Sample Business Contracts


V2500 General Terms of Sale Agreement [Side Letter No. 8] - IAE International Aero Engines AG and JetBlue Airways Corp.



                   [LETTERHEAD OF INTERNATIONAL AERO ENGINES]

31 October 2001

JetBlue Airways Corporation
19 Old Kings Highway South, Suite 23
Darien, Connecticut 06820
Attention: Vice President and Treasurer

Subject:    Side letter No. 8 to the V2500 General Terms of Sale Agreement
            between JetBlue Airways Corporation and IAE International Aero
            Engines AG dated May 4, 1999

Ladies and Gentlemen:

We refer to the V2500 General Terms of Sale Agreement between JetBlue Airways
Corporation ("JetBlue") and IAE International Aero Engines AG ("IAE") dated May
4, 1999 (the "Agreement"). Capitalized terms used herein which are not otherwise
defined shall have the same meaning as those given to them in the Agreement.

This Side Letter No. 8 provides flexibility to JetBlue on the payment terms for
certain Purchased Item and sets forth terms and conditions for advancing certain
Fleet Introductory Credits to JetBlue.

1.    PREDELIVERY PAYMENT DEFERRALS

      IAE hereby agrees to allow JetBlue to defer two (2) pre-delivery deposit
      payments due to be paid to IAE in [****] 2001 for Purchased Items numbers
      5 and 6 scheduled for delivery in [****] 2002 and [****] 2003,
      respectively, as follows:

      (i)   that certain deposit of [****] percent ([****]%) of the Estimated
            Purchase Price, in the amount of U.S.$[****], which is to be paid
            to IAE [****] months before the scheduled delivery of Purchased Item
            No. 5 (the "[****] Month PDP Amount"), and

      (ii)  that certain deposit of [****] percent ([****]%) of the Estimated
            Purchase Price, in the amount of U.S.$[****], which is to be
            paid to IAE [****] months before the scheduled delivery of
            Purchased Item No.


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[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.

<Page>

            6 (the "[****] Month PDP Amount," together with the [****] Month
            PDP Amount, the "PDP Amounts"),

      shall now in each case be due and payable to IAE in [****] 2002 at the
      time of the scheduled delivery of Purchased Item No. 4, or should such
      Purchased Item not be delivered in [****] as scheduled, no later than
      the last business day of [****] 2002.

2.    ADVANCED FLEET INTRODUCTORY CREDITS

      IAE agrees to advance certain Fleet Introductory Credits to JetBlue as
      follows:

      (i)   with respect to the Aircraft ranked Nos. 11, 12 and 13, which are
            scheduled for delivery on [****] 2001, [****] 2001 and [****]
            2001, respectively (the "Credit Advance Aircraft"), IAE will advance
            to JetBlue, in addition to the credits already to be provided under
            the Agreement, an additional credit amount with each one of these
            three (3) aircraft only, which is equal (the "FIA Credits") to the
            following: [****]

      JetBlue agrees to that the total amount of such FIA Credits shall be
      repaid to IAE as follows:

      (ii)  commencing with Aircraft No. 14 onwards, IAE shall automatically
            reduce the credit to be provided by IAE on delivery of each aircraft
            at a fixed rate of U.S.$[****] per Aircraft at the time of delivery
            of the Aircraft to JetBlue until the total amount of the FIA Credits
            advanced to JetBlue under this Side Letter No. 8 has been repaid in
            full to IAE (the "Repayment Aircraft"); PROVIDED, HOWEVER, that with
            respect to Aircraft No. 18 only, which is scheduled to be delivered
            in [****] 2002, IAE shall automatically reduce the credit to be
            provided by IAE on delivery of such aircraft by an amount equal to
            the following: [****]


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[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.

<Page>

            [****]

      JetBlue and IAE hereby agree that if JetBlue fails to take delivery of a
      Credit Advance Aircraft or any Repayment Aircraft, or informs IAE or
      Airbus, or IAE in its sole discretion determines, that it will not take
      delivery, of any or all of such Aircraft and spare engines it has firmly
      committed to IAE to purchase, then IAE will immediately cease advancing
      any more FIA Credits to JetBlue and JetBlue will promptly pay to IAE the
      PDP Amounts and any FIA Credits already advanced to JetBlue. In addition,
      if:

      (a)   The present ownership of JetBlue, or a portion thereof which is
            greater than 50 percent of the present ownership is transferred to a
            third party, or there has been a change in the beneficial ownership
            of the total voting power of all classes of stock then outstanding
            which are normally entitled to vote in the election of JetBlue's
            directors. If JetBlue can demonstrate to the satisfaction of IAE
            that the surviving company resulting from the transfer is at least
            as credit worthy as JetBlue prior to such transfer then IAE will
            waive its rights under this Paragraph (a).

      (b)   JetBlue falls to make payment of any indebtedness for borrowed money
            which, in the aggregate, is greater than U.S.$[****] (or its
            equivalent in other currencies) when due (subject to any applicable
            period of grace) or any default or event of default occurs which
            causes such indebtedness to become, or to permit any person to
            declare the same, due prior to its normal maturity and such person
            has not waived its right to declare the same due.

      (c)   JetBlue commences any case, proceeding or other action with respect
            to JetBlue or its property in any jurisdiction relating to
            bankruptcy, insolvency, reorganization, dissolution, liquidation,
            winding-up, or relief from, or with respect to, or readjustment of,
            debts or obligations.

      (d)   JetBlue seeks the appointment of a receiver, trustee, custodian or
            other similar official for JetBlue for all or substantially all of
            its assets, or JetBlue makes a general assignment for the benefit of
            its creditors.

      (e)   JetBlue otherwise becomes the object of any case, proceeding or
            action of the type referred to in the preceding clauses (c) or (d)
            which remains unstayed, undismissed or undischarged for a period of
            sixty (60) days.


--------------------------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.
<Page>

      (f)   An action is commenced against JetBlue seeking issuance of a warrant
            of attachment, execution, distraint or similar process against all
            or any substantial part of its assets which remains unstayed,
            undismissed or undischarged for a period of sixty (60) days; or

      (g)   In the opinion of IAE, a material adverse change has occurred with
            respect to the financial condition or operations of JetBlue since
            the date of this side letter.

      then, in the event that any of the conditions listed in the above
      paragraphs (a) through (g) occur, JetBlue will no longer receive any FIA
      Credits. JetBlue will instead immediately pay IAE in immediately available
      funds all PDP Amounts and FIA Credit Amounts already advanced together
      with interest on the late payment of any such amounts at [****] ([****]%),
      such rate to be determined as of the date that the original payments were
      due. An interest penalty for late payment will be applied from the date
      such PDP Amounts or FIA Credits were due to be paid to IAE until the date
      that IAE receives payment therefor.

3.    SETTLEMENT OF CLAIM

      JetBlue hereby agrees that in consideration of the cost to IAE, including
      the cost of money, in providing pre-delivery payment deferrals and FIA
      Credits to JetBlue, that JetBlue agrees that the IAE commitments hereunder
      are full and final settlement for any and all JetBlue claims arising from
      the late delivery by IAE to JetBlue of that certain V2500-A5 spare engine
      bearing serial number V11033.

Except as expressly amended by this Side Letter No. 8 all provisions of the
Agreement remain in full force and effect.

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


     /s/ ILLEGIBLE                               /s/ T.E. Anderson
---------------------------------            -----------------------------------
Name                                         Name

       VP Finance & CFO                               VICE PRESIDENT
---------------------------------            -----------------------------------
Title                                        Title

       November 2, 2001                              NOVEMBER 2, 2001
---------------------------------            -----------------------------------
Date                                         Date


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[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.


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