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A320 Purchase Agreement [Amendment No. 11] - AVSA SARL and JetBlue Airways Corp.

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                                                 2 ROND POINT MAURICE BELLONTE
[GRAPHIC APPEARS HERE]---------------------------31700 BLAGNAC FRANCE
AVSA
                                                TELEPHONE : +33/(0)5 61 30 40 12
                                                TELECOPY  : +33/(0)5 61 30 40 11


                                Amendment. No. 11

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

                                     between

                                 AVSA, S.A.R.L.

                                       and

                           JetBlue Airways Corporation

This Amendment No. 11 (hereinafter referred to as the "Amendment") is entered
into as of December 31, 2001, between AVSA, S.A.R.L., a societe a
responsabilite limitee organized and existing under the laws of the Republic
of France, having its registered office located at 2, RondPoint 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 80-02 Kew Gardens Road, 6th Floor, Kew
Gardens, New York 11415 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 Industrie 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 13, 2001 and Amendment No. 10 dated as of November 16,
2001 is hereinafter called the "Agreement."

WHEREAS the Buyer desires to exercise its option to firmly order ten (10) option
aircraft (the "Amendment No. 11 Exercised Options")


JETBLUE-A320 -AVSA                                                   AM No. 11-1


S.A.R.L. AU CAPITAL DE 235 000 000 F-R.C.S. TOULOUSE B 330 928 672-CODE APE 514S
<Page>


NOW, THEREFORE IT TS 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:

            (i)   Option Aircraft Nos. 71, 72, 73, 74 and 75, and to advance
                  their delivery date to respectively [****] 2002, [****]
                  2002, [****] 2003, [****] 2003 and [****] 2003;

            (ii)  A320 Additional Option Aircraft No. 65 and Option Aircraft
                  Nos. 66 and 67 with delivery months remaining the same (i.e.
                  [****] 2004, [****] 2004 and [****] 2004);

            (iii) Option Aircraft Nos. 69 and 70 within the same delivery year
                  (i.e. in 2005).

      As a result of the option exercise and the rescheduling of Aircraft, the
      Buyer and the Seller agree to renumber the Aircraft chronologically.

2.2   In accordance with Paragraph 3.1 of Letter Agreement No. 4 to the
      Agreement, as a consequence of the BUYER'S EXERCISING ITS option to firmly
      order ten (10) Option Aircraft, the Seller offers the Buyer delivery
      positions for ten (10) A320 additional option AIRCRAFT, allocated as
      follows: five (5) in 2006 and five (5) in 2009 (the "Amendment No. 11
      Additional Option").

2.3   The Buyer and the Seller will use best reasonable efforts to start the
      Ground Checks for the delivery of Aircraft; Nos. 25 and 26 (as identified
      in this Amendment) on [****], 2002 and [****], 2002 respectively.


----------
[****] 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.


JetBlue - A320 - AVSA                                                AM No. 11-2
<Page>


2.4   As a consequence of Paragraphs 2.1 and 2.2 above, the delivery schedule
      set forth in Clause 9.1.1 of the Agreement is hereby canceled and replaced
      by the following quoted provisions:

<Table>
<Caption>

       QUOTE

CAC Id No.     Rank No.      Aircraft                                         Delivery
----------     --------      --------                                         --------

<S>             <C>          <C>                                         <C>
 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
 41 235         No. 26       Amendment No. 11 Exercised Option           [****]          2002
 41 219         No. 27       Firm Aircraft                               [****]          2003
 41 236         No. 28       Amendment No. 11 Exercised Option           [****]          2003
104 399         No. 29       New Firm A320 Aircraft                      [****]          2003
 41 237         No. 30       Amendment No. 11 Exercised Option           [****]          2003
 41 220         No. 31       Firm Aircraft                               [****]          2003
 41 221         No. 32       Firm Aircraft                               [****]          2003
</Table>


----------
[****] 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.

JetBlue - A32D - AVSA                                                AM No. 11-3
<Page>



<Table>
<Caption>

CAC Id No.     Rank No.      Aircraft                                         Delivery
----------     --------      --------                                         --------

<S>             <C>          <C>                                         <C>
 41 238         No. 33       Amendment No. 11 Exercised Option           [****]          2003
 41 222         No. 34       Firm Aircraft                               [****]          2003
104 400         No. 35       New Firm A320 Aircraft                      [****]          2003
104 401         No. 36       New Firm A320 Aircraft                      [****]          2003
 41 223         No. 37       Firm Aircraft                               [****]          2003
104 402         No. 38       New Firm A320 Aircraft                      [****]          2003
104 403         No. 39       New Firm A320 Aircraft                      [****]          2003
 41 226         No. 40       Firmly Ordered Option Aircraft              [****]          2004
111 579         No. 41       Amendment No. 11 Exercised Option           [****]          2004
 41 245         No. 42       Firmly Ordered Option Aircraft              [****]          2004
 41 246         No. 43       Firmly Ordered Option Aircraft              [****]          2004
 41 229         No. 44       Amendment No. 11 Exercised Option           [****]          2004
 41 247         No. 45       Firmly Ordered Option Aircraft              [****]          2004
 41 248         No. 46       Firmly Ordered Option Aircraft              [****]          2004
104 404         No. 47       New Firm A320 Aircraft                      [****]          2004
104 405         No. 48       New Firm A320 Aircraft                      [****]          2004
 41 230         No. 49       Amendment No. 11 Exercised Option           [****]          2004
104 406         No. 50       New Firm A320 Aircraft                      [****]          2004
104 407         No. 51       New Firm A320 Aircraft                      [****]          2004
104 408         No. 52       New Firm A320 Aircraft                      [****]          2004
104 409         No. 53       Nee Firm A320 Aircraft                      [****]          2005
 41 232         No. 54       Amendment No. 11 Exercised Option           [****]          2005
104 410         No. 55       New Firm A320 Aircraft                      [****]          2005
104 411         No. 56       New Firm A320 Aircraft                      [****]          2005
 41 233         No. 57       Amendment No. 11 Exercised Option           [****]          2005
104 412         No. 58       New Firm A320 Aircraft                      [****]          2005
104 413         No. 59       New Firm A320 Aircraft                      [****]          2005
104 414         No. 60       New Firm A320 Aircraft                      [****]          2005
104 415         No. 61       New Firm A320 Aircraft                      [****]          2005
104 416         No. 62       New Firm A320 Aircraft                      [****]          2005
104 417         No. 63       New Firm A320 Aircraft                      [****]          2005
104 418         No. 64       New Firm A320 Aircraft                      [****]          2005
104 419         No. 65       New Firm A320 Aircraft                      [****]          2006
104 420         No. 66       New Firm A320 Aircraft                      [****]          2006
104 421         No. 67       New Firm A320 Aircraft                      [****]          2006
104 422         No. 68       New Firm A320 Aircraft                      [****]          2006
104 423         No. 69       New Firm A320 Aircraft                      [****]          2006
104 424         No. 70       New Firm A320 Aircraft                      [****]          2007
104 425         No. 71       New Firm A320 Aircraft                      [****]          2007
104 426         No. 72       New Firm A320 Aircraft                      [****]          2007
</Table>


----------
[****] 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.

JetBlue - A320 - AVSA                                                AM No. 11-4
<Page>



<Table>
<Caption>

CAC Id No.     Rank No.      Aircraft                                         Delivery
----------     --------      --------                                         --------

<S>             <C>          <C>                                         <C>
 104 427        No. 73       New Firm A320 Aircraft                      [****]          2007
 104 428        No. 74       New Firm A320 Aircraft                      [****]          2007

 41231          No. 75       Option Aircraft                             [****]          2004
 tbd            No. 76       Amendment No. 11 Additional Option          [****]          2006
 tbd            No. 77       Amendment No. 11 Additional Option          [****]          2006
 tbd            No. 78       Amendment No. 11 Additional Option          [****]          2006
 tbd            No. 79       Amendment No. 11 Additional Option          [****]          2006
 tbd            No. 80       Amendment No. 11 Additional Option          [****]          2006
 41 239         No. 81       Option Aircraft                             [****]          2006
 41 240         No. 82       Option Aircraft                             [****]          2006
 41 241         No. 83       Option Aircraft                             [****]          2007
 41 242         No. 84       Option Aircraft                             [****]          2007
 41 243         No. 35       Option Aircraft                             [****]          2007
 41 244         No. 86       Option Aircraft                             [****]          2007
 69 719         No. 87       A32U Additional Option Aircraft             [****]          2007
 69 720         No. 88       A320 Additional Option Aircraft             [****]          2007
 69 721         No. 89       A320 Additional Option Aircraft             [****]          2007
 69 722         No. 90       A320 Additional Option Aircraft             [****]          2008
 69 723         No. 91       A320 Additional Option Aircraft             [****]          2008
 69 724         No. 92       A320 Additional Option Aircraft             [****]          2008
 69 725         No. 93       A320 Additional Option Aircraft             [****]          2008
 96 459         No. 94       A320 Additional Option Aircraft             [****]          2008
104 439         No. 95       Incremental A320 Option Aircraft            [****]          2008
104 440         No. 96       Incremental A320 Option Aircraft            [****]          2008
104 441         No. 97       Incremental A320 Option Aircraft            [****]          2003
104 442         No. 93       Incremental A320 Option Aircraft            [****]          2008
104 143         No. 99       Incremental A320 Option Aircraft            [****]          2003
 tbd            No. 100      Amendment No. 11 Additional Option          [****]          2009
 tbd            No. 101      Amendment No. 11 Additional Option          [****]          2009
 tbd            No. 102      Amendment No. 11 Additional Option          [****]          2009
 tbd            No. 103      Amendment No. 11 Additional Option          [****]          2009
 tbd            No. 104      Amendment No. 11 Additional Option          [****]          2009

             UNQUOTE
</Table>


----------
[****] 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.

JetBlue - A320 - AVSA                                                AM No. 11-5
<Page>


3.    PREDELIVERY PAYMENTS

      The Seller agrees that:

3.1   with respect to Amendment No. 11 Exercised Option CaC Id No. 41 234 and
      41 235 due for delivery respectively in [****] 2002 and in [****]
      2002, already paid Predelivery Payments [****]

      [****]

3.2   With respect to Amendment No. 11 Exercised Option to be delivered in 2003
      (CaC Id No. 41236, 41 237 and 41 238), the Predelivery. Payments schedule
      as set forth in the Agreement will apply. Consequently, upon execution
      hereof, an amount of USD [****] will be due by the Buyer to the Seller.

3.3   With respect to Amendment No. 11 Exercised Option to be delivered in 2004
      (Cac Id No. 111 579 41 229 and 41 230) and 2005 (Cac. Id No. 41 232 and
      41 233), the first Predelivery Payment (i.e. [****]% of the Predelivery
      Payment Reference Price) [****] and the remaining [****]% Predelivery
      Payments will be as set forth in the Agreement.

3.4   In addition to the above and in accordance with the attached Predelivery
      Payments Schedule, upon signature of the Amendment the Buyer will notify
      to the Seller in writing of his choice to [****]


----------
[****] 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.

JetBlue - A320 - AVSA                                                AM No. 11-6
<Page>


4.    DEPOSIT

      In accordance with Paragraph 3 of Letter Agreement No. 4 to the Agreement,
      within thirty (30) days of signature of this Amendment, the Buyer will
      make a nonrefundable deposit of US$ [****] (US dollars-[****] in respect
      of each of the ten (10) Amendment No. 11 Additional Options. The Buyer's
      payment of this deposit WILL constitute acceptance of the delivery years
      for these A320 additional option aircraft.

5.    PURCHASE INCENTIVES

      In consideration of the Buyer's exercise of ten (10) option aircraft, the
      Seller hereby agrees to provide the Buyer with a USD [****] (United
      States Dollars [****]) Credit Memorandum at delivery conditions
      prevailing in January 1999. [****]


<Table>
<Caption>

                      CAC Id No.                              Delivery Date
                      ----------                              -------------

<S>                                                           <C>
                      41 218                                  [****] 2002
                      41 224                                  [****] 2002
                      41 225                                  [****] 2002
                      41 213                                  [****] 2002
                      41 214                                  [****] 2002
                      41 215                                  [****] 2002
                      41 216                                  [****] 2002
                      41 217                                  [****] 2002
</Table>

6.    OTHER MATTERS

6.1   It is hereby agreed that the Seller Will make available to the Buyer free
      of charge, for each Aircraft delivery, up to four (4) rental cars.

6.2   [****]

6.3   In order to address the specification and vendor requirements already
      outlined by the Buyer regarding the enlarged overhead stowage bins for the
      Aircraft, the Seller will


----------
[****] 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.

JetBlue - A320 - AVSA                                                AM No. 11-7
<Page>


      proactively explore with the Buyer all ways in which a mutually beneficial
      solution can be achieved,

6.4   [****]

7.    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.

      This Amendment will become effective upon execution thereof and receipt by
      the Seller of the Predelivery Payments referred to in Paragraph 3 above.

8.    CONFIDENTIALITY

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

9.    ASSIGNMENT

      Notwithstanding any other provision of this Amendment or of the Agreement;
      this Amendment will not be assigned or transferred in any manner without
      the prior written consent of the Seller, and any attempted assignment or
      transfer in contravention of the provisions of this Paragraph 9 will be
      void and of no force or effect.


----------
[****] 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.

JetBlue - A320 - AVSA                                                AM No. 11-8
<Page>


      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
      executed by their respective officers ox agents on the dates written
      below.

                                              AVSA, S.A.R.L.


                                              By: /s/ Francois Besnier
                                                 ----------------------
                                                  FRANCOIS BESNIER

                                              Its: AVSA CHIEF EXECUTIVE OFFICER
                                                  ------------------------------

                                              Date: January 9, 2002
                                                   -----------------------------



JETBLUE AIRWAYS CORPORATION


By: /s/ T.E. Anderson
   --------------------------

Its: Vice President
    -------------------------

Date: January 9, 2002
     ------------------------






JetBlue - A320 - AVSA                                                AM No. 11-9