EX-10.2: SIDE LETTER NO. 24

IAE PROPRIETARY INFORMATION

Exhibit 10.2

IAE Building
400 Main Street
East Hartford, CT 06108 USA

April 2, 2008

JetBlue Airways Corporation
118-29 Queens Blvd.
Forest Hills, NY 11375
Attention: Vice President and Treasurer

Subject:		Side Letter No. 24 to the V2500 General Terms of Sale Agreement between JetBlue Airways Corporation and IAE International Aero Engines AG dated May 4, 1999 (the “Agreement”)

Dear Sir:

IAE is pleased to submit to JetBlue this Side Letter No. 24 to the Agreement in support of JetBlue’s deferral of certain Aircraft deliveries in exchange for certain considerations expressed below. Unless expressly stated to the contrary, and to the extent possible, capitalized terms used in this Side Letter No. 24 shall have the same meaning given to them in the Agreement.

The parties hereby agree as follows:

1.

Eight (8) Aircraft deliveries in 2010 and an additional eight (8) Aircraft in 2011 are deferred so that three (3) Aircraft deliveries are rescheduled for 2012 and the remaining thirteen (13) Aircraft deliveries are rescheduled for 2013; and

2.

Accordingly, Exhibit B-1 to the Agreement (as amended by various Side Letters) is hereby deleted in its entirety and replaced by the revised delivery schedule attached as Exhibit B-1 hereto.

In consideration of IAE agreeing to Items 1 and 2 above, JetBlue agrees to and acknowledges the following:

3.

Notwithstanding any provision of the Agreement to the contrary, each and every credit expressed under the Agreement as of the date of this Side Letter No. 24 and awarded upon the delivery and acceptance of Aircraft with Rank No. [***] and No. [***] (the “2 Month FIA [***] Incremental Firm Aircraft”) shall be escalated from a base month of January 2003 in accordance with Escalation Formula I set forth in Exhibit B-2 to the

IAE PROPRIETARY INFORMATION

Agreement to [***] (i) a date that is [***] prior to the actual delivery date of the corresponding Two Month FIA [***] Incremental Firm Aircraft, or (ii) December 20[***];

4.

Notwithstanding any provision of the Agreement to the contrary, each and every credit expressed under the Agreement as of the date of this Side Letter No. 24 and awarded upon the delivery and acceptance of Aircraft with Rank No. [***] and No. [***] (the “Three Month FIA [***] Incremental Firm Aircraft”) shall be escalated from a base month of January 2003 in accordance with Escalation Formula I set forth in Exhibit B-2 to the Agreement to [***] (i) a date that is [***] prior to the actual delivery date of the corresponding Three Month FIA [***] Incremental Firm Aircraft, or (ii) December 20[***];

5.

The next [***] A320 family aircraft acquired by JetBlue, other than the Firm Aircraft, Incremental Firm Aircraft and 2004 Incremental Firm Aircraft, whether Option Aircraft under the Agreement or new A320 family aircraft acquired via purchase agreements specifically entered into between JetBlue and Airbus, shall be powered by V2500-A5 Engines (the “New Future Aircraft”). For the avoidance of doubt, this exclusivity provision for New Future Aircraft does not include used A320 family aircraft acquired by JetBlue;

6.

As New Future Aircraft are introduced into JetBlue’s fleet of V2500-A5 powered Aircraft, JetBlue shall purchase, operate and maintain a minimum ratio of new spare engines to new installed V2500-A5 engines of no less than [***] with respect to each Engine thrust level per Aircraft model; and

7.

New Future Airctraft that are not Option Aircraft under the Agreement, shall be purchased from IAE by JetBlue pursuant to the commercial terms stated in Sections 1, 2, 4, and 8 under Side Letter No. 17 to the Agreement.

8.

The fleet introductory assistance credits (“FIA Credits”) set forth in this Agreement is governed by Section 6.4 of the Agreement, and in accordance with Section 6.4, such FIA Credits may not be disclosed without the prior written approval of IAE.

9.

Notwithstanding any other agreement to the contrary, FIA Credits that IAE [***], escalated from a base month of January 2003 in accordance with Escalation Formula I set forth in Exhibit B-2 to the Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IAE PROPRIETARY INFORMATION

Except as expressly amended by this Side Letter No. 24, all provisions of the Agreement (as amended from time to time by various side letters and amendments) remain in full force and effect.

Very truly yours, IAE International Aero Engines AG		Agreed to and accepted on behalf of JetBlue Airways Corporation

/s/ Robert G.J. Stirt		/s/ Mark D. Powers
Name Robert G.J. Stirt		Name
Commercial Director — Americas		Senior Vice President Treasurer
Title		Title
2nd April 2008		April 2, 2008
Date		Date

IAE PROPRIETARY INFORMATION

Exhibit B-1
Aircraft Delivery Schedules

As of March 2008

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		Month		Year
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. 16		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

IAE PROPRIETARY INFORMATION

Rank No.		Aircraft		Month		Year
No. 26		Firm Aircraft		[***]			2002
No. 27		Firm Aircraft		[***]			2002
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

IAE PROPRIETARY INFORMATION

Rank No.		Aircraft		Month		Year
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
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		[***]			2005			*
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

IAE PROPRIETARY INFORMATION

Rank No.		Aircraft		Month		Year
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		[***]			2008			*
No. 105		Firm Aircraft		[***]			2008			*
No. 106		Firm Aircraft		[***]			2008			*
No. 107		Firm Aircraft		[***]			2008			*
No. 108		Firm Aircraft		[***]			2008			*
No. 109		Firm Aircraft		[***]			2008			*
No. 110		Firm Aircraft		[***]			2008			*
No. 111		Firm Aircraft		[***]			2008			*
No. 112		Firm Aircraft		[***]			2008			*
No. 113		Firm Aircraft		[***]			2008			*
No. 114		Firm Aircraft		[***]			2008			*
No. 115		Firm Aircraft		[***]			2008			*
No. 116		Firm Aircraft		[***]			2009			*
No. 117		Firm Aircraft		[***]			2009			*
No. 118		Firm Aircraft		[***]			2009			*
No. 119		Firm Aircraft		[***]			2009			*
No. 120		Firm Aircraft		[***]			2009
No. 121		Firm Aircraft		[***]			2009
No. 122		Firm Aircraft		[***]			2009
No. 123		Firm Aircraft		[***]			2009
No. 124		Firm Aircraft		[***]			2009
No. 125		Firm Aircraft		[***]			2009
No. 126		Firm Aircraft		[***]			2009
No. 127		Firm Aircraft		[***]			2009
No. 128		Firm Aircraft		[***]			2010			*
No. 129		Firm Aircraft		[***]			2010			*
No. 130		Firm Aircraft		[***]			2010			*
No. 131		Firm Aircraft		[***]			2010			*
No. 132		Firm Aircraft		[***]			2010

IAE PROPRIETARY INFORMATION

Rank No.		Aircraft		Month		Year
No. 133		Firm Aircraft		[***]			2010
No. 134		Firm Aircraft		[***]			2010
No. 135		Firm Aircraft		[***]			2010
No. 136		Firm Aircraft		[***]			2010
No. 137		Firm Aircraft		[***]			2010
No. 138		Firm Aircraft		Year			2011
No. 139		Firm Aircraft		Year			2011
No. 140		Firm Aircraft		Year			2011
No. 141		Firm Aircraft		Year			2011
No. 142		Firm Aircraft		Year			2011			*
No. 143		Firm Aircraft		Year			2011
No. 144		Firm Aircraft		Year			2011			*
No. 145		Firm Aircraft		Year			2011			*
No. 146		Firm Aircraft		Year			2011			*
No. 147		Firm Aircraft		Year			2011			*
No. 148		Firm Aircraft		Year			2012
No. 149		Firm Aircraft		Year			2012
No. 150		Firm Aircraft		Year			2012
No. 151		Firm Aircraft		Year			2012
No. 152		Firm Aircraft		Year			2012			*
No. 153		Firm Aircraft		Year			2012			*
No. 154		Firm Aircraft		Year			2012			*
No. 155		Firm Aircraft		Year			2012			*
No. 156		Firm Aircraft		Year			2012			*
No. 157		Firm Aircraft		Year			2012			*
No. 158		Firm Aircraft		Year			2012			*
No. 159		Firm Aircraft		Year			2012			*
No. 160		Firm Aircraft		Year			2012			*
No. 161		Firm Aircraft		Year			2013			*
No. 162		Firm Aircraft		Year			2013			*
No. 163		Firm Aircraft		Year			2013			*
No. 164		Firm Aircraft		Year			2013
No. 165		Firm Aircraft		Year			2013
No. 166		Firm Aircraft		Year			2013			*
No. 167		Firm Aircraft		Year			2013			*

IAE PROPRIETARY INFORMATION

Rank No.		Aircraft		Month		Year
No. 168		Firm Aircraft		Year			2013
No. 169		Firm Aircraft		Year			2013
No. 170		Firm Aircraft		Year			2013			*
No. 171		Firm Aircraft		Year			2013			*
No. 172		Firm Aircraft		Year			2013			*
No. 173		Firm Aircraft		Year			2013			*

2004 Option Aircraft

Rank No.

Aircraft

Month

Year

No. 174

Option Aircraft

Year

2009

No. 175

Option Aircraft

Year

2009

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

2010

No. 181

Option Aircraft

Year

2010

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

2012

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.

Rank No.

Aircraft

Month

Year

No. 189

Option Aircraft

Year

2012

No. 190

Option Aircraft

Year

2012

No. 191

Option Aircraft

Year

2012

No. 192

Option Aircraft

Year

2012

No. 193

Option Aircraft

Year

2012

No. 194

Option Aircraft

Year

2012

IAE PROPRIETARY INFORMATION

Rank No.

Aircraft

Month

Year

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. 216

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

Leased Aircraft
Year		Number				Delivery Dates
1999			1			[***]
2000			3			[***]
2001			4			[***]
2003			1			[***]
2004			1			[***]