[AIRBUS LOGO]

Amendment No. 15

to the A320 Purchase Agreement
Dated as of April 20, 1999

between

AVSA, S.A.R.L.

and

JetBlue Airways Corporation

        This Amendment No. 15 (hereinafter referred to as the "Amendment") is entered into as of February     , 2003, between AVSA, S.A.R.L., a societé â responsibilité limitée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (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 118-29 Queens Boulevard, 5th Floor, Forest Hills, New York 11375 USA (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 and Amendment No. 14 dated as of December 18, 2002 is hereinafter called the "Agreement."

        WHEREAS the Buyer desires to firmly order and accelerate two (2) option aircraft (the "Amendment No. 15 Exercised Options")

        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.    DELIVERY SCHEDULE

        2.1  The Buyer hereby exercises its option under Paragraph 2.1 of Letter Agreement No. 4 to the Agreement to firmly order:


 
   
[***]   Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

        2.2  As a consequence of the option exercise and the rescheduling of Aircraft, the delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby canceled and replaced by the following quoted provisions:

        QUOTE:

CAC Id No.
  Rank No.
  Aircraft
  Delivery
41 199   No. 1   Firm Aircraft   [***] 2000
41 200   No. 2   Firm Aircraft   [***] 2000
41 203   No. 3   Firm Aircraft   [***] 2000
41 201   No. 4   Firm Aircraft   [***] 2000
41 202   No. 5   Firm Aircraft   [***] 2000
41 204   No. 6   Firm Aircraft   [***] 2000

41 205

 

No. 7

 

Firm Aircraft

 

[***] 2001
41 206   No. 8   Firm Aircraft   [***] 2001
41 210   No. 9   Firm Aircraft   [***] 2001
41 207   No. 10   Firm Aircraft   [***] 2001
41 208   No. 11   Firm Aircraft   [***] 2001
41 209   No. 12   Firm Aircraft   [***] 2001
41 228   No. 13   Firmly Ordered Option Aircraft   [***] 2001

41 211

 

No. 14

 

Firm Aircraft

 

[***] 2002
41 212   No. 15   Firm Aircraft   [***] 2002
41 218   No. 16   Firm Aircraft   [***] 2002
41 224   No. 17   Firmly Ordered Option Aircraft   [***] 2002
41 227   No. 18   Firmly Ordered Option Aircraft   [***] 2002
41 225   No. 19   Firmly Ordered Option Aircraft   [***] 2002
41 213   No. 20   Firm Aircraft   [***] 2002
41 214   No. 21   Firm Aircraft   [***] 2002
41 234   No. 22   Amendment No. 11 Exercised Option   [***] 2002
41 215   No. 23   Firm Aircraft   [***] 2002
41 216   No. 24   Firm Aircraft   [***] 2002
41 217   No. 25   Firm Aircraft   [***] 2002
124 965   No. 26   Amendment No. 12 Exercised Option   [***] 2002
41 235   No. 27   Amendment No. 11 Exercised Option   [***] 2002
41 220   No. 28   Firm Aircraft   [***] 2002
41 219   No. 29   Firm Aircraft   [***] 2002

41 236

 

No. 30

 

Amendment No. 11 Exercised Option

 

[***] 2003
104 399   No. 31   New Firm A320 Aircraft   [***] 2003
41 237   No. 32   Amendment No. 11 Exercised Option   [***] 2003
124 966   No. 33   Amendment No. 12 Exercised Option   [***] 2003
41 221   No. 34   Firm Aircraft   [***] 2003
41 238   No. 35   Amendment No. 11 Exercised Option   [***] 2003
41 222   No. 36   Firm Aircraft   [***] 2003
104 400   No. 37   New Firm A320 Aircraft   [***] 2003
104 401   No. 38   New Firm A320 Aircraft   [***] 2003
41 223   No. 39   Firm Aircraft   [***] 2003
104 402   No. 40   New Firm A320 Aircraft   [***] 2003

 
   
[***]   Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

2


104 443   No. 41   Amendment No. 15 Exercised Option   [***] 2003
104 403   No. 42   New Firm A320 Aircraft   [***] 2003
124 964   No. 43   Amendment No. 15 Exercised Option   [***] 2003
41 226   No. 44   Firmly Ordered Option Aircraft   [***] 2004
111 579   No. 45   Amendment No. 11 Exercised Option   [***] 2004
41 245   No. 46   Firmly Ordered Option Aircraft   [***] 2004
41 246   No. 47   Firmly Ordered Option Aircraft   [***] 2004
41 229   No. 48   Amendment No. 11 Exercised Option   [***] 2004
41 247   No. 49   Firmly Ordered Option Aircraft   [***] 2004
41 248   No. 50   Firmly Ordered Option Aircraft   [***] 2004
104 404   No. 51   New Firm A320 Aircraft   [***] 2004
104 405   No. 52   New Firm A320 Aircraft   [***] 2004
42 230   No. 53   Amendment No. 11 Exercised Option   [***] 2004
104 406   No. 54   New Firm A320 Aircraft   [***] 2004
104 407   No. 55   New Firm A320 Aircraft   [***] 2004
104 408   No. 56   New Firm A320 Aircraft   [***] 2004

104 409

 

No. 57

 

New Firm A320 Aircraft

 

[***] 2005
41 232   No. 58   Amendment No. 11 Exercised Option   [***] 2005
104 410   No. 59   New Firm A320 Aircraft   [***] 2005
104 411   No. 60   New Firm A320 Aircraft   [***] 2005
41 233   No. 61   Amendment No. 11 Exercised Option   [***] 2005
104 412   No. 62   New Firm A320 Aircraft   [***] 2005
104 413   No. 63   New Firm A320 Aircraft   [***] 2005
104 414   No. 64   New Firm A320 Aircraft   [***] 2005
104 415   No. 65   New Firm A320 Aircraft   [***] 2005
104 416   No. 66   New Firm A320 Aircraft   [***] 2005
104 417   No. 67   New Firm A320 Aircraft   [***] 2005
104 418   No. 68   New Firm A320 Aircraft   [***] 2005

104 419

 

No. 69

 

New Firm A320 Aircraft

 

[***] 2006
104 420   No. 70   New Firm A320 Aircraft   [***] 2006
104 421   No. 71   New Firm A320 Aircraft   [***] 2006
104 422   No. 72   New Firm A320 Aircraft   [***] 2006
104 423   No. 73   New Firm A320 Aircraft   [***] 2006

104 424

 

No. 74

 

New Firm A320 Aircraft

 

[***] 2007
104 425   No. 75   New Firm A320 Aircraft   [***] 2007
104 426   No. 76   New Firm A320 Aircraft   [***] 2007
104 427   No. 77   New Firm A320 Aircraft   [***] 2007
104 428   No. 78   New Firm A320 Aircraft   [***] 2007

41 231

 

No. 79

 

Option Aircraft

 

[***] 2004

 
   
[***]   Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3



124 967

 

No. 80

 

Amendment No. 11 Additional Option

 

[***] 2005
124 968   No. 81   Amendment No. 11 Additional Option   [***] 2005

124 959

 

No. 82

 

Amendment No. 11 Additional Option

 

[***] 2006
124 960   No. 83   Amendment No. 11 Additional Option   [***] 2006
124 961   No. 84   Amendment No. 11 Additional Option   [***] 2006
124 962   No. 85   Amendment No. 11 Additional Option   [***] 2006
124 963   No. 86   Amendment No. 11 Additional Option   [***] 2006
41 239   No. 87   Option Aircraft   [***] 2006
41 240   No. 88   Option Aircraft   [***] 2006

41 241

 

No. 89

 

Option Aircraft

 

[***] 2007
41 242   No. 90   Option Aircraft   [***] 2007
41 243   No. 91   Option Aircraft   [***] 2007
41 244   No. 92   Option Aircraft   [***] 2007
69 719   No. 93   A320 Additional Option Aircraft   [***] 2007
69 720   No. 94   A320 Additional Option Aircraft   [***] 2007
69 721   No. 95   A320 Additional Option Aircraft   [***] 2007

69 722

 

No. 96

 

A320 Additional Option Aircraft

 

[***] 2008
69 723   No. 97   A320 Additional Option Aircraft   [***] 2008
69 724   No. 98   A320 Additional Option Aircraft   [***] 2008
69 725   No. 99   A320 Additional Option Aircraft   [***] 2008
96 459   No. 100   A320 Additional Option Aircraft   [***] 2008
104 439   No. 101   Incremental A320 Option Aircraft   [***] 2008
104 440   No. 102   Incremental A320 Option Aircraft   [***] 2008
104 441   No. 103   Incremental A320 Option Aircraft   [***] 2008
104 442   No. 104   Incremental A320 Option Aircraft   [***] 2008

        UNQUOTE

3.    PREDELIVERY PAYMENTS

        3.1  Upon signature of this Amendment, the Buyer will pay the Seller all Predelivery Payments as provided in the Agreement due as a result of the option exercise and rescheduling set forth in Paragraph 2. Consequently, an amount of [***] by the Buyer to the Seller.

        3.2  [***]

4.    [***]

        [***]


 
   
[***]   Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

4


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 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.

6.    CONFIDENTIALITY

        This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the Agreement.

7.    ASSIGNMENT

        Notwithstanding any other provision of this Amendment or of the Agreement, this Amendment will not be assigned or transferred in any manner without prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 7 will be void and of no force or effect.

5


        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/  
MICHELE LASCAUX      
Michele Lascaux

 

 

Its:

 

Director Contracts

    Date:       
JETBLUE AIRWAYS CORPORATION    

By:

 

/s/ THOMAS ANDERSON


 

 
Its:   Vice President
   
Date:   2/10/03
   

Source: OneCLE Business Contracts.