EX-10.6(F) 9 exhibit106fairbus-amendmen.htm EX-10.6(F)

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

1.1			Clause 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.

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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

5.1			The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402135 is hereby amended from [***] 2018 to [***] 2019.

5.2			The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402136 is hereby amended from [***] 2018 to [***] 2019.

5.3			The Scheduled Delivery Period for the Incremental A321 NEO Aircraft bearing CACiD number 10002778 is hereby amended from [***] 2018 to [***] 2019.

5.4			The Scheduled Delivery Period for the Additional A321 Aircraft bearing CACiD number 10054097 is hereby amended from [***] 2019 to [***] 2018.

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Exhibit 10.6(f)

5.5			The Scheduled Delivery Period for the Additional A321 Aircraft bearing CACiD number 10054098 is hereby amended from [***] 2019 to [***] 2018.

5.6			The Scheduled Delivery Period for the Additional A321 Aircraft bearing CACiD number 10054099 is hereby amended from [***] 2019 to [***] 2018.

5.7			The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402138 is hereby amended from [***] 2019 to [***] 2023.

5.8			The Scheduled Delivery Period for the Converted A321 NEO Aircraft bearing CACiD number 402133 is hereby amended from [***] 2019 to [***] 2023.

5.9			The 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.

5.11			It shall be the Buyer’s sole responsibility to ensure, without any intervention necessary from the Seller, that all of the BFE Suppliers are notified of and accept the rescheduling set forth in Clauses 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.

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Exhibit 10.6(f)

5.12			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 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

7.1			Letter 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.

7.2			Clause 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

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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:

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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

•			treasury@jetblue.com.

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

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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

8.1			Any and all Predelivery Payments [***] described in Clauses 5.1 to 5.9 herein [***].

8.2			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:

QUOTE

8.6			[***]

8.7			[***]

UNQUOTE

8.3			Notwithstanding 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.

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Exhibit 10.6(f)

8.4			The 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

8.5			Clause 8.9 of Amendment No. 4 to the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

8.9.1			The Buyer hereby irrevocably selects IAE V2533-A5 engines as the Propulsion System for all Additional A321 Aircraft delivering until [***].

8.9.2			The 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

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Exhibit 10.6(f)

8.6			Part 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			[***].

8.8			With 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 [***].

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.

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Exhibit 10.6(f)

10			CONFIDENTIALITY

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.

12			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.

13			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

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Exhibit 10.6(f)

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Exhibit 10.6(f)

APPENDIX 1

AMENDED AND RESTATED SCHEDULE 1

Appendix 1

to

Amendment No. 6

Amended and Restated

Schedule 1

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Exhibit 10.6(f)

			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

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Exhibit 10.6(f)

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
36			10002752			157			Incremental A321 Aircraft			[***]			2015

			CACiD No.			Aircraft Rank No.			Type			Scheduled Delivery Month/Quarter			Scheduled Delivery Year
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

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Exhibit 10.6(f)

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
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

			CACiD No.			Aircraft Rank No.			Type			Scheduled Delivery Month/Quarter			Scheduled Delivery Year
73			402 132			179			Converted A321 NEO Aircraft			[***]			2019
74			10002778			184			Incremental A321 NEO Aircraft			[***]			2019
75			402 137			185			Converted A321 NEO Aircraft			[***]			2019
76			402 135			182			Converted A321 NEO Aircraft			[***]			2019
77			402 136			183			Converted A321 NEO Aircraft			[***]			2019
78			10002779			190			Incremental A321 NEO Aircraft			[***]			2019
79			10002780			191			Incremental A321 NEO Aircraft			[***]			2019
80			402 134			181			Converted A321 NEO Aircraft			[***]			2019
81			402 141			189			Converted A321 NEO Aircraft			[***]			2019
82			402 140			188			Converted A321 NEO Aircraft			[***]			2019
83			10002782			193			Incremental A321 NEO Aircraft			[***]			2019
84			10002783			194			Incremental A321 NEO Aircraft			[***]			2019

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Exhibit 10.6(f)

85			10002784			195			Incremental A321 NEO Aircraft			[***]			2019
86			10002781			192			Incremental A321 NEO Aircraft			[***]			2019
87			10002785			196			Incremental A321 NEO Aircraft			[***]			2019
88			10002786			197			Incremental A321 NEO Aircraft			[***]			2019
89			10002787			198			Incremental A321 NEO Aircraft			[***]			2019
90			10002788			199			Incremental A321 NEO Aircraft			[***]			2019
91			10002756			200			A321 NEO Aircraft			[***]			2020
92			10002760			201			A321 NEO Aircraft			[***]			2020
93			10002764			202			A321 NEO Aircraft			[***]			2020
94			10002789			203			Incremental A321 NEO Aircraft			[***]			2020
95			10002790			204			Incremental A321 NEO Aircraft			[***]			2020
96			10002791			205			Incremental A321 NEO Aircraft			[***]			2020
97			10002792			206			Incremental A321 NEO Aircraft			[***]			2020
98			10054124			264			Additional A321 NEO Aircraft			[***]			2020
99			10009793			207			Incremental A321 NEO Aircraft			[***]			2020
100			10002794			208			Incremental A321 NEO Aircraft			[***]			2020
101			402 142			209			A320 NEO Aircraft			[***]			2020
102			402 143			210			A320 NEO Aircraft			[***]			2020
103			10054125			265			Additional A321 NEO Aircraft			[***]			2020
104			402 144			211			A320 NEO Aircraft			[***]			2020
105			402 145			212			A320 NEO Aircraft			[***]			2020
106			402 146			213			A320 NEO Aircraft			[***]			2020
107			402 147			214			A320 NEO Aircraft			[***]			2020
108			10054126			266			Additional A321 NEO Aircraft			[***]			2020

			CACiD No.			Aircraft Rank No.			Type			Scheduled Delivery Month/Quarter			Scheduled Delivery Year
109			402 151			215			A320 NEO Aircraft			[***]			2021
110			402 152			216			A320 NEO Aircraft			[***]			2021
111			402 153			217			A320 NEO Aircraft			[***]			2021
112			402 154			218			A320 NEO Aircraft			[***]			2021
113			10054127			267			Additional A321 NEO Aircraft			[***]			2021
114			402 155			219			A320 NEO Aircraft			[***]			2021

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Exhibit 10.6(f)

115			402 156			220			A320 NEO Aircraft			[***]			2021
116			402 157			221			A320 NEO Aircraft			[***]			2021
117			402 158			222			A320 NEO Aircraft			[***]			2021
118			10054128			268			Additional A321 NEO Aircraft			[***]			2021
119			402 159			223			A320 NEO Aircraft			[***]			2021
120			402 160			224			A320 NEO Aircraft			[***]			2021
121			402 161			225			A320 NEO Aircraft			[***]			2021
122			402 162			226			A320 NEO Aircraft			[***]			2021
123			10054129			269			Additional A321 NEO Aircraft			[***]			2021
124			402 163			227			A320 NEO Aircraft			[***]			2021
125			402 164			228			A320 NEO Aircraft			[***]			2021
126			402 165			229			A320 NEO Aircraft			[***]			2021
127			402 166			230			A320 NEO Aircraft			[***]			2021
128			10054130			270			Additional A321 NEO Aircraft			[***]			2021
129			402 148			231			A320 NEO Aircraft			[***]			2022
130			402 149			232			A320 NEO Aircraft			[***]			2022
131			402 150			233			A320 NEO Aircraft			[***]			2022
132			10002765			234			A321 NEO Aircraft			[***]			2022
133			10054131			271			Additional A321 NEO Aircraft			[***]			2022
134			10002766			235			A321 NEO Aircraft			[***]			2022
135			10002767			236			A321 NEO Aircraft			[***]			2022
136			10002768			237			A321 NEO Aircraft			[***]			2022
137			10002769			238			A321 NEO Aircraft			[***]			2022
138			10054132			272			Additional A321 NEO Aircraft			[***]			2022
139			10002773			239			A321 NEO Aircraft			[***]			2022
140			10002774			240			A321 NEO Aircraft			[***]			2022
141			402 127			241			A321 NEO Aircraft			[***]			2022
142			402 128			242			A321 NEO Aircraft			[***]			2022
143			10054133			273			Additional A321 NEO Aircraft			[***]			2022
144			402 129			243			A321 NEO Aircraft			[***]			2022

CACiD No.

Aircraft Rank No.

Type

Scheduled Delivery Month/Quarter

Scheduled Delivery Year

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Exhibit 10.6(f)

145			402 130			244			A321 NEO Aircraft			[***]			2022
146			402 131			245			A321 NEO Aircraft			[***]			2022
147			10002775			246			Incremental A321 NEO Aircraft			[***]			2022
148			10054134			274			Additional A321 NEO Aircraft			[***]			2022
149			10002776			247			Incremental A321 NEO Aircraft			[***]			2023
150			10054135			275			Additional A321 NEO Aircraft			[***]			2023
151			402 138			186			Converted A321 NEO Aircraft			[***]			2023
152			10054136			276			Additional A321 NEO Aircraft			[***]			2023
153			402 133			180			Converted A321 NEO Aircraft			[***]			2023
154			10002777			248			Incremental A321 NEO Aircraft			[***]			2023
155			10054137			277			Additional A321 NEO Aircraft			[***]			2023
156			10054138			278			Additional A321 NEO Aircraft			[***]			2023
157			402 139			187			Converted A321 NEO Aircraft			[***]			2023

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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)

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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 5			CFM 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.

5.2			REFERENCE 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

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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

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3.			5.5    GENERAL PROVISIONS
5.5.1						Roundings

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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).

5.5.2			Final Index Values

The revised Reference Price at the date of Aircraft Delivery shall not be subject to any further adjustments in the indexes.

5.5.3			Interruption 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.

5.5.4			Annulment of Formula

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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.

5.5.5			Limitations

Should the ratio [***].

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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)    [***]

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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.

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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