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 11 th, 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.

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.

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.

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

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:

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

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.

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

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.

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

Exhibit 10.6(f)

Exhibit 10.6(f)
APPENDIX 1
AMENDED AND RESTATED SCHEDULE 1
Appendix 1
to
Amendment No. 6
Amended and Restated
Schedule 1

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

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

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

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

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

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

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)

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

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

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

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 [***].

Exhibit 10.6(f)
LETTER AGREEMENT NO. 5H
As of April 11 th, 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 20 th 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) [***]

Exhibit 10.6(f)
hereinafter referred to as the “Specification” without taking into account any further changes thereto as provided in the Agreement.
2 [***]
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5 [***]
6 [***]
7 [***]
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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