EXHIBIT
10.1

Amendment No. 26

to the A320 Purchase
Agreement
Dated as of April  20,
1999

between

AVSA, S.A.R.L.

and

JetBlue
Airways Corporation

This Amendment No. 26 (hereinafter referred
to as the ‘‘Amendment’’) is entered
into as of February  27,  2006 between AVSA, S.A.R.L., a
société à responsabilité limitée
organized and existing under the laws of the Republic of France, having
its registered office located at 2, 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 118-29 Queens Boulevard, 5th Floor, 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 and Amendment No. 25 dated as of
November  23,  2005 is hereinafter called the
‘‘Agreement’’;

WHEREAS the Seller and
the Buyer have agreed to amend Clause 9 of the Agreement,

WHEREAS
the Seller is willing to accommodate the Buyer with respect to the
foregoing under the terms and conditions set forth herein,

NOW,
THEREFORE, IT IS AGREED AS
FOLLOWS

		
	1. 	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. 	DELIVERY
SCHEDULE


		
	2.1 	The Buyer and the Seller agree
to reschedule the delivery date of the following Aircraft as
follows:


Aircraft CaC Id 104 420 from

*** 2006 to ***2006 and

		
	2.2 	As a consequence
Paragraphs 2.1 above, the delivery schedule set forth in Clause 9.1.1
of the Agreement is hereby cancelled and replaced by the following
quoted
provisions:


QUOTE:





													
	CAC
Id 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
	






	


		
	[***]	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.


2












													
	CAC
Id No.			Rank
No.			Aircraft			Delivery			 
	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
	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
	






	


		
	[***]	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












													
	CAC
Id No.			Rank
No.			Aircraft			Delivery			 
	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
	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
Aircraft5			***			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
	104
420			No. 83			Pre-Amendment No. 16
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
	






	


		
	[***]	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.


		
	(*)	The Seller
agrees to use commercially reasonable efforts to deliver the aircraft
on or before ***, 2005.


4












													
	CAC
Id No.			Rank
No.			Aircraft			Delivery			 
	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
	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
	69 723			No.
99			Amendment No.16 Firm
Aircraft			***			2007
	69 724			No.
100			Amendment No.16 Firm
Aircraft			***			2007
	159
939			No. 101			Amendment No. 20 Firm
Aircraft			***			2007
	69 725			No.
102			Amendment No.16 Firm
Aircraft			***			2007
	96 459			No.
103			Amendment No.16 Firm
Aircraft			***			2007
	104
439			No. 104			Amendment No.16 Firm
Aircraft			***			2007
	104
440			No. 105			Amendment No.16 Firm
Aircraft			***			2007
	104
441			No. 106			Amendment No.16 Firm
Aircraft			***			2007
	104
442			No. 107			Amendment No.16 Firm
Aircraft			***			2007
	41 231			No.
108			Amendment No.16 Firm
Aircraft			***			2007
	159
896			No. 109			Amendment No.16 Firm
Aircraft			Year			2008
	159
897			No. 110			Amendment No.16 Firm
Aircraft			Year			2008
	159
898			No. 111			Amendment No.16 Firm
Aircraft			Year			2008
	159
899			No. 112			Amendment No.16 Firm
Aircraft			Year			2008
	159
900			No. 113			Amendment No.16 Firm
Aircraft			Year			2008
	159
901			No. 114			Amendment No.16 Firm
Aircraft			Year			2008
	159
902			No. 115			Amendment No.16 Firm
Aircraft			Year			2008
	159
903			No. 116			Amendment No.16 Firm
Aircraft			Year			2008
	159
904			No. 117			Amendment No.16 Firm
Aircraft			Year			2008
	159
905			No. 118			Amendment No.16 Firm
Aircraft			Year			2008
	159
906			No. 119			Amendment No.16 Firm
Aircraft			Year			2008
	159
907			No. 120			Amendment No.16 Firm
Aircraft			Year			2008
	159
908			No. 121			Amendment No.16 Firm
Aircraft			Year			2008
	159
940			No. 122			Amendment No. 20 Firm
Aircraft			Year			2008
	159
941			No. 123			Amendment No. 20 Firm
Aircraft			Year			2008
	159
942			No. 124			Amendment No. 20 Firm
Aircraft			Year			2008
	159
943			No. 125			Amendment No. 20 Firm
Aircraft			Year			2008
	






	


		
	[***]	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.


5












													
	CAC
Id No.			Rank
No.			Aircraft			Delivery			 
	159
909			No. 126			Amendment No.16 Firm
Aircraft			Year			2009
	159
910			No. 127			Amendment No.16 Firm
Aircraft			Year			2009
	159
911			No. 128			Amendment No.16 Firm
Aircraft			Year			2009
	159
912			No. 129			Amendment No.16 Firm
Aircraft			Year			2009
	159
913			No. 130			Amendment No.16 Firm
Aircraft			Year			2009
	159
914			No. 131			Amendment No.16 Firm
Aircraft			Year			2009
	159
915			No. 132			Amendment No.16 Firm
Aircraft			Year			2009
	159
916			No. 133			Amendment No.16 Firm
Aircraft			Year			2009
	159
917			No. 134			Amendment No.16 Firm
Aircraft			Year			2009
	159
918			No. 135			Amendment No.16 Firm
Aircraft			Year			2009
	159
944			No. 136			Amendment No. 20 Firm
Aircraft			Year			2009
	159
945			No. 137			Amendment No. 20 Firm
Aircraft			Year			2009
	159
946			No. 138			Amendment No. 20 Firm
Aircraft			Year			2009
	
159 947			No. 139			Amendment No. 20 Firm
Aircraft			Year			2009
	159
948			No. 140			Amendment No. 20 Firm
Aircraft			Year			2009
	159
949			No. 141			Amendment No. 20 Firm
Aircraft			Year			2009
	159
950			No. 142			Amendment No. 20 Firm
Aircraft			Year			2009
	159
951			No. 143			Amendment No. 20 Firm
Aircraft			Year			2009
	159
919			No. 144			Amendment No.16 Firm
Aircraft			Year			2010
	159
920			No. 145			Amendment No.16 Firm
Aircraft			Year			2010
	159
921			No. 146			Amendment No.16 Firm
Aircraft			Year			2010
	159
922			No. 147			Amendment No.16 Firm
Aircraft			Year			2010
	159
923			No. 148			Amendment No.16 Firm
Aircraft			Year			2010
	159
924			No. 149			Amendment No.16 Firm
Aircraft			Year			2010
	159
925			No. 150			Amendment No.16 Firm
Aircraft			Year			2010
	159
926			No. 151			Amendment No.16 Firm
Aircraft			Year			2010
	159
927			No. 152			Amendment No.16 Firm
Aircraft			Year			2010
	159
928			No. 153			Amendment No.16 Firm
Aircraft			Year			2010
	159
952			No. 154			Amendment No. 20 Firm
Aircraft			Year			2010
	159
953			No. 155			Amendment No. 20 Firm
Aircraft			Year			2010
	159
954			No. 156			Amendment No. 20 Firm
Aircraft			Year			2010
	159
955			No. 157			Amendment No. 20 Firm
Aircraft			Year			2010
	159
956			No. 158			Amendment No. 20 Firm
Aircraft			Year			2010
	159
957			No. 159			Amendment No. 20 Firm
Aircraft			Year			2010
	159
958			No. 160			Amendment No. 20 Firm
Aircraft			Year			2010
	159
959			No. 161			Amendment No. 20 Firm
Aircraft			Year			2010
	159
929			No. 162			Amendment No.16 Firm
Aircraft			Year			2011
	159
930			No. 163			Amendment No.16 Firm
Aircraft			Year			2011
	159
931			No. 164			Amendment No.16 Firm
Aircraft			Year			2011
	






6












													
	CAC
Id No.			Rank
No.			Aircraft			Delivery			 
	159
932			No. 165			Amendment No.16 Firm
Aircraft			Year			2011
	159
933			No. 166			Amendment No.16 Firm
Aircraft			Year			2011
	159
934			No. 167			Amendment No.16 Firm
Aircraft			Year			2011
	159
960			No. 168			Amendment No. 20 Firm
Aircraft			Year			2011
	159
961			No. 169			Amendment No. 20 Firm
Aircraft			Year			2011
	159
962			No. 170			Amendment No. 20 Firm
Aircraft			Year			2011
	159
963			No. 171			Amendment No. 20 Firm
Aircraft			Year			2011
	159
964			No. 172			Amendment No. 20 Firm
Aircraft			Year			2011
	159
965			No. 173			Amendment No. 20 Firm
Aircraft			Year			2011
	180
953			No. 174			Amendment No. 20
Option			Year			2008
	180 954			No.
175			Amendment No. 20
Option			Year			2008
	180
955			No. 176			Amendment No. 20
Option			Year			2009
	180 956			No.
177			Amendment No. 20
Option			Year			2009
	180
957			No. 178			Amendment No. 20
Option			Year			2010
	180 958			No.
179			Amendment No. 20
Option			Year			2010
	159
966			No. 180			Amendment No.16
Option			Year			2011
	159 967			No.
181			Amendment No.16
Option			Year			2011
	159 968			No.
182			Amendment No.16
Option			Year			2011
	159 969			No.
183			Amendment No.16
Option			Year			2011
	159 970			No.
184			Amendment No.16
Option			Year			2011
	159 971			No.
185			Amendment No.16
Option			Year			2011
	159 972			No.
186			Amendment No.16
Option			Year			2011
	180 959			No.
187			Amendment No. 20
Option			Year			2011
	180 960			No.
188			Amendment No. 20
Option			Year			2011
	159
976			No. 189			Amendment No.16
Option			Year			2012
	159 977			No.
190			Amendment No.16
Option			Year			2012
	159 978			No.
191			Amendment No.16
Option			Year			2012
	159 979			No.
192			Amendment No.16
Option			Year			2012
	159 980			No.
193			Amendment No.16
Option			Year			2012
	159 981			No.
194			Amendment No.16
Option			Year			2012
	159 982			No.
195			Amendment No.16
Option			Year			2012
	159 983			No.
196			Amendment No.16 Option			Year			2012
	159 984			No. 197			Amendment No.16
Option			Year			2012
	159 985			No.
198			Amendment No.16
Option			Year			2012
	159 986			No.
199			Amendment No.16
Option			Year			2012
	159 987			No.
200			Amendment No.16
Option			Year			2012
	






7












													
	CAC
Id No.			Rank
No.			Aircraft			Delivery			 
	159
988			No. 201			Amendment No.16
Option			Year			2012
	180 961			No.
202			Amendment No. 20
Option			Year			2012
	180 962			No.
203			Amendment No. 20
Option			Year			2012
	180 963			No.
204			Amendment No. 20
Option			Year			2012
	180 964			No.
205			Amendment No. 20
Option			Year			2012
	180 965			No.
206			Amendment No. 20
Option			Year			2012
	180 966			No.
207			Amendment No. 20
Option			Year			2012
	180 967			No.
208			Amendment No. 20
Option			Year			2012
	180
968			No. 209			Amendment No. 20
Option			Year			2013
	180 969			No.
210			Amendment No. 20
Option			Year			2013
	180 970			No.
211			Amendment No .20
Option			Year			2013
	180 971			No.
212			Amendment No. 20
Option			Year			2013
	180 972			No.
213			Amendment No. 20
Option			Year			2013
	180 973			No.
214			Amendment No. 20
Option			Year			2013
	180 974			No.
215			Amendment No. 20
Option			Year			2013
	180 975			No.
216			Amendment No. 20
Option			Year			2013
	180 976			No.
217			Amendment No. 20
Option			Year			2013
	180 977			No.
218			Amendment No. 20
Option			Year			2013
	180 978			No.
219			Amendment No. 20
Option			Year			2013
	180 979			No.
220			Amendment No. 20
Option			Year			2013
	180 980			No.
221			Amendment No. 20
Option			Year			2013
	180 981			No.
222			Amendment No. 20
Option			Year			2013
	180 982			No.
223			Amendment No. 20
Option			Year			2013
	






		
	UNQUOTE 	


2.    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 hereof.

8









		
	3. 	CONFIDENTIALITY


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

		
	4. 	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 4 will be
void and of no force or effect.

		
	5. 	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.


		AVSA,
S.A.R.L.





		By:    /s/ Marie-Pierre Merle
Beral





		Its:    Chief Executive
Officer





		Date: February  27,
2006




JETBLUE AIRWAYS
CORPORATION

By:    /s/ Thomas A.
Anderson

Its:    Senior Vice President

Date:    February  27,
2006

9