EXHIBIT 10.1(k) Amendment No. 22 to the A320 Purchase Agreement Dated as of April 20, 1999 between AVSA, S.A.R.L. and JetBlue Airways Corporation This Amendment No. 22 (hereinafter referred to as the "Amendment") is entered into as of February 17, 2005, between AVSA, S.A.R.L., a societe a responsabilite limitee organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the "Seller"), and JetBlue Airways Corporation, a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located 118-29 Queens Boulevard, 5th Floor, Forest Hills, New York 11375 USA (hereinafter referred to as the "Buyer"). WITNESSETH WHEREAS, the Buyer and the Seller entered into an A320 Purchase Agreement, dated as of April 20, 1999, relating to the sale by the Seller and the purchase by the Buyer of certain Airbus A320-200 aircraft (the "Aircraft"), including twenty-five option aircraft (the "Option Aircraft"), which, together with all Exhibits, Appendixes and Letter Agreements attached thereto and as amended by Amendment No. 1, dated as of September 30, 1999, Amendment No. 2, dated as of March 13, 2000, Amendment No. 3, dated as of March 29, 2000, Amendment No. 4, dated as of September 29, 2000, Amendment No. 5 dated as of November 7, 2000, Amendment No. 6 dated as of November 20, 2000, Amendment No. 7 dated as of January 29 2001, Amendment No. 8 dated as of May 3, 2001, Amendment No. 9 dated as of July 18, 2001, Amendment No. 10 dated as of November 16, 2001, Amendment No. 11 dated as of December 31, 2001, Amendment No. 12 dated as of April 19, 2002, Amendment No. 13 dated as of November 22, 2002, Amendment No. 14 dated as of December 18, 2002 and Amendment No. 15 dated as of February 10, 2003, Amendment No. 16 dated as of April 23, 2003, Amendment No. 17 dated as of October 1, 2003, Amendment No. 18 dated as of November 12, 2003, Amendment No. 19 dated as of June 4, 2004, Amendment No. 20 dated as of June 7, 2004 and Amendment No. 21 dated as of November 19, 2004 is hereinafter called the "Agreement." JetBlue - A320 - AVSA AM No. 22-1 WHEREAS the Seller and the Buyer have agreed to amend the Appendix C to Clause 16 in the Agreement, WHEREAS the Seller is willing to accommodate the Buyer with respect to the foregoing under the terms and conditions set forth herein, NOW, THEREFORE, IT IS AGREED AS FOLLOWS 1. DEFINITIONS Capitalized terms used herein and not otherwise defined herein will have the meanings assigned to them in the Agreement. The terms "herein," "hereof" and "hereunder" and words of similar import refer to this Amendment. 2. COPIES Clause 3 of the Appendix C to Clause 16 of the Agreement is hereby amended by the addition of the following quoted provision: QUOTE 3.3 Nothing in this License shall preclude the Buyer, or a third party contracted by the Buyer for this purpose only, from making copies of the Airbus CBT System (maintenance). The foregoing right to copy is limited for a use of such copies only by the Buyer's employees responsible for the maintenance of the Buyer's Airbus aircraft fleet, provided that the Buyer ensures Buyer's employees are aware of and abide by the terms and restrictions in this License. The Buyer shall ensure that employees return their copies of the Airbus CBT System to the Buyer upon the Term of this License or upon termination of their employment with the Buyer, whichever occurs first. UNQUOTE 3. LICENSE Clause 5 of the Appendix C to Clause 16 of the Agreement is hereby amended by the addition of the following quoted provision: JetBlue - A320 - AVSA AM No. 22-2 QUOTE 5.3 This License includes the right to give the Buyer's employees in the possession of a copy of the Airbus CBT System the right to use the same, exclusively in the read-only mode, on their own computers, inside or outside the Buyer's premises. All other restrictions and limitations of use of the Airbus CBT System set forth in Clause 16 of the Agreement and in this License shall apply to the use by the Buyer `s employees of the Airbus CBT System. UNQUOTE 4. CONDITIONS OF USE Clause 6 of the Appendix C to Clause 16 of the Agreement is hereby amended by the addition of the following quoted provision: QUOTE 6.3 Employees possessing a copy of the Airbus CBT System provided by the Buyer pursuant to Clause 3.3 herein may only use such copy for the purpose of their own training. UNQUOTE 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 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. 6. CONFIDENTIALITY This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the Agreement. JetBlue - A320 - AVSA AM No. 22-3 7. 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 Paragraph 7 will be void and of no force or effect. 8. 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. JetBlue - A320 - AVSA AM No. 22-4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers or agents on the dates written below. AVSA, S.A.R.L. By: /s/ Marie-Pierre Merle Beral ---------------------------- Its: Chief Executive Officer ----------------------- Date: February 17, 2005 ----------------- JETBLUE AIRWAYS CORPORATION By: /s/ Thomas A. Anderson ---------------------- Its: Senior Vice President --------------------- Date: February 17, 2005 -----------------
Jetblue Airways (JBLU) 10-K2005 FY Annual report
Filed: 14 Feb 06, 12:00am