EX-10.6(J) 13 exhibit106jairbus-amendmen.htm EX-10.6(J) Exhibit 10.6(j) Airbus - Amendment No. 10
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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[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
Exhibit 10.6(j)
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
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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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TOTAL SCN budget(**) per
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(*) 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).
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Exhibit 10.6(j)
APPENDIX 6
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