JETBLUE AIRWAYS CORP (Form: 10-Q, Received: 07/25/2008 13:03:06)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission file number: 000-49728

JETBLUE AIRWAYS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		87-0617894
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

118-29 Queens Boulevard, Forest Hills, New York		11375
(Address of principal executive offices)		(Zip Code)

(718) 286-7900

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o
Non-accelerated filer o Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of June 30, 2008, there were 270,660,656 shares of the registrant’s common stock, par value $.01, outstanding.

JetBlue Airways Corporation

FORM 10-Q

INDEX


		Page #’s

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements		1

	Condensed Consolidated Balance Sheets – June 30, 2008 and December 31, 2007	1

	Consolidated Statements of Operations – Three and Six Months Ended June 30, 2008 and 2007	2

	Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2008 and 2007	3

	Notes to Condensed Consolidated Financial Statements	4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		12

Item 3. Quantitative and Qualitative Disclosures About Market Risk		21

Item 4. Controls and Procedures		21

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		22

Item 1.A Risk Factors		22

Item 2. Changes in Securities and Use of Proceeds		22

Item 4. Submission of Matters to a Vote of Security Holders		23

Item 5. Other Information		24

Item 6. Exhibits		24
EX-3.5: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
EX-3.6: FIFTH AMENDED AND RESTATED BYLAWS
EX-10.1: AMENDMENT NO. 32 TO AIRBUS A320 PURCHASE AGREEMENT
EX-10.2: SIDE LETTER NO. 24
EX-10.3: SIDE LETTER NO. 25
EX-12.1: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32: CERTIFICATION


PART 1.	FINANCIAL INFORMATION


Item 1.	Financial Statements

JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data)


	June 30,		December 31,
	2008		2007
	(unaudited)

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	846	$	190
Investment securities and derivative assets		118		644
Receivables, less allowance		132		92
Restricted cash		10		—
Prepaid expenses and other		226		190

Total current assets		1,332		1,116
PROPERTY AND EQUIPMENT
Flight equipment		3,762		3,547
Predelivery deposits for flight equipment		221		238

		3,983		3,785
Less accumulated depreciation		367		336

		3,616		3,449
Other property and equipment		503		475
Less accumulated depreciation		149		130

		354		345

Total property and equipment		3,970		3,794
OTHER ASSETS
Assets constructed for others		547		452
Investment securities		279		—
Restricted cash and securities		129		53
Other		211		183

Total other assets		1,166		688

TOTAL ASSETS	$	6,468	$	5,598

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	118	$	140
Air traffic liability		561		426
Accrued salaries, wages and benefits		88		110
Other accrued liabilities		194		120
Short-term borrowings		30		43
Current maturities of long-term debt and capital leases		369		417

Total current liabilities		1,360		1,256
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS		2,936		2,588
DEFERRED TAXES AND OTHER LIABILITIES
Deferred income taxes		183		192
Construction obligation		528		438
Other		83		88

		794		718
STOCKHOLDERS’ EQUITY
Common stock, $.01 par value; 500,000,000 shares authorized, 270,660,656 and 181,593,440 shares issued and outstanding in 2008 and 2007, respectively		3		2
Additional paid-in capital		1,165		853
Retained earnings		148		162
Accumulated other comprehensive income		62		19

Total stockholders’ equity		1,378		1,036

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,468	$	5,598

See accompanying notes to condensed consolidated financial statements.

JETBLUE AIRWAYS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in millions, except per share amounts)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007

OPERATING REVENUES
Passenger	$	779		$	683		$	1,527		$	1,247
Other		80			47			148			91

Total operating revenues		859			730			1,675			1,338
OPERATING EXPENSES
Aircraft fuel		370			226			678			416
Salaries, wages and benefits		168			158			346			322
Landing fees and other rents		49			47			100			92
Depreciation and amortization		46			43			91			85
Aircraft rent		32			30			64			60
Sales and marketing		42			31			80			60
Maintenance materials and repairs		32			27			65			53
Other operating expenses		99			95			213			190

Total operating expenses		838			657			1,637			1,278

OPERATING INCOME (LOSS)		21			73			38			60
OTHER INCOME (EXPENSE)
Interest expense		(53	)		(56	)		(109	)		(108	)
Capitalized interest		14			11			28			19
Interest income and other		8			15			20			27

Total other income (expense)		(31	)		(30	)		(61	)		(62	)

INCOME (LOSS) BEFORE INCOME TAXES		(10	)		43			(23	)		(2	)
Income tax expense (benefit)		(3	)		22			(8	)		(1	)

NET INCOME (LOSS)	$	(7	)	$	21		$	(15	)	$	(1	)

INCOME (LOSS) PER COMMON SHARE:
Basic	$	(0.03	)	$	0.12		$	(0.07	)	$	—

Diluted	$	(0.03	)	$	0.11		$	(0.07	)	$	—

See accompanying notes to condensed consolidated financial statements.

JETBLUE AIRWAYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)


	Six Months Ended June 30,
	2008			2007

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(15	)	$	(1	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Deferred income taxes		(8	)		(1	)
Depreciation		84			77
Amortization		10			10
Stock-based compensation		6			8
Changes in certain operating assets and liabilities		48			124
Other, net		(20	)		2

Net cash provided by operating activities		105			219
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(376	)		(392	)
Predelivery deposits for flight equipment		(42	)		(59	)
Proceeds from the sale of flight equipment		133			—
Assets constructed for others		(74	)		(131	)
Proceeds from maturities of held-to-maturity investments		—			7
Purchase of available-for-sale securities		(69	)		(269	)
Sale of available-for-sale securities		388			399
Other, net		(59	)		4

Net cash provided by investing activities		(99	)		(441	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from:
Issuance of common stock		316			16
Issuance of long-term debt		476			261
Aircraft sale and leaseback transactions		26			104
Short-term borrowings		17			21
Construction obligation		73			130
Repayment of long-term debt and capital lease obligations		(210	)		(79	)
Repayment of short-term borrowings		(30	)		(38	)
Other, net		(18	)		(5	)

Net cash provided by financing activities		650			410

INCREASE IN CASH AND CASH EQUIVALENTS		656			188
Cash and cash equivalents at beginning of period		190			10

Cash and cash equivalents at end of period	$	846		$	198

See accompanying notes to condensed consolidated financial statements.

JETBLUE AIRWAYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008


Note 1 —	Summary of Significant Accounting Policies

Basis of Presentation: Our condensed consolidated financial statements include the accounts of JetBlue Airways Corporation and our subsidiaries, collectively “we” or the “Company”, with all intercompany transactions and balances having been eliminated. These condensed consolidated financial statements and related notes should be read in conjunction with our 2007 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007, or our 2007 Form 10-K.

These condensed consolidated financial statements are unaudited and have been prepared by us following the rules and regulations of the Securities and Exchange Commission, or the SEC, and, in our opinion, reflect all adjustments including normal recurring items which are necessary to present fairly the results for interim periods. Our revenues are recorded net of excise and other related taxes in our condensed consolidated statements of operations.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted as permitted by such rules and regulations; however, we believe that the disclosures are adequate to make the information presented not misleading. Operating results for the periods presented herein are not necessarily indicative of the results that may be expected for the entire year.

Fair Value: Effective January 1, 2008, JetBlue adopted Statement of Financial Accounting Standard No. 157, Fair Value Measurements , or SFAS 157, which establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. SFAS 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. SFAS 157 also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:


	Level 1	quoted prices in active markets for identical assets or liabilities;

	Level 2	quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or

	Level 3	unobservable inputs, such as discounted cash flow models or valuations.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a listing of our assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy as of June 30, 2008 (in millions).


	Level 1		Level 2		Level 3		Total

Assets
Cash and cash equivalents	$	841	$	—	$	—	$	841
Restricted cash		102		—		—		102
Auction rate securities		—		—		307		307
Aircraft fuel derivatives		—		116		—		116
Interest rate swaps		—		—		2		2

	$	943	$	116	$	309	$	1,368

Cash and cash equivalents/restricted cash: Our cash and cash equivalents, along with our current restricted cash balances, include money market securities that are considered to be highly liquid and easily

tradable. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as level 1 within our fair value hierarchy.

Auction rate securities: At June 30, 2008, the fair values of our auction rate securities, or ARSs, all of which are collateralized by student loan portfolios (substantially all of which are guaranteed by the United States Government), were estimated through discounted cash flow models. Since these inputs were not observable, they are classified as level 3 inputs. At December 31, 2007, these securities were valued based on the markets in which they were trading (level 1 inputs). However, beginning in February 2008, the auctions for all of the ARSs then held by us began failing, resulting in our continuing to hold them beyond their typical auction reset dates and causing a change in the level of inputs used to determine their fair values. For the six months ended June 30, 2008, we recorded an unrecognized temporary loss on our ARSs of $14 million, which is reflected in other comprehensive income in our condensed consolidated balance sheets. Our valuation models assume an average maturity of our ARSs in excess of one year; therefore, we have classified these securities as long term on our June 30, 2008 condensed consolidated balance sheets.

Aircraft fuel derivatives: Our heating oil swaps and heating oil collars are not traded on public exchanges. Their fair values are determined based on inputs that are readily available from public markets; therefore, they are classified as level 2 inputs. We account for all of our aircraft fuel derivatives as cash flow hedges in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, or SFAS 133. The effective portion of realized aircraft fuel hedging derivative gains/(losses) is recognized in fuel expense, while ineffective gains/(losses) are recognized in interest income and other.

Interest rate swaps: In February 2008, we entered into interest rate swaps, which qualify as cash flow hedges in accordance with SFAS 133. The fair values of our interest rate swaps were initially based on inputs received from the counterparty. These values were corroborated by adjusting the active swap indications in quoted markets for similar terms (6 — 8 years) for the specific terms within our swap agreements. There was no ineffectiveness relating to these interest rate swaps for the three or six months ended June 30, 2008, with all of the unrealized losses being deferred in accumulated other comprehensive income.

See Note 9 for more information regarding our hedging instruments.

The following tables reflects the activity for the major classes of our assets and liabilities measured at fair value using level 3 inputs (in millions) for the three and six months ended June 30, 2008:


	Auction Rate			Interest Rate
	Securities			Swaps			Total

Balance as of March 31, 2008	$	313		$	(3	)	$	310
Transfers in		—			—			—
Unrealized gains/(losses), net		(3	)		5			2
Purchases, issuances and settlements, net		(3	)		—			(3	)

Balance as of June 30, 2008	$	307		$	2		$	309

Balance as of December 31, 2007	$	—		$	—		$	—
Transfers in		255			—			255
Unrealized gains/(losses), net		(14	)		2			(12	)
Purchases, issuances and settlements, net		66			—			66

Balance as of June 30, 2008	$	307		$	2		$	309

New Accounting Pronouncements: In March 2008, the Financial Accounting Standards Board, or FASB, affirmed the consensus of FSP APB 14-a, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement ), which applies to all convertible debt instruments that have a “net settlement feature”, which means instruments that by their terms may be settled either wholly or partially in cash upon conversion. FSP APB 14-a requires issuer’s of convertible debt instruments that may be settled wholly or partially in cash upon conversion to separately account for the liability and equity components in a manner reflective of the issuer’s nonconvertible debt borrowing rate.

Previous guidance provided for accounting for this type of convertible debt instrument entirely as debt. FSP APB 14-a is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. We are currently evaluating the impact adoption of FSP APB 14-a may have on our consolidated financial statements.


Note 2 —	Stock-Based Compensation

During the six months ended June 30, 2008, the Company granted approximately 1.6 million restricted stock units under our Amended and Restated 2002 Stock Incentive Plan, at a weighted average grant date fair value of $6.16 per share. At June 30, 2008, 1.7 million restricted stock units were unvested with a weighted average grant date fair value of $6.28 per share.


Note 3 —	Long-term Debt and Capital Lease Obligations

On June 4, 2008, we completed a public offering of $100.6 million aggregate principal amount of 5.5% Series A convertible debentures due 2038, or the Series A Debentures, and $100.6 million aggregate principal amount of 5.5% Series B convertible debentures due 2038, or the Series B Debentures, and collectively with the Series A Debentures, the Debentures. The Debentures are general senior obligations secured in part by an escrow account for each series. We have deposited approximately $32 million of the net proceeds from the offering, representing the first six scheduled semi-annual interest payments on the Debentures, into escrow accounts for the exclusive benefit of the holders of each series of Debentures, which are reflected as restricted cash on our condensed consolidated balance sheets. The net proceeds were approximately $165 million after deducting underwriting fees and other transaction related expenses as well as the $32 million escrow deposit. Interest on the Debentures is payable semi-annually on April 15 and October 15. The first interest payment on the Debentures is due October 15, 2008.

Holders of the Series A Debentures may convert them into shares of our common stock at any time at a conversion rate of 220.6288 shares per $1,000 principal amount of Series A Debentures. Holders of the Series B Debentures may convert them into shares of our common stock at any time at a conversion rate of 225.2252 shares per $1,000 principal amount of Series B Debentures. The conversion rates are subject to adjustment should we declare common stock dividends or effect any common stock splits or similar transactions. If the holders convert the Debentures in connection with a fundamental corporate change that occurs prior to October 15, 2013 for the Series A Debentures or October 15, 2015 for the Series B Debentures, the applicable conversion rate may be increased depending upon our then current common stock price. The maximum number of shares into which all Debentures are convertible, including pursuant to this make-whole fundamental change provision, is 54.4 million shares.

We may redeem any of the Debentures for cash at a redemption price of 100% of their principal amount, plus accrued and unpaid interest at any time on or after October 15, 2013 for the Series A Debentures and October 15, 2015 for the Series B Debentures. Holders may require us to repurchase the Debentures for cash at a repurchase price equal to 100% of their principal amount plus accrued and unpaid interest, if any, on October 15, 2013, 2018, 2023, 2028, and 2033 for the Series A Debentures and October 15, 2015, 2020, 2025, 2030, and 2035 for the Series B Debentures; or at any time prior to their maturity upon the occurrence of a certain designated event. Holders who convert their Debentures prior to April 15, 2011 will receive, in addition to the number of shares of our common stock calculated at the applicable conversion rate, a cash payment from the escrow account for Debentures of the series converted equal to the sum of the remaining interest payments that would have been due on or before April 15, 2011 in respect of the converted Debentures.

lending agreement, the share borrower will be required to return the borrowed shares when the Debentures are no longer outstanding. We did not receive any proceeds from the sale of the borrowed shares by the share borrower, but we did receive a nominal lending fee of $0.01 per share from the share borrower for the use of the borrowed shares.

The net proceeds from our public offering of the Debentures described above were used for the repurchase of substantially all of our $175 million principal amount of 3.5% convertible notes due 2033, issued in July 2003, which became subject to repurchase at the holder’s option on July 15, 2008.

In July 2008, we executed a line of credit which allows for borrowings of up to $110 million through July 20, 2009. Advances under this agreement will bear interest at the Open Federal Funds rate plus 2.30%. This line of credit is secured by a majority of our auction rate securities, with total borrowings available subject to reduction should any of the underlying collateral be sold, or should there be a significant drop in the fair value of the underlying collateral. Advances may be used to fund working capital requirements, capital expenditures or other general corporate purposes, except that they may not be used to purchase any securities or to refinance any debt. We have provided various representations, warranties and other covenants, including a financial covenant to maintain at least $300 million in cash and cash equivalents throughout the term of the agreement.

During the six months ended June 30, 2008, we issued $249 million in fixed rate equipment notes due through 2023 and $45 million in floating rate equipment notes due through 2020, which are secured by six Airbus A320 Aircraft and four EMBRAER 190 aircraft. We also sold four owned Airbus A320 aircraft for $133 million and repaid $86 million in associated debt. We also made $211 million in other scheduled principal payments on our outstanding debt and capital leases. At June 30, 2008, the weighted average interest rate of all of our long-term debt was 5.0% and scheduled maturities were $294 million for the remainder of 2008, $156 million in 2009, $162 million in 2010, $160 million in 2011, $196 million in 2012 and $2.3 billion thereafter. The weighted average interest rate of our outstanding short-term borrowings at June 30, 2008 and December 31, 2007 was 4.7% and 6.7%, respectively.


Note 4 —	Assets Constructed for Others

In November 2005, we executed a lease agreement with the Port Authority of New York and New Jersey, or the PANYNJ, for the construction and operation of a new terminal at New York’s John F. Kennedy International Airport, which the PANYNJ will own. We have evaluated this lease and have concluded that we bear substantially all of the construction period risk. As a result, we are considered the owner of the project for financial reporting purposes only and are required to reflect an asset and liability for in-process construction related to this project on our balance sheets. To date, we have paid $554 million in project costs and have capitalized $53 million in interest, which are reflected as Assets Constructed for Others as well as Other Property and Equipment in the accompanying condensed consolidated balance sheets. Reimbursements from the PANYNJ and financing charges totaled $547 million through June 30, 2008 and are reflected as Construction Obligation in our condensed consolidated balance sheet, net of $19 million in scheduled payments to the PANYNJ.


Note 5 —	Comprehensive Loss

Comprehensive loss includes changes in fair value of our aircraft fuel derivatives and interest rate swap agreements, which qualify for hedge accounting, and unrealized losses on our auction-rate securities that are

classified as available for sale securities. The differences between net income (loss) and comprehensive income for each of these periods are as follows (dollars are in millions):


	Three Months Ended
	June 30,
	2008			2007

Net Income (Loss)	$	(7	)	$	21
Aircraft Fuel Derivatives
Change in fair value (net of taxes, $47 and $3)		72			4
Reclassification into earnings (net of taxes, $18 and $3)		(27	)		(4	)
Interest Rate Swap Agreements
Change in fair value (net of taxes, $2 and $0)		3			—
Available for Sale Securities
Unrealized losses (net of taxes, $1 and $0)		(2	)		—

Comprehensive Income	$	39		$	21


	Six Months Ended
	June 30,
	2008			2007

Net Loss	$	(15	)	$	(1	)
Aircraft Fuel Derivatives
Change in fair value (net of taxes, $59 and $7)		90			19
Reclassification into earnings (net of taxes, $26 and $0)		(40	)		—
Interest Rate Swap Agreements
Change in fair value (net of taxes, $1 and $0)		1			—
Available for Sale Securities
Unrealized losses (net of taxes, $5 and $0)		(8	)		—

Comprehensive Income	$	28		$	18


Note 6 —	Earnings (Loss) Per Share

The following table shows how we computed basic and diluted loss per common share (dollars in millions; share data in thousands):


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2008			2007		2008			2007

Numerator:
Net income (loss)	$	(7	)	$	21	$	(15	)	$	(1	)
Effect of dilutive securities:
Interest on convertible debt, net of profit sharing and income taxes		—			2		—			—

Net income (loss) applicable to common stockholders after assumed conversion for diluted earnings per share	$	(7	)	$	23	$	(15	)	$	(1	)

Denominator:
Weighted average shares outstanding for basic earnings (loss) per share		225,283			179,514		219,850			178,862
Effect of dilutive securities:
Employee stock options		—			4,441		—			—
Convertible debt		—			14,620		—			—
Unvested common stock		—			10		—			—

Adjusted weighted average shares outstanding and assumed conversions for diluted earnings (loss) per share		225,283			198,585		219,850			178,862

For the three and six months ended June 30, 2008, a total of approximately 44.9 million shares of our common stock, which were loaned to our share borrower pursuant to the terms of our share lending agreement as described in Note 2 above, are issued and outstanding for corporate law purposes and holders of the borrowed shares have all the rights of a holder of our common stock. However, because the share borrower must return to us all borrowed shares (or identical shares), the borrowed shares are not considered outstanding for the purpose of computing and reporting basic or diluted earnings(loss) per share.

For the three and six months ended June 30, 2008, a total of 65.7 million shares issuable upon conversion of our convertible debt were excluded from the diluted loss per share computation since the assumed conversion would be anti-dilutive. For the three and six months ended June 30, 2007, 6.2 million and 20.8 million shares, respectively, were excluded.

We have also excluded 49.4 million shares issuable upon exercise of outstanding stock options for the three and six months ended June 30, 2008 from the diluted earnings (loss) per share computation since they were anti-dilutive. For the three and six months ended June 30, 2007, 24.7 million and 31.3 million shares, respectively, were excluded.


Note 7 —	Employee Retirement Plan

We sponsor a retirement savings 401(k) defined contribution plan and a profit sharing plan, or the Plan. All employees are eligible to participate in the plan. Our contributions expensed for the Plan for the three months ended June 30, 2008 and 2007 were $10 million and $11 million, respectively, and contributions expensed for the Plan for the six months ended June 30, 2008 and 2007 were $22 million and $21 million, respectively.


Note 8 —	Commitments and Contingencies

As of June 30, 2008, including the May 2008 amendment to our Airbus A320 purchase agreement, which deferred delivery of 21 Airbus A320 aircraft originally scheduled for delivery from 2009 through 2011 to 2014 through 2015, our firm aircraft orders consisted of 64 Airbus A320 aircraft, 69 EMBRAER 190 aircraft and 23 spare engines scheduled for delivery through 2015. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations and predelivery deposits, will be approximately $265 million for the remainder of 2008, $415 million in 2009, $445 million in 2010, $555 million in 2011, $895 million in 2012 and $2.52 billion thereafter. In July, 2008, we deferred delivery of 10 EMBRAER 190 aircraft previously scheduled for delivery from 2009 through 2011 to 2016. The impact of our EMBRAER 190 deferral is not reflected in the committed expenditures above.

During the six months ended June 30, 2008, we entered into a sale-leaseback transaction for one EMBRAER 190 aircraft, a short-term operating lease for another EMBRAER 190 aircraft, as well as leases for certain other facilities and equipment. Future minimum lease payments associated with these operating leases totaled $48 million at June 30, 2008. These amounts are in addition to the minimum lease payments described in Note 3 to our audited financial statements included in our 2007 Form 10-K.

We utilize several credit card processors to process our ticket sales. Our agreements with these processors do not contain covenants, but do generally allow the processors to withhold cash reserves to protect the processor for potential liability for tickets purchased, but not yet used for travel. Historically, we have not had cash reserves withheld; however, in June 2008, a $35 million letter of credit, collateralized by cash, was issued to one of our primary processors. We may be required to issue additional collateral to our credit card processors, or other key vendors in the future.


Note 9 —	Financial Instruments and Risk Management

We are exposed to the effect of changes in the price and availability of aircraft fuel. To manage this risk, we periodically enter into crude or heating oil option contracts and swap agreements. The following is a summary of our derivative contracts (in millions, except as otherwise indicated):


	2008		2007

At June 30:
Fair value of fuel derivative instruments	$	116	$	32
Longest remaining term (months)		12		12
Hedged volume (barrels, in thousands)		2,979		3,272


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007

Hedge effectiveness net gains (losses) recognized in aircraft fuel expense	$	58		$	8		$	83		$	(1	)
Hedge ineffectiveness net gains recognized in other income (expense)		1			3			1			4
Other hedge net gains recognized in other income (expense)		—			—			—			—
Percentage of actual consumption economically hedged		47	%		65	%		41	%		68	%

We are also exposed to the variability of interest rates on our floating rate equipment notes. In 2008, we entered into interest rate swap agreements whereby we swapped the floating rate interest, based on three-month LIBOR, related to our 2004-2 Series enhanced equipment trust facility G-1 notes for an effective 4.3% fixed interest rate. The notional amount hedged was initially $152 million and will be reduced through maturity in 2016 as scheduled principal payments are made on the notes.


Note 10 —	LiveTV

During the six months ended June 30, 2008, LiveTV installed in-flight entertainment systems for other airlines on 20 aircraft bringing total installations of these systems for other airlines to 392 aircraft. Third-party revenues for the three months ended June 30, 2008 and 2007 were $13 million and $10 million, respectively, and third-party revenues for the six months ended June 30, 2008 and 2007 were $26 million and $18 million,

respectively. Deferred profit on hardware sales and advance deposits for future hardware sales included in non-current liabilities in the accompanying condensed consolidated balance sheets was $24 million and $28 million at June 30, 2008 and December 31, 2007, respectively. Deferred profit to be recognized as income on installations completed through June 30, 2008 will be approximately $3 million for the remainder of 2008, $7 million in 2009, $2 million in each of 2010 through 2012, and $6 million thereafter.


Note 11 —	Stockholders’ Equity

In January 2008, we completed a $301 million, net of transaction costs, equity offering to Deutsche Lufthansa AG. Under the terms of the agreement Lufthansa purchased, in a private placement, approximately 42.6 million newly issued shares of JetBlue common stock, which represented approximately 19% of JetBlue’s then outstanding common stock. Under the terms of the agreement, a Lufthansa nominee, Christoph Franz, was appointed to our Board of Directors.


Item 2.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations.*

Outlook

The U.S. domestic airline industry continues to be severely impacted by soaring fuel prices. Our average price per gallon of fuel in the second quarter of 2008 increased by nearly 60% over the same period in 2007. Domestic airlines have responded to the unprecedented rise in fuel prices by reducing their planned domestic capacity in 2008 and beyond, raising fees and/or furloughing employees. Although the fares charged by domestic airlines have increased on a year over year basis, these increases have not been sufficient to offset the record increases in fuel costs and, as a result, the industry as a whole is facing record losses in 2008. Several U.S. airlines have either filed for bankruptcy protection thus far in 2008 or have ceased operations all together. In April 2008, Delta Air Lines and Northwest Airlines entered into a definitive agreement to merge, subject to approvals. In July 2008, Southwest Airlines and Westjet Airlines announced plans for a code-share partnership, a significant development for domestic low cost carriers. There continue to be reports of potential further consolidation, alliances and liquidation in the industry. We are unable to predict what the effect would be of further industry bankruptcies, liquidations or consolidation on JetBlue or the domestic airline industry as a whole.

During the second quarter of 2008, we continued to moderate our growth plans and focus on liquidity preservation. In May, we deferred the delivery of 21 Airbus A320 aircraft that had been scheduled for delivery between 2009 and 2011 to between 2014 and 2015. In July, we deferred the delivery of 10 EMBRAER 190 aircraft that had been scheduled for delivery between 2009 and 2011 to 2016. These deferrals have reduced our near term capital funding requirements and reduced our near term debt burden. We also successfully accessed the capital markets by completing a new $201 million convertible debt financing in June, the net proceeds of which were used to repay substantially all of our $175 million principal amount of 3.5% convertible debt issued in 2003. In July, we executed a $110 million line of credit, secured by a portion of our auction rate securities, which provides us with additional liquidity, if needed. We also completed four previously announced A320 aircraft sales, which generated $133 million in proceeds, or $47 million after repayment of the related debt. We have commitments for the sale of five additional A320 aircraft throughout the remainder of 2008 and one in 2009. We may further slow our growth through additional aircraft sales, leasing aircraft, grounding aircraft, returns of leased aircraft and/or deferral of aircraft deliveries.

We have also continued our focus on new and innovative ways to increase our revenues which serve to enhance the JetBlue Experience and not compromise it. During the second quarter of 2008, customers were able to experience our new Even More Legroom offering, which consists of 38 inches of seat pitch in selected rows, for a modest fee on selected flights. The customer feedback from this product offering has been very positive. In addition, similar to others in the industry, we began charging a fee for customer’s second checked bag and have also increased our reservation change fees. During the quarter, we also launched a Spanish website, which we believe is very helpful to many of our customers, and have improved the pay per view movie offerings available onboard all of our aircraft.

Our focus on cost control and cash preservation has helped us to take advantage of market opportunities. For example, we have increased our presence in the Caribbean by redeploying aircraft into Puerto Rico and the Dominican Republic, which we expect will further strengthen our financial position as these markets have historically tended to generate higher revenue than mainland flights of a comparable distance. We also have one of the youngest and most fuel efficient fleets in the industry, with an average age per aircraft of three years, which we believe gives us a competitive advantage, especially in the current fuel environment.

We expect our full-year operating capacity to increase approximately 0% to 2% over 2007 with the net addition of three Airbus A320 aircraft and seven EMBRAER 190 aircraft to our operating fleet. We expect that the EMBRAER 190 aircraft will represent approximately 13% of our total 2008 operating capacity. Assuming fuel prices of $3.27 per gallon, net of effective hedges, our cost per available seat mile for 2008 is expected to increase 25% to 27% over 2007. We expect our full year operating margin to be between negative 1% and 1% and our pre-tax margin to be between negative 5% and negative 3%.

Results of Operations

Our operating revenue per available seat mile for the quarter increased 13% over the same period in 2007. Our average fares for the quarter increased 13% over 2007 to $138, while our load factor declined 2.9 points to 80.6% from a year ago.

Our on-time performance, defined by the Department of Transportation, or DOT, as arrival within 14 minutes of schedule, was 73.8% in the second quarter of 2008 compared to 69.0% for the same period in 2007, while our completion factor was 98.9% and 98.5% in 2008 and 2007, respectively.

Three Months Ended June 30, 2008 and 2007

We reported a net loss of $7 million for the three months ended June 30, 2008, compared to net income of $21 million for the three months ended June 30, 2007. Diluted loss per share was $.03 for the second quarter of 2008 compared to diluted earnings per share of $0.11 for 2007. Our operating income for the three months ended June 30, 2008 was $21 million compared to $73 million for the same period last year, and our pre-tax margin decreased 7 points from 2007.

Our second quarter 2008 and 2007 tax rates differ from the statutory rate due to the non-deductibility of certain items for tax purposes and the relationship of these items to our operating results for the quarter. The impact of these non-deductible items on our full-year operating results could result in our full year 2008 effective tax rate differing from that of our second quarter rate.

Operating Revenues. Operating revenues increased 18%, or $129 million, over the same period in 2007 primarily due to a 14%, or $96 million, increase in passenger revenues. The increase in passenger revenues was largely attributable to a 14% increase in yield and a 4% increase in capacity over the second quarter of 2007.

Other revenue increased 70%, or $33 million, primarily due to higher change fee and excess baggage revenue resulting from more passengers and increased change fee rates. Other revenue also increased due to additional LiveTV third party revenues, marketing component of TrueBlue point sales, rental income, and inflight sales.

Operating Expenses. Operating expenses increased 28%, or $181 million, over the same period in 2007, primarily due to higher fuel prices and increased capacity. Operating capacity increased 4% to 8.4 billion available seat miles due to having 13 additional average aircraft in service during 2008. Operating expenses per available seat mile increased 23% to 9.99 cents for the three months ended June 30, 2008. Excluding fuel, our cost per available seat mile for the three months ended June 30, 2008 was 5% higher compared to the same period in 2007. In detail, operating costs per available seat mile were as follows (percent changes are based on unrounded numbers):


	Three Months Ended
	June 30,				Percent
	2008		2007		Change
	(in cents)

Operating expenses:
Aircraft fuel		4.40		2.80		57.5	%
Salaries, wages and benefits		2.01		1.96		2.0	%
Landing fees and other rents		.59		.58		0.9	%
Depreciation and amortization		.55		.53		4.2	%
Aircraft rent		.38		.38		—	%
Sales and marketing		.49		.37		31.5	%
Maintenance materials and repairs		.38		.34		12.5	%
Other operating expenses		1.19		1.18		1.5	%

Total operating expenses		9.99		8.14		22.8	%

Aircraft fuel expense increased 64%, or $144 million, due to a 59% increase in average fuel cost per gallon, or $136 million after the impact of fuel hedging, and four million more gallons of aircraft fuel consumed, resulting in $8 million of additional fuel expense. Aircraft fuel prices continued to rise to record

high levels, with our average fuel gallon at $3.17 for the second quarter of 2008 compared to $2.00 for the second quarter of 2007. Cost per available seat mile increased 58% primarily due to the increase in fuel price.

Salaries, wages and benefits increased 6%, or $10 million, due primarily to a 6% increase in average full-time equivalent employees.

Landing fees and other rents increased 5%, or $2 million, due to a 6% increase in departures over 2007. Cost per available seat mile remained consistent with the same period in 2007.

Depreciation and amortization increased 8%, or $3 million, primarily due to having an average of eight more owned and capital leased aircraft in 2008. Cost per available seat mile increased 4% as a result of our fleet being comprised of more owned and capital leased aircraft.

Aircraft rent increased 5%, or $2 million, due to four more aircraft leases in 2008 compared to the same period in 2007. Cost per available seat mile remained unchanged when compared to the same period in 2007.

Sales and marketing expense increased 37%, or $10 million, due primarily to $6 million more in advertising costs in connection with our new “jetting” campaign and $4 million in higher credit card fees resulting from increased passenger revenues. The majority of our sales are booked through a combination of our website and our own reservation agents (77.2% and 9.5% in the second quarter of 2008, respectively). On a cost per available seat mile basis, sales and marketing expense increased 32% primarily due to increased advertising.

Maintenance, materials, and repairs increased 17%, or $5 million, due to an average of 13 additional more operating aircraft in 2008, compared to the same period in 2007. Cost per available seat mile increased 13% primarily due to the gradual aging of our fleet which results in additional repairs. Maintenance expense is expected to increase significantly as our fleet ages.

Other operating expenses increased 5%, or $5 million, primarily due to higher variable costs associated with a 4% increase in capacity, taxes associated with the increase in fuel price, research and development related to LiveTV’s in-flight data connectivity; partially offset by $13 million in gains on the sale of four A320 aircraft in 2008. Cost per available seat mile increased 2% primarily due to additional LiveTV third party customer installations and taxes associated with the increase in fuel price.

Other Income (Expense). Interest expense decreased 4%, or $3 million, primarily due to the impact of lower interest rates and the retirement of debt associated with sold aircraft partially offset by the financing of 15 additional aircraft. Interest expense also included an increased accretion in interest of $5 million related to our construction obligation for our new terminal at John F. Kennedy International Airport, or JFK, which was capitalized and contributed to the $3 million increase in capitalized interest, which was otherwise lower due to the decline in interest rates.

Interest income and other decreased 44%, or $7 million, primarily due to lower interest rates on cash and investment balances which resulted in $5 million less interest income in 2008 despite slightly higher average cash and investment balances. We also had $2 million in higher fuel hedging gains in 2007 than in 2008. We are unable to predict what the amount of accounting ineffectiveness will be related to our crude and heating oil derivative instruments each period, or the potential loss of hedge accounting, which is determined on a derivative-by-derivative basis, due to the volatility in the forward markets for these commodities.

Six Months Ended June 30, 2008 and 2007

We reported a net loss of $15 million for the six months ended June 30, 2008 compared to a $1 million net loss for the six months ended June 30, 2007. Diluted loss per share was $.07 for the six months ended June 30, 2008 and $0.00 for 2007. Our operating income for the six months ended June 30, 2008 was $38 million compared to of $60 million for the same period in 2007, and our pre-tax margin decreased 1.3 points from 2007.

Operating Revenues. Operating revenues increased 25%, or $337 million, over the same period in 2007 primarily due to a 23%, or $280 million, increase in passenger revenues. The increase in passenger revenues was largely attributable to a 17% increase in yield and 9% increase in capacity over the first half of 2007.

Other revenue increased 62%, or $57 million, primarily due to higher change fee and excess baggage revenue resulting from more passengers and increased change fee rates. Other revenue also increased due to

additional LiveTV third party revenues, marketing component of TrueBlue point sales and higher rental income and inflight sales.

Operating Expenses. Operating expenses increased 28%, or $359 million, over the same period in 2007, primarily due to higher fuel prices and increased capacity. Operating capacity increased 9% to 16.8 billion available seat miles as a result of having an average of 14 more aircraft in service during 2008. Operating expenses per available seat mile increased 18% to 9.75 cents for the six months ended June 30, 2008. Excluding fuel, our cost per available seat mile for the six months ended June 30, 2008 was 2% higher than the same period in 2007. In detail, operating costs per available seat mile were as follows (percent changes are based on unrounded numbers):


	Six Months Ended
	June 30,				Percent
	2008		2007		Change
	(in cents)

Operating expenses:
Aircraft fuel		4.04		2.70		49.8	%
Salaries, wages and benefits		2.05		2.10		(1.3	)%
Landing fees and other rents		.60		.59		0.6	%
Depreciation and amortization		.54		.55		(1.5	)%
Aircraft rent		.38		.39		(2.0	)%
Sales and marketing		.48		.39		24.2	%
Maintenance materials and repairs		.39		.34		12.7	%
Other operating expenses		1.27		1.22		2.7	%

Total operating expenses		9.75		8.28		17.8	%

Aircraft fuel expense increased 63%, or $262 million, due to a 50% increase in average fuel cost per gallon, or $225 million after the impact of fuel hedging, and 19 million more gallons of aircraft fuel consumed, resulting in $37 million of additional fuel expense. Aircraft fuel prices continued to rise to record high levels, with our average fuel cost per gallon at $2.91 for the six months ended June 30, 2008 compared to $1.95 for the same period in 2007. Cost per available seat mile increased 50% primarily due to the increase in fuel price.

Salaries, wages and benefits increased 7%, or $24 million, due primarily to a 7% increase in average full-time equivalent employees. Cost per available seat mile decreased 1.3% as a result of higher wages paid during and after the February 2007 ice storm.

Landing fees and other rents increased 9%, or $8 million, due to a 9% increase in departures over 2007. Cost per available seat mile remained the unchanged from 2007.

Depreciation and amortization increased 7%, or $6 million, primarily due to having an average of eight more owned and capital-leased aircraft in 2008. Cost per available seat mile was 2% lower as a result of fleet modification work performed in 2007 which resulted in accelerated depreciation.

Aircraft rent increased 7%, or $4 million, due to six more aircraft leases in 2008 compared to the same period in 2007. Cost per available seat mile decreased 2% due to a lower percentage of our fleet being leased.

Sales and marketing expense increased 35%, or $20 million, due to $9 million in higher credit card fees resulting from increased passenger revenues and $3 million in higher commissions as well as $8 million in higher advertising costs in 2008. The majority of our sales are booked through a combination of our website and our own reservation agents (77.0% and 10.3% in 2008, respectively). On a cost per available seat mile basis, sales and marketing expense increased 24% primarily due to higher advertising costs.

Maintenance, materials, and repairs increased 23%, or $12 million, due to an 11% increase average operating aircraft in 2008 compared to the same period in 2007. Cost per available seat mile increased 13% primarily due to the gradual aging of our fleet which results in additional repairs. Maintenance expense is expected to increase significantly as our fleet ages.

Other operating expenses increased 12%, or $23 million, primarily due to higher variable costs associated with a 9% increase in capacity, taxes associated with the increase in fuel price, research and development

related to LiveTV’s in-flight data connectivity and higher LiveTV third party costs of sales offset partially by $13 million of gains on the sale of four aircraft in 2008. Cost per available seat mile increased 3% primarily due to higher LiveTV expenses and fuel taxes.

Other Income (Expense). Interest expense increased 2%, or $1 million, primarily due the financing of 15 additional aircraft, which resulted in $12 million of additional interest expense, partially offset by the retirement of debt associated with sold aircraft and the impact of lower interest rates. Interest expense also included an increased accretion in interest of $9 million related to our construction obligation for our new terminal at JFK, which was capitalized and contributed to the $9 million increase in capitalized interest.

Interest income and other decreased 26%, or $7 million, as a result of lower interest rates on cash and investment balances and $3 million in lower fuel hedging gains in 2008 compared to 2007.

The following table sets forth our operating statistics for the three and six months ended June 30, 2008 and 2007:


	Three Months Ended									Six Months Ended
	June 30,						Percent			June 30,						Percent
	2008			2007			Change			2008			2007			Change

Operating Statistics:
Revenue passengers (thousands)		5,637			5,587			0.9			11,155			10,678			4.5
Revenue passenger miles (millions)		6,756			6,736			0.3			13,319			12,678			5.1
Available seat miles (ASMs) (millions)		8,383			8,066			3.9			16,778			15,436			8.7
Load factor		80.6	%		83.5	%		(2.9	)pts.		79.4	%		82.1	%		(2.7	)pts.
Breakeven load factor ⁽¹⁾		84.1	%		79.6	%		4.5	pts.		83.1	%		83.5	%		(0.4	)pts.
Aircraft utilization (hours per day)		12.6			13.2			(4.2	)		12.8			12.9			(1.0	)
Average fare	$	138.13		$	122.17			13.1		$	136.90		$	116.74			17.3
Yield per passenger mile (cents)		11.53			10.13			13.7			11.47			9.83			16.6
Passenger revenue per ASM (cents)		9.29			8.46			9.8			9.10			8.08			12.7
Operating revenue per ASM (cents)		10.24			9.05			13.2			9.98			8.67			15.2
Operating expense per ASM (cents)		9.99			8.14			22.8			9.75			8.28			17.8
Operating expense per ASM, excluding fuel (cents)		5.59			5.34			4.7			5.71			5.58			2.3
Airline operating expense per ASM (cents) ⁽¹⁾		9.69			8.07			20.1			9.53			8.21			16.1
Departures		52,236			49,513			5.5			104,501			96,087			8.8
Average stage length (miles)		1,138			1,135			0.3			1,135			1,111			2.1
Average number of operating aircraft during period		139.6			126.7			10.2			138.0			124.1			11.2
Average fuel cost per gallon	$	3.17		$	2.00			58.5		$	2.91		$	1.95			49.5
Fuel gallons consumed (millions)		116			113			3.3			233			214			8.9
Percent of sales through jetblue.com during period		77.2	%		74.0	%		3.2	pts.		77.0	%		75.2	%		1.8	pts.
Full-time equivalent employees at period end ⁽¹⁾											9,856			9,421			4.6


(1)		Excludes operating expenses and employees of LiveTV, LLC, which are unrelated to our airline operations.

Liquidity and Capital Resources

At June 30, 2008, we had unrestricted cash and cash equivalents of $846 million compared to cash and cash equivalents of $190 million at December 31, 2007. Cash flows from operating activities were $105 million for the six months ended June 30, 2008 compared to $219 million for the six months ended June 30, 2007. The decrease in operating cash flows was primarily the result of a 50% higher price of fuel in 2008 compared to 2007. We rely primarily on operating cash flows to provide working capital. At June 30, 2008, we had no lines of credit other than one short-term borrowing facility for certain aircraft predelivery deposits. At June 30, 2008, we had $30 million in borrowings outstanding under this facility.

Investing Activities. During the six months ended June 30, 2008, capital expenditures related to our purchase of flight equipment included expenditures of $339 million for ten aircraft and two spare engines,

$42 million for flight equipment deposits and $5 million for spare part purchases. Capital expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were $32 million. Net cash provided by the purchase and sale of available-for-sale securities was $319 million and proceeds from the sale of four aircraft were $133 million. We posted $52 million in restricted cash that collateralizes letters of credit issued to certain of our business partners, including $35 million for one of our primary credit card processors.

During the six months ended June 30, 2007, capital expenditures related to our purchase of flight equipment included expenditures of $361 million for 11 aircraft and three spare engines, $59 million for flight equipment deposits and $7 million for spare part purchases. Capital expenditures for other property and equipment, including ground equipment purchases and facilities improvements, were $24 million. Net cash provided by the purchase and sale of available-for-sale securities was $130 million.

Financing Activities. Financing activities for the six months ended June 30, 2008 consisted of (1) the issuance of approximately 42.6 million shares of common stock to Deutsche Lufthansa AG for approximately $301 million, net of transaction costs, (2) our issuance of $201 million of 5.5% convertible debentures, raising net proceeds of approximately $165 million after depositing approximately $32 million to related interest escrow accounts and paying issuance costs, (3) our issuance of $249 million in fixed equipment notes to European banks and $58 million in floating rate equipment notes to European banks secured by six Airbus A320, four EMBRAER 190 aircraft and two spare engines, (4) repayment of $86 million of debt associated with the sale of four aircraft, (5) scheduled maturities of $124 million of debt and capital lease obligations, (6) reimbursement of construction costs incurred for our new terminal at JFK of $73 million and (7) the sale-leaseback over 18 years of one EMBRAER 190 aircraft for $26 million by a U.S. leasing institution.

Financing activities for the six months ended June 30, 2007 consisted of (1) the sale and leaseback over 18 years of four EMBRAER 190 aircraft for $104 million by a U.S. leasing institution, (2) our issuance of $210 million in fixed rate and $35 million in floating rate equipment notes to European banks secured by seven Airbus A320 aircraft, (3) the financing of three previously unsecured owned spare engines for $16 million, (4) scheduled maturities of $79 million of debt and capital lease obligations, and (5) reimbursement of construction costs incurred for our new terminal at JFK of $130 million.

We currently have an automatic shelf registration statement on file with the SEC relating to our sale, from time to time, of one or more public offerings of debt securities, pass-through certificates, common stock, preferred stock and/or other securities. The net proceeds of any securities we sell under this registration statement may be used to fund working capital and capital expenditures, including the purchase of aircraft and construction of facilities on or near airports. Through June 30, 2008, we had issued a total of $626 million in securities under this registration statement.

In April 2008, we filed a prospectus supplement under our automatic shelf registration statement registering the shares of our common stock issued to Deutsche Lufthansa AG in January 2008. Such shares were registered pursuant to our obligations under our registration rights agreement with Deutsche Lufthansa AG. We will not receive the proceeds of any shares sold by Deutsche Lufthansa AG.

Working Capital. We had a working capital deficit of $28 million at June 30, 2008, compared to a working capital deficit of $140 million at December 31, 2007. A working capital deficit is customary for airlines since air traffic liability is classified as a current liability. Included in our working capital deficit is $175 million of indebtedness related to our 3.5% convertible notes due 2033, which were repurchased almost in their entirety on July 15, 2008. Working capital also includes the fair value of our fuel hedge derivatives, which was $116 million at June 30, 2008 and $33 million at December 31, 2007. Also contributing to our working capital deficit is the classification of all of our auction rate securities, or ARSs, as long-term assets at June 30, 2008.

At December 31, 2007, we had $611 million invested in ARSs, which were included in short-term investments. Beginning in February 2008, the auctions for all of the ARSs then held by us, all of which are collateralized by student loan portfolios (substantially all of which are guaranteed by the United States government) began failing, resulting in our continuing to hold them beyond their typical auction reset dates. As a result of the illiquidity in the market following the auction failures, we have recorded a temporary

impairment charge of $14 million through other comprehensive income related to the ARSs we hold, bringing the carrying value at June 30, 2008 to $307 million. Since we are unable to predict when liquidity will return to the ARS market, or whether issuers will call their securities, we classified all of our ARSs as long term investments to match the contractual maturities of the underlying securities and the assumptions used to estimate their fair values at June 30, 2008. We do not presently believe we are at risk of default for our ARSs due to the nature and guarantees of the underlying collateral; however, we will continue to evaluate the market factors in subsequent periods.

We expect to meet our obligations as they become due through available cash, investment securities and internally generated funds, supplemented as necessary by debt and/or equity financings and proceeds from sale-leaseback transactions. We expect to generate positive working capital through our operations, and the planned sale of five additional Airbus A320 aircraft throughout the rest of 2008 and one in 2009. We may sell or lease additional aircraft in the future, should conditions warrant. Assuming that we utilize the predelivery short-term borrowing facility available to us as well as our $110 million line of credit entered into in July 2008, we believe that our working capital will be sufficient to meet our cash requirements for at least the next 12 months. However, we cannot predict what the effect on our business might be from the extremely competitive environment we are operating in or from events that are beyond our control, such as continued record high fuel prices, weather-related disruptions, the impact of airline bankruptcies or consolidations, U.S. military actions or acts of terrorism.

Contractual Obligations

Our noncancelable contractual obligations at June 30, 2008, as adjusted for a May 2008 amendment to our Airbus A320 purchase agreement which deferred delivery of 21 Airbus A320 aircraft originally scheduled for delivery from 2009 through 2011 to 2014 through 2015, include the following (in millions):


	Payments due in
	Total		2008		2009		2010		2011		2012		Thereafter

Long-term debt and capital lease obligations ⁽¹⁾	$	4,947	$	384	$	324	$	321	$	309	$	336	$	3,273
Lease commitments		2,099		118		219		196		182		161		1,223
Flight equipment obligations		5,095		265		415		445		555		895		2,520
Short-term borrowings		30		30		—		—		—		—		—
Financing obligations and other ⁽²⁾		3,880		102		141		141		157		198		3,172

Total	$	16,082	$	899	$	1,099	$	1,103	$	1,203	$	1,590	$	10,188


(1)		Includes actual interest and estimated interest for floating-rate debt based on June 30, 2008 rates.

(2)		Amounts include noncancelable commitments for the purchase of goods and services.

There have been no material changes in the terms of our debt instruments from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources included in our 2007 Form 10-K. We are not subject to any financial covenants in any of our debt obligations, except for the requirement to maintain $300 million in cash and cash equivalents related to our $110 million line of credit agreement entered into on July 21, 2008. We have $78 million of restricted cash pledged under standby letters of credit related to certain of our leases, credit card processors and other business partners.

As of June 30, 2008, we operated a fleet of 106 Airbus A320 aircraft and 36 EMBRAER 190 aircraft, of which 83 were owned, 55 were leased under operating leases and four were leased under capital leases. The average age of our fleet was 3.2 years at June 30, 2008. As of June 30, 2008, including the May 2008 amendment to our Airbus A320 purchase agreement, which deferred delivery of 21 Airbus A320 aircraft previously scheduled for delivery from 2009 through 2011 to 2014 through 2015, we had on order 64 Airbus

A320 aircraft and 69 EMBRAER 190 aircraft with options to acquire 22 additional Airbus A320 aircraft and 91 additional EMBRAER 190 aircraft as follows:


	Firm						Option
	Airbus		EMBRAER				Airbus		EMBRAER
Year	A320		190		Total		A320		190		Total

Remainder of 2008		6		1		7		—		—		—
2009		3		9		12		—		4		4
2010		3		8		11		—		9		9
2011		5		8		13		3		11		14
2012		13		10		23		4		12		16
2013		13		12		25		7		14		21
2014		12		12		24		4		21		25
2015		9		9		18		4		20		24

		64		69		133		22		91		113

In July 2008, we deferred delivery of 10 EMBRAER 190 aircraft previously scheduled for delivery between 2009 and 2011 to 2016. The impact of this deferral is not reflected in the tables above. Committed expenditures for our 133 firm aircraft and 23 spare engines include estimated amounts for contractual price escalations and predelivery deposits. Debt and lease financing has been arranged for all of our remaining aircraft deliveries scheduled for 2008. Although we believe that debt and/or lease financing should be available for our remaining aircraft deliveries, we cannot assure you that we will be able to secure financing on terms attractive to us, if at all, which may require us to modify our aircraft acquisition plans. Capital expenditures for facility improvements, spare parts, and ground purchases are expected to be approximately $90 million for the remainder of 2008.

In November 2005, we executed a 30-year lease agreement with The Port Authority of New York and New Jersey, or the PANYNJ, for the construction and operation of a new terminal at JFK with occupancy projected in late 2008, which for financial reporting purposes only, is being accounted for as a financing obligation because we do not believe we will qualify for sale-leaseback accounting due to our continuing involvement in the property following the construction period. JetBlue has committed to rental payments under the lease, including ground rents for the new terminal site, which began on lease execution and are included as part of lease commitments in the contractual obligations table above. Facility rents are anticipated to commence upon the date of our beneficial occupancy of the new terminal and are included as part of “financing obligations and other” in the table above.

JetBlue utilizes several credit card companies to process ticket sales. Although our credit card processing agreements do not contain any financial covenants, they do allow for the processors to maintain cash reserves or other collateral until the associated air travel is provided. As of June 30, 2008 we were required to maintain $35 million in reserves with one of our primary processors in the form of a letter of credit. Should our credit card processors require additional reserves, the negative impact on our liquidity, depending on the amount of such required additional reserves, could be significant, which could adversely affect our business.

Off-Balance Sheet Arrangements

None of our operating lease obligations are reflected on our balance sheet. Although some of our aircraft lease arrangements are variable interest entities, as defined by FASB Interpretation No. 46, Consolidation of Variable Interest Entities , or FIN 46, none of them require consolidation in our financial statements. The decision to finance these aircraft through operating leases rather than through debt was based on an analysis of the cash flows and tax consequences of each option and a consideration of our liquidity requirements. We are responsible for all maintenance, insurance and other costs associated with operating these aircraft; however, we have not made any residual value or other guarantees to our lessors.

We have determined that we hold a variable interest in, but are not the primary beneficiary of, certain pass-through trusts which are the purchasers of equipment notes issued by us to finance the acquisition of new aircraft and are held by such pass-through trusts. These pass-through trusts maintain liquidity facilities whereby a third party agrees to make payments sufficient to pay up to 18 months of interest on the applicable certificates if a payment default occurs. The liquidity providers for the Series 2004-1 certificates and the spare

parts certificates are Landesbank Hessen-Thüringen Girozentrale and Morgan Stanley Capital Services Inc. The liquidity providers for the Series 2004-2 certificates are Landesbank Baden-Württemberg and Citibank, N.A.

We utilize a policy provider to provide credit support on the Class G-1 and Class G-2 certificates. The policy provider has unconditionally guaranteed the payment of interest on the certificates when due and the payment of principal on the certificates no later than 18 months after the final expected regular distribution date. The policy provider is MBIA Insurance Corporation (a subsidiary of MBIA, Inc.). Financial information for the parent company of the policy provider is available at the SEC’s website at http://www.sec.gov or at the SEC’s public reference room in Washington, D.C.

We have also made certain guarantees and indemnities to other unrelated parties that are not reflected on our balance sheet, which we believe will not have a significant impact on our results of operations, financial condition or cash flows. We have no other off-balance sheet arrangements.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates included in our 2007 Form 10-K.

New Accounting Standards

In March 2008, the Financial Accounting Standards Board, or FASB, affirmed the consensus of FSP APB 14-a, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement ), which applies to all convertible debt instruments that have a “net settlement feature”; that is, by their terms, they may be settled either wholly or partially in cash upon conversion. FSP APB 14-a requires issuers of convertible debt instruments that may be settled wholly or partially in cash upon conversion to separately account for the liability and equity components in a manner reflective of the issuer’s nonconvertible debt borrowing rate. Previous guidance provided for accounting for this type of convertible debt instrument entirely as debt. FSP APB 14-a is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. We are currently evaluating the impact adoption of FSP APB 14-a may have on our consolidated financial statements.

In March 2008, the FASB issued Statement of Financial Accounting Standards 161, Disclosures about Derivative Instruments and Hedging Activities , or SFAS 161, which requires enhanced disclosures about an entity’s derivative and hedging activities. SFAS 161 amends and expands the disclosure requirements of SFAS 133 with the intent to provide users of financial statements adequate information about how derivative and hedging activities effect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. We are currently evaluating the impact adoption of SFAS 161 may have on our consolidated financial statements.

Other Information

Recent Awards. In June 2008, JetBlue was recognized by J.D. Power and Associates as having the highest customer satisfaction among low-cost carriers in North America for the fourth consecutive year.

New Executive Vice President, Chief Commercial Officer. In May 2008, we named Robin Hayes as our new Executive Vice President, Chief Commercial Officer. Prior to agreeing to join JetBlue, Mr. Hayes served as the Executive Vice President for The Americas of British Airways.

Forward-Looking Information. This report contains forward-looking statements relating to future events and our future performance, including, without limitation, statements regarding financial forecasts or projections, our expectations, beliefs, intentions or future strategies, that are signified by the words ”expects”, ”anticipates”, ”intends”, ”believes”, ”plans”, or similar language. Our actual results and the timing of certain events could differ materially from those expressed in the forward-looking statements. All forward-looking statements included in this report are based on information available to us on the date of this report. It is

routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections, beliefs and assumptions upon which we base our expectations may change prior to the end of each quarter or year. Although these expectations may change, we may not inform you if they do.

Forward-looking statements involve risks, uncertainties and assumptions and are based on information currently available to us. Actual results may differ materially from those expressed in the forward-looking statements due to many factors, including without limitation, our extremely competitive industry; increases in fuel prices, maintenance costs and interest rates; our ability to profitably implement our growth strategy, including the ability to operate reliably the EMBRAER 190 aircraft and our new terminal at JFK; our significant fixed obligations; our ability to attract and retain qualified personnel and maintain our culture as we grow; our reliance on high daily aircraft utilization; our dependence on the New York metropolitan market; our reliance on automated systems and technology; our subjectivity to potential unionization; our reliance on a limited number of suppliers; changes in or additional government regulation; and changes in our industry due to other airlines’ financial condition; and external geopolitical events and conditions.

Additional information concerning these and other factors is contained in our SEC filings, including but not limited to, our 2007 Form 10-K.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in market risks from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk included in our 2007 Form 10-K, except as follows:

Aircraft Fuel. As of June 30, 2008, we had hedged approximately 41% of our expected remaining 2008 fuel requirements using heating oil swaps. Our results of operations are affected by changes in the price and availability of aircraft fuel. Market risk is estimated as a hypothetical 10% increase in the June 30, 2008, cost per gallon of fuel, including the effects of our fuel hedges. Based on our projected twelve month fuel consumption, such an increase would result in an increase to aircraft fuel expense of approximately $175 million, compared to an estimated $108 million for 2007 measured as of June 30, 2007. See Note 9 to our unaudited condensed consolidated financial statements for additional information.

Fixed Rate Debt. On June 30, 2008, our $626 million aggregate principal amount of convertible debt had an estimated fair value of $555 million, based on quoted market prices.


Item 4.	Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and our Chief Financial Officer, or CFO, to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2008. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2008.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation of our controls performed during the quarter ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1.	Legal Proceedings.

In the ordinary course of our business, we are party to various legal proceedings and claims which we believe are incidental to the operation of our business. We believe that the ultimate outcome of these proceedings to which we are currently a party will not have a material adverse effect on our financial position, results of operations or cash flows.

Item 1A. Risk Factors.

The following is an update to Item 1A – Risk Factors contained in our 2007 Form 10-K. For additional risk factors that could cause actual results to differ materially from those anticipated, please refer to our 2007 Form 10-K.

Our liquidity could be adversely impacted in the event one or more of our credit card processors were to impose material reserve requirements for payments due to us from credit card transactions.

We currently have agreements with organizations that process credit card transactions arising from purchases of air travel tickets by our customers. Credit card processors have financial risk associated with tickets purchased for travel, which can occur several weeks after the purchase. Our credit card processing agreements provide for reserves to be deposited with the processor in certain circumstances. If circumstances were to occur that would require us to deposit additional reserves with one or more of our major processors, the negative impact on our liquidity would likely be significant, which could materially adversely affect our business.

A substantial portion of our long-term marketable securities are highly rated auction rate securities, and failures in these auctions may adversely impact our liquidity.

A substantial percentage of our marketable securities portfolio is invested in highly rated auction rate securities. Auction rate securities are securities that are structured to allow for short-term interest rate resets but with contractual maturities that can be well in excess of ten years. At the end of each reset period, investors can sell or continue to hold the securities at par. In recent months, due to current conditions in the credit markets, the auction process for certain of our auction rate securities failed, which resulted in the interest rates on these investments resetting to predetermined rates that were, in some instances, lower than current market rates. We will not be able to liquidate our investments in these types of securities until a future auction is successful, the issuer redeems the securities, a buyer is found outside the auction process, the securities mature, or there is a default that requires immediate repayment by the issuer. Continued failure of auctions could adversely impact the liquidity of our investments, and if one or more of the issuers of the auction rate securities in our portfolio cannot successfully close future auctions or their credit ratings deteriorate, we may be required to adjust the carrying value of these investments through an impairment charge, which may be material.


Item 2.	*Changes in Securities and Use of Proceeds*

On June 4, 2008, we completed a public offering of $100.6 million aggregate principal amount of 5.5% Series A convertible debentures due 2038, or the Series A Debentures, and $100.6 million aggregate principal amount of 5.5% Series B convertible debentures due 2038, or the Series B Debentures, and collectively, with the Series A Debentures, the Debentures. Morgan Stanley & Co. Incorporated and Merrill Lynch & Co. Incorporated acted as underwriters for our sale of the Debentures in a registered public offering. The net proceeds from the offering, after underwriting fees, were $195 million. The Debentures bear interest at 5.5%, payable semi-annually on April 15 and October 15. The first interest payment on the Debentures is due October 15, 2008. The Debentures are our general obligations and rank equal in right of payment with all of our existing and future senior debt, effectively junior in right of payment to our existing and future secured debt, including our secured equipment notes, to the extent of the value of the assets securing such debt, and senior in right of payment to any subordinated debt. In addition, the Debentures will be structurally subordinated to all liabilities of our subsidiaries. The Debentures of each series are secured in part by an

escrow account into which we have deposited a total of approximately $32 million of the net proceeds from the offering, equal to the sum of the first six scheduled semi-annual interest payments on the Debentures, for the exclusive benefit of the holders of the Debentures. The $32 million held in escrow for the Debentures is recorded as restricted cash on our condensed consolidated balance sheets. The net proceeds of the offering were used for the purchase of substantially all of our $175 million principal amount 3.5% convertible debt, issued in 2003, which was subject to repurchase at the option of the holders on July 15, 2008.

Holders of the Series A Debentures may convert the debentures into shares of our common stock at a conversion rate of 220.6288 shares per $1,000 principal amount of Series A Debentures. Holders of the Series B Debentures may convert the debentures into shares of our common stock at a conversion rate of 225.2252 shares per $1,000 principal amount of Series B Debentures. The conversion ratios are subject to adjustment should we declare common stock dividends or effect any common stock splits or similar transactions. If the holders convert the Debentures in connection with a fundamental corporate change that occurs prior to October 15, 2013 for the Series A Debentures or October 15, 2015 for the Series B Debentures, the applicable conversion rate may be increased depending upon our then current common stock price. The maximum number of shares into which all Debentures are convertible, including pursuant to this make-whole fundamental change provision, is 54.4 million shares.

We may redeem any of the Debentures for cash at a redemption price of 100% of their principal amount, plus accrued and unpaid interest at any time on or after October 15, 2013 for the Series A Debentures and October 15, 2015 for the Series B Debentures. Holders may require us to repurchase the Debentures for cash at a repurchase price equal to 100% of their principal amount plus accrued and unpaid interest, if any, on October 15, 2013, 2018, 2023, 2028, and 2033 for the Series A Debentures and October 15, 2015, 2020, 2025, 2030, and 2035 for the Series B Debentures; or at any time prior to their maturity upon the occurrence of a specified designated event. Holders who convert their Debentures prior to April 15, 2011 will receive, in addition to the number of shares of our common stock calculated at the applicable conversion rate, a cash payment from the escrow account for Debentures of the series converted equal to the sum of the remaining interest payments that would have been due on or before April 15, 2011 in respect of the converted Debentures.

On June 4, 2008, in conjunction with the public offering of the Debentures described above, we also entered into a share lending agreement with Morgan Stanley Capital Services, Inc., an affiliate of one of the managing underwriters of our offering, or the share borrower, pursuant to which we loaned approximately 44.9 million shares of our common stock. Under the share lending agreement, the share borrower will offer and sell borrowed shares of JetBlue common stock in a registered public offering and use the short position resulting from the sale of the shares of our common stock to facilitate the establishment of hedge positions by investors in the Debentures offering. The common stock was then sold at a price of $3.70 per share. Under the share lending agreement, the share borrower will be required to return the borrowed shares when the Debentures are no longer outstanding. We did not receive any proceeds from the sale of the borrowed shares by the share borrower, but we did receive a nominal lending fee of $0.01 per share from the share borrower for the use of the borrowed shares.


Item 4.	Submission of Matters to a Vote of Security Holders.

Our Annual Meeting of Stockholders, or Annual Meeting, was held on May 15, 2008. At the Annual Meeting, Robert Clanin, Christoph Franz and Frank Sica were each elected to serve as a director of the Company for a three year term expiring on the date of our Annual Meeting of Stockholders in 2011. The votes were as follows:


	For		Withheld

Robert Clanin		157,299,102		22,975,397
Christoph Franz		176,536,598		3,737,902
Frank Sica		158,079,718		22,194,781

There were no broker non-votes on this matter.

The terms of the following directors continued after the Annual Meeting: Joel Peterson, Ann Rhoades, David Checketts, Kim Clark, Neal Moszkowski, Virginia Gambale and Dave Barger.

The results of voting on Items 2 through 4 at the Annual Meeting were as follows:

Item 2. A Board-sponsored proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008.


	Number of		% of Shares
	Votes		Outstanding

For		178,606,676		79.63
Against		760,581		0.33
Abstain		907,243		0.40

There were no broker non-votes on this matter.

Item 3. A Board-sponsored proposal to approve amendments to the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to eliminate supermajority voting provisions:


	Number of		% of Shares
	Votes		Outstanding

For		176,094,776		78.51
Against		2,531,531		1.12
Abstain		1,648,192		0.73

There were no broker non-votes on this matter.

Item 4. A Board-sponsored proposal to approve amendments to the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to declassify the Company’s Board of Directors and provide for annual election of all directors:


	Number of		% of Shares
	Votes		Outstanding

For		178,690,176		79.67
Against		1,224,786		0.54
Abstain		359,537		0.16

There were no broker non-votes on this matter.


Item 5.	Other Information.

As of July 22, 2008, we executed a line of credit with Citigroup Global Markets, Inc. which allows for borrowings of up to $110 million through July 20, 2009. Advances under this agreement will bear interest at the Open Federal Funds rate plus 2.30%. This line of credit is secured by a majority of our auction rate securities, with total borrowings available subject to reduction should any of the underlying collateral be sold, or should there be a significant drop in the fair value of the underlying collateral. Advances may be used to fund working capital requirements, capital expenditures or other general corporate purposes, except that they may not be used to purchase any securities or to refinance any debt. We have provided various representations, warranties and other covenants, including a financial covenant to maintain at least $300 million in cash and cash equivalents throughout the term of the agreement. The agreement also contains customary events of default. Upon the occurrence of an event of default, the outstanding obligations under the loan agreement may be accelerated and become due and payable immediately. In connection with this transaction, we agreed to release the lender and its affiliates from certain claims related to our auction rate securities in specified circumstances.


Item 6.	Exhibits.

Exhibits: See accompanying Exhibit Index included after the signature page of this report for a list of the exhibits filed or furnished with this report.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JETBLUE AIRWAYS CORPORATION

(Registrant)


Date: July 24, 2008 By:	/s/ EDWARD BARNES

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX


Exhibit
Number		Exhibit


3.5		Amended and Restated Certificate of Incorporation of JetBlue Airways Corporation.

3.6		Fifth Amended and Restated Bylaws of JetBlue Airways Corporation.

10.1*		Amendment No. 32 to Airbus A320 Purchase Agreement between AVSA, S.A.R.L. and JetBlue Airways Corporation, dated May 23, 2008.

10.2*		Side Letter No. 24 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated April 2, 2008.

10.3*		Side Letter No. 25 to V2500 General Terms of Sale between IAE International Aero Engines and New Air Corporation, dated May 27, 2008.

12.1		Computation of Ratio of Earnings to Fixed Charges.

31.1		13a-14(a)/15d-14(a) Certification of the Chief Executive Officer, furnished herewith.

31.2		13a-14(a)/15d-14(a) Certification of the Chief Financial Officer, furnished herewith.

32		Certification Pursuant to Section 1350, furnished herewith.


*		Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request filed with the SEC.

Exhibit 3.5

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
JETBLUE AIRWAYS CORPORATION

The undersigned, David Barger and James G. Hnat, hereby certify that:

ONE: They are the duly elected, qualified and acting Chief Executive Officer and Secretary, respectively, of JetBlue Airways Corporation, a Delaware corporation.

TWO: The Certificate of Incorporation of said corporation was originally filed in the Office of the Secretary of State of the State of Delaware on August 24, 1998 under the name New Air Corporation.

THREE: The Certificate of Incorporation of said corporation was amended and restated, and the Amended and Restated Certificate of Incorporation of said corporation was originally filed in the Office of the Secretary of State of the State of Delaware on April 17, 2002 under the name JetBlue Airways Corporation.

FOUR: The Amended and Restated Certificate of Incorporation of said corporation is further amended and restated to read in its entirety as follows:

ARTICLE I

The name of this corporation is JetBlue Airways Corporation (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 9 East Loockerman Street, City of Dover, County of Kent, Delaware. The name of the Corporation’s registered agent at such address is National Registered Agents, Inc.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “GCL”).

ARTICLE IV

The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares that the Corporation is authorized to issue is Five Hundred Twenty Five Million (525,000,000). Five Hundred Million (500,000,000) shares shall be Common Stock, par value $0.01 per share, and Twenty Five Million (25,000,000) shares shall be Preferred Stock, par value $0.01 per share. Immediately upon the filing of the Amended and Restated Certificate of Incorporation with the Office of the Secretary of State of the State of Delaware, each one (1) share of the Corporation’s Class A-1 Common Stock, Class A-2 Common Stock, Series A-1 Preferred, Series A-2 Preferred, Series B-1 Preferred and Series B-2 Preferred was converted into one (1) share of Common Stock.

The Preferred Stock may be issued from time to time in one or more series, without further stockholder approval. The Board of Directors of the Corporation is hereby authorized to fix or alter the

rights, preferences, privileges and restrictions granted to or imposed upon each series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or of any of them. The rights, privileges, preferences and restrictions of any such additional series may be subordinated to, pari passu with (including, without limitation, inclusion in provisions with respect to liquidation and acquisition preferences, redemption and/or approval of matters by vote), or senior to any of those of any present or future class or series of Preferred Stock or Common Stock. The Board of Directors is also authorized to increase or decrease the number of shares of any series prior or subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

ARTICLE V

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation. In addition, the Bylaws may be amended by the affirmative vote of holders of at least a majority of the outstanding shares of voting stock of the Corporation entitled to vote at an election of directors.

ARTICLE VI

The number of directors of the Corporation shall be determined by resolution of the Board of Directors.

Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide. Advance notice of stockholder nominations for the election of directors and of any other business to be brought before any meeting of the stockholders shall be given in the manner provided in the Bylaws of this Corporation.

At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the expiration of the term for which they are elected, or until their successors have been duly elected and qualified; except that if any such election shall not be so held, such election shall take place at a stockholders’ meeting called and held in accordance with the GCL.

Each director who is serving as a director on the date of this Amended and Restated Certificate of Incorporation and who is elected or appointed at or after the 2009 annual meeting of stockholders shall hold office until the next annual meeting of stockholders and until a successor has been elected and qualified, or until such director’s earlier resignation or removal from office. Directors elected prior to or at the 2009 annual meeting of stockholders, including those elected at the 2008 annual meeting of stockholders, shall continue to hold office until the expiration of the three-year terms for which they were elected, subject to such directors’ prior death, disability, resignation, retirement, disqualification or removal from office. Any person elected to a newly-created director position or any person elected to fill a vacancy on the Board of Directors shall serve until the next annual meeting of stockholders and until a successor has been elected and qualified, subject to such director’s prior death, disability, resignation, retirement, disqualification or removal from office. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Vacancies occurring on the Board of Directors for any reason may be filled only by vote of a majority of the remaining members of the Board of Directors, even if less than a quorum, at any meeting of the Board of Directors, or by a sole remaining director. A person so elected by the Board of Directors to fill a vacancy shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been duly elected and qualified. A director may be removed from office only if such removal is (i) for cause and (ii) by the affirmative vote of the holders of at least a majority of the outstanding shares of voting stock of the Corporation entitled to vote at an election of directors. Directors may not be removed without cause.

ARTICLE VII

Stockholders of the Corporation shall take action by meetings held pursuant to this Amended and Restated Certificate of Incorporation and the Bylaws and shall have no right to take any action by written consent without a meeting. Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. Special meetings of the stockholders, for any purpose or purposes, may only be called by the Board of Directors of the Corporation and the Chief Executive Officer of the Corporation. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE VIII

To the fullest extent permitted by applicable law, this Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers, employees and agents (and any other persons to which Delaware law permits this Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the GCL, subject only to limits created by applicable Delaware law (statutory or non-statutory), with respect to action for breach of duty to the Corporation, its stockholders, and others.

No director of the Corporation shall be personally liable to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director shall be liable under Section 174 of the GCL or any amendment thereto or shall be liable by reason that, in addition to any and all other requirements for such liability, such director (1) shall have breached the director’s duty of loyalty to the Corporation or its stockholders, (2) shall have acted in manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law, or (3) shall have derived an improper personal benefit. If the GCL is hereafter amended to authorize the further elimination or limitation of the liability of a director, the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended.

Each person who was or is made a party or is threatened to be made a party to or is in any way involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), including any appeal therefrom, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or a direct or indirect subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another entity or enterprise, or was a director or officer of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another entity or enterprise at the request of such predecessor corporation, shall be indemnified and held harmless by the Corporation, and the Corporation shall advance all expenses incurred by any such person in defense of any such proceeding prior to its final determination, to the fullest extent authorized by the GCL. In any proceeding against the Corporation to enforce these rights, such person shall be presumed to be entitled to indemnification and the Corporation shall have the burden of proving that such person has not met the standards of conduct for permissible indemnification set forth in the GCL. The rights to indemnification and advancement of expenses conferred by this Article VIII shall be presumed to have been relied upon by the directors and officers of the Corporation in serving or continuing to serve the Corporation and shall be enforceable as contract rights. Said rights shall not be exclusive of any other rights to which those seeking indemnification may otherwise be entitled. The Corporation may, upon written demand presented by a director or officer of the Corporation or of a direct or indirect subsidiary of the Corporation, or by a person serving at the request of the Corporation as a director or officer of another entity or enterprise, enter into contracts to provide such persons with specified rights to indemnification, which contracts may confer rights and protections to the maximum extent permitted by the GCL, as amended and in effect from time to time.

If a claim under this Article VIII is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expenses of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce the right to be advanced expenses incurred in defending any proceeding prior to its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the GCL for the Corporation to indemnify the claimant for the amount claimed, but the claimant shall be presumed to be entitled to indemnification and the Corporation shall have the burden of proving that the claimant has not met the standards of conduct for permissible indemnification set forth in the GCL.

If the GCL is hereafter amended to permit the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment, the indemnification rights conferred by this Article VIII shall be broadened to the fullest extent permitted by the GCL, as so amended.

ARTICLE IX

At no time shall more than 25% of the voting interest of the Corporation be owned or controlled by persons who are not “citizens of the United States” (as such term is defined in Title 49, United States Code, Section 40102 and administrative interpretations thereof issued by the Department of Transportation or its successor, or as the same may be from time to time amended) (“Non-Citizens”). In the event that Non-Citizens shall own (beneficially or of record) or have voting control over any shares of capital stock of the Corporation, the voting rights of such persons shall be subject to automatic suspension to the extent required to ensure that the Corporation is in compliance with applicable provisions of law and regulations relating to ownership or control of a U.S. air carrier. The Bylaws shall contain provisions to implement this Article IX, including, without limitation, provisions restricting or prohibiting transfer of shares of voting stock to Non-Citizens and provisions restricting or removing voting rights as to shares of voting stock owned or controlled by Non-Citizens. Any determination as to ownership, control or citizenship made by the Board of Directors shall be conclusive and binding as between the Corporation and any stockholder for purposes of this Article IX.

ARTICLE X

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

FOUR: The foregoing amendment and restatement has been duly adopted by the Corporation’s Board of Directors in accordance with the applicable provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.

FIFTH: The foregoing amendment and restatement was approved by the holders of the requisite number of shares of the Corporation in accordance with Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned have executed this certificate on May 16, 2008.



	/s/ David Barger
	David Barger
	CHIEF EXECUTIVE OFFICER



	/s/ James Hnat
	James G. Hnat
	SECRETARY

Exhibit 3.6

FIFTH AMENDED AND RESTATED
BYLAWS
OF
JETBLUE AIRWAYS CORPORATION

ARTICLE I
OFFICES

SECTION 1. The registered office shall be in the City of Dover, County of Kent, State of Delaware.

SECTION 2. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

SECTION 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At each annual meeting, the stockholders shall elect directors to succeed those directors whose terms expire in that year and shall transact such other business as may properly be brought before the meeting.

SECTION 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 4. The officer who has charge of the stock ledger of the corporation shall prepare and make available, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may only be called by the Chairman of the Board, the Vice Chairman of the Board or the Chief Executive Officer.

SECTION 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

SECTION 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

SECTION 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, either the Chairman of the Board, the Vice Chairman of the Board or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

SECTION 10. Unless otherwise provided in the certificate of incorporation, and subject to the provisions of Article VII, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period.

SECTION 11. Nominations for election to the Board of Directors must be made by the Board of Directors or by a committee appointed by the Board of Directors for such purpose or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Nominations by stockholders must be preceded by notification in writing received by the secretary of the corporation not less than one hundred fifty (150) days prior to any meeting of stockholders called for the election of directors. Such notification shall contain the written consent of each proposed nominee to serve as a director if so elected and the following information as to each proposed nominee and as to each person, acting alone or in conjunction with one or more other persons as a partnership, limited partnership, syndicate or

other group, who participates or is expected to participate in making such nomination or in organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee:

(a) the name, age, residence, address, and business address of each proposed nominee and of each such person;

(b) the principal occupation or employment, the name, type of business and address of the corporation or other organization in which such employment is carried on of each proposed nominee and of each such person;

(c) the amount of stock of the corporation owned beneficially, either directly or indirectly, by each proposed nominee and each such person; and

(d) a description of any arrangement or understanding of each proposed nominee and of each such person with each other or any other person regarding future employment or any future transaction to which the corporation will or may be a party.

The presiding officer of the meeting shall have the authority to determine and declare to the meeting that a nomination not preceded by notification made in accordance with the foregoing procedure shall be disregarded. Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 11.

SECTION 12. At any meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) pursuant to the corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the corporation who is a stockholder of record at the time of giving of the notice provided for in this Bylaw, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Bylaw.

For business to be properly brought before any meeting by a stockholder pursuant to clause (c) above of this Section 12, the stockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than one hundred fifty (150) days prior to the date of the meeting. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (c) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder of record and by the beneficial owner, if any, on whose behalf of the proposal is made and (d) any material interest of such stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business.

Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section 12. The presiding officer of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the procedures prescribed by this Section 12, and if such person should so determine, such person shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 12, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 12.

SECTION 13. Effective upon the closing of the corporation’s initial public offering of securities pursuant to a registration statement filed under the Securities Act of 1933, as amended, the stockholders of the corporation may not take action by written consent without a meeting but must take any such actions at a duly called annual or special meeting in accordance with these Bylaws and the Certificate of Incorporation.

ARTICLE III

DIRECTORS

SECTION 1. The number of directors of this corporation that shall constitute the whole board shall be determined by resolution of the Board of Directors; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of an incumbent director. Beginning with the 2009 annual meeting of stockholders, each director who is elected or appointed at or after the 2009 annual meeting of stockholders shall hold office until the next annual meeting of stockholders or until such director’s prior death, disability, resignation, retirement, disqualification or removal from office. Directors elected prior to or at the 2009 annual meeting of stockholders, including those elected at the 2008 annual meeting of stockholders, shall continue to hold office until the expiration of the three-year terms for which they were elected, subject to such directors’ prior death, disability, resignation, retirement, disqualification or removal from office. Any person elected to a newly-created director position or any person elected to fill a vacancy on the Board of Directors shall serve until the next annual meeting of stockholders and until a successor has been elected and qualified, subject to such director’s prior death, disability, resignation, retirement, disqualification or removal from office. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

SECTION 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified or until such directors’ prior death, disability, resignation, retirement, disqualification or removal from office. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

SECTION 3. The business of the corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 4. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

SECTION 5. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

SECTION 6. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

SECTION 7. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Vice Chairman of the Board or the chief executive officer or the president on twelve (12) hours’ notice to each director either personally or by telephone, telegram, facsimile or electronic mail; special meetings shall be called by the chief executive officer or the president or secretary in like manner and on like notice on the written request of a majority of the Board of Directors unless the Board of Directors consists of only one director, in which case special meetings shall be called by the Chairman of the Board or the chief executive officer or the president in like manner and on like notice on the written request of the sole director. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice.

SECTION 8. At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

SECTION 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

SECTION 11. The Board of Directors may, by resolution passed by a majority of the whole board, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. The board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

At least two-thirds (2/3) of the members of each committee of the board shall be comprised of individuals who meet the definition of “a citizen of the United States,” as defined by the Transportation Act 49 U.S.C § 40102 or as subsequently amended or interpreted by the Department of Transportation, provided that if a committee of the board has one (1) member, such member shall be a “a citizen of the United States”, as defined immediately above.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

SECTION 12. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

COMPENSATION OF DIRECTORS

SECTION 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of

Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

SECTION 14. Unless otherwise restricted by the certificate of incorporation or bylaws, any director or the entire Board of Directors may be removed, with cause, by the holders of at least a majority of shares entitled to vote at an election of directors. Directors may not be removed without cause.

ARTICLE IV

NOTICES

SECTION 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice (except as provided in Section 7 of Article III of these Bylaws), but such notice may be given in writing, by mail, addressed to such director or stockholder, at his/her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telephone, telegram, facsimile or electronic mail.

SECTION 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

SECTION 1. The officers of the corporation shall be chosen by the Board of Directors and shall be at least a chief executive officer, chief financial officer and a secretary. The Board of Directors may elect from among its members a Chairman of the Board and a Vice Chairman. The Board of Directors may also choose a president, chief operating officer, treasurer and controller or one or more vice-presidents, assistant secretaries, assistant controllers and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

SECTION 2. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a chief executive officer, chief financial officer and a secretary and may also choose a president, chief operating officer, treasurer, controller, vice presidents, assistant secretaries, assistant controllers or assistant treasurers.

SECTION 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

SECTION 4. The salaries of all officers of the corporation shall be fixed by the Board of Directors or any committee established by the Board of Directors for such purpose. The salaries of agents of the corporation shall, unless fixed by the Board of Directors, be fixed by the president or any vice-president of the corporation.

SECTION 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

THE CHAIRMAN OF THE BOARD

SECTION 6. The Chairman of the Board, if any, shall be elected by the Board and shall preside at all meetings of the Board of Directors and of the stockholders at which he/she shall be present. He/she shall have and may exercise such powers as are, from time to time, assigned to him/her by the Board and as may be provided by law.

THE VICE CHAIRMAN OF THE BOARD

SECTION 7. The Vice Chairman of the Board, if any, shall be elected by the Board and shall, in the absence of the Chairman of the Board or in case the Chairman of the Board shall resign, retire, become deceased or otherwise cease or be unable to act, perform the duties and exercise the powers of the Chairman of the Board. In addition, the Vice Chairman of the Board shall have and may exercise such powers as are, from time to time, assigned to him/her by the Board and as may be provided by law.

THE CHIEF EXECUTIVE OFFICER, PRESIDENT AND VICE-PRESIDENTS

SECTION 8. The chief executive officer shall be the president of the corporation unless such title is assigned to another officer of the corporation; and in the absence of the Chairman of the Board and the Vice Chairman of the Board, he/she shall preside at all meetings of the stockholders and the Board of Directors; he/she shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

In the absence of the chief executive officer or in the event of his/her inability or refusal to act, the president, if any, shall perform the duties of the chief executive officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chief executive officer. The president shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

SECTION 9. The chief executive officer, president or any vice president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the

signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

SECTION 10. In the absence of the president or in the event of his/her inability or refusal to act, the vice-president, if any, (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

SECTION 11. The secretary or his or her designee shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors and shall cause such records to be kept in a book kept for that purpose and shall perform like duties for the standing committees when required. He/she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he/she shall be. He/she shall have custody of the corporate seal of the corporation and he/she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his/her signature or by the signature of such assistant secretary.

The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his/her signature.

SECTION 12. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE CHIEF FINANCIAL OFFICER

SECTION 13. The chief financial officer shall be the chief financial officer and treasurer of the corporation and shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

SECTION 14. He/she shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so

requires, an account of all his/her transactions as treasurer and of the financial condition of the corporation.

SECTION 15. Along with the president or any vice president, he/she shall be authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

SECTION 16. If required by the Board of Directors, he/she shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his/her office and for the restoration to the corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the corporation.

SECTION 17. The controller shall, in the absence of the chief financial officer or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Notwithstanding anything herein to the contrary, the Board of Directors shall be entitled to assign the title of treasurer to an officer of the corporation other than the chief financial officer, in which case the treasurer shall perform such duties and have such powers (which may include some or all of the duties and powers enumerated above for the chief financial officer) as the Board of Directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

SECTION 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman of the Board of Directors, or the president, a vice-president or the Vice Chairman of the Board of Directors and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him/her in the corporation.

Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the

certificate that the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

SECTION 2. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

SECTION 3. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

SECTION 4. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

SECTION 5. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

LIMITATIONS OF OWNERSHIP BY NON-CITIZENS

SECTION 1. For purposes of this Article VII, the following definitions shall apply:

(a) “Act” shall mean Subtitle VII of Title 49 of the United States Code, as amended, or as the same may be from time to time amended.

(b) “Beneficial Ownership,” “Beneficially Owned” or “Owned Beneficially” refers to beneficial ownership as defined in Rule 13d-3 (without regard to the 60-day provision in paragraph (d)(1)(i) thereof) under the Securities Exchange Act of 1934, as amended.

(d) “Non-Citizen” shall mean any person or entity who is not a “citizen of the United States” (as defined in Section 41102 of the Act and administrative interpretations issued by the Department of Transportation, its predecessors and successors, from time to time), including any agent, trustee or representative of a Non-Citizen.

(e) “Own or Control” or “Owned or Controlled” shall mean (i) ownership of record, (ii) beneficial ownership or (iii) the power to direct, by agreement, agency or in any other manner, the voting of Stock. Any determination by the Board of Directors as to whether Stock is Owned or Controlled by a Non-Citizen shall be final.

(f) “Permitted Percentage” shall mean 25% of the voting power of the Stock.

(g) “Stock” shall mean the outstanding capital stock of the corporation entitled to vote; provided, however, that for the purpose of determining the voting power of Stock that shall at any time constitute the Permitted Percentage, the voting power of Stock outstanding shall not be adjusted downward solely because shares of Stock may not be entitled to vote by reason of any provision of this Article VII.

SECTION 2. It is the policy of the corporation that, consistent with the requirements of the Act, Non-Citizens shall not Own and/or Control more than the Permitted Percentage and, if Non-Citizens nonetheless at any time Own and/or Control more than the Permitted Percentage, the voting rights of the Stock in excess of the Permitted Percentage shall be automatically suspended in accordance with Sections 3 and 4 below.

SECTION 3. The corporation or any transfer agent designated by it shall maintain a separate stock record (the “Foreign Stock Record”) in which shall be registered Stock known to the corporation to be Owned and/or Controlled by Non-Citizens. It shall be the duty of each stockholder to register his, her or its Stock if such stockholder is a Non-Citizen. A Non-Citizen may, at its option, register any Stock to be purchased pursuant to an agreement entered into with the corporation, as if Owned or Controlled by it, upon execution of a definitive agreement. Such Non-Citizen shall register his, her or its Stock by sending a written request to the corporation, noting both the execution of a definitive agreement for the purchase of Stock and the anticipated closing date of such transaction. Within ten days of the closing, the Non-Citizen shall send to the corporation a written notice confirming that the closing occurred. Failure to send such confirmatory notice shall result in the removal of such Stock from the Foreign Stock Record. For the sake of clarity, any Stock registered as a result of execution of a definitive agreement shall not have any voting or other ownership rights until the closing of that transaction. In the event that the sale pursuant to such definitive agreement is not consummated in accordance with such agreement (as may be amended), such Stock shall be removed from the Foreign Stock Record without further action by the corporation. The Foreign Stock Record shall include (i) the name and nationality of each such Non-Citizen and (ii) the date of registration of such shares in the Foreign Stock Record. In no event shall shares in excess of the Permitted Percentage be entered on the Foreign Stock Record. In the event that the corporation shall determine that Stock registered on the Foreign Stock Record exceeds the Permitted Percentage, sufficient shares shall be removed from the Foreign Stock Record so that the number of shares entered therein does not exceed the Permitted Percentage. Stock shall be removed from the Foreign Stock Record in reverse chronological order based upon the date of registration therein.

SECTION 4. If at any time the number of shares of Stock known to the corporation to be Owned and/or Controlled by Non-Citizens exceeds the Permitted Percentage, the voting rights of Stock Owned and/or Controlled by Non-Citizens and not registered on the Foreign Stock Record at the time of any vote or action of the stockholders of the corporation shall, without further action by the corporation, be suspended. Such suspension of voting rights shall automatically terminate upon the earlier of the (i) transfer of such shares to a person or entity who is not a Non-Citizen, or (ii) registration of such shares on the Foreign Stock Record, subject to the last two sentences of Section 3.

SECTION 5. (a) The corporation may by notice in writing (which may be included in the form of proxy or ballot distributed to stockholders in connection with the annual meeting or any special meeting of the stockholders of the corporation, or otherwise) require a person that is a holder of record of Stock or that the corporation knows to have, or has reasonable cause to believe has, Beneficial Ownership of Stock to certify in such manner as the corporation shall deem appropriate (including by way of execution of any form of proxy or ballot of such person) that, to the knowledge of such person:

(i) all Stock as to which such person has record ownership or Beneficial Ownership is Owned and Controlled only by citizens of the United States; or

(ii) the number and class or series of Stock owned of record or Beneficially Owned by such person that is Owned and/or Controlled by Non-Citizens is as set forth in such certificate.

(b) With respect to any Stock identified in response to clause (a)(ii) above, the corporation may require such person to provide such further information as the corporation may reasonably require in order to implement the provisions of this Article VII.

(c) For purposes of applying the provisions of this Article VII with respect to any Stock, in the event of the failure of any person to provide the certificate or other information to which the corporation is entitled pursuant to this Section 5, the corporation shall presume that the Stock in question is Owned and/or Controlled by Non-Citizens.

ARTICLE VIII

GENERAL PROVISIONS
DIVIDENDS

SECTION 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

SECTION 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

SECTION 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

FISCAL YEAR

SECTION 4. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

SEAL

SECTION 5. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

SECTION 6. The corporation shall, to the fullest extent authorized under the laws of the State of Delaware, as those laws may be amended and supplemented from time to time, indemnify any director made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of being a director of the corporation or a predecessor corporation or, at the corporation’s request, a director or officer of another corporation, provided, however, that the corporation shall indemnify any such agent in connection with a proceeding initiated by such agent only if such proceeding was authorized by the Board of Directors of the corporation. The indemnification provided for in this Section 6 shall: (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director, and (iii) inure to the benefit of the heirs, executors and administrators of such a person. The corporation’s obligation to provide indemnification under this Section 6 shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the corporation or any other person.

Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he/she is or was a director of the corporation (or was serving at the corporation’s request as a director or officer of another corporation) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the corporation as authorized by relevant sections of the General Corporation Law of Delaware. Notwithstanding the foregoing, the corporation shall not be required to advance such expenses to an agent who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors of the corporation which alleges willful misappropriation of corporate assets by such agent, disclosure of confidential information in violation of such agent’s fiduciary or contractual obligations to the corporation or any other willful and deliberate breach in bad faith of such agent’s duty to the corporation or its stockholders.

The foregoing provisions of this Section 6 shall be deemed to be a contract between the corporation and each director who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

The Board of Directors in its discretion shall have power on behalf of the corporation to indemnify any person, other than a director, made a party to any action, suit or proceeding by reason of the fact that he, his/her testator or intestate, is or was an officer or employee of the corporation.

To assure indemnification under this Section 6 of all directors, officers and employees who are determined by the corporation or otherwise to be or to have been “fiduciaries” of any employee benefit plan of the corporation which may exist from time to time, Section 145 of the General Corporation Law of Delaware shall, for the purposes of this Section 6, be interpreted as follows: an “other enterprise” shall be deemed to include such an employee benefit plan,

including without limitation, any plan of the corporation which is governed by the Act of Congress entitled “Employee Retirement Income Security Act of 1974,” as amended from time to time; the corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his/her duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed “fines.”

ARTICLE IX

AMENDMENTS

SECTION 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the affirmative vote of holders of at least a majority of the outstanding voting stock of the corporation. These bylaws may also be altered, amended or repealed or new bylaws may be adopted by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation. The foregoing may occur at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors, subject to the notice requirements set forth herein. If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

Adopted by vote of stockholders at annual meeting on May 15, 2008

CERTIFICATE OF ADOPTION BY THE

SECRETARY OF

JETBLUE AIRWAYS CORPORATION

The undersigned, James G. Hnat, hereby certifies that he is the duly elected and acting Secretary of JetBlue Airways Corporation, a Delaware corporation (the “Company”) and that the Fifth Amended and Restated Bylaws attached hereto constitute the Bylaws of the Company as duly adopted by the shareholders of the Company at the annual meeting held on May 15, 2008, and as in effect on the date hereof.

IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name this 16 ^th day of May, 2008.



	/s/ James G. Hnat
	SECRETARY

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

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

[***]

[***]

[***]

[***]

[***]

[***]

(i)		[***]

(ii)		[***]

(iii)		[***]


		[***] 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.

(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.


		[***] 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.

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:


		[***] 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.

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


		[***] 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.


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


		[***] 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.


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


		[***] 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.


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


		[***] 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.


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


		[***] 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.

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.

CONFIDENTIALITY

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

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

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:

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

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:

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


[ ^*** ]		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.

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[***];

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[***];

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;

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

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.

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.

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]


[ ^*** ]		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.

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

2 ^nd 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


[ ^*** ]		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.

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


[ ^*** ]		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.

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


[ ^*** ]		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.

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


[ ^*** ]		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.

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	*


[ ^*** ]		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.

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	[***]


[ ^*** ]		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.

IAE PROPRIETARY INFORMATION

Exhibit 10.3

IAE Building
400 Main Street
East Hartford, CT 06108 USA

May 27, 2008
JetBlue Airways Corporation
118-29 Queens Blvd.
Forest Hills, NY 11375
Attention: Senior Vice President Treasurer


Subject:		Side Letter No. 25 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. 25 to the Agreement in support of JetBlue’s deferral of certain Aircraft deliveries in exchange for certain commitments and agreements expressed below. Unless expressly stated to the contrary, and to the extent possible, capitalized terms used in this Side Letter No. 25 shall have the same meaning given to them in the Agreement.

The parties hereby agree as follows:

	1.		Reschedule the delivery of nine (9) firm Aircraft from calendar year 2009 to calendar year 2014;

	2.		Reschedule the delivery of three (3) firm Aircraft from calendar year 2010 to calendar year 2014;

	3.		Reschedule the delivery of four (4) firm Aircraft from calendar year 2010 to calendar year 2015;

	4.		Reschedule the delivery of five (5) firm Aircraft from calendar year 2011 to calendar year 2015;

	5.		Cancel three (3) option Aircraft from calendar year 2011;

	6.		Cancel four (4) option Aircraft from calendar year 2012; and

	7.		Cancel three (3) option Aircraft from calendar year 2013.

Page 1 of 16

IAE PROPRIETARY INFORMATION

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 the aircraft deferrals and cancellations described above, JetBlue agrees to and acknowledges the following:

a.		[]*

		[ ^* * * ]

b.		Spare Parts Provisions

JetBlue shall make all reasonable efforts to ensure that only IAE designed and approved Spare Parts shall be installed in any V2500-A5 powered Aircraft by JetBlue or its maintenance provider for as long as such Aircraft are operated by JetBlue. Such Spare Parts shall as a minimum include all Life Limited Parts and any part in direct contact with the engine gas flow.

Accordingly, the parties hereby agree to amend Clause 3 Spare Parts Provisions of the Agreement as follows:

(i)

Delete existing Clause 3.1.1 of the Agreement, including Subclauses 3.1.1.1 and 3.1.1.2, and insert in its place the following Clause:

3.1.1

JetBlue agrees that for so long as JetBlue owns and operates one or more Aircraft in regular commercial service, JetBlue shall make all reasonable efforts to ensure that only Spare Parts manufactured pursuant to the detailed design and order of IAE shall be used as Spare Parts for its engines. IAE agrees that it shall provide that reasonably adequate supplies of Spare Parts are available for sale to JetBlue or its maintenance provider under this Agreement or any other applicable agreement. In consideration thereof, IAE shall sell to JetBlue or its maintenance provider and, except as hereinafter provided, JetBlue shall purchase from IAE or cause its maintenance provider to purchase from IAE:

3.1.1.1

JetBlue’s requirements of Spare Parts; and

3.1.1.2

Vendor Parts for which direct supply arrangements between the manufacturers of such Vendor Parts and JetBlue cannot be established. Except for the purposes of Initial Provisioning pursuant to Clause 3.3 below, JetBlue shall notify IAE in writing not less than twelve (12) months before scheduled delivery requested by JetBlue that JetBlue intends to purchase such Vendor Parts from IAE.

[ ^*** ] 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.

Page 2 of 16

IAE PROPRIETARY INFORMATION

(ii)

Delete existing Clause 3.14.1 of the Agreement and insert in its place the following Clause:

3.14.1

JetBlue may purchase or cause its maintenance provider to purchase from another A320 family aircraft operator IAE designed and approved Spare Parts, which by virtue of Clause 3.1.1 above are otherwise required to be purchased from IAE:

3.14.1.1

on an occasional basis; or

3.14.1.2

where the said operator has published details of excessive stock holdings of the Spare Parts concerned; or

3.14.1.3

pursuant to a pooling arrangement or joint use agreement between JetBlue and the said operator.

(iii)

Delete existing Clause 3.14.2 of the Agreement and insert in its place the following Clause:

3.14.2

Subject to the conditions specified below, in the following circumstances JetBlue or its service provider may obtain from established and approved sources, other than IAE or other Aircraft operators, IAE designed and approved Spare Parts which by virtue of Clause 3.1.1 above are required to be purchased from IAE:

Existing Subclauses 3.14.2.1, 3.14.2.2, and 3.14.2.3, and the final sentence of Clause 3.14.2 of the Agreement which follows those Subclauses, are not deleted and remain in full force and effect.

Escalation

IAE shall continue to [ ^*

*

* ]. Thereafter such prices and credits shall escalate in accordance with the applicable escalation formula detailed in the Agreement.

All credits listed in Section 7 detailed in Side Letter No. 17 to the Agreement shall escalate [***] until December 31, 20[***]. In the event such credits are due to be issued with respect to an Aircraft delivered to JetBlue after December 31, 20[***], then all such credits shall be escalated in accordance with this Section c until December 31, 20[***], then fixed through December 31, 20[***], and extinguished thereafter.

Accordingly, the parties hereby agree to the following:

(i)

Clause 3 of Side Letter 13 shall be deleted in its entirety and replaced with the following:

“For the period beginning January 1, 2003 and ending December 31, 20[***], with respect to installed Propulsion Systems for installation on the Incremental Aircraft

Page 3 of 16

IAE PROPRIETARY INFORMATION

(the “Incremental Propulsion Systems”), IAE will, as of the respective dates of delivery for each of the Incremental Propulsion Systems delivered to and accepted by JetBlue, calculate [***]: (i) the deemed Shipset Price (as defined below) of each Incremental Propulsion Systems escalated in accordance with the Escalation Formulae I or II, as the case may be, set forth in Exhibit B-2, and (ii) the deemed Shipset Price of the Incremental Propulsion Systems [ ^*

*

* ]. IAE will adjust the aggregate amount of the credits due and payable to JetBlue for each such Aircraft [***]. For the purposes of administering this provision, the “Shipset Price” shall be deemed to be:

Page 4 of 16

IAE PROPRIETARY INFORMATION

A319-100 (V2524-A5)

A320-200 (V2527-A5)

A321-200 (V2533-A5)

Incremental Firm Aircraft (January 2003)

[***]

New Option Aircraft (January 2003)

[***]

(ii)

Clause 4 of Side Letter 13 shall be deleted in its entirety and replaced with the following:

“4.1

The credits set forth in Clause 1 of this Side Letter 13 and the Spare Engine credits set forth in Clause 3 of Side Letter 1, as amended to date (the “Side Letter 13 Credits”) are subject to escalation in accordance with the applicable Escalation Formulae I and II, as the case may be, set forth in Exhibit B-2 to this Side Letter 13. Side Letter 13 Credits shall be escalated from the base month of January 2003 until delivery.

4.2

Notwithstanding the above, for the period beginning January 1, 2003 and ending December 31, 20[***], escalation as calculated by the formula in Exhibit B-2 shall be [***], provided that for any year in which escalation calculated by the formula in Exhibit B-2 [***].”

(iii)

The following shall be added at the end of Clause 5 of Side Letter 13:

“Notwithstanding the above, for the period beginning January 1, 2003 and ending December 31, 20[***], escalation for the New Firm Spare Engines and the New Option Spare Engines as calculated by the applicable formulae in Exhibit B-2 shall be [***], provided that for any year in which escalation calculated by the formula in Exhibit B-2 [***].”

(iv)

The following shall be added at the end of Clause 7 of Side Letter 13:

“Notwithstanding the above,

7.1

for the period beginning as of the effective date of this Side Letter 25 and ending December 31, 20[***], escalation as calculated by the formula in Exhibit B-2 shall be [***], provided that for any year in which escalation calculated by the formula in Exhibit B-2 [***]; and

	7.2		for the period beginning January 1, 20[*] and ending December 31, 20[], the credits shall be escalated in accordance with the formula set forth in Clause 7.1 above, calculated as of December 20[**]; and

	7.3		for the period from January 1, 20[***], no credits shall be payable.”

Page 5 of 16

IAE PROPRIETARY INFORMATION

(v)

Clause 2 of Side Letter 17 shall be deleted in its entirety and replaced with the following:

“3.

For the period beginning January 1, 2003 and ending December 31, 20[***], with respect to installed Propulsion Systems for installation on 2004 Incremental Aircraft, IAE will, as of the respective dates of delivery for each of the 2004 Incremental Aircraft delivered to and accepted by JetBlue, calculate [***]: (i) the deemed Shipset Price (as defined below) escalated in accordance with the Escalation Formulae I or II, as the case may be, set forth in Exhibit B-2, and (ii) the deemed Shipset Price [ ^*

*

* ]. IAE will adjust the aggregate amount of the credits due and payable to JetBlue for each such 2004 Incremental Aircraft [***]. For the purposes of administering this provision, the “Shipset Price” shall be deemed to be:

A319-100
(V2524-A5)

A320-200
(V2527-A5)

A321-200
(V2533-A5)

2004 Incremental Aircraft (January 2003)

[***]

(vi)

Clause 4 of Side Letter 17 shall be deleted in its entirety and replaced with the following:

“4.1

The credits set forth in Clause 1 of this Side Letter 17 and the Spare Engine credits set forth in Clause 3 of Side Letter 1, as amended to date (the “Side Letter 17 Credits”) are subject to escalation in accordance with the Escalation Formula set forth in Exhibit B to this Side Letter 17. Side Letter 17 Credits shall be escalated from the base month of January 2003 until delivery.

4.2

Notwithstanding the above, for the period beginning January 1, 2003 and ending December 31, 20[***], escalation as calculated by the formula in Exhibit B shall be [***], provided that for any year in which escalation calculated by the formula in Exhibit B [***].”

(vii)

The following shall be added at the end of Clause 5 of Side Letter 17:

“Notwithstanding the above, for the period beginning January 1, 2003 and ending December 31, 20[***], escalation for the 2004 New Firm Spare Engines and the 2004 New Option Spare Engines as calculated by the applicable formulae in Exhibit B-2 shall be [***], provided that for any year in which escalation calculated by the formula in Exhibit B-2 [***].”

(viii)

The following shall be added at the end of Clause 7 of Side Letter 17:

“Notwithstanding the above,

Page 6 of 16

IAE PROPRIETARY INFORMATION

7.1

for the period beginning as of the effective date of this Side Letter 25 and ending December 31, 20[***], escalation as calculated by the formula in Exhibit B shall be [***], provided that for any year in which escalation calculated by the formula in Exhibit B [***]; and

7.2

for the period beginning January 1, 20[***] and ending December 31, 20[***], the credits shall be escalated in accordance with formula set forth in Clause 7.1 above, calculated as of December 20[***]; and

7.3

for the period from January 1, 20[***], no credits shall be payable.”

(ix)

Clauses 3 and 4 of Side Letter 24 shall be deleted in their entirety and replaced with the following:

“3.

Notwithstanding any provision of the Agreement to the contrary, each and every credit awarded upon the delivery and acceptance of Aircraft with Rank [***] and [***] (the “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 FIA [***] Incremental Firm Aircraft, or (ii) December 20[***];

“4.

Notwithstanding any provision of the Agreement to the contrary, each and every credit awarded upon the delivery and acceptance of Aircraft with Rank No. [***] and No. [***] (the “FIA [***]2004 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 FIA [***]2004 Incremental Firm Aircraft, or (ii) December 20[***];”

[***] Late Delivery Period

For each and every Aircraft delivered to and accepted by JetBlue that has an actual delivery date that occurs later than its scheduled delivery date as shown on Exhibit B-1 to the Agreement attached to this Side Letter No. 25 (the “Late Delivery Period”), IAE shall [***] upon delivery and acceptance of each such Aircraft [***].

Limitation of Late Delivery Period

Under no circumstances shall the Late Delivery Period for any Aircraft with a delivery date shown on Exhibit B-1 to this Side Letter No. 25 extend beyond December 31, 20[***].

Page 7 of 16

IAE PROPRIETARY INFORMATION

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Page 8 of 16

IAE PROPRIETARY INFORMATION

Except as expressly amended by this Side Letter No. 25, 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,		Agreed to and accepted on behalf of
IAE International Aero Engines AG		JetBlue Airways Corporation

/s/ Mhairi MacKinnon		/s/ Mark D. Powers

Name Mhairi MacKinnon		Name Mark D. Powers

Commercial Manager — Americas		Senior Vice President Treasurer

Title		Title

27 May 2008		May 27, 2008

Date		Date

Page 9 of 16

IAE PROPRIETARY INFORMATION

Exhibit B-1
Aircraft Delivery Schedules

As of May 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


[***]		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.

Page 10 of 16

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


[***]		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.

Page 11 of 16

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


[***]		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.

Page 12 of 16

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	[***]	2010*
No. 120	Firm Aircraft	[***]	2010*
No. 121	Firm Aircraft	[***]	2010*
No. 122	Firm Aircraft	Year	2011*
No. 123	Firm Aircraft	Year	2011*
No. 124	Firm Aircraft	Year	2011*
No. 125	Firm Aircraft	Year	2011*
No. 126	Firm Aircraft	Year	2011*
No. 127	Firm Aircraft	Year	2012*
No. 128	Firm Aircraft	Year	2012*
No. 129	Firm Aircraft	Year	2012*
No. 130	Firm Aircraft	Year	2012*
No. 131	Firm Aircraft	Year	2012*
No. 132	Firm Aircraft	Year	2012*


[***]		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.

Page 13 of 16

IAE PROPRIETARY INFORMATION


Rank No.	Aircraft	Month	Year
No. 133	Firm Aircraft	Year		2012
No. 134	Firm Aircraft	Year		2012
No. 135	Firm Aircraft	Year		2012
No. 136	Firm Aircraft	Year		2012
No. 137	Firm Aircraft	Year		2012*
No. 138	Firm Aircraft	Year		2012*
No. 139	Firm Aircraft	Year		2012*
No. 140	Firm Aircraft	Year		2013*
No. 141	Firm Aircraft	Year		2013*
No. 142	Firm Aircraft	Year		2013*
No. 143	Firm Aircraft	Year		2013
No. 144	Firm Aircraft	Year		2013
No. 145	Firm Aircraft	Year		2013*
No. 146	Firm Aircraft	Year		2013
No. 147	Firm Aircraft	Year		2013
No. 148	Firm Aircraft	Year		2013
No. 149	Firm Aircraft	Year		2013
No. 150	Firm Aircraft	Year		2013
No. 151	Firm Aircraft	Year		2013
No. 152	Firm Aircraft	Year		2013
No. 153	Firm Aircraft	Year		2014*
No. 154	Firm Aircraft	Year		2014
No. 155	Firm Aircraft	Year		2014
No. 156	Firm Aircraft	Year		2014
No. 157	Firm Aircraft	Year		2014
No. 158	Firm Aircraft	Year		2014
No. 159	Firm Aircraft	Year		2014
No. 160	Firm Aircraft	Year		2014
No. 161	Firm Aircraft	Year		2014
No. 162	Firm Aircraft	Year		2014*
No. 163	Firm Aircraft	Year		2014
No. 164	Firm Aircraft	Year		2014
No. 165	Firm Aircraft	Year		2015
No. 166	Firm Aircraft	Year		2015
No. 167	Firm Aircraft	Year		2015
No. 168	Firm Aircraft	Year		2015
No. 169	Firm Aircraft	Year		2015*
No. 170	Firm Aircraft	Year		2015*

Page 14 of 16

IAE PROPRIETARY INFORMATION


Rank No.	Aircraft	Month	Year
No. 171	Firm Aircraft	Year	2015*
No. 172	Firm Aircraft	Year	2015*
No. 173	Firm Aircraft	Year	2015*

2004 Option Aircraft


Rank No.	Aircraft	Month	Year
No. 174	Option Aircraft	[]*		2011
No. 175	Option Aircraft	[]*		2011
No. 176	Option Aircraft	[]*		2011
No. 177	Option Aircraft	[]*		2012
No. 178	Option Aircraft	[]*		2012
No. 179	Option Aircraft	[]*		2012
No. 180	Option Aircraft	[]*		2012
No. 181	Option Aircraft	[]*		2013
No. 182	Option Aircraft	[]*		2013
No. 183	Option Aircraft	[]*		2013
No. 184	Option Aircraft	[]*		2013
No. 185	Option Aircraft	[]*		2013
No. 186	Option Aircraft	[]*		2013
No. 187	Option Aircraft	[]*		2013
No. 188	Option Aircraft	[]*		2014
No. 189	Option Aircraft	[]*		2014
No. 190	Option Aircraft	[]*		2014
No. 191	Option Aircraft	[]*		2014


Rank No.	Aircraft	Month	Year
No. 192	Option Aircraft	[]*		2015
No. 193	Option Aircraft	[]*		2015
No. 194	Option Aircraft	[]*		2015
No. 195	Option Aircraft	[]*		2015


[***]		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.

Page 15 of 16

IAE PROPRIETARY INFORMATION

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.

Leased Aircraft


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


[***]		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.

Page 16 of 16

Exhibit 12.1

JETBLUE AIRWAYS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in millions, except ratios)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007

Earnings:
Income (loss) before income taxes	$	(10	)	$	43		$	(23	)	$	(2	)
Less: capitalized interest		(14	)		(11	)		(27	)		(19	)
Add: fixed charges		82			83			167			161

Adjusted earnings	$	58		$	115		$	117		$	140


Fixed charges:
Interest expense	$	52		$	54		$	107		$	105
Amortization of debt costs		1			2			3			3
Rent expense representative of interest		29			27			57			53

Total fixed charges	$	82		$	83		$	167		$	161


Ratio of earnings to fixed charges (1)		—			1.40			—			—


(1)		Earnings were inadequate to cover fixed charges by $24 million and $50 million for the three and six months ended June 30, 2008, respectively. They were also inadequate to cover fixed charges by $21 million for the six months ended June 30, 2007.

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer

I, David Barger, certify that:

1. I have reviewed this quarterly report on Form 10-Q of JetBlue Airways Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: July 24, 2008	By:	/s/ DAVID BARGER
		Chief Executive Officer

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer

I, Edward Barnes, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of JetBlue Airways Corporation;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: July 24, 2008	By:	/s/ EDWARD BARNES
		Executive Vice President and
		Chief Financial Officer

Exhibit 32

JetBlue Airways Corporation

SECTION 1350 CERTIFICATIONS

In connection with the Quarterly Report of JetBlue Airways Corporation on Form 10-Q for the quarterly period ended June 30, 2008, as filed with the Securities and Exchange Commission on July 25, 2008 (the “Report”), the undersigned, in the capacities and on the dates indicated below, each hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of JetBlue Airways Corporation.



Date: July 24, 2008	By:	/s/ DAVID BARGER
		Chief Executive Officer



Date: July 24, 2008	By:	/s/ EDWARD BARNES
		Executive Vice President and
		Chief Financial Officer

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents