IAE PROPRIETARY INFORMATION
EXHIBIT 10.3
IAE Building
400 Main Street
East Hartford, CT 06108 USA
July 6, 2006
JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820
Attention: Vice President and Treasurer
 | |
| Subject: | Side Letter No. 20 to the V2500 General Terms of Sale Agreement between JetBlue Airways Corporation and IAE International Aero Engines AG dated May 4, 1999 (the ‘‘Agreement’’) |
Dear Sir:
IAE is pleased to submit to JetBlue this Side Letter No. 20 to the Agreement in support of JetBlue’s deferral of certain Aircraft deliveries, as follows:
| | |
| 1. | Five (5) Aircraft deliveries in 2007, five (5) Aircraft deliveries in 2008, and two (2) Aircraft deliveries in 2009 are deferred so that six (6) Aircraft deliveries are rescheduled for 2011 and six (6) Aircraft deliveries are rescheduled for 2012. |
| | |
| 2. | Accordingly, Exhibit B-1 to the Agreement (as amended by various Side Letters including Side Letter No. 19, dated June 20, 2005) is hereby deleted in its entirety and replaced by the revised delivery schedule attached as Exhibit B-1 hereto. |
Except as expressly amended by this Side Letter No. 20, all provisions of the Agreement (as amended from time to time by various side letters and amendments) remain in full force and effect.
| | | |
| Very truly yours, | | | Agreed to and accepted on behalf of |
| IAE International Aero Engines AG | | | JetBlue Airways, Inc. |
| /s/ Robert Zimmerman | | | /s/ Thomas A. Anderson |
| Name | | | Name |
| Director of Sales – IAE | | | Senior Vice President |
| Title | | | Title |
| July 6, 2006 | | | July 6, 2006 |
| Date | | | Date |
|
IAE PROPRIETARY INFORMATION
Exhibit B-1
Aircraft Delivery Schedules
As of April 2006
Glossary Note:
| | |
| • | Delivered Aircraft are indicated by Italics typeface |
| | |
| • | Existing Firm Aircraft are indicated by normal typeface |
| | |
| • | Incremental Firm Aircraft are indicated by an asterisk (*) |
| | |
| • | 2004 Incremental Aircraft, including all 2004 Incremental Aircraft and all Option Aircraft are indicated by bold typeface. |
| | | | | | | | | | | | |
| Rank No. | | | Aircraft | | | Month | | | Year | | | |
| No. 1 | | | Firm Aircraft | | | *** | | | 2000 | | | |
| No. 2 | | | Firm Aircraft | | | *** | | | 2000 | | | |
| No. 3 | | | Firm Aircraft | | | *** | | | 2000 | | | |
| No. 4 | | | Firm Aircraft | | | *** | | | 2000 | | | |
| No. 5 | | | Firm Aircraft | | | *** | | | 2000 | | | |
| No. 6 | | | Firm Aircraft | | | *** | | | 2000 | | | |
| No. 7 | | | Firm Aircraft | | | *** | | | 2001 | | | |
| No. 8 | | | Firm Aircraft | | | *** | | | 2001 | | | |
| No. 9 | | | Firm Aircraft | | | *** | | | 2001 | | | |
| No. 10 | | | Firm Aircraft | | | *** | | | 2001 | | | |
| No. 11 | | | Firm Aircraft | | | *** | | | 2001 | | | |
| No. 12 | | | Firm Aircraft | | | *** | | | 2001 | | | |
| No. 13 | | | Firm Aircraft | | | *** | | | 2001 | | | |
| No. 14 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 15 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 16 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 17 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 18 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 19 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 20 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 21 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 22 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 23 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 24 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 25 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 26 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 27 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 28 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 29 | | | Firm Aircraft | | | *** | | | 2002 | | | |
| No. 30 | | | Firm Aircraft | | | *** | | | 2003 | | | |
| No. 31 | | | Firm Aircraft | | | *** | | | 2003 | | | |
|
| |
| [***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
2
IAE PROPRIETARY INFORMATION
| | | | | | | | | | | | |
| Rank No. | | | Aircraft | | | Month | | | Year | | | |
| No. 32 | | | Firm Aircraft | | | *** | | | 2003 | | | |
| No. 33 | | | Firm Aircraft | | | *** | | | 2003 | | | |
| No. 34 | | | Firm Aircraft | | | *** | | | 2003 | | | |
| No. 35 | | | Firm Aircraft | | | *** | | | 2003 | | | |
| No. 36 | | | Firm Aircraft | | | *** | | | 2003 | | | |
| No. 37 | | | Firm Aircraft | | | *** | | | 2003 | | | |
| No. 38 | | | Firm Aircraft | | | *** | | | 2003 | | | |
| No. 39 | | | Firm Aircraft | | | *** | | | 2003 | | | |
| No. 40 | | | Firm Aircraft | | | *** | | | 2003 | | | |
| No. 41 | | | Firm Aircraft | | | *** | | | 2003 | | | |
| No. 42 | | | Firm Aircraft | | | *** | | | 2003 | | | |
| No. 43 | | | Firm Aircraft | | | *** | | | 2003 | | | |
| No. 44 | | | Firm Aircraft | | | *** | | | 2003 | | | |
| No. 45 | | | Firm Aircraft | | | *** | | | 2004 | | | |
| No. 46 | | | Firm Aircraft | | | *** | | | 2004 | | | |
| No. 47 | | | Firm Aircraft | | | *** | | | 2004 | | | |
| No. 48 | | | Firm Aircraft | | | *** | | | 2004 | | | |
| No. 49 | | | Firm Aircraft | | | *** | | | 2004 | | | |
| No. 50 | | | Firm Aircraft | | | *** | | | 2004 | | | |
| No. 51 | | | Firm Aircraft | | | *** | | | 2004 | | | |
| No. 52 | | | Firm Aircraft | | | *** | | | 2004 | | | |
| No. 53 | | | Firm Aircraft | | | *** | | | 2004 | | | |
| No. 54 | | | Firm Aircraft | | | *** | | | 2004 | | | |
| No. 55 | | | Firm Aircraft | | | *** | | | 2004 | | | * |
| No. 56 | | | Firm Aircraft | | | *** | | | 2004 | | | |
| No. 57 | | | Firm Aircraft | | | *** | | | 2004 | | | |
| No. 58 | | | Firm Aircraft | | | *** | | | 2004 | | | |
| No. 59 | | | Firm Aircraft | | | *** | | | 2004 | | | * |
| No. 60 | | | Firm Aircraft | | | *** | | | 2005 | | | |
| No. 61 | | | Firm Aircraft | | | *** | | | 2005 | | | |
| No. 62 | | | Firm Aircraft | | | *** | | | 2005 | | | * |
| No. 63 | | | Firm Aircraft | | | *** | | | 2005 | | | |
| No. 64 | | | Firm Aircraft | | | *** | | | 2005 | | | |
| No. 65 | | | Firm Aircraft | | | *** | | | 2005 | | | |
| No. 66 | | | Firm Aircraft | | | *** | | | 2005 | | | |
| No. 67 | | | Firm Aircraft | | | *** | | | 2005 | | | * |
| No. 68 | | | Firm Aircraft | | | *** | | | 2005 | | | |
| No. 69 | | | Firm Aircraft | | | *** | | | 2005 | | | |
| No. 70 | | | Firm Aircraft | | | *** | | | 2005 | | | |
| No. 71 | | | Firm Aircraft | | | *** | | | 2005 | | | * |
| No. 72 | | | Firm Aircraft | | | *** | | | 2005 | | | |
| No. 73 | | | Firm Aircraft | | | *** | | | 2005 | | | |
| No. 74 | | | Firm Aircraft | | | *** | | | 2005 | | | * |
|
| |
| [***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
3
IAE PROPRIETARY INFORMATION
| | | | | | | | | | | | |
| Rank No. | | | Aircraft | | | Month | | | Year | | | |
| No. 75 | | | Firm Aircraft | | | *** | | | 2005 | | | * |
| No. 76 | | | Firm Aircraft | | | *** | | | 2006 | | | |
| No. 77 | | | Firm Aircraft | | | *** | | | 2006 | | | |
| No. 78 | | | Firm Aircraft | | | *** | | | 2006 | | | * |
| No. 79 | | | Firm Aircraft | | | *** | | | 2006 | | | * |
| No. 80 | | | Firm Aircraft | | | *** | | | 2006 | | | |
| No. 81 | | | Firm Aircraft | | | *** | | | 2006 | | | * |
| No. 82 | | | Firm Aircraft | | | *** | | | 2006 | | | |
| No. 83 | | | Firm Aircraft | | | *** | | | 2006 | | | * |
| No. 84 | | | Firm Aircraft | | | *** | | | 2006 | | | * |
| No. 85 | | | Firm Aircraft | | | *** | | | 2006 | | | |
| No. 86 | | | Firm Aircraft | | | *** | | | 2006 | | | * |
| No. 87 | | | Firm Aircraft | | | *** | | | 2006 | | | * |
| No. 88 | | | Firm Aircraft | | | *** | | | 2006 | | | |
| No. 89 | | | Firm Aircraft | | | *** | | | 2006 | | | * |
| No. 90 | | | Firm Aircraft | | | *** | | | 2006 | | | * |
| No. 91 | | | Firm Aircraft | | | *** | | | 2006 | | | |
| No. 92 | | | Firm Aircraft | | | *** | | | 2007 | | | |
| No. 93 | | | Firm Aircraft | | | *** | | | 2007 | | | |
| No. 94 | | | Firm Aircraft | | | *** | | | 2007 | | | |
| No. 95 | | | Firm Aircraft | | | *** | | | 2007 | | | |
| No. 96 | | | Firm Aircraft | | | *** | | | 2007 | | | |
| No. 97 | | | Firm Aircraft | | | *** | | | 2007 | | | |
| No. 98 | | | Firm Aircraft | | | *** | | | 2007 | | | * |
| No. 99 | | | Firm Aircraft | | | *** | | | 2007 | | | * |
| No. 100 | | | Firm Aircraft | | | *** | | | 2007 | | | * |
| No. 101 | | | Firm Aircraft | | | *** | | | 2007 | | | * |
| No. 102 | | | Firm Aircraft | | | *** | | | 2007 | | | * |
| No. 103 | | | Firm Aircraft | | | *** | | | 2007 | | | * |
| No. 104 | | | Firm Aircraft | | | Year | | | 2008 | | | * |
| No. 105 | | | Firm Aircraft | | | Year | | | 2008 | | | * |
| No. 106 | | | Firm Aircraft | | | Year | | | 2008 | | | * |
| No. 107 | | | Firm Aircraft | | | Year | | | 2008 | | | * |
| No. 108 | | | Firm Aircraft | | | Year | | | 2008 | | | * |
| No. 109 | | | Firm Aircraft | | | Year | | | 2008 | | | * |
| No. 110 | | | Firm Aircraft | | | Year | | | 2008 | | | * |
| No. 111 | | | Firm Aircraft | | | Year | | | 2008 | | | * |
| No. 112 | | | Firm Aircraft | | | Year | | | 2008 | | | * |
| No. 113 | | | Firm Aircraft | | | Year | | | 2008 | | | * |
| No. 114 | | | Firm Aircraft | | | Year | | | 2008 | | | * |
| No. 115 | | | Firm Aircraft | | | Year | | | 2008 | | | * |
| No. 116 | | | Firm Aircraft | | | Year | | | 2009 | | | * |
| No. 117 | | | Firm Aircraft | | | Year | | | 2009 | | | * |
|
| |
| [***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
4
IAE PROPRIETARY INFORMATION
| | | | | | | | | | | | |
| Rank No. | | | Aircraft | | | Month | | | Year | | | |
| No. 118 | | | Firm Aircraft | | | Year | | | 2009 | | | * |
| No. 119 | | | Firm Aircraft | | | Year | | | 2009 | | | * |
| No. 120 | | | Firm Aircraft | | | Year | | | 2009 | | | * |
| No. 121 | | | Firm Aircraft | | | Year | | | 2009 | | | * |
| No. 122 | | | Firm Aircraft | | | Year | | | 2009 | | | * |
| No. 123 | | | Firm Aircraft | | | Year | | | 2009 | | | * |
| No. 124 | | | Firm Aircraft | | | Year | | | 2009 | | | * |
| No. 125 | | | Firm Aircraft | | | Year | | | 2009 | | | * |
| No. 126 | | | Firm Aircraft | | | Year | | | 2009 | | | |
| No. 127 | | | Firm Aircraft | | | Year | | | 2009 | | | |
| No. 128 | | | Firm Aircraft | | | Year | | | 2009 | | | |
| No. 129 | | | Firm Aircraft | | | Year | | | 2009 | | | |
| No. 130 | | | Firm Aircraft | | | Year | | | 2009 | | | |
| No. 131 | | | Firm Aircraft | | | Year | | | 2009 | | | |
| No. 132 | | | Firm Aircraft | | | Year | | | 2010 | | | * |
| No. 133 | | | Firm Aircraft | | | Year | | | 2010 | | | * |
| No. 134 | | | Firm Aircraft | | | Year | | | 2010 | | | * |
| No. 135 | | | Firm Aircraft | | | Year | | | 2010 | | | * |
| No. 136 | | | Firm Aircraft | | | Year | | | 2010 | | | * |
| No. 137 | | | Firm Aircraft | | | Year | | | 2010 | | | * |
| No. 138 | | | Firm Aircraft | | | Year | | | 2010 | | | * |
| No. 139 | | | Firm Aircraft | | | Year | | | 2010 | | | * |
| No. 140 | | | Firm Aircraft | | | Year | | | 2010 | | | * |
| No. 141 | | | Firm Aircraft | | | Year | | | 2010 | | | * |
| No. 142 | | | Firm Aircraft | | | Year | | | 2010 | | | |
| No. 143 | | | Firm Aircraft | | | Year | | | 2010 | | | |
| No. 144 | | | Firm Aircraft | | | Year | | | 2010 | | | |
| No. 145 | | | Firm Aircraft | | | Year | | | 2010 | | | |
| No. 146 | | | Firm Aircraft | | | Year | | | 2010 | | | |
| No. 147 | | | Firm Aircraft | | | Year | | | 2010 | | | |
| No. 148 | | | Firm Aircraft | | | Year | | | 2010 | | | |
| No. 149 | | | Firm Aircraft | | | Year | | | 2010 | | | |
| No. 150 | | | Firm Aircraft | | | Year | | | 2011 | | | * |
| No. 151 | | | Firm Aircraft | | | Year | | | 2011 | | | * |
| No. 152 | | | Firm Aircraft | | | Year | | | 2011 | | | * |
| No. 153 | | | Firm Aircraft | | | Year | | | 2011 | | | * |
| No. 154 | | | Firm Aircraft | | | Year | | | 2011 | | | * |
| No. 155 | | | Firm Aircraft | | | Year | | | 2011 | | | * |
| No. 156 | | | Firm Aircraft | | | Year | | | 2011 | | | |
| No. 157 | | | Firm Aircraft | | | Year | | | 2011 | | | |
| No. 158 | | | Firm Aircraft | | | Year | | | 2011 | | | |
| No. 159 | | | Firm Aircraft | | | Year | | | 2011 | | | |
|
5
IAE PROPRIETARY INFORMATION
| | | | | | | | | | | | |
| Rank No. | | | Aircraft | | | Month | | | Year | | | |
| No. 160 | | | Firm Aircraft | | | Year | | | 2011 | | | |
| No. 161 | | | Firm Aircraft | | | Year | | | 2011 | | | |
| No. 162 | | | Firm Aircraft | | | Year | | | 2011 | | | * |
| No. 163 | | | Firm Aircraft | | | Year | | | 2011 | | | |
| No. 164 | | | Firm Aircraft | | | Year | | | 2011 | | | * |
| No. 165 | | | Firm Aircraft | | | Year | | | 2011 | | | * |
| No. 166 | | | Firm Aircraft | | | Year | | | 2011 | | | * |
| No. 167 | | | Firm Aircraft | | | Year | | | 2011 | | | * |
| No. 168 | | | Firm Aircraft | | | Year | | | 2012 | | | |
| No. 169 | | | Firm Aircraft | | | Year | | | 2012 | | | |
| No. 170 | | | Firm Aircraft | | | Year | | | 2012 | | | |
| No. 171 | | | Firm Aircraft | | | Year | | | 2012 | | | |
| No. 172 | | | Firm Aircraft | | | Year | | | 2012 | | | |
| No. 173 | | | Firm Aircraft | | | Year | | | 2012 | | | |
|
2004 Option Aircraft
| | | | | | | | | | | | |
| Rank No. | | | Aircraft | | | Month | | | Year | | | |
| No. 174 | | | Option Aircraft | | | Year | | | 2008 | | | |
| No. 175 | | | Option Aircraft | | | Year | | | 2008 | | | |
| No. 176 | | | Option Aircraft | | | Year | | | 2009 | | | |
| No. 177 | | | Option Aircraft | | | Year | | | 2009 | | | |
| No. 178 | | | Option Aircraft | | | Year | | | 2010 | | | |
| No. 179 | | | Option Aircraft | | | Year | | | 2010 | | | |
| No. 180 | | | Option Aircraft | | | Year | | | 2011 | | | |
| No. 181 | | | Option Aircraft | | | Year | | | 2011 | | | |
| No. 182 | | | Option Aircraft | | | Year | | | 2011 | | | |
| No. 183 | | | Option Aircraft | | | Year | | | 2011 | | | |
| No. 184 | | | Option Aircraft | | | Year | | | 2011 | | | |
| No. 185 | | | Option Aircraft | | | Year | | | 2011 | | | |
| No. 186 | | | Option Aircraft | | | Year | | | 2011 | | | |
| No. 187 | | | Option Aircraft | | | Year | | | 2011 | | | |
| No. 188 | | | Option Aircraft | | | Year | | | 2011 | | | |
|
Option Aircraft to be delivered after December 31, 2011 are subject to IAE and Airbus SAS concurrence on extension of the current purchase agreement between the parties.
| | | | | | | | | | | | |
| Rank No. | | | Aircraft | | | Month | | | Year | | | |
| No. 189 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 190 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 191 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 192 | | | Option Aircraft | | | Year | | | 2012 | | | |
|
6
IAE PROPRIETARY INFORMATION
| | | | | | | | | | | | |
| Rank No. | | | Aircraft | | | Month | | | Year | | | |
| No. 193 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 194 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 195 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 196 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 197 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 198 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 199 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 200 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 201 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 202 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 203 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 204 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 205 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 206 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 207 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 208 | | | Option Aircraft | | | Year | | | 2012 | | | |
| No. 209 | | | Option Aircraft | | | Year | | | 2013 | | | |
| No. 210 | | | Option Aircraft | | | Year | | | 2013 | | | |
| No. 211 | | | Option Aircraft | | | Year | | | 2013 | | | |
| No. 212 | | | Option Aircraft | | | Year | | | 2013 | | | |
| No. 213 | | | Option Aircraft | | | Year | | | 2013 | | | |
| No. 214 | | | Option Aircraft | | | Year | | | 2013 | | | |
| No. 215 | | | Option Aircraft | | | Year | | | 2013 | | | |
| No. 216 | | | Option Aircraft | | | Year | | | 2013 | | | |
| No. 217 | | | Option Aircraft | | | Year | | | 2013 | | | |
| No. 218 | | | Option Aircraft | | | Year | | | 2013 | | | |
| No. 219 | | | Option Aircraft | | | Year | | | 2013 | | | |
| No. 220 | | | Option Aircraft | | | Year | | | 2013 | | | |
| No. 221 | | | Option Aircraft | | | Year | | | 2013 | | | |
| No. 222 | | | Option Aircraft | | | Year | | | 2013 | | | |
| No. 223 | | | Option Aircraft | | | Year | | | 2013 | | | |
|
Leased Aircraft
| | | | | | | | | |
| Year | | | Number | | | Delivery Dates |
| 1999 | | | | | 1 | | | | *** |
| 2000 | | | | | 3 | | | | *** |
| 2001 | | | | | 4 | | | | *** |
| 2003 | | | | | 1 | | | | *** |
| 2004 | | | | | 1 | | | | *** |
|
| |
| [***] | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
7
