AMENDMENT NO. 3 TO PURCHASEAGREEMENT DCT-025/2003

2.1	OPTION AIRCRAFT EXERCISE

Article 21.4 of the Purchase Agreement shall be deleted and replaced as follows:

Option Aircraft Exercise: The option to purchase the Option Aircraft shall be exercised in [***] groups of [***] group of [***] (the ‘‘Option Groups’’) as indicated in the above Option Aircraft delivery table, no later than [***] prior to the Contractual Delivery Month of the first Option Aircraft in each Option Group (the ‘‘Exercise Date’’). The [***] aircraft [***] Option Aircraft is [***]. Buyer shall have the right to [***] the Option Groups.

Exercise of the option to purchase the Option Aircraft shall be accomplished by means of a written notice from Buyer delivered to Embraer by mail, express delivery or facsimile, return receipt requested.

In the event an Option Group is not [***] exercised by its Exercise Date as specified in the preceding paragraph, Buyer shall [***] in such Option Group.

In the event [***] Option Groups [***], Buyer shall also [***] Option Groups.

Buyer shall confirm its option by means of a written notice to Embraer, return receipt requested, on or before [***] prior to the first Option Aircraft of each Option Group as specified above.

All other terms and conditions of the Purchase Agreement, which are not specifically amended by this Amendment 3, shall remain in full force and effect without any change.

[Signature page follows]

[***]	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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IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment 3 to the Purchase Agreement to be effective as of the date first written above.

Embraer - - Empresa Brasileira						JetBlue Airways Corporation
de Aeronáutica S.A.
By:			/s/ Antonio Luiz Pizzaro Manso			By:			/s/ Thomas E. Anderson
Name:			Antonio Luiz Pizzaro Manso			Name:			Thomas E. Anderson
Title:			Executive Vice President			Title:			Senior Vice President
			Corporate & CFO
By:			/s/ Jose Luis D. Molina
Name:			Jose Luis D. Molina
Title:			Director of Contracts
			Airline Market
Date:			December 6, 2006			Date:			December 5, 2006
Place:			Sao Jose Dos Campos, SP			Place:			New York, New York
Witness:			/s/ Erika Lulai Natali			Witness:			/s/ Cindy R. England
Name:			Erika Lulai Natali			Name:			Cindy R. England

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