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
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JETBLUE AIRWAYS CORPORATION
By: /s/ Thomas A. Anderson
----------------------
Its: Senior Vice President
---------------------
Date: February 17, 2005
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