Amendment No. 27 to the A320 Purchase Agreement Dated as of April 20, 1999 between

EXHIBIT 10.2

Amendment No. 27

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

between

AVSA, S.A.R.L.

and

JetBlue Airways Corporation

This Amendment No. 27 (hereinafter referred to as the ‘‘Amendment’’) is entered into as of April 25, 2006 between AIRBUS, S.A.S. (legal successor to AVSA, S.A.R.L.), organized and existing under the laws of the Republic of France, having its registered office located at 0, Xxxx-Xxxxx Xxxxxxx Xxxxxxxx, 00000 Xxxxxxx, Xxxxxx (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 000-00 Xxxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxxx Xxxxx, Xxx Xxxx 00000 XXX (hereinafter referred to as the ‘‘Buyer’’).

WITNESSETH

WHEREAS, the Buyer and the Seller entered into an A320 Purchase Agreement, dated as of April 20, 1999, relating to the sale by the Seller and the purchase by the Buyer of certain Airbus A320-200 aircraft (the ‘‘Aircraft’’), including twenty-five option aircraft (the ‘‘Option Aircraft’’), which, together with all Exhibits, Appendixes and Letter Agreements attached thereto and as amended by Amendment No. 1, dated as of September 30, 1999, Amendment No. 2, dated as of March 13, 2000, Amendment No. 3, dated as of March 29, 2000, Amendment No. 4, dated as of September 29, 2000, Amendment No. 5 dated as of November 7, 2000, Amendment No. 6 dated as of November 20, 2000, Amendment No. 7 dated as of January 29 2001, Amendment No. 8 dated as of May 3, 2001, Amendment No. 9 dated as of July 18, 2001, Amendment No. 10 dated as of November 16, 2001, Amendment No. 11 dated as of December 31, 2001, Amendment No. 12 dated as of April 19, 2002, Amendment No. 13 dated as of November 22, 2002, Amendment No. 14 dated as of December 18, 2002 and Amendment No. 15 dated as of February 10, 2003, Amendment No. 16 dated as of April 23, 2003, Amendment No. 17 dated as of October 1, 2003, Amendment No. 18 dated as of November 12, 2003, Amendment No. 19 dated as of June 4, 2004, Amendment No. 20 dated as of June 7, 2004, Amendment No. 21 dated as of November 19, 2004, Amendment No. 22 dated as of February 17, 2005, Amendment No. 23 dated as of March 31, 2005, Amendment No. 24 dated as of July 21, 2005, Amendment No. 25 dated as of



November 23, 2005 and Amendment No. 26 dated as of February 27, 2006 is hereinafter called the ‘‘Agreement’’;

WHEREAS the Seller and the Buyer have agreed to amend Clause 9 of the Agreement under the terms and conditions set forth herein,

NOW, THEREFORE, IT IS AGREED AS FOLLOWS

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

2.     DELIVERY SCHEDULE

2.1  The Buyer and the Seller agree that the delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby cancelled and replaced by the following quoted provisions:

QUOTE:


CAC Id No. Rank No. Aircraft Delivery    
41 199 No. 1 Pre-Amendment No. 16 Aircraft *** 2000  
41 200 No. 2 Pre-Amendment No. 16 Aircraft *** 2000  
41 203 No. 3 Pre-Amendment No. 16 Aircraft *** 2000  
41 201 No. 4 Pre-Amendment No. 16 Aircraft *** 2000  
41 202 No. 5 Pre-Amendment No. 16 Aircraft *** 2000  
41 204 No. 6 Pre-Amendment No. 16 Aircraft *** 2000  
41 205 No. 7 Pre-Amendment No. 16 Aircraft *** 2001  
41 206 No. 8 Pre-Amendment No. 16 Aircraft *** 2001  
41 210 No. 9 Pre-Amendment No. 16 Aircraft *** 2001  
41 207 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2001  
41 208 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2001  
41 209 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2001  
41 228 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2001  
41 211 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2002  
41 212 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2002  
41 218 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2002  
41 224 No. 17 Pre-Amendment No. 16 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.

2




CAC Id No. Rank No. Aircraft Delivery  
41 227 No. 18 Pre-Amendment No. 16 Aircraft *** 2002
41 225 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2002
41 213 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2002
41 214 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2002
41 234 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2002
41 215 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2002
41 216 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2002
41 217 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2002
124 965 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2002
41 235 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2002
41 220 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2002
41 219 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2002
41 236 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
104 399 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
41 237 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
124 966 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
41 221 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
41 238 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
41 222 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
104 400 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
104 401 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
41 223 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
104 402 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
104 443 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
104 403 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
124 964 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
41 226 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2003
111 579 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2004
41 245 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2004
41 246 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2004
41 229 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2004
41 247 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2004
41 248 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2004
104 404 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2004
104 405 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2004
41 230 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2004
104 406 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2004
124 967 No. 55 Amendment No.16 Firm Aircraft *** 2004
104 415 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2004
104 407 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2004
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

3




CAC Id No. Rank No. Aircraft Delivery  
104 408 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2004
124 968 No. 59 Amendment No.16 Firm Aircraft *** 2004
104 409 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2005
41 232 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2005
124 959 No. 62 Amendment No.16 Firm Aircraft *** 2005
104 410 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2005
104 411 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2005
41 233 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2005
104 412 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2005
124 960 No. 67 Amendment No.16 Firm Aircraft *** 2005
104 413 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2005
104 418 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2005
104 414 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2005
124 961 No. 71 Amendment No.16 Firm Aircraft *** 2005
104 416 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2005
104 417 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2005
124 962 No. 74 Amendment No.16 Firm Aircraft *** 2005
124 963 No. 75 Amendment No.16 Firm Aircraft *** 2005
159 936 Xx. 00 Xxxxxxxxx Xx. 00 Firm Aircraft *** 2006
104 419 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2006
41 239 No. 78 Amendment No.16 Firm Aircraft *** 2006
41 240 No. 79 Amendment No.16 Firm Aircraft *** 2006
41 241 No. 80 Amendment No.16 Firm Aircraft *** 2006
104 421 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2006
41 242 No. 82 Amendment No.16 Firm Aircraft *** 2006
104 420 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2006
41 243 No. 84 Amendment No.16 Firm Aircraft *** 2006
104 422 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2006
41 244 No. 86 Amendment No.16 Firm Aircraft *** 2006
69 719 No. 87 Amendment No.16 Firm Aircraft *** 2006
104 423 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2006
69 720 No. 89 Amendment No.16 Firm Aircraft *** 2006
69 721 No. 90 Amendment No.16 Firm Aircraft *** 2006
159 937 Xx. 00 Xxxxxxxxx Xx. 00 Firm Aircraft *** 2006
104 424 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2007
104 425 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2007
159 938 Xx. 00 Xxxxxxxxx Xx. 00 Firm Aircraft *** 2007
104 426 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2007
104 427 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2007
[***] 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




CAC Id No. Rank No. Aircraft Delivery  
104 428 Xx. 00 Xxx-Xxxxxxxxx Xx. 00 Aircraft *** 2007
69 722 No. 98 Amendment No.16 Firm Aircraft *** 2007
69 724 No. 99 Amendment No.16 Firm Aircraft *** 2007
96 459 No. 100 Amendment No.16 Firm Aircraft *** 2007
104 439 No. 101 Amendment No.16 Firm Aircraft *** 2007
104 441 No. 102 Amendment No.16 Firm Aircraft *** 2007
41 231 No. 103 Amendment No.16 Firm Aircraft *** 2007
159 896 No. 104 Amendment No.16 Firm Aircraft *** 2008
159 897 No. 105 Amendment No.16 Firm Aircraft *** 2008
159 898 No. 106 Amendment No.16 Firm Aircraft *** 2008
159 899 No. 107 Amendment No.16 Firm Aircraft *** 2008
159 900 No. 108 Amendment No.16 Firm Aircraft *** 2008
159 901 No. 109 Amendment No.16 Firm Aircraft *** 2008
159 902 No. 110 Amendment No.16 Firm Aircraft *** 2008
159 903 No. 111 Amendment No.16 Firm Aircraft *** 2008
159 904 No. 112 Amendment No.16 Firm Aircraft *** 2008
159 905 No. 113 Amendment No.16 Firm Aircraft *** 2008
159 906 No. 114 Amendment No.16 Firm Aircraft *** 2008
159 907 No. 115 Amendment No.16 Firm Aircraft *** 2008
159 909 No. 116 Amendment No.16 Firm Aircraft Year 2009
159 910 No. 117 Amendment No.16 Firm Aircraft Year 2009
159 911 No. 118 Amendment No.16 Firm Aircraft Year 2009
159 912 No. 119 Amendment No.16 Firm Aircraft Year 2009
159 913 No. 120 Amendment No.16 Firm Aircraft Year 2009
159 914 No. 121 Amendment No.16 Firm Aircraft Year 2009
159 915 No. 122 Amendment No.16 Firm Aircraft Year 2009
159 916 No. 123 Amendment No.16 Firm Aircraft Year 2009
159 940 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2009
159 941 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2009
159 944 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2009
159 945 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2009
159 946 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2009
159 947 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2009
159 948 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2009
159 949 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2009
159 919 No. 132 Amendment No.16 Firm Aircraft Year 2010
159 920 No. 133 Amendment No.16 Firm Aircraft Year 2010
159 921 No. 134 Amendment No.16 Firm Aircraft Year 2010
159 922 No. 135 Amendment No.16 Firm Aircraft Year 2010
[***] 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




CAC Id No. Rank No. Aircraft Delivery  
159 923 No. 136 Amendment No.16 Firm Aircraft Year 2010
159 924 No. 137 Amendment No.16 Firm Aircraft Year 2010
159 925 No. 138 Amendment No.16 Firm Aircraft Year 2010
159 926 No. 139 Amendment No.16 Firm Aircraft Year 2010
159 927 No. 140 Amendment No.16 Firm Aircraft Year 2010
159 928 No. 141 Amendment No.16 Firm Aircraft Year 2010
159 952 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2010
159 953 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2010
159 954 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2010
159 955 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2010
159 956 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2010
159 957 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2010
159 958 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2010
159 959 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2010
159 929 No. 150 Amendment No.16 Firm Aircraft Year 2011
159 930 No. 151 Amendment No.16 Firm Aircraft Year 2011
159 931 No. 152 Amendment No.16 Firm Aircraft Year 2011
159 932 No. 153 Amendment No.16 Firm Aircraft Year 2011
159 933 No. 154 Amendment No.16 Firm Aircraft Year 2011
159 934 No. 155 Amendment No.16 Firm Aircraft Year 2011
159 960 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2011
159 961 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2011
159 962 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2011
159 963 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2011
159 964 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2011
159 965 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2011
69 723 No. 162 Amendment No. 16 Firm Aircraft Year 2011
159 939 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2011
69 725 No. 164 Amendment No. 16 Firm Aircraft Year 2011
104 440 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2011
104 442 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2011
159 908 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2011
159 917 No. 124 Amendment No.16 Firm Aircraft Year 2012
159 918 No. 125 Amendment No.16 Firm Aircraft Year 2012
159 942 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2012
159 943 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2012
159 950 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2012
159 951 Xx. 000 Xxxxxxxxx Xx. 00 Firm Aircraft Year 2012

6




CAC Id No. Rank No. Aircraft Delivery  
180 953 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2008
180 954 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2008
180 955 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2009
180 956 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2009
159 972 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2009
180 959 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2009
180 957 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2010
180 958 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2010
180 960 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2010
180 964 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2010
159 966 No. 184 Amendment No.16 Option ***Qtr 2011
159 967 No. 185 Amendment No.16 Option ***Qtr 2011
159 968 No. 186 Amendment No.16 Option ***Qtr 2011
159 969 No. 187 Amendment No.16 Option ***Qtr 2011
159 970 No. 188 Amendment No.16 Option ***Qtr 2011
159 971 No. 189 Amendment No.16 Option ***Qtr 2011
159 976 No. 190 Amendment No.16 Option ***Qtr 2012
159 977 No. 191 Amendment No.16 Option ***Qtr 2012
159 978 No. 192 Amendment No.16 Option ***Qtr 2012
159 979 No. 193 Amendment No.16 Option ***Qtr 2012
159 980 No. 194 Amendment No.16 Option ***Qtr 2012
159 981 No. 195 Amendment No.16 Option ***Qtr 2012
159 982 No. 196 Amendment No.16 Option ***Qtr 2012
159 983 No. 197 Amendment No.16 Option ***Qtr 2012
159 984 No. 198 Amendment No.16 Option ***Qtr 2012
159 985 No. 199 Amendment No.16 Option ***Qtr 2012
159 986 No. 200 Amendment No.16 Option ***Qtr 2012
159 987 No. 201 Amendment No.16 Option ***Qtr 2012
159 988 No. 202 Amendment No.16 Option ***Qtr 2012
180 961 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2012
180 962 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2012
180 963 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2012
180 968 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013
180 969 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013
180 970 No. 208 Amendment No .20 Option ***Qtr 2013
180 971 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013
180 972 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013
[***] 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.

7




CAC Id No. Rank No. Aircraft Delivery    
180 973 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013  
180 974 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013  
180 975 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013  
180 976 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013  
180 977 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013  
180 978 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013  
180 979 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013  
180 980 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013  
180 981 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013  
180 982 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013  
180 965 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013  
180 966 Xx. 000 Xxxxxxxxx Xx. 00 Option ***Qtr 2013  
180 967 No. 223 Amendment No. 20 Option ***Qtr 2013  

UNQUOTE

3.  SPECIFICATION
3.1  Specification***

(a) The Aircraft to be delivered in ***2009, or earlier if mutually agreed, and onwards (the ‘‘New Spec. Aircraft’’) will include the features of the *** (the ‘‘*** Standard Specification’’).

  The parties will execute all notices of manufacturer-initiated changes to the Standard Specification (the ‘‘Manufacturer Specification Change Notices’’ (‘‘MSCNs’’)) needed to amend the features of the Standard Specification, as applicable to the New Spec. Aircraft, to include the *** Standard Specification, which will include the following features among others:
•  Installation of an A318 type ***
•  Installation of an A318 type ***
•  Installation of a full ***
•  Installation of an A318 type ***

(b) The Buyer and Seller agree that the New Spec. Aircraft will be manufactured to include the items from A320-200 standard specification D 000 02000 Issue 6 dated January 31, 2005 for a base price ***of US $*** (US dollars – ***) D.C. Jan 1999. Due to the standardization of several of the

[***] 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.

8



Buyer’s SCNs in this standard specification, the Buyer’s SCN package price for New Spec. Aircraft will be *** by the amount of US $*** (US dollars – ***) D.C. Jan 1999. Such SCN package price *** combined with the base price *** for the items in the aforementioned specification *** will result in a net price *** of US $***    (US dollars – ***) D.C. Jan 1999 for the New Spec. Aircraft.

(c) If the Seller issues a standard specification *** subsequent to issue 6 and before the time the *** , the parties will mutually agree ***. Such agreement will be finalized by the time the ***.

3.2  Installation of the A320 ***
  The New Spec. Aircraft will be delivered with the A320 *** (the ‘‘A320 ***’’). The parties will execute all Specification Change Notices and/or Manufacturer Specification Change Notices needed to amend the Specification for the installation of the *** The installation of the A320 ***. The Buyer will negotiate commercial terms related to Buyer Furnished Equipment affected by A320 ***, including but not limited to Live TV, separately with affected suppliers.
3.3  Coordination with *** Program
  Notwithstanding the installation schedule for the Specification *** and the A320 *** described in Paragraphs 3.1 and 3.2 above, the Seller will use its reasonable efforts to offer the installation of the Specification *** and the A320 *** which is concurrent with the installation of *** pursuant to the *** Agreement between the Seller, the Buyer and *** dated, January 12, 2006.
[***] 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



4.  OTHER MATTERS
  In regards to *** dated February 10, 2005 (covering ***) in the amount of US$ *** (US dollars – ***), the Seller and the Buyer agree that:
(i)  upon signature of this Amendment, the Buyer will pay in cash to the Seller ***, in the amount of US$ *** (US dollars – ***) against ***, and
(ii)  Upon the Seller’s receipt of the *** defined in Paragraph 4(i) above, the Seller will immediately ***, as each is described in Amendment 19 to the Agreement.
(iii)  no later than ***, 2006 (but in no event before the *** pursuant to the *** Agreement between the Seller, the Buyer and *** dated January 12, 2006), the Buyer and Seller will ***
5.  EFFECT OF THE AMENDMENT
  The Agreement will be deemed amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment.
  Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.
  This Amendment will become effective upon execution hereof.
[***] 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



6.  CONFIDENTIALITY
  This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the Agreement.
7.  ASSIGNMENT
  Notwithstanding any other provision of this Amendment or of the Agreement, this Amendment will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 4 will be void and of no force or effect.
8.  COUNTERPARTS
  This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

11



  IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers or agents on the dates written below.
AIRBUS S.A.S.
By:   /s/ Xxxxxxxxxx Xxxxxx
Its: Senior Vice President Contracts

JETBLUE AIRWAYS CORPORATION

By:   /s/ Xxxxxx X. Xxxxxxxx
Its: Senior Vice President

12



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Filed: July 25th, 2006
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