IAE Building East Hartford, CT 06108 USA November 19, 2004

Exhibit 10.2

IAE Building

000 Xxxx Xxxxxx

Xxxx Xxxxxxxx, XX 00000 XXX

November 19, 0000

XxxXxxx Xxxxxxx Corporation

00 Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxx 00

Xxxxxx, Xxxxxxxxxxx 00000

Attention: Vice President and Treasurer

Subject: Side Letter No. 18 to the V2500 General Terms of Sale Agreement between JetBlue Airways Corporation and IAE International Aero Engines AG dated May 4, 1999

Dear Xxx:

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.

IAE is pleased to submit to JetBlue this Side Letter No. 18 to the Agreement in support of JetBlue’s *** delivery of two (2) Firm Spare Engines originally scheduled for delivery in *** 2005 and *** 2006, respectively (the “*** Spare Engines”).  IAE hereby agrees as follows with respect to such *** Spare Engines:

1. IAE will make such *** Spare Engines available to JetBlue *** in *** 2005 and *** 2005, respectively.

2. The Purchase Price for each such Engine will escalate in accordance with the Contract to *** 2005, ***% of such Purchase Price with respect to the first of such *** Spare Engines, which amount is the *** of such Purchase Price to the original scheduled delivery date, and *** 2005, ***% of such Purchase Price with respect to the second of such *** Spare Engines, which amount is the *** of such Purchase Price to the original scheduled delivery date, but ***.

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

IAE PROPRIETARY INFORMATION

1

3. These new *** delivery dates and the correction of certain information in the prior delivery schedule shall be reflected in the new JetBlue Aircraft and Spare Engine delivery schedule set forth as Exhibit B-1 hereto, which schedule shall replace in its entirety the existing delivery schedule attached to Side Letter No. 17.

Except as expressly amended by this Side Letter No. 18 all provisions of the Agreement 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/ XXXXX XXXXX			/S/ XXXXXX X. XXXXXXXX
Name: Xxxxx Xxxxx			Name: Xxxxxx X. Xxxxxxxx
Chief Financial Officer			Senior Vice President
Title			Title
November 22, 2004			November 22, 2004
Date			Date

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

2

EXHIBIT B-1

AIRCRAFT DELIVERY SCHEDULES

As of August 2004

Glossary Note:

• Delivered Aircraft are indicated by Italics typeface

• Existing Firm Aircraft are indicated by normal typeface

• Incremental Firm Aircraft are indicated by an asterisk*

• 2004 Incremental Aircraft, including all 2004 Incremental Aircraft and all Option Aircraft are indicated by bold typeface

Rank No.		Aircraft		Delivery
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. 17		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		*** 2002
No. 25		Firm Aircraft		*** 2002
No. 26		Firm Aircraft		*** 2002
No. 27		Firm Aircraft		*** 2002

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

3

No. 28		Firm Aircraft		*** 2002
No. 29		Firm Aircraft		*** 2002
No. 30		Firm Aircraft		*** 2003
No. 31		Firm Aircraft		*** 2003
No. 32		Firm Aircraft		*** 2003
No. 33		Firm Aircraft		*** 2003
No. 34		Firm Aircraft		*** 2003
No. 35		Firm Aircraft		*** 2003
No. 36		Firm Aircraft		*** 2003
No. 37		Firm Aircraft		*** 2003
No. 38		Firm Aircraft		*** 2003
No. 39		Firm Aircraft		*** 2003
No. 40		Firm Aircraft		*** 2003
No. 41		Firm Aircraft		*** 2003
No. 42		Firm Aircraft		*** 2003
No. 43		Firm Aircraft		*** 2003
No. 44		Firm Aircraft		*** 2003
No. 45		Firm Aircraft		*** 2004
No. 46		Firm Aircraft		*** 2004
No. 47		Firm Aircraft		*** 2004
No. 48		Firm Aircraft		*** 2004
No. 49		Firm Aircraft		*** 2004
No. 50		Firm Aircraft		*** 2004
No. 51		Firm Aircraft		*** 2004
No. 52		Firm Aircraft		*** 2004
No. 53		Firm Aircraft		*** 2004
No. 54		Firm Aircraft		*** 2004
No. 55		Firm Aircraft		*** 2004*
No. 56		Firm Aircraft		*** 2004
No. 57		Firm Aircraft		*** 2004
No. 58		Firm Aircraft		*** 2004
No. 59		Firm Aircraft		*** 2004*
No. 60		Firm Aircraft		*** 2005
No. 61		Firm Aircraft		*** 2005
No. 62		Firm Aircraft		*** 2005*
No. 63		Firm Aircraft		*** 2005
No. 64		Firm Aircraft		*** 2005
No. 65		Firm Aircraft		*** 2005
No. 66		Firm Aircraft		*** 2005
No. 67		Firm Aircraft		*** 2005*
No. 68		Firm Aircraft		*** 2005
No. 69		Firm Aircraft		*** 2005

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

4

No. 70		Firm Aircraft		*** 2005
No. 71		Firm Aircraft		*** 2005*
No. 72		Firm Aircraft		*** 2005
No. 73		Firm Aircraft		*** 2005
No. 74		Firm Aircraft		*** 2005*
No. 75		Firm Aircraft		*** 2006*
No. 76		Firm Aircraft		*** 2006
No. 77		Firm Aircraft		*** 2006
No. 78		Firm Aircraft		*** 2006*
No. 79		Firm Aircraft		*** 2006*
No. 80		Firm Aircraft		*** 2006
No. 81		Firm Aircraft		*** 2006*
No. 82		Firm Aircraft		*** 2006
No. 83		Firm Aircraft		*** 2006*
No. 84		Firm Aircraft		*** 2006*
No. 85		Firm Aircraft		*** 2006
No. 86		Firm Aircraft		*** 2006*
No. 87		Firm Aircraft		*** 2006*
No. 88		Firm Aircraft		*** 2006
No. 89		Firm Aircraft		*** 2006*
No. 90		Firm Aircraft		*** 2006*
No. 91		Firm Aircraft		*** 2006
No. 92		Firm Aircraft		*** 2007
No. 93		Firm Aircraft		*** 2007
No. 94		Firm Aircraft		*** 2007
No. 95		Firm Aircraft		*** 2007
No. 96		Firm Aircraft		*** 2007
No. 97		Firm Aircraft		*** 2007
No. 98		Firm Aircraft		*** 2007*
No. 99		Firm Aircraft		*** 2007*
No. 100		Firm Aircraft		*** 2007*
No. 101		Firm Aircraft		*** 2007
No. 102		Firm Aircraft		*** 2007*
No. 103		Firm Aircraft		*** 2007*
No. 104		Firm Aircraft		*** 2007*
No. 105		Firm Aircraft		*** 2007*
No. 106		Firm Aircraft		*** 2007*
No. 107		Firm Aircraft		*** 2007*
No. 108		Firm Aircraft		*** 2007*
No. 109		Firm Aircraft		Year 2008*
No. 110		Firm Aircraft		Year 2008*
No. 111		Firm Aircraft		Year 2008*
No. 112		Firm Aircraft		Year 2008*

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

5

No. 113		Firm Aircraft		Year 2008*
No. 114		Firm Aircraft		Year 2008*
No. 115		Firm Aircraft		Year 2008*
No. 117		Firm Aircraft		Year 2008*
No. 117		Firm Aircraft		Year 2008*
No. 118		Firm Aircraft		Year 2008*
No. 119		Firm Aircraft		Year 2008*
No. 120		Firm Aircraft		Year 2008*
No. 121		Firm Aircraft		Year 2008*
No. 122		Firm Aircraft		Year 2008
No. 123		Firm Aircraft		Year 2008
No. 124		Firm Aircraft		Year 2008
No. 125		Firm Aircraft		Year 2008
No. 126		Firm Aircraft		Year 2009*
No. 127		Firm Aircraft		Year 2009*
No. 128		Firm Aircraft		Year 2009*
No. 129		Firm Aircraft		Year 2009*
No. 130		Firm Aircraft		Year 2009*
No. 131		Firm Aircraft		Year 2009*
No. 132		Firm Aircraft		Year 2009*
No. 133		Firm Aircraft		Year 2009*
No. 134		Firm Aircraft		Year 2009*
No. 135		Firm Aircraft		Year 2009*
No. 136		Firm Aircraft		Year 2009
No. 137		Firm Aircraft		Year 2009
No. 138		Firm Aircraft		Year 2009
No. 139		Firm Aircraft		Year 2009
No. 140		Firm Aircraft		Year 2009
No. 141		Firm Aircraft		Year 2009
No. 142		Firm Aircraft		Year 2009
No. 143		Firm Aircraft		Year 2009
No. 144		Firm Aircraft		Year 2010*
No. 145		Firm Aircraft		Year 2010*
No. 146		Firm Aircraft		Year 2010*
No. 147		Firm Aircraft		Year 2010*
No. 148		Firm Aircraft		Year 2010*
No. 149		Firm Aircraft		Year 2010*
No. 150		Firm Aircraft		Year 2010*
No. 151		Firm Aircraft		Year 2010*
No. 152		Firm Aircraft		Year 2010*
No. 153		Firm Aircraft		Year 2010*
No. 154		Firm Aircraft		Year 2010
No. 155		Firm Aircraft		Year 2010
No. 156		Firm Aircraft		Year 2010

6

No. 157		Firm Aircraft		Year 2010
No. 158		Firm Aircraft		Year 2010
No. 159		Firm Aircraft		Year 2010
No. 160		Firm Aircraft		Year 2010
No. 161		Firm Aircraft		Year 2010
No. 162		Firm Aircraft		Year 2011*
No. 163		Firm Aircraft		Year 2011*
No. 164		Firm Aircraft		Year 2011*
No. 165		Firm Aircraft		Year 2011*
No. 166		Firm Aircraft		Year 2011*
No. 167		Firm Aircraft		Year 2011*
No. 168		Firm Aircraft		Year 2011
No. 169		Firm Aircraft		Year 2011
No. 170		Firm Aircraft		Year 2011
No. 171		Firm Aircraft		Year 2011
No. 172		Firm Aircraft		Year 2011
No. 173		Firm Aircraft		Year 2011

2004 Option Aircraft

No. 174		Option Aircraft		Year 2008
No. 175		Option Aircraft		Year 2008
No. 176		Option Aircraft		Year 2009
No. 177		Option Aircraft		Year 2009
No. 178		Option Aircraft		Year 2010
No. 179		Option Aircraft		Year 2010
No. 180		Option Aircraft		Year 2011
No. 181		Option Aircraft		Year 2011
No. 182		Option Aircraft		Year 2011
No. 183		Option Aircraft		Year 2011
No. 184		Option Aircraft		Year 2011
No. 185		Option Aircraft		Year 2011
No. 186		Option Aircraft		Year 2011
No. 187		Option Aircraft		Year 2011
No. 188		Option Aircraft		Year 2011

Option Aircraft to be delivered after December 31, 2011 are subject to IAE and Airbus
SAS concurrence on extension of the current purchase agreement between the parties.

No. 189		Option Aircraft		Year 2012
No. 190		Option Aircraft		Year 2012
No. 191		Option Aircraft		Year 2012

7

No. 192		Option Aircraft		Year 2012
No. 193		Option Aircraft		Year 2012
No. 194		Option Aircraft		Year 2012
No. 195		Option Aircraft		Year 2012
No. 196		Option Aircraft		Year 2012
No. 197		Option Aircraft		Year 2012
No. 198		Option Aircraft		Year 2012
No. 199		Option Aircraft		Year 2012
No. 200		Option Aircraft		Year 2012
No. 201		Option Aircraft		Year 2012
No. 202		Option Aircraft		Year 2012
No. 203		Option Aircraft		Year 2012
No. 204		Option Aircraft		Year 2012
No. 205		Option Aircraft		Year 2012
No. 206		Option Aircraft		Year 2012
No. 207		Option Aircraft		Year 2012
No. 208		Option Aircraft		Year 2012
No. 209		Option Aircraft		Year 2013
No. 210		Option Aircraft		Year 2013
No. 211		Option Aircraft		Year 2013
No. 212		Option Aircraft		Year 2013
No. 213		Option Aircraft		Year 2013
No. 214		Option Aircraft		Year 2013
No. 215		Option Aircraft		Year 2013
No. 217		Option Aircraft		Year 2013
No. 217		Option Aircraft		Year 2013
No. 218		Option Aircraft		Year 2013
No. 219		Option Aircraft		Year 2013
No. 220		Option Aircraft		Year 2013
No. 221		Option Aircraft		Year 2013
No. 222		Option Aircraft		Year 2013
No. 223		Option Aircraft		Year 2013

Leased Aircraft

Year		Number		Delivery Dates
1999		1		(1) ***
2000		3		(1) ***, (1) ***, (1) ***
2001		4		(1) ***, (2) ***, (1) ***
2003		1		(1) ***
2004		1		(1) ***

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

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EXHIBIT A-2

PURCHASED ITEMS, PRICE,

ESCALATION FORMULA AND DELIVERY

As of June 2004

Rank No.		Purchased Item		Basic Contract Price U.S. Dollars (January 2003)			Qty.		Delivery Date
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		***/05
10		V2527-A5 spare Engine:		$	***		1		***/06
11		V2527-A5 spare Engine:		$	***		1		***/06
12		V2527-A5 spare Engine:		$	***		1		***/07
13		V2527-A5 spare Engine:		$	***		1		***/07
14		V2527-A5 spare Engine:		$	***		1		***/07
15		V2527-A5 spare Engine:		$	***		1		***/08
16		V2527-A5 spare Engine:		$	***		1		***/08
17		V2527-A5 spare Engine:		$	***		1		***/08
18		V2527-A5 spare Engine:		$	***		1		***/08
19		V2527-A5 spare Engine:		$	***		1		***/09
20		V2527-A5 spare Engine:		$	***		1		***/09
21		V2527-A5 spare Engine:		$	***		1		***/09
22		V2527-A5 spare Engine:		$	***		1		***/10
23		V2527-A5 spare Engine:		$	***		1		***/10
24		V2527-A5 spare Engine:		$	***		1		***/10
25		V2527-A5 spare Engine:		$	***		1		***/11
26		V2527-A5 spare Engine:		$	***		1		***/11
27		V2527-A5 spare Engine:		$	***		1		***/12
28		V2527-A5 spare Engine:		$	***		1		***/12
Total							28

(*Denotes delivered Spare Engines)

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

9

Option Spare Engines
V2524-A5 Spare Engine:		$	***
V2527-A5 Spare Engine:		$	***
V2533-A5 Spare Engine:		$	***

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

10