
It is understood that the above provisions will apply to the extent that training allowances granted under Appendix A to this Clause 16 remain in credit to the full extent necessary to perform the exchange.
All requests to exchange training courses will be submitted by the Buyer with a minimum of three (3) months’ prior notice. The requested training will be subject to the Seller’s then existing planning constraints.

EXHIBIT 10.6
 16.3.4.2
Should the Buyer use none or only part of the training to be provided pursuant to this Clause 16, no compensation or credit of any nature will be provided.
 
16.3.5.1
Should the Buyer decide to cancel or reschedule a training course, fully or partially, and irrespective of the location of the training, a minimum advance notification of at least [***] calendar days prior to the relevant training course start date is required.
 16.3.5.2
If the notification occurs less than [***] but more than [***] calendar days prior to such training, a cancellation fee corresponding to [***] of such training will be, as applicable, either deducted from the training allowance defined in Appendix A to this Clause 16 or invoiced at the Seller’s then applicable price.
 16.3.5.3
If the notification occurs less than forty five (45) calendar days prior to such training, a cancellation fee corresponding to [***] will be, as applicable, either deducted from the training allowance defined in Appendix A to this Clause 16 or invoiced at the Seller’s then applicable price.
 16.3.5.4
All courses exchanged under Clause 16.3.4.1 will remain subject to the provisions of this Clause 16.3.5.
 16.4
Prerequisites and Conditions
 16.4.1
Training will be conducted in English and all training aids used during such training will be written in English using common aeronautical terminology.
 16.4.2
The Buyer hereby acknowledges that all training courses conducted pursuant to this Clause 16 are “Standard Transition Training Courses” and not “Ab Initio Training Courses”.
 16.4.3
Trainees will have the prerequisite knowledge and experience specified for each course in the Seller’s Customer Services Catalog.
 16.4.4.1
The Buyer will be responsible for the selection of the trainees and for any liability with respect to the entry knowledge level of the trainees.
 16.4.4.2
The Seller reserves the right to verify the trainees’ proficiency and previous professional experience.
 16.4.4.3
The Seller will provide to the Buyer during the Training Conference an “Airbus Pre-Training Survey” for completion by the Buyer for each trainee.
The Buyer will provide the Seller with an attendance list of the trainees for each course, with the validated qualification of each trainee, at the time of reservation of the training course and in no event any later than sixty (60) calendar days before the start of the training course. The Buyer will return concurrently thereto the completed Airbus Pre-Training Survey, detailing the trainees’ associated background. If the Seller determines through the Airbus Pre-Training Survey that a trainee does not match the prerequisites set forth in the Seller’s Customer Services Catalog, following consultation with the Buyer, such trainee will be withdrawn from the program or directed through a relevant entry level training (ELT) program, which will be at the Buyer’s expense.

EXHIBIT 10.6
 16.4.4.4
If the Seller determines at any time during the training that a trainee lacks the required level, following consultation with the Buyer, such trainee will be withdrawn from the program or, upon the Buyer’s request, the Seller may be consulted to direct the above mentioned trainee(s), if possible, to any other required additional training, which will be at the Buyer’s expense.
 16.4.5
The Seller will in no case warrant or otherwise be held liable for any trainee’s performance as a result of any training provided.
 16.5
Logistics
 
16.5.1
Trainees
 16.5.1.1
Living and travel expenses for the Buyer’s trainees will be borne by the Buyer.
 16.5.1.2
It will be the responsibility of the Buyer to make all necessary arrangements relative to authorizations, permits and/or visas necessary for the Buyer’s trainees to attend the training courses to be provided hereunder. Rescheduling or cancellation of courses due to the Buyer’s failure to obtain any such authorizations, permits and/or visas will be subject to the provisions of Clauses 16.3.5.1 thru 16.3.5.3.
 16.5.2
Training at External Location - Seller’s Instructors
 16.5.2.1.1
In the event of training being provided at the Seller’s request at any location other than the Seller’s Training Centers, as provided for in Clause 16.2.2, the expenses of the Seller’s Instructors will be borne directly by the Seller.
 16.5.2.1.2
In the event of training being provided by the Seller’s Instructor(s) at any location other than the Seller’s Training Centers at the Buyer’s request, the Buyer will reimburse the Seller for all the expenses related to the assignment of such Seller Instructors and the performance of their duties as aforesaid.
 16.5.2.2
Living Expenses
Except as provided for in Clause 16.5.2.1.1 above, the Buyer will [***].
Such perdiem will include, but will not be limited to, lodging, food and local transportation to and from the place of lodging and the training course location.
 16.5.2.3
Air Travel
Except as provided for in Clause 16.5.2.1.1 above, the Buyer will reimburse the Seller for the airfares for each Seller Instructor and/or other Seller’s personnel providing support under this Clause 16, in confirmed business class to and from the Buyer’s designated training site and the Seller’s Training Centers, as such airfares are set forth in the Seller’s Customer Services Catalog current at the time of the corresponding training or support.
 16.5.2.4
Buyer’s Indemnity
Except in case of gross negligence or willful misconduct of the Seller, the Seller will not be held liable to the Buyer for any delay or cancellation in the performance of any training outside of the Seller’s Training Centers associated with any transportation described in this Clause 16.5.2, and the Buyer will indemnify

EXHIBIT 10.6
and hold harmless the Seller from any such delay and/or cancellation and any consequences arising therefrom.
 16.5.3
Training Material and Equipment Availability - Training at External Location
Training material and equipment necessary for course performance at any location other than the Seller’s Training Centers or the facilities of a training provider selected by the Seller will be provided by the Buyer at its own cost in accordance with the Seller’s specifications.
Notwithstanding the foregoing, should the Buyer request the performance of a course at another location as per Clause 16.2.3.1, the Seller may, upon the Buyer’s request, provide the training material and equipment necessary for such course’s performance. Such provision will be at the Buyer’s expense.
 
 
16.6
Flight Operations Training
The Seller will provide training for the Buyer’s flight operations personnel as further detailed in Appendix A to this Clause 16, including the courses described in this Clause 16.6.
 16.6.1
Flight Crew Training Course
The Seller will perform a flight crew training course program for the Buyer’s flight crews, each of which will consist of two (2) crew members, who will be either captain(s) or first officer(s).
 16.6.2
Base Flight Training
 16.6.2.1
The Buyer will provide at its own cost its delivered Aircraft, or any other aircraft it operates, for any base flight training, which will consist of one (1) session per pilot, performed in accordance with the related Airbus training course definition (the “Base Flight Training”).
 16.6.2.2
Should it be necessary to ferry the Buyer’s delivered Aircraft to the location where the Base Flight Training will take place, the additional flight time required for the ferry flight to and/or from the Base Flight Training field [***].
 16.6.2.3
If the Base Flight Training is performed outside of the zone where the Seller usually performs such training, the ferry flight to the location where the Base Flight Training will take place will be performed by a crew composed of the Seller’s and/or the Buyer’s qualified pilots, in accordance with the relevant Aviation Authority’s regulations related to the place of performance of the Base Flight Training.
 16.6.3
Flight Crew Line Initial Operating Experience
In order to assist the Buyer with initial operating experience after Delivery of the first Aircraft, the Seller will provide to the Buyer pilot Instructor(s) as set forth in Appendix A to this Clause 16.
Should the Buyer request, subject to the Seller’s consent, such Seller pilot Instructors to perform any other flight support during the flight crew line initial operating period, such as but not limited to line assistance, demonstration flight(s), ferry flight(s) or any flight(s) required by the Buyer during the period of entry into

EXHIBIT 10.6
service of the Aircraft, it is understood that such flight(s) will be deducted from the flight crew line initial operating experience allowance set forth in Appendix A to this Clause 16 hereto.
It is hereby understood by the Parties that the Seller’s pilot Instructors will only perform the above flight support services to the extent they bear the relevant qualifications to do so.
 16.6.4
Type Specific Cabin Crew Training Course
The Seller will provide type specific training for cabin crews at one of the locations defined in Clause 16.2.1.
If the Buyer’s Aircraft is to incorporate special features, the type specific cabin crew training course will be performed no earlier than two (2) weeks before the scheduled Delivery Date of the Buyer’s first Aircraft.
 16.6.5
Training on Aircraft
During any and all flights performed in accordance with this Clause 16.6, the Buyer will bear full responsibility for the aircraft upon which the flight is performed, including but not limited to any required maintenance, all expenses such as fuel, oil or landing fees and the provision of insurance in line with Clause 16.13.
The Buyer will assist the Seller, if necessary, in obtaining the validation of the licenses of the Seller’s pilots performing Base Flight Training or initial operating experience by the Aviation Authority of the place of registration of the Aircraft.
 16.7
Performance / Operations Courses
The Seller will provide performance/operations training for the Buyer’s personnel as defined in Appendix A to this Clause 16.
The available courses will be listed in the Seller’s Customer Services Catalog current at the time of the course.
 16.8
Maintenance Training
 16.8.1
The Seller will provide maintenance training for the Buyer’s ground personnel as further set forth in Appendix A to this Clause 16.
The available courses will be as listed in the Seller’s Customer Services Catalog current at the time of the course.
The practical training provided in the frame of maintenance training will be performed on the training devices in use in the Seller’s Training Centers.
 16.8.2
Practical Training on Aircraft
Notwithstanding Clause 16.8.1 above, upon the Buyer’s request, the Seller may provide Instructors for the performance of practical training on aircraft (“Practical Training”).

EXHIBIT 10.6
Irrespective of the location at which the training takes place, the Buyer will provide at its own cost an aircraft for the performance of the Practical Training.
Should the Buyer require the Seller’s Instructors to provide Practical Training at facilities selected by the Buyer, such training will be subject to prior approval of the facilities by the Seller. All costs related to such Practical Training, including but not limited to the Seller’s approval of the facilities, will be borne by the Buyer.
The provision of a Seller Instructor for the Practical Training will be deducted from the trainee days allowance defined in Appendix A to this Clause 16, subject to the conditions detailed in Paragraph 4.4 thereof.
 16.9
Supplier and Propulsion Systems Manufacturer Training
Upon the Buyer’s request, the Seller will provide to the Buyer the list of the maintenance and overhaul training courses provided by major Suppliers and the applicable Propulsion Systems Manufacturer on their respective products.
 16.10
Proprietary Rights
All proprietary rights, including but not limited to patent, design and copyrights, relating to the Seller’s training data and documentation will remain with the Seller and/or its Affiliates and/or its Suppliers, as the case may be.
These proprietary rights will also apply to any translation into a language or languages or media that may have been performed or caused to be performed by the Buyer.
 16.11
Confidentiality
The Seller’s training data and documentation are designated as confidential and as such are provided to the Buyer for the sole use of the Buyer, for training of its own personnel, who undertakes not to disclose the content thereof in whole or in part, to any third party without the prior written consent of the Seller, save as permitted herein or otherwise pursuant to any government or legal requirement imposed upon the Buyer.
In the event of the Seller having authorized the disclosure of any training data and documentation to third parties either under this Agreement or by an express prior written authorization, the Buyer will cause such third party to agree to be bound by the same conditions and restrictions as the Buyer with respect to the disclosed training data and documentation and to use such training data and documentation solely for the purpose for which they are provided.
 16.12
Transferability
Without prejudice to Clause 21.1, the Buyer’s rights under this Clause 16 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller’s prior written consent.
 16.13
Indemnities and Insurance
INDEMNIFICATION PROVISIONS AND INSURANCE REQUIREMENTS APPLICABLE TO THIS CLAUSE 16 ARE AS SET FORTH IN CLAUSE 19.

EXHIBIT 10.6
 THE BUYER WILL PROVIDE THE SELLER WITH AN ADEQUATE INSURANCE CERTIFICATE PRIOR TO ANY TRAINING ON AIRCRAFT.
 


EXHIBIT 10.6

APPENDIX A TO CLAUSE 16
TRAINING ALLOWANCE
For the avoidance of doubt, all quantities indicated below are the total quantities granted for all Aircraft firmly ordered, unless otherwise specified.
The contractual training courses defined in this Appendix A will be provided up to [***] after Delivery of the last Aircraft delivered under this Agreement.
Notwithstanding the above, flight operations training courses granted per firmly ordered Aircraft in this Appendix A will be provided by the Seller within a period starting [***] before and ending [***] after such Aircraft Delivery.
Any deviation to such training delivery schedule will be mutually agreed between the Buyer and the Seller.
 1
FLIGHT OPERATIONS TRAINING
Airbus Pilot Instructor Course (APIC)
The Seller will provide to the Buyer transition Airbus Pilot Instructor Course(s) (APIC), for flight and synthetic instruction, [***]. APIC courses will be performed in groups of two (2) trainees.
Such trainees will have the ability to observe or audit any other training program conducted with the Buyer’s employees in attendance.
 2
MAINTENANCE TRAINING
The Seller will provide to the Buyer [***].
 3
TRAINEE DAYS ACCOUNTING
Trainee days are counted as follows:
 3.1
For instruction at the Seller’s Training Centers: one (1) day of instruction for one (1) trainee equals one (1) trainee day. The number of trainees originally registered at the beginning of the course will be counted as the number of trainees to have taken the course.
  3.2
For instruction outside of the Seller’s Training Centers: one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or a minimum of twelve (12) trainee days, except for structure maintenance training course(s).
 3.3
For structure maintenance training courses outside the Seller’s Training Center(s), one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or the minimum number of trainees as indicated in the Seller’s Customer Services Catalog.
 3.4
For practical training, whether on training devices or on aircraft, one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or a minimum of six (6) trainee days.


EXHIBIT 10.6
 17 -
EQUIPMENT SUPPLIER PRODUCT SUPPORT
 17.1
Equipment Supplier Product Support Agreements
 17.1.1
The Seller has obtained enforceable and transferable product support agreements from Suppliers of Supplier Parts, the benefit of which is hereby accepted by the Buyer. Said agreements become enforceable as soon as and for as long as an operator is identified as an Airbus aircraft operator.
 17.1.2
These agreements are based on the “World Airlines Suppliers Guide”, are made available to the Buyer through the SPSA Application, and include Supplier commitments as contained in the Supplier Product Support Agreements which include the following provisions:
 17.1.2.1
Technical data and manuals required to operate, maintain, service and overhaul the Supplier Parts will be prepared in accordance with the applicable provisions of ATA Specification including revision service and be published in the English language. The Seller will recommend that a software user guide, where applicable, be supplied in the form of an appendix to the Component Maintenance Manual. Such data will be provided in compliance with the applicable ATA Specification;
 17.1.2.2
Warranties and guarantees, including standard warranties. In addition, landing gear Suppliers will provide service life policies for selected structural landing gear elements;
 17.1.2.3
Training to ensure efficient operation, maintenance and overhaul of the Supplier Parts for the Buyer’s instructors, shop and line service personnel;
 17.1.2.4
Spares data in compliance with ATA iSpecification 2200, initial provisioning recommendations, spare parts and logistic service including routine and expedite deliveries;
 17.1.2.5
Technical service to assist the Buyer with maintenance, overhaul, repair, operation and inspection of Supplier Parts as well as required tooling and spares provisioning.
 17.2
Supplier Compliance
The Seller will monitor Suppliers’ compliance with support commitments defined in the Supplier Product Support Agreements and will, if necessary, jointly take remedial action with the Buyer.
 17.3
Nothing in this Clause 17 shall be construed to prevent or limit the Buyer from entering into direct negotiations with a Supplier with respect to different or additional terms and conditions applicable to Suppliers Parts selected by the Buyer to be installed on the Aircraft.
 17.4
Familiarization Training
Upon the Buyer’s request, the Seller will provide the Buyer with Supplier Product Support Agreements familiarization training at the Seller’s facilities in Blagnac, France. An on-line training module will be further available through AirbusWorld, access to which will be subject to the “General Terms and Conditions of Access to and Use of AirbusWorld” (hereinafter the “GTC”), as set forth in Clause 14.10.4.

EXHIBIT 10.6
 18 -
BUYER FURNISHED EQUIPMENT
 18.1
Administration
 18.1.1.1
In accordance with the Specification, the Seller will install those items of equipment that are identified in the Specification as being furnished by the Buyer (“Buyer Furnished Equipment” or “BFE”), provided that the BFE and the supplier of such BFE are referred to in the Airbus BFE Product Catalog valid at the time the BFE Supplier is selected (the “BFE Supplier”).
 
18.1.1.2
Notwithstanding the foregoing and without prejudice to Clause 2.4, if the Buyer wishes to install BFE manufactured by a supplier who is not referred to in the Airbus BFE Product Catalog, the Buyer will so inform the Seller and the Seller will promptly conduct a feasibility study of the Buyer’s request, in order to consider approving such supplier, provided that such request is compatible with the associated Scheduled Delivery Month for the Buyer’s Aircraft. In addition, it is a prerequisite to such approval that the considered supplier is qualified by the Seller’s Aviation Authorities to produce equipment for installation on civil aircraft. Any approval of a supplier by the Seller will be performed at the Buyer’s expense. The Buyer will cause any BFE supplier approved under this Clause 18.1.1.2 (each an “Approved BFE Supplier”) to comply with the conditions set forth in this Clause 18 and specifically Clause 18.2.
Except for the specific purposes of this Clause 18.1.1.2, the term “BFE Supplier” will be deemed to include Approved BFE Suppliers.
 18.1.2.1
The Seller will advise the Buyer of the dates by which, in the planned release of engineering for the Aircraft, the Seller requires a written detailed engineering definition encompassing a Declaration of Design and Performance (the “BFE Engineering Definition”). The Seller will provide to the Buyer and/or the BFE Supplier(s), within a commercially reasonable timeframe, the necessary interface documentation to enable the development of the BFE Engineering Definition.
The BFE Engineering Definition will include the description of the dimensions and weight of BFE, the information related to its certification and the information necessary for the installation and operation thereof, including when applicable 3D models compatible with the Seller’s systems. The Buyer will furnish, or cause the BFE Suppliers to furnish, the BFE Engineering Definition by the dates specified.
Thereafter, the BFE Engineering Definition will not be revised, except through an SCN executed in accordance with Clause 2.
 18.1.2.2
The Seller will also provide to the Buyer, within thirty (30) days following the Initial Technical Coordination Meeting (“ITCM”), a schedule of dates and the shipping addresses for delivery of the BFE and, where requested by the Seller, additional spare BFE to permit installation in the Aircraft and Delivery of the Aircraft in accordance with the Aircraft Delivery Schedule. The Buyer will provide, or cause the BFE Suppliers to provide, the BFE by such dates in a serviceable condition, in order to allow performance of any assembly, installation, test or acceptance process in accordance with the Seller’s industrial schedule. In order to facilitate the follow-up of the timely receipt of BFE, the Buyer will, upon the Seller’s request, provide to the Seller dates and references of all BFE purchase orders placed by the Buyer.

EXHIBIT 10.6
The Buyer will also provide, when requested by the Seller, at AIRBUS OPERATIONS S.A.S. works in TOULOUSE (FRANCE) and/or at AIRBUS OPERATIONS GmbH, Division Hamburger Flugzeugbau Works in HAMBURG (GERMANY) adequate field service including support from BFE Suppliers to act in a technical advisory capacity to the Seller in the installation, calibration and possible repair of any BFE.
 18.1.3
Without prejudice to the Buyer’s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller will organize meetings between the Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within the defined timeframe.
In addition, throughout the development phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees:
 
 
•
 
to monitor the BFE Suppliers and ensure that they will enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart;
  
•
 
that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer will allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft;
  
•
 
for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely:
 
•
 
Preliminary Design Review (“PDR”),
  
•
 
Critical Design Review (“CDR”);
  
•
 
to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer will delegate the FAI to the BFE Supplier and confirmation thereof will be supplied to the Seller in writing;
  
•
 
to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer will delegate the SI to the BFE Supplier and confirmation thereof will be brought to the Seller in writing. Should the Buyer not attend the SI, the Buyer will be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI.
 The Seller will be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees will be acting in an advisory capacity only and at no time will they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.
 18.1.4
The BFE will be imported into FRANCE or into GERMANY by the Buyer under a suspensive customs system (“Régime de l’entrepôt douanier ou régime de perfectionnement actif “ or “Zollverschluss”) without application of any French or German tax or customs duty, and will be Delivered Duty Unpaid (DDU) according to the Incoterms, to the following shipping addresses:
AIRBUS OPERATIONS S.A.S.
316 Route de Bayonne

EXHIBIT 10.6
31300 TOULOUSE
FRANCE
or
AIRBUS OPERATIONS GmbH
Kreetslag 10
21129HAMBURG
GERMANY
Or such other location as may be specified by the Seller.
 18.2
Applicable Requirements
The Buyer is responsible for ensuring, [***], and warrants that the BFE will:
  
•
 
be manufactured by a BFE Supplier, and
  
•
 
meet the requirements of the applicable Specification of the Aircraft, and
  
•
 
be delivered with the relevant certification documentation, including but not limited to the DDP, and
 
 
•
 
comply with the BFE Engineering Definition, and
  
•
 
comply with applicable requirements incorporated by reference to the Type Certificate and listed in the Type Certificate Data Sheet, and
  
•
 
be approved by the Aviation Authority issuing the Export Airworthiness Certificate and by the Buyer’s Aviation Authority for installation and use on the Aircraft at the time of Delivery of the Aircraft, and
  
•
 
not infringe any patent, copyright or other intellectual property right of the Seller any third party, and
  
•
 
not be subject to any legal obligation or other encumbrance that may prevent, hinder or delay the installation of the BFE in the Aircraft and/or the Delivery of the Aircraft.
The Seller will be entitled to refuse any item of BFE that that is incompatible with the Specification, the BFE Engineering Definition or the certification requirements.
 18.3
Buyer’s Obligation and Seller’s Remedies
 18.3.1
Any delay or failure by the Buyer or the BFE Suppliers in:
[***].
 18.3.2
In addition, in the event of any delay or failure mentioned in 18.3.1 above, the Seller may:
[***].
 18.4
Title and Risk of Loss

EXHIBIT 10.6
Title to and risk of loss of any BFE will at all times remain with the Buyer except that risk of loss (limited to cost of replacement of said BFE) will be with the Seller for as long as such BFE is under the care, custody and control of the Seller.
 18.5
Disposition of BFE Following Termination
 18.5.1
If a termination of this Agreement pursuant to the provisions of Clause 20 occurs with respect to an Aircraft in which all or any part of the BFE has been installed prior to the date of such termination, the Seller will be entitled, but not required, to remove all items of BFE that can be removed without damage to the Aircraft and to undertake commercially reasonable efforts to facilitate the sale of such items of BFE to other customers, retaining and applying the proceeds of such sales to reduce the Seller’s damages resulting from the termination.
 18.5.2
The Buyer will cooperate with the Seller in facilitating the sale of BFE pursuant to Clause 18.5.1 and will be responsible for all costs incurred by the Seller in removing and facilitating the sale of such BFE. The Buyer will reimburse the Seller for all such costs within five (5) Business Days of receiving documentation of such costs from the Seller.
  18.5.3
The Seller will notify the Buyer as to those items of BFE not sold by the Seller pursuant to Clause 18.5.1 above and, at the Seller’s request, the Buyer will undertake to remove such items from the Seller’ facility within thirty (30) days of the date of such notice. The Buyer will have no claim against the Seller for damage, loss or destruction of any item of BFE removed from the Aircraft and not removed from Seller’s facility within such period.
 
18.5.4
The Buyer will have no claim against the Seller for damage to or destruction of any item of BFE damaged or destroyed in the process of being removed from the Aircraft, provided that the Seller will use reasonable care in such removal.
 18.5.5
The Buyer will grant the Seller title to any BFE items that cannot be removed from the Aircraft without causing damage to the Aircraft or rendering any system in the Aircraft unusable.
 19 -
INDEMNITIES AND INSURANCE
The Seller and the Buyer will each be liable for Losses (as defined below) arising from the acts or omissions of their respective directors, officers, agents or employees occurring during or incidental to such party’s exercise of its rights and performance of its obligations under this Agreement, except as provided in Clauses 19.1 and 19.2.
 19.1
Seller’s Indemnities
The Seller will, except in the case of gross negligence or willful misconduct of the Buyer, its directors, officers, agents and/or employees, be solely liable for and will indemnify and hold the Buyer, its Affiliates and each of their respective directors, officers, agents, employees and insurers harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“Losses”), arising from:

EXHIBIT 10.6
  
(a)
claims for injuries to, or death of, the Seller’s directors, officers, agents or employees, or loss of, or damage to, property of the Seller or its employees when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and
  
(b)
claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to the Technical Acceptance Flights.
 19.2
Buyer’s Indemnities
The Buyer will, except in the case of gross negligence or willful misconduct of the Seller, its directors, officers, agents and/or employees, be solely liable for and will indemnify and hold the Seller, its Affiliates, its subcontractors, and each of their respective directors, officers, agents, employees and insurers, harmless against all Losses arising from:
  
(a)
claims for injuries to, or death of, the Buyer’s directors, officers, agents or employees, or loss of, or damage to, property of the Buyer or its employees, when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and
  
(b)
claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to (i) the provision of Seller Representatives services under Clause 15 including services performed on board the aircraft or (ii) the provision of Aircraft Training Services to the Buyer.
 19.3
Notice and Defense of Claims
If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19 (the “Indemnitor”), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor will deem prudent. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor.
 19.4
Insurance
For all Aircraft Training Services, to the extent of the Buyer’s undertaking set forth in Clause 19.2, the Buyer will:

EXHIBIT 10.6
  
(a)
cause the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents and employees to be named as additional insured under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils (such insurance to include the AVN 52E Extended Coverage Endorsement Aviation Liabilities or any further Endorsement replacing AVN 52E as may be available as well as any excess coverage in respect of War and Allied Perils Third Parties Legal Liabilities Insurance), and
  
(b)
with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents, employees and insurers.
Any applicable deductible will be borne by the Buyer. The Buyer will furnish to the Seller, not less than seven (7) working days prior to the start of any Aircraft Training Services, certificates of insurance, in English, evidencing the limits of liability cover and period of insurance coverage in a form acceptable to the Seller from the Buyer’s insurance broker(s), certifying that such policies have been endorsed as follows:
  
(i)
under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s policies are primary and non-contributory to any insurance maintained by the Seller,
  
(ii)
such insurance can only be cancelled or materially altered by the giving of not less than thirty (30) days (but seven (7) days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Seller, and
  
(iii)
under any such cover, all rights of subrogation against the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents, employees and insurers have been waived.
 20 -
TERMINATION
 20.1
Termination Events
Each of the following will constitute a “Termination Event”
  
(1)
The Buyer or any of its Affiliates commences in any jurisdiction any case, proceeding or other action with respect to the Buyer or any of its Affiliates or their properties relating to bankruptcy, insolvency, reorganization, winding-up, liquidation, dissolution or other relief from, or with respect to, or readjustment of, its debts or obligations.
  
(2)
An action is commenced in any jurisdiction seeking the appointment of a receiver, trustee, custodian or other similar official for the Buyer or any of its respective Affiliates or for all or any substantial part of their respective assets, and such action remains unstayed, undismissed or undischarged for sixty (60) days, or the Buyer or any of its Affiliates makes a general assignment for the benefit of its creditors.
  
(3)
An action is commenced in any jurisdiction against the Buyer or any of its respective Affiliates seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of their respective assets, and such action remains unstayed, undismissed or undischarged for sixty (60) days.

EXHIBIT 10.6
  
(4)
The Buyer or any of its Affiliates becomes the object, in any jurisdiction, of a case, proceeding or action similar or analogous to any of the events mentioned in Clause 20.1(1), (2) or (3).
  
(5)
The Buyer or any of its Affiliates is generally not able, or is expected to be unable to, or will admit in writing its inability to, pay its debts as they become due.
  
(6)
The Buyer or any of its Affiliates commences negotiations with significant creditors, existing or potential, either with the intention of restructuring all or a substantial part of all of its outstanding obligations or in preparation for a bankruptcy filing under the U.S. Bankruptcy Code.
  
(7)
The Buyer or any of its Affiliates fails to make payment of (i) any payment required to be made under this Agreement or any other material agreement between the Buyer or any of its Affiliates and the Seller or any of its Affiliates when such payment is due, (ii) any Predelivery Payment required to be made under this Agreement when such payment is due, or (iii) payment of all or part of the Final Price of any Aircraft required to be made under this Agreement.
  
(8)
The Buyer repudiates, cancels or terminates this Agreement in whole or in part.
  
(9)
The Buyer defaults in its obligation to take delivery of an Aircraft as provided in Clause 9.2.
  
(10)
The Buyer or any of its Affiliates defaults in the observance or performance of any other covenant, undertaking or obligation contained in this Agreement or any other material agreement between the Buyer or its Affiliates, on the one hand, and the Seller or its Affiliates on the other hand, provided that, if such breach or default is capable of being cured and such breach or default is not cured within any specified cure period.
 
(11)
Any other event that the parties agree in writing constitutes a Termination Event.
 20.2
Remedies in Event of Termination
 20.2.1
If a Termination Event occurs, the Buyer will be in material breach of this Agreement, and the Seller can elect any of the following remedies under the applicable law:
  
A.
suspend its performance under this Agreement with respect to any or all Aircraft;
  
B.
reschedule the Scheduled Delivery Month of any or all Aircraft remaining to be delivered under this Agreement without prejudice to Seller’s rights under Clause 5.8.2;
  
C.
suspend or reschedule the date for performance under this Agreement with respect to any or all equipment, services, data and other items; and/or
  
D.
cancel or terminate this Agreement (a “Termination”) with respect to any or all Aircraft, and/or equipment, services, data and/or other items related thereto.
 20.2.2
In the event Seller elects a remedy under any of Clauses 20.2.1(A)(B) or (C), above:
  
A.
Seller shall be entitled to any incidental damages incurred as a result of electing such remedy, including without limitation any commercially reasonable charges, expenses, commissions or costs of care or custody incurred in suspending or rescheduling performance after the Buyer’s breach or any costs identified in Clause 9.2.3;
 

EXHIBIT 10.6
 
B.
Buyer shall compensate Seller for such incidental damages within ten (10) calendar days of Seller issuing an invoice for such damages to Buyer; and
  
C.
for the avoidance of doubt, (i) nothing herein shall preclude Seller from subsequently electing a Termination under 20.2.1 D, above [***].
 20.2.3
If the Seller elects a Termination under Clause 20.2.1(D) above:
  
A.
Seller may claim and receive payment from the Buyer, as liquidated damages and not as a penalty, an amount equal to, for each Affected Aircraft (as defined below), the amount set forth as follows [***]:
  
B.
Liquidated damages will be payable by the Buyer promptly, and in any event within [***] of the date of written notice and demand therefor from the Seller that the Buyer is in breach. The parties agree that the remedy of liquidated damages is not to be denied to the Seller due to the inability of the Seller to deliver a notice and demand for payment thereof due to the operation of law following a bankruptcy or other Termination Event under Clause 20.1(1) – (4).
 20.2.4.
The parties to this Agreement are commercially sophisticated parties acting within the same industry, and represented by competent counsel and the parties expressly agree and declare as follows:
  
A.
damages for material breach of this Agreement by the Buyer resulting in a Termination of this Agreement as to any or all Aircraft have been liquidated at amounts that are reasonable in light of the anticipated or actual harm caused by the Buyer’s breach, the difficulties of proof of loss and the nonfeasibility of otherwise obtaining an adequate remedy;
  
B.
it is understood and agreed by the parties that the amount of liquidated damages set forth herein is the total amount of monetary damages, no more and no less, to which the Seller will be entitled for and with respect to any Aircraft as recovery for material breach of this Agreement by Buyer resulting in a Termination by the Seller of this Agreement as to such Aircraft; provided, however, that for the avoidance of doubt the foregoing shall not be deemed to preclude Seller’s entitlement to (i) incidental damages where it is electing remedies under Clause 20.2.1(A),(B) or (C), (ii) exercise any set-off or similar rights under Clauses 5.6 and 5.12 with respect to payments due under this Clause 20 or (iii) interest specified in Clause 5.8.1 with respect to any payments overdue under this Clause 20; and
  
C.
the liquidated damages provision of this Clause 20 has been fully negotiated by sophisticated parties represented by counsel, is a material component of the consideration granted and, in the absence of such liquidated damages provision, the consideration would have been materially different.
 20.3
Definitions
For purposes of this Clause 20, the terms “Affected Aircraft”, “Applicable Date” and “Escalated Price” are defined as follows:
  
i.
“Affected Aircraft” – any or all Aircraft with respect to which the Seller has cancelled or terminated this Agreement pursuant to Clause 20.2.1 D,
  
ii.
“Applicable Date” – for any Affected Aircraft, the date the Seller issues the notice and demand for payment of liquidated damages pursuant to Clause 20.2.3 B.

EXHIBIT 10.6
  
iii.
“Escalated Price” – shall have the same meaning as the “Final Price” of the Aircraft as that term is defined in Clause 3.2, except that the meaning of “Delivery Date” shall have the same meaning as Applicable Date plus ten (10) calendar days, provided however that escalation in accordance with Clause 4 will continue to accrue until the date that payment of all liquidated damages is finally made in full by the Buyer to the Seller.
 20.4
Notice of Termination Event
Within ten (10) days of becoming aware of the occurrence of a Termination Event by the Buyer, the Buyer will notify the Seller of such occurrence in writing, provided, that any failure by the Buyer to notify the Seller will not prejudice the Seller’s rights or remedies hereunder.
 20.5
Information Covenants
The Buyer hereby covenants and agrees that, from the date of this Agreement until no further Aircraft are to be delivered hereunder, the Buyer will furnish or cause to be furnished to the Seller the following, it being understood that this covenant with respect to Clauses 20.5 (a), (b) and (e) will be deemed satisfied if the information requested in those clauses is filed, with un-redacted financial statements, with the U.S. Securities and Exchange Commission and is publicly available on EDGAR (or any successor online resource):

EXHIBIT 10.6
  
a.
Annual Financial Statements. As soon as available and in any event no later than the date that the Buyer furnishes such annual statements to the Securities and Exchange Commission or successor thereto (the “SEC”) (i) a copy of the SEC Form 10-K filed by the Buyer with the SEC for such fiscal year, or, if no such Form 10-K was filed by the Buyer for such a fiscal year, the consolidated balance sheet of the Buyer and its Subsidiaries, as at the end of such fiscal year and the related consolidated statements of operations, of common stockholders’ equity (deficit) (in the case of the Buyer and its Subsidiaries) and of cash flows for such fiscal year, setting forth comparative consolidated figures as of the end of and for the preceding fiscal year, and examined by any firm of independent public accountants of recognized standing selected by the Buyer and reasonably acceptable to the Seller, whose opinion will not be qualified as to the scope of audit or as to the status of the Buyer as a going concern, and (ii) a certificate of such accounting firm stating that its audit of the business of the Buyer was conducted in accordance with generally accepted auditing standards.
  
b.
Quarterly Financial Statements. As soon as available and in any event no later than the date that the Buyer furnishes such quarterly statements to the Securities and Exchange Commission or successor thereto, a copy of the SEC Form 10-Q filed by the Buyer with the SEC for such quarterly period, or, if no such Form 10-Q was filed by the Buyer with respect to any such quarterly period, the consolidated balance sheet of the Buyer and its Subsidiaries, as at the end of such quarterly period and the related consolidated statements of operations for such quarterly period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period and in each case setting forth comparative consolidated figures as of the end of and for the related periods in the prior fiscal year, all of which will be certified by an Authorized Officer of the Buyer, subject to changes resulting from audit and normal year-end audit adjustments.
 
c.
Debt Rescheduling. (i) Promptly upon the Buyer commencing negotiations with one or more of its significant creditors with a view to general readjustment or rescheduling of all or any material part of its indebtedness under circumstances in which a reasonable business person, in the exercise of prudent business judgment, would conclude that the Buyer would otherwise not be able to pay such indebtedness as it falls due, notice of commencement of such negotiations, and (ii) thereafter timely advice of the progress of such negotiations until such negotiations are terminated or completed.
 
 
d.
Acceleration of other indebtedness. Immediately upon knowledge by the Buyer that the holder of any bond, debenture, promissory note or any similar evidence of indebtedness of the Buyer or Affiliate thereof (“Other Indebtedness”) has demanded payment, given notice or exercised its right to a remedy having the effect of acceleration with respect to a claimed event of default under any Other Indebtedness, where the impact of the acceleration is likely to have a material adverse effect on the Buyer’s ability to perform its obligations under or in connection with the transactions contemplated by this Agreement, notice of the demand made, notice given or action taken by such holder and the nature and status of the claimed event of default and what the action the Buyer is taking with respect thereto.
  
e.
Other Information. Promptly upon transmission thereof, copies of any filings and registrations with, and reports to, the SEC by the Buyer or any of its Subsidiaries, and, with reasonable promptness, such other information or documents (financial or otherwise) as the Seller may reasonably request from time to time.
For the purposes of this Clause 20, (x) an “Authorized Officer” of the Buyer will mean the Chief Executive Officer, the Chief Financial Officer or any Vice President and above who reports directly or indirectly to the Chief Financial Officer and (y) “Subsidiaries” will mean, as of any date of determination,

EXHIBIT 10.6
those companies owned by the Buyer whose financial results the Buyer is required to include in its statements of consolidated operations and consolidated balance sheets.
 20.6
Nothing contained in this Clause 20 will be deemed to waive or limit the Seller’s rights or ability to request adequate assurance under Article 2, Section 609 of the Uniform Commercial Code (the “UCC”). It is further understood that any commitment of the Seller or the Propulsion Systems manufacturer to provide financing to the Buyer shall not constitute adequate assurance under Article 2, Section 609 of the UCC.
 21 -
ASSIGNMENTS AND TRANSFERS
 21.1
Assignments
Except as hereinafter provided, neither party may sell, assign, novate or transfer its rights or obligations under this Agreement to any person without the prior written consent of the other, except that the Seller may sell, assign, novate or transfer its rights or obligations under this Agreement to any Affiliate without the Buyer’s consent.
 21.2
Assignments on Sale, Merger or Consolidation
The Buyer will be entitled to assign its rights under this Agreement at any time due to a merger, consolidation or a sale of all or substantially all of its assets, provided the Buyer first obtains the written consent of the Seller. The Buyer will, as promptly as reasonably practicable, provide the Seller with prior notice if the Buyer wishes the Seller to provide such consent. The Seller will provide its consent if
  
(i)
the surviving or acquiring entity is organized and existing under the laws of the United States;
  
(ii)
the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller, agreeing to assume all of the Buyer’s obligations under this Agreement;
  
(iii)
at the time, and immediately following the consummation, of the merger, consolidation or sale, no event of default exists or will have occurred and be continuing;
 
 
(iv)
there exists with respect to the surviving or acquiring entity no basis for a Termination Event;
 
(v)
the surviving or acquiring entity is an airline holding an operating certificate issued by the FAA at the time, and immediately following the consummation, of such sale, merger or consolidation; and
  
(vi)
following the sale, merger or consolidation, the surviving entity is in a financial condition at least equal to that of the Buyer at time of execution of the Agreement.
 21.3
Designations by Seller
The Seller may at any time by notice to the Buyer designate facilities or personnel of the Seller or any other Affiliate of the Seller at which or by whom the services to be performed under this Agreement will be performed. Notwithstanding such designation, the Seller will remain ultimately responsible for fulfillment of all obligations undertaken by the Seller in this Agreement.

EXHIBIT 10.6
 21.4
Transfer of Rights and Obligations upon Reorganization
In the event that the Seller is subject to a corporate restructuring having as its object the transfer of, or succession by operation of law in, all or a substantial part of its assets and liabilities, rights and obligations, including those existing under this Agreement, to a person (the “Successor”) that is an Affiliate of the Seller at the time of that restructuring, for the purpose of the Successor carrying on the business carried on by the Seller at the time of the restructuring, such restructuring will be completed without consent of the Buyer following notification by the Seller to the Buyer in writing. The Buyer recognizes that succession of the Successor to the Agreement by operation of law that is valid under the law pursuant to which that succession occurs will be binding upon the Buyer.
 22 -
MISCELLANEOUS PROVISIONS
 22.1
Data Retrieval
On the Seller’s reasonable request, the Buyer will provide the Seller with all the necessary data, as customarily compiled by the Buyer and pertaining to the operation of the Aircraft, to assist the Seller in making an efficient and coordinated survey of all reliability, maintenance, operational and cost data with a view to monitoring the efficient and cost effective operations of the Airbus fleet worldwide
 22.2
Notices
All notices and requests required or authorized hereunder will be given in writing either by personal delivery to a authorized officer of the party to whom the same is given or by commercial courier, certified air mail (return receipt requested) or facsimile at the addresses and numbers set forth below. The date on which any such notice or request is so personally delivered, or if such notice or request is given by commercial courier, certified air mail or facsimile, the date on which sent, will be deemed to be the effective date of such notice or request.
The Seller will be addressed at:
Airbus S.A.S.
Attention: Senior Vice President Contracts
1, Rond Point Maurice Bellonte
31707 Blagnac Cedex,
France

The Buyer will be addressed at:
JetBlue Airways Corporation
Attention: Executive Vice President and General Counsel
118-29 Queens Boulevard
Forest Hills, New York 11375
United States of America
From time to time, the party receiving the notice or request may designate another address or another person.

 22.3
Waiver
The failure of either party to enforce at any time any of the provisions of this Agreement, to exercise any right herein provided or to require at any time performance by the other party of any of the provisions

EXHIBIT 10.6
hereof will in no way be construed to be a present or future waiver of such provisions nor in any way to affect the validity of this Agreement or any part hereof or the right of the other party thereafter to enforce each and every such provision. The express waiver by either party of any provision, condition or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
 22.4
International Supply Contract
The Buyer and the Seller recognize that this Agreement is an international supply contract which has been the subject of discussion and negotiation, that all its terms and conditions are fully understood by the parties, and that the Specification and price of the Aircraft and the other mutual agreements of the parties set forth herein were arrived at in consideration of, inter alia, all provisions hereof specifically including all waivers, releases and remunerations by the Buyer set out herein.
 22.5
Certain Representations of the Parties
 22.5.1
Buyer’s Representations
The Buyer represents and warrants to the Seller:
  
(i)
the Buyer is a corporation organized and existing in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this Agreement;
  
(ii)
neither the execution and delivery by the Buyer of this Agreement, nor the consummation of any of the transactions by the Buyer contemplated thereby, nor the performance by the Buyer of the obligations thereunder, constitutes a breach of any agreement to which the Buyer is a party or by which its assets are bound;
 
(iii)
this Agreement has been duly authorized, executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms.
22.5.2
Seller’s Representations
The Seller represents and warrants to the Buyer:
  
(i)
the Seller is organized and existing in good standing under the laws of the Republic of France and has the corporate power and authority to enter into and perform its obligations under the Agreement;
  
(ii)
neither the execution and delivery by the Seller of this Agreement, nor the consummation of any of the transactions by the Seller contemplated thereby, nor the performance by the Seller of the obligations thereunder, constitutes a breach of any agreement to which the Seller is a party or by which its assets are bound;
  
(iii)
this Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.
 22.6
Interpretation and Law

EXHIBIT 10.6
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
Each of the Seller and the Buyer (i) hereby irrevocably submits itself to the nonexclusive jurisdiction of the courts of the state of New York, New York County, of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defense or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defense based on sovereign or other immunity or that the suit, action or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these courts.
THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS TRANSACTION.
 22.6.1
The Buyer for itself and its successors and assigns hereby designates and appoints the Secretary of the Buyer duly elected from time to time as its legal agent and attorney-in-fact upon whom all processes against the Buyer in any suit, action or proceeding in respect of any matter as to which it has submitted to jurisdiction under Clause 22.6 may be served with the same effect as if the Buyer were a corporation organized under the laws of the State of New York and had lawfully been served with such process in such state, it being understood that such designation and appointments will become effective without further action on the part of its Secretary.
 22.6.2
The assumption in Clause 22.6.1 made for the purpose of effecting the service of process will not affect any assertion of diversity by either party hereto initiating a proceeding in the New York Federal Courts or seeking transfer to the New York Federal Courts on the basis of diversity.
 22.6.3
Service of process in any suit, action or proceeding in respect of any matter as to which the Seller or the Buyer has submitted to jurisdiction under Clause 22.6 may be made on the Seller by delivery of the same personally or by dispatching the same via Federal Express, UPS, or similar international air courier service prepaid to, CT Corporation, New York City offices as agent for the Seller, it being agreed that service upon CT Corporation will constitute valid service upon the Seller or by any other method authorized by the laws of the State of New York, and (ii) may be made on the Buyer by delivery of the same personally or by dispatching the same by Federal Express, UPS, or similar international air courier service prepaid, return receipt requested to: CT Corporation, 111 Hudson St., New York, NY (or such other office in the City of New York as such agent then occupies), as agent for the Buyer, it being agreed that service upon CT Corporation will constitute valid service upon the Buyer or by any other method authorized by the laws of the State of New York; provided in each case that failure to deliver or mail such copy will not affect the validity or effectiveness of the service of process.
22.6.4
Headings
All headings in this Agreement are for convenience of reference only and do not constitute a part of this Agreement.
 22.7
Waiver of Jury Trial

EXHIBIT 10.6
EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM OR CROSS-CLAIM THEREIN.
 22.8
Waiver of Consequential Damages
Except, as set forth in Clause 20.2.2, in no circumstances shall either party claim or receive incidental or consequential damages under this Agreement.
 22.9
No Representations Outside of this Agreement
The parties declare that, prior to the execution of this Agreement, they, with the advice of their respective counsel, apprised themselves of sufficient relevant data in order that they might intelligently exercise their own judgments in deciding whether to execute this Agreement and in deciding on the contents of this Agreement. Each party further declares that its decision to execute this Agreement is not predicated on or influenced by any declarations or representations by any other person, party, or any predecessors in interest, successors, assigns, officers, directors, employees, agents or attorneys of any said person or party, except as set forth in this Agreement. This Agreement resulted from negotiation involving counsel for all of the parties hereto and no term herein will be construed or interpreted against any party under the contra proferentum or any related doctrine.
 22.10
Confidentiality
Subject to any legal or governmental requirements of disclosure, the parties (which for this purpose will include their employees, and legal counsel) will maintain the terms and conditions of this Agreement and any reports or other data furnished hereunder strictly confidential, including but not limited to, the Aircraft pricing (the “Confidential Information”). Without limiting the generality of the foregoing, the Buyer will use its best efforts to limit the disclosure of the contents of this Agreement to the extent legally permissible in (i) any filing required to be made by the Buyer with any governmental agency and will make such applications as will be necessary to implement the foregoing, and (ii) any press release concerning the whole or any part of the contents and/or subject matter hereof or of any future addendum hereto. With respect to any public disclosure or filing, the Buyer agrees to submit to the Seller a copy of the proposed document to be filed or disclosed and will give the Seller a reasonable period of time in which to review said document. The Buyer and the Seller will consult with each other prior to the making of any public disclosure or filing, permitted hereunder, of this Agreement or the terms and conditions thereof.
 The provisions of this Clause 22.10 will survive any termination of this Agreement.
 22.11
Severability
If any provision of this Agreement should for any reason be held ineffective, the remainder of this Agreement will remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law that renders any provision of this Agreement prohibited or unenforceable in any respect.

EXHIBIT 10.6
 22.12
Scope of Agreement and Original Agreement
 22.12.1
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written, including but not limited to the terms and conditions of the Original Agreement, with respect thereto. This Agreement will not be amended or modified except by an instrument in writing of even date herewith or subsequent hereto executed by both parties or by their fully authorized representatives.
 22.12.2
The terms and conditions of the Original Agreement will apply to all Aircraft delivered under such Original Agreement prior to the date of this Agreement.
 22.13
Inconsistencies
In the event of any inconsistency between the terms of this Agreement and the terms contained in either (i) the Specification, or (ii) any other Exhibit, in each such case the terms of this Agreement will prevail over the terms of the Specification or any other Exhibit. For the purpose of this Clause 22.13, the term Agreement will not include the Specification or any other Exhibit hereto.
 22.14
Language
All correspondence, documents and any other written matters in connection with this Agreement will be in English.
 22.15
Counterparts
This Agreement has been executed in two (2) original copies.
Notwithstanding the foregoing, this Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.
 


EXHIBIT 10.6
IN WITNESS WHEREOF, this Agreement was entered into as of the day and year first above written.
 
AIRBUS, S.A.S.
By: /s/ Christophe Mourey

Title: Senior Vice President Contracts

JETBLUE AIRWAYS CORPORATION

By: /s/ Mark D. Powers

Title: Chief Financial Officer
 


EXHIBIT 10.6
SCHEDULE 1
DELIVERY SCHEDULE
     
  
CACiD
No.
Aircraft
Rank No.
Type
Scheduled
Delivery
Month/Quarter
Scheduled
Delivery Year
1159 908122
Group 1 A320
Aircraft
[***]2011
2159 942123
Group 1 A320
Aircraft
[***]2012
3159 943124
Group 1 A320
Aircraft
[***]2012
4159 950125
Group 1 A320
Aircraft
[***]2012
5159 951126
Group 1 A320
Aircraft
[***]2012
6159 923127
Group 1 A320
Aircraft
[***]2012
7159 924128
Group 1 A320
Aircraft
[***]2012
8159 925129
Group 1 A320
Aircraft
[***]2012
9159 939130
A320 Backlog
Aircraft
[***]2013
10159 960131
A320 Backlog
Aircraft
[***]2013
11159 961132
A320 Backlog
Aircraft
[***]2013
12159 962133
A321 Backlog
Aircraft
[***]2013
13159 963134
A321 Backlog
Aircraft
[***]2013
14159 964135
A321 Backlog
Aircraft
[***]2013
15159 965136
A321 Backlog
Aircraft
[***]2013
16159 916137
A321 Backlog
Aircraft
Year2014
17159 940138
A321 Backlog
Aircraft
Year2014
18159 941139
A321 Backlog
Aircraft
Year2014
191598 944140
A321 Backlog
Aircraft
Year2014
20159 945141
A321 Backlog
Aircraft
Year2014
21159 946142
A321 Backlog
Aircraft
Year2014

EXHIBIT 10.6
22159 947143
A321 Backlog
Aircraft
Year2014
23159 948144
A321 Backlog
Aircraft
Year2014
24159 949145
A321 Backlog
Aircraft
Year2014
25159 956146
A321 Backlog
Aircraft
Year2015
26159 957147
A321 Backlog
Aircraft
Year2015
27159 958148
A321 Backlog
Aircraft
Year2015
28159 959149
A321 Backlog
Aircraft
Year2015
29159 929150
A321 Backlog
Aircraft
Year2015
30159 930151
A321 Backlog
Aircraft
Year2015
31159 931152
A321 Backlog
Aircraft
Year2015
32159 932153
A321 Backlog
Aircraft
Year2015
33159 933154
A321 Backlog
Aircraft
Year2015
34159 920155
A321 Backlog
Aircraft
Year2015
35159 911156
A321 Backlog
Aircraft
Year2016
36159 912157
A321 Backlog
Aircraft
Year2016
37159 917158
A321 Backlog
Aircraft
Year2016
38159 918159
A321 Backlog
Aircraft
Year2016
39159 926160
A321 Backlog
Aircraft
Year2016
40159 927161
A321 Backlog
Aircraft
Year2016
41159 928162
A321 Backlog
Aircraft
Year2016
42159 952163
A320 Backlog
Aircraft
Year2016
43159 953164
A320 Backlog
Aircraft
Year2016
44159 934165
A320 Backlog
Aircraft
Year2016
45159 922166
A320 Backlog
Aircraft
Year2017

EXHIBIT 10.6
46159 954167
A320 Backlog
Aircraft
Year2017
47159 955168
A320 Backlog
Aircraft
Year2017
48159 921169
A320 Backlog
Aircraft
Year2017
49104 440170
A320 Backlog
Aircraft
Year2017
50104 442171
A320 Backlog
Aircraft
Year2017
51159 909172
A320 Backlog
Aircraft
Year2017
52159 910173
A320 Backlog
Aircraft
Year2017
53174
A320 NEO
Aircraft
Year2018
54175
A320 NEO
Aircraft
Year2018
55176
A320 NEO
Aircraft
Year2018
56177
A320 NEO
Aircraft
Year2018
57178
A320 NEO
Aircraft
Year2018
58179
A320 NEO
Aircraft
Year2018
59180
A320 NEO
Aircraft
Year2018
60181
A320 NEO
Aircraft
Year2018
61182
A320 NEO
Aircraft
Year2018
62183
A320 NEO
Aircraft
Year2018
63184
A320 NEO
Aircraft
Year2019
64185
A320 NEO
Aircraft
Year2019
65186
A320 NEO
Aircraft
Year2019
66187
A320 NEO
Aircraft
Year2019
67188
A320 NEO
Aircraft
Year2019
68189
A320 NEO
Aircraft
Year2019
69190
A320 NEO
Aircraft
Year2019

EXHIBIT 10.6
70191
A320 NEO
Aircraft
Year2019
71192
A320 NEO
Aircraft
Year2019
72193
A320 NEO
Aircraft
Year2019
73194
A320 NEO
Aircraft
Year2020
74195
A320 NEO
Aircraft
Year2020
75196
A320 NEO
Aircraft
Year2020
76197
A320 NEO
Aircraft
Year2020
77198
A320 NEO
Aircraft
Year2020
78199
A320 NEO
Aircraft
Year2020
79200
A320 NEO
Aircraft
Year2020
80201
A320 NEO
Aircraft
Year2020
81202
A320 NEO
Aircraft
Year2020
82203
A320 NEO
Aircraft
Year2020
83204
A320 NEO
Aircraft
Year2021
84205
A320 NEO
Aircraft
Year2021
85206
A320 NEO
Aircraft
Year2021
86207
A320 NEO
Aircraft
Year2021
87208
A320 NEO
Aircraft
Year2021
88209
A320 NEO
Aircraft
Year2021
89210
A320 NEO
Aircraft
Year2021
90211
A320 NEO
Aircraft
Year2021
91212
A320 NEO
Aircraft
Year2021
92213
A320 NEO
Aircraft
Year2021
 

EXHIBIT 10.6


EXHIBIT 10.6
EXHIBIT A
E X H I B I T  A
 



Exhibit A1:
 
A320 Standard Specification document number D.000.02000 Issue 8 dated June 20, 2011


Exhibit A2:
 
A321 Standard Specification document number E.000.02000 Issue 5 dated June 20, 2011


Exhibit A3:
 
A320 Standard Specification document number D.000.02000 Issue 6 dated January 31, 2005



EXHIBIT 10.6
EXHIBIT A1
A320 STANDARD SPECIFICATION
Document Number D.000.02000 Issue 8 dated June 20, 2011
The A320 Standard Specification document number D.000.02000 Issue 8 dated June 20, 2011 is contained in a separate folder.


EXHIBIT 10.6
EXHIBIT A2
A321 STANDARD SPECIFICATION
Document Number E.000.02000 Issue 5 dated June 20, 2011
The A321 Standard Specification document number E.000.02000 Issue 5 dated June 20, 2011 is contained in a separate folder.


EXHIBIT 10.6
EXHIBIT A3
A320 STANDARD SPECIFICATION
Document Number D.000.02000 Issue 6 dated January 31, 2005
The A320 Standard Specification document number D.000.02000 Issue 6 dated January 31, 2005 is contained in a separate folder.


EXHIBIT 10.6
E X H I B I T  B
 



Exhibit B1:
 
Form of a Specification Change Notice


Exhibit B2:
 
Form of a Manufacturer’s Specification Change Notice


Exhibit B3:
 
SCN List A320 Backlog Aircraft (excluding Group 1 A320 Aircraft)


Exhibit B4:
 
SCN List A320 NEO Aircraft


Exhibit B5:
 
SCN List A321 Backlog Aircraft


Exhibit B6:
 
SCN List Group 1 A320 Aircraft



EXHIBIT 10.6

 




  
Exhibit B1
image_01.jpg
  
For


SPECIFICATION CHANGE NOTICE
  
SCN Number

  
Issue
(SCN)
  
Dated

  
Page
Title :
Description :
Remarks / References
Specification changed by this SCN
This SCN requires prior or concurrent acceptance of the following SCN (s):
Price per aircraft
US DOLLARS:
AT DELIVERY CONDITIONS:
This change will be effective on                      AIRCRAFT N°          and subsequent.
Provided approval is received by
 





Buyer approval
  
Seller approval
  




By:
  
By:
  




Date:
  
Date:
  



EXHIBIT 10.6


EXHIBIT 10.6
 




  
Exhibit B1
image_01.jpg
  
For


SPECIFICATION CHANGE NOTICE
  
SCN Number

  
Issue
(SCN)
  
Dated

  
Page
Specification repercussion:
After contractual agreement with respect to weight, performance, delivery, etc, the indicated part of the specification wording will read as follows:


EXHIBIT 10.6
 




  
Exhibit B1
image_01.jpg
  
For


SPECIFICATION CHANGE NOTICE
  
SCN Number

  
Issue
(SCN)
  
Dated

  
Page
Scope of change (FOR INFORMATION ONLY)


EXHIBIT 10.6
 




  
Exhibit B2
image_01.jpg
  
For


MANUFACTURER’S SPECIFICATION CHANGE NOTICE
  
MSCN Number

  
Issue
(MSCN)
  
Dated

  
Page
Title :
Description :
Effect on weight :
 
 
•
 
Manufacturer’s Weight Empty change :
 
 
•
 
Operational Weight Empty change :
 
 
•
 
Allowable Payload change :
Remarks / References
Specification changed by this MSCN
Price per aircraft
US DOLLARS:
AT DELIVERY CONDITIONS:
This change will be effective on                      AIRCRAFT N°          and subsequent.
Provided MSCN is not rejected by
 

EXHIBIT 10.6





Buyer approval
  
Seller approval
  




By:
  
By:
  




Date:
  
Date:
  






  
Exhibit B2
image_01.jpg
  
For


MANUFACTURER’S SPECIFICATION CHANGE NOTICE
  
MSCN Number

  
Issue
(MSCN)
  
Dated

  
Page
Specification repercussion:
After contractual agreement with respect to weight, performance, delivery, etc, the indicated part of the specification wording will read as follows:


EXHIBIT 10.6




  
Exhibit B2
image_01.jpg
  
For


MANUFACTURER’S SPECIFICATION CHANGE NOTICE
  
MSCN Number

  
Issue
(MSCN)
  
Dated

  
Page
Scope of change (FOR INFORMATION ONLY)


EXHIBIT 10.6
EXHIBIT B3
JETBLUE A320 CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A320-200 issue 8.0 dated 20 June 2011

A320 Backlog Aircraft (excluding Group 1 A320 Aircraft)
ATATITLE
A320-200 SCNs
[***]
per  aircraft
Estimated BFE Budget
[***]
per aircraft
Comments
[***][***][***]
[***][***][***]
[***][***][***][***]
[***][***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***][***]
[***][***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***]
[***]
[***]
[***][***][***]
[***][***][***]

EXHIBIT 10.6
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
[***][***][***]
 
 

 
CONFIDENTIAL AND PROPRIETARY
 
Exh B3


EXHIBIT 10.6
EXHIBIT B3
JETBLUE A320 CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A320-200 issue 8.0 dated 20 June 2011

A320 Backlog Aircraft (excluding Group 1 A320 Aircraft)
 
ATA  TITLE  
A320-200 SCNs
[***]
per  aircraft
Estimated BFE Budget
[***]
per aircraft
Comments
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***][***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***][***]
[***]  [***]  [***][***]
57-00  Installation of sharklets  [***]Subject to industrial and certification contraints
72-00  A320-200 engine selection - V2527-A5 at 25,400 lbf (**)  [***]
  TOTAL OF SCNS AND ESTIMATED BFE BUDGET [***] PER AIRCRAFT  [***][***]
[***]
(**) :
The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea level aircraft performance).
It may differ from the nominal thrust that will be eventually indicated by the engine manufacturer.
 
 


EXHIBIT 10.6














 
CONFIDENTIAL AND PROPRIETARY
 
Exh B3
EXHIBIT B4
JETBLUE A320NEO CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A320-200 issue 8.0 dated 20 June 2011

A320 NEO Aircraft
 
LIST OF IRREVOCABLE SCNS ASSOCIATED WITH THE NEO OPTIONS
NB: These options shall be irrevocably part of the A320 NEO specification
      A320-200 NEO
ATA  TITLE  
SCN Budget
$[***]
per aircraft
[***]  [***]  [***]
57-00  Installation of sharklets  [***]
72-00  A320-200 NEO engine selection : CFMI LEAP-X1A26 at 26,300 lbf (**) or PW PW1127G at 26,300 lbf (**)  [***]
  TOTAL OF IRREVOCABLE SCNS - [***] PER AIRCRAFT  [***]
LIST OF ADDITIONAL SCNS
NB: Certain options from this list and currently available Airbus catalogues may not be applicable and/or certified for Aircraft equipped with New Engine Option in 2016 and 2017.

EXHIBIT 10.6
 
      A320-200 NEO
ATA  TITLE  
SCN Budget
[***]
per aircraft
Estimated
BFE Budget
[***]
per aircraft
Comments
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***][***]
[***]  [***]  [***][***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***][***]
[***]  [***]  [***][***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  
[***]
[***]
  [***][***][***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]

EXHIBIT 10.6
[***]  
[***]
[***]
  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***][***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***][***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***]
[***]  [***]  [***][***]

EXHIBIT 10.6
[***]  [***]  [***][***]
  TOTAL OF ADDITIONAL SCNS AND ESTIMATED BFE BUDGET - [***] PER AIRCRAFT  [***] [***] 
  GRAND TOTAL SCN AND BFE BUDGET FOR A320-200 EQUIPPED WITH NEO - [***] PER AIRCRAFT  [***] [***] 
[***]
(**) :
The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea level aircraft performance).
It may differ from the nominal thrust that will be eventually indicated by the engine manufacturer.
 
 


 






 
CONFIDENTIAL AND PROPRIETARY
 
Exh B4



EXHIBIT 10.6

EXHIBIT B5
JETBLUE A321 CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A321-200 issue 5.0 dated 20 June 2011

A321 Backlog Aircraft
 
ATA  TITLE  
A321-200 SCNs
[***]
per aircraft
 
Estimated BFE
Budget
[***]
per aircraft
 Comments
[***]  [***]  [***]  
[***]  [***]  [***]  
[***]  [***]  [***]  [***]
[***]  [***]  [***]  [***]
[***]  [***]  [***]  
[***]  [***]  [***]  
[***]  [***]  [***]  
[***]  [***]  [***]  
[***]  [***]  [***]  
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***]  
[***]  [***]  [***]  
[***]  [***]  [***]  
[***]  [***]  [***]  
[***]  [***]  [***]  
[***]  [***]  [***]  

EXHIBIT 10.6
[***]  
[***]
[***]
[***]
[***]
  [***] [***] 
[***]
[***]
[***]  [***]  [***]  
[***]  [***]  [***]  
[***]  [***]  [***]  
[***]  
[***]
[***]
[***]
[***]
  [***]  
[***]  
[***]
[***]
  [***]  
[***]  [***]  [***]  
[***]  [***]  [***]  
[***]  
[***]
[***]
  [***] [***] 
[***]  [***]  [***]  
[***]  [***]  [***]  
[***]  [***]  [***]  
[***]  [***]  [***]  


 
CONFIDENTIAL AND PROPRIETARY
 
Exh B5

EXHIBIT B5
JETBLUE A321 CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A321-200 issue 5.0 dated 20 June 2011

A321 Backlog Aircraft
 
ATA  TITLE  
A321-200 SCNs
[***]
per aircraft
  
Estimated  BFE
Budget
[***]
per aircraft
  Comments

EXHIBIT 10.6
[***]  [***]  [***]   
[***]  [***]  [***]   
[***]  [***]  [***]   
[***]  [***]  [***]   
[***]  [***]  [***]   
[***]  [***]  [***]   
[***]  [***]  [***]   
[***]  [***]  [***]   
[***]  [***]  [***]   
[***]  [***]  [***]   
[***]  [***]  [***]   
[***]  [***]  [***]   
[***]  [***]  [***]   [***]   
[***]  [***]  [***]   
[***]  [***]  [***]   
[***]  [***]  [***]   
[***]  [***]  [***]   [***]
[***]  [***]  [***]   [***]
57-00  Installation of sharklets  [***]   Subject to industrial and certification contraints
72-00  A321-200 engine selection - V2533-A5 at [***] (***)  Install : Incl. in A/F PriceEng : Engine Manufacturer   
  TOTAL OF SCNS AND ESTIMATED BFE BUDGET - [***] PER AIRCRAFT  [***]   [***]  

EXHIBIT 10.6
[***]
(***) :
The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea level aircraft performance).
It may differ from the nominal thrust that will be eventually indicated by the engine manufacturer.
Additional options for considerations
ATA
  
TITLE
  
A321-200 SCNs
[***]
per aircraft
 
Estimated BFE
Budget
[***]
per aircraft
  
Comments
[***]
  
[***]
  
[***]
 

  
[***]

 
CONFIDENTIAL AND PROPRIETARY
 
Exh B5
EXHIBIT B6
JETBLUE A320 CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A320-200 issue 6.0 dated 31st January 2005

Group 1 A320 Aircraft
 
EPAC/TDU  TITLE  SCN ref 
A320-200 SCNs
[***]
per aircraft
 Comments
[***]  [***]  [***] [***] 
[***]  [***]  [***]  [***]
[***]  [***]  [***]  [***]
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] [***]
[***]  [***]  [***]  [***]
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 

EXHIBIT 10.6
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
 
 






 
CONFIDENTIAL AND PROPRIETARY
 
Exh B6



EXHIBIT 10.6
EXHIBIT B6
JETBLUE A320 CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A320-200 issue 6.0 dated 31st January 2005

Group 1 A320 Aircraft
 
EPAC/TDU  TITLE  SCN ref 
A320-200 SCNs
[***]
per aircraft
 Comments
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] [***]
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
 

EXHIBIT 10.6
 







 
CONFIDENTIAL AND PROPRIETARY
 
Exh B6



EXHIBIT 10.6
EXHIBIT B6
JETBLUE A320 CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A320-200 issue 6.0 dated 31st January 2005

Group 1 A320 Aircraft
 
EPAC/TDU  TITLE  SCN ref 
A320-200 SCNs
[***]
per aircraft
 Comments
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] [***]
[***]  [***]  [***] [***] [***]
[***]  [***]  [***]  [***]
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
 

EXHIBIT 10.6








 
CONFIDENTIAL AND PROPRIETARY
 
Exh B6



EXHIBIT 10.6
EXHIBIT B6
JETBLUE A320 CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A320-200 issue 6.0 dated 31st January 2005

Group 1 A320 Aircraft
 
EPAC/TDU  TITLE  SCN ref 
A320-200 SCNs
[***]
per aircraft
 Comments
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] [***]
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] [***]
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
 

EXHIBIT 10.6
 









 
CONFIDENTIAL AND PROPRIETARY
 
Exh B6
EXHIBIT B6
JETBLUE A320 CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A320-200 issue 6.0 dated 31st January 2005

Group 1 A320 Aircraft
 
EPAC/TDU  TITLE  SCN ref 
A320-200 SCNs
[***]
per aircraft
 Comments
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
[***]  [***]  [***] [***] 
  TOTAL OF SCNS BUDGET - $US [***] PER AIRCRAFT   [***] 
 







EXHIBIT 10.6



 
 






 
CONFIDENTIAL AND PROPRIETARY
 
Exh B6



EXHIBIT 10.6
EXHIBIT C
 
PART 1
SELLER PRICE REVISION FORMULA
 1.1
Base Prices
The Base Price as quoted in Clause 3.1 of the Agreement is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics, and in accordance with the provisions hereof.
 1.2
Base Period
The Airframe Base Price has been established in accordance with the average economic conditions prevailing in December 2008, January 2009, February 2009 and corresponding to a theoretical delivery in January 2010 as defined by “ECIb” and “ICb” index values indicated hereafter.
 1.3
Indexes
Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter referred to as “ECI336411W”, quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS”, and found in: Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group”, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100).
The quarterly value released for a certain month (March, June, September and December) shall be the one deemed to apply for the two (2) preceding months.
Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I.
Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI Detailed report” (found in Table 6. “Producer price indexes and percent changes for commodity groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100).
Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15.
 1.4
[***]
 1.5
General Provisions
 1.5.1
Rounding
The Labor Index average and the Material Index average shall be computed to the first decimal. If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next higher figure.
Each quotient shall be rounded to the nearest then thousandth (4 decimals). If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next higher figure.

EXHIBIT 10.6
The final factor shall be rounded to the nearest ten thousandth (4 decimals).
The final price shall be rounded to the nearest whole number (0.5 or more rounded to 1).
 
1.5.2
Substitution of Indexes for Airbus Price Revision Formula
If;
(i) the United States Department of Labor substantially revises the methodology of calculation of the Labor Index or the Material Index as used in the Airbus Price Revision Formula, or
(ii) the United States Department of Labor discontinues, either temporarily or permanently, such Labor Index or such Material Index, or
(iii) the data samples used to calculate such Labor Index or such Material Index are substantially changed;
The Seller shall select a substitute index for inclusion in the Airbus Price Revision Formula (the “Substitute Index”).
The Substitute Index shall reflect as closely as possible the actual variance of the Labor Costs or of the material costs used in the calculation of the original Labor Index or Material Index as the case may be.
As a result of the selection of the Substitute Index, AIRBUS shall make an appropriate adjustment to the Airbus Price Revision Formula to combine the successive utilization of the original Labor Index or Material Index (as the case may be) and of the Substitute Index.
 1.5.3
Final Index Values
The index values as defined in Clause 1.4. hereof shall be considered final and no further adjustment to the basic prices as revised at delivery of the Aircraft shall be made after Aircraft delivery for any subsequent changes in the published index values.
 1.5.4
Limitation
Should the sum [***]
 PART 2
CFM INTERNATIONAL PRICE REVISION FORMULA
(APPLICABLE TO ENGINES ON A319 NEO AIRCRAFT, A320 NEO AIRCRAFT AND A321 NEO AIRCRAFT)
 2.1
Propulsion System Reference Price
The “Reference Price” for a set of two (2)
CFM LEAP X-1A24 engines is US$[***] (US dollars – [***]),
CFM LEAP X-1A26 engines is US$[***] (US dollars [***]), and
CFM LEAP X-1A32 engines is US$[***] (US dollars – [***]).

EXHIBIT 10.6
The Reference Price applies to the engine type as specified in the Clause 2.3.2(i) of the Agreement.
The Reference Price is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics and in accordance with the provisions of Clauses 2.4 and 2.5 hereof.
 2.2
Reference Period
The Reference Price for a set of two (2) CFM LEAP-X engines has been established in accordance with the economic conditions prevailing for a theoretical delivery in [***] as defined by CFM INTERNATIONAL by the Reference Composite Price Index (CPI) [***].
 2.3
Indexes
Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter referred to as “ECI336411W”, quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS”, and found in: Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group”, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100, hereinafter multiplied by [***] and rounded to the first decimal place).
The quarterly value released for a certain month (March, June, September and December) shall be the one deemed to apply for the two preceding months.
Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I
Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI detailed report” (found in Table 6. “Producer price indexes and percent changes for commodity groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100).
Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15.
 2.4
Revision Formula
[***].
  2.5
General Provisions
 2.5.1
Roundings
(i) The Material index average ([***]) shall be rounded to the nearest second decimal place and the labor index average ([***]) shall be rounded to the nearest first decimal place.
(ii) CPIn shall be rounded to the nearest second decimal place.
(iii) The final factor ([***]) shall be rounded to the nearest third decimal place.
If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next higher figure. After final computation [***] shall be rounded to the nearest whole number (0.5 rounds to 1).

EXHIBIT 10.6
 2.5.2
Final Index Values
The revised Reference Price at the date of Aircraft Delivery shall not be subject to any further adjustments in the indexes.
 2.5.3
Interruption of Index Publication
If the US Department of Labor substantially revises the methodology of calculation or discontinues any of these indexes referred to hereabove, AIRBUS shall reflect the substitute for the revised or discontinued index selected by CFM INTERNATIONAL, such substitute index to lead in application to the same adjustment result, insofar as possible, as would have been achieved by continuing the use of the original index as it may have fluctuated had it not been revised or discontinued.
Appropriate revision of the formula shall be made to accomplish this result.
 2.5.4
Annulment of the Formula
Should the above escalation provisions become null and void by action of the US Government, the Reference Price shall be adjusted due to increases in the costs of labor and materiel which have occurred from the period represented by the applicable Reference Composite Price Index to the twelfth (12th) month prior to the scheduled month of Aircraft Delivery.
 2.5.5
Limitation
Should the ratio [***].
 PART 3
INTERNATIONAL AERO ENGINES PRICE REVISION FORMULA
(APPLICABLE TO ENGINES ON THE A319 BACKLOG AIRCRAFT, A320 BACKLOG AIRCRAFT, A321 BACKLOG AIRCRAFT AND GROUP 1 A320 AIRCRAFT)
 3.1
Propulsion Systems Reference Price
The “Reference Price” for a set of two (2)
IAE V2524-A5 engines is US[***] (US dollars – [***]),
IAE V2527-A5 engines is US$[***] (US dollars – [***]),
IAE V2533-A5 engines is USD [***] (US dollars – [***]).
The Reference Price applies to the Engine type as specified in Clauses 2.3.1 and 2.3.3 of the Agreement.
This Reference Price is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics, and in accordance with the provisions hereof.
 .2
Reference Period

EXHIBIT 10.6
The above Reference Price has been established in accordance with the averaged economic conditions prevailing in June 2005, July 2005 and August 2005 (delivery conditions January 2006), as defined, according to INTERNATIONAL AERO ENGINES by the [***] and [***], index values indicated in Clause 3.4. hereof.
 3.3
Indexes
Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter referred to as “ECI336411W”, quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS”, and found in: Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group”, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100).
The quarterly value released for a certain month (March, June, September and December) shall be the one deemed to apply for the two preceding months.
 Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I.
Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI detailed report” (found in Table 6. “Producer price indexes and percent changes for commodity groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100).
Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15.
 3.4
Revision Formula
[***]
 3.5
General Provisions
 3.5.1
Roundings
(i) [***] and ICn shall be calculated to the nearest tenth (1 decimal).
(ii) Each quotient ([***]) shall be calculated to the nearest ten-thousandth (4 decimals).
(iii) The final factor shall be rounded to the nearest ten-thousandth (4 decimals).
If the next succeeding place is five (5) or more the preceding decimal place shall be raised to the nearest higher figure.
After final computation [***] shall be rounded to the nearest whole number (0.5 rounds to 1).
 3.5.2
Final Index Values
The revised Reference Price at the date of Aircraft delivery shall be the final price and shall not be subject to any further adjustments in the indexes.
If no final index values are available for any of the applicable month, the then published preliminary figures shall be the basis on which the Revised Reference Price shall be computed.

EXHIBIT 10.6
 3.5.3
Interruption of Index Publication
If the US Department of Labor substantially revises the methodology of calculation or discontinues any of these indexes referred to hereabove, AIRBUS shall reflect the substitute for the revised or discontinued index selected by INTERNATIONAL AERO ENGINES, such substitute index to lead in application to the same adjustment result, insofar as possible, as would have been achieved by continuing the use of the original index as it may have fluctuated had it not been revised or discontinued.
Appropriate revision of the formula shall be made to accomplish this result.
 3.5.4
Annulment of Formula
Should the above escalation provisions become null and void by action of the US Government, the Reference Price shall be adjusted due to increases in the costs of labor and materiel which have occurred from the period represented by the applicable Reference Price Indexes to the fifth (5th), sixth (6th) and seventh (7th) month prior to the scheduled Aircraft delivery.
 3.5.5
Limitation
Should the revised Reference Price [***], the final price shall be [***].
 PART 4
PRATT AND WHITNEY PRICE REVISION FORMULA
(APPLICABLE TO ENGINES ON A319 NEO AIRCRAFT, A320 NEO AIRCRAFT, AND A321 NEO AIRCRAFT)
 4.1
Propulsion Systems Reference Price
The “Reference Price” for a set of two (2)
PW1124G engines is US$[***] (US dollars – [***]),
PW1127G engines is US$[***] (US dollars – [***]), and
PW1133G engines is US$[***] (US dollars – [***]).
The Reference Price is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics, and in accordance with the provisions hereof.
 4.2
Base Period
The Reference Price has been established in accordance with the average economic conditions prevailing in December 2008, January 2009, February 2009 and corresponding to a theoretical delivery in January 2010 as defined by “[***]”, “[***]” and “[***]” index values indicated hereafter.
 4.3
Indexes

EXHIBIT 10.6
Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter referred to as “ECI336411W”, quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS”, and found in Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group”, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100).
The quarterly value released for a certain month (March, June, September and December) shall be the one deemed to apply for the two preceding months.
Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I.
 Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI Detailed Report” (found in Table 6. “Producer Price indexes and percent changes for commodity and service groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100).
Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15
Metal Index: “Metals and metal products” Code 10” (hereafter referred to as “C10”) as published in “PPI Detailed Report” (found in Table 6. “Producer Price indexes and percent changes for commodity and service groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publications title and/or table). (Base 1982 = 100).
Index code for access on the Web site of the US Bureau of Labor Statistics: WPU10.
 4.4
Revision formula
[***]
 4.5
General Provisions
 4.5.1
Roundings
The Labor Index average, the Material Index average, and the Metal Index average shall be computed to the first decimal. If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next higher figure.
Each quotient ([***]), ([***]) and ([***]) shall be rounded to the nearest ten-thousandth (4 decimals). If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next higher figure.
The final factor shall be rounded to the nearest ten-thousandth (4 decimals).
The final price shall be rounded to the nearest whole number (0.5 or more rounded to 1).
 4.5.2
Substitution of Indexes for Price Revision Formula
If:

EXHIBIT 10.6
  
(i)
the United States Department of Labor substantially revises the methodology of calculation of the Labor Index , the Material Index, or the Metal Index as used in the Price Revision Formula, or
 
(ii)
the United States Department of Labor discontinues, either temporarily or permanently, such Labor Index , such Material Index, or such Metal Index, or
  
(iii)
the data samples used to calculate such Labor Index , such Material Index, or such Metal Index are substantially changed;
Pratt and Whitney shall select a substitute index for inclusion in the Price Revision Formula (the “Substitute Index”) and AIRBUS shall reflect such Substitute Index.
The Substitute Index shall reflect as closely as possible the actual variance of the labor costs, of the material costs, or of the metal costs used in the calculation of the original Labor Index, Material Index, or Metal Index as the case may be.
 As a result of the selection of the Substitute Index, an appropriate adjustment to the Price Revision Formula shall be performed, to combine the successive utilization of the original Labor Index, Material Index or Metal Index (as the case may be) and of the Substitute Index.
 4.5.3
Final Index Values
The Index values as defined in Clause 4 above shall be considered final and no further adjustment to the adjusted Reference Price as revised at Aircraft Delivery (or payment of such revised amounts, as the case may be) shall be respectively made after Aircraft Delivery (or payment of such adjusted amounts, as the case may be) for any subsequent changes in the published Index values.
 4.5.4
Limitation
Should the sum of [***].


EXHIBIT 10.6
 EXHIBIT D
CERTIFICATE OF ACCEPTANCE
In accordance with the terms of [clause [—]] of the purchase agreement dated [day] [month], 2011 and made between JetBlue Airways Corporation (the “Customer”) and Airbus S.A.S. as amended and supplemented from time to time (the “Purchase Agreement”), the technical acceptance tests relating to one Airbus A3[—]-[—] aircraft, bearing manufacturer’s serial number [—], and registration mark [—](the “Aircraft”) have taken place in [Blagnac/Hamburg].
In view of said tests having been carried out with satisfactory results, the Customer, [as agent of [insert the name of the lessor/SPC] (the “Owner”) pursuant to the [purchase agreement assignment] dated [day] [month] [year], between the Customer and the Owner] hereby approves the Aircraft as being in conformity with the provisions of the Purchase Agreement and accepts the Aircraft for delivery in accordance with the provisions of the Purchase Agreement.
Such acceptance shall not impair the rights that may be derived from the warranties relating to the Aircraft set forth in the Purchase Agreement.
Any right at law or otherwise to revoke this acceptance of the Aircraft is hereby irrevocably waived.
IN WITNESS WHEREOF, the Customer, [as agent of the Owner] has caused this instrument to be executed by its duly authorized representative this      day of [month], [year] in [Blagnac/Hamburg].
 
CUSTOMER [as agent of OWNER]

Name:

Title:

Signature:
 


EXHIBIT 10.6
EXHIBIT E
BILL OF SALE
Know all men by these presents that Airbus S.A.S., a Société par Actions Simplifiée existing under French law and having its principal office at 1 rond-point Maurice Bellonte, 31707 Blagnac Cedex, FRANCE (the “Seller”), was this [day] [month] [year] the owner of the title to the following airframe (the “Airframe”), the [engines/propulsion systems] as specified (the “[Propulsion System]”) and [all appliances, components, parts, instruments, accessories, furnishings, modules and other equipment of any nature], [excluding buyer furnished equipment (“BFE”),] incorporated therein, installed thereon or attached thereto on the date hereof (the “Parts”):
 



AIRFRAME:
 
[PROPULSION SYSTEM]:
AIRBUS Model A3[—]-[—] [Insert name of engine or propulsion system manufacturer] Model [—]
MANUFACTURER’S
SERIAL NUMBER: [—]
 
ENGINE SERIAL NUMBERS:
LH: [—]
RH: [—]


REGISTRATION MARK: [—]
 

[and [had] such title to the BFE as was acquired by it from [insert name of vendor of the BFE] pursuant to a bill of sale dated      [month] [year] (the “BFE Bill of Sale”)].
The Airframe, [Engines/Propulsion Systems] and Parts are hereafter together referred to as the “Aircraft”.
The Seller did this      day of [month] [year], sell, transfer and deliver all of its above described rights, title and interest in and to the Aircraft [and the BFE] to the following entity and to its successors and assigns forever, said Aircraft [and the BFE] to be the property thereof:
[Insert Name/Address of Buyer]
(the “Buyer”)

The Seller hereby warrants to the Buyer, its successors and assigns that it had [(i)] good and lawful right to sell, deliver and transfer title to the Aircraft to the Buyer and that there was conveyed to the Buyer good, legal and valid title to the Aircraft, free and clear of all liens, claims, charges, encumbrances and rights of others and that the Seller will warrant and defend such title forever against all claims and demands whatsoever [and (ii) such title to the BFE as Seller has acquired from [insert name of vendor of the BFE] pursuant to the BFE Bill of Sale].
This Bill of Sale shall be governed by and construed in accordance with the laws of [same governing law as the Purchase Agreement].
IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized representative this      day of [month], [year] in [Blagnac/Hamburg].

EXHIBIT 10.6
AIRBUS S.A.S.
Name:
Title:
Signature:


EXHIBIT 10.6
EXHIBIT F
S E R V I C E    L I F E    P O L I C Y
L I S T    O F    I T E M S
 


EXHIBIT 10.6
EXHIBIT F
SELLER SERVICE LIFE POLICY
 
1
The Items covered by the Service Life Policy pursuant to Clause 12.2 are those Seller Items of primary and auxiliary structure described hereunder.
[***]
 


EXHIBIT 10.6
EXHIBIT G
TECHNICAL DATA INDEX
 


EXHIBIT 10.6
EXHIBIT G
TECHNICAL DATA INDEX
Where applicable data will be established in general compliance with ATA 100 Information Standards for Aviation Maintenance, and the applicable provisions for digital standard of ATA Specification 2200 (iSpec2200).
The following index identifies the Technical Data provided in support of the Aircraft.
The explanation of the table is as follows:
 
NOMENCLATURE Self-explanatory.
ABBREVIATED DESIGNATION (Abbr) Self-explanatory.
AVAILABILITY (Avail) 
Technical Data can be made available :
 
• ON-LINE (ON) through the relevant service on AirbusWorld,
and / or
 
• OFF-LINE (OFF) through the most suitable means applicable to the size of the concerned document (e.g CD or DVD).
FORMAT (Form)
Following Technical Data formats may be used:
 
• SGML - Standard Generalized Mark-up Language, which allows further data processing by the Buyer.
 
• XML - Extensible Mark-up Language, evolution of the SGML text format to cope with WEB technology requirements.
 
 • XML is used for data processing. Processed data shall be consulted through the e-doc Viewer FOCT - Flight Operations Consultation Tool.
 
 • XML data may be customized using Airbus customization tools (Flight Operations Documentation Manager , ADOC) or the Buyer’s own XML based editing tools.
 
• CGM - Computer Graphics Metafile, format of the interactive graphics associated with the XML and /or SGML text file delivery.
 
• PDF (PDF) - Portable Document Format allowing data consultation.


EXHIBIT 10.6
EXHIBIT G
 
• Advanced Consultation Tool - refers to Technical Data consultation application that offers advanced consultation & navigation functionality compared to PDF. Both browser software & Technical Data are packaged together.
 
• P1 / P2 - refers to manuals printed on one side or both sides of the sheet.
 
• CD-P - refers to CD-Rom including Portable Document Format (PDF) Data.
 
• CD-XML - Refers to CD-Rom including XML data
 
TYPE  C CUSTOMIZED. Refers to manuals that are applicable to an individual Airbus customer/operator fleet or aircraft.
            G      GENERIC. Refers to manuals that are applicable for all Airbus aircraft types/models/series.
            E      ENVELOPE. Refers to manuals that are applicable to a whole group of Airbus customers for a specific aircraft type/model/series.
QUANTITY (Qty) Self-explanatory for physical media.
DELIVERY (Deliv) 
Delivery refers to scheduled delivery dates and is expressed in either the number of corresponding days prior to first Aircraft delivery, or nil (0) referring to the Delivery Date of corresponding Aircraft.
 
The number of days indicated shall be rounded up to the next regular revision release date.
 


EXHIBIT 10.6
EXHIBIT G
OPERATIONAL MANUALS AND DATA
 
NOMENCLATURE  Abbr  Avail  Form  Type  Qty Deliv Comments
Flight Crew Operating Manual  FCOM  ON  XML  C  [***] [***] 
    OFF  CD-XML  C  [***] [***] 
Flight Crew Training Manual  FCTM  ON  XML  C  [***] [***] FCTM is a supplement to FCOM, a “Pilot’s guide” for use in training and in operations
    OFF  CD-XML  C  [***] [***] 
Cabin Crew Operating Manual  CCOM  ON  XML  C  [***] [***] 
    OFF  CD-XML  C  [***] [***] 
Flight Manual  FM  ON  XML  C  [***] [***] 
    OFF  CD-XML  C  [***] [***] 
    OFF  PDF  C  [***] [***] *PDF secure format integrated in the FOCT viewer, used for loading on board aircraft EFB, in agreement with Airworthiness Authorities.
 
 


EXHIBIT 10.6
EXHIBIT G
OPERATIONAL MANUALS AND DATA
 
NOMENCLATURE  Abbr  Avail  Form  Type  Qty Deliv Comments
Master Minimum Equipment List  MMEL  ON  XML  C  [***] [***] 
    OFF  CD-XML  C  [***] [***] 
Quick Reference Handbook  QRH  ON  XML  C  [***] [***] 
    OFF  CD-XML  C  [***] [***] 
Trim Sheet  TS  OFF  Electronic
format		  C  [***] [***] 
Transferred to the Buyer by electronic mail (MS Word or PDF or TIFF).
 
Note: additional document provided by the Seller : IATA Airport Handing Manual / AHM sections 515, 516, 560.
Weight and Balance Manual  WBM  ON  XML  C  [***] [***] 
    OFF  CD-XML  C  [***] [***] 
Performance Engineer’s Programs  PEP  ON  Performance
Computation
Tool		  C  [***] [***] A collection of aircraft performance software tools in a common interface.
    OFF  Performance
Computation
Tool on CD		  C  [***] [***] 
Performance Programs Manual  PPM  OFF  CD-P  C  [***] [***] 
 
 


EXHIBIT 10.6
EXHIBIT G
MAINTENANCE AND ASSOCIATED MANUALS
 
NOMENCLATURE  Abbr  Avail  Form  Type  Qty Deliv Comments
AirN@v / Maintenance, including :
Aircraft Maintenance Manual - AMM
Illustrated Parts Catalog (Airframe)- IPC
Illustrated Parts Catalog (Powerplant)- PIPC*
Trouble Shooting Manual - TSM
Aircraft Schematics Manual - ASM
Aircraft Wiring Lists - AWL
Aircraft Wiring Manual- AWM
Electrical Standard Practices Manual-ESPM
  
AirN@v /
Maintenance
  ON  Advanced
Consultation
Tool		  C  [***] [***] 
    OFF  Advanced
Consultation
Tool on
DVD		  C  [***] [***] 
AirN@v / Associated Data
Consumable Material List - CML
Standards Manual - SM
Electrical Standard Practices Manual - ESPM
Tool and Equipment Manual – TEM (*)
  
AirN@v /
Associated
Data
  ON  Advanced
Consultation
Tool		  G  [***] [***] * including Tool and Equipment Manual / Index & Support Equipment Summary data
    OFF  Advanced
Consultation
Tool on
DVD		  G  [***] [***] 
Technical Follow-up  TFU  ON  PDF  E  [***] [***] TFU for trouble shooting & maintenance, to be used with AirN@v
Aircraft Maintenance Manual  AMM  ON  SGML  C  [***] [***] 
    OFF  SGML  C  [***] [***] 
 
 


EXHIBIT 10.6

EXHIBIT G
MAINTENANCE AND ASSOCIATED MANUALS
 
NOMENCLATURE  Abbr  Avail  Form  Type  Qty Deliv Comments
Aircraft Schematics Manual  ASM  ON  SGML  C  [***] [***] 
Available from the Technical Data Download Service on AirbusWorld (Graphics in CGM, compliant with iSpec 2200 )
    OFF  SGML  C  [***] [***] 
Aircraft Wiring list  AWL  ON  SGML  C  [***] [***] 
Available from the Technical Data Download Service on AirbusWorld (Graphics in CGM, compliant with iSpec 2200 )
    OFF  SGML  C  [***] [***] 
Aircraft Wiring Manual  AWM  ON  SGML  C  [***] [***] 
Available from the Technical Data Download Service on AirbusWorld (Graphics in CGM, compliant with iSpec 2200 )
    OFF  SGML  C  [***] [***] 
Consumable Material List  CML  OFF  SGML  G  [***] [***] 
Ecam System Logic Data  ESLD  ON  PDF  E  [***] [***] 
    OFF  CD-P  E  [***] [***] 
 
 


EXHIBIT 10.6
EXHIBIT G
MAINTENANCE AND ASSOCIATED MANUALS
 
NOMENCLATURE  Abbr  Avail  Form Type  Qty Deliv Comments
Electrical Load Analysis  ELA  OFF  PDF/MS
Word Excel		 C  [***] [***] One ELA supplied for each Aircraft, delivered one month after first Aircraft Delivery PDF File + Office automation format RTF & Excel file delivered on one single CD for ELA updating by the Buyer
Electrical Standard Practices Manual  ESPM  OFF  SGML G  [***] [***] 
Electrical Standard Practices booklet  ESP  OFF  P2* G  [***] [***] * Pocket size format booklet, which provides maintenance personnel with quick and easy access for the identification of electrical equipment and the required tooling.
Flight Data Recording Parameter Library  FDRPL  OFF  Advanced
Consultation
Tool on CD		 E  [***] [***] 
Illustrated Parts Catalog (Airframe)  IPC  ON  SGML C  [***] [***] 
Available from the Technical Data Download Service on AirbusWorld (Graphics in CGM, compliant with iSpec 2200 )
    OFF  SGML C  [***]  

EXHIBIT 10.6
Illustrated Parts Catalog (Powerplant)  PIPC  ON  PDF C  [***] [***] Supplied by Propulsion Systems Manufacturer concurrently with the Airframe IPC.
    OFF  CD-P C  [***] [***] 
AirN@v / Planning, including
Maintenance Planning Document - MPD
  AirN@v/
Planning		  ON  Advanced
Consultation
Tool		 E  [***] [***] 
In addition to MPD in AirN@v consultable format, AirN@v / Planning includes additional MPD files in the following downloadable formats: - PDF format
 
- MS XLS ( Excel) format
 
- TSDF / Text Structured Data File format (specific ASCII for MIS and Database upload )
 
- SGML format for further processing
 
Life Limited Parts information is included in the Airworthiness Limitation Section (ALS)
    OFF  Advanced
Consultation
Tool on DVD		 E  [***] [***] 
 
 


EXHIBIT 10.6
EXHIBIT G
MAINTENANCE AND ASSOCIATED MANUALS
 
NOMENCLATURE  Abbr  Avail  Form  Type  Qty  Deliv Comments
Maintenance Review Board Report - MRBR
Airworthiness Limitation Section - ALS
  
MRBR
ALS
  ON  PDF  E  [***]  [***] 
Tool & Equipment Bulletins  TEB  ON  PDF  E  [***]  [***] 
Tool and Equipment Drawings  TED  ON  Advanced Consultation Tool  E  [***]  [***] 
AirN@v / Engineering, including:
Airworthiness Directives - AD
European Airworthiness Directives - EUAD
(incl. French DGAC AD’s)
All Operator Telex - AOT
Operator Information Telex - OIT
Flight Operator Telex - FOT
Modification - MOD
Modification Proposal - MP
Service Bulletin - SB
Service Information Letter - SIL
Technical Follow-Up - TFU
Vendor Service Bulletin - VSB
  AirN@v/ Engineering  ON  Advanced Consultation Tool  C  [***]  [***] AirN@v Engineering is an electronic index used for identification of the references and links between the Seller’s and Suppliers’ engineering documents
    OFF  Advanced Consultation Tool on DVD  C  [***]  [***] 
Trouble Shooting Manual  TSM        [***]  [***] 
    ON  SGML  C  [***]  [***] 
Available from the Technical Data Download Service on AirbusWorld (Graphics in CGM, compliant with iSpec 2200)
    OFF  SGML  C  [***]  [***] Effective CD delivery will only take place upon the Buyer’s express request.
 
 

EXHIBIT 10.6


EXHIBIT 10.6
EXHIBIT G
STRUCTURAL MANUALS
 
NOMENCLATURE  Abbr  Avail  Form  Type  Qty  Deliv Comments
AirN@v / Repair, including:
Structural Repair Manual (*) - SRM
Non Destructive Testing Manual - NTM
  AirN@v / Repair  ON  Advanced Consultation Tool  E  [***]  [***] 
    OFF  Advanced Consultation Tool on DVD  E  [***]  [***] 
Structural Repair Manual  SRM  ON  SGML  E  [***]   
    OFF  SGML  E  [***]   
Non Destructive Testing Manual  NTM  ON  SGML  E  [***]  [***] 
    OFF  SGML  E  [***]  [***] 
 
 


EXHIBIT 10.6
EXHIBIT G
OVERHAUL DATA
 
NOMENCLATURE  Abbr  Avail  Form  Type  Qty  Deliv Comments
AirN@v / Workshop, including:
Component Maintenance Manual Manufacturer - CMMM
Duct Fuel Pipe Repair Manual - DFPRM
  AirN@v / Workshop  ON  Advanced Consultation Tool  E  [***]  [***] 
    OFF  Advanced Consultation Tool on DVD  E  [***]  [***] 
Component Maintenance Manual Manufacturer  CMMM  ON  SGML  E  [***]  [***] 
    OFF  SGML  E  [***]  [***] 
Component Maintenance Manual Vendor  CMMV  OFF  CD-P  E  [***]  [***] * Vendor Supply in digital PDF format.
    ON  PDF  E  [***]  [***] Available from the “Supplier Technical Documentation On-Line Service” in AirbusWorld
Component Documentation Status  CDS  OFF  CD  C  [***]  [***] Revised until 180 days after first Aircraft Delivery
Component Evolution List  CEL  ON  PDF  G  [***]  [***] 
    OFF  CD-P  G  [***]  [***] 
 
 


EXHIBIT 10.6
EXHIBIT G
ENGINEERING DOCUMENTS
 
NOMENCLATURE  Abbr  Avail  Form  Type  Qty  Deliv Comments
Mechanical Drawings, including the Drawing Picture, Parts List / Parts Usage  MD  ON  Advanced Consultation Tool  C  [***]  [***] 
Seller Installation, Assembly and Detailed part Drawings for Structure & System installations, fitted on the Buyer’s fleet or Aircraft . They cover the Aircraft “as designed”, ie in its original configuration at first Aircraft Delivery.
Repair drawings are supplied upon specific Buyer request.
Buyer’s queries shall be issued in connection with an approved document: SB, SRM or RAS (Repair Assessment Sheet)
Mechanical Drawings include:
2D Drawing sheets
Parts List / Parts Usage (in PDF).
Standards Manual  SM  ON  SGML  G  [***]  [***] 
    OFF  SGML  G  [***]  [***] 
Process and Material Specification  PMS  ON  PDF  G  [***]  [***] 
    OFF  CD-P  G  [***]  [***] 
 


EXHIBIT 10.6
EXHIBIT G
MISCELLANEOUS PUBLICATIONS
NOMENCLATURE  Abbr  Avail  Form  Type  Qty  Deliv Comments
Airplane Characteristics for Airport Planning - AC
Maintenance Facility Planning - MFP
  AC/MFP  ON  PDF  E  [***]  [***] Available On-Line in AirbusWorld
    OFF  CD-P  E  [***]  [***] 
Grouped on one single CD
Fallback solution to the on-line AC / MFP
ATA 100 Index  ATI  ON  PDF  E  [***]  [***] 6 Digits ATA 100 Index
C@DETS /Technical Data Training Courseware and Software  C@DETS  ON  Advanced Consultation Tool on CD  G  [***]  [***] 
Technical Data self-tutorial training which provides basic familiarization tailored for Maintenance and Engineering personnel.
It is AirN@v Services oriented and available on AirbusWorld for downloading by module as required.
    OFF  Advanced Consultation Tool  G  [***]  [***] 
Aircraft Recovery Manual  ARM  ON  PDF  E  [***]  [***] 
    OFF  CD-P  E  [***]  [***] 
Aircraft Rescue & Firefighting Chart  ARFC  ON  PDF  E  [***]  [***] Chart can be downloaded from AirbusWorld either in TIFF or PDF format
    OFF  P1  E  [***]  [***] Full size charts, which are available in poster format (530 x 640 mm)
Cargo Loading System Manual  CLS  ON  PDF  E  [***]  [***] 
    OFF  CD-P  E  [***]  [***] One CLS per delivered Aircraft

EXHIBIT 10.6
List of Effective Technical Data  LETD  ON  PDF  C  [***]  [***] 
The LETD provides, for each Technical Data, information about:
 
- Applicable issue and revision date,
 
- Shipping information with search functions by manual or delivery address criteria,
 
- Tracking of shipments through the Carrier Website.
List of Radioactive and Hazardous Elements  LRE  ON  PDF  G  [***]  [***] 
    OFF  CD-P  G  [***]  [***] 
 
 


EXHIBIT 10.6


EXHIBIT G
MISCELLANEOUS PUBLICATIONS
 
NOMENCLATURE  Abbr  Avail  Form  Type  Qty  Deliv Comments
Service Bulletins  SB  ON  Advanced Consultation Tool  C  [***]  [***] Full SB content and SB search functions are available from AirN@v / Engineering on AirbusWorld
    OFF  CD-P  C  [***]  [***] CD available for simplified SBs only
Supplier Product Support Agreements 2000  SPSA  ON  PDF  G  [***]  [***] 
Transportability Manual  TM  OFF  CD-P  G  [***]  [***] 
Vendor Information Manual +
Aircraft On Ground & Repair Guide
  VIM + AOG & RG  ON  
Advanced Consultation
Tool
  G  [***]  [***] Combined Vendor Information Manual and Aircraft On Ground & Repair Guide. It supplies information on Supplier Support locations, Repair Stations, stock locations and distributors around the world for Airbus Customers.
 


EXHIBIT 10.6
EXHIBIT H
M A T E R I A L
S U P P L Y AND S E R V I C E S
 
1.GENERAL
 
1.1Scope
 
1.1.1This Exhibit H sets forth the terms and conditions for the support and services offered by the Seller to the Buyer with respect to Material (as defined below).
 
1.1.2References made to Articles will be deemed to refer to articles of this Exhibit H unless otherwise specified.
 
1.1.3For purposes of this Exhibit H:
 
1.1.4
the term “Supplier” will mean any supplier providing any of the Material listed in Article 1.2.1 and the term “Supplier Part” will mean an individual item of Material.
 
1.1.5
The term “SPEC 2000” means the “E-Business Specification for Materiels Management” document published by the Air Transport Association of America.
 
1.2Material Categories
 
1.2.1
Each of the following constitutes “Material” for purposes of this Exhibit H:
 
 (i)Seller parts;
 
 (ii)Supplier Parts classified as Repairable Line Maintenance Parts (as defined in SPEC 2000);
 
 (iii)Supplier Parts classified as Expendable Line Maintenance Parts (as defined in SPEC 2000);
 
 (iv)Seller and Supplier ground support equipment and specific-to-type tools
where “Seller Parts” means Seller’s proprietary parts bearing a part number of the Seller or for which the Seller has the exclusive sales rights.
 

EXHIBIT 10.6
1.2.2Propulsion Systems, engine exchange kits, their accessories and parts for any of the foregoing, are not covered under this Exhibit H.
 
1.3Term
During a period commencing on the date hereof and continuing [***] (the “Term”), the Seller will maintain, or cause to be maintained, a reasonable stock of Seller Parts.
The Seller will use reasonable efforts to obtain a similar service from all Suppliers of Supplier Parts originally installed on an Aircraft at Delivery.

1.4Airbus Material Store
 
1.4.1AACS Spares Center
The Seller has established and will maintain or cause to be maintained, during the Term, a US store (“US Spares Center”). The US Spares Center will be operated twenty-four (24) hours per day, seven (7) days per week, for the handling of AOG and critical orders for Seller Parts
The Seller will make reasonable efforts to deliver Seller Parts to the Buyer from the US Spares Center.
 
1.4.2Material Support Center, Germany
The Seller has established its material headquarters in Hamburg, Germany (the “Airbus Material Center”) and will, during the Term, maintain, or have maintained on its behalf, a central store of Seller Parts. The Airbus Material Center will be operated twenty-four (24) hours per day, seven (7) days per week.
 
1.4.3Other Points of Shipment
 
1.4.3.1
In addition to the AACS Spares Center and the Airbus Material Center, the Seller and its Affiliates operate a global network of regional satellite stores (The “Regional Satellite Stores”). A list of such stores will be provided to the Buyer upon the Buyer’s request.
 
1.4.3.2The Seller reserves the right to effect deliveries from distribution centers other than the US Spares Center or the Airbus Material Center, which may include the Regional Satellite Stores or any other production or Supplier’s facilities.
 
1.5Customer Order Desk
The Seller operates a “Customer Order Desk”, the main functions of which are:
 
 (i)Management of order entries for all priorities, including Aircraft On Ground (“AOG”);
 
 (ii)Management of order changes and cancellations;
 

EXHIBIT 10.6
 (iii)Administration of Buyer’s routing instructions;
 
 (iv)Management of Material returns;
 
 (v)Clarification of delivery discrepancies;
 
 (vi)Issuance of credit and debt notes.
The Buyer hereby agrees to communicate its orders for Material to the Customer Order Desk either in electronic format (SPEC 2000) or via the Internet.
 
1.7Commitments of the Buyer
 
1.7.1During the Term, the Buyer agrees to purchase from
 
 (a)the Seller, AACS or the Seller’s licensee(s) the Seller Parts required for the Buyer’s own needs; or
 
 (b)other operators or purchase Seller Parts from said operators or from distributors, provided said Seller Parts were originally designed by the Seller and manufactured by the Seller or its licensees.
 
1.7.2Subject to the express further agreement of the Seller in relation to Article 1.7.2 (ii) below, the Buyer may manufacture, exclusively for its own use parts, equivalent to Seller Parts, provided, however, that it may only do so in one of the following circumstances:
 
 (i)after expiration of the Term, the concerned Seller Parts are out of stock;
 
 (ii)Seller Parts are needed to perform confirmed AOG repairs upon any Aircraft delivered under the Agreement and are not available from the Seller, its licensees or other approved sources within a lead time shorter than or equal to the time in which the Buyer can manufacture such parts;
 
 (iii)when a Seller Part is identified as “Local Manufacture” in the Illustrated Parts Catalog.
 
1.7.3.1The rights granted to the Buyer in Article 1.7.2 will not in any way be construed as a license, nor will they in any way obligate the Buyer to pay any license fee or royalty, nor will they in any way be construed to affect the rights of third parties.
 

EXHIBIT 10.6
1.7.3.2If the Buyer manufactures any parts pursuant to Article 1.7.2, the Buyer will be solely responsible for such manufacturing and any use made of the manufactured parts, and the confirmation given by the Seller under Article 1.7.2 will not be construed as express or implicit approval either of the Buyer in its capacity as manufacturer of such parts or of the manufactured parts.
The Buyer will also be solely responsible to ensure that such manufacturing is performed in accordance with the relevant procedures and Aviation Authority requirements.
THE SELLER WILL NOT BE LIABLE FOR, AND THE BUYER WILL INDEMNIFY THE SELLER AGAINST, ANY CLAIMS FROM ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT OR NON-CONFORMITY OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY MANUFACTURING OF ANY PART UNDERTAKEN BY THE BUYER UNDER ARTICLE 1.7.2 OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS EXHIBIT H WHETHER SUCH CLAIM IS ASSERTED IN CONTRACT OR IN TORT, OR IS PREMISED ON ALLEGED, ACTUAL, IMPUTED, ORDINARY OR INTENTIONAL ACTS OR OMISSIONS OF THE BUYER.
 
1.7.3.3The Buyer will allocate its own part number to any part manufactured in accordance with Article 1.7.2. The Buyer will under no circumstances be allowed to use the Airbus part number of the Seller Part to which such manufactured part is intended to be equivalent.
 
1.7.3.4The Buyer will not be entitled to sell or lend any part manufactured under the provisions of Article 1.7.3 to any third party.
 
2.INITIAL PROVISIONING
 
2.1Period
The initial provisioning period commences with the Pre-Provisioning Meeting, as defined in Article 2.2.1, and expires on the ninetieth (90th) day after Delivery of the last Aircraft firmly ordered under the Agreement as of the date hereof (“Initial Provisioning Period”).
 
2.2Pre-Provisioning Meeting
 
2.2.1
The Seller will organize a pre-provisioning meeting at AACS Spares Center or at the Airbus Material Center, or at any other agreed location, for the purpose of setting an acceptable schedule and working procedure for the preparation of the initial issue of the Provisioning Data and the Initial Provisioning Conference referred to in Articles 2.3 and 2.4 below (the “Pre-Provisioning Meeting”).
During the Pre-Provisioning Meeting, the Seller will familiarize the Buyer with the provisioning processes, methods and formulae of calculation and documentation.
 
2.2.2The Pre-Provisioning Meeting will take place on an agreed date that is no later than nine (9) months prior to Scheduled Delivery Month of the first Aircraft, allowing a minimum preparation time of eight (8) weeks for the Initial Provisioning Conference.
 
2.3Initial Provisioning Conference

EXHIBIT 10.6
The Seller will organize an initial provisioning conference at the AACS Spares Center or at the Airbus Material Center (the “Initial Provisioning Conference”), the purpose of which will be to agree the material scope and working procedures to accomplish the initial provisioning of Material (the “Initial Provisioning”).
The Initial Provisioning Conference will take place at the earliest eight (8) weeks after Aircraft Manufacturer Serial Number allocation or Contractual Definition Freeze, whichever occurs last and latest six (6) months before the Scheduled Delivery Month of the first Aircraft.
 
2.4Provisioning Data
 
2.4.1
Provisioning data generally in accordance with SPEC 2000, Chapter 1, for Material described in Articles 1.2.1 (i) through 1.2.1 (iii) (“Provisioning Data”) will be supplied by the Seller to the Buyer in the English language, in a format and timeframe to be agreed during the Pre-Provisioning Meeting.
 
2.4.1.1Unless a longer revision cycle has been agreed, the Provisioning Data will be revised every ninety (90) days up to the end of the Initial Provisioning Period.
 

2.4.1.2The Seller will ensure that Provisioning Data is provided to the Buyer in time to permit the Buyer to perform any necessary evaluation and to place orders in a timely manner.
 
2.4.1.3Provisioning Data generated by the Seller will comply with the configuration of the Aircraft as documented three (3) months before the date of issue.
This provision will not cover:
 
 (i)Buyer modifications not known to the Seller,
 
 (ii)other modifications not approved by the Seller’s Aviation Authorities.
 
2.4.2Supplier-Supplied Data
Provisioning Data relating to each Supplier Part (both initial issue and revisions) will be produced by Supplier thereof and may be delivered to the Buyer either by the Seller or such Supplier. It is agreed and understood by the Buyer that the Seller will not be responsible for the substance, accuracy or quality of such data. Such Provisioning Data will be provided in either SPEC 2000 format or any other agreed format.
 
2.4.3Supplementary Data
The Seller will provide the Buyer with data supplementary to the Provisioning Data, comprising local manufacture tables, ground support equipment, specific-to-type tools and a pool item candidate list.
 
2.5Commercial Offer
Upon the Buyer’s request, the Seller will submit a commercial offer for Initial Provisioning Material.

EXHIBIT 10.6
 
2.6Delivery of Initial Provisioning Material
 
2.6.1During the Initial Provisioning Period, Initial Provisioning Material will conform to the latest known configuration standard of the Aircraft for which such Material is intended as reflected in the Provisioning Data transmitted by the Seller.
 
2.6.2The delivery of Initial Provisioning Material will take place according to the conditions specified in the commercial offer mentioned in Article 2.5.
 
2.6.3All Initial Provisioning Material will be packaged in accordance with ATA 300 Specification.

2.7Buy-Back Period and Buy-Back of Initial Provisioning Surplus Material
 
 a)
The “Buy-Back Period” is defined as the period starting one (1) year after and ending four and one-half (4 1/2) years after Delivery of the first Aircraft to the Buyer.
 
 b)At any time during the Buy-Back Period, the Buyer will have the right to return to the Seller solely Seller Parts as per Article 1.2.1 (i) or Supplier Parts as per Article 1.2.1 (ii), subject to the Buyer providing sufficient evidence that such Material fulfils the conditions defined hereunder.
 
 c)Material as set forth in Article b) above will be eligible for Buy-Back provided:
 
 i)The Material is unused and undamaged and is accompanied by the Seller’s original documentation (tag, certificates);
 
 ii)The Seller provided the Buyer with an Initial Provisioning recommendation for such Material at the time of the Initial Provisioning Conference based upon a maximum protection level of ninety-six percent (96 %) and a maximum transit time of twenty (20) days;
 
 iii)The quantity procured by the Buyer was not in excess of the provisioning quantities recommended by the Seller;
 
 iv)The Material was purchased for Initial Provisioning purposes by the Buyer directly from the Seller;
 

EXHIBIT 10.6
 v)The Material ordered by the Buyer is identified as an Initial Provisioning order and was placed on routine, and not expedite, basis;
 
 vi)The Material and its components have at least ninety percent (90 %) shelf life remaining when returned;
 
 vii)The Material is returned to the Seller by the Buyer and has effectively been received and accepted by the Seller before the end of the Buy-Back Period.
[***]
 
 e)In the event of the Buyer electing to procure Material in excess of the Seller’s recommendation, the Buyer will notify the Seller thereof in writing, with due reference to the present Article 2.7. The Seller’s acknowledgement and agreement in writing will be necessary before any Material in excess of the Seller’s Initial Provisioning recommendation will be considered for Buy-Back.
 
 f)[***]
 
 g) Transportation costs for the agreed return of Material under this Article 2.7 will be borne by [***].
 
3.OTHER MATERIAL SUPPORT
 
3.1As of the date hereof, the Seller currently offers various types of parts support through the Customer Services Catalog on the terms and conditions set forth therein from time to time, including, but not limited to the lease of certain Seller Parts, the repair of Seller Parts and the sale or lease of ground support equipment and specific-to-type tools.
 
4WARRANTIES
 
4.1Seller Parts
Subject to the limitations and conditions as hereinafter provided, the Seller warrants to the Buyer that all Seller Parts, sold under this Exhibit H will at delivery to the Buyer:
 
 (i)be free from defects in material.
 
 (ii)be free from defects in workmanship, including without limitation processes of manufacture.
 
 (iii)be free from defects arising from failure to conform to the applicable specification for such part.
 

EXHIBIT 10.6
4.1.1Warranty Period
 
4.1.1.1The warranty period for Seller Parts is [***] from delivery of such parts to the Buyer.
 
4.1.1.2Whenever any Seller Part that contains a defect for which the Seller is liable under Article 4.1 has been corrected, replaced or repaired pursuant to the terms of this Article 4.1, the period of the Seller’s warranty with respect to such corrected, repaired or replacement Seller Part, as the case may be, will be the remaining portion of the original warranty period or twelve (12) months, whichever is longer.
 
4.1.2Buyer’s Remedy and Seller’s Obligation
The Buyer’s remedy and Seller’s obligation and liability under this Article 4.1 are limited to [***].
The Seller may alternatively [***].
The provisions of Clauses 12.1.5 through 12.1.11 of the Agreement will apply to claims made pursuant to this Article 4.1.
  
4.2Supplier Parts
With respect to Supplier Parts to be delivered to the Buyer under this Exhibit H, the Seller agrees to transfer to the Buyer the benefit of any warranties, which the Seller may have obtained from the corresponding Suppliers and the Buyer hereby agrees that it will accept the same.
 
4.3Waiver, Release and Renunciation
THIS ARTICLE 4 (INCLUDING ITS SUBPARTS) SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY SELLER PART, MATERIAL, LEASED PART, OR SERVICES DELIVERED BY THE SELLER UNDER THIS AGREEMENT.
THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS ARTICLE 4 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE SELLER PARTS, MATERIALS, LEASED PARTS, OR SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER AND ITS SUPPLIERS, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY SELLER PART, MATERIAL, LEASED PART, OR SERVICES DELIVERED BY THE SELLER UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:
 
 (1)ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE;
 
 (2)ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

EXHIBIT 10.6
 
 (3)ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;
 
 (4)ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;
 
 (5)ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;
 
 (6)ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;
 
 (7)ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:
 
 (a)LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THE AGREEMENT;
 
 (b)LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THE AGREEMENT;
 
 (c)LOSS OF PROFITS AND/OR REVENUES;
 
 (d)ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

THE WARRANTIES PROVIDED BY THIS AGREEMENT WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS ARTICLE 4 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS ARTICLE 4 WILL REMAIN IN FULL FORCE AND EFFECT.
FOR THE PURPOSES OF THIS ARTICLE 4, THE “SELLER” WILL BE UNDERSTOOD TO INCLUDE THE SELLER, ANY OF ITS SUPPLIERS, SUBCONTRACTORS, AND AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS.
 
4.4Duplicate Remedies
The remedies provided to the Buyer under this Article 4 as to any part thereof are mutually exclusive and not cumulative. The Buyer will be entitled to the remedy that provides the maximum benefit to it, as the

EXHIBIT 10.6
Buyer may elect, pursuant to the terms and conditions of this Article 4 for any particular defect for which remedies are provided under this Article 4; provided, however, that the Buyer will not be entitled to elect a remedy under one part of this Article 4 that constitutes a duplication of any remedy elected by it under any other part hereof for the same defect. The Buyer’s rights and remedies herein for the nonperformance of any obligations or liabilities of the Seller arising under these warranties will be in monetary damages limited to the amount the Buyer expends in procuring a correction or replacement for any covered part subject to a defect or nonperformance covered by this Article 4, and the Buyer will not have any right to require specific performance by the Seller.
 
5.COMMERCIAL CONDITIONS
5.1 Delivery Terms
All Material prices are quoted on the basis of Free Carrier (FCA) delivery terms, without regard to the place from which such Material is shipped. The term “Free Carrier (FCA)” is as defined by publication n° 560 of the International Chamber of Commerce, published in January 2000.
 
5.2Payment Procedures and Conditions
All payments under this Exhibit H will be made in accordance with the terms and conditions set forth in the then current Customer Services e-Catalog.
 
5.3Title
Title to any Material purchased under this Exhibit H will remain with the Seller until full payment of the invoices and interest thereon, if any, has been received by the Seller.
The Buyer hereby undertakes that Material title to which has not passed to the Buyer, will be kept free from any debenture or mortgage or any similar charge or claim in favour of any third party.
 
5.4Cessation of Deliveries
The Seller has the right to restrict, stop or otherwise suspend deliveries if the Buyer fails to meet its obligations set forth in this Exhibit H.
 
6.EXCUSABLE DELAY
Clauses 10.1 and 10.2 of the Agreement will apply, mutatis mutandis, to all Material support and services provided under this Exhibit H.
 
7.TERMINATION OF MATERIAL PROCUREMENT COMMITMENTS
 
7.1If the Agreement is terminated with respect to any Aircraft, then the rights and obligations of the parties with respect to undelivered spare parts, services, data or other items to be purchased hereunder and which are applicable to those Aircraft for which the Agreement has been terminated will also be terminated. Unused Material in excess of the Buyer’s requirements due to such termination may be repurchased by the Seller, at the Seller’s option, as provided in Article 2.7.
 
8.INCONSISTENCY

EXHIBIT 10.6
In the event of any inconsistency between this Exhibit H and the Customer Services Catalog or any order placed by the Buyer, this Exhibit H will prevail to the extent of such inconsistency.
 


EXHIBIT 10.6

LETTER AGREEMENT NO. 1
As of October 19, 2011
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New York 11375

Re: PURCHASE INCENTIVES
Dear Ladies and Gentlemen,
JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of even date herewith (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 1 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
 1
A319 BACKLOG AIRCRAFT
 1.1
In respect of each A319 Backlog Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “A319 Backlog Aircraft Credit Memoranda”):
[***]
 1.2
The A319 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 8 of this Letter Agreement.
 1.3
The A319 Backlog Aircraft Credit Memoranda will be [***] of each A319 Aircraft that is sold by the Seller and purchased by the Buyer. The A319 Backlog Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A319 Backlog Aircraft, the A319 Backlog Aircraft Credit Memoranda will be [***] of the A319 Backlog Aircraft.
 2
A320 BACKLOG AIRCRAFT (Excluding Group 1 A320 Aircraft)
 2.1
In respect of each A320 Backlog Aircraft (excluding Group 1 A320 Aircraft) that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “A320 Backlog Aircraft Credit Memoranda”):
[***]

EXHIBIT 10.6
 
2.2
The A320 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 8 of this Letter Agreement.
 2.3
The A320 Backlog Aircraft Credit Memoranda will be [***] of each A320 Backlog Aircraft that is sold by the Seller and purchased by the Buyer. The A320 Backlog Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] [***] before Delivery of an A320 Backlog Aircraft, the A320 Backlog Aircraft Credit Memoranda will be [***] of the A320 Backlog Aircraft.
 
A321 BACKLOG AIRCRAFT
 3.1
In respect of each A321 Backlog Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “A321 Backlog Aircraft Credit Memoranda”):
[***]
 3.2
The A321 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 8 of this Letter Agreement.
 3.3
The A321 Backlog Aircraft Credit Memoranda will be [***] of each A321 Backlog Aircraft that is sold by the Seller and purchased by the Buyer. The A321 Backlog Aircraft Credit Memoranda will be [***] Unless the Buyer gives the Seller notice to the contrary at least ten (10) days before Delivery of an A321 Backlog Aircraft, the A321 Backlog Aircraft Credit Memoranda will be [***] of the A321 Backlog Aircraft.
 4
A319 NEO AIRCRAFT
 4.1
In respect of each A319 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A319 NEO Aircraft Credit Memoranda”):
[***]
 
4.2
The A319 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 8 of this Letter Agreement.
 4.3
The A319 NEO Aircraft Credit Memoranda will be [***] of each A319 NEO Aircraft. The A319 NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A319 NEO Aircraft, the A319 NEO Aircraft Credit Memoranda will be [***] of the A319 NEO Aircraft.
 5
A320 NEO AIRCRAFT
 5.1
In respect of each A320 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A320 NEO Aircraft Credit Memoranda”):

EXHIBIT 10.6
[***]
 5.2
The A320 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 8 of this Letter Agreement.
 5.3
The A320 NEO Aircraft Credit Memoranda will be [***] of each A320 NEO Aircraft. The A320 NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A320 NEO Aircraft, the A320 NEO Aircraft Credit Memoranda will be [***] of the A320 NEO Aircraft.
 6
A321 NEO AIRCRAFT
 6.1
In respect of each A321 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A321 NEO Aircraft Credit Memoranda”):
[***]
 6.2
The A321 NEO Aircraft Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 8 of this Letter Agreement.
 6.3
The A321 NEO Credit Memoranda will be [***] of each A321 NEO Aircraft. The A321 NEO Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A321 NEO Aircraft, the A321 NEO Aircraft Credit Memoranda will be [***] of the A321 NEO Aircraft.
  7
GROUP 1 A320 AIRCRAFT
 7.1
In respect of each Group 1 A320 Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “Group 1 Aircraft Credit Memoranda”):
  
[***]

 
 7.2
The Group 1 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision, [***] in accordance with Paragraph 8 of Letter Agreement.
 7.3
The Group 1 Aircraft Credit Memoranda will be [***] of each Group 1 A320 Aircraft that is sold by the Seller and purchased by the Buyer. The Group 1 Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of a Group 1 A320 Aircraft, the Group 1 Aircraft Credit Memoranda will [***] of the Group 1 A320 Aircraft.
 8
[***]
 9
[***]
 10
[***]
 11
[***]

EXHIBIT 10.6
 12
[***]
 13
[***]
 14
[***]
 15
ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 15 will be void and of no force or effect.
 16
CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.
 17
COUNTERPARTS
This Letter Agreement 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.
 If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.
 
Very truly yours,
AIRBUS S.A.S.
By: /s/ Christophe Mourey
Its: Senior Vice President Contracts
 
Accepted and Agreed
JETBLUE AIRWAYS CORPORATION
By: Mark D. Powers
Its: Chief Financial Officer
 

EXHIBIT 10.6


EXHIBIT 10.6

LETTER AGREEMENT NO. 2
As of October 19, 2011
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New York 11375

Re: PAYMENTS

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of even date herewith (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 2 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

 1
PREDELIVERY PAYMENTS
 1.1For Backlog Aircraft, Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:
QUOTE

  5.3.2The Predelivery Payment Reference Price for a Backlog Aircraft to be delivered in [***] is determined in accordance with the following formula:
[***]

  5.3.3Predelivery Payments will be paid according to the following schedule.
 
Payment Date  Percentage of
Predelivery
Payment
Reference  Price
1st Payment  -  [***]  
[***]
[***]

EXHIBIT 10.6
2nd Payment  -  [***]  [***]
3rd Payment  -  [***]  [***]
     
TOTAL PAYMENT PRIOR TO DELIVERY  [***]

In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement.
UNQUOTE
 
1.2For NEO Aircraft, Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:

QUOTE
 
 
 5.3.2The Predelivery Payment Reference Price for a NEO Aircraft to be delivered [***] T is determined in accordance with the following formula:
[***]
 
 5.3.3Predelivery Payments will be paid according to the following schedule.
 
Payment Date  Percentage of
Predelivery
Payment
Reference  Price
[***]  -  [***]  
[***]
[***]
[***]  -  [***]  [***]
[***]  -  [***]  [***]
     
TOTAL PAYMENT PRIOR TO DELIVERY  [***]
In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement.
UNQUOTE
 

EXHIBIT 10.6
2.[***]
Clause 5.3.5 with the following quoted text is added to the Agreement:
QUOTE
5.3.5
[***]
As used herein:
(i) [***]
(ii) “Business Day” shall mean any day which is not a Saturday or a Sunday and which is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in New York, New York, or London, England and
(iii) [***]
 
UNQUOTE
 
3BACKLOG AIRCRAFT [***]
The Buyer and the Seller agree that within three (3) days of the date of signature of the Agreement, the Buyer will [***] in accordance with the terms and conditions set forth in Paragraph 2 of this Letter Agreement.
 
4ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 4 will be void and of no force or effect.
 
5CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.
 
6COUNTERPARTS
This Letter Agreement 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.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.
 
Very truly yours,
AIRBUS S.A.S.
By: /s/ Christophe Mourey
Its: Senior Vice President Contracts
 

EXHIBIT 10.6
Accepted and Agreed
JETBLUE AIRWAYS CORPORATION
By: Mark D. Powers
Its: Chief Financial Officer
 
 


EXHIBIT 10.6
LETTER AGREEMENT NO. 3

As of October 19, 2011

JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New York 11375

Re: [***]

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of even date herewith (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 3 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
 
1DEFINITIONS

Clause 0 to the Agreement is amended to either modify or add the following defined terms between the words “QUOTE” and “UNQUOTE”:
QUOTE

A319 Aircraft – an Airbus A319-100 model aircraft firmly ordered under this Agreement including the A319 Airframe, the A319 Propulsion System, and any part, component, furnishing or equipment installed on the A319 Aircraft on Delivery.
A319 Airframe – any A319 Aircraft, excluding A319 Propulsion System therfor.
A319 Backlog Aircraft - any or all of the A319 Aircraft that have been [***] pursuant to this Agreement together with all components, equipment, parts and accessories installed in or on such aircraft and the A319 Propulsion System installed thereon upon Delivery.
A319 Backlog Airframe – any A319 Backlog Aircraft, excluding A319 Propulsion System therfor.
A319 NEO Aircraft – any or all of the A319 Aircraft that have been [***] pursuant to this Agreement together with all components, equipment, parts and accessories installed in or on such aircraft and the A319 NEO Propulsion System installed thereon upon Delivery.
A319 NEO Propulsion System – as defined in Clause 2.3.6, as set forth in Paragraph 3.2 of this Letter Agreement.
A319 Propulsion System – as defined in Clause 2.3.5, as set forth in Paragraph 3.2 of this Letter Agreement.
A319 Specification – either (a) the A319 Standard Specification if no SCNs are applicable or (b) if SCNs are issued, the A319 Standard Specification as amended by all applicable SCNs.
A319 Standard Specification – the A319 standard specification document number J.000.01000, Issue 7, dated June 20, 2011, which includes a maximum take-off weight (MTOW) of [***] metric tons, a maximum landing weight (MLW) of [***] metric tons and a maximum zero fuel weight (MZFW) of [***] metric tons, a copy of which is annexed as Appendix 1.

EXHIBIT 10.6
A321 Backlog Aircraft – any or all of the remaining thirty (30), of the fifty-two (52) A320-200 model aircraft originally to be sold by the Seller and purchased by the Buyer pursuant to the Original Agreement, as of the date hereof to be sold by the Seller and purchased by the Buyer pursuant to this Agreement as A321-200 model aircraft; and any [***] pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the relevant A321 Propulsion System installed thereon.
A321 NEO Aircraft – any or all of the A321 Aircraft that have been [***] pursuant to this Agreement together with all components, equipment, parts and accessories installed in or on such aircraft and the A321 NEO Propulsion System installed thereon upon Delivery.
A321 NEO Propulsion System – as defined in Clause 2.3.4, as set forth in Paragraph 3.2 of this Letter Agreement.
Aircraft – individually or collectively, the Group 1 A320 Aircraft, the A319 Backlog Aircraft, the A319 NEO Aircraft, the A320 Backlog Aircraft, the A320 NEO Aircraft, the A321 Backlog Aircraft and the A321 NEO Aircraft, as applicable.
Airframe – as applicable, the A319 Airframe, the A320 Airframe or the A321 Airframe.
Backlog Aircraft – the A319 Backlog Aircraft, the A320 Backlog Aircraft and the A321 Backlog Aircraft.
Base Price of the Airframe – the Base Price of the A319 Backlog Airframe, the Base Price of the A319 NEO Airframe, the Base Price of the A320 Backlog Airframe, the Base Price of A320 NEO Airframe, the Base Price of the A321 Backlog Airframe, the Base Price of the A321 NEO Airframe and the Base Price of the Group 1 A320 Airframe.
Base Price of the A319 Airframe – as defined in Paragraph 4 herein.
CFM LEAP X Propulsion System – the CFM LEAP X-1A24 Propulsion System, the CFM LEAP X-1A26 Propulsion Systems and the CFM LEAP X-1A32 Propulsion System, as applicable.
IAE Propulsion System – the IAE V2524-A5 Propulsion System, the IAE V2527-A5 Propulsion System and the IAE V2533-A5 Propulsion System, as applicable.
Irrevocable SCNs – the list of SCNs respectively, set forth in Appendix 2, Exhibit B4 to the Agreement and Appendix 3, which are irrevocably part of the A319 NEO Aircraft specification set forth in Appendix 2,= the A320 NEO Aircraft specification and the A321 NEO Aircraft specification, as applicable.
NEO Aircraft – an A319 NEO Aircraft, an A320 NEO Aircraft and an A321 NEO Aircraft, as applicable.
NEO Propulsion System – the A319 NEO Propulsion System, the A320 NEO Propulsion System and the A321 NEO Propulsion System, as applicable.
Propulsion System – the CFM LEAP X-1A24 Propulsion System, the CFM LEAP X-1A27 Propulsion System, the CFM LEAP X-1A32, the IAE 2524-A5, the IAE 2527-A5, the IAE 2533-A5, the PW1124G Propulsion System, the PW1127G Propulsion System and the PW1133G, as applicable.
PW Propulsion System – the PW1124G Propulsion System, the PW1127G Propulsion System and the PW1132G Propulsion System, as applicable.
Standard Specification – the A319 Standard Specification, the A320 Standard Specification and the A321 Standard Specification, as applicable.
 
2[***]
 
2.1[***]
 
2.2[***]
 
2.3Aircraft Specification
 
2.3.1The A319 Standard Specification, as set forth in Appendix 1 to this Letter Agreement, is hereby incorporated into the Agreement.

EXHIBIT 10.6
 
2.3.2The A319 Backlog Aircraft SCN List, as set forth in Appendix 2 to this Letter Agreement, is hereby incorporated into the Agreement.
 
2.3.3The A319 NEO Aircraft SCN List, as set forth in Appendix 3 to this Letter Agreement, is hereby incorporated into the Agreement.
 
2.3.4The A321 NEO Aircraft SCN List, as set forth in Appendix 4 to this Letter Agreement, is hereby incorporated into the Agreement.
 
2.3.5Clauses 2.1.2.1 and 2.1.2.2 of the Agreement is deleted in its entirety and replaced with the following Clauses 2.1.2.1 and 2.1.2.2 to read as set forth in the following quoted text:
QUOTE
 
 2.1.2.1
The Seller is currently developing a new engine option (the “New Engine Option” or “NEO”), applicable to the A319-100, A320-200 and A321-200 model aircraft (the “A320 Family Aircraft”). The specification of the A320 Family Aircraft with NEO will be derived from the relevant Standard Specification and will include (i) as applicable, the relevant NEO Propulsion System (ii) Sharklets, (iii) airframe structural adaptations and (iv) Aircraft systems and software adaptations required to operate such A320 Family Aircraft with the New Engine Option. The foregoing is currently reflected in the Irrevocable SCNs listed in Exhibit B4 to the Agreement, Appendix 3 and Appendix 4 to this Letter Agreement, the implementation of which is hereby irrevocably accepted by the Buyer.
 
 2.1.2.2The New Engine Option shall modify the design weights of the
 
 (i)A319 Standard Specification as follows: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons,
 
  (ii)A320 Standard Specification as follows: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons, and
 
 (iii)the A321 Standard Specification as follows: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons.
It is agreed and understood that the above design weights may be updated upon final NEO specification freeze.
UNQUOTE
 
3.PROPULSION SYSTEMS
 
3.1Clause 2.3.4 of the Agreement is renumbered to Clause 2.3.7.

EXHIBIT 10.6
 
3.2New Clauses 2.3.4, 2.3.5 and 2.3.6 are inserted into the Agreement as set forth in the following quoted text:
QUOTE
 
2.3.4
The A321 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP X-1A32 engines or (ii) PW1133G engines, each with an AET of 32,100 lbf (each, the “A321 NEO Propulsion System”),
 
2.3.5
The A319 Backlog Airframe will be equipped with a set of two (2) IAE V2524-A5 engines (the “A319 Propulsion System”),
 
2.3.6
The A319 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP X-1A24 engines or (ii) PW1124G engines, each with an AET of 23,500 lbf (each, the “A319 NEO Propulsion System”),
UNQUOTE
 
4.AIRFRAME BASE PRICES
 
4.1New Clauses 3.1.9, 3.1.10, 3.1.11, 3.1.12, 3.1.13 and 3.1.14 are added to the Agreement to read as follows in the quoted text:
QUOTE
 
3.1.7Base Price of the A319 Backlog Airframe
The “Base Price of the A319 Backlog Airframe” is the sum of the following base prices:
 
 (i)the base price of the A319 Backlog Airframe as defined in the A319 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, which is:
USD $[***]
(US Dollars – [***]) and
 
 (ii)the sum of the base prices of all SCNs set forth in Appendix 2 to this Letter Agreement, which is:
USD $[***]
(US Dollars – [***])
 
3.1.8The Base Price of the A319 Backlog Airframe has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.
 
3.1.9
The “Base Price of the A319 NEO Airframe” is the sum of the following base prices:
 

EXHIBIT 10.6
 (i)the base price of the A319 NEO Airframe as defined in the A319 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers which is :
USD $[***]
(US Dollars – [***])
 
 (ii)the sum of the base prices of the Irrevocable SCNs set forth in Appendix 3 to this Letter Agreement, which is the sum of:
 
 a)the base price of the New Engine Option is:
USD $[***]
(US Dollars – [***]) and
 
 b)the base price of the Sharklets is
USD $[***]
(US Dollars – [***]),
  
 (iii)the sum of the base prices of any and all additional SCNs (other than Irrevocable SCNs to the extent included in Clause 3.1.9(ii)) set forth in Appendix 3 to this Letter Agreement is:
USD $[***]
(US Dollars – [***]), and
 
 (iv)the base price of the Master Charge Engine, which is applicable if a CFM LEAP-X Propulsion System is selected, which is:
USD $[***]
(US Dollars – [***])
 
3.1.10The A319 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.
 
3.1.11
The “Base Price of the A321 NEO Airframe” is the sum of the following base prices:
 
 (i)the base price of the A321 NEO Airframe as defined in the A321 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers which is :
USD $[***]
(US Dollars – [***]),
 
 (ii)the sum of the base prices of the Irrevocable SCNs set forth in Appendix 4 to this Letter Agreement, which is the sum of:
 
 a)the base price of the New Engine Option is:

EXHIBIT 10.6
USD $[***]
(US Dollars – [***]) and
 
 b)the base price of the Sharklets is
USD $[***]
(US Dollars – [***]),
 
  (iii)the sum of the base prices of any and all additional SCNs (other than Irrevocable SCNs to the extent included in Clause 3.1.11(ii)) set forth in Appendix 4 to this Letter Agreement is:
USD $[***]
(US Dollars – [***]), and
 
 (iv)the base price of the Master Charge Engine, which is applicable if a CFM LEAP-X Propulsion System is selected, which is:
USD $[***]
(US Dollars – [***])
 
3.1.12The A321 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.
UNQUOTE
 
4.2New Clauses 3.2.5, 3.2.6 and 3.2.7 are added to the Agreement to read as follows in the quoted text:
QUOTE
 
3.2.5
the base price of a set of two (2) IAE V2524-A5 engines (the “IAE V2524-A5 Propulsion System” is
USD $[***]
(US Dollars – [***])
The Base Price of the IAE Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the applicable IAE Propulsion System Reference Price, as set forth in Part 3 of Exhibit C.
 
3.2.6 (i)    
the base price of a set of two (2) CFM LEAP X-1A24 engines (the “CFM LEAP X-1A24 Propulsion System” is
     USD $[***]
     (US Dollars – [***])
 
 
The Base Price of the CFM LEAP X-1A24 Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the applicable CFM Propulsion System Reference Price, as set forth in Part 2 of Exhibit C.


EXHIBIT 10.6
Notwithstanding the foregoing, the CFM Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.
 
 (ii)
the base price of a set of two (2) CFM LEAP X-1A32 engines (the “CFM LEAP X-1A32 Propulsion System”) is
USD $[***]
(US Dollars – [***])

The Base Price of the CFM LEAP X-1A32 Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the applicable CFM Propulsion System Reference Price, as set forth in Part 2 of Exhibit C.

Notwithstanding the foregoing, the CFM Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.
 
3.2.7 (i)    
the base price of a set of two (2) PW1124G engines (the “PW1124G Propulsion System” is
     USD $[***]
     (US Dollars – [***])
     The Base Price of the PW1124G Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the applicable PW Propulsion System Reference Price, as set forth in Part 4 of Exhibit C.
     Notwithstanding the foregoing, the PW Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.
 (ii)    
the base price of a set of two (2) PW1133 engines (the “PW1133 Propulsion System”) is
  
USD $[***]
(US Dollars – [***])

The Base Price of the PW Propulsion System has been established in accordance with the delivery conditions prevailing in January 2010 and has been calculated from the applicable PW Propulsion System Reference Price, as set forth in Part 4 of Exhibit C.

Notwithstanding the foregoing, the PW Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.

UNQUOTE
 
5.OTHER COMMERCIAL TERMS

EXHIBIT 10.6
 
5.1The Predelivery Payments for Backlog Aircraft, is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.1 and 2 of Letter Agreement No. 2 to the Agreement.
 
5.2The Predelivery Payments for NEO Aircraft is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.2 and 2 of Letter Agreement No. 2 to the Agreement.
 
5.2The purchase incentives applicable to the A319 Backlog Aircraft are set forth in Paragraphs 1.1 through 1.3 of Letter Agreement No. 1 to the Agreement.
 
5.3The purchase incentives applicable to the A319 NEO Aircraft are set forth in Paragraphs 4.1 through 4.3 Letter Agreement No. 1 to the Agreement.
 
5.4The purchase incentives applicable to the A321 NEO Aircraft are set forth in Paragraphs 6.1 through 6.3 of Letter Agreement No 1 to the Agreement.
 
5.5The [***] applicable to the A319 Backlog Aircraft, the A319 NEO Aircraft and the A321 NEO Aircraft is set forth in Paragraph 8 of Letter Agreement No. 1 to the Agreement.
 
6.
NEO AIRCRAFT AND [***]
 
6.1Notwithstanding the Delivery Schedule set forth in Clause 9.1 of the Agreement, the [***].
 
6.2If the Seller exercises its right pursuant to Paragraph 6.1 above, [***].
 
 
6.3Between [***] and [***], the Seller [***].
 
6.4Predelivery Payments received for any NEO Aircraft [***] pursuant to Paragraphs 6.1 or 6.3 above, [***].
 
7.[***]
 
8ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 8 will be void and of no force or effect.

EXHIBIT 10.6
 
9CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.
 
10COUNTERPARTS
This Letter Agreement 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.
If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.
 
Very truly yours,
AIRBUS S.A.S.
By: /s/ Christophe Mourey
Its: Senior Vice President Contracts
 
Accepted and Agreed
JETBLUE AIRWAYS CORPORATION
By: Mark D. Powers
Its: Chief Financial Officer
 
 


EXHIBIT 10.6
Appendix 1 to Letter Agreement No. 3
A319 STANDARD SPECIFICATION
Document number J.000.01000 Issue 7 dated June 20, 2011

The A319 Standard Specification document number J.000.01000 Issue 7 dated June 20, 2011 is contained in a separate folder.
 


EXHIBIT 10.6

Appendix 2 to Letter Agreement No. 3

JETBLUE A319 CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A319-100 issue 7.0 dated 20th June 2011

A319 Backlog Aircraft
 
   ATA  TITLE  
A319-100 SCNs
[***]
per aircraft
  
Estimated BFE Budget
[***]
per aircraft
  Comments
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  [***]
  [***]  [***]  [***]  =  [***]
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  [***]  =
  [***]  [***]  [***]  [***]  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =

EXHIBIT 10.6
  [***]  [***]  [***]  [***]  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
N  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  [***]  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
 
 
 


EXHIBIT 10.6
Appendix 2 to Letter Agreement No. 3

JETBLUE A319 CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A319-100 issue 7.0 dated 20th June 2011

A319 Backlog Aircraft
 
   ATA  TITLE  
A319-100 SCNs
[***]
per aircraft
  
Estimated BFE Budget
[***]
per aircraft
  Comments
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  [***]  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  =
  [***]  [***]  [***]  =  [***]
  [***]  [***]  [***]  =  [***]
  57-00  Installation of sharklets  [***]    Subject to industrial and certification contraints

EXHIBIT 10.6
  72-00  A319-100 engine selection - V2524-A5 at 23,500 lbf (**)  [***]    
    
TOTAL OF SCNS AND ESTIMATED BFE BUDGET - [***] PER AIRCRAFT
  [***]  [***]  
[***]
 
(**) :The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea level aircraft performance).
It may differ from the nominal thrust that will be eventually indicated by the engine manufacturer.
 
 




EXHIBIT 10.6
Appendix 3 to Letter Agreement No. 3

JETBLUE A319NEO CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A319-100 issue 7.0 dated 20th June 2011

A319 NEO Aircraft

LIST OF IRREVOCABLE SCNS ASSOCIATED WITH THE NEO OPTIONS

NB: These options shall be irrevocably part of the A319 NEO specification
 
   A319-100 NEO
ATA  TITLE  
SCN Budget
$[***]
per aircraft
[***]  [***]  [***]
57-00  Installation of sharklets  [***]
72-00  A319-100 NEO engine selection : CFMI LEAP-X1A24 at 23,500 lbf (**) or PW PW1124G at 23,500 lbf (**)  [***]
   TOTAL OF IRREVOCABLE SCNS [***] PER AIRCRAFT  [***]

LIST OF ADDITIONAL SCNS

NB: Certain options from this list and currently available Airbus catalogues may not be applicable and/or
certified for Aircraft equipped with New Engine Option in 2016 and 2017.
 
   A320-200 NEO      
ATA  TITLE  
SCN Budget
[***]
per aircraft
  
Estimated BFE Budget
[***]
per aircraft
  Comments
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  [***]
[***]  [***]  [***]  =  [***]
[***]  [***]  [***]  =  =

EXHIBIT 10.6
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  [***]  =
[***]  [***]  [***]  [***]  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  [***]  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  [***]  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =

EXHIBIT 10.6
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  [***]  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  [***]
[***]  [***]  [***]  =  [***]
  
TOTAL OF ADDITIONAL SCNS AND ESTIMATED BFE BUDGET - [***] PER AIRCRAFT
  [***]  [***]  
  GRAND TOTAL SCN AND BFE BUDGET FOR A319-100 EQUIPPED WITH NEO – [***] PER AIRCRAFT  [***]  [***]  
[***]
 
(**) :The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea level aircraft performance).

EXHIBIT 10.6
It may differ from the nominal thrust that will be eventually indicated by the engine manufacturer.
 
 



EXHIBIT 10.6
Appendix 4 to Letter Agreement No. 3

JETBLUE A321 NEO CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A321-200 issue 5.0 dated 20 June 2011

A321 NEO Aircraft

LIST OF IRREVOCABLE SCNS ASSOCIATED WITH THE NEO OPTIONS

NB: These options shall be irrevocably part of the A321 NEO specification
 
    A321-200
NEO
ATA  TITLE  SCN Budget
$[***]
per aircraft
[***]  [***]  [***]
[***]  [***]  [***]
72-00  A321-200 NEO engine selection : CFMI LEAP-X1A32 at 32,100 lbf (**) or PW PW1133G at 32,100 lbf (**)  [***]
  TOTAL OF IRREVOCABLE SCNS - [***] PER AIRCRAFT  [***]
LIST OF ADDITIONAL SCNS
NB: Certain options from this list and currently available Airbus catalogues may not be applicable and/or certified for Aircraft equipped with New Engine Option in 2016 and 2017.
 
    A321-200 NEO      
ATA  TITLE  
SCN Budget
[***]
per aircraft
  
Estimated BFE Budget
[***]
per aircraft
  Comments
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  [***]
[***]  [***]  [***]  =  [***]
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =

EXHIBIT 10.6
[***]  [***]  [***]  =  =
[***]  [***]  [***]  [***]  =
[***]  [***]  [***]  [***]  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  [***]  [***]
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***]  [***]  [***]  =  =
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***][***]=
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***]==

EXHIBIT 10.6
[***][***][***]==
[***][***][***][***]=
[***][***][***]==
[***][***][***]==
[***][***][***]==
[***][***][***]=[***]
[***][***][***]=[***]
  
TOTAL OF ADDITIONAL SCNS AND ESTIMATED BFE BUDGET - [***] PER AIRCRAFT
[***][***]  
  
GRAND TOTAL SCN AND BFE BUDGET FOR A321-200 EQUIPPED WITH NEO - [***] PER AIRCRAFT
[***][***]  
[***]
 
(**) :The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea level aircraft performance).

It may differ from the nominal thrust that will be eventually indicated by the engine manufacturer.

[***]

Additional options for considerations
 
      A321-200 NEO
ATA  TITLE  
SCN Budget
[***]
per aircraft
[***]  [***]  [***]
 


EXHIBIT 10.6
LETTER AGREEMENT NO. 4
As of October 19, 2011
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New York 11375

Re: SPECIFICATION MATTERS

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of even date herewith (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 4 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

 1
[***]
 2
[***]
 3
[***]
 4ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 4 will be void and of no force or effect.

 5CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.

 6COUNTERPARTS
This Letter Agreement 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.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.
 


EXHIBIT 10.6



Very truly yours,
AIRBUS S.A.S.
By: /s/ Christophe Mourey
Its: Senior Vice President Contracts
 
Accepted and Agreed
JETBLUE AIRWAYS CORPORATION
By: Mark D. Powers
Its: Chief Financial Officer
 


EXHIBIT 10.6
LETTER AGREEMENT NO. 5A
As of October 19, 2011
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New-York 11375
 
Re:
A320 AIRCRAFT PERFORMANCE GUARANTEE – (IAE A320 V2527-A5 ENGINES)
Dear Ladies and Gentlemen,
JETBLUE AIRWAYS. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement of even date herewith (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, (the “Agreement”) which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain A320 Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5A (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the A320 Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement constitutes an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement is governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
 For the purposes of this Letter Agreement No. 5A, the term “Aircraft” will mean “A320 Backlog Aircraft” (excluding “Group 1 A320 Aircraft”).
 
1
AIRCRAFT CONFIGURATION
The guarantees defined in Paragraphs 2, 3 and 4 below (the “Guarantees”) are applicable to the Aircraft as described in the A320 Standard Specification D 000 02000 Issue 8 dated 20th June 2011 as amended by SCNs for:
  
i)
installation of Sharklets
  
ii)
installation of International Aero Engines V2527-A5 SelectOne engines
  
iii)
the following design weights:
 





Maximum Take-Off Weight (MTOW)
  
 
[***] kg ([***] lb)
  

EXHIBIT 10.6
Maximum Landing Weight (MLW)
  
 
[***] kg ([***] lb)
  
Maximum Zero Fuel Weight (MZFW)
  
 
[***] kg ([***]lb)
  
hereinafter referred to as the “Specification” without taking into account any further changes thereto as provided in the Agreement.
 
2[***]
 
3[***]
 
4[***]
 
5[***]
 
6[***]
 
7[***]
 
8[***]
 
9
UNDERTAKING REMEDIES
Should the Aircraft fail to meet any of the Guarantees specified in this Letter Agreement the Seller will use its reasonable endeavours to correct the deficiency to comply with the subject guarantee.
[***]
  If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.
 



AIRBUS S.A.S.
By: /s/ Christophe Mourey


EXHIBIT 10.6
Title: Senior Vice President Contracts
 
JETBLUE AIRWAYS CORPORATION
By: /s/ Mark D. Powers

Title: Chief Financial Officer
 


EXHIBIT 10.6
LETTER AGREEMENT NO. 5B
As of October 19, 2011
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New-York 11375
 
Re:
A321 AIRCRAFT PERFORMANCE GUARANTEE – (IAE A321 V2533-A5 ENGINES)
Dear Ladies and Gentlemen,
JETBLUE AIRWAYS. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement of even date herewith(as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, (the “Agreement”) which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain A321 Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5B (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the A321 Backlog Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement constitutes an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement is governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
 For the purposes of this Letter Agreement No. 5B, the term “Aircraft” will mean “A321 Backlog Aircraft”.
 
1
AIRCRAFT CONFIGURATION
The guarantees defined in Paragraphs 2, 3 and 4 below (the “Guarantees”) are applicable to the Aircraft as described in the A321 Standard Specification E 000 02000 Issue 5 dated 20th June 2011 as amended by SCNs for:
 
 
i)
installation of Sharklets
  
ii)
installation of International Aero Engines V2533-A5 SelectOne engines
  
iii)
the following design weights:
 



Maximum Take-Off Weight (MTOW)
  
[***] kg ([***] lb)

EXHIBIT 10.6
Maximum Landing Weight (MLW)
  
[***] kg ([***] lb)
Maximum Zero Fuel Weight (MZFW)
  
[***] kg ([***] lb)
 
 
iv)
[***]
hereinafter referred to as the “Specification” without taking into account any further changes thereto as provided in the Agreement.
 
2[***]
 
3[***]
 
4[***]
 
5[***]
 
6[***]
 
7[***]
 
8[***]
 
9
UNDERTAKING REMEDIES
Should the Aircraft fail to meet any of the Guarantees specified in this Letter Agreement the Seller will use its reasonable endeavours to correct the deficiency to comply with the subject guarantee.
[***]
 If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.
 



AIRBUS S.A.S.

EXHIBIT 10.6
By: /s/ Christophe Mourey

Title: Senior Vice President Contracts
 
JETBLUE AIRWAYS CORPORATION
By: /s/ Mark D. Powers

Title: Chief Financial Officer
 


EXHIBIT 10.6
LETTER AGREEMENT NO. 5C
As of October 19, 2011
JetBlue Airways
118-29 Queens Blvd
Forest Hills, New-York 11375

Re: A320 NEO AIRCRAFT PERFORMANCE GUARANTEE – NEO (CFM A320 LEAP-X ENGINES)
Dear Ladies and Gentlemen,
JETBLUE AIRWAYS (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement of even date herewith (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, (the “Agreement”) which covers, among other things the sale by the Seller and the purchase by the Buyer of certain A320 Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5C (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the A320 Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement constitutes an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement is governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
 For the purposes of this Letter Agreement No. 5C, the term “Aircraft” will mean “A320 NEO Aircraft”.
 1
AIRCRAFT CONFIGURATION
The guarantees defined in Paragraphs 2 and 3 below (the “Guarantees”) are applicable to the Aircraft as described in the A320 Standard Specification D 000 02000 Issue 8 dated 20th June 2011 as amended by SCNs for:
  
i)
NEO aircraft configuration
  
ii)
installation of CFM International LEAP-X1A26 engines
  
iii)
the following design weights:
 



Maximum Take-Off Weight (MTOW)
  
[***] kg ([***] lb)
Maximum Landing Weight (MLW)
  
[***] kg ([***] lb)
Maximum Zero Fuel Weight (MZFW)
  
[***] kg ([***] lb)
hereinafter referred to as the “Specification” without taking into account any further changes thereto as provided in the Agreement.

EXHIBIT 10.6
 2
[***]
 
3[***]
 
4[***]
 
5[***]
 
6[***]
 
7[***]
 
8
UNDERTAKING REMEDIES
Should the Aircraft fail to meet any of the Guarantees specified in this Letter Agreement the Seller will use its reasonable endeavours to correct the deficiency to comply with the subject guarantee.
[***]
 If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.
 



AIRBUS S.A.S.
By: /s/ Christophe Mourey

Title: Senior Vice President Contracts
 
JETBLUE AIRWAYS CORPORATION
By: /s/ Mark D. Powers

EXHIBIT 10.6

Title: Chief Financial Officer
 


EXHIBIT 10.6
LETTER AGREEMENT NO. 5D
As of October 19, 2011

JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New-York 11375
 
Re:A320 NEO AIRCRAFT PERFORMANCE GUARANTEE – NEO (PW A320 PW1127G ENGINES)

Dear Ladies and Gentlemen,
JETBLUE AIRWAYS (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement of even date herewith (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, (the “Agreement”) which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain A320 Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5D (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the A320 Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement constitutes an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement is governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
 For the purposes of this Letter Agreement No. 5D, the term “Aircraft” will mean “A320 NEO Aircraft”.
 1
AIRCRAFT CONFIGURATION
The guarantees defined in Paragraphs 2 and 3 below (the “Guarantees”) are applicable to the Aircraft as described in the A320 Standard Specification D 000 02000 Issue 8 dated 20th June 2011 as amended by SCNs for:
  
i)
NEO aircraft configuration
  
ii)
installation of Pratt and Whitney PW1127G engines
  
iii)
the following design weights:
 





Maximum Take-Off Weight (MTOW)
  
 
[***]
  
Maximum Landing Weight (MLW)
  
 
[***]
  
Maximum Zero Fuel Weight (MZFW)
  
 
[***]
  

EXHIBIT 10.6
hereinafter referred to as the “Specification” without taking into account any further changes thereto as provided in the Agreement.
 
2[***]
 
3[***]
 
4[***]
 
5[***]
 
6[***]
 
7[***]
 
8
UNDERTAKING REMEDIES
Should the Aircraft fail to meet any of the Guarantees specified in this Letter Agreement the Seller will use its reasonable endeavours to correct the deficiency to comply with the subject guarantee.
[***]
 If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.
 



AIRBUS S.A.S.
By: /s/ Christophe Mourey
 
Title: Senior Vice President Contracts
 
JETBLUE AIRWAYS CORPORATION

EXHIBIT 10.6
By: /s/ Mark D. Powers
 
Title: Chief Financial Officer
 


EXHIBIT 10.6
LETTER AGREEMENT NO. 5E
As of October 19, 2011
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New-York 11375

Re: A321 NEO AIRCRAFT PERFORMANCE GUARANTEE – NEO (CFM A321 LEAP-X ENGINES)
Dear Ladies and Gentlemen,
JETBLUE AIRWAYS. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement of even date herewith (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, (the “Agreement”) which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain A321 NEO Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5E (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the A321 NEO Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement constitutes an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement is governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
 For the purposes of this Letter Agreement No. 5E, the term “Aircraft” will mean “A321 NEO Aircraft”.
 
1
AIRCRAFT CONFIGURATION
The guarantees defined in Paragraphs 2 and 3 below (the “Guarantees”) are applicable to the Aircraft as described in the A321 Standard Specification E 000 02000 Issue 5 dated 20th June 2011 as amended by SCNs for:
  
i)
NEO aircraft configuration
  
ii)
installation of CFM International LEAP-X1A32 engines
  
iii)
the following design weights:
 



Maximum Take-Off Weight (MTOW)
  
[***] kg ([***])
Maximum Landing Weight (MLW)
  
[***] kg ([***])
Maximum Zero Fuel Weight (MZFW)
  
[***] kg ([***])
 

EXHIBIT 10.6
 
iv)
[***]
hereinafter referred to as the “Specification” without taking into account any further changes thereto as provided in the Agreement.
 
2[***]
 
3[***]
 
4[***]
 
5[***]
 
6[***]
 
7[***]
 
8
UNDERTAKING REMEDIES
Should the Aircraft fail to meet any of the Guarantees specified in this Letter Agreement the Seller will use its reasonable endeavours to correct the deficiency to comply with the subject guarantee.
[***]
 If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.
 
AIRBUS S.A.S.
By: /s/ Christophe Mourey

Title: Senior Vice President Contracts
 

EXHIBIT 10.6
JETBLUE AIRWAYS CORPORATION
By: /s/ Mark D. Powers

Title: Chief Financial Officer
 


EXHIBIT 10.6
LETTER AGREEMENT NO. 5F
As of October 19, 2011
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New-York 11375
 
Re:
A321 NEO AIRCRAFT PERFORMANCE GUARANTEE – NEO (PW A321 PW1133G ENGINES)
Dear Ladies and Gentlemen,
JETBLUE AIRWAYS. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement of even date herewith (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, (the “Agreement”) which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain A321 NEO Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5F (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the A321 Aircraft NEO. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement constitutes an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement is governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
For the purposes of this Letter Agreement No. 5F, the term “Aircraft” will mean “A321 NEO Aircraft”.
 
1
AIRCRAFT CONFIGURATION
The guarantees defined in Paragraphs 2 and 3 below (the “Guarantees”) are applicable to the Aircraft as described in the A321 Standard Specification E 000 02000 Issue 5 dated 20th June 2011 as amended by SCNs for:
 
 
i)
NEO aircraft configuration
  
ii)
installation of Pratt and Whitney PW1133G engines
  
iii)
the following design weights:
 





Maximum Take-Off Weight (MTOW)
  
 
[***] kg ([***])
  

EXHIBIT 10.6
Maximum Landing Weight (MLW)
  
 
[***] kg ([***])
  
Maximum Zero Fuel Weight (MZFW)
  
 
[***] kg ([***])
  
 
 
iv)
[***]
hereinafter referred to as the “Specification” without taking into account any further changes thereto as provided in the Agreement.
 
2[***]
 
3[***]
 
4[***]
 
5[***]
 
6[***]
 
7[***]
 
8
UNDERTAKING REMEDIES
Should the Aircraft fail to meet any of the Guarantees specified in this Letter Agreement the Seller will use its reasonable endeavours to correct the deficiency to comply with the subject guarantee.
[***]
 If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.
 



AIRBUS S.A.S.
By: /s/ Christophe Mourey


EXHIBIT 10.6
Title: Senior Vice President Contracts
 
JETBLUE AIRWAYS CORPORATION
By: /s/ Mark D. Powers

Title: Chief Financial Officer
 


EXHIBIT 10.6
LETTER AGREEMENT NO. 5G
As of October 19, 2011
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New-York 11375

 Re:
A320 AIRCRAFT PERFORMANCE GUARANTEE – (IAE A320 V2527-A5 ENGINES)
Dear Ladies and Gentlemen,
JETBLUE AIRWAYS. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement of even date herewith (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, (the “Agreement”) which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain A320 Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5G (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the A320 Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement constitutes an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement is governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
 For the purposes of this Letter Agreement No. 5G, the term “Aircraft” will mean “Group 1 A320 Aircraft”.
 
1
AIRCRAFT CONFIGURATION
The guarantees defined in Paragraphs 2, 3 and 4 below (the “Guarantees”) are applicable to the Aircraft as described in the A320 Standard Specification D 000 02000 Issue 6 dated 31st January 2005 as amended by SCNs for:
 
 
i)
installation of International Aero Engines V2527-A5 SelectOne engines
  
ii)
the following design weights:
 





Maximum Take-Off Weight (MTOW)
  
 
[***] kg ([***])
  
Maximum Landing Weight (MLW)
  
 
[***] kg ([***])
  
Maximum Zero Fuel Weight (MZFW)
  
 
[***] kg ([***])
  

EXHIBIT 10.6
hereinafter referred to as the “Specification” without taking into account any further changes thereto as provided in the Agreement.
 2
[***]
 
3[***]
 
4[***]
 
5[***]
 
6[***]
 
7[***]
 
8[***]
 

9UNDERTAKING REMEDIES
Should the Aircraft fail to meet any of the Guarantees specified in this Letter Agreement the Seller will use its reasonable endeavours to correct the deficiency to comply with the subject guarantee.
[***]

 If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.
 
AIRBUS S.A.S.
By: /s/ Christophe Mourey

Title: Senior Vice President Contracts
 
JETBLUE AIRWAYS CORPORATION

EXHIBIT 10.6
By: /s/ Mark D. Powers

Title: Chief Financial Officer
 


EXHIBIT 10.6
LETTER AGREEMENT NO. 6
As of October 19, 2011
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New York 11375
Re: SUPPORT MATTERS
Dear Ladies and Gentlemen,
JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of even date herewith (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 6 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
1
WARRANTY PERIOD
Clause 12.1.3 of the Agreement is deleted in its entirety and replaced with the following language between QUOTE and UNQUOTE:
QUOTE
  
12.1.3
The warranties set forth in Clauses 12.1.1 and 12.1.2 will be limited to those defects that [***] (the “Warranty Period”).
UNQUOTE
 2
REVISION SERVICE
 2.1
For Backlog Aircraft, Clause 14.5 of the Agreement is deleted in its entirety and replaced by Clause 14.5 below between QUOTE and UNQUOTE:
QUOTE
  
14.5
Revision Service
For each Backlog Aircraft firmly ordered under this Agreement, revision service for the Technical Data will be provided [***] (the “Revision Service Period”).

EXHIBIT 10.6
Thereafter revision service will be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.
UNQUOTE
 
2.2
For NEO Aircraft, Clause 14.5 of the Agreement is deleted in its entirety and replaced by Clause 14.5 below between QUOTE and UNQUOTE:
QUOTE
  
14.5
Revision Service
For each NEO Aircraft firmly ordered under this Agreement, revision service for the Technical Data will be provided [***] (also a “Revision Service Period”).
Thereafter revision service will be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.
UNQUOTE
 3
[***]
 4
ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 4 will be void and of no force or effect.
 5
CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.
 6
COUNTERPARTS
This Letter Agreement 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.
 If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.
 



Very truly yours,

EXHIBIT 10.6
AIRBUS S.A.S.
By: /s/ Christophe Mourey
Its: Senior Vice President Contracts
 
Accepted and Agreed
JETBLUE AIRWAYS CORPORATION
By: /s/ Mark D. Powers
Its: Chief Financial Officer
 


EXHIBIT 10.6
LETTER AGREEMENT NO. 7
As of October 19, 2011
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New York 11375

Re: MISCELLANEOUS
Dear Ladies and Gentlemen,
JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of even date herewith (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 7 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
 1
DELIVERY LOCATION
The definition of Delivery Location set forth in Clause 0 of the Agreement is deleted in its entirety and replaced by the following definition between QUOTE and UNQUOTE:
QUOTE
Delivery Location - the facilities of the Seller at the location of final assembly of the Aircraft, [***]
UNQUOTE
 2
PERFORMANCE GUARANTEES
After signature of an SCN for [***] pursuant to the terms set forth in Paragraph 2 of Letter Agreement No. 4 to the Agreement, the Seller will provide to the Buyer [***] days prior to the Scheduled Delivery Month, a performance guarantee, [***].
 3
INEXCUSABLE DELAY
Clause 11.1 of the Agreement is deleted in its entirety and replaced with the Clause 11.1 set forth below between QUOTE and UNQUOTE:
QUOTE

EXHIBIT 10.6
  
11.1
Liquidated Damages
Should an Aircraft not be Ready for Delivery within (i) [***] after the last day of the Scheduled Delivery Month for any Backlog Aircraft, or (ii) [***] after the last day of the Scheduled Delivery Month for any NEO Aircraft (in each case as such month may be changed pursuant to Clauses 2.2, 7 and/or 10) (the “Delivery Period”) and such delay is not as a result of an Excusable Delay or Total Loss, then such delay will be termed an “Inexcusable Delay.”
[***] the Buyer will have the right to claim, and the Seller will pay the Buyer liquidated damages of (i) US $[***] (US Dollars – $[***]), for each day of delay in the Delivery starting on the date that is the day after the last day of the Delivery Period.

 In no event will the amount of liquidated damages [***] exceed the total of US $[***] (US dollars – [***]) in respect of any one Aircraft.

[***] the Buyer will have the right to claim, and the Seller will pay the Buyer liquidated damages of (i) US $[***] (US Dollars – [***]), for each day of delay in the Delivery starting on the date that is the day after the last day of the Delivery Period.

In no event will the amount of liquidated damages [***] exceed the total of US $[***] (US dollars – [***]) in respect of any one Aircraft.

The amounts set forth in this Sub-clause 11.1 will [***], as may be amended by the provisions of this Agreement.
The Buyer’s right to liquidated damages in respect of an Aircraft is conditioned on the Buyer’s submitting a written claim for liquidated damages to the Seller not later than [***] after the last day of the relevant Delivery Period.

UNQUOTE 

4ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 4 will be void and of no force or effect.

 5
CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.

 6
COUNTERPARTS
This Letter Agreement 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.

 If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.
 
Very truly yours,
AIRBUS S.A.S.

EXHIBIT 10.6
By: /s/ Christophe Mourey
Its: Senior Vice President Contracts
 
Accepted and Agreed
JETBLUE AIRWAYS CORPORATION
By: /s/ Mark D. Powers
Its: Chief Financial Officer
 


EXHIBIT 10.6
LETTER AGREEMENT NO. 8
As of October 19, 2011
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, New York 11375

Re: SPECIAL RIGHTS UNDER THE AGREEMENT

Dear Ladies and Gentlemen,
JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of even date herewith (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
 1
SPECIAL PROVISION RELATED TO BUYER’ S EXISTING FLEET OF A320-200 AIRCRAFT
The Seller will offer [***] to the Buyer a certified winglet retrofit modification for its fleet of IAE powered in-service eligible A320-200 aircraft, [***] (the “Winglet Retrofit”). If the Seller [***], then the Buyer shall be entitled to terminate the Agreement [***] by written notice to the Seller (the “Termination Notice”).
Upon Seller’s receipt of the Termination Notice, the Buyer and Seller agree that, (a) the Agreement, the related Memorandum of Understanding and Amendment No. 38 to the Original Agreement will then automatically, immediately and concurrently be null and void, (b) the Seller [***], (c) the Original Agreement including all Amendments thereto through and including Amendment 37, but excluding Amendment 38, will remain valid and in full force and effect, and all other terms and conditions applicable to the Backlog Aircraft shall, passim, be deemed to have remained in effect as set forth in the Original Agreement including all Amendments thereto through Amendment 37 prior to signature of the Agreement and (d) for each Backlog Aircraft then delivered under the Agreement, the Buyer [***]. The Termination Notice shall be deemed effective and in full force upon the Seller’s receipt of the Termination Notice as set forth above and [***].
 2
ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 2 will be void and of no force or effect.

EXHIBIT 10.6
 3
CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement and this Clause 3 shall survive termination of the Agreement.
 4
COUNTERPARTS
This Letter Agreement 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.
 If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.
 



Very truly yours,
AIRBUS S.A.S.
By: /s/ Christophe Mourey
Its: Senior Vice President Contracts
 
Accepted and Agreed
JETBLUE AIRWAYS CORPORATION
By: /s/ Mark D. Powers
Its: Chief Financial Officer
 
Exhibit 10.6(a)
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. 1

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. 1 (hereinafter referred to as the “Amendment”) is entered into as of October 25, 2013 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 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 sale by the Seller and purchase by the Buyer of fifteen (15) incremental A321-200 aircraft and twenty (20) incremental A321 NEO aircraft.

WHEREAS, concurrently with the sale and purchase of the Incremental A321 Aircraft and the Incremental A321 NEO Aircraft, the Seller and Buyer wish to further amend the Agreement to (i) convert eight (8) A320 Backlog Aircraft currently scheduled to deliver in calendar year 2017 to A321 Backlog Aircraft, (ii) reschedule one (1) of such newly converted A321 Backlog Aircraft to deliver in 2018 and (iii) convert ten (10) A320 NEO Aircraft to A321 NEO Aircraft.

NOW THEREFORE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, IT IS AGREED AS FOLLOWS:

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.

Exhibit 10.6(a)

1    DEFINITIONS
1.1Clause 0 to the Agreement is amended to either modify or add the following defined terms between the words “QUOTE” and “UNQUOTE”.

QUOTE

A321 NEO Airframe - any or all of the A321 NEO Aircraft or Incremental A321 NEO Aircraft, as applicable, excluding the A321 NEO Propulsion System therefor.

Converted A321 Backlog Aircraft - as defined in Clause 3.1 of Amendment No. 1 to this Agreement.

Converted A321 NEO Aircraft - as defined in Clause 3.2 of Amendment No. 1 to this Agreement.

Incremental A321 Aircraft - any or all of the fifteen (15) A321-200 model aircraft, as of the date hereof to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the relevant A321 Propulsion System installed thereon.

Incremental A321 NEO Aircraft - any or all of the twenty (20) A321-200 NEO model aircraft, to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the relevant A321 NEO Propulsion System installed thereon.

Irrevocable SCNs - the list of SCNs set forth in Exhibit B4, which are irrevocably part of the A320 NEO specification, as expressly set forth in Exhibit A3.

UNQUOTE

2    SALE AND PURCHASE OF INCREMENTAL AIRCRAFT

2.1The Seller shall manufacture, sell and deliver, and the Buyer shall purchase from the Seller and take delivery of, the Incremental A321 Aircraft and Incremental A321 NEO Aircraft, pursuant to the terms and conditions described herein and in the Agreement.

2.2The Buyer and the Seller hereby agree that unless otherwise expressly agreed herein, all terms and conditions governing the sale and purchase of A321 Backlog Aircraft under the Agreement will apply to the Incremental A321 Aircraft.


Exhibit 10.6(a)
2.3The Buyer and the Seller hereby agree that unless otherwise expressly agreed herein, all terms and conditions governing the sale and purchase of A321 NEO Aircraft under the Agreement will apply to the Incremental A321 NEO Aircraft.
2.4The Incremental A321 Aircraft and Incremental A321 NEO Aircraft will deliver to the Buyer as set forth in the Amended and Restated Schedule 1 to the Agreement, as defined in Clause 6.2 below.

3    CONVERSIONS
3.1
The Buyer and the Seller hereby agree to irrevocably convert each of the eight (8) A320 Backlog Aircraft identified with CACiDs 159 922, 159 954, 159 955, 159 921, 104 440, 104 442, 159 909 and 159 910 in the Amended and Restated Schedule 1 to the Agreement to eight (8) additional A321 Backlog Aircraft (the “Converted A321 Backlog Aircraft”) and to reschedule one (1) of such Converted A321 Backlog Aircraft to calendar year 2018 as detailed in the following table. It is hereby agreed that unless otherwise expressly agreed herein, all terms and conditions governing the sale and purchase of A321 Backlog Aircraft under the Agreement shall apply to the Converted A321 Backlog Aircraft in this Clause 3.1.

CACiDOriginal Delivery ScheduleRevised Delivery ScheduleInitial Aircraft TypeNew Aircraft Type
159 92220172017A320 Backlog AircraftConverted A321 Backlog Aircraft
159 95420172017A320 Backlog AircraftConverted A321 Backlog Aircraft
159 95520172017A320 Backlog AircraftConverted A321 Backlog Aircraft
159 92120172017A320 Backlog AircraftConverted A321 Backlog Aircraft
104 44020172017A320 Backlog AircraftConverted A321 Backlog Aircraft
104 44220172017A320 Backlog AircraftConverted A321 Backlog Aircraft
159 90920172017A320 Backlog AircraftConverted A321 Backlog Aircraft
159 91020172018A320 Backlog AircraftConverted A321 Backlog Aircraft


Exhibit 10.6(a)
3.2
In accordance with Paragraph 2.2 of Letter Agreement No. 3, the Buyer and the Seller hereby agree to irrevocably convert ten (10) A320 NEO Aircraft identified in Amended and Restated Schedule 1 with CACiD numbers 402 132, 402 133, 402 134, 402 135, 402 136, 402 137, 402 138, 402 139, 402 140 and 402 141 to ten (10) additional A321 NEO Aircraft (the “Converted A321 NEO Aircraft”) as detailed in the following table. It is hereby agreed that unless otherwise expressly agreed herein, all terms and conditions governing the sale and purchase of A321 NEO Aircraft under the Agreement will apply to the Converted A321 NEO Aircraft.

New
CACiD No.
Initial Aircraft TypeNew Aircraft Type
402 132A320 NEO AircraftConverted A321 NEO Aircraft
402 133A320 NEO AircraftConverted A321 NEO Aircraft
402 134A320 NEO AircraftConverted A321 NEO Aircraft
402 135A320 NEO AircraftConverted A321 NEO Aircraft
402 136A320 NEO AircraftConverted A321 NEO Aircraft
402 137A320 NEO AircraftConverted A321 NEO Aircraft
402 138A320 NEO AircraftConverted A321 NEO Aircraft
402 139A320 NEO AircraftConverted A321 NEO Aircraft
402 140A320 NEO AircraftConverted A321 NEO Aircraft
402 141A320 NEO AircraftConverted A321 NEO Aircraft

3.3It 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 conversions set forth in Clauses 3.1 and 3.2 above without the Seller incurring any costs, losses, expenses, additional obligations, penalties, damages or liabilities of any kind by reason of such conversions, 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.


Exhibit 10.6(a)
3.4Without prejudice to Clause 3.3, 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 conversions in Clauses 3.1 and 3.2 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 3.4.

4    INCREMENTAL AIRCRAFT COMMITMENT FEE

The Seller acknowledges that the Buyer has paid to the Seller [***] incremental aircraft commitment fee in the amount of [***] US dollars (US$[***]) per each Incremental A321 Aircraft and each Incremental A321 NEO Aircraft (the “Incremental Aircraft Commitment Fee”) for an aggregate total of [***] US dollars (US$[***]). The Incremental Aircraft Commitment Fee for each incremental aircraft will be [***].

5    PRICE

5.1The Base Price of the Converted A321 Backlog Airframe and the Base Price of the Incremental A321 Airframe are the same as the Base Price of the A321 Backlog Airframe set forth in Clause 3.1.5 of the Agreement.

5.2The Base Price of the Converted A321 NEO Airframe and the Base Price of the Incremental A321 NEO Airframe are the same as the Base Price of the A321 NEO Airframe as set forth in Clause 3.1.11 of the Agreement (as set forth in Paragraph 4.1 of Letter Agreement No. 3).

6    DELIVERY

6.1The CACiD for the A321 Backlog Aircraft with aircraft rank number 140 is corrected to read 159 944.

6.2
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.
6.3For reference purposes only, CACiD numbers are added to the Amended and Restated Schedule 1 for the Aircraft bearing aircraft rank numbers 189 through 198, 203 through 212, 218 through 227, and 233 through 242.

Exhibit 10.6(a)

6.4All references in the Agreement pertaining to A319 Backlog Aircraft are deleted in their entirety.

7    OTHER AMENDMENTS

7.1    Clause 9.1.1 is deleted in its entirety and replaced by the following quoted text:

QUOTE

9.1.1In respect of each Aircraft corresponding to a Scheduled Delivery Year as set forth in Schedule 1, the Seller will provide notification to the Buyer of the Scheduled Delivery Quarter no later than [***].

UNQUOTE

7.2Letter Agreement No. 1 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 1 attached hereto.

7.3Letter Agreement No. 2 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 2 attached hereto.

74Letter Agreement No. 3 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 3 attached hereto.

7.5In the last sentence of Paragraph 3 of Letter Agreement No. 4 to the Agreement, the words “Paragraph 8” are deleted and replaced with the words “Paragraph 9”.

7.6Letter Agreement No. 6 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 6 attached hereto.


Exhibit 10.6(a)
8.    OTHER COMMERCIAL TERMS

8.1The Predelivery Payments for the Incremental A321 Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.3 and 2 of Amended and Restated Letter Agreement No. 2 to the Agreement.

8.2The Predelivery Payments for the Incremental A321 NEO Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.4 and 2 of Amended and Restated Letter Agreement No. 2 to the Agreement.

8.3The Predelivery Payments for the Converted A321 Backlog Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraph 1.3 of Amended and Restated Letter Agreement No. 2 to the Agreement.
8.4The Predelivery Payments for the Converted A321 NEO Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraph 1.4 of Amended and Restated Letter Agreement No. 2 to the Agreement.

8.5The purchase incentives for the Incremental A321 Aircraft are as set forth in Paragraphs 8.1 through 8.3 of Amended and Restated Letter Agreement No. 1 to the Agreement.

8.6The purchase incentives for the Converted A321 Backlog Aircraft are as set forth in Paragraphs 3.1 through 3.3 of Amended and Restated Letter Agreement No. 1 to the Agreement.

8.7The purchase incentives for the Converted A321 NEO Aircraft and the Incremental A321 NEO Aircraft are as set forth in Paragraphs 6.1 through 6.3 of Amended and Restated Letter Agreement No. 1 to the Agreement.


Exhibit 10.6(a)
8.8The price preservation applicable to the Converted A321 Backlog Aircraft, the Converted A321 NEO Aircraft, the Incremental A321 Aircraft and the Incremental A321 NEO Aircraft is as set forth in Paragraph 9 of Amended and Restated Letter Agreement No. 1 to the Agreement.

9EFFECT 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.

10CONFIDENTIALITY

This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement.

11ASSIGNMENT

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 11 will be void and of no force or effect.


Exhibit 10.6(a)
12COUNTERPARTS

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.

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.



/s/ Mark D. Powers            /s/ John Leahy
By: Mark D. Powers            By: John Leahy
Its: EVP Chief Financial Officer                Its: Chief Operating Officer, Customers















Exhibit 10.6(a)
APPENDIX I

AMENDED AND RESTATED SCHEDULE I















Appendix 1
to
Amendment No. 1

Amended and Restated
SCHEDULE 1










Exhibit 10.6(a)
AMENDED AND RESTATED SCHEDULE I
DELIVERY SCHEDULE

 CACiD No.Aircraft Rank No.TypeScheduled Delivery Month/QuarterScheduled Delivery Year
1159 908122Group 1 A320 Aircraft[***]2011
2159 942123Group 1 A320 Aircraft[***]2012
3159 943124Group 1 A320 Aircraft[***]2012
4159 950125Group 1 A320 Aircraft[***]2012
5159 951126Group 1 A320 Aircraft[***]2012
6159 923127Group 1 A320 Aircraft[***]2012
7159 924128Group 1 A320 Aircraft[***]2012
8159 925129Group 1 A320 Aircraft[***]2012
9159 939130A320 Backlog Aircraft[***]2013
10159 960131A320 Backlog Aircraft[***]2013
11159 961132A320 Backlog Aircraft[***]2013
12159 962133A321 Backlog Aircraft[***]2013
13159 963134A321 Backlog Aircraft[***]2013
14159 964135A321 Backlog Aircraft[***]2013
15159 965136A321 Backlog Aircraft[***]2013
16159 916137A321 Backlog Aircraft[***]2014
17159 940138A321 Backlog Aircraft[***]2014
18159 941139A321 Backlog Aircraft[***]2014
19159 944140A321 Backlog Aircraft[***]2014
20159 945141A321 Backlog Aircraft[***]2014
21159 946142A321 Backlog Aircraft[***]2014
22159 947143A321 Backlog Aircraft[***]2014
23159 948144A321 Backlog Aircraft[***]2014
24159 949145A321 Backlog Aircraft[***]2014
25159 956146A321 Backlog Aircraft[***]2015
26159 957147A321 Backlog Aircraft[***]2015
27159 958148A321 Backlog Aircraft[***]2015
28159 959149A321 Backlog Aircraft[***]2015

Exhibit 10.6(a)
29159 929150A321 Backlog Aircraft[***]2015
30159 930151A321 Backlog Aircraft[***]2015
31159 931152A321 Backlog Aircraft[***]2015
32159 932153A321 Backlog Aircraft[***]2015
33159 933154A321 Backlog Aircraft[***]2015
34 155Incremental A321 Aircraft[***]2015
35159 920156A321 Backlog Aircraft[***]2015
36 157Incremental A321 Aircraft[***]2015
37159 911158A321 Backlog AircraftYear2016
38159 912159A321 Backlog AircraftYear2016
39159 917160A321 Backlog AircraftYear2016
40159 918161A321 Backlog AircraftYear2016
41159 926162A321 Backlog AircraftYear2016
42159 927163A321 Backlog AircraftYear2016
43159 928164A321 Backlog AircraftYear2016
44159 952165A320 Backlog AircraftYear2016
45159 953166A320 Backlog AircraftYear2016
46159 934167A320 Backlog AircraftYear2016
47 168Incremental A321 AircraftYear2016
48 169Incremental A321 AircraftYear2016
49 170Incremental A321 AircraftYear2016
50 171Incremental A321 AircraftYear2016
51 172Incremental A321 AircraftYear2016
52159 922173Converted A321 Backlog AircraftYear2017
53159 954174Converted A321 Backlog AircraftYear2017
54159 955175Converted A321 Backlog AircraftYear2017
55159 921176Converted A321 Backlog AircraftYear2017
56104 440177Converted A321 Backlog AircraftYear2017
57104 442178Converted A321 Backlog AircraftYear2017
58159 909179Converted A321 Backlog AircraftYear2017
59 180Incremental A321 AircraftYear2017
60 181Incremental A321 AircraftYear2017

Exhibit 10.6(a)
61 182Incremental A321 AircraftYear2017
62 183Incremental A321 AircraftYear2017
63 184Incremental A321 AircraftYear2017
64 185Incremental A321 AircraftYear2017
65 186Incremental A321 AircraftYear2017
66 187Incremental A321 AircraftYear2017
67159 910188Converted A321 Backlog AircraftYear2018
68402 127189A320 NEO AircraftYear2018
69402 128190A320 NEO AircraftYear2018
70402 129191A320 NEO AircraftYear2018
71402 130192A320 NEO AircraftYear2018
72402 131193A320 NEO AircraftYear2018
73402 132194Converted A321 NEO AircraftYear2018
74402 133195Converted A321 NEO AircraftYear2018
75402 134196Converted A321 NEO AircraftYear2018
76402 135197Converted A321 NEO AircraftYear2018
77402 136198Converted A321 NEO AircraftYear2018
78 199Incremental A321 NEO AircraftYear2018
79 200Incremental A321 NEO AircraftYear2018
80 201Incremental A321 NEO AircraftYear2018
81 202Incremental A321 NEO AircraftYear2018
82402 137203Converted A321 NEO AircraftYear2019
83402 138204Converted A321 NEO AircraftYear2019
84402 139205Converted A321 NEO AircraftYear2019
85402 140206Converted A321 NEO AircraftYear2019
86402 141207Converted A321 NEO AircraftYear2019
87 208Incremental A321 NEO AircraftYear2019
88 209Incremental A321 NEO AircraftYear2019
89 210Incremental A321 NEO AircraftYear2019
90 211Incremental A321 NEO AircraftYear2019
91 212Incremental A321 NEO AircraftYear2019
92 213Incremental A321 NEO AircraftYear2019

Exhibit 10.6(a)
93 214Incremental A321 NEO AircraftYear2019
94 215Incremental A321 NEO AircraftYear2019
95 216Incremental A321 NEO AircraftYear2019
96 217Incremental A321 NEO AircraftYear2019
97 218Incremental A321 NEO AircraftYear2020
98 219Incremental A321 NEO AircraftYear2020
99 220Incremental A321 NEO AircraftYear2020
100 221Incremental A321 NEO AircraftYear2020
101 222Incremental A321 NEO AircraftYear2020
102 223Incremental A321 NEO AircraftYear2020
103402 142224A320 NEO AircraftYear2020
104402 143225A320 NEO AircraftYear2020
105402 144226A320 NEO AircraftYear2020
106402 145227A320 NEO AircraftYear2020
107402 146228A320 NEO AircraftYear2020
108402 147229A320 NEO AircraftYear2020
109402 148230A320 NEO AircraftYear2020
110402 149231A320 NEO AircraftYear2020
111402 150232A320 NEO AircraftYear2020
112402 151233A320 NEO AircraftYear2021
113402 152234A320 NEO AircraftYear2021
114402 153235A320 NEO AircraftYear2021
115402 154236A320 NEO AircraftYear2021
116402 155237A320 NEO AircraftYear2021
117402 156238A320 NEO AircraftYear2021
118402 157239A320 NEO AircraftYear2021
119402 158240A320 NEO AircraftYear2021
120402 159241A320 NEO AircraftYear2021
121402 160242A320 NEO AircraftYear2021
122402 161243A320 NEO AircraftYear2021
123402 162244A320 NEO AircraftYear2021
124402 163245A320 NEO AircraftYear2021
125402 164246A320 NEO AircraftYear2021

Exhibit 10.6(a)
126402 165247A320 NEO AircraftYear2021
127402 166248A320 NEO AircraftYear2021



Exhibit 10.6(a)
AMENDED AND RESTATED
LETTER AGREEMENT NO. 1

As of October 25, 2013

JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: PURCHASE INCENTIVES

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended and Restated Letter Agreement No. 1 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 1 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to incorporate relevant amendments to such Original Letter Agreement into a single document.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:

1.    INTENTIONALLY LEFT BLANK

2.    A320 BACKLOG AIRCRAFT (Excluding Group 1 A320 Aircraft)

Exhibit 10.6(a)
2.1
In respect of each A320 Backlog Aircraft (excluding Group 1 A320 Aircraft) that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “A320 Backlog Aircraft Credit Memoranda”):
[***]
2.2The A320 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

2.3The A320 Backlog Aircraft Credit Memoranda will be [***] of each A320 Backlog Aircraft that is sold by the Seller and purchased by the Buyer. The A320 Backlog Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A320 Backlog Aircraft, the A320 Backlog Aircraft Credit Memoranda will be [***] of the A320 Backlog Aircraft.
3.    A321 BACKLOG AIRCRAFT and CONVERTED A321 BACKLOG AIRCRAFT
3.1
In respect of each A321 Backlog Aircraft and each Converted A321 Backlog Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “A321 Backlog Aircraft Credit Memoranda”):
[***]
3.2The A321 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

3.3The A321 Backlog Aircraft Credit Memoranda will be [***] of each A321 Backlog Aircraft and each Converted A321 Backlog Aircraft that is sold by the Seller and purchased by the Buyer. The A321 Backlog Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A321 Backlog Aircraft or Converted A321 Backlog Aircraft, the A321 Backlog Aircraft Credit Memoranda will be [***] of the A321 Backlog Aircraft or [***] of the Converted A321 Backlog Aircraft, as applicable.

Exhibit 10.6(a)
4.    A319 NEO AIRCRAFT
4.1In respect of each A319 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A319 NEO Aircraft Credit Memoranda”):
[***]

4.2 The A319 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

4.3The A319 NEO Aircraft Credit Memoranda will be [***] of each A319 NEO Aircraft. The A319 NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A319 NEO Aircraft, the A319 NEO Aircraft Credit Memoranda will be [***] of the A319 NEO Aircraft.
5.    A320 NEO AIRCRAFT
5.1
In respect of each A320 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A320 NEO Aircraft Credit Memoranda”):
[***]
5.2The A320 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

5.3The A320 NEO Aircraft Credit Memoranda will [***] of each A320 NEO Aircraft. The A320 NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A320 NEO Aircraft, the A320 NEO Aircraft Credit Memoranda will be [***] of the A320 NEO Aircraft.
6.    A321 NEO AIRCRAFT, CONVERTED A321 NEO AIRCRAFT AND INCREMENTAL A321 NEO AIRCRAFT

Exhibit 10.6(a)
6.1
In respect of each A321 NEO Aircraft, Converted A321 NEO Aircraft and each Incremental A321 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A321 NEO Aircraft Credit Memoranda”):
[***]
6.2The A321 NEO Aircraft Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

6.3The A321 NEO Credit Memoranda will be [***] of each A321 NEO Aircraft, each Converted A321 NEO Aircraft, and each Incremental A321 NEO Aircraft. The A321 NEO Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of the relevant Aircraft, the A321 NEO Aircraft Credit Memoranda will be [***] of such Aircraft.
7.    GROUP 1 A320 AIRCRAFT
7.1
In respect of each Group 1 A320 Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “Group 1 Aircraft Credit Memoranda”):
[***]
7.2The Group 1 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

7.3The Group 1 Aircraft Credit Memoranda will be [***] of each Group 1 A320 Aircraft that is sold by the Seller and purchased by the Buyer. The Group 1 Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of a Group 1 A320 Aircraft, the Group 1 Aircraft Credit Memoranda will be [***] of the Group 1 A320 Aircraft.
8.    INCREMENTAL A321 AIRCRAFT

Exhibit 10.6(a)
8.1
In respect of each Incremental A321 Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “Incremental A321 Aircraft Credit Memoranda”):
[***]
8.2The Incremental A321 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

8.3The Incremental A321 Aircraft Credit Memoranda will be [***] of each Incremental A321 Aircraft that is sold by the Seller and purchased by the Buyer. The Incremental A321 Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an Incremental A321 Aircraft, the Incremental A321 Aircraft Credit Memoranda will be [***] of the Incremental A321 Aircraft.
9.    [***]

10.    [***]
 
11.    [***]
 
12.    [***]
 
13.    [***]
 
14.    [***]
 
15.    [***]

16.    [***]
 
17.    [***]
 
18.    [***]
 
19.    [***]
 
20.    [***]
 
21.    [***]

Exhibit 10.6(a)
 
22.    ADMINISTRATION OF CREDITS

[***]

The above amounts are stated at delivery conditions prevailing in [***] and will be adjusted to the date of the respective availability in accordance with the Seller Price Revision Formula, as amended by Paragraph 9 of this Letter Agreement.

23.    ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 23 will be void and of no force or effect.

24.    CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.

25.    COUNTERPARTS

This Letter Agreement 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.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.
    
/s/ John Leahy_____________________
    
By: John Leahy
Its: Chief Operating Officer, Customers


Accepted and Agreed

JETBLUE AIRWAYS CORPORATION

/s/ Mark D. Powers_________________

By: Mark D. Powers
Its: EVP Chief Financial Officer



Exhibit 10.6(a)



Exhibit 10.6(a)
AMENDED AND RESTATED
LETTER AGREEMENT NO. 2

As of October 25, 2013

JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: PAYMENTS

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of even date herewith the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended and Restated Letter Agreement No. 2 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 2 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to incorporate relevant amendments to such Original Letter Agreement into a single document.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
1PREDELIVERY PAYMENTS


Exhibit 10.6(a)
1.1For Backlog Aircraft (excluding Incremental A321 Aircraft and Converted A321 Backlog Aircraft), Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:

QUOTE

5.3.2The Predelivery Payment Reference Price for a Backlog Aircraft to be delivered [***] is determined in accordance with the following formula:

[***].

5.3.3Predelivery Payments will be paid according to the following schedule.

Payment Date
Percentage of Predelivery Payment
Reference Price
  
1st Payment
[***][***]
2nd Payment
[***][***]
3rd Payment
[***][***]
______________________________________________________
TOTAL PAYMENT PRIOR TO DELIVERY[***]

In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement.

UNQUOTE

1.2For NEO Aircraft (excluding Incremental A321 NEO Aircraft and Converted A321 NEO Aircraft), Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:

Exhibit 10.6(a)

QUOTE

5.3.2    The Predelivery Payment Reference Price for a NEO Aircraft to be delivered [***] is determined in accordance with the following formula:

[***]


5.3.3    Predelivery Payments will be paid according to the following schedule.



Payment Date
Percentage of Predelivery Payment
Reference Price
  
1st Payment
[***][***]
2nd Payment
[***][***]
3rd Payment
[***][***]
______________________________________________________
TOTAL PAYMENT PRIOR TO DELIVERY[***]

In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement.

UNQUOTE

1.3For Incremental A321 Aircraft and Converted A321 Backlog Aircraft, Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:

QUOTE

5.3.2The Predelivery Payment Reference Price for an Incremental A321 Aircraft or a Converted A321 Backlog Aircraft to be delivered [***] is determined in accordance with the following formula:

Exhibit 10.6(a)

[***]

5.3.3Predelivery Payments will be paid according to the following schedule.

Payment Date
Percentage of Predelivery Payment
Reference Price
  
1st Payment
[***][***]
2nd Payment
[***][***]
3rd Payment
[***][***]
______________________________________________________
TOTAL PAYMENT PRIOR TO DELIVERY[***]

In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement.

UNQUOTE

1.4For Incremental A321 NEO Aircraft and Converted A321 NEO Aircraft, Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:

QUOTE

5.3.2    The Predelivery Payment Reference Price for an Incremental A321 NEO Aircraft or a Converted A321 NEO Aircraft to be delivered [***] is determined in accordance with the following formula:

[***]

5.3.3    Predelivery Payments will be paid according to the following schedule.


Exhibit 10.6(a)
Payment Date
Percentage of Predelivery Payment
Reference Price
  
1st Payment
[***][***]
2nd Payment
[***][***]
3rd Payment
[***][***]
______________________________________________________
TOTAL PAYMENT PRIOR TO DELIVERY[***]

In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement.

UNQUOTE

2.[***]

Clause 5.3.5 with the following quoted text is added to the Agreement:

QUOTE

[***]

As used herein:

(i)    [***]

(ii)    "Business Day" shall mean any day which is not a Saturday or a Sunday and which is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in New York, New York, or London, England and

(iii)    [***]

UNQUOTE

3    BACKLOG AIRCRAFT [***]

The Buyer and the Seller acknowledge that the Buyer [***] in accordance with the terms and conditions set forth in Paragraph 2 of this Letter Agreement.


Exhibit 10.6(a)
4ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 4 will be void and of no force or effect.

5CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.

6COUNTERPARTS

This Letter Agreement 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.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.

/s/ John Leahy___________________


By: John Leahy
Its: Chief Operating Officer, Customers


Accepted and Agreed

JETBLUE AIRWAYS CORPORATION

/s/ Mark D. Powers__________________

By: Mark D. Powers

Exhibit 10.6(a)
Its: EVP Chief Financial Officer




Exhibit 10.6(a)
AMENDED AND RESTATED
LETTER AGREEMENT NO. 3

As of October 25, 2013

JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: [***]

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended and Restated Letter Agreement No. 3 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 3 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to incorporate relevant amendments to such Original Letter Agreement into a single document.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:

1    DEFINITIONS

Clause 0 to the Agreement is amended to either modify or add the following defined terms between the words “QUOTE” and “UNQUOTE”:
    
QUOTE

Exhibit 10.6(a)

A319 Aircraft - an Airbus A319-100 model aircraft firmly ordered under this Agreement including the A319 Airframe, the A319 Propulsion System, and any part, component, furnishing or equipment installed on the A319 Aircraft on Delivery.

A319 Airframe - any A319 Aircraft, excluding A319 Propulsion System therefor.

A319 NEO Aircraft - any or all of the A319 Aircraft that have been [***] pursuant to this Agreement together with all components, equipment, parts and accessories installed in or on such aircraft and the A319 NEO Propulsion System installed thereon upon Delivery.

A319 NEO Propulsion System - as defined in Clause 2.3.6, as set forth in Paragraph 3.2 of Letter Agreement No. 3.

A319 Propulsion System - as defined in Clause 2.3.5, as set forth in Paragraph 3.2 of Letter Agreement No. 3.

A319 Specification - either (a) the A319 Standard Specification if no SCNs are applicable or (b) if SCNs are issued, the A319 Standard Specification as amended by all applicable SCNs.

A319 Standard Specification - the A319 standard specification document number J.000.01000, Issue 7, dated June 20, 2011, which includes a maximum take-off weight (MTOW) of [***] metric tons, a maximum landing weight (MLW) of [***] metric tons and a maximum zero fuel weight (MZFW) of [***] metric tons, a copy of which is annexed as Appendix 1.

A321 Backlog Aircraft - any or all of the remaining thirty (30), of the fifty-two (52) A320-200 model aircraft originally to be sold by the Seller and purchased by the Buyer pursuant to the Original Agreement, as of the date hereof to be sold by the Seller and purchased by the Buyer pursuant to this Agreement as A321-200 model aircraft, and any [***] pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the relevant A321 Propulsion System installed thereon.

A321 NEO Aircraft - any or all of the A321 aircraft that have been [***] pursuant to this Agreement together with all components, equipment, parts and accessories installed in or on such aircraft and the A321 NEO Propulsion System installed thereon upon Delivery. For the sake of clarity, A321 NEO Aircraft includes the Converted A321 NEO Aircraft and the Incremental A321 NEO Aircraft.

A321 NEO Propulsion System - as defined in Clause 2.3.4, as set forth in Paragraph 3.2 of Letter Agreement No. 3.

Aircraft - individually or collectively, the Group 1 A320 Aircraft, the A319 NEO Aircraft, the A320 Backlog Aircraft, the A320 NEO Aircraft, the A321 Backlog Aircraft, the A321 NEO Aircraft, the Converted A321 Backlog Aircraft, the Converted A321 NEO Aircraft, the Incremental A321 Aircraft and the Incremental A321 NEO Aircraft, as applicable.

Airframe - as applicable, the A319 Airframe, the A320 Airframe or the A321 Airframe.

Backlog Aircraft - the A320 Backlog Aircraft and the A321 Backlog Aircraft.


Exhibit 10.6(a)
Base Price of the Airframe - the Base Price of the A319 NEO Airframe, the Base Price of the A320 Backlog Airframe, the Base Price of A320 NEO Airframe, the Base Price of the A321 Backlog Airframe, the Base Price of the A321 NEO Airframe, the Base Price of the Group 1 A320 Airframe, the Base Price of the Incremental A321 Airframe, the Base Price of the Incremental A321 NEO Airframe, the Base Price of the Converted A321 Airframe or the Base Price of the Converted A321 NEO Airframe, as applicable.

Base Price of the A319 NEO Airframe - as defined in Paragraph 4 herein.

Base Price of the A321 NEO Airframe - as defined in Paragraph 4 herein.

Base Price of the Group 1 A320 Airframe - as defined in Paragraph 4 herein.

Base Price of the Converted A321 Backlog Airframe - as defined in Paragraph 4 herein.

Base Price of the Converted A321 NEO Airframe - as defined in Paragraph 4 herein.

Base Price of the Incremental A321 Airframe - as defined in Paragraph 4 herein.

Base Price of the Incremental A321 NEO Airframe - as defined in Paragraph 4 herein.

CFM LEAP X Propulsion System - the CFM LEAP X-1A24 Propulsion System, the CFM LEAP X-1A26 Propulsion Systems and the CFM LEAP X-1A32 Propulsion System, as applicable.

IAE Propulsion System - the IAE V2524-A5 Propulsion System, the IAE V2527-A5 Propulsion System and the IAE V2533-A5 Propulsion System, as applicable.

Irrevocable SCNs - the list of SCNs respectively set forth in Appendix 2, Exhibit B4 to the Agreement and Appendix 3, which are irrevocably part of the A319 NEO Aircraft specification set forth in Appendix 2, the A320 NEO Aircraft specification and the A321 NEO Aircraft specification, as applicable.

NEO Aircraft - an A319 NEO Aircraft, an A320 NEO Aircraft and an A321 NEO Aircraft, as applicable.

NEO Propulsion System - the A319 NEO Propulsion System, the A320 NEO Propulsion System and the A321 NEO Propulsion System, as applicable.

Propulsion System - the CFM LEAP X-1A24 Propulsion System, the CFM LEAP X-1A27 Propulsion System, the CFM LEAP X-1A32 Propulsion System, the IAE V2527-A5 Propulsion System, the IAE V2533-A5 Propulsion System, the PW1124G Propulsion System, the PW1127G Propulsion System and the PW1133G Propulsion System, as applicable.

PW Propulsion System - the PW1124G Propulsion System, the PW1127G Propulsion System and the PW1133G Propulsion System, as applicable.
 
Standard Specification - the A319 Standard Specification, the A320 Standard Specification and the A321 Standard Specification, as applicable.


Exhibit 10.6(a)
2[***]

2.3    Aircraft Specification

2.3.1The A319 Standard Specification, as set forth in Appendix 1 to this Letter Agreement, is hereby incorporated into the Agreement.

2.3.2    Intentionally Left Blank

2.3.3The A319 NEO Aircraft SCN List, as set forth in Appendix 3 to this Letter Agreement, is hereby incorporated into the Agreement.

2.3.4The A321 NEO Aircraft SCN List, as set forth in Appendix 4 to this Letter Agreement, is hereby incorporated into the Agreement and shall also apply to the Incremental A321 NEO Aircraft.
    
2.3.5Clauses 2.1.2.1 and 2.1.2.2 of the Agreement is deleted in its entirety and replaced with the following Clauses 2.1.2.1 and 2.1.2.2 to read as set forth in the following quoted text:

QUOTE

2.1.2.1
The Seller is currently developing a new engine option (the “New Engine Option” or “NEO”), applicable to the A319-100, A320-200 and A321-200 model aircraft (the “A320 Family Aircraft”). The specification of the A320 Family Aircraft with NEO will be derived from the relevant Standard Specification and will include (i) as applicable, the relevant NEO Propulsion System (ii) Sharklets, (iii) airframe structural adaptations and (iv) Aircraft systems and software adaptations required to operate such A320 Family Aircraft with the New Engine Option. The foregoing is currently reflected in the Irrevocable SCNs listed in Exhibit B4 to the Agreement, Appendix 3 and Appendix 4 to this Letter Agreement, the implementation of which is hereby irrevocably accepted by the Buyer.

2.1.2.2    The New Engine Option shall modify the design weights of the

Exhibit 10.6(a)

(i)
A319 Standard Specification as follows: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons,
(ii)A320 Standard     Specification as follows: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons, and
(iii)the A321 Standard Specification as follows: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons.

It is agreed and understood that the above design weights may be updated upon final NEO specification freeze.

UNQUOTE

3    PROPULSION SYSTEMS

3.1    Clause 2.3.2 is deleted in its entirety and replaced with the following quoted texted:

QUOTE
2.3.2
The A320 NEO Airframe will be equipped with either a set of two (2) (i) CFMI Leap-X1A26 engines with an AET of 26,600 lbf or (ii) PW1127G engines with an AET of 26,800 lbf (each, the “A320 NEO Propulsion System”).

UNQUOTE

3.2        New Clauses 2.3.4, 2.3.5 and 2.3.6 are inserted into the Agreement as set forth in the following quoted text:

QUOTE

2.3.4
The A321 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP X-1A32 engines with an AET of 32,100 lbf or (ii) PW1133G engines with an AET of 32,700 lbf (each, the “A321 NEO Propulsion System”).

2.3.5    Intentionally Left Blank
2.3.6
The A319 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP X-1A24 engines with an AET of 24,400 lbf or (ii) PW1124G engines with an AET of 24,500 lbf (each, the “A319 NEO Propulsion System”).

Exhibit 10.6(a)

UNQUOTE

3.3    Clause 2.3.4 of the Agreement is renumbered to Clause 2.3.7.

3.4CFM has informed the Seller of its intention to change the original development engine designation of all LEAP-X1A Propulsion Systems to LEAP-1A, and PW has informed the Seller of its intention to change the original development engine designation of all PW1100G Propulsion Systems to PW1100G-JM.

The Buyer hereby agrees and accepts that any reference to respectively LEAP-X1A Propulsion Systems or LEAP-1A Propulsion Systems shall be construed as references to the same engine types.

The Buyer hereby agrees and accepts that any reference to respectively PW1100G Propulsion Systems or PW1100G-JM Propulsion Systems shall be construed as references to the same engine types.

The Buyer hereby acknowledges that any and all claims, concerns or issues it may have in respect of the foregoing shall be addressed directly to CFM or PW as applicable, and the Seller hereby declines any and all responsibility with respect to any modifications to Propulsion Sytem designations.

4    AIRFRAME BASE PRICES

4.1New Clauses 3.1.9, 3.1.10, 3.1.11, 3.1.12, 3.1.13 and 3.1.14 are added to the Agreement to read as follows in the quoted text:

QUOTE

3.1.9
The “Base Price of the A319 NEO Airframe” is the sum of the following base prices:


(i)the base price of the A319 NEO Airframe as defined in the A319 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers which is:

USD $[***]


Exhibit 10.6(a)
(US Dollars - [***]),

(ii)the sum of the base prices of the Irrevocable SCNs set forth in Appendix 3 to this Letter Agreement, which is the sum of:

a)the base price of the New Engine Option is:

USD $[***]

(US Dollars - [***]) and

b)the base price of the Sharklets is

USD $[***]

(US Dollars - [***]),

(iii)the sum of the base prices of any and all additional SCNs (other than Irrevocable SCNs to the extent included in Clause 3.1.9(ii)) set forth in Appendix 3 to this Letter Agreement is:

USD $[***]
    
(US Dollars - [***]), and

(iv)the base price of the Master Charge Engine, which is applicable if a CFM LEAP X Propulsion System is selected, which is:

USD $[***] (US Dollars - [***]).

3.1.10The A319 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.

Exhibit 10.6(a)

3.1.11
The “Base Price of the A321 NEO Airframe” is the sum of the following base prices:

(i)the base price of the A321 NEO Airframe as defined in the A321 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers which is:

USD $[***]

(US Dollars - [***]),

(ii)the sum of the base prices of the Irrevocable SCNs set forth in Appendix 4 to this Letter Agreement, which is the sum of:

a)the base price of the New Engine Option is:

USD $[***]

(US Dollars - [***]) and


b)the base price of the Sharklets is

USD $[***]

(US Dollars - [***]), and

(iii)the sum of the base prices of any and all additional SCNs (other than Irrevocable SCNs to the extent included in Clause 3.1.11(ii)) set forth in Appendix 4 to this Letter Agreement is:


Exhibit 10.6(a)
USD $[***]

(US Dollars - [***]), and

(iv)the base price of the Master Charge Engine, which is applicable if a CFM LEAP X Propulsion System is selected, which is:

USD $[***] (US Dollars - [***]).

3.1.12    The A321 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.

UNQUOTE

4.2    New Clauses 3.2.5, 3.2.6 and 3.2.7 are added to the Agreement to read as follows in the quoted text:

QUOTE

3.2.5    Intentionally Left Blank

3.2.6
(i)    the base price of a set of two (2) CFM LEAP X-1A24 engines (the “CFM LEAP X- 1A24 Propulsion System” is

USD $[***]

(US Dollars - [***])

The Base Price of the CFM LEAP X-1A24 Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the applicable CFM Propulsion System Reference Price, as set forth in Part 2 of Exhibit C.

Notwithstanding the foregoing, the CFM Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.

(ii)
the base price of a set of two (2) CFM LEAP X-1A32 engines (the “CFM LEAP X-1A32 Propulsion System”) is

USD $[***]


Exhibit 10.6(a)
(US Dollars - [***])

The Base Price of the CFM LEAP X-1A32 Propulsion System has been established in accordance with the delivery conditions prevailing in [***]and has been calculated from the applicable CFM Propulsion System Reference Price, as set forth in Part 2 of Exhibit C.

Notwithstanding the foregoing, the CFM Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.
        
3.2.7
(i)    the base price of a set of two (2) PW1124G engines (the “PW1124G Propulsion System”) is

USD $[***]

(US Dollars - [***])

The Base Price of the PW1124G Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the applicable PW Propulsion System Reference Price, as set forth in Part 4 of Exhibit C.

Notwithstanding the foregoing, the PW Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.

(ii)
the base price of a set of two (2) PW1133 engines (the “PW1133G Propulsion System”) is

USD $[***]

(US Dollars - [***])

The Base Price of the PW Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the applicable PW Propulsion System Reference Price, as set forth in Part 4 of Exhibit C.

Notwithstanding the foregoing, the PW Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.

UNQUOTE

5    OTHER COMMERCIAL TERMS


Exhibit 10.6(a)
5.1The Predelivery Payments for Backlog Aircraft (excluding Converted A321 Backlog Aircraft), is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.1 and 2 of Letter Agreement No. 2 to the Agreement.

5.2The Predelivery Payments for NEO Aircraft (excluding the Incremental A321 NEO Aircraft and the Converted A321 NEO Aircraft) is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.2 and 2 of Letter Agreement No. 2 to the Agreement.

5.3The purchase incentives applicable to the A319 NEO Aircraft are set forth in Paragraphs 4.1 through 4.3 Letter Agreement No. 1 to the Agreement.

5.4The purchase incentives applicable to the A321 NEO Aircraft are set forth in Paragraphs 6.1 through 6.3 of Letter Agreement No. 1 to the Agreement.

5.5The [***] applicable to the A319 NEO Aircraft and the A321 NEO Aircraft is set forth in Paragraph 9 of Letter Agreement No. 1 to the Agreement.

6.    NEO AIRCRAFT AND [***]

6.1Notwithstanding the Delivery Schedule set forth in Clause 9.1 of the Agreement, [***]

6.2    If the Seller exercises its right pursuant to Paragraph 6.1 above, [***]

6.3    Between [***] and [***], the [***].

6.4    Predelivery Payments received for any NEO Aircraft [***] pursuant to Paragraphs 6.1 or 6.3 above, [***].

[***]


Exhibit 10.6(a)
8ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 8 will be void and of no force or effect.

9    CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.

10    COUNTERPARTS

This Letter Agreement 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.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.
    
/s/ John Leahy_____________________
    
By: John Leahy
Its: Chief Operating Officer, Customers


Accepted and Agreed

JETBLUE AIRWAYS CORPORATION

/s/ Mark D. Powers_________________

By: Mark D. Powers
Its: EVP Chief Financial Officer




Exhibit 10.6(a)
AMENDED AND RESTATED
LETTER AGREEMENT NO. 6

As of October 25, 2013

JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: SUPPORT MATTERS

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this amended and restated Letter Agreement No. 6 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 6 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to incorporate relevant amendments to such Original Letter Agreement into a single document.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:

1.    WARRANTY PERIOD
Clause 12.1.3 of the Agreement is deleted in its entirety and replaced with the following language between QUOTE and UNQUOTE:

QUOTE


Exhibit 10.6(a)
12.1.3 The warranties set forth in Clauses 12.1.1 and 12.1.2 will be limited to those defects that [***] (the “Warranty Period”).

UNQUOTE

2.    REVISION SERVICE
2.1For Backlog Aircraft (including Converted A321 Backlog Aircraft) and Incremental A321 Aircraft, Clause 14.5 of the Agreement is deleted in its entirety and replaced by Clause 14.5 below between QUOTE and UNQUOTE:
QUOTE

14.5    Revision Service

For each Incremental A321 Aircraft firmly ordered under this Agreement, revision service for the Technical Data will be provided [***] (the “Revision Service Period”).
For each Backlog Aircraft (including Converted A321 Backlog Aircraft) firmly ordered under this Agreement, revision service for the Technical Data will be provided [***] (the “Revision Service Period”).

For each Backlog Aircraft (including Converted A321 Backlog Aircraft) firmly ordered under this Agreement, for the period from [***] (the “Extended Revision Service Period”), revision service will be provided [***].

Thereafter revision service will be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.

UNQUOTE
2.2For NEO Aircraft (including Converted A321 NEO Aircraft) and Incremental A321 NEO Aircraft, Clause 14.5 of the Agreement is deleted in its entirety and replaced by Clause 14.5 below between QUOTE and UNQUOTE:
QUOTE

14.5    Revision Service

For each NEO Aircraft firmly ordered under this Agreement, revision service for the Technical Data will be provided [***] (also a “Revision Service Period”).

Thereafter revision service will be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.

UNQUOTE


Exhibit 10.6(a)
3.    [***]

4.    [***]

5.    ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 5 will be void and of no force or effect.

6.    CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.

7.    COUNTERPARTS

This Letter Agreement 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.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.

/s/ John Leahy_____________________

By: John Leahy
Its: Chief Operating Officer, Customers


Accepted and Agreed

JETBLUE AIRWAYS CORPORATION

/s/ Mark D. Powers__________________

By: Mark D. Powers
Its: EVP Chief Financial Officer
Exhibit 10.6(b)
AMENDMENT NO. 2

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. 2 (hereinafter referred to as the “Amendment”) is entered into as of November 19, 2014 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 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 and conversion of certain aircraft.

NOW THEREFORE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, IT IS AGREED AS FOLLOWS:

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.

1    RESCHEDULING AND CONVERSIONS

1.1    The Buyer and the Seller hereby agree to irrevocably:

(i) convert each of the three (3) A320 Backlog Aircraft identified with CACiDs 159 952, 159 953, 159 934 scheduled for delivery in 2016 to three (3) additional A321 Backlog Aircraft, and

(ii) convert and defer three (3) A321 Incremental Aircraft currently scheduled for delivery in 2016 to three (3) additional A321 NEO Aircraft scheduled for delivery in 2020 and allocate them CACiDs 10002756, 10002760 and 10002764, and


Exhibit 10.6(b)
(iii) convert and defer two (2) A321 Incremental Aircraft currently scheduled for delivery in 2016 to two (2) additional A321 NEO Aircraft scheduled for delivery in 2022 and allocate them CACiDs 10002765 and 10002766, and

(iv) convert and defer five (5) A321 Incremental Aircraft currently scheduled for delivery in 2017 to five (5) additional A321 NEO Aircraft scheduled for delivery in 2022 and allocate them CACiDs 10002773, 10002774, 10002767, 10002768 and 10002769, and

(v) convert and defer each of the five (5) A320 NEO Aircraft identified with CACiDs 402 127, 402 128, 402 129, 402 130 and 402 131 currently scheduled for delivery in 2018 to five (5) additional A321 NEO Aircraft scheduled for delivery in 2022, and

(vi) defer one (1) Incremental A321 NEO Aircraft currently scheduled for delivery in 2018 to be scheduled for delivery in 2022 and allocate to it CACiD 10002775, and

(vii) defer two (2) Incremental A321 NEO Aircraft currently scheduled for delivery in 2018 to be scheduled for delivery in 2023 and allocate to them CACiDs 10002776 and 10002777,

(viii) defer three (3) A320 NEO Aircraft identified with CACiDs 402 148, 402 149 and 402 150 currently scheduled for delivery in 2020 to be scheduled for delivery in 2022.

each as detailed in the following table:
CACiDOriginal Delivery ScheduleRevised Delivery ScheduleInitial Aircraft TypeNew Aircraft Type
159 95220162016A320 Backlog AircraftA321 Backlog Aircraft
159 95320162016A320 Backlog AircraftA321 Backlog Aircraft
159 93420162016A320 Backlog AircraftA321 Backlog Aircraft
1000275620162020Incremental A321AircraftA321 NEO Aircraft
1000276020162020Incremental A321AircraftA321 NEO Aircraft
1000276420162020Incremental A321AircraftA321 NEO Aircraft
1000276520162022Incremental A321AircraftA321 NEO Aircraft
1000276620162022Incremental A321AircraftA321 NEO Aircraft
1000277320172022Incremental A321AircraftA321 NEO Aircraft
1000277420172022Incremental A321AircraftA321 NEO Aircraft

Exhibit 10.6(b)
1000276720172022Incremental A321AircraftA321 NEO Aircraft
1000276820172022Incremental A321AircraftA321 NEO Aircraft
1000276920172022Incremental A321AircraftA321 NEO Aircraft
402 12720182022A320 NEO AircraftA321 NEO Aircraft
402 12820182022A320 NEO AircraftA321 NEO Aircraft
402 12920182022A320 NEO AircraftA321 NEO Aircraft
402 13020182022A320 NEO AircraftA321 NEO Aircraft
402 13120182022A320 NEO AircraftA321 NEO Aircraft
1000277520182022Incremental A321 NEO AircraftIncremental A321 NEO Aircraft
1000277620182023Incremental A321 NEO AircraftIncremental A321 NEO Aircraft
1000277720182023Incremental A321 NEO AircraftIncremental A321 NEO Aircraft
402 14820202022A320 NEO AircraftA320 NEO Aircraft
402 14920202022A320 NEO AircraftA320 NEO Aircraft
402 15020202022A320 NEO AircraftA320 NEO Aircraft

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    The Buyer agrees that a minimum of six (6) A321 Aircraft in each of calendar years 2016 and 2017 will be delivered [***] as already delivered to the Buyer prior to such date (i.e. not a “head of version”), such six (6) deliveries in 2016 to include the first aircraft delivery from the Seller’s assembly line in Mobile, Alabama, currently scheduled for [***] 2016. In scheduling the delivery of A321 Aircraft in 2016 and 2017 and subject to the Buyer’s aforementioned minimum delivery commitment of six [***] in such years, the Seller shall use reasonable efforts to deliver such [***] as required to meet the Buyer’s operational needs.

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 conversions set forth in Clauses 1.1 and 1.2 above without the Seller incurring any costs, losses, expenses, additional obligations, penalties, damages or liabilities of any kind by reason of such conversions, 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.


Exhibit 10.6(b)
1.4    Without prejudice to Clause 1.3, 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 conversions in Clauses 1.1 and 1.2 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 1.4.

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 9.1.1 is deleted in its entirety and replaced by the following quoted text:

QUOTE

9.1.1    In respect of each Aircraft corresponding to a Scheduled Delivery Year as set forth in Schedule 1, the Seller will provide notification to the Buyer of the Scheduled Delivery Quarter no later than [***].

UNQUOTE

3.1    Letter Agreement No. 1 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 1 attached hereto.

3.2    Letter Agreement No. 3 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 3 attached hereto.

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 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


Exhibit 10.6(b)
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.

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/ Christophe Mourey
Its: Chief Financial Officer                        Its: Senior Vice President Contracts




Exhibit 10.6(b)
Appendix 1
to
Amendment No. 2

Amended and Restated
SCHEDULE 1
DELIVERY SCHEDULE
 CACiDAircraft Rank No.TypeScheduled Delivery Month/QuarterScheduled Delivery Year
No.
1159 908122Group 1 A320 Aircraft[***]2011
2159 942123Group 1 A320 Aircraft[***]2012
3159 943124Group 1 A320 Aircraft[***]2012
4159 950125Group 1 A320 Aircraft[***]2012
5159 951126Group 1 A320 Aircraft[***]2012
6159 923127Group 1 A320 Aircraft[***]2012
7159 924128Group 1 A320 Aircraft[***]2012
8159 925129Group 1 A320 Aircraft[***]2012
9159 939130A320 Backlog Aircraft[***]2013
10159 960131A320 Backlog Aircraft[***]2013
11159 961132A320 Backlog Aircraft[***]2013
12159 962133A321 Backlog Aircraft[***]2013
13159 963134A321 Backlog Aircraft[***]2013
14159 964135A321 Backlog Aircraft[***]2013
15159 965136A321 Backlog Aircraft[***]2013
16159 916137A321 Backlog Aircraft[***]2014
17159 940138A321 Backlog Aircraft[***]2014
18159 941139A321 Backlog Aircraft[***]2014
19159 944140A321 Backlog Aircraft[***]2014
20159 945141A321 Backlog Aircraft[***]2014
21159 946142A321 Backlog Aircraft[***]2014
22159 947143A321 Backlog Aircraft[***]2014
23159 948144A321 Backlog Aircraft[***]2014
24159 949145A321 Backlog Aircraft[***]2014
25159 956146A321 Backlog Aircraft[***]2015

Exhibit 10.6(b)
26159 957147A321 Backlog Aircraft[***]2015
27159 958148A321 Backlog Aircraft[***]2015
28159 959149A321 Backlog Aircraft[***]2015
29159 929150A321 Backlog Aircraft[***]2015
30159 930151A321 Backlog Aircraft[***]2015
31159 931152A321 Backlog Aircraft[***]2015
32159 932153A321 Backlog Aircraft[***]2015
33159 933154A321 Backlog Aircraft[***]2015
3410002716155Incremental A321 Aircraft[***]2015
35159 920156A321 Backlog Aircraft[***]2015
3610002752157Incremental A321 Aircraft[***]2015
37159 911158A321 Backlog Aircraft[***]2016
38159 912159A321 Backlog Aircraft[***]2016
39159 917160A321 Backlog Aircraft[***]2016
40159 918161A321 Backlog Aircraft[***]2016
41159 926162A321 Backlog Aircraft[***]2016
42159 927163A321 Backlog Aircraft[***]2016
43159 928164A321 Backlog Aircraft[***]2016
44159 952165A321 Backlog Aircraft[***]2016
45159 953166A321 Backlog Aircraft[***]2016
46159 934167A321 Backlog Aircraft[***]2016
47159 922168Converted A321 Backlog Aircraft[***]2017
48159 954169Converted A321 Backlog Aircraft[***]2017
49159 955170Converted A321 Backlog Aircraft[***]2017
50159 921171Converted A321 Backlog Aircraft[***]2017
51104 440172Converted A321 Backlog Aircraft[***]2017
52104 442173Converted A321 Backlog Aircraft[***]2017
53159 909174Converted A321 Backlog Aircraft[***]2017

Exhibit 10.6(b)
5410002770175Incremental A321 Aircraft[***]2017
5510002771176Incremental A321 Aircraft[***]2017
5610002772177Incremental A321 Aircraft[***]2017
57159 910178Converted A321 Backlog Aircraft[***]2018
58402 132179Converted A321 NEO Aircraft[***]2018

59402 133180Converted A321 NEO Aircraft[***]2018
60402 134181Converted A321 NEO Aircraft[***]2018
61402 135182Converted A321 NEO Aircraft[***]2018
62402 136183Converted A321 NEO Aircraft[***]2018
6310002778184Incremental A321 NEO Aircraft[***]2018
64402 137185Converted A321 NEO Aircraft[***]2019
65402 138186Converted A321 NEO Aircraft[***]2019
66402 139187Converted A321 NEO Aircraft[***]2019
67402 140188Converted A321 NEO Aircraft[***]2019
68402 141189Converted A321 NEO Aircraft[***]2019
6910002779190Incremental A321 NEO Aircraft[***]2019
7010002780191Incremental A321 NEO Aircraft[***]2019
7110002781192Incremental A321 NEO Aircraft[***]2019
7210002782193Incremental A321 NEO Aircraft[***]2019

Exhibit 10.6(b)
7310002783194Incremental A321 NEO Aircraft[***]2019
7410002784195Incremental A321 NEO Aircraft[***]2019
7510002785196Incremental A321 NEO Aircraft[***]2019
7610002786197Incremental A321 NEO Aircraft[***]2019
7710002787198Incremental A321 NEO Aircraft[***]2019
7810002788199Incremental A321 NEO Aircraft[***]2019
7910002756200A321 NEO Aircraft[***]2020
8010002760201A321 NEO Aircraft[***]2020
8110002764202A321 NEO Aircraft[***]2020
8210002789203Incremental A321 NEO Aircraft[***]2020
8310002790204Incremental A321 NEO Aircraft[***]2020
8410002791205Incremental A321 NEO Aircraft[***]2020
8510002792206Incremental A321 NEO Aircraft[***]2020
8610009793207Incremental A321 NEO Aircraft[***]2020
8710002794208Incremental A321 NEO Aircraft[***]2020
88402 142209A320 NEO Aircraft[***]2020
89402 143210A320 NEO Aircraft[***]2020
90402 144211A320 NEO Aircraft[***]2020
91402 145212A320 NEO Aircraft[***]2020
92 402 146213A320 NEO Aircraft[***]2020
93 402 147214A320 NEO Aircraft[***]2020
94402 151215A320 NEO Aircraft[***]2021
95402 152216A320 NEO Aircraft[***]2021
96402 153217A320 NEO Aircraft[***]2021

Exhibit 10.6(b)
97402 154218A320 NEO Aircraft[***]2021
98402 155219A320 NEO Aircraft[***]2021
99402 156220A320 NEO Aircraft[***]2021
100402 157221A320 NEO Aircraft[***]2021
101402 158222A320 NEO Aircraft[***]2021
102402 159223A320 NEO Aircraft[***]2021
103402 160224A320 NEO Aircraft[***]2021
104402 161225A320 NEO Aircraft[***]2021
105402 162226A320 NEO Aircraft[***]2021
106402 163227A320 NEO Aircraft[***]2021
107402 164228A320 NEO Aircraft[***]2021
108402 165229A320 NEO Aircraft[***]2021
109402 166230A320 NEO Aircraft[***]2021
110402 148231A320 NEO Aircraft[***]2022
111402 149232A320 NEO Aircraft[***]2022
112402 150233A320 NEO Aircraft[***]2022
11310002765234A321 NEO Aircraft[***]2022
11410002766235A321 NEO Aircraft[***]2022
11510002767236A321 NEO Aircraft[***]2022
11610002768237A321 NEO Aircraft[***]2022
11710002769238A321 NEO Aircraft[***]2022
11810002773239A321 NEO Aircraft[***]2022
11910002774240A321 NEO Aircraft[***]2022
120402 127241A321 NEO Aircraft[***]2022
121402 128242A321 NEO Aircraft[***]2022
122402 129243A321 NEO Aircraft[***]2022
123402 130244A321 NEO Aircraft[***]2022
124402 131245A321 NEO Aircraft[***]2022
12510002775246Incremental A321 NEO Aircraft[***]2022
12610002776247Incremental A321 NEO Aircraft[***]2023
12710002777248Incremental A321 NEO Aircraft[***]2023

Exhibit 10.6(b)



Exhibit 10.6(b)
Attachment No. 1
to
Amendment No. 2

AMENDED AND RESTATED
LETTER AGREEMENT NO. 1

AMENDED AND RESTATED
LETTER AGREEMENT NO. 1

As of November 19, 2014

JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: PURCHASE INCENTIVES

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of October 25, 2013 and Amendment No. 2 dated as of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended and Restated Letter Agreement No. 1 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into Amended and Restated Letter Agreement No. 1 to the Agreement dated as of October 25, 2013, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to incorporate relevant amendments to such Original Letter Agreement into a single document.


Exhibit 10.6(b)
NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:

1    INTENTIONALLY LEFT BLANK

2    A320 BACKLOG AIRCRAFT (Excluding Group 1 A320 Aircraft)

2.1
In respect of each A320 Backlog Aircraft (excluding Group 1 A320 Aircraft) that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “A320 Backlog Aircraft Credit Memoranda”):

[***]

2.2
The A320 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

2.3
The A320 Backlog Aircraft Credit Memoranda will be [***] of each A320 Backlog Aircraft that is sold by the Seller and purchased by the Buyer. The A320 Backlog Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A320 Backlog Aircraft, the A320 Backlog Aircraft Credit Memoranda will be [***] of the A320 Backlog Aircraft.

3    A321 BACKLOG AIRCRAFT and CONVERTED A321 BACKLOG AIRCRAFT

3.1
In respect of each A321 Backlog Aircraft and each Converted A321 Backlog Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “A321 Backlog Aircraft Credit Memoranda”):

[***]

3.2The A321 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.


Exhibit 10.6(b)
3.3The A321 Backlog Aircraft Credit Memoranda will be [***] of each A321 Backlog Aircraft and each Converted A321 Backlog Aircraft that is sold by the Seller and purchased by the Buyer. The A321 Backlog Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A321 Backlog Aircraft or Converted A321 Backlog Aircraft, the A321 Backlog Aircraft Credit Memoranda will be [***] of the A321 Backlog Aircraft or [***] of the Converted A321 Backlog Aircraft, as applicable.

4    A319 NEO AIRCRAFT

4.1
In respect of each A319 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A319 NEO Aircraft Credit Memoranda”):

[***]

4.2The A319 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

4.3The A319 NEO Aircraft Credit Memoranda will be [***] of each A319 NEO Aircraft. The A319 NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A319 NEO Aircraft, the A319 NEO Aircraft Credit Memoranda will be [***] of the A319 NEO Aircraft.

5    A320 NEO AIRCRAFT

5.1
In respect of each A320 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A320 NEO Aircraft Credit Memoranda”):

[***]

5.2The A320 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.


Exhibit 10.6(b)
5.3The A320 NEO Aircraft Credit Memoranda will be [***] of each A320 NEO Aircraft. The A320 NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A320 NEO Aircraft, the A320 NEO Aircraft Credit Memoranda will be [***]of the A320 NEO Aircraft.

6A321 NEO AIRCRAFT, CONVERTED A321 NEO AIRCRAFT AND INCREMENTAL A321 NEO AIRCRAFT

6.1
In respect of each A321 NEO Aircraft, Converted A321 NEO Aircraft and each Incremental A321 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A321 NEO Aircraft Credit Memoranda”):

[***]


6.2The A321 NEO Aircraft Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

6.3The A321 NEO Credit Memoranda will be [***] of each A321 NEO Aircraft, each Converted A321 NEO Aircraft, and each Incremental A321 NEO Aircraft. The A321 NEO Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of the relevant Aircraft, the A321 NEO Aircraft Credit Memoranda will be [***] of such Aircraft.

7    GROUP 1 A320 AIRCRAFT

7.1
In respect of each Group 1 A320 Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “Group 1 Aircraft Credit Memoranda”):

[***]


Exhibit 10.6(b)
7.2The Group 1 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

7.3The Group 1 Aircraft Credit Memoranda will be [***] of each Group 1 A320 Aircraft that is sold by the Seller and purchased by the Buyer. The Group 1 Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of a Group 1 A320 Aircraft, the Group 1 Aircraft Credit Memoranda will be [***] of the Group 1 A320 Aircraft.

8    INCREMENTAL A321 AIRCRAFT

8.1
In respect of each Incremental A321 Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “Incremental A321 Aircraft Credit Memoranda”):

[***]

8.2The Incremental A321 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement

8.3The Incremental A321 Aircraft Credit Memoranda will be [***] of each Incremental A321 Aircraft that is sold by the Seller and purchased by the Buyer. The Incremental A321 Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an Incremental A321 Aircraft, the Incremental A321 Aircraft Credit Memoranda will be [***] of the Incremental A321 Aircraft.

9    [***]

10    [***]

11    [***]

12    [***]


Exhibit 10.6(b)
13    [***]

14    [***]

15[***]

16[***]

17    [***]

18    [***]

19[***]

20    [***]

21    [***]

22    ADMINISTRATION OF CREDITS

[***]

The above amounts are stated at delivery conditions prevailing in [***] and will be adjusted to the date of the respective availability in accordance with the Seller Price Revision Formula, as amended by Paragraph 9 of this Letter Agreement.

23    ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 23 will be void and of no force or effect.

24    CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.

25    COUNTERPARTS

Exhibit 10.6(b)

This Letter Agreement 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.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.


By: /s/ Christophe Mourey        
Its: Senior Vice President Contracts



Accepted and Agreed

JETBLUE AIRWAYS CORPORATION


By: /s/ Mark D. Powers            
Its: Chief Financial Officer



Exhibit 10.6(b)
Attachment No. 2
to
Amendment No. 2

AMENDED AND RESTATED
LETTER AGREEMENT NO. 3

AMENDED AND RESTATED
LETTER AGREEMENT NO. 3

As of November 19, 2014

JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: [***]

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of October 25, 2013 and Amendment No. 2 dated as of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended and Restated Letter Agreement No. 3 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into Amended and Restated Letter Agreement No. 3 to the Agreement dated as of October 25, 2013, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to incorporate relevant amendments to such Original Letter Agreement into a single document.


Exhibit 10.6(b)
NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:

1    DEFINITIONS

Clause 0 to the Agreement is amended to either modify or add the following defined terms between the words “QUOTE” and “UNQUOTE”:
    
QUOTE

A319 Aircraft – an Airbus A319-100 model aircraft firmly ordered under this Agreement including the A319 Airframe, the A319 Propulsion System, and any part, component, furnishing or equipment installed on the A319 Aircraft on Delivery.

A319 Airframe – any A319 Aircraft, excluding A319 Propulsion System therefor.

A319 NEO Aircraft – any or all of the A319 Aircraft that have been [***] pursuant to this Agreement together with all components, equipment, parts and accessories installed in or on such aircraft and the A319 NEO Propulsion System installed thereon upon Delivery.

A319 NEO Propulsion System – as defined in Clause 2.3.6, as set forth in Paragraph 3.2 of Letter Agreement No. 3.

A319 Propulsion System – as defined in Clause 2.3.5, as set forth in Paragraph 3.2 of Letter Agreement No. 3.

A319 Specification – either (a) the A319 Standard Specification if no SCNs are applicable or (b) if SCNs are issued, the A319 Standard Specification as amended by all applicable SCNs.

A319 Standard Specification – the A319 standard specification document number J.000.01000, Issue 7, dated June 20, 2011, which includes a maximum take-off weight (MTOW) of [***] metric tons, a maximum landing weight (MLW) of [***] metric tons and a maximum zero fuel weight (MZFW) of [***] metric tons, a copy of which is annexed as Appendix 1.

A321 Backlog Aircraft – any or all of the remaining thirty (30), of the fifty-two (52) A320-200 model aircraft originally to be sold by the Seller and purchased by the Buyer pursuant to the Original Agreement, as of the date hereof to be sold by the Seller and purchased by the Buyer pursuant to this Agreement as A321-200 model aircraft, and [***] pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the relevant A321 Propulsion System installed thereon.

A321 NEO Aircraft – any or all of the A321 aircraft that have been [***] pursuant to this Agreement together with all components, equipment, parts and accessories installed in or on such aircraft and the A321 NEO Propulsion System installed thereon upon Delivery. For the sake of clarity, A321 NEO Aircraft includes the Converted A321 NEO Aircraft and the Incremental A321 NEO Aircraft.

A321 NEO Propulsion System – as defined in Clause 2.3.4, as set forth in Paragraph 3.2 of Letter Agreement No. 3.


Exhibit 10.6(b)
Aircraft – individually or collectively, the Group 1 A320 Aircraft, the A319 NEO Aircraft, the A320 Backlog Aircraft, the A320 NEO Aircraft, the A321 Backlog Aircraft, the A321 NEO Aircraft, the Converted A321 Backlog Aircraft, the Converted A321 NEO Aircraft, the Incremental A321 Aircraft and the Incremental A321 NEO Aircraft, as applicable.

Airframe – as applicable, the A319 Airframe, the A320 Airframe or the A321 Airframe.

Backlog Aircraft – the A320 Backlog Aircraft and the A321 Backlog Aircraft.

Base Price of the Airframe – the Base Price of the A319 NEO Airframe, the Base Price of the A320 Backlog Airframe, the Base Price of A320 NEO Airframe, the Base Price of the A321 Backlog Airframe, the Base Price of the A321 NEO Airframe, the Base Price of the Group 1 A320 Airframe, the Base Price of the Incremental A321 Airframe, the Base Price of the Incremental A321 NEO Airframe, the Base Price of the Converted A321 Airframe or the Base Price of the Converted A321 NEO Airframe, as applicable.

Base Price of the A319 NEO Airframe – as defined in Paragraph 4 herein.

Base Price of the A321 NEO Airframe – as defined in Paragraph 4 herein.

Base Price of the Group 1 A320 Airframe – as defined in Paragraph 4 herein.

Base Price of the Converted A321 Backlog Airframe – as defined in Paragraph 4 herein.

Base Price of the Converted A321 NEO Airframe – as defined in Paragraph 4 herein.

Base Price of the Incremental A321 Airframe – as defined in Paragraph 4 herein.

Base Price of the Incremental A321 NEO Airframe – as defined in Paragraph 4 herein.

CFM LEAP X Propulsion System – the CFM LEAP X-1A24 Propulsion System, the CFM LEAP X-1A26 Propulsion Systems and the CFM LEAP X-1A32 Propulsion System, as applicable.

IAE Propulsion System – the IAE V2524-A5 Propulsion System, the IAE V2527-A5 Propulsion System and the IAE V2533-A5 Propulsion System, as applicable.

Irrevocable SCNs – the list of SCNs respectively set forth in Appendix 2, Exhibit B4 to the Agreement and Appendix 3, which are irrevocably part of the A319 NEO Aircraft specification set forth in Appendix 2, the A320 NEO Aircraft specification and the A321 NEO Aircraft specification, as applicable.

NEO Aircraft – an A319 NEO Aircraft, an A320 NEO Aircraft and an A321 NEO Aircraft, as applicable.

NEO Propulsion System – the A319 NEO Propulsion System, the A320 NEO Propulsion System and the A321 NEO Propulsion System, as applicable.

Propulsion System – the CFM LEAP X-1A24 Propulsion System, the CFM LEAP X-1A27 Propulsion System, the CFM LEAP X-1A32 Propulsion System, the IAE V2527-A5 Propulsion System, the IAE

Exhibit 10.6(b)
V2533-A5 Propulsion System, the PW1124G Propulsion System, the PW1127G Propulsion System and the PW1133G Propulsion System, as applicable.

PW Propulsion System – the PW1124G Propulsion System, the PW1127G Propulsion System and the PW1133G Propulsion System, as applicable.
 
Standard Specification – the A319 Standard Specification, the A320 Standard Specification and the A321 Standard Specification, as applicable.

2TYPE FLEXIBILITY

2.1    INTENTIONALLY LEFT BLANK

2.2    [***]

2.3    Aircraft Specification

2.3.1The A319 Standard Specification, as set forth in Appendix 1 to this Letter Agreement, is hereby incorporated into the Agreement.

2.3.2    Intentionally Left Blank

2.3.3The A319 NEO Aircraft SCN List, as set forth in Appendix 3 to this Letter Agreement, is hereby incorporated into the Agreement.

2.3.4The A321 NEO Aircraft SCN List, as set forth in Appendix 4 to this Letter Agreement, is hereby incorporated into the Agreement and shall also apply to the Incremental A321 NEO Aircraft.
    
2.3.5Clauses 2.1.2.1 and 2.1.2.2 of the Agreement is deleted in its entirety and replaced with the following Clauses 2.1.2.1 and 2.1.2.2 to read as set forth in the following quoted text:

QUOTE


Exhibit 10.6(b)
2.1.2.1
The Seller is currently developing a new engine option (the “New Engine Option” or “NEO”), applicable to the A319-100, A320-200 and A321-200 model aircraft (the “A320 Family Aircraft”). The specification of the A320 Family Aircraft with NEO will be derived from the relevant Standard Specification and will include (i) as applicable, the relevant NEO Propulsion System (ii) Sharklets, (iii) airframe structural adaptations and (iv) Aircraft systems and software adaptations required to operate such A320 Family Aircraft with the New Engine Option. The foregoing is currently reflected in the Irrevocable SCNs listed in Exhibit B4 to the Agreement, Appendix 3 and Appendix 4 to this Letter Agreement, the implementation of which is hereby irrevocably accepted by the Buyer.

2.1.2.2The New Engine Option shall modify the design weights of the

(i)A319 Standard Specification as follows: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons,

(ii)A320 Standard     Specification as follows: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons, and

(iii)the A321 Standard Specification as follows: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons.

It is agreed and understood that the above design weights may be updated upon final NEO specification freeze.

UNQUOTE

3    PROPULSION SYSTEMS

3.1    Clause 2.3.2 is deleted in its entirety and replaced with the following quoted texted:

QUOTE


Exhibit 10.6(b)
2.3.2
The A320 NEO Airframe will be equipped with either a set of two (2) (i) CFMI Leap-X1A26 engines with an AET of 26,600 lbf or (ii) PW1127G engines with an AET of 26,800 lbf (each, the “A320 NEO Propulsion System”).

UNQUOTE

3.2New Clauses 2.3.4, 2.3.5 and 2.3.6 are inserted into the Agreement as set forth in the following quoted text:

QUOTE

2.3.4
The A321 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP X-1A32 engines with an AET of 32,100 lbf or (ii) PW1133G engines with an AET of 32,700 lbf (each, the “A321 NEO Propulsion System”).

2.3.5    Intentionally Left Blank

2.3.6
The A319 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP X-1A24 engines with an AET of 24,400 lbf or (ii) PW1124G engines with an AET of 24,500 lbf (each, the “A319 NEO Propulsion System”).

UNQUOTE

3.3    Clause 2.3.4 of the Agreement is renumbered to Clause 2.3.7.

3.4CFM has informed the Seller of its intention to change the original development engine designation of all LEAP-X1A Propulsion Systems to LEAP-1A, and PW has informed the Seller of its intention to change the original development engine designation of all PW1100G Propulsion Systems to PW1100G-JM.

The Buyer hereby agrees and accepts that any reference to respectively LEAP-X1A Propulsion Systems or LEAP-1A Propulsion Systems shall be construed as references to the same engine types.

The Buyer hereby agrees and accepts that any reference to respectively PW1100G Propulsion Systems or PW1100G-JM Propulsion Systems shall be construed as references to the same engine types.

Exhibit 10.6(b)

The Buyer hereby acknowledges that any and all claims, concerns or issues it may have in respect of the foregoing shall be addressed directly to CFM or PW as applicable, and the Seller hereby declines any and all responsibility with respect to any modifications to Propulsion System designations.

4    AIRFRAME BASE PRICES

4.1New Clauses 3.1.9, 3.1.10, 3.1.11, 3.1.12, 3.1.13 and 3.1.14 are added to the Agreement to read as follows in the quoted text:

QUOTE

3.1.9
The “Base Price of the A319 NEO Airframe” is the sum of the following base prices:

(i)the base price of the A319 NEO Airframe as defined in the A319 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers which is:

USD $[***]

(US Dollars – [***]),

(ii)the sum of the base prices of the Irrevocable SCNs set forth in Appendix 3 to this Letter Agreement, which is the sum of:

(a)the base price of the New Engine Option is:

USD $[***]

(US Dollars – [***]) and


Exhibit 10.6(b)
(b)the base price of the Sharklets is

USD $[***]

(US Dollars – [***]),

(iii)the sum of the base prices of any and all additional SCNs (other than Irrevocable SCNs to the extent included in Clause 3.1.9(ii)) set forth in Appendix 3 to this Letter Agreement is:

USD $[***]

(US Dollars – [***]), and

(iv)the base price of the Master Charge Engine, which is applicable if a CFM LEAP X Propulsion System is selected, which is:

USD $[***]    (US Dollars – [***]).

3.1.10The A319 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.

3.1.11
The “Base Price of the A321 NEO Airframe” is the sum of the following base prices:

(i)the base price of the A321 NEO Airframe as defined in the A321 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers which is:

USD $[***]

(US Dollars – [***]),


Exhibit 10.6(b)
(ii)the sum of the base prices of the Irrevocable SCNs set forth in Appendix 4 to this Letter Agreement, which is the sum of:

(a)the base price of the New Engine Option is:

USD $[***]

(US Dollars – [***]) and

(b)the base price of the Sharklets is

USD $[***]

(US Dollars – [***]), and

(iii)the sum of the base prices of any and all additional SCNs (other than Irrevocable SCNs to the extent included in Clause 3.1.11(ii)) set forth in Appendix 4 to this Letter Agreement is:

USD $[***]

(US Dollars – [***]), and

(iv)the base price of the Master Charge Engine, which is applicable if a CFM LEAP X Propulsion System is selected, which is:

USD $[***]    (US Dollars – [***]).

3.1.12The A321 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.

UNQUOTE

Exhibit 10.6(b)

4.2    New Clauses 3.2.5, 3.2.6 and 3.2.7 are added to the Agreement to read as follows in the quoted     text:

QUOTE

3.2.5    Intentionally Left Blank

3.2.6
(i)    the base price of a set of two (2) CFM LEAP X-1A24 engines (the “CFM LEAP X- 1A24 Propulsion System” is

USD $[***]

(US Dollars – [***])

The Base Price of the CFM LEAP X-1A24 Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the applicable CFM Propulsion System Reference Price, as set forth in Part 2 of Exhibit C.

Notwithstanding the foregoing, the CFM Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.

(ii)
the base price of a set of two (2) CFM LEAP X-1A32 engines (the “CFM LEAP X-1A32 Propulsion System”) is

USD $[***]

(US Dollars – [***])

The Base Price of the CFM LEAP X-1A32 Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the applicable CFM Propulsion System Reference Price, as set forth in Part 2 of Exhibit C.

Notwithstanding the foregoing, the CFM Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.
        
3.2.7
(i)    the base price of a set of two (2) PW1124G engines (the “PW1124G Propulsion System”) is

USD $[***]

Exhibit 10.6(b)

(US Dollars – [***])

The Base Price of the PW1124G Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the applicable PW Propulsion System Reference Price, as set forth in Part 4 of Exhibit C.

Notwithstanding the foregoing, the PW Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.

(ii)
the base price of a set of two (2) PW1133 engines (the “PW1133G Propulsion System”) is

USD $[***]

(US Dollars – [***])

The Base Price of the PW Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the applicable PW Propulsion System Reference Price, as set forth in Part 4 of Exhibit C.

Notwithstanding the foregoing, the PW Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.

UNQUOTE

5    OTHER COMMERCIAL TERMS

5.1The Predelivery Payments for Backlog Aircraft (excluding Converted A321 Backlog Aircraft), is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.1 and 2 of Letter Agreement No. 2 to the Agreement.

5.2The Predelivery Payments for NEO Aircraft (excluding the Incremental A321 NEO Aircraft and the Converted A321 NEO Aircraft) is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.2 and 2 of Letter Agreement No. 2 to the Agreement.

5.3    The purchase incentives applicable to the A319 NEO Aircraft are set forth in Paragraphs 4.1     through 4.3 Letter Agreement No. 1 to the Agreement.


Exhibit 10.6(b)
5.4The purchase incentives applicable to the A321 NEO Aircraft are set forth in Paragraphs 6.1 through 6.3 of Letter Agreement No. 1 to the Agreement.

5.5The [***] applicable to the A319 NEO Aircraft and the A321 NEO Aircraft is set forth in Paragraph 9 of Letter Agreement No. 1 to the Agreement.

6.    NEO AIRCRAFT AND [***]

6.1Notwithstanding the Delivery Schedule set forth in Clause 9.1 of the Agreement, [***].

6.2If the Seller exercises its right pursuant to Paragraph 6.1 above, [***].

6.3Between [***] and [***], the [***].

6.4Predelivery Payments received for any NEO Aircraft [***] pursuant to Paragraphs 6.1 or 6.3 above, [***].

7[***]

8    ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred

Exhibit 10.6(b)
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 8 will be void and of no force or effect.

9    CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.

10    COUNTERPARTS

This Letter Agreement 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.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.



By: /s/ Christophe Mourey        
Its: Senior Vice President Contracts


Accepted and Agreed

JETBLUE AIRWAYS CORPORATION


By: /s/ Mark D. Powers        
Its: Chief Financial Officer
Exhibit 10.6(c)
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. 3

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. 3 (hereinafter referred to as the “Amendment”) is entered into as of July 26, 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 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 certain terms relating to aircraft specification and delivery.

NOW THEREFORE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, IT IS AGREED AS FOLLOWS:

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.
1.AIRCRAFT SPECIFICATIONS


Exhibit 10.6(c)
1.1Clause 0 of the Agreement is hereby amended to modify, add or replace the following quoted terms:
QUOTE

A319 NEO Standard Specification means the A319-100N standard specification document Number J.000.01000N Issue 1, dated 1st July 2014, a copy of which has been annexed hereto as Exhibit A.

A320 NEO Aircraft – any and all of the firmly ordered A320-200 NEO model aircraft to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, including A320 NEO Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the applicable A320 NEO Propulsion System installed thereon upon Delivery.

A320 NEO Standard Specification means the A320-200N standard specification document Number D.000.02000N Issue 1 dated 21st December 2013, a copy of which has been annexed hereto as Exhibit A.

A321 NEO Standard Specification means either (i) for A321 NEO type aircraft scheduled to deliver prior to [***] the A321-200N standard specification document Number E.000.02000N Issue 1 dated 23rd December 2014, a copy of which has been annexed hereto as Exhibit A or (ii) for A321 NEO type aircraft scheduled to deliver in or after [***] 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.

Sharklets - a large wingtip device designed to enhance the eco-efficiency, fuel burn efficiency and payload range performance of the A320 family aircraft.

Standard Specification means individually or collectively the A320 Standard Specification, the A321 Standard Specification, the A319 NEO Standard Specification, the A320 NEO Standard Specification or the A321 NEO Standard Specification, as applicable.

UNQUOTE

Clause 0 of the Agreement is hereby amended to delete the following quoted terms:

Irrevocable SCNs

New Engine Option or NEO

1.2Clause 2.1.2 of the Agreement is hereby deleted and replaced by the following quoted text:

QUOTE


Exhibit 10.6(c)
2.1.2NEO Aircraft Specification
Each of the NEO Aircraft shall be manufactured in accordance with the applicable Standard Specification(s), as may already have been modified or varied at the date of this Agreement by the Specification Change Notices listed in Appendix 2 to Exhibit B, and including the following design weights:
(i)A319 NEO Standard Specification: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons, and

(ii)A320 NEO Standard Specification: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons, and

(iii)A321 NEO Standard Specification: MTOW of [***] metric tons, MLW of [***] metric tons and MZFW of [***] metric tons.
UNQUOTE
1.3Clauses 3.1.3, 3.1.4, 3.1.9, 3.1.10, 3.1.11 and 3.1.12 of the Agreement are hereby deleted and replaced by the following quoted text:
QUOTE

3.1.3    The “Base Price of the A320 NEO Airframe” is the sum of the following base prices:
(i)the base price of the A320 NEO Airframe as defined in the A320 NEO Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, which is:
USD $[***]
(US Dollars – [***])
(ii)INTENTIONALLY LEFT BLANK


Exhibit 10.6(c)
(iii)the sum of the base prices of any and all additional SCNs set forth in Exhibit B4, which is:
USD $[***]
(US Dollars – [***]) and
(iv)the base price of the Master Charge Engine, which is applicable if a CFM LEAP Propulsion System is selected, which is:
USD $[***]
(US Dollars – [***])

3.1.4The A320 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in A320 Family Base Period.
UNQUOTE
QUOTE
3.1.9
The “Base Price of the A319 NEO Airframe” is the sum of the following base prices:

(i)the base price of the A319 NEO Airframe as defined in the A319 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, which is:

USD $[***]
(US Dollars – [***])
(ii)INTENTIONALLY LEFT BLANK

(iii)the sum of the base prices of any and all additional SCNs set forth in Appendix 3 to Letter Agreement No. 3 of the Agreement, which is:
USD $[***]
(US Dollars – [***]), and

Exhibit 10.6(c)
(iv)the base price of the Master Charge Engine, which is applicable if a CFM LEAP Propulsion System is selected, which is:
USD $[***]    (US Dollars – [***]).
3.1.10The A319 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.

3.1.11
The “Base Price of the A321 NEO Airframe” is the sum of the following base prices:

(i)the base price of the A321 NEO Airframe as defined in the A321 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, which is:
USD $[***]
(US Dollars – [***]),
(ii)INTENTIONALLY LEFT BLANK

(iii)the sum of the base prices of any and all additional SCNs set forth in Appendix 4 to Letter Agreement No. 3 of the Agreement, which is:
USD $[***]
(US Dollars – [***]), and

(iv)the base price of the Master Charge Engine, which is applicable if a CFM LEAP Propulsion System is selected, which is:
USD $[***]    (US Dollars – [***]).

Exhibit 10.6(c)
3.1.12The A321 NEO Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.
UNQUOTE
1.4Clause 1 of Letter Agreement No. 5C is hereby deleted and replaced by the following quoted text:
QUOTE

1    AIRCRAFT CONFIGURATION
The guarantees defined in Clauses 2 and 3 below (the “Guarantees”) are applicable to the Aircraft as described in the A320 NEO Standard Specification D.000.02000N Issue 1 dated 21st December 2013 as amended by SCNs for:

i)    installation of CFM International LEAP-1A26 engines

ii)    the following design weights:

Maximum Take-Off Weight (MTOW)    [***] kg ([***] lb)
Maximum Landing Weight (MLW)    [***] kg ([***] lb)
Maximum Zero Fuel Weight (MZFW)    [***] kg ([***] lb)

hereinafter referred to as the “Specification” without taking into account any further changes thereto as provided in the Agreement.

UNQUOTE
1.5Clause 1 of Letter Agreement No. 5D is hereby deleted and replaced by the following quoted text:
QUOTE

1    AIRCRAFT CONFIGURATION
The guarantees defined in Clauses 2 and 3 below (the “Guarantees”) are applicable to the Aircraft as described in the A320 NEO Standard Specification D.000.02000N Issue 1 dated 21st December 2013 as amended by SCNs for:
i)
installation of IAE LLC PW1127G-JM engines

ii)    the following design weights:


Exhibit 10.6(c)
Maximum Take-Off Weight (MTOW)    [***] kg ([***] lb)
Maximum Landing Weight (MLW)    [***] kg ([***] lb)
Maximum Zero Fuel Weight (MZFW)    [***] kg ([***] lb)

hereinafter referred to as the “Specification” without taking into account any further changes thereto as provided in the Agreement.
UNQUOTE
1.6Clause 1 of Letter Agreement No. 5E is hereby deleted and replaced by the following quoted text:
QUOTE

1    AIRCRAFT CONFIGURATION

The guarantees defined in Clauses 2 and 3 below (the “Guarantees”) are applicable to the Aircraft as described in the A321 NEO Standard Specification E.000.02000N Issue 1 dated 23rd December 2014 as amended by SCNs for:

i)    installation of CFM International LEAP-1A32 engines

ii)    the following design weights:

Maximum Take-Off Weight (MTOW)    [***] kg ([***] lb)
Maximum Landing Weight (MLW)    [***] kg ([***] lb)
Maximum Zero Fuel Weight (MZFW)    [***] kg ([***] lb)

iii)    [***]

hereinafter referred to as the “Specification” without taking into account any further changes thereto as provided in the Agreement.
UNQUOTE
1.7Clause 1 of Letter Agreement No. 5F is hereby deleted and replaced by the following quoted text:
QUOTE

1    AIRCRAFT CONFIGURATION
The guarantees defined in Clauses 2 and 3 below (the “Guarantees”) are applicable to the Aircraft as described in the A321 NEO Standard Specification E.000.02000N Issue 1 dated 23rd December 2014 as amended by SCNs for:

i) installation of IAE LLC PW1133G-JM engines

ii)    the following design weights:

Exhibit 10.6(c)

Maximum Take-Off Weight (MTOW)    [***] kg ([***] lb)
Maximum Landing Weight (MLW)    [***] kg ([***] lb)
Maximum Zero Fuel Weight (MZFW)    [***] kg ([***] lb)

iii)    [***]

hereinafter referred to as the “Specification” without taking into account any further changes thereto as provided in the Agreement.

UNQUOTE

2.    DELIVERY

Clause 9.2.2 of the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

The Seller will deliver and transfer title to each of the Aircraft to the Buyer free and clear of all encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer) provided that the Balance of the Final Price of such Aircraft has been paid by the Buyer pursuant to Clause 5.4 and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. The Seller will provide the Buyer with a bill of sale either in the form of Exhibit E-1 if the Delivery Location is Mobile, Alabama, or in the form of Exhibit E-2 if the Delivery Location is anywhere other than Mobile, Alabama (the “Bill of Sale”) and/or such other documentation confirming transfer of title and receipt of the Final Price of the Aircraft as may reasonably be requested by the Buyer. Title to and risk of loss of or damage to the Aircraft will pass to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such Bill of Sale. If Mobile, Alabama is the Delivery Location, the Seller will provide the Buyer with a warranty from Airbus S.A.S. in the form of Exhibit I.

UNQUOTE

3.    CERTIFICATE OF ACCEPTANCE

Clause 8.3 of the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

Upon [***] completion of the Technical Acceptance Process, the Buyer will, on or before the Delivery Date, sign and deliver to the Seller a certificate of acceptance in respect of each Aircraft either in the form of Exhibit D-1 if the Delivery Location is Mobile, Alabama, or in the form of Exhibit D-2 if the Delivery Location is anywhere other than Mobile, Alabama (the “Certificate of Acceptance”).

UNQUOTE

4.    BUYER FURNISHED EQUIPMENT

Exhibit 10.6(c)
4.1The last sentence of Clause 18.1.2.2 of the Agreement is deleted in its entirety and replaced with the following quoted text:
QUOTE
The Buyer will also provide, when requested by the Seller, at the Airbus Operations S.A.S. facility in Toulouse, France, the Airbus Operations GmbH Division Hamburger Flugzeugbau facility in Hamburg, Germany, and/or the Airbus Americas Inc. facility in Mobile, Alabama, adequate field service including support from BFE Suppliers to act in a technical advisory capacity to the Seller in the installation, calibration and possible repair of any BFE.

UNQUOTE

4.2    Clause 18.1.4 of the Agreement is renumbered as Clause 18.1.4(a).
4.3New Clauses 18.1.4(b) and 18.1.4(c) are added to the Agreement after Clause 18.1.4(a) as set forth in the following quoted text:
QUOTE
(b)BFE delivered to the Seller’s Affiliate in Mobile, Alabama, as may be specified by the Seller pursuant to Clause 18.1.4(a), will be shipped according to the Incoterms 2010 “[***]” to:
Airbus Logistics Center
320 Airbus Way
Mobile AL 36615
(c)The Buyer acknowledges and agrees that, under the provisions of this Clause 18.1.4, the Buyer is the importer of record of BFE and, as such, is responsible for ensuring that all BFE shipments are compliant with United States customs regulations. Without prejudice to the foregoing, certain BFE for Aircraft delivering out of Mobile, Alabama shall be delivered to the Seller’s facilities in Europe for, inter alia, integration into other equipment and the Buyer shall in such cases be responsible for ensuring that the Seller can comply with all United States customs regulations at the time of shipment of such BFE from Europe to Mobile, Alabama.
UNQUOTE

5.    EXHIBIT D – Form of Certificate of Acceptance

Exhibit D is deleted in its entirety and replaced with Exhibits D-1 and D-2 attached hereto as Attachments A and B.

Exhibit 10.6(c)

6.    EXHIBIT E – Form of Bill of Sale

Exhibit E is deleted in its entirety and replaced with Exhibits E-1 and E-2 attached hereto as Attachments C and D.

7.    EXHIBIT I – Form of Airbus S.A.S. Warranty

Exhibit I attached hereto as Attachment E is hereby added to the Agreement.
8.INTENTIONALLY LEFT BLANK

9.CUSTOMIZATION EXHIBITS
Exhibit A is deleted in its entirety and replaced with Exhibit A attached hereto as Attachment F.
Exhibit B4 is deleted in its entirety and replaced with Exhibit B4 attached hereto as Attachment G.

10.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.
11.CONFIDENTIALITY
This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement.

Exhibit 10.6(c)
12.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 12 will be void and of no force or effect.
13.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.

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/ Cristophe Mourey
Its: Chief Financial Officer                    Its: Vice President Contracts




Exhibit 10.6(c)
ATTACHMENT A
EXHIBIT D-1

FORM OF CERTIFICATE OF ACCEPTANCE
(MOBILE, ALABAMA)

In accordance with the terms of clause 8 of the A320F purchase agreement dated 19 October 2011 and made between JetBlue Airways Corporation (the “Customer”) and Airbus S.A.S., as amended and supplemented from time to time (the “Purchase Agreement”), the technical acceptance tests relating to one Airbus A3__________ aircraft bearing manufacturer’s serial number _____ and registration mark ________ with two (2) ______________ propulsion systems installed thereon (the “Aircraft”) have taken place in Mobile, Alabama, United States.
In view of said tests having been carried out with satisfactory results, the Customer hereby approves the Aircraft as being in conformity with the provisions of the Purchase Agreement and accepts the Aircraft for delivery in accordance with the provisions of the Purchase Agreement.
Such acceptance shall not impair the rights that may be derived from the warranties relating to the Aircraft set forth in the Purchase Agreement.

Any right at law or otherwise to revoke this acceptance of the Aircraft is hereby irrevocably waived.
IN WITNESS WHEREOF, the Customer has caused this instrument to be executed by its duly authorised representative this _____ day of __________ 20___ in Mobile, Alabama, United States.

JETBLUE AIRWAYS CORPORATION
Name:
Title:
Signature:



Exhibit 10.6(c)
ATTACHMENT B
EXHIBIT D-2

FORM OF CERTIFICATE OF ACCEPTANCE
(HAMBURG, GERMANY)

In accordance with the terms of clause 8 of the A320F purchase agreement dated 19 October 2011 and made between JetBlue Airways Corporation (“JBU”) and Airbus S.A.S. (“Airbus”), as amended and supplemented from time to time (the “Purchase Agreement”), the technical acceptance tests relating to one Airbus A3______ aircraft, bearing manufacturer’s serial number _____, and US registration mark _______ with two (2) ____________________ propulsion systems installed thereon (the “Aircraft”) have taken place in Hamburg, Germany.

In view of said tests having been carried out with satisfactory results, JBU hereby approves the Aircraft as being in conformity with the provisions of the Purchase Agreement and accepts the Aircraft for delivery in accordance with the provisions of the Purchase Agreement.
Such acceptance shall not impair the rights that may be derived from the warranties relating to the Aircraft set forth in the Purchase Agreement.

Any right at law or otherwise to revoke this acceptance of the Aircraft is hereby irrevocably waived.
IN WITNESS WHEREOF, JBU has caused this instrument to be executed by its duly authorised representative this ____ day of _______ 20___ in Hamburg, Germany.

JETBLUE AIRWAYS CORPORATION
Name:
Title:
Signature:





Exhibit 10.6(c)
ATTACHMENT C
EXHIBIT E-1

FORM OF WARRANTY BILL OF SALE
(MOBILE, ALABAMA)
AIRCRAFT BILL OF SALE
(the “Bill of Sale”)

Know all men by these presents that Airbus Americas, Inc., a Delaware corporation having its principal place of business at 2550 Wasser Terrace, Suite 9100, Herndon, VA 20171, United States (the “Seller”), was, this _____ day of __________ 20___, the owner of the title to the following airframe (the “Airframe”), the propulsion systems as specified (the “Propulsion Systems”) and all appliances, components, parts, instruments, accessories, furnishings, modules and other equipment of any nature, excluding buyer furnished equipment, incorporated therein, installed thereon or attached thereto on the date hereof (the “Parts”):

AIRFRAME:    PROPULSION SYSTEMS:
AIRBUS Model A3_______    ________________

MANUFACTURER’S SERIAL NUMBER:                ENGINE SERIAL NUMBERS:
______                                LH:    ______
RH:    ______

REGISTRATION MARK:
______

The Airframe, Propulsion Systems and Parts are hereafter together referred to as the “Aircraft”.
The Seller did, this _____ day of __________ 20___, sell, transfer and deliver all of its above described rights, title and interest in and to the Aircraft to the following entity and to its successors and assigns forever, said Aircraft to be the property thereof:

JETBLUE AIRWAYS CORPORATION
27-01 Queens Plaza North
Long Island City, New York 11101 U.S.A.
(the “Buyer”)

The Seller hereby warrants to the Buyer, its successors and assigns that it had good and lawful right to sell, deliver and transfer title to the Aircraft to the Buyer and that there was conveyed to the Buyer good, legal and valid title to the Aircraft, free and clear of all liens, claims, charges, encumbrances and rights of others and that the Seller will warrant and defend such title forever against all claims and demands whatsoever.

This Bill of Sale is governed by and shall be construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the Seller has caused this instrument to be executed by its duly authorized representative this _____ day of __________ 20___ in Mobile, Alabama, United States.


Exhibit 10.6(c)
AIRBUS AMERICAS, INC.

By:______________________________________
Name:
Title:




Exhibit 10.6(c)
ATTACHMENT D
EXHIBIT E-2

FORM OF WARRANTY BILL OF SALE
(HAMBURG, GERMANY)

BILL OF SALE

Know all men by these presents that Airbus S.A.S., a Société par Actions Simplifiée existing under French law and having its principal office at 1 rond-point Maurice Bellonte, 31707 Blagnac Cedex, FRANCE (the “Seller”), was this ___ day of __________ 20___ the owner of the title to the following airframe (the “Airframe”), the propulsion systems as specified (the “Propulsion Systems”) and all appliances, components, parts, instruments, accessories, furnishings, modules and other equipment of any nature, excluding buyer furnished equipment, incorporated therein, installed thereon or attached thereto on the date hereof (the “Parts”):

AIRFRAME:
PROPULSION SYSTEMS:
  
AIRBUS Model A3_____________________
  
MANUFACTURER’S
SERIAL NUMBER: _____
ENGINE SERIAL NUMBERS:
LH: _______
RH: _______
  
REGISTRATION MARK: ________
 
  
The Airframe, Propulsion Systems and Parts are hereafter together referred to as the “Aircraft”.

The Seller did this ___ day of __________ 20___, sell, transfer and deliver all of its above described rights, title and interest in and to the Aircraft to the following entity and to its successors and assigns forever, said Aircraft to be the property thereof:

JETBLUE AIRWAYS CORPORATION
27-01 Queens Plaza North
Long Island City, New York 11101
U.S.A.
(the “Buyer”)

The Seller hereby warrants to the Buyer, its successors and assigns that it had good and lawful right to sell, deliver and transfer title to the Aircraft to the Buyer and that there was conveyed to the Buyer good, legal and valid title to the Aircraft, free and clear of all liens, claims, charges, encumbrances and rights of others and that the Seller will warrant and defend such title forever against all claims and demands whatsoever.

Exhibit 10.6(c)

This Bill of Sale shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorised representative this ___ day of __________ 20___ in Hamburg, Germany.

AIRBUS S.A.S.

Name:    

Title:

Signature:




Exhibit 10.6(c)
ATTACHMENT E
EXHIBIT I

FORM OF AIRBUS WARRANTY

Airbus S.A.S. hereby warrants to JetBlue Airways Corporation (the “Buyer”), its successors and assigns that the bill of sale executed by Airbus Americas Inc. dated ___ ________ 2016 and relating to one A3_______ aircraft bearing MSN ____ (the “Aircraft”) (the “Bill of Sale”) conveys to the said Buyer on the date hereof good, legal and valid title to the Aircraft, the propulsion systems as described in the Bill of Sale, appliances, parts, instruments, accessories, furnishings and other equipment, free and clear of all liens, claims, charges, encumbrances and rights of others, and that Airbus S.A.S. will warrant and defend such title to the Aircraft forever against all claims and demands whatsoever.

This Airbus Warranty is governed by and shall be construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, Airbus S.A.S. has caused this Airbus Warranty to be executed by its duly authorized representative this ______ day of _________ 20___.



AIRBUS S.A.S.
Name:
Title:
Signature:




Exhibit 10.6(c)
ATTACHMENT F
EXHIBIT A



THE STANDARD SPECIFICATIONS ARE CONTAINED IN A SEPARATE FOLDER.




Exhibit 10.6(c)
ATTACHMENT G
EXHIBIT B4


EXHIBIT B4
JETBLUE A320NEO CUSTOMIZATION BUDGET PROPOSAL

Based on Standard Specification A320-200N issue 1.0 dated 23 December 2013
A320 NEO Aircraft

LIST OF ADDITIONAL SCNS
  A320-200 NEO  
ATATITLE
SCN Budget
$US DC01/10
per aircraft
Estimated BFE Budget $US DC01/10
per aircraft
Comments
[***][***][***]  
[***][***][***]  
[***][***][***] [***]
[***][***][***] [***]
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***][***] 
[***][***][***][***] 
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***] [***]
[***][***][***]  
[***][***][***]  
[***][***][***][***][***]
[***][***][***]  
[***][***][***]  
[***][***][***]  

Exhibit 10.6(c)
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***][***] 
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***] [***]
[***][***][***]  
[***][***][***][***] 
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***] [***]
[***][***][***] [***]
[***][***]   
 

TOTAL OF SCNS AND ESTIMATED BFE BUDGET - $[***] PER AIRCRAFT

[***]

[***]
 

(*): The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea level aircraft performance). It may differ from the nominal thrust that will be eventually indicated by the engine manufacturer.
Exhibit 10.6(d)
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. 4

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. 4 (hereinafter referred to as the “Amendment”) is entered into as of July 26, 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 sale by the Seller and purchase by the Buyer of fifteen (15) additional A321-200 aircraft and fifteen (15) additional A321 NEO aircraft.

NOW THEREFORE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, IT IS AGREED AS FOLLOWS:

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.

1    DEFINITIONS
1.1Clause 0 to the Agreement is amended to either modify or add the following defined terms between the words “QUOTE” and “UNQUOTE”.

Exhibit 10.6(d)
QUOTE

A321 NEO Airframe – any or all of the A321 NEO Aircraft, Incremental A321 NEO Aircraft, Converted A321 NEO Aircraft and Additional A321 NEO Aircraft, as applicable, excluding the A321 NEO Propulsion System therefor.

Additional A321 Aircraft – any or all of the fifteen (15) A321-200 model aircraft, as of the date hereof to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the relevant A321 Propulsion System installed thereon.

Additional A321 Airframe – any Additional A321 Aircraft, excluding A321 Propulsion System therefor.

Additional A321 NEO Aircraft – any or all of the fifteen (15) A321-200 NEO model aircraft, to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the relevant A321 NEO Propulsion System installed thereon.

Additional A321 NEO Airframe – any Additional A321 NEO Aircraft, excluding A321 NEO Propulsion System therefor.

Base Price of the Additional A321 Airframe – as defined in Paragraph 5 herein.

Base Price of the Additional A321 NEO Airframe – as defined in Paragraph 5 herein.

UNQUOTE

2    SALE AND PURCHASE OF ADDITIONAL AIRCRAFT
2.1The Seller shall manufacture, sell and deliver, and the Buyer shall purchase from the Seller and take delivery of, fifteen (15) Additional A321 Aircraft and fifteen (15) Additional A321 NEO Aircraft, pursuant to the terms and conditions described herein and in the Agreement.

2.2The Buyer and the Seller hereby agree that unless otherwise expressly agreed herein, all terms and conditions governing the sale and purchase of A321 Backlog Aircraft under the Agreement will apply to each of the Additional A321 Aircraft.
2.3The Buyer and the Seller hereby agree that unless otherwise expressly agreed herein, all terms and conditions governing the sale and purchase of A321 NEO Aircraft under the Agreement will apply to each of the Additional A321 NEO Aircraft.


Exhibit 10.6(d)
2.4
    The Additional A321 Aircraft and Additional A321 NEO Aircraft will deliver to the Buyer as set
     forth in the Amended and Restated Schedule 1 to the Agreement, as defined in Clause 6.2
     below.

2.5[***], the Seller will undertake reasonable efforts to [***].
3    [***]

4    PRICE
4.1
The base price of each Additional A321 Airframe (the “Base Price of the Additional A321 Airframe”) is the same as the Base Price of the A321 Backlog Airframe set forth in Clause 3.1.5 of the Agreement.

4.2
The base price of each Additional A321 NEO Airframe (the “Base Price of the Additional A321 NEO Airframe”) is the same as the Base Price of the A321 NEO Airframe as set forth in Clause 3.1.11 of the Agreement.
5    DELIVERY
5.1The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402139 is hereby amended from [***] 2019 to [***] 2019.

5.2
          The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number
          402140 is hereby amended from [***] 2019 to [***] 2019.

5.3
          The Scheduled Delivery Period for the Incremental A321 NEO Aircraft bearing CACiD
          number 10002781 is hereby amended from [***] 2019 to [***] 2019.

5.4
          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.

Exhibit 10.6(d)
7    OTHER AMENDMENTS

7.1    Clause 9.1.2 is deleted in its entirety and replaced by the following quoted text:
QUOTE
9.1.2In respect of each Aircraft corresponding to a Scheduled Delivery Quarter as set forth in Schedule 1, the Seller will provide notification to the Buyer of the Scheduled Delivery Month no later than (i) [***] before [***] in respect of Additional A321 Aircraft and (ii) [***] before [***] for all other Aircraft, [***].
UNQUOTE

7.2

       Clause 11.1 of the Agreement is deleted in its entirety and replaced with the Clause 11.1 set
       forth below between QUOTE and UNQUOTE:
QUOTE
11.1    Liquidated Damages
Should an Aircraft not be Ready for Delivery within (i) [***] after the last day of the Scheduled Delivery Month for any A321 Backlog Aircraft, Converted A321 Backlog Aircraft, Incremental A321 Aircraft, or Additional A321 Aircraft, or for any NEO Aircraft scheduled to deliver in or after calendar year [***], or (ii) [***] after the last day of the Scheduled Delivery Month for any NEO Aircraft scheduled to deliver in calendar year [***], or (iii) [***] after the last day of the Scheduled Delivery Month for any NEO Aircraft scheduled to deliver prior to calendar year [***] (in each case as such month may be changed pursuant to Clauses 2.2, 7 and/or 10) (the “Delivery Period”) and such delay is not as a result of an Excusable Delay or Total Loss, then such delay will be termed an “Inexcusable Delay.”

If at any time between the date of the Purchase Agreement and the date which is [***] before the [***] of the Scheduled Delivery Month of the affected Aircraft, the Seller notifies the Buyer that there will be an Inexcusable Delay with respect to such Aircraft (the “First Tier Inexcusable Delay”), the Buyer will have the right to claim, and the Seller will pay the Buyer liquidated damages of (i) US $[***] (US Dollars– [***]), for each day of delay in the Delivery starting on the date that is the day after the last day of the Delivery Period.

In no event will the amount of liquidated damages relating to a First Tier Inexcusable Delay exceed the total of US $[***] (US dollars – [***]) in respect of any one Aircraft.

If at any time after the date which is [***] before the [***] of the Scheduled Delivery Month of the affected Aircraft, the Seller notifies the Buyer that there will be an Inexcusable Delay with respect to an Aircraft (the “Second Tier Inexcusable Delay”), the Buyer will have the right to claim, and the Seller will pay the Buyer liquidated damages of (i) US $[***] (US Dollars– [***]), for each day of delay in the Delivery starting on the date that is the day after the last day of the Delivery Period.
In no event will the amount of liquidated damages relating to a Second Tier Inexcusable Delay exceed the total of US $[***] (US dollars – [***]) in respect of any one Aircraft.

The amounts set forth in this Sub-clause 11.1 will [***], as may be amended by the provisions of this Agreement.

Exhibit 10.6(d)

The Buyer's right to liquidated damages in respect of an Aircraft is conditioned on the Buyer's submitting a written claim for liquidated damages to the Seller not later than [***] after the last day of the relevant Delivery Period.

UNQUOTE
7.3The Amended and Restated Letter Agreement No. 1 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 1 attached hereto.
7.4The Amended and Restated Letter Agreement No. 2 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 2 attached hereto.

7.5The Amended and Restated Letter Agreement No. 3 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 3 attached hereto.

7.6The Amended and Restated Letter Agreement No. 6 is terminated in its entirety and replaced by the Amended and Restated Letter Agreement No. 6 attached hereto.

7.7
All references to Pratt and Whitney in the Agreement shall henceforth be deemed to be references to International Aero Engines, LLC (“IAE LLC”).

7.8All references in Exhibit C to the US Bureau of Labor Statistics Material Index published in “PPI Detailed report” found in Table 6 shall be deemed references to the same report now listed in Table 9.
8.    OTHER COMMERCIAL TERMS
8.1The Predelivery Payments for the Additional A321 Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.5 and 2 of Amended and Restated Letter Agreement No. 2 to the Agreement dated as of even date herewith.


Exhibit 10.6(d)
8.2The Predelivery Payments for the Additional A321 NEO Aircraft are as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.6 and 2 of Amended and Restated Letter Agreement No. 2 to the Agreement dated as of even date herewith.

8.3The purchase incentives for the Additional A321 Aircraft are as set forth in Paragraphs 9.1 through 9.3 of Amended and Restated Letter Agreement No. 1 to the Agreement dated as of even date herewith.

8.4The purchase incentives for the Additional A321 NEO Aircraft are as set forth in Paragraphs 10.1 through 10.3 of Amended and Restated Letter Agreement No. 1 to the Agreement dated as of even date herewith.

8.5The [***] applicable to the Additional A321 Aircraft and the Additional A321 NEO Aircraft is as set forth in Paragraph 12 of Amended and Restated Letter Agreement No. 1 to the Agreement.

8.6[***]

8.7[***]

8.8The Delivery Schedule for the Additional A321 Aircraft and Additional A321 NEO Aircraft [***] as set forth in Clauses 8.6 and 8.7 above.


Exhibit 10.6(d)
8.9The Buyer hereby irrevocably selects IAE V2533-A5 engines as the Propulsion System for all Additional A321 Aircraft.

9   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.

10

        CONFIDENTIALITY
This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement.
11ASSIGNMENT
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 11 will be void and of no force or effect.
12COUNTERPARTS
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.

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

Exhibit 10.6(d)
JETBLUE AIRWAYS CORPORATION     AIRBUS S.A.S.


By: /s/ Mark D. Powers     By: /s/ Christophe Mourey

       
Its: Chief Financial Officer     Its: Senior Vice President Contracts












Appendix 1
to
Amendment No. 4

Amended and Restated
SCHEDULE 1

 CACiD
No.		Aircraft Rank No.TypeScheduled Delivery Month/QuarterScheduled Delivery Year
1159 908122Group 1 A320 Aircraft[***]2011
2159 942123Group 1 A320 Aircraft[***]2012
3159 943124Group 1 A320 Aircraft[***]2012
4159 950125Group 1 A320 Aircraft[***]2012
5159 951126Group 1 A320 Aircraft[***]2012
6159 923127Group 1 A320 Aircraft[***]2012
7159 924128Group 1 A320 Aircraft[***]2012
8159 925129Group 1 A320 Aircraft[***]2012
9159 939130A320 Backlog Aircraft[***]2013
10159 960131A320 Backlog Aircraft[***]2013
11159 961132A320 Backlog Aircraft[***]2013
12159 962133A321 Backlog Aircraft[***]2013

Exhibit 10.6(d)
13159 963134A321 Backlog Aircraft[***]2013
14159 964135A321 Backlog Aircraft[***]2013
15159 965136A321 Backlog Aircraft[***]2013
16159 916137A321 Backlog Aircraft[***]2014
17159 940138A321 Backlog Aircraft[***]2014
18159 941139A321 Backlog Aircraft[***]2014
19159 944140A321 Backlog Aircraft[***]2014
20159 945141A321 Backlog Aircraft[***]2014
21159 946142A321 Backlog Aircraft[***]2014
22159 947143A321 Backlog Aircraft[***]2014
23159 948144A321 Backlog Aircraft[***]2014
24159 949145A321 Backlog Aircraft[***]2014
25159 956146A321 Backlog Aircraft[***]2015
26159 957147A321 Backlog Aircraft[***]2015
27159 958148A321 Backlog Aircraft[***]2015
28159 959149A321 Backlog Aircraft[***]2015
29159 929150A321 Backlog Aircraft[***]2015
30159 930151A321 Backlog Aircraft[***]2015
31159 931152A321 Backlog Aircraft[***]2015
32159 932153A321 Backlog Aircraft[***]2015
33159 933154A321 Backlog Aircraft[***]2015
3410002716155Incremental A321 Aircraft[***]2015
35159 920156A321 Backlog Aircraft[***]2015
36 10002752157Incremental A321 Aircraft[***]2015
37159 911158A321 Backlog Aircraft[***]2016
38159 912159A321 Backlog Aircraft[***]2016
39159 917160A321 Backlog Aircraft[***]2016
40159 918161A321 Backlog Aircraft[***]2016
41159 926162A321 Backlog Aircraft[***]2016
42159 927163A321 Backlog Aircraft[***]2016
43159 928164A321 Backlog Aircraft[***]2016
44159 952165A321 Backlog Aircraft[***]2016
45159 953166A321 Backlog Aircraft[***]2016
46159 934167A321 Backlog Aircraft[***]2016

Exhibit 10.6(d)
47159 922168Converted A321 Backlog Aircraft[***]2017
48159 954169Converted A321 Backlog Aircraft[***]2017
49159 955170Converted A321 Backlog Aircraft[***]2017
50159 921171Converted A321 Backlog Aircraft[***]2017
51104 440172Converted A321 Backlog Aircraft[***]2017
52104 442173Converted A321 Backlog Aircraft[***]2017
53 249Additional A321 Aircraft[***]2017
54159 909174Converted A321 Backlog Aircraft[***]2017
55 250Additional A321 Aircraft[***]2017
5610002770175Incremental A321 Aircraft[***]2017
57 251Additional A321 Aircraft[***]2017
5810002771176Incremental A321 Aircraft[***]2017
59 252Additional A321 Aircraft[***]2017
6010002772177Incremental A321 Aircraft[***]2017
61 253Additional A321 Aircraft[***]2017
62159 910178Converted A321 Backlog Aircraft[***]2018
63 254Additional A321 Aircraft[***]2018
64402 132179Converted A321 NEO Aircraft[***]2018
65402 133180Converted A321 NEO Aircraft[***]2018
66402 134181Converted A321 NEO Aircraft[***]2018
67402 135182Converted A321 NEO Aircraft[***]2018
68402 136183Converted A321 NEO Aircraft[***]2018
6910002778184Incremental A321 NEO Aircraft[***]2018
70 255Additional A321 Aircraft[***]2018
71 256Additional A321 Aircraft[***]2018
72 257Additional A321 Aircraft[***]2018
73402 137185Converted A321 NEO Aircraft[***]2019
74402 138186Converted A321 NEO Aircraft[***]2019
75 258Additional A321 Aircraft[***]2019

Exhibit 10.6(d)
76 259Additional A321 Aircraft[***]2019
77 260Additional A321 Aircraft[***]2019
78 261Additional A321 Aircraft[***]2019
79402 141189Converted A321 NEO Aircraft[***]2019
8010002779190Incremental A321 NEO Aircraft[***]2019
8110002780191Incremental A321 NEO Aircraft[***]2019
82 262Additional A321 Aircraft[***]2019
83 263Additional A321 Aircraft[***]2019
84402 139187Converted A321 NEO Aircraft[***]2019
85402 140188Converted A321 NEO Aircraft[***]2019
8610002782193Incremental A321 NEO Aircraft[***]2019
8710002783194Incremental A321 NEO Aircraft[***]2019
8810002784195Incremental A321 NEO Aircraft[***]2019
8910002781192Incremental A321 NEO Aircraft[***]2019
9010002785196Incremental A321 NEO Aircraft[***]2019
9110002786197Incremental A321 NEO Aircraft[***]2019
9210002787198Incremental A321 NEO Aircraft[***]2019
9310002788199Incremental A321 NEO Aircraft[***]2019
9410002756200A321 NEO Aircraft[***]2020
9510002760201A321 NEO Aircraft[***]2020
9610002764202A321 NEO Aircraft[***]2020
9710002789203Incremental A321 NEO Aircraft[***]2020
9810002790204Incremental A321 NEO Aircraft[***]2020
9910002791205Incremental A321 NEO Aircraft[***]2020

Exhibit 10.6(d)
10010002792206Incremental A321 NEO Aircraft[***]2020
101 264Additional A321 NEO Aircraft[***]2020
10210009793207Incremental A321 NEO Aircraft[***]2020
10310002794208Incremental A321 NEO Aircraft[***]2020
104402 142209A320 NEO Aircraft[***]2020
105402 143210A320 NEO Aircraft[***]2020
106 265Additional A321 NEO Aircraft[***]2020
107402 144211A320 NEO Aircraft[***]2020
108402 145212A320 NEO Aircraft[***]2020
109 402 146213A320 NEO Aircraft[***]2020
110 402 147214A320 NEO Aircraft[***]2020
111 266Additional A321 NEO Aircraft[***]2020
112402 151215A320 NEO Aircraft[***]2021
113402 152216A320 NEO Aircraft[***]2021
114402 153217A320 NEO Aircraft[***]2021
115402 154218A320 NEO Aircraft[***]2021
116 267Additional A321 NEO Aircraft[***]2021
117402 155219A320 NEO Aircraft[***]2021
118402 156220A320 NEO Aircraft[***]2021
119402 157221A320 NEO Aircraft[***]2021
120402 158222A320 NEO Aircraft[***]2021
121 268Additional A321 NEO Aircraft[***]2021
122402 159223A320 NEO Aircraft[***]2021
123402 160224A320 NEO Aircraft[***]2021
124402 161225A320 NEO Aircraft[***]2021
125402 162226A320 NEO Aircraft[***]2021
126 269Additional A321 NEO Aircraft[***]2021
127402 163227A320 NEO Aircraft[***]2021
128402 164228A320 NEO Aircraft[***]2021
129402 165229A320 NEO Aircraft[***]2021
130402 166230A320 NEO Aircraft[***]2021
131 270Additional A321 NEO Aircraft[***]2021

Exhibit 10.6(d)
132402 148231A320 NEO Aircraft[***]2022
133 402 149232A320 NEO Aircraft[***]2022
134 402 150233A320 NEO Aircraft[***]2022
13510002765234A321 NEO Aircraft[***]2022
136 271Additional A321 NEO Aircraft[***]2022
13710002766235A321 NEO Aircraft[***]2022
13810002767236A321 NEO Aircraft[***]2022
13910002768237A321 NEO Aircraft[***]2022
14010002769238A321 NEO Aircraft[***]2022
141 272Additional A321 NEO Aircraft[***]2022
14210002773239A321 NEO Aircraft[***]2022
14310002774240A321 NEO Aircraft[***]2022
144402 127241A321 NEO Aircraft[***]2022
145402 128242A321 NEO Aircraft[***]2022
146 273Additional A321 NEO Aircraft[***]2022
147402 129243A321 NEO Aircraft[***]2022
148402 130244A321 NEO Aircraft[***]2022
149402 131245A321 NEO Aircraft[***]2022
15010002775246Incremental A321 NEO Aircraft[***]2022
151 274Additional A321 NEO Aircraft[***]2022
15210002776247Incremental A321 NEO Aircraft[***]2023
153 275Additional A321 NEO Aircraft[***]2023
154 276Additional A321 NEO Aircraft[***]2023
15510002777248Incremental A321 NEO Aircraft[***]2023
156 277Additional A321 NEO Aircraft[***]2023
157 278Additional A321 NEO Aircraft[***]2023




Exhibit 10.6(d)
Attachment 1
to
Amendment No. 4

AMENDED AND RESTATED
LETTER AGREEMENT NO. 1





Exhibit 10.6(d)
AMENDED AND RESTATED
LETTER AGREEMENT NO. 1

As of July 26, 2016

JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: PURCHASE INCENTIVES

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of October 25, 2013, Amendment No. 2 dated as of November 19, 2014 and Amendments No. 3 and No. 4 dated as of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended and Restated Letter Agreement No. 1 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into Amended and Restated Letter Agreement No. 1 to the Agreement dated as of November 19, 2014, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to incorporate relevant amendments to such Original Letter Agreement into a single document.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
 
1    INTENTIONALLY LEFT BLANK

2    A320 BACKLOG AIRCRAFT (Excluding Group 1 A320 Aircraft)


Exhibit 10.6(d)
2.1    In respect of each A320 Backlog Aircraft (excluding Group 1 A320 Aircraft) that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “A320 Backlog Aircraft Credit Memoranda”):

[***]

2.2    The A320 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

2.3    The A320 Backlog Aircraft Credit Memoranda will be [***] of each A320 Backlog Aircraft that is sold by the Seller and purchased by the Buyer. The A320 Backlog Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A320 Backlog Aircraft, the A320 Backlog Aircraft Credit Memoranda will be [***] of the A320 Backlog Aircraft.

3    A321 BACKLOG AIRCRAFT and CONVERTED A321 BACKLOG AIRCRAFT

3.1    In respect of each A321 Backlog Aircraft and each Converted A321 Backlog Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “A321 Backlog Aircraft Credit Memoranda”):

[***]

3.2    The A321 Backlog Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

3.3    The A321 Backlog Aircraft Credit Memoranda will be [***] of each A321 Backlog Aircraft and each Converted A321 Backlog Aircraft that is sold by the Seller and purchased by the Buyer. The A321 Backlog Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A321 Backlog Aircraft or Converted A321 Backlog Aircraft, the A321 Backlog Aircraft Credit Memoranda will be [***] the Final Price of the A321 Backlog Aircraft or the Final Price of the Converted A321 Backlog Aircraft, as applicable.

4    A319 NEO AIRCRAFT

4.1    In respect of each A319 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A319 NEO Aircraft Credit Memoranda”):

[***]

4.2    The A319 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

4.3    The A319 NEO Aircraft Credit Memoranda will be [***] of each A319 NEO Aircraft. The A319 NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the

Exhibit 10.6(d)
contrary at least [***] before Delivery of an A319 NEO Aircraft, the A319 NEO Aircraft Credit Memoranda will be [***] the Final Price of the A319 NEO Aircraft.

5    A320 NEO AIRCRAFT

5.1    In respect of each A320 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A320 NEO Aircraft Credit Memoranda”):

[***]

5.2    The A320 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller Price Revision Formula, [***]in accordance with Paragraph 9 of this Letter Agreement.

5.3    The A320 NEO Aircraft Credit Memoranda will be [***] of each A320 NEO Aircraft. The A320 NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an A320 NEO Aircraft, the A320 NEO Aircraft Credit Memoranda will be [***] the Final Price of the A320 NEO Aircraft.

6    A321 NEO AIRCRAFT, CONVERTED A321 NEO AIRCRAFT AND INCREMENTAL A321 NEO AIRCRAFT

6.1    In respect of each A321 NEO Aircraft, Converted A321 NEO Aircraft and each Incremental A321 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “A321 NEO Aircraft Credit Memoranda”):

[***]

6.2    The A321 NEO Aircraft Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

6.3    The A321 NEO Credit Memoranda will be [***] of each A321 NEO Aircraft, each Converted A321 NEO Aircraft, and each Incremental A321 NEO Aircraft. The A321 NEO Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of the relevant Aircraft, the A321 NEO Aircraft Credit Memoranda will be [***] the Final Price of such Aircraft.

7    GROUP 1 A320 AIRCRAFT

7.1    In respect of each Group 1 A320 Aircraft, the Seller will provide to the Buyer the following credits (collectively, the “Group 1 Aircraft Credit Memoranda”):

(i)[***]


Exhibit 10.6(d)
(ii)[***]

7.2     The Group 1 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

7.3    The Group 1 Aircraft Credit Memoranda will be [***] of each Group 1 A320 Aircraft that is sold by the Seller and purchased by the Buyer. The Group 1 Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of a Group 1 A320 Aircraft, the Group 1 Aircraft Credit Memoranda will be [***] the Final Price of the Group 1 A320 Aircraft.

8    INCREMENTAL A321 AIRCRAFT

8.1    In respect of each Incremental A321 Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “Incremental A321 Aircraft Credit Memoranda”):

[***]

8.2    The Incremental A321 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

8.3    The Incremental A321 Aircraft Credit Memoranda will be [***] of each Incremental A321 Aircraft that is sold by the Seller and purchased by the Buyer. The Incremental A321 Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an Incremental A321 Aircraft, the Incremental A321 Aircraft Credit Memoranda will be [***] the Final Price of the Incremental A321 Aircraft.

9    [***]

10    ADDITIONAL A321 AIRCRAFT

10.1    In respect of each Additional A321 Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “Additional A321 Aircraft Credit Memoranda”):

[***] [***]

10.2    The Additional A321 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.


Exhibit 10.6(d)
10.3    The Additional A321 Aircraft Credit Memoranda will be [***] of each Additional A321 Aircraft that is sold by the Seller and purchased by the Buyer. The Additional A321 Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of an Additional A321 Aircraft, the Additional A321 Aircraft Credit Memoranda will be [***] the Final Price of the Additional A321 Aircraft.

11    ADDITIONAL A321 NEO AIRCRAFT

11.1    In respect of each Additional A321 NEO Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “Additional A321 NEO Aircraft Credit Memoranda”):

[***]

11.2    The Additional A321 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

11.3    The Additional A321 NEO Credit Memoranda will be [***] of each Additional A321 NEO Aircraft. The Additional A321 NEO Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of the relevant Aircraft, the Additional A321 NEO Aircraft Credit Memoranda will be [***] the Final Price of such Aircraft.

12    CONVERTED A321 LR AIRCRAFT

12.1    In respect of each Converted A321 LR Aircraft that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the “Converted A321 LR Aircraft Credit Memoranda”):

[***]

12.2    The Converted A321 LR Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.

12.3     The Converted A321 LR Aircraft Credit Memoranda will be [***] of each Converted A321 LR Aircraft. The Converted A321 LR Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of the relevant Aircraft, the Converted A321 LR Credit Memoranda will be [***] the Final Price of such Aircraft.

12.4    The Seller shall grant the Buyer for each Converted A321 LR Aircraft a goods and services credit memorandum to support the Converted A321 LR Aircraft entry into service (the “A321 LR G+S Credit Memorandum”) amounting to:

[***]

The A321 LR G+S Credit Memorandum shall be issued [***].
The A321 LR G+S Credit Memorandum is quoted at delivery conditions prevailing in the A320 Family Base Period ([***]) and will be [***] in accordance with Paragraph 9 of this Letter Agreement.

Exhibit 10.6(d)

13    [***]

14    [***]

15    [***]

16    [***]

17    [***]

18    [***]

19    [***]

20    [***]

21    [***]

22     [***]

23    [***]

24    [***]

25    [***]

26    [***]

27    ADMINISTRATION OF CREDITS

[***]

The above amounts are stated at delivery conditions prevailing in [***] and will be adjusted to the date of the respective availability in accordance with the Seller Price Revision Formula, [***].

28    ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 28 will be void and of no force or effect.

29    CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.

30    COUNTERPARTS


Exhibit 10.6(d)
This Letter Agreement 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.
 

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.



By: /s/ Cristophe Mourey
Its: Senior Vice President Contracts


Accepted and Agreed

JETBLUE AIRWAYS CORPORATION



By: /s/ Mark D. Powers
Its: Chief Financial Officer




Exhibit 10.6(d)
Attachment 2
to
Amendment No. 4

AMENDED AND RESTATED
LETTER AGREEMENT NO. 2




Exhibit 10.6(d)
AMENDED AND RESTATED
LETTER AGREEMENT NO. 2

As of July 26, 2016

JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101


Re: PAYMENTS

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated October 25, 2013 and Amendments No. 3 and No. 4 dated as of even date herewith the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended and Restated Letter Agreement No. 2 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into Amended and Restated Letter Agreement No. 2 to the Agreement dated as of October 25, 2013, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to incorporate relevant amendments to such Original Letter Agreement into a single document.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
1PREDELIVERY PAYMENTS

Exhibit 10.6(d)

1.1For each Backlog Aircraft (excluding all Incremental A321 Aircraft and all Converted A321 Backlog Aircraft), Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:

QUOTE

5.3.2The Predelivery Payment Reference Price for a Backlog Aircraft to be delivered in [***] is determined in accordance with the following formula:

[***]

5.3.3Predelivery Payments will be paid according to the following schedule.

Payment Date

Percentage of Predelivery Payment 
Reference Price
  
1st Payment
-[***][***]
2nd Payment
-[***]

[***]
3rd Payment
-[***]

[***]
______________________________________________________

TOTAL PAYMENT PRIOR TO DELIVERY
[***]

In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement.

UNQUOTE


Exhibit 10.6(d)
1.2For each NEO Aircraft (excluding all Incremental A321 NEO Aircraft, all Converted A321 NEO Aircraft, all Additional A321 NEO Aircraft and all A321 LR Aircraft), Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:

QUOTE

5.3.2    The Predelivery Payment Reference Price for a NEO Aircraft to be delivered in     [***] is determined in accordance with the following formula:

[***]

5.3.3    Predelivery Payments will be paid according to the following schedule.




Payment Date

Percentage of Predelivery Payment
Reference Price
  
1st Payment
-[***][***]
2nd Payment
-[***]

[***]
3rd Payment
-[***]

[***]
______________________________________________________

TOTAL PAYMENT PRIOR TO DELIVERY
[***]

In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement.

UNQUOTE

1.3For each Incremental A321 Aircraft and each Converted A321 Backlog Aircraft, Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:

QUOTE

Exhibit 10.6(d)

5.3.2The Predelivery Payment Reference Price for an Incremental A321 Aircraft or a Converted A321 Backlog Aircraft to be delivered in [***] is determined in accordance with the following formula:

[***]

5.3.3Predelivery Payments will be paid according to the following schedule.


Payment Date

Percentage of Predelivery Payment
Reference Price
  
1st Payment
-[***][***]
2nd Payment
-[***]

[***]
3rd Payment
-[***]

[***]
______________________________________________________

TOTAL PAYMENT PRIOR TO DELIVERY
[***]

In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement.

UNQUOTE

1.4For each Incremental A321 NEO Aircraft and each Converted A321 NEO Aircraft, Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:

QUOTE

Exhibit 10.6(d)

5.3.2    The Predelivery Payment Reference Price for an Incremental A321 NEO Aircraft or a Converted A321 NEO Aircraft to be delivered in [***] is determined in accordance with the following formula:

[***]

5.3.3    Predelivery Payments will be paid according to the following schedule.
Payment Date

Percentage of Predelivery Payment
Reference Price
  
1st Payment
[***][***]
2nd Payment
[***]

[***]
3rd Payment
[***]

[***]
______________________________________________________

TOTAL PAYMENT PRIOR TO DELIVERY
[***]

In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement.

UNQUOTE

1.5For each Additional A321 Aircraft, Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:

QUOTE

[***]

5.3.2The Predelivery Payment Reference Price for an Additional A321 Aircraft to be delivered in [***] is determined in accordance with the following formula:

Exhibit 10.6(d)

[***]

5.3.3Predelivery Payments will be paid according to the following schedule.

Payment Date

Percentage of Predelivery Payment
Reference Price
  
1st Payment
[***][***]
2nd Payment
[***][***]
3rd Payment
[***]

[***]
4th Payment
[***]

[***]
______________________________________________________

TOTAL PAYMENT PRIOR TO DELIVERY
[***]

In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of Amendment No. 4 to the Agreement, such Predelivery Payments shall be made within one (1) Business Day of signature of Amendment No. 4 to the Agreement.

UNQUOTE

1.6For each Additional A321 NEO Aircraft, Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:

QUOTE

[***]


Exhibit 10.6(d)
5.3.2The Predelivery Payment Reference Price for an Additional A321 NEO Aircraft to be delivered in [***] is determined in accordance with the following formula:

[***]

5.3.3Predelivery Payments will be paid according to the following schedule.
Payment Date

Percentage of Predelivery Payment
Reference Price
  
1st Payment
[***][***]
2nd Payment
[***]
[***]
3rd Payment
[***]

[***]
4th Payment
[***]

[***]
______________________________________________________

TOTAL PAYMENT PRIOR TO DELIVERY
[***]

In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature of Amendment No. 4 to the Agreement, such Predelivery Payments shall be made within one (1) Business Day of signature of Amendment No. 4 to the Agreement.

UNQUOTE

1.7[***] for each such Converted A321 LR Aircraft Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:

QUOTE

5.3.2    The Predelivery Payment Reference Price for an A321 LR Aircraft to be delivered in [***] is determined in accordance with the following formula:

Exhibit 10.6(d)

[***]

5.3.3    Predelivery Payments will be paid according to the following schedule.
Payment Date

Percentage of Predelivery Payment
Reference Price
  
1st Payment
[***][***]
2nd Payment
[***][***]
3rd Payment
[***]

[***]
4th Payment
[***]

[***]
______________________________________________________

TOTAL PAYMENT PRIOR TO DELIVERY
[***]

In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date of signature Amendment No. 4 to the Agreement, such Predelivery Payments shall be made within one (1) Business Day of signature of Amendment No. 4 to the Agreement.

UNQUOTE

2.[***]

Clause 5.3.5 with the following quoted text is added to the Agreement:

QUOTE

5.3.5[***]

As used herein:

(i)    [***]

Exhibit 10.6(d)

(ii)    "Business Day" shall mean any day which is not a Saturday or a Sunday and which is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in New York, New York, or London, England and

(iii)    [***]

UNQUOTE

3    BACKLOG AIRCRAFT [***]

The Buyer and the Seller acknowledge that the Buyer [***] in accordance with the terms and conditions set forth in Paragraph 2 of this Letter Agreement.
4ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 4 will be void and of no force or effect.

5CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.

6COUNTERPARTS
This Letter Agreement 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.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.



Exhibit 10.6(d)

By: /s/ Christophe Mourey
Its: Senior Vice President Contracts


Accepted and Agreed

JETBLUE AIRWAYS CORPORATION



By: /s/ Mark D. Powers
Its: Chief Financial Officer




Exhibit 10.6(d)
Attachment 3
to
Amendment No. 4

AMENDED AND RESTATED
LETTER AGREEMENT NO. 3







Exhibit 10.6(d)
AMENDED AND RESTATED
LETTER AGREEMENT NO. 3

As of July 26, 2016

JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: [***]

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of October 25, 2013 and Amendment No. 2 dated as of November 19, 2014 and Amendments No.3 and No. 4 dated as of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Amended and Restated Letter Agreement No. 3 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into Amended and Restated Letter Agreement No. 3 to the Agreement dated as of November 19, 2014, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to incorporate relevant amendments to such Original Letter Agreement into a single document.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:

1    DEFINITIONS
Clause 0 to the Agreement is amended to either modify or add the following defined terms between the words “QUOTE” and “UNQUOTE”:

QUOTE

Exhibit 10.6(d)

A319 NEO Aircraft – any or all of the A319-100 NEO model aircraft that have been [***] pursuant to this Agreement together with all components, equipment, parts and accessories installed in or on such aircraft and the A319 NEO Propulsion System installed thereon upon Delivery.

A319 NEO Airframe - any A319 NEO Aircraft, excluding A319 NEO Propulsion System therefor.

A319 NEO Propulsion System – as defined in Clause 2.3.6, as set forth in Paragraph 3.2 of Letter Agreement No. 3.

A321 Backlog Aircraft – any or all of the remaining thirty (30), of the fifty-two (52) A320-200 model aircraft originally to be sold by the Seller and purchased by the Buyer pursuant to the Original Agreement, as of the date hereof to be sold by the Seller and purchased by the Buyer pursuant to this Agreement as A321-200 model aircraft, and [***] pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the relevant A321 Propulsion System installed thereon.

A321 LR Aircraft – an A321-200N type aircraft together with all components, equipment, parts and accessories installed in or on such aircraft and the A321 LR Propulsion System installed thereon upon Delivery.

A321 LR Airframe – an A321 LR Aircraft, excluding A321 LR Propulsion System therfor.

A321 LR Propulsion System – as defined in Clause 2.3.8, as set forth in Paragraph 3.4 of Letter Agreement No. 3.

A321 NEO Aircraft – any or all of the A321 aircraft that have been [***] pursuant to this Agreement together with all components, equipment, parts and accessories installed in or on such aircraft and the A321 NEO Propulsion System installed thereon upon Delivery. For the sake of clarity, A321 NEO Aircraft includes the Converted A321 NEO Aircraft, the Incremental A321 NEO Aircraft and the Additional A321 NEO Aircraft.

A321 NEO Propulsion System – as defined in Clause 2.3.4, as set forth in Paragraph 3.2 of Letter Agreement No. 3.

Additional Aircraft – any and all of the Additional A321 Aircraft, Additional A321 NEO Aircraft and [***].

Aircraft – individually or collectively, the Group 1 A320 Aircraft, the A319 NEO Aircraft, the A320 Backlog Aircraft, the A320 NEO Aircraft, the A321 Backlog Aircraft, the A321 NEO Aircraft, [***], the Incremental A321 Aircraft, the Additional A321 Aircraft, the Incremental A321 NEO Aircraft, the Additional A321 NEO Aircraft and the A321 LR Aircraft as applicable.

Airframe – as applicable, the A319 Airframe. A319 NEO Airframe, the A320 Airframe, A320 NEO Airframe, the A321 Airframe, the A321 NEO Airframe or the A321 LR Airframe.

Backlog Aircraft – the A320 Backlog Aircraft and the A321 Backlog Aircraft.


Exhibit 10.6(d)
Base Price of the Airframe – the Base Price of the A319 NEO Airframe, the Base Price of the A320 Backlog Airframe, the Base Price of A320 NEO Airframe, the Base Price of the A321 Backlog Airframe, the Base Price of the A321 NEO Airframe, the Base Price of the Group 1 A320 Airframe, the Base Price of the Incremental A321 Airframe, the Base Price of the Incremental A321 NEO Airframe, [***], the Base Price of the Additional A321 as applicable.

Base Price of the A321 LR Airframe – as defined in Paragraph 4 herein.

Base Price of the Group 1 A320 Airframe – as defined in Paragraph 4 herein.

[***]

[***]

CFM LEAP Propulsion System – the CFM LEAP -1A24 Propulsion System, the CFM LEAP -1A26 Propulsion Systems and the CFM LEAP -1A32 Propulsion System, as applicable.

[***]

[***]

IAE LLC Propulsion System – the PW1124G-JM Propulsion System, the PW1127G-JM Propulsion System and the PW1133G-JM Propulsion System, as applicable.

IAE Propulsion System – the IAE V2524-A5 Propulsion System, the IAE V2527-A5 Propulsion System and the IAE V2533-A5 Propulsion System, as applicable.

NEO Aircraft – an A319 NEO Aircraft, an A320 NEO Aircraft, an A321 NEO Aircraft and an A321 LR Aircraft, as applicable.

NEO Propulsion System – the A319 NEO Propulsion System, the A320 NEO Propulsion System, the A321 NEO Propulsion System and the A321 LR Propulsion System, as applicable.

Propulsion System – the CFM LEAP -1A24 Propulsion System, the CFM LEAP -1A27 Propulsion System, the CFM LEAP -1A32 Propulsion System, the CFM LEAP -1A33 Propulsion System, the IAE V2527-A5 Propulsion System, the IAE V2533-A5 Propulsion System, the PW1124G Propulsion System, the PW1127G Propulsion System and the PW1133G Propulsion System, as applicable.

Standard Specification – the A319 Standard Specification, A319 NEO Standard Specification, the A320 Standard Specification, A320 NEO Standard Specification, the A321 Standard Specification and the A321 NEO Standard Specification, as applicable.
2[***]


Exhibit 10.6(d)
2.1[***]
2.2    [***]

2.3    Aircraft Specification
2.3.1Intentionally Left Blank
2.3.2    Intentionally Left Blank
2.3.3The A319 NEO Aircraft SCN List, as set forth in Appendix 3 to this Letter Agreement, is hereby incorporated into the Agreement.

2.3.4The A321 NEO Aircraft SCN List, as set forth in Appendix 4 to this Letter Agreement, is hereby incorporated into the Agreement and shall also apply to the Incremental A321 NEO Aircraft and Additional A321 NEO Aircraft.

2.3.5The A321 LR Aircraft SCN List, as set forth in Appendix 5 to this Letter Agreement, is hereby incorporated into the Agreement.

2.3.6Clause 2.1.2(iv) is hereby added to the Agreement to read as set forth in the following quoted text:
QUOTE

2.1.2 (iv) The A321 LR Aircraft, will be manufactured in accordance with the A321 NEO Standard Specification as may already have been modified or varied at the date of this Agreement by the Specification Change Notices listed in Appendix 5 to Letter Agreement No. 3, which includes the following design weights: a maximum take-off weight (MTOW) of [***] metric tons, a maximum landing weight (MLW) of [***] metric tons and a maximum zero fuel weight (MZFW) of [***] metric tons as well as three (3) ACTs.

UNQUOTE

Exhibit 10.6(d)
2.3.7Clause 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
2.1.2.2CabinFlex 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 Additional A321 NEO Aircraft and A321 LR Converted Aircraft, and on all A321 NEO type aircraft scheduled for Delivery under the Agreement from [***] onwards, [***], and that such Aircraft will be manufactured in accordance with the A321 NEO ACF standard specification number E.000.02000NX Issue 1 dated 22nd April 2016, incorporated into the Agreement through the execution of amendment No.4 to the Agreement.

The parties agree to negotiate in good faith a revised schedule for the introduction of Baseline ACF, to be implemented by an amendment to the Agreement executed no later than August 9th, 2016. In the absence of any such 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

3    PROPULSION SYSTEMS

3.1    Clause 2.3.2 is deleted in its entirety and replaced with the following quoted texted:

QUOTE

Exhibit 10.6(d)
2.3.2
The A320 NEO Airframe will be equipped with either a set of two (2) (i) CFMI Leap-1A26 engines with an AET of 26,600 lbf or (ii) PW1127G-JM engines with an AET of 26,800 lbf (each, the “A320 NEO Propulsion System”).
UNQUOTE

3.2
                          New Clauses 2.3.4, 2.3.5 and 2.3.6 are inserted into the Agreement as set forth in
                          the following quoted text:
QUOTE
2.3.4
The A321 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP 1A32 engines with an AET of 32,100 lbf or (ii) PW1133G-JM engines with an AET of 32,700 lbf (each, the “A321 NEO Propulsion System”).
2.3.5    Intentionally Left Blank
2.3.6
The A319 NEO Airframe will be equipped with either a set of two (2) (i) CFM LEAP 1A24 engines with an AET of 24,400 lbf or (ii) PW1124G-JM engines with an AET of 24,500 lbf (each, the “A319 NEO Propulsion System”).
UNQUOTE

3.3    Clause 2.3.4 of the Agreement is renumbered to Clause 2.3.7.

3.4    Clause 2.3.8 is inserted into the Agreement as set forth in the following quoted text:
QUOTE
2.3.8
The A321 LR Airframe will be equipped with either a set of two (2) (i) CFM LEAP 1A33 engines with an AET of 32,900 lbf or (ii) PW1133G-JM engines with an AET of 32,700 lbf (each, the “A321 LR Propulsion System”).
UNQUOTE
3.5CFM has informed the Seller of its intention to change the original development engine designation of all LEAP-X1A Propulsion Systems to LEAP-1A, and IAE LLC has informed the Seller of its intention to change the original development engine designation of all PW1100G Propulsion Systems to PW1100G-JM.

Exhibit 10.6(d)
The Buyer hereby agrees and accepts that any reference to respectively LEAP-X1A Propulsion Systems or LEAP-1A Propulsion Systems shall be construed as references to the same engine types.

The Buyer hereby agrees and accepts that any reference to respectively PW1100G Propulsion Systems or PW1100G-JM Propulsion Systems shall be construed as references to the same engine types.

The Buyer hereby acknowledges that any and all claims, concerns or issues it may have in respect of the foregoing shall be addressed directly to CFM or IAE LLC as applicable, and the Seller hereby declines any and all responsibility with respect to any modifications to Propulsion System designations.

4    AIRFRAME BASE PRICES
4.1New Clauses 3.1.13 and 3.1.14 are added to the Agreement to read as follows in the quoted text:
QUOTE
3.1.13
The “Base Price of the A321 LR Airframe” is the sum of the following base prices:

(i)the base price of the A321 LR Airframe as defined in the A321 Standard Specification including nacelles and thrust reversers, the transatlantic package with [***] ACTs, [***] MTOW as per Clause 2.1.1 (vii) and excluding Buyer Furnished Equipment, which is:
USD $[***]
(US Dollars – [***]),
(ii)Intentionally left blank

(iii)the sum of the base prices of any and all SCNs set forth in Appendix 5 to this Letter Agreement No.3, which is:
USD $[***]


Exhibit 10.6(d)
(US Dollars – [***]), and
(iv)the base price of the Master Charge Engine, which is applicable if a CFM LEAP Propulsion System is selected, which is:
USD $[***]    (US Dollars – [***]).
3.1.14The A321 LR Airframe Base Price has been established in accordance with the average economic conditions prevailing in the A320 Family Base Period.
UNQUOTE

4.2    New Clauses 3.2.5, 3.2.6 and 3.2.7 are added to the Agreement to read as follows in the quoted text:

QUOTE

3.2.5    Intentionally Left Blank
3.2.6
(i)    the base price of a set of two (2) CFM LEAP 1A24 engines (the “CFM LEAP 1A24 Propulsion System” is
USD $[***]

(US Dollars – [***] thousand)

The Base Price of the CFM LEAP 1A24 Propulsion System has been established in accordance with the delivery conditions prevailing [***] and has been calculated from the applicable CFM Propulsion System Reference Price, as set forth in Part 2 of Exhibit C.

Notwithstanding the foregoing, the CFM Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.

(ii)
the base price of a set of two (2) CFM LEAP 1A32 engines (the “CFM LEAP 1A32 Propulsion System”) is
USD $[***]

(US Dollars – [***])


Exhibit 10.6(d)
The Base Price of the CFM LEAP 1A32 Propulsion System has been established in accordance with the delivery conditions prevailing [***] and has been calculated from the applicable CFM Propulsion System Reference Price, as set forth in Part 2 of Exhibit C.
(iii)
the base price of a set of two (2) CFM LEAP 1A33 engines (the “CFM LEAP 1A33 Propulsion System”) is
USD $[***]

(US Dollars – [***])

The Base Price of the CFM LEAP 1A33 Propulsion System has been established in accordance with the delivery conditions prevailing [***] and has been calculated from the applicable CFM Propulsion System Reference Price, as set forth in Part 2 of Exhibit C.

Notwithstanding the foregoing, the CFM Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.
3.2.7
(i)    the base price of a set of two (2) PW1124G-JM engines (the “PW1124G-JM Propulsion System”) is
USD $[***]

(US Dollars – [***])

The Base Price of the PW1124G-JM Propulsion System has been established in accordance with the delivery conditions prevailing [***] and has been calculated from the applicable IAE LLC Propulsion System Reference Price, as set forth in Part 4 of Exhibit C.

Notwithstanding the foregoing, the IAE LLC Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.
(ii)
the base price of a set of two (2) PW1133G-JM engines (the “PW1133G-JM Propulsion System”) is

USD $[***]

(US Dollars – [***])

The Base Price of the PW1133G-JM Propulsion System has been established in accordance with the delivery conditions prevailing [***] and has been calculated from the applicable IAE LLC Propulsion System Reference Price, as set forth in Part 4 of Exhibit C.


Exhibit 10.6(d)
Notwithstanding the foregoing, the IAE LLC Propulsion System Reference Price corresponds to the thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.

UNQUOTE

5    OTHER COMMERCIAL TERMS
5.1The Predelivery Payments for Backlog Aircraft (excluding Converted A321 Backlog Aircraft), is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.1 and 2 of Letter Agreement No. 2 to the Agreement.

5.2The Predelivery Payments for NEO Aircraft (excluding the Incremental A321 NEO Aircraft, Converted A321 NEO Aircraft, Additional A321 NEO Aircraft and A321 LR Aircraft) is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.2 and 2 of Letter Agreement No. 2 to the Agreement.

5.3The Predelivery Payments for Converted A321 Backlog Aircraft and Incremental A321 Aircraft, is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.3 and 2 of Letter Agreement No. 2 to the Agreement.

5.4The Predelivery Payments for Incremental A321 NEO Aircraft and Converted A321 NEO Aircraft is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.4 and 2 of Letter Agreement No. 2 to the Agreement.

5.5The Predelivery Payments for Additional A321 Aircraft is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.5 and 2 of Letter Agreement No. 2 to the Agreement.


Exhibit 10.6(d)
5.6The Predelivery Payments for Additional A321 NEO Aircraft is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.6 and 2 of Letter Agreement No. 2 to the Agreement.

5.7The Predelivery Payments for A321 LR Aircraft is as set forth in Clause 5.3 of the Agreement as modified by Paragraphs 1.7 and 2 of Letter Agreement No. 2 to the Agreement.
5.8    The purchase incentives applicable to the A319 NEO Aircraft are set forth in Paragraphs
4.1 through 4.3 Letter Agreement No. 1 to the Agreement.
5.9The purchase incentives applicable to the Additional A321 Aircraft are set forth in Paragraph 9 of Letter Agreement No. 1 to the Agreement.
5.10The purchase incentives applicable to the A321 NEO Aircraft are set forth in Paragraphs 6.1 through 6.3 of Letter Agreement No. 1 to the Agreement.

5.11The purchase incentives applicable to the Additional A321 NEO Aircraft are set forth in Paragraph 10 of Letter Agreement No. 1 to the Agreement.

5.12The purchase incentives applicable to the Converted A321 LR Aircraft are set forth in Paragraphs 11.1 through 11.4 of Letter Agreement No. 1 to the Agreement.

5.13The [***] applicable to the A319 NEO Aircraft, the A321 NEO Aircraft and A321 LR Aircraft is set forth in Paragraph 12 of Letter Agreement No. 1 to the Agreement.
6.    NEO AIRCRAFT AND [***]
6.1Notwithstanding the Delivery Schedule set forth in Clause 9.1 of the Agreement, [***].


Exhibit 10.6(d)
6.2If the Seller exercises its right pursuant to Paragraph 6.1 above, [***].

6.3Between [***] and [***], the [***].

6.4Predelivery Payments received for any NEO Aircraft [***] pursuant to Paragraphs 6.1 or 6.3 above, [***].
7.    [***]
8ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 8 will be void and of no force or effect.

9    CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.

10    COUNTERPARTS

This Letter Agreement 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.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.
Very truly yours,

AIRBUS S.A.S.


By: /s/ Christophe Mourey
Its: Senior Vice President Contracts

Exhibit 10.6(d)


Accepted and Agreed

JETBLUE AIRWAYS CORPORATION



By: /s/ Mark D. Powers
Its: Chief Financial Officer




Exhibit 10.6(d)
INTENTIONALLY LEFT BLANK






Exhibit 10.6(d)
INTENTIONALLY LEFT BLANK



APPENDIX 3


Appendix 3 to Letter Agreement No. 3
JETBLUE A321NEO CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A319-100N issue 1.0 dated 1 July 2014
A319 NEO Aircraft

LIST OF ADDITIONAL SCNS
  A320-200 NEO  
ATATITLE
SCN Budget
$[***]  
per aircraft
Estimated BFE Budget
$[***]  
per aircraft
Comments
[***][***][***]  
[***][***][***]  
[***][***][***] [***]
[***][***][***] [***]
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***][***] 
[***][***][***][***] 
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***] [***]
[***][***][***]  
[***][***][***]  
[***][***][***][***] 
[***][***][***]  

Exhibit 10.6(d)
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***][***] 
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***] [***]
[***][***][***]  
[***][***][***]  
[***][***][***][***] 
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***] [***]
[***][***][***] [***]
[***][***]   

TOTAL OF SCNS AND ESTIMATED FEE BUDGET - $[***] PER AIRCRAFT    [***]    [***]
(*) : The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA + 15C / sea level thrust divided by 0.8 (representative of sea level aircraft performance).
It may differ from the nominal thrust that will be eventually indicated by the engine manufacturer.




Exhibit 10.6(d)
Appendix 4 to Letter Agreement No. 3
JETBLUE A321NEO CUSTOMIZATION BUDGET PROPOSAL
Based on Standard Specification A321-200N issue 1.0 dated 23 December 2014

A321 NEO Aircraft

LIST OF ADDITIONAL SCNS
ATATITLE
SCN Budget
$[***]  
per aircraft
Estimated BFE Budget
$[***]  
per aircraft
Comments
[***][***][***]  
[***][***][***]  
[***][***][***] [***]
[***][***][***] [***]
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***][***] 
[***][***][***][***] 
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***] [***]
[***][***][***]  
[***][***][***]  
[***][***][***][***][***]
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  

Exhibit 10.6(d)
[***][***][***]  
[***][***][***][***] 
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***] [***]
[***][***][***]  
[***][***][***]  
[***][***][***][***] 
[***][***][***]  
[***][***][***]  
[***][***][***]  
[***][***][***] [***]
[***][***][***] [***]
[***][***][***]  

TOTAL OF SCNS AND ESTIMATED BFE BUDGET - $[***] PER AIRCRAFT
[***][***] 

(*) :The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea level aircraft performance).
It may differ from the nominal thrust that will be eventually indicated by the engine manufacturer.
(**) :
[***].

Exhibit 10.6(d)

A321 LR
Customization SCN budget
JETBLUE AIRWAYS CORPORATION
based on A321 – 200 NX Standard Specification 1.0 dated 22nd April 2016
 
EPA/TDUTitle
Estimated SCN budget Price (USD) per A/C [***]
Comments
[***]  
[***][***][***] 
[***][***][***] 
[***][***][***][***]
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***][***]
[***][***][***] 
[***][***][***] 
[***][***][***][***]
[***][***][***] 
[***]
[***][***][***] 
[***]
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 

Exhibit 10.6(d)
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***]  
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***]  
[***][***][***] 
[***][***][***][***]
[***][***][***] 
[***][***][***][***]
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***][***]
[***][***][***] 
[***][***][***][***]
[***][***][***][***]
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***]  
[***][***][***][***]

Exhibit 10.6(d)


[***]  
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***] 
[***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***][***]
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 

Exhibit 10.6(d)
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***]  
[***][***][***] 
[***]  
[***][***][***] 
[***][***][***] 
[***]  
[***][***][***] 
[***]  
[***][***][***] 
[***][***]  
[***][***][***] 
[***]  
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***]  
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 

Exhibit 10.6(d)
[***]  
[***][***][***][***]



[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***]  
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***]  
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***] 
  
[***][***][***] 
[***]  
[***][***][***][***]
[***]  
[***][***][***] 
[***][***][***] 
[***][***][***] 
[***]  
[***][***][***] 

Exhibit 10.6(d)
[***]  
[***][***][***] 
[***][***][***] 
[***]  
[***][***][***] 
[***]  
[***][***][***] 
    
 
TOTAL SCN budget per A/C – [***]
$[***]
 




Exhibit 10.6(d)
Attachment 4
to
Amendment No. 4

AMENDED AND RESTATED
LETTER AGREEMENT NO. 6



AMENDED AND RESTATED
LETTER AGREEMENT NO. 6

As of July 26, 2016

JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: SUPPORT MATTERS

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 4 dated as of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this amended and restated Letter Agreement No. 6 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into Amended and Restated Letter Agreement No. 6 to the Agreement dated as of October 25, 2013, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to incorporate relevant amendments to such Original Letter Agreement into a single document.

Exhibit 10.6(d)
NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:

1    WARRANTY PERIOD
Clause 12.1.3 of the Agreement is deleted in its entirety and replaced with the following language between QUOTE and UNQUOTE:
QUOTE
12.1.3
The warranties set forth in Clauses 12.1.1 and 12.1.2 will be limited to those defects that [***] (the “Warranty Period”).
UNQUOTE

2    REVISION SERVICE
2.1
For Backlog Aircraft (including Converted A321 Backlog Aircraft), Incremental A321 Aircraft and Additional Aircraft, Clause 14.5 of the Agreement is deleted in its entirety and replaced by Clause 14.5 below between QUOTE and UNQUOTE:
QUOTE
14.5Revision Service
For each Additional Aircraft firmly ordered under this Agreement, revision service for the Technical Data will be provided [***].
For each Incremental A321 Aircraft firmly ordered under this Agreement, revision service for the Technical Data will be provided [***].
For each Backlog Aircraft (including Converted A321 Backlog Aircraft) firmly ordered under this Agreement, revision service for the Technical Data will be provided [***].
Each of the above durations constitutes the “Revision Service Period” for such Aircraft.
[***]
Thereafter revision service will be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.
UNQUOTE
2.2
For NEO Aircraft (including [***] but excluding all Additional A321 NEO Aircraft) and Incremental A321 NEO Aircraft, Clause 14.5 of the Agreement is deleted in its entirety and replaced by Clause 14.5 below between QUOTE and UNQUOTE:
QUOTE

Exhibit 10.6(d)
14.5Revision Service
For each NEO Aircraft (excluding all Additional A321 NEO Aircraft) firmly ordered under this Agreement, revision service for the Technical Data will be provided [***] (also a “Revision Service Period” for such Aircraft).

Thereafter revision service will be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.

UNQUOTE

3    [***]

4    [***]

5    SELLER REPRESENTATIVES SERVICES

Appendix A to Clause 15 of the Agreement is deleted in its entirety and replaced with the following language between QUOTE and UNQUOTE:

QUOTE

SELLER REPRESENTATIVE ALLOCATION

The Seller Representative allocation provided to the Buyer pursuant to Clause 15.1 is defined hereunder.

1    The Seller will provide to the Buyer Seller Representative services at the Buyer's main     base or at other locations to be mutually agreed, for:
[***]
2
For the sake of clarification, such Seller Representatives’ services will include initial Aircraft Entry Into Service (“EIS”) assistance and sustaining support services.

3The number of the Seller Representatives assigned to the Buyer at any one time will be mutually agreed, but will at no time exceed three (3) Seller Representatives.
UNQUOTE

Exhibit 10.6(d)
6.[***]

7.ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 7 will be void and of no force or effect.

8.              CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.
9.COUNTERPARTS
This Letter Agreement 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.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,
AIRBUS S.A.S.


By: /s/ Christophe Mourey
Its: Senior Vice President Contracts

Accepted and Agreed

JETBLUE AIRWAYS CORPORATION



By: /s/ Mark D. Powers
Its: Chief Financial Officer

Exhibit 10.6(d)




Exhibit 10.6(d)
Attachment 5
to
Amendment No. 4
AMENDED AND RESTATED
LETTER AGREEMENT NO. 9





Exhibit 10.6(d)
LETTER AGREEMENT NO. 9

As of July 26, 2016

JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: [***]

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of October 25, 2013, Amendment No. 2 dated as of November 19, 2014 and Amendments No. 3 and No. 4 dated as of even date herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 9 (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

1.[***]

2    ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder 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 2 will be void and of no force or effect.

3    CONFIDENTIALITY

This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.

Exhibit 10.6(d)
4COUNTERPARTS
This Letter Agreement 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.


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

Very truly yours,

AIRBUS S.A.S.

By: /s/ Christophe Mourey
Its: Senior Vice President Contracts


Accepted and Agreed

JETBLUE AIRWAYS CORPORATION


By: /s/ Mark D. Powers
Its: Chief Financial Officer
Exhibit 10.6(e)
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. 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:

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


Exhibit 10.6(e)
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
1.1The 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:

CACiDAircraft Rank No.Original Delivery ScheduleRevised Delivery ScheduleAircraft Type
402 132179[***] 2018[***] 2019Converted A321 NEO Aircraft
402 133180[***] 2018[***] 2019Converted A321 NEO Aircraft
402 134181[***] 2018[***] 2019Converted A321 NEO Aircraft
10054100261[***] 2019[***] 2018Additional A321Aircraft
10054101262[***] 2019[***] 2018Additional A321Aircraft
10054102263[***] 2019[***] 2018Additional 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.

Exhibit 10.6(e)
1.2It 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.
1.3Without 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
3.1Clause 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
2.1.2.2CabinFlex 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

Exhibit 10.6(e)
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
4EFFECT 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.
5CONFIDENTIALITY
This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement.
6ASSIGNMENT
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.

Exhibit 10.6(e)
7COUNTERPARTS
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.

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





Exhibit 10.6(e)
APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

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

 CACiD
No.		Aircraft Rank No.TypeScheduled Delivery Month/QuarterScheduled Delivery Year
1159 908122Group 1 A320 Aircraft[***]2011
2159 942123Group 1 A320 Aircraft[***]2012
3159 943124Group 1 A320 Aircraft[***]2012
4159 950125Group 1 A320 Aircraft[***]2012
5159 951126Group 1 A320 Aircraft[***]2012
6159 923127Group 1 A320 Aircraft[***]2012
7159 924128Group 1 A320 Aircraft[***]2012
8159 925129Group 1 A320 Aircraft[***]2012
9159 939130A320 Backlog Aircraft[***]2013
10159 960131A320 Backlog Aircraft[***]2013
11159 961132A320 Backlog Aircraft[***]2013
12159 962133A321 Backlog Aircraft[***]2013
13159 963134A321 Backlog Aircraft[***]2013
14159 964135A321 Backlog Aircraft[***]2013
15159 965136A321 Backlog Aircraft[***]2013
16159 916137A321 Backlog Aircraft[***]2014
17159 940138A321 Backlog Aircraft[***]2014
18159 941139A321 Backlog Aircraft[***]2014
19159 944140A321 Backlog Aircraft[***]2014
20159 945141A321 Backlog Aircraft[***]2014
21159 946142A321 Backlog Aircraft[***]2014
22159 947143A321 Backlog Aircraft[***]2014
23159 948144A321 Backlog Aircraft[***]2014
24159 949145A321 Backlog Aircraft[***]2014

Exhibit 10.6(e)
25159 956146A321 Backlog Aircraft[***]2015
26159 957147A321 Backlog Aircraft[***]2015
27159 958148A321 Backlog Aircraft[***]2015
28159 959149A321 Backlog Aircraft[***]2015
29159 929150A321 Backlog Aircraft[***]2015
30159 930151A321 Backlog Aircraft[***]2015
31159 931152A321 Backlog Aircraft[***]2015
32159 932153A321 Backlog Aircraft[***]2015
33159 933154A321 Backlog Aircraft[***]2015
3410002716155Incremental A321 Aircraft[***]2015
35159 920156A321 Backlog Aircraft[***]2015
3610002752157Incremental A321 Aircraft[***]2015
37159 911158A321 Backlog Aircraft[***]2016
38159 912159A321 Backlog Aircraft[***]2016
39159 917160A321 Backlog Aircraft[***]2016
40159 918161A321 Backlog Aircraft[***]2016
41159 926162A321 Backlog Aircraft[***]2016
42159 927163A321 Backlog Aircraft[***]2016
43159 928164A321 Backlog Aircraft[***]2016
44159 952165A321 Backlog Aircraft[***]2016
45159 953166A321 Backlog Aircraft[***]2016
46159 934167A321 Backlog Aircraft[***]2016
47159 922168Converted A321 Backlog Aircraft[***]2017
48159 954169Converted A321 Backlog Aircraft[***]2017
49159 955170Converted A321 Backlog Aircraft[***]2017
50159 921171Converted A321 Backlog Aircraft[***]2017
51104 440172Converted A321 Backlog Aircraft[***]2017
52104 442173Converted A321 Backlog Aircraft[***]2017
5310054088249Additional A321 Aircraft[***]2017

Exhibit 10.6(e)
54159 909174Converted A321 Backlog Aircraft[***]2017
5510054089250Additional A321 Aircraft[***]2017
5610002770175Incremental A321 Aircraft[***]2017
5710054090251Additional A321 Aircraft[***]2017
5810002771176Incremental A321 Aircraft[***]2017
5910054091252Additional A321 Aircraft[***]2017
6010002772177Incremental A321 Aircraft[***]2017
6110054092253Additional A321 Aircraft[***]2017
62159 910178Converted A321 Backlog Aircraft[***]2018
6310054093254Additional A321 Aircraft[***]2018
6410054100261Additional A321 Aircraft[***]2018
6510054101262Additional A321 Aircraft[***]2018
6610054102263Additional A321 Aircraft[***]2018
67402 135182Converted A321 NEO Aircraft[***]2018
68402 136183Converted A321 NEO Aircraft[***]2018
6910002778184Incremental A321 NEO Aircraft[***]2018
7010054094255Additional A321 Aircraft[***]2018
7110054095256Additional A321 Aircraft[***]2018
7210054096257Additional A321 Aircraft[***]2018
73402 137185Converted A321 NEO Aircraft[***]2019
74402 138186Converted A321 NEO Aircraft[***]2019
7510054097258Additional A321 Aircraft[***]2019
7610054098259Additional A321 Aircraft[***]2019
7710054099260Additional A321 Aircraft[***]2019
78402 132179Converted A321 NEO Aircraft[***]2019
79402 133180Converted A321 NEO Aircraft[***]2019
80402 134181Converted A321 NEO Aircraft[***]2019
81402 141189Converted A321 NEO Aircraft[***]2019
8210002779190Incremental A321 NEO Aircraft[***]2019
8310002780191Incremental A321 NEO Aircraft[***]2019
84402 139187Converted A321 NEO Aircraft[***]2019
85402 140188Converted A321 NEO Aircraft[***]2019

Exhibit 10.6(e)
8610002782193Incremental A321 NEO Aircraft[***]2019
8710002783194Incremental A321 NEO Aircraft[***]2019
8810002784195Incremental A321 NEO Aircraft[***]2019
8910002781192Incremental A321 NEO Aircraft[***]2019
9010002785196Incremental A321 NEO Aircraft[***]2019
9110002786197Incremental A321 NEO Aircraft[***]2019
9210002787198Incremental A321 NEO Aircraft[***]2019
9310002788199Incremental A321 NEO Aircraft[***]2019
9410002756200A321 NEO Aircraft[***]2020
9510002760201A321 NEO Aircraft[***]2020
9610002764202A321 NEO Aircraft[***]2020
9710002789203Incremental A321 NEO Aircraft[***]2020
9810002790204Incremental A321 NEO Aircraft[***]2020
9910002791205Incremental A321 NEO Aircraft[***]2020
10010002792206Incremental A321 NEO Aircraft[***]2020
10110054124264Additional A321 NEO Aircraft[***]2020
10210009793207Incremental A321 NEO Aircraft[***]2020
10310002794208Incremental A321 NEO Aircraft[***]2020
104402 142209A320 NEO Aircraft[***]2020
105402 143210A320 NEO Aircraft[***]2020
10610054125265Additional A321 NEO Aircraft[***]2020
107402 144211A320 NEO Aircraft[***]2020
108402 145212A320 NEO Aircraft[***]2020
109402 146213A320 NEO Aircraft[***]2020
110402 147214A320 NEO Aircraft[***]2020
11110054126266Additional A321 NEO Aircraft[***]2020
112402 151215A320 NEO Aircraft[***]2021
113402 152216A320 NEO Aircraft[***]2021
114402 153217A320 NEO Aircraft[***]2021
115402 154218A320 NEO Aircraft[***]2021
11610054127267Additional A321 NEO Aircraft[***]2021
117402 155219A320 NEO Aircraft[***]2021
118402 156220A320 NEO Aircraft[***]2021
119402 157221A320 NEO Aircraft[***]2021

Exhibit 10.6(e)
120402 158222A320 NEO Aircraft[***]2021
12110054128268Additional A321 NEO Aircraft[***]2021
122402 159223A320 NEO Aircraft[***]2021
123402 160224A320 NEO Aircraft[***]2021
124402 161225A320 NEO Aircraft[***]2021
125402 162226A320 NEO Aircraft[***]2021
12610054129269Additional A321 NEO Aircraft[***]2021
127402 163227A320 NEO Aircraft[***]2021
128402 164228A320 NEO Aircraft[***]2021
129402 165229A320 NEO Aircraft[***]2021
130402 166230A320 NEO Aircraft[***]2021
13110054130270Additional A321 NEO Aircraft[***]2021
132402 148231A320 NEO Aircraft[***]2022
133402 149232A320 NEO Aircraft[***]2022
134402 150233A320 NEO Aircraft[***]2022
13510002765234A321 NEO Aircraft[***]2022
13610054131271Additional A321 NEO Aircraft[***]2022
13710002766235A321 NEO Aircraft[***]2022
13810002767236A321 NEO Aircraft[***]2022
13910002768237A321 NEO Aircraft[***]2022
14010002769238A321 NEO Aircraft[***]2022
14110054132272Additional A321 NEO Aircraft[***]2022
14210002773239A321 NEO Aircraft[***]2022
14310002774240A321 NEO Aircraft[***]2022
144402 127241A321 NEO Aircraft[***]2022
145402 128242A321 NEO Aircraft[***]2022
146 10054133273Additional A321 NEO Aircraft[***]2022
147402 129243A321 NEO Aircraft[***]2022
148402 130244A321 NEO Aircraft[***]2022
149402 131245A321 NEO Aircraft[***]2022
15010002775246Incremental A321 NEO Aircraft[***]2022
151 10054134274Additional A321 NEO Aircraft[***]2022
15210002776247Incremental A321 NEO Aircraft[***]2023
153 10054135275Additional A321 NEO Aircraft[***]2023
154 10054136276Additional A321 NEO Aircraft[***]2023
15510002777248Incremental A321 NEO Aircraft[***]2023

Exhibit 10.6(e)
156 10054137277Additional A321 NEO Aircraft[***]2023
157 10054138278Additional A321 NEO Aircraft[***]2023
Exhibit 10.6(f)
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. 6

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. 6 (hereinafter referred to as the “Amendment”) is entered into as of April 11th, 2017 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 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:

1     DEFINITIONS
1.1Clause 0 to the Agreement is amended to either modify or add the following defined terms between the words “QUOTE” and “UNQUOTE”:

QUOTE

PW1127G-JM Propulsion System – replaces the term “PW 1127G Propulsion Systems” defined in Clause 3.2.3 of the Agreement.

Exhibit 10.6(f)

CFM LEAP 1A26 Propulsion System – replaces the term “CFM LEAP X-1A26 Propulsion System” defined in Clause 3.2.2 of the Agreement.

CFM Propulsion System – the CFM 56-5B3/3 Propulsion System as set out in Clause 3.2.5 of the Agreement.

CFM Propulsion Systems Reference Price (CEO) – as defined in Part 5 of Exhibit C to the Agreement.

Propulsion System – the CFM LEAP 1A24 Propulsion System, the CFM LEAP 1A26 Propulsion System, the CFM LEAP 1A32 Propulsion System, the CFM LEAP 1A33 Propulsion System, the IAE V2527-A5 Propulsion Systems, the IAE V2533-A5 Propulsion Systems, the CFM 56-5B3/3 Propulsion System, the PW1124G-JM Propulsion System, the PW1127G-JM Propulsion System and the PW1133G-JM Propulsion System, as applicable.

Scheduled Delivery Period – for each Aircraft, the Scheduled Delivery Year, Scheduled Delivery Quarter or Scheduled Delivery Month of such Aircraft, as applicable.

UNQUOTE

2    INTENTIONALLY LEFT BLANK
3    INTENTIONALLY LEFT BLANK
4    INTENTIONALLY LEFT BLANK
5    DELIVERY
5.1The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402135 is hereby amended from [***] 2018 to [***] 2019.

5.2The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402136 is hereby amended from [***] 2018 to [***] 2019.

5.3The Scheduled Delivery Period for the Incremental A321 NEO Aircraft bearing CACiD number 10002778 is hereby amended from [***] 2018 to [***] 2019.

5.4The Scheduled Delivery Period for the Additional A321 Aircraft bearing CACiD number 10054097 is hereby amended from [***] 2019 to [***] 2018.


Exhibit 10.6(f)
5.5The Scheduled Delivery Period for the Additional A321 Aircraft bearing CACiD number 10054098 is hereby amended from [***] 2019 to [***] 2018.

5.6The Scheduled Delivery Period for the Additional A321 Aircraft bearing CACiD number 10054099 is hereby amended from [***] 2019 to [***] 2018.

5.7The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402138 is hereby amended from [***] 2019 to [***] 2023.

5.8The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402133 is hereby amended from [***] 2019 to [***] 2023.

5.9The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402139 is hereby amended from [***] 2019 to [***] 2023.

5.10
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.

5.11It 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 5.1 to 5.10 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.


Exhibit 10.6(f)
5.12The Buyer shall enter into discussions directly with the relevant Propulsion System manufacturer to amend the relevant propulsion systems agreement(s) in order to reflect the rescheduling set out in Clauses 5.1 to 5.10 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 5.12 unless such costs, losses, expenses, additional obligations, penalties, damages or liabilities are a result of the Seller’s gross negligence or willful misconduct.

6     INTENTIONALLY LEFT BLANK

7     OTHER AMENDMENTS
7.1Letter Agreement No. 5H (A321 Aircraft Performance Guarantee – (CFM 56-5B3/3 engines)), as appended to Appendix 3 to this Amendment, shall be incorporated into and deemed an integral part of Letter Agreement No. 5 to the Agreement.

7.2Clause 22.2 of the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

22.2    Notices

22.2.1 All notices and requests required or authorized hereunder will be given in writing either by personal delivery to an authorized officer of the party to whom the same is given or by commercial courier, certified air mail (return receipt requested) or facsimile at the addresses and numbers set forth below. The date on which any such notice or request is so personally delivered, or if such notice or request is given by commercial courier, certified air mail or facsimile, the date on which sent, will be deemed to be the effective date of such notice or request.

The Seller will be addressed at:

Airbus S.A.S.
Attention: Senior Vice President Contracts
1, Rond Point Maurice Bellonte
31707 Blagnac Cedex,
France

Exhibit 10.6(f)

The Buyer will be addressed at:

JetBlue Airways Corporation
Attention: Executive Vice President and General Counsel
27-01 Queens Plaza North
Long Island City,
New York 11101
United States of America
Fax: +1-718-709-3631

From time to time, the party receiving the notice or request may designate another address or another person.

22.2.2 Notwithstanding the foregoing, the Seller and the Buyer agree that the following notices may alternatively be given to the Buyer in writing, by way of an email (in lieu of a physical copy) sent to the Buyer:
(a)notice of the date when the Technical Acceptance Process of the Aircraft will commence, as provided for under Clause 8.1.2 of the Agreement, and

(b)notice of the Scheduled Delivery Quarter and Scheduled Delivery Month of the Aircraft, as applicable, as provided for under Clauses 9.1.1 and 9.1.2 of the Agreement, and

(c)notice of the anticipated week on which the Aircraft will be Ready for Delivery, as provided for under Clause 9.1.3 of the Agreement, and

(d)notice of the anticipated date on which the Aircraft will be Ready for Delivery, as provided for under Clause 9.1.4 of the Agreement;

each such notice being individually and collectively referred to as the “Aircraft Notice”.

Aircraft Notice(s) may be sent to the Buyer by email, to the following addressees, at the following email addresses:


Exhibit 10.6(f)
•
Steve Priest, Executive Vice President and Chief Financial Officer, steve.priest@jetblue.com;

•
Ursula Hurley, Director Assistant Treasurer, ursula.hurley@jetblue.com;

•
Dora Habachy, Corporate and Compliance Counsel, dora.habachy@jetblue.com;

•
Adam Schless, Director Aircraft Trans. & International Counsel, adam.schless@jetblue.com;

•
Mahendra Patel, Technical Support Manager, mahendra.patel@jetblue.com;

•
Robert Kircher, Airbus Fleet Captain, robert.kircher@jetblue.com; and

•

From time to time, the Buyer may modify the above list by sending notice of such changes to the Seller in writing, including by email.

The date on which the Seller sends an Aircraft Notice by email to the Buyer shall be deemed to be the date of such Aircraft Notice and shall be taken into consideration for the purposes of the Seller’s notification obligations under Clauses 8.1.2, 9.1.1, 9.1.2, 9.1.3 and 9.1.4 of the Agreement.

The Buyer shall promptly confirm receipt of such Aircraft Notice by return email to the sender. Buyer’s failure to acknowledge receipt of an Aircraft Notice shall in no event impact the validity or sufficiency of such email notification, and by sending an Aircraft Notice to the Buyer by email as provided for hereabove, the Seller shall be deemed to have satisfied in full its obligations under the Agreement.

Should the Seller receive an automatic delivery failure email from more than three (3) of the above listed addressees when sending an Aircraft Notice by email to the Buyer as provided for under

Exhibit 10.6(f)
Clause 22.2.2, the Seller shall send such Aircraft Notice by personal delivery, commercial courier, certified air mail or facsimile as provided for in Clause 22.2.1 above.

UNQUOTE

7.3    The second paragraph of Clause 5.3.5 of the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

[***]

UNQUOTE

8     OTHER COMMERCIAL TERMS
8.1Any and all Predelivery Payments [***] described in Clauses 5.1 to 5.9 herein [***].

8.2Clauses 8.6 and 8.7 of Amendment No. 4 to the Agreement are deleted in their entirety and replaced with the following quoted text:

QUOTE

8.6[***]

8.7[***]

UNQUOTE

8.3Notwithstanding Clause 2.3 of the Agreement, the Additional A321 Airframe shall be equipped with either a set of two (2) IAE V2533-A5 engines or a set of two (2) CFM 56-5B3/3 engines, as further specified in this Clause 8.


Exhibit 10.6(f)
8.4The provision between the words “QUOTE” and “UNQUOTE” below shall be added at the end of Clause 3.2 of the Agreement:

QUOTE

3.2.5
The base price of a set of two (2) CFM 56-5B3/3 engines (the “CFM 56-5B3/3 Propulsion System”) is:

USD $[***]

(US Dollars – [***])

The Base Price of the CFM 56-5B3/3 Propulsion System has been established in accordance with the delivery conditions prevailing in [***] and has been calculated from the CFM Propulsion Systems Reference Price (CEO), as set forth in Part 5 of Exhibit C to the Agreement.

UNQUOTE

8.5Clause 8.9 of Amendment No. 4 to the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

8.9.1The Buyer hereby irrevocably selects IAE V2533-A5 engines as the Propulsion System for all Additional A321 Aircraft delivering until [***].

8.9.2The Buyer shall select the Propulsion System for all Additional A321 Aircraft delivering from (and including) [***], no later than [***].

The selection of CFM 56-5B3/3 Propulsion System by the Buyer for any applicable Additional A321 Aircraft is subject to prior execution of the corresponding CFM performance guarantee as attached in Appendix 3 to this Amendment (A321 Aircraft Performance Guarantee – (CFM 56-5B3/3 engines)).

UNQUOTE


Exhibit 10.6(f)
8.6Part 5 of Exhibit C (CFM International Price Revision Formula (CEO)), as appended to Appendix 2 to this Amendment, shall be incorporated into and deemed an integral part of Exhibit C to the Agreement.

8.7[***].

8.8With respect to the certification of [***] seat with [***] IFE combination on jetBlue A320 Family aircraft, subject to (a) the Buyer [***], and (b) the Buyer [***], the Seller hereby confirms that:

(i)The Seller shall [***], and

(ii)The Seller shall [***].

9EFFECT 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.


Exhibit 10.6(f)
10CONFIDENTIALITY

This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement.

11ASSIGNMENT

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 11 will be void and of no force or effect.

12COUNTERPARTS

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.

13INTERPRETATION 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


Exhibit 10.6(f)




Exhibit 10.6(f)
APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1









Appendix 1
to
Amendment No. 6



Amended and Restated
Schedule 1















Exhibit 10.6(f)
 CACiD
No.		Aircraft Rank No.TypeScheduled Delivery Month/QuarterScheduled Delivery Year
1159 908122Group 1 A320 Aircraft[***]2011
2159 942123Group 1 A320 Aircraft[***]2012
3159 943124Group 1 A320 Aircraft[***]2012
4159 950125Group 1 A320 Aircraft[***]2012
5159 951126Group 1 A320 Aircraft[***]2012
6159 923127Group 1 A320 Aircraft[***]2012
7159 924128Group 1 A320 Aircraft[***]2012
8159 925129Group 1 A320 Aircraft[***]2012
9159 939130A320 Backlog Aircraft[***]2013
10159 960131A320 Backlog Aircraft[***]2013
11159 961132A320 Backlog Aircraft[***]2013
12159 962133A321 Backlog Aircraft[***]2013
13159 963134A321 Backlog Aircraft[***]2013
14159 964135A321 Backlog Aircraft[***]2013
15159 965136A321 Backlog Aircraft[***]2013
16159 916137A321 Backlog Aircraft[***]2014
17159 940138A321 Backlog Aircraft[***]2014
18159 941139A321 Backlog Aircraft[***]2014
19159 944140A321 Backlog Aircraft[***]2014
20159 945141A321 Backlog Aircraft[***]2014
21159 946142A321 Backlog Aircraft[***]2014
22159 947143A321 Backlog Aircraft[***]2014
23159 948144A321 Backlog Aircraft[***]2014
24159 949145A321 Backlog Aircraft[***]2014
25159 956146A321 Backlog Aircraft[***]2015
26159 957147A321 Backlog Aircraft[***]2015
27159 958148A321 Backlog Aircraft[***]2015
28159 959149A321 Backlog Aircraft[***]2015
29159 929150A321 Backlog Aircraft[***]2015
30159 930151A321 Backlog Aircraft[***]2015
31159 931152A321 Backlog Aircraft[***]2015

Exhibit 10.6(f)
32159 932153A321 Backlog Aircraft[***]2015
33159 933154A321 Backlog Aircraft[***]2015
3410002716155Incremental A321 Aircraft[***]2015
35159 920156A321 Backlog Aircraft[***]2015
3610002752157Incremental A321 Aircraft[***]2015


 CACiD
No.		Aircraft Rank No.TypeScheduled Delivery Month/QuarterScheduled Delivery Year
37159 911158A321 Backlog Aircraft[***]2016
38159 912159A321 Backlog Aircraft[***]2016
39159 917160A321 Backlog Aircraft[***]2016
40159 918161A321 Backlog Aircraft[***]2016
41159 926162A321 Backlog Aircraft[***]2016
42159 927163A321 Backlog Aircraft[***]2016
43159 928164A321 Backlog Aircraft[***]2016
44159 952165A321 Backlog Aircraft[***]2016
45159 953166A321 Backlog Aircraft[***]2016
46159 934167A321 Backlog Aircraft[***]2016
47159 922168Converted A321 Backlog Aircraft[***]2017
48159 954169Converted A321 Backlog Aircraft[***]2017
49159 955170Converted A321 Backlog Aircraft[***]2017
50159 921171Converted A321 Backlog Aircraft[***]2017
51104 440172Converted A321 Backlog Aircraft[***]2017
52104 442173Converted A321 Backlog Aircraft[***]2017
5310054088249Additional A321 Aircraft[***]2017
54159 909174Converted A321 Backlog Aircraft[***]2017
5510054089250Additional A321 Aircraft[***]2017
5610002770175Incremental A321 Aircraft[***]2017

Exhibit 10.6(f)
5710054090251Additional A321 Aircraft[***]2017
5810002771176Incremental A321 Aircraft[***]2017
5910054091252Additional A321 Aircraft[***]2017
6010002772177Incremental A321 Aircraft[***]2017
6110054092253Additional A321 Aircraft[***]2017
62159 910178Converted A321 Backlog Aircraft[***]2018
6310054093254Additional A321 Aircraft[***]2018
6410054100261Additional A321 Aircraft[***]2018
6510054101262Additional A321 Aircraft[***]2018
6610054102263Additional A321 Aircraft[***]2018
6710054097258Additional A321 Aircraft[***]2018
6810054098259Additional A321 Aircraft[***]2018
6910054094255Additional A321 Aircraft[***]2018
7010054099260Additional A321 Aircraft[***]2018
7110054095256Additional A321 Aircraft[***]2018
7210054096257Additional A321 Aircraft[***]2018


 CACiD
No.		Aircraft Rank No.TypeScheduled Delivery Month/QuarterScheduled Delivery Year
73402 132179Converted A321 NEO Aircraft[***]2019
7410002778184Incremental A321 NEO Aircraft[***]2019
75402 137185Converted A321 NEO Aircraft[***]2019
76402 135182Converted A321 NEO Aircraft[***]2019
77402 136183Converted A321 NEO Aircraft[***]2019
7810002779190Incremental A321 NEO Aircraft[***]2019
7910002780191Incremental A321 NEO Aircraft[***]2019
80402 134181Converted A321 NEO Aircraft[***]2019
81402 141189Converted A321 NEO Aircraft[***]2019
82402 140188Converted A321 NEO Aircraft[***]2019
8310002782193Incremental A321 NEO Aircraft[***]2019
8410002783194Incremental A321 NEO Aircraft[***]2019

Exhibit 10.6(f)
8510002784195Incremental A321 NEO Aircraft[***]2019
8610002781192Incremental A321 NEO Aircraft[***]2019
8710002785196Incremental A321 NEO Aircraft[***]2019
8810002786197Incremental A321 NEO Aircraft[***]2019
8910002787198Incremental A321 NEO Aircraft[***]2019
9010002788199Incremental A321 NEO Aircraft[***]2019
9110002756200A321 NEO Aircraft[***]2020
9210002760201A321 NEO Aircraft[***]2020
9310002764202A321 NEO Aircraft[***]2020
9410002789203Incremental A321 NEO Aircraft[***]2020
9510002790204Incremental A321 NEO Aircraft[***]2020
9610002791205Incremental A321 NEO Aircraft[***]2020
9710002792206Incremental A321 NEO Aircraft[***]2020
9810054124264Additional A321 NEO Aircraft[***]2020
9910009793207Incremental A321 NEO Aircraft[***]2020
10010002794208Incremental A321 NEO Aircraft[***]2020
101402 142209A320 NEO Aircraft[***]2020
102402 143210A320 NEO Aircraft[***]2020
10310054125265Additional A321 NEO Aircraft[***]2020
104402 144211A320 NEO Aircraft[***]2020
105402 145212A320 NEO Aircraft[***]2020
106402 146213A320 NEO Aircraft[***]2020
107402 147214A320 NEO Aircraft[***]2020
10810054126266Additional A321 NEO Aircraft[***]2020

 CACiD
No.		Aircraft Rank No.TypeScheduled Delivery Month/QuarterScheduled Delivery Year
109402 151215A320 NEO Aircraft[***]2021
110402 152216A320 NEO Aircraft[***]2021
111402 153217A320 NEO Aircraft[***]2021
112402 154218A320 NEO Aircraft[***]2021
11310054127267Additional A321 NEO Aircraft[***]2021
114402 155219A320 NEO Aircraft[***]2021

Exhibit 10.6(f)
115402 156220A320 NEO Aircraft[***]2021
116402 157221A320 NEO Aircraft[***]2021
117402 158222A320 NEO Aircraft[***]2021
11810054128268Additional A321 NEO Aircraft[***]2021
119402 159223A320 NEO Aircraft[***]2021
120402 160224A320 NEO Aircraft[***]2021
121402 161225A320 NEO Aircraft[***]2021
122402 162226A320 NEO Aircraft[***]2021
12310054129269Additional A321 NEO Aircraft[***]2021
124402 163227A320 NEO Aircraft[***]2021
125402 164228A320 NEO Aircraft[***]2021
126402 165229A320 NEO Aircraft[***]2021
127402 166230A320 NEO Aircraft[***]2021
12810054130270Additional A321 NEO Aircraft[***]2021
129402 148231A320 NEO Aircraft[***]2022
130402 149232A320 NEO Aircraft[***]2022
131402 150233A320 NEO Aircraft[***]2022
13210002765234A321 NEO Aircraft[***]2022
13310054131271Additional A321 NEO Aircraft[***]2022
13410002766235A321 NEO Aircraft[***]2022
13510002767236A321 NEO Aircraft[***]2022
13610002768237A321 NEO Aircraft[***]2022
13710002769238A321 NEO Aircraft[***]2022
13810054132272Additional A321 NEO Aircraft[***]2022
13910002773239A321 NEO Aircraft[***]2022
14010002774240A321 NEO Aircraft[***]2022
141402 127241A321 NEO Aircraft[***]2022
142402 128242A321 NEO Aircraft[***]2022
14310054133273Additional A321 NEO Aircraft[***]2022
144402 129243A321 NEO Aircraft[***]2022

 CACiD
No.		Aircraft Rank No.TypeScheduled Delivery Month/QuarterScheduled Delivery Year

Exhibit 10.6(f)
145402 130244A321 NEO Aircraft[***]2022
146402 131245A321 NEO Aircraft[***]2022
14710002775246Incremental A321 NEO Aircraft[***]2022
14810054134274Additional A321 NEO Aircraft[***]2022
14910002776247Incremental A321 NEO Aircraft[***]2023
15010054135275Additional A321 NEO Aircraft[***]2023
151402 138186Converted A321 NEO Aircraft[***]2023
15210054136276Additional A321 NEO Aircraft[***]2023
153402 133180Converted A321 NEO Aircraft[***]2023
15410002777248Incremental A321 NEO Aircraft[***]2023
15510054137277Additional A321 NEO Aircraft[***]2023
15610054138278Additional A321 NEO Aircraft[***]2023
157402 139187Converted A321 NEO Aircraft[***]2023





Exhibit 10.6(f)
APPENDIX 2

PART 5 TO EXHIBIT C

Appendix 2
to
Amendment No. 6



Part 5 to Exhibit C to the Agreement

CFM INTERNATIONAL
PRICE REVISION FORMULA (CEO)






Exhibit 10.6(f)
APPENDIX 3

LETTER AGREEMENT NO. 5H

Appendix 3
to
Amendment No. 6



A321 AIRCRAFT PERFORMANCE GUARANTEE –
(CFM 56-5B3/3 ENGINES)

PART 5CFM INTERNATIONAL PRICE REVISION FORMULA (CEO)
(APPLICABLE TO ENGINES ON ADDITIONAL A321 AIRCRAFT AS RELEVANT)

5.1

Propulsion Systems Reference Price

The “Reference Price” for a set of two (2)

CFM INTERNATIONAL CFM 56-5B3/3 engines is US$ [***] (US dollars – [***]).

This Reference Price is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics and in accordance with the provisions of Clauses 5.4 and 5.5 of this Exhibit C.

5.2REFERENCE PERIOD

The above Reference Price has been established in accordance with the economical conditions prevailing for a theoretical delivery in [***] as defined by CFM INTERNATIONAL by the Reference Composite Price Index (CPIb) of [***].

1.5.3    INDEXES
Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter referred to as “ECI336411W”, quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS”, and found in Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and

Exhibit 10.6(f)
occupational group”, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS code 336411, base month and year December 2005 = 100, hereinafter mutiplied by [***] and rounded to the first decimal place.)

The quarterly value released for a certain month (March, June, September and December) shall be the one deemed to apply for the two preceding months.
    
Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I.

Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI Detailed Report” (found in Table 9. “Producer price indexes and percent changes for commodity and service groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100).

Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15

2.

5.4    REVISION FORMULA
[***]

[***]

[***]

[***]

[***]
[***]

[***]

[***]

[***]

[***]

[***]
3.5.5    GENERAL PROVISIONS
5.5.1Roundings


Exhibit 10.6(f)
(i)The Material index average ([***]) shall be rounded to the nearest second decimal place and the labor index average ([***]) shall be rounded to the nearest first decimal place.

(ii)CPIn shall be rounded to the nearest second decimal place.

(iii)The final factor ([***]) shall be rounded to the nearest third decimal place.

If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next higher figure.
    
After final computation, [***] shall be rounded to the nearest whole number (0.5 rounds to 1).

5.5.2Final Index Values

The revised Reference Price at the date of Aircraft Delivery shall not be subject to any further adjustments in the indexes.

5.5.3Interruption of Index Publication

If the US Department of Labor substantially revises the methodology of calculation or discontinues any to these indexes referred to hereabove, the Seller shall reflect the substitute for the revised or discontinued index selected by CFM INTERNATIONAL, such substitute index to lead in application to the same adjustment result, insofar as possible, as would have been achieved by continuing the use of the original index as it may have fluctuated had it not been revised or discontinued.

Appropriate revision of the formula shall be made to accomplish this result.

5.5.4Annulment of Formula

Exhibit 10.6(f)

Should the above escalation provisions become null and void by action of the US Government, the Reference Price shall be adjusted due to increases in the costs of labor and material which have occurred from the period represented by the applicable Reference Composite Price Index to the twelfth (12th) month prior to the month of Aircraft Delivery.

5.5.5Limitations

Should the ratio [***].



Exhibit 10.6(f)
LETTER AGREEMENT NO. 5H

As of April 11th, 2017

JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Re: A321 AIRCRAFT PERFORMANCE GUARANTEE – (CFM56-5B3/3 ENGINES)

Dear Ladies and Gentlemen,

JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, including without limitation by Amendment No. 1 dated as of October 25, 2013, Amendment No. 2 dated as of November 19, 2014, Amendments No. 3 and No. 4 dated as of July 26, 2016, Amendment No. 5 dated as of August 9, 2016 and Amendment No. 6 dated as of even date herewith) (the “Agreement”), which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5H (this “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

1    AIRCRAFT CONFIGURATION

The guarantees defined below (the “Guarantees”) are applicable to the A321-200 Aircraft as described in the Standard Specification reference E 000 02000 Issue 5 dated 20th June 2011 amended by Specification Change Notices (SCNs) for:

i)    installation of Sharklets

ii)    installation of CFM International CFM56-5B3/3 engines

iii)    the following design weights:

Maximum Take-Off Weight (MTOW)    [***] kg ([***] lb)
Maximum Landing Weight (MLW)    [***] kg ([***] lb)
Maximum Zero Fuel Weight (MZFW)    [***] kg ([***] lb)

iv)    [***]

Exhibit 10.6(f)

hereinafter referred to as the “Specification” without taking into account any further changes thereto as provided in the Agreement.

2    [***]

3    [***]

4    [***]

5    [***]

6    [***]

7    [***]

8    [***]

9    UNDERTAKING REMEDIES

Should an Aircraft fail to meet the Guarantees specified in this Letter Agreement, the Seller shall use its reasonable endeavours to correct the deficiency to comply with the subject guarantee.

[***]

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

AIRBUS S.A.S


By: /s/ Christophe Mourey

Title: Senior Vice President


JETBLUE AIRWAYS CORPORATION

        
By: /s/ Steve Priest

Title: Chief Financial Officer
Exhibit 10.6(g)
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. 7

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. 7 (hereinafter referred to as the “Amendment”) is entered into as of April 25th, 2017 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 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:

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.

1    DELIVERY
1.1The Scheduled Delivery Period for the Incremental A321 NEO Aircraft bearing CACiD number 10002778 is hereby amended from [***] 2019 to [***] 2023.

Exhibit 10.6(g)

1.2The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402132 is hereby amended from [***] 2019 to [***] 2023.

1.3The Scheduled Delivery Period for the Incremental A321 NEO Aircraft bearing CACiD number 10002779 is hereby amended from [***] 2019 to [***] 2023.

1.4The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402140 is hereby amended from [***] 2019 to [***] 2023.

1.5The Scheduled Delivery Period for the Incremental A321 NEO Aircraft bearing CACiD number 10002785 is hereby amended from [***] 2019 to [***] 2023.

1.6The Scheduled Delivery Period for the Incremental A321 NEO Aircraft bearing CACiD number 10002789 is hereby amended from [***] 2020 to [***] 2024.

1.7The Scheduled Delivery Period for the Incremental A321 NEO Aircraft bearing CACiD number 10002790 is hereby amended from [***] 2020 to [***] 2024.

1.8The Scheduled Delivery Period for the Incremental A321 NEO Aircraft bearing CACiD number 10002791 is hereby amended from [***] 2020 to [***] 2024.

1.9The Scheduled Delivery Period for the Incremental A321 NEO Aircraft bearing CACiD number 10002793 is hereby amended from [***] 2020 to [***] 2024.

1.10The Scheduled Delivery Period for the Incremental A321 NEO Aircraft bearing CACiD number 10002794 is hereby amended from [***] 2020 to [***] 2024.

Exhibit 10.6(g)

1.11
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.

1.12It 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 1.11 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.

1.13The Buyer shall enter into discussions directly with the relevant Propulsion System manufacturer to amend the relevant propulsion systems agreement(s) in order to reflect the rescheduling set out in Clauses 1.1 to 1.11 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 1.13 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
2.1Any and all Predelivery Payments that the Buyer has paid to the Seller and which would no longer be due as a result of the rescheduling described in Clauses 1.1 to 1.10 herein [***].

2.2Clauses 8.6 and 8.7 of Amendment No. 4 to the Agreement are deleted in their entirety and replaced with the following quoted text:

QUOTE


Exhibit 10.6(g)
8.6[***]

8.7[***]

UNQUOTE

3EFFECT 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.

4CONFIDENTIALITY


This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement.

5ASSIGNMENT


Exhibit 10.6(g)
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.

6COUNTERPARTS

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.

7INTERPRETATION 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









Exhibit 10.6(g)
APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

Appendix 1
to
Amendment No. 7


Amended and Restated
Schedule 1




Exhibit 10.6(g)
AMENDED AND RESTATED SCHEDULE 1
 CACiD
No.		Aircraft Rank No.TypeScheduled Delivery Month/QuarterScheduled Delivery Year
1159 908122Group 1 A320 Aircraft[***]2011
2159 942123Group 1 A320 Aircraft[***]2012
3159 943124Group 1 A320 Aircraft[***]2012
4159 950125Group 1 A320 Aircraft[***]2012
5159 951126Group 1 A320 Aircraft[***]2012
6159 923127Group 1 A320 Aircraft[***]2012
7159 924128Group 1 A320 Aircraft[***]2012
8159 925129Group 1 A320 Aircraft[***]2012
9159 939130A320 Backlog Aircraft[***]2013
10159 960131A320 Backlog Aircraft[***]2013
11159 961132A320 Backlog Aircraft[***]2013
12159 962133A321 Backlog Aircraft[***]2013
13159 963134A321 Backlog Aircraft[***]2013
14159 964135A321 Backlog Aircraft[***]2013
15159 965136A321 Backlog Aircraft[***]2013
16159 916137A321 Backlog Aircraft[***]2014
17159 940138A321 Backlog Aircraft[***]2014
18159 941139A321 Backlog Aircraft[***]2014
19159 944140A321 Backlog Aircraft[***]2014
20159 945141A321 Backlog Aircraft[***]2014
21159 946142A321 Backlog Aircraft[***]2014
22159 947143A321 Backlog Aircraft[***]2014
23159 948144A321 Backlog Aircraft[***]2014
24159 949145A321 Backlog Aircraft[***]2014
25159 956146A321 Backlog Aircraft[***]2015
26159 957147A321 Backlog Aircraft[***]2015
27159 958148A321 Backlog Aircraft[***]2015
28159 959149A321 Backlog Aircraft[***]2015
29159 929150A321 Backlog Aircraft[***]2015
30159 930151A321 Backlog Aircraft[***]2015

Exhibit 10.6(g)
31159 931152A321 Backlog Aircraft[***]2015
32159 932153A321 Backlog Aircraft[***]2015
33159 933154A321 Backlog Aircraft[***]2015
3410002716155Incremental A321 Aircraft[***]2015
35159 920156A321 Backlog Aircraft[***]2015
3610002752157Incremental A321 Aircraft[***]2015
37159 911158A321 Backlog Aircraft[***]2016
38159 912159A321 Backlog Aircraft[***]2016
39159 917160A321 Backlog Aircraft[***]2016
40159 918161A321 Backlog Aircraft[***]2016
41159 926162A321 Backlog Aircraft[***]2016
42159 927163A321 Backlog Aircraft[***]2016
43159 928164A321 Backlog Aircraft[***]2016
44159 952165A321 Backlog Aircraft[***]2016
45159 953166A321 Backlog Aircraft[***]2016
46159 934167A321 Backlog Aircraft[***]2016
47159 922168Converted A321 Backlog Aircraft[***]2017
48159 954169Converted A321 Backlog Aircraft[***]2017
49159 955170Converted A321 Backlog Aircraft[***]2017
50159 921171Converted A321 Backlog Aircraft[***]2017
51104 440172Converted A321 Backlog Aircraft[***]2017
52104 442173Converted A321 Backlog Aircraft[***]2017
5310054088249Additional A321 Aircraft[***]2017
54159 909174Converted A321 Backlog Aircraft[***]2017
5510054089250Additional A321 Aircraft[***]2017
5610002770175Incremental A321 Aircraft[***]2017
5710054090251Additional A321 Aircraft[***]2017
5810002771176Incremental A321 Aircraft[***]2017
5910054091252Additional A321 Aircraft[***]2017
6010002772177Incremental A321 Aircraft[***]2017
6110054092253Additional A321 Aircraft[***]2017
62159 910178Converted A321 Backlog Aircraft[***]2018
6310054093254Additional A321 Aircraft[***]2018
6410054100261Additional A321 Aircraft[***]2018

Exhibit 10.6(g)
6510054101262Additional A321 Aircraft[***]2018
6610054102263Additional A321 Aircraft[***]2018
6710054097258Additional A321 Aircraft[***]2018
6810054098259Additional A321 Aircraft[***]2018
6910054094255Additional A321 Aircraft[***]2018
7010054099260Additional A321 Aircraft[***]2018
7110054095256Additional A321 Aircraft[***]2018
7210054096257Additional A321 Aircraft[***]2018
73402 137185Converted A321 NEO Aircraft[***]2019
74402 135182Converted A321 NEO Aircraft[***]2019
75402 136183Converted A321 NEO Aircraft[***]2019
7610002780191Incremental A321 NEO Aircraft[***]2019
77402 134181Converted A321 NEO Aircraft[***]2019
78402 141189Converted A321 NEO Aircraft[***]2019
7910002782193Incremental A321 NEO Aircraft[***]2019
8010002783194Incremental A321 NEO Aircraft[***]2019
8110002784195Incremental A321 NEO Aircraft[***]2019
8210002781192Incremental A321 NEO Aircraft[***]2019
8310002786197Incremental A321 NEO Aircraft[***]2019
8410002787198Incremental A321 NEO Aircraft[***]2019
8510002788199Incremental A321 NEO Aircraft[***]2019
8610002756200A321 NEO Aircraft[***]2020
8710002760201A321 NEO Aircraft[***]2020
8810002764202A321 NEO Aircraft[***]2020
8910002792206Incremental A321 NEO Aircraft[***]2020
9010054124264Additional A321 NEO Aircraft[***]2020
91402 142209A320 NEO Aircraft[***]2020
92402 143210A320 NEO Aircraft[***]2020
9310054125265Additional A321 NEO Aircraft[***]2020
94402 144211A320 NEO Aircraft[***]2020
95402 145212A320 NEO Aircraft[***]2020
96 402 146213A320 NEO Aircraft[***]2020
97 402 147214A320 NEO Aircraft[***]2020
9810054126266Additional A321 NEO Aircraft[***]2020

Exhibit 10.6(g)
99402 151215A320 NEO Aircraft[***]2021
100402 152216A320 NEO Aircraft[***]2021
101402 153217A320 NEO Aircraft[***]2021
102402 154218A320 NEO Aircraft[***]2021
10310054127267Additional A321 NEO Aircraft[***]2021
104402 155219A320 NEO Aircraft[***]2021
105402 156220A320 NEO Aircraft[***]2021
106402 157221A320 NEO Aircraft[***]2021
107402 158222A320 NEO Aircraft[***]2021
10810054128268Additional A321 NEO Aircraft[***]2021
109402 159223A320 NEO Aircraft[***]2021
110402 160224A320 NEO Aircraft[***]2021
111402 161225A320 NEO Aircraft[***]2021
112402 162226A320 NEO Aircraft[***]2021
11310054129269Additional A321 NEO Aircraft[***]2021
114402 163227A320 NEO Aircraft[***]2021
115402 164228A320 NEO Aircraft[***]2021
116402 165229A320 NEO Aircraft[***]2021
117402 166230A320 NEO Aircraft[***]2021
11810054130270Additional A321 NEO Aircraft[***]2021
119402 148231A320 NEO Aircraft[***]2022
120 402 149232A320 NEO Aircraft[***]2022
121 402 150233A320 NEO Aircraft[***]2022
12210002765234A321 NEO Aircraft[***]2022
12310054131271Additional A321 NEO Aircraft[***]2022
12410002766235A321 NEO Aircraft[***]2022
12510002767236A321 NEO Aircraft[***]2022
12610002768237A321 NEO Aircraft[***]2022
12710002769238A321 NEO Aircraft[***]2022
12810054132272Additional A321 NEO Aircraft[***]2022
12910002773239A321 NEO Aircraft[***]2022
13010002774240A321 NEO Aircraft[***]2022
131402 127241A321 NEO Aircraft[***]2022
132402 128242A321 NEO Aircraft[***]2022

Exhibit 10.6(g)
13310054133273Additional A321 NEO Aircraft[***]2022
134402 129243A321 NEO Aircraft[***]2022
135402 130244A321 NEO Aircraft[***]2022
136402 131245A321 NEO Aircraft[***]2022
13710002775246Incremental A321 NEO Aircraft[***]2022
13810054134274Additional A321 NEO Aircraft[***]2022
13910002776247Incremental A321 NEO Aircraft[***]2023
14010054135275Additional A321 NEO Aircraft[***]2023
141402 138186Converted A321 NEO Aircraft[***]2023
14210002778184Incremental A321 NEO Aircraft[***]2023
143402 132179Converted A321 NEO Aircraft[***]2023
14410054136276Additional A321 NEO Aircraft[***]2023
145402 133180Converted A321 NEO Aircraft[***]2023
14610002777248Incremental A321 NEO Aircraft[***]2023
14710054137277Additional A321 NEO Aircraft[***]2023
14810002779190Incremental A321 NEO Aircraft[***]2023
149402 140188Converted A321 NEO Aircraft[***]2023
15010002785196Incremental A321 NEO Aircraft[***]2023
15110054138278Additional A321 NEO Aircraft[***]2023
152402 139187Converted A321 NEO Aircraft[***]2023
15310002789203Incremental A321 NEO Aircraft[***]2024
15410002790204Incremental A321 NEO Aircraft[***]2024
15510002791205Incremental A321 NEO Aircraft[***]2024
15610002793207Incremental A321 NEO Aircraft[***]2024
15710002794208Incremental A321 NEO Aircraft[***]2024
Exhibit 10.6(h)
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)
1.1The 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.

1.3It 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.

1.4The 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

2.1Any 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

3EFFECT 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.

4CONFIDENTIALITY

This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement.

5ASSIGNMENT


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.

7INTERPRETATION 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










Exhibit 10.6(h)
APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

 CACiD
No.		Aircraft Rank No.TypeScheduled Delivery Month/QuarterScheduled Delivery Year
1159 908122Group 1 A320 Aircraft[***]2011
2159 942123Group 1 A320 Aircraft[***]2012
3159 943124Group 1 A320 Aircraft[***]2012
4159 950125Group 1 A320 Aircraft[***]2012
5159 951126Group 1 A320 Aircraft[***]2012
6159 923127Group 1 A320 Aircraft[***]2012
7159 924128Group 1 A320 Aircraft[***]2012
8159 925129Group 1 A320 Aircraft[***]2012
9159 939130A320 Backlog Aircraft[***]2013
10159 960131A320 Backlog Aircraft[***]2013
11159 961132A320 Backlog Aircraft[***]2013
12159 962133A321 Backlog Aircraft[***]2013
13159 963134A321 Backlog Aircraft[***]2013
14159 964135A321 Backlog Aircraft[***]2013
15159 965136A321 Backlog Aircraft[***]2013
16159 916137A321 Backlog Aircraft[***]2014
17159 940138A321 Backlog Aircraft[***]2014
18159 941139A321 Backlog Aircraft[***]2014
19159 944140A321 Backlog Aircraft[***]2014
20159 945141A321 Backlog Aircraft[***]2014
21159 946142A321 Backlog Aircraft[***]2014
22159 947143A321 Backlog Aircraft[***]2014
23159 948144A321 Backlog Aircraft[***]2014
24159 949145A321 Backlog Aircraft[***]2014
25159 956146A321 Backlog Aircraft[***]2015
26159 957147A321 Backlog Aircraft[***]2015
27159 958148A321 Backlog Aircraft[***]2015
28159 959149A321 Backlog Aircraft[***]2015
29159 929150A321 Backlog Aircraft[***]2015
30159 930151A321 Backlog Aircraft[***]2015

Exhibit 10.6(h)


 CACiD
No.		Aircraft Rank No.TypeScheduled Delivery Month/QuarterScheduled Delivery Year
31159 931152A321 Backlog Aircraft[***]2015
32159 932153A321 Backlog Aircraft[***]2015
33159 933154A321 Backlog Aircraft[***]2015
3410002716155Incremental A321 Aircraft[***]2015
35159 920156A321 Backlog Aircraft[***]2015
36 10002752157Incremental A321 Aircraft[***]2015
37159 911158A321 Backlog Aircraft[***]2016
38159 912159A321 Backlog Aircraft[***]2016
39159 917160A321 Backlog Aircraft[***]2016
40159 918161A321 Backlog Aircraft[***]2016
41159 926162A321 Backlog Aircraft[***]2016
42159 927163A321 Backlog Aircraft[***]2016
43159 928164A321 Backlog Aircraft[***]2016
44159 952165A321 Backlog Aircraft[***]2016
45159 953166A321 Backlog Aircraft[***]2016
46159 934167A321 Backlog Aircraft[***]2016
47159 922168Converted A321 Backlog Aircraft[***]2017
48159 954169Converted A321 Backlog Aircraft[***]2017
49159 955170Converted A321 Backlog Aircraft[***]2017
50159 921171Converted A321 Backlog Aircraft[***]2017
51104 440172Converted A321 Backlog Aircraft[***]2017
52104 442173Converted A321 Backlog Aircraft[***]2017
53 10054088249Additional A321 Aircraft[***]2017
54159 909174Converted A321 Backlog Aircraft[***]2017

Exhibit 10.6(h)
55 10054089250Additional A321 Aircraft[***]2017
5610002770175Incremental A321 Aircraft[***]2017
57 10054090251Additional A321 Aircraft[***]2017
5810002771176Incremental A321 Aircraft[***]2017
59 10054091252Additional A321 Aircraft[***]2017
6010002772177Incremental A321 Aircraft[***]2017
61 10054092253Additional A321 Aircraft[***]2017
62159 910178Converted A321 Backlog Aircraft[***]2018
63 10054093254Additional A321 Aircraft[***]2018
64 10054100261Additional A321 Aircraft[***]2018
65 10054101262Additional A321 Aircraft[***]2018
66 10054102263Additional A321 Aircraft[***]2018
67 10054097258Additional A321 Aircraft[***]2018
68 10054098259Additional A321 Aircraft[***]2018
6910054094255Additional A321 Aircraft[***]2018
70 10054099260Additional A321 Aircraft[***]2018
71 10054095256Additional A321 Aircraft[***]2018
72 10054096257Additional A321 Aircraft[***]2018
73402 137185Converted A321 NEO Aircraft[***]2019
74402 135182Converted A321 NEO Aircraft[***]2019
75402 136183Converted A321 NEO Aircraft[***]2019
76402 134181Converted A321 NEO Aircraft[***]2019
77402 141189Converted A321 NEO Aircraft[***]2019

Exhibit 10.6(h)
7810002782193Incremental A321 NEO Aircraft[***]2019
7910002783194Incremental A321 NEO Aircraft[***]2019
8010002784195Incremental A321 NEO Aircraft[***]2019
8110002786197Incremental A321 NEO Aircraft[***]2019
8210002787198Incremental A321 NEO Aircraft[***]2019
8310002781192Incremental A321 NEO Aircraft[***]2019
8410002788199Incremental A321 NEO Aircraft[***]2019
8510002780191Incremental A321 NEO Aircraft[***]2019
8610002756200A321 NEO Aircraft[***]2020
8710002760201A321 NEO Aircraft[***]2020
8810002764202A321 NEO Aircraft[***]2020
8910002792206Incremental A321 NEO Aircraft[***]2020
90 10054124264Additional A321 NEO Aircraft[***]2020
91402 142209A320 NEO Aircraft[***]2020
92402 143210A320 NEO Aircraft[***]2020
93 10054125265Additional A321 NEO Aircraft[***]2020
94402 144211A320 NEO Aircraft[***]2020
95402 145212A320 NEO Aircraft[***]2020
96 402 146213A320 NEO Aircraft[***]2020
97 402 147214A320 NEO Aircraft[***]2020
9810054126266Additional A321 NEO Aircraft[***]2020
99402 151215A320 NEO Aircraft[***]2021
100402 152216A320 NEO Aircraft[***]2021
101402 153217A320 NEO Aircraft[***]2021
102402 154218A320 NEO Aircraft[***]2021

Exhibit 10.6(h)
103 10054127267Additional A321 NEO Aircraft[***]2021
104402 155219A320 NEO Aircraft[***]2021
105402 156220A320 NEO Aircraft[***]2021
106402 157221A320 NEO Aircraft[***]2021
107402 158222A320 NEO Aircraft[***]2021
108 10054128268Additional A321 NEO Aircraft[***]2021
109402 159223A320 NEO Aircraft[***]2021
110402 160224A320 NEO Aircraft[***]2021
111402 161225A320 NEO Aircraft[***]2021
112402 162226A320 NEO Aircraft[***]2021
11310054129269Additional A321 NEO Aircraft[***]2021
114402 163227A320 NEO Aircraft[***]2021
115402 164228A320 NEO Aircraft[***]2021
116402 165229A320 NEO Aircraft[***]2021
117402 166230A320 NEO Aircraft[***]2021
118 10054130270Additional A321 NEO Aircraft[***]2021
119402 148231A320 NEO Aircraft[***]2022
120 402 149232A320 NEO Aircraft[***]2022
121 402 150233A320 NEO Aircraft[***]2022
12210002765234A321 NEO Aircraft[***]2022
12310054131271Additional A321 NEO Aircraft[***]2022
12410002766235A321 NEO Aircraft[***]2022
12510002767236A321 NEO Aircraft[***]2022
12610002768237A321 NEO Aircraft[***]2022
12710002769238A321 NEO Aircraft[***]2022
12810054132272Additional A321 NEO Aircraft[***]2022
12910002773239A321 NEO Aircraft[***]2022
13010002774240A321 NEO Aircraft[***]2022
131402 127241A321 NEO Aircraft[***]2022
132402 128242A321 NEO Aircraft[***]2022

Exhibit 10.6(h)
133 10054133273Additional A321 NEO Aircraft[***]2022
134402 129243A321 NEO Aircraft[***]2022
135402 130244A321 NEO Aircraft[***]2022
136402 131245A321 NEO Aircraft[***]2022
13710002775246Incremental A321 NEO Aircraft[***]2022
138 10054134274Additional A321 NEO Aircraft[***]2022
13910002776247Incremental A321 NEO Aircraft[***]2023
140 10054135275Additional A321 NEO Aircraft[***]2023
141402 138186Converted A321 NEO Aircraft[***]2023
14210002778184Incremental A321 NEO Aircraft[***]2023
143402 132179Converted A321 NEO Aircraft[***]2023
144 10054136276Additional A321 NEO Aircraft[***]2023
145402 133180Converted A321 NEO Aircraft[***]2023
14610002777248Incremental A321 NEO Aircraft[***]2023
147 10054137277Additional A321 NEO Aircraft[***]2023
14810002779190Incremental A321 NEO Aircraft[***]2023
149402 140188Converted A321 NEO Aircraft[***]2023
15010002785196Incremental A321 NEO Aircraft[***]2023
151 10054138278Additional A321 NEO Aircraft[***]2023
152402 139187Converted A321 NEO Aircraft[***]2023
15310002789203Incremental A321 NEO Aircraft[***]2024

Exhibit 10.6(h)
15410002790204Incremental A321 NEO Aircraft[***]2024
15510002791205Incremental A321 NEO Aircraft[***]2024
15610002793207Incremental A321 NEO Aircraft[***]2024
15710002794208Incremental A321 NEO Aircraft[***]2024
Exhibit 10.6(i)
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. 9

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. 9 (hereinafter referred to as the “Amendment”) is entered into as of March 30, 2018 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 add, among other things, certain new customization options applicable to 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    DEFINITIONS
The “Airspace Package” means the following cabin features:
(1)Airspace fixed XL overhead stowage bins,

Exhibit 10.6(i)

(2)Colored LED lighting,
[***]

[***]

2    AIRSPACE FLEETS

2.1[***]
2.2
First availability and [***]
The first availability of the Airspace Package [***] is expected to be [***].
Except as otherwise provided herein, the [***] shall be available for linefit introduction for no more than [***] (each an “[***]”), it being understood that there shall be no further limitation for linefit introduction of the [***] delivering from [***] and onward.

The Buyer shall notify the Seller in writing which [***] it selects as an [***] no later than [***]. The Buyer hereby selects its A321 NEO Aircraft configuration [***] to be delivered under the Agreement as the first [***], unless the Buyer otherwise notifies the Seller in accordance with the foregoing.

Except as otherwise provided herein, the Airspace Package shall be available for linefit introduction for no more than [***] (each an “Airspace [***]”), it being understood that there shall be no further limitation for linefit introduction of the Airspace Package [***] delivering from [***] and onward.
The Buyer shall notify the Seller in writing which [***] it selects as an Airspace [***] no later than [***]. The Buyer hereby selects its A321 NEO Aircraft configuration known as “MINT” to be delivered under the Agreement as the first Airspace [***], unless the Buyer otherwise notifies the Seller in accordance with the foregoing.
2.3Exceptions

2.3.1A320 NEO [***]
As of the date hereof, [***] the A320 NEO Aircraft currently scheduled to be delivered under the Agreement (the “A320 NEO Fleet”).
Should the [***], and should the Buyer elect to use one (1) of the [***] for such A320 NEO Fleet, then, notwithstanding Clause 2.1, the Buyer may select the [***] for its [***].

Exhibit 10.6(i)
Should the [***] shall be delivered with the Airspace Package [***].

2.3.2A321 LR [***] in [***]
Should the Buyer elect to convert certain eligible A321 NEO Aircraft delivering [***] into Converted A321 LR Aircraft, in accordance with Clause 2.2 of the Amended and Restated Letter Agreement No. 3 to the Agreement, then the Buyer may use one (1) [***] for such fleet of Converted A321 LR Aircraft, in which case such Converted A321 LR Aircraft shall be delivered with the [***].
Should no [***] remain available to the Buyer, and provided that the Converted A321 LR Aircraft start delivering from [***] onward, then notwithstanding Clause 2.2, [***].
2.3.3A321 NEO Airspace [***] in [***]
Should the Buyer elect to convert certain eligible A320 NEO Aircraft into A321 NEO Aircraft, in accordance with Clause 2.2 of the Amended and Restated Letter Agreement No. 3 to the Agreement, then the Seller shall, upon written request from the Buyer, [***].
2.4SCNs
Without prejudice to Clause 2.1, as soon as reasonably practicable, the Seller shall present to the Buyer the applicable Specification Change Notice(s) for the Airspace Package and the [***], for execution by the Buyer with respect to the eligible NEO Aircraft, in accordance with Clause 2 of the Agreement.

3    AIRSPACE AND [***] PRICING CONDITIONS
The base price of the Airspace Package for any Airspace Fleet is:
(i)US$ [***] (US dollars – [***]) per A321 NEO Aircraft,

(ii)US$ [***] (US dollars – [***]) per Converted A321 LR Aircraft, and


Exhibit 10.6(i)
(iii)US$ [***] (US dollars – [***]) per A320 NEO Aircraft.

[***]

Such base prices are quoted in delivery conditions prevailing in the A320 Family Base Period ([***] delivery conditions) and shall be adjusted up to Delivery of the applicable NEO Aircraft in accordance with the Seller Price Revision Formula, [***].

4    [***]

5    AIRSPACE DISPLAY
The Seller will provide [***] “Airspace”. No later than [***], the Seller will [***]. The Buyer will not [***] for any purpose other than its own promotional activities.

6    [***]

7    [***] AIRSPACE EIS SUPPORT
In accordance with Clause 17 of the Agreement, the Seller shall obtain enforceable and transferable product support agreements from Suppliers of the Supplier Parts included within the Airspace Package (each an “Airspace Supplier Part”), and such agreements shall include among other things, provisions dealing with warranties, guarantees and spare part procurement (each an “Airspace Supplier Agreement”). [***]

7.1    Warranties, guarantees and delivery leadtimes

7.1.1The Airspace Supplier Agreement shall include provisions pertaining to spare part [***].

7.1.2The Airspace Supplier Agreement shall include warranties for a period of [***].

7.1.3The Airspace Supplier Agreement shall include the following guarantees with respect to the corresponding Airspace Supplier Part:

•[***]

Exhibit 10.6(i)

•[***]

•[***]

Such guarantees shall include provisions pertaining to the applicable remedies, [***], the benefit of which shall be transferred to the Buyer in accordance with the Agreement.

7.2Initial Provisioning

[***]

The Buyer shall proceed with the Initial Provisioning (“IP”), by procuring from the relevant Supplier the spare parts [***].

[***]
7.3[***]

7.4Technical Data

The Seller shall ensure that the main Supplier technical data due under the Airspace Supplier Agreements (including the Component Maintenance Manual) be delivered to the Seller and the Buyer [***].

The Aircraft Technical Data (including the Aircraft Maintenance Manual and the Illustrated Part Catalog) shall be updated accordingly [***].

8[***]

Exhibit 10.6(i)

9EFFECT 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, including without limitation Clause 12.5 of the Agreement. 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 will 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.

10CONFIDENTIALITY

This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement.

11    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 other party, and any attempted assignment or transfer in contravention of the provisions of this Clause 11 will be void and of no force or effect.

12COUNTERPARTS

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.


Exhibit 10.6(i)
13INTERPRETATION 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





Exhibit 10.6(i)
[***]
Exhibit 10.6(j)
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. 10
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. 10 (hereinafter referred to as the “Amendment”) is entered into as of July 7,
2018 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, the type conversion 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.
Exhibit 10.6(j)
1DEFINITIONS
0.1
Clause 0 to the Agreement is amended to either modify or add the following defined terms
between the words “QUOTE” and “UNQUOTE”.
QUOTE
2018 Converted A321 NEO Aircraft – any or all of the twenty-five (25) A321-200 NEO model
aircraft, to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together
with all components, equipment, parts and accessories installed in or on such aircraft and the
relevant A321 NEO Propulsion System installed thereon.
2018 Converted A321 NEO Airframe - any 2018 Converted A321 NEO Aircraft, excluding the A321
NEO Propulsion System therefor.
Base Price of the 2018 Converted A321 NEO Airframe – as defined in Paragraph 5 herein.
UNQUOTE
1
[***
]
1.1
[***
]
1.2
The Buyer wishes to [***] convert each of the remaining twenty-five (25) A320 NEO Aircraft
into 2018 Converted A321 NEO Aircraft.
1.3
The Buyer and the Seller agree to reschedule nine (9) A321 NEO Aircraft or Additional A321
NEO Aircraft, as applicable, and as detailed in Clause 2 below.
2    DELIVERY
Exhibit 10.6(j)
2.1
[***], the Buyer and the Seller hereby agree to irrevocably convert twenty-five (25) A320
NEO Aircraft identified in Amended and Restated Schedule 1 with CACiD numbers 402 142,
402 143, 402 144, 402 145, 402 146, 402 147, 402 148, 402 149, 402 150, 402 151, 402 152,
402 153, 402 154, 402 155, 402 156, 402 157, 402 158, 402 159, 402 160, 402 161, 402 162,
402 163, 402 164, 402 165 and 402 166 to twenty-five (25) 2018 Converted A321 NEO
Aircraft as detailed in the following table. It is hereby agreed that unless otherwise
expressly agreed herein, all terms and conditions governing the sale and purchase of A321
NEO Aircraft under the Agreement will apply to the 2018 Converted A321 NEO Aircraft.
Original aircraft type
New aircraft type
CACiD
Original
Scheduled
Delivery Period
New
Scheduled
Delivery
Period
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 142
[***]-20
[***]-20
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 143
[***]-20
[***]-20
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 144
[***] 2020
[***] 2020
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 145
[***] 2020
[***] 2020
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 146
[***] 2020
[***] 2020
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 147
[***] 2020
[***] 2020
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 148
[***] 2022
[***] 2024
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 149
[***] 2022
[***] 2022
A320 NEO Aircraft
2018Converted A321 NEO
Aircraft
402 150
[***] 2022
[***] 2022
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 151
[***] 2021
[***] 2021
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 152
[***] 2021
[***] 2021
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 153
[***] 2021
[***] 2021
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 154
[***] 2021
[***] 2021
Exhibit 10.6(j)
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 155
[***] 2021
[***] 2020
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 156
[***] 2021
[***] 2021
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 157
[***] 2021
[***] 2021
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 158
[***] 2021
[***] 2021
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 159
[***] 2021
[***] 2024
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 160
[***] 2021
[***] 2021
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 161
[***] 2021
[***] 2021
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 162
[***] 2021
[***] 2021
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 163
[***] 2021
[***] 2021
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 164
[***] 2021
[***] 2021
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 165
[***] 2021
[***] 2021
A320 NEO Aircraft
2018 Converted A321 NEO
Aircraft
402 166
[***] 2021
[***] 2021
2.2
The Scheduled Delivery Period for the Additional A321 NEO Aircraft bearing CACiD number
10054128 is hereby amended from the [***].
2.3
The Scheduled Delivery Period for the Additional A321 NEO Aircraft bearing CACiD number
10054129 is hereby amended from the [***].
2.4
The Scheduled Delivery Period for the Additional A321 NEO Aircraft bearing CACiD number
10054131 is hereby amended from the [***].
Exhibit 10.6(j)
2.5
The Scheduled Delivery Period for the Additional A321 NEO Aircraft bearing CACiD number
10054132is hereby amended from the [***].
2.6
The Scheduled Delivery Period for the Additional A321 NEO Aircraft bearing CACiD number
10054133 is hereby amended from the [***].
2.7
The Scheduled Delivery Period for the Additional A321 NEO Aircraft bearing CACiD number
10054134 is hereby amended from the [***].
2.8
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.
2.9
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
and conversion set forth in Clauses 2.1 to 2.8 above without the Seller incurring any costs,
losses, expenses, additional obligations, penalties, damages or liabilities of any kind by
reason of such rescheduling or conversion, 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.
2.10
The Buyer shall enter into discussions directly with the relevant Propulsion System
manufacturer to amend the relevant propulsion systems agreement(s) in order to reflect
the rescheduling and conversion set out in Clauses 2.1 to 2.8 above and will indemnify and
hold the Seller harmless against any and all costs, losses, expenses, additional
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 2.11 unless such costs,
losses, expenses, additional obligations, penalties, damages or liabilities are a result of the
Seller’s gross negligence or willful misconduct.
Exhibit 10.6(j)
2.11
Any and all Predelivery Payments [***] described in Clauses 2.1 to 2.8 herein
[***].
3    COMMERCIAL TERMS
3.1
The Base Price of the 2018 Converted A321 NEO Airframe
[***].
3.2
The Predelivery Payments for the 2018 Converted A321 NEO Aircraft
[***].
3.3
[***]
.
3.4
The Buyer hereby confirms that it
[***].
3.5
[***]
.
4     OTHER AMENDMENTS
4.1
The Amended and Restated Letter Agreement No. 1 to the Agreement is hereby replaced in
its entirety by the Amended and Restated Letter Agreement No. 1 dated as of the date
hereof.
4.2
The Amended and Restated Letter Agreement No. 2 to the Agreement is hereby replaced in
its entirety by the Amended and Restated Letter Agreement No. 2 dated as of the date
hereof.
Exhibit 10.6(j)
4.3
The Amended and Restated Letter Agreement No. 3 to the Agreement is hereby replaced in
its entirety by the Amended and Restated Letter Agreement No. 3 dated as of the date
hereof.
5
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 will 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.
 
6
CONFIDENTIALIT
Y
This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 of the
Agreement.
7
ASSIGNMEN
T
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 7 will be
void and of no force or effect.
8
COUNTERPART
S
Exhibit 10.6(j)
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.
9
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
Exhibit 10.6(j)
APPENDIX 1
AMENDED AND RESTATED SCHEDULE 1
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
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
 10054097
258
Additional A321 Aircraft
[***]
2018
68
 10054098
259
Additional A321 Aircraft
[***]
2018
Exhibit 10.6(j)
69
10054094
255
Additional A321 Aircraft
[***]
2018
70
 10054099
260
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
402 135
182
Converted A321 NEO Aircraft
[***]
2019
75
402 136
183
Converted A321 NEO Aircraft
[***]
2019
76
402 134
181
Converted A321 NEO Aircraft
[***]
2019
77
402 141
189
Converted A321 NEO Aircraft
[***]
2019
78
10002782
193
Incremental A321 NEO Aircraft
[***]
2019
79
10002783
194
Incremental A321 NEO Aircraft
[***]
2019
80
10002784
195
Incremental A321 NEO Aircraft
[***]
2019
81
10002786
197
Incremental A321 NEO Aircraft
[***]
2019
82
10002787
198
Incremental A321 NEO Aircraft
[***]
2019
83
10002781
192
Incremental A321 NEO Aircraft
[***]
2019
84
10002788
199
Incremental A321 NEO Aircraft
[***]
2019
85
10002780
191
Incremental A321 NEO Aircraft
[***]
2019
86
10002756
200
A321 NEO Aircraft
[***]
2020
87
10002760
201
A321 NEO Aircraft
[***]
2020
88
10002764
202
A321 NEO Aircraft
[***]
2020
89
 10054124
264
Additional A321 NEO Aircraft
[***]
2020
90
10002792
206
Incremental A321 NEO Aircraft
[***]
2020
91
402 155
219
2018 Converted A321 NEO
Aircraft
[***]
2020
92
 10054128
268
Additional A321 NEO Aircraft
[***]
2020
93
402 142
209
2018 Converted A321 NEO
Aircraft
[***]
2020
94
402 143
210
2018 Converted A321 NEO
Aircraft
[***]
2020
95
 10054125
265
Additional A321 NEO Aircraft
[***]
2020
96
402 144
211
2018 Converted A321 NEO
Aircraft
[***]
2020
97
402 145
212
2018 Converted A321 NEO
Aircraft
[***]
2020
Exhibit 10.6(j)
98
 402 146
213
2018 Converted A321 NEO
Aircraft
[***]
2020
99
 402 147
214
2018 Converted A321 NEO
Aircraft
[***]
2020
100
10054126
266
Additional A321 NEO Aircraft
[***]
2020
101
402 151
215
2018 Converted A321 NEO
Aircraft
[***]
2021
102
402 152
216
2018 Converted A321 NEO
Aircraft
[***]
2021
103
402 153
217
2018 Converted A321 NEO
Aircraft
[***]
2021
104
402 154
218
2018 Converted A321 NEO
Aircraft
[***]
2021
105
 10054127
267
Additional A321 NEO Aircraft
[***]
2021
106
402 156
220
2018 Converted A321 NEO
Aircraft
[***]
2021
107
402 157
221
2018 Converted A321 NEO
Aircraft
[***]
2021
108
402 158
222
2018 Converted A321 NEO
Aircraft
[***]
2021
109
402 160
224
2018 Converted A321 NEO
Aircraft
[***]
2021
110
402 161
225
2018 Converted A321 NEO
Aircraft
[***]
2021
111
402 162
226
2018 Converted A321 NEO
Aircraft
[***]
2021
112
402 163
227
2018 Converted A321 NEO
Aircraft
[***]
2021
113
402 164
228
2018 Converted A321 NEO
Aircraft
[***]
2021
 
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
Exhibit 10.6(j)
114
402 165
229
2018 Converted A321 NEO
Aircraft
[***]
2021
115
402 166
230
2018 Converted A321 NEO
Aircraft
[***]
2021
116
 10054130
270
Additional A321 NEO Aircraft
[***]
2021
117
 402 149
232
2018 Converted A321 NEO
Aircraft
[***]
2022
118
 402 150
233
2018 Converted A321 NEO
Aircraft
[***]
2022
119
10002765
234
A321 NEO Aircraft
[***]
2022
120
10002769
238
A321 NEO Aircraft
[***]
2022
121
10002766
235
A321 NEO Aircraft
[***]
2022
122
10002767
236
A321 NEO Aircraft
[***]
2022
123
10002768
237
A321 NEO Aircraft
[***]
2022
124
10002773
239
A321 NEO Aircraft
[***]
2022
125
10002774
240
A321 NEO Aircraft
[***]
2022
126
402 127
241
A321 NEO Aircraft
[***]
2022
127
402 128
242
A321 NEO Aircraft
[***]
2022
128
402 129
243
A321 NEO Aircraft
[***]
2022
129
402 130
244
A321 NEO Aircraft
[***]
2022
130
402 131
245
A321 NEO Aircraft
[***]
2022
131
10002775
246
Incremental A321 NEO Aircraft
[***]
2022
132
10002776
247
Incremental A321 NEO Aircraft
[***]
2023
133
 10054135
275
Additional A321 NEO Aircraft
[***]
2023
134
402 138
186
Converted A321 NEO Aircraft
[***]
2023
135
10002778
184
Incremental A321 NEO Aircraft
[***]
2023
136
402 132
179
Converted A321 NEO Aircraft
[***]
2023
137
 10054136
276
Additional A321 NEO Aircraft
[***]
2023
138
402 133
180
Converted A321 NEO Aircraft
[***]
2023
139
10002777
248
Incremental A321 NEO Aircraft
[***]
2023
140
 10054137
277
Additional A321 NEO Aircraft
[***]
2023
141
10002779
190
Incremental A321 NEO Aircraft
[***]
2023
142
402 140
188
Converted A321 NEO Aircraft
[***]
2023
143
10002785
196
Incremental A321 NEO Aircraft
[***]
2023
144
 10054138
278
Additional A321 NEO Aircraft
[***]
2023
145
402 139
187
Converted A321 NEO Aircraft
[***]
2023
Exhibit 10.6(j)
146
10002789
203
Incremental A321 NEO Aircraft
[***]
2024
147
10002790
204
Incremental A321 NEO Aircraft
[***]
2024
148
402 148
231
2018 Converted A321 NEO
Aircraft
[***]
2024
149
10054131
271
Additional A321 NEO Aircraft
[***]
2024
150
402 159
223
2018 Converted A321 NEO
Aircraft
[***]
2024
151
10002791
205
Incremental A321 NEO Aircraft
[***]
2024
152
10002793
207
Incremental A321 NEO Aircraft
[***]
2024
153
10054129
269
Additional A321 NEO Aircraft
[***]
2024
154
10054132
272
Additional A321 NEO Aircraft
[***]
2024
155
 10054133
273
Additional A321 NEO Aircraft
[***]
2024
156
 10054134
274
Additional A321 NEO Aircraft
[***]
2024
157
10002794
208
Incremental A321 NEO Aircraft
[***]
2024
AMENDED AND RESTATED
LETTER AGREEMENT NO. 1
As of July 7, 2018
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101
Re: PURCHASE INCENTIVES
Dear Ladies and Gentlemen,
JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an
A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and
Exhibit 10.6(j)
amended by the other letter agreements, and as otherwise supplemented, amended or modified
from time to time, including without limitation by Amendment No. 1 dated as of October 25, 2013,
Amendment No. 2 dated as of November 19, 2014, Amendments No. 3 and No. 4 dated as of July
26, 2016, Amendment No. 5 dated as of August 9, 2016, Amendment No. 6 dated as of April 11,
2017, Amendment No. 7 dated as of April 25, 2017, Amendment No. 8 dated as of December 19,
2017, Amendment No. 9 dated as of March 30, 2018 and Amendment No. 10 dated as of even date
herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the
purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said
Agreement. The Buyer and the Seller have agreed to set forth in this Amended and Restated Letter
Agreement No. 1 (this “Letter Agreement”, or “Letter Agreement No. 1”, or “Amended and
Restated Letter Agreement No. 1”) certain additional terms and conditions regarding the sale of
the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will
have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and
“hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said
Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and
that this Letter Agreement will be governed by the provisions of said Agreement, except that if the
Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific
provisions contained in this Letter Agreement will govern.
WITNESSETH:
WHEREAS, the Buyer and the Seller have entered into Amended and Restated Letter Agreement No.
1 to the Agreement dated as of July 26, 2016, setting forth certain terms and conditions regarding
the sale of the Aircraft (the “Original Letter Agreement”).
WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to
incorporate relevant amendments to such Original Letter Agreement into a single document.
NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED
AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
1    INTENTIONALLY LEFT BLANK
2    [***] AIRCRAFT (Excluding Group 1 A320 Aircraft)
2.1
In respect of each [***] Aircraft (excluding Group 1 A320 Aircraft) that is sold by the Seller
and purchased by the Buyer, the Seller will provide to the Buyer the following credits
(collectively, the “[***] Aircraft Credit Memoranda”):
[***]
Exhibit 10.6(j)
2.2
The [***] Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320
Family Base Period ([***]) and will be adjusted in accordance with the Seller Price Revision
Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
2.3
The [***] Aircraft Credit Memoranda will be [***] of each [***] Aircraft that is sold by the
Seller and purchased by the Buyer. The A320 Backlog Aircraft Credit Memoranda will be
[***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery
of an A320 Backlog Aircraft, the [***] Aircraft Credit Memoranda will be [***] of the [***]
Aircraft.
3  [***] AIRCRAFT and CONVERTED [***] AIRCRAFT
3.1
In respect of each [***] Aircraft and each Converted [***] Aircraft that is sold by the Seller
and purchased by the Buyer, the Seller will provide to the Buyer the following credits
(collectively, the “[***] Aircraft Credit Memoranda”):
[***]
3.2
The [***] Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the A320
Family Base Period ([***]) and will be adjusted in accordance with the Seller Price Revision
Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
3.3
The [***] Aircraft Credit Memoranda will [***] of each [***] Aircraft and each Converted
[***] Aircraft that is sold by the Seller and purchased by the Buyer. The [***] Aircraft Credit
Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least
[***] before Delivery of an [***] Aircraft or Converted [***] Aircraft, the [***] Aircraft Credit
Memoranda will be [***] of the [***] Aircraft or the Final Price of the Converted [***]
Aircraft, as applicable.
4    A319 NEO AIRCRAFT
4.1
In respect of each A319 NEO Aircraft, the Seller will provide to the Buyer the following
credits (collectively, the “A319 NEO Aircraft Credit Memoranda”):
Exhibit 10.6(j)
[***]
4.2
The A319 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in
the A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller Price
Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
4.3
The A319 NEO Aircraft Credit Memoranda will be [***] of each A319 NEO Aircraft. The A319
NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the
contrary at least [***] before Delivery of an A319 NEO Aircraft, the A319 NEO Aircraft Credit
Memoranda will be [***] of the A319 NEO Aircraft.
4.4
[***]
.
5    A320 NEO AIRCRAFT
5.1
In respect of each A320 NEO Aircraft, the Seller will provide to the Buyer the following
credits (collectively, the “A320 NEO Aircraft Credit Memoranda”):
[***]
5.2
The A320 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in
the A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller Price
Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
5.3
The A320 NEO Aircraft Credit Memoranda will be [***] of each A320 NEO Aircraft. The A320
NEO Aircraft Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the
contrary at least [***] before Delivery of an A320 NEO Aircraft, the A320 NEO Aircraft Credit
Memoranda will be [***] of the A320 NEO Aircraft.
5.4
[***]
.
Exhibit 10.6(j)
6
A321 NEO AIRCRAFT, CONVERTED A321 NEO AIRCRAFT AND INCREMENTAL A321 NEO
AIRCRAFT
6.1
In respect of each A321 NEO Aircraft, Converted A321 NEO Aircraft and each Incremental
A321 NEO Aircraft, the Seller will provide to the Buyer the following credits (collectively, the
“A321 NEO Aircraft Credit Memoranda”):
[***]
6.2
The A321 NEO Aircraft Credit Memoranda are quoted at delivery conditions prevailing in
the A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller Price
Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
6.3
The A321 NEO Credit Memoranda will be [***] of each A321 NEO Aircraft, each Converted
A321 NEO Aircraft, and each Incremental A321 NEO Aircraft. The A321 NEO Credit
Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at least
[***] before Delivery of the relevant Aircraft, the A321 NEO Aircraft Credit Memoranda will
be [***] of such Aircraft.
7    GROUP 1 A320 AIRCRAFT
7.1
In respect of each Group 1 A320 Aircraft, the Seller will provide to the Buyer the following
credits (collectively, the “Group 1 Aircraft Credit Memoranda”):
[***]
7.2
The Group 1 Aircraft Credit Memoranda are quoted at delivery conditions prevailing in the
A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller Price
Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
Exhibit 10.6(j)
7.3
The Group 1 Aircraft Credit Memoranda will be [***] of each Group 1 A320 Aircraft that is
sold by the Seller and purchased by the Buyer. The Group 1 Aircraft Credit Memoranda will
be [***]. Unless the Buyer gives the Seller notice to the contrary at least [***] before
Delivery of a Group 1 A320 Aircraft, the Group 1 Aircraft Credit Memoranda will be [***] of
the Group 1 A320 Aircraft.
8
INCREMENTAL A321
AIRCRAFT
8.1
In respect of each Incremental A321 Aircraft that is sold by the Seller and purchased by the
Buyer, the Seller will provide to the Buyer the following credits (collectively, the
“Incremental A321 Aircraft Credit Memoranda”):
[***]
8.2
The Incremental A321 Aircraft Credit Memoranda are quoted at delivery conditions
prevailing in the A320 Family Base Period ([***]) and will be adjusted in accordance with
the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter
Agreement.
8.3
The Incremental A321 Aircraft Credit Memoranda will be [***] of each Incremental A321
Aircraft that is sold by the Seller and purchased by the Buyer. The Incremental A321 Aircraft
Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at
least [***] before Delivery of an Incremental A321 Aircraft, the Incremental A321 Aircraft
Credit Memoranda will be [***] of the Incremental A321 Aircraft.
9
[***
]
9.1 [***]
Exhibit 10.6(j)
9.1.1
[***
]
10
ADDITIONAL A321
AIRCRAFT
10.1
In respect of each Additional A321 Aircraft that is sold by the Seller and purchased by the
Buyer, the Seller will provide to the Buyer the following credits (collectively, the “Additional
A321 Aircraft Credit Memoranda”):
[***]
10.2
The Additional A321 Aircraft Credit Memoranda are quoted at delivery conditions prevailing
in the A320 Family Base Period ([***]) and will be adjusted in accordance with the Seller
Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter Agreement.
10.3
The Additional A321 Aircraft Credit Memoranda will be [***] of each Additional A321
Aircraft that is sold by the Seller and purchased by the Buyer. The Additional A321 Aircraft
Credit Memoranda will be [***]. Unless the Buyer gives the Seller notice to the contrary at
least [***] before Delivery of an Additional A321 Aircraft, the Additional A321 Aircraft Credit
Memoranda will be [***] of the Additional A321 Aircraft.
11
ADDITIONAL A321 NEO AIRCRAFT
[***]
11.1
In respect of each Additional A321 NEO Aircraft [***] that is sold by the Seller and
purchased by the Buyer, the Seller will provide to the Buyer the following credits
(collectively, the “Additional A321 NEO Aircraft Credit Memoranda”):
[***]
Exhibit 10.6(j)
11.2
The Additional A321 NEO Aircraft Credit Memoranda are quoted at delivery conditions
prevailing in the A320 Family Base Period ([***]) and will be adjusted in accordance with
the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter
Agreement.
11.3
The Additional A321 NEO Credit Memoranda will be [***] of each Additional A321 NEO
Aircraft [***], as applicable. The Additional A321 NEO Credit Memoranda will be [***].
Unless the Buyer gives the Seller notice to the contrary at least [***] before Delivery of the
relevant Aircraft, the Additional A321 NEO Aircraft Credit Memoranda will be [***] of such
Aircraft.
12
CONVERTED A321 LR
AIRCRAFT
12.1
In respect of each Converted A321 LR Aircraft that is sold by the Seller and purchased by
the Buyer, the Seller will provide to the Buyer the following credits (collectively, the
“Converted A321 LR Aircraft Credit Memoranda”):
[***]
12.2
The Converted A321 LR Aircraft Credit Memoranda are quoted at delivery conditions
prevailing in the A320 Family Base Period ([***]) and will be adjusted in accordance with
the Seller Price Revision Formula, [***] in accordance with Paragraph 9 of this Letter
Agreement.
12.3
The Converted A321 LR Aircraft Credit Memoranda will be [***] of each Converted A321 LR
Aircraft. The Converted A321 LR Credit Memoranda will be [***]. Unless the Buyer gives the
Seller notice to the contrary at least [***] before Delivery of the relevant Aircraft, the
Converted A321 LR Credit Memoranda will be [***] of such Aircraft.     
Exhibit 10.6(j)
12.4
The Seller shall grant the Buyer for each Converted A321 LR Aircraft a goods and services
credit memorandum to support the Converted A321 LR Aircraft entry into service (the “A321
LR G+S Credit Memorandum”) amounting to:
[***]
The A321 LR G+S Credit Memorandum shall be issued [***]
The A321 LR G+S Credit Memorandum is quoted at delivery conditions prevailing in the A320 Family
Base Period ([***]) and [***] in accordance with Paragraph 9 of this Letter Agreement.
[***]
28
ADMINISTRATION OF
CREDITS
[***]
The above amounts are stated at delivery conditions prevailing in [***] and will be adjusted to the
date of the respective availability in accordance with the Seller Price Revision Formula, [***].
[***]
3
0
ASSIGNMEN
T
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter
Agreement and the rights and obligations of the Buyer hereunder 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 30 will be void and of no force or effect.
31    CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.
32
COUNTERPART
S
Exhibit 10.6(j)
This Letter Agreement 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.
If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy
hereof in the space provided below and return a copy to the Seller.
Very truly yours,
AIRBUS S.A.S.
By: /s/Cristophe Mourey
Its: Senior Vice President Contracts
Accepted and Agreed
JETBLUE AIRWAYS CORPORATION
By: /s/ Steve Priest
Its: Chief Financial Officer
Exhibit 10.6(j)
AMENDED AND RESTATED
LETTER AGREEMENT NO. 2
As of July 7, 2018
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101
Re: PAYMENTS
Dear Ladies and Gentlemen,
JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an
A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and
amended by the other letter agreements, and as otherwise supplemented, amended or modified
from time to time, including without limitation by Amendment No. 1 dated October 25, 2013,
Amendments No. 3 and No. 4 dated as of July 26, 2016, Amendment No. 5 dated as of August 9,
2016, Amendment No. 6 dated as of April 11, 2017, Amendment No. 7 dated as of April 25, 2017,
Amendment No. 8 dated as of December 19, 2017, Amendment No. 9 dated as of March 30, 2018
and Amendment No. 10 dated as of even date herewith the “Agreement”), which covers, among
other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the
terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth
in this Amended and Restated Letter Agreement No. 2 (this “Letter Agreement”, or “Letter
Agreement No. 2”, or “Amended and Restated Letter Agreement No. 2”) certain additional terms
and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise
defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The
terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter
Agreement.
Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said
Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and
that this Letter Agreement will be governed by the provisions of said Agreement, except that if the
Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific
provisions contained in this Letter Agreement will govern.
WITNESSETH:
WHEREAS, the Buyer and the Seller have entered into Amended and Restated Letter Agreement No.
2 to the Agreement dated as of July 26, 2016, setting forth certain terms and conditions regarding
the sale of the Aircraft (the “Original Letter Agreement”).
WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to
incorporate relevant amendments to such Original Letter Agreement into a single document.
NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED
AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
Exhibit 10.6(j)
1
PREDELIVERY
PAYMENTS
1.1
For each [***] Aircraft (excluding all Incremental A321 Aircraft and all Converted [***] Aircraft),
Clauses 5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses
5.3.2 and 5.3.3 below between the QUOTE and UNQUOTE:
QUOTE
5.3.2
The Predelivery Payment Reference Price for a [***] Aircraft to be delivered in [***]
is determined in accordance with the following formula:
[***]
5.3.3
Predelivery Payments will be paid according to
the following schedule.
Payment Date
Percentage of Predelivery Payment
Reference Price
 
 
1st Payment
[***]
[***]
2nd Payment
[***]
[***]
3rd Payment
[***]
[***]
______________________________________________________
TOTAL PAYMENT PRIOR TO DELIVERY
[***]
In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date
of signature of the Agreement, such Predelivery Payments shall be made upon signature of this
Agreement.
UNQUOTE
Exhibit 10.6(j)
1.2
For each NEO Aircraft (excluding all Incremental A321 NEO Aircraft, all Converted A321
NEO Aircraft, all Additional A321 NEO Aircraft, all [***], all A321 LR Aircraft [***]), Clauses
5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2
and 5.3.3 below between the QUOTE and UNQUOTE:
QUOTE
5.3.2    The Predelivery Payment Reference Price for a NEO Aircraft to be delivered in [***] is
determined in accordance with the following formula:
[***]
5.3.3    Predelivery Payments will be paid according to the following schedule.
Payment Date
Percentage of
Predelivery Payment
Reference Price
 
 
1st Payment
[***]
[***]
2nd Payment
[***]
[***]
3rd Payment
[***]
[***]
______________________________________________________
TOTAL PAYMENT PRIOR TO DELIVERY
[***]
In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date
of signature of the Agreement, such Predelivery Payments shall be made upon signature of this
Agreement.
UNQUOTE
1.3
For each Incremental A321 Aircraft and each Converted [***] Aircraft, Clauses 5.3.2 and
5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3
below between the QUOTE and UNQUOTE:
QUOTE
Exhibit 10.6(j)
5.3.2
The Predelivery Payment Reference Price for an Incremental A321 Aircraft or a
Converted [***] Aircraft to be delivered in [***] is determined in accordance with
the following formula:
[***]
5.3.3
Predelivery Payments will be paid according to the following
schedule.
Payment Date
Percentage of
Predelivery Payment
Reference Price
 
 
1st Payment
[***]
[***]
2nd Payment
[***]
[***]
3rd Payment
[***]
[***]
______________________________________________________
TOTAL PAYMENT PRIOR TO DELIVERY
[***]
In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date
of signature of the Agreement, such Predelivery Payments shall be made upon signature of this
Agreement.
UNQUOTE
1.4
For each Incremental A321 NEO Aircraft and each Converted A321 NEO Aircraft, Clauses
5.3.2 and 5.3.3 of the Agreement are deleted in their entirety and replaced by Clauses 5.3.2
and 5.3.3 below between the QUOTE and UNQUOTE:
QUOTE
5.3.2    The Predelivery Payment Reference Price for an Incremental A321 NEO Aircraft or a
Converted A321 NEO Aircraft to be delivered in [***] is determined in accordance with the following
formula:
[***]
Exhibit 10.6(j)
5.3.3    Predelivery Payments will be paid according to the following schedule.
Payment Date
Percentage of
Predelivery Payment
Reference Price
 
 
1st Payment
[***]
[***]
2nd Payment
[***]
[***]
3rd Payment
[***]
[***]
______________________________________________________
TOTAL PAYMENT PRIOR TO DELIVERY
[***]
In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date
of signature of the Agreement, such Predelivery Payments shall be made upon signature of this
Agreement.
UNQUOTE
1.5
For each Additional A321 Aircraft, Clauses 5.3.2 and 5.3.3 of the Agreement are
deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the
QUOTE and UNQUOTE:
QUOTE
[***]
5.3.2
The Predelivery Payment Reference Price for an Additional A321 Aircraft to be
delivered in [***] is determined in accordance with the following formula:
[***]
5.3.3
Predelivery Payments will be paid according to the following schedule.
Exhibit 10.6(j)
Payment Date
Percentage of
Predelivery Payment
Reference Price
 
 
1st Payment
[***]
[***]
2nd Payment
[***]
[***]
3rd Payment
[***]
[***]
4th Payment
[***]
[***]
______________________________________________________
TOTAL PAYMENT PRIOR TO DELIVERY
[***]
In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date
of signature of Amendment No. 4 to the Agreement, such Predelivery Payments shall be made
within one (1) Business Day of signature of Amendment No. 4 to the Agreement.
UNQUOTE
1.6
For each Additional A321 NEO Aircraft [***], Clauses 5.3.2 and 5.3.3 of the
Agreement are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3
below between the QUOTE and UNQUOTE:
QUOTE
[***]
5.3.2    The Predelivery Payment Reference Price for an Additional A321 NEO Aircraft [***], as
applicable, to be delivered in [***] is determined in accordance with the following formula:
[***]
5.3.3    Predelivery Payments will be paid according to the following schedule.
Payment Date
Percentage of
Predelivery Payment
Reference Price
 
 
1st Payment
[***]
[***]
2nd Payment
[***]
[***]
Exhibit 10.6(j)
3rd Payment
[***]
[***]
4th Payment
[***]
[***]
______________________________________________________
TOTAL PAYMENT PRIOR TO DELIVERY
[***]
In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date
of signature of Amendment No. 4 to the Agreement [***], such Predelivery Payments shall be made
within one (1) Business Day of signature of Amendment No. 4 to the Agreement [***].
UNQUOTE
1.7
[***] for each such Converted A321 LR Aircraft Clauses 5.3.2 and 5.3.3 of the Agreement
are deleted in their entirety and replaced by Clauses 5.3.2 and 5.3.3 below between the
QUOTE and UNQUOTE:
QUOTE
5.3.2    The Predelivery Payment Reference Price for an A321 LR Aircraft to be delivered in [***] is
determined in accordance with the following formula:
[***]
Payment Date
Percentage of
Predelivery Payment
Reference Price
 
 
1st Payment
[***]
[***]
2nd Payment
[***]
[***]
3rd Payment
[***]
[***]
4th Payment
[***]
[***]
______________________________________________________
TOTAL PAYMENT PRIOR TO DELIVERY
[***]
In the event of the above schedule resulting in any Predelivery Payment falling due prior to the date
of signature of [***], such Predelivery Payments shall be made within one (1) Business Day of
signature of [***].
UNQUOTE
Exhibit 10.6(j)
1.8
[***
]
   
2.
PDP
DEFERRAL
Clause 5.3.5 with the following quoted text is added to the Agreement:
QUOTE
5.3.5
[***
]
[***]
As used herein:
(i)    [***]
(ii)    "Business Day" shall mean any day which is not a Saturday or a Sunday and which is neither a
legal holiday nor a day on which banking institutions are authorized or required by law or regulation
to close in New York, New York, or London, England and
                    
(iii)    [***]
UNQUOTE
3    [***]
The Buyer and the Seller acknowledge that the Buyer [***] in accordance with the terms and
conditions set forth in Paragraph 2 of this Letter Agreement.
4
ASSIGNMEN
T
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter
Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred
Exhibit 10.6(j)
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 4 will be void and of no force or effect.
5
CONFIDENTIALIT
Y
This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.
6
COUNTERPART
S
This Letter Agreement 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.
If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy
hereof in the space provided below and return a copy to the Seller.
Very truly yours,
AIRBUS S.A.S.
By: /s/ Christophe Mourey
Its: Senior Vice President Contracts
Accepted and Agreed
JETBLUE AIRWAYS CORPORATION
By: /s/ Steve Priest
Its: Chief Financial Officer    
Exhibit 10.6(j)
AMENDED AND RESTATED
LETTER AGREEMENT NO. 3
As of July 7, 2018
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101
Re: [***]
Dear Ladies and Gentlemen,
JetBlue Airways Corporation (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an
A320 Family Aircraft Purchase Agreement dated as of October 19, 2011 (as supplemented and
amended by the other letter agreements, and as otherwise supplemented, amended or modified
from time to time, including without limitation by Amendment No. 1 dated as of October 25, 2013,
Amendment No. 2 dated as of November 19, 2014, Amendments No.3 and No. 4 dated as of July
26, 2016, Amendment No. 5 dated as of August 9, 2016, Amendment No. 6 dated as of April 11,
2017, Amendment No. 7 dated as of April 25, 2017, Amendment No. 8 dated as of December 19,
2017, Amendment No. 9 dated as of March 30, 2018 and Amendment No. 10 dated as of even date
herewith (the “Agreement”), which covers, among other matters, the sale by the Seller and the
purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said
Agreement. The Buyer and the Seller have agreed to set forth in this Amended and Restated Letter
Agreement No. 3 (this “Letter Agreement” , or “Letter Agreement No. 3”, or “Amended and
Restated Letter Agreement No. 3”) certain additional terms and conditions regarding the sale of
the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will
have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and
“hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said
Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and
that this Letter Agreement will be governed by the provisions of said Agreement, except that if the
Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific
provisions contained in this Letter Agreement will govern.
WITNESSETH:
WHEREAS, the Buyer and the Seller have entered into Amended and Restated Letter Agreement No.
3 to the Agreement dated as of July 26, 2016, setting forth certain terms and conditions regarding
the sale of the Aircraft (the “Original Letter Agreement”).
WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement to
incorporate relevant amendments to such Original Letter Agreement into a single document.
NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED
AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
1    DEFINITIONS
Exhibit 10.6(j)
Clause 0 to the Agreement is amended to [***] modify or add the following defined terms between
the words “QUOTE” and “UNQUOTE”:
    
QUOTE
[***] Aircraft – any or all of the remaining thirty (30), of the fifty-two (52) A320-200 model aircraft
originally to be sold by the Seller and purchased by the Buyer pursuant to the Original Agreement,
as of the date hereof to be sold by the Seller and purchased by the Buyer pursuant to this
Agreement as A321-200 model aircraft, and [***] pursuant to this Agreement, together with all
components, equipment, parts and accessories installed in or on such aircraft and the relevant
A321 Propulsion System installed thereon.
A321 LR Aircraft – an A321-200NX type aircraft together with all components, equipment, parts
and accessories installed in or on such aircraft and the A321 LR Propulsion System installed
thereon upon Delivery.
A321 LR Airframe – an A321 LR Aircraft, excluding A321 LR Propulsion System therefor.
A321 LR Propulsion System – as defined in Clause 2.3.8, as set forth in Paragraph 3.4 of Letter
Agreement No. 3.
A321 NEO Aircraft – any or all of the A321 aircraft that have been [***] pursuant to this Agreement
together with all components, equipment, parts and accessories installed in or on such aircraft
and the A321 NEO Propulsion System installed thereon upon Delivery. For the sake of clarity, A321
NEO Aircraft includes the [***], the Incremental A321 NEO Aircraft, the Additional A321 NEO
Aircraft and [***].
A321 NEO Airframe – an A321 NEO Aircraft, excluding the A321 NEO Propulsion System therefor.
A321 NEO Propulsion System – as defined in Clause 2.3.4, as set forth in Paragraph 3.2 of Letter
Agreement No. 3.
[***]
Additional Aircraft – any and all of the Additional A321 Aircraft, Additional A321 NEO Aircraft, [***].
Aircraft – individually or collectively, the Group 1 A320 Aircraft, the [***] Aircraft, the A320 NEO
Aircraft, the [***] Aircraft, the A321 NEO Aircraft, [***], the Incremental A321 Aircraft, the Additional
A321 Aircraft, the Incremental A321 NEO Aircraft, the Additional A321 NEO Aircraft, [***], the A321
LR Aircraft [***], as applicable.
Airframe – as applicable, the A320 Airframe, A320 NEO Airframe, the A321 Airframe, the A321 NEO
Airframe, the A321 LR Airframe [***].
[***] Aircraft – the [***] Aircraft and the [***] Aircraft.
Exhibit 10.6(j)
Base Price of the Airframe – the Base Price of the [***] Airframe, the Base Price of A320 NEO
Airframe, the Base Price of the [***] Airframe, the Base Price of the A321 NEO Airframe, the Base
Price of the Group 1 A320 Airframe, the Base Price of the Incremental A321 Airframe, the Base Price
of the Incremental A321 NEO Airframe, [***] the Base Price of the Additional A321 Airframe, the
Base Price of the Additional A321 NEO Airframe, [***] the Base Price of the A321 LR Airframe [***],
as applicable.
Base Price of the A321 LR Airframe – as defined in Paragraph 4 herein.
[***]
Base Price of the Group 1 A320 Airframe – as defined in Paragraph 4 herein.
[***]
CFM LEAP Propulsion System – the CFM LEAP-1A24 Propulsion System, the CFM LEAP-1A26
Propulsion Systems and the CFM LEAP-1A32 Propulsion System, as applicable.
[***]
IAE LLC Propulsion System – the PW1124G-JM Propulsion System, the PW1127G-JM Propulsion
System and the PW1133G-JM Propulsion System, as applicable.
IAE Propulsion System – the IAE V2524-A5 Propulsion System, the IAE V2527-A5 Propulsion
System and the IAE V2533-A5 Propulsion System, as applicable.
NEO Aircraft – an A320 NEO Aircraft, an A321 NEO Aircraft, an A321 LR Aircraft [***], as applicable.
NEO Propulsion System –the A320 NEO Propulsion System, the A321 NEO Propulsion System, the
A321 LR Propulsion System [***], as applicable.
Standard Specification – the A320 NEO Standard Specification, the A321 Standard Specification,
the A321 NEO Standard Specification, [***], as applicable.
UNQUOTE
2
[***
]
2.1
INTENTIONALLY LEFT
BLANK
2.2    [***]
Exhibit 10.6(j)
2.3    Aircraft Specification
2.3.1
Intentionally Left
Blank
2.3.2    Intentionally Left Blank
2.3.3
The A321 NEO Aircraft SCN List, as set forth in Appendix 4 to this Letter Agreement, is
hereby incorporated into the Agreement and shall also apply to the Incremental A321 NEO
Aircraft, Additional A321 NEO Aircraft [***].
    
2.3.4
The A321 LR Aircraft SCN List, as set forth in Appendix 5 to this Letter Agreement, is hereby
incorporated into the Agreement.
    
2.3.5
[***
]
2.3.7
Clause 2.1.2(iv) is hereby added to the Agreement to read as set forth in the following
quoted text:
QUOTE
2.1.2 (iv) The A321 LR Aircraft, will be manufactured in accordance with the A321 NEO Standard
Specification as may already have been modified or varied at the date of this Agreement by the
Specification Change Notices listed in Appendix 5 to Letter Agreement No. 3, which includes the
following design weights: a maximum take-off weight (MTOW) of [***] metric tons, a maximum
landing weight (MLW) of [***] metric tons and a maximum zero fuel weight (MZFW) of [***] metric
tons as well as [***] ACTs.
UNQUOTE
2.3.7
Intentionally left
blank
Exhibit 10.6(j)
3    PROPULSION SYSTEMS
3.1    Clause 2.3.2 is deleted in its entirety and replaced with the following quoted texted:
QUOTE
2.3.2
The A320 NEO Airframe will be equipped with either a set of two (2) (i) CFMI
LEAP-1A26 engines with an AET of 26,600 lbf or (ii) PW1127G-JM engines with an
AET of 26,800 lbf (each, the “A320 NEO Propulsion System”).
UNQUOTE
3.2    New Clauses 2.3.4, 2.3.5 and 2.3.6 are inserted into the Agreement as set forth in the
following     quoted text:
QUOTE
2.3.4
The A321 NEO Airframe will be equipped with either a set of two (2) (i) CFM
LEAP-1A32 engines with an AET of 32,100 lbf or (ii) PW1133G-JM engines with an
AET of 32,700 lbf (each, the “A321 NEO Propulsion System”).
2.3.5    Intentionally Left Blank
[***]
UNQUOTE
3.3    Clause 2.3.4 of the Agreement is renumbered to Clause 2.3.7.
3.4    Clause 2.3.8 is inserted into the Agreement as set forth in the following quoted text:
QUOTE
2.3.8
The A321 LR Airframe will be equipped with either a set of two (2) (i) CFM LEAP-1A33
engines with an AET of 32,900 lbf or (ii) PW1133G-JM engines with an AET of 32,700
lbf (each, the “A321 LR Propulsion System”).
UNQUOTE
3.5    [***]
Exhibit 10.6(j)
3.6
CFM has informed the Seller of its intention to change the original development engine
designation of all LEAP-X1A Propulsion Systems to LEAP-1A, and IAE LLC has informed the
Seller of its intention to change the original development engine designation of all
PW1100G Propulsion Systems to PW1100G-JM.
The Buyer hereby agrees and accepts that any reference to respectively LEAP-X1A Propulsion
Systems or LEAP-1A Propulsion Systems shall be construed as references to the same engine
types.
The Buyer hereby agrees and accepts that any reference to respectively PW1100G Propulsion
Systems or PW1100G-JM Propulsion Systems shall be construed as references to the same engine
types.
The Buyer hereby acknowledges that any and all claims, concerns or issues it may have in respect
of the foregoing shall be addressed directly to CFM or IAE LLC as applicable, and the Seller hereby
declines any and all responsibility with respect to any modifications to Propulsion System
designations.
4    AIRFRAME BASE PRICES
4.1
New Clauses 3.1.13 and 3.1.14 are added to the Agreement to read as follows in the
quoted text:
QUOTE
3.1.13
The “Base Price of the A321 LR Airframe” is the sum of the following base prices:
(i)
the base price of the A321 LR Airframe as defined in the A321 NEO Standard
Specification including nacelles and thrust reversers, the transatlantic
package with [***] ACTs, [***] MTOW as per Clause 2.1.1 (vii) and excluding
Buyer Furnished Equipment, which is:
USD $[***]
(US Dollars – [***]),
Exhibit 10.6(j)
(ii)
Intentionally left
blank
(iii)
the sum of the base prices of any and all SCNs set forth in Appendix 5 to
this Letter Agreement No.3, which is:
USD $[***]
(US Dollars – [***]), and
(iv)
the base price of the Master Charge Engine, which is applicable if a CFM
LEAP Propulsion System is selected, which is:
USD $[***]    (US Dollars – [***]).
3.1.14
The A321 LR Airframe Base Price has been established in accordance with the
average economic conditions prevailing in the A320 Family Base Period.
UNQUOTE
4.2
New Clauses 3.2.5, 3.2.6 and 3.2.7 are added to the Agreement to read as follows in the
quoted text:
QUOTE
3.2.5
Intentionally Left
Blank
3.2.6
(i)    the base price of a set of two (2) CFM LEAP-1A24 engines (the “CFM
LEAP 1A24 Propulsion System” is
USD $[***]
Exhibit 10.6(j)
(US Dollars – [***])
The Base Price of the CFM LEAP 1A24 Propulsion System has been established in accordance with
the delivery conditions prevailing [***] and has been calculated from the applicable CFM
Propulsion System Reference Price, as set forth in Part 2 of Exhibit C.
Notwithstanding the foregoing, the CFM Propulsion System Reference Price corresponds to the
thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to
reflect thrust rating adjustments upon final NEO specification freeze.
(ii)
the base price of a set of two (2) CFM LEAP-1A32 engines (the “CFM LEAP
1A32 Propulsion System”) is
USD $[***]
(US Dollars – [***])
The Base Price of the CFM LEAP 1A32 Propulsion System has been established in accordance with
the delivery conditions prevailing [***] and has been calculated from the applicable CFM
Propulsion System Reference Price, as set forth in Part 2 of Exhibit C.
(iii)
the base price of a set of two (2) CFM LEAP-1A33 engines (the “CFM LEAP
1A33 Propulsion System”) is
USD $[***]
(US Dollars – [***])
The Base Price of the CFM LEAP 1A33 Propulsion System has been established in accordance with
the delivery conditions prevailing [***] and has been calculated from the applicable CFM
Propulsion System Reference Price, as set forth in Part 2 of Exhibit C.
Notwithstanding the foregoing, the CFM Propulsion System Reference Price corresponds to the
thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to
reflect thrust rating adjustments upon final NEO specification freeze.
        
3.2.7
(i)    the base price of a set of two (2) PW1124G-JM engines (the “PW1124G-
JM Propulsion System”) is
USD $[***]
(US Dollars – [***])
Exhibit 10.6(j)
The Base Price of the PW1124G-JM Propulsion System has been established in accordance with
the delivery conditions prevailing [***] and has been calculated from the applicable IAE LLC
Propulsion System Reference Price, as set forth in Part 4 of Exhibit C.
Notwithstanding the foregoing, the IAE LLC Propulsion System Reference Price corresponds to the
thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to
reflect thrust rating adjustments upon final NEO specification freeze.
(ii)
the base price of a set of two (2) PW1133G-JM engines (the “PW1133G-JM
Propulsion System”) is
USD $[***]
(US Dollars – [***])
The Base Price of the PW1133G-JM Propulsion System has been established in accordance with
the delivery conditions prevailing [***] and has been calculated from the applicable IAE LLC
Propulsion System Reference Price, as set forth in Part 4 of Exhibit C.
Notwithstanding the foregoing, the IAE LLC Propulsion System Reference Price corresponds to the
thrust ratings defined for the respective Propulsion System in Clause 2.3 and may be revised to
reflect thrust rating adjustments upon final NEO specification freeze.
UNQUOTE
4.3
[***
]
5    OTHER COMMERCIAL TERMS
5.1
The Predelivery Payments for [***] Aircraft (excluding [***], is as set forth in Clause 5.3 of
the Agreement as modified by Paragraphs 1.1 and 2 of Letter Agreement No. 2 to the
Agreement.
Exhibit 10.6(j)
5.2
The Predelivery Payments for NEO Aircraft (excluding the Incremental A321 NEO Aircraft,
[***], Additional A321 NEO Aircraft, [***], A321 LR Aircraft [***]) is as set forth in Clause 5.3
of the Agreement as modified by Paragraphs 1.2 and 2 of Letter Agreement No. 2 to the
Agreement.
5.3
The Predelivery Payments for [***] [***] Incremental A321 Aircraft, is as set forth in Clause
5.3 of the Agreement as modified by Paragraphs 1.3 and 2 of Letter Agreement No. 2 to the
Agreement.
5.4
The Predelivery Payments for Incremental A321 NEO Aircraft [***] is as set forth in Clause
5.3 of the Agreement as modified by Paragraphs 1.4 and 2 of Letter Agreement No. 2 to the
Agreement.
5.5
The Predelivery Payments for Additional A321 Aircraft is as set forth in Clause 5.3 of the
Agreement as modified by Paragraphs 1.5 and 2 of Letter Agreement No. 2 to the
Agreement.
5.6
The Predelivery Payments for Additional A321 NEO Aircraft [***] is as set forth in Clause 5.3
of the Agreement as modified by Paragraphs 1.6 and 2 of Letter Agreement No. 2 to the
Agreement.
5.7
The Predelivery Payments for A321 LR Aircraft is as set forth in Clause 5.3 of the Agreement
as modified by Paragraphs 1.7 and 2 of Letter Agreement No. 2 to the Agreement.
5.8
[***
]
5.9    [***]
Exhibit 10.6(j)
5.10
The purchase incentives applicable to the Additional A321 Aircraft are set forth in
Paragraph 10 of Letter Agreement No. 1 to the Agreement.
5.11
The purchase incentives applicable to the A321 NEO Aircraft (excluding Additional A321
NEO Aircraft [***] and Incremental A321 NEO Aircraft are set forth in Paragraph 6 of Letter
Agreement No. 1 to the Agreement.
5.12
The purchase incentives applicable to the Additional A321 NEO Aircraft [***] are set forth in
Paragraph 11 of Letter Agreement No. 1 to the Agreement.
5.13
The purchase incentives applicable to the [***] are set forth in Paragraph 12 of Letter
Agreement No. 1 to the Agreement.
5.14
[***
]
5.15
The [***] applicable to the A321 NEO Aircraft, the A321 LR Aircraft [***] is set forth in
Paragraph 9 of Letter Agreement No. 1 to the Agreement.
6.    NEO AIRCRAFT AND [***]
6.1
Notwithstanding the Delivery Schedule set forth in Clause 9.1 of the Agreement,
[***]
6.2
If the Seller exercises its right pursuant to Paragraph 6.1 above,
[***]
Exhibit 10.6(j)
6.3
Between [***] and [***], the
[***].
6.4
Predelivery Payments received for any NEO Aircraft [***] pursuant to Paragraphs 6.1 or 6.3
above, [***].
[***]
8
ASSIGNMENT
Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter
Agreement and the rights and obligations of the Buyer hereunder 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 8 will be void and of no force or effect.
9    CONFIDENTIALITY
This Letter Agreement is subject to the terms and conditions of Clause 22.10 of the Agreement.
10    COUNTERPARTS
This Letter Agreement 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.
If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy
hereof in the space provided below and return a copy to the Seller.
Very truly yours,
AIRBUS S.A.S.
By: /s/ Christophe Mourey
Its: Senior Vice President Contracts
Accepted and Agreed
JETBLUE AIRWAYS CORPORATION
Exhibit 10.6(j)
By: /s/ Steve Priest
Its: Chief Financial Officer
Exhibit 10.6(j)
APPENDIX 1
INTENTIONALLY LEFT BLANK
Exhibit 10.6(j)
APPENDIX 2
INTENTIONALLY LEFT BLANK
Exhibit 10.6(j)
APPENDIX 3
[***]
Exhibit 10.6(j)
APPENDIX 4
 
 
JETBLUE A321NEO
CUSTOMIZATION BUDGET
PROPOSAL
 
 
 
 
Based on A321-200NX
Standard Specification Issue
1.0 dated 22 April 2016
 
 
A321neo Aircraft
 
 
 
 
 
 
 
 
 
A321-200 NEO
 
 
ATA
TITLE
SCN Budget
$[***]
per aircraft
Estimated
BFE
Budget
$[***]
per
aircraft
Comments
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
 
Exhibit 10.6(j)
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
 
 
 
 
 
 
 
TOTAL OF SCNS AND
ESTIMATED BFE BUDGET –
[***] PER AIRCRAFT(***)
[***]
[***]
 
 
 
 
 
 
Exhibit 10.6(j)
(*) : [***]
(**) Airbus Equivalent Thrust (AET) definition: Mach number 0.25 /ISA+15°C/ sea level
thrust divided by 0.8 (representative of sea level aircraft performance).
 
(***): [***]
 
Exhibit 10.6(j)
APPENDIX 5
 
A321LR
 
Customisation SCN budget
 
JETBLUE AIRWAYS CORPORATION
 
Based on A321-200NX Standard Specification 1.0 dated 22nd April 2016
 
EPAC/TDU
Title
Estimated SCN
budget Price (USD)
per [***]
Comments
 
 
 
ATA 02
CERTIFICATION -
EXTERNAL LIVERY
 
 
 
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
Exhibit 10.6(j)
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
[***]
 
[***]
[***]
[***]
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[***]
[***]
[***]
[***]
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[***]
[***]
[***]
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[***]
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[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
Exhibit 10.6(j)
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
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[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
Exhibit 10.6(j)
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
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[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
Exhibit 10.6(j)
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
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[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
Exhibit 10.6(j)
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
 
 
 
 
 
TOTAL SCN budget(**) per
[***]
$[***]
 
 
 
 
 
(*) Airbus Equivalent Thrust (AET) definition: Mach number 0.25 /ISA+15°C/ sea level thrust divided
by 0.8 (representative of sea level aircraft performance).
[***]
Exhibit 10.6(j)
APPENDIX 6
[***]
Exhibit 10.6(k)
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.

December 31, 2018


AMENDMENT NO. 11

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. 11 (hereinafter referred to as the “Amendment”) is entered into as of December 31, 2018 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 application of [***].

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.


Exhibit 10.6(k)
1[***]


2.    [***]

3MISCELLANEOUS

For purposes of the Agreement, [***].

The obligations of the Seller under this Amendment No. 11 are provided in consideration of the [***].

4EFFECT 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, non-severable part of the Agreement and will 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.

5CONFIDENTIALITY

This Amendment is subject to the confidentiality provisions set forth in Clause 22.10 of the Agreement.


Exhibit 10.6(k)
6ASSIGNMENT

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 6 will be void and of no force or effect.

7COUNTERPARTS
       
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.

8INTERPRETATION 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 PRIESTBy: /S/ BENOIT DE SAINT-EXUPERY


        
Its: Chief Financial Officer (Principal Financial Officer)            Its: Head of Contracts
4814-1729-6563v6
47000.00028
Exhibit 10.7(b)
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.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND
GUARANTY AGREEMENT
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
CREDIT AND GUARANTY AGREEMENT (this “Second Amendment”), dated as of July 29,
2024 among JETBLUE AIRWAYS CORPORATION, a Delaware corporation (the “Borrower”),
CITIBANK, N.A., as administrative agent for the Lenders party to the Credit Agreement referred
to below (in such capacity, together with its successors and permitted assigns in such capacity,
the “Administrative Agent”) and the Consenting Lenders (as defined below).  Unless otherwise
indicated, all capitalized terms used herein and not otherwise defined shall have the respective
meanings provided to such terms in the Credit Agreement referred to below (as amended by this
Second Amendment).
W I T N E S S E T H:
WHEREAS, the Borrower and certain of its subsidiaries from time to time, as
guarantors, the Lenders and the Administrative Agent are parties to the Second Amended and
Restated Credit and Guaranty Agreement dated as of October 21, 2022 (as amended by that
certain First Amendment to the Second Amended and Restated Credit and Guaranty Agreement
dated as of October 17, 2023 and as further amended, modified and supplemented and in effect
on the date hereof, the “Credit Agreement”);
WHEREAS, the Borrower has proposed to (i) extend the Revolving Facility
Maturity Date and (ii) make certain other changes as described herein, in each case on the terms
and conditions set forth herein; and
WHEREAS, each Revolving Lender immediately prior to the effectiveness of this
Second Amendment (each, a “Consenting Lender”) desires to consent to the amendments set
forth herein.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
Section 1 - Credit Agreement Amendments.
(a)Subject to the satisfaction of the conditions set forth in Section 2 hereof,
the Credit Agreement shall be amended to delete the stricken text (indicated textually in
the same manner as the following example: stricken text) and to add the double-underlined
4814-1729-6563v6
text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached hereto as Exhibit A; and
(b)“Annex A” of the Credit Agreement is hereby amended and restated in its
entirety in the form attached hereto as Schedule 1.
Section 2 - Conditions to Effectiveness This Second Amendment shall become
effective on the date when each of the following conditions specified below shall have been
satisfied (the “Second Amendment Closing Date”):
(a)Executed Amendment.  The Administrative Agent shall have received
signed signature pages to this Second Amendment from the Borrower, Citibank, N.A., as
Administrative Agent and the Consenting Lenders.
(b)Supporting Documents.  The Administrative Agent shall have received in
form and substance reasonably satisfactory to the Administrative Agent:
(i)from the Borrower, a certificate of the Secretary of State of the state of
Delaware, dated as of a recent date, as to the good standing of that entity and as to the
charter documents on file in the office of such Secretary of State;
(ii)from the Borrower, a certificate of the Corporate Secretary or an Assistant
Corporate Secretary (or similar officer) of such entity dated the Second Amendment
Closing Date and certifying (A) that attached thereto is a true and complete copy of the
certificate of incorporation and the by-laws of that entity as in effect on the date of such
certification, (B) that attached thereto is a true and complete copy of resolutions adopted
by the board of directors of that entity authorizing the execution, delivery and
performance by it of this Second Amendment, (C) that the certificate of incorporation of
that entity has not been amended since the date of the last amendment thereto indicated
on the certificate of the Secretary of State furnished pursuant to clause (i) above, and
(D) as to the incumbency and specimen signature of each officer of that entity executing
this Second Amendment or any other document delivered by it in connection herewith (in
each case to the extent such entity is a party to such document) (such certificate to
contain a certification by another officer of that entity as to the incumbency and signature
of the officer signing the certificate referred to in this clause (ii)); and
(iii)from the Borrower, an Officer’s Certificate certifying (A) as to the truth in
all material respects of the representations and warranties set forth in Section 3 of this
Second Amendment as though made by it on the Second Amendment Closing Date,
except to the extent that any such representation or warranty relates to a specified date, in
which case as of such date (provided that any representation or warranty that is qualified
by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and
correct in all respects as of the applicable date, before and after giving effect to this
Second Amendment) and (B) as to the absence of any event occurring and continuing, or
resulting from the transactions contemplated hereby to occur on the Second Amendment
Closing Date, that constitutes a Default or an Event of Default.
(c)Opinions of Counsel.  The Administrative Agent shall have received:
(i)a written opinion of Brandon Nelson, General Counsel for the Borrower,
dated the Second Amendment Closing Date, in form and substance reasonably
satisfactory to the Administrative Agent; and
4814-1729-6563v6
(ii)a written opinion of Debevoise & Plimpton LLP, special New York
counsel to the Borrower, dated the Second Amendment Closing Date, in form and
substance reasonably satisfactory to the Administrative Agent.
(d)Payment of Expenses.  The Borrower shall have paid all reasonable and
documented out-of-pocket expenses of the Administrative Agent (including reasonable
attorneys’ fees of Milbank LLP) for which invoices have been presented at least one
Business Day prior to the Second Amendment Closing Date.
(e)Representations and Warranties.  All representations and warranties of the
Borrower set forth in Section 3 of this Second Amendment shall be true and correct in all
material respects on and as of the Second Amendment Closing Date, before and after
giving effect to the transactions contemplated hereby to occur on the Second Amendment
Closing Date, as though made on and as of such date (except to the extent any such
representation or warranty by its terms is made as of a different specified date, in which
case as of such specified date); provided that any representation or warranty that is
qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be
true and correct in all respects, as though made on and as of the applicable date, before
and after giving effect to the transactions contemplated hereby to occur on the Second
Amendment Closing Date.
(f)No Default or Event of Default.  Before and after giving effect to the
transactions contemplated hereby to occur on the Second Amendment Closing Date, no
Default or Event of Default shall have occurred and be continuing on the Second
Amendment Closing Date.
(g)The Administrative Agent shall promptly notify the parties hereto of the occurrence of
the Second Amendment Closing Date. 
Section 3 - Representations and Warranties.  In order to induce the other
parties hereto to enter into this Second Amendment, the Borrower represents and warrants to
each of such other parties that on and as of the date hereof after giving effect to this Second
Amendment:
(a)no Event of Default has occurred and is continuing or would result from
giving effect to the Second Amendment; and
(b)the representations and warranties contained in the Credit Agreement and
the other Loan Documents (other than the representations and warranties set forth in
Sections 3.05(b), 3.06 and 3.09(a) of the Credit Agreement), are true and correct in all
material respects on and as of the date hereof with the same effect as if made on and as of
the date hereof except to the extent that such representations and warranties expressly
relate to an earlier date and in such case as of such date; provided that any representation
or warranty that is qualified by materiality, “Material Adverse Change” or “Material
Adverse Effect” shall be true and correct in all respects, as though made on and as of the
applicable date, before and after giving effect to the Second Amendment.
Section 4 - Reference to and Effect on the Credit Agreement; Ratification.  At
and after the effectiveness of this Second Amendment, each reference in the Credit Agreement to
“this Agreement,” “hereunder,” “hereof’ or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Second
Amendment.  The Credit Agreement and each of the other Loan Documents, as specifically
amended by this Second Amendment, and the obligations of the Borrower hereunder and
4814-1729-6563v6
thereunder, are and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed.  The parties hereto confirm and agree that the term “Obligations” as used
in the Credit Agreement shall include all obligations of the Borrower under the Credit
Agreement, as amended by this Second Amendment.  This Second Amendment shall be deemed
to be a “Loan Document” for all purposes of the Credit Agreement and the other Loan
Documents.  The execution, delivery and effectiveness of this Second Amendment shall not,
except as expressly provided herein, operate as an amendment or waiver of any right, power or
remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor
constitute an amendment or waiver of any provision of any of the Loan Documents.
Section 5 - Execution in Counterparts.  This Second Amendment may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract.  This Second Amendment shall become effective as set forth in Section 2, and from and
after the Second Amendment Closing Date shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, permitted transferees and permitted assigns. 
Delivery of an executed counterpart of a signature page of this Second Amendment by facsimile
or electronic .pdf copy shall be effective as delivery of a manually executed counterpart of this
Second Amendment.
Section 6 - Governing Law.  THIS SECOND AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SECOND AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.  The provisions of Sections 10.05(b)-(d)
and 10.15 of the Credit Agreement are incorporated herein by reference mutatis mutandis.
Section 7 - Waiver of Notice.  The Administrative Agent and each Consenting
Lender waives the requirement for it to receive the notice specified in Section 2.28(d) of the
Credit Agreement with respect to the transactions contemplated by this Second Amendment.
[REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]
Signature Page – Second Amendment
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered as of the day and year above written.
JETBLUE AIRWAYS CORPORATION,
as Borrower
By: /s/ Melinda Maher
Name: Melinda Maher
Title: Treasurer
Signature Page – Second Amendment
CITIBANK, N.A.,
as Administrative Agent
By: /s/ Albert Mari, Jr.
Name: Albert Mari, Jr.
Title: Senior Trust Officer
Annex A to the Second Amendment
CITIBANK, N.A., as Lender
By:  /s/ Michael Leonard
Name: Michael Leonard
Title: Vice President
Annex A to the Second Amendment
BARCLAYS BANK PLC, as Lender
By:  /s/ Charlene Saldanha
Name: Charlene Saldanha
Title: Vice President
Annex A to the Second Amendment
GOLDMAN SACHS BANK USA, as Lender
By:  /s/ Thomas Manning
Name: Thomas Manning
Title: Authorized Signatory
Annex A to the Second Amendment
GOLDMAN SACHS LENDING PARTNERS
LLC, as Lender
By:  /s/ Thomas Manning
Name: Thomas Manning
Title: Authorized Signatory
Annex A to the Second Amendment
BNP PARIBAS, as Lender
By:  /s/ Robert Papas
Name: Robert Papas
Title: Managing Director
By:  /s/ Matthew Beauvais
Name: Matthew Beauvais
Title: Vice-President
Annex A to the Second Amendment
MORGAN STANLEY SENIOR FUNDING, INC.,
as Lender
By:  /s/ Michael King
Name: Michael King
Title: Vice President
Annex A to the Second Amendment
BANK OF AMERICA, N.A., as Lender
By:  /s/ Prathamesh Kshirsagar
Name: Prathamesh Kshirsagar
Title: Director
Annex A to the Second Amendment
NATIXIS, NEW YORK BRANCH, as Lender
By:  /s/ Nicholas Lebonitte
Name: Nicholas Lebonitte
Title: Vice President
By:  /s/ Yevgeniya Levitin
Name: Yevgeniya Levitin
Title: Managing Director
Annex A to the Second Amendment
CRÉDIT AGRICOLE CORPORATE AND
INVESTMENT BANK, as Lender
By:  /s/ Brian Bolotin
Name: Brian Bolotin
Title: Managing Director
By:  /s/ Cecilia Park
Name: Cecilia Park
Title: Managing Director
Schedule 1 to the Second Amendment
Schedule 1
LENDERS AND COMMITMENTS
[Omitted]
Annex A to the Second Amendment
Exhibit A
[Conformed Credit Agreement through the Second Amendment]
1008536250v10
CONFORMED COPY
Marked to Reflect Cumulative Changes Through Amendment No. 2
SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
#4879-1248-8911
dated as of October 21, 2022
among
JETBLUE AIRWAYS CORPORATION,
as Borrower,
THE SUBSIDIARIES OF THE BORROWER PARTY HERETO,
as Guarantors,
THE LENDERS PARTY HERETO,
and
CITIBANK, N.A.,
as Administrative Agent
i
1008536250v10
Table of Contents
Page
SECTION 1. DEFINITIONS1
Section 1.01.Defined Terms1
Section 1.02.Terms Generally5051
Section 1.03.Accounting Terms; GAAP5152
Section 1.04.Divisions5152
Section 1.05.Rates52
SECTION 2. AMOUNT AND TERMS OF CREDIT5253
Section 2.01.Commitments of the Lenders5253
Section 2.02.Letters of Credit5354
Section 2.03.Requests for Loans5859
Section 2.04.Funding of Loans59
Section 2.05.Interest Elections60
Section 2.06.Limitation on SOFR Tranches61
Section 2.07.Interest on Loans61
Section 2.08.Default Interest62
Section 2.09.[Reserved]6263
Section 2.10.Repayment of Loans; Evidence of Debt6263
Section 2.11.Optional Termination or Reduction of Revolving
Commitments63
Section 2.12.Mandatory Prepayment of Loans; Commitment
Termination; Change of Control Offer64
Section 2.13.Optional Prepayment of Loans67
Section 2.14.Increased Costs68
Section 2.15.Break Funding Payments70
Section 2.16.Taxes70
Section 2.17.Payments Generally; Pro Rata Treatment7473
Section 2.18.Mitigation Obligations; Replacement of Lenders7574
Section 2.19.Certain Fees7675
Section 2.20.Commitment Fee and UpfrontAmendment Fee7675
Section 2.21.Letter of Credit Fees76
Section 2.22.Nature of Fees7776
Section 2.23.Right of Set-Off7776
Section 2.24.Security Interest in Letter of Credit Account7877
Section 2.25.Payment of Obligations7877
Section 2.26.Defaulting Lenders7877
Section 2.27.Increase in Commitment8079
Section 2.28.Extension of the Revolving Facility8281
Section 2.29.Benchmark Replacement Setting8583
ii
1008536250v10
Section 2.30.Inability to Determine Rates8685
SECTION 3. REPRESENTATIONS AND WARRANTIES8785
Section 3.01.Organization and Authority8785
Section 3.02.Air Carrier Status8786
Section 3.03.Due Execution8786
Section 3.04.Statements Made8886
Section 3.05.Financial Statements; Material Adverse Change8987
Section 3.06.Ownership of Subsidiaries8987
Section 3.07.Liens8987
Section 3.08.Use of Proceeds8987
Section 3.09.Litigation and Compliance with Laws8988
Section 3.10.FAA Slot Utilization9088
Section 3.11.Margin Regulations; Investment Company Act9088
Section 3.12.Ownership of Collateral9089
Section 3.13.Perfected Security Interests9089
Section 3.14.Payment of Taxes9189
Section 3.15.Anti-Corruption Laws and Sanctions9189
SECTION 4. CONDITIONS OF LENDING9190
Section 4.01.Conditions Precedent to Second Restatement Effective
Date9190
Section 4.02.Conditions Precedent to Each Loan and Each Letter of
Credit9492
SECTION 5. AFFIRMATIVE COVENANTS9694
Section 5.01.Financial Statements, Reports, etc.9694
Section 5.02.Taxes9996
Section 5.03.Stay, Extension and Usury Laws9997
Section 5.04.Corporate Existence9997
Section 5.05.Compliance with Laws9997
Section 5.06.[Reserved]10097
Section 5.07.Delivery of Appraisals10097
Section 5.08.Regulatory Cooperation10199
Section 5.09.Regulatory Matters; Citizenship; Utilization; Collateral
Requirements10299
Section 5.10.Collateral Ownership103100
Section 5.11.Insurance103101
Section 5.12.Additional Guarantors; Grantors; Collateral104101
Section 5.13.Access to Books and Records105102
Section 5.14.Further Assurances106103
Section 5.15.Real Property Assets103
iii
1008536250v10
SECTION 6. NEGATIVE COVENANTS106105
Section 6.01.[Reserved]106105
Section 6.02.[Reserved]106105
Section 6.03.[Reserved]106105
Section 6.04.Disposition of Collateral106105
Section 6.05.[Reserved]107106
Section 6.06.Liens107106
Section 6.07.Business Activities107106
Section 6.08.Liquidity107106
Section 6.09.Collateral Coverage Ratio107106
Section 6.10.Merger, Consolidation, or Sale of Assets109108
Section 6.11.Use of Proceeds110109
SECTION 7. EVENTS OF DEFAULT110109
Section 7.01.Events of Default110109
SECTION 8. THE AGENTS113112
Section 8.01.Administration by Agents113112
Section 8.02.Rights of Administrative Agent114113
Section 8.03.Liability of Agents115113
Section 8.04.Reimbursement and Indemnification116115
Section 8.05.Successor Agents116115
Section 8.06.Independent Lenders117116
Section 8.07.Advances and Payments117116
Section 8.08.Sharing of Setoffs118116
Section 8.09.Withholding Taxes118117
Section 8.10.Appointment by Secured Parties119117
Section 8.11.Erroneous Payments119117
SECTION 9. GUARANTY123121
Section 9.01.Guaranty123121
Section 9.02.No Impairment of Guaranty124122
Section 9.03.Continuation and Reinstatement, etc.124123
Section 9.04.Subrogation125123
Section 9.05.Discharge of Guaranty125123
SECTION 10. MISCELLANEOUS126124
Section 10.01.Notices126124
Section 10.02.Successors and Assigns127125
Section 10.03.Confidentiality132129
Section 10.04.Expenses; Indemnity; Damage Waiver132130
Section 10.05.Governing Law; Jurisdiction; Consent to Service of
Process135133
iv
1008536250v10
Section 10.06.No Waiver136133
Section 10.07.Extension of Maturity136133
Section 10.08.Amendments, etc.136133
Section 10.09.Severability138136
Section 10.10.Headings138136
Section 10.11.Survival138136
Section 10.12.Execution in Counterparts; Integration; Effectiveness
139136
Section 10.13.USA Patriot Act139137
Section 10.14.New Value139137
Section 10.15.WAIVER OF JURY TRIAL140137
Section 10.16.No Fiduciary Duty140137
Section 10.17.Intercreditor Agreements141138
Section 10.18.Registrations with International Registry141138
Section 10.19.Acknowledgment and Consent to Bail-In of EEA
Financial Institutions141138
Section 10.20.Acknowledgment Regarding Any Supported QFCs
142139
v
1008536250v10
INDEX OF APPENDICES
ANNEX A–Commitment Amounts
EXHIBIT A–Form of Instrument of Assumption and Joinder
EXHIBIT B–Form of Assignment and Acceptance
EXHIBIT C–Form of Loan Request
EXHIBIT D –Form of Spare Parts Security Agreement
EXHIBIT E–Form of Aircraft and Spare Engine Mortgage
EXHIBIT F–Form of Slot and Gate Security Agreement
EXHIBIT G–Form of Flight Simulator Security Agreement
EXHIBIT H–Form of ESGKPI Certificate
EXHIBIT I–KPI Targets
SCHEDULE 3.06–Subsidiaries
1008536250v10
SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT,
dated as of October 21, 2022, among JETBLUE AIRWAYS CORPORATION, a Delaware
corporation (“the “Borrower”), the direct and indirect Domestic Subsidiaries of the Borrower
from time to time party hereto, each of the several banks and other financial institutions or
entities from time to time party hereto (the “Lenders”), and CITIBANK, N.A. (“Citibank”), as
administrative agent for the Lenders (together with its permitted successors in such capacity, the
“Administrative Agent”) and BNP Paribas, as sustainability structuring agent (together with its
successors and permitted assigns in such capacity, the “Sustainability Structuring Agent”).
INTRODUCTORY STATEMENT
The Borrower, the various lenders party thereto (the “Existing Lenders”) and the
Administrative Agent are parties to the Amended and Restated Credit Agreement, dated as of
April 6, 2017 (as may have been further amended, supplemented and otherwise modified from
time to time prior to the Second Restatement Date, the “Existing Credit Agreement”).
Each of the Existing Lenders and each other lender party hereto shall become or continue
as a “Lender” under the Existing Credit Facility as amended and restated by this Agreement.
The Borrower has applied to the Lenders for a revolving credit and revolving letter of
credit facility in an aggregate principal amount not to exceed $600,000,000 as set forth herein.
The proceeds of the Loans will be used for working capital and other general corporate
purposes of the Borrower and its Subsidiaries.
To provide guarantees and security for the repayment of the Loans, the reimbursement of
any draft drawn under a Letter of Credit and the payment of the other obligations of the
Borrower and the Guarantors hereunder and under the other Loan Documents, the Borrower and
the Guarantors will, among other things, provide to the Administrative Agent and the Lenders
the following (each as more fully described herein):
(a)a guaranty from each Guarantor of the due and punctual payment and
performance of the Obligations of the Borrower pursuant to Section 9 hereof; and
(b)a security interest in or mortgages (or comparable Liens) with respect to the
Collateral from the Borrower and each other Guarantor (if any) pursuant to the Collateral
Documents.
Accordingly, the parties hereto hereby agree as follows:
1008536250v10
SECTION 1.
DEFINITIONS
Section 1.01.Defined Terms.
“ABR” means, for any day, a rate per annum equal to the highest of (a) the Prime
Rate in effect on such day, (b) the sum of the Federal Funds Rate in effect on such day
plus 0.50% and (c) the sum of Term SOFR for a one-month tenor in effect on such day
plus 1.00%.  Any change in the ABR due to a change in the Prime Rate, the Federal Funds Rate
or Term SOFR shall be effective from and including the effective date of such change in the
Prime Rate, the Federal Funds Rate or Term SOFR, respectively.
“ABR Borrowing” means, as to any Borrowing, the ABR Loans comprising such
Borrowing.
“ABR Loan” means a Loan that bears interest based on the ABR.
“ABR Term SOFR Determination Day” has the meaning specified in the
definition of “Term SOFR”.
“Account” shall mean all “accounts” as defined in the UCC, and all rights to
payment for interest (other than with respect to debt and credit card receivables).
“Account Control Agreements” shall mean each three-party security and control
agreement entered into by any Grantor, the Administrative Agent and a financial institution
which maintains one or more deposit accounts or securities accounts that have been pledged to
the Administrative Agent as Collateral hereunder or under any other Loan Document, in each
case giving the Administrative Agent exclusive control over the applicable account and in form
and substance reasonably satisfactory to the Administrative Agent and as the same may be
amended, restated, modified, supplemented, extended or amended and restated from time to time.
“Account Debtor” shall mean the Person obligated on an Account.
“Additional Collateral” shall mean (a) cash that is denominated in Dollars and
Cash Equivalents pledged to the Administrative Agent (and subject to an Account Control
Agreement), (b) any Eligible Aircraft, Eligible Engines and Eligible Spare Parts of the Borrower
or any Grantor, (c) Slots of the Borrower or any Grantor at any Eligible Airport (which shall
include any Gate Leaseholds necessary for servicing the scheduled air carrier service utilizing
such Slots) and, (d) Flight Simulators and (e) Eligible Real Property Assets, and all of which
assets shall (i) (other than Additional Collateral of the type described in clause (a) above and new
spare Engines subject to proviso (iii) in the first sentence of Section 5.07) be valued by a new
Appraisal at the time the Borrower designates such assets as Additional Collateral and (ii) as of
any date of addition of such assets as Collateral, be subject, to the extent purported to be created
by the applicable Collateral Document, to a perfected first priority Lien and/or mortgage (or
comparable Lien), in favor of the Administrative Agent and otherwise subject only to Permitted
1008536250v10
Liens (excluding those referred to in clauses (5) and (11) of the definition of “Permitted Lien”
and, until the time such assets actually become subject to such Lien on such date, clause (2) of
the definition of “Permitted Liens”).
“Administrative Agent” shall have the meaning set forth in the first paragraph of
this Agreement.
“Administrator” shall have the meaning given it in the Regulations and
Procedures for the International Registry.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b)
any UK Financial Institution.
“Affiliate” shall mean, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with, such Person.  For
purposes of this definition, a Person (a “Controlled Person”) shall be deemed to be “controlled
by” another Person (a “Controlling Person”) if the Controlling Person possesses, directly or
indirectly, power to direct or cause the direction of the management and policies of the
Controlled Person whether by contract or otherwise.
“Agreement” shall mean this Amended and Restated Credit and Guaranty
Agreement, as the same may be amended, restated, modified, supplemented, extended or
amended and restated from time to time.
“Aggregate Exposure” shall mean, with respect to any Lender at any time, an
amount equal to the amount of such Lender’s Revolving Commitment then in effect or, if the
Revolving Commitments have been terminated, the amount of such Lender’s Revolving
Extensions of Credit then outstanding.
“Aggregate Exposure Percentage” shall mean, with respect to any Lender at any
time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to
the Aggregate Exposure of all Lenders at such time.
“Aircraft” means any contrivance invented, used, or designed to navigate, or fly
in, the air.
“Aircraft and Spare Engine Mortgage” means (i) the Mortgage and Security
Agreement dated as of May 29, 2020, entered into by the Borrower and the Administrative
Agent, as ratified on the date hereof and as the same may be amended, restated, modified,
supplemented, extended or amended and restated from time to time or (ii) any other security
agreement, entered into by another Grantor and the Administrative Agent, to pledge Eligible
Aircraft and/or Eligible Engines as Collateral, in substantially the form of Exhibit E (or in such
other form as may be reasonably acceptable to the Administrative Agent and the Borrower).
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“Aircraft Appraiser” shall mean (i) MBA, (ii) IBA, or (iii) any other independent
appraisal firm appointed by the Borrower and reasonably satisfactory to the Administrative
Agent acting at the direction of the Required Lenders.
“Aircraft Protocol” means the official English language text of the Protocol to the
Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft
Equipment adopted on November 16, 2001, at a diplomatic conference in Cape Town, South
Africa, and all amendments, supplements and revisions thereto, as in effect in the United States.
“Airline Merger” means the date on which Sundown Acquisition Corp. (the
“Merger Sub”) is merged with and into Spirit pursuant to the Agreement and Plan of Merger,
dated as of July 28, 2022, among the Borrower, the Merger Sub and Spirit.
“Airport Authority” shall mean any city or any public or private board or other
body or organization chartered or otherwise established for the purpose of administering,
operating or managing airports or related facilities, which in each case is an owner,
administrator, operator or manager of one or more airports or related facilities.
“Anti-Corruption Laws” means all laws, rules and regulations of the United States
applicable to the Borrower or its Subsidiaries from time to time intended to prevent or restrict
bribery or corruption.
“Appliance” shall mean any instrument, equipment, apparatus,  part,
appurtenance, or accessory used, capable of being used, or intended to be used, in operating or
controlling Aircraft in flight, including a parachute, communication equipment, and another
mechanism installed in or attached to Aircraft during flight, and not a part of an Aircraft, Engine,
or Propeller.
“Applicable Margin” shall mean (a) for ABR Loans, 1.001.25% and (b) for SOFR
Loans, 2.002.25%.  Commencing on the first Sustainability Adjustment Date, the Applicable
Margin shall be increased or decreased (or neither increased nor decreased) by the Sustainability
Adjustment as in effect from time to time.
“Appraisal” means any appraisal, dated the date of delivery thereof, prepared by
(A) in the case of Aircraft or Engines, an Aircraft Appraiser, (B) in the case of Slots, MBA or
another independent appraisal firm appointed by the Borrower and reasonably satisfactory to the
Administrative Agent (acting at the direction of the Required Lenders) and, (C) in the case of
Spare Parts or Flight Simulators, ICF (or, in the case of the Other Spare Parts, MBA) or another
independent appraisal firm appointed by the Borrower and reasonably satisfactory to the
Administrative Agent (acting at the direction of the Required Lenders), which certifies, at the
time of determination, in reasonable detail the Appraised Value of Collateral and (D) in the case
of Real Property Assets, a Real Property Appraisal and (v) in the case of  Flight Simulators, is a
“desk-top” appraisal of the fair market value of such Flight Simulators, (w) in the case of
Aircraft or Engines, is a “desk-top” appraisal of the maintenance adjusted market values, except
that any such Aircraft or Engine that is Non-Core Fleet Equipment shall have an assumed value
of zero, (x) in the case of FAA Slots or Gate Leaseholds, whose methodology and form of
1008536250v10
presentation are consistent in all material respects with the methodology and form of presentation
of the Base Slots Appraisal, (y) in the case of Spare Parts, is a “desk-top” appraisal of the fair
market value of such Spare Parts, except that any Spare Parts that are Non-Core Spare Parts shall
have an assumed value of zero, and (z) in the case of any Collateral, which is addressed to the
Administrative Agent and otherwise in form and substance reasonably satisfactory to the
Administrative Agent (acting at the direction of the Required Lenders).
“Appraised Value” shall mean, as of any date of determination, with respect to
any Collateral (other than cash and Cash Equivalents pledged as Collateral), the aggregate fair
market value of such Collateral as reflected in the most recent Appraisal or Appraisals, as the
case may be, delivered to the Administrative Agent in respect of such Collateral in accordance
with this Agreement as of that date (for the avoidance of doubt, except in the case of Pledged
Spare Parts, calculated after giving effect to any additions to or eliminations from the Collateral
since the date of delivery of such Appraisal); provided that:
(i) in the case of any Aircraft or Engines, such Appraisals shall, at the Borrower’s
expense, be prepared by two Aircraft Appraisers and the Appraised Value of the applicable
Aircraft or Engine shall be the average of such two Appraisals;
(ii) if any Slots at an airport have been added to or eliminated from the Collateral
since the most recent Appraisal of the Pledged Slots at such airport and such Appraisal assigned
differing Appraised Values to Pledged Slots at such airport based on criteria set forth therein,
such added or eliminated Slots at such airport shall be assigned an Appraised Value in
accordance with such criteria set forth in such Appraisal for purposes of determining the
Appraised Value of all remaining Pledged Slots; and
(iii) if any new spare Engine added to the Collateral within 90 days after delivery
from the manufacturer to Borrower is an Existing Engine Type, the initial Appraised Value for such
new spare Engine shall be the higher of (x) the highest Appraised Value for any pledged spare
Engines then included in the Collateral of such Existing Engine Type, determined using the most
recent Appraisals delivered to the Administrative Agent in respect of the applicable pledged spare
Engine, or (y) if the Borrower elects to provide new Appraisals with respect to any new spare
Engine being added to the Collateral, the Appraised Value given to such new spare Engine in such
new Appraisals, in each case at the Borrower’s election.
“Approved Fund” shall have the meaning given such term in Section 10.02(b).
“ARB Indebtedness” shall mean, with respect to the Borrower or any of its
Subsidiaries, without duplication, all Indebtedness or obligations of the Borrower or such
Subsidiary created or arising with respect to any limited recourse revenue bonds issued for the
purpose of financing or refinancing improvements to, or the construction or acquisition of,
airport and other related facilities and equipment, the use or construction of which qualifies and
renders interest on such bonds exempt from certain federal or state taxes.
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“Assignment and Acceptance” shall mean an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is required by
Section 10.02), and accepted by the Administrative Agent, substantially in the form of Exhibit B.
“Available Seat Miles” or “ASM” is the product of the number of seats available
and airplane miles traveled of the Borrower. 
“Available Tenor” means, as of any date of determination and with respect to the
then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for
such Benchmark (or component thereof) that is or may be used for determining the length of
an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest
calculated with reference to such Benchmark (or component thereof) that is or may be used for
determining any frequency of making payments of interest calculated with reference to such
Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the
avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of
“Interest Period” pursuant to Section 2.29(d).
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers
by the applicable Resolution Authority in respect of any liability of an Affected Financial
Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country
implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council
of the European Union, the implementing law, regulation, rule or requirement for such EEA
Member Country from time to time which is described in the EU Bail-In Legislation Schedule
and (b) with respect to the United Kingdom,  Part I of the United Kingdom Banking Act 2009 (as
amended from time to time) and any other law, regulation or rule applicable in the United
Kingdom relating to the resolution of unsound or failing banks, investment firms or other
financial institutions or their affiliates (other than through liquidation, administration or other
insolvency proceedings).
“Banking Product Obligations” means, as applied to any Person, any direct or
indirect liability, contingent or otherwise, of such Person in respect of any treasury, depository
and cash management services, netting services and automated clearing house transfers of funds
services, including obligations for the payment of fees, interest, charges, expenses, attorneys’
fees and disbursements in connection therewith.
“Bankruptcy Code” shall mean The Bankruptcy Reform Act of 1978, as
heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.
“Bankruptcy Event” shall mean, with respect to any Person, such Person becomes
the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, custodian, assignee for the benefit of creditors or similar Person charged with the
reorganization or liquidation of its business appointed for it, or, in the good faith determination
of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy
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Event shall not result solely by virtue of any ownership interest, or the acquisition of any
ownership interest, in such Person by a Governmental Authority or instrumentality thereof,
provided, further, that such ownership interest does not result in or provide such Person with
immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Person (or such Governmental
Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or
agreements made by such Person.
“Bankruptcy Law” means the Bankruptcy Code or any similar federal or state law
for the relief of debtors.
“Base Slots Appraisal” shall mean the Appraisal of MBA delivered to the
Administrative Agent on February 20, 2020 in respect of the Borrower’s Slots.
“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a
Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the
then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to
the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to
Section 2.29(a).
“Benchmark Replacement” means, with respect to any Benchmark Transition
Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative
Agent and the Borrower giving due consideration to (i) any selection or recommendation of a
replacement benchmark rate or the mechanism for determining such a rate by the Relevant
Governmental Body or (ii) any evolving or then-prevailing market convention for determining a
benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated
syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;
provided that, if such Benchmark Replacement as so determined would be less than the Floor,
such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement
and the other Loan Documents.
“Benchmark Replacement Adjustment” means, with respect to any replacement of
the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread
adjustment, or method for calculating or determining such spread adjustment, (which may be a
positive or negative value or zero) that has been selected by the Administrative Agent and the
Borrower giving due consideration to (a) any selection or recommendation of a spread
adjustment, or method for calculating or determining such spread adjustment, for the
replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the
Relevant Governmental Body or (b) any evolving or then-prevailing market convention for
determining a spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement for Dollar-denominated syndicated credit facilities at such time.
“Benchmark Replacement Date” means the earliest to occur of the following
events with respect to the then-current Benchmark:
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(a)In the case of clause (a) or (b) of the definition of “Benchmark Transition
Event,” the later of (i) the date of the public statement or publication of information referenced
therein and (ii) the date on which the administrator of such Benchmark (or the published
component used in the calculation thereof) permanently or indefinitely ceases to provide all
Available Tenors of such Benchmark (or such component thereof); or
(b)In the case of clause (c) of the definition of “Benchmark Transition
Event,” the first date on which all Available Tenors of such Benchmark (or the published
component used in the calculation thereof) have been determined and announced by the
regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be
non-representative; provided that such non-representativeness will be determined by reference to
the most recent statement or publication referenced in such clause (c) and even if any Available
Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed
to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the
occurrence of the applicable event or events set forth therein with respect to all then-current
Available Tenors of such Benchmark (or the published component used in the calculation
thereof).
“Benchmark Transition Event” means the occurrence of one or more of the
following events with respect to the then-current Benchmark:
(a)A public statement or publication of information by or on behalf of the
administrator of such Benchmark (or the published component used in the calculation thereof)
announcing that such administrator has ceased or will cease to provide all Available Tenors of
such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the
time of such statement or publication, there is no successor administrator that will continue to
provide any Available Tenor of such Benchmark (or such component thereof);
(b)a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component used in the
calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an
insolvency official with jurisdiction over the administrator for such Benchmark (or such
component), a resolution authority with jurisdiction over the administrator for such Benchmark
(or such component) or a court or an entity with similar insolvency or resolution authority over
the administrator for such Benchmark (or such component), which states that the administrator of
such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of
such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the
time of such statement or publication, there is no successor administrator that will continue to
provide any Available Tenor of such Benchmark (or such component thereof); or
(c)a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component used in the
calculation thereof) announcing that all Available Tenors of such Benchmark (or such
component thereof) are not, or as of a specified future date will not be, representative.
1008536250v10
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to
have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such
Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Start Date” means, in the case of a Benchmark Transition
Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark
Transition Event is a public statement or publication of information of a prospective event, the
90th day prior to the expected date of such event as of such public statement or publication of
information (or if the expected date of such prospective event is fewer than 90 days after such
statement or publication, the date of such statement or publication).
“Benchmark Unavailability Period” means the period (if any) (a) beginning at the
time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark
Replacement has replaced the then-current Benchmark for all purposes hereunder and under any
Loan Document in accordance with Section 2.29 and (b) ending at the time that a Benchmark
Replacement has replaced the then-current Benchmark for all purposes hereunder and under any
Loan Document in accordance with Section 2.29.
“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any
particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person”
will be deemed to have beneficial ownership of all securities that such “person” has the right to
acquire by conversion or exercise of other securities, whether such right is currently exercisable
or is exercisable only after the passage of time.  The terms “Beneficially Owns” and
“Beneficially Owned” have a corresponding meaning.
“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined
under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“Board” shall mean the Board of Governors of the Federal Reserve System of the
United States.
“Board of Directors” means:
(1)with respect to a corporation, the board of directors of the
corporation or any committee thereof duly authorized to act on behalf of such
board;
(2)with respect to a partnership, the Board of Directors of the general
partner of the partnership;
(3)with respect to a limited liability company, the managing member
or members, manager or managers or any controlling committee of managing
members or managers thereof; and
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(4)with respect to any other Person, the board or committee of such
Person serving a similar function.
“Borrower” shall have the meaning set forth in the first paragraph of this
Agreement.
“Borrowing” shall mean the incurrence, conversion or continuation of Loans of a
single Type made from all the Revolving Lenders on a single date and having, in the case of
SOFR Loans, a single Interest Period.
“Borrowing Base” shall mean, as of any date of determination, the sum of:
(a) 62.5% of the aggregate Appraised Value of the Pledged Slots and Pledged
Gate Leaseholds, plus
(b) 60.0% of the aggregate Appraised Value of the Flight Simulators included in
the Collateral at such time (provided that the Appraised Value of Flight Simulators included in
the Borrowing Base shall not exceed 15% of the aggregate Appraised Value of all Collateral),
plus
(c) 75% of the aggregate Appraised Value of the Pledged Engines, plus
(d) 75% of the aggregate Appraised Value of the Pledged Aircraft, plus
(e) 75% of the aggregate Appraised Value of the Pledged Spare Parts; , plus
provided that, if, upon the conclusion of the applicable Spare Parts Pledge Period
the Other Spare Parts are not pledged as Collateral in accordance with this Agreement and the
other Loans Documents,(f) 60% of the aggregate Appraised Value of the Pledged Real Property
Assets (provided that the Appraised Value of all Pledged Spare Parts hereunder shall be reduced
to zero solely for purposes of calculatingReal Property Assets included in the Borrowing Base
until such time as such Other Spare Parts are included in theshall not exceed 15% of the
aggregate Appraised Value of all Collateral), plus
(fg) the sum of (i) 100% of the amount of cash and Cash Equivalents of the type
described in clause (1) of the definition thereof pledged at such time as Collateral and (ii) 62.5%
of the amount of Cash Equivalents of the type described in clauses (2) through (11) of the
definition thereof pledged at such time as Collateral (excluding any cash used to Cash
Collateralize LC Exposure pursuant to Section 2.02(j));
determined (i) in the case of clauses (a)-(ef) above, using the most recent
Appraisals delivered to the Administrative Agent in respect of the applicable Collateral and (ii)
in each case, excluding the Appraised Value of any Collateral that is not Eligible Collateral.
“Business Day” shall mean any day other than a Saturday, Sunday or other day on
which commercial banks in New York City are required or authorized to remain closed (and, for
a Letter of Credit, other than a day on which the Issuing Lender issuing such Letter of Credit is
1008536250v10
closed); provided, however, that when used in connection with the borrowing or repayment of a
SOFR Loan, the term “Business Day” shall mean any U.S. Government Securities Business Day.
“Cape Town Convention” shall mean the official English language text of the
Convention on International Interests in Mobile Equipment, adopted on November 16, 2001 at a
diplomatic conference in Cape Town, South Africa, and all amendments, supplements and
revisions thereto, as in effect in the United States.
“Cape Town Treaty” shall mean, collectively, (a) the Cape Town Convention,
(b) the Aircraft Protocol, and (c) all rules and regulations (including but not limited to the
Regulations and Procedures for the International Registry) adopted pursuant thereto and all
amendments, supplements and revisions thereto.
“Capital Lease Obligation” means, at the time any determination is to be made,
the amount of the liability in respect of a capital lease that would at that time be required to be
capitalized and reflected as a liability on a balance sheet prepared in accordance with GAAP, and
the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be prepaid by the lessee
without payment of a penalty.
“Capital Markets Offering” means any offering of “securities” (as defined under
the Securities Act) in (a) a public offering registered under the Securities Act, or (b) an offering
not required to be registered under the Securities Act (including, without limitation, a private
placement under Section 4(2) of the Securities Act, an exempt offering pursuant to Rule 144A
and/or Regulation S of the Securities Act and an offering of exempt securities).
“Capital Stock” means:
(1)in the case of a corporation, corporate stock;
(2)in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock;
(3)in the case of a partnership or limited liability company,
partnership interests (whether general or limited) or membership interests; and
(4)any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distributions of assets of, the
issuing Person,
but excluding from all of the foregoing any debt securities convertible into
Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.
“[***] KPI” for any Sustainability Adjustment Period, is [***].
1008536250v10
“Cash Collateralization” or “Cash Collateralized” shall have the meaning given
such term in Section 2.02(j).
“Cash Equivalents” means:
(1)direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States (or by any agency
thereof to the extent such obligations are backed by the full faith and credit of the
United States), in each case maturing within one year from the date of acquisition
thereof;
(2)direct obligations of state and local government entities, in each
case maturing within one year from the date of acquisition thereof, which have a
rating of at least A- (or the equivalent thereof) from S&P or A3 (or the equivalent
thereof) from Moody’s;
(3)obligations of domestic or foreign companies and their subsidiaries
(including, without limitation, agencies, sponsored enterprises or instrumentalities
chartered by an Act of Congress, which are not backed by the full faith and credit
of the United States), including, without limitation, bills, notes, bonds,
debentures, and mortgage-backed securities, in each case maturing within one
year from the date of acquisition thereof;
(4)Investments in commercial paper maturing within 365 days from
the date of acquisition thereof and having, at such date of acquisition, a rating of
at least A-2 (or the equivalent thereof) from S&P or P-2 (or the equivalent
thereof) from Moody’s;
(5)Investments in certificates of deposit (including Investments made
through an intermediary, such as the certificated deposit account registry service),
banker’s acceptances, time deposits, eurodollar time deposits and overnight bank
deposits maturing within one year from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or
offered by, any domestic office of any other commercial bank of recognized
standing organized under the laws of the United States or any State thereof that
has a combined capital and surplus and undivided profits of not less than $250.0
million;
(6)fully collateralized repurchase agreements with a term of not more
than six months for underlying securities that would otherwise be eligible for
investment;
(7)Investments in money in an investment company registered under
the Investment Company Act of 1940, as amended, or in pooled accounts or funds
offered through mutual funds, investment advisors, banks and brokerage houses
which invest its assets in obligations of the type described in clauses (1) through
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(6) above.  This could include, but not be limited to, money market funds or short-
term and intermediate bonds funds;
(8)money market funds that (A) comply with the criteria set forth in
SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (B) are
rated AAA (or the equivalent thereof) by S&P and Aaa (or the equivalent thereof)
by Moody’s and (C) have portfolio assets of at least $5.0 billion;
(9)deposits available for withdrawal on demand with commercial
banks organized in the United States having capital and surplus in excess of
$100.0 million;
(10)securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory of
the United States, by any political subdivision or taxing authority of any such
state, commonwealth or territory or by any foreign government, the securities of
which state, commonwealth, territory, political subdivision, taxing authority or
foreign government (as the case may be) are rated at least A- by S&P or A3 by
Moody’s; and
(11)any other securities or pools of securities that are classified under
GAAP as cash equivalents or short-term investments on a balance sheet.
“Change in Law” shall mean, after the Second Restatement Effective Date, (a) the
adoption of any law, rule or regulation after the Second Restatement Effective Date (including
any request, rule, regulation, guideline, requirement or directive promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities, in each case pursuant to
Basel III) or (b) compliance by any Lender or Issuing Lender (or, for purposes of Section
2.14(b), by any lending office of such Lender or Issuing Lender through which Loans and/or
Letters of Credit are issued or maintained or by such Lender’s or Issuing Lender’s holding
company, if any) with any request, guideline or directive (whether or not having the force of law)
of any Governmental Authority made or issued after the Second Restatement Effective Date.
“Change of Control” means the occurrence of any of the following:
(1)the sale, lease, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions, of
all or substantially all of the properties or assets of the Borrower and its
Subsidiaries taken as a whole to any Person (including any “person” (as that term
is used in Section 13(d)(3) of the Exchange Act)); or
(2)the consummation of any transaction (including, without
limitation, any merger or consolidation), the result of which is that any Person
(including any “person” (as defined above)) becomes the Beneficial Owner,
directly or indirectly, of more than 50% of the Voting Stock of the Borrower
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(measured by voting power rather than number of shares), other than (A) any such
transaction where the Voting Stock of the Borrower (measured by voting power
rather than number of shares) outstanding immediately prior to such transaction
constitutes or is converted into or exchanged for a majority of the outstanding
shares of the Voting Stock of such Beneficial Owner (measured by voting power
rather than number of shares), or (B) any merger or consolidation of the Borrower
with or into any Person (including any “person” (as defined above)) which owns
or operates (directly or indirectly through a contractual arrangement) a Permitted
Business (a “Permitted Person”) or a Subsidiary of a Permitted Person, in each
case, if immediately after such transaction no Person (including any “person” (as
defined above)) is the Beneficial Owner, directly or indirectly, of more than 50%
of the total Voting Stock of such Permitted Person (measured by voting power
rather than number of shares).
“Change of Control Offer” shall have the meaning given such term in Section
2.12(g).
“Citibank” has the meaning set forth in the first paragraph of this Agreement.
“[***]” means [***].
“[***]” means [***].
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time.
“Collateral” means (i) the assets and properties of the Grantors upon which Liens
have been granted to the Administrative Agent to secure the Obligations, including without
limitation any Additional Collateral and all of the “Collateral” as defined in the Collateral
Documents, but excluding all such assets and properties released from such Liens pursuant to the
applicable Collateral Document, and (ii) each of the Letter of Credit Account and the Collateral
Proceeds Account, together with all amounts on deposit therein and all proceeds thereof.
“Collateral Coverage Ratio” shall mean, as of any date, the ratio of (i) the
Borrowing Base of the Eligible Collateral as of such date to (ii) the sum, without duplication, of
(x) the Total Revolving Extensions of Credit then outstanding (other than LC Exposure that has
been Cash Collateralized in accordance with Section 2.02(j)), plus (y) the aggregate amount of
all Designated Hedging Obligations that constitute “Obligations” then outstanding (such sum, the
“Total Obligations”).
“Collateral Documents” shall mean, collectively, each Slot and Gate Security
Agreement (if executed and delivered by the Borrower or another Grantor hereunder), each
Aircraft and Spare Engine Mortgage, each Spare Parts Security Agreement, the Flight Simulator
Security Agreement, each Account Control Agreement (if executed and delivered by the
Borrower hereunder), each Real Property Mortgage, and other agreements, instruments or
documents that create or purport to create a Lien in favor of the Administrative Agent for the
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benefit of the Secured Parties, in each case so long as such agreement, instrument or document
shall not have been terminated in accordance with its terms.
“Collateral Material Adverse Effect” shall mean a material adverse effect on the
value of the Collateral, taken as a whole.
“Collateral Proceeds Account” shall mean a segregated account or accounts held
by or under the control of the Administrative Agent into which the Net Proceeds of any
Collateral Sale or Recovery Event may be deposited in accordance with the provisions of this
Agreement.
“Collateral Sale” shall mean any sale of Collateral or series of related sales of
Collateral having an Appraised Value in excess of $25,000,000.
“Commitment” shall mean, as to any Revolving Lender or Issuing Lender at any
time, the Revolving Commitment of such Revolving Lender or Issuing Lender, as the case may
be, at such time.
“Commitment Fee” shall have the meaning set forth in Section 2.20.
“Commitment Fee Rate” shall mean (x) on or prior to the Second Amendment
Closing Date, 0.35% per annum, and (y) 0.45% per annum thereafter. Commencing on the first
Sustainability Adjustment Date, the Commitment Fee Rate shall be increased or decreased by the
Sustainability Adjustment as in effect from time to time.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et
seq.), as amended from time to time, and any successor statute.
“Conforming Changes” means, with respect to either the use or administration of
Term SOFR or the use, administration, adoption or implementation of any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the
definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government
Securities Business Day,” the definition of “Interest Period” or any similar or analogous
definition (or the addition of a concept of “interest period”), timing and frequency of determining
rates and making payments of interest, timing of borrowing requests or prepayment, conversion
or continuation notices, the applicability and length of lookback periods, the applicability of
Section 2.15 and other technical, administrative or operational matters) that the Administrative
Agent and the Borrower decide may be appropriate to reflect the adoption and implementation of
any such rate or to permit the use and administration thereof by the Administrative Agent in a
manner substantially consistent with market practice (or, if the Administrative Agent decides that
adoption of any portion of such market practice is not administratively feasible or if the
Administrative Agent determines that no market practice for the administration of any such rate
exists, in such other manner of administration as the Administrative Agent decides is reasonably
necessary in connection with the administration of this Agreement and the other Loan
Documents.
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"Convertible Notes” shall mean the Borrower’s 0.50% convertible senior notes
due April 1, 2026.
“Convertible Notes Condition” shall be satisfied if a principal amount of the
outstanding Convertible Notes (as of the Second Amendment Closing Date) no less than the
Convertible Notes Threshold have been cancelled, repurchased (and cancelled), defeased or
otherwise satisfied (including by way of deposit of funds in an escrow arrangement reasonably
satisfactory to the Administrative Agent), redeemed, extended and/or refinanced (whether or not
using proceeds of the following) in any combination of the following: (1) any term debt
financing or notes issuance (including any debt securities convertible into Capital Stock), in each
case with a final maturity of (a) five-years (or later) from the date of issuance or (b) January 31,
2030 (or later), (2) any issuance of Qualifying Equity Interests of the Borrower or any of its
Affiliates, (3) internally generated cash (including as a result of asset Dispositions or asset
financings), (4) any capital contribution to the Borrower from a Person other than a Subsidiary of
the Borrower, or (5) any forgiveness and cancellation in whole or in part of the Convertible
Notes.
“Convertible Notes Threshold” means $[***].
“Core Fleet Equipment” shall mean any Aircraft or Engine that, as of any date of
determination, is then part of the Borrower’s (or any of its Subsidiary’s) fleet for operation or
regular service and is not (i) then Stored, (ii) otherwise parked for more than 90 consecutive days
of the such date, in each case except for maintenance, inspection or seasonal non-usage, (iii) of a
type or model that has been designated by the Borrower as non-core to its fleet pursuant to
Section 5.01(f) or (iv) then held out of operation and regular service for sale or other disposition.
“Covered Entity” means any of the following:
(i)a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b);
(ii)a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 47.3(b); or
(iii)a “covered FSI” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 382.2(b).
“Default” means any event that, unless cured or waived, is, or with the passage of
time or the giving of notice or both would be, an Event of Default.
“Default Right” has the meaning assigned to that term in, and shall be interpreted
in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“Defaulting Lender” shall mean, at any time, any Revolving Lender that (a) has
failed, within two (2) Business Day of the date required to be funded or paid by it hereunder, to
fund or pay (x) any portion of the Revolving Loans or (y) any other amount required to be paid
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by it hereunder to the Administrative Agent or any other Lender (or its banking Affiliates),
unless, in the case of clause (x) above, such Lender notifies the Administrative Agent and the
Borrower in writing that such failure is the result of such Lender’s good faith determination that
a condition precedent to funding (specifically identified and including the particular default, if
any) has not been satisfied, (b) has notified the Borrower, the Administrative Agent or any other
Lender in writing, or has made a public statement to the effect, that it does not intend or expect to
comply with any of its funding obligations (i) under this Agreement (unless such writing or
public statement indicates that such position is based on such Lender’s good faith determination
that a condition precedent (specifically identified and including the particular default, if any) to
funding a loan under this Agreement cannot be satisfied) or (ii) generally under other agreements
in which it commits to extend credit, (c) has failed, within three (3) Business Days after request
by the Administrative Agent, any other Lender or the Borrower, acting in good faith, to provide a
confirmation in writing from an authorized officer or other authorized representative of such
Lender that it will comply with its obligations (and is financially able to meet such obligations)
to fund prospective Loans under this Agreement, which request shall only have been made after
the conditions precedent to borrowings have been met, provided that such Lender shall cease to
be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s, such other
Lender’s or the Borrower’s, as applicable, receipt of such confirmation in form and substance
satisfactory to it and the Administrative Agent, (d) has become, or has had its Parent Company
become, the subject of a Bankruptcy Event or Bail-In Action; provided that a Revolving Lender
shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity
interest in that Revolving Lender or any direct or indirect parent company thereof by a
Governmental Authority so long as such ownership interest does not result in or provide such
Revolving Lender with immunity from the jurisdiction of courts within the United States or from
the enforcement of judgments or writs of attachment on its assets or permit such Revolving
Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts
or agreements made with such Revolving Lender.  If the Administrative Agent determines that a
Revolving Lender is a Defaulting Lender under any of clauses (a) through (d) above, such
Revolving Lender will be deemed to be a Defaulting Lender upon notification of such
determination by the Administrative Agent to the Borrower, and the Revolving Lenders.
“Designated Banking Product Agreement” means any agreement evidencing
Designated Banking Product Obligations entered into by the Borrower and any Person that, at the
time such Person entered into such agreement, was a Lender or a banking Affiliate of a Lender,
in each case designated by the relevant Lender and the Borrower, by written notice to the
Administrative Agent, as a “Designated Banking Product Agreement”; provided that, so long as
any Revolving Lender is a Defaulting Lender, such Revolving Lender shall not have any rights
hereunder with respect to any Designated Banking Product Agreement entered into while such
Revolving Lender was a Defaulting Lender.
“Designated Banking Product Obligations” means any Banking Product
Obligations, in each case as designated by any Lender (or a banking Affiliate thereof) and the
Borrower from time to time and agreed to by the Administrative Agent as constituting
“Designated Banking Product Obligations,” which notice shall include (i) a copy of an
agreement providing an agreed-upon maximum amount of Designated Banking Product
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Obligations that can be included as Obligations, and (ii) the acknowledgment of such Lender (or
such banking Affiliate) that its security interest in the Collateral securing such Designated
Banking Product Obligations shall be subject to the Loan Documents.
“Designated Hedging Agreement” means any Hedging Agreement entered into by
the Borrower and any Person that, at the time such Person entered into such Hedging Agreement,
was a Lender or an Affiliate of a Lender, as designated by the relevant Lender (or Affiliate of a
Lender) and the Borrower, by written notice to the Administrative Agent, as a “Designated
Hedging Agreement,” which notice shall include a copy of an agreement providing for (i) a
methodology agreed to by the Borrower, such Lender or Affiliate of a Lender, and the
Administrative Agent for reporting the outstanding amount of Designated Hedging Obligations
under such Designated Hedging Agreement from time to time, (ii) an agreed-upon maximum
amount of Designated Hedging Obligations under such Designated Hedging Agreement that can
be included as Obligations, and (iii) the acknowledgment of such Lender or Affiliate of a Lender
that its security interest in the Collateral securing such Designated Hedging Obligations shall be
subject to the Loan Documents; provided that, after giving effect to such designation, the
aggregate agreed-upon maximum amount of all “Designated Hedging Obligations” included as
Obligations shall not exceed 10% of the original Total Revolving Commitment in effect on the
Second Restatement Effective Date in the aggregate; provided, further, that so long as any
Revolving Lender is a Defaulting Lender, such Revolving Lender shall not have any rights
hereunder with respect to any Designated Hedging Agreement entered into while such Revolving
Lender was a Defaulting Lender.
“Designated Hedging Obligations” means, as applied to any Person, all Hedging
Obligations of such Person under Designated Hedging Agreements after taking into account the
effect of any legally enforceable netting arrangements included in such Designated Hedging
Agreements; it being understood and agreed that, on any date of determination, the amount of
such Hedging Obligations under any Designated Hedging Agreement shall be determined based
upon the “settlement amount” (or similar term) as defined under such Designated Hedging
Agreement or, with respect to a Designated Hedging Agreement that has been terminated in
accordance with its terms, the amount then due and payable (exclusive of expenses and similar
payments but including any termination payments then due and payable) under such Designated
Hedging Agreement.
“Disposition” shall mean, with respect to any property, any sale, lease, sale and
leaseback, conveyance, transfer or other disposition thereof.  The terms “Dispose” and “Disposed
of” shall have correlative meanings.
“Disqualified Stock” of any Person means any Capital Stock of such Person that,
by its terms (or by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or upon the
happening of any event (other than as a result of a Change of Control or other similar event or
asset sale or Disposition), (i) matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise (other than as a result of a Change of Control or other similar event or
asset sale or Disposition), (ii) is convertible or exchangeable for Indebtedness or Disqualified
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Stock, or (iii) is redeemable at the option of the holder of the Capital Stock, in whole or in part
(other than as a result of a Change of Control or other similar event or asset sale or Disposition),
on or prior to the date that is 91 days after the Revolving Facility Maturity Date (determined as
of the date of its issuance).  Notwithstanding the preceding sentence, any Capital Stock of the
Borrower that would constitute Disqualified Stock of the Borrower solely because the holders of
the Capital Stock have the right to require the Borrower to repurchase such Capital Stock upon
the occurrence of a Change of Control or other similar event or asset sale or Disposition will not
constitute Disqualified Stock if the terms of such Capital Stock provide that the Borrower may
not repurchase or redeem any such Capital Stock pursuant to such provisions on or prior to the
date that is 91 days after the Revolving Facility Maturity Date (determined as of the date of its
issuance).
“Dollars” and “$” shall mean lawful money of the United States of America.
“Domestic Subsidiary” shall mean any Subsidiary of the Borrower that was
formed under the laws of the United States or any state of the United States or the District of
Columbia or that guarantees, or pledges any property or assets to secure, any Obligations or
Junior Secured Debt.
“DOT” shall mean the United States Department of Transportation and any
successor thereto.
“EEA Financial Institution” means (a) any credit institution or investment firm
established in any EEA Member Country which is subject to the supervision of an EEA
Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of
an institution described in clause (a) of this definition, or (c) any financial institution established
in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b)
of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union,
Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any
person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.
“[***] KPI” for each Sustainability Adjustment Period, [***].
“Eligible Account” shall mean any Account owned by the Borrower or another
Grantor meeting the criteria and eligibility standards which are agreed upon by the Borrower and
the Administrative Agent at the time of the initial pledge of Accounts to the Administrative
Agent pursuant to the applicable Collateral Document.
“Eligible Aircraft” shall mean Airbus model A319, A220, A320 or A321 family
aircraft or Embraer model E190 family aircraft, in each case that (i) is owned by the Borrower or
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any other applicable Grantor, (ii) constitutes Core Fleet Equipment and (iii) is eligible for the
benefits of Section 1110.
“Eligible Airport” means John F. Kennedy International Airport, LaGuardia
Airport, Ronald Reagan Washington National Airport or any other airport located in the United
States reasonably acceptable to the Administrative Agent.
“Eligible Assignee” shall mean (a) a commercial bank having total assets in
excess of $1,000,000,000, (b) a finance company, insurance company or other financial
institution or fund, in each case reasonably acceptable to the Administrative Agent, which in the
ordinary course of business extends credit of the type contemplated herein or invests therein and
has total assets in excess of $200,000,000 and whose becoming an assignee would not constitute
a prohibited transaction under Section 4975 of the Code or Section 406 of ERISA, (c) any
Lender or any Affiliate of any Lender, provided that such Affiliate has total assets in excess of
$200,000,000, (d) an Approved Fund of any Lender, provided that such Approved Fund has total
assets in excess of $200,000,000, and (e) any other financial institution reasonably satisfactory to
the Administrative Agent, provided that such financial institution has total assets in excess of
$200,000,000; provided, further, that so long as no Event of Default has occurred and is
continuing, no (i) airline, commercial air freight carrier, air freight forwarder or entity engaged in
the business of parcel transport by air or (ii) Affiliate of any Person described in clause (i) above
(other than any Affiliate of such Person as a result of common control by a Governmental
Authority or instrumentality thereof, any Affiliate of such Person who becomes a Lender with
the consent of the Borrower in accordance with Section 10.02(b), and any Affiliate of such
Person under common control with such Person which Affiliate is not actively involved in the
management and/or operations of such Person), shall constitute an Eligible Assignee; provided;
further, that none of the Borrower, any Guarantor or any Affiliate of the Borrower or any
Guarantor shall constitute an Eligible Assignee.
“Eligible Collateral” shall mean, on any date of determination, all Collateral on
which the Administrative Agent shall, as of such date, have, to the extent purported to be created
by the applicable Collateral Document, a valid and perfected first priority Lien and/or mortgage
(or comparable Lien) and which is otherwise subject only to Permitted Liens; provided, with
respect to any Collateral having an aggregate Appraised Value of 10% or more (determined on
the date such Collateral was added as Collateral) of the sum of the aggregate Appraised Value of
all Eligible Collateral plus Pledged Cash and Cash Equivalents on which the Administrative
Agent shall have been granted a valid and perfected first priority Lien and/or mortgage (or
comparable Lien) subject only to Permitted Liens in any individual transaction or series of
substantially simultaneous transactions, at any time when the Administrative Agent shall not
have received Appraisals, pursuant to Section 5.07 or otherwise pursuant to this Agreement, with
respect to substantially all of the existing Eligible Collateral within the 180-day period preceding
the date on which such Collateral is pledged (a “180-day Period”), such Collateral shall not,
solely for purposes of satisfying the conditions set forth in Section 6.09(c) in connection with
any release of Collateral requested by the Borrower pursuant to Section 6.09(c), constitute
Eligible Collateral until the earlier of (x) the date on which the Administrative Agent shall have
held such Lien and/or mortgage (or comparable Lien) for at least ninety (90) continuous days
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from the grant or perfection thereof prior to its constituting Eligible Collateral or (y) the date on
which the Administrative Agent shall have received Appraisals (including, for purposes of this
clause (y), all Appraisals received during such 180-Day Period), as applicable, pursuant to
Section 5.07 or otherwise pursuant to this Agreement, with respect to substantially all of the
other Collateral.
“Eligible Engine” shall mean any Engine suitable for installation on an Eligible
Aircraft or any other Engine reasonably acceptable to the Administrative Agent, in each case that
is owned by the Borrower or any other applicable Grantor, and that (i) is not subject to a
sublease, loan or similar arrangement (other than any Permitted Disposition), (ii) constitutes
Core Fleet Equipment and (iii) is eligible for the benefits of Section 1110.
“Eligible Spare Parts” shall mean any Spare Parts and Appliances, in each case
that are owned by the Borrower or any other applicable Grantor and that are eligible for the
benefits of Section 1110.
“Eligible Real Property Assets” shall mean Real Property Assets consisting of any
hangar at John F. Kennedy International Airport, Boston Logan International Airport or Orlando
International Airport, in each case owned by, or ground leased by, the Borrower or any other
Grantor whether on the Second Amendment Closing Date or thereafter.
“Engine” shall mean an engine used, or intended to be used, to propel an Aircraft,
including a part, appurtenance, and accessory of such Engine, except a Propeller.
“Environmental Laws” shall mean all applicable laws (including common law),
statutes, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or legally
binding agreements issued, promulgated or entered into by or with any Governmental Authority,
relating to the environment, preservation or reclamation of natural resources, the handling,
treatment, storage, disposal, Release or threatened Release of, or the exposure of any Person
(including employees) to, any Hazardous Materials.
“Environmental Liability” shall mean any liability (including any liability for
damages, natural resource damage, costs of environmental investigation, remediation or
monitoring or costs, fines or penalties) resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, disposal
or the arrangement for disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the Release or threatened Release of any Hazardous Materials into the
environment or (e) any contract, agreement, lease or other consensual arrangement pursuant to
which liability is assumed or imposed with respect to any of the foregoing.
“Equity Interests” shall mean Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is convertible into, or
exchangeable for, Capital Stock).
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated thereunder.
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“Erroneous Payment” shall have the meaning given such term in Section 8.11(a).
“Erroneous Payment Deficiency Assignment” shall have the meaning given such
term in Section 8.11(d).
“Erroneous Payment Impacted Class” shall have the meaning given such term in
Section 8.11(d).
“Erroneous Payment Return Deficiency” shall have the meaning given such term
in Section 8.11(d).
“Erroneous Payment Subrogation Rights” shall have the meaning given such term
in Section 8.11(e).
“ESG Agency” means, Vigeo Eiris, or another internationally recognized
and independent provider of ESG ratings mutually agreed between the Borrower and the
Sustainability Structuring Agent in accordance with, and subject to the provisions of, the
second proviso of the definition of “Sustainability Adjustment”.
“ESG Certificate” means a certificate substantially in the form of Exhibit H
delivered by the Borrower to the Administrative Agent in accordance with Section 5.01(j).
“ESG Report” means any final report issued by the ESG Agency to the Borrower
from time to time that includes the ESG Score of the Borrower.
“ESG Report Date” means any date following the Second Restatement Date on
which a yearly ESG Report has been issued by the ESG Agency to the Borrower, which yearly
ESG report is expected to be released annually on or about July 1st (and in any event no later
than August 1st) of each calendar year, commencing with the first such date following the
Second Restatement Date.
“ESG Score” means the environmental, social and governance (“ESG”) score
assigned to the Borrower from time to time by the ESG Agency as shown in the most recent ESG
Report issued to the Borrower.
“Escrow Accounts” shall mean accounts of the Borrower or any Subsidiary,
solely to the extent any such accounts hold funds set aside by the Borrower or any Subsidiary to
manage the collection and payment of amounts collected, withheld or incurred by the Borrower
or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding
and backup withholding tax, employment taxes, transportation excise taxes and security related
charges, (b) any and all state and local income tax withholding, employment taxes and related
charges and fees and similar taxes, charges and fees, including, but not limited to, state and local
payroll withholding taxes, unemployment and supplemental unemployment taxes, disability
taxes, workman’s or workers’ compensation charges and related charges and fees, (c) state and
local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel
occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to
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various administrators, institutions, authorities, agencies and entities, (e) other similar federal,
state or local taxes, charges and fees (including without limitation any amount required to be
withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise
pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized
interest accounts, debt service reserve accounts, escrow accounts and other similar accounts or
funds established in connection with the ARB Indebtedness.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule
published by the Loan Market Association (or any successor person), as in effect from time to
time.
“Event of Default” shall have the meaning given such term in Section 7.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Excluded Subsidiary” means each Subsidiary of the Borrower that is a captive
insurance company and is prohibited from becoming a Guarantor pursuant to applicable rules
and regulations.
“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap
Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the
grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee
thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or
order of the Commodity Futures Trading Commission (or the application or official
interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an
“eligible contract participant” as defined in the Commodity Exchange Act and the regulations
thereunder at the time the Guarantee of such Guarantor or the grant of such security interest
becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a
master agreement governing more than one swap, such exclusion shall apply only to the portion
of such Swap Obligation that is attributable to swaps for which such Guarantee or security
interest is or becomes illegal.
“Excluded Taxes” shall mean, with respect to the Administrative Agent, any
Lender, any Issuing Lender or any other recipient of any payment to be made by or on account of
any Obligation of the Borrower or any Guarantor hereunder or under any Loan Document,
(a) any Taxes based on (or measured by) its net income, profits or capital, or any franchise taxes,
imposed (i) by the United States of America or any political subdivision thereof or by the
jurisdiction under the laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office is located or (ii) as a
result of a present or former connection between such recipient and the jurisdiction imposing
such Taxes (other than a connection arising from such recipient’s having executed, delivered,
enforced, become a party to, performed its obligations under, received payments under, received
or perfected a security interest under, or engaged in any other transaction pursuant to, or
enforced, this Agreement or any Loan Document, or sold or assigned an interest in this
Agreement or any Loan Document), (b) any branch profits Taxes imposed by the United States
of America or any similar Tax imposed by any other jurisdiction in which such recipient is
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located, (c) in the case of a Lender, any withholding Taxes imposed on amounts payable to or for
the account of such Lender with respect to an applicable interest in a Loan or Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan
or Commitment (other than pursuant to an assignment request by the Borrower under Section
2.18) or (ii) such Lender changes its lending office, except in each case to the extent that,
pursuant to Section 2.16(a), amounts with respect to such Taxes were payable either to such
Lender’s assignor immediately before such Lender became a party hereto or to such Lender
immediately before it changed its lending office, (d) in the case of a Lender, any withholding
Tax that is attributable to such Lender’s failure to deliver the documentation described in Section
2.16(f) or 2.16(g) and (e) any U.S. withholding Tax that is imposed by reason of FATCA.
“Existing Credit Agreement” has the meaning set forth in the recitals to this
Agreement.
“Existing Engine Type” shall have the meaning given to such term in Section
5.07.
“Existing Lenders” has the meaning set forth in the recitals to this Agreement.
“Existing Revolver” means the Portfolio Loan Account Agreement and related
Portfolio Loan Account Terms and Conditions, each dated on or about July 23, 2012, between
the Borrower and Morgan Stanley Bank, N.A.
“Extended Revolving Commitment” shall have the meaning given to such term in
Section 2.28(a).
“Extension” shall have the meaning given to such term in Section 2.28(a).
“Extension Amendment” shall have the meaning given to such term in Section
2.28(c).
“Extension Offer” shall have the meaning given to such term in Section 2.28(a).
“Extension Offer Date” shall have the meaning given to such term in Section
2.28(a).
“FAA” shall mean the Federal Aviation Administration of the United States of
America and any successor thereto.
“FAA Slots” shall mean, in the case of airports in the United States, at any time,
the right and operational authority to conduct one Instrument Flight Rule (as defined in Title 14)
scheduled landing or take-off operation at a specific time or during a specific time period at any
airport at which landings or take-offs are restricted, including, without limitation, slots and
operating authorizations, whether pursuant to FAA or DOT regulations or orders pursuant to
Title 14, Title 49 or other federal statutes now or hereinafter in effect.
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“Facility” or “Revolving Facility” shall mean the Revolving Commitments and
the Revolving Loans made and Letters of Credit issued thereunder.
“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of
this Agreement, any amended or successor provisions that are substantively comparable thereto
and not materially more onerous to comply with, any current or future regulations or official
interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the
Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any
intergovernmental agreement, treaty or convention among Governmental Authorities and
implementing such Sections of the Code.
“Federal Funds Rate” shall mean, for any day, the greater of (a) the rate calculated
by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by
depositary institutions (as determined in such manner as the Federal Reserve Bank of New York
shall set forth on its public website from time to time) and published on the next succeeding
Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate and
(b) 0%.
“Federal Reserve Board” means the Board of Governors of the Federal Reserve
System of the United States.
“Fees” shall collectively mean the Commitment Fees, the UpfrontAmendment
Fees, Letter of Credit Fees and other fees referred to in Sections 2.19 and 2.20.
“First Amendment Effective Date” means October 17, 2023.
“Flight Simulator Security Agreement” means (i) the Security Agreement, dated
as of May 29, 2020, entered into by the Borrower and the Administrative Agent, as ratified on
the date hereof and as the same may be amended, restated, modified, supplemented, extended or
amended and restated from time to time, or (ii) any other security agreement, entered into by
another Grantor and the Administrative Agent, to pledge Flight Simulators as Collateral, in
substantially the form as attached as Exhibit G (or in such other form as may be reasonably
acceptable to the Administrative Agent and the Borrower).
“Flight Simulators” shall mean the flight simulators and flight training devices of
the Borrower or any other applicable Grantor (including, without limitation, any such simulators
or training devices located on a Real Property Asset).
“Floor” means a rate of interest equal to 0%.
“Foreign Lender” shall mean any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is located.  For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.
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“Foreign Subsidiary” shall mean any direct or indirect Subsidiary of the Borrower
which is not a Domestic Subsidiary.
“GAAP” shall mean generally accepted accounting principles in the United States
of America, which are in effect from time to time, including those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants, statements and pronouncements of the Financial Accounting Standards Board, such
other statements by such other entity as have been approved by a significant segment of the
accounting profession and the rules and regulations of the SEC governing the inclusion of
financial statements in periodic reports required to be filed pursuant to Section 13 of the
Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar
written statements from the accounting staff of the SEC.
“Gate Leasehold” means, at any time, all of the right, title, privilege, interest and
authority, now held or hereafter acquired, of the Borrower or a Guarantor in connection with the
right to use or occupy space in an airport terminal at any airport.
“Governmental Authority” shall mean the government of the United States of
America, any other nation or any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank organization, or other
entity exercising executive, legislative, judicial, taxing or regulatory powers or functions of or
pertaining to government.  Governmental Authority shall not include any Person in its capacity
as an Airport Authority.
“Grantor” shall mean the Borrower and any Guarantor that shall at any time
pledge Collateral under a Collateral Document.
“Guarantee” means a guarantee (other than (a) by endorsement of negotiable
instruments for collection or (b) customary contractual indemnities, in each case in the ordinary
course of business), direct or indirect, in any manner including, without limitation, by way of a
pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all
or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to
maintain financial statement conditions).
“Guaranteed Obligations” shall have the meaning given such term in Section
9.01(a).
“Guarantors” shall mean, collectively, each Domestic Subsidiary of the Borrower
that becomes pursuant to Section 5.12, a party to the Guarantee contained in Section 9.  As of the
Second Restatement EffectiveAmendment Closing Date, there are no Guarantors.
“Guaranty Obligations” shall have the meaning given such term in Section
9.01(a).
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“Hazardous Materials” shall mean all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or
petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon
gas, infectious or medical wastes and all other substances or wastes of any nature that are
regulated pursuant to, or could reasonably be expected to give rise to liability under any
Environmental Law.
“Hedging Agreement” shall mean any agreement evidencing Hedging
Obligations.
“Hedging Obligations” means, with respect to any Person, all obligations and
liabilities of such Person under:
(1) interest rate swap agreements (whether from fixed to floating or from
floating to fixed), interest rate cap agreements and interest rate collar agreements;
(2) other agreements or arrangements designed to manage interest rates or
interest rate risk; and
(3) other agreements or arrangements designed to protect such Person
against fluctuations in currency exchange rates, fuel prices or other commodity
prices, but excluding (x) clauses in purchase agreements and maintenance
agreements pertaining to future prices and (y) fuel purchase agreements and fuel
sales that are for physical delivery of the relevant commodity.
“IATA” means the International Air Transport Association and any successor
thereto.
“IBA” means International Bureau of Aviation (IBA Group).
“ICF” shall mean ICF International, Inc.
“Immaterial Subsidiary” shall mean any Subsidiary of the Borrower for which (a)
the assets of such Subsidiary constitute no more than 7.0% of the total assets of the Borrower and
its Subsidiaries on a consolidated basis (determined as of the last day of the most recent fiscal
quarter of the Borrower for which financial statements are available to the Administrative Agent
pursuant to Section 5.01) and (b) the revenues of such Subsidiary account for no more than 7.0%
of the total revenues of the Borrower and its Subsidiaries on a consolidated basis for the twelve-
month period ending on the last day of the most recent fiscal quarter of the Borrower for which
financial statements are available to the Administrative Agent pursuant to Section 5.01; provided
that the total assets of all Immaterial Subsidiaries shall not exceed, in the aggregate, (x) 12.0% of
the total assets of the Borrower and its Subsidiaries on a consolidated basis (determined as of the
last day of the most recent fiscal quarter of the Borrower for which financial statements are
available to the Administrative Agent pursuant to Section 5.01) or (y) 12.0% of the total
revenues of the Borrower and its Subsidiaries on a consolidated basis for the twelve-month
period ending on the last day of the most recent fiscal quarter of the Borrower for which financial
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statements are available to the Administrative Agent pursuant to Section 5.01; provided, further
that (i) a Subsidiary will not be considered to be an Immaterial Subsidiary if it (1) directly or
indirectly guarantees, or pledges any property or assets to secure, any Obligations or Junior
Secured Debt or (2) owns any properties or assets that constitute Collateral and (ii) if one or
more Subsidiaries of the Borrower becomes an Immaterial Subsidiary by operation of the
preceding proviso, the Borrower shall be entitled from time to time, in its sole discretion, to
designate in writing to the Administrative Agent one or more Subsidiaries of the Borrower as
Subsidiaries that shall constitute “Material Subsidiaries” (and cease to be Immaterial
Subsidiaries), so long as, after giving effect to such designation(s), all remaining Immaterial
Subsidiaries meet the requirements of the preceding proviso and the Borrower has complied with
the requirements of Section 5.12.
“Increase Effective Date” shall have the meaning given such term in Section
2.27(a).
“Increase Joinder” shall have the meaning given such term in Section 2.27(c).
“Indebtedness” means, with respect to any specified Person, any indebtedness of
such Person (excluding accrued expenses and trade payables), whether or not contingent:
(1)in respect of borrowed money;
(2)evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof);
(3)in respect of banker’s acceptances;
(4)representing Capital Lease Obligations;
(5)representing the balance deferred and unpaid of the purchase price
of any property or services due more than six months after such property is
acquired or such services are completed, but excluding in any event trade
payables arising in the ordinary course of business; or
(6)representing any Hedging Obligations,
if and to the extent any of the preceding items (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person
prepared in accordance with GAAP.  In addition, the term “Indebtedness” includes all
Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not
such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included,
the Guarantee by the specified Person of any Indebtedness of any other Person.  Indebtedness
shall be calculated without giving effect to the effects of Financial Accounting Standards Board
Accounting Standards Codification 815 – Derivatives and Hedging and related interpretations to
the extent such effects would otherwise increase or decrease an amount of Indebtedness for any
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purpose under this Agreement as a result of accounting for any embedded derivatives created by
the terms of such Indebtedness.
For the avoidance of doubt, Banking Product Obligations do not constitute
Indebtedness.
“Indemnified Taxes” shall mean Taxes other than Excluded Taxes imposed on or
with respect to any payments made by the Borrower or any Guarantor under this Agreement or
any other Loan Document.
“Indemnitee” shall have the meaning given such term in Section 10.04(b).
“Intercreditor Agreement” shall have the meaning given such term in Section
10.17.
“Interest Election Request” shall mean a request by the Borrower to convert or
continue a Borrowing in accordance with Section 2.05.
“Interest Payment Date” shall mean (a) as to any SOFR Loan having an Interest
Period of one or three months, the last day of such Interest Period, (b) as to any SOFR Loan
having an Interest Period of more than three months, each day that is three months, or a whole
multiple thereof, after the first day of such Interest Period and the last day of such Interest Period
and (c) with respect to ABR Loans, the last Business Day of each March, June, September and
December.
“Interest Period” shall mean, as to any Borrowing of SOFR Loans, the period
commencing on the date of such Borrowing (including as a result of a conversion from ABR
Loans) or on the last day of the preceding Interest Period applicable to such Borrowing and
ending on (but excluding) the numerically corresponding day (or if there is no corresponding
day, the last day) in the calendar month that is one, three or six months (or, if available to all
applicable Lenders and agreed to by all Lenders, twelve months) thereafter, as the Borrower may
elect in the related notice delivered pursuant to Section 2.03 or 2.05; provided that (i) if any
Interest Period would end on a day which shall not be a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall end on the next
preceding Business Day, and (ii) no Interest Period shall end later than the applicable
Termination Date.
“International Interest” shall mean an “international interest” as defined in the
Cape Town Treaty.
“International Registry” shall mean the “International Registry” as defined in the
Cape Town Treaty.
“Investments” means, with respect to any Person, all direct or indirect investments
made by such Person in other Persons (including Affiliates) in the forms of loans (including
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Guarantees or other obligations), advances (but excluding advance payments and deposits for
goods and services in the ordinary course of business) or capital contributions (excluding
commission, travel and similar advances to officers, employees and consultants made in the
ordinary course of business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities of other Persons, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
“Issuing Lender” shall mean, in respect of any Letter of Credit, any Lender
agreeing to act in the capacity as issuer of such Letter of Credit hereunder, which Lender shall be
reasonably satisfactory to the Borrower and the Administrative Agent.  Each Issuing Lender
may, in its reasonable discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of such Issuing Lender reasonably acceptable to the Borrower, which Affiliate shall
agree in writing reasonably acceptable to the Borrower to be bound by the provisions of the Loan
Documents applicable to an Issuing Lender, in which case the term “Issuing Lender” shall
include any such Affiliate with respect to Letters of Credit issued by such Affiliate.
“JetBlue” means JetBlue Airways Corporation, a Delaware corporation.
“Junior Lien Cap” means, as of any date of determination, the aggregate amount
of Junior Secured Debt that may be incurred by the Borrower and any Guarantor such that, after
giving pro forma effect to such incurrence and the application of the net proceeds therefrom the
Total Collateral Coverage Ratio shall be no less than 1.0 to 1.0.
“Junior Secured Debt” shall mean Indebtedness that is secured by a Lien on
Collateral that is junior to the Liens securing the Obligations and permitted to be secured by a
Lien on Collateral under Section 6.06.
“Junior Secured Debt Documents” shall mean each indenture, credit agreement
and other agreements, instruments and notes evidencing Junior Secured Debt, and each other
agreement executed in connection therewith, as each may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms hereof.
(a)“KPI Certificate” means a certificate substantially in the form of Exhibit H
delivered by the Borrower to the Administrative Agent in accordance with Section 5.01(j).
(b)“KPI Metrics” mean, with respect to each Sustainability Adjustment
Period, [***].
(c)“KPI Metrics Auditor” means, Verifavia, or any replacement auditor
thereof as designated from time to time by the Borrower; provided that any such replacement
KPI Metrics Auditor shall be (a) a qualified external reviewer (other than an Affiliate of the
Borrower) with relevant expertise, such as an auditor, environmental or social impact consultant
and/or independent ratings agency of recognized standing or (b) another firm designated by the
Borrower and identified to the Administrative Agent, so long as Lenders constituting the
Required Lenders do not object to such designation pursuant to this clause (b) within five
Business Days after the Borrower has identified the proposed firm to the Administrative Agent.
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(d)“KPI Metrics Report” means any final report issued by the KPI Metrics
Auditor to the Borrower from time to time that includes a verification of the KPI Metrics.
(e)“KPI Metrics Report Date” means any date following the Second
Amendment Closing Date on which a yearly KPI Metrics Report has been issued by the KPI
Metrics Auditor to the Borrower, which yearly KPI Metrics Report is expected to be released
within fifteen (15) days after the end of the second fiscal quarter of each fiscal year (and in any
event no later than August 1st), commencing on or about July 1, 2025.
“KPI Targets” means for each Sustainability Adjustment Period, the targets for
each KPI Metric set forth in Exhibit I.
“LC Commitment” shall mean, with respect to any Issuing Lender, an amount
equal to the Revolving Commitment of such Issuing Lender from time to time.
“LC Disbursement” shall mean a payment made by an Issuing Lender pursuant to
a Letter of Credit issued by it.
“LC Exposure” shall mean, at any time, with respect to any Revolving Lender that
is an Issuing Lender, the sum of (i) the aggregate maximum undrawn amount of all outstanding
Letters of Credit issued by it at such time plus (ii) the aggregate amount of all LC Disbursements
made by it that have not yet been reimbursed by or on behalf of the Borrower at such time;
provided, that in the case of any escalating Letter of Credit where the face amount thereof is
subject to escalation with no conditions, the applicable Issuing Lender’s LC Exposure with
respect to such Letter of Credit shall be determined by referring to the maximum face amount to
which such Letter of Credit may be so escalated.
“Lenders” shall have the meaning set forth in the first paragraph of this
Agreement.
“Letter of Credit” shall mean any irrevocable letter of credit issued pursuant to
Section 2.02, which letter of credit shall be (i) a standby letter of credit, (ii) issued for general
corporate purposes of the Borrower or any Subsidiary of the Borrower; provided that in any case
the account party of a Letter of Credit must be the Borrower, (iii) denominated in Dollars and
(iv) otherwise in such form as may be reasonably approved from time to time by the
Administrative Agent and the applicable Issuing Lender.
“Letter of Credit Account” shall mean the account established by the Borrower
under the sole and exclusive control of the Administrative Agent maintained at the office of the
Administrative Agent at 388 Greenwich Street, New York, NY 10013, designated as the
“JetBlue MOU Pledge Account” that shall be used solely for the purposes set forth herein.
“Letter of Credit Fees” shall mean the fees payable in respect of Letters of Credit
pursuant to Section 2.21.
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“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or similar encumbrance of any kind in respect of such asset, whether or not filed,
recorded or otherwise perfected under applicable law (but excluding any lease, sublease, use or
license agreement or swap agreement or similar arrangement by any Grantor described in clause
(e) or (f) of the definition of “Permitted Disposition”), including any conditional sale or other
title retention agreement, any option or other agreement to sell or give a security interest in and,
except in connection with any Qualified Receivables Transaction, any agreement to give any
financing statement under the UCC (or equivalent statutes) of any jurisdiction.
“Liquidity” shall mean the sum of (i) all unrestricted cash and Cash Equivalents
of the Borrower and its Domestic Subsidiaries (excluding, for the avoidance of doubt, any cash
or Cash Equivalents held in accounts subject to Account Control Agreements or otherwise then
pledged to secure any other Indebtedness), (ii) the aggregate principal amount committed and
available to be drawn by the Borrower and its Domestic Subsidiaries (taking into account all
borrowing base limitations, collateral coverage requirements or other restrictions on borrowing
availability) under all revolving credit facilities (including this Facility and the Existing
Revolver) of the Borrower and its Domestic Subsidiaries and (iii) to the extent not being used to
repay other Indebtedness, the scheduled net proceeds of any Capital Markets Offering of the
Borrower or any of its Domestic Subsidiaries that has priced but has not yet closed (until the
earliest of the closing thereof, the termination thereof without closing or the date that falls five
(5) Business Days after the initial scheduled closing date thereof); provided, that any Liquidity
contributed by Immaterial Subsidiaries that is in excess of 10% of the total Liquidity, and any
amounts described in clauses (i) through (iii) that are held by any Receivables Subsidiary or
Excluded Subsidiary, shall be excluded from the calculation of Liquidity.
“Loan Request” shall mean a request by the Borrower, executed by a Responsible
Officer of the Borrower, for a Loan in accordance with Section 2.03 in substantially the form of
Exhibit C.
“Loans” shall mean the Revolving Loans.
“Loan Documents” shall mean this Agreement, the Collateral Documents, any
Intercreditor Agreement and any other instrument or agreement (which is designated as a Loan
Document therein) executed and delivered by the Borrower or a Guarantor to the Administrative
Agent, any Issuing Lender or any Lender, in each case, as the same may be amended, restated,
modified, supplemented, extended or amended and restated from time to time in accordance with
the terms hereof.
“Margin Stock” shall have the meaning given such term in Section 3.11(a).
“Material Adverse Change” shall mean any event, development or circumstance
that has had or would reasonably be expected to have a Material Adverse Effect.
“Material Adverse Effect” shall mean (i) a material adverse effect on (a) the
consolidated business, operations or financial condition of the Borrower and its Subsidiaries,
taken as a whole, (b) the validity or enforceability of any of the Loan Documents or the rights or
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remedies of the Administrative Agent and the Lenders thereunder, or (c) the ability of the
Borrower and the Guarantors, collectively, to pay the Obligations or (ii) a Collateral Material
Adverse Effect.
“Material Indebtedness” shall mean Indebtedness of the Borrower or one or more
Guarantors (other than the Loans and obligations relating to Letters of Credit) outstanding under
the same agreement in a principal amount exceeding $150,000,000.
“MBA” means Morten Beyer & Agnew.
“Minimum Extension Condition” shall have the meaning given such term in
Section 2.28(b).
“Moody’s” shall mean Moody’s Investors Service, Inc.
“Mortgaged Collateral” shall mean all of the “Collateral” as defined in each
Aircraft and Spare Engine Mortgage (including as supplemented by any Mortgage Supplement).
“Net Proceeds” means the aggregate cash and Cash Equivalents received by the
Borrower or any of its Subsidiaries in respect of any Collateral Sale (including, without
limitation, any cash or Cash Equivalents received in respect of or upon the sale or other
disposition of any non-cash consideration received in any Collateral Sale) or Recovery Event, net
of:  (a) the direct costs and expenses relating to such Collateral Sale and incurred by the
Borrower or a Subsidiary (including the sale or disposition of such non-cash consideration) or
any such Recovery Event, including, without limitation, legal, accounting and investment
banking fees, and sales commissions, and any relocation expenses incurred as a result of the
Collateral Sale or Recovery Event, taxes paid or payable as a result of the Collateral Sale or
Recovery Event, in each case, after taking into account any available tax credits or deductions
and any tax sharing arrangements; (b) any reserve for adjustment or indemnification obligations
in respect of the sale price of such asset or assets established in accordance with GAAP; and (c)
any portion of the purchase price from a Collateral Sale placed in escrow pursuant to the terms of
such Collateral Sale (either as a reserve for adjustment of the purchase price, or for satisfaction
of indemnities in respect of such Collateral Sale) until the termination of such escrow.
“Net Proceeds Amount” shall have the meaning given such term in Section
2.12(a).
“New Lender” shall have the meaning given such term in Section 2.27(a).
“Non-Core Fleet Equipment” means (i) any Aircraft or Engine that no longer
constitutes Core Fleet Equipment and (ii) any Non-Core Spare Parts.
“Non-Core Spare Parts” means, if as of any date of determination, all of a specific
type or model of Aircraft or Engine no longer constitutes Core Fleet Equipment, any such Spare
Parts and Appliances that are appropriate for incorporation in, installation on, attachment or
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appurtenance to, or use in, solely such model or type of Aircraft or Engine (and not any other
model or type of Aircraft or Engine that then constitutes Core Fleet Equipment).
“Non-Defaulting Lender” shall mean, at any time, a Revolving Lender that is not
a Defaulting Lender.
“Non-Extending Lender” shall have the meaning given such term in Section
10.08(g).
“Obligations” shall mean the unpaid principal of and interest on (including
interest accruing after the maturity of the Loans and interest accruing after the filing of any
petition of bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding), the Loans, the Designated Hedging Obligations, the
Designated Banking Product Obligations, and all other obligations and liabilities of the Borrower
to the Administrative Agent, any Issuing Lender or any Lender (or (i) in the case of Designated
Hedging Obligations, any obligee with respect to such designated Hedging Obligations who was
a Lender or an Affiliate of a Lender when the related Designated Hedging Agreement was
entered into, or (ii) in the case of Designated Banking Product Obligations, any obligee with
respect to such Designated Banking Product Obligations who was a Lender or a banking
Affiliate of any Lender at the time the related Designated Banking Product Agreement was
entered into), whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which arise under this Agreement or any other Loan Document,
whether on account of principal, interest, reimbursement obligations, fees, indemnities, out-of-
pocket costs, and expenses (including all fees, charges and disbursements of counsel to the
Administrative Agent, any Issuing Lender or any Lender that are required to be paid by the
Borrower pursuant hereto) or otherwise; provided, however, that the aggregate amount of all
Designated Hedging Obligations (valued in accordance with the definition thereof) at any time
outstanding that shall be included as “Obligations” shall not exceed 10% of the original Total
Revolving Commitment in effect on the Second Restatement Effective Date; provided, further,
that in no event shall the Obligations include Excluded Swap Obligations.
“OFAC” means the U.S. Department of Treasury’s Office of Foreign Assets
Control.
“Officer” means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such
Person.
“Officer’s Certificate” shall mean a certificate signed on behalf of the Borrower
by an Officer of the Borrower.
“Other Facility” means that certain Credit and Guaranty Agreement, dated as of
March 30, 2020, as amended, supplemented and otherwise modified from time to time.
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“Other Spare Parts” shall have the meaning given such term in Section 5(a)(9).
“Other Taxes” shall mean any and all present or future court, stamp, mortgage,
intangible, recording, filing or documentary taxes or any other similar charges or similar levies
arising from any payment made hereunder or from the execution, performance, delivery,
registration of or enforcement of this Agreement or any other Loan Document.
“Outstanding Letters of Credit” shall have the meaning given such term in Section
2.02(j).
“Parent Company” means, with respect to a Revolving Lender, the bank holding
company (as defined in Federal Reserve Board Regulation Y), if any, of such Revolving Lender,
and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the
shares of such Revolving Lender.
“Participant” shall have the meaning given such term in Section 10.02(d).
“Participant Register” shall have the meaning given such term in Section
10.02(d).
“Patriot Act” shall mean the USA PATRIOT Act, Title III of Pub.  L.  107-56,
signed into law on October 26, 2001 and any subsequent legislation that amends or supplements
such Act or any subsequent legislation that supersedes such Act.
“Payment Recipient” shall have the meaning given such term in Section 8.11.
“Payroll Accounts” shall mean depository accounts used only for payroll.
“Permitted Business” means any business that is the same as, or reasonably
related, ancillary, supportive or complementary to, or a reasonable extension of, the business in
which the Borrower and its Subsidiaries are engaged on the date of this Agreement.
“Permitted Disposition” shall mean any of the following:
(a)the Disposition of Collateral permitted under the applicable Collateral
Documents;
(b)the Disposition of cash or Cash Equivalents constituting Collateral in
exchange for other cash or Cash Equivalents constituting Collateral and having reasonably
equivalent value therefor; provided that this clause (b) shall not permit any Disposition of the
Letter of Credit Account or any amounts on deposit therein;
(c)sales or dispositions of surplus, obsolete, negligible or uneconomical
assets no longer used in the business of the Borrower and the other Grantors, including (i) returns
of Slots to the FAA and (ii) Dispositions of Non-Core Fleet Equipment;
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(d)Dispositions of Collateral among the Grantors (including any Person that
shall become a Grantor simultaneous with such Disposition in the manner contemplated by
Section 5.12); provided that:
(i)such Collateral remains at all times subject to a Lien with the same priority and
level of perfection as was the case immediately prior to such Disposition (and otherwise subject
only to Permitted Liens) in favor of the Administrative Agent for the benefit of the Secured
Parties following such Disposition,
(ii)concurrently therewith, the Grantors shall execute any documents and take any
actions reasonably required to create, grant, establish, preserve or perfect such Lien in
accordance with the other provisions of this Agreement or the Collateral Documents,
(iii)concurrently therewith or promptly thereafter, the Administrative Agent, for the
benefit of the Secured Parties, shall receive an Officer’s Certificate, with respect to the matters
described in clauses (i) and (ii) hereof and, if reasonably requested by the Administrative Agent,
an opinion of counsel to the Borrower (which may be in-house counsel) as to the validity and
perfection of such Lien on the Collateral, in each case in form and substance reasonably
satisfactory to the Administrative Agent,
(iv)concurrently with any Disposition of Collateral to any Person that shall become a
Grantor simultaneous with such Disposition in the manner contemplated by Section 5.12, such
Person shall have complied with the requirements of Section 5.12(b); provided further that this
clause (d) shall not permit any Disposition of the Letter of Credit Account or any amounts on
deposit therein, and
(v)the preceding provisions of clauses (i) through (iv) shall not be applicable to any
Disposition resulting from a merger or consolidation permitted by Section 6.10; and
(e)(i)  abandonment of Slots and Gate Leaseholds; provided that such
abandonment is (A) in connection with the downsizing of any hub or facility which does not
materially and adversely affect the business of the Borrower and its Subsidiaries, taken as a
whole, (B) in the ordinary course of business consistent with past practices and does not
materially and adversely affect the business of the Borrower and its Subsidiaries, taken as a
whole, (C) reasonably determined by the Borrower to relate to Collateral of de minimis value or
surplus to the Borrower’s needs or (D) required by the DOT, the FAA or other Governmental
Authority and, in the case of any such abandonment under this clause (i), does not have a
Collateral Material Adverse Effect,
(ii)exchange of FAA Slots in the ordinary course of business that in the Borrower’s
reasonable judgment are of reasonably equivalent value (so long as the FAA Slots received in
such exchange are concurrently pledged as Additional Collateral and constitute Eligible
Collateral, and such exchange would not result in a Collateral Material Adverse Effect),
1008536250v10
(iii)the termination of leases or subleases or airport use or license agreements in the
ordinary course of business to the extent such terminations do not have a Collateral Material
Adverse Effect, or
(iv)any other lease or sublease of, or use or license agreements with respect to, assets
and properties that constitute Slots or Gate Leaseholds in the ordinary course of business and
swap agreements or similar arrangements with respect to Slots in the ordinary course of business
and which lease, sublease, use or license agreement or swap agreement or similar arrangement
(A) has a term of one year or less, or does not extend beyond two comparable IATA traffic
seasons (and contains no option to extend beyond either of such periods), (B) has a term
(including any option period) longer than allowed in clause (A); provided, however, that (x) in
the case of each transaction pursuant to this clause (B), an Officer’s Certificate is delivered to the
Administrative Agent concurrently with or promptly after the applicable Grantor’s entering into
any such transaction that (i) immediately after giving effect to such transaction the Collateral
Coverage Ratio (excluding, for purposes of calculating such ratio, the proceeds of such
transaction and the intended use thereof) would be no less than 1.0 to 1.0, (ii) the Administrative
Agent’s Liens on Collateral subject to such lease, sublease, use, license agreement or swap or
similar arrangement are not materially adversely affected (it being understood that no Permitted
Lien shall be deemed to have such an effect) and (iii) no Event of Default exists at the time of
such transaction, and (y) immediately after giving effect to any transaction pursuant to this clause
(B), the aggregate Appraised Value of Collateral subject to transactions covered by this
clause (B) shall not exceed $30,000,000, (C) is for purposes of operations by another airline
operating under a brand associated with the Borrower or otherwise operating routes at the
Borrower’s direction under a code share agreement, capacity purchase agreement, pro-rate
agreement or similar arrangement between such airline and the Borrower or (D) is subject and
subordinated to the rights (including remedies) of the Administrative Agent under the applicable
Collateral Documents on terms reasonably satisfactory to the Administrative Agent; and
(f)the lease or sublease of assets and properties in the ordinary course of
business; provided that, the rights of the lessee or sublessee shall be subordinated to the rights
(including remedies) of the Administrative Agent under the applicable Collateral Document on
terms reasonably satisfactory to the Administrative Agent.
“Permitted Liens” means:
(1)Liens held by the Administrative Agent securing the Obligations;
(2)Liens securing Junior Secured Debt in an aggregate principal
amount (as of the date of incurrence of any such Junior Secured Debt and after
giving pro forma effect to the application of the net proceeds therefrom), not
exceeding the Junior Lien Cap, provided that such Liens shall (x) rank junior to
the Liens in favor of the Administrative Agent securing the Obligations and (y) be
subject to an Intercreditor Agreement reasonably acceptable to the Administrative
Agent, the Required Lenders and the Borrower;
1008536250v10
(3)Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded; provided that any
reserve or other appropriate provision as is required in conformity with GAAP has
been made therefor;
(4)Liens imposed by law, including carriers’, warehousemen’s,
landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of
business;
(5)Liens arising by operation of law in connection with judgments,
attachments or awards which do not constitute an Event of Default hereunder;
(6)Liens created for the benefit of (or to secure) the Obligations or
any Guaranty Obligations;
(7)(A) any overdrafts and related liabilities arising from treasury,
netting, depository and cash management services or in connection with any
automated clearing house transfers of funds, in each case as it relates to cash or
Cash Equivalents, if any, and (B) Liens arising by operation of law or that are
contractual rights of set-off in favor of the depository bank or securities
intermediary in respect of the Letter of Credit Account or the Collateral Proceeds
Account;
(8)licenses, sublicenses, leases and subleases by any Grantor as they
relate to any aircraft, airframe, engine, Mortgaged Collateral or any Additional
Collateral and to the extent (A) such licenses, sublicenses, leases or subleases do
not interfere in any material respect with the business of the Borrower and its
Subsidiaries, taken as a whole, and in each case, such license, sublicense, lease or
sublease is to be subject and subordinate to the Liens granted to the
Administrative Agent pursuant to the Collateral Documents, and in each case,
would not result in a Collateral Material Adverse Effect or (B) otherwise
expressly permitted by the Collateral Documents;
(9)salvage or similar rights of insurers, in each case as it relates to any
aircraft, airframe, engine, Mortgaged Collateral or any Additional Collateral, if
any;
(10)in each case as it relates to any aircraft, Liens on appliances, parts,
components, instruments, appurtenances, furnishings and other equipment
installed on such aircraft and separately financed by a Grantor, to secure such
financing;
(11)Liens incurred in the ordinary course of business of the Borrower
or any Subsidiary of the Borrower with respect to obligations that do not exceed
in the aggregate $7,500,000 at any one time outstanding; and
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(12)Liens on Collateral permitted under the Collateral Document
granting a Lien on such Collateral.; and
(13)Easements (including reciprocal easement agreements), rights-of-
way, building, zoning and similar restrictions, utility agreements, covenants,
reservations, restrictions, encroachments, charges, and other similar
encumbrances or title defects incurred, leases or subleases, licenses or
sublicenses, or occupancy agreements granted to others, whether or not of record
and whether now in existence or hereafter entered into, in the ordinary course of
business, which do not in the aggregate materially interfere with the ordinary
conduct of the business of the Borrower and its Subsidiaries, taken as a whole.
“Person” shall mean any natural person, corporation, division of a corporation,
partnership, limited liability company, trust, joint venture, association, company, estate,
unincorporated organization, Airport Authority or Governmental Authority or any agency or
political subdivision thereof.
“Platform” means Debt Domain or another similar electronic system.
“Pledged Aircraft” means, as of any date, the Eligible Aircraft included in the
Collateral as of such date.
“Pledged Cash and Cash Equivalents” means, as of any date, the amount of cash
and Cash Equivalents included in the Collateral as of such date.
“Pledged Engines” means, as of any date, the Eligible Engines included in the
Collateral as of such date.
“Pledged Gate Leaseholds” means, as of any date, the Gate Leaseholds included
in the Collateral as of such date.
“Pledged Real Property Assets” means, as of any date, the Eligible Real Property
Assets included in the Collateral as of such date.
“Pledged Slots” means, as of any date, the Slots included in the Collateral as of
such date.
“Pledged Spare Parts” means, as of any date, the Eligible Spare Parts included in
the Collateral as of such date.
“Prime Rate” shall mean the rate of interest per annum publicly announced from
time to time by the Person acting as the Administrative Agent as its prime rate in effect at its
principal office in New York City.  The Prime Rate is a reference rate and does not necessarily
represent the lowest or best rate actually charged to any customer.  The Administrative Agent or
any Issuing Lender or Lender may make commercial loans or other loans at rates of interest at,
above or below the Prime Rate.  Any change in the Prime Rate shall take effect at the opening of
business on the day specified in the public announcement of such change.
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“Professional User” shall have the meaning given it in the Regulations and
Procedures for the International Registry.
“Propeller” shall mean any propeller, including any part, appurtenance, and
accessory of a propeller.
“Put Exposure” means the principal amount of Loans, LC Exposure and unused
Revolving Commitments that Lenders have elected be prepaid, discharged and terminated,
respectively, pursuant to Section 2.12(g) in response to a Change of Control Offer.
“QEC Kits” means the quick engine change kits of any Grantor.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and
shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
“QFC Credit Support” has the meaning assigned to it in Section 10.20.
“Qualified Receivables Transaction” means any transaction or series of
transactions entered into by the Borrower or any of its Subsidiaries pursuant to which the
Borrower or any of its Subsidiaries sells, conveys or otherwise transfers to (a) a Receivables
Subsidiary or any other Person (in the case of a transfer by the Borrower or any of its
Subsidiaries) and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or
grants a security interest in, any accounts receivable (whether now existing or arising in the
future) of the Borrower or any of its Subsidiaries, and any assets related thereto including,
without limitation, all Equity Interests and other investments in the Receivables Subsidiary, all
collateral securing such accounts receivable, all contracts and all guarantees or other obligations
in respect of such accounts receivable, proceeds of such accounts receivable and other assets
which are customarily transferred or in respect of which security interests are customarily
granted in connection with asset securitization transactions involving accounts receivable, other
than assets that constitute Collateral or proceeds of Collateral.
“Qualified Replacement Assets” means Additional Collateral of any of the types
described in clauses (b), (c) and (d) of the definition of “Additional Collateral”.
“Qualifying Equity Interests” means Equity Interests of the Borrower other than
Disqualified Stock of the Borrower.
“Ratings” shall mean as of any date of determination, the corporate credit rating
as determined by S&P or the corporate family rating as determined by Moody’s, as applicable, of
the Borrower.
“Real Property Appraisal” means, with respect to any Real Property Asset, as of
any date, a then-current appraisal of the Real Property Asset, that is prepared by a member of the
Appraisal Institute selected by the Administrative Agent’s independent appraisal group, that (i)
meets the minimum appraisal standards for national banks promulgated by the Comptroller of the
Currency pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement
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Act of 1989, as amended (FIRREA) and complies with the Uniform Standards of Professional
Appraisal Practice (USPAP), (ii) is state licensed or state certified if required under the laws of
the state where the applicable Property is located, and (iii) is otherwise reasonably satisfactory to
Administrative Agent.
“Real Property Assets” shall mean those parcels of real property owned in fee or
ground leased by the Borrower or any other Grantor designated by the Borrower and together
with, in each case, all of Borrower’s or Grantor’s (as applicable) right, title and interest in and to
all buildings, improvements, facilities, appurtenant fixtures and equipment, easements and other
property and rights incidental or appurtenant to the ownership or ground leasing of such parcel of
real property.  Notwithstanding the foregoing, no real property located in an area identified as a
special flood hazard area by the Federal Emergency Management Agency or other applicable
agency, in accordance with any of (i) the National Flood Insurance Reform Act of 1994 (which
comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster
Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the
Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute
thereto or (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in
effect or any successor statute thereto, shall be a Real Property Asset for purposes hereof.
“Real Property Mortgages” shall mean the mortgages, deeds of trust and other
security documents granting a Lien on any Real Property Assets of the Borrower or any Grantor,
together with its interest in such property, to secure the Obligations, each in a form reasonably
satisfactory to the Administrative Agent.
“Receivables Subsidiary” means a Subsidiary of the Borrower which engages in
no activities other than in connection with the financing of accounts receivable and which is
designated by the Board of Directors of the Borrower (as provided below) as a Receivables
Subsidiary (a) no portion of the Indebtedness or any other obligations (contingent or otherwise)
of which (1) is guaranteed by the Borrower or any Subsidiary of the Borrower (other than
comprising a pledge of the Capital Stock or other interests in such Receivables Subsidiary (an
“incidental pledge”), and excluding any guarantees of obligations (other than the principal of,
and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with a Qualified Receivables
Transaction), (2) is recourse to or obligates the Borrower or any Subsidiary of the Borrower in
any way other than through an incidental pledge or pursuant to representations, warranties,
covenants and indemnities entered into in the ordinary course of business in connection with a
Qualified Receivables Transaction or (3) subjects any property or asset of the Borrower or any
Subsidiary of the Borrower (other than accounts receivable and related assets as provided in the
definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to representations, warranties,
covenants and indemnities entered into in the ordinary course of business in connection with a
Qualified Receivables Transaction, (b) with which neither the Borrower nor any Subsidiary of
the Borrower has any material contract, agreement, arrangement or understanding (other than
pursuant to the Qualified Receivables Transaction) other than (i) on terms no less favorable to
the Borrower or such Subsidiary than those that might be obtained at the time from Persons who
1008536250v10
are not Affiliates of the Borrower, and (ii) fees payable in the ordinary course of business in
connection with servicing accounts receivable and (c) with which neither the Borrower nor any
Subsidiary of the Borrower has any obligation to maintain or preserve such Subsidiary’s
financial condition, other than a minimum capitalization in customary amounts, or to cause such
Subsidiary to achieve certain levels of operating results.  Any such designation by the Board of
Directors of the Borrower will be evidenced to the Administrative Agent by filing with the
Administrative Agent a certified copy of the resolution of the Board of Directors of the Borrower
giving effect to such designation and an Officer’s Certificate certifying that such designation
complied with the foregoing conditions.
“Recovery Event” shall mean any settlement of or payment in respect of any
property or casualty insurance claim or any condemnation proceeding relating to any Collateral
or any Event of Loss (as defined in the related Collateral Document pursuant to which a security
interest in such Collateral is granted to the Administrative Agent, if applicable).
“Register” shall have the meaning set forth in Section 10.02(b)(iv).
“Regulations and Procedures for the International Registry” shall mean the
official English language text of the International Registry Procedures and Regulations issued by
the Supervisory Authority (as defined in the Cape Town Convention) pursuant to the Aircraft
Protocol.
“Related Parties” shall mean, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, partners, members, employees, agents and
advisors of such Person and such Person’s Affiliates.
“Release” shall have the meaning specified in Section 101(22) of the
Comprehensive Environmental Response Compensation and Liability Act.
“Relevant Governmental Body” means the Federal Reserve Board or the Federal
Reserve Bank of New York, or a committee officially endorsed or convened by the Federal
Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.
“Required Lenders” shall mean, at any time, Lenders holding more than 50% of
the Total Revolving Commitments then in effect or, if the Revolving Commitments have been
terminated, the Total Revolving Extensions of Credit then outstanding.  The Revolving
Extensions of Credit, outstanding Loans and Commitments of any Defaulting Lender shall be
disregarded in determining the “Required Lenders” at any time.
“Resolution Authority” means an EEA Resolution Authority or, with respect to
any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer” means an Officer.
1008536250v10
“Revolving Availability Period” shall mean the period from and including the
Second Restatement Effective Date to but excluding the Revolving Facility Termination Date
with respect to the applicable Revolving Commitments.
“Revolving Commitment” shall mean the commitment of each Revolving Lender
to make Revolving Loans and, if such Revolving Lender is an Issuing Lender, to issue Letters of
Credit, hereunder in an aggregate principal not to exceed the amount set forth under the heading
“Revolving Commitment” opposite its name in Annex A hereto or in the Assignment and
Acceptance pursuant to which such Revolving Lender became a party hereto, as the same may be
changed from time to time pursuant to the terms hereof.  The aggregate amount of the Total
Revolving Commitments as of the Second RestatementAmendment Closing Date is
$600,000,000.
“Revolving Commitment Percentage” shall mean, at any time, with respect to
each Revolving Lender, the percentage obtained by dividing its Revolving Commitment at such
time by the Total Revolving Commitment (or, if the Revolving Commitments have been
terminated, the Revolving Extensions of Credit of such Revolving Lender at such time by the
Total Revolving Extensions of Credit at such time).
“Revolving Extensions of Credit” shall mean, as to any Revolving Lender at any
time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans
held by such Lender then outstanding and (b) if such Lender is an Issuing Lender, such Lender’s
LC Exposure then outstanding.
“Revolving Facility Maturity Date” shall mean, with respect to any (a) Revolving
Commitments that have not been extended pursuant to Section 2.28, October 21, 20242029
(provided that, (i) in the event that the Convertible Notes Condition has not occurred by (and
including) December 30, 2025, the Revolving Facility Maturity Date in effect thereafter shall be
December 31, 2025) and (b) Extended Revolving Commitments, the final maturity date therefor
as specified in the applicable Extension Offer accepted by the respective Revolving Lender or
Revolving Lenders.
“Revolving Facility Termination Date” shall mean the earlier to occur of (a) the
Revolving Facility Maturity Date with respect to the applicable Revolving Commitments, (b) the
acceleration of the Loans (if any) and the termination of the Revolving Commitments in
accordance with the terms hereof and (c) the termination of the applicable Revolving
Commitments as a whole pursuant to Section 2.11.
“Revolving Lender” shall mean each Lender having a Revolving Commitment.
“Revolving Loan” shall have the meaning set forth in Section 2.01(a).
“Revolving Loan Percentage” shall mean, with respect to each Revolving Lender,
determined as of the date of each advance of a Revolving Loan and prior to giving effect thereto,
the percentage determined by dividing (i) the Revolving Commitment of such Revolving Lender
1008536250v10
minus the Revolving Extensions of Credit of such Revolving Lender by (ii) the Total Revolving
Commitments minus the Total Revolving Extensions of Credit.
“Sale of a Grantor” means, with respect to any Collateral, an issuance, sale, lease,
conveyance, transfer or other disposition of the Capital Stock of the applicable Grantor that owns
such Collateral other than (1) an issuance of Equity Interests by a Grantor to the Borrower or
another Subsidiary of the Borrower, and (2) an issuance of directors’ qualifying shares.
“Sanctions” means economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by the United States government, including those
administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or
the U.S. Department of State.
“Sanctioned Country” means, at any time, a country, territory or region which is
itself the subject or target of any Sanctions, which as of the Second Restatement Effective Date
include, among others, the so-called Donetsk People’s Republic, the so-called Luhansk People’s
Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria.
“Sanctioned Person” means, at any time, (a) a Person which is subject or target of
any Sanctions or (b) any Person owned or controlled by any such Person or Persons.
“S&P” shall mean Standard & Poor’s, a division of The McGraw-Hill
Companies, Inc.
“SEC” shall mean the United States Securities and Exchange Commission.
“Second Amendment Closing Date” shall mean July 29, 2024.
“Second Restatement Effective Date” means October 21, 2022.
“Section 1110” means 11 U.S.C. Section 1110 of the Bankruptcy Code or any
successor or analogous section of the federal bankruptcy law in effect from time to time.
“Secured Parties” shall mean the Administrative Agent, the Issuing Lenders, the
Lenders and all other holders of Obligations.
“Securities Act” shall mean the Securities Act of 1933, as amended.
“Significant Subsidiary” means any Subsidiary of the Borrower that would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date of this Agreement.
“Slot” means (a) in the case of airports outside the United States, at any time, the
right and operational authority to conduct one landing or takeoff at a specific time or during a
specific time period, or (b) in the case of airports in the United States, FAA Slots.
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“Slot and Gate Security Agreement” shall mean any security agreement, in each
case entered into by the Borrower (or any other Grantor) and the Administrative Agent to pledge
Slots at any Eligible Airport as Collateral, in substantially the form of Exhibit F (or such other
form as may be reasonably acceptable to the Administrative Agent and the Borrower).
“SOFR” means a rate equal to the secured overnight financing rate as
administered by the SOFR Administrator.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a
successor administrator of the secured overnight financing rate).
“SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising
such Borrowing.
“SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR,
other than pursuant to clause (c) of the definition of “ABR”.
“SOFR Tranche” shall mean the collective reference to SOFR Loans under the
Facility the then current Interest Periods with respect to all of which begin on the same date and
end on the same later date (whether or not such Loans shall originally have been made on the
same day).
“Spare Parts” shall mean all accessories, appurtenances, or parts of an Aircraft
(except an Engine or Propeller), Engine (except a Propeller), Propeller, or Appliance, that are to
be installed at a later time in an Aircraft, Engine, Propeller or Appliance.
“Spare Parts Security Agreement” means (i) the Mortgage and Security
Agreement (Spare Parts), dated as of December 23, 2013 (the “JetBlue Spare Parts Security
Agreement”), entered into by the Borrower and the Administrative Agent, as ratified on the date
hereof and as the same may be amended, restated, modified, supplemented, extended or amended
and restated from time to time, or (ii) any other security agreement, entered into by another
Grantor and the Administrative Agent, to pledge Eligible Spare Parts as Collateral, in
substantially the form as attached as Exhibit D (or in such other form as may be reasonably
acceptable to the Administrative Agent and the Borrower).
“Spirit” means Spirit Airlines, Inc.
“Stated Maturity” means, with respect to any installment of interest or principal
on any series of Indebtedness, the date on which the payment of interest or principal was
scheduled to be paid in the documentation governing such Indebtedness as of the Second
Restatement EffectiveAmendment Closing Date, and will not include any contingent obligations
to repay, redeem or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.
“Stored” shall mean, as to any Aircraft or Engine, that such Aircraft or Engine has
been stored (a) with a low expectation of a return to service within the one year following
1008536250v10
commencement of such storage and (b) in a manner intended to minimize the rate of
environmental degradation of the structure and components of such Aircraft or Engine (as the
case may be) during such storage.
“Subsidiary” shall mean, with respect to any Person
(1)any corporation, association or other business entity (other than a
partnership, joint venture or limited liability company) of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) to vote in the election of directors,
managers or trustees of the corporation, association or other business entity is at the time
of determination owned or controlled, directly or indirectly, by such Person or one or
more of the other Subsidiaries of such Person (or a combination thereof); and
(2)any partnership, joint venture or limited liability company of which
(A) more than 50% of the capital accounts, distribution rights, total equity and voting
interests or general and limited partnership interests, as applicable, are owned or
controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries
of such Person or a combination thereof, whether in the form of membership, general,
special or limited partnership interests or otherwise and (B) such Person or any
Subsidiary of such Person is a controlling general partner or otherwise controls such
entity.
“Survey” shall mean a survey of any Real Property Asset (and all improvements
thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the
jurisdiction where such Real Property Asset is located, (ii) dated (or redated) not earlier than nine
months prior to the date of delivery thereof unless there shall have occurred within nine months
prior to such date of delivery any material exterior construction on the site of such Real Property
Asset or any material easement, right of way or other interest in the Real Property Asset has been
granted or become effective through operation of law or otherwise with respect to such Real
Property Asset which, in either case, can be depicted on a survey, in which events, as applicable,
such survey shall be dated (or redated) within a reasonable period after the completion of such
construction or if such construction shall not have been completed as of such date of delivery,
not earlier than 30 days prior to such date of delivery, or after the grant or effectiveness of any
such easement, right of way or other interest in the Real Property Asset, (iii) certified by the
surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative
Agent, and the Title Company, (iv) complying in all respects with the minimum detail
requirements of the American Land Title Association as such requirements are in effect on the
date of preparation of such survey and (v) sufficient for the Title Company to remove all
standard survey exceptions from the title insurance policy (or commitment) relating to such Real
Property Asset (other than a “read-in” of the applicable Survey) and issue the endorsements of
the type required by Section 5.15 or (b) otherwise reasonably acceptable to the Administrative
Agent.
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(f)“Sustainability Adjustment” shall mean, for any Sustainability Adjustment
Period, an adjustment based on the below table to the Applicable Margin and the Commitment
Fee Rate based on the Borrower’s achievement of the KPI Targets for such Sustainability
Adjustment Period based on the below table, as determined by reference to the ESG Score set
forth in the most recent ESGKPI Certificate delivered by the Borrower pursuant to Section
5.01(j), as follows:
ESG ScoreKPI Metric
Change in Applicable
Margin
Change in Commitment
Fee Rate
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
; provided that, if the Borrower fails to deliver an ESGa KPI Certificate in accordance with
Section 5.01(j), the Sustainability Adjustment shall be a [***]% increase in respect of each of the
Applicable Margin and a [***]% increase in respect of the Commitment Fee Rate, in each case
from the date of such failure to deliver such ESGKPI Certificate until (but excluding) the
commencement of the next Sustainability Adjustment Period; provided further that, the
Sustainability Adjustment shall be deemed to be zero for each day during which an Event of
Default pursuant to Section 7.01(b) has occurred and is continuing (unless such Event of Default
has been waived in accordance with Section 10.08); provided further that, if the relevant ESG
AgencyKPI Metrics Auditor (w) fails or is no longer able to issue any ESGKPI Metrics Report,
or otherwise delays the issuance of any ESGKPI Metrics Report without the consent of the
Borrower, (x) notifies the Borrower, or makes an announcement to the effect, that it will no
longer issue ESGKPI Metrics Reports, or (y) materially changes the way it determinesmeasures
the ESG ScoreKPI Metrics, then in any such case the Borrower or the Administrative Agent
(acting on the instructions of the Required Lenders) may request that negotiations be entered into
between the Borrower and the Sustainability Structuring Agent (for a period of no more than 30
consecutive days, or such longer period as may be mutually agreed by the Borrower and the
Administrative Agent (with the consent of the Required Lenders)) with a view to agreeing on an
alternate ESG AgencyKPI Metrics Auditor and/or a substitute basis for determining the ESG
ScoreKPI Metrics (each such period, an “KPI Negotiation Period”). During any such negotiation
period, the ESG ScoreKPI Negotiation Period, the KPI Metrics with respect to the applicable
Sustainability Adjustment Period shall be based on the Sustainability Adjustment that was in
effect immediately prior to the date on which such negotiation periodKPI Negotiation Period
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commenced. If no agreement can be reached between the Borrower and the Sustainability
Structuring Agent during such negotiation periodKPI Negotiation Period, the Sustainability
Adjustment shall cease to apply to the Applicable Margin and the Commitment Fee Rate from
and after the last day of such negotiation periodKPI Negotiation Period.
“Sustainability Adjustment Date” means the Business Day immediately following
the date on which the Borrower provides to the Administrative Agent an ESGa KPI Certificate
pursuant to Section 5.01(j).
“Sustainability Adjustment Period” means the period commencing on the last day
of the immediately preceding Sustainability Adjustment Period and ending on (but excluding)
the next Sustainability Adjustment Date.
“[***] KPI” for any Sustainability Adjustment Period, is [***].
“Sustainability Structuring Agent” shall have the meaning set forth in the
preamble of this Agreement.
“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or
perform under any agreement, contract or transaction that constitutes a “swap” within the
meaning of Section 1a(47) of the Commodity Exchange Act.
“Taxes” shall mean any and all present or future taxes, levies, imposts, duties,
assessments, fees, deductions, charges or withholdings imposed by any Governmental Authority
including any interest, additions to tax or penalties applicable thereto.
“Term SOFR” means,
(a)for any calculation with respect to a SOFR Loan, the Term SOFR
Reference Rate for a tenor comparable to the applicable Interest Period on the day (such
day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government
Securities Business Days prior to the first day of such Interest Period, as such rate is
published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m.
(New York City time) on any Periodic Term SOFR Determination Day the Term SOFR
Reference Rate for the applicable tenor has not been published by the Term SOFR
Administrator and a Benchmark Replacement Date with respect to the Term SOFR
Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference
Rate for such tenor as published by the Term SOFR Administrator on the first preceding
U.S. Government Securities Business Day for which such Term SOFR Reference Rate
for such tenor was published by the Term SOFR Administrator so long as such first
preceding U.S. Government Securities Business Day is not more than three (3) U.S.
Government Securities Business Days prior to such Periodic Term SOFR Determination
Day, and
(b)for any calculation with respect to an ABR Loan on any day, the Term
SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR Term
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SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days
prior to such day, as such rate is published by the Term SOFR Administrator; provided,
however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR
Determination Day the Term SOFR Reference Rate for the applicable tenor has not been
published by the Term SOFR Administrator and a Benchmark Replacement Date with
respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the
Term SOFR Reference Rate for such tenor as published by the Term SOFR
Administrator on the first preceding U.S. Government Securities Business Day for which
such Term SOFR Reference Rate for such tenor was published by the Term SOFR
Administrator so long as such first preceding U.S. Government Securities Business Day
is not more than three (3) U.S. Government Securities Business Days prior to such ABR
SOFR Determination Day;
provided, further, that if Term SOFR determined as provided above (including
pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor,
then Term SOFR shall be deemed to be the Floor.
“Term SOFR Administrator” means CME Group Benchmark Administration
Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the
Administrative Agent in its reasonable discretion.
“Term SOFR Reference Rate” means the forward-looking term rate based on
SOFR.
“Termination Date” shall mean, with respect to any Revolving Loans, the
Revolving Facility Termination Date applicable to the related Revolving Commitments.
“Title 14” means Title 14 of the U.S. Code of Federal Regulations, including Part
93, Subparts K and S thereof, as amended from time to time or any successor or recodified
regulation.
“Title 49” shall mean Title 49 of the United States Code, which, among other
things, recodified and replaced the U.S. Federal Aviation Act of 1958, and the rules and
regulations promulgated pursuant thereto, and any subsequent legislation that amends,
supplements or supersedes such provisions.
“Total Collateral Coverage Ratio” shall mean the ratio of (i) the aggregate
Appraised Value of all Eligible Collateral plus the Pledged Cash and Cash Equivalents to (ii) the
sum, without duplication, of (w) the Total Revolving Extensions of Credit then outstanding
(other than LC Exposure that has been Cash Collateralized in accordance with Section 2.02(j)),
plus (x) the aggregate amount of all Designated Hedging Obligations that constitute
“Obligations” then outstanding, plus (y) the aggregate outstanding principal amount of Junior
Secured Debt.
“Title Company” shall mean any title insurance company as shall be retained by
the Borrower and reasonably acceptable to the Administrative Agent; provided that each of
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Stewart Title Insurance Company, First American Title Insurance Company and Chicago Title
Insurance Company are hereby deemed acceptable to the Administrative Agent.
“Total Obligations” shall have the meaning provided in the definition of
“Collateral Coverage Ratio”.
“Total Revolving Commitment” shall mean, at any time, the sum of the
Revolving Commitments at such time.
“Total Revolving Extensions of Credit” shall mean, at any time, the aggregate
amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such
time.
“Transactions” shall mean the execution, delivery and performance by the
Borrower and Guarantors of this Agreement and the other Loan Documents to which they may
be a party, the creation of the Liens in the Collateral in favor of the Administrative Agent and/or
the Administrative Agent for the benefit of the Secured Parties, the borrowing of Loans and the
use of the proceeds thereof, and the request for and issuance of Letters of Credit hereunder.
“Type”, when used in reference to any Loan or Borrowing, refers to whether the
rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by
reference to Term SOFR or the ABR.
“UCC” shall mean the Uniform Commercial Code as in effect from time to time
in any applicable jurisdiction.
“UK Financial Institution” means any BRRD Undertaking (as such term is
defined under the PRA Rulebook (as amended form time to time) promulgated by the United
Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA
Handbook (as amended from time to time) promulgated by the United Kingdom Financial
Conduct Authority, which includes certain credit institutions and investment firms, and certain
affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public
administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement” means the applicable Benchmark
Replacement excluding the related Benchmark Replacement Adjustment.
“United States Citizen” shall have the meaning set forth in Section 3.02.
“Unused Total Revolving Commitment” shall mean, at any time, (a) the Total
Revolving Commitment less (b) the Total Revolving Extensions of Credit.
“U.S. Government Securities Business Day” means any day except for (a) a
Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets
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Association recommends that the fixed income departments of its members be closed for the
entire day for purposes of trading in United States government securities.
“Use or Lose Rule” shall mean with respect to FAA Slots, the terms of 14 C.F.R.
Section 93.227 or other applicable utilization requirements issued by the FAA, other
Governmental Authorities or any Airport Authorities.
“Vigeo Eiris” means Vigeo SAS (doing business as Vigeo Eiris).
“Voting Stock” of any specified Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of Directors of such
Person.
“Withholding Agent” shall mean the Borrower, a Guarantor and the
Administrative Agent.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA
Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority
from time to time under the Bail-In Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b)
with respect to the United Kingdom,  any powers of the applicable Resolution Authority under
the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK
Financial Institution or any contract or instrument under which that liability arises, to convert all
or part of that liability into shares, securities or obligations of that person or any other person, to
provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers.
Section 1.02.Terms Generally.  The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined.  Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms.  The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be construed to have the same meaning and effect as the word
“shall”.  Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended, restated, supplemented,
extended, amended and restated or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any
Person shall be construed to include such Person’s permitted successors and assigns, (c) the
words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement, unless expressly provided otherwise,
(e) the words “asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights and (f) “knowledge” or “aware” or words of similar import shall
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mean, when used in reference to the Borrower or the Guarantors, the actual knowledge of any
Responsible Officer.
Section 1.03.Accounting Terms; GAAP.  Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in accordance with
GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative
Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of
any change occurring after the Second Restatement Effective Date in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower
that the Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of GAAP as in effect
and applied immediately before such change shall have become effective until such notice shall
have been withdrawn or such provision amended in accordance herewith.  Upon any such request
for an amendment, the Borrower, the Required Lenders and the Administrative Agent agree to
consider in good faith any such amendment in order to amend the provisions of this Agreement
so as to reflect equitably such accounting changes so that the criteria for evaluating the
Borrower’s consolidated financial condition shall be the same after such accounting changes as if
such accounting changes had not occurred.
Section 1.04.Divisions.  For all purposes under the Loan Documents, in connection
with any division or plan of division under Delaware law with respect to any Person that is a
limited liability company formed under Delaware law (or any comparable event under the
applicable laws of any other relevant jurisdiction): (a) if any asset, right, obligation or liability of
any Person becomes the asset, right, obligation or liability of a different Person, then it shall be
deemed to have been transferred from the original Person to the subsequent Person, and (b) if
any new Person comes into existence as a result of such division or plan of division (or such
other comparable event), such new Person shall be deemed to have been organized and acquired
on the first date of its existence by the holders of its Equity Interests at such time.
Section 1.05.Rates.  The Administrative Agent does not warrant or accept any
responsibility for, and shall not have any liability with respect to, (a) the continuation of,
administration of, submission of, calculation of or any other matter related to ABR, the Term
SOFR Reference Rate, or Term SOFR, or any component definition thereof or rates referred to in
the definition thereof, or any alternative, successor or replacement rate thereto (including any
Benchmark Replacement), including whether the composition or characteristics of any such
alternative, successor or replacement rate (including any Benchmark Replacement) will be
similar to, or produce the same value or economic equivalence of, or have the same volume or
liquidity as, ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to
its discontinuance or unavailability, or (b) the effect, implementation or composition of any
Conforming Changes.  The Administrative Agent and its affiliates or other related entities may
engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Term
SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or
any relevant adjustments thereto, in each case, in a manner adverse to the Borrower.  The
Administrative Agent may select information sources or services in its reasonable discretion to
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ascertain ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, or any
component definition thereof or rates referred to in the definition thereof, in each case pursuant
to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any
other person or entity for damages of any kind, including direct or indirect, special, punitive,
incidental or consequential damages, costs, losses or expenses (whether in tort, contract or
otherwise and whether at law or in equity), for any error or calculation of any such rate (or
component thereof) provided by any such information source or service.
SECTION 2.
AMOUNT AND TERMS OF CREDIT
Section 2.01.Commitments of the Lenders.
(a)Revolving Commitments.  (i) Each Revolving Lender severally, and not jointly
with the other Revolving Lenders, agrees, upon the terms and subject to the conditions herein set
forth, to make revolving credit loans denominated in Dollars (each a “Revolving Loan” and
collectively, the “Revolving Loans”) to the Borrower at any time and from time to time during
the Revolving Availability Period in an aggregate outstanding principal amount not to exceed,
when added to such Revolving Lender’s LC Exposure (if any), the Revolving Commitment of
such Revolving Lender, which Revolving Loans may be repaid and reborrowed in accordance
with the provisions of this Agreement.  At no time shall the sum of the then outstanding
aggregate principal amount of the Revolving Loans plus the LC Exposure exceed the Total
Revolving Commitment.
(ii)Each Borrowing of a Revolving Loan shall be made from the Revolving Lenders
based upon each Revolving Lender’s Revolving Loan Percentage of such Revolving Loan;
provided, however, that the failure of any Revolving Lender to make any Revolving Loan shall
not in itself relieve the other Revolving Lenders of their obligations to lend.
(b)Type of Borrowing.  Each Borrowing shall be comprised entirely of ABR Loans
or SOFR Loans as the Borrower may request in accordance herewith.  Each Lender at its option
may make any SOFR Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not affect the
obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
(c)Amount of Borrowing.  At the commencement of each Interest Period for any
SOFR Borrowing, such Borrowing shall be in an aggregate amount that is in an integral multiple
of $1,000,000 and not less than $1,000,000.  At the time that each ABR Borrowing is made, such
Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less
than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal
to the entire Unused Total Revolving Commitment or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.02(e).  Borrowings of more
than one Type may be outstanding at the same time.
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(d)Limitation on Interest Period.  Notwithstanding any other provision of this
Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any
Borrowing of a Revolving Loan if the Interest Period requested with respect thereto would end
after the Revolving Facility Maturity Date (determined as of the date of such request) with
respect to the applicable Revolving Commitments.
Section 2.02.Letters of Credit.
(a)General.  Subject to the terms and conditions set forth herein, the Borrower may
request the issuance of (and, subject to the penultimate sentence of clause (b) below, the
applicable Issuing Lender shall issue) Letters of Credit in Dollars, at any time and from time to
time during the Revolving Availability Period, in each case, for the Borrower’s own account or
the account of any other Subsidiary of the Borrower, in a form reasonably acceptable to the
Administrative Agent, such Issuing Lender and the Borrower.  In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any form of
letter of credit application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, an Issuing Lender relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.
(b)Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.  To
request the issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower shall either provide (i) telephonic notice promptly
followed by written notice or (ii) hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the applicable Issuing
Lender (which approval shall not be unreasonably withheld, delayed or conditioned)) to the
applicable Issuing Lender and the Administrative Agent (at least two (2) Business Days in
advance of the requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, and specifying (1) the date of issuance, amendment, renewal or extension (which shall
be a Business Day), (2) the date on which such Letter of Credit is to expire (which shall comply
with paragraph (c) of this Section), (3) the amount of such Letter of Credit, (4) the name and
address of the beneficiary thereof and (5) such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit.  If requested by the applicable Issuing Lender, the
Borrower also shall submit a letter of credit application on such Issuing Lender’s standard form
in connection with any request for a Letter of Credit; provided that, to the extent such standard
form (and/or any related reimbursement agreement) is inconsistent with the Loan Documents, the
Loan Documents shall control.  A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit
the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension, the Revolving Extensions of Credit of such Issuing Lender
shall not exceed its Revolving Commitment.  No Issuing Lender (other than an Affiliate of the
Administrative Agent) shall permit any such issuance, renewal, extension or amendment
resulting in an increase in the amount of any Letter of Credit to occur without first obtaining
written confirmation from the Administrative Agent that it is then permitted under this
Agreement.
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(c)Expiration Date.  Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date that is one year after the date of the issuance of such Letter
of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is one (1) Business Day prior to the earliest Revolving Facility
Maturity Date (determined as of the date of such request) with respect to the Revolving
Commitments of the applicable Issuing Lender (provided that, to the extent that such Letter of
Credit has been Cash Collateralized pursuant to the terms of any Extension Amendment, such
Revolving Commitments shall be disregarded for purposes of this clause (ii)).
(d)[Reserved].
(e)Reimbursement.  If an Issuing Lender shall make any LC Disbursement in respect
of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to the amount of such LC Disbursement not later than the
first Business Day following the date the Borrower receives notice from the Issuing Lender of
such LC Disbursement; provided that, in the case of any LC Disbursement, to the extent not
reimbursed and, subject to the satisfaction (or waiver) of the conditions to borrowing set forth
herein, including, without limitation, making a request in accordance with Section 2.03(a) that
such payment shall be financed with an ABR Borrowing, as the case may be, in an equivalent
amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be
discharged and replaced by the resulting ABR Borrowing; provided, further that for purposes of
determining the Revolving Loan Percentage of each Revolving Lender with respect to such ABR
Borrowing, such LC Disbursement shall not be deemed to be a Revolving Extension of Credit.
(f)Obligations Absolute.  The Borrower’s obligation to reimburse LC Disbursements
as provided in Section 2.02(e) shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in
any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by
the applicable Issuing Lender under a Letter of Credit against presentation of a draft or other
document that does not comply with the terms of such Letter of Credit, or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the
provisions of this Section 2.02, constitute a legal or equitable discharge of, or provide a right of
setoff against, the Borrower’s obligations hereunder.  Neither the Administrative Agent, the
Revolving Lenders, nor the applicable Issuing Lender, nor any of their Related Parties, shall have
any liability or responsibility by reason of or in connection with the issuance or transfer of any
Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any
of the circumstances referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the
control of the applicable Issuing Lender; provided that the foregoing shall not be construed to
excuse an Issuing Lender from liability to the Borrower to the extent of any direct damages (as
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opposed to consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by
such Issuing Lender’s failure to exercise care when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof.  The parties hereto
expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the
part of the applicable Issuing Lender (as finally determined by a court of competent jurisdiction),
the applicable Issuing Lender shall be deemed to have exercised care in each such determination. 
In furtherance of the foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the applicable Issuing Lender may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.
(g)Disbursement Procedures.  The applicable Issuing Lender shall, promptly
following its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit.  The applicable Issuing Lender shall promptly notify the
Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand
for payment, whether the applicable Issuing Lender has made or will make an LC Disbursement
thereunder and the amount of such LC Disbursement; provided that any failure to give or delay
in giving such notice shall not relieve the Borrower of its obligation to reimburse the applicable
Issuing Lender with respect to any such LC Disbursement in accordance with the terms herein.
(h)Interim Interest.  If the applicable Issuing Lender shall make any LC
Disbursement, then, unless the Borrower shall reimburse (including by a Borrowing) such LC
Disbursement in full not later than the first Business Day following the date such LC
Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and
including the date such LC Disbursement is made to but excluding the date that the Borrower
reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans;
provided that, if the Borrower fails to reimburse (including by a Borrowing) such LC
Disbursement when due pursuant to Section 2.02(e), then Section 2.08 shall apply.  Interest
accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender.
(i)Replacement of the Issuing Lender.  Any Issuing Lender may be replaced at any
time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing
Lender and the successor Issuing Lender.  The Administrative Agent shall notify the Revolving
Lenders of any such replacement of the Issuing Lender.  At the time any such replacement shall
become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Lender pursuant to Section 2.21.  From and after the effective date of any such
replacement, (i) the successor Issuing Lender shall have all the rights and obligations of the
Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and
(ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or
to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the
context shall require.  After the replacement of an Issuing Lender hereunder, the replaced Issuing
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Lender shall remain a party hereto and shall continue to have all the rights and obligations of an
Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.
(j)Replacement of Letters of Credit; Cash Collateralization.  The Borrower shall (i)
upon or prior to the occurrence of the earlier of (A) the Revolving Facility Maturity Date with
respect to all Revolving Commitments and (B) the acceleration of the Loans (if any) and the
termination of the Commitments in accordance with the terms hereof, (x) cause all Letters of
Credit which expire after the earlier to occur of (A) the Revolving Facility Maturity Date with
respect to all Revolving Commitments and (B) the acceleration of the Loans (if any) and the
termination of the Commitments in accordance with the terms hereof (the “Outstanding Letters
of Credit”) to be returned to the applicable Issuing Lender undrawn and marked “cancelled” or
(y) if the Borrower does not do so in whole or in part, either (A) provide one or more “back-to-
back” letters of credit to each applicable Issuing Lender with respect to any such Outstanding
Letters of Credit in a form reasonably satisfactory to each such Issuing Lender and the
Administrative Agent, issued by a bank satisfactory to each such Issuing Lender (in its sole
discretion) and the Administrative Agent, and/or (B) deposit cash in the Letter of Credit
Account, as collateral security for the Borrower’s reimbursement obligations in connection with
any such Outstanding Letters of Credit, such cash (or any applicable portion thereof) to be
promptly remitted to the Borrower (provided no Default or Event of Default has occurred and is
continuing) upon the expiration, cancellation or other termination or satisfaction of the
Borrower’s reimbursement obligations with respect to such Outstanding Letters of Credit, in
whole or in part, in an aggregate principal amount for all such “back-to-back” letters of credit
and any such Cash Collateralization equal to 100% of the then outstanding amount of all LC
Exposure (less the amount, if any, on deposit in the Letter of Credit Account prior to taking any
action pursuant to clauses (A) or (B) above), and (ii) if required pursuant to Section 2.02(m),
2.12(c), 2.12(d), 2.12(e), 2.12(g)(iii) or 7.01 or pursuant to any Extension Amendment, deposit in
the Letter of Credit Account an amount required pursuant to Section 2.02(m), 2.12(c), 2.12(d),
2.12(e), 2.12(g)(iii) or 7.01, or pursuant to any such Extension Amendment, as applicable (any
such deposit or provision of back-to-back letters of credit described in the preceding clause (i) or
clause (ii), “Cash Collateralization” (it being understood that any LC Exposure shall be deemed
to be “Cash Collateralized” only to the extent a deposit or provision of back-to-back letters of
credit as described above is made in an amount equal to 100% of the amount of such LC
Exposure)).  The Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over the Letter of Credit Account.  Other than any interest earned
on the investment of such deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent (in accordance with its usual and customary practices for
investments of this type) and at the Borrower’s risk and reasonable expense, such deposits shall
not bear interest.  Interest or profits, if any, on such investments shall accumulate in such account
and shall be paid to the Borrower on its request provided no Default or Event of Default has
occurred and is continuing.  Moneys in such account shall be applied by the Administrative
Agent to reimburse the applicable Issuing Lender for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the LC Exposure at such time.  If the Borrower is
required to provide Cash Collateralization hereunder pursuant to Section 2.02(m), 2.12(c),
1008536250v10
2.12(d), 2.12(e) or 2.12(g)(iii) or the terms of any Extension Amendment, such Cash
Collateralization (to the extent not applied as contemplated by the applicable section) shall be
returned to the Borrower within three (3) Business Days after the applicable section (or
Extension Amendment) no longer requires the provision of such Cash Collateralization.
(k)Issuing Lender Agreements.  Unless otherwise requested by the Administrative
Agent, each Issuing Lender shall report in writing to the Administrative Agent (i) on the first
Business Day of each week, the daily activity (set forth by day) in respect of Letters of Credit
during the immediately preceding week, including all issuances, extensions, amendments and
renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) on or
prior to each Business Day on which such Issuing Lender expects to issue, amend, renew or
extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, the
aggregate face amount of the Letters of Credit to be issued, amended, renewed, or extended by it
(and whether, subject to Section 2.02(b), the face amount of any such Letter of Credit was
changed thereby) and the aggregate face amount of such Letters of Credit outstanding after
giving effect to such issuance, amendment, renewal or extension, (iii) on each Business Day on
which such Issuing Lender makes any LC Disbursement, the date of such LC Disbursement and
the amount of such LC Disbursement, (iv) on any Business Day on which the Borrower fails to
reimburse an LC Disbursement required to be reimbursed to such Issuing Lender on such day,
the date of such failure, and the amount of such LC Disbursement and (v) on any other Business
Day, such other information as the Administrative Agent shall reasonably request.
(l)[Reserved].
(m)Provisions Related to Extended Revolving Commitments.  If the maturity date in
respect of any tranche of Revolving Commitments of an Issuing Lender occurs prior to the
expiration of any Letter of Credit issued by such Issuing Lender, then (i) if one or more other
tranches of Revolving Commitments of such Issuing Lender in respect of which the maturity
date shall not have occurred are then in effect, such Letters of Credit shall automatically be
deemed to have been issued under such Issuing Lender’s Revolving Commitments in respect of
such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal
amount of such Issuing Lender’s unutilized Revolving Commitments thereunder at such time and
(ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower
shall Cash Collateralize any such Letter of Credit in accordance with Section 2.02(j).  For the
avoidance of doubt, commencing with the maturity date of any tranche of Revolving
Commitments of any Issuing Lender, the sublimit for Letters of Credit issued by such Issuing
Lender under any tranche of Revolving Commitments that has not so then matured shall be as
agreed in the relevant Extension Amendment with such Issuing Lender (to the extent such
Extension Amendment so provides).
Section 2.03.Requests for Loans.
(a)Unless otherwise agreed to by the Administrative Agent in connection with
making the initial Revolving Loans, to request a Revolving Loan, the Borrower shall notify the
Administrative Agent of such request by (i) telephone or (ii) by hand or by facsimile delivery of
a written Loan Request (A) in the case of a SOFR Loan, not later than 2:00 p.m., New York City
1008536250v10
time, three (3) U.S. Government Securities Business Days before the date of the proposed Loan
and (B) in the case of an ABR Loan, not later than 12:00 noon, New York City time, on the date
of the proposed Loan.  Each such telephonic Loan request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Loan
Request signed by the Borrower.  Each such telephonic Loan request and written Loan Request
shall specify the following information in compliance with Section 2.01(a):
(i)the aggregate amount of the requested Loan (which shall comply with Section
2.01(c));
(ii)the date of such Loan, which shall be a Business Day;
(iii)whether such Loan is to be an ABR Loan or a SOFR Loan; and
(iv)in the case of a SOFR Loan, the initial Interest Period to be applicable thereto,
which shall be a period contemplated by the definition of the term “Interest Period”.
If no election as to the Type of Loan is specified, then the requested Loan shall be an ABR Loan. 
If no Interest Period is specified with respect to any requested SOFR Loan, then the Borrower
shall be deemed to have selected an Interest Period of one month’s duration.
(b)Promptly following receipt of a Loan Request in accordance with this Section
2.03, the Administrative Agent shall advise each Revolving Lender of the details thereof and of
the amount of such Revolving Lender’s Loan to be made as part of the requested Loan.
Section 2.04.Funding of Loans.
(a)Each Revolving Lender shall make each Revolving Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00
p.m., New York City time, or such earlier time as may be reasonably practicable, to the account
of the Administrative Agent most recently designated by it for such purpose by notice to the
Lenders.  Upon satisfaction or waiver of the conditions precedent specified herein, the
Administrative Agent will make such Loans available to the Borrower by promptly crediting the
amounts so received, in like funds, to an account designated by the Borrower in the applicable
Loan Request; provided that ABR Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.02(e) shall be remitted by the Administrative Agent to the
Issuing Lender.
(b)Unless the Administrative Agent shall have received notice from a Lender prior to
the proposed date of any Loan (or, with respect to any ABR Loan made on same-day notice,
prior to 12:30 p.m., New York City time, on the date of such Loan) that such Lender will not
make available to the Administrative Agent such Lender’s share of such Loan, the
Administrative Agent may assume that such Lender has made such share available on such date
in accordance with paragraph (a) of this Section 2.04 and may, in reliance upon such assumption,
make available to the Borrower a corresponding amount.  In such event, if a Lender has not in
fact made its share of the applicable Loan available to the Administrative Agent, then the
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applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith
upon written demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but excluding the date of
payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal
Funds Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate
otherwise applicable to such Loan.  If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender’s Loan included in such Loan and the
Borrower shall not be obligated to repay such amount pursuant to the preceding sentence if not
previously repaid.
Section 2.05.Interest Elections.
(a)The Borrower may elect from time to time to (i) convert ABR Loans to SOFR
Loans, (ii) convert SOFR Loans to ABR Loans, provided that any such conversion of SOFR
Loans may be made only on the last day of an Interest Period with respect thereto or (iii)
continue any SOFR Loan as such upon the expiration of the then current Interest Period with
respect thereto.
(b)To make an Interest Election Request pursuant to this Section 2.05, the Borrower
shall notify the Administrative Agent of such election by telephone or by hand or facsimile
delivery of a written Interest Election Request by the time that a Loan Request would be required
under Section 2.03(a) if the Borrower were requesting a Loan of the Type resulting from such
election to be made on the effective date of such election.  Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Interest Election Request in substantially the same form as a
Loan Request signed by the Borrower.
(c)Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.01:
(i)the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof to be
allocated to each resulting Borrowing (in which case the information to be specified pursuant to
clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii)the effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;
(iii)whether the resulting Borrowing is to be an ABR Borrowing or a SOFR
Borrowing; and
(iv)if the resulting Borrowing is a SOFR Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period contemplated by
the definition of the term “Interest Period”.
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If any such Interest Election Request requests a SOFR Borrowing but does not specify an Interest
Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s
duration.
(d)Promptly following receipt of an Interest Election Request, the Administrative
Agent shall advise each Lender of the details thereof and of such Lender’s portion of each
resulting Borrowing.
(e)If the Borrower fails to deliver a timely Interest Election Request with respect to a
SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall
be converted to a one month SOFR Borrowing.  Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing, and upon the request of the Required
Lenders, (i) no outstanding Borrowing may be converted to or continued as a SOFR Borrowing
and (ii) unless repaid, each SOFR Borrowing shall be converted to an ABR Borrowing at the end
of the Interest Period applicable thereto.
Section 2.06.Limitation on SOFR Tranches.  Notwithstanding anything to the contrary
in this Agreement, all borrowings, conversions and continuations of SOFR Loans and all
selections of Interest Periods shall be in such amounts and be made pursuant to such elections so
that, (a) after giving effect thereto, the aggregate principal amount of the SOFR Loans
comprising each SOFR Tranche shall be equal to $1,000,000 or a whole multiple of $1,000,000
in excess thereof and (b) no more than twenty SOFR Tranches shall be outstanding at any one
time.
Section 2.07.Interest on Loans.
(a)Subject to the provisions of Section 2.08, each ABR Loan shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days
in a leap year) at a rate per annum equal to the ABR plus the Applicable Margin.
(b)Subject to the provisions of Section 2.08, each SOFR Loan shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate
per annum equal, during each Interest Period applicable thereto, to Term SOFR for such Interest
Period in effect for such Borrowing plus the Applicable Margin.
(c)Accrued interest on all Loans shall be payable in arrears on each Interest Payment
Date applicable thereto, on the Termination Date with respect to such Loans and thereafter on
written demand and upon any repayment or prepayment thereof (on the amount repaid or
prepaid); provided that in the event of any conversion of any SOFR Loan to an ABR Loan,
accrued interest on such Loan shall be payable on the effective date of such conversion.
(d)In connection with the use or administration of Term SOFR, the Administrative
Agent will have the right, subject to the consent of the Borrower, to make Conforming Changes
from time to time and, notwithstanding anything to the contrary herein or in any other Loan
Document, any amendments implementing such Conforming Changes entered into by the
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Administrative Agent and the Borrower will become effective without any further action or
consent of any other party to this Agreement or any other Loan Document.  The Administrative
Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming
Changes in connection with the use or administration of Term SOFR.
(e)Interest Rate Limitation. Notwithstanding anything to the contrary contained in
any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not
exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum
Rate”).  If the Administrative Agent or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or,
if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the
Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize
any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude
voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.
Section 2.08.Default Interest.  If the Borrower or any Guarantor, as the case may be,
shall default in the payment of the principal of or interest on any Loan or in the payment of any
other amount becoming due hereunder (including, without limitation, the reimbursement
pursuant to Section 2.02(e) of any LC Disbursements), whether at stated maturity, by
acceleration or otherwise, the Borrower or such Guarantor, as the case may be, shall on written
demand of the Administrative Agent from time to time pay interest, to the extent permitted by
law, on all overdue amounts up to (but not including) the date of actual payment (after as well as
before judgment) at a rate per annum (computed on the basis of the actual number of days
elapsed over a year of 360 days or, when the ABR is applicable, a year of 365 days or 366 days
in a leap year) equal to (a) with respect to the principal amount of any Loan, the rate then
applicable for such Borrowings plus 2.0%, and (b) in the case of all other amounts, the rate
applicable for ABR Loans plus 2.0%.
Section 2.09.[Reserved]. 
Section 2.10.Repayment of Loans; Evidence of Debt.
(a)The Borrower hereby unconditionally promises to pay to the Administrative
Agent for the ratable account of each Revolving Lender the then unpaid principal amount of each
Revolving Loan then outstanding on the Revolving Facility Termination Date applicable to such
Revolving Loan.
(b)Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan
made by such Lender, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder.
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(c)The Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Type thereof and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received
by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share
thereof.  The Borrower shall have the right, upon reasonable notice, to request information
regarding the accounts referred to in the preceding sentence.
(d)The entries made in the accounts maintained pursuant to paragraph (b) or (c) of
this Section 2.10 shall be prima facie evidence of the existence and amounts of the obligations
recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain
such accounts or any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.
(e)Any Lender may request that Loans made by it be evidenced by a promissory
note.  In such event, the Borrower shall promptly execute and deliver to such Lender a
promissory note payable to such Lender and its registered assigns in a form furnished by the
Administrative Agent and reasonably acceptable to the Borrower.  Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 10.02) be represented by one or more promissory notes in such
form payable to such payee and its registered assigns.
Section 2.11.Optional Termination or Reduction of Revolving Commitments.  Upon at
least one (1) Business Day prior written notice to the Administrative Agent, the Borrower may at
any time in whole permanently terminate a Total Revolving Commitment (subject to compliance
with Section 2.12(e)), or from time to time in part permanently reduce the Unused Total
Revolving Commitment; provided that each such notice shall only be revocable to the extent
such termination or reduction would have resulted from a refinancing of the Obligations, which
refinancing shall not be consummated or shall otherwise be delayed.  Each such reduction of the
Unused Total Revolving Commitment shall be in the principal amount not less than $1,000,000
and in an integral multiple of $1,000,000.  Simultaneously with each reduction or termination of
the Revolving Commitment, the Borrower shall (i) pay to the Administrative Agent for the
account of each Revolving Lender the Commitment Fee accrued and unpaid on the amount of the
Revolving Commitment of such Revolving Lender so terminated or reduced through the date
thereof and (ii) any outstanding Letters of Credit issued by an Issuing Lender that results in the
amount of such Issuing Lender’s Revolving Extensions of Credit then outstanding to exceed the
Revolving Commitment (as so reduced) of such Revolving Lender shall be reduced and
cancelled (or Cash Collateralized in accordance with Section 2.02(j)) as necessary to ensure the
portion (if any) thereof outstanding and not Cash Collateralized does not exceed such Issuing
Lender’s Revolving Commitment (as so reduced).  Any reduction of the Unused Total Revolving
Commitment pursuant to this Section 2.11 shall be applied to reduce the Revolving
Commitments of each Revolving Lender on a pro rata basis.
Section 2.12.Mandatory Prepayment of Loans; Commitment Termination; Change of
Control Offer.
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(a)Within five (5) Business Days of the Borrower or any of its Subsidiaries receiving
any Net Proceeds as a result of a Collateral Sale or a Recovery Event in respect of Collateral
(other than Non-Core Fleet Equipment), if the Borrower shall not be in compliance with Section
6.09(a) on the date such Net Proceeds are received, the Borrower shall deposit cash in an amount
(the “Net Proceeds Amount”) equal to the amount of such received Net Proceeds (solely to the
extent necessary to maintain compliance with Section 6.09(a)) into the Collateral Proceeds
Account that is maintained with the Administrative Agent for such purpose and subject to an
Account Control Agreement and thereafter such Net Proceeds Amount shall be applied (to the
extent not otherwise applied pursuant to the immediately succeeding proviso and solely to the
extent the Borrower is not in compliance with Section 6.09(a)) in accordance with the
requirements of Section 2.12(c); provided that (i) the Borrower may use such Net Proceeds
Amount to replace with Qualified Replacement Assets or, solely in the case of any Net Proceeds
Amount in respect of any Recovery Event, repair the assets which are the subject of such
Recovery Event or Collateral Sale within 365 days after such deposit is made, (ii) all such Net
Proceeds Amounts shall be subject to release as provided in Section 6.09(c) or, at the option of
the Borrower at any time, may be applied in accordance with the requirements of Section
2.12(c), and (iii) upon the occurrence of an Event of Default, the amount of any such deposit
may be applied by the Administrative Agent in accordance with Section 2.12(c); provided further
that any release of any Net Proceeds Amount pursuant to clause (ii) of this Section 2.12(a) shall
be conditioned on the Borrower being in compliance with Section 6.09(a) after giving effect
thereto (it being understood that the failure to be in compliance with Section 6.09(a) shall not
prevent the release of any Net Proceeds Amount in connection with any repair or replacement of
assets permitted hereunder so long as no decrease in the Collateral Coverage Ratio will result
therefrom).
(b)The Borrower shall prepay the Revolving Loans (without any corresponding
reduction in Revolving Commitments) when and in an amount necessary to comply with Section
6.09.
(c)Amounts required to be applied to the prepayment of Loans pursuant to Section
2.12(a) and (b) shall be applied to prepay the outstanding Revolving Loans (and to provide Cash
Collateralization for the outstanding LC Exposure following the repayment of all outstanding
Revolving Loans) in an amount necessary to comply with Section 6.09, in each case as directed
by the Borrower.  Such prepayments of Revolving Loans (and Cash Collateralization of the
outstanding LC Exposure) shall not result in a corresponding permanent reduction in the
Revolving Commitments.  Any Cash Collateralization of outstanding LC Exposure shall be
consummated in accordance with Section 2.02(j).  The application of any prepayment pursuant to
this Section 2.12 shall be made, first, to ABR Loans and, second, to SOFR Loans.
(d)If at any time the Total Revolving Extensions of Credit for any reason exceed the
Total Revolving Commitment at such time, the Borrower shall prepay Revolving Loans on a pro
rata basis in an amount sufficient to eliminate such excess.  If, after giving effect to the
prepayment of all outstanding Revolving Loans, the Total Revolving Extensions of Credit
exceed the Total Revolving Commitment then in effect, the Borrower shall Cash Collateralize
outstanding Letters of Credit to the extent of such excess.
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(e)Upon the Revolving Facility Termination Date applicable to any Revolving
Commitment, such Revolving Commitment shall be terminated in full and the Borrower shall
repay the applicable Revolving Loans in full and, except as the Administrative Agent may
otherwise agree in writing, if any Letter of Credit remains outstanding, comply with Section
2.02(j) in accordance therewith.
(f)All prepayments under this Section 2.12 shall be accompanied by accrued but
unpaid interest on the principal amount being prepaid to (but not including) the date of
prepayment, plus any accrued and unpaid Fees and any losses, costs and expenses, as more fully
described in Sections 2.15 hereof.
(g)Unless otherwise prepaid in accordance with Section 2.12 or 2.13 hereof, and
subject to the next sentence, upon the occurrence of a Change of Control, each Lender shall have
the right to require the Borrower to prepay all or part of such Lender’s Loans at a prepayment
price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to
the date of prepayment, to discharge all or part of such Lender’s LC Exposure (if any) and to
terminate all or part of such Lender’s unused Revolving Commitment in accordance with this
Section 2.12.  Notwithstanding the foregoing, the Borrower shall not be required to make a
Change of Control Offer upon the occurrence of a Change of Control if, upon direction of the
Borrower, a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Section 2.12(g) applicable to a
Change of Control Offer made by the Borrower and purchases all Loans validly surrendered and
not withdrawn under such Change of Control Offer and the Borrower otherwise complies with
this Section 2.12(g).
(i)Within 30 days following the occurrence of any Change of Control, the Borrower
shall provide a written notice to the Administrative Agent and each Lender containing the
following information (such notice, a “Change of Control Offer”):
(A)that a Change of Control has occurred and that such Lender has the
right to require Borrower to repay such Lender’s Loans at a prepayment price in
cash equal to 100% of the principal amount thereof, plus accrued and unpaid
interest to the date of purchase, to discharge its LC Exposure by Cash
Collateralizing such LC Exposure and to terminate such Lender’s unused
Revolving Commitment;
(B)the date of prepayment, LC Exposure discharge and unused
Revolving Commitment termination (the “Prepayment Date”) (which shall be no
earlier than 30 days nor later than 60 days from the date such notice is mailed);
and
(C)a statement that any Lender wishing to have its Loans repaid, LC
Exposure discharged and unused Revolving Commitment terminated pursuant to
such Change of Control Offer must comply with Section 2.12(g)(ii).
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A Change of Control Offer may be made in advance of a Change of Control, and
conditioned upon such Change of Control occurring, if a definitive agreement is in place
for the Change of Control at the time of making the Change of Control Offer.
(ii)In order to accept any Change of Control Offer, a Lender shall notify the
Administrative Agent in writing at its address for notices contained in this Agreement prior to
12:00 noon, New York time, on the Business Day next preceding the Prepayment Date with
respect to such Change of Control Offer (the “Election Time”) of such Lender’s election to
require the Borrower to prepay all or a specified portion of such Lender’s Loans, to discharge all
or a specified portion of such Lender’s LC Exposure and to terminate all or a specified portion of
such Lender’s unused Revolving Commitment pursuant to such Change of Control Offer (which,
in the case of any election to require less than all of such Lender’s Loans to be prepaid, less than
all of such Lender’s LC Exposure to be discharged and less than all such Lender’s unused
Revolving Commitment to be terminated in such Change of Control Offer, shall be, taken
together, in a minimum principal amount of $5,000,000 or an integral multiple of $1,000,000 in
excess thereof) and the principal amount of such Lender’s Loans to be prepaid, the amount of
such Lender’s LC Exposure to be discharged and the amount of such Lender’s unused Revolving
Commitment to be terminated each shall be in the same proportion of such Lender’s total Loans,
total LC Exposure and total unused Revolving Commitment, respectively), and shall specify the
amount of such Lender’s Loans which such Lender requests be prepaid, amount of such Lender’s
LC Exposure which such Lender requests be discharged and amount of unused Revolving
Commitment to be terminated in such Change of Control Offer.  In order to validly withdraw any
election with respect to any Put Exposure in any Change of Control Offer, the Lender holding
such Put Exposure shall notify the Administrative Agent in writing at its address for notices
contained in this Agreement prior to the Election Time of such Lender’s election to withdraw
such Put Exposure from such Change of Control Offer, which notification shall include a copy of
such Lender’s previous notification electing to have its Put Exposure prepaid, discharged or
terminated in such Change of Control Offer and shall state that such election is withdrawn.  All
such prepayments of such Lender’s Loans and discharge of such Lender’s LC Exposure shall
automatically result in a corresponding permanent reduction in such Lender’s Revolving
Commitments.  The Administrative Agent shall from time to time, upon request by the Borrower,
advise the Borrower of the amount of Put Exposure with respect to any Change of Control Offer.
(iii)If as of the Election Time there is any Put Exposure as to which the election to
accept the Change of Control Offer has not been withdrawn pursuant to Section 2.12(g)(ii), prior
to 1:00 p.m., New York City time, on the Prepayment Date the Borrower shall pay to the
Administrative Agent the aggregate amount payable with respect to such Put Exposure pursuant
to Section 2.12(g)(i)(A).  The Administrative Agent shall apply such funds to repay the Loans
included in such Put Exposure and to Cash-Collateralize the LC Exposure included in the Put
Exposure.  In addition, the Administrative Agent shall recalculate the Revolving Commitment
Percentage of each Lender after giving effect to such Change of Control Offer and give written
notice thereof to the Borrower and each Lender.
Section 2.13.Optional Prepayment of Loans.
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(a)The Borrower shall have the right, at any time and from time to time, to prepay
any Loans, in whole or in part, (i) with respect to SOFR Loans, upon (A) telephonic notice
(followed promptly by written or facsimile notice) or (B) written or facsimile notice, in any case
received by 1:00 p.m., New York City time, three (3) Business Days prior to the proposed date of
prepayment and (ii) with respect to ABR Loans, upon written or facsimile notice received by
1:00 p.m., New York City time, one Business Day prior to the proposed date of prepayment;
provided that ABR Loans may be prepaid on the same day notice is given if such notice is
received by the Administrative Agent by 12:00 noon, New York City time; provided further,
however, that (A) each such partial prepayment shall be in an amount not less than $1,000,000
and in integral multiples of $1,000,000 in the case of SOFR Loans and integral multiples of
$100,000 in the case of ABR Loans, (B) no prepayment of SOFR Loans shall be permitted
pursuant to this Section 2.13(a) other than on the last day of an Interest Period applicable thereto
unless such prepayment is accompanied by the payment of the amounts described in Section
2.15, and (C) no partial prepayment of a SOFR Tranche shall result in the aggregate principal
amount of the SOFR Loans remaining outstanding pursuant to such SOFR Tranche being less
than $1,000,000.
(b)Any prepayments under Section 2.13(a) shall be applied to repay the outstanding
Revolving Loans of the Revolving Lenders (without any reduction in the Total Revolving
Commitment) as the Borrower shall specify until all Revolving Loans shall have been paid in full
(plus any accrued but unpaid interest and fees thereon).  All prepayments under Section 2.13(a)
shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to
(but not including) the date of prepayment, plus any Fees and any losses, costs and expenses, as
more fully described in Section 2.15 hereof.
(c)Each notice of prepayment shall specify the prepayment date, the principal
amount of the Loans to be prepaid and, in the case of SOFR Loans, the Borrowing or
Borrowings pursuant to which made, shall be irrevocable and shall commit the Borrower to
prepay such Loan by the amount and on the date stated therein; provided that the Borrower may
revoke any notice of prepayment under this Section 2.13 if such prepayment would have resulted
from a refinancing of any or all of the Obligations hereunder, which refinancing shall not be
consummated or shall otherwise be delayed.  The Administrative Agent shall, promptly after
receiving notice from the Borrower hereunder, notify each Lender of the principal amount of the
Loans held by such Lender which are to be prepaid, the prepayment date and the manner of
application of the prepayment.
Section 2.14.Increased Costs.
(a)If any Change in Law shall:
(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account of, or
credit extended by, any Lender or Issuing Lender (except any such reserve requirement subject to
Section 2.14(c)); or
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(ii)impose on any Lender or Issuing Lender or the London interbank market any
other condition, cost or expense (other than Taxes) affecting this Agreement or SOFR Loans
made by such Lender or any Letter of Credit issued hereunder;
and the result of any of the foregoing shall be to increase the cost to such Lender of making,
converting into, continuing or maintaining any SOFR Loan (or of maintaining its obligation to
make any such Loan) or to increase the cost to such Issuing Lender of issuing or maintaining any
Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or
Issuing Lender hereunder with respect to any SOFR Loan or Letter of Credit (whether of
principal, interest or otherwise), then, upon the request of such Lender or Issuing Lender, the
Borrower will pay to such Lender or Issuing Lender, as the case may be, such additional amount
or amounts as will compensate such Lender or Issuing Lender, as the case may be, for such
additional costs incurred or reduction suffered.
(b)If any Lender or Issuing Lender reasonably determines in good faith that any
Change in Law affecting such Lender or Issuing Lender or such Lender’s or Issuing Lender’s
holding company regarding capital or liquidity requirements has or would have the effect of
reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such
Lender’s or Issuing Lender’s holding company, if any, as a consequence of this Agreement or the
SOFR Loans made by such Lender, or the Letters of Credit issued by such Issuing Lender, to a
level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s
holding company could have achieved but for such Change in Law (taking into consideration
such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s
holding company with respect to capital adequacy), then from time to time the Borrower will pay
to such Lender or Issuing Lender, as the case may be, such additional amount or amounts, in
each case as documented by such Lender or Issuing Lender to the Borrower as will compensate
such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company for any
such reduction suffered; it being understood that to the extent duplicative of the provisions in
Section 2.16, this Section 2.14(b) shall not apply to Taxes.
(c)[Reserved.]
(d)A certificate of a Lender or Issuing Lender setting forth the amount or amounts
necessary to compensate such Lender or Issuing Lender or its holding company, as the case may
be, as specified in paragraph (a) or (b) of this Section 2.14 and the basis for calculating such
amount or amounts shall be delivered to the Borrower and shall be prima facie evidence of the
amount due.  The Borrower shall pay such Lender or Issuing Lender, as the case may be, the
amount due within fifteen (15) days after receipt of such certificate.
(e)Failure or delay on the part of any Lender or Issuing Lender to demand
compensation pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s or
Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be
required to compensate a Lender or Issuing Lender pursuant to this Section 2.14 for any
increased costs or reductions incurred more than 180 days prior to the date that such Lender or
Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender’s or Issuing Lender’s intention to claim
1008536250v10
compensation therefor; provided further that, if the Change in Law giving rise to such increased
costs or reductions is retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof.  The protection of this Section 2.14 shall be
available to each Lender regardless of any possible contention as to the invalidity or
inapplicability of the law, rule, regulation, guideline or other change or condition which shall
have occurred or been imposed.
(f)The Borrower shall not be required to make payments under this Section 2.14 to
any Lender or Issuing Lender if (A) a claim hereunder arises solely through circumstances
peculiar to such Lender or Issuing Lender and which do not affect commercial banks in the
jurisdiction of organization of such Lender or Issuing Lender generally, (B) the claim arises out
of a voluntary relocation by such Lender or Issuing Lender of its applicable Lending Office (it
being understood that any such relocation effected pursuant to Section 2.18 is not “voluntary”),
or (C) such Lender or Issuing Lender is not seeking similar compensation for such costs to which
it is entitled from its borrowers generally in commercial loans of a similar size.
(g)Notwithstanding anything herein to the contrary, regulations, requests, rules,
guidelines or directives implemented after the Second Restatement Effective Date pursuant to the
Dodd-Frank Wall Street Reform and Consumer Protection Act shall be deemed to be a Change in
Law; provided however, that any determination by a Lender or Issuing Lender of amounts owed
pursuant to this Section 2.14 to such Lender or Issuing Lender due to any such Change in Law
shall be made in good faith in a manner generally consistent with such Lender’s or Issuing
Lender’s standard practice.
Section 2.15.Break Funding Payments.  In the event of (a) the payment of any principal
of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including
as a result of the occurrence and continuance of an Event of Default), (b) the failure to borrow,
convert, continue or prepay any SOFR Loan on the date specified in any notice delivered
pursuant hereto, or (c) the assignment (or reallocation) of any SOFR Loan other than on the last
day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.18, 2.27(d) or 10.08(d), then, in any such event, at the request of such Lender, the
Borrower shall compensate such Lender for the loss, cost and expense sustained by such Lender
attributable to such event.  A certificate of any Lender setting forth any amount or amounts (and
the basis for requesting such amount or amounts) that such Lender is entitled to receive pursuant
to this Section 2.15 shall be delivered to the Borrower and shall be prima facie evidence of the
amount due.  The Borrower shall pay such Lender the amount due within fifteen (15) days after
receipt of such certificate.
Section 2.16.Taxes.
(a)Any and all payments by or on account of any Obligation of the Borrower or any
Guarantor hereunder or under any other Loan Document shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if any Indemnified
Taxes or Other Taxes are required to be withheld from any amounts payable to the
Administrative Agent, any Lender or any Issuing Lender, as determined in good faith by the
applicable Withholding Agent, then (i) the sum payable by the Borrower or applicable Guarantor
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shall be increased as necessary so that after making all required deductions for any Indemnified
Taxes or Other Taxes (including deductions for any Indemnified Taxes or Other Taxes
applicable to additional sums payable under this Section 2.16), the Administrative Agent,
Lender, Issuing Lender or any other recipient of such payments (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made, (ii) the
applicable Withholding Agent shall make such deductions and (iii) the applicable Withholding
Agent shall timely pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.
(b)In addition, the Borrower or any Guarantor, as applicable, shall pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.
(c)The Borrower shall indemnify the Administrative Agent, each Lender and each
Issuing Lender, within ten (10) days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by or on behalf of or withheld or deducted from
payments owing to the Administrative Agent, such Lender or such Issuing Lender, as the case
may be, on or with respect to any payment by or on account of any obligation of the Borrower or
any Guarantor hereunder or under any other Loan Document (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16)
and any penalties, interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment
or liability delivered to the Borrower by a Lender or Issuing Lender, or by the Administrative
Agent on its own behalf or on behalf of a Lender or Issuing Lender, shall be conclusive absent
manifest error.
(d)As soon as practicable after any payment of Indemnified Taxes or Other Taxes by
the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative
Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment to the extent available, a copy of the return reporting such payment or
other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e)Each Lender shall, within ten (10) days after written demand therefor, indemnify
the Administrative Agent (to the extent the Administrative Agent has not been reimbursed by the
Borrower) for the full amount of any Taxes imposed by any Governmental Authority that are
attributable to such Lender and that are payable or paid by the Administrative Agent, together
with all interest, penalties, reasonable costs and expenses arising therefrom or with respect
thereto, as determined by the Administrative Agent in good faith.  A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be
conclusive absent manifest error.
(f)Any Foreign Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty
to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver
to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by
applicable law and as reasonably requested by the Borrower, such properly completed and
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executed documentation prescribed by applicable law or requested by the Borrower as will
permit such payments to be made without withholding or at a reduced rate; provided that a
Foreign Lender shall not be required to deliver any documentation pursuant to this Section
2.16(f) that such Foreign Lender is not legally able to deliver.
(g)(1) Without limiting the generality of the foregoing, each Foreign Lender shall
deliver to the Borrower and the Administrative Agent on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter when
the previously delivered certificates and/or forms expire, or upon request of the Borrower or the
Administrative Agent) whichever of the following is applicable:
(i)two (2) duly executed originals of Internal Revenue Service Form
W-8BEN or W-8BEN-E (as applicable), claiming eligibility for benefits of an income tax
treaty to which the United States of America is a party,
(ii)two (2) duly executed originals of Internal Revenue Service Form
W-8ECI,
(iii)two (2) duly executed originals of Internal Revenue Service Form
W-8IMY, together with applicable attachments,
(iv)in the case of a Foreign Lender claiming the benefits of exemption for
portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such
Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section
881(c)(3)(B) of the Code, (C) a “controlled foreign corporation” described in Section
881(c)(3)(C) of the Code or (D) conducting a trade or business in the United States with
which the relevant interest payments are effectively connected and (y) two (2) duly
executed originals of the Internal Revenue Service Form W-8BEN or W-8BEN-E (as
applicable), or
(v)any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in United States federal withholding tax and reasonably
requested by the Borrower or the Administrative Agent to permit the Borrower to
determine the withholding or required deduction to be made.
A Foreign Lender shall not be required to deliver any form or statement pursuant to this Section
2.16(g) that such Foreign Lender is not legally able to deliver.
(2)Any Lender that is a “United States Person” (as such term is defined in
Section 7701(a)(30) of the Code) shall deliver to the Administrative Agent and the Borrower, on
or prior to the date on which such Lender becomes a party to this Agreement (and from time to
time thereafter when the previously delivered certificates and/or forms expire, or upon request of
the Borrower or the Administrative Agent), two (2) copies of Internal Revenue Service Form
W-9 (or any successor form), properly completed and duly executed by such Lender, certifying
that such Lender is entitled to an exemption from United States backup withholding tax.
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(3)If a payment made to a Lender under this Agreement or any Loan
Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those
contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to
the Borrower and the Administrative Agent, at the time or times prescribed by law and at such
time or times reasonably requested by the Borrower or the Administrative Agent, such
documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)
of the Code) and such additional documentation reasonably requested by the Borrower or the
Administrative Agent as may be necessary for the Borrower or the Administrative Agent to
comply with its obligations under FATCA, to determine that such Lender has or has not
complied with such Lender’s obligations under FATCA or to determine the amount to deduct
and withhold from such payment.
(h)If the Administrative Agent or a Lender determines, in its sole discretion, that it
has received a refund of any Taxes or Other Taxes from the Governmental Authority to which
such Taxes or Other Taxes were paid and as to which it has been indemnified by the Borrower or
a Guarantor or with respect to which the Borrower or a Guarantor has paid additional amounts
pursuant to this Section 2.16, it shall pay over such refund to the Borrower or such Guarantor
(but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower
or such Guarantor under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to
such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender
incurred in obtaining such refund (including Taxes imposed with respect to such refund) and
without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that the Borrower or such Guarantor, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower or
such Guarantor (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender in the event the
Administrative Agent or such Lender is required to repay such refund to such Governmental
Authority.  Notwithstanding anything to the contrary in this paragraph (h), in no event will the
Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to
this paragraph (h) if, and then only to the extent, the payment of such amount would place the
Administrative Agent or such Lender in a less favorable net after-Tax position than the
Administrative Agent or such Lender would have been in if the indemnification payments or
additional amounts giving rise to such refund had never been paid.  This Section shall not be
construed to require the Administrative Agent or any Lender to make available its tax returns (or
any other information relating to its taxes which it deems confidential) to the Borrower or any
other Person.
Section 2.17.Payments Generally; Pro Rata Treatment.
(a)The Borrower shall make each payment or prepayment required to be made by it
hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of
amounts payable under Section 2.14 or 2.15, or otherwise) prior to 1:00 p.m., New York City
time, on the date when due, in immediately available funds, without set-off or counterclaim. 
Any amounts received after such time on any date may, in the reasonable discretion of the
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Administrative Agent, be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon.  All such payments shall be made to the Administrative
Agent at its offices at 388 Greenwich Street, New York, NY 10013, pursuant to wire instructions
to be provided by the Administrative Agent, except payments to be made directly to an Issuing
Lender as expressly provided herein and except that payments pursuant to Sections 2.14, 2.15
and 10.04 shall be made directly to the Persons entitled thereto.  The Administrative Agent shall
distribute any such payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof.  If any payment hereunder shall be due on a day
that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable
for the period of such extension.  All payments hereunder shall be made in U.S. Dollars.
(b)If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all Obligations then due hereunder, such funds shall be applied
(i) first, towards payment of Fees and expenses then due under Sections 2.19 and 10.04 payable
to the Administrative Agent, (ii) second, towards payment of Fees and expenses then due under
Sections 2.20, 2.21 and 10.04 payable to the Lenders and the Issuing Lenders and towards
payment of interest then due on account of the Revolving Loans and Letters of Credit, ratably
among the parties entitled thereto in accordance with the amounts of such Fees and expenses and
interest then due to such parties and (iii) third, towards payment of (A) principal of the
Revolving Loans and unreimbursed LC Disbursements then due hereunder, (B) any Designated
Banking Product Obligations then due, to the extent such Designated Banking Product
Obligations constitute “Obligations” hereunder, and (C) any Designated Hedging Obligations
then due, to the extent such Designated Hedging Obligations constitute “Obligations” hereunder,
ratably among the parties entitled thereto in accordance with the amounts of principal,
unreimbursed LC Disbursements, Designated Banking Product Obligations constituting
Obligations and Designated Hedging Obligations constituting Obligations then due to such
parties.  Excluded Swap Obligations with respect to any Guarantor shall not be paid with
amounts received from such Guarantor or its assets, but appropriate adjustment shall be made
with respect to payments from the Borrower or other Guarantors to preserve the allocations to
Obligations otherwise set forth above in this Section 2.17(b).
(c)Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the
Lenders or the Issuing Lenders hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the
applicable Issuing Lender, as the case may be, the amount due.  In such event, if the Borrower
has not in fact made such payment, then each of the Lenders or the applicable Issuing Lender, as
the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or Issuing Lender with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation.
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(d)If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.04(a), 2.04(b), 8.04 or 10.04(d), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully paid.
Section 2.18.Mitigation Obligations; Replacement of Lenders.
(a)If the Borrower is required to pay any additional amount to any Lender under
Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different
lending office for funding or booking its Loans hereunder, to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, to file any certificate or document
reasonably requested by the Borrower or to take other reasonable measures, if, in the judgment of
such Lender, such designation, assignment, filing or other measures (i) would eliminate or
reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or assignment. 
Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the
rights of any Lender pursuant to Section 2.14 or 2.16.
(b)If, after the Second Restatement Effective Date, any Lender requests
compensation under Section 2.14 or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to Section
2.16, or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, (i) terminate such Lender’s
Revolving Commitment, prepay such Lender’s outstanding Loans and provide Cash
Collateralization for such Lender’s LC Exposure or (ii) require such Lender to assign, without
recourse (in accordance with and subject to the restrictions contained in Section 10.02), all its
interests, rights and obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment), in any
case as of a Business Day specified in such notice from the Borrower; provided that (i) such
terminated or assigning Lender shall have received payment of an amount equal to the
outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts
due, owing and payable to it hereunder at the time of such termination or assignment, from the
assignee (to the extent of such outstanding principal and accrued interest and fees in the case of
an assignment) or the Borrower (in the case of all other amounts) and (ii) in the case of an
assignment due to payments required to be made pursuant to Section 2.16, such assignment will
result in a reduction in such compensation or payments.
Section 2.19.Certain Fees.  The Borrower shall pay to the Administrative Agent the
Fees set forth in that certain Administrative Agent Fee Letter, dated April 4, 2017, between the
Administrative Agent and the Borrower, at the times set forth therein.
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Section 2.20.Commitment Fee and UpfrontAmendment Fee.  (a) The Borrower shall
pay to the Administrative Agent for the accounts of the Revolving Lenders a commitment fee
(the “Commitment Fee”) for the period commencing on the Second Restatement Effective Date
to the Revolving Facility Termination Date with respect to the applicable Revolving
Commitments or the earlier date of termination of the applicable Revolving Commitment,
computed (on the basis of the actual number of days elapsed over a year of 360 days) at the
Commitment Fee Rate on the average daily Unused Total Revolving Commitment.  Such
Commitment Fee, to the extent then accrued, shall be payable quarterly in arrears (a) on the last
Business Day of each March, June, September and December, (b) on the Revolving Facility
Termination Date with respect to the applicable Revolving Commitments, and (c) as provided in
Section 2.11 hereof, upon any reduction or termination in whole or in part of the Total Revolving
Commitment.
(b)The Borrower shall pay on the Second Restatement Effective Date toAmendment
Closing Date to the Administrative Agent for the account of each Lender as of such date, an
upfront fee in an amount as set forth in a separate Fee Letter entered into by the Borrower with
such Lenderthe Administrative Agent on or prior to the Second Restatement
EffectiveAmendment Closing Date (such upfront fees, the “UpfrontAmendment Fees”).
Section 2.21.Letter of Credit Fees.  The Borrower shall pay with respect to each Letter
of Credit (i) to the Administrative Agent for the account of the applicable Issuing Lender a fee
calculated (on the basis of the actual number of days elapsed over a year of 360 days) at the per
annum rate equal to the Applicable Margin then in effect with respect to SOFR Loans under the
Revolving Facility on the daily average LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) with respect to such Letter of Credit and (ii) to each Issuing
Lender (with respect to each Letter of Credit issued by it), such Issuing Lender’s customary and
reasonable fees as may be agreed by the Issuing Lender and the Borrower for issuance,
amendments and processing referred to in Section 2.02.  In addition, the Borrower agrees to pay
each Issuing Lender for its account a fronting fee of 0.125% per annum, up to a maximum
amount of $1,000 per annum per Letter of Credit, in respect of each Letter of Credit issued by
such Issuing Lender, for the period from and including the date of issuance of such Letter of
Credit to and including the date of termination of such Letter of Credit.  Accrued fees described
in this paragraph in respect of each Letter of Credit shall be due and payable quarterly in arrears
on the last Business Day of each March, June, September and December and on the Revolving
Facility Termination Date with respect to the applicable Revolving Commitments.  So long as no
Event of Default has occurred, fees accruing on any Letter of Credit outstanding after the
applicable Revolving Facility Termination Date shall be payable quarterly in the manner
described in the immediately preceding sentence and on the date of expiration or termination of
any such Letter of Credit.
Section 2.22.Nature of Fees.  All Fees shall be paid on the dates due, in immediately
available funds, to the Administrative Agent, as provided herein and in the Fee Letters described
in Section 2.19 and Section 2.20.  Once paid, none of the Fees shall be refundable under any
circumstances.
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Section 2.23.Right of Set-Off.  Upon the occurrence and during the continuance of any
Event of Default pursuant to Section 7.01(b), the Administrative Agent and each Lender (and
their respective banking Affiliates) are hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final but excluding deposits in the Escrow Accounts, Payroll
Accounts and other accounts, in each case, held in trust for an identified beneficiary) at any time
held and other indebtedness at any time owing by the Administrative Agent and each such
Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower or
any Guarantor against any and all of any such overdue amounts owing under the Loan
Documents, irrespective of whether or not the Administrative Agent or such Lender shall have
made any demand under any Loan Document; provided that in the event that any Defaulting
Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately
to the Administrative Agent for further application in accordance with the provisions of Section
2.26(d) and, pending such payment, will be segregated by such Defaulting Lender from its other
funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders
and the Revolving Lenders and (y) the Defaulting Lender will provide promptly to the
Administrative Agent a statement describing in reasonable detail the Obligations owing to such
Defaulting Lender as to which it exercised such right of setoff.  Each Lender agrees promptly to
notify the Borrower and the Administrative Agent after any such set-off and application made by
such Lender (or any of such banking Affiliates) and the Administrative Agent agrees promptly to
notify the Borrower after any such set-off and application made by it (or any of its banking
Affiliates), as the case may be, provided that the failure to give such notice shall not affect the
validity of such set-off and application.  The rights of each Lender and the Administrative Agent
under this Section 2.23 are in addition to other rights and remedies which such Lender and the
Administrative Agent may have upon the occurrence and during the continuance of any Event of
Default.
Section 2.24.Security Interest in Letter of Credit Account.  The Borrower hereby
pledges to the Administrative Agent, for its benefit and for the benefit of the other Secured
Parties, and hereby grants to the Administrative Agent, for its benefit and for the benefit of the
other Secured Parties, a first priority security interest, senior to all other Liens, if any, in all of
the Borrower’s right, title and interest in and to the Letter of Credit Account, any direct
investment of the funds contained therein and any proceeds thereof.  Cash held in the Letter of
Credit Account shall not be available for use by the Borrower, and shall be released to the
Borrower only as described in Section 2.02(j).
Section 2.25.Payment of Obligations.  Subject to the provisions of Section 7.01, upon
the maturity (whether by acceleration or otherwise) of any of the Obligations under this
Agreement or any of the other Loan Documents of the Borrower, the Lenders shall be entitled to
immediate payment of such Obligations.
Section 2.26.Defaulting Lenders.
(a)If at any time any Lender becomes a Defaulting Lender, then the Borrower may,
on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender,
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replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign
pursuant to Section 10.02(b) (with the assignment fee to be waived in such instance and subject
to any consents required by such Section) all of its rights and obligations under this Agreement
to one or more assignees; provided that neither the Administrative Agent nor any Lender shall
have any obligation to the Borrower to find a replacement Lender or other such Person.
(b)Any Lender being replaced pursuant to Section 2.26(a) shall (i) execute and
deliver an Assignment and Acceptance with respect to such Lender’s outstanding Commitments
and Loans, and (ii) deliver any documentation evidencing such Loans to the Borrower or the
Administrative Agent.  Pursuant to such Assignment and Acceptance, (A) the assignee Lender
shall acquire all or a portion, as specified by the Borrower and such assignee, of the assigning
Lender’s outstanding Commitments and Loans, (B) all obligations of the Borrower owing to the
assigning Lender relating to the Commitments and Loans so assigned shall be paid in full by the
assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance
(including, without limitation, any amounts owed under Section 2.15 due to such replacement
occurring on a day other than the last day of an Interest Period), and (C) upon such payment and,
if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate
documentation executed by the Borrower in connection with previous Borrowings, the assignee
Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a
Lender hereunder with respect to such assigned Commitments and Loans, except with respect to
indemnification provisions under this Agreement, which shall survive as to such assigning
Lender; provided that an assignment contemplated by this Section 2.26(b) shall become effective
notwithstanding the failure by the Lender being replaced to deliver the Assignment and
Acceptance contemplated by this Section 2.26(b), so long as the other actions specified in this
Section 2.26(b) shall have been taken.
(c)Anything herein to the contrary notwithstanding, if a Revolving Lender becomes,
and during the period it remains, a Defaulting Lender, during such period, such Defaulting
Lender shall not be entitled to any fees accruing during such period pursuant to Section 2.20
(without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees).
(d)Any amount paid by the Borrower or otherwise received by the Administrative
Agent for the account of a Defaulting Lender under this Agreement (whether on account of
principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to
such Defaulting Lender, but shall instead be retained by the Administrative Agent in a segregated
account until (subject to Section 2.26(f)) the termination of the Revolving Commitments and
payment in full of all obligations of the Borrower hereunder and will be applied by the
Administrative Agent, to the fullest extent permitted by law, to the making of payments from
time to time in the following order of priority:
first, to the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent,
second, to the payment of the default interest and then current interest due and
payable to the Revolving Lenders which are Non-Defaulting Lenders hereunder, ratably
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among them in accordance with the amounts of such interest then due and payable to
them,
third, to the payment of fees then due and payable to the Non-Defaulting Lenders
hereunder, ratably among them in accordance with the amounts of such fees then due and
payable to them,
fourth, to the ratable payment of other amounts then due and payable to the Non-
Defaulting Lenders, and
fifth, after the termination of the Revolving Commitments and payment in full of
all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to
such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.
(e)The Borrower may terminate the unused amount of the Commitment of any
Lender that is a Defaulting Lender upon not less than ten (10) Business Days’ prior notice to the
Administrative Agent (which shall promptly notify the Revolving Lenders thereof), and in such
event the provisions of Section 2.26(d) will apply to all amounts thereafter paid by the Borrower
for the account of such Defaulting Lender under this Agreement (whether on account of
principal, interest, fees, indemnity or other amounts), provided that (i) no Event of Default shall
have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or
release of any claim the Borrower, the Administrative Agent, or any Lender may have against
such Defaulting Lender.
(f)If the Borrower and the Administrative Agent agree in writing that a Revolving
Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the
Administrative Agent will so notify the Revolving Lenders, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein, such Revolving Lender
shall purchase at par such portions of outstanding Revolving Loans of the other Revolving
Lenders, and/or make such other adjustments, as the Administrative Agent may determine to be
necessary to cause the Revolving Lenders to hold Revolving Loans on a pro rata basis in
accordance with their respective Revolving Commitments, whereupon such Revolving Lender
shall cease to be a Defaulting Lender and will be a Non-Defaulting Lender; provided that no
adjustments shall be made retroactively with respect to fees accrued while such Revolving
Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-
Defaulting Lender shall constitute a waiver or release of any claim of any party hereunder arising
from such Revolving Lender’s having been a Defaulting Lender.
(g)Notwithstanding anything to the contrary herein, (x) any Lender that is an Issuing
Lender hereunder may not be replaced in its capacity as an Issuing Lender at any time that it has
a Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such
Issuing Lender have been made with respect to such outstanding Letters of Credit and (y) the
Administrative Agent may not be replaced hereunder except in accordance with the terms of
Section 8.05.
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Section 2.27.Increase in Commitment.
(a)Borrowing Request.  The Borrower may by written notice to the Administrative
Agent request, prior to the then latest Revolving Facility Maturity Date, an increase to the
existing Revolving Commitments; provided that after giving effect to such increase, the Total
Revolving Commitments shall not exceed $850,000,000.  Such notice shall specify (i) the date
(each, an “Increase Effective Date”) on which the Borrower proposes that the increased
Commitments shall be effective, which shall be a date not less than 10 Business Days after the
date on which such notice is delivered to the Administrative Agent and (ii) the identity of each
Eligible Assignee to whom the Borrower proposes any portion of such increased Commitments
be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any
existing Lender approached to provide all or a portion of the increased Commitments may elect
or decline, in its sole discretion, to provide such increased Commitment.
(b)Conditions.  The increased Commitments shall become effective, as of such
Increase Effective Date provided that:
(i)each of the conditions set forth in Section 4.02 shall be satisfied on or prior to
such Increase Effective Date;
(ii)no Event of Default shall have occurred and be continuing or would result from
giving effect to the increased Commitments on such Increase Effective Date;
(iii)after giving pro forma effect to the increased Commitments to be made on such
Increase Effective Date, the Borrower shall be in pro forma compliance with the covenant set
forth in Section 6.09(a); and
(iv)the Borrower shall deliver or cause to be delivered any legal opinions or other
documents reasonably requested by the Administrative Agent in connection with any such
transaction.
(c)Terms of Revolving Loans and Commitments.  The terms and provisions of
Revolving Loans made pursuant to the increased Commitments shall be identical to the
Revolving Loans.  The increased Commitments shall be effected by a joinder agreement (the
“Increase Joinder”) executed by the Borrower, the Administrative Agent and each Lender
making such increased Commitment, in form and substance satisfactory to each of them.  The
Increase Joinder may, without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of
the Administrative Agent, to effect the provisions of this Section 2.27.  In addition, unless
otherwise specifically provided herein, all references in the Loan Documents to Revolving Loans
shall be deemed, unless the context otherwise requires, to include references to Revolving Loans
made pursuant to any increased Revolving Commitments made pursuant to this Agreement.
(d)Adjustment of Revolving Loans.  Each of the existing Revolving Lenders shall
assign to each of the applicable New Lenders, and each of the New Lenders shall purchase from
each of the existing Revolving Lenders, at the principal amount thereof (together with accrued
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interest), such interests in the Revolving Loans outstanding on such Increase Effective Date as
shall be necessary in order that, after giving effect to all such assignments and purchases, such
Revolving Loans will be held by the existing Lenders and New Lenders ratably in accordance
with their Revolving Commitments after giving effect to the increased Revolving Commitments
on such Increase Effective Date; provided that no such reallocation shall result in any Issuing
Lender having Revolving Extensions of Credit greater than its Revolving Commitment.  If there
is a new Borrowing of Revolving Loans on such Increase Effective Date, the Revolving Lenders
after giving effect to such Increase Effective Date shall make such Revolving Loans in
accordance with Section 2.01(a).  Any amounts owed under Section 2.15 due to a reallocation of
SOFR Loans pursuant to this Section 2.27(d) occurring on a day other than the last day of an
Interest Period applicable thereto shall be payable by the Borrower pursuant to Section 2.15.
(e)Equal and Ratable Benefit.  The Revolving Loans and Commitments established
pursuant to this paragraph shall constitute Revolving Loans and Commitments under, and shall
be entitled to all the benefits afforded by, this Agreement and the other Loan Documents and
shall, without limiting the foregoing, benefit equally and ratably from the security interests
created by the Collateral Documents.
Section 2.28.Extension of the Revolving Facility.
(a)Notwithstanding anything to the contrary in this Agreement, pursuant to one or
more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders
holding Revolving Commitments with a like maturity date, on a pro rata basis (based on the
aggregate Revolving Commitments with a like maturity date) and on the same terms to each such
Lender, the Borrower is hereby permitted to consummate from time to time transactions with
individual Lenders that accept the terms contained in such Extension Offers to extend the
maturity date of each such Lender’s Revolving Commitments and otherwise modify the terms of
such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including,
without limitation, by the changing interest rate or fees payable in respect of such Revolving
Commitments (and related outstandings)) (each, an “Extension”, and each group of Revolving
Commitments, as so extended, as well as the original Revolving Commitments not so extended,
being a “tranche”, and any Extended Revolving Commitments shall constitute a separate tranche
of Revolving Commitments from the tranche of Revolving Commitments from which they were
converted), so long as the following terms are satisfied:
(i) no Default or Event of Default shall have occurred and be continuing at
the time the offering document in respect of an Extension Offer is delivered to the
Lenders (the “Extension Offer Date”),
(ii) except as to interest rates, fees and final maturity (which shall be set forth
in the relevant Extension Offer), the Revolving Commitment of any Revolving Lender
that agrees to an Extension with respect to such Revolving Commitment extended
pursuant to an Extension (an “Extended Revolving Commitment”), and the related
outstandings, shall be a Revolving Commitment (or related outstandings, as the case may
be) with the same terms as the original Revolving Commitments (and related
outstandings); provided that (1) the borrowing and repayment (except for (A) payments
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of interest and fees at different rates on Extended Revolving Commitments (and related
outstandings), (B) repayments required upon the maturity date of the non-extending
Revolving Commitments and (C) repayment made in connection with a permanent
repayment and termination of commitments) of Loans with respect to Extended
Revolving Commitments after the applicable Extension date shall be made on a pro rata
basis with all other Revolving Commitments, (2) the permanent repayment of Revolving
Loans with respect to, and termination of, Extended Revolving Commitments after the
applicable Extension date shall be made on a pro rata basis with all other Revolving
Commitments, except that the Borrower shall be permitted to permanently repay and
terminate commitments of any such tranche on a better than a pro rata basis as compared
to any other tranche with a later maturity date than such tranche, (3) assignments and
participations of Extended Revolving Commitments and extended Revolving Loans shall
be governed by the same assignment and participation provisions applicable to Revolving
Commitments and Revolving Loans and (4) at no time shall there be Revolving
Commitments hereunder (including Extended Revolving Commitments and any original
Revolving Commitments) which have more than two different maturity dates,
(iii) if the aggregate principal amount of Revolving Commitments in respect of
which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed
the maximum aggregate principal amount of Revolving Commitments, as the case may
be, offered to be extended by the Borrower pursuant to such Extension Offer, then the
Revolving Loans of such Revolving Lenders shall be extended ratably up to such
maximum amount based on the respective principal amounts (but not to exceed actual
holdings of record) with respect to which such Revolving Lenders have accepted such
Extension Offer,
(iv) if the aggregate principal amount of Revolving Commitments in respect of
which Revolving Lenders shall have accepted the relevant Extension Offer shall be less
than the maximum aggregate principal amount of Revolving Commitments, as the case
may be, offered to be extended by the Borrower pursuant to such Extension Offer, then
the Borrower may require each Revolving Lender that does not accept such Extension
Offer to assign pursuant to Section 10.02 no later than forty-five (45) days after the
Extension Offer Date its pro rata share of the outstanding Revolving Commitments and
Revolving Loans offered to be extended pursuant to such Extension Offer to one or more
assignees which have agreed to such assignment and to extend the applicable Revolving
Facility Maturity Date; provided that (1) each Revolving Lender that does not respond
affirmatively within thirty (30) days of the Extension Offer Date shall be deemed not to
have accepted such Extension Offer, (2) each assigning Revolving Lender shall have
received payment of an amount equal to the outstanding principal of its Revolving Loans,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from
the assignee (to the extent of such outstanding principal and accrued interest and fees) or
the Borrower (in the case of all other amounts), (3) the processing and recordation fee
specified in Section 10.02(b) shall be paid by the Borrower or such assignee and (4) the
assigning Revolving Lender shall continue to be entitled to the rights under Section 10.04
for any period prior to the effectiveness of such assignment,
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(v) all documentation in respect of such Extension shall be consistent with the
foregoing, and
(vi) any applicable Minimum Extension Condition shall be satisfied unless
waived by the Borrower.  For the avoidance of doubt, no Lender shall be obligated to
accept any Extension Offer.
(b)With respect to all Extensions consummated by the Borrower pursuant to this
Section, (i) such Extensions shall not constitute voluntary or mandatory payments or
prepayments for purposes of Section 2.12 or Section 2.13 and (ii) each Extension Offer shall
specify the minimum amount of Revolving Commitments to be tendered, which shall be a
minimum amount approved by the Administrative Agent (a “Minimum Extension Condition”). 
The Administrative Agent and the Lenders hereby consent to the transactions contemplated by
this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in
respect of any Extended Revolving Commitments on such terms as may be set forth in the
relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement
(including, without limitation, Section 2.11, 2.12, 2.17 and 8.08) or any other Loan Document
that may otherwise prohibit any such Extension or any other transaction contemplated by this
Section 2.28.
(c)The consent of the Administrative Agent shall be required to effectuate any
Extension, such consent not to be unreasonably withheld.  No consent of any Lender shall be
required to effectuate any Extension, other than the consent of each Lender agreeing to such
Extension with respect to one or more of its Revolving Commitments (or a portion thereof) (or,
in the case of an Extension pursuant to clause (iv) of Section 2.28(a), the consent of the assignee
agreeing to the assignment of one or more Revolving Commitments and/or Revolving Loans). 
All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations
under this Agreement and the other Loan Documents that are secured by the Collateral on a pari
passu basis with all other applicable Obligations under this Agreement and the other Loan
Documents.  The Lenders hereby irrevocably authorize the Administrative Agent to enter into
amendments to this Agreement and the other Loan Documents (each, an “Extension
Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-
tranches in respect of Revolving Commitments so extended and such technical amendments as
may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the
Borrower in connection with the establishment of such new tranches or sub-tranches, in each
case on terms consistent with this Section 2.28.
(d)In connection with any Extension, the Borrower shall provide the Administrative
Agent at least five (5) Business Days (or such shorter period as may be agreed by the
Administrative Agent) prior written notice thereof, and shall agree to such procedures (including,
without limitation, regarding timing, rounding and other adjustments and to ensure reasonable
administrative management of the credit facilities hereunder after such Extension), if any, as may
be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to
accomplish the purposes of this Section 2.28.
Section 2.29.Benchmark Replacement Setting.
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(a)Benchmark Replacement. Notwithstanding anything to the contrary herein or in
any other Loan Document, upon the occurrence of a Benchmark Transition Event, the
Administrative Agent and the Borrower may amend this Agreement to replace the then-current
Benchmark with a Benchmark Replacement.  Any such amendment with respect to a Benchmark
Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th)
Business Day after the Administrative Agent has posted such proposed amendment to all
affected Lenders and the Borrower so long as the Administrative Agent has not received, by such
time, written notice of objection to such amendment from Lenders comprising the Required
Lenders.  No replacement of a Benchmark with a Benchmark Replacement pursuant to this
Section 2.29(a)(i) will occur prior to the applicable Benchmark Transition Start Date.
(b)Benchmark Replacement Conforming Changes. In connection with the use,
administration, adoption or implementation of a Benchmark Replacement, the Administrative
Agent will, subject to the consent of the Borrower, have the right to make  Conforming Changes
from time to time and, notwithstanding anything to the contrary herein or in any other Loan
Document, any amendments entered into by the Administrative Agent and the Borrower
implementing such Conforming Changes will become effective without any further action or
consent of any other party to this Agreement or any other Loan Document.
(c)Notices; Standards for Decisions and Determinations. The Administrative Agent
will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark
Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use,
administration, adoption or implementation of a Benchmark Replacement.  The Administrative
Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark
pursuant to Section 2.29(d) and (v) the commencement of any Benchmark Unavailability Period. 
Any determination, decision or election that may be made by the Administrative Agent or, if
applicable, any Lender (or group of Lenders) pursuant to this Section 2.29, including any
determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action or
any selection, will be conclusive and binding absent manifest error and may be made in its or
their sole discretion and without consent from any other party to this Agreement or any other
Loan Document, except, in each case, as expressly required pursuant to this Section 2.29.
(d)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary
herein or in any other Loan Document, at any time (including in connection with the
implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate
(including Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not
displayed on a screen or other information service that publishes such rate from time to time as
selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor
for the administrator of such Benchmark has provided a public statement or publication of
information announcing that any tenor for such Benchmark is not or will not be representative,
then the Administrative Agent may modify the definition of “Interest Period” (or any similar or
analogous definition) for any Benchmark settings at or after such time to remove such
unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i)
above either (A) is subsequently displayed on a screen or information service for a Benchmark
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(including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement
that it is not or will not be representative for a Benchmark (including a Benchmark
Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or
any similar or analogous definition) for all Benchmark settings at or after such time to reinstate
such previously removed tenor.
(e)Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the
commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of SOFR Loans to be made, converted
or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be
deemed to have converted any such request into a request for a Borrowing of or conversion to
ABR Loans and (ii) any outstanding affected SOFR Loans will be deemed to have been
converted to ABR Loans at the end of the applicable Interest Period.  During a Benchmark
Unavailability Period or at any time that a tenor for the then-current Benchmark is not an
Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor
for such Benchmark, as applicable, will not be used in any determination of ABR.
Section 2.30.Inability to Determine Rates. Subject to Section 2.29, if, on or prior to the
first day of any Interest Period for any SOFR Loan the Administrative Agent determines (which
determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot
be determined pursuant to the definition thereof, the Administrative Agent will promptly so
notify the Borrower and each Lender.
Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders
to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR
Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected
Interest Periods) until the Administrative Agent revokes such notice.  Upon receipt of such
notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or
continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest
Periods) or, failing that, the Borrower will be deemed to have converted any such request into a
request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii)
any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at
the end of the applicable Interest Period.  Upon any such conversion, the Borrower shall also pay
accrued interest on the amount so converted, together with any additional amounts required
pursuant to Section 2.15. Subject to Section 2.29, if the Administrative Agent determines (which
determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot
be determined pursuant to the definition thereof on any given day, the interest rate on ABR
Loans shall be determined by the Administrative Agent without reference to clause (c) of the
definition of “ABR” until the Administrative Agent revokes such determination.
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SECTION 3.
REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to make Loans and issue Letters of Credit
hereunder, the Borrower and each of the Guarantors jointly and severally represent and warrant
as follows:
Section 3.01.Organization and Authority.  Each of the Borrower and the Guarantors (a)
is duly organized, validly existing and in good standing (to the extent such concept is applicable
in the applicable jurisdiction) under the laws of the jurisdiction of its organization and is duly
qualified and in good standing in each other jurisdiction in which the failure to so qualify would
have a Material Adverse Effect and (b) has the requisite corporate or limited liability company
power and authority to effect the Transactions, to own or lease and operate its properties and to
conduct its business as now or currently proposed to be conducted.
Section 3.02.Air Carrier Status.  The Borrower is an “air carrier” within the meaning of
Section 40102 of Title 49 and holds a certificate under Section 41102 of Title 49.  The Borrower
holds an air carrier operating certificate issued pursuant to Chapter 447 of Title 49.  The
Borrower is a “citizen of the United States” as defined in Section 40102(a)(15) of Title 49 and as
that statutory provision has been interpreted by the DOT pursuant to its policies (a “United States
Citizen”).  The Borrower possesses all necessary certificates, franchises, licenses, permits, rights,
designations, authorizations, exemptions, concessions, frequencies and consents which relate to
the operation of the routes flown by it and the conduct of its business and operations as currently
conducted except where failure to so possess would not, in the aggregate, have a Material
Adverse Effect.
Section 3.03.Due Execution.  The execution, delivery and performance by each of the
Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within
the respective corporate or limited liability company powers of each of the Borrower and the
Guarantors, have been duly authorized by all necessary corporate or limited liability company
action, including the consent of shareholders or members where required, and do not (i)
contravene the charter, by-laws or limited liability company agreement (or equivalent
documentation) of the Borrower or any of the Guarantors, (ii) violate any applicable law
(including, without limitation, the Securities Exchange Act of 1934) or regulation (including,
without limitation, Regulations T, U or X of the Board), or any order or decree of any court or
Governmental Authority, other than violations by the Borrower or the Guarantors which would
not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a
breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any
material lease, agreement or other instrument binding on the Borrower or the Guarantors or any
of their properties, which, in the aggregate, would reasonably be expected to have a Material
Adverse Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the
property of the Borrower or any of the other Grantors other than the Liens granted pursuant to
this Agreement or the other Loan Documents; and (b) do not require the consent, authorization
by or approval of or notice to or filing or registration with any Governmental Authority or any
1008536250v10
other Person, other than (i) the filing of financing statements under the UCC, (ii) the filings and
consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions
that have been obtained on or prior to the Second Restatement Effective Date and remain in full
force and effect, (iv) consents, approvals and exemptions that the failure to obtain in the
aggregate would not be reasonably expected to result in a Material Adverse Effect and (v)
routine reporting obligations.  Each Loan Document to which the Borrower or a Guarantor is a
party has been duly executed and delivered by the Borrower and each of the Guarantors party
thereto.  This Agreement and the other Loan Documents to which the Borrower or any of the
Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each
Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may
be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity or at law.
Section 3.04.Statements Made.
(a)The written information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation of this Agreement (as
modified or supplemented by other written information so furnished), together with the Annual
Report on Form 10-K for 2021 of the Borrower filed with the SEC and all Quarterly Reports on
Form 10-Q or Current Reports on Form 8-K that have been filed after December 31, 2021, by the
Borrower, with the SEC (as amended), taken as a whole as of the Second Restatement Effective
Date did not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made therein not misleading in light of the circumstances in
which such information was provided; provided that, with respect to projections, estimates or
other forward-looking information the Borrower represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the time.
(b)The Annual Report on Form 10-K of the Borrower most recently filed with the
SEC, and each Quarterly Report on Form 10-Q and Current Report on Form 8-K of the Borrower
filed with the SEC subsequently and prior to the date that this representation and warranty is
being made, did not as of the date filed with the SEC (giving effect to any amendments thereof
made prior to the date that this representation and warranty is being made) contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were made, not
misleading.
Section 3.05.Financial Statements; Material Adverse Change.
(a)The audited consolidated financial statements of the Borrower and its Subsidiaries
for the fiscal year ended December 31, 2021, included in the Borrower’s Annual Report on Form
10-K for 2021 filed with the SEC, as amended, present fairly, in all material respects, in
accordance with GAAP, the financial condition, results of operations and cash flows of the
Borrower and its Subsidiaries on a consolidated basis as of such date and for such period.
1008536250v10
(b)Except as disclosed in the Borrower’s Annual Report on Form 10-K for 2021 or
any subsequent report filed by the Borrower on Form 10-Q or Form 8-K with the SEC, since
December 31, 2021, there has been no Material Adverse Change.
Section 3.06.Ownership of Subsidiaries.  As of the Second Restatement Effective Date,
other than as set forth on Schedule 3.06, (a) each of the Persons listed on Schedule 3.06 is a
wholly-owned, direct or indirect Subsidiary of the Borrower, and (b) the Borrower owns no other
Subsidiaries (other than Immaterial Subsidiaries), whether directly or indirectly.
Section 3.07.Liens.  There are no Liens of any nature whatsoever on any Collateral
other than Permitted Liens.
Section 3.08.Use of Proceeds.  The proceeds of the Loans, and the Letters of Credit,
shall be used for working capital or other general corporate purposes of the Borrower and its
Subsidiaries (including the repayment of indebtedness and the payment of fees and transaction
costs as contemplated hereby and as referred to in Sections 2.19 and 2.20).
Section 3.09.Litigation and Compliance with Laws.
(a)Except as disclosed in the Borrower’s Annual Report on Form 10-K for 2021 or
any subsequent report filed by the Borrower on Form 10-Q or Form 8-K with the SEC since
December 31, 2021, there are no actions, suits, proceedings or investigations pending or, to the
knowledge of the Borrower or the Guarantors, threatened against the Borrower or the Guarantors
or any of their respective properties (including any properties or assets that constitute Collateral
under the terms of the Loan Documents), before any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, that (i) are likely to
have a Material Adverse Effect or (ii) would reasonably be expected to affect the legality,
validity, binding effect or enforceability of the Loan Documents or, in any material respect, the
rights and remedies of the Administrative Agent or the Lenders thereunder or in connection with
the Transactions.
(b)Except with respect to any matters that, individually or in the aggregate, would
not reasonably be expected to result in a Material Adverse Effect, the Borrower and each
Guarantor to its knowledge is currently in compliance with all applicable statutes, regulations
and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect
of the conduct of its business and ownership of its property.
Section 3.10.FAA Slot Utilization. If Slots are included in the Collateral, except for
matters which would not reasonably be expected to have a Material Adverse Effect, the
Borrower and the other Grantors, as applicable, are utilizing, or causing to be utilized, their
respective Pledged Slots (except Pledged Slots which are reasonably determined by the Borrower
to be of de minimis value or surplus to the Borrower’s needs) in a manner consistent in all
material respects with applicable rules, regulations, laws and contracts in order to preserve both
their respective right to hold and operate the Pledged Slots, taking into account any waivers or
other relief granted to the Borrower or any Guarantor by the FAA, other applicable U.S.
Governmental Authorities or U.S. Airport Authorities.  Neither the Borrower nor any Guarantor
1008536250v10
has received any written notice from the FAA, other applicable U.S. Governmental Authorities
or U.S. Airport Authorities, or is otherwise aware of any other event or circumstance, that would
be reasonably likely to impair in any material respect its respective right to hold and operate any
Pledged Slot, except for any such impairment that, either individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect.
Section 3.11.Margin Regulations; Investment Company Act.
(a)Neither the Borrower nor any Guarantor is engaged, principally or as one of its
important activities, in the business of purchasing or carrying margin stock (within the meaning
of Regulation U issued by the Board, “Margin Stock”), or extending credit for the purpose of
purchasing or carrying Margin Stock, and no proceeds of any Loans will be used to purchase or
carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying
any Margin Stock in violation of Regulation U.
(b)Neither the Borrower nor any Guarantor is, or after the making of the Loans will
be, or is required to be, registered as an “investment company” under the Investment Company
Act of 1940, as amended.  Neither the making of any Loan, nor the issuance of any Letters of
Credit, nor the application of the proceeds of any Loan or repayment of any Loan or
reimbursement of any LC Disbursement by the Borrower, nor the consummation of the other
transactions contemplated by the Loan Documents, will violate any provision of such Act or any
rule, regulation or order of the SEC thereunder.
Section 3.12.Ownership of Collateral.  Each Grantor has good title to the Collateral
owned by it, free and clear of all Liens other than Permitted Liens.
Section 3.13.Perfected Security Interests.  The Collateral Documents, taken as a whole,
are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties,
a legal, valid and enforceable security interest in all of the Collateral to the extent purported to be
created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity or at law.  With
respect to the Collateral as of the Second Restatement Effective Date, at such time as (a)
financing statements in appropriate form are filed in the appropriate offices (and the appropriate
fees are paid) and (b) the execution of the Account Control Agreements, the Administrative
Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest
and/or mortgage (or comparable Lien) in all of such Collateral to the extent that the Liens on
such Collateral may be perfected upon the filings or recordations or upon the taking of the
actions described in clauses (a) and (b) above, subject in each case only to Permitted Liens, and
such security interest is entitled to the benefits, rights and protections afforded under the
Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence
of this Section 3.13).
Section 3.14.Payment of Taxes.  Each of the Borrower and its Subsidiaries has timely
filed or caused to be filed all Tax returns and reports required to have been filed by it and has
paid or caused to be paid when due all Taxes required to have been paid by it, except and solely
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to the extent that, in each case (a) such Taxes are being contested in good faith by appropriate
proceedings or (b) the failure to do so would not reasonably be expected to result in a Material
Adverse Effect.
Section 3.15.Anti-Corruption Laws and Sanctions.  Borrower has implemented and
maintains in effect policies and procedures intended to ensure compliance by Borrower, its
Subsidiaries and, when acting in such capacity, their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions, and Borrower and its
Subsidiaries are in compliance with Anti-Corruption Laws and applicable Sanctions in all
material respects.  None of Borrower, any of its Subsidiaries or to the knowledge of Borrower
any of their respective directors or officers is a Sanctioned Person.
SECTION 4.
CONDITIONS OF LENDING
Section 4.01.Conditions Precedent to Second Restatement Effective Date.  This
Agreement shall become effective on the date on which the following conditions precedent shall
have been satisfied (or waived by the Lenders in accordance with Section 10.08 and by the
Administrative Agent):
(a)Supporting Documents.  The Administrative Agent shall have received with
respect to the Borrower and the Guarantors in form and substance reasonably satisfactory to the
Administrative Agent:
(i)a certificate of the Secretary of State of the state of such entity’s incorporation or
formation, dated as of a recent date, as to the good standing of that entity (to the extent available
in the applicable jurisdiction) and as to the charter documents on file in the office of such
Secretary of State;
(ii)a certificate of the Secretary or an Assistant Secretary (or similar officer), of such
entity dated the Second Restatement Effective Date and certifying (A) that attached thereto is a
true and complete copy of the certificate of incorporation or formation and the by-laws or limited
liability company or other operating agreement (as the case may be) of that entity as in effect on
the date of such certification, (B) that attached thereto is a true and complete copy of resolutions
adopted by the board of directors, board of managers or members of that entity authorizing the
Borrowings and Letter of Credit issuances hereunder, the execution, delivery and performance in
accordance with their respective terms of this Agreement, the other Loan Documents and any
other documents required or contemplated hereunder or thereunder, and the granting of the
security interest in the Letter of Credit Account and other Liens contemplated hereby or the other
Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of
incorporation or formation of that entity has not been amended since the date of the last
amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to
clause (i) above, and (D) as to the incumbency and specimen signature of each officer of that
entity executing this Agreement and the Loan Documents or any other document delivered by it
in connection herewith or therewith (such certificate to contain a certification by another officer
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of that entity as to the incumbency and signature of the officer signing the certificate referred to
in this clause (ii)); and
(iii)an Officer’s Certificate from the Borrower certifying (A) as to the truth in all
material respects of the representations and warranties made by it contained in the Loan
Documents as though made on the Second Restatement Effective Date, except to the extent that
any such representation or warranty relates to a specified date, in which case as of such date
(provided that any representation or warranty that is qualified by materiality, “Material Adverse
Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable
date, before and after giving effect to the Transactions) and (B) as to the absence of any event
occurring and continuing, or resulting from the Transactions, that constitutes an Event of
Default.
(b)Credit Agreement.  Each party hereto shall have duly executed and delivered to
the Administrative Agent this Agreement.
(c)Security Agreements.  The Borrower shall have duly executed and delivered to
the Administrative Agent an acknowledgment and ratification in form and substance reasonably
satisfactory to the Administrative Agent (the “Collateral Documents Acknowledgment”) with
respect to each Flight Simulator Security Agreement, each Aircraft and Spare Engine Mortgage,
each Spare Parts Security Agreement and any Account Control Agreements, containing an
acknowledgment that (i) the “Obligations” or “Secured Obligations” (as defined in each of such
security documents), as applicable, include all of the Obligations under this Agreement after
giving effect to the Second Restatement Effective Date, and (ii) after giving effect to the Second
Restatement Effective Date, each such Flight Simulator Security Agreement, each Spare Parts
Security Agreement and Aircraft and Spare Engine Mortgage shall remain in full force and effect
in accordance with its respective terms.
(d)[Reserved].
(e)Opinions of Counsel.  The Administrative Agent and the Lenders shall have
received:
(i)a written opinion of Brandon Nelson, General Counsel for the Borrower, in form
and substance reasonably satisfactory to the Administrative Agent and the Lenders;
(ii)a written opinion of Debevoise & Plimpton LLP, special New York counsel to the
Borrower and the Guarantors, dated the Second Restatement Effective Date, in form and
substance reasonably satisfactory to the Administrative Agent and the Lenders; and
(iii)a written opinion of Milbank LLP, special New York counsel to the
Administrative Agent, dated the Second Restatement Effective Date, in form and substance
reasonably satisfactory to the Administrative Agent.
(f)Payment of Fees and Expenses.  The Borrower shall have paid to the
Administrative Agent and the Lenders (i) the then unpaid balance of all accrued and unpaid Fees
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due, owing and payable under and pursuant to this Agreement, including, as referred to in
Sections 2.19 and Section 2.20, and all reasonable and documented out-of-pocket expenses of the
Administrative Agent (including reasonable attorneys’ fees of Milbank LLP) for which invoices
have been presented at least one Business Day prior to the Second Restatement Effective Date
and (ii) all “Commitment Fees” accrued under the Existing Credit Agreement (as defined
therein)  up to but excluding the Second Restatement Effective Date and any other amounts due
and owing to the Lenders or the Administrative Agent by the Borrower under the Existing Credit
Agreement.
(g)[Reserved].
(h)Consents.  All material governmental and third party consents and approvals
necessary in connection with the financing contemplated hereby shall have been obtained, in
form and substance reasonably satisfactory to the Administrative Agent, and be in full force and
effect.
(i)Representations and Warranties.  All representations and warranties of the
Borrower and the Guarantors contained in this Agreement and the other Loan Documents
executed and delivered on the Second Restatement Effective Date shall be true and correct in all
material respects on and as of the Second Restatement Effective Date, as though made on and as
of such date (except to the extent any such representation or warranty by its terms is made as of a
different specified date, in which case as of such specified date); provided that any representation
or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse
Effect” shall be true and correct in all respects, as though made on and as of the applicable date,
after giving effect to the Transactions.
(j)No Event of Default.  Before and after giving effect to the Transactions, no Event
of Default shall have occurred and be continuing on the Second Restatement Effective Date.
(k)Patriot Act.  The Lenders shall have received at least five (5) days prior to the
Second Restatement Effective Date all documentation and other information required by bank
regulatory authorities under applicable “know-your-customer” and anti-money laundering rules
and regulations, including the Patriot Act, that such Lenders shall have requested from the
Borrower or a Guarantor prior to such date.
The execution by each Lender of this Agreement shall be deemed to be confirmation by such
Lender that any condition relating to such Lender’s satisfaction or reasonable satisfaction with
any documentation set forth in this Section 4.01 has been satisfied as to such Lender.
Section 4.02.Conditions Precedent to Each Loan and Each Letter of Credit.  The
obligation of the Lenders to make each Loan and of the Issuing Lenders to issue each Letter of
Credit, including the initial Loans and the initial Letters of Credit, is subject to the satisfaction
(or waiver in accordance with Section 10.08) of the following conditions precedent:
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(a)Notice.  The Administrative Agent shall have received a Loan Request pursuant to
Section 2.03 with respect to such borrowing or a request for issuance of such Letter of Credit
pursuant to Section 2.02, as the case may be.
(b)Representations and Warranties.  All representations and warranties contained in
this Agreement and the other Loan Documents (other than, with respect to Loans made or Letters
of Credit issued after the Second Restatement Effective Date, the representations and warranties
set forth in Sections 3.05(b), 3.06 and 3.09(a)) shall be true and correct in all material respects on
and as of the date of such Loan or the issuance of such Letter of Credit hereunder (both before
and after giving effect thereto and, in the case of each Loan, the application of proceeds
therefrom) with the same effect as if made on and as of such date except to the extent such
representations and warranties expressly relate to an earlier date and in such case as of such date;
provided that any representation or warranty that is qualified by materiality, “Material Adverse
Change” or “Material Adverse Effect” shall be true and correct in all respects, as though made on
and as of the applicable date, before and after giving effect to such Loan or the issuance of such
Letter of Credit hereunder.
(c)No Default.  On the date of such Loan or the issuance of such Letter of Credit
hereunder, no Event of Default, material Default or any Default incapable of being cured shall
have occurred and be continuing nor shall any such Event of Default or Default, as the case may
be, occur by reason of the making of the requested Borrowing or the issuance of the requested
Letter of Credit and, in the case of each Loan, the application of proceeds thereof.
(d)Collateral Coverage Ratio.  On the date of such Loan or the issuance of such
Letter of Credit hereunder (and after giving pro forma effect thereto), the Collateral Coverage
Ratio shall not be less than 1.0 to 1.0.
(e)No Going Concern Qualification.  On the date of such Loan or the issuance of
such Letter of Credit hereunder, the opinion of the independent public accountants (after giving
effect to any reissuance or revision of such opinion) on the most recent audited consolidated
financial statements delivered by the Borrower pursuant to Section 5.01(a) shall not include a
“going concern” qualification under GAAP as in effect on the date of this Agreement or, if there
is a change in the relevant provisions of GAAP thereafter, any like qualification or exception
under GAAP after giving effect to such change.
(f)Appraisals. If no Appraisal or Appraisals, as the case may be, have been delivered
with respect to the relevant Collateral pursuant to Section 5.07 within the 180 day period prior to
the date of such Loan or the issuance of such Letter of Credit hereunder, copies of the relevant
Appraisal(s) with respect to such Collateral shall have been delivered to the Administrative
Agent; provided that, in the case of Spare Parts and Appliances, such “desk-top” appraisal may
utilize Quarterly Methodology (as defined in the JetBlue Spare Parts Security Agreement) so
long as such Appraisal is dated no more than 180 days prior to such Borrowing date.
(g)Eligible Spare Parts.  If, immediately prior to the making of such Loan or the
issuance of such Letter of Credit hereunder, no Loans or Letters of Credit were outstanding, and
the Pledged Spare Parts are included as part of the Collateral, the Administrative Agent shall
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have received an Officer’s Certificate from the Borrower to the effect that, as of the date of such
Loan or the issuance of such Letter of Credit and based upon the Appraisal of the Pledged Spare
Parts most recently delivered by the Borrower pursuant to Section 5.07 (subject to Section
4.02(f)), the aggregate Appraised Value of all Excluded Parts (under and as defined in each
Spare Parts Security Agreement) constitutes no more than [***]% of all Spare Parts and
Appliances owned by Borrower and its Subsidiaries (assuming all such Spare Parts and
Appliances were Collateral).
The acceptance by the Borrower of each extension of credit hereunder shall be deemed to be a
representation and warranty by the Borrower that the conditions specified in this Section 4.02
have been satisfied at that time.
SECTION 5.
AFFIRMATIVE COVENANTS
From the Second Restatement Effective Date and for so long as the Commitments
remain in effect, any Letter of Credit remains outstanding (in a face amount in excess of the sum
of (i) the amount of cash then held in the Letter of Credit Account and (ii) the face amount of
back-to-back letters of credit delivered pursuant to Section 2.02(j)), or the principal of or interest
on any Loan or reimbursement of any LC Disbursement is owing (or any other amount that is
due and unpaid on the first date that none of the foregoing is in effect, outstanding or owing,
respectively, is owing) to any Lender or the Administrative Agent hereunder:
Section 5.01.Financial Statements, Reports, etc.  The Borrower shall deliver to the
Administrative Agent on behalf of the Lenders:
(a)Within ninety (90) days after the end of each fiscal year, the Borrower’s
consolidated balance sheet and related statement of income and cash flows, showing the financial
condition of the Borrower and its Subsidiaries on a consolidated basis as of the close of such
fiscal year and the results of their respective operations during such year, the consolidated
statement of the Borrower to be audited for the Borrower by independent public accountants of
recognized national standing and to be accompanied by an opinion of such accountants (without
any qualification or exception as to the scope of such audit) to the effect that such consolidated
financial statements fairly present in all material respects the financial condition and results of
operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with
GAAP; provided that the foregoing delivery requirement shall be satisfied if the Borrower shall
have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available
to the public via EDGAR or any similar successor system;
(b)Within forty-five (45) days after the end of each of the first three fiscal quarters of
each fiscal year, the Borrower’s consolidated balance sheets and related statements of income
and cash flows, showing the financial condition of the Borrower and its Subsidiaries on a
consolidated basis as of the close of such fiscal quarter and the results of their operations during
such fiscal quarter and the then elapsed portion of the fiscal year, each certified by a Responsible
Officer of the Borrower as fairly presenting in all material respects the financial condition and
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results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance
with GAAP, subject to normal year end audit adjustments and the absence of footnotes; provided
that the foregoing delivery requirement shall be satisfied if the Borrower shall have filed with the
SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public
via EDGAR or any similar successor system;
(c)So long as any Loans or Letters of Credit are outstanding, within the time period
under Section 5.01(a) above, a certificate of a Responsible Officer of the Borrower certifying
that, to the knowledge of such Responsible Officer, no Default or Event of Default has occurred
and is continuing, or, if, to the knowledge of such Responsible Officer, such a Default or Event
of Default has occurred and is continuing, specifying the nature and extent thereof and any
corrective action taken or proposed to be taken with respect thereto;
(d)So long as any Loans or Letters of Credit are outstanding, within the time period
under (a) and (b) of this Section 5.01, a certificate of a Responsible Officer demonstrating in
reasonable detail compliance with Sections 6.08 and 6.09(a) as of the end of the preceding fiscal
quarter, including an updated calculation of the Collateral Coverage Ratio reflecting the most
recent Appraisals (as adjusted for any Dispositions or additions to the Collateral since the date of
delivery to the Administrative Agent of such Appraisals);
(e)Within 15 days after a Responsible Officer of the Borrower obtains knowledge
that there has been one or more Dispositions of Collateral (excluding those described in clause
(b), (c)(ii), (d) or (e)(iv) of the definition of “Permitted Disposition”) since the date of the
Officer’s Certificate demonstrating compliance with Section 6.09(a) most recently delivered
under this Agreement by the Borrower to the Administrative Agent consisting of (i) a Pledged
Aircraft, (ii) a Pledged Engine or (iii) any other Collateral having an Appraised Value in the
aggregate in excess of 10% of the sum of the aggregate Appraised Value of all Collateral plus
Pledged Cash and Cash Equivalents, a certificate of a Responsible Officer demonstrating in
reasonable detail compliance with Section 6.09(a);
(f)Within 30 days after a Responsible Officer obtains knowledge that any type or
model of Aircraft or Engine has become Non-Core Fleet Equipment or any Spare Parts have
become Non-Core Spare Parts, a certificate of a Responsible Officer confirming the same.
(g)Promptly after a Responsible Officer obtains knowledge thereof, notice of the
failure of any material assumption contained in any Appraisal to be correct, except if such failure
would not reasonably be expected to materially adversely affect the Appraised Value of the
applicable type of Collateral;
(h)So long as any Commitment, Loan or Letter of Credit is outstanding, within
30 days after the Chief Financial Officer or the Treasurer of the Borrower becoming aware of the
occurrence of a Default or an Event of Default that is continuing, an Officer’s Certificate
specifying such Default or Event of Default and what action the Borrower and its Subsidiaries
are taking or propose to take with respect thereto;
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(i)Promptly, from time to time, such other information regarding the Collateral and
the operations, business affairs and financial condition of either the Borrower or any Guarantor,
in each case as the Administrative Agent, at the request of any Lender, may reasonably request
(it being understood that, so long as no Event of Default shall have occurred and be continuing,
the Borrower shall not be obligated to provide utilization reports with respect to Pledged Slots);
and
(j)Promptly (but in any event no later than 15 Business Days) following each
ESGKPI Metrics Report Date, an ESGa KPI Certificate setting forth the most recent ESG
ScoreSustainability Adjustment and attaching thereto the relevant ESGKPI Metrics Report;
provided that, during any Sustainability Adjustment Period, if the ESG AgencyKPI Metrics
Auditor (solely at the discretion of the ESG AgencyKPI Metrics Auditor) issues to the Borrower
an updated ESGKPI Metrics Report prior to the next ESGKPI Metrics Report Date, the Borrower
shall promptly (but in any event no later than 15 Business Days) after receiving such updated
ESGKPI Metrics Report, deliver to the Administrative Agent an updated ESGKPI Certificate
setting forth the ESG ScoreKPI Metrics included in such updated ESGKPI Metrics Report (for
the avoidance of doubt, such updated ESG ScoreKPI Metrics shall become effective for
determining the Sustainability Adjustment for the remainder of the applicable Sustainability
Adjustment Period from the date of delivery of such updated ESGKPI Certificate); provided,
further, that during any KPI Negotiation Period, no KPI Certificate shall be required to be
delivered pursuant to this Section 5.01(j) or otherwise.  Non-compliance with this clauseSection
5.01(j) by the Borrower will not constitute a default by the Borrower or any Guarantor of any of
their respective obligations hereunder or under any other Loan Document, and will not result in
any Default or Event of Default.
Subject to the next succeeding sentence, information delivered pursuant to this
Section 5.01 to the Administrative Agent may be made available by the Administrative Agent to
the Lenders by posting such information on the Platform.  Information required to be delivered
pursuant to this Section 5.01 by the Borrower shall be delivered pursuant to Section 10.01 hereto. 
Information required to be delivered pursuant to this Section 5.01 (to the extent not made
available as set forth above) shall be deemed to have been delivered to the Administrative Agent
on the date on which the Borrower provides written notice to the Administrative Agent that such
information has been posted on the Borrower’s general commercial website on the Internet (to
the extent such information has been posted or is available as described in such notice), as such
website may be specified by the Borrower to the Administrative Agent from time to time. 
Information required to be delivered pursuant to this Section 5.01 shall be in a format which is
suitable for transmission.
Any notice or other communication delivered pursuant to this Section 5.01, or
otherwise pursuant to this Agreement, shall be deemed to contain material non-public
information unless (i) expressly marked by the Borrower or a Guarantor as “PUBLIC”, (ii) such
notice or communication consists of copies of the Borrower’s public filings with the SEC or (iii)
such notice or communication has been posted on a the Borrower’s general commercial website
on the Internet, as such website may be specified by the Borrower to the Administrative Agent
from time to time.
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Section 5.02.Taxes.  The Borrower shall pay, and cause each of its Subsidiaries to pay,
all material taxes, assessments, and governmental levies before the same shall become more than
90 days delinquent, other than taxes, assessments and levies (i) being contested in good faith by
appropriate proceedings and (ii) the failure to effect such payment of which are not reasonably be
expected to have a Material Adverse Effect.
Section 5.03.Stay, Extension and Usury Laws.  The Borrower and each of the
Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force, that may affect
the covenants or the performance of this Agreement; and the Borrower and each of the
Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Administrative Agent, but will suffer
and permit the execution of every such power as though no such law has been enacted.
Section 5.04.Corporate Existence.  The Borrower shall do or cause to be done all things
reasonably necessary to preserve and keep in full force and effect:
(1)its corporate existence, and the corporate, partnership or other
existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Borrower or any such Subsidiary; and
(2)the rights (charter and statutory) and material franchises of the
Borrower and its Subsidiaries; provided, however, that the Borrower shall not be
required to preserve any such right or franchise, or the corporate, partnership or
other existence of it or any of its Subsidiaries, if its Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of the
business of the Borrower and its Subsidiaries, taken as a whole, and that the loss
thereof would not, individually or in the aggregate, have a Material Adverse
Effect.
For the avoidance of doubt, this Section 5.04 shall not prohibit any actions permitted by Section
6.10 hereof or described in Section 6.10(b).
Section 5.05.Compliance with Laws.  The Borrower shall comply, and cause each of its
Subsidiaries to comply, with all applicable laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, except where such noncompliance,
individually or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect.  Without limiting the foregoing, the Borrower will maintain in effect policies
and procedures intended to ensure compliance by Borrower, its Subsidiaries and, when acting in
such capacity, their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions.
Section 5.06.[Reserved].
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Section 5.07.Delivery of Appraisals.  The Borrower shall:
(1)on a date within 60 days prior to (A) May 15 of each year,
beginning in 2023 and (B) solely with respect to any Pledged Aircraft and
Pledged Engines, November 15 of each year, beginning with the first such date
occurring at least 90 days after any such Collateral is first added to the Collateral
hereunder;
(2)on a date within 60 days prior to February 15, August 15 and
November 15 of each year, solely with respect to any Pledged Spare Parts,
beginning with the first such date occurring after any such Collateral is first added
to the Collateral hereunder; 
(3)on the date upon which any Additional Collateral is pledged as
Collateral, but only with respect to such Additional Collateral;
(4)promptly (but in any event within 45 days) following a request by
the Administrative Agent if an Event of Default has occurred and is continuing;
and
(5)if Slots are included in the Collateral, promptly (but in any event
within 45 days) following any Disposition or series of related Dispositions of
Pledged Slots (other than any Disposition described in clause (d), (e)(ii), (e)(iv) or
(f) of the definition of “Permitted Disposition”) comprising more than 25% of the
aggregate Appraised Value of the Pledged Slots;
deliver or cause to be delivered to the Administrative Agent (x) in the case of Aircraft or
Engines, an Appraisal from two Aircraft Appraisers and (y) in the case of any other Collateral,
one or more Appraisals establishing the Appraised Value of the Collateral; provided, however,
that:
(i) the Borrower shall be required to deliver or cause to be delivered
an Appraisal or Appraisals, as the case may be, with respect to the (x) Pledged
Slots (in the case of clause (4) above), (y) Pledged Aircraft, Pledged Engines and
Pledged Spare Parts (in the case of clause 1 above) or (z) the applicable
Additional Collateral (in the case of clause (3) above); and
(ii)if any new spare Engine is pledged as Collateral within 90 days
after delivery from the manufacturer to Borrower and such new spare Engine is of
the same make and model as any spare Engine then currently included (or being
replaced) in the Collateral (any such Engine make and model, an “Existing Engine
Type”), Appraisals with respect to such new spare Engine shall only be required
under this Section 5.07 if the Borrower elects to provide such Appraisals for
purposes of determining the Appraised Value of such new spare Engine pursuant
to clause (iii) of the proviso of the definition of “Appraised Value”; and
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(iii)in connection with the initial pledge of the Other Spare Parts as
Collateral, in lieu of an Appraisal pursuant to clause (3) above, the Borrower may
provide the most recent appraisal of the Other Spare Parts under the Other
Facility, so long as such appraisal is no more than 180 days old at the time the
Other Spare Parts are included in the Collateral;
provided further, that (i) with respect to the Appraisals described in Section 5.07 above, so long
as no Loans or Letters of Credit are outstanding, the Borrower shall not be required to deliver
any such Appraisals; (ii) no Appraisals shall be required under this Section 5.07 or otherwise
with respect to Non-Core Fleet Equipment; and (iii) in connection with the making of any Loan
or the issuance of any Letter of Credit where no Loans or Letters of Credit are previously
outstanding, the Borrower may deliver an Appraisal pursuant to Section 4.02(f) in lieu of any
quarterly Appraisal for Pledged Spare Parts under this Section 5.07(2) and, in such case, the
Collateral Coverage Ratio for purposes of Section 4.02(c) shall be determined by reference to
such Appraisal.
The Borrower may from time to time cause subsequent Appraisals to be delivered to the
Administrative Agent if it believes that any affected item of Collateral has a higher Appraised
Value than that reflected in the most recent Appraisals delivered pursuant to this Section 5.07.
Section 5.08.Regulatory Cooperation.  In connection with any foreclosure, collection,
sale or other enforcement of Liens granted to the Administrative Agent in the Collateral
Documents, the Borrower will, and will cause its Subsidiaries to, reasonably cooperate in good
faith with the Administrative Agent or its designee in obtaining all regulatory licenses, consents
and other governmental approvals necessary or (in the reasonable opinion of the Administrative
Agent or its designee) reasonably advisable to conduct all aviation operations with respect to the
Collateral and will, at the reasonable request of the Administrative Agent and in good faith,
continue to operate and manage the Collateral and maintain all applicable regulatory licenses
with respect to the Collateral until such time as the Administrative Agent or its designee obtain
such licenses, consents and approvals, and at such time the Borrower will, and will cause its
Subsidiaries to, cooperate in good faith with the transition of the aviation operations with respect
to the Collateral to any new aviation operator (including, without limitation, the Administrative
Agent or its designee).
Section 5.09.Regulatory Matters; Citizenship; Utilization; Collateral Requirements.
(a)The Borrower will:
(1)maintain at all times its status as an “air carrier” within the
meaning of Section 40102(a)(2) of Title 49, and hold a certificate under Section
41102(a)(1) of Title 49;
(2)be a United States Citizen;
(3)maintain at all times its status at the FAA as an “air carrier” and
hold an air carrier operating certificate under Section 44705 of Title 49 and
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operations specifications issued by the FAA pursuant to Parts 119 and 121 of
Title 14 as currently in effect or as may be amended or recodified from time to
time;
(4)possess and maintain all necessary certificates, exemptions,
franchises, licenses, permits, designations, rights, concessions, authorizations,
frequencies and consents that are material to the operation of the Pledged Slots
operated by it, and to the conduct of its business and operations as currently
conducted, except to the extent that any failure to possess or maintain would not
reasonably be expected to result in a Collateral Material Adverse Effect;
(5)maintain Pledged Gate Leaseholds sufficient to ensure its ability to
service the flights using its Pledged Slots, except to the extent that any failure to
maintain would not reasonably be expected to result in a Collateral Material
Adverse Effect;
(6)utilize its Pledged Slots in a manner consistent with applicable
regulations, rules and contracts in order to preserve its right to hold and use its
Pledged Slots, except to the extent that any failure to utilize would not reasonably
be expected to result in a Collateral Material Adverse Effect;
(7)cause to be done all things reasonably necessary to preserve and
keep in full force and effect its rights in and to use its Pledged Slots, including,
without limitation, satisfying any applicable Use or Lose Rule, except to the
extent that any failure to do so would not reasonably be expected to result in a
Collateral Material Adverse Effect;
(8)if Slots are included in the Collateral at any time, take or cause to
be taken such actions (including pursuant to Section 5.12 hereof) to ensure that at
all times the Pledged Slots shall include FAA Slots (i) that meet the criteria of
“High Peak” slots set forth in the Base Slots Appraisal in a quantity not less than
66% of the FAA Slots meeting such criteria held by the Borrower as of the
Second Restatement Effective Date and (ii) in a quantity not less than 66% of all
FAA Slots held by the Borrower as of the Second Restatement Effective Date.
(9)if Eligible Spare Parts are included in the Collateral at any time,
take or cause to be taken such actions to ensure that at all times the Pledged Spare
Parts include all Spare Parts and Appliances then owned by the Borrower and its
Subsidiaries (subject to the provisions of each Spare Parts Security Agreement
and the following provisos); provided that, with respect to the Eligible Spare Parts
owned by Spirit or its Subsidiaries at the time of occurrence of the Airline Merger
(collectively, the “Other Spare Parts”), the Borrower shall, no later than (i) if there
are no loans or letters of credit outstanding under the Other Facility at the time of
occurrence of the Airline Merger, within thirty (30) days following the occurrence
of the Airline Merger, or (ii) if at the time of occurrence of the Airline Merger
there are loans or letters of credit outstanding under the Other Facility, within
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ninety (90) days following the occurrence of the Airline Merger (the applicable
time period under each of the foregoing clauses (i) and (ii), the “Spare Parts
Pledge Period”), cause the Other Spare Parts to be pledged as Collateral in
accordance with this Agreement and the applicable Collateral Document;
provided, further, that the Other Spare Parts not being included in the Collateral
during the applicable Spare Parts Pledge Period shall not constitute a default by
the Borrower or any Guarantor of any of their respective obligations hereunder or
under any other Loan Document.).
(b)Without in any way limiting Section 5.09(a) hereof, the Borrower will promptly
take all such steps as may be necessary to maintain, renew and obtain, or obtain the use of,
Pledged Gate Leaseholds as needed for its continued and future operations using the Pledged
Slots.  The Borrower will further take all actions reasonably necessary or advisable in order to
have access to its Pledged Gate Leaseholds.  The Borrower will pay any applicable filing fees
and other expenses related to the submission of applications, renewal requests, and other filings
as may be reasonably necessary to have access to its Pledged Gate Leaseholds.
Section 5.10.Collateral Ownership.
Subject to the provisions described (including the actions permitted) under
Sections 6.04 and 6.10 hereof, each Grantor will continue to maintain its interest in and right to
use all property and assets so long as such property and assets constitute Collateral, except as
provided in Section 5.09.
Section 5.11.Insurance.  The Borrower shall:
(1)keep all Collateral (other than the Mortgaged Collateral, as to
which only the insurance provisions of the Aircraft and Spare Engine Mortgage
shall be applicable, and Pledged Spare Parts, as to which only the insurance
provisions of the applicable Collateral Document shall be applicable) that is
tangible property insured at all times, against such risks, including risks insured
against by extended coverage, as is prudent and customary with U.S.-based
companies of the same or similar size in the same or similar businesses;
(2)maintain in full force and effect public liability insurance against
claims for personal injury or death or property damage occurring upon, in, about
or in connection with the use of the tangible Collateral (other than the Mortgaged
Collateral, as to which only the insurance provisions of the Aircraft and Spare
Engine Mortgage shall be applicable, and Pledged Spare Parts, as to which only
the insurance provisions of the applicable Collateral Document shall be
applicable) owned, occupied or controlled by the Borrower, in such amounts and
with such deductibles as are prudent and customary with U.S.-based companies of
the same or similar size in the same or similar businesses and in the same
geographic area; and
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(3)maintain such other insurance or self insurance as may be required
by law.
Section 5.12.Additional Guarantors; Grantors; Collateral.
(a)If the Borrower or any of its Subsidiaries acquires or creates another Domestic
Subsidiary after the Second Restatement Effective Date (including, for the avoidance of doubt, as
a result of the Airline Merger), then the Borrower will promptly cause such Domestic Subsidiary
to become a party to the Guarantee contained in Section 9 hereof by executing an Instrument of
Assumption and Joinder substantially in the form attached hereto as Exhibit A; provided, that
any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or
an Excluded Subsidiary need not become a Guarantor unless and until 30 Business Days after
such time as it ceases to be an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded
Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other
Obligations.
(b)If the Borrower or any of its Subsidiaries desires or is required pursuant to the
terms of this Agreement to add Additional Collateral or, if any Subsidiary acquires any existing
Collateral from a Grantor that it desires or is required pursuant to the terms of this Agreement to
maintain as Collateral, in each case, after the Second Restatement Effective Date, the Borrower
shall, in each case at its own expense, (A) cause any such Subsidiary to become a party to the
Guarantee contained in Section 9 hereof (to the extent such Subsidiary is not already a party
thereto) and cause any such Subsidiary to become a party to each applicable Collateral
Document and all other agreements, instruments or documents that create or purport to create
and perfect a first priority Lien (subject to Permitted Liens) in favor of the Administrative Agent
for the benefit of the Secured Parties applicable to such Collateral, by executing and delivering to
the Administrative Agent an Instrument of Assumption and Joinder substantially in the form
attached hereto as Exhibit A and/or joinders to all applicable Collateral Documents or pursuant
to new Collateral Documents, as the case may be, in form and substance reasonably satisfactory
to the Administrative Agent (it being understood that (i) in the case of Collateral consisting of
Eligible Aircraft or Eligible Engines, the applicable Collateral Documents shall be an Aircraft
and Spare Engine Mortgage, (ii) in the case of Collateral consisting of Eligible Spare Parts, the
applicable Collateral Documents shall be a Spare Parts Security Agreement, (iii) in the case of
Collateral consisting of Slots, the applicable Collateral Documents shall be a Slot and Gate
Security Agreement, (iv) in the case of Collateral consisting of Flight Simulators, the applicable
Collateral Documents shall be a Flight Simulator Security Agreement and (v) in the case of any
other Additional Collateral of a type that has not been theretofore included in the Collateral,
(subject to Section 5.15) such Additional Collateral may be subject to such additional terms and
conditions as may be customarily required by lenders in similar financings of a similar size for
similarly situated borrowers secured by the same type of Collateral, as agreed by the Borrower
and the Administrative Agent in their reasonable discretion), (B) promptly execute and deliver
(or cause such Subsidiary to execute and deliver) to the Administrative Agent such documents
and take such actions to create, grant, establish, preserve and perfect the first priority Liens
(subject to Permitted Liens) (including to obtain any release or termination of Liens not
permitted under the definition of “Additional Collateral” in Section 1.01 or under Section 6.06
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and the filing of UCC financing statements) in favor of the Administrative Agent for the benefit
of the Secured Parties on such assets of the Borrower or such Subsidiary, as applicable, to secure
the Obligations to the extent required under the applicable Collateral Documents or reasonably
requested by the Administrative Agent, and to ensure that such Collateral shall be subject to no
other Liens other than Permitted Liens and (C) if reasonably requested by the Administrative
Agent, deliver to the Administrative Agent, for the benefit of the Secured Parties, a written
opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent)
to the Borrower or such Subsidiary, as applicable, with respect to the matters described in clauses
(A) and (B) hereof, in each case within twenty (20) Business Days after the addition of such
Collateral and in form and substance reasonably satisfactory to the Administrative Agent.
Section 5.13.Access to Books and Records.
(a)The Borrower and the Guarantors will make and keep books, records and
accounts in which full, true and correct entries in conformity with GAAP are made of all
financial dealings and transactions in relation to its business and activities, including, without
limitation, an accurate and fair reflection of the transactions and dispositions of the assets of the
Borrower and the Guarantors.
(b)The Borrower and the Guarantors will permit, to the extent not prohibited by
applicable law, any representatives designated by the Administrative Agent or any Governmental
Authority that is authorized to supervise or regulate the operations of a Lender, as designated by
such Lender, upon reasonable prior written notice and, so long as no Event of Default has
occurred and is continuing, at no out-of-pocket cost to the Borrower and the Guarantors, to visit
the properties of the Borrower and the Guarantors, to examine its books and records, and to
discuss its affairs, finances and condition with its officers and independent accountants, all at
such reasonable times during normal business hours, not more than once every twelve (12)
months unless an Event of Default has occurred and is continuing, in which case such inspection
right shall not be so limited; provided that if an Event of Default has occurred and is continuing,
the Borrower and the Guarantors shall be responsible for the reasonable costs and expenses of
any visits of the Administrative Agent and the Lenders, acting together (but not separately).
Section 5.14.Further Assurances.  The Borrower and each Guarantor shall execute any
and all further documents and instruments, and take all further actions, that may be required or
advisable under applicable law, or by the FAA, or that the Administrative Agent may reasonably
request, in order to create, grant, establish, preserve, protect and perfect the validity, perfection
and priority of the Liens and security interests created or intended to be created by the Collateral
Documents, to the extent required under this Agreement or the Collateral Documents.
Section 5.15.  Real Property Assets.  In connection with the pledge of any Real Property
Assets, the Administrative Agent shall have received the following upon the date such Real
Property Assets are pledged (unless waived by the Administrative Agent in its discretion (acting
reasonably)):
(a)a Real Property Mortgage encumbering each Real Property Asset in favor of the
Administrative Agent, for the benefit of the Secured Parties, duly executed and acknowledged by
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the Borrower or Subsidiary that is the owner of or holder of any interest in such Real Property
Asset, and otherwise in form for recording in the recording office of each applicable political
subdivision where each such Real Property Asset is situated, together with such certificates,
affidavits, questionnaires or returns as shall be reasonably and customarily required by the Title
Company in connection with the recording or filing thereof to create a lien under applicable
requirements of law, and such financing statements and any other instruments necessary to grant
a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and
substance reasonably satisfactory to the Administrative Agent; provided, however, that Borrower
shall only be obligated to execute and deliver, or cause to be executed and delivered, to the
Administrative Agent any relevant Real Property Mortgage and shall not be responsible for
recording such Real Property Mortgage in the event that the Administrative Agent shall fail to do
so after such Real Property Mortgage and any other related deliverables required to be delivered
to the Administrative Agent in connection with such filing pursuant to the terms of this
Agreement have been executed and delivered;
(b)with respect to each Real Property Asset, such consents, approvals, amendments,
supplements, estoppels (but only to the extent obtained), tenant subordination agreements (unless
the applicable tenant’s lease provides for automatic subordination) or other instruments as
necessary to consummate the transactions contemplated by the Loan Documents or as shall
reasonably be deemed necessary by the Administrative Agent in order for the owner or holder of
the fee or ground leasehold interest constituting such Real Property Asset to grant the Lien
contemplated by the Real Property Mortgage with respect to such Real Property Asset and the
owner or ground tenant thereof;
(c)with respect to each Real Property Mortgage, either a bringdown of an existing
title policy or a loan policy of title insurance (or marked up title insurance commitment having
the effect of a loan policy of title insurance) insuring the Lien of such Real Property Mortgage as
a valid first mortgage Lien on the Real Property Asset and fixtures described therein in the
amount reasonably acceptable to the Administrative Agent, which policy (or such marked-up
commitment) (each, a “Title Policy”) shall (A) be issued by a Title Company, (B) to the extent
necessary and available, include such reinsurance arrangements (with provisions for direct
access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a
“tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure
against losses regardless of location or allocated value of the insured property up to a stated
maximum coverage amount), (D) have been supplemented by such endorsements (if available in
the applicable jurisdiction of the Real Property Asset) as shall be reasonably requested by the
Administrative Agent (including endorsements on matters relating to usury, first loss, zoning,
contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable
rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, and so-called
comprehensive coverage over covenants and restrictions); provided that to the extent that any
such endorsement(s) or other documentation cannot be issued or is not available due to the state
or condition of the Real Property Asset, and such state or condition existed on the date of the
pledge of such Real Property Asset and such state or condition does not materially and adversely
affect the use or the value of such Real Property Asset for the business of the Borrower and its
Affiliates, the Borrower shall have no obligation to procure such endorsement or other
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documentation, and (E) contain no exceptions to title other than Permitted Liens and other
exceptions reasonably acceptable to the Administrative Agent or a datedown endorsement on the
existing Title Policy for each existing Real Property Mortgage;
(d)with respect to each Real Property Asset, such affidavits, certificates, information
and instruments of indemnification (including a so-called “gap” indemnification) as shall be
reasonably and customarily required to induce the Title Company to issue the title policy/ies and
endorsements contemplated above;
(e)evidence reasonably acceptable to the Administrative Agent of payment by the
Borrower of all title policy premiums, search and examination charges, escrow charges and
related charges, mortgage recording taxes, fees, charges, costs and expenses required for the
recording of the Real Property Mortgages and issuance of the title policies referred to above;
(f)with respect to each Real Property Asset, copies of all leases in which the
Borrower or any Subsidiary holds the lessor's interest or other agreements relating to possessory
interests if any.  To the extent any of the foregoing leases affect any Real Property Asset, such
leases shall (x) be subordinate to the Lien of the Real Property Mortgage to be recorded against
such Real Property Asset, either expressly by its terms or pursuant to a subordination, non-
disturbance and attornment agreement in form and substance reasonably acceptable to the
Administrative Agent, with respect to which the Borrower or its applicable Subsidiary shall have
used its commercially reasonable efforts to obtain and (y) shall otherwise be reasonably
acceptable to the Administrative Agent, provided that, if the Administrative Agent fails to notify
the Borrower of rejection of the lease within 10 Business Days from receipt of the lease, the
lease shall be deemed to have been reasonably accepted by the Administrative Agent;
(g)Surveys with respect to each Real Property Asset (or survey updates to the extent
sufficient to obtain survey coverage under the title policy); provided that, if the Borrower is able
to obtain a “no change” affidavit reasonably acceptable to the Title Company to enable it to issue
a Title Policy removing all exceptions which would otherwise have been raised by the Title
Company as a result of the absence of a new Survey for such Real Property Asset, and issuing all
available survey related endorsements and coverages, then a new Survey shall not be requested;
(h)a completed Federal Emergency Management Agency Standard Flood Hazard
Determination with respect to each Real Property Asset; and
(i)a local law enforceability opinion of counsel in the jurisdiction where each Real
Property Asset is located relating to such Real Property Asset described above, which opinion of
counsel shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.
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SECTION 6.
NEGATIVE COVENANTS
From the Second Restatement Effective Date and for so long as the Commitments
remain in effect, any Letter of Credit remains outstanding (in a face amount in excess of the sum
of (i) the amount of cash then held in the Letter of Credit Account and (ii) the face amount of
back-to-back letters of credit delivered pursuant to Section 2.02(j)) or principal of or interest on
any Loan or reimbursement of any LC Disbursement is owing (or any other amount that is due
and unpaid on the first date that none of the foregoing is in effect, outstanding or owing,
respectively, is owing) to any Lender or the Administrative Agent hereunder:
Section 6.01.[Reserved].
Section 6.02.[Reserved].
Section 6.03.[Reserved].
Section 6.04.Disposition of Collateral.  Neither the Borrower nor any Grantor shall sell
or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a
Grantor) except that such sale or other Disposition shall be permitted (i) in the case of a
Permitted Disposition or (ii) provided that upon consummation of any such sale or other
Disposition (A) no Event of Default shall have occurred and be continuing, (B) the Collateral
Coverage Ratio is no less than 1.0 to 1.0 after giving effect to such sale or other Disposition
(including any deposit of any Net Proceeds received upon consummation thereof in the
Collateral Proceeds Account subject to an Account Control Agreement and any concurrent
pledge of Additional Collateral, if any) and (C) the Borrower is in compliance with Section
5.09(a)(8) after giving effect to such sale or other Disposition (including any pledge of
Additional Collateral, if any); provided that nothing contained in this Section 6.04 is intended to
excuse performance by the Borrower or any Guarantor of any requirement of any Collateral
Document that would be applicable to a Disposition permitted hereunder.  A Disposition of
Collateral referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition” shall
not result in the automatic release of such Collateral from the security interest of the applicable
Collateral Document, and the Collateral subject to such Disposition shall continue to constitute
Collateral for all purposes of the Loan Documents (without prejudice to the rights of the
Borrower to release any such Collateral pursuant to Section 6.09(c)).
Section 6.05.[Reserved].
Section 6.06.Liens.  The Borrower will not, and will not permit any of its Subsidiaries
to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any
property or asset that constitutes Collateral, except Permitted Liens.
Section 6.07.Business Activities.  The Borrower will not, and will not permit any of its
Subsidiaries (other than JBTP, LLC) to, engage in any business other than Permitted Businesses,
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except to such extent as would not be material to the Borrower and its Subsidiaries taken as a
whole.
Section 6.08.Liquidity.  The Borrower will not permit the aggregate amount of
Liquidity to be less than $750,000,000800,000,000 as of the end of any Business Day following
the Second Restatement EffectiveAmendment Closing Date.
Section 6.09.Collateral Coverage Ratio.
(a)The Borrower will not permit at any time following the Second Restatement
Effective Date the Collateral Coverage Ratio to be less than 1.0 to 1.0; provided, that if, (A) upon
delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement
(except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative
Agent in connection with the designation of Additional Collateral solely to evidence compliance
with the requirements of this Section 6.09(a)) and (B) solely with respect to determining
compliance with this Section as a result thereof, it is determined that the Borrower shall not be in
compliance with this Section 6.09(a), the Borrower shall, within forty-five (45) days (or, in the
case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of
such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not
delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate
Additional Collateral as additional Eligible Collateral and comply with Section 5.12 and/or
prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an
amount sufficient to enable the Borrower to comply with this Section 6.09(a).
(b)Notwithstanding anything to the contrary contained herein, if the Borrower shall
fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss
of any Collateral covered by insurance (pursuant to which the Administrative Agent is named as
loss payee and with respect to which payments are to be delivered directly to the Administrative
Agent) for which the insurer thereof has been notified of the relevant claim and has not
challenged such coverage, any calculation made pursuant to this Section 6.09 shall deem the
relevant Grantor to have received Net Proceeds (and to have taken all steps necessary to have
pledged such Net Proceeds as Additional Collateral) in an amount equal to the expected coverage
amount (as determined by the Borrower in good faith and updated from time to time to reflect
any agreements reached with the applicable insurer) and net of any amounts required to be paid
out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds
are actually received by the Administrative Agent, (ii) the date that is 270 days after such
damage and (iii) the date on which any such insurer denies such claim; provided that, prior to
giving effect to this clause (b), (x) the aggregate Appraised Value of all the Collateral plus
(y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. 
It is understood and agreed that if the Administrative Agent should receive any Net Proceeds
directly from the insurer in respect of a Recovery Event and at the time of such receipt, (A) no
Event of Default shall have occurred and be continuing and the Borrower is in compliance with
Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Administrative
Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor
and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in
1008536250v10
compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the
Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral
Proceeds Account maintained for such purpose with the Administrative Agent that is subject to
an Account Control Agreement and such proceeds shall be applied or released from such account
in accordance with Section 2.12(a).
(c)At the Borrower’s request, the Lien on any asset or type or category of asset
(including after-acquired assets of that type or category) included in the Collateral will be
promptly released, provided, in each case, that the following conditions are satisfied or waived:
(A) no Event of Default shall have occurred and be continuing, (B) either (x) after giving effect
to such release, the Collateral Coverage Ratio is not less than 1.0 to 1.0 or (y) the Borrower shall
prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral and comply
with Section 5.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to
not be less than 1.0 to 1.0, and (C) the Borrower shall deliver an Officer's Certificate
demonstrating compliance with this Section 6.09(c) and Section 5.09(a)(8) following such
release.  In connection herewith, the Administrative Agent agrees to promptly provide any
documents or releases reasonably requested by the Borrower to evidence such release.
Section 6.10.Merger, Consolidation, or Sale of Assets.
(a)The Borrower shall not directly or indirectly:  (i) consolidate or merge with or
into another Person (whether or not the Borrower is the surviving corporation) or (ii) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the
Borrower and its Subsidiaries taken as a whole, in one or more related transactions, to another
Person, unless:
(1)either:
(A)the Borrower is the surviving corporation; or
(B)the Person formed by or surviving any such consolidation or merger
(if other than the Borrower) or to which such sale, assignment, transfer,
conveyance or other disposition has been made is an entity organized or
existing under the laws of the United States, any state of the United States
or the District of Columbia; and, if such entity is not a corporation, a co-
obligor of the Loans is a corporation organized or existing under any such
laws;
(2)the Person formed by or surviving any such consolidation or merger (if
other than the Borrower) or the Person to which such sale, assignment, transfer,
conveyance or other disposition has been made assumes all the obligations of the
Borrower under the Loan Documents pursuant to agreements reasonably
satisfactory to the Administrative Agent;
(3)immediately after such transaction, no Event of Default exists; and
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(4)the Borrower shall have delivered to the Administrative Agent an
Officer’s Certificate stating that such consolidation, merger or transfer complies
with this Agreement.
In addition, the Borrower will not, directly or indirectly, lease all or substantially
all of the properties and assets of the Borrower and its Subsidiaries taken as a whole, in one or
more related transactions, to any other Person.
(b)Section 6.10(a) will not apply to any sale, assignment, transfer, conveyance, lease
or other disposition of assets between or among the Borrower and/or the Guarantors.
(c)Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the properties or assets of the
Borrower in a transaction that is subject to, and that complies with the provisions of, Section
6.10(a), the successor Person formed by such consolidation or into or with which the Borrower is
merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the
provisions of this Agreement referring to the Borrower shall refer instead to the successor Person
and not to the Borrower), and may exercise every right and power of the Borrower under this
Agreement with the same effect as if such successor Person had been named as the Borrower
herein; provided, however, that the Borrower, if applicable, shall not be relieved from the
obligation to pay the principal of, and interest, if any, on the Loan except in the case of a sale of
all of the Borrower’s assets in a transaction that is subject to, and that complies with the
provisions of, Section 6.10(a) hereof.  In connection with any transfer under this clause (c), such
successor Person shall provide all documentation and other information required by bank
regulatory authorities under applicable “know-your-customer” and anti-money laundering rules
and regulations, including the Patriot Act, as reasonably requested by any Lender.
Section 6.11.Use of Proceeds.  The Borrower will not use, and will not permit any of its
Subsidiaries to use, the proceeds of any Borrowing or any Letter of Credit (A) in violation of any
Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities,
business or transaction of or with any Sanctioned Person, or in any Sanctioned Country (except
to the extent permitted by applicable law), or (C) in any manner that would result in the violation
of any Sanctions applicable to the Borrower or any of its Subsidiaries.
SECTION 7.
EVENTS OF DEFAULT
Section 7.01.Events of Default.  In the case of the happening of any of the following
events and the continuance thereof beyond the applicable grace period if any (each, an “Event of
Default”):
(a)any representation or warranty made by the Borrower or any Guarantor in this
Agreement or in any other Loan Document shall prove to have been false or incorrect in any
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material respect when made and such representation, to the extent capable of being corrected, is
not corrected within ten (10) Business Days after receipt by the Borrower of notice from the
Administrative Agent of such default; or
(b)default shall be made in the payment of (i) any principal of the Loans or
reimbursement obligations or cash collateralization in respect of Letters of Credit, when and as
the same shall become due and payable; (ii) any interest on the Loans and such default shall
continue unremedied for more than five (5) Business Days; or (iii) any other amount payable
hereunder when due and such default shall continue unremedied for more than ten (10) Business
Days after receipt of written notice by the Borrower from the Administrative Agent of the default
in making such payment when due; or
(c)default shall be made by the Borrower in the due observance of the covenant
contained in Section 5.01(h), 6.08 or 6.09(a) hereof; or
(d)default shall be made by the Borrower or any Subsidiary of the Borrower in the
due observance or performance of any other covenant, condition or agreement to be observed or
performed by it pursuant to the terms of this Agreement or any of the other Loan Documents and
such default shall continue unremedied for more than sixty (60) days after receipt of written
notice by the Borrower from the Administrative Agent of such default; or
(e)(A) any material provision of any Loan Document to which the Borrower or a
Guarantor is a party ceases to be a valid and binding obligation of the Borrower or such
Guarantor, or the Borrower or any of the Guarantors shall so assert in any pleading filed in any
court or (B) the Lien on any material portion of the Collateral intended to be created by the Loan
Documents shall cease to be or shall not be a valid and perfected Lien having the priorities
contemplated hereby or thereby (subject to Permitted Liens and except as permitted by the terms
of this Agreement or the Collateral Documents or other than as a result of the action, delay or
inaction of the Administrative Agent) for a period of fifteen (15) consecutive days after the
Borrower receives written notice thereof from the Administrative Agent; or;
(f)The Borrower, any Significant Subsidiary or any group of Subsidiaries of the
Borrower that, taken together, would constitute a Significant Subsidiary pursuant to or within the
meaning of Bankruptcy Law:
(1)commences a voluntary case,
(2)consents to the entry of an order for relief against it in an
involuntary case,
(3)consents to the appointment of a custodian of it or for all or
substantially all of its property,
(4)makes a general assignment for the benefit of its creditors, or
(5)admits in writing its inability generally to pay its debts; or
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(g)a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:
(1)is for relief against the Borrower, any Significant Subsidiary or any
group of Subsidiaries of the Borrower that, taken together, would constitute a
Significant Subsidiary in an involuntary case;
(2)appoints a custodian of the Borrower, any Significant Subsidiary or
any group of Subsidiaries of the Borrower that, taken together, would constitute a
Significant Subsidiary or for all or substantially all of the property of the
Borrower, any Significant Subsidiary or any group of Subsidiaries of the
Borrower that, taken together, would constitute a Significant Subsidiary; or
(3)orders the liquidation of the Borrower, any Significant Subsidiary
or any group of Subsidiaries of the Borrower that, taken together, would
constitute a Significant Subsidiary;
and in each case the order or decree remains unstayed and in effect for sixty (60)
consecutive days; or
(h)failure by the Borrower or any of the Borrower’s Subsidiaries to pay final
judgments entered by a court or courts of competent jurisdiction aggregating in excess of
$50,000,000 (determined net of amounts covered by insurance policies issued by creditworthy
insurance companies (and as to which the applicable insurance company has not denied
coverage) or by third party indemnities or a combination thereof), which judgments are not paid,
discharged, bonded, satisfied or stayed for a period of sixty (60) days; or
(i)(1) the Borrower or any Guarantor shall default in the performance of any
obligation relating to Material Indebtedness and any applicable grace periods shall have expired
and any applicable notice requirements shall have been complied with, and as a result of such
default the holder or holders of such Material Indebtedness or any trustee or agent on behalf of
such holder or holders shall be permitted to cause such Material Indebtedness to become due
prior to its scheduled final maturity date, and such ability to cause such Material Indebtedness to
become due shall be continuing for a period of more than 60 consecutive days, (2) the Borrower
or any Guarantor shall default in the performance of any obligation relating to any Indebtedness
of the Borrower or a Guarantor (other than the Loans and obligations relating to Letters of
Credit) outstanding under one or more agreements of the Borrower or a Guarantor that results in
such Indebtedness coming due prior to its scheduled final maturity date in an aggregate principal
amount at any single time unpaid exceeding $150,000,000 or (3) the Borrower or any Guarantor
shall default in the payment of the outstanding principal amount due on the scheduled final
maturity date of any Indebtedness outstanding under one or more agreements of the Borrower or
a Guarantor, any applicable grace periods shall have expired and any applicable notice
requirements shall have been complied with and such failure to make payment when due shall be
continuing for a period of more than five (5) consecutive Business Days following the applicable
scheduled final maturity date thereunder, in an aggregate principal amount at any single time
unpaid exceeding $150,000,000.
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then, and in every such event and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders, the Administrative Agent
shall, by written notice to the Borrower, take one or more of the following actions, at the same or
different times:
(i) terminate forthwith the Commitments;
(ii) declare the Loans or any portion thereof then outstanding to be forthwith
due and payable, whereupon the principal of the Loans and other Obligations (other than
Designated Hedging Obligations) together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrower accrued hereunder and under any
other Loan Document, shall become forthwith due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby expressly waived
by the Borrower and the Guarantors, anything contained herein or in any other Loan
Document to the contrary notwithstanding;
(iii) require the Borrower and the Guarantors promptly upon written demand to
deposit in the Letter of Credit Account Cash Collateralization for the LC Exposure (and
to the extent the Borrower and the Guarantors shall fail to furnish such funds as
demanded by the Administrative Agent, the Administrative Agent shall be authorized to
debit the accounts of the Borrower and the Guarantors (other than Escrow Accounts,
Payroll Accounts or other accounts held in trust for an identified beneficiary) maintained
with the Administrative Agent in such amounts);
(iv) set-off amounts in the Letter of Credit Account or any other accounts
(other than Escrow Accounts, Payroll Accounts or other accounts held in trust for an
identified beneficiary) maintained with the Administrative Agent (or any of its affiliates)
and apply such amounts to the obligations of the Borrower and the Guarantors hereunder
and in the other Loan Documents; and
(v) exercise any and all remedies under the Loan Documents and under
applicable law available to the Administrative Agent and the Lenders.
In case of any event with respect to the Borrower, any Significant Subsidiary or any group of
Subsidiaries that, taken together, would constitute a Significant Subsidiary described in clause (f)
or (g) of this Section 7.01, the actions and events described in clauses (i), (ii) and (iii) above shall
be required or taken automatically, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.  Any payment received as a result of the
exercise of remedies hereunder shall be applied in accordance with Section 2.17(b).
SECTION 8.
THE AGENTS
Section 8.01.Administration by Agents.
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(a)Each of the Lenders and each Issuing Lender hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative Agent by the
terms hereof, together with such actions and powers as are reasonably incidental thereto.  Each of
the Lenders and each Issuing Lender acknowledges that the Borrower has appointed the
Sustainability Structuring Agent to take such actions and to exercise such powers as are
delegated to the Sustainability Structuring Agent by the terms hereof, together with such actions
and powers as are reasonably incidental thereto.
(b)Each of the Lenders and each Issuing Lender hereby authorizes the
Administrative Agent, in its sole discretion:
(i)in connection with the sale or other disposition of any asset that is part of the
Collateral of the Borrower or any other Grantor, as the case may be, to the extent permitted by
the terms of this Agreement, to release a Lien granted to the Administrative Agent, for the
benefit of the Secured Parties, on such asset;
(ii)to determine that the cost to the Borrower or any other Grantor, as the case may
be, is disproportionate to the benefit to be realized by the Secured Parties by perfecting a Lien in
a given asset or group of assets included in the Collateral and that the Borrower or such other
Grantor, as the case may be, should not be required to perfect such Lien in favor of the
Administrative Agent, for the benefit of the Secured Parties;
(iii)to enter into the other Loan Documents on terms acceptable to the Administrative
Agent and to perform its respective obligations thereunder;
(iv)to execute any documents or instruments necessary to release any Guarantor from
the guarantees provided herein pursuant to Section 9.05;
(v)to enter into intercreditor and/or subordination agreements in accordance with
Sections 6.06 and 10.17 on terms reasonably acceptable to the Administrative Agent and to
perform its obligations thereunder and to take such action and to exercise the powers, rights and
remedies granted to it thereunder and with respect thereto; and
(vi)to enter into any other agreements reasonably satisfactory to the Administrative
Agent granting Liens to the Administrative Agent, for the benefit of the Secured Parties, on any
assets of the Borrower or any other Grantor to secure the Obligations.
Section 8.02.Rights of Administrative Agent.  Any institution serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender
as any other Lender and may exercise the same as though it were not an Administrative Agent,
and such bank and its respective Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate
of the Borrower as if it were not an Administrative Agent hereunder.
Section 8.03.Liability of Agents.
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(a)Neither the Administrative Agent nor the Sustainability Structuring Agent shall
have any duties or obligations except those expressly set forth herein.  Without limiting the
generality of the foregoing, neither the Administrative Agent nor the Sustainability Structuring
Agent (i) shall be subject to any fiduciary or other implied duties, regardless of whether an Event
of Default has occurred and is continuing, (ii) shall have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Administrative Agent is required to exercise in writing as directed
by the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 10.08), (iii) except as expressly set
forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of the Borrower’s Subsidiaries that is communicated
to or obtained by the institution serving as an Administrative Agent, Sustainability Structuring
Agent or any of their respective Affiliates in any capacity and, (iv) shall have any responsibility
for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the
KPI Metrics Auditor or any KPI Certificate (or any of the data or computations that are part of or
related to any such calculation) or (v) will be required to take any action that, in its opinion or the
opinion of its counsel, may expose the Administrative Agent or the Sustainability Structuring
Agent, as the case may be, to liability or that is contrary to any Loan Document or applicable
law, including for the avoidance of doubt, any action that may be in violation of the automatic
stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now
or hereafter in effect or that may effect a forfeiture, modification or termination of property of a
Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect.  Neither the Administrative Agent nor the
Sustainability Structuring Agent shall be liable for any action taken or not taken by it with the
consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 10.08) or in the
absence of its own gross negligence, bad faith or willful misconduct.  The Administrative Agent
shall be deemed not to have knowledge of any Event of Default unless and until written notice
thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative
Agent shall not be responsible for, or have any duty to ascertain or inquire into, (A) any
statement, warranty or representation made in or in connection with this Agreement, (B) the
contents of any certificate, report or other document delivered hereunder or in connection
herewith, (C) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein, (D) the validity, enforceability, effectiveness or genuineness of this
Agreement or any other agreement, instrument or document, or (E) the satisfaction of any
condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.
(b)Each of the Administrative Agent and the Sustainability Structuring Agent shall
be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person.  Each of the Administrative Agent and the
Sustainability Structuring Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not incur any liability for
relying thereon.  Each of the Administrative Agent and the Sustainability Structuring Agent may
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consult with legal counsel (who may be counsel for the Borrower), independent accountants and
other experts selected by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.
(c)Each of the Administrative Agent and the Sustainability Structuring Agent may
perform any and all of its duties and exercise its rights and powers by or through any one or more
sub-agents appointed by it. Each of the Administrative Agent and the Sustainability Structuring
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and
powers through its Related Parties.  The exculpatory provisions of the preceding paragraphs shall
apply to any such sub-agent and to the Related Parties of the Administrative Agent or the
Sustainability Structuring Agent, as applicable, and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for herein
as well as activities as Administrative Agent and the Sustainability Structuring Agent.
Section 8.04.Reimbursement and Indemnification.  Each Lender agrees (a) to reimburse
on demand the Administrative Agent for such Lender’s Aggregate Exposure Percentage of any
expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the
Loan Documents, including, without limitation, counsel fees and compensation of agents and
employees paid for services rendered on behalf of the Lenders, and any other expense incurred in
connection with the operations or enforcement thereof, not reimbursed by the Borrower or the
Guarantors and (b) to indemnify and hold harmless the Administrative Agent and any of its
Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure
Percentage, from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by, or asserted against it or any of them in any way relating
to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted
by it or any of them under this Agreement or any of the Loan Documents to the extent not
reimbursed by the Borrower or the Guarantors (except such as shall result from its gross
negligence or willful misconduct as determined in a final and nonappealable judgment by a court
of competent jurisdiction).
Section 8.05.Successor Agents.  Subject to the appointment and acceptance of a
successor agent as provided in this paragraph, the Administrative Agent may resign at any time
by notifying the Lenders, the Issuing Lenders and the Borrower.  Upon any such resignation by
the Administrative Agent, the Required Lenders shall have the right, with the consent (provided
no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not
to be unreasonably withheld or delayed), to appoint a successor.  If no successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within thirty
(30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, with the consent (provided no Event of Default or Default has
occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or
delayed), appoint a successor Administrative Agent which shall be a bank institution with an
office in New York, New York, or an Affiliate of any such bank.  Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the retiring
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Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder.  The fees payable by the Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor.  After the retiring Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such
retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while it was acting as an Administrative
Agent.
Section 8.06.Independent Lenders.  Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based upon this
Agreement, any related agreement or any document furnished hereunder or thereunder.
Section 8.07.Advances and Payments.
(a)On the date of each Loan, the Administrative Agent shall be authorized (but not
obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made
by it in accordance with its Revolving Commitment hereunder.  Should the Administrative Agent
do so, each of the Lenders agrees forthwith to reimburse the Administrative Agent in
immediately available funds for the amount so advanced on its behalf by the Administrative
Agent, together with interest at the Federal Funds Rate if not so reimbursed on the date due from
and including such date but not including the date of reimbursement.
(b)Any amounts received by the Administrative Agent in connection with this
Agreement (other than amounts to which the Administrative Agent is entitled pursuant to
Sections 2.19, 2.20, 8.04 and 10.04), the application of which is not otherwise provided for in
this Agreement, shall be applied in accordance with Section 2.17(b).  All amounts to be paid to a
Lender by the Administrative Agent shall be credited to that Lender, after collection by the
Administrative Agent, in immediately available funds either by wire transfer or deposit in that
Lender’s correspondent account with the Administrative Agent, as such Lender and the
Administrative Agent shall from time to time agree.
Section 8.08.Sharing of Setoffs.  Each Lender agrees that, except to the extent this
Agreement expressly provides for payments to be allocated to a particular Lender, if it shall,
through the exercise either by it or any of its banking Affiliates of a right of banker’s lien, setoff
or counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured
claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in
lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under
any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in
respect of its Revolving Extensions of Credit as a result of which the unpaid portion of its
Revolving Extensions of Credit is proportionately less than the unpaid portion of the Revolving
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Extensions of Credit of any other Lender (other than with respect to any LC Exposure under
clause (i) of the definition thereof) (a) it shall promptly purchase at par (and shall be deemed to
have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure
of such other Lender, so that the aggregate amount of each Lender’s Revolving Extensions of
Credit and its participation in Loans and LC Exposure of the other Lenders shall be in the same
proportion to the aggregate unpaid principal amount of all Revolving Extensions of Credit then
outstanding as the amount of its Revolving Extensions of Credit prior to the obtaining of such
payment was to the amount of all Revolving Extensions of Credit prior to the obtaining of such
payment and (b) such other adjustments shall be made from time to time as shall be equitable to
ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata
payment is thereafter recovered or otherwise set aside, such purchase of participations shall be
rescinded (without interest).  The Borrower expressly consents to the foregoing arrangements
and agrees, to the fullest extent permitted by law, that any Lender holding (or deemed to be
holding) a participation in a Loan or LC Exposure acquired pursuant to this Section or any of its
banking Affiliates may exercise any and all rights of banker’s lien, setoff or counterclaim with
respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender
was the original obligee thereon, in the amount of such participation.  The provisions of this
Section 8.08 shall not be construed to apply to (a) any payment made by the Borrower or a
Guarantor pursuant to and in accordance with the express terms of this Agreement (including the
application of funds arising from the existence of a Defaulting Lender) or (b) any payment
obtained by any Lender as consideration for the assignment or sale of a participation in any of its
Loans or other Obligations owed to it.
Section 8.09.Withholding Taxes.  To the extent required by any applicable law, the
Administrative Agent may withhold from any payment to any Lender an amount equivalent to
any withholding tax applicable to such payment.  If the Internal Revenue Service or any other
Governmental Authority asserts a claim that the Administrative Agent did not properly withhold
tax from amounts paid to or for the account of any Lender for any reason, or the Administrative
Agent has paid over to the Internal Revenue Service applicable withholding tax relating to a
payment to a Lender but no deduction has been made from such payment, without duplication of
any indemnification obligations set forth in Section 8.04, such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative
Agent as tax or otherwise, including any penalties or interest and together with any expenses
incurred.
Section 8.10.Appointment by Secured Parties.  Each Secured Party that is not a party to
this Agreement shall be deemed to have appointed the Administrative Agent as its agent under
the Loan Documents in accordance with the terms of this Section 8 and to have acknowledged
that the provisions of this Section 8 apply to such Secured Party mutatis mutandis as though it
were a party hereto (and any acceptance by such Secured Party of the benefits of this Agreement
or any other Loan Document shall be deemed an acknowledgment of the foregoing).
Section 8.11.Erroneous Payments.
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(a)If the Administrative Agent (x) notifies a Lender, Issuing Lender or Secured
Party, or any Person who has received funds on behalf of a Lender, Issuing Lender or Secured
Party (any such Lender, Issuing Lender, Secured Party or other recipient (and each of their
respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has
determined in its sole discretion (whether or not after receipt of any notice under immediately
succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent)
received by such Payment Recipient from the Administrative Agent or any of its Affiliates were
erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by,
such Payment Recipient (whether or not known to such Lender, Issuing Lender, Secured Party or
other Payment Recipient on its behalf)  (any such funds, whether  transmitted or received as a
payment, prepayment or repayment of principal, interest, fees, distribution or otherwise,
individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of
such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain
the property of the Administrative Agent pending its return or repayment as contemplated below
in this Section 8.11 and held in trust for the benefit of the Administrative Agent, and such
Lender, Issuing Lender or Secured Party shall (or, with respect to any Payment Recipient who
received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no
event later than two Business Days thereafter (or such later date as the Administrative Agent
may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of
any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same
day funds (in the currency so received), together with interest thereon (except to the extent
waived in writing by the Administrative Agent) in respect of each day from and including the
date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the
date such amount is repaid to the Administrative Agent in same day funds at the greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation from time to time in effect. A notice of the
Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent
manifest error.
(b)Without limiting immediately preceding clause (a), each Lender, Issuing Lender
or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Lender or
Secured Party (and each of their respective successors and assigns), agrees that if it receives a
payment, prepayment or repayment (whether received as a payment, prepayment or repayment of
principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its
Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this
Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent
(or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not
preceded or accompanied by a notice of payment, prepayment or repayment sent by the
Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Lender or
Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in
error or by mistake (in whole or in part), then in each such case:
(i)it acknowledges and agrees that (A) in the case of immediately preceding
clauses (x) or (y), an error and mistake shall be presumed to have been
made (absent written confirmation from the Administrative Agent to the
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contrary) or (B) an error and mistake has been made (in the case of
immediately preceding clause (z)), in each case, with respect to such
payment, prepayment or repayment; and
(ii)such Lender, Issuing Lender or Secured Party shall use commercially
reasonable efforts to (and shall use commercially reasonable efforts to
cause any other recipient that receives funds on its respective behalf to)
promptly (and, in all events, within one Business Day of its knowledge of
the occurrence of any of the circumstances described in immediately
preceding clauses (x), (y) and (z)) notify the Administrative Agent of its
receipt of such payment, prepayment or repayment, the details thereof (in
reasonable detail) and that it is so notifying the Administrative Agent
pursuant to this Section 8.11(b).
For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent
pursuant to this Section 8.11(b) shall not have any effect on a Payment Recipient’s obligations
pursuant to Section 8.11(a) or on whether or not an Erroneous Payment has been made.
(c)Each Lender, Issuing Lender or Secured Party hereby authorizes the
Administrative Agent to set off, net and apply any and all amounts at any time owing to such
Lender, Issuing Lender or Secured Party under any Loan Document, or otherwise payable or
distributable by the Administrative Agent to such Lender, Issuing Lender or Secured Party under
any Loan Document with respect to any payment of principal , interest, fees or other amounts,
against any amount that the Administrative Agent has demanded to be returned under
immediately preceding clause (a).
(d)(i) In the event that an Erroneous Payment (or portion thereof) is not recovered by
the Administrative Agent for any reason, after demand therefor in accordance with immediately
preceding clause (a), from any Lender or Issuing Lender that has received such Erroneous
Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous
Payment (or portion thereof) on its respective behalf)  (such unrecovered amount, an “Erroneous
Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing
Lender at any time, then effective immediately (with the consideration therefore being
acknowledged by the parties hereto), (A) such Lender or Issuing Lender shall be deemed to have
assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was
made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment
Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such
assignment of the Loans (but not Commitments) of the Erroneous Payment  Impacted Class, the
“Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated
at par plus any accrued and unpaid interest (with the assignment fee to be waived by the
Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to
execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement
incorporating an Assignment and Assumption by reference pursuant to a Platform as to which
the Administrative Agent and such parties are participants) with respect to such Erroneous
Payment Deficiency Assignment, and such Lender or Issuing Lender shall deliver any Notes
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evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such
Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment),
(B) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous
Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent
as the assignee Lender shall become a Lender or Issuing Lender, as applicable, hereunder with
respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or
assigning Issuing Lender shall cease to be a Lender or Issuing Lender, as applicable, hereunder
with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of
doubt, its obligations under the indemnification provisions of this Agreement and its applicable
Commitments which shall survive as to such assigning Lender or assigning Issuing Lender and
(D) the Administrative Agent and the Borrower shall each be deemed to have waived any
consents required under this Agreement to any such Erroneous Payment Deficiency Assignment,
and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans
subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no
Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and
such Commitments shall remain available in accordance with the terms of this Agreement.
(ii) Subject to Section 10.02 (but excluding, in all events, any assignment consent or
approval requirements (whether from the Borrower or otherwise)), the Administrative Agent
may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency
Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return
Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of
such Loan (or portion thereof), and the Administrative Agent shall retain all other rights,
remedies and claims against such Lender (and/or against any recipient that receives funds on its
respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable
Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and
interest, or other distribution in respect of principal and interest, received by the Administrative
Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous
Payment Deficiency Assignment (to the extent that any such Loans are then owned by the
Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be
reduced by any amount specified by the Administrative Agent in writing to the applicable Lender
from time to time.
(e)The parties hereto agree that (x) irrespective of whether the Administrative Agent
may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not
recovered from any Payment Recipient that has received such Erroneous Payment (or portion
thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and
interests of such Payment Recipient (and, in the case of any Payment Recipient who has received
funds on behalf of a Lender, Issuing Lender or Secured Party, to the rights and interests of such
Lender, Issuing Lender or Secured Party, as the case may be) under the Loan Documents with
respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan
Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation
Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to
the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an
Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations
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owed by the Borrower or any other Loan Party; provided that this Section 8.11 shall not be
interpreted to increase (or accelerate the due date for), or have the effect of increasing (or
accelerating the due date for), the Obligations of the Borrower or any other Loan Party relative to
the amount (and/or timing for payment) of the Obligations that would have been payable had
such Erroneous Payment not been made by the Administrative Agent; provided, further, that for
the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent
any such Erroneous Payment is, and solely with respect to the amount of such Erroneous
Payment that is, comprised of funds received by the Administrative Agent from, or on behalf of
(including through the exercise of remedies under any Loan Document), the Borrower or any
other Loan Party for the purpose of a payment on the Obligations.
(f)To the extent permitted by applicable law, no Payment Recipient shall assert any
right or claim to  an Erroneous Payment, and hereby waives, and is deemed to waive, any claim,
counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or
counterclaim by the Administrative Agent for the return of any Erroneous Payment received,
including, without limitation, any defense based on “discharge for value” or any similar doctrine.
(g)Each party’s obligations, agreements and waivers under this Section 8.11 shall
survive the resignation or replacement of the Administrative Agent, any transfer of rights or
obligations by, or the replacement of, a Lender or Issuing Lender, the termination of the
Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion
thereof) under any Loan Document.
SECTION 9.
GUARANTY
Section 9.01.Guaranty.
(a)Each of the Guarantors unconditionally, absolutely and irrevocably guarantees the
due and punctual payment by the Borrower of the Obligations (including interest accruing on and
after the filing of any petition in bankruptcy or of reorganization of the obligor whether or not
post filing interest is allowed in such proceeding) (collectively, the “Guaranteed Obligations”
and the obligations of each Guarantor in respect thereof, its “Guaranty Obligations”).  Each of
the Guarantors further agrees that, to the extent permitted by applicable law, the Obligations may
be extended or renewed, in whole or in part, without notice to or further assent from it, and it will
remain bound upon this guaranty notwithstanding any extension or renewal of any of the
Obligations.  The Guaranteed Obligations of the Guarantors shall be joint and several.  Each of
the Guarantors further agrees that its guaranty hereunder is a primary obligation of such
Guarantor and not merely a contract of surety.
(b)To the extent permitted by applicable law, each of the Guarantors waives
presentation to, demand for payment from and protest to the Borrower or any other Guarantor,
and also waives notice of protest for nonpayment.  The obligations of the Guarantors hereunder
shall not, to the extent permitted by applicable law, be affected by (i) the failure of the
Administrative Agent or a Lender to assert any claim or demand or to enforce any right or
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remedy against the Borrower or any other Guarantor under the provisions of this Agreement or
any other Loan Document or otherwise; (ii) any extension or renewal of any provision hereof or
thereof; (iii) any rescission, waiver, compromise, acceleration, amendment or modification of
any of the terms or provisions of any of the Loan Documents; (iv) the release, exchange, waiver
or foreclosure of any security held by the Administrative Agent for the Obligations or any of
them; (v) the failure of the Administrative Agent or a Lender to exercise any right or remedy
against any other Guarantor; or (vi) the release or substitution of any Collateral or any other
Guarantor.
(c)To the extent permitted by applicable law, each of the Guarantors further agrees
that this guaranty constitutes a guaranty of payment when due and not just of collection, and
waives any right to require that any resort be had by the Administrative Agent or a Lender to any
security held for payment of the Obligations or to any balance of any deposit, account or credit
on the books of the Administrative Agent or a Lender in favor of the Borrower or any other
Guarantor, or to any other Person.
(d)To the extent permitted by applicable law, each of the Guarantors hereby waives
any defense that it might have based on a failure to remain informed of the financial condition of
the Borrower and of any other Guarantor and any circumstances affecting the ability of the
Borrower to perform under this Agreement.
(e)To the extent permitted by applicable law, each Guarantor’s guaranty shall not be
affected by the genuineness, validity, regularity or enforceability of the Obligations or any other
instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection,
or extent of any collateral therefor or by any other circumstance relating to the Obligations which
might otherwise constitute a defense to this guaranty (other than payment in full in cash of the
Obligations in accordance with the terms of this Agreement (other than those that constitute
unasserted contingent indemnification obligations)).  Neither the Administrative Agent nor any
of the Lenders makes any representation or warranty in respect to any such circumstances or
shall have any duty or responsibility whatsoever to any Guarantor in respect of the management
and maintenance of the Obligations.
(f)Upon the occurrence of the Obligations becoming due and payable (by
acceleration or otherwise), the Lenders shall be entitled to immediate payment of such
Obligations by the Guarantors upon written demand by the Administrative Agent.
Section 9.02.No Impairment of Guaranty.  To the extent permitted by applicable law,
the obligations of the Guarantors hereunder shall not be subject to any reduction, limitation or
impairment for any reason, including, without limitation, any claim of waiver, release, surrender,
alteration or compromise, other than pursuant to a written agreement in compliance with Section
10.08 and shall not be subject to any defense or set-off, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations.  To the
extent permitted by applicable law, without limiting the generality of the foregoing, the
obligations of the Guarantors hereunder shall not be discharged or impaired or otherwise affected
by the failure of the Administrative Agent or a Lender to assert any claim or demand or to
enforce any remedy under this Agreement or any other agreement, by any waiver or modification
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of any provision hereof or thereof, by any default, failure or delay, willful or otherwise, in the
performance of the Obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of the Guarantors or
would otherwise operate as a discharge of the Guarantors as a matter of law.
Section 9.03.Continuation and Reinstatement, etc.  Each Guarantor further agrees that
its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored
by the Administrative Agent, the Issuing Lenders, any Lender or any other Secured Party upon
the bankruptcy or reorganization of the Borrower or a Guarantor, or otherwise.
Section 9.04.Subrogation.  Upon payment by any Guarantor of any sums to the
Administrative Agent or a Lender hereunder, all rights of such Guarantor against the Borrower
arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be
subordinate and junior in right of payment to the prior payment in full of all the Obligations
(including interest accruing on and after the filing of any petition in bankruptcy or of
reorganization of an obligor whether or not post filing interest is allowed in such proceeding).  If
any amount shall be paid to such Guarantor for the account of the Borrower relating to the
Obligations prior to payment in full of the Obligations, such amount shall be held in trust for the
benefit of the Administrative Agent and the Lenders and shall forthwith be paid to the
Administrative Agent and the Lenders to be credited and applied to the Obligations, whether
matured or unmatured.
Section 9.05.Discharge of Guaranty.
(a)In the event of any sale or other disposition of all or substantially all of the assets
of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of
all Capital Stock of any Guarantor, in each case to a Person that is not (either before or after
giving effect to such transactions) the Borrower or a Guarantor or the merger or consolidation of
a Guarantor with or into the Borrower or another Guarantor, in each case, in a transaction
permitted under this Agreement, then such Guarantor (in the event of a sale or other disposition,
by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be automatically released and relieved of
any obligations under its Guarantee of the Guaranteed Obligations.
(b)Upon the request of the Borrower, the guarantee of any Guarantor that is an
Immaterial Subsidiary shall be promptly released; provided that (i) no Event of Default shall
have occurred and be continuing or shall result therefrom and (ii) the Borrower shall have
delivered a certificate of a Responsible Officer certifying that such Subsidiary is an Immaterial
Subsidiary; provided further that a Subsidiary that is considered not to be an Immaterial
Subsidiary solely pursuant to clause (i)(1) of the second proviso of the definition thereof shall,
solely for purposes of this clause (b), be considered an Immaterial Subsidiary, so long as any
applicable guarantee, pledge or other obligation of such Subsidiary with respect to any Junior
Secured Debt shall be irrevocably released and discharged substantially simultaneously with the
release of such guarantee hereunder.
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(c)The Administrative Agent shall use commercially reasonable efforts to execute
and deliver, at the Borrower’s expense, such documents as the Borrower or any Guarantor may
reasonably request to evidence the release of the guarantee of such Guarantor provided herein.
SECTION 10.
MISCELLANEOUS
Section 10.01.Notices.
(a)Except in the case of notices and other communications expressly permitted to be
given by telephone (and subject to paragraph (b) below), all notices and other communications
provided for herein or under any other Loan Document shall be in writing (including by
facsimile), and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:
(i)if to the Borrower or any Guarantor, to it at JetBlue Airways Corporation, 27-01
Queens Plaza North, Long Island City, New York 11101, telephone: (718) 286-7900, facsimile:
(718) 425-9260, email:  Treasury@jetblue.com; Attention: Treasurer;
with a copy to:
JetBlue Airways Corporation, 27-01 Queens Plaza North, Long Island City, New York
11101, telephone: (718) 286-7900, facsimile: (718) 425-9260; Attention:  General
Counsel;
(ii)if to Citibank as Administrative Agent, to it at Citibank, N.A., 1 Penns Way, OPS
2/2, Global Loans, New Castle, Delaware 19720, Attention: Agency Operations, Ref: JetBlue
Airways, telephone: (302) 894-6010, facsimile: (646) 274-5080;
(iii)if to an Issuing Lender that is a Lender, to it at its address determined pursuant to
clause (iv) below or, if to an Issuing Lender that is not a Lender, to it at the address most recently
specified by it in notice delivered by it to the Administrative Agent and the Borrower, unless no
such notice has been received, in which case to it in care of its Affiliate that is a Lender at its
address determined pursuant to clause (iv); and
(iv)if to any other Lender, to it at its address (or telecopy number) set forth in Annex
A hereto or, if subsequently delivered, an Assignment and Acceptance.
(b)Notices and other communications to the Lenders hereunder may be delivered or
furnished by electronic communications pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless
otherwise agreed by the Administrative Agent and the applicable Lender.  The Administrative
Agent, the Sustainability Agent or the Borrower may, in its reasonable discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to
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procedures approved by it; provided that approval of such procedures may be limited to
particular notices or communications.
(c)Any party hereto may change its address, telecopy number or e-mail address for
notices and other communications hereunder by notice to the other parties hereto.  All notices
and other communications given to any party hereto in accordance with the provisions of this
Agreement shall be deemed to have been given on the date of receipt.
Section 10.02.Successors and Assigns.
(a)The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby (including any
Affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void), provided that the foregoing shall not restrict any
transaction permitted by Section 6.10, and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section 10.02.  Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby (including any Affiliate
of an Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in
paragraph (d) of this Section 10.02) and, to the extent expressly contemplated hereby, the
Related Parties of the Administrative Agent, the Issuing Lenders and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.
(b)(i)  Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Revolving Commitment and the Loans at the time owing to it)
with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A)the Administrative Agent; provided that no consent of the
Administrative Agent shall be required for an assignment if the assignee is a
Lender, an Affiliate of a Lender or an Approved Fund of a Lender, in each case so
long as such assignee is an Eligible Assignee; and
(B)the Borrower; provided that no consent of the Borrower shall be
required for an assignment (I) if an Event of Default has occurred and is
continuing or (II) if the assignee is a Lender, an Affiliate of a Lender or an
Approved Fund of a Lender, in each case so long as such assignee is an Eligible
Assignee; provided, further, that the Borrower’s consent will be deemed given
with respect to a proposed assignment if no response is received with ten (10)
Business Days after having received a written request from such Lender pursuant
to this Section 10.02(b).
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(ii)Assignments shall be subject to the following additional conditions:
(A)any assignment of any portion of the Total Revolving
Commitment, Revolving Loans and LC Exposure shall be made to an Eligible
Assignee;
(B)except in the case of an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund of a Lender or an assignment of the entire remaining
amount of the assigning Lender’s Revolving Commitment or Loans, the amount
of such Commitment or Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not be
less than $5,000,000, and after giving effect to such assignment, the portion of the
Loan or Commitment held by the assigning Lender of the same tranche as the
assigned portion of the Loan or Commitment shall not be less than $5,000,000, in
each case unless the Borrower and the Administrative Agent otherwise consent;
provided that no consent of the Borrower shall be required with respect to such
assignment if an Event of Default has occurred and is continuing; provided,
further, that any such assignment shall be in increments of $500,000 in excess of
the minimum amount described above;
(C)each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under this
Agreement;
(D)the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $3,500 for the account of the Administrative Agent; and
(E)the assignee, if it was not a Lender immediately prior to such
assignment, shall deliver (i) to the Administrative Agent an administrative
questionnaire in a form as the Administrative Agent may require and (ii) any
documents required to be delivered pursuant to Section 2.16.
For the purposes of this Section 10.02(b), the term “Approved Fund” means with
respect to any Lender, any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary
course of its business and that is administered or managed by (a) such Lender, (b) an Affiliate of
such Lender or (c) an entity or an Affiliate of an entity that administers or manages such Lender.
(iii)Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section 10.02, from and after the effective date specified in each Assignment and Acceptance,
the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Acceptance, have the rights and obligations of a Revolving Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this Agreement (and, in
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the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.14, 2.16 and 10.04).  Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this Section
10.02 shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with paragraph (d) of this Section 10.02.
(iv)The Administrative Agent shall maintain at its offices a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Revolving Commitments of, and principal amount (and stated interest) of
the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time
to time (the “Register”).  The entries in the Register shall be conclusive absent manifest error,
and the Borrower, the Guarantors, the Administrative Agent, the Issuing Lenders and the
Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the Borrower, the Issuing Lenders and
any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(v)Notwithstanding anything to the contrary contained herein, no assignment may be
made hereunder to any Defaulting Lender or any of its subsidiaries, or any Person who, upon
becoming a Lender hereunder, would constitute any of the foregoing Persons described in this
clause (v).
(vi)In connection with any assignment of rights and obligations of any Defaulting
Lender hereunder, no such assignment will be effective unless and until, in addition to the other
conditions thereto set forth herein, the parties to the assignment make such additional payments
to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as
appropriate (which may be outright payment, purchases by the assignee of participations or
subparticipations, or other compensating actions, including funding, with the consent of the
Borrower and the Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the applicable assignee and
assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then
owed by such Defaulting Lender to the Borrower, Administrative Agent, the Issuing Lender and
each other Revolving Lender hereunder (and interest accrued thereon), and (y) acquire (and fund
as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in
accordance with its Aggregate Exposure Percentage.  Notwithstanding the foregoing, in the event
that any assignment of rights and obligations of any Defaulting Lender hereunder becomes
effective under applicable law without compliance with the provisions of this paragraph, then the
assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this
Agreement until such compliance occurs.
(c)Upon its receipt of a duly completed Assignment and Acceptance executed by an
assigning Lender and an assignee, the assignee’s completed administrative questionnaire in a
form as the Administrative Agent may require (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and
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any written consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Acceptance and record the information
contained therein in the Register; provided that if either the assigning Lender or the assignee
shall have failed to make any payment required to be made by it pursuant to Section 2.04(a), 8.04
or 10.04(d), the Administrative Agent shall have no obligation to accept such Assignment and
Acceptance and record the information therein in the Register unless and until such payment
shall have been made in full, together with all accrued interest thereon.  No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the Register as provided
in this paragraph.
(d)(i)  Any Lender may, without the consent of the Borrower, the Administrative
Agent or any Issuing Lender, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans); provided that (A) such Lender’s
obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (C) the
Borrower, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver described in the first
proviso to Section 10.08(a) that affects such Participant.  Subject to Section 10.02(d)(ii), the
Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14 and 2.16 to
the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
Section 10.02(b).  To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 8.08 as though it were a Lender, provided such Participant agrees to be
subject to the requirements of Section 8.08 as though it were a Lender.  Each Lender that sells a
participation, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall
maintain a register on which it enters the name and address of each Participant and the principal
amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under
this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to
disclose all or any portion of the Participant Register to any Person (including the identity of any
Participant or any information relating to a Participant’s interest in any Commitments, Loans,
Letters of Credit or its other obligations under this Agreement or any Loan Document) except to
the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of
Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest
error, and such Lender, the Borrower, a Guarantor and the Administrative Agent shall treat each
person whose name is recorded in the Participant Register pursuant to the terms hereof as the
owner of such participation for all purposes of this Agreement, notwithstanding notice to the
contrary.
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(ii)A Participant shall not be entitled to receive any greater payment under Section
2.14 or 2.16 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant and shall be subject to the terms of Section 2.18(a).  The
Lender selling the participation to such Participant shall be subject to the terms of Section
2.18(b) if such Participant requests compensation or additional amounts pursuant to Section 2.14
or 2.16.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to
the benefits of Section 2.16 unless such Participant agrees, for the benefit of the Borrower, to
comply with Sections 2.16(f), 2.16(g) and 2.16(h) as though it were a Lender.
(e)Any Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender, including without
limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or other
central bank having jurisdiction over such Lender, and this Section 10.02 shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.
(f)Any Lender may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 10.02, disclose to the assignee or participant
or proposed assignee or participant, any information relating to the Borrower or any of the
Guarantors furnished to such Lender by or on behalf of the Borrower or any of the Guarantors;
provided that prior to any such disclosure, each such assignee or participant or proposed assignee
or participant provides to the Administrative Agent its agreement in writing to be bound for the
benefit of the Borrower by either the provisions of Section 10.03 or other provisions at least as
restrictive as Section 10.03.
Section 10.03.Confidentiality.  Each Lender agrees to keep any information delivered or
made available by the Borrower or any of the Guarantors to it confidential, in accordance with its
customary procedures, from anyone other than persons employed or retained by such Lender
who are or are expected to become engaged in evaluating, approving, structuring or
administering the Loans, and who are advised by such Lender of the confidential nature of such
information; provided that nothing herein shall prevent any Lender from disclosing such
information (a) to any of its Affiliates and their respective agents and advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such information and instructed to keep such information confidential) or to any other
Lender or any other party hereto, (b) upon the order of any court or administrative agency, (c)
upon the request or demand of any regulatory agency or authority (including any self-regulatory
authority), (d) which has been publicly disclosed other than as a result of a disclosure by the
Administrative Agent or any Lender which is not permitted by this Agreement, (e) in connection
with any litigation to which the Administrative Agent, any Lender, or their respective Affiliates
may be a party to the extent reasonably required under applicable rules of discovery, (f) to the
extent reasonably required in connection with the exercise of any remedy or enforcement of
rights hereunder, (g) to such Lender’s legal counsel and independent auditors, (h) on a
confidential basis to any rating agency in connection with rating the Borrower and its
Subsidiaries or the Revolving Facility, (i) with the consent of the Borrower, (j) to any actual or
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proposed participant or assignee of all or part of its rights hereunder, to any direct or indirect
contractual counterparty (or the professional advisors thereto) to any swap or derivative
transaction relating to the Borrower and its obligations or to any credit insurance provider
relating to the Borrower and its obligations and (k) to any other party to this Agreement, in each
case, subject to the proviso in Section 10.02(f) (with any reference to any assignee or participant
set forth in such proviso being deemed to include a reference to such contractual counterparty or
credit insurance provider for purposes of this Section 10.03(j)).  If any Lender is in any manner
requested or required to disclose any of the information delivered or made available to it by the
Borrower or any of the Guarantors under clauses (b) or (e) of this Section, such Lender will, to
the extent permitted by law, provide the Borrower or such Guarantor with prompt notice, to the
extent reasonable, so that the Borrower or such Guarantor may seek, at its sole expense, a
protective order or other appropriate remedy or may waive compliance with this Section 10.03.
Section 10.04.Expenses; Indemnity; Damage Waiver.
(a)(i)  The Borrower shall pay or reimburse: (A) all reasonable fees and reasonable
out-of-pocket expenses of the Administrative Agent (including the reasonable fees,
disbursements and other charges of Milbank LLP, special counsel to the Administrative Agent)
associated with the syndication of the credit facilities provided for herein, and the preparation,
execution and delivery of the Loan Documents and any amendments, modifications or waivers of
the provisions hereof requested by the Borrower (whether or not the transactions contemplated
hereby or thereby shall be consummated); and (B) in connection with any enforcement of the
Loan Documents, (i) all fees and out-of-pocket expenses of the Administrative Agent (including
the reasonable fees, disbursements and other charges of a single counsel for the Administrative
Agent) incurred during the continuance of a Default, (ii) all such fees and expenses of the
Administrative Agent and the Lenders (including the reasonable fees, disbursements and other
charges of counsel for the Administrative Agent and the Lenders, which may be separate
counsel) incurred during the continuance of an Event of Default; and (C) all reasonable,
documented, out-of-pocket costs, expenses, taxes, assessments and other charges (including the
reasonable fees, disbursements and other charges of counsel for the Administrative Agent)
incurred by the Administrative Agent in connection with any filing, registration, recording or
perfection of any security interest contemplated by any Loan Document or incurred in
connection with any release or addition of Collateral after the Second Restatement Effective
Date.
(ii)All payments or reimbursements pursuant to the foregoing clause (a)(i)
shall be paid within thirty (30) days of written demand together with back-up documentation
supporting such reimbursement request.
(b)The Borrower shall indemnify the Administrative Agent, the Sustainability
Structuring Agent, the Issuing Lenders and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses,
including the reasonable fees, charges and disbursements of any counsel for any Indemnitee,
arising out of, in connection with, or as a result of any actual or prospective claim, litigation,
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investigation or proceeding, whether based on contract, tort or any other theory and regardless of
whether any Indemnitee is a party thereto and whether or not any such claim, litigation,
investigation or proceeding is brought by the Borrower, its equity holders, its Affiliates, its
creditors or any other Person (including any investigating, preparing for or defending any such
claims, actions, suits, investigations or proceedings, whether or not in connection with pending
or threatened litigation in which such Indemnitee is a party), relating to (i) the execution or
delivery of this Agreement or any agreement or instrument contemplated hereby, the
performance by the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of
Credit or the use of the proceeds therefrom (including any refusal by any Issuing Lender to honor
a demand for payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or
alleged presence or Release of Hazardous Materials on or from any property owned or operated
by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to,
or asserted against, the Borrower or any of its Subsidiaries; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the bad faith, gross negligence or willful
misconduct of such Indemnitee (or of any Related Party that is a controlled Affiliate of such
Indemnitee (a “Controlled Related Party”)), and any such Indemnitee shall repay the Borrower
the amount of any expenses previously reimbursed by the Borrower in connection with any such
loss, claims, damages, expenses or liability to such Indemnitee and, to the extent not repaid by
any of them, such Indemnitee’s Controlled Related Parties not a party to this Agreement.  This
Section 10.04(b) shall not apply with respect to Taxes other than Taxes that represent losses or
damages arising from any non-Tax claim.
(c)In case any action or proceeding shall be brought or asserted against an
Indemnitee in respect of which indemnity may be sought against the Borrower under the
provisions of any Loan Document, such Indemnitee shall promptly notify the Borrower in
writing to the extent legally permitted and the Borrower shall, if requested by such Indemnitee or
if the Borrower desires to do so, assume the defense thereof, including the employment of
counsel reasonably satisfactory to such Indemnitee but only if (i) no Event of Default shall have
occurred and be continuing and (ii) such action or proceeding does not involve any risk of
criminal liability or material risk of material civil money penalties being imposed on such
Indemnitee.  The Borrower shall not enter into any settlement of any such action or proceeding
that admits any Indemnitee’s misconduct or negligence.  The failure to so notify the Borrower
shall not affect any obligations the Borrower may have to such Indemnitee under the Loan
Documents or otherwise other than to the extent that the Borrower is materially adversely
affected by such failure.  The Indemnitees shall have the right to employ separate counsel in such
action or proceeding and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of the Indemnitees unless:  (i) the Borrower has agreed to pay
such fees and expenses, (ii) the Borrower has failed to assume the defense of such action or
proceeding and employ counsel reasonably satisfactory to the Indemnitees or (iii) the
Indemnitees shall have been advised in writing by counsel that under prevailing ethical standards
there may be a conflict between the positions of the Borrower and the Indemnitees in conducting
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the defense of such action or proceeding or that there may be legal defenses available to the
Indemnitees different from or in addition to those available to the Borrower, in which case, if the
Indemnitees notify the Borrower in writing that they elect to employ separate counsel at the
expense of the Borrower, the Borrower shall not have the right to assume the defense of such
action or proceeding on behalf of the Indemnitees; provided, however, that the Borrower shall
not, in connection with any one such action or proceeding or separate but substantially similar or
related actions or proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be responsible hereunder for the reasonable fees and expenses of more than
one such firm of separate counsel, in addition to any local counsel.  The Borrower shall not be
liable for any settlement of any such action or proceeding effected without the written consent of
the Borrower (which shall not be unreasonably withheld or delayed).
(d)To the extent that the Borrower fails to pay any amount required to be paid by it
to the Administrative Agent under paragraph (a) or (b) of this Section 10.04, each Lender
severally agrees to pay to the Administrative Agent, as the case may be, such portion of the
unpaid amount equal to such Lender’s Aggregate Exposure Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought); provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent in its capacity as
such.
(e)To the extent permitted by applicable law, each party hereto shall not assert, and
hereby waives, any claim against any other party hereto, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out
of, in connection with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds
thereof; provided that nothing in this clause (e) shall relieve the Borrower of any obligation it
may have to indemnify an Indemnitee pursuant to, and in accordance with the terms of,
paragraphs (b) and (c) of this Section 10.04 .  No Indemnitee referred to in paragraph (b) above
shall be liable for any damages arising from the use by unintended recipients of any information
or other materials distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby (except to the extent determined in a final and non-
appealable judgment by a court of competent jurisdiction to have arisen from the bad faith,
willful misconduct or gross negligence of such Indemnitee or any Controlled Related Party of
such Indemnitee).
Section 10.05.Governing Law; Jurisdiction; Consent to Service of Process.
(a)This Agreement shall be construed in accordance with and governed by the law of
the State of New York.
(b)Each party hereto hereby irrevocably and unconditionally submits, for itself and
its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding arising out of or
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relating to this Agreement, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in
such New York State court or, to the extent permitted by law, in such Federal court.  Each of the
parties hereto agrees that a final judgment in any such action or proceeding shall, to the extent
permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.
(c)Each party hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
in any court referred to in Section 10.05(b).  Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.
(d)Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 10.01.  Nothing in this Agreement will affect the right of
any party to this Agreement to serve process in any other manner permitted by law.
Section 10.06.No Waiver.  No failure on the part of the Administrative Agent or any of
the Lenders to exercise, and no delay in exercising, any right, power or remedy hereunder or any
of the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further exercise thereof or the
exercise of any other right, power or remedy.  All remedies hereunder are cumulative and are not
exclusive of any other remedies provided by law.
Section 10.07.Extension of Maturity.  Should any payment of principal of or interest or
any other amount due hereunder become due and payable on a day other than a Business Day,
the maturity thereof shall be extended to the next succeeding Business Day and, in the case of
principal, interest shall be payable thereon at the rate herein specified during such extension.
Section 10.08.Amendments, etc.
(a)No modification, amendment or waiver of any provision of this Agreement or any
Collateral Document (other than the Account Control Agreements), and no consent to any
departure by the Borrower or any Guarantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders (or signed by the Administrative
Agent with the consent of the Required Lenders), and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given; provided, however,
that, subject to Sections 2.07(d) and 2.29 of this Agreement, no such modification or amendment
shall without the prior written consent of:
(i)each Lender directly and adversely affected thereby (A) increase the Commitment
of any Lender or extend the termination date of the Commitment of any Lender (it being
understood that a waiver of an Event of Default shall not constitute an increase in or extension of
the termination date of the Commitment of a Lender), or (B) reduce the principal amount of any
Loan, any reimbursement obligation in respect of any Letter of Credit issued by it, or the rate of
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interest payable thereon (provided that only the consent of the Required Lenders (or in the case
of any such reimbursement obligation, the applicable Issuing Lender) shall be necessary for a
waiver of default interest referred to in Section 2.08), or extend any date for the payment of
interest or Fees hereunder or reduce any Fees payable hereunder or extend the final stated
maturity of the Revolving Loans or reimbursement or cash collateralization obligations in respect
of Letters of Credit or (C) amend, modify or waive any provision of Section 2.17(b); and
(ii)all of the Lenders (A) amend or modify any provision of this Agreement which
provides for the unanimous consent or approval of the Lenders, (B) amend this Section 10.08
that has the effect of changing the number or percentage of Lenders that must approve any
modification, amendment, waiver or consent or modify the percentage of the Lenders required in
the definition of Required Lenders, (C) release all or substantially all of the Collateral from the
Liens granted to the Administrative Agent hereunder or under any other Loan Document (except
to the extent contemplated by Section 6.09 or by the terms of the Collateral Documents) or (D)
subordinate the Liens granted to the Administrative Agent hereunder or under any other Loan
Document in respect of all (or substantially all) of the Collateral to any Lien securing any other
Indebtedness of the Borrower or its Subsidiaries (except to the extent contemplated by Section
10.17 or by the terms of the Collateral Documents);
provided further, that any Collateral Document may be amended, supplemented or otherwise
modified with the consent of the applicable Grantor and the Administrative Agent (i) to add
assets (or categories of assets) to the Collateral covered by such Collateral Document, as
contemplated by the definition of Additional Collateral set forth in Section 1.01 hereof or (ii) to
remove any asset or type or category of asset (including after-acquired assets of that type or
category) from the Collateral covered by such Collateral Document to the extent the release
thereof is permitted by Section 6.09(c).; provided, further, that following the occurrence of the
Convertible Notes Condition, the definition of “Revolving Facility Maturity Date” may be
amended by the Borrower and the Administrative Agent to remove the parenthetical in clause (a)
thereof without the consent of any Lender.
(b)No such amendment or modification shall adversely affect the rights and
obligations of the Administrative Agent or any Issuing Lender hereunder without its prior written
consent.
(c)No notice to or demand on the Borrower or any Guarantor shall entitle the
Borrower or any Guarantor to any other or further notice or demand in the same, similar or other
circumstances.  Each assignee under Section 10.02(b) shall be bound by any amendment,
modification, waiver, or consent authorized as provided herein, and any consent by a Lender
shall bind any Person subsequently acquiring an interest on the Loans held by such Lender.  No
amendment to this Agreement shall be effective against the Borrower or any Guarantor unless
signed by the Borrower or such Guarantor, as the case may be.
(d)Notwithstanding anything to the contrary contained in Section 10.08(a), (i) in the
event that either the Borrower requests that this Agreement be modified or amended in a manner
which would require the unanimous consent of all of the Lenders or the consent of all Lenders
directly and adversely affected thereby and, in each case, such modification or amendment is
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agreed to by the Required Lenders, then the Borrower may replace any non-consenting Lender in
accordance with Section 10.02; provided that such amendment or modification can be effected as
a result of the assignment contemplated by such Section (together with all other such
assignments required by the Borrower to be made pursuant to this clause (i)); and (ii) if the
Administrative Agent and the Borrower shall have jointly identified an obvious error or any error
or omission of a technical or immaterial nature in any provision of the Loan Documents, then the
Administrative Agent and the Borrower shall be permitted to amend such provision and such
amendment shall become effective without any further action or consent of any other party to
any Loan Document if the same is not objected to in writing by the Required Lenders within five
(5) Business Days after written notice thereof to the Lenders.
(e)[Reserved].
(f)In addition, notwithstanding anything to the contrary contained in Section
10.08(a), this Agreement and, as appropriate, the other Loan Documents, may be amended (or
amended and restated) with the written consent of the Required Lenders, the Administrative
Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and
to permit the extensions of credit from time to time outstanding thereunder and the accrued
interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other
Loan Documents with the Revolving Loans and the accrued interest and fees in respect thereof
and (b) to include appropriately the Lenders holding such credit facilities in any determination of
the Required Lenders.
(g)In addition, notwithstanding anything to the contrary contained in Section 7.01 or
Section 10.08(a), following the consummation of any Extension pursuant to Section 2.28, no
modification, amendment or waiver (including, for the avoidance of doubt, any forbearance
agreement entered into with respect to this Agreement) shall limit the right of any non-extending
Revolving Lender (each, a “Non-Extending Lender”) to enforce its right to receive payment of
amounts due and owing to such Non-Extending Lender on the Revolving Maturity Date
applicable to the Revolving Commitments of such Non-Extending Lenders without the prior
written consent of Non-Extending Lenders that would constitute Required Lenders if the Non-
Extending Lenders were the only Lenders hereunder at the time.
(h)It is understood that the amendment provisions of this Section 10.08 shall not
apply to extensions of the Revolving Facility Maturity Date or the maturity date of any tranche
of Revolving Commitments, in each case, made in accordance with Section 2.28.
Section 10.09.Severability.  Any provision of this Agreement held to be invalid, illegal
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction.
Section 10.10.Headings.  Section headings used herein are for convenience only and are
not to affect the construction of or be taken into consideration in interpreting this Agreement.
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Section 10.11.Survival.  All covenants, agreements, representations and warranties made
by the Borrower herein and in the certificates or other instruments delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation made by any such
other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing
Lender or any Lender may have had notice or knowledge of any Event of Default or incorrect
representation or warranty at the time any credit is extended hereunder.  The provisions of
Sections 2.14, 2.15, 2.16 and 10.04 and Section 8 shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the Commitments, or the
termination of this Agreement or any provision hereof.
Section 10.12.Execution in Counterparts; Integration; Effectiveness. 
(a)This Agreement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract.  This Agreement constitutes the entire contract among
the parties relating to the subject matter hereof and supersedes any and all previous agreements
and understandings, oral or written, relating to the subject matter hereof.  Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.  Delivery of an executed counterpart of a signature page of this
Agreement by telecopy or electronic .pdf copy shall be effective as delivery of a manually
executed counterpart of this Agreement.
(b)The words “execution,” “signed,” “signature,” and words of like import in this
Agreement and the other Loan Documents including any Assignment and Assumption shall be
deemed to include electronic signatures or electronic records, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the use of a paper-
based recordkeeping system, as the case may be, to the extent and as provided for in any
Applicable Law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act.
Section 10.13.USA Patriot Act.  Each Lender that is subject to the requirements of the
Patriot Act hereby notifies the Borrower and each Guarantor that pursuant to the requirements of
the Act, it is required to obtain, verify and record information that identifies the Borrower and
each Guarantor, which information includes the name and address of the Borrower and each
Guarantor and other information that will allow such Lender to identify the Borrower and each
Guarantor in accordance with the Patriot Act.
Section 10.14.New Value.  It is the intention of the parties hereto that any provision of
Collateral by a Grantor as a condition to, or in connection with, the making of any Loan or the
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issuance of any Letter of Credit hereunder, shall be made as a contemporaneous exchange for
new value given by the Lenders or Issuing Lenders, as the case may be, to the Borrower.
Section 10.15.WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.15.
Section 10.16.No Fiduciary Duty.  The Administrative Agent, each Lender and their
Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have
economic interests that conflict with those of the Borrower, its stockholders and/or its affiliates. 
The Borrower agree that nothing in the Loan Documents or otherwise related to the Transactions
will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other
implied duty between any Lender, on the one hand, and the Borrower, its stockholders or its
affiliates, on the other hand.  The parties hereto acknowledge and agree that (i) the transactions
contemplated by the Loan Documents (including the exercise of rights and remedies hereunder
and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand,
and the Borrower and the Guarantors, on the other hand, and (ii) in connection therewith and
with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary
responsibility in favor of the Borrower, its stockholders or its affiliates with respect to the
transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or
the process leading thereto (irrespective of whether any Lender has advised, is currently advising
or will advise the Borrower, its stockholders or its affiliates on other matters) or any other
obligation to the Borrower except the obligations expressly set forth in the Loan Documents and
(y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its
management, stockholders, affiliates, creditors or any other Person.  The Borrower acknowledges
and agrees that it has consulted its own legal and financial advisors to the extent it deemed
appropriate and that it is responsible for making its own independent judgment with respect to
such transactions and the process leading thereto.  The Borrower agrees that it will not claim that
any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar
duty to the Borrower, in connection with such transaction or the process leading thereto.
Section 10.17.Intercreditor Agreements.  Notwithstanding anything to the contrary
contained in this Agreement, if at any time the Administrative Agent shall enter into any
intercreditor agreement pursuant to and as permitted by the terms of this Agreement (any such
intercreditor agreement, an “Intercreditor Agreement”) and such Intercreditor Agreement shall
remain outstanding, the rights granted to the Secured Parties hereunder and under the other Loan
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Documents, the lien and security interest granted to the Administrative Agent pursuant to this
Agreement or any other Loan Document and the exercise of any right or remedy by the
Administrative Agent hereunder or under any other Loan Document shall be subject to the terms
and conditions of such Intercreditor Agreement.  In the event of any conflict between the terms
of this Agreement, any other Loan Document and such Intercreditor Agreement, the terms of
such Intercreditor Agreement shall govern and control with respect to any right or remedy, and
no right, power or remedy granted to the Administrative Agent hereunder or under any other
Loan Document shall be exercised by the Administrative Agent, and no direction shall be given
by the Administrative Agent, in contravention of such Intercreditor Agreement.
Section 10.18.Registrations with International Registry.  Each of the parties hereto (i)
consents to the registrations with the International Registry of the International Interests
constituted by the Aircraft and Spare Engine Mortgage, and (ii) covenants and agrees that it will
take all such action reasonably requested by the Borrower or Administrative Agent in order to
make any registrations with the International Registry, including without limitation establishing a
valid and existing account with the International Registry and appointing an Administrator and/
or a Professional User reasonably acceptable to the Administrative Agent to make registrations
with respect to the Mortgaged Collateral and providing consents to any registration as may be
contemplated by the Loan Documents.
Section 10.19.Acknowledgment and Consent to Bail-In of EEA Financial Institutions.  .
Notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any Affected Financial Institution arising under any Loan Document, to the extent
such liability is unsecured, may be subject to the write-down and conversion powers of the
applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be
bound by:
(a)the application of any Write-Down and Conversion Powers by the applicable
Resolution Authority to any such liabilities arising hereunder which may be payable to it by any
party hereto that is an Affected Financial Institution; and
(b)the effects of any Bail-In Action on any such liability, including, if applicable:
(i)a reduction in full or in part or cancellation of any such liability;
(ii)a conversion of all, or a portion of, such liability into shares or other instruments
of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution
that may be issued to it or otherwise conferred on it, and that such shares or other instruments of
ownership will be accepted by it in lieu of any rights with respect to any such liability under this
Agreement or any other Loan Document; or
(iii)the variation of the terms of such liability in connection with the exercise of the
write-down and conversion powers of the applicable Resolution Authority.
1008536250v10
Section 10.20.Acknowledgment Regarding Any Supported QFCs.  To the extent that the
Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or
any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each
such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the
resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit
Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act
(together with the regulations promulgated thereunder, the “U.S. Special Resolutions Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable
notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be
governed by the laws of the State of New York and/or of the United States or any other state of
the United States):
In the event a Covered Entity that is a party to a Supported QFC (each, a
“Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the
transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC or such QFC Credit Support, and any rights in
property securing such Supported QFC and such QFC Credit Support) from such Covered Party
will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the
United States.  In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan
Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that
may be exercised against such Covered Party are permitted to be exercised to no greater extent
than such Default Rights could be exercised under the U.S. Special Resolution Regime if the
Supported QFC and the Loan Documents were governed by the laws of the United States or a
state of the United States.
Exhibit 10.16
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.


AMENDED AND RESTATED
PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
BY AND BETWEEN
INTERNATIONAL AERO ENGINES, LLC
AND
JETBLUE AIRWAYS CORPORATION
DATED AS OF MARCH 30, 2018

This document contains proprietary information of International Aero Engines, LLC (“IAE LLC”) and JetBlue Airways Corporation (“JetBlue”). Each of JetBlue and IAE LLC offers the information contained in this document on the condition that you not disclose or reproduce the information to or for the benefit of any third party without IAE LLC’s or JetBlue’s written consent. Neither receipt nor possession of this document, from any source, constitutes IAE LLC’s and JetBlue’s permission. Possessing, using, copying or disclosing this document to or for the benefit of any third party without IAE LLC’s and JetBlue’s written consent may result in criminal and/or civil liability.
This document does not contain any export regulated technical data.











IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
1.DEFINITIONS    4
2.PURCHASE AND SALE OBLIGATIONS    5
3.AIRFRAME SELECTION FOR INITIAL FIRM AIRCRAFT    5
4.UNIT BASE PRICES/FINANCIAL ASSISTANCE    5
5.ESCALATION    9
6.[***]    10
7.[***]    10
8.FLEET MANAGEMENT PROGRAM    10
9.GUARANTEE PLANS AND TECHNICAL SUPPORT    10
10.[***]    11
11.[***]    11
12.NOTICES    11
13.SALE OF ENGINES OR PARTS    12
14.PRICING AND CONCESSION CONTEMPLATION    13
15.TERMS AND CONDITIONS    13
16.MISCELLANEOUS    25
17.ENTIRE AGREEMENT    26
18.PARTICIPATION OF PARTIES    26









IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
LIST OF APPENDICES
Appendix 1    Agreement Definitions

    
Appendix 2    Aircraft and Spare Engine Delivery Schedule

    
Appendix 3    Engine Specifications

    
Appendix 4    Engine Price Escalation Formula

    
Appendix 5    Product Support Plan

    
Appendix 6    Warranties and Services Policies

    
Appendix 7    [***]

    
Appendix 8    Guarantee Plan Definitions and Conditions

    
Appendix 9    [***]

    
Appendix 10    [***]

    
Appendix 11    [***]

    
Appendix 12    [***]

    
Appendix 13    [***]

    
Appendix 14    [***]

    
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
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Exhibit 10.16
Appendix 15    [***]

    
Appendix 16    [***]

    
Appendix 17    [***]

    
Appendix 18    Fleet Management Program

    
Appendix 1    Bill of Sale







This Amended and Restated PW1100G-JM Engine Purchase and Support Agreement, dated as of March 30, 2018 (this “Agreement”), is entered into by and between IAE and JetBlue.
WHEREAS:
On June 19, 2012, the Parties entered into the Original Agreement for the support of the Engines powering forty (40) Initial Firm Aircraft and the purchase of six (6) Initial Firm Spare Engines;
JetBlue has now entered into a binding agreement with Airbus for the purchase of forty-five (45) Incremental Aircraft. Accordingly, JetBlue desires to amend and restate the Original Agreement to include the Engines powering the Incremental Aircraft and the purchase of seven (7) Incremental Firm Spare Engines;
IAE desires to provide Engines, support and other assistance to power the eighty-five (85) Firm Aircraft, and to sell to JetBlue the thirteen (13) Firm Spare Engines;
JetBlue desires to have all off-wing Engine maintenance services for its fleet of Engines performed by IAE through the IAE Network under the FMP;
IAE has the capability and is willing to become JetBlue’s off-wing Engine maintenance provider for JetBlue’s fleet of Engines through such FMP; and
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
The Parties now wish to amend and restate the Original Agreement to express their complete understanding and agreement in connection with JetBlue’s selection of the Engines to power the Firm Aircraft, JetBlue’s purchase of the Firm Spare Engines and JetBlue’s selection of the FMP for the exclusive provision of all off-wing Engine maintenance services.
NOW THEREFORE:
In consideration of the above recitals and the conditions, mutual covenants, and agreements contained in this Agreement and under the FMP, IAE and JetBlue mutually agree as follows:
1.DEFINITIONS
Capitalized terms not otherwise defined in this Agreement have the respective meanings in Appendix 1.
2.        PURCHASE AND SALE OBLIGATIONS
Upon mutual execution of this Agreement, the Parties agree as follows:
2.1     JetBlue has placed or will place a firm purchase order with Airbus for the Firm Aircraft and will take delivery of such Firm Aircraft in accordance with the Delivery Schedule (except as otherwise provided in this Agreement);
2.2    IAE will sell, under separate agreements with Airbus, new Engines for installation on the Firm Aircraft;
2.3     JetBlue will purchase and take delivery of, and IAE will sell and deliver to JetBlue, the Firm Spare Engines in accordance with the Delivery Schedule and the other terms and conditions of this Agreement; and
2.4    This executed Agreement constitutes a valid, binding, and legally enforceable contract by and between IAE and JetBlue for the support of the Engines installed on the Firm Aircraft, the purchase and sale of the Firm Spare Engines, and for the maintenance services as per the FMP, as set out in Appendix 18.
3.         AIRFRAME SELECTION FOR INITIAL FIRM AIRCRAFT
3.1    This Agreement assumes a fleet of forty (40) PW1127G-JM engine-powered A320neo Initial Firm Aircraft or forty (40) PW1133G-JM engine-powered A321neo Initial Firm Aircraft; [***], in accordance with the following Section 3.2. If there is [***] as set forth in Article 7, then [***].
3.2    JetBlue shall provide IAE with written notification of [***] for the Initial Firm Aircraft delivery positions set forth in the Delivery Schedule. JetBlue may [***].
For the avoidance of doubt, the entire fleet of forty-five (45) Incremental Aircraft will consist of PW1133G-JM engine-powered A321neo aircraft.
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
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Exhibit 10.16
4.        UNIT BASE PRICES/FINANCIAL ASSISTANCE
4.1        Engine Shipsets
4.1.1    The following table states the Unit Base Price per Engine Shipset for installation on the corresponding A320neo and A321neo aircraft model, along with the financial assistance per Firm Aircraft (“Introductory Assistance Credit”) that IAE shall provide to support JetBlue’s acquisition of each Firm Aircraft.





AIRCRAFT MODEL
ENGINE MODEL
Unit Base Price per Engine Shipset
([***] US) *, ^
Introductory Assistance Credit Per Firm Aircraft
([***] US) ^
A320neo
PW1127G-JM
US$[***]
US$[***]
A321neo
PW1133G-JM
US$[***]
US$[***]
* The Unit Base Price per Engine Shipset [***].
^ Subject to escalation in accordance with Article 5.

4.2        Firm Spare Engines

    
4.2.1    The following table sets forth the unit base price per Firm Spare Engine and the financial assistance (“Spare Engine Credit”) that IAE shall provide to support JetBlue’s acquisition of each Firm Spare Engine.






Firm Spare Engine Pricing
Engine Model
Unit Base Price
Per Firm Spare Engine*, ^
([***] USD)
Spare Engine Credit per Firm Spare Engine^
([***] USD)
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
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Exhibit 10.16
PW1127G-JM
US$[***]
US$[***]
PW1133G-JM
US$[***]
US$[***]
^ Subject to escalation in accordance with Article 5.
* The Unit Base Price for each Firm Spare Engine [***].
    
4.2.2    The Unit Base Price per Firm Spare Engine is for a spare Engine [***], as described in the Engine Specification for the applicable spare engine model.
    
4.2.3        Delivery and Shipping Stand
Each Firm Spare Engine requires a suitable Shipping Stand for delivery. For each Firm Spare Engine purchased, IAE shall provide:[***]. IAE shall make the Shipping Stand and engine cover available at IAE’s designated facility [***]. IAE shall deliver each Firm Spare Engine, Shipping Stand, engine cover and any other associated or applicable Additional Equipment Ex Works IAE’s designated facility in accordance with Section 15.1.

4.2.4        JetBlue shall place a purchase order for each Firm Spare Engine [***]. IAE will invoice JetBlue and JetBlue will pay to IAE the applicable Invoice Price (net of the applicable Spare Engine Credit) for each Firm Spare Engine and any associated or Additional Equipment purchased under this Agreement in accordance with IAE’s Spare Engine Payment Schedule attached as Appendix 7.


4.2.5        [***] The unit base price of the additional spare Engine is the Unit Base Price provided in Section 4.2.1. [***] This additional spare Engine, if purchased, will be delivered to JetBlue in accordance with Section 4.2.3. Issuance of purchase orders and payment terms are in accordance with Section 4.2.4. [***]

4.3            Spare Parts Provisioning and Tooling Credit
IAE shall provide JetBlue with a fixed credit of [***] United States Dollars (US$[***]) to be applied toward JetBlue’s purchase of goods and services from IAE (“Spare Parts Provisioning and Tooling Credit”). IAE will issue and make available to JetBlue [***] United States Dollars (US$[***]) of the Spare Parts Provisioning and Tooling Credit [***]. IAE will issue to JetBlue the remainder [***] United States Dollars (US$[***]) of the Spare Parts Provisioning and Tooling Credit [***].  Notwithstanding Section 15.8 of this Agreement, IAE will grant [***]
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
4.4        [***]
4.5        Credit Issuance and Application

    
4.5.1        Introductory Assistance Credits: IAE shall issue an Introductory Assistance Credit [***] to JetBlue’s account with IAE upon delivery of each Firm Aircraft to JetBlue to (i) apply to subsequent purchases of goods and services from IAE [***].

    
4.5.2        Unless otherwise stated herein, IAE shall issue the applicable credits described in this Article 4 to JetBlue within [***] business days after: (a)
delivery to, and acceptance by, JetBlue of the applicable Firm Aircraft, and (b) IAE’s receipt of JetBlue’s written notice that confirms delivery and acceptance and indicates the serial number of each Engine delivered installed on a Firm Aircraft. Credits issued by IAE to JetBlue’s account with IAE will be applied toward goods and services purchased from IAE.
4.5.3        In lieu of a credit to JetBlue’s account, JetBlue may, at the time of title transfer of the applicable Firm Aircraft to JetBlue, assign the Introductory Assistance Credit to Airbus to apply to JetBlue’s purchase of the applicable Firm Aircraft, provided that:

a.JetBlue’s account with IAE is then current with respect to all undisputed amounts; and
b.JetBlue supplies IAE with written notice at least [***] days prior to the scheduled delivery date of the applicable Firm Aircraft, in accordance with this Agreement, specifying JetBlue’s desire to have this credit assigned.

[***]    
4.5.4        Spare Engine Credits. IAE shall apply the applicable Spare Engine Credit to the final invoice of each Firm Spare Engine purchased.
4.6        Notwithstanding any other provision of this Agreement to the contrary, IAE reserves the right to apply any and all credits issuable to JetBlue to any undisputed outstanding and overdue invoices issued by IAE to JetBlue based on this Agreement.

    
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
4.7    JetBlue will ensure compliance with any and all requirements (including but not limited to reporting and approval requirements) of any applicable currency control or other law, rule, or regulation relating to any credits issued under this Agreement.    
5.        ESCALATION    
5.1    Escalation

5.1.1    Unit Base Prices per Engine Shipset and Introductory Assistance Credits
a.The Unit Base Prices per Engine Shipset and the Introductory Assistance Credits are expressed in [***] United States Dollars and shall escalate [***] in accordance with the Engine Escalation Formula, [***], except that the Introductory Assistance Credits shall escalate in accordance with the Engine Escalation Formula [***] (subject to Section 5.1.2b). IAE shall deliver each Engine Shipset to Airbus in accordance with the time specified in Airbus’ purchase order which, unless otherwise mutually agreed between IAE and JetBlue, shall not be earlier than [***].
[***]
5.1.2    [***]

5.1.3    Spare Parts Provisioning and Tooling Credit
The Spare Parts Provisioning and Tooling Credit is a firm, fixed amount, not subject to escalation.    
5.1.4    Unit Base Prices per Firm Spare Engine and Spare Engine Credits
The Unit Base Prices per Firm Spare Engine, and the Spare Engine Credits are expressed in [***] United States Dollars and shall escalate to the applicable date of Firm Spare Engine delivery to JetBlue in accordance with the Engine Escalation Formula and this Article 5 [***].
5.1.5    [***]
    
6.        [***]

7.        [***]

    
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
8.        FLEET MANAGEMENT PROGRAM
    
JetBlue agrees that it will adhere to the FMP attached as Appendix 18 to this Agreement based on the terms and conditions contained therein.
9.        GUARANTEE PLANS AND TECHNICAL SUPPORT
9.1        Guarantee Plans
IAE will provide JetBlue with the Guarantee Plans described in [***]. The Guarantee Plans are subject to the terms and conditions set forth in the Guarantee Plan Definitions and Conditions attached as Appendix 8. Eligibility under the Guarantee Plans is conditioned upon all PW1100G-JM Engines installed on the Firm Aircraft and the Firm Spare Engines receiving off-wing maintenance in accordance with the terms and conditions of the FMP.
9.2    [***]    
9.3    PurePower PW1100G-JM Engine Product Support Plan
IAE will provide JetBlue the benefits of the Product Support Plan for First-Generation Owners/Operators Acquiring New IAE PurePower PW1100G-JM Engines, attached as Appendix 5.
9.4    Warranties and Service Policies for the PW1100G-JM Engine
IAE will provide JetBlue the benefits of the Warranties and Service Policies for the PW1100G-JM Engine attached as Appendix 6.
10.        [***]    
11.        [***]

12.        NOTICES
All demands, notices, and other communications under this Agreement must be in writing and will be deemed to be duly given when personally delivered or when received by United States mail, confirmation of receipt requested, first-class postage prepaid, or by internationally recognized courier service or sent by facsimile with confirmation, addressed as follows:
To IAE:
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16



International Aero Engines, LLC
400 Main Street, Mail Stop 121-10
East Hartford, CT 06118

Attention: Legal Counsel
Contracts Management (Commercial)

E-Fax: (860) 353-2747
E-mail: gppwlegalcmonotices@pw.utc.com
International Aero Engines, LLC
400 Main Street, Mail Stop 132-16
East Hartford, CT 06118

Attention: Senior Director, Fleet Programs


Telephone: (860) 565-2348
E-Fax: (860) 353-1582

To JetBlue:
JetBlue Airways Corporation
27-01 Queens Plaza North
Long Island City, New York 11101

Telephone:  (718) 286-7900
Facsimile:  (718) 709-3631
Email:         BlueFleetStrategy@jetblue.com
Attention:    CFO with a copy to General Counsel

or at such other address as may hereafter be furnished in writing by either Party to the other.
13.        SALE OF ENGINES OR PARTS
In the event JetBlue decides to transfer, sell, or otherwise dispose of any of the PW1100G-JM Engines and/or Parts described in the Agreement in an arm’s length transaction to a Non Affiliated Third Party, JetBlue will give IAE the right to bid on any such Engine(s) and/or Parts prior to final sale to such third party, and JetBlue will sell any such Engine(s) and/or Parts to IAE if IAE’s offer equals or is better than such third party’s final offer.  This provision will not apply if JetBlue undertakes a sale-leaseback of Engines or sells or undertakes a sale-leaseback, or otherwise disposes of, a Firm Aircraft (with Engines installed) to a Non-Affiliated Third Party.
14.        PRICING AND CONCESSION CONTEMPLATION
The Parties acknowledge that the pricing, rates, credits and concessions (e.g. the benefits and other tangible and intangible consideration) set forth in this Agreement are based on the Parties’ agreement that IAE will perform all off-wing Engine maintenance services for JetBlue’s fleet of Engines in accordance with the FMP and, unless otherwise provided in the FMP, exclusively through the IAE Network. Failure of the Parties to perform their respective obligations as set forth
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
in the FMP will have a negative impact on the economic terms contemplated in this Agreement. Therefore, until such time as all the Firm Aircraft and Firm Spare Engines have been delivered to JetBlue in accordance with the terms of this Agreement, JetBlue’s failure to pay any Undisputed Invoices and/or otherwise perform its material obligations set forth in the FMP (except as otherwise allowed therein) shall be reason for IAE to withhold any credits and/or concessions payable and/or made available to JetBlue pursuant to this Agreement until such time as JetBlue is current on all payments and/or has cured any lapse in its performance obligation(s) under the FMP. IAE shall not withhold any credits and/or concessions under this Agreement until it has first provided JetBlue with at least ten (10) days written notice of JetBlue’s failure to pay or otherwise fail to perform its material obligations under the FMP and provided JetBlue an opportunity to cure such failure(s). IAE agrees to reinstate and issue any such withheld credits and/or concessions once JetBlue becomes current on all outstanding FMP payments and/or otherwise restores the performance of its obligations under the FMP.
15.        TERMS AND CONDITIONS

15.1    Title, Delivery, Risk of Loss and Shipping of the Firm Spare Engines
Title to the Firm Spare Engines sold hereunder by IAE will pass to JetBlue upon [***]
15.1.1    IAE will make reasonable efforts to execute and deliver to JetBlue, or JetBlue’s designee, the Bill of Sale (substantially in the form set out in Appendix 1) [***].

15.1.2    Following the delivery of the Bill of Sale, IAE will cooperate with JetBlue and its designees to register the sale of the Spare Engines to JetBlue on the International Registry as contract of sale.

    
15.1.3    [***]

15.2    JetBlue’s Inspection of Goods
JetBlue will inspect all goods or Equipment within [***] days of receipt from IAE and will notify IAE within [***] thereafter of any visible defects in the material
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
and manufacture of the goods. JetBlue will not bring any claim relating to any visible defects that were or should have been discovered during such inspection and about which JetBlue did not notify IAE within the prescribed time. Nothing in this Section 15.2 shall limit (i) JetBlue’s ability to make a warranty claim pursuant to Section 15.3, or (ii) either Party’s indemnity obligations to the other Party set forth in this Agreement.
15.3    Warranties, Remedies and Limitations

15.3.1    Notwithstanding the warranties set forth in the Engine Warranty and Service Policy, IAE warrants to JetBlue that the goods or Equipment sold hereunder will be free from defect in material and manufacture when furnished by IAE. Unless set forth in the Engine Warranty and Service Policy attached to this Agreement, this warranty terminates [***] (the “Warranty Period”).

15.3.2    If IAE breaches the warranties set forth in Section 15.3.1, IAE will provide to JetBlue the remedy set forth in Section 15.3.3, provided that JetBlue has given written notice of any such breach to IAE [***]. The shop visit required to implement the remedy constitutes an Eligible Shop Visit under Section 5.3 of the FMP.

15.3.3    IAE’s liability and JetBlue’s remedy under the warranties set forth in Section 15.3.1[***]    
15.3.4    IAE warrants to JetBlue that IAE will convey good title, free and clear of any encumbrances or rights of third parties to the goods or Equipment sold hereunder. IAE’s liability and JetBlue’s sole remedy under the warranty set forth in this Section 15.3.4 are limited to[***]

15.3.5    In the event any suit, claim or action is brought against JetBlue (or person expressly indemnified by JetBlue) alleging that, without further combination, JetBlue’s use or resale of goods, including Engines, directly infringes any patents, IAE will, [***] conduct the entire defense including any and all necessary court action, settlements and appeals.[***] If the use or resale of such goods is finally enjoined, IAE will, at its option: (a) procure for JetBlue the right to use or resell such goods; (b) replace such goods with equivalent non-infringing parts; (c) modify such goods so they become non-infringing but equivalent;
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
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Exhibit 10.16
or (d) remove such goods and refund the purchase price (less a reasonable allowance for use, damage or obsolescence).
The preceding provision is applicable only if the following conditions are met: (a) the goods, part(s), services, or process involved in the suit, claim or action must have been provided under this Agreement; (b) the alleged infringement (if of a patent) must be a direct infringement of any patents of the nation (i) in which JetBlue’s principal place of business is located, or (ii) which is a signatory or has otherwise acceded to the Convention on International Civil Aviation signed by the United States at Chicago, on December 7, 1944, as amended and in effect as of the date of this Agreement (the “Chicago Convention”); (c) JetBlue must provide IAE with timely notice of such suit, claim or action and the full opportunity to assume the entire defense thereof; and (d) JetBlue must provide IAE with all information available to JetBlue and other defendants pertaining to the alleged infringement.
For the avoidance of doubt, this provision will not apply to any suit, claim, or action arising out of (a) any JetBlue-furnished specification or design or the performance of a process not recommended or approved in writing by IAE; or (b) the use or sale of goods delivered hereunder in combination with other goods not delivered to JetBlue by IAE.  If a suit, claim or action is made against JetBlue, as contemplated in this Section 15.3.5, and IAE is defending such suit, claim or action, and it is judicially determined that a JetBlue-furnished specification or design infringes any patent on which such suit, claim or action is based, JetBlue will reimburse IAE for actual, reasonable and substantiated costs incurred by IAE to defend such suit, claim or action.
15.3.6    [***]

15.3.7    IAE makes no warranty for goods or Equipment, whether supplied by IAE or not, that were not originally manufactured by or on behalf of IAE, though IAE will, to the extent it has a right to do so, make available to JetBlue the benefit of any warranty provided by such original manufacturer.
15.4    [***]

15.5    Indemnification
IAE will indemnify and hold harmless JetBlue, its directors, officers, employees, agents and subcontractors (“JetBlue Indemnitees”) from and against all claims, liabilities, suits, actions, demands, costs and expenses (including reasonable
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
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Exhibit 10.16
attorneys’ fees), of third parties arising out of or related to property damage or loss, personal injury or death caused by the negligence, willful misconduct, misrepresentation, fraud, breach of contract, or the failure to comply with any applicable laws or regulations of IAE, its directors, officers, employees, agents or subcontractors (“Liabilities”), except to the extent that such Liabilities arise out of the negligence, willful misconduct, misrepresentation, fraud, breach of contract, or the failure to comply with any applicable laws or regulations of JetBlue. With respect to claims by any representative of IAE, IAE’s obligations hereunder shall not be limited in any way by IAE’s immunity under worker’s compensation acts, disability benefits acts, or other employee benefit laws or regulations and any limitation on the amount or type of damages, compensation, or benefits payable to such representative with respect to any such claim.
JetBlue will indemnify and hold harmless IAE, its directors, officers, employees, agents and subcontractors (“IAE Indemnities”) from and against all claims, liabilities, suits, actions, demands, costs and expenses (including reasonable attorneys’ fees) of third parties arising out of or related to damages, loss, injury or death caused by the negligence, willful misconduct, misrepresentation, fraud, breach of contract, or the failure to comply with any applicable laws or regulations of JetBlue, its directors, officers or employees (“Liabilities”), except to the extent that such Liabilities arise out of the negligence, willful misconduct, misrepresentation, fraud, breach of contract, or the failure to comply with any applicable laws or regulations of IAE. With respect to claims by any representative of JetBlue, JetBlue’s obligations hereunder shall not be limited in any way by JetBlue’s immunity under worker’s compensation acts, disability benefits acts, or other employee benefit laws or regulations and any limitation on the amount or type of damages, compensation, or benefits payable to such representative with respect to any such claim.
Each Party’s indemnification obligations set forth above are contingent upon compliance with the following conditions by the other Party: (a) providing prompt written notice of a claim, provided that a failure or delay or alleged delay in providing such notice does not adversely affect the indemnitee's right to indemnification hereunder, unless and then only to the extent that such failure or delay or alleged delay has resulted in actual prejudice to the indemnitor; (b) providing all information and evidence within its control and necessary for the other Party to conduct a defense; and (c) providing the other Party with sole control of the defense and all related settlement negotiations (provided that (i) to the extent that other claims related to or unrelated to this Agreement are part of the same proceeding involving such claim, that the other claims are severed from such claim, and if not so severed, the other Party may assume joint control thereof
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Exhibit 10.16
with such indemnifying Party; and (ii) that no such claim shall be compromised on a basis that admits any criminal violation, gross negligence or willful misconduct on the part of the other Party without such Party’s express written consent.
15.6    Changes
No modification of this Agreement will be binding unless agreed to in writing and signed by both JetBlue and IAE.
15.7    Taxes and Other Charges
[***]
15.8    Financial Provisions

15.8.1    If IAE determines (in good faith and based on reliable commercial data) since the date of execution of this Agreement, that there has been any material adverse change in the financial condition or business operation of JetBlue that will render JetBlue financially unable to perform its obligations pursuant to this Agreement, IAE will so notify JetBlue of its concern and request reasonable assurances of JetBlue’s ability to perform its obligations.  If such assurances are not satisfactory to IAE, acting reasonably, then IAE may, at its option and without prejudice to any of its other remedies at law or in equity, (i) suspend performance under this Agreement including performance of any Maintenance Services and/or (ii) specify alternative payment terms. As soon as JetBlue is objectively able to perform its obligations again, the Parties shall continue to perform according to this Agreement as if no such material adverse change had occurred.
15.8.2    Except as otherwise set forth in Section 4.3 of this Agreement, invoices, if not disputed, are due and payable net cash, [***] following IAE’s submission of an invoice to InvoiceWorks or JetBlue’s then current invoicing system (“Due Date”). If IAE does not receive payment of any amount owed by JetBlue by the Due Date, IAE shall provide written notice to JetBlue that JetBlue is in arrears and therefore IAE may charge interest on the overdue amount at the rate of [***] (but not more than the maximum rate of interest allowed by applicable law), from the day following the Due Date until the date on which IAE receives payment in full. JetBlue and IAE will work to ensure that the Parties can effectively process InvoiceWorks.    
15.8.3    If JetBlue reasonably disputes any portion of an invoice, JetBlue may withhold payment on such invoice and IAE will provide an invoice for the undisputed portion (“Undisputed Invoice”) of the original invoice and an invoice for the
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Exhibit 10.16
disputed portion (“Disputed Invoice”) of the original invoice. JetBlue will be required to pay the Undisputed Invoice by the due date of the original invoice or immediately upon receipt of the Undisputed Invoice, whichever is later, and interest on the Disputed Invoice only will be waived until the dispute is resolved.
15.8.4    JetBlue agrees that if it fails to pay when due any undisputed amount owed to IAE, JetBlue will also reimburse IAE for all reasonable costs that IAE incurs to collect such unpaid amount.

15.8.5    IAE may set off any overdue and undisputed amount that JetBlue owes IAE against any credits, deposits or other amount that IAE owes JetBlue. Any credits available to JetBlue under this Agreement shall expire [***] from the date such credit was earned and, if applicable, any and all remaining unclaimed credits are null and void at the conclusion of such [***] period whether or not this Agreement is still in full force and effect. For the purposes of this Agreement, a credit is earned on the date JetBlue is eligible to request the issuance of the credit and IAE becomes obligated to pay such credit. Unless otherwise specified in this Agreement, credits shall not be subject to escalation or interest.
15.9    Excusable Delays
Neither Party will hold the other Party responsible for any delay to perform or failure to perform an obligation under this Agreement to the extent such delay or failure is caused by circumstances beyond such other Party’s reasonable control including, without limitation, those caused by the first Party, the airframe manufacturer, suppliers (where such supplier(s) adversely impact the ability to procure materials in a timely manner and such other Party could not reasonably have prevented such occurrence through reasonable mitigating efforts to secure an alternate source supplier(s) without material economic hardship; excluding [***], unless their delay or failure is due to force majeure), force majeure or the public enemy, the hostile act of any person, compliance in good faith with any applicable foreign or domestic governmental regulation or order not in existence as of the date of this Agreement, whether or not it proves to be invalid, fires, riots, labor disputes, litigation, court order or other legal action or unusually severe weather (each of the foregoing, an “Excusable Delay”).
15.10    Export

15.10.1    The Parties agree to comply with any and all applicable export, import, sanctions and U.S. anti-boycott laws, regulations, orders and authorizations that apply to
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Exhibit 10.16
their respective activities and obligations set forth in this Agreement (collectively “Export Laws”), including but not limited to the International Traffic in Arms Regulations (22 CFR 120-130) (“ITAR”), the Export Administration Regulations (15 CFR 730 et seq.) (“EAR”) and any regulations and orders administered by the Treasury Department's Office of Foreign Assets Control Regulations (31 CFR Chapter V). Nothing in this Agreement shall be construed as requiring a Party to perform an obligation that is noncompliant with any Export Laws. Furthermore, any Party that receives any technology, commodity, technical data, software, goods and services (including products derived from or based on such technical data) information or any other item subject to any applicable
Export Laws shall adhere to and comply with those laws, regulations, orders and authorizations.
    
15.10.2    The Parties shall use best efforts to apply for, obtain, comply with and maintain all export, re-export, and transfer authorizations, including approvals, consents, licenses, agreements, registrations and other authorizations (collectively “Export Licenses”) that are required or may be required to perform the activities and obligations set forth in this Agreement. No ITAR regulated items, technical data, or defense services will be provided without obtaining the proper authorization or Export Licenses.
15.10.3    Prior to the transfer of any U.S. origin technical data, item or document, controlled by the EAR or ITAR, the transferring Party shall provide to the receiving Party the Export Control Classification Number (ECCN) or the ITAR category of such technical data and shall clearly indicate such on the technical data, item or document.
15.10.4    The Parties to this Agreement shall not knowingly or unknowingly divert or cause to be diverted, any commodities, technical data, software, goods and services (including products derived from or based on such technical data) subject to the Export Laws to any (i) person, (ii) entity, (iii) country or (iv) any entity located or incorporated in a country, that is on any denied party list or list of sanctioned countries, pursuant to either the Export Laws or any other applicable governing regulations.    
15.10.5    If ITAR or EAR controlled technical data or items are transferred to a U.S. entity, then that entity must only allow access to that technical data or items by the following personnel: (i) U.S. citizens, or (ii) U.S. permanent resident alien, or (iii) who have U.S. protected individual status as defined by 8 USC 1324b(a)(3), or (iv) who are working under a valid U.S. export authorization. Upon request of
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Exhibit 10.16
the transferring Party, the receiving Party shall provide appropriate documentation evidencing the aforementioned requirements.
    
15.10.6    The Parties shall not export, re-export, transfer, disclose or otherwise provide physical or electronic access to technical data controlled under the
Export Laws to any person (including unauthorized third-party information technology (“IT”) service providers) not authorized to receive said technical data under existing Export Laws and/or Export Licenses. 
15.10.7    Neither Party shall modify or divert the other Party’s technical data controlled by the Export Laws to any military application, unless (i) such Party receives advance, written authorization from the other Party and (ii) such modification or diversion is done in compliance with all applicable Export Laws. Neither Party shall modify or divert the other Party’s technical data controlled by the Export Laws to any military application or other end-use prohibited by applicable Export Laws.
15.10.8    Customer represents that it is aware that all sales and distribution of IAE’s Products, which include all tangible items and related software, technology or services (together “Products and Services”), may constitute an export, re-export, or retransfer of such Products and Services. Customer certifies that such sales and distribution will be conducted in accordance with applicable Export Laws, which may require prior approval and/or prohibit transactions with sanctioned countries/regions or designated parties/entities/individuals. Customer shall not sell, transfer, export, or re-export the Products and Services, or provide any warranty, repair, replacement, or guarantee services for end-use in Cuba, Iran, North Korea, Sudan and/or Syria.
15.10.9    Each Party agrees to indemnify and hold the other Party harmless against any claims, suits, obligations, liabilities, damages, losses and judgments, injury, or expense (including attorneys’ fees and expenses) of the United States government arising from any breach of the indemnifying Party’s obligations under this Section 15.10, except to the extent of the other Party’s negligence or willful misconduct.    
15.11    Press Release
Either Party or its designated affiliate may issue a press release announcing that JetBlue has selected IAE or its designated affiliate to supply the goods and Equipment described in this Agreement provided that such press release and its date is mutually agreed to by the Parties.
15.12        Confidentiality
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Each Party agrees that the terms of this Agreement and any information exchanged thereunder (including invoices issued under this Agreement) are confidential unless otherwise agreed in writing (“Confidential Information”). Each Party agrees to limit disclosures of such Confidential Information only to persons who have a need to know within their own organizations, outside auditors, outside advisors, government agencies and third parties that are suppliers of IAE or participate with IAE in the manufacture, sale and support of IAE engines and propulsion systems. Should either Party be subject to a legal action or proceeding or a requirement under applicable government or stock exchange regulations to disclose such Confidential Information (“Obligated Party”), the Obligated Party shall notify the other Party, and upon the request of the other Party, cooperate with the other Party in contesting such disclosure or, if the Obligated Party is mandated by law to disclose such Confidential Information, the Obligated Party will immediately inform the other Party about such mandatory disclosure and limit the disclosure to the extent legally permissible.
Notwithstanding anything to the contrary herein, “Confidential Information” shall not include any item of information which the Obligated Party can demonstrate with written evidence: (a) is or becomes available to the public through no breach of this Agreement; (b) was previously known by the Obligated Party without any obligation to hold it in confidence; (c) is received from a third party free to disclose such information without restriction; or (d) is independently developed by the Obligated Party without the use of Confidential Information.
15.13    Assignment
Neither Party may assign its rights or delegate its obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, except that:
a.IAE may assign its rights and/or delegate its obligations under this Agreement to any subsidiary or affiliate of United Technologies Corporation;
b.IAE may assign its rights and/or delegate its obligations under this Agreement in connection with the merger, consolidation, reorganization or voluntary sale or transfer of its assets, except that IAE may not make such an assignment if the successor entity (or an affiliate thereof) is in the business of providing scheduled passenger air transportation; and
c.JetBlue may assign its rights and/or delegate its obligations under this Agreement in connection with the merger, consolidation, reorganization or voluntary sale or transfer of its assets, except that
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JetBlue may not make such assignment if the successor entity (or an affiliate thereof) is a competitor to IAE or IAE is legally prohibited from doing business with such entity.
Any assignment or delegation made in contravention of this Section 15.13 will be invalid.
Any assignment of this Agreement, whether by consent of the other Party or pursuant to the foregoing exceptions, shall be subject to: (a) the completion of assignment and assumption documentation in form and substance reasonably satisfactory to the non-assigning Party; and (b) any such assignment shall not increase either Party’s obligations nor decrease either Party’s rights as set forth in this Agreement.

15.14    Insurance
IAE and/or United Technologies Corporation shall,[***] carry and maintain, or cause to be carried and maintained, with insurers of recognized responsibility, the following coverages for the entire term of this Agreement:
[***]
Not less than [***] days prior to the scheduled delivery of the first Firm Aircraft per the Delivery Schedule, as applicable, and not less than [***] days prior to the expiration or other termination of any such insurance, IAE shall furnish to JetBlue certificates evidencing that IAE and/or United Technologies Corporation has the insurance required hereby. All insurance required to be carried by IAE and/or United Technologies Corporation hereunder shall be effected under valid and enforceable policies issued by reputable and independent insurers permitted to do business in the applicable jurisdictions.
15.15    Dispute Resolution and Governing Law    
15.15.1    Escalation of Disputes
If any dispute between the Parties arises out of this Agreement, the Parties shall endeavor to resolve the matter on an amicable basis. If one Party serves formal written notice on the other that a material dispute has arisen with regard to this Agreement and the Parties are unable to resolve such dispute within a period of thirty (30) days (or such other agreed upon timeframe within this Agreement that affords the offending Party the opportunity to cure) after receipt of such notice, the matter shall be referred to a committee consisting of the Vice President Technical Operations of JetBlue and the Vice President Marketing & Sales, The
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Exhibit 10.16
Americas of IAE. If no unanimous recommendation is made by the committee within sixty (60) days, or such other mutually agreed upon timeframe, the matter will be referred to each of the appropriate chief executive officers of JetBlue and IAE for resolution within ninety (90) days, or such other mutually agreed upon timeframe. No recourse for legal action by one Party against the other Party pursuant to this Agreement shall take place until such procedure has been completed.
15.15.2    Governing Law and Jurisdiction
This Agreement will be governed by and construed and enforced in accordance with the substantive laws of the State of New York, United States of America, other than its conflict of laws rules, except that Sections 5-1401 and 5-1402 of the New York General Obligations law will apply and except that the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980, as amended to date, will not apply. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of and venue in a Federal District Court located in New York, New York, U.S.A. for any suit, action or proceeding arising under this Agreement. Each Party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding relating to this Agreement in Federal District Courts located in New York, New York, U.S.A. and further irrevocably waives any claim that a Federal District Court located in New York, New York, U.S.A. is not a convenient forum for any such suit, action or proceeding. If either Party or any of its respective property is entitled to any immunity from legal action on the grounds of sovereignty or otherwise, such Party hereby waives and agrees not to plead such immunity in any legal action arising out of this Agreement.
15.16    Survival
Notwithstanding anything in this Agreement to the contrary, the following provisions shall survive the expiration or early termination of this Agreement Article 13 (Sale of Engines or Parts), Section 15.3 (Warranties, Remedies, and Limitations); [***]; Section 15.5 (Indemnification); Section 15.7 (Taxes and Other Charges); Section 15.8 (Financial Provisions); Section 15.10 (Export); Section 15.12 (Confidentiality); Section 15.15 (Dispute Resolution and Governing Law); Appendix 18, Section 3.7 (Invoicing); Appendix 18, Section 3.8 (Payment); and this Section 15.16 (Survivability). The Product Support Plan shall survive termination according to its own terms. The termination or expiration of this Agreement shall not relieve either Party hereto of any obligation or liability accruing prior to the effective date of such termination or expiration. All other
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Exhibit 10.16
rights and obligations of the Parties, unless expressly provided otherwise, will cease upon termination or expiration of this Agreement.
15.17    Definitions and Miscellaneous Provisions
Except for JetBlue’s designation of delivery location for the Firm Spare Engines, terms and conditions on JetBlue’s purchase orders will have no effect.
16.        MISCELLANEOUS    
16.1    All appendices and attachments attached hereto and referred to in this Agreement form an integral part of this Agreement and are hereby incorporated and made a part of this Agreement for all purposes.
16.2    Interpretation of this Agreement shall be governed by the following rules of construction: (a) Captions and headings used in this Agreement are for convenience of reference only and will not be interpreted as in any way limiting or extending the meaning of the provisions to which such captions may refer; (b) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; and (c) the word “including” and words of similar import shall mean “including, without limitation.”    
16.3    If any provision of this Agreement is for any reason held invalid, such invalidity will not affect the validity of the remainder of the terms of this Agreement. Such invalid provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law.    
16.4    No Party will be deemed to have waived any of its rights under this Agreement except by a written waiver signed by such Party’s authorized representative.
16.5    Failure to complain of any action or inaction by the other Party or to declare the other Party in default under this Agreement, regardless of the duration of such failure, will not constitute a waiver of any of the rights of the non-defaulting party.
16.6    The relationship between the Parties created by this Agreement is that of independent contractors and not agents, employees, partners, joint venturers, or any other cooperative business arrangement and neither Party shall have the power or authority to obligate or bind the other Party in any manner whatsoever.



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16.7    IAE shall be permitted to engage subcontractors to perform its obligations under this Agreement (upon obtaining the prior written consent of JetBlue); provided that IAE shall remain primarily liable for its obligations hereunder and shall be responsible for any subcontractor’s performance thereof.    
16.8    This Agreement may only be amended by a written instrument signed by IAE and JetBlue. Except as provided in Section 15.17, the Parties specifically agree that any language or provisions contained on either Party’s website, or contained in any purchase order, shall be of no force and effect and shall not in any way supersede, modify or amend this Agreement.
17.        ENTIRE AGREEMENT
This Agreement, including its appendices and attachments, contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes in their entirety all prior or contemporaneous oral or written communications, agreements or understandings between the Parties with respect to the subject matter hereof. In the event that there exists any conflict between any term, condition or provision contained within this Agreement and any term, condition or provision contained within any exhibit, schedule, Appendix or annex hereto, the term, condition or provision contained in this Agreement shall control, unless otherwise explicitly stated. This Agreement may be executed in one or more counterparts, each of which will be considered an original but all of which together constitute one and the same instrument.
18.        PARTICIPATION OF PARTIES
The Parties hereto acknowledge that this Agreement and all matters contemplated herein have been negotiated between the Parties and that the Parties have, from the commencement of negotiations to the execution hereof, participated in the drafting and preparation of this Agreement. No provision of this Agreement will be interpreted in favor of, or against, either of the Parties hereto by reason of the extent to which any such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof.
Facsimile or electronically transmitted signatures will be deemed to be of the same force and effect as an original executed document. If executed by facsimile or electronic transmission, the Parties agree to provide original signature pages upon request.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date entered above.
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Exhibit 10.16
JETBLUE AIRWAYS CORPORATION
  
By/s/ Steve Priest
  
NameSteve Priest
  
TitleChief Financial Officer

By
 
  
Name 
  
Title 








INTERNATIONAL AERO ENGINES, LLC
  
By/s/ Hendrik J. Deurloo
  
NameHendrik J. Deurloo
  
TitleSenior Vice President


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Exhibit 10.16
Appendix 1
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
DEFINITIONS
For all purposes of this Agreement, the following capitalized terms have the meanings set forth below:
1.        “Accepted Technical Data” is OEM data, JetBlue data recommendations, or information that has been provided by the OEM that is not “Approved Technical Data” (as defined herein). This includes but is not limited to all operator wires; special instructions; JetBlue generation ECs, information notices, technical service items, temporary revisions; illustrated parts catalogs; and CACTUS wires.    
2.        [***]
3.        “AD(s)” means an Aviation Authority-issued Engine airworthiness directive.
4.        “Additional Equipment” means any item identified as Additional Equipment in the Engine Specification applicable to a particular Engine model, and categorized as either EBU 1 or EBU 2.    
5.        “Airbus” means Airbus S.A.S.
6.        “AMM” means the published Airbus Aircraft Maintenance Manual.
7.        “AMP” means JetBlue’s Aircraft Maintenance Program, as revised from time to time.
8.        “AOG Event” or “Aircraft-on-Ground Event” is a situation in which a Firm Aircraft is unavailable for operational service solely because a FMP Engine installed on such Firm Aircraft is unserviceable and incapable of continued operation after JetBlue has performed reasonable on-wing Engine corrective action and no replacement Engine is available. An AOG Event will terminate upon correction of the condition that renders the FMP Engine unserviceable or at the time a replacement Engine becomes available for operational service, whichever first occurs.    
9.        “Approved Technical Data” is technical data that has been approved by the applicable Aviation Authority or by an applicable Aviation Authority DER or by IAE, and accepted by JetBlue, such acceptance not to be unreasonably withheld.

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Exhibit 10.16


    
10.    “Aviation Authority” means the FAA or any other authorities, government departments, committees, or agencies which (a) under the laws of the State of Registration of the relevant Firm Aircraft or of the country where the Firm Aircraft is manufactured and/or certified have control or supervision of civil aviation in that state; or (b) have jurisdiction over the registration, airworthiness or operation of, or other matters relating to a Firm Aircraft, as long as it is substantially similar to the FAA requirements.
11.        “BFE” means “Buyer Furnished Equipment” which is the aircraft manufacturer supplied or buyer furnished engine-mounted accessories (typically including such items as integrated drive generator, quick accessory disconnect adapter, hydraulic pumps, shut-off valve, and pressure regulating valve).

12.        “Build Group” means a portion of a FMP Engine that can be a nonserialized major assembly, as designated by the Air Transport Association.    
13.        [***]
14.        “CEMP” means the program for engine maintenance established by IAE and JetBlue in accordance with Section 5.5.1 of the FMP, as may be amended from time to time.
15.        “CMM” means component maintenance manual.

16.        “Commencement Date” means the date on which JetBlue accepts delivery of its first PW1100G-JM Engine-powered Firm Aircraft in accordance with the Delivery Schedule.

17.        [***]
18.        [***]
19.        [***]
20.        [***]
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Exhibit 10.16

21.        “Delivery Schedule” means the delivery schedule attached as Appendix 2, which may be amended from time to time in accordance with the terms of this Agreement.

22.        “DER” means Designated Engineering Representative.    
23.        “Due Date” has the meaning set forth in Section 15.8.2.



    
24.    “EBU 1” means the equipment identified as EBU 1 in the Additional Equipment section of each Engine Specification.

25.        “EBU 2” means the equipment identified as EBU 2 in the Additional Equipment section of each Engine Specification.

26.        “Economically Repairable” generally means that the cost of the repair, exclusive of modification and transportation costs, will be equal to or less than [***] of the IAE commercial price of such new part at the time the repair is considered.

27.        “EHM” has the meaning set forth in Section 5.5.5 of the FMP.    
28.        “EIS” means the entry into service of a Firm Aircraft.    
29.        “Eligible Engines” has the meaning set forth in Appendix 8.    
30.        “Eligible Shop Visit” means a shop visit covered by the FMP Rate, as more particularly described in Section 5.3 of the FMP.
31.        “Engine(s)” means the PW1127G-JM engines or PW1133G-JM engines, as applicable, each as described in the Standard Equipment section of the Engine Specification applicable to each engine model, sold by IAE for commercial aviation use, whether installed as new equipment on Firm Aircraft or delivered
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Exhibit 10.16
directly to JetBlue from IAE as Firm Spare Engine, or as otherwise made subject to this Agreement by mutual consent of the Parties.
32.        “Engine Build Up” or “EBU” refers to either the EBU 1 or EBU 2, as applicable, as each is described in the Additional Equipment section of the Engine Specification applicable to each Engine model.
33.        [***]

34.        “Engine Escalation Formula” means the PW1100G-JM Engine Price Escalation Formula for PW1100G-JM Engines attached to this Agreement as Appendix 4.    
35.        “Engine Shipset” means two (2) new Engines delivered by IAE to Airbus for installation on a Firm Aircraft.

36.        “Engine Specification” means the engine specification for each engine model, attached as Appendix 3, which is subject to revision prior to Engine delivery.

37.        “Engine Warranty and Service Policy” or “Service Policy” means the Warranties and Service Policies for the PW1100G-JM Engine attached as Appendix 6.

38.        “Equipment” means engines, modules, parts, components and EBU and similar engine mounted hardware as well as any nacelle or aircraft parts, including as to each of the aforementioned, any and all parts or details of such parts that comprise such Equipment.

39.        “[***]” has the meaning set forth in Section 5.1.1c.

40.        [***]
41.        “Exchange Parts” has the meaning set forth in Section 13.1.4 of the FMP.    
42.        “Excusable Delay(s)” has the meaning set forth in Section 15.9.
43.        “External Equipment” means any accessory, component, or part that is mounted, directly or indirectly, to the outside of any engine case, case flange, or to the main gearbox, including Engine accessory components, line replacement units, BFE,
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Exhibit 10.16
EBU parts and hardware, nacelle propulsion system components and any related mounting hardware, wiring harnesses, plumbing, brackets, and kit-and bin material associated with any such components, but excluding the components set forth in 0. External Equipment also includes accessories or components that are maintained per the manufacturer’s CMM and any related mounting hardware, wiring harnesses, plumbing, brackets, and kit and-bin material associated with any such accessories or components.
44.        “Extreme Environmental Conditions” means atmospheric conditions typical of a severe environment, including but not limited to, high concentrations of particulates such as, volcanic ash, or those found in sand storms.
45.        “Ex Works” has the meaning set forth in lncoterms 2010, as promulgated by the International Chamber of Commerce.

46.        “FAR” means the then current Federal Aviation Regulations as established by the FAA.

47.        [***]

48.        “FAA” means the Federal Aviation Administration of the United States of America or any successor agency thereto.

49.        “Firm Aircraft” means any of the Initial Firm Aircraft or the Incremental Aircraft.
50.        “Firm Spare Engine” means any of the Initial Firm Spare Engines or the Incremental Firm Spare Engines.

51.        “FMP” means the Fleet Management Program set out in Appendix 18.

52.    “FMP Engine(s)” means any of the Engines to be covered under the FMP as set out in Article 1 of the FMP.

53.        [***]
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Exhibit 10.16

54.        “FMP Rate” has the meaning set out in Section 3.1 of the FMP

55.        “FOD” or [***] means [***].

56.        “GMM” means JetBlue’s General Maintenance Manual, as revised from time to time, which outlines JetBlue’s maintenance policies and procedures.
57.        “Guarantee Plan Specific Conditions” means the operating conditions set forth in Appendix 8, Article 2.

58.        “Guarantee Plan(s)” means [***].

59.        “IAE” means International Aero Engines, LLC, a limited liability company organized and existing under the laws of Delaware, which has an office located at 400 Main Street, East Hartford, Connecticut 06118.

60.        “IAE Invoice Price” means, for purposes of calculating the [***], the Invoice Price of an Engine Shipset installed on a Firm Aircraft.

61.        “IAE Network” means IAE’s designated network of maintenance, repair, and/or overhaul facilities as agreed to and approved by JetBlue, such approval not to be unreasonably withheld. For purposes of Section 10.50of the FMP, the “Initial IAE Network” shall only include facilities in: USA, Singapore, Japan, and Germany.

62.        “Incremental Aircraft” means any of the forty-five (45) new firm-ordered PW1133G-JM Engine-powered A321neo aircraft identified in the Delivery Schedule as “Incremental Aircraft.”`

63.        “Incremental Firm Spare Engines” means any of the seven (7) new firm-ordered spare PW1133G-JM Engines identified in the Delivery Schedule as an “Incremental Spare Engine.”
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Exhibit 10.16
64.        “Initial Firm Aircraft” means any of the forty (40) new firm-ordered PW1127G-JM Engine-powered A320neo aircraft or new firm-ordered PW1133G-JM Engine-powered A321neo aircraft identified in the Delivery Schedule as “Initial Firm Aircraft,” subject to Section 7.2.

65.        “Initial Firm Spare Engine” means any of the six (6) new firm-ordered spare PW1127G-JM Engines or PW1133G-JM Engines, as applicable, identified in the Delivery Schedule as an “Initial Firm Spare Engine,” subject to Section 7.2.

66.    “Introductory Assistance Credit” means the credit per Firm Aircraft that IAE will provide to JetBlue, as more particularly described in Article 4 of this Agreement.

67.        “Invoice Price” means the Unit Base Price per Engine Shipset or the Unit Base Price per Firm Spare Engine, escalated in accordance with the Engine Escalation Formula from the base month and year of the applicable Unit Base Price to the applicable time specified in this Agreement.
68.        “JetBlue” means JetBlue Airways Corporation, a corporation organized and existing under the laws of Delaware, United States, which has an office located at 27-01 Queens Plaza North, Long Island City, New York 11101.

69.        “LLPs” or “Life Limited Parts” means those rotating Parts which have a Parts Life Limit. For purposes of this Agreement, LLPs do not include static, non-rotating LLPs.

70.        [***]
71.        “Maintenance Services” has the meaning set forth in Section 13.1.1 of the FMP.

72.        “Minimum LLP Build Standard” has the meaning set forth in the Specific Conditions and may be modified by the CEMP in consultation with JetBlue.    
73.        “Minimum Spare Engine Ratio” means the minimum ratio of spare Engines-to-installed Engines in JetBlue’s fleet maintained solely for JetBlue’s operational use, set forth in 0 to the FMP.    
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
74.        “Missing Part” means any part, including, but not limited to, accessories, that was not installed on an Engine at the time of induction or was not subsequently provided to IAE by JetBlue for such FMP Engine’s shop visit.

75.        “Non-Affiliated Third Party” means a third party who is not an ‘Affiliate’ as defined by the Securities Act of 1933.

76.        “Obligated Party” has the meaning set forth in Section 15.12.

77.        “OEM” means original equipment manufacturer.
78.        “Off-Wing” means the removal of a FMP Engine from a Firm Aircraft for Maintenance Services covered under the FMP Rate. For the avoidance of doubt, for purposes of this FMP, “Off-Wing” shall not mean the removal of a FMP Engine from a Firm Aircraft to facilitate the performance of work (not covered under the FMP Rate or T&M Rates and Charges) on such FMP Engine by JetBlue or JetBlue’s designated service provider within a JetBlue facility or a facility designated by JetBlue.

79.        “Operational Parameters” has the meaning set forth in 0 of the FMP.

80.        “Original Agreement” means the PurePower® PW1100G-JM Engine Purchase Support Agreement, dated as of June 19, 2012, as amended, modified or supplemented from time to time.

81.        “PAH” or “Production Approval Holder” means an entity holding a production certificate issued under the authority of the FAA.
82.        “Parts” means Engine parts sold by IAE and delivered as original equipment in an Engine or Engine parts sold and delivered by IAE as new spare parts in support of an Engine.

83.        “Parts Life Limit” means the maximum allowable total parts time or total parts cycles for specific Parts, including re-operation if applicable, as established by
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
IAE and the applicable Airworthiness Authority. Parts Life Limits are published in the Airworthiness Limitations section of the applicable Instructions for Continued Airworthiness.

84.        “Party” or “Parties” means IAE or JetBlue individually or both collectively, respectively.

85.        “Performance Restoration Shop Visit” means a shop visit at which maintenance is performed to enable an FMP Engine to achieve its next full interval in accordance with the CEMP.

86.        [***]

87.        “PMA” or “Parts Manufacturer Approval” means the authority granted by the FAA to manufacture parts for installation in type-certificated products.    
88.        [***]

89.        “Product Support Plan” means the Product Support Plan for First-Generation Owners/Operators Acquiring New IAE PurePower® PW1100G-JM Engines, attached as Appendix 5.

90.        “Program Coordinator’’ has the meaning set forth in Section 5.5.3 of the FMP.

91.        “Program Manager” has the meaning set forth in Section 5.5.3 of the FMP.

92.        [***]
93.        [***]

94.        [***]    
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
95.    “Qualifying Performance Restoration Shop Visit” means a Performance Restoration Shop Visit performed at an IAE Network maintenance facility.

96.        [***]
97.        “Records” has the meaning set forth in Section 12.2.3 of the FMP.
98.        [***]
99.        [***]

100.        “SB(s)” means an IAE-issued Engine service bulletin.

101.        “Scrapped” means those parts determined by IAE to be unserviceable and not Economically Repairable.

102.        “Shipping Stand” means an operable shipping stand, suitable for road shipment of spare PW1100G-JM Engines.

103.        “Spare Engine Credit” means the credit per Firm Spare Engine that IAE will provide to JetBlue, as more particularly described in Article 4 of this Agreement.

104.        “Spare Parts Provisioning and Tooling Credit” means the credit that IAE will provide to JetBlue, as more particularly described in Section 4.3 of this Agreement.

105.        “Specific Conditions” are the operating conditions set forth in 0 to the FMP, upon which the FMP Rate is predicated.

106.        “Standard Equipment” means any item identified under the Standard Equipment section of the applicable Engine Specification, Appendix 3.

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
107.        “State of Registration” means the country in which the Firm Aircraft are registered.
108.        “T&M Rates and Charges” are those rates and charges contained in 0 for Maintenance Services not covered under the FMP Rate.
109.        [***]

110.        “TCH” or “Type Certificate Holder” means an entity holding a type certificate issued under the authority of the FAA or EASA.

111.        “Term” has the meaning set forth in Article 2 of FMP.

112.        “TSM” has the meaning set forth in Section 5.3.4 of FMP.



113.        “Unit Base Price” means the respective IAE unit base price set forth in Article 4.
114.        “United States Prime Rate” means the base rate on corporate loans posted by at least seventy-five percent (75%) of the nation’s thirty (30) largest banks then in effect and listed in the eastern print edition of The Wall Street Journal.

115.        [***]

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16

Appendix 2    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
FIRM AIRCRAFT AND FIRM SPARE ENGINE DELIVERY SCHEDULE
INITIAL FIRM AIRCRAFT DELIVERY SCHEDULE




BASE TYPE
SCHEDULED DELIVERY MONTH/QUARTER
SCHEDULED DELIVERY YEAR
A321NEO
[***]
2019
A321NEO
[***]
2019
A321NEO
[***]
2019
A321NEO
[***]
2019
A321NEO
[***]
2019
A320NEO
[***]
2020
A320NEO
[***]
2020
A320NEO
[***]
2020
A320NEO
[***]
2020
A320NEO
[***]
2020
A320NEO
[***]
2020
A320NEO
[***]
2021
A320NEO
[***]
2021
A320NEO
[***]
2021
A320NEO
[***]
2021
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
A320NEO
[***]
2021
A320NEO
[***]
2021
A320NEO
[***]
2021
A320NEO
[***]
2021
A320NEO
[***]
2021
A320NEO
[***]
2021
A320NEO
[***]
2021
A320NEO
[***]
2021
A320NEO
[***]
2021
A320NEO
[***]
2021


IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16




BASE TYPE
SCHEDULED DELIVERY MONTH/QUARTER
SCHEDULED DELIVERY YEAR
A320NEO
[***]
2021
A320NEO
[***]
2021
A320NEO
[***]
2022
A320NEO
[***]
2022
A320NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2023
A321NEO
[***]
2023
A321NEO
[***]
2023
A321NEO
[***]
2023
A321NEO
[***]
2023


IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
INCREMENTAL FIRM AIRCRAFT DELIVERY SCHEDULE




BASE TYPE
SCHEDULED DELIVERY MONTH/QUARTER
SCHEDULED DELIVERY YEAR
A321NEO
[***]
2019
A321NEO
[***]
2019
A321NEO
[***]
2019
A321NEO
[***]
2019
A321NEO
[***]
2019
A321NEO
[***]
2019
A321NEO
[***]
2019
A321NEO
[***]
2019
A321NEO
[***]
2020
A321NEO
[***]
2020
A321NEO
[***]
2020
A321NEO
[***]
2020
A321NEO
[***]
2020
A321NEO
[***]
2020
A321NEO
[***]
2020
A321NEO
[***]
2021
A321NEO
[***]
2021
A321NEO
[***]
2021
A321NEO
[***]
2021
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2022
A321NEO
[***]
2023
A321NEO
[***]
2023
A321NEO
[***]
2023









IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16




BASE TYPE
SCHEDULED DELIVERY MONTH/QUARTER
SCHEDULED DELIVERY YEAR
A321NEO
[***]
2023
A321NEO
[***]
2023
A321NEO
[***]
2023
A321NEO
[***]
2023
A321NEO
[***]
2023
A321NEO
[***]
2023
A321NEO
[***]
2024
A321NEO
[***]
2024
A321NEO
[***]
2024
A321NEO
[***]
2024
A321NEO
[***]
2024










IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16


FIRM SPARE ENGINES




QUANTITY
DELIVERY DATE
FIRM SPARE ENGINE
1
[***]2019
Initial Spare Engine
1
[***]2019
Incremental Spare Engine
1
[***]2019
Incremental Spare Engine
1
[***]2020
Initial Spare Engine
1
[***]2020
Incremental Spare Engine
1
[***]2020
Incremental Spare Engine
1
[***]2020
Initial Spare Engine
1
[***]2021
Initial Spare Engine
1
[***]2021
Incremental Spare Engine
1
[***]2021
Initial Spare Engine
1
[***]2021
Incremental Spare Engine
1
[***]2021
Initial Spare Engine
1
[***]2022
Incremental Spare Engine



IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
Appendix 3    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
ENGINE SPECIFICATION

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
Appendix 4    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
PW1100G-JM ENGINE PRICE ESCALATION FORMULA
1.    BASE AMOUNT
The Unit Base Price and any other amounts subject to escalation in accordance with this Appendix 4 are expressed in delivery conditions (“DC”) [***] (the “Base Year”) United States Dollars (each individually referred to hereinafter as the “Unit Base Amount” and collectively as the “Unit Base Amounts”) and are subject to adjustment for changes in economic conditions as measured by data obtained from the United States Department of Labor, Bureau of Labor Statistics, and in accordance with the provisions hereof.
2.    BASE PERIOD AND BASE POINT
The Unit Base Amounts have been established in accordance with the average economic conditions prevailing in the 11th, 12th, and 13th months preceding a theoretical delivery in the Base Year as identified in Article 1 herein (the “Base Point”) as defined by [***] index values indicated hereafter (the “Base Period”).
3.    INDEXES
Labor Index: “Employment Cost lndex for Workers in Aerospace Manufacturing” hereinafter referred to as “ECI336411W”, quarterly published by the United States Department of Labor, Bureau of Labor Statistics, in “NEWS”, and found in Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group,” or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100).
The quarterly value released for a certain month (March, June, September and December) shall be the one deemed to apply for the two preceding months.
Index code for access on the Website of the United States Bureau of Labor Statistics: CIU20232110000001.
Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI Detailed Report” (found in Table 6. “Producer price indexes and percent changes for commodity and service groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). [***]
Index code for access on the Website of the United States Bureau of Labor Statistics: WPU03THRU15.
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
Metal Index: Metals and metal products “Code 10” (hereinafter referred to as “C10”) as published in “PPI Detailed Report” (found in Table 6. “Producer price indexes and percent changes for commodity and service groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). [***]
Index code for access on the Website of the United States Bureau of Labor Statistics: WPU10.
4.        ESCALATION FORMULA
[***]
5.        GENERAL PROVISIONS
5.1    Roundings
The Labor Index average, the Material Index average, and the Metal Index average shall be computed to the first decimal place. If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next greater number.
Each quotient [***] shall be rounded to the nearest ten-thousandth (4 decimals). If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next greater number.
The final factor shall be rounded to the nearest ten-thousandth (4 decimals).
The final price shall be rounded to the nearest whole number (0.5 or more rounded to 1).
5.2    Substitution of Indexes for Escalation Formula
If:
5.2.1    the United States Department of Labor substantially revises the methodology of calculation of the Labor Index, the Material Index, or the Metal Index as used in the Price Escalation Formula, or

5.2.2    the United States Department of Labor discontinues, either temporarily or permanently, such Labor Index, such Material Index, or such Metal Index, or

5.2.3    the data samples used to calculate such Labor Index, such Material Index, or such Metal Index are substantially changed, the Seller shall select a substitute index for inclusion in the Price Escalation Formula (the “Substitute Index”).
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
The Substitute Index shall reflect as closely as possible the actual variance of the labor costs, of the material costs, or of the metal costs used in the calculation of the original Labor Index, Material Index, or Metal Index as the case may be.
As a result of the selection of the Substitute Index, the Parties shall mutually agree on an appropriate adjustment to the Price Escalation Formula to combine the successive utilization of the original Labor Index, Material Index, or Metal Index (as the case may be) and of the Substitute Index.
5.3    Final Index Values
The Index values as defined in Article 4 above shall be considered final and no further adjustment to the escalated Base Amounts as revised at delivery (or payment of such Escalated Amounts, as the case may be) shall be respectively made after delivery (or payment of such Escalated Amounts, as the case may be) for any subsequent changes in the published Index values.
[***]
This document does not contain any export regulated technical data.
6.        SAMPLE ESCALATION FORMULA CALCULATION
[***]

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
Appendix 5    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
PRODUCT SUPPORT PLAN

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
Appendix 6    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
WARRANTIES AND SERVICE POLICIES

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
Appendix 7    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
SPARE ENGINE PAYMENT SCHEDULE
Payments for each Firm Spare Engine and other associated equipment shall be made in accordance with the following payment schedule:
[***]
All payments shall be paid according to Section 15.8 of the Agreement.

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16

Appendix 8    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
GUARANTEE PLAN DEFINITIONS AND CONDITIONS
[***]

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16

Appendix 9    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
[***]

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
Appendix 10    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
[***]

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
Appendix 11    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
[***]

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16

Appendix 12    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
[***]



IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
Appendix 13    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
[***]

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
Appendix 14    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
[***]

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16

Appendix 15    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
[***]

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16

Appendix 16    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
[***]

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16

Appendix 17    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
[***]



IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
Appendix 18    
AMENDED AND RESTATED PW1100G-JM ENGINE
PURCHASE AND SUPPORT AGREEMENT
[***]

IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.

Exhibit 10.16
Appendix 19    
BILL OF SALE
The undersigned as the owner of the full legal and beneficial title of the aircraft engine described as follows:
Manufacturer:    International Aero Engines, LLC
Type:            
Serial Number:    _____

including all appliances, equipment, components, parts, furnishings and accessories installed on such engine on its delivery date together with the respective engine documents (collectively the “Engine”), certifies that in fulfilment of the purchase agreement between INTERNATIONAL AERO ENGINES, LLC and JETBLUE AIRWAYS CORPORATION, dated ______ ___, 20__ (the “Contract”) the undersigned has granted, transferred and delivered all of its right, title and interest in and to such Engine unto the following entity and its successors and assigns forever:
JETBLUE AIRWAYS CORPORATION
(“JETBLUE”)

The undersigned hereby confirms to JetBlue and its successors and assigns that it had the good and lawful right to sell, deliver and transfer title to the Engine to JetBlue and that there was conveyed to JetBlue good, legal and valid title to the Engine, free and clear of all liens, claims, charges, encumbrances and rights of others and that the undersigned will warrant and defend such title forever against all claims and demands whatsoever.
This Bill of Sale is governed by and shall be construed in accordance with the laws of the State of New York.
In testimony whereof the undersigned has caused this Bill of Sale to be duly executed on this ____ day of ______ 20.

INTERNATIONAL AERO ENGINES, LLC


By: ____________________
Name:
Title:
IAE LLC and JetBlue Proprietary - Subject to the Restrictions on the Front Page
This document does not contain any export regulated technical data.
Exhibit 19
image_11.jpg
floatingimage_0.jpg
                                                                                                                   
Insider Trading Policy (ITP)
2024-12-12
image_8.jpg
TOC-1
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Insider Trading Policy (ITP)
Table of Contents
Table of Contents
1-1
1-1
1-1
1-3
2-1
2-1
3-1
3-1
4-1
4-1
4.2
Disclosure of Material Information to Third Parties................................
4-2
4-2
5-1
5-1
6-1
6-1
Chapter 7
Interpretation and Amendment.............................................................
7-1
7-1
8-1
8-1
1 For purposes of this policy, “officers” refer to those individuals who meet the definition of “officer” under Section 16 of the Securities
Exchange Act of 1934 (as amended, the “Exchange Act”).
image_8.jpg
Uncontrolled copy when printed or downloaded.
1-2
image_11.jpg
Insider Trading Policy (ITP)
General
1
General
  1.1 Purpose
floatingimage_4.jpg
JetBlue seeks to promote a culture that encourages ethical conduct and a commitment
to compliance with the law. We require our Directors and Crewmembers (including
officers1) to comply at all times with applicable federal and state laws and regulations
governing insider trading. This policy sets forth procedures designed to help comply
with these laws and regulations.
    1.2     Scope
floatingimage_4.jpg
All Directors and Crewmembers, regardless of their title or position, are prohibited from
trading in JetBlue securities, including stocks, bonds, notes, debentures, options,
warrants, equity, and other convertible securities, as well as derivative instruments,
while they possess material information about JetBlue that has not been fully disclosed
to the public, and from providing this information to others who may trade, in breach of a
duty of trust or confidence.
This policy applies to your family members who reside with you, anyone else who lives
in your household, and any family members that do not live in your home but whose
transactions in our securities are directed by you or are subject to your influence or
control. You are responsible for the transactions of these other people and should make
them aware of the requirement to confer with you before they trade in JetBlue
securities. This policy also applies to any entities that you control, including any
corporations, limited liability companies, partnerships or trusts, and transactions by
these entities should be treated for the purposes of this policy as if they were for your
own account.
JetBlue may determine that this policy applies to additional persons with access to
material nonpublic information, such as contractors or consultants. Directors, officers
and other Crewmembers, together with any other person designated as being subject to                                                       
this policy by the General Counsel or his or her designee (the “Compliance Officer”)
image_8.jpg
Uncontrolled copy when printed or downloaded.
1-3
image_11.jpg
Insider Trading Policy (ITP)
General
(with their controlled entities and affiliated individuals subject to this policy), are referred
to collectively as “Covered Persons.”
Deemed Insiders
A Deemed Insider is a Covered Person who has, or is likely to have, access to the
company’s financial information in advance of public disclosure or to other material
nonpublic information. The Legal Department determines who is a “Deemed Insider”
and are responsible for periodically reviewing and updating the list of Deemed Insiders.
Members of our Board of Directors, JetBlue’s senior leadership team, including SLT
Crewleaders, and other JetBlue officers are considered Deemed Insiders at all times.
Other Crewmembers may be Deemed Insiders due to information they routinely access
as a part of their job. Individuals may become Deemed Insiders from time to time as a
result of special projects or initiatives.
floatingimage_2.jpg
•
•
•
Example
If you attend an Officer and Director call in which material, nonpublic information is
disclosed, you should not trade in JetBlue securities until one business day after that
information is made public.
You may be provided with material nonpublic information in emails (such as
information concerning financial performance). In such an instance, you should not
trade in JetBlue securities until one business day after that information is made public.
Even if you receive clearance from the Legal Department to trade, the obligation to
ensure you are not in possession of material nonpublic information lies with you. If
you trade while in possession of material nonpublic information, you risk civil and
criminal penalties on an individual basis.
image_8.jpg
Uncontrolled copy when printed or downloaded.
1-4
image_11.jpg
Insider Trading Policy (ITP)
General
Business Partners and Other Third Parties
You should not purchase, sell, gift or otherwise transfer any security of any other
company, including economically-linked companies, such as a competitor or another
peer company in JetBlue’s industry, while in possession of material nonpublic
information if such information was obtained in connection with your employment by
or service to JetBlue (to the extent there is a reasonable likelihood that such
information would be considered important to an investor in making an investment
decision in such other company).
1.3 Potential Consequences
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We require our personnel to comply at all times with federal laws and regulations
governing insider trading. Failure to follow the procedures in this policy could result in a
serious violation of the securities laws by you and/or JetBlue. Violating federal and state
laws regarding insider trading can undermine investor trust, harm the reputation and
integrity of JetBlue, and result in dismissal from the company or even serious criminal
and civil charges against the individual and the company. JetBlue reserves the right to
take whatever disciplinary or other measure(s) it determines in its sole discretion to be
appropriate in any particular situation, including disclosure of wrongdoing to
governmental authorities.
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FAQs
2
FAQs
  2.1Insiders
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An “insider” is a person who possesses, or has access to, material information
concerning JetBlue that is not public (see below for a definition of “material information”
and “public”). Insiders may be subject to criminal prosecution and/or civil liability for
trading in JetBlue stock or other securities or providing this information to others who
may trade when they know material information concerning JetBlue that has not been
fully disclosed to the public.
What is “Material” Information?
It is not possible to define all categories of material information. In general, information
should be regarded as “material” if there is a reasonable likelihood that it would be
considered important by an investor in making a decision to buy, hold or sell securities.
Any information that could be expected to affect JetBlue’s stock price, whether it is
positive or negative, should be regarded as material.
When is Information “Public”?
If you are aware of material nonpublic information, you may not trade until the information
has been widely disseminated to the general public so that investors have been able to
factor the information into the market price of the security.
Generally a full trading day following release of information to the public is regarded as
sufficient time for public dissemination and absorption of material information.
The Compliance Officer will have sole discretion to decide whether information is public
for purposes of this policy.
What Qualifies as a Trade?
“Trades” include any “purchase” or “sale” of securities, which are defined broadly under
the federal securities law. “Purchase” includes not only the actual purchase of a security,
but also any contract to purchase or otherwise acquire a security. “Sale” includes not
only the actual sale of a security, but also any contract to sell or otherwise dispose of a
security. These definitions extend to a broad range of transactions, including
conventional cash-for-stock transactions, conversions, the exercise of stock options,
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FAQs
transfers, gifts, and acquisitions and exercises of warrants or puts, calls, pledging and
margin loans, or other derivative securities.
What if I Leave JetBlue?
With the exception of the preclearance requirement, this policy continues to apply to
transactions in JetBlue’s securities even after termination of service to the Company. If
you are in possession of material nonpublic information when your service terminates,
you may not trade in JetBlue’s securities until the later of the completion of the first full
trading day after the public release of quarterly earnings data following your termination
of service with JetBlue or the time when that information has otherwise become public.
If you are exposed to material nonpublic information after termination of services to the
company in connection with the position you previously held in JetBlue, you may not trade
in JetBlue’s securities until that information has become public or is no longer material.
In addition, if your service terminated during a blackout period, the restrictions on trading
applicable during the blackout period will continue to apply until the lapse of such period.
What if I Learn Material Nonpublic Information After I Have Decided to Trade
JetBlue Securities but Before I Have Executed the Trade?
If you learn of material nonpublic information after you have already decided to buy or
sell JetBlue securities but have not yet completed the transaction, you may not proceed.
Trading while in possession of material nonpublic information is prohibited even if that
information was not your underlying motive for the trade.
My Trade Was for a Small Amount of Securities – Does That Matter?
No. There are no limits on the size of a transaction that could trigger insider trading
liability; relatively small trades have in the past occasioned SEC investigations and
lawsuits.
Can I Move My JetBlue Common Stock to a Brokerage Account Outside Fidelity?
From time to time, Crewmembers have requested the ability to move their JetBlue
equity from the company’s broker to a broker of their own choice. In order to do so,
they must ensure the outside broker is aware of and complies with our insider trading
windows and policies. Merely requesting approval to trade and moving the shares is not
sufficient.
Can I Trade or Hold Positions in Other Airline Stocks?
Covered Persons are prohibited from trading in any company’s securities while in
possession of material nonpublic information (to the extent there is a reasonable
likelihood that such information would be considered important to an investor in making
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FAQs
an investment decision in such other company) if that information was learned during
your employment with JetBlue. You may not trade in the other company’s securities
until the information becomes public or is no longer material.
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Insider Trading Policy (ITP)
Blackout and Preclearance Procedures
3
Blackout and Preclearance
Procedures
3.1Trades
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Deemed Insiders, and any other persons designated by the Legal Department (with
their controlled entities and affiliated individuals subject to this policy) must not
purchase, sell, gift or otherwise transfer any security of the company during any
blackout period, except as otherwise permitted by this policy.
Quarterly Blackout Periods
JetBlue’s quarterly blackout period begins 10 business days before quarter-end; and
ends after completion of one trading day after the earnings release for that quarter.
A “trading day” is a day on which U.S. national stock exchanges are open for trading. If,
for example, JetBlue were to release earnings on Monday prior to 9:30 a.m. Eastern
Time, then the blackout period would terminate after the close of trading on Monday. If
JetBlue were to release earnings on Monday after 9:30 a.m. Eastern Time, then the
blackout period would terminate after the close of trading on Tuesday. Any question as
to whether information is publicly available shall be directed to the Compliance Officer.
Additional Blackout Periods
From time to time, the Compliance Officer or the Board of Directors, in its discretion,
may determine that an additional blackout period is appropriate. Persons subject to an
additional blackout period (with their controlled entities and affiliated individuals subject
to this policy) must not purchase, sell, gift or otherwise transfer any security of JetBlue,
except as otherwise permitted by this policy, and must not disclose that an additional
blackout period is in effect.
Preclearance
All transactions in the company’s securities by Deemed Insiders with their controlled
entities and affiliated individuals subject to this policy (including, without limitation,
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Blackout and Preclearance Procedures
acquisitions and dispositions of company stock, gifts, the exercise of stock options
and the sale of company stock issued upon exercise of stock options) must be
precleared by the Legal Department.
If you are subject to preclearance, you must submit a trade request to the Legal
Department in advance of trading, in accordance with the procedures established by
the Legal Department.
While members of JetBlue’s Legal Department make an effort to respond to every
request to trade promptly, please note that it may take up to five (5) business days to
receive a response to a trade request. Please plan accordingly. In addition, please note
that the Legal Department cannot take personal circumstances into consideration when
determining if you may have material nonpublic information.
The Legal Department has sole discretion to decide whether to clear any contemplated
transaction, and clearance of a transaction should not be understood to represent legal
advice by the company that a proposed transaction complies with applicable law. None
of the company, the Compliance Officer, members of the Legal Department, or other
Crewmembers will have any liability for any delay in reviewing, or refusal of, a trade
request.
All trades that are precleared must be effected within five (5) business days of receipt of
the preclearance. A precleared trade (or any portion of a precleared trade) that has not
been effected during the five (5) business day period must be submitted for preclearance
determination again prior to execution. Notwithstanding receipt of preclearance, if you
become aware of material nonpublic information, or become subject to a blackout period
before the transaction is effected, the transaction may not be completed.
Transactions under a previously established Trading Plan (as defined below) that has
been preapproved in accordance with this policy are not subject to further preclearance.
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Prohibited Transactions
4
Prohibited Transactions
              4.1Policy
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JetBlue has determined that there is a heightened legal risk and the appearance of
improper or inappropriate conduct if Covered Persons engage in certain types of
transactions. Therefore, Covered Persons must comply with the following policies with
respect to certain transactions in JetBlue’s securities.
Short Sales
No Covered Person may enter into short sales of JetBlue’s securities. Short sales, or
sales of shares that the insider does not own at the time of sale, or sales of shares
against which the insider does not deliver the shares within twenty (20) days after the
sale, evidence an expectation on the part of the seller that the securities will decline in
value, and, therefore, signal to the market that the seller has no confidence in the
company or its short-term prospects.
Options
No Covered Person may enter into transactions in puts, calls, or other derivative
securities involving JetBlue’s equity securities, on an exchange, on an over-the-counter
market, or in any other organized market. A transaction in options is, in effect, a
bet on the short-term movement of the company’s shares and, therefore, creates the
appearance that a Covered Person is trading based on material nonpublic information.
Transactions in options, whether traded on an exchange, on an over-the-counter
market, or any other organized market, also may focus a Covered Person’s attention on
short-term performance at the expense of the company’s long-term objectives.
Hedging Transactions
No Covered Person may enter into derivative transactions to hedge their economic
exposure to JetBlue’s common stock, such as prepaid variable forward contracts,
equity swaps, collars and exchange funds, or other transactions that hedge or offset,
or are designed to hedge or offset, any decrease in the market value of JetBlue’s
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Prohibited Transactions
equity securities. Such transactions allow the Covered Person to continue to own the
covered securities, but without the full risks and rewards of ownership. When that
occurs, the Covered Person may no longer have the same objectives as JetBlue’s
other shareholders.
Margin Accounts and Pledging
Covered Persons are prohibited from pledging JetBlue stock as collateral for a loan,
purchasing Company securities on margin (i.e., borrowing money to purchase the
securities), or placing Company securities in a margin account. This prohibition does
not apply to cashless exercises of share options under JetBlue’s equity plans, nor to
situations approved in advance by the Compliance Officer.
Partnership Distributions
Nothing in this policy is intended to limit the ability of an investment fund, venture
capital partnership or other similar entity with which a Director is affiliated to distribute
JetBlue securities to its partners, members, or other similar persons. It is the
responsibility of each affected Director and the affiliated entity, in consultation with
their own counsel (as appropriate), to determine the timing of any distributions, based
on all relevant facts and circumstances, and applicable securities laws.
  4.2Exceptions
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There are several types of transactions in which Covered Persons may engage even if
they are in possession of material nonpublic information about JetBlue.
Transactions with the Company
This policy’s trading restrictions generally do not apply to transactions directly with the
company.
Stock Option Exercises and “Sell to Cover” Transactions
This policy’s trading restrictions generally do not apply to the exercise of a stock option
(unless the stock option exercised has a reload feature) or to the exercise of a tax
withholding right pursuant to which you elect to have JetBlue withhold common shares
subject to a stock option to satisfy tax withholding requirements. The trading restrictions
do apply, however, to any sale of the underlying common stock or to a cashless exercise
of the stock option through a broker, as this entails an open market sale of a portion of
the underlying common stock to cover the costs of exercise.
This policy’s trading restrictions also generally do not apply to “sell-to-cover”
transactions pursuant to any non-discretionary policy adopted by the company that is
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Prohibited Transactions
intended to facilitate the payment of withholding taxes associated with vesting of equity
awards (other than stock options).
Crewmember Stock Purchase Program
This policy’s trading restrictions do not apply to purchases of our common stock in
the Crewmember Stock Purchase Program (“CSPP”) resulting from your periodic
payroll contributions to the CSPP pursuant to the election you made at the time of
your enrollment in the CSPP. The trading restrictions do apply, however, to your sales
of JetBlue common stock purchased pursuant to the CSPP.
Gifts
This policy’s trading restrictions generally do not apply to gift transactions for family or
estate planning purposes, where securities are gifted to a person or entity subject to this
policy, except that gift transactions involving Company securities are subject to
preclearance.
Trading Plans and Trading Arrangements
The restrictions in this policy, other than restrictions on those transactions described
under in “Prohibited Transactions,” Chapter 4.1, do not apply to transactions under a
trading plan (a “Trading Plan”) that satisfies either:
•the conditions of Rule 10b5-1; or
•the elements of a non-Rule 10b5-1 trading arrangement as defined in Item 408(c)
of Regulation S-K; and
•the Compliance Officer has pre-approved.
The Compliance Officer may impose such other conditions on the implementation and
operation of a Trading Plan as the Compliance Officer deems necessary or advisable. 
An individual may only modify a Trading Plan outside of a blackout period and, in any
event, when the individual does not possess material nonpublic information.
Modifications to and early terminations of a Trading Plan are subject to pre-approval by
the Legal Department.
The company also reserves the right from time to time to suspend, discontinue, or
otherwise prohibit transactions under a Trading Plan if the Legal Department,
Compliance Officer or the Board of Directors, in its discretion, determines that such
suspension, discontinuation, or other prohibition is in the best interests of the company.
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Prohibited Transactions
Compliance of a Trading Plan with the terms of Rule 10b5-1 and the execution of
transactions pursuant to the Trading Plan are the sole responsibility of the person
initiating the Trading Plan, and none of the company, the Compliance Officer, members
of the Legal Department, or other Crewmembers assumes any liability for any delay in
reviewing and/or refusing to approve a Trading Plan submitted for approval, nor the
legality or consequences relating to a person entering into, informing the company of, or
trading under, a Trading Plan.
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Possible Additional Restrictions
5
Possible Additional Restrictions
5.1Note
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In addition to the general policies and procedures set forth in this policy, our General
Counsel has the authority to impose additional restrictions from time to time on Directors,
individual Crewmembers, certain groups of Crewmembers, or all Crewmembers. In such
event, the Directors and/or affected Crewmembers will be informed of those additional
restrictions.
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Related Policies and Certification
6
Related Policies and Certification
6.1Compliance
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This Insider Trading Policy should be read in conjunction with the Code of Business
Conduct and the Crewmember Blue Book.
All Covered Persons may be asked periodically to certify their compliance with the
terms and provisions of this policy.
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Interpretation and Amendment
7
Interpretation and Amendment
7.1Updates
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The General Counsel shall have the authority to interpret and update this policy and all
related policies and procedures. In particular, such interpretations and updates of this
policy, as authorized by the General Counsel, may include amendments to or departures
from the terms of this policy, to the extent consistent with the general purpose of this
policy and applicable securities laws.
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Questions
8
Questions
8.1Contacts
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Any person who has a question about this policy or its application to any proposed
transaction may obtain additional guidance from:
Eileen McCarthy
General Counsel and Corporate Secretary
eileen.mcCarthy@jetblue.com
and
Shannon Collins
Director, Securities and Corporate Governance
shannon.collins@jetblue.com
If you have a question as to whether something may be material nonpublic information,
please reach out. With trade-related questions, please reach out to all individuals listed
above. If you wish to discuss a trade request and the window is scheduled to close in
five (5) business days or less, please do not rely on leaving a voicemail message or, if
someone’s out of office message indicates they are traveling, an email.
Ultimately, the responsibility for adhering to this policy and avoiding unlawful
transactions rests with each of you. Actions taken by the company, the
Compliance Officer, other members of the Legal Department or any other
Crewmembers do not constitute legal advice, nor do they insulate you from the
consequences of noncompliance with this policy or with securities laws.
If you have questions about JetBlue’s broker, Fidelity, please reach out to
StockAdmin@JetBlue.com.
If you have questions about our Compliance programs at JetBlue, please reach out to
BlueEthicsandCompliance@JetBlue.com.
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www.jetblue.com
JetBlue Airways
27-01 Queens Plaza North
Long Island City, New York 11101
1-800-JETBLUE
Exhibit 21.1
JETBLUE AIRWAYS CORPORATION
LIST OF SUBSIDIARIES
As of December 31, 2024


Name of SubsidiaryState or Other Jurisdiction of Incorporation or Organization
BlueBermuda Insurance, LTDBermuda
JetBlue Technology Ventures, LLC.Delaware
JBTP, LLCDelaware
Troupe, Inc.Delaware
JetBlue Cayman 1, Ltd.Cayman Islands
JetBlue Cayman 2, Ltd.Cayman Islands
JetBlue Loyalty, Ltd.Cayman Islands
JetBlue Cayman 1, LP.Cayman Islands
JetBlue Cayman 2, LP.Cayman Islands
JetBlue Loyalty, LP.Cayman Islands
Exhibit 23


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statement (Form S-8 No. 333-86444) pertaining to the JetBlue Airways Corporation 2002 Stock Incentive Plan and the JetBlue Airways Corporation Crewmember Stock Purchase Plan,

(2)Registration Statement (Form S-8 No. 333-129238) pertaining to the JetBlue Airways Corporation 2002 Stock Incentive Plan and the JetBlue Airways Corporation Crewmember Stock Purchase Plan,

(3)Registration Statement (Form S-8 No. 333-161565) pertaining to the JetBlue Airways Corporation 2002 Stock Incentive Plan and the JetBlue Airways Corporation Crewmember Stock Purchase Plan,

(4)Registration Statement (Form S-8 No. 333-174947) pertaining to the JetBlue Airways Corporation 2011 Incentive Compensation Plan and the JetBlue Airways Corporation 2011 Crewmember Stock Purchase Plan,

(5)Registration Statement (Form S-8 No. 333-207242) pertaining to the JetBlue Airways Corporation 2011 Incentive Compensation Plan and the JetBlue Airways Corporation 2011 Crewmember Stock Purchase Plan,

(6)Registration Statement (Form S-8 No. 333-272525) pertaining to the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan and 2020 Crewmember Stock Purchase Plan,

(7)Registration Statement (Form S-8 No. 333- 280308) pertaining to the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan and 2020 Crewmember Stock Purchase Plan,

(8)Registration Statement (Form S-8 No. 333- 239511) pertaining to the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan and 2020 Crewmember Stock Purchase Plan, and

(9)Registration Statement (Form S-3 ASR No. 333-263092) of JetBlue Airways Corporation;

of our reports dated February 14, 2025, with respect to the consolidated financial statements and financial statement schedule listed in Item 15(a)(2) of JetBlue Airways Corporation, and the effectiveness of internal control over financial reporting of JetBlue Airways Corporation included in this Annual Report (Form 10-K) of JetBlue Airways Corporation for the year ended December 31, 2024.

/s/ Ernst & Young LLP

New York, New York
February 14, 2025
Exhibit 31.1

CERTIFICATION
I, Joanna Geraghty, certify that:
1.I have reviewed this Annual Report on Form 10-K of JetBlue Airways Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:February 14, 2025By:
/s/ Joanna Geraghty
Joanna Geraghty
Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2

CERTIFICATION
I, Ursula Hurley, certify that:
1.I have reviewed this Annual Report on Form 10-K of JetBlue Airways Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:February 14, 2025By:/s/ Ursula Hurley
Ursula Hurley
Chief Financial Officer
(Principal Financial Officer)
Exhibit 32
JetBlue Airways Corporation
CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of JetBlue Airways Corporation on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on February 14, 2025 (the “Report”), the undersigned, in the capacities and on the dates indicated below, each hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of JetBlue Airways Corporation.
Date:February 14, 2025By:
/s/ Joanna Geraghty
Joanna Geraghty
Chief Executive Officer
(Principal Executive Officer)
Date:February 14, 2025By:/s/ Ursula Hurley
Ursula Hurley
Chief Financial Officer
(Principal Financial Officer)