EXHIBIT 10.1(l)
Amendment No. 23
to the A320 Purchase Agreement
Dated as of April 20, 1999
between
AVSA, S.A.R.L.
and
JetBlue Airways Corporation
This Amendment No. 23 (hereinafter referred to as the "Amendment") is entered
into as of March 31, 2005, between AVSA, S.A.R.L., a societe a responsabilite
limitee organized and existing under the laws of the Republic of France, having
its registered office located at ▇, ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇ (hereinafter referred to as the "Seller"), and JetBlue Airways
Corporation, a corporation organized and existing under the laws of the State of
Delaware, United States of America, having its principal corporate offices
located ▇▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
(hereinafter referred to as the "Buyer").
WITNESSETH
WHEREAS, the Buyer and the Seller entered into an A320 Purchase Agreement, dated
as of April 20, 1999, relating to the sale by the Seller and the purchase by the
Buyer of certain Airbus A320-200 aircraft (the "Aircraft"), including
twenty-five option aircraft (the "Option Aircraft"), which, together with all
Exhibits, Appendixes and Letter Agreements attached thereto and as amended by
Amendment No. 1, dated as of September 30, 1999, Amendment No. 2, dated as of
March 13, 2000, Amendment No. 3, dated as of March 29, 2000, Amendment No. 4,
dated as of September 29, 2000, Amendment No. 5 dated as of November 7, 2000,
Amendment No. 6 dated as of November 20, 2000, Amendment No. 7 dated as of
January 29 2001, Amendment No. 8 dated as of May 3, 2001, Amendment No. 9 dated
as of July 18, 2001, Amendment No. 10 dated as of November 16, 2001, Amendment
No. 11 dated as of December 31, 2001, Amendment No. 12 dated as of April 19,
2002, Amendment No. 13 dated as of November 22, 2002, Amendment No. 14 dated as
of December 18, 2002 and Amendment No. 15 dated as of February 10, 2003,
Amendment No. 16 dated as of April 23, 2003, Amendment No. 17 dated as of
October 1, 2003, Amendment No. 18 dated as of November 12, 2003, Amendment No.
19 dated as of June 4, 2004, Amendment No. 20 dated as of June 7, 2004,
Amendment No. 21 dated as of November, 19, 2004 and Amendment No. 22 dated as of
February 17, 2005 is hereinafter called the "Agreement."
JetBlue -- A320 -- AVSA AM No. 23-1
March 31, 2005
WHEREAS the Seller and the Buyer have agreed to amend Clause 21 of the
Agreement,
NOW, THEREFORE, IT IS AGREED AS FOLLOWS
1. DEFINITIONS
1.1 Capitalized terms used herein and not otherwise defined herein will
have the meanings assigned to them in the Agreement. The terms
"herein," "hereof" and "hereunder" and words of similar import refer to
this Amendment.
2. AMENDMENTS
2.1 TERMINATION EVENTS
2.1.1 Paragraph 17 of clause 21.1.1 of the Agreement is hereby replaced by
the text in following quoted provision:
QUOTE
(17) Deleted
UNQUOTE
3. EFFECT OF THE AMENDMENT
The Agreement will be deemed amended to the extent herein provided,
and, except as specifically amended hereby, will continue in full force
and effect in accordance with its original terms. This Amendment
supersedes any previous understandings, commitments, or representations
whatsoever, whether oral or written, related to the subject matter of
this Amendment.
Both parties agree that this Amendment will constitute an integral,
nonseverable part of the Agreement and be governed by its provisions,
except that if the Agreement and this Amendment have specific
provisions that are inconsistent, the specific provisions contained in
this Amendment will govern.
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March 31, (2)005
4. CONFIDENTIALITY
This Amendment is subject to the confidentiality provisions set forth
in Clause 22.5 of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers or agents on the dates
written below.
AVSA, S.A.R.L.
By: /s/ ▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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Its: Chief Executive Officer
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Date: March 31, 2005
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JETBLUE AIRWAYS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: Senior Vice President
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Date: April 4, 2005
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JctBlue -- A320 -- AVSA AM No. 23-3
March 31, 2005