EX-10.1: AMENDMENT NO. 32 TO AIRBUS A320 PURCHASE AGREEMENT

Exhibit 10.1

Amendment No. 32

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

between

AVSA, S.A.R.L.

and

JetBlue Airways Corporation

     This Amendment No. 32 (hereinafter referred to as the “Amendment”) is entered into as of May 23rd, 2008 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 1, 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 at
118-29 Queens Boulevard, Forest Hills, New York 11375 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 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, Amendment No. 26 dated as of February 27, 2006, Amendment No. 27 dated as of April 25, 2006, Amendment No. 28 dated as of July 6, 2006, Amendment No. 29 dated as of December 1, 2006, Amendment No. 30 dated as of March 20, 2007 and Amendment No. 31 dated as of January 28, 2008 is hereinafter called the “Agreement”;

     WHEREAS the Buyer and the Seller wish to (i) change the structure of the [***] Predelivery Payments, and (ii) defer the delivery of a certain number of Aircraft;

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.		[***]
2.1		Letter Agreement No. 5

All Paragraphs of Letter Agreement No. 5 to the Agreement (as amended
from time to time) are deleted and replaced with the following quoted
provisions:

QUOTE

1.

[***]

[***]

2.

[***]

[***]

3.

[***]

[***]

(i)		[***]
(ii)		[***]
(iii)		[***]

(iv)		“Original LA 5” means Letter Agreement No. 5 to the Agreement between the Buyer and the Seller dated as of April 20, 1999, as in effect on such date.
4.		ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement or of the Agreement, this
Letter Agreement and the rights and obligations of the Buyer hereunder 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 will be void and of no force or effect.

UNQUOTE

2.2

Additional Termination Event

Clause 21.1.1 (5) of the Agreement is deleted and replaced with the
following quoted provisions:

QUOTE

(5)

the Buyer or any of its Affiliates fails to make any payment when due with respect to any [***] Predelivery Payment, whether of principal, interest, default interest, costs and expenses of collection or of any and all other amounts due in connection therewith.

UNQUOTE

2.3

Amendment No. 5

Amendment No. 5 to the Agreement is terminated and of no further force or effect.

3.		AIRCRAFT DEFERRALS AND OPTION CANCELLATIONS
3.1		Firm Aircraft
3.1.1		The Buyer and the Seller agree to reschedule the delivery of nine (9) firm Aircraft with CAC Id Nos. 159916, 159940, 159941, 159944, 159945, 159946, 159947, 159948, and 159949 from calendar year 2009 to calendar year 2014 and to renumber the Aircraft chronologically.
3.1.2		The Buyer and the Seller agree to reschedule the delivery of three (3) firm Aircraft with CAC Id Nos. 159922, 159954, and 159955 from calendar year 2010 to calendar year 2014 and to renumber the Aircraft chronologically.

3.1.3		The Buyer and the Seller agree to reschedule the delivery of four (4) firm Aircraft with CAC Id Nos. 159956, 159957, 159958, and 159959 from calendar year 2010 to calendar year 2015 and to renumber the Aircraft chronologically.
3.1.4		The Buyer and the Seller agree to reschedule the delivery of five (5) firm Aircraft with CAC Id Nos. 159929, 159930, 159931, 159932 and 159933 from calendar year 2011 to calendar year 2015 and to renumber the Aircraft chronologically.

3.2

Option Aircraft

3.2.1		The Buyer and the Seller agree to (i) cancel three (3) option Aircraft with CAC ID No’s. 159966, 159968 and 159969 from calendar year 2011, (ii) cancel four (4) option Aircraft with CAC ID No’s. 159976, 159977, 159988, and 180961 from calendar year 2012, and cancel three option Aircraft with CAC ID No’s. 180 971, 180 972, and 180 982 from calendar year 2013. All rights and obligations of the parties related to these ten (10) option Aircraft are hereby extinguished, except as set forth in Paragraph 3.3.
3.3		Predelivery Payments

3.3.1		With respect to the firm Aircraft rescheduled pursuant to Paragraphs 3.1.1, 3.1.2, 3.1.3 and 3.1.4, the Predelivery Payments already received by the Seller that would not be due if such Aircraft had originally been scheduled to be delivered on the dates set forth in this Amendment, will be [***]. For the avoidance of doubt, all outstanding [***] Predelivery Payments that will be paid [***] in accordance with this Section 3.3.1 [***].
3.3.2		With respect to the option Aircraft cancelled pursuant to Paragraph 3.2.1, the deposit paid to the Seller by the Buyer, in the amount of $[***] per option Aircraft for an aggregate total of US $[***] will be [***].

3.4

Price Revision for the firm Aircraft over the Rescheduling Period

3.4.1		With respect to the firm Aircraft rescheduled pursuant to Paragraphs 3.1.1 and 3.1.3, the escalation provisions set forth in the Agreement shall [***].
3.4.2		With respect to the firm Aircraft rescheduled pursuant to Paragraphs 3.1.2 and 3.1.4 the escalation provisions set forth in the Agreement shall [***].
3.5		Deferral Rights

The provisions set forth in clause 9 of Amendment No. 16, as amended by Amendment No. 20, are hereby deleted and replaced by the following quoted provisions:

QUOTE

9.1

Upon [***] at least [***] prior to the Scheduled Delivery Month of the relevant Aircraft ([***]), the Buyer may convert any Firm Aircraft into a firm order for another model of aircraft (A318, A319 or A321).

UNQUOTE

4.		INTENTIONALLY DELETED
5.		DELIVERY SCHEDULE
5.1		The delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby deleted and replaced by the following quoted provisions:

QUOTE

CACId 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		No. 10		Pre-Amendment No. 16 Aircraft		[***]		2001
41 208		No. 11		Pre-Amendment No. 16 Aircraft		[***]		2001
41 209		No. 12		Pre-Amendment No. 16 Aircraft		[***]		2001
41 228		No. 13		Pre-Amendment No. 16 Aircraft		[***]		2001
41 211		No. 14		Pre-Amendment No. 16 Aircraft		[***]		2002
41 212		No. 15		Pre-Amendment No. 16 Aircraft		[***]		2002
41 218		No. 16		Pre-Amendment No. 16 Aircraft		[***]		2002
41 224		No. 17		Pre-Amendment No. 16 Aircraft		[***]		2002
41 227		No. 18		Pre-Amendment No. 16 Aircraft		[***]		2002
41 225		No. 19		Pre-Amendment No. 16 Aircraft		[***]		2002
41 213		No. 20		Pre-Amendment No. 16 Aircraft		[***]		2002
41 214		No. 21		Pre-Amendment No. 16 Aircraft		[***]		2002

CACId No.		Rank No.		Aircraft		Delivery
41 234		No. 22		Pre-Amendment No. 16 Aircraft		[***]		2002
41 215		No. 23		Pre-Amendment No. 16 Aircraft		[***]		2002
41 216		No. 24		Pre-Amendment No. 16 Aircraft		[***]		2002
41 217		No. 25		Pre-Amendment No. 16 Aircraft		[***]		2002
124 965		No. 26		Pre-Amendment No. 16 Aircraft		[***]		2002
41 235		No. 27		Pre-Amendment No. 16 Aircraft		[***]		2002
41 220		No. 28		Pre-Amendment No. 16 Aircraft		[***]		2002
41 219		No. 29		Pre-Amendment No. 16 Aircraft		[***]		2002
						[***]
41 236		No. 30		Pre-Amendment No. 16 Aircraft		[***]		2003
104 399		No. 31		Pre-Amendment No. 16 Aircraft		[***]		2003
41 237		No. 32		Pre-Amendment No. 16 Aircraft		[***]		2003
124 966		No. 33		Pre-Amendment No. 16 Aircraft		[***]		2003
41 221		No. 34		Pre-Amendment No. 16 Aircraft		[***]		2003
41 238		No. 35		Pre-Amendment No. 16 Aircraft		[***]		2003
41 222		No. 36		Pre-Amendment No. 16 Aircraft		[***]		2003
104 400		No. 37		Pre-Amendment No. 16 Aircraft		[***]		2003
104 401		No. 38		Pre-Amendment No. 16 Aircraft		[***]		2003
41 223		No. 39		Pre-Amendment No. 16 Aircraft		[***]		2003
104 402		No. 40		Pre-Amendment No. 16 Aircraft		[***]		2003
104 443		No. 41		Pre-Amendment No. 16 Aircraft		[***]		2003
104 403		No. 42		Pre-Amendment No. 16 Aircraft		[***]		2003
124 964		No. 43		Pre-Amendment No. 16 Aircraft		[***]		2003
41 226		No. 44		Pre-Amendment No. 16 Aircraft		[***]		2003
						[***]
111 579		No. 45		Pre-Amendment No. 16 Aircraft		[***]		2004
41 245		No. 46		Pre-Amendment No. 16 Aircraft		[***]		2004
41 246		No. 47		Pre-Amendment No. 16 Aircraft		[***]		2004
41 229		No. 48		Pre-Amendment No. 16 Aircraft		[***]		2004
41 247		No. 49		Pre-Amendment No. 16 Aircraft		[***]		2004
41 248		No. 50		Pre-Amendment No. 16 Aircraft		[***]		2004
104 404		No. 51		Pre-Amendment No. 16 Aircraft		[***]		2004
104 405		No. 52		Pre-Amendment No. 16 Aircraft		[***]		2004
41 230		No. 53		Pre-Amendment No. 16 Aircraft		[***]		2004
104 406		No. 54		Pre-Amendment No. 16 Aircraft		[***]		2004
124 967		No. 55		Amendment No.16 Firm Aircraft		[***]		2004
104 415		No. 56		Pre-Amendment No. 16 Aircraft		[***]		2004
104 407		No. 57		Pre-Amendment No. 16 Aircraft		[***]		2004
104 408		No. 58		Pre-Amendment No. 16 Aircraft		[***]		2004
124 968		No. 59		Amendment No.16 Firm Aircraft		[***]		2004

CACId No.		Rank No.		Aircraft		Delivery
104 409		No. 60		Pre-Amendment No. 16 Aircraft		[***]		2005
41 232		No. 61		Pre-Amendment No. 16 Aircraft		[***]		2005
124 959		No. 62		Amendment No.16 Firm Aircraft		[***]		2005
104 410		No. 63		Pre-Amendment No. 16 Aircraft		[***]		2005
104 411		No. 64		Pre-Amendment No. 16 Aircraft		[***]		2005
41 233		No. 65		Pre-Amendment No. 16 Aircraft		[***]		2005
104 412		No. 66		Pre-Amendment No. 16 Aircraft		[***]		2005
124 960		No. 67		Amendment No.16 Firm Aircraft		[***]		2005
104 413		No. 68		Pre-Amendment No. 16 Aircraft		[***]		2005
104 418		No. 69		Pre-Amendment No. 16 Aircraft		[***]		2005
104 414		No. 70		Pre-Amendment No. 16 Aircraft		[***]		2005
124 961		No. 71		Amendment No.16 Firm Aircraft		[***]		2005
104 416		No. 72		Pre-Amendment No. 16 Aircraft		[***]		2005
104 417		No. 73		Pre-Amendment No. 16 Aircraft		[***]		2005
124 962		No. 74		Amendment No.16 Firm Aircraft		[***]		2005
124 963		No. 75		Amendment No.16 Firm Aircraft		[***]		2005
159 936		No. 76		Amendment No. 20 Firm Aircraft		[***]		2006
104 419		No. 77		Pre-Amendment No. 16 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		No. 81		Pre-Amendment No. 16 Aircraft		[***]		2006
41 242		No. 82		Amendment No.16 Firm Aircraft		[***]		2006
41 243		No. 84		Amendment No.16 Firm Aircraft		[***]		2006
104 422		No. 85		Pre-Amendment No. 16 Aircraft		[***]		2006
41 244		No. 86		Amendment No.16 Firm Aircraft		[***]		2006
69 719		No. 87		Amendment No.16 Firm Aircraft		[***]		2006
104 423		No. 88		Pre-Amendment No. 16 Aircraft		[***]		2006
69 720		No. 89		Amendment No.16 Firm Aircraft		[***]		2006
104 420		No. 83		Pre-Amendment No. 16 Aircraft		[***]		2006
69 721		No. 90		Amendment No.16 Firm Aircraft		[***]		2006
159 937		No. 91		Amendment No. 20 Firm Aircraft		[***]		2006
104 424		No. 92		Pre-Amendment No. 16 Aircraft		[***]		2007
104 425		No. 93		Pre-Amendment No. 16 Aircraft		[***]		2007
159 938		No. 94		Amendment No. 20 Firm Aircraft		[***]		2007
104 426		No. 95		Pre-Amendment No. 16 Aircraft		[***]		2007
104 427		No. 96		Pre-Amendment No. 16 Aircraft		[***]		2007
104 428		No. 97		Pre-Amendment No. 16 Aircraft		[***]		2007
69 722		No. 98		Amendment No.16 Firm Aircraft		[***]		2007

CACId No.		Rank No.		Aircraft		Delivery
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
41231		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
159 913		No. 116		Amendment No.16 Firm Aircraft		[***]		2009
159 914		No. 117		Amendment No.16 Firm Aircraft		[***]		2009
159 915		No. 118		Amendment No.16 Firm Aircraft		[***]		2009
159 919		No. 119		Amendment No.16 Firm Aircraft		[***]		2010
159 920		No. 120		Amendment No.16 Firm Aircraft		[***]		2010
159 921		No. 121		Amendment No.16 Firm Aircraft		[***]		2010
69 723		No. 122		Amendment No. 16 Firm Aircraft		Year		2011
69 725		No. 123		Amendment No. 16 Firm Aircraft		Year		2011
104 440		No. 124		Amendment No. 16 Firm Aircraft		Year		2011
104 442		No. 125		Amendment No. 16 Firm Aircraft		Year		2011
159 908		No. 126		Amendment No. 16 Firm Aircraft		Year		2011
159 909		No. 127		Amendment No.16 Firm Aircraft		Year		2012
159 910		No. 128		Amendment No.16 Firm Aircraft		Year		2012
159 911		No. 129		Amendment No.16 Firm Aircraft		Year		2012
159 912		No. 130		Amendment No.16 Firm Aircraft		Year		2012
159 917		No. 131		Amendment No.16 Firm Aircraft		Year		2012
159 918		No. 132		Amendment No.16 Firm Aircraft		Year		2012
159 942		No. 133		Amendment No. 20 Firm Aircraft		Year		2012
159 943		No. 134		Amendment No. 20 Firm Aircraft		Year		2012
159 950		No. 135		Amendment No. 20 Firm Aircraft		Year		2012

CACId No.		Rank No.		Aircraft		Delivery
159 951		No. 136		Amendment No. 20 Firm Aircraft		Year		2012
159 923		No. 137		Amendment No.16 Firm Aircraft		Year		2012
159 924		No. 138		Amendment No.16 Firm Aircraft		Year		2012
159 925		No. 139		Amendment No.16 Firm Aircraft		Year		2012
159 926		No. 140		Amendment No.16 Firm Aircraft		Year		2013
159 927		No. 141		Amendment No.16 Firm Aircraft		Year		2013
159 928		No. 142		Amendment No.16 Firm Aircraft		Year		2013
159 952		No. 143		Amendment No. 20 Firm Aircraft		Year		2013
159 953		No. 144		Amendment No. 20 Firm Aircraft		Year		2013
159 934		No. 145		Amendment No.16 Firm Aircraft		Year		2013
159 939		No. 146		Amendment No. 20 Firm Aircraft		Year		2013
159 960		No. 147		Amendment No. 20 Firm Aircraft		Year		2013
159 961		No. 148		Amendment No. 20 Firm Aircraft		Year		2013
159 962		No. 149		Amendment No. 20 Firm Aircraft		Year		2013
159 963		No. 150		Amendment No. 20 Firm Aircraft		Year		2013
159 964		No. 151		Amendment No. 20 Firm Aircraft		Year		2013
159 965		No. 152		Amendment No. 20 Firm Aircraft		Year		2013
159 916		No. 153		Amendment No.16 Firm Aircraft		Year		2014
159 940		No. 154		Amendment No. 20 Firm Aircraft		Year		2014
159 941		No. 155		Amendment No. 20 Firm Aircraft		Year		2014
159 944		No. 156		Amendment No. 20 Firm Aircraft		Year		2014
159 945		No. 157		Amendment No. 20 Firm Aircraft		Year		2014
159 946		No. 158		Amendment No. 20 Firm Aircraft		Year		2014
159 947		No. 159		Amendment No. 20 Firm Aircraft		Year		2014
159 948		No. 160		Amendment No. 20 Firm Aircraft		Year		2014
159 949		No. 161		Amendment No. 20 Firm Aircraft		Year		2014
159 922		No. 162		Amendment No.16 Firm Aircraft		Year		2014
159 954		No. 163		Amendment No. 20 Firm Aircraft		Year		2014
159 955		No. 164		Amendment No. 20 Firm Aircraft		Year		2014
159 956		No. 165		Amendment No. 20 Firm Aircraft		Year		2015
159 957		No. 166		Amendment No. 20 Firm Aircraft		Year		2015
159 958		No. 167		Amendment No. 20 Firm Aircraft		Year		2015
159 959		No. 168		Amendment No. 20 Firm Aircraft		Year		2015
159 929		No. 169		Amendment No.16 Firm Aircraft		Year		2015
159 930		No. 170		Amendment No.16 Firm Aircraft		Year		2015
159 931		No. 171		Amendment No.16 Firm Aircraft		Year		2015
159 932		No. 172		Amendment No.16 Firm Aircraft		Year		2015
159 933		No. 173		Amendment No.16 Firm Aircraft		Year		2015

CACId No.		Rank No.		Option Aircraft		Delivery
159 967		No. 174		Amendment No.16 Option		[***]		2011
159 970		No. 175		Amendment No.16 Option		[***]		2011
159 971		No. 176		Amendment No.16 Option		[***]		2011
159 978		No. 177		Amendment No.16 Option		[***]		2012
159 979		No. 178		Amendment No.16 Option		[***]		2012
180 962		No. 179		Amendment No. 20 Option		[***]		2012
180 963		No. 180		Amendment No. 20 Option		[***]		2012
180 968		No. 181		Amendment No. 20 Option		[***]		2013
180 969		No. 182		Amendment No. 20 Option		[***]		2013
180 970		No. 183		Amendment No .20 Option		[***]		2013
180 981		No. 184		Amendment No. 20 Option		[***]		2013
180 965		No. 185		Amendment No. 20 Option		[***]		2013
180 966		No. 186		Amendment No. 20 Option		[***]		2013
180 967		No. 187		Amendment No. 20 Option		[***]		2013
159 980		No. 188		Amendment No.16 Option		[***]		2014
159 981		No. 189		Amendment No.16 Option		[***]		2014
159 982		No. 190		Amendment No.16 Option		[***]		2014
159 983		No. 191		Amendment No.16 Option		[***]		2014
180 973		No. 192		Amendment No. 20 Option		[***]		2015
180 974		No. 193		Amendment No. 20 Option		[***]		2015
180 975		No. 194		Amendment No. 20 Option		[***]		2015
180 976		No. 195		Amendment No. 20 Option		[***]		2015

UNQUOTE

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.

8.

CONFIDENTIALITY

This 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.

10.

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.

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

JETBLUE AIRWAYS CORPORATION		AIRBUS S.A.S.
By: /s/ Mark D. Powers		By: /s/ Christophe Mourey
Its: Senior Vice President Treasurer		Its: Senior Vice President Contracts