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A320 Purchase Agreement [Amendment No. 8] - AVSA SARL and JetBlue Airways Corp.

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                                Amendment No. 8

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

                                     between

                                 AVSA. S.A.R.L.

                                       and

                           JetBlue Airways Corporation

This Amendment No. 8 (hereinafter referred to as the "Amendment") is entered
into as of May 3, 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, Rond-Point Maurice Bellonte, 31700 Blagnac,
France (hereinafter referred to as the "Seller"), and JetBlue Airways
Corporation, a corporation organized and existing under the laws of the State of
Delaware, United States of America, having its principal corporate offices
located 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 and Amendment No. 7 dated as of
January 29, 2001, is hereinafter called the "Agreement."

WHEREAS the Buyer desires to order thirty (30) incremental firmly ordered
aircraft, five (5) incremental option aircraft with assigned delivery dates and
thirteen (13) incremental option aircraft without delivery dates.


                                                                      AM No. 8-1
<Page>

      WHEREAS the Buyer and the Seller agree to modify and supplement certain of
      the terms and conditions of the Agreement.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS

1.    DEFINITIONS

1.1   Capitalized terms used herein and not otherwise defined herein will have
      the meanings assigned to them in the Agreement. The terms "herein,"
      "hereof" and "hereunder" and words of similar import refer to this
      Amendment.

1.2   The definition of the term "Aircraft" is deleted in its entirety and
      replaced by the following:

      QUOTE

      AIRCRAFT - any or all firmly ordered aircraft, including the Firm
      Aircraft, or option aircraft, including the Option Aircraft, that have
      been converted to a firm order, to be sold by the Seller and purchased by
      the Buyer pursuant to this Agreement, together with all components,
      equipment, parts and accessories installed in or on such aircraft and the
      Propulsion Systems installed thereon on delivery.

      UNQUOTE

2.    DELIVERY SCHEDULE

2.1   The Seller hereby offers for sale and the Buyer hereby orders thirty (30)
      incremental firmly ordered A320-200 aircraft (the "New Firm A320
      Aircraft") (identified in the schedule below in Paragraph 2.4 as New Firm
      A320 Aircraft Nos. 25, 29 and 30, 32 and 33 and 39 through 63). The New
      Firm A320 Aircraft will be subject to the same terms and conditions as the
      Option Aircraft, except as otherwise stated in this Amendment.

2.2   In consideration of the Buyer's order for the New Firm A320 Aircraft, the
      Seller offers the Buyer and the Buyer hereby orders (i) five (5)
      incremental A320-200 option aircraft (the "A320 Incremental Option
      Aircraft") (identified in the schedule below in Paragraph 2.4 as
      Incremental Option Aircraft Nos. 89 through 93) and (ii) thirteen (13)
      incremental A320-200 additional option aircraft (the "A320 Incremental
      Additional Option Aircraft"). The Seller will offer the Buyer a delivery
      date for each A320 Incremental Additional Option Aircraft upon exercise of
      each of the A320 Incremental Option Aircraft. Except as otherwise stated
      in this Amendment, the A320 Incremental Option Aircraft will be subject to
      the same terms and conditions as the Option Aircraft, and the A320


                                                                      AM No. 8-2
<Page>

      Incremental Additional Option Aircraft will be subject to the same terms
      and conditions as the A320 Additional Option Aircraft.

2.3   In addition, the text preceding the delivery schedule set forth in Clause
      9.1.1 of the Agreement is hereby canceled and replaced by the following
      quoted provisions:

      QUOTE

      9.1.1 Subject to Clauses 2,7,8,10 and 18, the Seller will have the
            Aircraft Ready for Delivery at the Delivery Location within the
            following months (each a "Scheduled Delivery Month"). Where a year
            is specified below, the Seller will notify the Buyer of the quarter
            by thirty-six (36) months before the beginning of the year, and then
            notify the Buyer of the Scheduled Delivery Month by thirty-six (36)
            months before the beginning of the quarter.

      UNQUOTE

2.4   As a consequence of Paragraphs 2.1 through 2.3 above, the delivery
      schedule set forth in Clause 9.1.1 of the Agreement is hereby canceled and
      replaced by the following quoted provisions:

      QUOTE

<Table>
<Caption>
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
</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.


                                                                      AM No. 8-3
<Page>

<Table>
<Caption>
Cac Id No.  Rank No.   Aircraft                         Delivery
----------  --------   --------                         --------
<S>         <C>        <C>                              <C>
 41 225      No. 18    Firmly Ordered Option Aircraft   [****]   2002
 41 213      No. 19    Firm Aircraft                    [****]   2002
 41 214      No. 20    Firm Aircraft                    [****]   2002
 41 215      No. 21    Firm Aircraft                    [****]   2002
 41 216      No. 22    Firm Aircraft                    [****]   2002
 41 217      No. 23    Firm Aircraft                    [****]   2002
 41 219      No. 24    Firm Aircraft                    [****]   2003
104 399      No. 25    New Firm A320 Aircraft           [****]   2003
 41 220      No. 26    Firm Aircraft                    [****]   2003
 41 221      No. 27    Firm Aircraft                    [****]   2003
 41 222      No. 28    Firm Aircraft                    [****]   2003
104 400      No. 29    New Firm A320 Aircraft           [****]   2003
104 401      No. 30    New Firm A320 Aircraft           [****]   2003
 41 223      No. 31    Firm Aircraft                    [****]   2003
104 402      No. 32    New Firm A320 Aircraft           [****]   2003
104 403      No. 33    New Firm A320 Aircraft           [****]   2003
 41 226      No. 34    Firmly Ordered Option Aircraft   [****]   2004
 41 245      No. 35    Firmly Ordered Option Aircraft   [****]   2004
 41 246      No. 36    Firmly Ordered Option Aircraft   [****]   2004
 41 247      No. 37    Firmly Ordered Option Aircraft   [****]   2004
 41 248      No. 38    Firmly Ordered Option Aircraft   [****]   2004
104 404      No. 39    New Firm A320 Aircraft           [****]   2004
104 405      No. 40    New Firm A320 Aircraft.          [****]   2004
104 406      No. 41    New Firm A320 Aircraft           [****]   2004
104 407      No. 42    New Firm A320 Aircraft           [****]   2004
104 408      No. 43    New Firm A320 Aircraft           [****]   2004
104 409      No. 44    New Firm A320 Aircraft           [****]   2005
104 410      No. 45    New Firm A320 Aircraft           [****]   2005
104 411      No. 46    New Firm A320 Aircraft           [****]   2005
104 412      No. 47    New Firm A320 Aircraft           [****]   2005
104 413      No. 48    New Firm A320 Aircraft           [****]   2005
104 414      No. 49    New Firm A320 Aircraft           [****]   2005
104 415      No. 50    New Firm A320 Aircraft           [****]   2005
104 416      No. 51    New Firm A320 Aircraft           [****]   2005
104 417      No. 52    New Firm A320 Aircraft           [****]   2005
104 418      No. 53    New Firm A320 Aircraft           [****]   2005
104 429      No. 54    New Firm A320 AIRCRAFT           [****]   2006
104 420      No. 55    New Firm A320 Aircraft           [****]   2006
104 421      No. 56    New Firm A320 Aircraft           [****]   2006
104 422      No. 57    New Firm A320 Aircraft           [****]   2006
</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.


                                                                      AM No. 8-4
<Page>

<Table>
<Caption>
Cac Id No.  Rank No. Aircraft                           Delivery
----------  -------- --------                           --------
<S>         <C>      <C>                                <C>
104 423     No. 58   New Firm A320 Aircraft             [****]       2006
104 424     No. 59   New Firm A320 Aircraft             [****]       2007
104 425     No. 60   New Firm A320 Aircraft             [****]       2007
104 426     No. 61   New Firm A320 Aircraft             [****]       2007
104 427     No. 62   New Firm A320 Aircraft             [****]       2007
104 428     No. 63   New Firm A320 Aircraft             [****]       2007

 41 227     No. 64   Option Aircraft                    [****]       2004
 41 229     No. 65   Option Aircraft                    [****]       2004
 41 230     No. 66   Option Aircraft                    [****]       2004
 41 231     No. 67   Option Aircraft                    [****]       2004
 41 232     No. 68   Option Aircraft                    [****]       2005
 41 233     No. 69   Option Aircraft                    [****]       2005
 41 234     No. 70   Option Aircraft                    [****]       2006
 41 235     No. 71   Option Aircraft                    [****]       2006
 41 236     No. 72   Option Aircraft                    [****]       2006
 41 237     No. 73   Option Aircraft                    [****]       2006
 41 238     No. 74   Option Aircraft                    [****]       2006
 41 239     No. 75   Option Aircraft                    [****]       2006
 41 240     No. 76   Option Aircraft                    [****]       2006
 41 241     No. 77   Option Aircraft                    [****]       2007
 41 242     No  78   Option Aircraft                    [****]       2007
 41 243     No. 79   Option Aircraft                    [****]       2007
 41 244     No. 80   Option Aircraft                    [****]       2001
 69 719     No. 81   A320 Additional Option Aircraft    [****]       2007
 69 720     No. 82   A320 Additional Option Aircraft    [****]       2007
 69 721     No. 83   A320 Additional Option Aircraft    [****]       2007
 69 722     No. 84   A320 Additional Option Aircraft    [****]       2008
 69 723     No. 85   A320 Additional Option Aircraft    [****]       2008
 69 724     No. 86   A320 Additional Option Aircraft    [****]       2008
 69 725     No. 87   A320 Additional Option Aircraft    [****]       2008
 96 459     No. 88   A320 Additional Option Aircraft    [****]       2008
104 439     No. 89   Incremental A320 Option Aircraft   [****]       2008
104 440     No. 90   Incremental A320 Option Aircraft   [****]       2008
104 441     No. 91   Incremental A320 Option Aircraft   [****]       2008
104 442     No. 92   Incremental A320 Option Aircraft   [****]       2008
104 443     No. 93   Incremental A320 Option Aircraft   [****]       2008
</Table>

      UNQUOTE


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


                                                                      AM No. 8-5
<Page>

3.    PREDELIVERY PAYMENTS

      On signature of this Amendment, the Buyer will pay the Seller the
      Predelivery Payment identified as a "1st Payment" under Clause 5.2.3 of
      the Agreement for the New Firm A320 Aircraft bearing Rank No. 25 (in the
      schedule above in Paragraph 2.4). This New Firm A320 Aircraft is scheduled
      for delivery in a calendar quarter that begins [****] or fewer months from
      the date of signature of this Amendment.

4.    DEPOSIT

      On signature of this Amendment, the Buyer will pay the Seller a
      nonrefundable deposit of

      (i)   US$ [****] (US dollars--[****]) for each of the twenty-nine (29)
            New Firm A320 Aircraft bearing Rank Nos. 29, 30, 32, 33 and 39
            through 63 (in the schedule above in Paragraph 2.4); and

      (ii)  US$ [****] (US dollars--[****]) for each of the Incremental A320
            Option Aircraft bearing Rank Nos. 89 through 93 (in the schedule
            above in Paragraph 2.4).

5.    ADDITIONAL PURCHASE INCENTIVES

5.1   In consideration of the Buyer's order for the New Firm A320 Aircraft, in
      respect of each New Firm A320 Aircraft the Seller will provide the Buyer
      with:

      (i)   An airframe credit of [****] (US dollars--[****]) (the "New Firm
            A320 Aircraft Airframe Credit Memorandum").

            The New Firm A320 Aircraft Airframe Credit Memorandum is quoted at
            January 1999 delivery conditions and is subject to escalation in
            accordance with the Airframe Price Revision Formula. Each New Firm
            A320 Aircraft Airframe Credit Memorandum will be available at
            delivery of the applicable Aircraft. At the Buyer's option, each New
            Firm A320 Aircraft Airframe Credit Memorandum will be (i) applied by
            the Seller against the Final Contract Price of the applicable
            Aircraft or (ii) applied by the Buyer against the purchase of
            product support related goods and services from the Seller or its
            Affiliates.

      (ii)  [****]


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


                                                                      AM No. 8-6
<Page>

5.2   In addition, in respect of each Option Aircraft, A320 Additional Option
      Aircraft and Incremental A320 Option Aircraft bearing Rank Nos. 64 through
      93 (in the schedule above in Paragraph 2.4) that is delivered as an
      A320-200 aircraft, the Seller will provide the Buyer with:

      (i)   [****]

      (ii)  [****]

5.3   Finally, the Seller will provide the Buyer with:

      (i)   [****]

      (ii)  [****]

      (iii) A credit of [****] (US dollars--[****]) [****]

      (iv)  A credit equal 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.


                                                                      AM No. 8-7
<Page>

            [****]

      (v)   Notwithstanding the terms of [****]

      (vi)  The Seller will discuss with the Buyer, [****]

      (vii) [****]

6.    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.

7.    CONFIDENTIALITY

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

8.    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 8 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.


                                                                      AM No. 8-8
<Page>

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

                                       AVSA, S.A.R.L.


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

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

                                       Date: May 3, 2001
                                             ---------------------------

JETBLUE AIRWAYS CORPORATION


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

Its: VICE PRESIDENT
     ---------------------

Date: May 3, 2001
      --------------------


                                                                      AM No. 8-9