Amendment No. 38 to the A320 Purchase Agreement Dated as of April 20, 1999 between AVSA, S.A.R.L. and JetBlueAirways Corporation

Exhibit 10.1(aa)

Amendment No. 38

to the A320 Purchase Agreement

Dated as of April 20, 1999

between

AVSA, S.A.R.L.

and

JetBlue Airways Corporation

This Amendment No. 3 (hereinafter referred to as the “Amendment”) is entered into as of October 14, 2011 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, Amendment No. 31 dated as of January 28, 2008, Amendment No. 32 dated as of May 23, 2008, Amendment No. 33 dated July 1, 2009, Amendment No. 34 dated February 5, 2010, Amendment No. 35 dated October 1, 2010, Amendment No. 36 dated June 17, 2011 and Amendment No. 37 dated as of even date herewith is hereinafter called the “Agreement”;

WHEREAS, the Buyer has requested, and the Seller has agreed, on the terms and conditions set forth in this Amendment, to cancel from this Agreement and transfer into a new purchase agreement between the Seller and the Buyer, the remaining fifty-two (52) Aircraft on order under the Agreement;

WHEREAS, the Buyer and the Seller wish to amend certain other terms of the Agreement to reflect the foregoing;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

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

The Buyer and the Seller acknowledge that the Seller has received from the Buyer [***] payments in respect of the Transferred Aircraft. The aggregate amount of such payments is [***] (the “Previous Predelivery Payments”) as of even date herewith. Upon signature of this Amendment, the Previous Predelivery Payments will be irrevocably transferred to the New PA and allocated as specified in such as New PA.

The delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby deleted and replaced by the following quoted provisions:

QUOTE

3

4

5

UNQUOTE

This Amendment will become effective upon execution thereof.

This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the Agreement.

6

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 6 will be void and of no force or effect.

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.

7

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

8

EXHIBIT 1

Ex. 1-1

UNQUOTE

Ex. 1-2