[LETTERHEAD]


18 May 2001

JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820
Attention: Vice President and Treasurer

Subject: Side letter No. 6 to the V2500 General Terms of Sale Agreement between
         JetBlue Airways Corporation and IAE International Aero Engines AG
         dated May 4, 1999

Ladies and Gentlemen:

We refer to the V2500 General Terms of Sale Agreement between JetBlue Airways
Corporation ("JetBlue") and IAE International Aero Engines AG ("IAE") dated
May 4, 1999 (the "Agreement"). Capitalized terms used herein which are not
otherwise defined shall have the same meaning as those given to them in the
Agreement.

This Side Letter No. 6 describes certain additional Purchased Item scheduling
flexibility and payment terms.

1        The definition of "Aircraft" set forth in Clause 1.1 of the Contract
         is removed in its entirety and replaced by the following new
         Clause 1.1 as follows:

         "1.1     "Aircraft" shall mean (i) the thirty-three (33) new Airbus
                  A320-200 aircraft each powered by V2527-A5 Propulsion Systems
                  bearing Rank No. 1 through 33 in the delivery schedule
                  attached as Exhibit B-1 hereto (the "Firm First Deal
                  Aircraft"), (ii) the thirty (30) new Airbus A320-200 aircraft
                  each powered by V2527-A5 Propulsion Systems bearing Rank No.
                  34 through 63 in the delivery schedule attached as Exhibit B-1
                  hereto (the "Firm Second Deal Aircraft; together with the
                  Firm First Deal Aircraft, the "Firm Aircraft"), (iii)
                  JetBlue's option to purchase thirty (30) new Airbus A320
                  family aircraft each powered by V2500-A5 Propulsion Systems
                  (the "Option A320 Aircraft"), and (iv) and reserve options to
                  purchase thirty (30) new Airbus A320 family aircraft each
                  powered by V2500-A5 Propulsion Systems (the "Reserve Option
                  Aircraft;" together with the Option A320 Aircraft, the "Option
                  Aircraft"), all for delivery as set forth in Exhibit B-1 to
                  this Contract."


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2.       Exhibit B to the Contract is removed in its entirety and replaced by
         new Exhibit B attached hereto.

3.       Exhibits D-4 through D-9 of the Contract are replaced in their entirety
         by new Exhibits D-4 through D-9 attached hereto.

4.       Clause 2.2.2 of the Contract is removed in its entirety and replaced by
         the following new Clause 2.2.2 as follows:

         "2.2.2   JetBlue hereby places a firm and unconditional order with IAE
                  for the purchase of a minimum of eleven (11) new V2527-A5
                  spare Engines (the "Firm Spare Engines") for delivery
                  according to the schedule set forth in Exhibit B-2 to this
                  Contract."

5.       Sections 1, 2 and 3 to Side Letter No. 1 to the Contract are replaced
         in their entirety by new Sections 1 and 2 as follows:

"1.      FLEET INTRODUCTORY ASSISTANCE CREDIT

         1.1      To assist JetBlue with the introduction of the Firm Aircraft
                  into its fleet, IAE will issue a credit to JetBlue's account
                  with IAE in the amount of U.S.[****] per A320 aircraft for
                  each of the Firm First Deal Aircraft purchased by JetBlue and
                  U.S.[****] per A320 aircraft for each of the Firm Second
                  Deal Aircraft purchased by JetBlue.

         1.2      Each such credit will be issued upon delivery to and
                  acceptance by JetBlue of the corresponding Firm Aircraft.

         1.3      Furthermore, each such credit shall be escalated using the IAE
                  Escalation formula set forth in Exhibit B-2 to the Contract
                  from a base month of January 1999 with respect to the Firm
                  First Deal Aircraft and January 2000 with respect to the Firm
                  Second Deal Aircraft, to the earlier of: (a) the scheduled
                  delivery set forth in Exhibit B-1 to the Contract of the
                  corresponding Firm Aircraft; or (b) the actual delivery date
                  of the corresponding Firm Aircraft.

         1.4      Each such credit described in Clause 1.1 may be used by
                  JetBlue towards the purchase of V2500 Spare Parts, tooling and
                  services from IAE, but unless JetBlue provides written notice
                  to IAE at least ninety (90) days prior to delivery of each
                  applicable Firm Aircraft, the total amount of such credit
                  available for such Aircraft shall be assigned to the Aircraft
                  Manufacturer to be applied toward the payment for the
                  Propulsion Systems for such Firm Aircraft. The net aircraft
                  price (which shall include the available Aircraft
                  Manufacturer's credit applicable to such Aircraft) of


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                  any Aircraft to be financed by IAE shall reflect the full
                  amount of any IAE credit available for such Aircraft.

         1.5      In the event any credit, or portion thereof, under Clause 1.4
                  is assigned to the Aircraft Manufacturer, JetBlue acknowledges
                  that the credit shall not vest in the Aircraft Manufacturer
                  until delivery to and acceptance by JetBlue of the respective
                  Firm Aircraft.

2.       FLEET EXPANSION ASSISTANCE CREDIT

         2.1      To assist JetBlue with the expansion of its V2500-A5 powered
                  A320 family fleet, IAE will issue a credit to JetBlue's
                  account with IAE in the amount of U.S.[****] per aircraft
                  for each of the V2524-A5 powered A319 Option Aircraft
                  purchased by JetBlue, a credit of U.S.[****] per aircraft
                  for each of the V2527-A5 powered A320 Option Aircraft
                  purchased by JetBlue, and a credit of U.S.[****] per
                  aircraft for each of the V2533-A5 powered A321-200 Option
                  Aircraft purchased by JetBlue.

         2.2      Each such credit will be issued upon delivery to and
                  acceptance by JetBlue of the corresponding Option Aircraft.

         2.3      Furthermore, each such credit shall be escalated using the IAE
                  Escalation formula set forth in Exhibit B-2 to the Contract
                  from a base month of January 2000, to the earlier of: (a) the
                  scheduled delivery set forth in Exhibit B-1 to the Contract of
                  the corresponding Option Aircraft; or (b) the actual delivery
                  date of the corresponding Option Aircraft.

         2.4      Each such credit described in Clause 2.1 may be used by
                  JetBlue towards the purchase of V2500 Spare Parts, tooling and
                  services from IAE, but unless JetBlue provides written notice
                  to IAE at least ninety (90) days prior to delivery of each
                  applicable Option Aircraft, the total amount of such credit
                  available for such Aircraft shall be assigned to the Aircraft
                  Manufacturer to be applied toward the payment for the
                  Propulsion Systems for such Option Aircraft.

         2.5      In the event any credit, or portion thereof, under this Clause
                  2.4 is assigned to the Aircraft Manufacturer, JetBlue
                  acknowledges that the credit shall not vest in the Aircraft
                  Manufacturer until delivery to and acceptance by JetBlue of
                  the respective Option Aircraft.

3.       SPARE ENGINE ASSISTANCE CREDIT

         3.1      To assist JetBlue in its purchase from IAE of new spare V2500
                  Engines to support the JetBlue Aircraft, IAE will issue to
                  JetBlue's account with IAE a credit in an amount equal to
                  [****] of the Basic Contract


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                  Price of the Firm Spare Engines or Option Spare Engines, as
                  the case may be, delivered in accordance with the schedule set
                  forth in Exhibit B-2 to the Contract.

         3.2      Each such credit amount, escalated from the base month of
                  January 1999 in accordance with the IAE Escalation Formula set
                  forth in Exhibit B-2 to the Contract, will be issued upon the
                  earlier of scheduled or actual delivery date of the
                  corresponding Firm or Option Spare Engine. Each such
                  credit may be used by JetBlue toward the final payment for the
                  corresponding Firm or Option Spare Engine or for the purchase
                  of V2500 spare parts from IAE.

         3.3      Each such credit will be issued upon the delivery to and
                  acceptance by JetBlue of the corresponding spare Engine.
                  Acceptance by JetBlue of this credit from IAE shall be deemed
                  for this Contract confirmation of JetBlue's acceptance of the
                  corresponding spare Engine.

         3.4      IAE agrees to make reasonable efforts to effect delivery of
                  the Purchased Items under Clause 2.5.1 Ex-Works (INCOTERMS
                  1990) Connecticut, U.S.A."

6.       New Sections 7 and 8 are added to Side Letter No. 1 to the Contract as
         follows:

"7.      SPARE PARTS CREDITS

         To assist JetBlue with procuring its stock of Spare Parts from IAE, IAE
         will credit JetBlue's account with IAE in the amount of U.S.[****]
         (January 2000 Dollars) following the delivery and acceptance by JetBlue
         of its the thirty-fourth ranked aircraft in accordance with the
         delivery schedule attached as Exhibit B-1 to this Contract. Such
         credit shall be used by JetBlue for the purchase of Spare Parts or
         spare Engines from IAE and shall be escalated using the IAE Escalation
         formula set forth in Exhibit B-2 to the Contract from a base month of
         January 2000.

         In addition, IAE to further assist JetBlue with procuring its stock of
         Spare Parts from IAE, IAE will credit JetBlue's account with IAE in the
         amount of U.S.[****] (January 2000 Dollars) following the delivery
         and acceptance by JetBlue of every fifth aircraft of the Firm and
         Option Aircraft following the thirty-third ranked aircraft in
         accordance with the delivery schedule attached as Exhibit B-1 to this
         Contract (e.g., the aircraft ranked no. 38, 43, etc.). Such credits
         shall be used by JetBlue for the purchase of Spare Parts or spare
         Engines from IAE and shall be escalated using the IAE Escalation
         formula set forth in Exhibit B-2 to the Contract from a base month of
         January 2000.

8.       [****]

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         [****]

9.       FLEET HOUR AGREEMENT

         JetBlue has the option prior to induction of its first Engine for a
         restoration shop visit to have IAE provide a Fleet Hour Agreement
         ("FHA") to replace its existing Maintenance Cost Guarantee to provide
         maintenance support for the V2500 Engine in its Aircraft fleet.
         Details and rates would be provided by IAE upon request. An FHA would
         be for a term of [****] years and would cover normal off-wing engine
         shop visit maintenance for all components of the Engine except life
         limited parts, vendor accessories, nacelle and buyer furnished
         equipment. This maintenance would be undertaken at a facility selected
         by IAE.


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Except as expressly amended by this Side Letter No. 6 all provisions of the
Contract remain in full force and effect.

Very truly yours,                           Agreed to and Accepted on behalf of:
IAE International Aero Engines AG           JetBlue Airways Corporation


/s/ [ILLEGIBLE]                             /s/ [ILLEGIBLE]
-----------------------------------         -----------------------------------
Name                                        Name

  Vice President - Business                         Vice President
-----------------------------------         -----------------------------------
Title                                       Title

  May 18, 2001                                  May 21, 2001
-----------------------------------         -----------------------------------
Date                                        Date






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<Page>

                                  EXHIBIT B-1

                           AIRCRAFT DELIVERY SCHEDULES

                                 As of May 2001
<Table>
<Caption>
RANK NO.          AIRCRAFT                DELIVERY
<S>               <C>                     <C>
No. 1             Firm Aircraft           [****] 2000
No. 2             Firm Aircraft           [****] 2000
No. 3             Firm Aircraft           [****] 2000
No. 4             Firm Aircraft           [****] 2000
No. 5             Firm Aircraft           [****] 2000
No. 6             Firm Aircraft           [****] 2000
No. 7             Firm Aircraft           [****] 2001
No. 8             Firm Aircraft           [****] 2001
No. 9             Firm Aircraft           [****] 2001
No. 10            Firm Aircraft           [****] 2001
No. 11            Firm Aircraft           [****] 2001
No. 12            Firm Aircraft           [****] 2001
No. 13            Firm Aircraft           [****] 2001
No. 14            Firm Aircraft           [****] 2002
No. 15            Firm Aircraft           [****] 2002
No. 16            Firm Aircraft           [****] 2002
No. 17            Firm Aircraft           [****] 2002
No. 18            Firm Aircraft           [****] 2002
No. 19            Firm Aircraft           [****] 2002
No. 20            Firm Aircraft           [****] 2002
No. 21            Firm Aircraft           [****] 2002
No. 22            Firm Aircraft           [****] 2002
No. 23            Firm Aircraft           [****]  2002
No. 24            Firm Aircraft           [****] 2003
No. 25            Firm Aircraft           [****] 2003
No. 26            Firm Aircraft           [****] 2003
No. 27            Firm Aircraft           [****] 2003
No. 28            Firm Aircraft           [****] 2003
No. 29            Firm Aircraft           [****] 2003
No. 30            Firm Aircraft           [****] 2003
No. 31            Firm Aircraft           [****] 2003
No. 32            Firm Aircraft           [****] 2003
No. 33            Firm Aircraft           [****] 2004
No. 34            Firm Aircraft*          [****] 2004
No. 35            Firm Aircraft*          [****] 2004
No. 36            Firm Aircraft*          [****] 2004
No. 37            Firm Aircraft*          [****] 2004
No. 38            Firm Aircraft*          [****] 2004
No. 39            Firm Aircraft*          [****] 2004
</Table>



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<Table>
<S>               <C>                     <C>
No. 40            Firm Aircraft*          [****] 2004
No. 41            Firm Aircraft*          [****] 2004
No. 42            Firm Aircraft*          [****] 2004
No. 43            Firm Aircraft*          [****] 2004
No. 44            Firm Aircraft*          [****] 2005
No. 45            Firm Aircraft*          [****] 2005
No. 46            Firm Aircraft*          [****] 2005
No. 47            Firm Aircraft*          [****] 2005
No. 48            Firm Aircraft*          [****] 2005
No. 49            Firm Aircraft*          [****] 2005
No. 50            Firm Aircraft*          [****] 2005
No. 51            Firm Aircraft*          [****] 2005
No. 52            Firm Aircraft*          [****] 2005
No. 53            Firm Aircraft*          [****] 2005
No. 54            Firm Aircraft*          [****] 2006
No. 55            Firm Aircraft*          [****] 2006
No. 56            Firm Aircraft*          [****] 2006
No. 57            Firm Aircraft*          [****] 2006
No. 58            Firm Aircraft*          [****] 2006
No. 59            Firm Aircraft*          [****] 2007
No. 60            Firm Aircraft*          [****] 2007
No. 61            Firm Aircraft*          [****] 2007
No. 62            Firm Aircraft*          [****] 2007
No. 63            Firm Aircraft*          [****] 2007

*Firm Second Deal Aircraft

OPTION AIRCRAFT
---------------
No. 64            Option Aircraft         [****] 2004
No. 65            Option Aircraft         [****] 2004
No. 66            Option Aircraft         [****] 2004
No. 67            Option Aircraft         [****] 2004
No. 68            Option Aircraft         [****] 2005
No. 69            Option Aircraft         [****] 2005
No. 70            Option Aircraft         [****] 2006
No. 71            Option Aircraft         [****] 2006
No. 72            Option Aircraft         [****] 2006
No. 73            Option Aircraft         [****] 2006
No. 74            Option Aircraft         [****] 2006
No. 75            Option Aircraft         [****] 2006
No. 76            Option Aircraft         [****] 2006
No. 77            Option Aircraft         [****] 2007
No. 78            Option Aircraft         [****] 2007
No. 79            Option Aircraft         [****] 2007
No. 80            Option Aircraft         [****] 2007
No. 81            Option Aircraft         [****] 2007


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No. 82            Option Aircraft         [****] 2007
No. 83            Option Aircraft         [****] 2007
No. 84            Option Aircraft         [****] 2008
No. 85            Option Aircraft         [****] 2008
No. 86            Option Aircraft         [****] 2008
No. 87            Option Aircraft         [****] 2008
No. 88            Option Aircraft         [****] 2008
No. 89            Option Aircraft         [****] 2008
No. 90            Option Aircraft         [****] 2008
No. 91            Option Aircraft         [****] 2008
No. 92            Option Aircraft         [****] 2008
No. 93            Option Aircraft         [****] 2008
</Table>

Under the terms of its purchase agreement with Airbus for the Aircraft, JetBlue
has the right to receive delivery positions for Purchase Right Aircraft (also
referred to as Reserve Option Aircraft hereunder) equal to the number of Option
Aircraft as to which JetBlue has exercised its option purchase rights. Airbus
has granted JetBlue conversion rights for each of the thirty (30) Option
Aircraft and Purchase Right Aircraft (also referred to as Reserve Option
Aircraft hereunder)from A320 Aircraft to the A321-200 or A319 aircraft type on
twenty-one months notice to Airbus. No dates are specified for delivery of these
Purchase Right Aircraft (also referred to as Reserve Option Aircraft hereunder).
Such delivery dates will be determined at the time options are exercised by
JetBlue.

<Table>
<Caption>
LEASED AIRCRAFT
           YEAR          NUMBER           DELIVERY PERIOD
           ----          ------           ---------------
           <S>           <C>              <C>
           1999             1             (1) [****]
           2000             3             (1) [****] (1) [****] (1) [****]
           2001             4             (1) [****] (2) [****] (1) [****]
          TOTAL             8             All of the leased aircraft have been
                                          delivered
</Table>

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                                   EXHIBIT B-2

                             PURCHASED ITEMS, PRICE,

                         ESCALATION FORMULA AND DELIVERY

                                 As of May 2001

<Table>
<Caption>
                                   Basic Contract
Rank         Purchased Item            Price         Qty.      Delivery Date
 No.                                U.S. Dollars
                                   (January 1999)
-----------------------------------------------------------------------------
<S>      <C>                       <C>               <C>       <C>
 1       V2527-A5 SPARE ENGINE:     [****]               1      [****]/99*
 2       V2527-A5 SPARE ENGINE:     [****]               1      [****]/00*
 3       V2527-A5 SPARE ENGINE:     [****]               1      [****]/01
 4       V2527-A5 SPARE ENGINE:     [****]               1      [****]/02
 5       V2527-A5 SPARE ENGINE:     [****]               1      [****]/02
 6       V2527-A5 SPARE ENGINE:     [****]               1      [****]/03
 7       V2527-A5 SPARE ENGINE:     [****]               1      [****]/04
 8       V2527-A5 SPARE ENGINE:     [****]               1      [****]/05
 9       V2527-A5 SPARE ENGINE:     [****]               1      [****]/06
10       V2527-A5 SPARE ENGINE:     [****]               1      [****]/07
11       V2527-A5 SPARE ENGINE:     [****]               1      [****]/08

         OPTION SPARE ENGINES
         ---------------------
         V2524-A5 SPARE ENGINE:      [****]
         V2527-A5 SPARE ENGINE:      [****]
         V2533-A5 SPARE ENGINE:      [****]

         TOTAL                                        11
</Table>
-------------------------
*These spare Engines have been delivered to JetBlue.


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                             IAE ESCALATION FORMULA

1.       Any unit base price or other sum expressed to be subject to escalation
         from a base month to a month of delivery or other date of determination
         in accordance with the IAE Escalation Formula will be subject to
         escalation in accordance with the following formula:

         P = Pb ( [****] L + [****]     M + [****]  E )
                         --             --         --
                         Lo             Mo          Eo

         Where:

         P = the invoiced purchase price or escalated sum rounded to the nearest
         U.S. Dollar.

         Pb = unit base price or other sum.

         Lo = the "Average Hourly Earnings of Aircraft Engine and Engine Parts
         Production Workers" SIC Code 3724 published by the Bureau of Labor
         Statistics in the U.S. Department of Labor for the month preceding the
         base month by four months.

         L = the "Average Hourly Earnings of Aircraft Engine and Engine Parts
         Production Workers" SIC Code 3724 for the month preceding the month of
         delivery or other date of determination by four months.

         Mo = the "Producer Price Index, Code 10, for Metals and Metal Products"
         published by the Bureau of Labor Statistics in the U.S. Department of
         Labor for the month preceding the base month by four months.

         M = the "Producer Price Index, Code 10, for Metals and Metal Products"
         for the month preceding the month of delivery or other date of
         determination by four months.

         Eo = the "Producer Price Index, Code 5, for Fuel and Related Products
         and Power" published by the Bureau of Labor Statistics in the U.S.
         Department of Labor for the month preceding the base month by four
         months.

         E = the "Producer Price Index, Code 5, for Fuel and Related Products
         and Power" for the month preceding the month of delivery or other date
         of determination by four months.

2.       The values of the factors [****] L and [****] M and [****] E
                                          --           --           --
                                          Lo           Mo           Eo



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         respectively, shall be determined to the nearest fourth decimal place.
         If the fifth decimal is five or more, the fourth decimal place shall be
         raised to the next higher number.

3.       If the U.S. Department of Labor ceases to publish the above statistics
         or modifies the basis of their calculation, then IAE may substitute any
         officially recognized and substantially equivalent statistics.

4.       The Basic Contract Prices contained in this Exhibit B are subject to
         escalation from a Base Month of January 1999 to the month of delivery
         using Lo, Mo and Eo values for September 1998.

5.       If the application of the formula contained in this Exhibit B results
         in a Purchase Price which is lower than the Basic Contract Price, the
         Basic Contract Price will be deemed to be the Purchase Price for such
         Supplies.




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                                   EXHIBIT D-4

                          V2500 RELIABILITY GUARANTEE













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                          V2500 RELIABILITY GUARANTEE

I        INTRODUCTION

         IAE assures JetBlue that by the end of the [****] period commencing
         with JetBlue's first commercial operation of Aircraft (including for
         purposes of this Guarantee, the Leased Aircraft) powered by V2500
         Engines, the cumulative Engine Shop Visit Rate will not exceed a
         Guaranteed Rate of [****] per 1000 Eligible Engine flight hours.
         Under this Guarantee, if the cumulative Engine Shop Visit Rate
         exceeds the Guaranteed Rate, IAE will credit JetBlue's account with
         IAE an amount of [****] U.S. Dollars for each Eligible Engine Shop
         Visit determined to have been in excess of the Guaranteed Rate.

II       GUARANTEE

         A.       PERIOD OF GUARANTEE

                  The Period of Guarantee will start on the date JetBlue
                  initiates commercial operation of its first Aircraft
                  (including for purposes of this Guarantee, the Leased
                  Aircraft) powered by Eligible Engines and will terminate
                  [****] years from that date.

         B.       ELIGIBLE ENGINES

                  The Engines that will be Eligible under this Guarantee shall
                  be new Firm Aircraft and new Firm Spare Engines which are
                  owned or operated by JetBlue during the Period of Guarantee
                  and which have been acquired pursuant to the Contract to which
                  this Guarantee is attached and the related proposal or
                  contract for delivery of Aircraft, and shall also include for
                  purposes of this Guarantee, the Leased Aircraft. The Engines
                  shall remain Eligible provided that JetBlue or its authorized
                  maintenance facility maintains them in accordance with the IAE
                  instructions and recommendations contained in the applicable
                  IAE publications including the latest Maintenance Management
                  Plan for JetBlue

         C.       ELIGIBLE SHOP VISITS

                  Eligible Shop Visits shall comprise the shop visits of
                  Eligible Engines required for the following reasons:

                  1.       a Failure of a Part in such Eligible Engines;

                  2.       foreign object damage caused by the ingestion of
                           birds, hailstones or runway gravel;




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                  3.       an Airworthiness Directive issued by the applicable
                           Certification Authority;

                  4.       maintenance as recommended by IAE; and

                  5.       removal for LLP time expiration so long as minimum
                           build cycle requirement pursuant to the Maintenance
                           Management Plan is adhered to.

         D.       REPORTING OF ENGINE SHOP VISITS AND ENGINE FLIGHT HOURS

                  Eligible Shop Visits shall be reported to IAE by JetBlue
                  within thirty days after the date of such Engine Shop Visit
                  using IAE Form SVR Rev 1, July 95 together with such other
                  information as may be needed to determine the Eligibility of
                  the Engine Shop Visit. Each such Form shall be verified by an
                  authorized IAE Representative before submission. Should it be
                  necessary for him to disqualify a reported Engine Shop Visit,
                  supporting information will be furnished.

                  Flight hours accumulated by Eligible Engines during each
                  month during the Period of Guarantee shall be reported by
                  JetBlue within thirty days after each month's end to IAE on
                  IAE Form SVR Rev 1, July 95 unless other procedures are
                  established for the reporting of flight hours.

         E.       CREDIT ALLOWANCE CALCULATION

                  A credit of [****] U.S. Dollars will be granted by IAE for
                  each Eligible Engine Shop Visit determined as calculated
                  below to be in excess of the Guaranteed Rate during the
                  Period of Guarantee. An annual calculation will be made no
                  later than sixty days after each yearly anniversary of the
                  commencement of the Period of Guarantee provided that the
                  necessary Engine Shop Visit records and Eligible Engine
                  flight hour information have been reported to IAE.

                  Each annual calculation will be made using data that will
                  be cumulative from the start of the Period of Guarantee. An
                  interim credit will be granted, if necessary, following the
                  annual calculations for the second year and each subsequent
                  year of the Period of Guarantee. If subsequent annual
                  calculations show that on a cumulative basis, a previous
                  interim credit (or portion thereof) was excessive, such
                  excess amount shall be subject to repayment which will be
                  effected by IAE issuing a debit against JetBlue's account
                  with IAE. Credits and debits will be applied to JetBlue's
                  Air's account with IAE not later than thirty days following
                  a calculation for the second year and each subsequent year
                  of the Period of Guarantee, as applicable.



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                  Credit Allowance = (AR - GR) x [****] U.S. Dollars

                  where:

                  AR  =    Total Eligible Engine Shop Visits during the period
                           of the calculation.

                  GR  =    [****]/1,000 x total Engine flight hours accumulated
                           on Eligible Engines during the period of the
                           calculation.

                           (NOTE: GR will be rounded to the nearest whole
                           number.)

III      DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts excluded by the General Conditions of the Policy shall be
         excluded from this Guarantee except that Engine Shop Visits resulting
         from ingestion of birds, hailstones or runway gravel shall be included
         as Eligible under this Guarantee.

IV       SPECIFIC CONDITIONS

         A.       The Guaranteed Rate is predicated on the use by JetBlue of:

                  1.       An average flight cycle of no less than [****] hours;

                  2.       Thrust levels which are derated an average of [****]
                           for Takeoff relative to full Takeoff
                           ratings;

                  3.       An average Aircraft utilization equal to or less than
                           [****] flight hours per year;

                  4.       An Aircraft and Engine delivery schedule in respect
                           of the Firm Aircraft, Leased Aircraft and Firm Spare
                           Engines as described in the Contract to which this
                           Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 3 DEG. C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of operation by
                  JetBlue of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to JetBlue, or (c) if JetBlue takes Option
                  Aircraft or Option Spare Engines.

Page 16 of 43
----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.


<Page>

         C.       In the event credits are issued under Section II, such credits
                  will be dedicated to the procurement of Parts aimed at
                  correction of the situations contributing to excess Engine
                  Shop Visits. Accordingly, JetBlue and IAE will establish
                  jointly the modifications or Parts to be selected, and JetBlue
                  will incorporate the changes into Eligible Engines.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to
         JetBlue as a result of the failure of Eligible Engines to achieve the
         reliability level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided JetBlue under any other
         applicable guarantee, sales warranty, service policy, or any special
         benefit of any kind as a result of the same failure. Therefore, the
         terms and conditions of this Guarantee notwithstanding, if the terms of
         this Guarantee should make duplicate benefits available to JetBlue from
         IAE or any third-party, JetBlue may elect to receive the benefits under
         this Guarantee or under any of the other benefits described above, but
         not both.

Page 17 of 43


<Page>

                                   EXHIBIT D-5

                          V2500 DELAY AND CANCELLATION

Page 18 of 43


<Page>

                          V2500 DELAY AND CANCELLATION

I        INTRODUCTION

         IAE assures JetBlue that by the end of the fifteen [****] period
         commencing with JetBlue's first commercial operation of Aircraft
         (including for purposes of this Guarantee, the Leased Aircraft) powered
         by V2500 Engines, the cumulative Engine-caused Delay and Cancellation
         Rate will not exceed a Guaranteed Rate of [****] per 100 Aircraft
         departures. Under this Guarantee, if the cumulative Engine-caused Delay
         and Cancellation Rate is determined to have exceeded the Guaranteed
         Rate over the Period of Guarantee, IAE will credit JetBlue's account
         with IAE an amount of [****] U.S. Dollars for each excess Eligible
         Delay and Cancellation determined to have been in excess of the
         Guaranteed Rate.

II       GUARANTEE

         A.       PERIOD OF GUARANTEE

                  The Period of Guarantee will start on the date JetBlue
                  initiates commercial operation of its first Aircraft
                  (including for purposes of this Guarantee, the Leased
                  Aircraft) powered by Eligible Engines and will terminate
                  [****] years from that date.

         B.       ELIGIBLE ENGINES

                  The Engines that will be Eligible under this Guarantee shall
                  be new Firm Aircraft and new Firm Spare Engines which are
                  owned or operated by JetBlue during the Period of Guarantee
                  and which have been acquired pursuant to the Contract to which
                  this Guarantee is attached and the related proposal or
                  contract for delivery of Aircraft, and shall also include for
                  purposes of this Guarantee, the Leased Aircraft. The Engines
                  shall remain Eligible provided that JetBlue or its authorized
                  maintenance facility maintains them in accordance with the IAE
                  instructions and recommendations contained in the applicable
                  IAE publications including the latest Maintenance Management
                  Plan for JetBlue

         C.       i) ELIGIBLE DELAY

                  An Eligible Delay shall occur when by a Failure of a Part in
                  an Eligible Engine installed in an Aircraft is the sole cause
                  of a delay in the final Departure of that Aircraft by more
                  than fifteen minutes after its programmed Departure in either
                  of the following instances:

                  1)       an originating flight departing later than its
                           scheduled Departure time; or

Page 19 of 43
----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.


<Page>

                  2)       a through flight or a turnaround flight remaining on
                           the ground longer than its scheduled ground time.

         C.       ii) ELIGIBLE CANCELLATION

                  A single Cancellation shall occur when a Failure of a Part in
                  an Eligible Engine installed in an Aircraft is the sole cause
                  of the elimination of a Departure in either of the following
                  instances:

                  1)       cancellation of a trip comprising a single flight
                           leg; or

                  2)       cancellation of any or all of the flight legs of a
                           multiple leg trip.

         C.       iii)

                  A Departure which is cancelled after an Eligible Delay shall
                  be an Eligible Cancellation not an Eligible Delay.

         C.       iv)

                  Consecutive Delays and Cancellations for the same problem
                  because corrective action had not been taken will be excluded.

         D.       DEPARTURE

                  A Departure comprises the movement of an Aircraft from the
                  blocks for the purpose of an intended scheduled revenue flight
                  provided that there can be only one Departure for each
                  intended flight.

         E.       REPORTING OF ELIGIBLE DELAYS AND CANCELLATIONS

                  Eligible Delays and Cancellations shall be reported to IAE by
                  JetBlue within thirty days after the date of such Delay or
                  Cancellation using IAE Form DC Rev 1, July 95, together with
                  such other information as may be needed to determine the
                  Eligibility of the Delay or Cancellation. Each such Form shall
                  be verified by an authorized IAE Representative before
                  submission. Should it be necessary for him to disqualify a
                  reported Delay or Cancellation, supporting information will be
                  furnished.

                  Departures accumulated by Eligible Engines during each month
                  during the Period of Guarantee shall be reported by JetBlue
                  within thirty days after each month's end to IAE on IAE Form
                  DC Rev 1, July 95, unless other procedures are established for
                  the reporting of Departures.

         F.       CREDIT ALLOWANCE CALCULATION

Page 20 of 43


<Page>

                  A credit of [****] U.S. Dollars will be granted by IAE for
                  each Eligible Delay and Eligible Cancellation determined as
                  calculated below to be in excess of the Guaranteed Rate
                  during the Period of Guarantee. An annual calculation will be
                  made no later than sixty days after each yearly anniversary of
                  the commencement of the Period of Guarantee provided that the
                  necessary records of Delays, Cancellation and Departure have
                  been reported to IAE.

                  Each annual calculation will be made using data that will be
                  cumulative from the start of the Period of Guarantee. An
                  interim credit will be granted, if necessary, following the
                  annual calculations for the first year and each subsequent
                  year of the Period of Guarantee. If subsequent annual
                  calculations show that on a cumulative basis, a previous
                  interim credit (or portion thereof) was excessive, such excess
                  amount shall be subject to repayment which will be effected by
                  IAE issuing a debit against JetBlue's account with IAE.
                  Credits and debits will be applied to JetBlue's account with
                  IAE not later than thirty days following a calculation for the
                  second year and each subsequent year of the Period of
                  Guarantee, as applicable.

                  Credit Allowance = (ADC - GDC) x [****] U.S. Dollars

                  Where:

                  ADC = Total qualifying actual Engine Caused Delays and
                        Cancellations claimed and accepted as eligible during
                        the applicable period of the calculation.

                  GDC = ([****]/100) x total Departures accumulated on
                        Eligible Engines during the applicable period of
                        calculation.

III      DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts Service Policy shall apply to this Guarantee. Delays and
         Cancellation excluded by the General Conditions of the Policy shall be
         excluded from this Guarantee.

IV       SPECIFIC CONDITIONS

         A.       The Guaranteed Rate is predicated on the use by JetBlue of:

                  1.       An average flight cycle of no less than [****] hours;

                  2.       Thrust levels which are derated an average of [****]
                           for Takeoff relative to full Takeoff
                           ratings;

Page 21 of 43
----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.


<Page>

                  3.       An average Aircraft utilization equal to or less than
                           3,800 flight hours per year;

                  4.       An Aircraft and Engine delivery schedule in respect
                           of the Firm Aircraft, Leased Aircraft and Firm Spare
                           Engines as described in the Contract to which this
                           Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 3 DEG. C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of operation by
                  JetBlue of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to JetBlue, or (c) if JetBlue takes Option
                  Aircraft or Option Spare Engines.

         C.       In the event credits are issued under Section II, such credits
                  will be dedicated to the procurement of parts aimed at
                  correction of the situations contributing to excess Delays and
                  Cancellation. Accordingly, JetBlue and IAE will establish
                  jointly the modifications or Parts to be selected, and JetBlue
                  will incorporate the changes into Eligible Engines.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to
         JetBlue as a result of the failure of Eligible Engines to achieve the
         reliability level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided to JetBlue under any other
         applicable guarantee, sales warranty, service policy, or any special
         benefit of any kind as a result of the same failure. Therefore, the
         terms and conditions of this Guarantee notwithstanding, if the terms of
         this Guarantee should make duplicate benefits available to JetBlue from
         IAE or any third-party, JetBlue may elect to receive the benefits under
         this Guarantee or under any of the other benefits described above, but
         not both.

Page 22 of 43


<Page>

                                  EXHIBIT D-6

                       V2500 INFLIGHT SHUTDOWN GUARANTEE

Page 23 of 43


<Page>

                       V2500 INFLIGHT SHUTDOWN GUARANTEE

I        INTRODUCTION

         IAE assures JetBlue that by the end of the fifteen [****] period
         commencing with JetBlue's first commercial operation of Aircraft
         (including for purposes of this Guarantee, the Leased Aircraft) powered
         by V2500 Engines, the cumulative Engine Inflight Shutdown Rate will not
         exceed a Guaranteed Rate of [****] per 1000 Eligible Engine flight
         hours. Under this Guarantee, if the cumulative Eligible Inflight
         Shutdown Rate is determined to have exceeded the Guaranteed Rate over
         the Period of Guarantee, IAE will credit JetBlue's account with IAE an
         amount of [****] U.S. Dollars for each Eligible Inflight Shutdown
         determined to have been in excess of the Guaranteed Rate.

II       GUARANTEE

         A.       PERIOD OF GUARANTEE

                  The Period of Guarantee will start on the date JetBlue
                  initiates commercial operation of its first Aircraft
                  (including for purposes of this Guarantee, the Leased
                  Aircraft) powered by Eligible Engines and will terminate
                  [****] years from that date.

         B.       ELIGIBLE ENGINES

                  The Engines that will be Eligible under this Guarantee shall
                  be new Firm Aircraft and new Firm Spare Engines which are
                  owned or operated by JetBlue during the Period of Guarantee
                  and which have been acquired pursuant to the Contract to which
                  this Guarantee is attached and the related proposal or
                  contract for delivery of Aircraft, and shall also include for
                  purposes of this Guarantee, the Leased Aircraft. The Engines
                  shall remain Eligible provided that JetBlue or its authorized
                  maintenance facility maintains them in accordance with the IAE
                  instructions and recommendations contained in the applicable
                  IAE publications including the latest Maintenance Management
                  Plan for JetBlue

         C.       ELIGIBLE INFLIGHT SHUTDOWNS

                  Eligible Inflight Shutdowns shall comprise the inflight
                  shutdown of an Eligible Engine during a scheduled revenue
                  flight which is determined to have been caused by a Failure
                  of a Part of such Engine. Multiple inflight shutdowns of the
                  same Engine during the same flight leg for the same problem
                  will be counted as one Eligible Inflight Shutdown. A
                  subsequent inflight shutdown on a subsequent flight leg for
                  the same problem because corrective action has not been taken
                  will be excluded.

Page 24 of 43
----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.


<Page>

         D.       REPORTING OF ELIGIBLE INFLIGHT SHUTDOWNS

                  Eligible Inflight Shutdowns shall be reported to IAE by
                  JetBlue within thirty days after the date of such Inflight
                  Shutdown using IAE Form IFSD Rev 1, July 95 together with such
                  other information as may be needed to determine the
                  Eligibility of the Inflight Shutdown. Each such Form shall be
                  verified by an authorized IAE Representative before
                  submission. Should it be necessary for him to disqualify a
                  reported Inflight Shutdown, supporting information will be
                  furnished.

                  Flight hours accumulated by Eligible Engines during each month
                  during the Period of Guarantee shall be reported by JetBlue
                  within thirty days after each month's end to IAE on IAE Form
                  IFSD Rev 1, July 95 unless other procedures are established
                  for the reporting of flight hours.

         E.       CREDIT ALLOWANCE CALCULATION

                  A credit of [****] U.S. Dollars will be granted by IAE for
                  each Eligible Inflight Shutdown determined as calculated below
                  to be in excess of the Guaranteed Rate during the Period of
                  Guarantee. An annual calculation will be made no later than
                  sixty days after each yearly anniversary of the commencement
                  of the Period of Guarantee provided that the necessary
                  Inflight Shutdown records and Eligible Engine flight hour
                  information have been reported to IAE.

                  Each annual calculation will be made using data that will be
                  cumulative from the start of the Period of Guarantee. An
                  interim credit will be granted, if necessary, following the
                  annual calculations for the second year and each subsequent
                  year of the Period of Guarantee. If subsequent annual
                  calculations show that on a cumulative basis, a previous
                  interim credit (or portion thereof) was excessive, such excess
                  amount shall be subject to repayment which will be effected
                  by IAE issuing a debit against JetBlue's account with IAE.
                  Credits and debits will be applied to JetBlue's account with
                  IAE not later than thirty days following a calculation for the
                  second year and each subsequent year of the Period of
                  Guarantee, as applicable.

                  The Credit Allowance = (AI - GI) x [****] U.S. Dollars

                  Where:

                  AI   =   Total Eligible Inflight Shutdowns during the period
                           of the calculation;

                  GI   =   ([****]/1,000) x total Engine flight hours
                           accumulated on Eligible Engines during the
                           period of the calculation.

                  (NOTE:   GI will be rounded to the nearest whole number.)

Page 25 of 43
----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.

<Page>

III      DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts Service Policy shall apply to this Guarantee. Engines and
         Inflight Shutdowns excluded by the General Conditions of the Policy
         shall be excluded from this Guarantee.

IV       SPECIFIC CONDITIONS

         A.       The Guaranteed Rate is predicated on the use by JetBlue of:

                  1.       An average flight cycle of no less than 1.9 hours;

                  2.       Thrust levels which are derated an average of fifteen
                           percent (15%) for Takeoff relative to full Takeoff
                           ratings;

                  3.       An average Aircraft utilization equal to or less
                           than 3,800 flight hours per year;

                  4.       An Aircraft and Engine delivery schedule in respect
                           of the Firm Aircraft, Leased Aircraft and Firm Spare
                           Engines as described in the Contract to which this
                           Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 3-DEG.- C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of operation by
                  JetBlue of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to JetBlue, or (c) if JetBlue takes Option
                  Aircraft or Option Spare Engines.

         C.       In the event credits are issued under Section II, such credits
                  will be dedicated to the procurement of Parts aimed at
                  correction of the situations contributing to excess Inflight
                  Shutdowns. Accordingly, JetBlue and IAE will establish jointly
                  the modifications or Parts to be selected, and JetBlue will
                  incorporate the changes into Eligible Engines.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to
         JetBlue as a result of the failure of Eligible Engines to achieve the
         reliability level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided to JetBlue under any other
         applicable guarantee, sales warranty, service policy, or any


Page 26 of 43

<Page>

      special benefit of any kind as a result of the same failure. Therefore,
      the terms and conditions of this Guarantee notwithstanding, if the terms
      of this Guarantee should make duplicate benefits available to JetBlue from
      IAE or any third-party, JetBlue may elect to receive the benefits under
      this Guarantee or under any of the other benefits described above, but not
      both.



May 2001
Page 27 of 43

<Page>


                                  EXHIBIT D-7

                   V2500 FUEL CONSUMPTION RETENTION GUARANTEE



May 2001
Page 28 of 43

<Page>

                    V2500-A5 FUEL CONSUMPTION RETENTION GUARANTEE

I        INTRODUCTION

         IAE assures JetBlue that during the [****] year period commencing
         with JetBlue's first commercial operation of Aircraft (including for
         purposes of this Guarantee, the Leased Aircraft) powered by V2500-A5
         Engines, the fleet average cruise fuel consumption for Eligible Engines
         will not have increased by more than a Guaranteed Rate of [****]. Under
         this Guarantee, if the fleet average cruise fuel consumption for
         Eligible Engines exceeds the Guaranteed Rate at the end of the
         Guarantee Period, IAE will credit JetBlue's account with IAE an amount
         in respect of excess fuel consumed for that portion of the Period of
         the Guarantee that the Guarantee level has been exceeded.

II       GUARANTEE

         A.    PERIOD OF GUARANTEE

               The Period of Guarantee will start on the date JetBlue
               initiates commercial operation of its first Aircraft
               (including for purposes of this Guarantee, the Leased
               Aircraft) powered by Eligible Engines and will terminate
               [****] years from that date.

         B.    ELIGIBLE ENGINES

               The Engines that will be Eligible under this Guarantee shall
               be new Firm Aircraft and new Firm Spare Engines which are
               owned or operated by JetBlue during the Period of Guarantee
               and which have been acquired pursuant to the Contract to which
               this Guarantee is attached and the related proposal or
               contract for delivery of Aircraft, and shall also include for
               purposes of this Guarantee, the Leased Aircraft. The Engines
               shall remain Eligible provided that JetBlue or its authorized
               maintenance facility maintains them in accordance with the IAE
               instructions and recommendations contained in the applicable
               IAE publications including the latest Maintenance Management
               Plan for JetBlue.

         C.    FUEL CONSUMPTION MEASUREMENT

               The inflight data required for administration of this
               Guarantee will be obtained by JetBlue during stable cruise
               conditions using ECM data recordings and the ECM II software
               available from IAE (requires the ECM sales order option from
               Airbus).

               Provided that:

----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.


Page 29 of 43

<Page>

               a)    the fuel consumption data for any Eligible Engine on
                     which the engine parameters indicate a possible
                     malfunction (including associated Aircraft systems),
                     other than normal gas path deterioration, that is
                     subsequently confirmed by maintenance action will not be
                     considered acceptable data, and

               b)    data which is obviously inaccurate under normal engine
                     monitoring practices will not be considered acceptable
                     data; this type of data will be rejected unless JetBlue
                     validity checks have established that Total Air
                     Temperature, Fuel Flow Aircraft and Engine Bleed Systems
                     and other Aircraft parameters are within normal
                     operating ranges.

         D.    PERIODIC FLEET AVERAGE CRUISE FUEL CONSUMPTION DETERIORATION

               The Periodic Fleet Average Cruise Fuel Consumption
               Deterioration shall be the average of the Cruise Fuel Flow
               Deterioration for all installed Eligible Engines for a 30 day
               reporting period. This is to be reported to IAE every 30 days.

         E.    FLEET AVERAGE CRUISE FUEL CONSUMPTION DETERIORATION

               The Fleet Average Cruise Fuel Consumption Deterioration is the
               average of the Periodic Fleet Average Cruise Fuel Consumption
               Deterioration values for all 30 day periods during the Period
               of Calculation (cumulative from start of Period of Guarantee
               to end of the third, fifth, seventh, ninth, eleventh,
               thirteenth and fifteenth years).

         F.    OPERATIONAL DATA

               JetBlue shall provide the following data to IAE as indicated
               during the Period of the Guarantee:

               1.    Total quantity of fuel consumed by Eligible Engines
                     during the Period (U.S. Gallons), every thirty days.

               2.    Average cost of fuel to JetBlue over the Period of
                     Guarantee (U.S. Dollars per U.S. Gallon), every
                     thirty days.

               3.    Aircraft operating hours for each 30 day period
                     during the Period of Guarantee

               4.    Engine maintenance action information, as requested.

               Alternatively;


Page 30 of 43

<Page>

               IAE is agreeable to the use of the Airbus performance model to
               estimate the total fuel consumption during the period of
               guarantee (using typical JetBlue V2500-A5 powered A320 family
               aircraft operating characteristics). Average cost of fuel to
               be agreed between IAE and JetBlue based on typical fuel costs
               in the appropriate area of operation during the period of
               guarantee. JetBlue shall notify IAE in writing of its
               selection prior to the end of the first settlement period.

         G.    EXCESS FUEL CONSUMPTION CREDIT CALCULATION

         If at the end of each Period of Calculation the Fleet Average Fuel
         Consumption Deterioration exceeds the Guaranteed Rate, IAE will
         grant JetBlue a credit in respect to excess fuel consumption
         calculated in accordance with the following formula:

         C = (D-GR)% YHF

         where:

               C  = the amount of the credit in U.S. dollars

               D  = the Fleet Average Fuel Consumption Deterioration (in
                    percent)

               GR = the Guaranteed Rate

               Y  = initial cruise fuel flow of new Eligible Engines expressed
                    in U.S. gallons per hour to be established within 30 days
                    of start of operation (per ECM II program)

               H  = the total of all flight hours flown by JetBlue's Eligible
                    Engines during that portion of the Period of Guarantee
                    that the Guarantee level has been exceeded.

               F  = The average net cost to JetBlue in U.S. Dollars per U.S.
                    Gallon of aviation fuel consumed by JetBlue during the
                    Period of Guarantee.

III      DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts Service Policy shall apply to this Guarantee. In the case of
         conflict between the Definitions and General Conditions of the Service
         Policy and the terms and conditions of this Plan, this Plan shall
         govern.

IV       SPECIFIC CONDITIONS

         A.    The Guaranteed Rate is predicated on the use by JetBlue of:


Page 31 of 43

<Page>

               1.    An average flight cycle of no less than 1.9 hours;

               2.    Thrust levels which are derated an average of fifteen
                     percent (15%) for Takeoff relative to full Takeoff
                     ratings;

               3.    An average Aircraft utilization equal to or less than
                     3,800 flight hours per year;

               4.    An Aircraft and Engine delivery schedule in respect of
                     the Firm Aircraft, Leased Aircraft and Firm Spare
                     Engines as described in the Contract to which this
                     Guarantee is attached; and

               5.    An average ambient temperature at Takeoff which is no
                     greater than ISA + 3-DEG.- C.

         B.    IAE reserves the right to make appropriate adjustments to the
               Guaranteed Rate if there is, during the Period of Guarantee,
               (a) a variation from the conditions upon which the Guaranteed
               Rate is predicated, or (b) a discontinuation of operation by
               JetBlue of any Engine or any V2500 powered Aircraft subsequent
               to delivery to JetBlue, or (c) if JetBlue takes Option
               Aircraft or Option Spare Engines.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to
         JetBlue as a result of the failure of Eligible Engines to achieve the
         performance level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided to JetBlue by IAE or any other
         source under any applicable guarantee, sales warranty, service policy,
         or any special benefit of any kind as a result of the same failure.
         Therefore, the terms and conditions of this Guarantee notwithstanding,
         if the terms of this Guarantee should make duplicate benefits
         available to JetBlue, JetBlue may elect to receive the benefits under
         this Guarantee or under any of the other benefits described above, but
         not both.


Page 32 of 43

<Page>

                                   EXHIBIT D-8

                     V2500 EXHAUST GAS TEMPERATURE GUARANTEE


Page 33 of 43

<Page>

                    V2500 EXHAUST GAS TEMPERATURE GUARANTEE

I        INTRODUCTION

         IAE assures JetBlue that during the first [****] hours of operation of
         each V2500 Engine (including for purposes of this Guarantee, the Leased
         Aircraft), the maximum stabilized takeoff exhaust gas temperature will
         not exceed the Certified Limit. Under this Guarantee if it is confirmed
         that the Certified Limit has been exceeded, IAE will credit JetBlue's
         account with IAE in the amount of [****] USD. For the purpose of this
         Guarantee, the Certified Limit is exceeded if the Engine will not
         achieve the specified engine pressure ratio for takeoff thrust without
         exceeding the Certified Limit for its Exhaust Gas Temperature.

II       GUARANTEE

         A.       PERIOD OF GUARANTEE

                  The Period of Guarantee for each Eligible Engine will start on
                  the date JetBlue initiates commercial operation of its first
                  Aircraft (including for purposes of this Guarantee, the Leased
                  Aircraft) powered by such Engine and will terminate [****]
                  years from that date or upon the expiration of the first
                  [****] hours of operation of such Engine, whichever is the
                  sooner.

         B.       ELIGIBLE ENGINES

                  The Engines that will be Eligible under this Guarantee shall
                  be new Firm Aircraft and new Firm Spare Engines which are
                  owned or operated by JetBlue during the Period of Guarantee
                  and which have been acquired pursuant to the Contract to which
                  this Guarantee is attached and the related proposal or
                  contract for delivery of Aircraft, and shall also include for
                  purposes of this Guarantee, the Leased Aircraft. The Engines
                  shall remain Eligible provided that JetBlue or its authorized
                  maintenance facility maintains them in accordance with the IAE
                  instructions and recommendations contained in the applicable
                  IAE publications including the latest Maintenance Management
                  Plan for JetBlue

         C.       RESTORATION OF INSTALLED ENGINE

                  If during the Period of Guarantee, the maximum stabilized
                  takeoff exhaust gas temperature of an Eligible Engine
                  installed in an Aircraft operated by JetBlue exceeds the
                  Certified Limit, JetBlue shall undertake on-wing Engine
                  maintenance recommended by IAE, with technical assistance
                  provided by IAE, to restore the performance of that Engine.

----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.

Page 34 of 43

<Page>

         D.       CALIBRATION OF REMOVED ENGINE

                  If the performance of an installed Eligible Engine cannot be
                  restored by the maintenance recommended under Section II,
                  Paragraph C, JetBlue shall promptly remove such Engine from
                  the Aircraft and dispatch it at its cost for calibration in an
                  IAE designated test cell. If such calibration verifies that
                  the exhaust gas temperature of the Engine is not in excess of
                  the Certified Limit or it is established that any excess is
                  due to causes which are excluded by the General Conditions in
                  Section III, then the cost of such test cell calibration and
                  associated transportation will be borne by JetBlue.

         E.       CREDIT ALLOWANCE

                  A credit of [****] USD will be granted by IAE for each event
                  not meeting the requirements set forth in Section I of this
                  guarantee and as verified by Section II, Paragraph D above.

III      SPECIFIC CONDITIONS

         A.       The Guaranteed Rate is predicated on the use by JetBlue of:

                  1.       An average flight cycle of no less than [****]
                           hours;

                  2.       Thrust levels which are derated an average of
                           [****] for Takeoff relative to full Takeoff
                           ratings;

                  3.       An average Aircraft utilization equal to or less than
                           [****] flight hours per year;

                  4.       An Aircraft and Engine delivery schedule in respect
                           of the Firm Aircraft, Leased Aircraft and Firm Spare
                           Engines as described in the Contract to which this
                           Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 3 DEG. C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of operation by
                  JetBlue of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to JetBlue, or (c) if JetBlue takes Option
                  Aircraft or Option Spare Engines.

IV       DEFINITIONS AND GENERAL CONDITIONS

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[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.

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         All of the Definitions and General Conditions of the V2500 Engine and
         Parts Service Policy shall apply to this Guarantee. Engines excluded by
         the General Conditions of the Policy shall be excluded from this
         Guarantee.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to
         JetBlue as a result of the failure of Eligible Engines to achieve the
         performance level stipulated in the Guarantee. It is not the intent,
         however, to duplicate benefits provided to JetBlue under any other
         applicable guarantee, sales warranty, service policy, or any special
         benefit of any kind as a result of the same failure. Therefore, the
         terms and conditions of this Guarantee notwithstanding, if the terms of
         this Guarantee should make duplicate benefits available to JetBlue from
         IAE or any third-party, JetBlue may elect to receive the benefits under
         this Guarantee or under any of the other benefits described above, but
         not both.


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<Page>

                                   EXHIBIT D-9

                        V2500 MAINTENANCE COST GUARANTEE


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<Page>

                        V2500 MAINTENANCE COST GUARANTEE

I        INTRODUCTION

         IAE assures JetBlue that by the end of the [****] year period
         commencing with JetBlue's first commercial operation of Aircraft
         (including for purposes of this Guarantee, the Leased Aircraft) powered
         by V2500 Engines, the cumulative cost of Eligible Maintenance for
         Eligible Engines will not, subject to escalation, exceed a Guaranteed
         Cost Rate of U.S. [****] per Eligible Engine flight hour. Under this
         Guarantee, if the cumulative cost per Eligible Engine flight hour for
         Eligible Maintenance of JetBlue's Engines over the Period of the
         Guarantee exceeds the escalated Guaranteed Cost Rate, IAE will credit
         JetBlue's account with IAE an amount of [****] of the excess.

II       GUARANTEE

         A.    PERIOD OF GUARANTEE

               The Period of Guarantee will start on the date JetBlue
               initiates commercial operation of its first Aircraft (including
               for purposes of this Guarantee, the Leased Aircraft) powered by
               Eligible Engines and will terminate [****] years from
               that date.

         B.    ELIGIBLE ENGINES

               The Engines that will be Eligible under this Guarantee shall
               be new Firm Aircraft and new Firm Spare Engines which are
               owned or operated by JetBlue during the Period of Guarantee
               and which have been acquired pursuant to the Contract to
               which this Guarantee is attached and the related proposal or
               contract for delivery of Aircraft, and shall also include for
               purposes of this Guarantee, the Leased Aircraft. The Engines
               shall remain Eligible provided that JetBlue or its authorized
               maintenance facility maintains them in accordance with the
               IAE instructions and recommendations contained in the
               applicable IAE publications including the latest Maintenance
               Management Plan for JetBlue

         C.    ELIGIBLE MAINTENANCE

               Eligible Maintenance shall comprise maintenance of Eligible
               Engines or Parts thereof required for the following reasons:

                  1.       a Failure of a Part in such Eligible Engines;

                  2.       foreign object damage caused by the ingestion of
                           birds, hailstones or runway gravel;

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[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.

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                  3.       an Airworthiness Directive issued by the applicable
                           Certification Authority;

                           and

                  4.       maintenance as recommended by IAE.

         D.       ELIGIBLE MAINTENANCE COSTS

                  Eligible Maintenance Costs shall comprise:

                  i)       PARTS COSTS which shall comprise the costs to
                           JetBlue of all Parts removed from Eligible Engines
                           during Eligible Maintenance which are unfit for
                           further service except Parts removed upon expiry of
                           their Limited Life and vendor proprietary accessories
                           and parts therein;

                  ii)      LABOR COSTS which shall comprise direct shop labor
                           man hours actually incurred during Eligible
                           Maintenance valued at the labor rate established by
                           IAE for JetBlue; and

                  iii)     OUTSIDE SERVICES COSTS which shall comprise costs
                           invoiced to JetBlue for Eligible Proprietary Repair
                           Maintenance undertaken by outside contractors
                           approved by IAE.

         E.       NET MAINTENANCE COST

                  Within thirty days following each anniversary of the
                  commencement of the Period of Guarantee, JetBlue will report
                  to IAE the Eligible Maintenance Costs incurred by JetBlue
                  during the preceding year together with a statement of any
                  contributions received from IAE or third parties towards such
                  Eligible Maintenance Costs. Within the following sixty days,
                  IAE and JetBlue will jointly calculate the Net Maintenance
                  Cost for that year making appropriate reductions for
                  contributions received by JetBlue from IAE and third parties
                  and for disallowed costs incurred by JetBlue on maintenance
                  undertaken contrary to IAE recommendations or at labor rates
                  exceeding the warranty labor rate established by IAE or
                  otherwise excluded from this Guarantee.

         F.       GUARANTEED MAINTENANCE COST

                  Within thirty days following each anniversary of the
                  commencement of the Period of Guarantee, JetBlue will report
                  to IAE the flight hours of Eligible Engines operated by
                  JetBlue in the preceding year. Within the following sixty
                  days, IAE and JetBlue will jointly calculate the

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                  Guaranteed Maintenance Cost for JetBlue for that year using
                  the following formula:

                           GMC = A x Escalated GCR

                           where:

                           A is the flight hours of Eligible Engines operated by
                           JetBlue in that year;

                           Escalated GCR is the Escalated Guaranteed Cost Rate
                           for that year;

                  and the Escalated Guaranteed Cost Rate for any year is
                  calculated by determining the arithmetic average of the
                  Guaranteed Cost Rates calculated for each month of that year
                  using the IAE MCG Escalation Formula attached to this Contract
                  as Appendix A for the base month of 1 January 2000.

         G.       ANNUAL STATEMENT

                  Within one hundred and twenty days following the second and
                  each subsequent anniversary of the commencement of the Period
                  of Guarantee, IAE will credit JetBlue's account with IAE an
                  amount equal to [****] of the difference between the sum of
                  the Net Maintenance Costs for each preceding year and the sum
                  of the Guaranteed Maintenance Costs for each preceding year.
                  If subsequent annual calculations show that on a cumulative
                  basis, a previous interim credit (or portion thereof) was
                  excessive, such excess amount shall be subject to repayment
                  which will be effected by IAE issuing a debit against
                  JetBlue's account with IAE.

III      DEFINITIONS AND GENERAL CONDITIONS

         All of the Definitions and General Conditions of the V2500 Engine and
         Parts Service Policy shall apply to this Guarantee. Engines and Engine
         Maintenance excluded by the General Conditions of the Policy shall be
         excluded from this Guarantee except that Engine Maintenance resulting
         from ingestion of birds, hailstones or runway gravel shall be included
         as Eligible under this Guarantee.

IV       SPECIFIC CONDITIONS

         A.       The Guaranteed Cost Rate is predicated on the use by JetBlue
                  of:

                  1.       An average flight cycle of no less than [****] hours;

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[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.

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                  2.       Thrust levels which are derated an average of fifteen
                           percent (15%) for Takeoff relative to full Takeoff
                           ratings;

                  3.       An average Aircraft utilization equal to or less than
                           3,800 flight hours per year;

                  4.       An Aircraft and Engine delivery schedule in respect
                           of the Firm Aircraft, Leased Aircraft and Firm Spare
                           Engines as described in the Contract to which this
                           Guarantee is attached; and

                  5.       An average ambient temperature at Takeoff which is no
                           greater than ISA + 3 DEG. C.

         B.       IAE reserves the right to make appropriate adjustments to the
                  Guaranteed Rate if there is, during the Period of Guarantee,
                  (a) a variation from the conditions upon which the Guaranteed
                  Rate is predicated, or (b) a discontinuation of operation by
                  JetBlue of any Engine or any V2500 powered Aircraft subsequent
                  to delivery to JetBlue, or (c) if JetBlue takes Option
                  Aircraft or Option Spare Engines.

         C.       In the event credits are issued under Section II, Paragraph F,
                  such credits will be dedicated to the procurement of parts
                  aimed at correction of the situations contributing to excess
                  Engine Maintenance Costs. Accordingly, JetBlue and IAE will
                  establish jointly the modifications or Parts to be selected,
                  and JetBlue will incorporate the changes into Eligible
                  Engines.

V        EXCLUSION OF BENEFITS

         The intent of this Guarantee is to provide specified benefits to
         JetBlue as a result of the failure of Eligible Engines to achieve the
         maintenance cost level stipulated in the Guarantee. It is not the
         intent, however, to duplicate benefits provided to JetBlue under any
         other applicable guarantee, sales warranty, service policy, or any
         special benefit of any kind as a result of the same failure. Therefore,
         the terms and conditions of this Guarantee notwithstanding, if the
         terms of this Guarantee should make duplicate benefits available to
         JetBlue from IAE or any third-party, JetBlue may elect to receive the
         benefits under this Guarantee or under any of the other benefits
         described above, but not both.


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                                   APPENDIX A

                             MCG ESCALATION FORMULA

1.       MSR for each month shall be calculated from MSRb as follows:
                                                   n
         MSR=MSRb([****] L + [****]M + [****]E )[****]
                         --        --        --
                         Lo        Mo        Eo

         Where:

         MSR and MSRb have the definitions given to them in the FHA;

         n    =   the number of months after the Base Month for which the
                  Maintenance Service Charge is being calculated.

         Lo   =   the "Average Hourly Earnings of Aircraft Engine and Engine
                  Parts Production Workers" SIC Code 3724 published by the
                  Bureau of Labor Statistics in the U.S. Department of Labor for
                  the month preceding the base month by four months.

         L    =   the "Average Hourly Earnings of Aircraft Engine and Engine
                  Parts Production Workers" SIC Code 3724 for the month
                  preceding the month of delivery or other date of determination
                  by four months.

         Mo   =   the "Producer Price Index, Code 10, for Metals and Metal
                  Products" published by the Bureau of Labor Statistics in the
                  U.S. Department of Labor for the month preceding the base
                  month by four months.

         M    =   the "Producer Price Index, Code 10, for Metals and Metal
                  Products" for the month preceding the month of delivery or
                  other date of determination by four months.

         Eo   =   the "Producer Price Index, Code 5, for Fuel and Related
                  Products and Power" published by the Bureau of Labor
                  Statistics in the U.S. Department of Labor for the month
                  preceding the base month by four months.

         E    =   the "Producer Price Index, Code 5, for Fuel and Related
                  Products and Power" for the month preceding the month of
                  delivery or other date of determination by four months.

2.       The values of the factors [****] L and [****] M and [****] E
                                          --           --           --
                                          Lo           Mo           Eo


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the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.

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<Page>



         respectively, shall be determined to the nearest fourth decimal place.
         If the fifth decimal is five or more, the fourth decimal place shall be
         raised to the next higher number.

3.       If the U.S. Department of Labor ceases to publish the above statistics
         or modifies the basis of their calculation, then IAE may substitute any
         officially recognized and substantially equivalent statistics.

4.       If the application of the above formula would result in a purchase
         price, which is lower than the unit base price, the unit base price
         shall be deemed to be the purchase price for such supplies.



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Source: OneCLE Business Contracts.