<Page>

                                                                    Exhibit 10.1

                         AIRBUS A320 PURCHASE AGREEMENT
                           Dated as of April 20, 1999

                                     between

                                 AVSA. S.A.R.L.,
                                                                          SELLER

                                       and

                               NEW AIR CORPORATION
                                                                           BUYER

                                                                               i
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                                    CONTENTS

CLAUSES   TITLE

0         DEFINITIONS

1         SALE AND PURCHASE

2         SPECIFICATION

3         PRICE

4         PRICE REVISION

5         PAYMENT TERMS

6         INSPECTION; PLANT REPRESENTATIVES

7         CERTIFICATION

8         BUYERS TECHNICAL ACCEPTANCE

9         DELIVERY

10        EXCUSABLE DELAY AND TOTAL LOSS

11        INEXCUSABLE DELAY

12        WARRANTIES AND SERVICE LIFE POLICY

13        PATENT AND COPYRIGHT INDEMNITY

14        TECHNICAL DATA AND DOCUMENTATION

15        FIELD ASSISTANCE

16        TRAINING AND TRAINING AIDS

17        EQUIPMENT SUPPLIER PRODUCT SUPPORT

18        BUYER FURNISHED EQUIPMENT AND DATA


                                                                              ii
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                                    CONTENTS

CLAUSES   TITLE

19        INDEMNITIES AND INSURANCE

20        ASSIGNMENTS AND TRANSFERS

21        TERMINATION EVENTS

22        MISCELLANEOUS PROVISIONS


                                                                             iii
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                                    CONTENTS

EXHIBITS

EXHIBIT A         STANDARD SPECIFICATION

APPENDIX I TO     SCNs
EXHIBIT A

EXHIBIT B         SCN FORM

EXHIBIT C         SELLER SERVICE LIFE POLICY

EXHIBIT D         CERTIFICATE OF ACCEPTANCE

EXHIBIT E         BILL OF SALE

EXHIBIT F         TECHNICAL DATA AND DOCUMENTATION

APPENDIX I TO     LICENSE FOR USE OF THE PERFORMANCE ENGINEER'S
EXHIBIT F         PROGRAM

APPENDIX 2 TO     LICENSE FOR USE OF CD-ROM
EXHIBIT F

EXHIBIT G         AIRFRAME PRICE REVISION FORMULA

EXHIBIT H         INTERNATIONAL AERO ENGINES PRICE REVISION FORMULA


                                                                              iv
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0 -   DEFINITIONS

      For all purposes of this agreement, except as otherwise expressly provided
      or unless the context otherwise requires, the following terms will have
      the following meanings:

      A320 ADDITIONAL OPTION AIRCRAFT -- up to twenty-five (25) A320-200 model
      aircraft other than Firm Aircraft and Option Aircraft that may be
      purchased by the Seller and sold to the Buyer pursuant to this Agreement,
      together with all components, equipment, parts and accessories installed
      in or on such aircraft and the Propulsion Systems installed thereon upon
      delivery.

      AFFILIATE -- with respect to any person or entity, any other person or
      entity directly or indirectly controlling, controlled by or under common
      control with such person or entity, not including any of the Associated
      Contractors.

      AGREEMENT -- this Airbus A320 Purchase Agreement, including all exhibits
      and appendixes attached hereto, as the same may be amended or modified and
      in effect from time to time.

      AIRCRAFT -- any or all of the Firm Aircraft or Option Aircraft that have
      been converted to a firm order, to be sold by the Seller and purchased by
      the Buyer pursuant to this Agreement, together with all components,
      equipment, parts and accessories installed in or on such aircraft and the
      Propulsion Systems installed thereon on delivery.

      AIRFRAME -- any Aircraft, excluding the Propulsion Systems therefor.

      AIRFRAME PRICE REVISION FORMULA -- the airframe price revision formula set
      forth in Exhibit G hereto.

      ASCO -- Airbus Service Company, Inc., a corporation organized and existing
      under the Laws of Delaware, having its registered office located at 198
      Van Buren Street, Suite 300, Herndon, VA 20170, or any successor thereto.

      ASSOCIATED CONTRACTORS -- collectively, the members and, for certain
      purposes, subcontractors of the Manufacturer from time to time, which
      members presently are:

      (1)   AEROSPATIALE, SOCIETE NATIONALE INDUSTRIELLE
            ("Aerospatiale"), whose principal office is at
            37, Boulevard de Montmorency
            75016 Paris
            France


                                                                               2
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      (2)   BRITISH AEROSPACE (OPERATIONS) LTD, whose principal office is
            at
            Warwick House
            P0 Box 87
            Farnborough Aerospace Centre
            Farnborough
            Hants GU14 6YU
            England

      (3)   CONSTRUCCIONES AERONAUTICAS, S.A., whose principal office is
            at
            404 Avenida de Aragon
            28022 Madrid
            Spain

      (4)   DAIMLERCHRYSLER AEROSPACE AIRBUS, GmbH ("DASA"),
            whose principal office is at
            Kreetslag 10
            Postfach 95 01 09
            21111 Hamburg
            Germany

      ATA SPECIFICATION 100 -- the specification issued by the Air Transport
      Association of America relating to manufacturers' technical data.

      ATA SPECIFICATION 101 -- the specification issued by the Air Transport
      Association of America relating to ground equipment technical data

      ATA SPECIFICATION 102 -- the specification issued by the Air Transport
      Association of America relating to software programs.

      ATA SPECIFICATION 200 -- the specification issued by the Air Transport
      Association of America relating to integrated data processing.

      ATA SPECIFICATION 300 -- the specification issued by the Air Transport
      Association of America relating to the packaging of spare parts shipments.

      ATA SPECIFICATION 2000 -- the specification issued by the Air Transport
      Association of America relating to an industry-wide communication system
      linking suppliers and users for the purposes of spares provisioning,
      purchasing, order administration, invoicing and information or data
      exchange.

      ATA SPECIFICATION 2100 -- the specification issued by the Air Transport
      Association of America relating to the standards for the presentation of
      technical information prepared as digital media (magnetic tape or CD ROM).


                                                                               3
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      AVIATION AUTHORITY -- when used with respect to any jurisdiction, the
      government entity that, under the laws of such jurisdiction, has control
      over civil aviation or the registration, airworthiness or operation of
      civil aircraft in such jurisdiction.

      BALANCE OF THE FINAL CONTRACT PRICE -- means the amount payable by the
      Buyer to the Seller on the Delivery Date for an Aircraft after deducting
      from the Final Contract Price for such Aircraft the amount of all
      Predelivery Payments received by the Seller from the Buyer in respect of
      such Aircraft on or before the Delivery Date for such Aircraft.

      BASE PRICE -- for any Aircraft, Airframe or Propulsion Systems, as more
      completely defined in Clause 3.1 of this Agreement.

      BUYER FURNISHED EQUIPMENT (BFE) -- for any Aircraft, all the items of
      equipment that will be furnished by the Buyer and installed in the
      Aircraft by the Seller, as defined in the Specification.

      CUSTOMER ORIGINATED CHANGES (COC) -- Buyer-originated data that are
      introduced into Seller's Technical Data and Documentation, as more
      completely set forth in Clause 14.4.3 of this Agreement.

      DELIVERY -- the transfer of title to the Aircraft from the Seller to the
      Buyer, in accordance with Clause 9.

      DELIVERY DATE -- the date on which Delivery will occur.

      DELIVERY LOCATION -- the facilities of the Seller at the location of final
      assembly of the Aircraft, which is currently at Aerospatiale's works in
      Toulouse, France, for the A320 model aircraft, and at DASA's works in
      Hamburg, Germany, for the A319 and A321 model aircraft.

      DEVELOPMENT CHANGES -- as defined in Clause 2.1.3 of this Agreement.

      DGAC -- the Direction Generale de l'Aviation Civile of France, or any
      successor thereto.

      EXCUSABLE DELAY -- delay in delivery or failure to deliver an Aircraft due
      to causes specified in Clause 10.1 of this Agreement.

      EXPORT AIRWORTHINESS CERTIFICATE -- an export certificate of airworthiness
      issued by the Aviation Authority of the Delivery Location.

      FAA -- the U.S. Federal Aviation Administration, or any successor thereto.

      FINAL CONTRACT PRICE -- as defined in Clause 3.2 of this Agreement.


                                                                               4
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      FIRM AIRCRAFT -- any or all of the twenty-five (25) firm A320-200 aircraft
      for which the delivery schedule is set forth in Clause 9.1.1 hereof to be
      sold by the Seller and purchased by the Buyer pursuant to this Agreement,
      together with all components, equipment, parts and accessories installed
      in or on such aircraft and the Propulsion Systems installed thereon upon
      delivery.

      FREE CARRIER (FCA) -- defined in the April 1990 edition of publication No.
      460, published by the International Chamber of Commerce.

      IN-HOUSE WARRANTY -- as referred to in Clause 12.1.7 of this Agreement.

      IN-HOUSE WARRANTY LABOR RATE -- as defined in Clause 12.1.7(v) of this
      Agreement.

      INTERFACE PROBLEM -- as defined in Clause 12.4.1 of this Agreement.

      JAA -- Joint Aviation Authorities or any successor thereto.

      LBA -- Luftfahrt-Bundesamt of Germany or any successor thereto.

      LIBOR -- for each stated interest period, the rate determined on the basis
      of the offered rates for deposits in US dollars, which appear on the
      Reuters Screen LIBO Page as of 11:00 a.m., London time, on the day that is
      two (2) days (other than a Saturday, Sunday or a day that is a legal
      holiday or a day on which banking institutions are authorized to close in
      the City of New York, New York, London, England, or Paris, France) before
      the first day of an interest period. If at least two (2) such offered
      rates appear on the Reuters Screen LIBO Page, the rate for that interest
      period will be the arithmetic mean of such offered rates rounded to the
      nearest basis point (0.5 rounds to 1). If only one (1) offered rate
      appears, the rate for that interest period will be "LIBOR" as quoted by
      National Westminster Bank, plc. "Reuters Screen LIBO Page" means the
      display designated as page "LIBO" on the Reuters Monitor Money Rates
      Service (or any successor to such page or service).

      MANUFACTURER -- Airbus Industrie, a "GROUPEMENT D'INTERET ECONOMIQUE"
      established under "ORDONNANCE" No. 67-821 dated September 23, 1967, of the
      Republic of France.

      OPTION AIRCRAFT -- any or all of the twenty-five (25) A320-200 aircraft on
      option order, which may be sold by the Seller and purchased by the Buyer
      pursuant to this Agreement, together with all components, equipment, parts
      and accessories installed in or on such aircraft and the Propulsion
      Systems installed thereon upon delivery.

      PREDELIVERY PAYMENT -- any payment made against the Final Contract Price
      of an Aircraft according to the schedule set forth in Clause 5.2.3 of this
      Agreement.


                                                                               5
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      PREDELIVERY PAYMENT REFERENCE PRICE -- as defined in Clause 5.2.2 of this
      Agreement.

      PROPULSION SYSTEMS -- the two (2) International Aero Engines V2527-A5
      powerplants installed on an Aircraft at delivery, each composed of the
      powerplant (as such term is defined in Chapters 70-80 of ATA Specification
      100 (Revision 21), but limited to the equipment, components, parts and
      accessories included in the powerplant, as so defined) that have been sold
      to the Manufacturer by International Aero Engines.

      PROPULSION SYSTEMS PRICE REVISION FORMULA -- the Propulsion Systems price
      revision formula set forth in Exhibit H hereto.

      READY FOR DELIVERY -- the time when (i) the Technical Acceptance Process
      has been successfully completed and (ii) the Export Airworthiness
      Certificate has been issued.

      REFERENCE PRICE -- as set forth in Clause 3.1.2 of the Agreement.

      SCHEDULED DELIVERY MONTH -- as defined in Clause 9.1.1 of the Agreement.

      SCN PREDELIVERY PAYMENT -- any payment made against the SCN price
      according to the schedule set forth in Clause 5.2.5 of this Agreement.

      SERVICE LIFE POLICY -- as referred to in Clause 12.2 of this Agreement.

      SPECIFICATION -- the Standard Specification as amended by the SCNs set
      forth in Appendix 1 to Exhibit A hereto as may be further amended or
      modified in accordance with this Agreement.

      SPECIFICATION CHANGE NOTICE (SCN) -- an agreement in writing between the
      Seller and the Buyer amending the Specification pursuant to Clause 2.

      STANDARD SPECIFICATION -- the A320 standard specification document number
      D.000.01000, Issue 5, dated January 30, 1998, published by the
      Manufacturer, which includes an MTOW of 73.5 metric tons, a copy of which
      is annexed as Exhibit A hereto.

      SUPPLIER -- any supplier of Supplier Parts.

      SUPPLIER PARTS -- any component, equipment, accessory or part installed in
      an Aircraft at the time of Delivery thereof, not including the Propulsion
      Systems or Buyer Furnished Equipment, for which there exists a Supplier
      Product Support Agreement.


                                                                               6
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      SUPPLIER PRODUCT SUPPORT AGREEMENT -- an agreement between the Seller and
      a Supplier containing enforceable and transferable warranties (and in the
      case of landing gear suppliers, service life policies for selected
      structural landing gear elements).

      TECHNICAL DATA AND DOCUMENTATION -- as set forth in Exhibit F hereto.

      TERMINATION EVENT -- as defined in Clause 21.1 of this Agreement.

      TRAINING CONFERENCE -- as defined in Clause 16.4.1 of this Agreement.

      WARRANTED PART -- as defined in Clause 12.1.1 of this Agreement.

      WARRANTY CLAIM -- a defined in Clause 12.1.6(v) of this Agreement.

      WORKING DAY -- with respect to any action to be taken hereunder, a day
      other than a Saturday, Sunday or other day designated as a holiday in the
      jurisdiction in which such action is required to be taken.

      The terms "herein," "hereof" and "hereunder" and other words of similar
      import refer to this Agreement, and not a particular Clause thereof. The
      definition of a singular in this Clause will apply to plurals of the same
      words.

      Technical and trade items not otherwise defined herein will have the
      meanings assigned to them as generally accepted in the aircraft
      manufacturing industry.


                                                                               7
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1 -   SALE AND PURCHASE

      The Seller will cause to be manufactured and will sell and deliver, and
      the Buyer will buy and take delivery of, the Aircraft at the Delivery
      Location, subject to the terms and conditions in this Agreement.


                                                                               8
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2 -   SPECIFICATION

2.1   SPECIFICATION DOCUMENTS

      The Aircraft will be manufactured in accordance with the Specification.
      The Specification may be further modified from time to time pursuant to
      the provisions of this Clause 2.

2.1.2 SPECIFICATION CHANGE NOTICE

      The Specification may be amended by written agreement between the parties
      in an SCN. Each SCN will be substantially in the form set out in Exhibit B
      hereto and will set out in detail the particular change to be made to the
      Specification and the effect, if any, of such change on design,
      performance, weight, time of delivery of the Aircraft, and text of the
      Specification. An SCN may result in an adjustment of the Base Price.

2.1.3 DEVELOPMENT CHANGES

      The Specification may also be amended by the Seller without the Buyer's
      consent when changes to be incorporated in the Specification do not
      adversely affect price, time of delivery, weight or performance of the
      Aircraft, interchangeability or replaceability requirements under the
      Specification. These changes are hereinafter defined as "Development
      Changes."

2.1.4 INCONSISTENCY

      In the event of any inconsistency between the Specification set forth in
      Exhibit A hereto and any other part of this Agreement, the Specification
      will be superseded to the extent of such inconsistency.

2.2   PROPULSION SYSTEMS

      The Aircraft will be equipped with the Propulsion Systems.

2.3   CUSTOMIZATION MILESTONES CHART

      The Seller will provide the Buyer with a Customization Milestones Chart.
      The Customization Milestones Chart will state the lead times before
      Delivery needed for agreeing on items requested by the Buyer from the
      specification changes catalogs made available to the Seller.


                                                                               9
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3 -     PRICE

3.1     BASE PRICE OF THE AIRCRAFT

        The Base Price of each Aircraft is the sum of:

        (i)   the Base Price of the Airframe, and

        (ii)  the Base Price of the Propulsion Systems.

3.1.1   BASE PRICE OF THE AIRFRAME

3.1.1.1 The Base Price of the Airframe will be the sum of the Base Prices set
        forth below in (i) and (ii):

            (i)   the Base Price of the Standard Airframe, as defined in the
                  Standard Specification (excluding Buyer Furnished Equipment,
                  Propulsion Systems and SCNs), at delivery conditions
                  prevailing in January 1999, which is:

                  US $ [****]

                  (US dollars--[****], and

            (ii)  the Base Price of any and all SCNs mutually agreed upon prior
                  to the signature of this Agreement and set forth in Appendix
                  1 to Exhibit A hereto, at delivery conditions prevailing in
                  January 1999, which is:

                  US $ [****]

                  (US dollars--[****].

3.1.1.2 The Base Price of the Airframe of each Aircraft will be revised to the
        Delivery Date of such Aircraft in accordance with the Airframe Price
        Revision Formula.

3.1.2   BASE PRICE OF THE PROPULSION SYSTEMS

        The Base Price of a set of two (2) IAE V2527-A5 Propulsion Systems, at
        delivery conditions prevailing in January 1999, is:


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


                                                                              10
<Page>

            US $ [****]

            (US dollars--[****].

            Said Base Price has been calculated from the Reference Price
            indicated by International Aero Engines of US $ [****] (US
            dollars--[****] in accordance with economic conditions
            prevailing in September 1996.

            Said Reference Price is subject to adjustment to the Delivery Date
            in accordance with the International Aero Engines Price Revision
            Formula set forth in Exhibit H hereto.

3.1.2.3 VALIDITY OF PROPULSION SYSTEMS PRICES

        It is understood that the prices and Price Revision Formula cited above
        for the Propulsion Systems and related equipment are based on
        information received from International Aero Engines and remain subject
        to any modification that might be communicated by International Aero
        Engines to the Manufacturer, the Seller and/or the Buyer.

3.2     FINAL CONTRACT PRICE

        The Final Contract Price of an Aircraft will be the sum of:

        (i)     the Base Price of the Airframe constituting a part of such
                Aircraft, as adjusted to the Delivery Date of such Aircraft in
                accordance with the Airframe Price Revision Formula;

        (ii)    the price (as of delivery conditions prevailing in January 1999)
                of any SCNs entered into after the date of execution of this
                Agreement, as adjusted to the Delivery Date of such Aircraft in
                accordance with Subclause 4.1 of this Agreement;

        (iii)   the Reference Price of the installed Propulsion Systems
                constituting a part of such Aircraft, as adjusted to the
                Delivery Date in accordance with the Propulsion Systems Price
                Revision Formula; and

        (iv)    any other amount resulting from any other provisions of this
                Agreement and/or any other written agreement between the Buyer
                and the Seller relating to the Aircraft.


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


                                                                              11
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3.3     TAXES, DUTIES AND IMPOSTS

3.3.1   The Seller will bear and pay the amount of any and all taxes, duties,
        imposts or similar charges of any nature whatsoever that are (i) imposed
        upon the Buyer, (ii) imposed upon the Seller with an obligation on the
        Buyer to withhold or collect the amount thereof from the Seller or (iii)
        imposed upon the Buyer with an obligation on the Seller to withhold or
        collect such amount from the Buyer, and that are levied, assessed,
        charged or collected for or in connection with the fabrication,
        manufacture, modification, assembly, sale, delivery, use of or payment
        under this Agreement for any Aircraft, component, accessory, equipment
        or part delivered or furnished hereunder, provided such taxes, duties,
        imposts or similar charges have been promulgated and are enforceable
        under the laws of the country of the Delivery Location.

3.3.2   The Buyer will bear and pay the amount of any and all taxes, duties,
        imposts or similar charges of any nature whatsoever that are (i) imposed
        upon the Seller, (ii) imposed upon the Buyer with an obligation on the
        Seller to collect the amount thereof for the Buyer or (iii) imposed upon
        the Seller with an obligation for the Buyer to withhold such amount from
        the Seller, and that are levied, assessed, charged or collected for or
        in connection with the fabrication, manufacture, modification, assembly,
        sale, delivery or use of or payment under this Agreement for any
        Aircraft, component, accessory, equipment or part delivered or furnished
        hereunder, provided such taxes, duties, imposts or similar charges have
        been levied, assessed, charged or collected under laws promulgated and
        enforceable in countries other than the country of the Delivery
        Location.

3.3.3   The Seller will arrange for the exportation of the Aircraft from the
        country of the Delivery Location and will pay any customs duties, taxes
        and fees required to be paid with respect to such exportation of the
        Aircraft.

3.3.4   The Buyer will arrange for the importation of the Aircraft into any
        country or jurisdiction and will pay any customs duties, taxes and fees
        required to be paid with respect to such importation of the Aircraft.


                                                                              12
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4 -     PRICE REVISION

4.1     AIRFRAME PRICE REVISION FORMULA

        The Base Price of the Airframe is subject to revision up to and
        including the Delivery Date of such Aircraft, in accordance with the
        Airframe Price Revision Formula.

4.2     PROPULSION SYSTEMS PRICE REVISION FORMULA

        The Reference Price of the Propulsion Systems will be revised to the
        Delivery Date corresponding to the Aircraft on which the Propulsion
        Systems are installed, in accordance with the Propulsion Systems Price
        Revision Formula.


                                                                              13
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5 -     PAYMENT TERMS

5.1     The Buyer will pay the Predelivery Payments, the balance or the Final
        Contract Price and any other amount due hereunder in immediately
        available funds in United States dollars to Credit Lyonnais, [****],
        for transfer by Credit Lyonnais to the Seller's account with Credit
        Lyonnais [****] or to such other account as may be designated by the
        Seller.

5.2     Predelivery Payments

5.2.1   Predelivery Payments will be paid by the Buyer to the Seller for each
        Aircraft and will, in the aggregate, amount to [****] of the
        Predelivery Payment Reference Price of the Aircraft detained below
        in Clause 5.2.2.

5.2.2   The Buyer will pay Predelivery Payments to the Seller calculated on the
        Predelivery Payment Reference Price of each Aircraft. The Predelivery
        Payment Reference Price is defined as:

        A =       Pb (1 + 0.04N)

        where

        A =       the Predelivery Payment Reference Price for Aircraft to be
                  delivered in calendar year T.

        Pb =      the Base Price of the Aircraft as defined in Clause 3 above.

        N =       (T - 1999).

        T =       the year of delivery of the relevant Aircraft.


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


                                                                              14
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5.2.3   Predelivery Payments will be paid according to the following schedule:

<Table>
<Caption>
                                                                     PERCENTAGE OF AIRCRAFT
                                                                     PREDELIVERY PAYMENT
PAYMENT DATE                                                         REFERENCE PRICE
------------                                                         ---------------
<S>           <C>                                                    <C>
              No later than the first Working Day of the following
              months:

[****]
--------------------------------------------------------------------------------

TOTAL PAYMENT PRIOR TO DELIVERY                                      [****]
</Table>

5.2.4   If any Predelivery Payment is not received on the due date specified in
        Clause 5.2.3, then, in addition to any other rights and remedies
        available to the Seller, the Seller will have the right to set back the
        Scheduled Delivery Month by a period of one (1) month for each aggregate
        of thirty (30) days of delay in such payments.

        Furthermore, if such delays in payment exceed sixty (60) days in the
        aggregate, in addition to any other rights the Seller may have under
        Clause 21, the Seller will have no obligation to deliver the Aircraft
        within the Scheduled Delivery Month as modified pursuant to the
        preceding paragraph. Upon receipt of the full amount of all late
        Predelivery Payments, together with interest due under Clause 5.6,
        provided that the Seller has not exercised its right of termination
        under Clause 21, the Seller will inform the Buyer of a new Scheduled
        Delivery Month consistent with Seller's other commitments and production
        capabilities.


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


                                                                              15
<Page>

5.2.5   SCN PREDELIVERY PAYMENTS

        The Seller will be entitled to request SCN Predelivery Payments for each
        SCN executed after signature of this Agreement.

        (i)     For each SCN executed before the first day of the eighteenth
                (18th) month before the Scheduled Delivery Month, the Buyer will
                make an SCN Predelivery Payment equal to fifteen percent (15%)
                of the SCN price. This SCN Predelivery Payment will be paid on
                the first day of the twelfth (12th) month before the Scheduled
                Delivery Month.

        (ii)    For each SCN executed after the first day of the eighteenth
                month (18th) and before the first day of the twelfth (12th)
                month before the Scheduled Delivery Month, this SCN Predelivery
                Payment will amount to thirty percent (30%) of the SCN price,
                and for each SCN executed after the first day of the twelfth
                (12th) month and before the first day of the ninth (9th) month
                before the Scheduled Delivery Month this payment will amount to
                fifty percent (50%) of the SCN price. These payments will be
                paid on the first day of the sixth (6th) month before the
                Scheduled Delivery Month.

        (iii)   Each of the above SCN Predelivery Payments paid by the Buyer
                will be credited against the Final Contract Price of the
                relevant Aircraft.

5.3     DEPOSIT

        The Seller acknowledges that it has already received from the Buyer the
        sum of US$ [****] (US dollars--[****]), which represents a deposit of
        US$ [****] (US dollars--[****]) for each Firm Aircraft and of US $[****]
        (US dollars--[****]) for each Option Aircraft. The deposit paid with
        respect to each particular Aircraft will be credited without interest
        against the first Predelivery Payment for such Aircraft.

5.4     PAYMENT OF BALANCE OF THE FINAL CONTRACT PRICE

        Concurrently with the delivery of each Aircraft, the Buyer will pay to
        the Seller the Balance of the Final Contract Price for such Aircraft.
        The Seller's receipt of the full amount of all Predelivery Payments and
        of the Balance of the Final Contract Price, including any amounts due
        under Clause 5.6, will be a condition precedent to the Seller's
        obligation to deliver such Aircraft.


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


                                                                              16
<Page>

5.5     PAYMENT OF OTHER AMOUNTS

5.5.1   Unless otherwise expressly provided for herein, any payments due
        hereunder or in respect of an Aircraft in addition to those referred to
        in Clauses 5.2 and 5.4 above will be paid by the Buyer concurrently with
        the delivery of the corresponding Aircraft or, if the Seller elects to
        invoice such amounts after delivery of such Aircraft, within one (1)
        month after the invoice date.

5.5.2   Notwithstanding any other rights the Seller may have at contract or at
        law, the Buyer and the Seller hereby agree that should any amount
        (whether under this Agreement or under any other agreement between the
        Buyer and the Seller and whether at the stated maturity of such amount,
        by acceleration or otherwise) become due and payable by the Buyer or its
        Affiliates, and not be paid in full in immediately available funds on
        the date due, then the Seller will have the right to debit and apply, in
        whole or in part, the unused amount of any credit made available by the
        Seller to the Buyer against such unpaid amount. The Seller will promptly
        notify the Buyer in writing after such debiting and application.

5.6     OVERDUE PAYMENTS

        If any payment due the Seller is not received by the Seller on the date
        or dates as agreed on between the Buyer and the Seller, the Seller will
        have the right to claim from the Buyer and the Buyer will promptly pay
        to the Seller on receipt of such claim interest at the rate of one and
        one-half percent (1.5%) per month on the amount of such overdue payment,
        to be calculated from and including the due date of such payment to (but
        excluding) the date such payment is received by the Seller. Interest due
        for any period less than one (I) month will be prorated The Seller's
        right to receive such interest will be in addition to any other rights
        of the Seller hereunder or at law.

5.7     REFUND OF PREDELIVERY PAYMENTS

        The Buyer will have no right to any refund of any deposit. Predelivery
        Payment or SCN Predelivery Payment received by the Seller, [****].

5.8     PROPRIETARY INTEREST

        Notwithstanding any provision of law to the contrary, the Buyer will
        not, by virtue of anything contained in this Agreement (including,
        without limitation, any Predelivery Payments hereunder, or any
        designation or identification by the Seller of a particular Aircraft as
        an Aircraft to which any of the provisions of this Agreement refers)
        acquire any proprietary,



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


                                                                              17
<Page>

        insurable or other interest whatsoever in any Aircraft before Delivery
        of and payment for such Aircraft, as provided in this Agreement.

5.9     PAYMENT IN FULL

        The Buyer's obligation to make payments to the Seller hereunder will not
        be affected by and will be determined without regard to any setoff.
        counterclaim, recoupment, defense or other right that the Buyer may have
        against the Seller or any other person and all such payments will be
        made without deduction or withholding of any kind. The Buyer will ensure
        that the sums received by the Seller under this Agreement will be equal
        to the full amounts expressed to be due the Seller hereunder, without
        deduction or withholding on account of and free from any and all taxes,
        levies, imposts, duties or charges of whatever nature, except that if
        the Buyer is compelled by law to make any such deduction or withholding
        the Buyer will pay such additional amounts as may be necessary so that
        the net amount received by the Seller after such deduction or
        withholding will equal the amounts that would have been received in the
        absence of such deduction or withholding.


                                                                              18
<Page>

6 -     INSPECTION: PLANT REPRESENTATIVES

6.1     INSPECTION PROCEDURES

6.1.1   All work to be carried out on the Aircraft and all materials and parts
        thereof will at all reasonable times during business hours be open to
        inspection by duly authorized representatives of the Buyer or its
        designee at the respective works of the Associated Contractors and, if
        possible, at the works of their respective subcontractors to carry out
        the aforesaid inspection. Such representatives will have access to such
        relevant technical data as are reasonably necessary for this purpose
        (except that, if access to any part of the respective works where
        construction is in progress or materials or parts are stored is
        restricted for security reasons, the Associated Contractors will be
        allowed a reasonable time to make the items available for inspection
        elsewhere). The actual detailed inspection of the Aircraft, materials
        and parts thereof will take place only in the presence of the respective
        inspection department personnel of the Associated Contractors or their
        subcontractors. The procedures for such inspections will be agreed on
        with the Buyer before any inspection.

6.1.2   All inspections, examinations and discussions with the Seller's, the
        Associated Contractors' or their respective subcontractors engineering
        or other personnel by the Buyer and its said representatives will be
        performed in such a manner as not to delay or binder the work to be
        carried out on the Aircraft or the proper performance of this Agreement.
        In no event will the Buyer or its representatives be permitted to
        inspect any aircraft other than the Aircraft.

6.2     REPRESENTATIVES

        For the purposes of Clause 6.1 above, starting with the date of this
        Agreement until Delivery of the last Aircraft, the Seller will furnish
        free-of-charge adequate secretarial assistance and suitable space,
        office equipment and facilities in or conveniently located with respect
        to the Delivery Location for the use of not more than four (4)
        representatives of the Buyer during the aforementioned period. The
        Seller will provide telecommunications facilities at the Buyer's cost to
        be invoiced on a monthly basis.


                                                                              19
<Page>

7 -     CERTIFICATION

        Except as set forth in this Clause 7, the Seller will not be required to
        obtain any other certificate or approval with respect to the Aircraft.

7.1     TYPE CERTIFICATION

        The Aircraft has been type certificated under JAA procedures for joint
        certification in the transport category. The Seller will obtain or cause
        to be obtained the relevant type certificate (the "Type Certificate") to
        allow the issuance of the Export Airworthiness Certificate.

7.2     EXPORT AIRWORTHINESS CERTIFICATE

        Subject to the provisions of Clause 7.3, each Aircraft will be delivered
        to the Buyer with the Certificate of Airworthiness for Export issued by
        the DGAC, and in a condition enabling the Buyer (or an eligible person
        under then applicable law) to obtain at the time of Delivery a Standard
        Airworthiness Certificate issued pursuant to Part 21 of the US Federal
        Aviation Regulations and a Certificate of Sanitary Construction issued
        by the US Public Health Service Food and Drug Administration and in a
        condition permitting the Buyer to operate such Aircraft under Part 121
        of said Regulations, or any other successor certificate required under
        US Federal Aviation Regulations. However, the Seller will have no
        obligation, whether before, at or after Delivery of any Aircraft, to
        make any alterations to such Aircraft to enable such Aircraft to meet
        FAA requirements for specific operation on the Buyers routes, except as
        may be provided for in this Agreement.

7.3     COST OF SCNs FOR EXPORT CERTIFICATION

7.3.1   If, any time before the date on which the Aircraft is Ready for
        Delivery, any law or regulation is enacted, promulgated, becomes
        effective and/or an interpretation of any law or regulation is issued
        that requires any change to the Specification for the purposes of
        obtaining the Export Airworthiness Certificate (a "Change in Law"), the
        Seller will make the required modification and the parties hereto will
        sign an SCN that specifies the effects, if any, on the guaranteed
        performances, weights, interchangeability, Delivery Date, price of the
        Aircraft and text of the Specification.

7.3.2   The Seller will as far as practicable (in its sole discretion and
        without prejudice to Clause 7.3.3 (ii)) take into account the
        information available to it concerning any proposed law, regulation or
        interpretation that could become a Change in Law, in order to minimize
        the costs of changes to the


                                                                              20
<Page>

        Specification as a result of such proposed law, regulation or
        interpretation becoming effective before the applicable Aircraft is
        Ready for Delivery.

7.3.3   The cost of implementing the modifications referred to in Clause 7.3.1
        above will be

        (i)     for the account of the Seller if a Change in Law becomes
                effective before the date of this Agreement, and

        (ii)    shared equally by the Seller and the Buyer if a Change in Law
                becomes effective after the date of this Agreement,

        provided, however, that any changes required specifically of the Buyer
        in order to permit the Buyer to operate the Aircraft under Part 121 of
        the US Federal Aviation Regulations are for the account of the Buyer.

7.3.4   Notwithstanding the provisions of Clauses 7.3.3 (i) and (ii), if a
        Change in Law relates to the Propulsion Systems and, in particular, to
        engine accessories, quick engine change units or thrust reversers, the
        costs will be borne in accordance with such arrangements as may be made
        separately between the Buyer and the Propulsion Systems manufacturer;
        the Seller will have no obligation with respect thereto.

7.4     SPECIFICATION CHANGES AFTER DELIVERY

        Clause 7.3 will not require the Seller to make any changes or
        modifications to, or to make any payments or take any other action with
        respect to, any Aircraft [****] any law or regulation referred to in
        Clause 7.3 is to be complied with. Any such changes or modifications
        made to an Aircraft [****] the Buyer will be at the Buyer's expense.


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


                                                                              21
<Page>

8 -     BUYER'S TECHNICAL ACCEPTANCE

8.1     TECHNICAL ACCEPTANCE PROCESS

8.1.1   Prior to Delivery, the Aircraft will undergo a technical acceptance
        process proposed by the Seller (the "Technical Acceptance Process").
        Completion of the Technical Acceptance Process will demonstrate the
        satisfactory functioning of the Aircraft and will be deemed to
        demonstrate compliance with the Specification. Should it be established
        that the Aircraft fails to complete the Technical Acceptance Process
        satisfactorily, the Seller will without hindrance from the Buyer be
        entitled to carry out any necessary changes and, as soon as practicable
        thereafter, resubmit the Aircraft in order to complete the Technical
        Acceptance Process.

8.1.2   The Technical Acceptance Process will

        (i)     start on a date notified by the Seller to the Buyer at least
                ten (10) days in advance,

        (ii)    take place at the Delivery Location,

        (iii)   be carried our by the personnel of the Seller, and

        (iv)    include a technical acceptance flight, which will not exceed
                three (3) hours.

8.2     BUYER'S ATTENDANCE

8.2.1   The Buyer will be entitled to attend the Technical Acceptance Process.

8.2.2   If the Buyer elects to attend the Technical Acceptance Process, the
        Buyer

        (i)     will cooperate in complying with the reasonable requirements of
                the Seller, with the intention of completing the Technical
                Acceptance Process within five (5) Working Days, and

        (ii)    may have a maximum of four (4) of its representatives (no more
                than three (3) of whom will have access to the cockpit at any
                one time) accompany the Seller's representatives on a technical
                acceptance flight, during which the Buyer's representatives will
                comply with the instructions of the Seller's representatives.

8.2.3   If the Buyer does not attend and/or fails to cooperate in the Technical
        Acceptance Process, the Seller will be entitled to complete the
        Technical Acceptance Process without the Buyer's attendance, and the
        Buyer will be


                                                                              22
<Page>

        deemed to have accepted the Technical Acceptance Process as satisfactory
        in all respects.

8.3     CERTIFICATE OF ACCEPTANCE

        Upon successful completion of the Technical Acceptance Process, the
        Buyer will, on or before the Delivery Date, sign and deliver to the
        Seller a certificate of acceptance in respect of the Aircraft in the
        form of Exhibit D (the "Certificate of Acceptance") hereto.

8.4     FINALITY OF ACCEPTANCE

        The Buyer's acceptance of delivery of each Aircraft will constitute
        waiver by the Buyer of any right it may have under the Uniform
        Commercial Code as adopted by the State of New York or otherwise to
        revoke such acceptance for any reason, whether known or unknown to the
        Buyer at the time of acceptance.

8.5     AIRCRAFT UTILIZATION

        The Seller will, without payment or other liability, be entitled to use
        the Aircraft before Delivery if necessary to obtain the certificates
        required under Clause 7. Such use will not prejudice the Buyer's
        obligation to accept Delivery hereunder.

        [****]


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


                                                                              23
<Page>
9 -     DELIVERY

9.1     DELIVERY SCHEDULE

9.1.1   Subject to Clauses 2, 7, 8, 10 and 18, the Seller will have the Aircraft
        Ready for Delivery at the Delivery Location within the following months
        (each a "Scheduled Delivery Month"). Where no month is specified below
        the Seller will

        (i)     in the case of a quarter, notify the Buyer of the Scheduled
                Delivery Month by twenty-four (24) months before the beginning
                of the quarter,

        (ii)    in the case of a half of a year, notify the Buyer of the
                Scheduled Delivery Month by twenty-four (24) months before the
                beginning of the half of the year,

        (iii)   in the case of a year, notify the Buyer of the quarter by
                twenty-four (24) months before the beginning of the year and
                then notify the Buyer of the Scheduled Delivery Month by
                twenty-four (24) months before the beginning of the quarter.

        Firm Aircraft
        -------------
        Firm Aircraft No 1               [****]       2000
        Firm Aircraft No 2               [****]       2000
        Firm Aircraft No 3               [****]       2000
        Firm Aircraft No 4               [****]       2000
        Firm Aircraft No 5               [****]       2000
        Firm Aircraft No 6               [****]       2000
        Firm Aircraft No 7               [****]       2001
        Firm Aircraft No 8               [****]       2001
        Firm Aircraft No 9               [****]       2001
        Firm Aircraft No 10              [****]       2001
        Firm Aircraft No 11              [****]       2001
        Firm Aircraft No 12              [****]       2001
        Firm Aircraft No 13              [****]       2002
        Firm Aircraft No 14              [****]       2002
        Firm Aircraft No 15              [****]       2002
        Firm Aircraft No 16              [****]       2002
        Firm Aircraft No 17              [****]       2002
        Firm Aircraft No 18              [****]       2002
        Firm Aircraft No 19              [****]       2002
        Firm Aircraft No 20              [****]       2002
        Firm Aircraft No 21              [****]       2003
        Firm Aircraft No 22              [****]       2003
        Firm Aircraft No 23              [****]       2003


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


                                                                              24
<Page>

        Firm Aircraft No 24              [****]         2003
        Firm Aircraft No 25              [****]         2003

        Option Aircraft
        ---------------
        Option Aircraft No 26            [****]         2003
        Option Aircraft No 27            [****]         2003
        Option Aircraft No 28            [****]         2003
        Option Aircraft No 29            [****]         2004
        Option Aircraft No 30            [****]         2004
        Option Aircraft No 31            [****]         2004
        Option Aircraft No 32            [****]         2004
        Option Aircraft No 33            [****]         2004
        Option Aircraft No 34            [****]         2005
        Option Aircraft No 35            [****]         2005
        Option Aircraft No 36            [****]         2005
        Option Aircraft No 37            [****]         2005
        Option Aircraft No 38            [****]         2005
        Option Aircraft No 39            [****]         2006
        Option Aircraft No 40            [****]         2006
        Option Aircraft No 41            [****]         2006
        Option Aircraft No 42            [****]         2006
        Option Aircraft No 43            [****]         2006
        Option Aircraft No 44            [****]         2006
        Option Aircraft No 45            [****]         2007
        Option Aircraft No 46            [****]         2007
        Option Aircraft No 47            [****]         2007
        Option Aircraft No 48            [****]         2007
        Option Aircraft No 49            [****]         2007
        Option Aircraft No 50            [****]         2007

9.1.2   [****]

        [****] the Seller will give the Buyer at least thirty (30) days'
        written notice of the anticipated date on which the Aircraft will be
        Ready for Delivery [****]. [****] the Seller will notify the Buyer of
        any change in such date necessitated by the conditions of manufacture
        or flight.

9.2     DELIVERY

9.2.1   The Buyer will send its representatives to the Delivery Location to take
        Delivery within seven (7) days after the date on which the Aircraft is
        Ready for Delivery.


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


                                                                              25
<Page>

9.2.2   The Seller will transfer title to the Aircraft to the Buyer free and
        clear of all encumbrances, provided that the Balance of the Final
        Contract Price has been paid by the Buyer pursuant to Clause 5.4 and
        that the Certificate of Acceptance has been signed and delivered to the
        Seller pursuant to Clause 8.3. The Seller will provide the Buyer with a
        bill of sale in the form of Exhibit E hereto and/or such other
        documentation confirming transfer of title and receipt of the Final
        Contract Price as may reasonably be requested by the Buyer. Title to,
        property interest in and risk of loss or damage to the Aircraft will be
        transferred to the Buyer on Delivery.

9.2.3   Should the Buyer fail to

        (i)     deliver the signed Certificate of Acceptance to the Seller on or
                before the Delivery Date, or

        (ii)    pay the Balance of the Final Contract Price for the Aircraft to
                the Seller on the Delivery Date.

        then the Buyer will be deemed to have rejected Delivery without warrant
        when the Aircraft was duly tendered to the Buyer hereunder. In the event
        the Buyer rejects the Aircraft, the Seller will retain title to the
        Aircraft and the Buyer will be deemed to assume and will bear all risk
        of loss or damage to the Aircraft and will indemnify and hold the Seller
        harmless against any and all costs (including but not limited to any
        parking, storage, and insurance costs) and consequences resulting from
        the Buyer's rejection, it being understood that the Seller will be under
        no duty to store, park, insure, or otherwise protect the Aircraft. These
        rights of the Seller will be in addition to the Seller's other rights
        and remedies in this Agreement.

9.3     FLYAWAY

9.3.1   The Buyer and the Seller will cooperate to obtain any licenses that may
        be required by the Aviation Authority of the Delivery Location for the
        purpose of exporting the Aircraft.

9.3.2   All expenses of, or connected with, flying the Aircraft from the
        Delivery Location after Delivery will be borne by the Buyer. The Buyer
        will make direct arrangements with the supplying companies for the fuel
        and oil required for all post-Delivery flights.


                                                                              26
<Page>

10 -    EXCUSABLE DELAY AND TOTAL LOSS

10.1    SCOPE OF EXCUSABLE DELAY

        Neither the Seller nor the Manufacturer will be responsible for or be
        deemed to be in default on account of delays in delivery or failure to
        deliver or otherwise in the performance of this Agreement or any part
        hereof due to causes reasonably beyond the Seller's, the Manufacturer's
        or any Associated Contractor's control or not occasioned by the
        Seller's, the Manufacturer's or any Associated Contractor's fault or
        negligence ("Excusable Delay"), including, but not limited to: (i) acts
        of God or the public enemy, natural disasters, fires, floods, storms
        beyond ordinary strength, explosions or earthquakes; epidemics or
        quarantine restrictions; serious accidents; total or constructive total
        loss; any law, decision, regulation, directive or other act (whether or
        not having the force of law) of any government or of the Council of the
        European Community or the Commission of the European Community or of any
        national, Federal, State, municipal or other governmental department,
        commission, board, bureau, agency, court or instrumentality, domestic or
        foreign; governmental priorities, regulations or orders affecting
        allocation of materials, facilities or a completed Aircraft; war, civil
        war or warlike operations, terrorism, insurrection or riots; failure of
        transportation; strikes or labor troubles causing cessation, slow down
        or interruption of work; delay in obtaining any airworthiness or type
        certification; inability after due and timely diligence to procure
        materials, accessories, equipment or parts; general hindrance in
        transportation; or failure of a subcontractor or Supplier to furnish
        materials, components, accessories, equipment or parts; (ii) any delay
        caused directly or indirectly by the action or inaction of the Buyer;
        and (iii) delay in delivery or otherwise in the performance of this
        Agreement by the Seller due in whole or in part to any delay in or
        failure of the delivery of, or any other event or circumstance relating
        to, the Propulsion Systems or Buyer Furnished Equipment.

10.2    CONSEQUENCES OF EXCUSABLE DELAY

10.2.1  If an Excusable Delay occurs the Seller will

        (i)     notify the Buyer of such Excusable Delay as soon as practicable
                after becoming aware of the same;

        (ii)    not be deemed to be in default in the performance of its
                obligations hereunder as a result of such Excusable Delay;

        (iii)   not be responsible for any damages arising from or in connection
                with such Excusable Delay suffered or incurred by the Buyer;


                                                                              27
<Page>

                (iv)    use reasonable efforts to remove the cause(s) within its
                        control and minimize any delay; and

                (v)     as soon as practicable after the removal of the cause of
                        the delay resume performance of its obligations under
                        this Agreement and in particular will notify the Buyer
                        of the revised Scheduled Delivery Month.

10.2.2  If an Excusable Delay is due to the action or inaction of the Buyer,
        then the Buyer will use reasonable efforts to remove the cause(s) within
        its control and minimize any delay.

10.3    TERMINATION ON EXCUSABLE DELAY

10.3.1  If the Delivery of any Aircraft is delayed as a result of an Excusable
        Delay for a period of more than twelve (12) months after the last day of
        the Scheduled Delivery Month, then either party may terminate this
        Agreement with respect to the affected Aircraft, by giving written
        notice to the other party within thirty (30) days after the expiration
        of such twelve (12) month period. However, the Buyer will not be
        entitled to terminate this Agreement pursuant to this Clause if the
        Excusable Delay is caused directly or indirectly by the action or
        inaction of the Buyer. [****]

10.3.2  In the event that the Seller notifies the Buyer of a revised Scheduled
        Delivery Month pursuant to Clause 10.2(v), in respect of a delay in
        Delivery of an Aircraft of more than twelve (12) months after the last
        day of the Scheduled Delivery Month, then either party may terminate
        this Agreement with respect to the affected Aircraft. Termination will
        be made by giving written notice to the other party within thirty (30)
        days after the Buyer's receipt of the notice of a revised Scheduled
        Delivery Month. [****]

10.3.3  If this Agreement is not terminated under the terms of Clause 10.3.1 or
        10.3.2 above, then the Seller will be entitled to reschedule Delivery.
        The Seller will notify the Buyer of the new Scheduled Delivery Month
        after the thirty (30) day period referred to in Clause 10.3.1 or 10.3.2,
        and this new Scheduled Delivery Month will be binding on the parties.

10.3.4  [****]


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


                                                                              28
<Page>

        [****]

10.4    TOTAL LOSS; LOST, DESTROYED OR DAMAGED AIRCRAFT

        If, before delivery thereof, in the reasonable opinion of the Seller, an
        Aircraft is lost, destroyed or damaged beyond economic repair ("Total
        Loss"), then the Seller will notify the Buyer to this effect as soon as
        reasonably possible. The Seller will include in its notice, or as soon
        after the notice as possible, the earliest date that an aircraft to
        replace the Aircraft may be delivered to the Buyer. The notice will also
        state a revised Scheduled Delivery Month for the replacement aircraft.
        However, in the event the specified revised Scheduled Delivery Month is
        more than twelve (12) months after the last day of the originated
        Scheduled Delivery Month, then this Agreement will terminate unless

        (i)     the Buyer notifies the Seller within one (1) month of the date
                of receipt of the Sellerls notice that it desires the Seller to
                provide a replacement aircraft during the month quoted in the
                Seller's notice, and

        (ii)    the parties execute an amendment to this Agreement recording the
                variation in the Scheduled Delivery Month.

        Notwithstanding the above, nothing herein will require the Seller to
        manufacture and deliver a replacement aircraft if manufacture would
        require the reactivation of the Manufacturer's production line for the
        model or series of aircraft that includes the Aircraft.

10.5    TERMINATION RIGHTS EXCLUSIVE

        In the event that this Agreement is terminated as provided for under the
        terms of Clauses 10.3 or 10.4, such termination will discharge all
        obligations and liabilities of the parties hereunder with respect to
        such affected Aircraft and undelivered material, services, data or
        other items applicable thereto and to be furnished hereunder and neither
        party will have any claim against the other for any loss resulting from
        such nondelivery. The Seller will in no circumstances have any liability
        whatsoever for Excusable Delay other than as set forth in this Clause
        10.

10.6    REMEDIES

        THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR
        DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE
        COVERED BY CLAUSE 11, AND THE BUYER HEREBY WAIVES


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


                                                                              29
<Page>

        ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF,
        INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO INCIDENTAL AND
        CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER WILL NOT BE
        ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS
        CLAUSE 10 TO THE EXTENT THE DELAY REFERRED TO IN THIS CLAUSE 10 IS
        CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.


                                                                              30
<Page>

11 -    INEXCUSABLE DELAY

11.1    LIQUIDATED DAMAGES

        Should an Aircraft not be Ready for Delivery to the Buyer within thirty
        (30) days after the last day of the Scheduled Delivery Month (as such
        month may be changed pursuant to Clauses 2, 7 or 10) (the "Delivery
        Period") and such delay is not as a result of an Excusable Delay or
        Total Loss, then such loss will be termed an "Inexcusable Delay." In the
        event of an Inexcusable Delay, the Buyer will have the right to claim,
        and the Seller will pay the Buyer liquidated damages of US $[****] (US
        dollars--[****]) for each day of delay in the Delivery, starting
        thirty-one (31) days after the last day of the Scheduled Delivery
        Month.

        The amount of liquidated damages will in no event exceed the total of US
        [****] (US dollars--[****]) in respect of any one Aircraft.

        The Buyer's right to liquidated damages in respect of an Aircraft is
        conditional on the Buyer's submitting a written claim for liquidated
        damages to the Seller by, as applicable, thirty (30) days after Delivery
        or thirty (30) days after a termination under Clause 11.3 below.

11.2    RENEGOTIATION

        If as a result of an Inexcusable Delay, Delivery does not occur within
        six (6) months after the Delivery Period, the Buyer will have the right
        exercisable by written notice to the Seller given between fifteen (15)
        days and one (1) month after the six (6) months to require from the
        Seller a renegotiation of the Scheduled Delivery Month for the affected
        Aircraft. Unless otherwise agreed between the Seller and the Buyer
        during such renegotiation, the said renegotiation will not prejudice the
        Buyer's right to receive liquidated damages in accordance with Clause
        11.1 during the period of Inexcusable Delay.

11.3    TERMINATION

        If as a result of an Inexcusable Delay, Delivery does not occur within
        twelve (12) months after the Delivery Period and the parties have not
        renegotiated the Delivery Date pursuant to Clause 11.2, then both
        parties will have the right exercisable by written notice to the other
        party, given between one (1) and two (2) months after the twelve (12)
        months to terminate this Agreement in respect of the affected Aircraft.
        In the event of termination, neither party will have any claim against
        the other, except that the Seller will pay to the Buyer any amounts due
        pursuant to Clause 11.1 and will repay the Buyer the Predelivery
        Payments and SCN


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


                                                                              31
<Page>

        [****]

11.4    [****]

11.5    SETOFF PAYMENTS

        Notwithstanding anything to the contrary contained herein, the Seller
        will have the right to apply any and all sums previously paid by the
        Buyer to the Seller with respect to a terminated Aircraft first to the
        payment of any other amounts owing from the Buyer to the Seller or any
        Affiliate thereof under any agreement between them.

11.6    REMEDIES

        THIS CLAUSE 11 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR
        DELAYS IN DELIVERY OR FAILURE TO DELIVER. OTHER THAN SUCH DELAYS AS ARE
        COVERED BY CLAUSE 10, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH
        IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING WITHOUT
        LIMITATION ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR
        SPECIFIC PERFORMANCE. THE BUYER WILL NOT BE ENTITLED TO CLAIM THE
        REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 11 WHERE THE
        DELAY REFERRED TO IN THIS CLAUSE 11 IS CAUSED BY THE NEGLIGENCE OR FAULT
        OF THE BUYER OR ITS REPRESENTATIVES.


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


                                                                              32
<Page>

12-     WARRANTIES AND SERVICE LIFE POLICY

        The Seller has negotiated and obtained the following Standard Warranty,
        Service Life Policy, Supplier Warranties and Interface Commitment from
        the Manufacturer with respect to the Aircraft, subject to the terms,
        conditions, limitations and restrictions (including, but not limited to,
        the Exclusivity of Warranties and General Limitations of Liability and
        Duplicate Remedies provisions) all as hereinafter set out. The Seller
        hereby assigns to the Buyer, and the Buyer hereby accepts, all of the
        rights and obligations of the Seller under the said Standard Warranty,
        Service Life Policy, Supplier Warranties and Interface Commitment, and
        the Seller subrogates to the Buyer all such rights and obligations in
        respect of the Aircraft. The Seller hereby warrants to the Buyer that it
        has all requisite authority to make the foregoing assignment and effect
        the foregoing subrogation to and in favor of the Buyer and that it will
        not enter into any amendment of the provisions so assigned without the
        prior written consent of the Buyer.

        It is understood that, in the provisions below between the words QUOTE
        and UNQUOTE, capitalized terms have the meanings assigned thereto in
        this Agreement, except that the term Seller refers to the Manufacturer
        and the term Buyer means the Seller.

QUOTE

12.1    STANDARD WARRANTY

12.1.1  NATURE OF WARRANTY

        Subject to the limitations and conditions as hereinafter provided, and
        except as provided in Clause 12.1.2. the Seller warrants to the Buyer
        that each Aircraft and each Warranted Part will at the time of delivery
        to the Buyer:

        (i)     be free from defects in material,

        (ii)    be free from defects in workmanship, including, without
                limitation, processes of manufacture,

        (iii)   be free from defects in design (including, without limitation,
                selection of materials) having regard to the state of the art at
                the date of such design, and

        (iv)    be free from defects arising from failure to conform to the
                Specification, except as to those portions of the Specification
                that are expressly stated in the Specification to be estimates
                or approximations or design aims.


                                                                              33
<Page>

        For the purposes of this Agreement, the term "Warranted Part" will mean
        any Seller proprietary component, equipment, accessory or part that at
        the time of delivery of an Aircraft (a) is installed on such Aircraft,
        (b) is manufactured to the detail design of the Seller or a
        subcontractor of it and (c) bears a part number of the Seller.

12.1.2  EXCEPTIONS

        The warranties set forth in Clause 12.1.1 will not apply to Buyer
        Furnished Equipment, nor to the Propulsion Systems, nor to any
        component, accessory, equipment or part purchased by the Buyer that is
        not a Warranted Part, provided, however, that:

        (i)     any defect in the Seller's workmanship in respect of the
                installation of such items in the Aircraft, including any
                failure by the Seller to conform to the installation
                instructions of the manufacturers of such items that invalidates
                any applicable warranty from such manufacturers, will constitute
                a defect in workmanship for the purpose of this Clause 12.1 and
                be covered by the warranty set forth in Clause 12.1.1(ii), and

        (ii)    any defect inherent in the Seller's design of the installation,
                in view of the state of the art at the date of such design, that
                impairs the use of such items will constitute a defect in design
                for the purposes of this Clause 12.1 and be covered by the
                warranty set forth in Clause 12.1.1(iii).

12.1.3  WARRANTY PERIODS

        The warranties described in Clauses 12.1.1 and 12.1.2 hereinabove will
        be limited to those defects that become apparent within thirty-six (36)
        months after delivery of the affected Aircraft.

12.1.4  BUYER'S REMEDY AND SELLER'S OBLIGATION

12.1.4.1 The Buyer's remedy and the Seller's obligation and liability under
         Clauses 12.1.1 and 12.1.2 hereinabove are limited to, at the Seller's
         expense and option, the repair, replacement or correction of, or the
         supply of modification kits, [****] to eliminate the defect to, any
         defective Warranted Part. Alternatively, the Seller may, at its option,
         furnish a credit to the Buyer for the future purchase of Material equal
         to the price at which the Buyer is then entitled to acquire a
         replacement for the defective Warranted Part. Nothing herein contained
         will obligate the Seller to correct any failure to conform to the
         Specification with


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


                                                                              34
<Page>

         respect to components, equipment, accessories or parts that the parties
         agree in writing at the time of delivery of the affected Aircraft are
         acceptable deviations or have no material adverse effect on the use,
         operation or performance of an Aircraft.

12.1.4.2 In the event a defect covered by Clause 12.1.1(iii) becomes apparent
         within the applicable period set forth in Clause 12.1.3 and the Seller
         is obligated to correct such defect, the Seller will also, if so
         requested by the Buyer in writing, make such correction in any Aircraft
         that has not already been delivered to the Buyer. However, the Seller
         will not be responsible nor deemed to be in default on account of any
         delay in delivery of any Aircraft or otherwise, in respect of
         performance of this Agreement, due to the Seller's undertaking to make
         such correction and, rather than accept a delay in delivery of any such
         Aircraft, the Buyer and the Seller may agree to deliver such Aircraft
         with subsequent correction of the defect by the Buyer at the Seller's
         expense, or the Buyer may elect to accept delivery and thereafter file
         a Warranty Claim as though the defect had become apparent immediately
         after delivery of such Aircraft.

12.1.5   WARRANTY CLAIM REQUIREMENTS

         The Buyer's remedy and the Seller's obligation and liability under this
         Clause 12.1, with respect to each claimed defect, are subject to the
         following conditions precedent:

         (i)      the existence of a defect covered by the provisions of this
                  Clause 12.1,

         (ii)     the defect's having become apparent within the applicable
                  warranty period, as set forth in Clause 12.1.3,

         (iii)    the Buyer's having submitted to the Seller proof reasonably
                  satisfactory to the Seller that the claimed defect is due to a
                  matter embraced within this Clause 12.1, and that such defect
                  did not result from any act or omission of the Buyer,
                  including, but not limited to, any failure to operate and
                  maintain the affected Aircraft or part thereof in accordance
                  with the standards or any matter set forth or covered in
                  Clause 12.1.10,

         (iv)     the Buyer's having returned as soon as reasonably practicable
                  the Warranted Part claimed to be defective to such repair
                  facilities as may be designated by the Seller, except where
                  the Buyer elects to repair a defective Warranted Part in
                  accordance with the provisions of Clause 12.1.7, and


                                                                              35
<Page>

         (v)      the Seller's having received a Warranty Claim fulfilling the
                  conditions of and in accordance with the provisions of Clause
                  12.1.6 below.

12.1.6   WARRANTY ADMINISTRATION

         The warranties set forth in Clause 12.1 will be administered as
         hereinafter provided:

         (i)      CLAIM DETERMINATION

                  Warranty Claim determination by the Seller will be reasonably
                  based on the claim details, reports from the Seller's regional
                  representative, historical data logs, inspections, tests,
                  findings during repair, defect analysis and other suitable
                  documents and information.

         (ii)     TRANSPORTATION COSTS

                  Transportation costs associated with the sending of a
                  defective Warranted Part to the facilities designated by the
                  Seller and for the return therefrom of a repaired or
                  replacement Warranted Part will be borne by the Seller,
                  provided, however, that the Buyer will use its best efforts to
                  minimize such costs, particularly by using its own airfreight
                  system for transportation at no charge to the Seller.

         (iii)    RETURN OF AN AIRCRAFT

                  In the event that the Buyer desires to return an Aircraft to
                  the Seller for consideration of a Warranty Claim, the Buyer
                  will notify the Seller of its intention to do so and the
                  Seller will, before such return, have the right to inspect
                  such Aircraft and thereafter, without prejudice to its rights
                  hereunder, to repair such Aircraft, at its sole option, either
                  at the Buyer's facilities or at another place acceptable to
                  the Seller. Return of any Aircraft by the Buyer to the Seller
                  and return of such Aircraft to the Buyer's facilities will be
                  at the Buyer's expense.

         (iv)     ON-AIRCRAFT WORK BY THE SELLER

                  A defect subject to this Clause 12.1 may justify the dispatch
                  by the Seller of a working team to repair or correct such
                  defect through the embodiment of one or more Seller's Service
                  Bulletins at the


                                                                              36
<Page>

                  Buyer's facilities, or the Seller may accept the return of an
                  Aircraft to perform or have performed such repair or
                  correction.

                  If, in the Seller's opinion, the work necessitates the
                  technical expertise of the Seller, then, if the Buyer
                  requests the Seller to perform the work, the Seller and the
                  Buyer will agree on a schedule and place for the work to be
                  performed.

                  If, in the Seller's opinion, the work does not necessitate the
                  technical expertise of the Seller, but the Buyer nevertheless
                  requests the Seller to perform the work, the Seller and the
                  Buyer will agree on a schedule and place for the work to be
                  performed, and all related expenses, including but not limited
                  to travel and living expenses, in excess of labor costs
                  defined in Clause 12.l.7(v)(a), incurred in performing such
                  repair or correction, will be borne by the Buyer.

         (v)      WARRANTY CLAIM SUBSTANTIATION

                  For each claim under this Clause 12.1, within sixty (60) days
                  after a defect becomes apparent, the Buyer will give written
                  notice to the Seller that contains at least the following data
                  with respect to a part or Aircraft, as applicable ("Warranty
                  Claim"):

                  (a)      description of defect and action taken, if any,

                  (b)      date of incident and/or of removal,

                  (c)      description of the defective part,

                  (d)      part number,

                  (e)      serial number (if applicable),

                  (f)      position on Aircraft, according to Catalog Sequence
                           Number (CSN) of the Illustrated Parts Catalog,
                           Component Maintenance Manual or Structural Repair
                           Manual (as such documents are defined in Clause 14
                           and Exhibit F hereto) as applicable,

                  (g)      total flying hours or calendar times, as applicable,
                           at the date of appearance of a defect,


                                                                              37
<Page>

                  (h)      time since last shop visit at the date of defect
                           appearance.

                  (i)      Manufacturer's serial number of the Aircraft and/or
                           its registration number,

                  (j)      Aircraft total flying hours and/or number of landings
                           at the date of defect appearance,

                  (k)      claim number,

                  (l)      date of claim, and

                  (m)      date of delivery of an Aircraft or part to the Buyer.

                  Claims are to be addressed as follows:

                  AIRBUS INDUSTRIE
                  CUSTOMER SERVICE DIVISION SG-C
                  WARRANTY ADMINISTRATION
                  1, ROND-POINT MAURICE BELLONTE
                  B.P. 33
                  F-31707 BLAGNAC
                  FRANCE

         (vi)     REPLACEMENTS

                  Replacements made pursuant to this Clause 12.1 will be made
                  within the lead time defined in the Seller's Spare Parts Price
                  List. Replaced components, equipment, accessories or parts
                  will become the Seller's property.

                  Title to and risk of loss of any Aircraft, component,
                  accessory, equipment or part returned by the Buyer to the
                  Seller will at all times remain with the Buyer, except that
                  (i) when the Seller has possession of a returned Aircraft,
                  component, accessory, equipment or part to which the Buyer has
                  title, the Seller will have such responsibility therefor as is
                  chargeable by law to a bailee for hire, but the Seller will
                  not be liable for loss of use, and (ii) title to and risk of
                  loss of a returned component, accessory, equipment or part
                  will pass to the Seller on shipment by the Seller to the Buyer
                  of any item furnished by the Seller to the Buyer as a
                  replacement therefor. Upon the Seller's shipment to the Buyer
                  of any replacement component, accessory, equipment or part
                  provided by the Seller pursuant to this Clause


                                                                              38
<Page>

                  12.1, title to and risk of loss of such component, accessory,
                  equipment or part will pass to the Buyer.

         (vii)    REJECTION

                  The Seller will provide reasonable written substantiation in
                  case of rejection of a claim. In such event the Buyer will pay
                  to the Seller reasonable inspection and test charges incurred
                  by the Seller in connection with the investigation and
                  processing of such claim. Transportation to the ASCO Spares
                  Center in Ashburn, VA, insurance, and any other costs
                  associated with the sending of any Warranted Part or any other
                  item, equipment, component or part for which the Buyer's
                  warranty claim is rejected by the Seller will be borne by the
                  Buyer.

         (viii)   INSPECTION

                  The Seller will have the right to inspect the affected
                  Aircraft and documents and other records relating thereto in
                  the event of any claim under this Clause 12.1.

12.1.7   IN-HOUSE WARRANTY

         (i)      AUTHORIZATION

                  The Buyer is hereby authorized to perform the repair of
                  Warranted Parts, subject to the terms of this Clause 12.1.7
                  ("In-house Warranty"). The Buyer will notify the Seller's
                  representative of its decision to perform any in-house repairs
                  before such repairs are commenced, unless it is not practical
                  to do so, in which case the Buyer will notify the Seller of
                  the in-house repair as soon as reasonably practicable.

         (ii)     CONDITIONS OF AUTHORIZATION

                  The Buyer will be entitled to the benefits under this Clause
                  12.1.7 for repair of Warranted Parts:

                  (a)      only if adequate facilities and qualified personnel
                           are available to the Buyer,

                  (b)      in accordance with the Seller's written instructions
                           set forth in documents such as the Aircraft
                           Maintenance Manual, Component Maintenance Manual
                           (Manufacturer), Component Maintenance Manual (Vendor)
                           and Structural Repair Manual, and


                                                                              39
<Page>

                 (c)     only to the extent specified by the Seller, or, in the
                         absence of such specification, to the extent reasonably
                         necessary to correct the defect, in accordance with the
                         standards set forth in Clause 12.1.10.

         (iii)    SELLER'S RIGHTS

                  The Seller will have the right to have any Warranted Part, or
                  any part removed therefrom, which is claimed to be defective,
                  returned to the Seller, as set forth in Clause 12.16(ii), if,
                  in the judgment of the Seller, the nature of the defect
                  requires technical investigation.

                  The Seller will further have the right to have a
                  representative present during the disassembly, inspection and
                  testing of any Warranted Part claimed to be defective.

         (iv)     IN-HOUSE WARRANTY CLAIM SUBSTANTIATION

                  Claims for In-house Warranty credit will be filed within the
                  time period set forth in and will contain the same information
                  required in Warranty Claims under Clause 12.1.6(v) and in
                  addition will include:

                  (a)      a report of technical findings with respect to the
                           defect,

                  (b)      for parts required to remedy the defect:

                           - part numbers,

                           - serial numbers (if applicable),

                           - description of the parts,

                           - quantity of parts,

                           - unit price of parts,

                           - total price of parts,

                           - related Seller's or third party's invoices (if
                             applicable),

                  (c)      detailed number of labor hours,


                                                                              40
<Page>

                  (d)      agreed In-house Warranty Labor Rate (defined below in
                           Clause 12.1.7(v)(a)), and

                  (e)      total claim value.

         (v)      CREDIT

                  The Buyers sole remedy, and the Seller's sole obligation and
                  liability, in respect of In-house Warranty claims, will be a
                  credit to the Buyer's account. The credit to the Buyer's
                  account will be equal to the direct labor cost expended in
                  performing a repair and to the direct cost of materials
                  incorporated in the repair. Such costs will be determined as
                  set forth below.

                  (a)      To determine direct labor costs, only manhours spent
                           on disassembly, inspection, repair, reassembly. and
                           final inspection and test (including flight tests if
                           flight tests prove necessary to complete a repair
                           under the In-house Warranty) of the Warranted Part
                           alone will be counted. Manhours required for
                           maintenance work concurrently being carried out on
                           the Aircraft or Warranted Part will not be included.
                           The manhours counted as set forth above will be
                           multiplied by an agreed labor rate representing the
                           Buyer's composite average hourly labor rate
                           (excluding all fringe benefits, premium time
                           allowances, social security charges, business taxes
                           and similar items) paid to the Buyer's employees
                           whose jobs are directly related to the performance of
                           the repair (the "In-house Warranty Labor Rate"). It
                           is agreed that for the purpose hereof the In-house
                           Warranty Labor Rate is US$ 45 (US
                           dollars--forty-five) at economic conditions
                           prevailing in January 1999.

                           Such In-house Warranty Labor Rate is subject to
                           adjustment annually by multiplying by the ratio
                           HEn/HEb. For the purposes of this Subclause 12.1.7(v)
                           only, HEn is equal to the Labor Index defined in
                           Exhibit G hereto for January of the year in which
                           manhours are spent and HEb is equal to such Labor
                           Index for January 1999.

                  (b)      Direct material costs are determined by the prices at
                           which the Buyer acquired such material, excluding any
                           parts and materials used for overhaul furnished free
                           of charge by the Seller.

         (vi)     LIMITATION ON CREDIT

                  The Buyer will in no event be credited for repair costs
                  (including labor and material) for any Warranted Part
                  exceeding sixty-five percent (65%) of the Seller's current
                  catalog price for a replacement of such defective Warranted
                  Part


                                                                              41
<Page>

                  or exceeding those costs which would have resulted if repairs
                  had been carried out at the Seller's facilities.

                  Such cost will be substantiated in writing by the Seller on
                  reasonable request by the Buyer.

         (vii)    SCRAPPED MATERIAL

                  The Buyer may, with the agreement of the Seller's Resident
                  Customer Support Representative, scrap any such defective
                  parts that are beyond economic repair and not required for
                  technical evaluation.

                  If the Buyer does not obtain the agreement of the Seller's
                  Resident Customer Support Representative to scrap a Warranted
                  Part defective beyond economic repair, then the Buyer will
                  retain such Warranted Part and any defective part removed from
                  a Warranted Part during repair for a period of either one
                  hundred and twenty (120) days after the date of completion of
                  repair or ninety (90) days after submission of a claim for
                  In-house Warranty credit relating thereto, whichever is
                  longer. Such parts will be returned to the Seller within
                  thirty (30) days of receipt of the Seller's request to that
                  effect.

                  Scrapped Warranted Parts will be evidenced by a record of
                  scrapped material certified by an authorized representative of
                  the Buyer, which will be kept in the Buyer's file for at least
                  the duration of the warranty periods set forth in this Clause
                  12.1.

         (viii)   LIMITATIONS ON LIABILITY OF SELLER

                  THE SELLER WILL NOT BE LIABLE FOR ANY RIGHT, CLAIM OR REMEDY,
                  AND THE BUYER WILL INDEMNIFY THE SELLER AGAINST THE CLAIMS OF
                  ANY THIRD PARTIES FOR ANY DEFECT, NONCONFORMANCE OR PROBLEM OF
                  ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF
                  WARRANTED PARTS UNDERTAKEN BY THE BUYER UNDER THIS SUBCLAUSE
                  12.1.7 OR ANY OTHER ACTIONS UNDERTAKEN BY THIS BUYER UNDER
                  THIS SUBCLAUSE 12.1.7, INCLUDING BUT NOT LIMITED TO (I)
                  LIABILITY IN CONTRACT OR TORT, (II) LIABILITY ARISING FROM THE
                  BUYER'S ACTUAL OR IMPUTED NEGLIGENCE, INTENTIONAL TORTS AND/OR
                  STRICT LIABILITY, AND/OR (III) LIABILITY TO ANY THIRD PARTIES.


                                                                              42
<Page>

12.1.8   STANDARD WARRANTY TRANSFERABILITY

         The warranties provided for in this Clause 12.1 for any Warranted Part
         will accrue to the benefit of any airline in revenue service other than
         the Buyer, if the Warranted Part enters into the possession of any such
         airline as a result of a pooling agreement between such airline and the
         Buyer, in accordance with the terms and subject to the limitations and
         exclusions of the foregoing warranties and to applicable laws or
         regulations.

12.1.9   WARRANTY FOR CORRECTED, REPLACEMENT OR REPAIRED WARRANTED PARTS

         Whenever any Warranted Part that contains a defect for which the Seller
         is liable under Clause 12.1 has been corrected, repaired or replaced
         pursuant to the terms of this Clause 12, the period of the Seller's
         warranty with respect to such corrected, repaired or replacement
         Warranted Part, whichever may be the case, will be the remaining
         portion of the original warranty in respect of such corrected, repaired
         or replacement Warranted Part. In the event that a defect is
         attributable to a defective repair or replacement by the Buyer, a
         Warranty Claim with respect to such defect will not be allowable,
         notwithstanding any subsequent correction or repairs, and will
         immediately terminate the remaining warranties under this Clause 12.1
         in respect of the affected Warranted Part.

12.1.10  GOOD AIRLINE OPERATION - NORMAL WEAR AND TEAR

         The Buyer's rights under this Clause 12.1 are subject to the Aircraft
         and each component, equipment, accessory and part thereof being
         maintained, overhauled, repaired and operated in accordance with good
         commercial airline practice, all technical documentation and any other
         instructions issued by the Seller, the Suppliers or the manufacturer of
         the Propulsion Systems and all applicable rules, regulations and
         directives of the relevant Aviation Authorities.

         The Seller's liability under this Clause 12.1 will not extend to normal
         wear and tear nor to

         (i)      any Aircraft or component, equipment, accessory or part
                  thereof that has been repaired, altered or modified after
                  delivery by any party in a manner other than that approved by
                  the Seller;

         (ii)     any Aircraft or component, equipment, accessory or part
                  thereof that has been knowingly operated in a damaged state;
                  or


                                                                              43
<Page>

         (iii)    any component, equipment, accessory or part from which the
                  trademark, trade name, part or serial number or other
                  identification marks have been intentionally removed.

         This waiver of the Seller's liability by the Buyer will not apply in
         the cases of Clause 12.1.10(i) and Clause 12.1.10(ii) above if the
         Buyer submits evidence satisfactory to the Seller that the defect did
         not arise from nor was contributed to by either of said cases.

12.2     SELLER SERVICE LIFE POLICY

         In addition to the warranties set forth in Clause 12.1 above, the
         Seller further agrees that should a Failure occur in any Item, then,
         subject to the general conditions and limitations set forth in Clause
         12.2.4 below, the provisions of this Clause 12.2 will apply.

12.2.1   DEFINITIONS

         For the purposes of this Clause 12.2, the following definitions will
         apply:

12.2.1.1 "Item" means any of the Seller components, equipment, accessories or
         parts listed in Exhibit C hereto which are installed on an Aircraft at
         any time during the period of effectiveness of the Service Life Policy
         as defined below in Clause 12.2.2.

12.2.1.2 "Failure" means any breakage of, or defect in, an Item that materially
         impairs the utility or safety of the Item, provided that any such
         breakage of, or defect in, any Item did not result from any breakage or
         defect in any other Aircraft part or component or from any other
         extrinsic force.

12.2.2   PERIODS AND SELLER'S UNDERTAKING

         Subject to the general conditions and limitations set forth in Clause
         12.2.4 below, the Seller agrees that if a Failure occurs in an Item
         within twelve (12) years after the delivery of the applicable said
         Aircraft to the Buyer, whichever will first occur, the Seller will, at
         its own discretion, as promptly as practicable and for a price that
         reflects the Seller's financial participation as hereinafter provided,
         either:

12.2.2.1 design and furnish to the Buyer a correction for such Item subject to a
         Failure and provide any parts required for such correction (including
         Seller designed standard parts but excluding industry standard parts),
         or,


                                                                              44
<Page>

12.2.2.2 replace such Item.

12.2.3   SELLER'S PARTICIPATION IN THE COST

         Any part or Item that the Seller is required to furnish to the Buyer
         under this Service Life Policy in connection with the correction or
         replacement of an Item will be furnished to the Buyer at the Seller's
         current sales price therefor, less the Seller's financial
         participation, which will be determined in accordance with the
         following formula:

                C (N - T)
                ---------
         P =       N

         where

         P:       financial participation of the Seller,

         C:       the Seller's then current sales price for the required Item
                  or required Seller designed parts,

         T:       total time in months since delivery of the particular Aircraft
                  in which the Item subject to a Failure was originally
                  installed,

         and,

         N:       one hundred and forty-four (144) months.

12.2.4   GENERAL CONDITIONS AND LIMITATIONS

12.2.4.1 Notwithstanding Clause 12.2.3, the undertakings given in this Clause
         12.2 will not be valid during the period applicable to an Item under
         Clause 12.1.

12.2.4.2 The Buyer's remedy and the Seller's obligation and liability under this
         Service Life Policy are subject to compliance by the Buyer with the
         following conditions precedent:

         (i)      The Buyer will maintain log books and other historical records
                  with respect to each Item adequate to enable determination as
                  to whether the alleged Failure is covered by this Service Life
                  Policy and, if so, to define the portion of the cost to be
                  borne by the Seller in accordance with Clause 12.2.3 above.

         (ii)     The Buyer will keep the Seller informed of any significant
                  incidents relating to an Aircraft, howsoever occurring or
                  recorded.


                                                                              45
<Page>

         (iii)    The conditions of Clause 12.1.10 will have been complied with.

         (iv)     The Buyer will carry out specific structural inspection
                  programs for monitoring purposes as may be established from
                  time to time by the Seller. Such programs will be, to the
                  extent possible, compatible with the Buyer's operational
                  requirements and will be carried out at the Buyer's expense.
                  Reports relating thereto will be regularly furnished to the
                  Seller.

         (v)      In the case of any breakage or defect, the Buyer will report
                  the same in writing to the Seller within ninety (90) days
                  after any breakage or defect in an Item becomes apparent,
                  whether or not said breakage or defect can reasonably be
                  expected to occur in any other Aircraft, and the Buyer will
                  inform the Seller in sufficient detail about the breakage or
                  defect to enable the Seller to determine whether said breakage
                  or defect is subject to this Service Life Policy.

12.2.4.3 Except as otherwise provided in this Clause 12.2, any claim under this
         Service Life Policy will be administered as provided in, and will be
         subject to the terms and conditions of, Clause 12.1.6.

12.2.4.4 In the event that the Seller has issued a modification applicable to an
         Aircraft, the purpose of which is to avoid a Failure, the Seller may
         elect to supply the necessary modification kit free of charge or under
         a pro rata formula established by the Seller. If such a kit is so
         offered to the Buyer, then, in respect of such Failure and any Failures
         that could ensue therefrom, the validity of the Seller's commitment
         under this Clause 12.2 will be subject to the Buyer's incorporating
         such modification in the relevant Aircraft, within a reasonable time,
         as promulgated by the Seller and in accordance with the Seller's
         instructions.

12.2.4.5 THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE GUARANTEE,
         NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO
         CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN
         AND MANUFACTURING ART. THE SELLER'S OBLIGATION UNDER THIS SUBCLAUSE
         12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR FURNISH
         REPLACEMENTS THEREFOR AS PROVIDED IN THIS SUBCLAUSE 12.2. THE BUYER'S
         SOLE REMEDY AND RELIEF FOR THE NONPERFORMANCE OF ANY OBLIGATION OR
         LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE
         POLICY WILL BE IN MONETARY DAMAGES, LIMITED TO THE AMOUNT THE BUYER
         REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY
         ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE
         POLICY AND TO WHICH SUCH


                                                                              46
<Page>

         NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE
         WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS SUBCLAUSE 12.2 IN RESPECT OF
         SUCH CORRECTED OR REPLACEMENT ITEM. WITHOUT LIMITING THE EXCLUSIVITY OF
         WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN
         SUBCLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL
         CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
         INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES,
         ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.

12.2.5   TRANSFERABILITY

         The Buyer's rights under this Clause 12.2 will not be assigned, sold,
         leased, transferred or otherwise alienated by operation of law or
         otherwise, without the Seller's prior written consent, not to be
         unreasonably withheld.

         Any unauthorized assignment, sale, lease, transfer or other alienation
         of the Buyer's rights under this Service Life Policy will, as to the
         particular Aircraft involved, immediately void this Service Life Policy
         in its entirety.

12.3     SUPPLIER WARRANTIES

12.3.1   SELLER'S SUPPORT

         Prior to delivery of the first Aircraft, the Seller will provide the
         Buyer with the warranties and service life policies that the Seller has
         obtained pursuant to the Supplier Product Support Agreements.

12.3.2   SUPPLIER'S DEFAULT

12.3.2.1 In the event that any Supplier under any standard warranty obtained by
         the Seller pursuant to Clause 12.3.1 hereof defaults in the performance
         of any material obligation under such warranty with respect to a
         Supplier Part, and the Buyer submits within a reasonable time to the
         Seller reasonable proof that such default has occurred, then Clause
         12.1 this Agreement will apply to the extent it would have applied had
         such Supplier Part been a Warranted Part except that, for obligations
         covered under Clause 12.1, the shorter of (i) the Supplier's warranty
         period indicated in the Supplier Product Support Agreements manual and
         (ii) the Seller's warranty period indicated in Clause 12.1.3 of this
         Agreement will apply.

12.3.2.2 In the event that any Supplier under any Supplier service life policy
         obtained by the Seller pursuant to Clause 12.3.1 hereof defaults in the
         performance of any material


                                                                              47
<Page>

         obligation with respect thereto, and the Buyer submits within
         reasonable time to the Seller reasonable proof that such default has
         occurred, then Clause 12.2 of this Agreement will apply to the extent
         the same would have applied had such component, equipment, accessory or
         part been listed in Exhibit C hereto.

12.3.2.3 At the Seller's request, the Buyer will assign to the Seller, and the
         Seller will be subrogated to, all of the Buyer's rights against the
         relevant Supplier, with respect to and arising by reason of such
         default and the Buyer will provide reasonable assistance to enable the
         Seller to enforce the rights so assigned.

12.4     INTERFACE COMMITMENT

12.4.1   INTERFACE PROBLEM

         If the Buyer experiences any technical problem in the operation of an
         Aircraft or its systems due to a malfunction, the cause of which, after
         due and reasonable investigation, is not readily identifiable by the
         Buyer, but which the Buyer reasonably believes to be attributable to
         the design characteristics of one or more components of the Aircraft
         (an "Interface Problem"), the Seller will, if requested by the Buyer,
         and without additional charge to the Buyer, except for transportation
         of the Seller's personnel to the Buyer's facilities, promptly conduct
         or have conducted an investigation and analysis of such problem to
         determine, if possible, the cause or causes of the problem and to
         recommend such corrective action as may be feasible, provided, however,
         that if the Seller determines, after such due and reasonable
         investigation, that the Interface Problem was due to or caused by any
         act or omission of the Buyer in performance of its obligations
         hereunder, the Buyer will pay to the Seller all reasonable costs and
         expenses incurred by the Seller during such investigation. The Buyer
         will furnish to the Seller all data and information in the Buyer's
         possession relevant to the Interface Problem and will cooperate with
         the Seller in the conduct of the Seller's investigations and such tests
         as may be required. At the conclusion of such investigation the Seller
         will promptly advise the Buyer in writing of the Seller's opinion as to
         the cause or causes of the Interface Problem and the Seller's
         recommendations as to corrective action.

12.4.2   SELLER'S RESPONSIBILITY

         If the Seller determines that the Interface Problem is primarily
         attributable to the design of a Warranted Part, the Seller will, if
         requested by the Buyer, correct the design of such Warranted Part,
         pursuant to the terms and conditions of Clause 12.1.


                                                                              48
<Page>

12.4.3   SUPPLIER'S RESPONSIBILITY

         If the Seller determines that the Interface Problem is primarily
         attributable to the design of any Supplier Part, the Seller will, if
         requested by the Buyer, reasonably assist the Buyer in processing any
         warranty claim the Buyer may have against the manufacturer of such
         Supplier Part.

12.4.4   JOINT RESPONSIBILITY

         If the Seller determines that the Interface Problem is attributable
         partially to the design of a Warranted Part and partially to the design
         of any Supplier Part, the Seller will, if requested by the Buyer, seek
         a solution to the Interface Problem through cooperative efforts of the
         Seller and any Supplier involved. The Seller will promptly advise the
         Buyer of any corrective action proposed by the Seller and any such
         Supplier. Such proposal will be consistent with any then existing
         obligations of the Seller hereunder and of any such Supplier to the
         Buyer. Such corrective action, unless reasonably rejected by the Buyer,
         will constitute full satisfaction of any claim the Buyer may have
         against either the Seller or any such Supplier with respect to such
         Interface Problem.

12.4.5   GENERAL

12.4.5.1 All requests under this Clause 12.4 will be directed both to the Seller
         and the affected Suppliers.

12.4.5.2 Except as specifically set forth in this Clause 12.4, this Clause 12.4
         will not be deemed to impose on the Seller any obligations not
         expressly set forth elsewhere in this Agreement.

12.4.5.3 All reports, recommendations, data and other documents furnished by the
         Seller to the Buyer pursuant to this Clause 12.4 will be deemed to be
         delivered under this Agreement and will be subject to the terms,
         covenants and conditions set forth in this Clause 12 and in Clause
         22.5.

12.5     EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY

         THIS CLAUSE 12 (INCLUDING ITS SUBPROVISIONS) SETS FORTH THE EXCLUSIVE
         WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE
         SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER
         UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR
         NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT,
         EQUIPMENT, ACCESSORY, PART OR SERVICE DELIVERED UNDER THIS AGREEMENT.


                                                                              49
<Page>

         THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS
         CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY
         DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND
         SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY WAIVES,
         RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES
         AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES
         OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY
         CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY
         NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT,
         COMPONENT, EQUIPMENT, ACCESSORY, PART OR SERVICE DELIVERED UNDER THIS
         AGREEMENT, INCLUDING BUT NOT LIMITED TO:

         (1)      ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY
                  GENERAL OR PARTICULAR PURPOSE;

         (2)      ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF
                  PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

         (3)      ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

         (4)      ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF
                  LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO,
                  ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE,
                  INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT
                  LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

         (5)      ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM
                  COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

         (6)      ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR
                  STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR
                  LOCAL STATUTE OR AGENCY;

         (7)      ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

                  (a)      LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT,
                           COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                           UNDER THIS AGREEMENT;


                                                                              50
<Page>

                  (b)      LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT,
                           COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                           UNDER THIS AGREEMENT;

                  (c)      LOSS OF PROFITS AND/OR REVENUES;

                  (d)      ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

         THE ABOVE LIMITATIONS WILL NOT BE INTERPRETED TO IMPAIR THE WARRANTIES
         GRANTED TO THE BUYER HEREUNDER.

         THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT WILL
         NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT
         SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF
         THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE
         UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12 WILL REMAIN IN FULL
         FORCE AND EFFECT.

12.6     DUPLICATE REMEDIES

         The remedies provided to the Buyer under this Clause 12 as to any
         defect in respect of the Aircraft or any part thereof are mutually
         exclusive and not cumulative. The Buyer will be entitled to the remedy
         that provides the maximum benefit to it, as the Buyer may elect,
         pursuant to the terms and conditions of this Clause 12 for any such
         particular defect for which remedies are provided under this Clause 12;
         provided, however, that the Buyer will not be entitled to elect a
         remedy under one part of this Clause 12 that constitutes a duplication
         of any remedy elected by it under any other part hereof for the same
         defect. The Buyer's rights and remedies herein for the nonperformance
         of any obligations or liabilities of the Seller arising under these
         warranties will be in monetary damages limited to the amount the Buyer
         expends in procuring a correction or replacement for any covered part
         subject to a defect or nonperformance covered by this Clause 12, and
         the Buyer will not have any right to require specific performance by
         the Seller.

UNQUOTE

         In consideration of the assignment and subrogation by the Seller under
         this Clause 12 in favor of the Buyer in respect of the Seller's rights
         against and obligations to the Manufacturer under the provisions quoted
         above, the Buyer hereby accepts such assignment and subrogation and
         agrees to be bound by all of the terms, conditions and limitations
         therein contained, specifically including, without limitation, the
         Exclusivity


                                                                              51
<Page>

         of Warranties and General Limitations of Liability provisions and
         Duplicate Remedies provisions.

         THIS CLAUSE 12 (INCLUDING ITS SUBPROVISIONS) SETS FORTH THE EXCLUSIVE
         WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE
         SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER
         UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR
         NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT,
         EQUIPMENT, ACCESSORY, PART OR SERVICE DELIVERED UNDER THIS AGREEMENT.

         THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS
         CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY
         DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND
         SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY WAIVES,
         RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES
         AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES
         OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY
         CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY
         NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT,
         COMPONENT, EQUIPMENT, ACCESSORY, PART OR SERVICE DELIVERED UNDER THIS
         AGREEMENT, INCLUDING BUT NOT LIMITED TO:

         (1)      ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY
                  GENERAL OR PARTICULAR PURPOSE;

         (2)      ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF
                  PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

         (3)      ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

         (4)      ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF
                  LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO,
                  ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE,
                  INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT
                  LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

         (5)      ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM
                  COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;


                                                                              52
<Page>

      (6)   ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR
            STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL
            STATUTE OR AGENCY;

      (7)   ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

            (a)   LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT,
                  EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;

            (b)   LOSS OF, DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT,
                  EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;

            (c)   LOSS OF PROFITS AND/OR REVENUES;

            (d)   ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

      THE ABOVE LIMITATIONS WILL NOT BE INTERPRETED TO IMPAIR THE WARRANTIES
      GRANTED TO THE BUYER HEREUNDER.

      THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT WILL NOT
      BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY
      THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS CLAUSE
      12 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE
      REMAINDER OF THIS CLAUSE 12 WILL REMAIN IN FULL FORCE AND EFFECT.

      The remedies provided to the Buyer under this Clause 12 as to any defect
      in respect of the Aircraft or any part thereof are mutually exclusive and
      not cumulative. The Buyer will be entitled to the remedy that provides the
      maximum benefit to it, as the Buyer may elect, pursuant to the terms and
      conditions of this Clause 12 for any such particular defect for which
      remedies are provided under this Clause 12; provided, however, that the
      Buyer will not be entitled to elect a remedy under one part of this Clause
      12 that constitutes a duplication of any remedy elected by it under any
      other part hereof for the same defect. The Buyer's rights and remedies
      herein for the nonperformance of any obligations or liabilities of the
      Seller arising under these warranties will be in monetary damages limited
      to the amount the Buyer expends in procuring a correction or replacement
      for any covered part subject to a defect or nonperformance covered by this
      Clause 12, and the Buyer will not have any right to require specific
      performance by the Seller.


New Air - A320 - AVSA                                                         53
<Page>

12.7        NEGOTIATED AGREEMENT

            The Buyer and Seller agree that this Clause 12 has been the subject
            of discussion and negotiation and is fully understood by the parties
            and that the price of the Aircraft and the other mutual agreements
            of the parties set forth in this Agreement were arrived at in
            consideration of, INTER ALIA, the provisions of this Clause 12,
            specifically including the Exclusivity of Warranties and General
            Limitations of Liability provisions and the Duplicate Remedies
            provisions set forth following Clause 12.6.


New Air - A320 - AVSA                                                         54
<Page>

13 -        PATENT AND COPYRIGHT INDEMNITY

            The Seller, in its capacity as "Buyer" under its arrangements with
            the Manufacturer, has negotiated and obtained the following
            indemnity against patent and copyright infringements from the
            Manufacturer with respect to the Aircraft, subject to the terms,
            conditions, limitations and restrictions (including, but not limited
            to, the waiver, release and renunciation provision) all as
            hereinafter set out. The Seller hereby assigns to the Buyer, and the
            Buyer hereby accepts, all of the rights and obligations of the
            Seller in its capacity as "Buyer" as aforesaid under the said Patent
            Indemnity and the Seller subrogates the Buyer into all such rights
            and obligations in respect of the Aircraft. The Seller hereby
            warrants to the Buyer that it has all requisite authority to make
            the foregoing assignment and effect the foregoing subrogation to and
            in favor of the Buyer and that it will not enter into any amendment
            of the provisions so assigned without the prior written consent of
            the Buyer. Capitalized terms utilized in the following provisions
            have the meanings assigned thereto in this Agreement, except that
            the term "Seller" refers to the Manufacturer and the term "Buyer"
            refers to the Seller.

QUOTE

13.1        INDEMNITY

13.1.1      Subject to the provisions of Clause 13.2.3, the Seller will
            indemnify the Buyer from and against any damages, costs and expenses
            including legal costs (excluding damages, costs, expenses, loss of
            profits and other liabilities in respect of or resulting from loss
            of use of the Aircraft) resulting from any infringement or claim of
            infringement by the Airframe or any part or software installed
            therein at Delivery of

            (i)   any British, French, German, Spanish or U.S. patent; and

            (ii)  any patent issued under the laws of any other country in which
                  the Buyer may lawfully operate the Aircraft, provided that
                  from the time of design of such Airframe or any part or
                  software installed therein at Delivery and until infringement
                  claims are resolved, the country of the patent and the flag
                  country of the Aircraft are both parties to:

                  (1)   the Chicago Convention on International Civil Aviation
                        of December 7, 1944 and are each fully entitled to all
                        benefits of Article 27 thereof, or,

                  (2)   the International Convention for the Protection of
                        Industrial Property of March 20, 1883 (the "Paris
                        Convention"); and


New Air - A320 - AVSA                                                         55

<Page>

         (iii)    in respect of computer software installed on the Aircraft, any
                  copyright, provided that the Seller's obligation to indemnify
                  will be limited to infringements in countries which, at the
                  time of infringement, are members of The Berne Union and
                  recognize computer software as a "work" under the Berne
                  Convention.

13.1.2   Clause 13.1.1 will not apply to

         (i)      Buyer Furnished Equipment;

         (ii)     the Propulsion Systems;

         (iii)    parts supplied pursuant to a Supplier Product Support
                  Agreement; or

         (iv)     software not created by the Seller.

13.1.3   In the event that the Buyer, due to circumstances contemplated in
         Clause 13.1.1 is prevented from using the Aircraft (whether by a valid
         judgment of a court of competent jurisdiction or by a settlement
         arrived at among the claimant, the Seller and the Buyer), the Seller
         will at its expense either

         (i)      procure for the Buyer the right to use the affected Airframe,
                  part or software free of charge; or

         (ii)     replace the infringing part or software as soon as possible
                  with a noninfringing substitute.

13.2     ADMINISTRATION OF PATENT AND COPYRIGHT INDEMNITY CLAIMS

13.2.1   If the Buyer receives a written claim or a suit is threatened or begun
         against the Buyer for infringement of a patent or copyright referred to
         in Clause 13.1, the Buyer will

         (i)      forthwith notify the Seller, giving particulars thereof;

         (ii)     furnish to the Seller all data, papers and records within the
                  Buyer's control or possession relating to such patent or
                  claim;

         (iii)    refrain from admitting any liability or making any payment, or
                  assuming any expenses, damages, costs or royalties, or
                  otherwise acting in a manner prejudicial to the defense or
                  denial of the suit or claim, it being agreed that nothing in
                  this Clause 13.2.1(iii) will prevent the Buyer from paying the
                  sums that may be required to obtain the release of the
                  Aircraft, provided that


                                                                              56
<Page>


                        payment is accompanied by a denial of liability and is
                        made without prejudice;

                  (iv)  fully cooperate with, and render all assistance to, the
                        Seller as may be pertinent to the defense or denial of
                        the suit or claim;

                  (v)   act to mitigate damages and/or to reduce the amount of
                        royalties that may be payable, and act to minimize costs
                        and expenses.

13.2.2      The Seller will be entitled either in its own name or on behalf of
            the Buyer to conduct negotiations with the party or parties alleging
            infringement and may assume and conduct the defense or settlement of
            any suit or claim in the manner that, in the Seller's opinion, it
            deems proper.

13.2.3      The Seller's liability hereunder will be conditional on the strict
            and timely compliance by the Buyer with the terms of this Clause and
            is in lieu of any other liability to the Buyer, whether express or
            implied, which the Seller might incur at law as a result of any
            infringement or claim of infringement of any patent or copyright.

UNQUOTE

            In consideration of the assignment and subrogation by the Seller
            under this Clause 13 in favor of the Buyer in respect of the
            Seller's rights against and obligations to the Manufacturer under
            the provisions quoted above, the Buyer hereby accepts such
            assignment and subrogation and agrees to be bound by all of the
            terms, conditions and limitations therein contained (specifically
            including, without limitation, the waiver, release and renunciation
            provision).

            THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND
            LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN
            SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND
            RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES
            AND LIABILITIES ON THE PART OF THE SELLER AND RIGHTS, CLAIMS AND
            REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED,
            ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY
            OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH
            RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH
            RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT OR THE LIKE BY
            ANY AIRFRAME, PART OR SOFTWARE INSTALLED THEREIN AT DELIVERY, OR THE
            USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT


New Air - A320 - AVSA                                                         57

<Page>

         THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD
         UNLAWFUL OR OTHERWISE INEFFECTIVE. THE REMAINDER OF THIS CLAUSE WILL
         REMAIN IN FULL FORCE AND EFFECT. THIS INDEMNITY AGAINST PATENT AND
         COPYRIGHT INFRINGEMENTS WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT
         BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER.


                                                                              58
<Page>

14 -     TECHNICAL DATA AND DOCUMENTATION

14.1     GENERAL

         This Clause covers the terms and conditions for the supply of Technical
         Data and Documentation. The Technical Data and Documentation will be
         supplied in the English language using aeronautical terminology in
         common use.

14.2     SCOPE

         Range, form, type, format, ATA/non-ATA compliance, revision and
         quantity of the Technical Data and Documentation are covered in Exhibit
         F hereto.

14.3     DELIVERY

         The Technical Data and Documentation and corresponding revisions to be
         supplied by the Seller will be sent to one address only as advised by
         the Buyer.

         Technical Data and Documentation and their revisions will be packed and
         shipped by the quickest transportation methods. Shipment will be Free
         Carrier (FCA) Toulouse, France and/or Free Carrier (FCA) Hamburg,
         Germany.

         The delivery schedule of the Technical Data and Documentation will be
         phased as mutually agreed to correspond with Aircraft deliveries. The
         Buyer agrees to provide forty (40) days' notice when requesting a
         change to the delivery schedule.

         The Buyer will coordinate and satisfy local Aviation Authorities needs
         for the Technical Data and Documentation.

14.4.    REVISION SERVICE

14.4.1   GENERAL

         Unless otherwise specifically stated, revision service will be offered
         free of charge for three (3) years after delivery of the last Aircraft.
         Mandatory changes will be incorporated into the Technical Data and
         Documentation [****].

14.4.2   SERVICE BULLETINS (SB)

         Service Bulletin information will be incorporated into the Technical
         Data and Documentation after the Buyer's notice to the Seller that the
         Buyer intends to


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


                                                                              59
<Page>

         embody a Service Bulletin. The pre- and post--Technical Data and
         Documentation for the corresponding Service Bulletin will remain in the
         Technical Data and Documentation until the Buyer notifies the Seller
         that it has embodied the Service Bulletin on all the Aircraft. This
         Clause only applies to the following Technical Data and Documentation:

         -Aircraft Maintenance Manual
         -Illustrated Parts Catalog
         -Trouble Shooting Manual
         -Wiring Manual (Schematics, Wirings, Lists)

14.4.3   CUSTOMER ORIGINATED CHANGES

14.4.3.1 Customer Originated Changes (COC) data may be incorporated into the
         following customized Technical Data and Documentation:

         -Aircraft Maintenance Manual
         -Illustrated Parts Catalog
         -Trouble Shooting Manual
         -Wiring Manual (Schematics, Wirings, Lists)

         COC data will be established by the Buyer according to the "Guidelines
         for Customer Originated Changes" issued by the Seller.

         The COC data will be labeled "COC" to show that they are Buyer
         originated. The Seller will endeavor to incorporate COC data into the
         customized Technical Data and Documentation within two (2) revisions
         following the receipt of complete and accurate data for processing.

         COC data will be incorporated by the Seller in all affected customized
         Technical Data and Documentation, unless the Buyer specifies in writing
         into which Technical Data and Documentation the COC data will be
         incorporated. The customized Technical Data and Documentation into
         which the COC data are incorporated will only show the Aircraft
         configuration that reflects the COC data and not the configuration
         before incorporation of the COC data.

14.4.3.2 The Buyer will ensure that any such data have received prior agreement
         from its local Aviation Authorities.

14.4.3.3 The Buyer hereby acknowledges and accepts that the incorporation of any
         COC into the Technical Data and Documentation issued by the Seller will
         be entirely at the Buyer's risk. Accordingly, the Seller will be under
         no liability whatsoever in


                                                                              60
<Page>

         respect of either the contents of any COC, including any omissions or
         inaccuracies therein, or the effect that the incorporation of such COC
         may have on the Technical Data and Documentation.

         The Seller will not be required to check any COC data submitted for
         incorporation as aforesaid.

         Further, the Buyer acknowledges full liability for the effects,
         including all related costs, that any COC may have on all subsequent
         Service Bulletins and modifications.

14.4.3.4 In the event that the Seller is required under any judgment or
         settlement to indemnify any third party for injury, loss or damage
         incurred directly or indirectly as a result of incorporation of any
         COC into the Technical Data and Documentation issued by the Seller, the
         Buyer agrees to reimburse the Seller for all payments or settlements
         made in respect of such injury, loss or damage including any expenses
         (including reasonable legal fees) incurred by the Seller in defending
         such claims.

         The Seller's liability will in no event be affected by any
         communication, whether written or oral, that the Seller may make to the
         Buyer with respect to such documentation.

14.4.3.5 The Seller's costs with respect to the incorporation of any COC will be
         invoiced to the Buyer under conditions specified in ASCO's Customer
         Services Catalog in effect at the time of the Buyer's request for
         incorporation.

14.5     SUPPLIER EQUIPMENT

         Information relating to Supplier equipment that is installed on the
         Aircraft by the Seller will be included free of charge in the basic
         issue of the Technical Data and Documentation to the extent necessary
         for the understanding of the systems concerned.

         The Buyer will supply to the Seller the data related to Buyer Furnished
         Equipment and to any other equipment not covered in the Seller's
         Standard Furnished Equipment definition at least six (6) months before
         the scheduled delivery of the customized Technical Data and
         Documentation. The Buyer will supply these data in English.


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         The Seller will introduce into the basic issue of the Technical Data
         and Documentation the data related to Buyer Furnished Equipment. Costs
         for shipping these data will be the Buyer's responsibility.

14.6     AIRCRAFT IDENTIFICATION TECHNICAL DATA AND DOCUMENTATION

         For the customized Technical Data and Documentation the Buyer agrees to
         the allocation of Fleet Serial Numbers (FSNs) in the form of a block of
         numbers selected in the range from 001 to 999.

         The sequence will be interrupted only if two (2) different Propulsion
         Systems or different Aircraft models are selected.

         The Buyer will indicate to the Seller the FSN allocated to the Aircraft
         Manufacturer's Serial Number (MSN) within forty-five (45) days after
         execution of this Agreement. The allocation of FSNs to MSNs will not
         constitute any proprietary, insurable or other interest of the Buyer in
         any Aircraft before delivery of and payment for Aircraft as provided in
         this Agreement.

         The affected customized Technical Data and Documentation are:

         - Aircraft Maintenance Manual
         - Illustrated Parts Catalog
         - Trouble Shooting Manual
         - Wiring Manual (Schematics, Wirings, Lists)

14.7     PERFORMANCE ENGINEER'S PROGRAMS

         Complementary to the standard Operational Manuals, covered in Exhibit F
         hereto, the Seller will provide to the Buyer Performance Engineer's
         Programs (PEPs) under license conditions defined in Exhibit F hereto.

14.8     CD-ROM

         Certain Technical Data and Documentation are provided on CD-ROM under
         license conditions defined in Exhibit F hereto.

         The affected Technical Data and Documentation are the following:

         - Trouble Shooting Manual
         - Aircraft Maintenance Manual
         - Illustrated Parts Catalog


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         From time to time, the Seller may extend this list to include other
         Technical Data and Documentation and related license conditions
         specified by the Seller.

14.9     WARRANTIES

         The Seller warrants that the Technical Data and Documentation are
         prepared in accordance with the state of the art at the date of their
         conception. Should any of the Technical Data and Documentation prepared
         by the Seller contain error or omission, the sole and exclusive
         liability of the Seller will be to take all reasonable and proper steps
         to, at its option, correct or replace any such Technical Data and
         Documentation. Notwithstanding the above, no warranties of any kind are
         given for the Customer Originated Changes addressed in Clause 14.4.3.
         The provisions of Clauses 12.5, 12.6 and 12.7 will apply to all
         Technical Data and Documentation.

14.10    PROPRIETARY RIGHTS

14.10.1  All proprietary rights, including but not limited to patent, design
         and copyrights, relating to Technical Data and Documentation will
         remain with the Seller. All such Technical Data and Documentation are
         supplied to the Buyer for the sole use of the Buyer, who undertakes not
         to divulge the contents thereof to any third party save as permitted
         therein or otherwise pursuant to any governmental or legal requirement
         imposed on the Buyer.

         These proprietary rights will also apply to any translation into a
         language or languages or media that may have been performed or caused
         to be performed by the Buyer.

14.10.2  Whenever this Agreement provides for manufacturing by the Buyer, the
         consent given by the Seller will not be construed as express or
         implicit approval of the manufactured products. The supply of the
         Technical Data and Documentation will not be construed as any further
         right for the Buyer to design or manufacture any Aircraft or part
         thereof or spare part.

14.10.3  If the Seller authorizes the disclosure of any of the Technical Data
         and Documentation to third parties, either under this Agreement or by
         an express prior written authorization, the Buyer will undertake that
         such third party agree to be bound by the same conditions and
         restrictions as the Buyer with respect to the Technical Data and
         Documentation.


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15 -     FIELD ASSISTANCE

15.1     SELLER'S SERVICE

        The Seller will provide or cause to be provided at no charge to the
        Buyer the services described in this Clause 15, at the Buyer's main base
        or at other locations to be mutually agreed.

15.1.1   The Seller will provide a Resident Customer Support Representative
         starting at or about delivery of the first Aircraft and continuing for
         as long as at least five (5) Aircraft are in operation in the Buyer's
         fleet.

15.1.2   The Seller will also provide free of charge the services of a team of
         Customer Support Representatives acting in an advisory capacity at the
         Buyer's main base starting at or about delivery of the first Aircraft
         for a total of [****] man-months. The actual number of Customer
         Support Representatives assigned to the Buyer at any one time will be
         mutually agreed, but will not exceed three (3) persons.

15.1.3   The Seller has set up a global technical services network available for
         the nonexclusive use of operators of aircraft manufactured by the
         Manufacturer. The Buyer will have free access to this global network at
         any time in the course of its operation of the Aircraft. In
         particular, the Buyer will have access to the regional Customer Support
         Representatives closest to the Buyer's main base after the end of the
         period referred to above in Clause 15.1.1, or to cover for the
         temporary absence of the Customer Support Representative(s). A list of
         the contacts for the global technical services network, including the
         regional Customer Support Representatives, will be provided to the
         Buyer.

15.2     CUSTOMER SUPPORT DIRECTOR

         The Seller will provide the services of one (1) Customer Support
         Director based in Herndon, Virginia, to liaise between the Manufacturer
         and the Buyer on product support matters after signature of this
         Agreement for as long as the Buyer operates at least one (1) Aircraft.

15.3     BUYER'S SERVICE

15.3.1   For as long as the Customer Support Representative(s) specified in
         Clause 15.1.1 above remain(s) with the Buyer, the Buyer will furnish
         without charge secretarial assistance, suitable office space, office
         equipment and facilities in or conveniently near the Buyer's
         maintenance facilities. The Buyer will provide


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


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        [****]

15.3.2  In accordance with the Buyer's regulations, the Buyer will provide at no
        charge to the Seller

         (i)      airline tickets in business class confirmed and guaranteed
                  between the locations mentioned above in Subclause 15.1 and
                  the international airport nearest Toulouse, France, that is on
                  the Buyer's network for the Customer Support Representative(s)
                  mentioned in Subclause 15.1.1; and

         (ii)     when said Customer Support Representative(s) are assigned away
                  from the locations mentioned above in Subclause 15.1 at the
                  Buyer's request, transportation between the said locations and
                  the place of assignment.

15.3.3   The parties will give each other all necessary reasonable assistance
         with general administrative functions specific to their respective
         countries and procurement of the documents necessary to live and work
         there.

15.4     REPRESENTATIVES' STATUS

         In providing the above technical service, the Seller's employees,
         including Customer Support Representative(s) and the Customer Support
         Director, are deemed to be acting in an advisory capacity only and at
         no time will they be deemed to be acting, either directly or
         indirectly, as the Buyer's employees or agents.

15.5     TEMPORARY ASSIGNMENT OF CUSTOMER SUPPORT REPRESENTATIVE

         The Buyer agrees that the Seller will have the right to transfer or
         recall any Customer Support Representative(s) on a temporary or
         permanent basis. The Buyer will receive credit for the man-days during
         which any Customer Support Representative is absent from the Buyer's
         facility pursuant to this Clause 15.5.


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


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16 -     TRAINING AND TRAINING AIDS

16.1.    GENERAL

         This Clause covers the terms and conditions for the supply of training
         and training aids for the Buyer's personnel to support the Aircraft
         operation.

16.2.    SCOPE

16.2.1   The range and quantities of training and training aids to be provided
         free of charge under this Agreement are covered in Appendix A to this
         Clause 16. The Seller will arrange availability of such training and
         training aids in relation to the delivery of the Aircraft.

16.2.2   The contractual training courses, defined in Appendix A to this Clause
         16, will be provided up to one (1) year after delivery of the last
         Aircraft.

16.2.3   In the event that the Buyer should use none or only part of the
         training or training aids to be provided pursuant to this Clause, no
         compensation will be provided, but a credit may be mutually agreed.

16.3.    TRAINING ORGANIZATION / LOCATION

16.3.1   The Seller will provide the training at the Airbus Training Center in
         Miami, Florida, or one of its affiliated training centers.

16.3.2   In the event of the nonavailability of facilities or scheduling
         imperatives making training by the Seller impractical, the Seller will
         make arrangements for the provision to the Buyer of such training
         support elsewhere.

16.3.3   Upon the Buyer's request the Seller may also provide certain training
         at one of the Buyer's bases, if and when practicable for the Seller,
         under terms and conditions to be mutually agreed upon. In this event,
         all additional charges listed in Clause 16.6.2 will be borne by the
         Buyer.

16.4     TRAINING COURSES

16.4.1   Training courses, as well as the minimum and maximum numbers of
         trainees per course provided for the Buyer's personnel, are defined in
         the Seller's applicable Training Course Catalog and will be scheduled
         as mutually agreed upon during a training conference (the "Training
         Conference") to be held at least twelve (12) months prior to delivery
         of the first Aircraft.


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16.4.2   The following terms will apply when training is performed by the
         Seller:

         (i)      Training courses will be the Seller's standard courses as
                  described in the Seller's current Training Course Catalog. The
                  Seller will be responsible for all training course syllabi,
                  training aids and training equipment necessary for the
                  organization of the training courses.

         (ii)     The training curricula and the training equipment may not be
                  fully customized. However, academic curricula may be modified
                  to include the most significant aspects of the Specification
                  (to the exclusion of Buyer Furnished Equipment) as known at
                  the latest six (6) months prior to the date of the first
                  training course planned for the Buyer. The equipment used for
                  training of flight and maintenance personnel will not be fully
                  customized; however, this equipment will be configured in
                  order to obtain the relevant Aviation Authority's approval and
                  to support the Seller's teaching programs. Training data and
                  documentation will not be revised.

         (iii)    Training data and documentation necessary for training
                  detailed in Appendix A to this Clause 16 will be
                  free-of-charge. Training data and documentation will be marked
                  "FOR TRAINING ONLY" and as such will be supplied for the sole
                  and express purpose of training.

         (iv)     Upon the request of the Buyer, the Seller will collect and
                  pack for consolidated shipment to the Buyer's facility, all
                  training data and documentation of the Buyer's trainees
                  attending training at the Airbus Training Center in Miami,
                  Florida, at no charge to the Buyer, with shipment by Free
                  Carrier (FCA) Miami International Airport. It is understood
                  that title to and risk of loss of said shipment will pass to
                  the Buyer upon delivery.

16.4.3   In the event the Buyer decides to cancel or reschedule a training
         course, a minimum advance notice of sixty (60) calendar days will be
         required. Any later cancellation or change, when courses cannot be
         allocated to other customers, will be deducted from the training
         allowances defined herein or will be charged to the Buyer, as
         applicable.

16.4.4   In fulfillment of its obligation to provide training courses, when the
         Seller performs the training courses, the Seller will deliver to the
         trainees a certificate of completion at the end of any such training
         course. The Seller's certificate does not represent authority or
         qualification by any official Aviation Authorities but may be presented
         to such officials in order to obtain relevant formal qualification.


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         In the event that training is provided by a training provider selected
         by the Seller, the Seller will cause such training provider to deliver
         a certificate of completion at the end of any such training course.
         Such certificate will not represent authority or qualification by any
         official Aviation Authorities but may be presented to such officials in
         order to obtain relevant formal qualification.

16.5     PREREQUISITES

16.5.1   Training will be conducted in English and all training aids and
         materials are written in English using common aeronautical terminology.
         Trainees must have the prerequisite jet transport category experience
         as defined in Appendix B to this Clause 16.

         It is clearly understood that the Seller's training courses are
         "Transition Training Courses" and not "Ab Initio Training Courses."

         Furthermore, the Buyer will be responsible for the selection of the
         trainees and for any liability with respect to the entry knowledge
         level of the trainees.

16.5.2   The Buyer will provide the Seller with an attendance list of the
         trainees for each course with the validated qualification of each
         trainee. The Seller reserves the right to check the trainees'
         proficiency and previous professional experience. The Seller will in no
         case warrant or otherwise be held liable for any trainee's performance
         as a result of any training services provided.

16.5.3   Upon the Buyer's request, the Seller may be consulted to direct the
         above mentioned trainee(s) through a relevant entry level training
         program, which will be at the Buyer's charge, and, if necessary, to
         coordinate with competent outside organizations for this purpose. Such
         consultation will be held during the Training Conference.

         In the event the Seller should determine that a trainee lacks the
         required entry level, such trainee will, following consultation with
         the Buyer, be withdrawn from the program and will then be considered to
         be at the Buyer's disposal.


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16.6.    LOGISTICS

16.6.1   TRAINEES

16.6.1.1 When training is done at the Airbus Training Center in Blagnac, France,
         the Seller will provide free local transportation by bus for the
         Buyer's trainees to and from designated pick up points and the training
         center.

16.6.1.2 When training is done at the Airbus Training Center in Miami, Florida,
         the Seller will provide a free-of-charge rental car for all of the
         Buyer's trainees at the beginning of the training course on the basis
         of one rental car per four trainees and one rental car per each flight
         crew.

         The Seller will provide rental cars with unlimited mileage, and the
         Buyer will pay for gas, and fines, if any. However, the Buyer will
         indemnify and hold the Seller harmless from and against all
         liabilities, claims, damages, costs and expenses for any injury to or
         death of any of the Buyer's trainees occasioned during the course of
         such transportation.

16.6.1.3 Living expenses for the Buyer's trainees are to be borne by the Buyer.

16.6.2   TRAINING AT EXTERNAL LOCATION

16.6.2.1 SELLER'S INSTRUCTORS

         In the event that training is provided by the Seller's instructors at
         any location other than the Seller's training centers, the Buyer will
         reimburse the Seller for all the expenses, defined below in Clauses
         16.6.2.2, 16.6.2.3, 16.6.2.4 and 16.6.2.5 related to the assignment of
         such instructors and their performance of the duties as aforesaid.

16.6.2.2 LIVING EXPENSES

         Such expenses, covering the entire period from day of secondment to day
         of return to the Seller's base, will include but will not be limited to
         lodging, food and local transportation to and from the place of lodging
         and the training course location. The Buyer will reimburse the Seller
         for such expenses on the basis of a per diem rate corresponding to the
         current per diem rate used by the Seller for its personnel.


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16.6.2.3 AIR TRAVEL

         The Buyer will reimburse the Seller for the costs of the Seller's
         instructors in confirmed business class or in confirmed coach class,
         where business class is not available, to and from the Buyer's
         designated training site and the Seller's training center.

16.6.2.4 INSTRUCTOR'S MATERIAL

         The Buyer will reimburse the Seller for the cost of shipping the
         instructor's material needed to conduct such courses.

16.6.2.5 TRANSPORTATION SERVICES

         The Buyer will be solely liable for any and all delay in the
         performance of the training outside of the Seller's training centers
         associated with the transportation services described above and will
         indemnify and hold the Seller harmless from such delay and any
         consequences arising therefrom.

16.6.2.6 TRAINING EQUIPMENT AVAILABILITY

         Training equipment necessary for course performance at any course
         location other than the Seller's training centers or the facilities of
         the training provider selected by the Seller will be provided by the
         Buyer in accordance with the Seller's specifications.

16.7     FLIGHT OPERATIONS TRAINING

16.7.1   FLIGHT CREW TRAINING COURSE

16.7.1.1 The Seller will perform a flight crew training course program (regular
         transition program or a cross-crew qualification program as applicable)
         for the Buyer's flight crews, each of which will consist of one captain
         (1) and one (1) first officer, as defined in Appendix A to this Clause
         16. The training manual used will be the Seller's Flight Crew Operating
         Manual.

16.7.1.2 The Buyer will use its delivered Aircraft for any required Aircraft
         in-flight training. This training will not exceed one (1) session of
         one and a half (1.5) hours per pilot. When Aircraft in-flight crew
         training is performed in Blagnac, France, the Seller will provide
         free-of-charge line maintenance, including servicing, preflight checks


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         and changing of minor components, subject to conditions agreed in the
         present Agreement.

16.7.1.3 The Buyer will provide mutually agreed spare parts as required to
         support said Aircraft in-flight training and will provide insurance in
         line with Clause 16.12.

16.7.1.4 In all cases, the Buyer will bear all expenses such as fuel, oil and
         landing fees.

16.7.2.  FLIGHT CREW LINE INITIAL OPERATING EXPERIENCE

16.7.2.1 In order to assist the Buyer with initial operating experience after
         delivery of the first Aircraft, the Seller will provide to the Buyer
         pilot instructor(s) as defined in Appendix A to this Clause 16.

16.7.2.2 The Buyer will reimburse the expenses for each such instructor in
         accordance with Clause 16.6.2. Additional pilot instructors can be
         provided at the Buyer's expense and upon conditions to be mutually
         agreed upon.

16.7.3   CABIN ATTENDANTS' FAMILIARIZATION COURSE

         The Seller will provide cabin attendants' course(s) to the Buyer's
         cabin attendants, as defined in Appendix A to this Clause 16.

         The cabin attendants' course, when incorporating the features of the
         Aircraft, can be given at the earliest two (2) weeks before the
         delivery date of the first Aircraft.

16.7.4.  PERFORMANCE / OPERATIONS COURSE

         The Seller will provide performance/operations training for the Buyer's
         personnel as defined in Appendix A to this Clause 16.

         The available courses are listed in the Seller's applicable Training
         Course Catalog.

16.8     MAINTENANCE TRAINING

16.8.1   The Seller will provide maintenance training for the Buyer's ground
         personnel as defined in Appendix A to this Clause 16.

         The available courses are listed in the Seller's applicable Training
         Course Catalog.


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16.8.2   ON-THE-JOB TRAINING

         Upon the Buyer's request, the Seller may be consulted to identify
         competent outside organizations to provide on-the-job training, which
         will be at the Buyer's charge.

16.8.3   LINE MAINTENANCE INITIAL OPERATING EXPERIENCE TRAINING

         In order to assist the Buyer during the entry into service of the
         Aircraft, the Seller will provide to the Buyer maintenance
         instructor(s) at the Buyer's base as defined in Appendix A to this
         Clause 16.

16.8.3.1 This line maintenance initial operating experience training will cover
         training in handling and servicing of Aircraft, flight crew /
         maintenance coordination, use of documentation, CAATS, ADRES, and/or
         any other activities which may be deemed necessary after delivery of
         the first Aircraft.

16.8.3.2 The Buyer will reimburse the expenses for said instructor(s) in
         accordance with Clause 16.6.2. Additional maintenance instructors can
         be provided at the Buyer's expense.

16.9     SUPPLIER AND ENGINE MANUFACTURER TRAINING

         A copy of the Supplier Training Catalogue, listing the suppliers that
         provide training, will be supplied to the Buyer on request.

16.10    TRAINING AIDS AND MATERIALS FOR THE BUYER'S TRAINING ORGANIZATION

16.10.1  The Seller will provide to the Buyer the Airbus Computer Based Training
         (CBT) System, training aids and material, as used in the Seller's
         training centers, free of charge as defined in Appendix A to this
         Clause 16.

         The Airbus CBT System, training aids and material supplied to the Buyer
         will be similar to those used in the Manufacturer's training centers
         for the training provided for the Buyer. The Seller has no obligation
         to cause the Manufacturer to revise the Airbus CBT System.

16.10.2  DELIVERY

16.10.2.1 The Seller will deliver to the Buyer the Airbus CBT System, training
          aids and materials as defined in Appendix A to this Clause 16, at a
          date to be mutually agreed during the Training Conference.


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16.10.2.2 Those items supplied to the Buyer pursuant to Clause 16.10.1 above
          will be delivered FCA Toulouse, Blagnac Airport. Title to and risk of
          loss of said items will pass to the Buyer upon delivery.

16.10.2.3 All costs related to transportation and insurance of said items from
          the FCA point to the Buyer's facilities will be at the Buyer's
          expense.

16.10.3   INSTALLATION

16.10.3.1 Upon the Buyer's request, the Seller may assist the Buyer with the
          initial installation of the Airbus CBT System at the Buyer's facility
          following notification in writing that the various components, which
          are in accordance with specifications defined in the Airbus CBT
          Technical Catalog, are ready for installation and available at the
          Buyer's facility.

16.10.3.2 The Buyer will provide any and all the necessary hardware on which the
          Airbus CBT System will be installed and Seller will not be responsible
          for any incompatibility of such hardware with the Airbus CBT System.

16.10.3.3 The Airbus CBT System will be installed by the Buyer's personnel who
          have completed the Airbus CBT training, and the Seller will be held
          harmless from any damage to person and/or to property caused by or in
          any way connected with the handling and/or installation of the Airbus
          CBT System by the Buyer's personnel.

16.10.3.4 The Buyer will reimburse the expenses in accordance with Clause
          16.6.2, for the Seller's personnel required at the Buyer's facility to
          conduct Airbus CBT Training and/or provide installation assistance.

16.10.4   LICENSE

16.10.4.1 The Seller will grant the Buyer a license to use the Airbus CBT
          System, as defined in Appendix C to this Clause 16.

16.10.4.2 Supply of additional sets of courseware supports, as well as any
          extension to the license for such courseware, will be subject to terms
          and conditions to be mutually agreed.

16.10.5   The Seller will not be responsible and hereby disclaims any and all
          liabilities resulting from or in connection with the use by the Buyer
          of the training aids and materials at the Buyer's facilities.


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16.11     PROPRIETARY RIGHTS

          The Seller's training data and documentation, Airbus CBT System,
          training aids and material are proprietary to the Manufacturer and its
          suppliers and the Buyer agrees not to disclose the content of the
          courseware or any information or documentation provided by the Seller
          in relation to training in whole or in part, to any third party
          without the prior written consent of the Seller.

16.12     INDEMNIFICATION AND INSURANCE

          Indemnification provisions and insurance requirements are as set forth
          in Clause 19.


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                                                         APPENDIX A TO CLAUSE 16

                               TRAINING ALLOWANCE

1.        FLIGHT OPERATIONS TRAINING

1.1       FLIGHT CREW TRAINING

          The Seller will provide flight crew training (regular transition or
          CCQ as applicable) free of charge for [****] of the Buyer's
          flight crews and [****] of the Buyer's instructor flight crews.

          The Seller will [****].

1.2       FLIGHT CREW LINE INITIAL OPERATING EXPERIENCE

          The Seller will provide to the Buyer pilot instructor(s) free of
          charge for a period of one (1) pilot instructor month.

1.2.1     The maximum number of pilot instructors present at any one time will
          be limited to two (2) pilot instructors.

1.3       CABIN ATTENDANTS' FAMILIARIZATION COURSE

          The Seller will provide to the Buyer cabin attendants' training free
          of charge for twenty-four (24) of the Buyer's cabin attendants.

1.4       PERFORMANCE / OPERATIONS COURSE(S)

1.4.1     The Seller will provide to the Buyer two hundred (200) trainee days of
          performance/operations training free of charge for the Buyer's
          personnel.

1.4.2     The above trainee days will be used solely for the
          performance/operations training courses as defined in the Seller's
          applicable Training Course Catalog.


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Rule 406 under the Securities Act of 1933, as amended.


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2.        MAINTENANCE TRAINING

2.1       MAINTENANCE TRAINING COURSES

2.1.1     The Seller will provide to the Buyer [****] trainee days of
          maintenance training free of charge for the Buyer's personnel.

2.1.2     The above trainee days will be used solely for the Maintenance
          training courses as defined in the Seller's applicable Training Course
          Catalog.

2.1.3     Notwithstanding the trainee days allowance in Clause 2.1.1.1 above,
          the number of Engine Run-up courses will be limited to one (1) course
          for three (3) trainees per Firm Aircraft.

2.2       LINE MAINTENANCE INITIAL OPERATING EXPERIENCE TRAINING

          The Seller will provide to the Buyer maintenance instructor(s) at the
          Buyer's base free of charge for a period of thirty (30) weeks.

3.        TRAINEE DAYS ACCOUNTING

          Trainee days are counted as follows:

          -         For instruction at the Seller's training centers, one (1)
                    day of instruction for one (1) trainee equals one (1)
                    trainee day, and the number of trainees at the beginning of
                    the course will be counted as the number of trainees
                    considered to have taken the course.

          -         For instruction outside of the Seller's training centers,
                    one (1) day of secondment of one (1) Seller instructor
                    equals the actual number of trainees attending the course
                    or a minimum of twelve (12) trainee days.

4.        TRAINING AIDS AND MATERIALS FOR BUYER'S TRAINING ORGANIZATION

4.1       The Seller will provide to the Buyer one (1) Airbus CBT System as
          defined in Clause 4.2 below, related to the Aircraft. The Seller will
          also provide free of charge revision to courseware in Clause 4.2 below
          for five (5) years after initial delivery of the courseware, when
          developed by the Manufacturer.


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[****] Represents material which has been redacted and filed separately with
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Rule 406 under the Securities Act of 1933, as amended.


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4.2     The Airbus CBT System supplied to the Buyer will consist of:

        -       One (1) Airbus CBT installation/utilization guide

        -       Scale 1/1 cockpit panel drawings (color)

        -       One (1) set of paper copy and one (1) reproducible CD ROM

        -       Scale 1/2 cockpit panel drawings (color)

        -       One (1) set of paper copy and one (1) reproducible CD ROM

        -       One (1) set of CD-ROM with run time software related to the
                delivered courseware.

        FOR FLIGHT OPERATIONS TRAINING:

        The A320 flight crew Airbus CBT courseware will be delivered with:

        -       One (1) set of CD ROM with Airbus CBT courseware files

        -       One (1) set of training documentation master, whenever
                applicable

        -       One (1) set of menu listings

        -       One (1) set of videodisks, whenever applicable

        -       One (1) set of Training Interface for Performance and Weight and
                Balance (TIPWB)

        FOR MAINTENANCE TRAINING:

        The A320 maintenance Airbus CBT courseware will be delivered with:

        -       One (1) set of CD ROM with Airbus CBT courseware files

        -       One (1) set of training documentation master, whenever
                applicable

        -       One (1) set of menu listings

        -       Six (6) sets of videodisks, whenever applicable


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                        MINIMUM RECOMMENDED QUALIFICATION

                      IN RELATION TO TRAINING REQUIREMENTS

                          (Regular Transition Courses)

The prerequisites listed below are the minimum recommended requirements
specified for Airbus training. If the appropriate regulatory agency or the
specific airline policy of the trainee demand greater or additional
requirements, they will apply as prerequisites.

-     CAPTAIN PREREQUISITES

      -     Fluency in English

      -     1500 hours minimum flying experience as pilot

      -     1000 hours experience on FAR/JAR 25 aircraft

      -     200 hours experience as airline, corporate pilot or military pilot

      -     Must have flown transport type aircraft, as flying pilot, within the
            last 12 months.

-     FIRST OFFICER PREREQUISITES

      -     Fluency in English

      -     500 hours minimum flying experience as pilot of fixed wing aircraft

      -     300 hours experience on FAR/JAR 25 aircraft

      -     200 hours flying experience as airline pilot or a corporate pilot or
            military pilot

      -     Must have flown transport type aircraft, as flying pilot, within the
            last 12 months.

        For both CAPTAIN and FIRST OFFICER, if one or several of the above
        criteria are not met, the trainee must follow

        (i)     an adapted course (example: if not fluent in English, an adapted
                course with a translator), or

        (ii)    an Entry Level Training (ELT) program before entering the
                regular or the adapted course.

        Such course(s), if required, will be at the Buyer's expense.


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-       MAINTENANCE PERSONNEL PREREQUISITES

        -       Fluency in English

        -       Experience on first or second generation jet transport category
                aircraft

        -       Knowledge of digital techniques, including ARINC 429, for
                electrics / avionics specialists. If this criterion is not met
                the trainee must follow a Basic Digital Course.


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                                                         APPENDIX C TO CLAUSE 16

                LICENSE FOR USE OF AIRBUS COMPUTER BASED TRAINING

1.      GRANT

        The Seller grants the Buyer the right, pursuant to the terms and
        conditions herein, to use the Airbus CBT System for the term (defined in
        Clause 4 below) of this license (the "License").

2.      DEFINITIONS

2.1     For the purpose of this Appendix C to Clause 16, the following
        definitions will apply :

2.1.1   "Airbus CBT Courseware" means the programmed instructions that provide
        flight crew and maintenance training.

2.1.2   "Airbus CBT Software" means the system software that permits the use of
        the Airbus CBT Courseware.

2.1.3   "Airbus CBT System" means the combination of the Airbus CBT Software and
        the Airbus CBT Courseware.

2.1.4   "Student/Instructor Mode" means the mode that allows the user to run the
        Airbus CBT Courseware.

2.1.5   "Airbus CBT Training" means the training enabling the Buyer to load and
        use the Airbus CBT System.

2.2     For the purpose of clarification, it is hereby stated that all related
        hardware required for the operation of the Airbus CBT System is not part
        of the Airbus CBT System and will be procured under the sole
        responsibility of the Buyer.

3.      COPIES

3.1     The Buyer will be permitted to copy the Airbus CBT Software for back-up
        and archiving purposes and the loading of the Airbus CBT Software
        exclusively on the Buyer's workstations. In such cases, the Buyer will
        advise the Seller in writing stating the number and purpose of any
        copies made. Any other copying is strictly prohibited.


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3.2     The Buyer agrees to reproduce the copyright and other notices as they
        appear on or within the original media on any copies that the Buyer
        makes of the Airbus CBT Software.

4.      TERM

        The rights under this License will be granted to the Buyer for as long
        as the Buyer operates the aircraft model to which the Airbus CBT
        Software and the Airbus CBT courseware apply. When the Buyer stops
        operating said Aircraft model, the Buyer will return the Airbus CBT
        System and any copies thereof to the Seller, accompanied by a note
        certifying that the Buyer has returned all existing copies.

5.      PERSONAL ON-SITE LICENSE

5.1     The above described License is personal to the Buyer for use of the
        Airbus CBT System within the Buyer's premises only, and is
        nontransferable and nonexclusive.

5.2     The Buyer may not (i) distribute or sublicense any portion of the Airbus
        CBT System, (ii) modify or prepare derivative works from the Airbus CBT
        Software, (iii) publicly display visual output of the Airbus CBT
        Software, or (iv) transmit the Airbus CBT Software electronically by any
        means.

6.      CONDITIONS OF USE

6.1     USE OF THE AIRBUS CBT SOFTWARE

6.1.1   For the student delivery mode, the Buyer will use the Airbus CBT
        Software for the exclusive purpose of

        (i)     rostering students for one or several courses syllabi in order
                to follow students' progression,

        (ii)    rearranging course syllabi or creating new ones using available
                courseware modules, it being understood that the Seller
                disclaims any responsibility regarding any course(s) that may be
                modified or rearranged by the Buyer.


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6.2     USE OF THE AIRBUS CBT COURSEWARE

6.2.1   The Buyer will use the Airbus CBT Courseware for the exclusive purpose
        of performing training instructions for its personnel, or for third
        party personnel contracted to perform work on the Aircraft on behalf of
        the Buyer. Such training will be performed at the Buyer's facility or at
        a subcontractor's facility provided it is conducted by the Buyer's
        personnel.

7.      PROPRIETARY RIGHTS AND NONDISCLOSURE

        The Airbus CBT Software and Airbus CBT Courseware, the copyrights and
        any and all other author rights, intellectual, commercial or industrial
        proprietary rights of whatever nature in the Airbus CBT Software and
        Airbus CBT Courseware are and will remain with the Seller or its
        suppliers, as the case may be. The Airbus CBT Software and Airbus CBT
        Courseware and their contents are designated as confidential. The Buyer
        will not take any commercial advantage by copy or presentation to third
        parties of the Airbus CBT Software, the documentation, the Airbus CBT
        Courseware, and/or any rearrangement, modification or copy thereof.

        The Buyer acknowledges the Manufacturer's proprietary rights in the
        Airbus CBT System and undertakes not to disclose the Airbus CBT Software
        or Airbus CBT Courseware or parts thereof or their contents to any third
        party without the prior written consent of the Seller. Insofar as it is
        necessary to disclose aspects of the Airbus CBT Software and Airbus CBT
        Courseware to the Buyer's personnel, such disclosure is permitted only
        for the purpose for which the Airbus CBT Software and Airbus CBT
        Courseware are supplied to the Buyer under the License.

8.      WARRANTY

8.1     The Seller warrants that the Airbus CBT System is prepared in accordance
        with the state of the art at the date of its conception. Should the
        Airbus CBT System be found to contain any nonconformity or defect, the
        Buyer will notify the Seller promptly thereof and the sole and exclusive
        liability of the Seller under this Clause 8.1 of the Airbus CBT License
        will be to correct the same at its own expense.


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8.2     WAIVER, RELEASE AND RENUNCIATION

         THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND
         REMEDIES OF THE BUYER SET FORTH IN THIS LICENSE ARE EXCLUSIVE AND IN
         SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND
         RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE
         SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE
         SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT
         TO ANY NONCONFORMITY OR DEFECT IN AIRBUS CBT SYSTEM DELIVERED UNDER
         THIS LICENSE INCLUDING BUT NOT LIMITED TO:

        (A)     ANY WARRANTY AGAINST HIDDEN DEFECTS;

        (B)     ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

        (C)     ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE
                OF DEALING OR USAGE OF TRADE;

        (D)     ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER
                CONTRACTUAL OR IN TORT AND WHETHER OR NOT ARISING FROM THE
                SELLER'S NEGLIGENCE, ACTUAL OR IMPUTED; AND

        (E)     ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR
                DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART
                THEREOF.

        THE SELLER WILL HAVE NO OBLIGATION OR LIABILITY, HOWSOEVER ARISING, FOR
        LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL, OR
        CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMITY OR DEFECT IN THE
        AIRBUS CBT SYSTEM DELIVERED UNDER THIS LICENSE.


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17 -    EQUIPMENT SUPPLIER PRODUCT SUPPORT

17.1    EQUIPMENT SUPPLIER PRODUCT SUPPORT AGREEMENTS

17.1.1  The Seller has obtained product support agreements transferable to the
        Buyer from Suppliers of Seller Furnished Equipment listed in the
        Specification.

17.1.2  These agreements are based on the "World Airlines and Suppliers Guide"
        and include Supplier commitments contained in the Supplier Product
        Support Agreements, which include the following:

        (i)     Technical data and manuals required to operate, maintain,
                service and overhaul the Supplier items will (a) be prepared in
                accordance with the applicable provisions of ATA Specification
                100 and 101 in accordance with Clause 14 of this Agreement, (b)
                include revision service, and (c) be published in the English
                language. The Seller recommends that software data, supplied in
                the form of an appendix to the Component Maintenance Manual, be
                provided in compliance with ATA Specification 102 up to level 3
                to protect Supplier's proprietary interests.

        (ii)    Warranties and guarantees, including Suppliers' standard
                warranties, and in the case of Suppliers of landing gear,
                service life policies for selected landing gear structures.

        (iii)   Training to ensure efficient operation, maintenance and overhaul
                of the Suppliers' items for the Buyer's instructors, shop and
                line service personnel.

        (iv)    Spares data in compliance with ATA Specification 200 or 2000,
                initial provisioning recommendations, spares and logistics
                service, including routine and emergency deliveries.

        (v)     Technical service to assist the Buyer with maintenance,
                overhaul, repair, operation and inspection of Supplier items
                as well as required tooling and spares provisioning.

17.2    SUPPLIER COMPLIANCE

        The Seller will monitor Supplier compliance with support commitments
        defined in the Supplier Product Support Agreements and will take action
        together with the Buyer if necessary.


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17.3    SUPPLIER PART REPAIR STATIONS

17.3.1  The Manufacturer has developed with the Suppliers a comprehensive
        network of repair stations in North America for those Supplier Parts
        originating from outside this territory.

        As a result, most Supplier Parts are repairable in North America, and
        corresponding repair stations are listed in the AOG and Repair Guide,
        which is issued and regularly updated by the Manufacturer.

        The Seller undertakes that the Supplier Parts that have to be forwarded
        for repair outside North America will be sent back to the Buyer with
        proper tagging as required by the FAA.

17.3.2  The Seller will support the Buyer in cases where the agreed repair turn
        time of an approved repair station is not met by causing free-of-charge
        loans or exchanges as specified in the relevant Supplier Product Support
        Agreements to be offered to the Buyer.


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18 -    BUYER FURNISHED EQUIPMENT

18.1    ADMINISTRATION

18.1.1  Without additional charge and in accordance with the Specification, the
        Seller will cause the Manufacturer to provide for the installation of
        the BFE, provided that the BFE is referred to in the Airbus BFE Catalog
        of Approved Suppliers by Products valid at the time the BFE is ordered.

        The Seller will cause the Manufacturer to advise the Buyer of the dates
        by which, in the planned release of engineering for the Aircraft, the
        Seller requires a written detailed engineering definition. This
        description will include the description of the dimensions and weight of
        BFE, the information related to its certification and information
        necessary for the installation and operation thereof. The Buyer will
        furnish such detailed description and information by the dates
        specified. Thereafter, no information, dimensions or weights will be
        revised unless authorized by an SCN.

        The Seller will also furnish the Buyer in due time a schedule of dates
        and shipping addresses for delivery of BFE and (when requested by the
        Seller) additional spare BFE to permit installation of the BFE in the
        Aircraft and delivery of the Aircraft in accordance with the delivery
        schedule. The Buyer will provide the BFE by such dates in a serviceable
        condition, to allow performance of any assembly, test, or acceptance
        process in accordance with the industrial schedule.

        The Buyer will also provide, when requested by the Seller, at
        Aerospatiale works and/or at DASA works, adequate field service,
        including support from BFE suppliers to act in a technical advisory
        capacity to the Seller in the installation, calibration and possible
        repair of any BFE.

18.1.2  The Seller will be entitled to refuse any item of BFE that it considers
        incompatible with the Specification, the above-mentioned engineering
        definition or the certification requirements.

18.1.3  The BFE will be imported into France or into Germany by the Buyer under
        a suspensive customs system ("REGIME DE L'ENTREPOT INDUSTRIEL POUR
        FABRICATION COORDONNEE" or "ZOLLVERSCHLUSS") without application of any
        French or German tax or customs duty, and will be Delivered Duty Unpaid
        (DDU) according to the Incoterms definition, to

        AEROSPATIALE, Societe Nationale Industrielle
        316 Route de Bayonne
        31300 TOULOUSE
        FRANCE


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        or

        DAIMLER CHRYSLER AEROSPACE AIRBUS GmbH
        Division Hamburger Flugzeugbau
        Kreetslag 10
        21129 HAMBURG
        FEDERAL REPUBLIC OF GERMANY

        as provided in Clause 18.1.1.

18.1.4  If the Buyer requests the Seller to supply directly certain items that
        are considered BFE according to the Specification, and if such request
        is notified to the Seller in due time in order not to affect the
        delivery date of the Aircraft, the Seller may agree to order such items
        subject to the execution of an SCN reflecting the effect on price,
        escalation adjustment, and any other conditions of the Agreement. In
        such a case the Seller will be entitled to the payment of a reasonable
        handling charge and will bear no liability in respect of delay and
        product support commitments for such items.

18.2    AVIATION AUTHORITIES' REQUIREMENTS

        The Buyer is responsible for, at its expense, and warrants that BFE will
        (i) be manufactured by a qualified supplier, (ii) meet the requirements
        of the applicable Specification, (iii) comply with applicable
        requirements incorporated by reference to the Type Certificate and
        listed in the Type Certificate Data Sheet, and (iv) be approved by the
        Aviation Authorities delivering the Export Certificate of Airworthiness
        and by the Buyer's Aviation Authority for installation and use on the
        Aircraft at the time of Delivery of such Aircraft. The Seller will not
        be liable for any expenses related to the foregoing warranty.

18.3    BUYER'S OBLIGATION AND SELLER'S REMEDIES

18.3.1  Any delay or failure in

        (i)     furnishing the BFE in serviceable condition at the requested
                delivery date,

        (ii)    complying with the warranty in Clause 18.2 or in providing the
                descriptive information or service representatives mentioned in
                Clause 18.1.1, or

        (iii)   in obtaining any required approval for such equipment under the
                above mentioned Aviation Authorities regulations


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        may delay the performance of any act to be performed by the Seller, and
        cause the Final Price of the Aircraft to be adjusted in accordance with
        the updated delivery schedule, including, in particular, the costs the
        Seller incurs that are attributable to the delay or failure described
        above, such as storage, taxes, insurance and costs of out-of sequence
        installation.

18.3.2  In addition to the consequences outlined in Clause 18.3.1, in the event
        of a delay or failure described in Clause 18.3.1,

        (i)     the Seller may select, purchase and install equipment similar to
                the BFE at issue, in which event the Final Contract Price of the
                affected Aircraft will also be increased by the purchase price
                of such equipment, plus reasonable costs and expenses incurred
                by the Seller for handling charges, transportation, insurance,
                packaging and, if required and not already provided for in the
                price of the Aircraft, for adjustment and calibration; or

        (ii)    if the BFE is delayed more than thirty (30) days beyond, or
                unapproved within thirty (30) days of the date pursuant to
                Clause 18.1.1, then the Seller may deliver or the Buyer may
                elect to have the Aircraft delivered without the installation of
                such equipment, notwithstanding the terms of Clause 7.1 insofar
                as it may otherwise have applied, whereon the Seller will be
                relieved of all obligations to install such equipment.

18.4    TITLE AND RISK OF LOSS

        Title to and risk of loss of BFE will at all times remain with the
        Buyer, except that risk of loss (limited to cost of replacement of said
        BFE and excluding in particular loss of use) will be with the Seller for
        as long as the BFE is in the care, custody and control of the Seller.

18.5    SELLER FURNISHED EQUIPMENT

        BFE that the Buyer chooses to convert to Seller Furnished Equipment will
        be treated as BFE, and will be subject to the terms and conditions in
        this Agreement applicable to BFE as though such Seller Furnished
        Equipment had been originally ordered as BFE. Notwithstanding the
        foregoing sentence, the Seller may only exercise its right and be
        relieved of its obligations under Clause 18.3.2(ii) if BFE converted to
        SFE is delayed more than thirty (30) days beyond or unapproved within
        thirty (30) days of the date pursuant to Clause 18.1.1 due to the
        Buyer's action or inaction.


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19-     INDEMNITIES AND INSURANCE

19.1    SELLER'S INDEMNITIES

        Except in the case of gross negligence or willful misconduct on the part
        of the Buyer, its directors, officers, agents or employees, the Seller
        will be solely liable for and will indemnify and will hold the Buyer,
        its directors, officers, agents or employees, harmless against all
        losses, liabilities, costs, expenses and damages, including court costs
        and reasonable attorneys' fees, arising from

        (a)     claims for injuries to, or deaths of, the Seller's,
                Manufacturer's or any Associated Contractor's respective
                directors, officers, agents or employees, or loss or damage to
                property of the Seller, Manufacturer or any Associated
                Contractor or their respective employees when such losses occur
                during or are incidental to (i) the Buyer's exercise of its
                inspection rights under Clause 7, (ii) the Technical Acceptance
                Process described in Clause 8, (iii) the provision of Field
                Assistance pursuant to Clause 15 or (iv) the provision of
                training pursuant to Clause 16; and

        (b)     claims for injuries to or deaths of third parties, or loss of
                property of third parties, occurring during, or incidental to
                (i) the Buyer's exercise of its inspection rights pursuant to
                Clause 7 or (ii) the Technical Acceptance Process described in
                Clause 8.

19.2    BUYER'S INDEMNITIES

        Except in the case of gross negligence or willful misconduct on the part
        of the Seller, the Buyer will be solely liable for and will indemnify
        and will hold the Seller, the Manufacturer, each of the Associated
        Contractors and their respective subcontractors, Affiliates of the
        Seller, the Seller's representatives, and the respective assignees,
        directors, officers, agents, and employees of each of the foregoing,
        harmless against all losses, liabilities, costs, expenses and damages,
        including court costs and reasonable attorneys' fees, arising from

        (a)     claims for injuries to or deaths of the Buyer's directors,
                officers, agents or employees, or loss or damage to property of
                the Buyer or its employees, when such losses occur during or are
                incidental to (i) the Buyer's exercise of its inspection rights
                under Clause 7; (ii) the Technical Acceptance Process described
                in Clause 8, (iii) the provision of Field Assistance pursuant to
                Clause 15, or (iv) the provision of training pursuant to Clause
                16; and


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        (b)     claims for injuries to or deaths of third parties, or loss of
                property of third parties, where such losses occur during or
                incidental to (i) the provision of Field Services under Clause
                15 or (ii) arise out of the provision of training pursuant to
                Clause 16.

19.3    NOTICE AND DEFENSE OF CLAIMS

        (a)     If any claim is made or suit is brought against a party or
                entity entitled to indemnification under this Clause 19 (the
                "Indemnitee") for damages for which liability has been assumed
                by the other party under this Clause 19, (the "Indemnitor"), the
                Indemnitee will promptly give notice to the Indemnitor and the
                Indemnitor (unless otherwise requested by the Indemnitee) will
                assume and conduct the defense, or settlement, of such suit, as
                the Indemnitor will deem prudent. Notice of the claim or suit
                will be accompanied by all information pertinent to the matter
                as is reasonably available to the Indemnitee and will be
                followed by such cooperation by the Indemnitee as the Indemnitor
                or its counsel may reasonably request at the expense of the
                Indemnitor.

        (b)     In the event that the Indemnitor fails or refuses to assume the
                defense of any claim or lawsuit notified to it under this Clause
                19, the Indemnitee will have the right to proceed with the
                defense or settlement of the claim or lawsuit as it deems
                prudent and will have a claim over against the Indemnitor for
                any judgments, settlements, costs or expenses, including
                reasonable attorneys' fees. Further, in such event, the
                Indemnitor will be deemed to have waived any objection or
                defense to the Indemnitee's claim based on the reasonableness of
                any settlement.

19.4    INSURANCE

        (a)     The Buyer will maintain adequate insurance to support its
                undertakings under this Clause 19, and will bear any deductible
                amounts set forth in the applicable policies. With respect to
                Clause 19.2(a), the Buyer will provide a certificate of
                insurance, if requested by the Seller, prepared by an insurance
                broker licensed and skilled in the Field of aviation insurance,
                in English and containing such specifics as the Seller may
                reasonably demand.

        (b)     With respect to the Buyer's undertaking in Clause 19.2(b), the
                Buyer will

                (i)     cause the Seller, its Affiliates, the Manufacturer, each
                        of the Associated Contractors and their respective
                        subcontractors, Seller's representatives, and the
                        respective


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                        assignees, officers, directors, agents and employees of
                        the foregoing, to be named as additional insureds under
                        the Buyer's liability policies;

                (ii)    obtain and cause the carriers of its hull all risks and
                        hull war risk policies to waive all rights of
                        subrogation against the Seller, its Affiliates, the
                        Manufacturer, each of the Associated Contractors,
                        Seller's representatives and the respective assignees,
                        officers, directors, agents and employees of the
                        foregoing; and

                (iii)   not less than seven (7) Working Days before the
                        commencement of training to be provided under Clause 16,
                        furnish to the Seller certificates of insurance, in
                        English, from a licensed insurance broker skilled in the
                        field of aviation insurance, certifying that

                        (1)     the requirements of the foregoing Clauses 19.4
                                (b)(i) and (ii) have been met;

                        (2)     the limits and insurance periods of each
                                applicable policy;

                        (3)     the applicable policies are primary and
                                noncontributory to any other insurance
                                maintained by the Seller;

                        (4)     the applicable policies contain a
                                cross-liability provision; and

                        (5)     the insurance coverage will not become
                                ineffective, canceled, or materially decreased
                                or changed except on seven (7) Working Days'
                                notice to the Seller.


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20 -  ASSIGNMENTS AND TRANSFERS

20.1  ASSIGNMENTS BY BUYER

      Except as hereinafter provided, the Buyer may not sell, assign or transfer
      its rights and obligations under this Agreement to any person without the
      prior written Consent of the Seller.

20.2  ASSIGNMENTS ON SALE, MERGER OR CONSOLIDATION

      The Buyer will be entitled to assign its rights under this Agreement at
      any time due to a merger, consolidation or a sale of all or substantially
      all of its assets, provided the Buyer first obtains the written consent
      of the Seller. The Seller will provide its consent if

      (1)   the surviving or acquiring entity is organized and existing under
            the laws of the United States;

      (ii)  the surviving or acquiring entity has executed an assumption
            agreement, in form and substance reasonably, acceptable to the
            Seller, agreeing to assume all of the Buyers obligations under this
            Agreement;

      (iii) at the time, and immediately following the consummation, of the
            merger, consolidation or sale, no event of default exists or will
            have occurred and be continuing; and

      (iv)  there exists with respect to the surviving or acquiring entity no
            basis for a Termination Event within the meaning of Clause 21 of
            this Agreement.

20.3  ASSIGNMENTS BY SELLER

      The Seller may at any time sell, assign or transfer its rights and
      obligations under this Agreement to any person, provided such sale,
      assignment or transfer be notified to the Buyer and will not have a
      material adverse effect on any of the Buyer's rights and obligations under
      this Agreement.

20.4  TRANSFER OF RIGHTS AND OBLIGATIONS UPON REORGANIZATION

      If at any time until the date upon which ail the obligations and
      liabilities of the Seller under this Agreement have been discharged, the
      legal structure, the membership or the business of the Seller is
      reorganized or the legal form of the Seller is changed and as a
      consequence thereof the Seller wishes the Buyer to accept the substitution
      of the Seller by another entity within the restructured Airbus group (or
      the Seller in its new legal form) ("NEWCO") as contemplated below, the
      Seller will promptly notify the Buyer of its wish.


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      In such event, the Seller may request the Buyer to enter into a novation
      agreement and/or other agreement having the same effect whereby the
      Seller's rights and obligations under this Agreement are novated or
      transferred in favor of Newco. Upon receipt of such request, the Buyer
      will enter into a novation agreement and/or other appropriate agreement,
      provided that the Buyer's rights and obligations under this Agreement are
      not materially adversely affected by such novation and/or other agreement.

      Until any such novation agreement/other appropriate documentation has come
      into effect, this Agreement will remain in full force and effect, and each
      party will act diligently and in good faith to implement the novation
      agreement and/or other appropriate documentation as soon as practicable
      after Newco has come into existence.


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21  -   TERMINATION FOR CERTAIN EVENTS

21.1    TERMINATION EVENTS

21.1.1  Each of the following will constitute a "Termination Event" under this
        Agreement and immediately upon the occurrence of a Termination Event.
        the Buyer will notify the Seller of such occurrence in writing and by
        courier or telefax, provided, however, that any failure by the Buyer to
        notify the Seller will not prejudice the Seller's rights hereunder:

        (1)     The Buyer or any of its Affiliates or any other party commences
                any case, proceeding or other action with respect to the Buyer
                or any of its Affiliates in any jurisdiction relating to
                bankruptcy, insolvency, reorganization relief from debtors, an
                arrangement, winding-up, liquidation, dissolution or other
                relief with respect to its debts and such case, proceeding or
                other action remains unstayed, undismissed or undischarged for
                sixty (60) days.

        (2)     An action is commenced seeking the appointment of a receiver
                trustee, custodian or other similar official for the Buyer or
                any of its Affiliates for all or substantially all of its
                assets, and such action remains unstayed, undismissed or
                undischargable for sixty (60) days, or the Buyer or any of its
                Affiliates makes a general assignment for the benefit of its
                creditors.

        (3)     An action is commenced against the Buyer or any of its
                Affiliates seeking issuance of a warrant of attachment,
                execution, distraint or similar process against all or any
                substantial part of its assets, and such action remains
                unstayed, undismissed or undischarged for sixty (60) days.

        (4)     The Buyer or any of its Affiliates becomes insolvent or fails
                generally to pay its debts as they become due.

        (5)     [INTENTIONALLY LEFT BLANK]

        (6)     Any event occurs with respect to the Buyer in any jurisdiction
                to which it is subject which has an effect equivalent to any of
                the events mentioned in 21.1.1(l), (2), (3) or (4).

        (7)     The Buyer or any of its Affiliates fails to make (i) any payment
                required to be made pursuant to this Agreement or any other
                agreement between the Buyer or any of its Affiliates and the
                Seller or any of its Affiliates when such payment comes due,
                (ii) any Predelivery Payment required to be made pursuant to
                this Agreement, (iii) payment of all or part of the Final
                Contract Price


                                                                              94
<Page>

            required to be made pursuant to Clause 5 of this Agreement, or (iv)
            any payments as they become due to or for the benefit of the
            Propulsion Systems manufacturer or an A320 family aircraft operating
            lessor, under their respective agreements with the Buyer, provided
            that the cure period applicable to such payment, if any, has
            expired.

      (8)   An "Event of Default" (as defined in the relevant agreement) or
            analogous event occurs under the terms of any [****] provided that
            any applicable cure period has expired.

      (9)   The Buyer defaults in (i) the payment of principal or interest under
            one or more agreements for borrowed money and/or (ii) the payment of
            rent or indemnities under one or more lease agreements that, in the
            aggregate, have a principal amount of [****] or more (determined in
            the case of borrowed money by the amount outstanding, and, in the
            case of a lease, by the present value of the remaining rent
            payable thereunder discounted at 6% (six percent) per year) when
            the same becomes due, if such nonpayment either allows or results
            in an acceleration of such indebtedness, provided that any
            applicable cure period has expired.

      (10)  Any commitment to extend credit, in any manner and in any form, to
            the Buyer is terminated by the other party to such committment,
            provided such party is the Seller, the Propulsion Systems
            manufacturer or a proposed lessor of any aircraft manufactured by
            the Manufacturer or any Affiliate of any such party, and [****].

      (11)  The Buyer fails to meet any one at the following conditions:

            (a)   The Buyer fails to be an air carrier certificated under
                  Section 604(b) of the Federal Aviation Act by March 1, 2000,
                  and the Buyer does not pay the Seller an additional
                  Predelivery Payment of two percent (2%) of the Predelivery
                  Payment


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


                                                                              95
<Page>

                  Reference Price for each of the Firm Aircraft to be delivered
                  in 2000, or

            (b)   the Buyer fails to be an air carrier certificated under
                  Section 604(b) of the Federal Aviation Act by April 1, 2000,
                  and the Buyer does not pay the Seller an additional
                  Predelivery Payment of two percent (2%) of the Predelivery
                  Payment Reference Price for each of the Firm Aircraft to be
                  delivered in 2000, or

            (c)   the Buyer fails to be an air carrier certificated under
                  Section 604(b) of the Federal Aviation Act by May 1, 2000, and
                  the Buyer does not pay the Seller an additional Predelivery
                  Payment of two percent (2%) of the Predelivery Payment
                  Reference Price for each of the Firm Aircraft to be delivered
                  in 2000, or

            (d)   the Buyer fails to be an air carrier certificated under
                  Section 604(b) of the Federal Aviation Act by May 31, 2000.

      (12)  With respect to any other credit or lease financing facility or
            similar agreement, either (i) the commitment to lend, finance or
            lease, as the case may be, thereunder is terminated (other than by
            the Buyer) or (ii) a financial covenant thereunder is breached and
            such breach is not waived or cured within thirty (30) days after the
            occurence thereof, and such termination, in the Seller's reasonable
            opinion, has or could have a material adverse effect on the ability
            of the Buyer to perform its obligations hereunder.

      (13)  The Buyer repudiates or is deemed to have repudiated this Agreement.

      (14)  The Buyer defaults in its obligation to take delivery of an Aircraft
            as provided in Clause 9.2 of this Agreement.

      (15)  The Buyer breaches this Agreement or defaults in the observance or
            performance of any other covenant, undertaking or obligation
            contained in this Agreement or any other agreement between the Buyer
            and the Seller and, if such breach or default is capable of being
            cured, such breach or default is not cured within any specified cure
            period, or if no cure period is specified, within five (5) days of
            such breach or default.

      (16)  The Buyer is involuntarily removed from active membership and
            participation in any airline clearinghouse (or any substitute or
            replacement arrangement) or the Buyer is placed on a cash basis by


                                                                              96
<Page>

                such clearinghouse (or any such substitute or replacement
                arrangement).

        (17)    At the end of each calendar month, the Buyer fails to have
                unencumbered cash balances of not less than the product of
                (i) [****] multiplied by (ii) the number of jet-powered
                aircraft then owned, acquired pursuant to a conditional sale
                agreement or leased by the Buyer (in each case whether or not
                then operated by the Buyer). However, the Buyer will maintain
                a minimum unencumbered cash balance of [****] as of January
                1, 2000.

        (18)    The Buyer fails to [****].

21.1.2  In the event of any Termination Event, the Seller will [****] the
        Seller will at its sole option have the right to resort to any remedy
        under applicable law, including, without limitation, the right by
        written notice to the Buyer, effective immediately, to (i) suspend
        its performance under the Agreement and under any other agreements
        between the Buyer and the Seller; (ii) terminate this Agreement or
        any other agreement between the Buyer and the Seller with respect to
        any or all Aircraft or aircraft, equipment, services, data and other
        items undelivered or unfurnished on the effective date of such
        termination; (iii) reschedule Delivery of any and all Aircraft
        remaining to be delivered under this Agreement as of the date of the
        occurrence of the Termination Event; (iv) reschedule delivery of any
        and all aircraft remaining to be delivered under any other agreement
        between the Buyer and the Seller as of the date of the occurrence of
        the Termination Event and (v) retain, as part of the liquidated
        damages for breach and not as a penalty, an amount equal to (a) all
        Predelivery Payments previously received by the Seller from the Buyer
        under this Agreement; (b) all other payments to the Seller made
        theretofore under this Agreement or any other agreement between the
        Buyer and the Seller and (c) any other amounts agreed to between the
        Buyer and the Seller pursuant to this Agreement.


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


                                                                              97
<Page>

      The Seller will have the right to elect one or more of the foregoing
      remedies, and exercise of any one or more of such remedies will not be
      deemed a waiver of any other remedy or remedies provided herein or under
      applicable law.

21.2  Information Covenants

      The Buyer hereby covenants and agrees that, from the date of this
      Agreement until no further Aircraft are to be delivered hereunder, the
      Buyer will furnish or cause to be furnished to the Seller the following:

      (a)   Annual Financial Statements. As soon as available and in any event
            within 120 days after the close of each fiscal year of the Buyer,
            (i) a copy of the SEC Form 10-K filed by the Buyer with the
            Securities and Exchange Commission or any successor thereto (the
            "SEC") for such fiscal year, or, if no such Form 10-K was flied by
            the Buyer for such a fiscal year, the consolidated balance sheet of
            The Buyer and its Subsidiaries, as at the end of such fiscal year
            and the related consolidated statements of operations, of common
            stockholders' equity (deficit) (in the case of the Buyer and its
            Subsidiaries) and of cash flows for such fiscal year, setting forth
            comparative consolidated figures as of the end of and for the
            preceding fiscal year, and examined by (x) any "Big Five" accounting
            firm or (y) any other firm of independent public accountants of
            recognized standing selected by the Buyer, whose opinion will not be
            qualified as to the scope of audit or as to the status of the Buyer
            as a going concern, and (ii) a certificate of such accounting firm
            stating that its audit of the business of the Buyer was conducted in
            accordance with generally accepted auditing standards.

      (b)   Quarterly Financial Statements. As soon as available and in any
            event within 45 days after the close of each of the first three
            quarterly accounting periods in each fiscal year of the Buyer, a
            copy of the SEC Form l0-Q filed by the Buyer with the SEC for such
            quarterly period, or, if no such Form l0-Q was filed by the Buyer
            with respect to any such quarterly period, the consolidated balance
            sheet of the Buyer and its Subsidiaries as at the end of such
            quarterly period and the related consolidated statements of
            operations for such quarterly period and for the elapsed portion of
            the fiscal year ended with the last day of such quarterly period and
            in each case setting forth comparative consolidated figures as of
            the end of and for the related periods in the prior fiscal year, all
            of which will be certified by an Authorized Officer of the Buyer,
            subject to changes resulting from audit and normal year-end audit
            adjustments.


                                                                              98
<Page>

      (c)   Other Information. Promptly upon transmission thereof, copies of any
            filings and registrations with, and reports to, the SEC by the Buyer
            or any of its Subsidiaries, and, with reasonable promptness, such
            other information or documents (financial or otherwise) as the
            Seller may reasonably request from time to time.

      For the purposes of this Sublease 21.2, (x) an "Authorized Officer" of
      the Buyer will mean the Chief Executive Officer, the Chief Financial
      Officer or any Vice President and above who reports directly or indirectly
      to the Chief Financial Officer and (y) "Subsidiaries" will mean, as of any
      date of determination, those companies owned by the Buyer whose financial
      results the Buyer is required to include in its statements of consolidated
      operations and consolidated balance sheets.

21.3  Nothing contained in this Clause 21 will be deemed to waive or limit the
      rights and remedies available to the Seller under the Uniform Commercial
      Code (the "UCC"), including, but not limited to, those rights and remedies
      described in Article 2, Section 609 of the UCC. It is understood that
      for the purposes of providing reassurance under Article 2, Section 609 of
      the UCC, the Buyer cannot rely on any commitment of the Seller or the
      Propulsion Systems manufacturer to provide financing.


                                                                              99
<Page>

22 -  MISCELLANEOUS PROVISIONS

22.1  DATA RETRIEVAL

      On the Seller's reasonable request, the Buyer will provide the Seller with
      all the necessary data, as customarily compiled by the Buyer and
      pertaining to the operation of the Aircraft, to assist the Seller in
      making an efficient and coordinated survey of all reliability,
      maintenance, operational and cost data with a view to improving the
      safety, availability and operational costs of the Aircraft.

22.2  NOTICES

      All notices and requests required or authorized hereunder will be given in
      writing either by personal delivery to a responsible officer of the party
      to whom the same is given or by commercial courier, certified air mail
      (return receipt requested) or facsimile at the addresses and numbers set
      forth below. The date on which any such notice or request is so personally
      delivered, or if such notice or request is given by commercial courier.
      certified air mail or facsimile, the date on which sent, will be deemed to
      be the effective date of such notice or request.

      The Seller will be addressed at:

      2, rond-point Maurice Bellonte
      31700 BLAGNAC FRANCE
      Attention: Director -- Contracts

      Telephone: 33 05 61 30 40 12
      Telecopy: 33 05 61 30 40 11

      The Buyer will be addressed at:

      6322 South 3000 East
      Suite L-201
      Salt Lake City, Utah 84121
      Attention: Executive Vice President & General Counsel

      Telephone: 801-947-7888
      Fax: 801-944-4840

      From time to time, the party receiving the notice or request may designate
      another address or another person.


                                                                             100
<Page>

22.3  WAIVER

      The failure of either party to enforce at any time any of the provisions
      of this Agreement, to exercise any right herein provided or to require at
      any time performance by the other party of any of the provisions hereof
      will in no way be construed to be a present or future waiver of such
      provisions nor in any way to affect the validity of this Agreement or any
      part hereof or the right of the other party thereafter to enforce each and
      every such provision. The express waiver by either party of any provision,
      condition or requirement of this Agreement will not constitute a waiver of
      any future obligation to comply with such provision, condition or
      requirement.

22.4  INTERPRETATION AND LAW

      THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE
      THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS.

      Each of the Seller and the Buyer (i) hereby irrevocably submits itself to
      the nonexclusive jurisdiction of the courts of the state of New York, New
      York County, of the United States District Court for the Southern District
      of New York, for the purposes of any suit, action or other proceeding
      arising out of this Agreement, the subject matter hereof or any of the
      transactions contemplated hereby brought by any party or parties hereto,
      and (ii) hereby waives, and agrees not to assert, by way of motion, as a
      defense or otherwise, in any such suit, action or proceeding, to the
      extent permitted by applicable law, any defense based on sovereign or
      other immunity or that the suit, action or proceeding which is referred
      to in clause (i) above is brought in an inconvenient forum, that the venue
      of such suit, action or proceeding is improper, or that this Agreement or
      the subject matter hereof or any of the transactions contemplated hereby
      may not be enforced in or by these courts. The Seller hereby designates
      and appoints CT Corporation, New York City offices, to receive for and on
      its behalf service of process in any proceeding with respect to any matter
      as to which it submits to jurisdition as set forth above, it being agreed
      that service on CT Corporation will constitute valid service on the
      Seller. The Buyer hereby generally consents to service of process by
      registered mail, return receipt requested, at its address for notice under
      this Agreement.

      THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON
      CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS
      TRANSACTION.


                                                                             101
<Page>

22.5  CONFIDENTIALITY

      Subject to any legal or governmental requirements of disclosure, the
      parties (which for this purpose will include their employees, agents and
      advisors) will maintain the terms and conditions of this Agreement and any
      reports or other data furnished hereunder strictly confidential. Without
      limiting the generality of the foregoing, the Buyer will use its best
      efforts to limit the disclosure of the contents of this Agreement to the
      extent legally permissible in any filing required to be made by the Buyer
      with any governmental agency and will make such applications as will be
      necessary to implement the foregoing. With respect to any public
      disclosure or filing, the Buyer agrees to submit to the Seller a copy of
      the proposed document to be filed or disclosed and will give the Seller a
      reasonable period of time in which to review the said document. The Buyer
      and the Seller will consult with each other before the making of any
      public disclosure or filing, permitted hereunder, of this Agreement or the
      terms and conditions thereof. The provisions of this Clause 22.5 will
      survive any termination of this Agreement.

22.6  SEVERABILITY

      In the event that any provision of this Agreement should for any reason be
      held to be without effect, the remainder of this Agreement will remain in
      full force and effect. To the extent permitted by applicable law, each
      party hereto hereby waives any provision of law which renders any
      provision of this Agreement prohibited or unenforceable in any respect.

22.7  ALTERATIONS TO CONTRACT

      This Agreement, including its Exhibits and Appendixes, contains the entire
      agreement between the parties with respect to the subject matter hereof
      and thereof and supersedes any previous understanding, commitments or
      representations whatsoever, whether oral or written (including, without
      limitation, that certain Term Sheet dated March 4, 1999, bearing AVSA
      reference No. 5229.3, between the Seller and the Buyer and all exhibits
      thereto). This Agreement will not be varied except by an instrument in
      writing of even date herewith or subsequent hereto executed by both
      parties or by their fully authorized representatives.

22.8  INCONSISTENCIES

      In the event of any inconsistency between the terms of this Agreement and
      the terms contained in either (i) the Specification annexed in Exhibit A
      hereto, or (ii) any other Exhibit hereto, in each such case the terms of
      this Agreement will prevail over the terms of the Specification or any
      other


                                                                             102
<Page>

      Exhibit hereto. For the purpose of this Clause 22.8, the term Agreement
      will not include the Specification or any other Exhibit hereto.

22.9  LANGUAGE

      All correspondence, documents and any other written matters in
      connection with this Agreement will be in English.

22.10 HEADINGS

      All headings in this Agreement are for convenience of reference only and
      do not constitute a part of this Agreement.

22.11 COUNTERPARTS

      This Agreement may be executed by the parties hereto in separate
      counterparts, each of which when so executed and delivered will be an
      original, but all such counterparts will together constitute but one and
      the same instrument.

22.12 OPINION OF COUNSEL

      The Buyer will, concurrently with the execution of this Agreement, deliver
      to the Seller an opinion of counsel for the Buyer reasonably satisfactory
      to the Seller and dated as of such date to the effect that (i) the
      execution, delivery and performance of this Agreement are within the
      corporate power of the Buyer, (ii) the execution, delivery and performance
      of this Agreement, in accordance with the respective terms by the Buyer,
      do not, to such counsel's knowledge, constitute a breach of any agreement
      to which the Buyer is a party, and (iii) this Agreement has been duly
      executed and delivered by and constitutes legal, valid and binding
      obligations of the Buyer enforceable in accordance with its terms, and
      such opinion will also address such other matters as the Seller may
      reasonably request.


                                                                             103
<Page>

IN WITNESS WHEREOF, these presents were entered into as of the day and year
first above written.


                                  AVSA, S.A.R.L..


                                  By: /s/ [ILLEGIBLE]
                                     -----------------------------------------

                                  Title:

                                  NEW AIR CORPORATION


                                  By: /s/ David Neeleman
                                     -----------------------------------------

                                  Title: CEO


                                                                             104
<Page>

                                                                       EXHIBIT A

The A320-200 Standard Specification is contained in a separate folder.


                                                                        Exh. A-1
<Page>

                                                                       EXHIBIT B
================================================================================
                AVSA                              SCN No.
    SPECIFICATION CHANGE NOTICE                   Issue
                (SCN)                             Dated
                                                  Page No.
--------------------------------------------------------------------------------
TITLE

DESCIRIPTION

EFFECT ON WEIGHT
Manufacturer's Weight Empty Change:

Operational Weight Empty Change:

Allowable Payload Change:

REMARKS/REFERENCES
Response to RFC

SPECIFICATION CHANGED BY THIS SCN

THIS SCN REQUIRES PRIOR OR CONCURRENT ACCEPTANCE OF THE FOLLOWING SCN(s)
--------------------------------------------------------------------------------
PRICE PER AIRCRAFT

US DOLLARS:

AT DELIVERY CONDITIONS:
This change will be effective on____Aircraft No.______and subsequent
provided approval is received by_________________________.

BUYER APPROVAL                                  SELLER APPROVAL

By:                                             By:

Title: (Authorized Finance Department Officer)  Date:

By:

Title: (Authorized maintenance or flight operations officer)

Date:
================================================================================

                                                                        Exh. B-1
<Page>

                                                                       EXHIBIT C

                           SELLER SERVICE LIFE POLICY

1.       The Items of primary and auxiliary structure described hereunder are
         covered by the Service Life Policy described in Subclause 12.2 of the
         Agreement.

2.       WINGS - CENTER AND OUTER WING BOX

2.1      SPARS

2.2      RIBS INSIDE THE WING BOX

2.3      UPPER AND LOWER PANELS OF THE WING BOX

2.4      FITTINGS

2.4.1    Attachment fittings for the flap structure

2.4.2    Attachment fittings for the engine pylons

2.4.3    Attachment fittings for the main landing gear

2.4.4    Attachment fittings for the center wing box

2.5      AUXILIARY SUPPORT STRUCTURE

25.1     FOR THE SLATS:

2.5.1.1  Ribs supporting the track rollers on wing box structure

2.5.1.2  Ribs supporting the actuators on wing box structure

2.5.2    FOR THE AILERONS:

2.5.2.1  Hinge brackets and ribs on wing box rear spar or shroud box

2.5.2.2  Actuator fittings on wing box rear spar or shroud box

2.5.3    FOR AIRBRAKES, SPOILERS, LIFT DUMPERS:

2.5.3.1  Hinge brackets and ribs on wing box rear spar or shroud box


                                                                        Exh. C-1
<Page>

                                                                       EXHIBIT C

2.5.3.2  Actuator fittings on wing box rear spar or shroud box

3.       FUSELAGE

3.1      FUSELAGE STRUCTURE

3.1.1    Fore and aft bulkheads

3.1.2    Pressurized floors and bulkheads surrounding the main and nose gear
         wheel well and center wing box

3.1.3    Skins with doublers, stringers and frames from the forward pressure
         bulkheads to the frame supporting the rear attachment of horizontal
         stabilizer

3.1.4    Window and windscreen attachment structure but excluding transparencies

3.1.5    Passenger and cargo doors internal structure

3.1.6    Sills excluding scuff plates and upper beams surrounding passenger and
         cargo door apertures

3.1.7    Cockpit floor structure and passenger cabin floor beams excluding floor
         panels and seat rails

3.1.8    Keel beam structure

3.2      FITTINGS

3.24     Landing gear attachment fittings

3.2.2    Support structure and attachment fittings for the vertical and
         horizontal stabilizers

4.       STABILIZERS

4.1      HORIZONTAL STABILIZER MAIN STRUCTURAL BOX

4.1.1    Spars

4.1.2    Ribs

4.1.3    Upper and lower skins and stringers


                                                                        Exh. C-2
<Page>

                                                                       EXHIBIT C

4.1.4    Attachment fittings to fuselage and trim screw actuator

4.1.5    Elevator support structure

4.1.5.1  Hinge bracket

4.1.5.2  Servocontrol attachment brackets

4.2      VERTICAL STABILIZER MAIN STRUCTURAL BOX

4.2.1    Spars

4.2.2    Ribs

4.2.3    Skins and stringers

4.2.4    Attachment fittings to fuselage

4.2.5    Rudder support structure

4.2.5.1  Hinge brackets

4.2.5.2  Servocontrol attachment brackets

5.       Bearing and roller assemblies, bearing surfaces, bushings, bolts,
         rivets, access and inspection doors, including manhole doors, latching
         mechanisms, all system components, commercial interior parts,
         insulation and related installation and connecting devices are excluded
         from this Seller Service Life Policy.


                                                                        Exh. C-3
<Page>

                                                         APPENDIX I TO EXHIBIT A

The SCNs include the items in the following table:

<Table>
<Caption>
--------------------------------------------------------------------------
<S>                                                              <C>
PWX                                                              [****]
--------------------------------------------------------------------------
Second observer seat                                             [****]
--------------------------------------------------------------------------
Alternate OHSC doors                                             [****]
--------------------------------------------------------------------------
                                TOTAL                            [****]
--------------------------------------------------------------------------
</Table>



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


                                                                Exh. A, App. 1-1
<Page>

                                                                       EXHIBIT D

                            CERTIFICATE OF ACCEPTANCE

In accordance with the terms of that certain A320 Purchase Agreement dated as of
____________, between New Air Corporation ("NA") and AVSA, S.A.R.L. ("AVSA")
(the Purchase Agreement"), the acceptance tests relating to the Airbus A320
aircraft, Manufacturer's Serial Number: _____, U.S. Registration Number:
_______with two (2) International Aero Engines V2527-A5 series propulsion
systems installed thereon, serial nos. _______ (position #1) and ________
(position #2) (the "Aircraft"), have taken place at ______ on the ____ day of
______________, __________________.

In view of said tests having been carried out with satisfactory results, NA
hereby approves the Aircraft as being in conformity with the provisions of the
Purchase Agreement.

Said acceptance does not impair the rights of NA that may be derived from the
warranties relating to the Aircraft set forth in the Purchase Agreement.

NA specifically recognizes that it has waived any right it may have at law or
otherwise to revoke this acceptance of the Aircraft.


                                 RECEIPT AND ACCEPTANCE OF THE ABOVE -
                                 DESCRIBED AIRCRAFT ACKNOWLEDGED

                                 NEW AIR CORPORATION


                                 By:
                                    -----------------------------------------

                                 Its:
                                     ----------------------------------------


                                                                        Exh. D-1
<Page>

                                                                       EXHIBIT E

                                  BILL OF SALE

Know all persons by these presents that AVSA, S.A.R.L. ("AVSA"), a SOCIETE A
RESPONSABILITE LIMITEE organized and existing under the laws of the Republic of
France, whose address is 2 rond-point Maurice Bellonte, 31700 Blagnac, FRANCE,
is the owner of the title to the following airframe (the "AIRFRAME"), the
attached engines as specified (the "ENGINES") and all appliances, components,
parts, instruments, accessories, furnishings, modules and other equipment of any
nature, excluding buyer furnished equipment, incorporated therein, installed
thereon or attached thereto on the date hereof (the "PARTS"):

MANUFACTURER OF AIRFRAME:               MANUFACTURER OF ENGINES:

AIRBUS INDUSTRIE G.I.E.                 INTERNATIONAL AERO ENGINES

MODEL: A320-200                         MODEL: V2527-A5


MANUFACTURER'S                          SERIAL NUMBERS

                                        LH:    [    ]
SERIAL NUMBER:       [     ]            RH:    [    ]

REGISTRATION NO:     [     ]

The Airframe, Engines and Parts are hereafter together referred to as the
aircraft (the "AIRCRAFT").

AVSA does this ___ day of ________________ sell, transfer and deliver all of its
above described rights, title and interest to the Aircraft to the following
company forever, said Aircraft to be the property thereof:

NEW AIR CORPORATION (the "Buyer")

AVSA hereby warrants to the Buyer that it has on the date hereof good and lawful
right to sell, deliver and transfer title to the Aircraft to the Buyer and that
there is hereby conveyed to the Buyer on the date hereof good, legal and valid
title to the Aircraft, free and clear of all legal liens, claims, charges,
encumbrances and rights of others.


IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by
its duly authorized representative this _______ day of [     ].

AVSA, S.A.R.L.

By:

Title:

Signature:


                                                                        Exh. E-1
<Page>

                                                                       EXHIBIT F

                             TECHNICAL PUBLICATIONS

                                     GENERAL

This Exhibit F lists the form, type, quantity and delivery dates for the
Technical Publications to be provided to the Buyer pursuant to Clause 14 of the
Agreement.

The Technical Publications are published in accordance with ATA Specification
100 revision 23, with the exception or certain Component Maintenance Manuals,
which may be written to an ATA Specification 100 revision other than revision
23.

The designation "C" after the title of a Technical Publication indicates that
such Technical Publication may be customized.


                                                                        Exh. F-1
<Page>

1.    ENGINEERING DOCUMENTS

1.1   INSTALLATION AND ASSEMBLY DRAWINGS (IAD)--C

      The IAD will be delivered according to the Buyers standard for the major
      Assembly and Installation drawings, including detail drawings.

1.2   DRAWING NUMBER INDEX (DNI)--C

      The DNI lists applicable drawings of the Aircraft delivered under the
      Agreement.

1.3   PROCESS AND MATERIAL SPECIFICATION (PMS)


      The PMS contains data related to manufacturing processes, material
      identification and treatments used in the construction and assembly of the
      Aircraft.

1.4   STANDARDS MANUAL (SM)

      The SM contains data about Seller approved standards and includes cross
      reference lists. The SM will include US standards/equivalents for all
      hardware clamps, 0-rings, bearings, fasteners, sealants, adhesive and
      compounds, raw materials, processes and procedures.

2.    MAINTENANCE AND ASSOCIATED MANUALS

2.1   APV BUILD-UP MANUAL (ABM)

      The ABM follows the format adopted for the Power Plant Build-up Manual.

2.2   AIRCRAFT MAINTENANCE MANUAL (AMM)--C

      The component location section of the AMM will show those components
      detailed in the AMM maintenance procedures. The trouble shooting part is
      covered in Subparagraph 2.21 below.

         *Aircraft Maintenance Manual Chapter 05 Time Limits (Service Life
         Limits) and Maintenance Checks are only delivered in hard copies.


                                                                        Exh. F-2
<Page>

2.3   AIRCRAFT SCHEMATICS MANUAL (ASM)--C

      The ASM is part of the Wiring Manual. Supplied as a separate manual for
      schematics.

2.4   AIRCRAFT WIRING MANUAL (AWM)--C

      The AWM is part of the Wiring Manual. Supplied as a separate manual for
      wirings.

2.5   AIRCRAFT WIRING LISTS (AWL)--C

      The AWL is part of the Wiring Manual. Supplied as a separate document for
      lists. The AWL includes wire terminations, connector, terminal, strip
      locations, wire routings, and clamping diagrams.

2.6   CONSUMABLE MATERIAL LIST (CML)

      The CML details the characteristics and gives procurement sources
      of consumable materials such as grease, oil, etc.

2.7   DUCT REPAIR MANUAL (DRM)

      The DRM contains all the data necessary to locate, identify, repair and/or
      replace subassemblies of metallic ducts. It also includes details of tests
      necessary after repair.

2.8   FUEL PIPE REPAIR MANUAL (FPRM)

      The FPRM provides workshop repair procedures and data for specific fuel
      pipes, after removal from any aircraft of the Manufacturer of the type of
      the Aircraft.

2.9   ILLUSTRATED PARTS CATALOG (IPC}--C

      The IPC identifies and illustrates all line replaceable parts and units of
      the aircraft, excluding the power plant parts.

2.l0  ILLUSTRATED PARTS CATALOG (power plant) (PPIPC)--C

      The PPIPC covers line replaceable parts and units of the power plant
      provided by the Propulsion Systems manufacturer.


                                                                        Exh. F-3
<Page>

2.11  ILLUSTRATED TOOL AND EQUIPMENT MANUAL (TEM)

      The TEM provides information on Ground Equipment and Tools listed in the
      Seller's Aircraft Maintenance Manual.

2.12  MAINTENANCE FACILITY PIANNING (MEP)

      The MFP provides information that will assist airline personnel concerned
      with long term planning of ramp or terminal operations. Aircraft
      maintenance on the ramp and in the hangar, overhaul and testing of
      structure and system components.

2.13  MAINTENANCE PLANNING DOCUMENT (MPD)

      The MPD provides maintenance data necessary to plan and conduct Aircraft
      maintenance checks and inspections.

2.14  POWER PLANT BUILD-UP MANUAL (PPBM)

      The PPBM provides instructions for the installation of a quick engine
      change kit on a bare engine.

2.15  SUPPORT EQUIPMENT SUMMARY (SES)

      The SES lists support equipment recommended by the Seller, the Propulsion
      Systems manufacturer and Vendors.

2.16  TIME LIMITS AND MAINTENANCE CHECKS/SERVICE LIMITS AND MAINTENANCE CHECKS
      (TLMC\SLMC)

      The TLMC\SLMC document provides the Manufacturer's recommended scheduled
      time limits for inspections and maintenance checks.

2.17  TOOL\EQUIPMENT DRAWINGS (TED)

      TEDs will be supplied in the form of aperture cards for the Seller and,
when available, Vendor maintenance tools.


                                                                        Exh. F-4
<Page>

2.18  TOOL AND EQUIPMENT DRAWING INDEX (TEI)

      The TEI is an alpha-numeric listing of the TED's.

2.19  TOOL AND EQUIPMENT BULLETIN (TEB)

      The TEB provides advance information related to tools and test equipment
      development.

2.20  TROUBLE SHOOTING MANUAL (TSM)--C

      The TSM complements the CFDS and provides trouble-shooting data in the
      following three levels:

      LEVEL 1 - Aimed at line use. Fault isolation guidance for systems or parts
                of systems monitored mainly by CFDS. Also guidance for systems
                not monitored by CFDS.

      LEVEL 2 - Aimed at hangar use. Fault isolation guidance for non-CFDS
                monitored systems in the form of functional block diagrams,
                charts and tables.

      LEVEL 3- Aimed at engineering use. List of CFDS messages and decoding of
               trouble shooting data (decoding of coded messages provided by the
               CFDS). Level 3 is supplied on floppy disk.

3.    MISCELLANEOUS DOCUMENTATION

3.1   AIRPLANE CHARACTERISTICS FOR AIRPORT PLANNING (AC)

      The AC will be in general accordance with Specification NAS 3601.

3.2   AIRCRAFT RECOVERY MANUAL (ARM)

      The ARM provides the following planning information: preparing and moving
      a disabled aircraft that may be obstructing airport traffic.

3.3   CARGO LOADING SYSTEM MANUAL (CLS)

      The CLS details handling procedures for the Cargo Loading System.

3.4   CRASH CREW CHART (CCC)

      The CCC provides information concerning access to the Aircraft interior,
      location of safety equipment, hazardous liquids, etc.


                                                                        Exh. F-5
<Page>

3.5   GUIDELINES FOR CUSTOMER ORIGINATED CHANGES (GCOC)

      The GCOC provides production and presentation rules for the data covering
      Buyer originated changes on the Aircraft to be incorporated by the Seller
      in the Technical Publications as per Subclause 14.11 of the Agreement.

3.6   LIST OF RADIOACTIVE AND HAZARDOUS ELEMENTS (LRE)

      The LRE provides information on components and materials for which
      specific precautions have to be taken.

3.7   LIST OF APPLICABLE PUBLICATIONS (LAP)--C

      The LAP will record the Seller's various Airframe Technical Publications
      indicating the last valid revision number and issue date.

3.8   LIVESTOCK TRANSPORTATION MANUAL (LTM)

      The LTM details the facilities, equipment and procedures necessary for
      live animal transportation in aircraft of the Manufacturer of the type of
      the Aircraft.

3.9   SERVICE BULLETINS (SB)--C

      The Buyer will receive all Service Bulletins applicable to the Aircraft.

3.10  SERVICE BULLETIN INDEX (SBI)

      The SBI is a listing of all Service Bulletins issued in ATA 100 chapter
      sequence.

      The SBI provides details of SB number, SB title, associated modification
      number, issue status, Vendor SB number (if applicable) and affected
      fleet.

3.11  SERVICE INFORMATION LETTERS (SIL)

      SILs give information of a general nature and also about minor changes or
      inspections the Buyer may wish to apply under the Buyer's authority.

3.12  TRANSPORTABILITY MANUAL (TM)

      The TM gives cargo hold dimensions for currently available cargo Aircraft,
      transportation information and requirements for large Aircraft components.
      Component dimensions, weights and shelf life limitations are also given.


                                                                        Exh. F-6
<Page>

3.13  SUPPLIER PRODUCT SUPPORT AGREEMENTS (SPSA)

      The SPSA is a collection of product support conditions negotiated by the
      Manufacturer with the suppliers of Aircraft equipment.

3.14  VENDOR INFORMATION MANUAL (VIM)

      The VIM provides Vendor contact information.

3.15  VENDOR INFORMATION MANUAL (GSE) (VIM/GSE)

      The VIM/GSE gives contact names and addresses of Ground Support Equipment
      (GSE) vendors and their product support organizations.

4.    OPERATIONAL MANUALS

4.1   ABNORMAL\EMERGENCY CHECK LIST\QUICK REFERENCE HANDBOOK (CL\ORH--C

      The CL is an extract from the FCOM presented as a booklet for quick
      in-flight use.

4.2   FAA APPROVED FLIGHT MANUAL (FM)--C

      The AFM provides Aircraft performance operating limitations and other
      flight data required by the relevant airworthiness authorities for
      certification. It includes the Configuration Deviation List (CDL).

4.3   FLIGHT CREW OPERATING MANUAL (FCOM)--C

      The FCOM provides Aircraft and systems descriptions, normal, abnormal and
      emergency procedures as well as operational performance.

4.4   MASTER MINIMUM EQUIPMENT LIST (MMEL)

      The MMEL defines the components and the related conditions under which,
      when the components are defective, the Aircraft may be cleared for flight.
      In addition, the MMEL. provides the necessary inFormation to establish the
      Buyer's own Minimum Equipment List (MEL).

4.5   PERFORMANCE ENGINEERING PROGRAM (PEP)

      The PEP consists of a Low Speed Performance data base and a High Speed
      Performance data base together with their respective programs. The
      Performance Engineering


                                                                        Exh. F-7
<Page>

      Program may be used by the Buyer under the license conditions set forth in
      Appendix A to this Exhibit F.

      The Low Speed Performance programs consist of the Take-off and Landing
      Chart computation program (TLC) which permits the computation of:

      - regulatory take-off and landing performance,

      - noncertified take-off performance accounting for runway data and
      weather, together with the Tabulation and Interpolation program (TAB),
      issued with the AFM, which permits the reading, editing and interpolation
      of the tables listed in the AFM.

      The High Speed Performance programs arc the In Flight Performance
      computation program (IFP) which permits computaion of Aircraft
      performance for each flight phase and the Aircraft Performance
      Monitoring program (APM) which permits analysis of Aircraft cruise
      performance from data recorded during stabilized flight periods.

4.6   PERFORMANCE PROGRAM MANUAL (PPM)

      The PPM is the users' guide for the Performance Engineering Program (PEP).

4.7   Weight and Balance Manual (WBM) and
      WEIGHT AND BALANCE MANUAL SUPPLEMENTS--C

      The corresponding supplements:
      -Delivery Weighing Report,
      -Equipment List,
      will be delivered with each Aircraft.

5.    OVERHAUL DATA

5.1   CABLE FABRICATION MANUAL (CFM)
      The CFM contains all the data necessary to locate, identify, manufacture
      and test control cables used on the Aircraft. An appendix contains cable
      end fitting specification sheets, and detailed manufacturing instructions.

5.2   COMPONENT DOCUMENTATION STATUS (CDS)--C

      The CDS lists Component Maintenance Manuals in accordance with
      Subparagraphs 5.4 and 5.5 below.


                                                                        Exh. F-8
<Page>

5.3   COMPONENT EVOLUTION LIST (CEL)

      The CEL is a noncustomized document listing all components on the Aircraft
      and also gives the evolution of each component.

      The information is provided in order of:
      - part number
      - FSCM
      - ATA reference.

5.4   COMPONENT MAINTENANCE MANUAL MANUFACTURER (CMMM)

      The CMMM contains all the data necessary to locate, identify and maintain
      Aircraft components manufactured by the Seller.

5.5   COMPONENT MAINTENANCE MANUAL VENDOR (CMMV)

      The Seller will to ensure that each Vendor of repairable components will
      deliver to the Buyer a Component Maintenance Manual Vendor with revision
      service.

6.    STRUCTURAL MANUALS

6.1   NONDESTRUCTIVE TESTING MANUAL (NTM)

      The NTM supplies Airframe data necessary to carry out nondestructive
      testing.

6.2   STRUCTURAL REPAIR MANUAL (SRM)

      The SRM contains descriptive information for identification and repair of
      the Airframe primary and secondary structure and will include substantial
      structural analysis.


                                                                        Exh. F-9
<Page>

                                      FORM

AC    APERTURE CARD. Refers to 35mm film contained on punched aperture cards.

CD    CD-ROM.

D     FLOPPY DISK

F     MICROFILM. Refers to 16mm roll film in 3M type cartridges.

MP    Refers to paper printed one side, unpunched quality will be suitable for
      further reproduction or microfilming.

MT    MAGNETIC TAPE

P1    PRINTED ONE SIDE. Refers to manuals in paper with print on one side of the
      sheets only.

P2    PRINTED BOTH SIDES. Refers to manuals with print on both sides of the
      sheets.

SMF   SILVER MASTER FILM. Refers to thick diazo film suitable for further
      reproduction.

+     Denotes a combined A319/A320/A321 Technical Publication.

*     Denotes Technical Publications will be supplied in SGML format if such
      format becomes available from the Manufacturer.

                                      TYPE

C     CUSTOMIZED. Refers to manuals which are customized to specific MSNs.

E     ENVELOPE. Refers to manuals which are not customized.

P     PRELIMINARY. Refers to preliminary data or manuals which may consist of:

      -either one time issue not maintained by revision service, or

      -preliminary issues maintained by revision service until final manual or
      data delivery, or

      -supply of best available data under final format with progressive
      completion through revision service.


                                                                       Exh. F-10
<Page>

                                    DELIVERY

Manual delivery is expressed either as the number of days prior to delivery of
the first Aircraft or as nil (0), which designates the date of delivery of the
first Aircraft.

It is agreed that the number of days indicated will be rounded up to the next
regular revision release date.

MANUALS AVAILABLE (HEADLINES)

1 - ENGINEERING DOCUMENTS
2 - MAINTENANCE & ASSOCIATED MANUALS
3 - MISCELLANEOUS PUBLICATIONS
4 - OPERATIONAL MANUALS AND DATA
5 - OVERHAUL DATA
6 - STRUCTURAL MANUALS


                                                                       Exh. F-11
<Page>

<Table>
<Caption>
--------------------------------------------------------------------------------
MANUALS AVAILABLE                        ABBR   FORM   TYPE   QTY.  REV   DELIV.
(DETAILED)
--------------------------------------------------------------------------------
<S>                                      <C>    <C>    <C>    <C>   <C>   <C>
--------------------------------------------------------------------------------
1.    ENGINEERING DOCUMENTS

--------------------------------------------------------------------------------
+     Installation and Assembly          IAD           C            AN(1) 0
*     Drawings (including detail
      drawings)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Parts Usage (Effectivity)          PU            E            AN    0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Schedule (Drawing                  S             E            AN    0
*     Nomenclature)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Drawing Number Index               DNI           C            AN    0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Process and Material               PMS           E            AN    0
*     Specification
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Standard Manual                    SM            E            AN    0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Electrical Load Analysis           ELA           E      2     AN    0
--------------------------------------------------------------------------------
2.    MAINTENANCE & ASSOCIATED MANUALS

--------------------------------------------------------------------------------
+     APU Build-up Manual                ABM           E            AN    90
--------------------------------------------------------------------------------
</Table>

----------
      (1) Revision service for the manufacture drawings is restricted to cover
the Aircraft configuration at delivery.


                                                                       Exh. F-12
<Page>

<Table>
<Caption>
--------------------------------------------------------------------------------
MANUALS AVAILABLE                        ABBR   FORM   TYPE   QTY.  REV   DELIV.
(DETAILED)
--------------------------------------------------------------------------------
<S>                                      <C>    <C>    <C>    <C>   <C>   <C>
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Aircraft Maintenance Manual        AMM           C            4     90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Aircraft Schematics Manual         ASM           C            4     90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Aircraft Wiring Manual             AWM           C            4     90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Aircraft Wiring Lists              AWL           C            4     90
--------------------------------------------------------------------------------
+     Consumable Material List           CML           E            AN    90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Component Location Manual          CLM                        4     90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Duct Repair Manual                 DRM           E            AN    90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Fuel Pipe Repair Manual            FPRM          E            AN    90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Illustrated Parts Catalog          IPC           C            4     90
      (Airframe)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Illustrated Parts Catalog          PIPC          C            4     90
      (Power Plant)(2)
--------------------------------------------------------------------------------
</Table>

----------
(2)   Supplied by the Propulsion Systems manufacturer.


                                                                       Exh. F-13
<Page>

<Table>
<Caption>
--------------------------------------------------------------------------------
MANUALS AVAILABLE                        ABBR   FORM   TYPE   QTY.  REV   DELIV.
(DETAILED)
--------------------------------------------------------------------------------
<S>                                      <C>    <C>    <C>    <C>   <C>   <C>
--------------------------------------------------------------------------------
+     Illustrated Tool and Equipment     TEM           E            AN    360
*     Manual
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Maintenance Facility Planning      MFP           E            AN    90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Maintenance Facility Planning      MFP           E            AN    360
      Document
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Power Plant Build-up Manual(3)     PPBM          E            AN    90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Support Equipment Summary          SES           E            AN    360
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Time Limits and Maintenance        TLMC/         C            4     90
      Checks/Service Limits and          SLMC
      Maintenance Checks
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Tool and Equipment Drawings        TED           E            AN    360
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Tool and Equipment Drawing Index   TEI           E            AN    360
*     Index
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Trouble Shooting Manual            TSM           C            4     90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Aircraft Documentation             ADRES         C            4     90
--------------------------------------------------------------------------------
</Table>

----------
(3)   Supplied by the Propulsion Systems manufacturer.


                                                                       Exh. F-14
<Page>

<Table>
<Caption>
--------------------------------------------------------------------------------
MANUALS AVAILABLE                        ABBR   FORM   TYPE   QTY.  REV   DELIV.
(DETAILED)
--------------------------------------------------------------------------------
<S>                                      <C>    <C>    <C>    <C>   <C>   <C>
--------------------------------------------------------------------------------
*     Retrieval System
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Computer Assisted Aircraft         CAATS         C            4     90
*     Troubleshooting
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Time Limits and Maintenance        TLMC          C            4     90
      Checks
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
3.    MISCELLANEOUS PUBLICATIONS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Airplane Characteristics for       AC            E            AN    360
*     Airport Planning
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Aircraft Recovery Manual           ARM           E            AN    90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
      Crash Crew Chart                   CCC           E            AN    180
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Guidelines for Customer            GCOC          E            AN    0
      Originated Changes
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     List of Radioactive and            LRE           E            AN    90
      Hazardous Elements
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     List of Applicable Publications    LAP           C            4     90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
</Table>


                                                                       Exh. F-15
<Page>

<Table>
<Caption>
--------------------------------------------------------------------------------
MANUALS AVAILABLE                        ABBR   FORM   TYPE   QTY.  REV   DELIV.
(DETAILED)
--------------------------------------------------------------------------------
<S>                                      <C>    <C>    <C>    <C>   <C>   <C>
--------------------------------------------------------------------------------
+     Livestock Transportation           LTM           E            AN    90
      Manual
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Service Bulletins                  SB            C            AN    0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Service Bulletin Index             SBI           E            AN    90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Service Information Letters        SIL           E            AN    0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Technical Publications             TPCI          C            AN    90
*     Combined Index
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Transportability Manual            TM            E            AN    90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
      Supplier Product Support           SPSA          E            AN    360
      Agreements (SPSA)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
*     Vendor Information Manual          VIM           E            AN    360
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Vendor Information Manual          VIM\          E            AN    360
*     GSE                                GSE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
4.    OPERATIONAL MANUALS AND DATA
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
</Table>


                                                                       Exh. F-16
<Page>

<Table>
<Caption>
--------------------------------------------------------------------------------
MANUALS AVAILABLE                        ABBR   FORM   TYPE   QTY.  REV   DELIV.
(DETAILED)
--------------------------------------------------------------------------------
<S>                                      <C>    <C>    <C>    <C>   <C>   <C>
--------------------------------------------------------------------------------
+     Check                              CL/QRH        C            AN    90
      List/Abnormal/Emergency/
      Quick Reference Handbook
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     FAA Approved Flight Manual         AFM           C            AN    0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Flight Crew Operating Manual       FCOM          C            AN    90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Master Minimum Equipment           MMEL          E            AN    90
      List
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Performance Engineering Program    PEP           E            AN    90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Performance Program Manual         PPM           E            AN    90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Weight and Balance Manual          WBM           C            AN     0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
5.    OVERHAUL DATA

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Cable Fabrication Manual           CFM           E            AN    90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Component Documentation            CDS           C            AN    180
*     Status
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</Table>


                                                                       Exh. F-17
<Page>

<Table>
<Caption>
--------------------------------------------------------------------------------
MANUALS AVAILABLE                        ABBR   FORM   TYPE   QTY.  REV   DELIV.
(DETAILED)
--------------------------------------------------------------------------------
<S>                                      <C>    <C>    <C>    <C>   <C>   <C>
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Component Evolution List(4)        CEL           E            AN    180
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Component Maintenance              CMMM          E            AN    180
*     Manual Airframe Manufacturer
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Component Maintenance              CMMV   P2     E      10    AN    180
      Manual Vendor
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

6.    STRUCTURAL MANUALS

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Nondestructive Testing Manual      NTM           E            4     90
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
+     Structural Repair Manual           SRM           E            4     90
--------------------------------------------------------------------------------
</Table>

----------
(4)   Component evaluation list.


                                                                       Exh. F-18
<Page>

                                                         APPENDIX 1 TO EXHIBIT F

             LICENSE FOR USE OF THE PERFORMANCE ENGINEER'S PROGRAMS

1.    GRANT

      The Seller grants the Buyer the right to use the Performance Engineer's
      Program (PEP) in machine-readable form during the term of this license on
      a single computer.

      Use of the PEP in readable form will be limited to one (1) copy other than
      the copies contained in the single computer and copies produced for
      checkpoint and restart purposes or additional copies made with the consent
      of the Seller for a specific need.

2.    MERGING

      The PEP may be used and adapted in machine-readable form for the purpose
      of merging it into other program material of the Buyer but on termination
      of this Agreement; the PEP will be removed from the other program material
      with which it has been merged.

      The Buyer agrees to reproduce the copyright and other notices as they
      appear on or within the original media on any copies, which the Buyer
      makes of the PEP.

3.    PERSONAL LICENSE

      The above-described license is personal to the Buyer, non-transferable and
      non-exclusive.

4.    INSTALLATION

      It is the Buyer's responsibility to install the PEP and to perform any
      merging and checks. The Seller will however assist the Buyer's operations
      engineers in the initial phase following the delivery of the PEP until
      such personnel reach the familiarization level required to make inputs and
      correlate outputs.

5.    PROPRIETARY RIGHTS AND NONDISCLOSURE

5.1   The PEP and the copyright and other proprietary rights of whatever nature
      in the PEP are and will remain with the Seller. The PEP and its contents
      are designated as confidential.

5.2   The Buyer undertakes not to disclose the PEP or parts thereof and its
      contents to any third party without the prior written consent of the
      Seller. In so far as it is necessary to disclose aspects of the PEP to
      employees, such disclosure is permitted


                                                                Exh. F, App. 1-1
<Page>

      only for the purpose for which the PEP is supplied and only to the
      employee who needs to know the same.

6.    CONDITIONS OF USE

6.1   The Seller does not warrant that the PEP will not contain errors. However,
      should the PEP be found to contain any error within thirty (30) days of
      delivery, the Buyer will notify the Seller promptly thereof and the Seller
      will take all proper steps to correct the same at its own expense.

6.2   The Buyer will ensure that the PEP is correctly used in appropriate
      machines as indicated in the Performance Programs Manual (PPM) and that
      staff are properly trained to use the same, to trace and correct running
      faults, to restart and recover after fault and to operate suitable checks
      for accuracy of input and output.

6.3   It is understood that the PPM is the user's guide of the PEP and the Buyer
      will undertake to use the PEP in accordance with the PPM.

6.4   THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND REMEDIES OF
      THE BUYER SET FORTH IN THIS LICENCE ARE EXCLUSIVE AND IN SUBSTITUTION FOR.
      AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES,
      OBLIGATIONS AND LIABILITIES OF THE SELLER AND THE RIGHTS, CLAIMS OR
      REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY
      LAW OR OTHERWISE, WITH RESPECT TO ANY NON CONFORMITY OR DEFECT IN THE PEP
      DELIVERED UNDER THIS LICENCE.

7.    DURATION

      The rights under this license will be granted to the Buyer as long as the
      buyer operates a Seller's Aircraft model to which the PEP refers. When the
      Buyer stops operating said Aircraft model, the Buyer will return the PEP
      and any copies thereof to the Seller, accompanied by a notice certifying
      that the Buyer has returned all existing copies.


                                                                Exh. F, App. 1-2
<Page>

                                                         APPENDIX 2 TO EXHIBIT F

                           LICENSE FOR USE OF CD-ROM

1.    GRANT

1.1   The Seller grants the Buyer the right to use the Aircraft Documentation
      Retrieval System (ADRES) and/or the Computer Assisted Aircraft Trouble
      Shooting (CAATS) on CD-ROM for the term of this License. Use of ADRES
      and/or CAATS will be limited to the number of copies defined between the
      panics.

      FOR CLARIFICATION, IT IS HEREBY STATED RUM THE POWER PLANT IPC IS NOT PART
      OF THE ELECTRONIC IPC AND IS ONLY AVAILABLE ON OTHER MEDIA (PAPER OR
      FILM).

1.2   The above grant will be free of charge for as long as the revisions of
      CAATS and ADRES are free of charge in accordance with Clause 14. At the
      end of such period(s) license fees will be charged to the Buyer at the
      price stated in the then current Seller's Customer Services Catalog.

2.    TERM

      The rights under the License will be granted from the date of first
      delivery of ADRES and/or CAATS as long as the Buyer operates the Aircraft
      or until a replacement product will be provided by the Seller, whichever
      occurs first. Within thirty (30) days of termination, the Buyer will
      return ADRES and/or CAATS and all copies thereof to the Seller.

3.    REVISION SERVICE

      The Seller will provide revision service for ADRES and/or CAATS during the
      term. The revision service will be based on the revision service, which
      the Seller provides for the documentation in paper or film format.

      ADRES and/or CAATS CD-ROM will be revised concurrently with the paper and
      film deliveries. Temporary revisions will be provided in digital format
      under the form of 3-1/2 floppy disk. The retrieval software for such
      temporary revisions will be embodied on the CAATS and ADRES CD-ROM.

4     PERSONAL LICENSE

      The License is personal to the Buyer, nontransferable and nonexclusive.
      The Buyer will not permit any third party to use ADRES and/or CAATS. nor
      will it transfer or sublicense ADRES and/or CAATS to any third party,
      without prior written consent from the Seller.


                                                                Exh. F, App. 2-1
<Page>

5.    INSTALLATION

      The Seller will provide the list of hardware on which ADRES and/or CAATS
      will be installed. The Buyer will be responsible for procuring such
      hardware and installing ADRES and/or CAATS.

6.    PROPRIETARY RIGHTS

      ADRES and/or CAATS are proprietary to the Seller and the copyright and all
      other proprietary rights in ADRES and/or CAATS are and will remain the
      property of the Seller.

7.    COPYRIGHT INDEMNITY

      The Seller will defend and indemnify the Buyer against any claim that the
      normal use of ADRES and/or CAATS infringes the intellectual property
      rights of any third party, provided that the Buyer

      (i)   immediately notifies the Seller of any such claim;
      (ii)  makes no admission or settlement of any claim;
      (iii) allows the Seller to have sole control of all negotiations for its
            settlement;
      (iv)  gives the Seller all reasonable assistance in connection therewith.

8.    CONFIDENTIALITY

      ADRES and/or CAATS and their contents are designated as confidential. The
      Buyer undertakes not to disclose ADRES and/or CAATS or parts thereof to
      any third party without the prior written consent of the Seller. In so far
      as it is necessary to disclose aspects of ADRES and/or CAATS to the
      employees, such disclosure is permitted solely for the purpose for which
      ADRES and/or CAATS are supplied and only to those employees who need to
      know the same.

9.    CONDITIONS OF USE

9.1   The Buyer will not make any copies of ADRES and/or CAATS, except for
      installation purposes.

9.2   The Seller does not warrant that the operation of ADRES and/or CAATS will
      be error free. In the event of an error occurring within thirty (30) days
      of delivery, the sole and exclusive liability of the Seller will be, at
      its expense, to correct ADRES and/or CAATS in the following revision.

9.3   THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND REMEDIES OF
      THE BUYER SET FORTH IN THIS LICENCE ARE EXCLUSIVE AND IN SUBSTITUTION FOR,
      AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES,


                                                                Exh. F, App. 2-2
<Page>

      OBLIGATIONS AND LIABILITIES OF THE SELLER AND THE RIGHTS, CLAIMS OR
      REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY
      LAW OR OTHERWISE, WITH RESPECT TO ANY NON CONFORMITY OR DEFECT IN THE
      ADRES AND/OR CAATS DELIVERED UNDER THIS LICENCE.

10.   TRAINING

      In addition to the user guide supplied with ADRES and/or CAATS, training
      and other assistance may be provided on the Buyer's request at conditions
      to be mutually agreed.

11.   REPLACEMENT OF PRODUCT

      For clarification purposes it is hereby expressly stared that ADRES and/or
      CAATS will be offered for a limited time period, not exceeding the term of
      this License. In the event that the Seller should offer a replacement
      product, the conditions for using such product will be subject to a
      separate agreement.


                                                                Exh. F, App. 2-3
<Page>

                                                                       EXHIBIT G

                        AIRFRAME PRICE REVISION FORMULA

1.    BASE PRICE

      The Base Price of the Airframe is as quoted in Clause 3.1.1 of the
      Agreement.

2.    BASE PERIOD

      The above Base Price has been established in accordance with the averaged
      economic conditions prevailing in December 1997/January 1998/February 1998
      and corresponding to theoretical delivery conditions prevailing in January
      1999 as defined by ECIb and ICb index values indicated in Paragraph 4 of
      this Exhibit G.

      This Base Price is subject to adjustment for changes in economic
      conditions as measured by data obtained from the US Department of Labor,
      Bureau of Labor Statistics, and in accordance with the provisions of
      Paragraphs 4 and 5 of this Exhibit G.

      ECIb and ICb index values indicated in Paragraph 4 of this Exhibit G will
      not be subject to any revision of these indexes.

3.    REFERENCE INDEXES

      LABOR INDEX: Published quarterly by the US Department of Labor, Bureau of
      Labor Statistics, in "News" (Table 6: "Employment Cost Index for wages and
      salaries for private industry workers by industry and occupational group"
      (NOT SEASONALLY ADJUSTED), or such other names that may be from time to
      time used for the publication title and/or table. The index is found under
      aircraft manufacturing with a standard industrial classification code of
      SIC 3721 and hereinafter is referred to as "ECI-SIC-3721W" (Base month and
      year June l989 = 100).

      MATERIAL INDEX: "Industrial Commodities" (hereinafter referred to as
      "IC-Index"), published monthly by the US Department of Labor, Bureau of
      Labor Statistics, in "PPI Detailed Report" (Table 6: Producer prices
      indexes and percent changes for commodity groupings and individual items,
      not seasonally adjusted) (Base year 1982 = 100) or such other names which
      may be from time to time used for the publication title and/or table.


                                                                        Exh. G-1
<Page>

4.    REVISION FORMULA

      Pn    =     (Pb + F) ([****] ECIn/ECIb + [****] ICn/ICb)

      Where

      Pn    =     Revised Base Price of the Airframe.

      Pb    =     Base Price of the Airframe at economic conditions December
                  1997/January 1998/February 1998 averaged (January 1999
                  delivery conditions).

      F     =     (0.005 x N x Pb) Where N = The calendar year of delivery of
                  the Aircraft minus 1999.

      ECIn  =     The arithmetic average of the latest published values
                  available at the date of Aircraft delivery for ECI-SIC-3721W
                  for the 11th, 12th and 13th months prior to the month of
                  delivery of the Aircraft (1 decimal), where the quarterly
                  value for the third month of a quarter (March, June, September
                  and December) will be deemed to apply for the two preceding
                  months).

      ECIb  =     ECI-SIC-3721W for December 1997/January 1998/February 1998
                  averaged (= 134.7).

      ICn   =     The arithmetic average of the latest published values
                  available at the date of Aircraft delivery for the IC-Index
                  for the 11th. 12th and 13th months prior to the month of
                  delivery of the Aircraft (1 decimal),

      ICh   =     IC-Index for December 1997/January 1998/February 1998 averaged
                  (=126.1).

In determining the Revised Base Price at delivery of the Aircraft, each quotient
will be calculated to the nearest ten thousandth (4 decimals). If the next
succeeding place is five (5) or more, the preceding decimal place will be raised
to the next higher figure. The final factor will he rounded to the nearest ten
thousandth (4 decimals). After final computation, Pn will be rounded to the next
whole number (0.5 or more rounded to 1).


                                                                        Exh. G-2
----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.

<Page>

5.    GENERAL PROVISIONS

5.1   SUBSTITUTION OF INDEXES

      In the event that:

      (i)   the U.S. Department of Labor substantially revises the methodology
            of calculation of any of the indexes referred to hereabove, or

      (ii)  the U.S. Department of Labor discontinues, either temporarily or
            permanently, any of the indexes referred to hereabove, or

      (iii) the data samples used to calculate any of the indexes referred to
            hereabove are substantially changed,

      the Seller will select a substitute index,

      Such substitute index will reflect as closely as possible the actual
      variations of the wages or of the material costs, as the case may be, used
      in the calculation of the original index.

      As a result of this selection of a substitute index, the Seller will make
      an appropriate adjustment to its price revision formula, allowing to
      combine the successive utilization of the original index and of the
      substitute index.

5.2   FINAL INDEX VALUES

      The Revised Base Price at the date of Aircraft delivery will be final and
      will not be subject to further adjustments of any kind and for any reason
      to the applicable indexes as published at the date of Aircraft delivery.


                                                                        Exh. G-3
<Page>

                                                                       EXHIBIT H

      INTERNATIONAL AERO ENGINES PRICE REVISION FORMULA

1.    REFERENCE PRICE

      The Reference Price of the Propulsion Systems is as quoted in Clause 3.1.2
      of the Agreement.

      This Reference Price is valid for Aircraft delivered no later than
      December 31, 2005, and is subject to adjustment for changes in economic
      conditions as measured by data obtained from the US Department of Labor,
      Bureau of Labor Statistics, and in accordance with the provisions of
      Paragraphs 4 and 5 of this Exhibit H.

2.    REFERENCE PERIOD

      The above Reference Price has been established in accordance with thc
      economic conditions prevailing in September 1996 (or January 1997
      theoretical delivery conditions) as defined, according to International
      Aero Engines, by the HEb, MMPb and EPb index values indicated in Paragraph
      4 of this Exhibit H.

3.    INDEXES

      LABOR INDEX: "Aircraft Engines and Engine Parts," Standard Industrial
      Classification 3724--Average hourly earnings (hereinafter referred to as
      "HE SIC 3724"), published by the US Department of Labor, Bureau of Labor
      Statistics, in "Employment and Earnings," (Table B-15: Average hours and
      earnings of production or nonsupervisory workers on private nonfarm
      payrolls by detailed industry) or such other names which may be from time
      to time used for the publication title and/or table.

      MATERIAL INDEX: "Metals and Metal Products" Code 10 (hereinafter referred
      to as "MMP-Index"), published monthly by the US Department of Labor,
      Bureau of Labor Statistics, in "PPI Detailed Report" (Table 6: Producer
      prices indexes and percent changes for commodity groupings and individual
      items, not seasonally adjusted) (Base year 1982 = 100) or such other names
      which may be from time to time used for the publication title and/or
      table.

      ENERGY INDEX: "Fuels and Related Products and Power" Code 5 (hereinafter
      referred to as "EP-Index"), published monthly by the US Department of
      Labor, Bureau of Labor Statistics, in "PPI Detailed Report" (Table 6:
      Producer prices indexes and percent changes for commodity groupings and
      individual items, not seasonally adjusted) (Base year 1982 = 100) or such
      other names which may be from time to time used for the publication title
      and/or table.


                                                                        Exh. H-1
<Page>

4.    REVISION FORMULA

      Pn    =     Pb [([****] HEn)/HEb + ([****] MMPn)/MMPb + ([****] EPn)/EPb]

      Where

      Pn    =     Revised Reference Price of a set of two (2) Propulsion Systems
                  at delivery of the Aircraft.

      Pb    =     Reference Price at September 1996 economic conditions.

      HEn   =     HE SIC 3724 for the fourth month prior to the month of
                  delivery of the Aircraft.

      HEb   =     HE SIC 3724 for September 1996 (= 18.40)

      MMPn  =     MMP-Index for the fourth month prior to the month of delivery
                  of the Aircraft.

      MMPb  =     MMP-Index for September 1996 (= 130.0)

      EPn   =     EP-Index for the fourth month prior to the month of delivery
                  of the Aircraft.

      EPb   =     EP-Index for September 1996 (= 87.1)

      In determining the Revised Reference Price each quotient (([****]
      HEn)/HEb, ([****] MMPn)/MMPb, ([****] EPn)/EPb) will be calculated to the
      nearest ten thousandth (4 decimals). If the next succeeding place is
      five (5) or more the preceding decimal place will be raised to the next
      higher figure.

      After final computation, Pn will be rounded to the next whole number (0.5
      or more rounded to 1).


                                                                        Exh. H-2

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

<Page>

5.    GENERAL PROVISIONS

5.1   The Revised Reference Price at delivery of the Aircraft will be the final
      price and will not be subject to further adjustments in the indexes.

5.2   If no final index value is available for any of the applicable months, the
      published preliminary figures will be the basis on which the Revised
      Reference Price will be computed.

5.3   If the US Department of Labor substantially revises the methodology of
      calculation of the indexes referred to in this Exhibit H or discontinues
      any of these indexes, the Seller will, in agreement with International
      Aero Engines, the Propulsion Systems manufacturer, apply a substitute for
      the revised or discontinued index, such substitute index to lead in
      application to the same adjustment result, insofar as possible, as would
      have been achieved by continuing the use of the original index as it may
      have fluctuated had it not been revised or discontinued.

5.4

      Appropriate revision of the formula will be made to accomplish this
      result.

5.4   Should the above escalation provisions become null and void by action of
      the US Government, the Reference Price will be adjusted to reflect
      increases in the cost of labor, material and fuel which have occurred from
      the period represented by the applicable Reference Price Indexes to the
      fourth month prior to the scheduled delivery of the Aircraft.

5.5   The Revised Reference Price at delivery of the Aircraft in no event will
      be less than the Reference Price defined in Paragraph 1 of this Exhibit H.


                                                                        Exh. H-3

<Page>

                                Amendment No. 1

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

                                    Between

                                 AVSA, S.A.R.L.

                                      And

                          JetBlue Airways Corporation

This amendment No. 1 (hereinafter referred to as the "Amendment") is entered
into as of September 30th 1999, between AVSA, S.A.R.L., a societe a
reponsabilite limitee 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 at 6322 South 3000 East, Suite L-201, Salt Lake City, UT 84121,
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 Industrie A320-200 aircraft (the "Aircraft") which,
together with all Exhibits, Appendixes and Letter Agreements attached thereto is
hereinafter called the "Agreement."

WHEREAS, the Seller and the Buyer have agreed to amend Clause 9 and Clause 21 of
the Agreement.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS
<Page>

1.    DEFINITIONS

      Capitalized terms used herein and not otherwise defined herein shall 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.    CLAUSE 9

      The delivery schedule for the Firm Aircraft No 5 described in Clause 9.1.1
      of the Agreement, which reads "[****] 2000" is hereby canceled and
      replaced by the following quoted provisions:

      QUOTE

      [****] 2000

      UNQUOTE

3.    CLAUSE 21

      The first line of Clause 21.1.1(11) of the Agreement, which reads "The
      Buyer fails to meet any one of the following conditions:" is hereby
      canceled and replaced by the following quoted provisions:

      QUOTE

      Any one of the following conditions obtains:

      UNQUOTE

4.    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. Both parties agree that this
      Amendment shall 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 shall govern.

5.    CONFIDENTIALITY

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


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


                                    Amdt 1-2
<Page>

If the foregoing correctly sets forth our understanding, please indicate your
acceptance by signing in the space provided below.

                                        Very truly yours,

                                        AVSA, S.A.R.L.


                                        By: /s/ Michele LASCAUX
                                            ------------------------------------

                                        Its: Director Contracts
                                             -----------------------------------

Accepted and Agreed,

JETBLUE AIRWAYS CORPORATION


By: /s/ Thomas E. Kelly
    --------------------------

Its: EXECUTIVE VICE PRESIDENT
     -------------------------


                                    Amdt 1-3
<Page>

                                Amendment No. 2

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

                                    Between

                                 AVSA, S.A.R.L.

                                      And

                          JetBlue Airways Corporation

This Amendment No. 2 (the "Amendment") is entered into as of March 13 2000,
between AVSA, S.A.R.L., a societe a responsabilite limitee 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 (the "Seller"),
and JetBlue Airways Corporation, a corporation organized and existing under the
laws of the State of Delaware, USA, having its principal corporate offices
located at 80-02 Kew Gardens Road, 6th Floor, Kew Gardens, New York, 11415 USA
(the "Buyer").

                                   WITNESSETH

WHEREAS, the Buyer and Seller have entered into an Airbus A320 Purchase
Agreement dated as of April 20, 1999, which, together with all Exhibits,
Appendixes and Letter Agreements attached thereto and as amended by Amendment
No. 1 dated as of September 30, 1999 (the "Agreement"), covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain Airbus
Industrie A320-200 aircraft (the "Buyer's Aircraft"), under the terms and
conditions set forth in said Agreement,

WHEREAS, the Buyer has leased or will lease from certain lessors Airbus
Industrie A320 aircraft (the "Leased Aircraft"),

WHEREAS, the Buyer intends to install satellite television systems, which
systems will include, but not be limited to, antennas, radomes, equipment racks,
and cabin screens ("LiveTV") on certain of the Buyer's Aircraft and the Leased
Aircraft (such Buyer's Aircraft and Leased Aircraft, the "Aircraft"),

WHEREAS, as a result of the Buyer's decision to install LiveTV on the Aircraft,
the Buyer and Seller have agreed to set forth in this Amendment certain
additional terms and conditions, amendments to Clause 12.2 of the Agreement and
Letter Agreement No. 7 to the Agreement.
<Page>

NOW, THEREFORE, IT IS AGREED AS FOLLOWS

1.    DEFINITIONS

      Capitalized terms used herein and not otherwise defined in this Amendment
      will have the meanings assigned thereto in the Agreement. The terms
      "herein", "hereof" and "hereunder" and words of similar import refer to
      this Amendment.

2.    ADDITIONAL TERMS AND CONDITIONS

2.1   SELLER'S REPORT

2.1.1 The Buyer and Seller agree to certain terms and conditions under which the
      Seller has purchased or will purchase from the Manufacturer for sale to
      the Buyer structural substantiation reports (the "Reports") that are
      limited to the impact of LiveTV on the Aircraft structures around the:

            (i)   antenna radome attachments, and

            (ii)  electronic rack in the cargo hold.

2.1.2 The Buyer acknowledges that the Report is limited to an analysis of:

            (i)   stress,

            (ii)  fatigue life and damage/tolerance, and

            (iii) repercussions on the maintenance program.

2.1.3 The Seller's involvement in the FAA supplemental type certificate
      certifying the installation and operation of LiveTV (the "STC") is limited
      to the provision of the Reports.

2.1.4 The Buyer further acknowledges that in preparing the Reports, the Seller
      has relied on data provided by the Buyer, which the Seller has not
      independently verified.

2.2   PRICE AND PAYMENT

2.2.1 PRICE

      The price for the Report (the "Price") is USD [****].

2.2.2 PAYMENT TERMS


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


                                                                               2
<Page>

      Upon receipt of an invoice, the Buyer will pay the Price in immediately
      available funds in United States dollars to Credit Lyonnais, [****]
      for transfer by Credit Lyonnais to the Seller's account with Credit
      Lyonnais [****], or such other account as may be designated by the
      Seller.

2.3   INSTALLATION

      The Buyer and the Seller agree that the Seller will bear no responsibility
      whatsoever for any costs pertaining or related to the installation or
      operation of LiveTV.

3.    AMENDMENTS

3.1   CLAUSE 12.2

3.1.1 The Service Life Policy as described in Clause 12.2 of the Agreement is
      hereby amended by the addition of the following quoted provision as Clause
      12.2.6:

      QUOTE

      12.2.6 The Buyer agrees that if a Failure occurs in an Item and the Seller
             determines that the cause of the Failure is attributable to any
             component of the satellite television systems, including, but not
             limited to, antennas, radomes, equipment racks, and cabin screens
             that are installed on the Aircraft ("LiveTV") or the installation
             thereof:

                  (i)   the Seller will have no obligation whatsoever to design
                        or furnish a correction or replace the Item, and

                  (ii)  Clause 12.2.2 and Clause 12.2.3 will not apply to such
                        Failure.

      UNQUOTE

3.2   LETTER AGREEMENT NO. 7

3.2.1 Clause 4.6 of Letter Agreement No. 7 to the Agreement, which lists the
      Excluded Delays to the dispatch reliability guarantee, is hereby amended
      by the addition of the following quoted provision as Section 10 and
      Section 11:

      QUOTE

      (10)  Delays attributable to the malfunction of any component of the
            satellite television systems, including, but not limited to,
            antennas, radomes, equipment racks, and cabin screens that are
            installed on the Aircraft ("LiveTV").


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


                                                                               3
<Page>

      (11)  Delays attributable to the performance of the Aircraft or Aircraft
            Systems due to the installation or operation of LiveTV.

      UNQUOTE

4.    WARRANTY AND INDEMNITY

4.1   THE SELLER MAKES NO WARRANTY OF ANY KIND OR NATURE WITH RESPECT TO THE
      REPORT SUPPLIED HEREUNDER, AND THE BUYER HEREBY WAIVES, RELEASES AND
      RENOUNCES ALL RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER,
      WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR
      OTHERWISE, WITH RESPECT TO THE DESIGN, INSTALLATION, OPERATION OR EFFECT
      OF LIVETV.

      In consideration of the Seller's provision of the Report under this
      Amendment, the Buyer hereby forever releases the Seller, its affiliates,
      assigns, agents, representatives and employees from any and all
      obligations, claims, losses, liabilities, costs, expenses and damages with
      respect to the:

            (i)   issuance of the STC,

            (ii)  installation of LiveTV in or on the Aircraft,

            (iii) performance of LiveTV, and

            (iv)  performance of the Aircraft as a result of the installation or
                  operation of LiveTV.

4.2   The Buyer will indemnify and hold the Seller, its affiliates, agents,
      representatives and employees harmless from and against all losses,
      liabilities, costs, expenses and damages, including court costs and
      reasonable attorney's fees, arising from claims by third parties for
      personal injuries and/or death and/or property damage arising out of the:

            (i)   issuance of the STC,

            (ii)  installation of LiveTV in or on the Aircraft,

            (iii) performance of LiveTV, and

            (iv)  performance of the Aircraft as a result of the installation or
                  operation of LiveTV.


                                                                               4
<Page>

5.    EFFECT OF THE AMENDMENT

      The Agreement will be deemed to be 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 said Agreement, and be governed by its provisions,
      except that if the Agreement and this Amendment have specific provisions
      that are inconsistent, the specific provisions in this Amendment will
      govern.

6.    CONFIDENTIALITY

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

7.    SEVERABILITY

      In the event that any provision of this Amendment should for any reason be
      held to be without effect, the remainder of this Amendment will remain in
      full force and effect. To the extent permitted by applicable law, each
      party hereto hereby waives any provision of law that renders any provision
      of this Amendment prohibited or unenforceable in any respect.

8.    HEADINGS

      All headings in this Amendment are for convenience of reference only and
      do not constitute a part of this Amendment.

9.    COUNTERPARTS

      This Amendment may be executed by the parties hereto in separate
      counterparts, each of which when so executed and delivered will be an
      original, but all such counterparts will together constitute but one and
      the same instrument.


                                                                               5
<Page>

      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/ Michele Lascaux
                                               ------------------------
                                               MICHELE LASCAUX

                                       Its:    Director Contracts
                                               ------------------------

                                       Date:   March 13, 2000
                                               ------------------------


                                       JETBLUE AIRWAYS CORPORATION


                                       By: /s/ T. E. Anderson
                                            -------------------------

                                       Its: VICE PRESIDENT
                                            -------------------------

                                       Date: March 18, 2000
                                            -------------------------


                                                                               6
<Page>

                                 Amendment No. 3

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

                                     between

                                 AVSA, S.A.R.L.

                                       and

                           JetBlue Airways Corporation

This Amendment No. 3 (hereinafter referred to as the "Amendment") is entered
into as of March 29, 2000, between AVSA, S.A.R.L., a societe a responsabilite
limitee 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 80-02 Kew Gardens Road, 6th Floor, Kew Gardens, New York 11415 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 Industrie 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, and Amendment No. 2, dated as
of March 13, 2000, is hereinafter called the "Agreement."

WHEREAS, the Buyer desires to exercise its option to firmly order certain Option
Aircraft.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS


                                                                      AM No. 3-1
<Page>

1.    DEFINITIONS

      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 hereby exercises its option under Paragraph 2.1 of Letter-
      Agreement No. 4 to the Agreement to firmly order Option Aircraft Nos. 26,
      27, 28, 47, 48, 49 and 50 (the "Firmly Ordered Option Aircraft"). Further,
      the Buyer and the Seller agree to [****].

2.2   In accordance with Paragraph 3.1 of Letter Agreement No. 4 to the
      Agreement, as a consequence of the Buyer's exercising its option to firmly
      order seven (7) Option Aircraft, the Seller offers the Buyer delivery
      positions for seven (7) A320 Additional Option Aircraft.

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

      QUOTE

<Table>
<S>                                                        <C>         <C>
            Firm Aircraft No 1                             [****]      2000
            Firm Aircraft No 2                             [****]      2000
            Firm Aircraft No 3                             [****]      2000
            Firm Aircraft No 4                             [****]      2000
            Firm Aircraft No 5                             [****]      2000
            Firm Aircraft No 6                             [****]      2000
            Firm Aircraft No 7                             [****]      2001
            Firm Aircraft No 8                             [****]      2001
            Firm Aircraft No 9                             [****]      2001
            Firm Aircraft No 10                            [****]      2001
            Firm Aircraft No 11                            [****]      2001
            Firm Aircraft No 12                            [****]      2001
            Firm Aircraft No 13                            [****]      2002

            Firmly Ordered Option Aircraft No 14           [****]      2002

            Firm Aircraft No 15                            [****]      2002

            Firmly Ordered Option Aircraft No 16           [****]      2002
</Table>


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


                                                                      AM No. 3-2
<Page>

<Table>
<S>                                                         <C>         <C>
            Firm Aircraft No 17                             [****]      2002
            Firm Aircraft No 18                             [****]      2002
            Firm Aircraft No 19                             [****]      2002
            Firm Aircraft No 20                             [****]      2002
            Firm Aircraft No 21                             [****]      2002
            Firm Aircraft No 22                             [****]      2002
            Firm Aircraft No 23                             [****]      2003
            Firm Aircraft No 24                             [****]      2003
            Firm Aircraft No 25                             [****]      2003
            Firm Aircraft No 26                             [****]      2003
            Firm Aircraft No 27                             [****]      2003

            Firmly Ordered Option Aircraft No 28            [****]      2004
            Firmly Ordered Option Aircraft No 29            [****]      2004
            Firmly Ordered Option Aircraft No 30            [****]      2004
            Firmly Ordered Option Aircraft No 31            [****]      2004
            Firmly Ordered Option Aircraft No 32            [****]      2004

            Option Aircraft No 33                           [****]      2003
            Option Aircraft No 34                           [****]      2003
            Option Aircraft No 35                           [****]      2003
            Option Aircraft No 36                           [****]      2003
            Option Aircraft No 37                           [****]      2003
            Option Aircraft No 38                           [****]      2004
            Option Aircraft No 39                           [****]      2004
            Option Aircraft No 40                           [****]      2004
            Option Aircraft No 41                           [****]      2004
            Option Aircraft No 42                           [****]      2004
            Option Aircraft No 43                           [****]      2005
            Option Aircraft No 44                           [****]      2005
            Option Aircraft No 45                           [****]      2005
            Option Aircraft No 46                           [****]      2005
            Option Aircraft No 47                           [****]      2005
            Option Aircraft No 48                           [****]      2005
            Option Aircraft No 49                           [****]      2005
            Option Aircraft No 50                           [****]      2005

            A320 Additional Option Aircraft No 51           [****]      2005
            A320 Additional Option Aircraft No 52           [****]      2005
            A320 Additional Option Aircraft No 53           [****]      2006
            A320 Additional Option Aircraft No 54           [****]      2006
            A320 Additional Option Aircraft No 55           [****]      2006
</Table>


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


                                                                      AM No. 3-3
<Page>

<Table>
<S>                                                         <C>         <C>
            A320 Additional Option Aircraft No 56           [****]      2006
            A320 Additional Option Aircraft No 57           [****]      2006
</Table>

      UNQUOTE

2.4   [****]

3.    DEPOSIT

      In accordance with Paragraph 3 of Letter Agreement No. 4 to the Agreement,
      within thirty (30) days of signature of this Amendment, the Buyer will
      make a nonrefundable deposit of US$ [****] (US dollars--[****]) in
      respect of each of A320 Additional Option Aircraft Nos. 51 through 57.
      The Buyer's payment of these deposits will constitute acceptance of the
      delivery positions for these A320 Additional Option Aircraft.

4.    [****]

5.    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.


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


                                                                      AM No. 3-4
<Page>

      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.

6.    CONFIDENTIALITY

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

7.    ASSIGNMENT

      Notwithstanding any other provision of this Amendment or of the Agreement,
      Paragraph 4 of 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 7 will be void and of no force or effect.


                                                                      AM No. 3-5
<Page>

      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/ Michele Lascaux
                                               ------------------------
                                               MICHELE LASCAUX

                                       Its:    Director Contracts
                                               ------------------------

                                       Date:   March 29, 2000
                                               ------------------------

JETBLUE AIRWAYS CORPORATION


By: /s/ T. E. Anderson
    -------------------------

Its: VICE PRESIDENT
     -------------------------

Date: March 29, 2000
      -------------------------


                                                                      AM No. 3-6
<Page>

                                 Amendment No. 4

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

                                     between

                                 AVSA, S.A.R.L.

                                       and

                           JetBlue Airways Corporation

This Amendment No. 4 (hereinafter referred to as the "Amendment") is entered
into as of September 29th 2000, between AVSA, S.A.R.L., a societe a
responsabilite limitee 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 80-02 Kew Gardens Road, 6th floor, Kew Gardens, New York, 11415
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 Industrie A320-200 aircraft (the "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, and Amendment No. 3, dated as of March 29, 2000,
is hereinafter called the "Agreement".

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

NOW, THEREFORE, IT IS AGREED AS FOLLOWS


                                                                      AM No. 4-1
<Page>

1.    DEFINITIONS

      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 [****].

2.2   The seller will [****] subject to its industrial and commercial
      constraints to deliver August 2001 aircraft by the 10th of that month.

2.3   As a consequence of Paragraph 2.1 above, the delivery schedule set Forth
      in Clause 9.1.1 of the Agreement is hereby canceled and replaced by the
      following quoted provisions:

      QUOTE

<Table>
<Caption>
CAC ID NR  AIRCRAFT                               DELIVERY

<S>        <C>                                    <C>        <C>
41 199     Firm Aircraft N0 1                     [****]     2000
41 200     Firm Aircraft N0 2                     [****]     2000
41 203     Firm Aircraft No 3                     [****]     2000
41 201     Firm Aircraft N0 4                     [****]     2000
41 202     Firm Aircraft No 5                     [****]     2000
41 204     Firm Aircraft No 6                     [****]     2000
41 205     Firm Aircraft No 7                     [****]     2001
41 206     Firm Aircraft No 8                     [****]     2001
41 210     Firm Aircraft No 9                     [****]     2001
41 207     Firm Aircraft No 10                    [****]     2001
41 208     Firm Aircraft No 11                    [****]     2001
41 209     Firm Aircraft No 12                    [****]     2001
41 211     Firm Aircraft No 13                    [****]     2002
41 224     Firmly Ordered Option Aircraft No 14   [****]     2002
41 212     Firm Aircraft No 15                    [****]     2002
41 225     Firmly Ordered Option Aircraft No 16   [****]     2002
41 213     Firm Aircraft No 17                    [****]     2002
41 214     Firm Aircraft No 18                    [****]     2002
41 215     Firm Aircraft No 19                    [****]     2002
41 216     Firm Aircraft No 20                    [****]     2002
41 217     Firm Aircraft No 21                    [****]     2002
41 218     Firm Aircraft No 22                    [****]     2002
</Table>


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


                                                                      AM No. 4-2
<Page>

<Table>
<S>        <C>                                    <C>        <C>
41 219     Firm Aircraft No 23                    [****]     2003
41 220     Firm Aircraft No 24                    [****]     2003
41 221     Firm Aircraft No 25                    [****]     2003
41 222     Firm Aircraft No 26                    [****]     2003
41 223     Firm Aircraft No 27                    [****]     2003
41 226     Firmly Ordered Option Aircraft No 28   [****]     2004
41 245     Firmly Ordered Option Aircraft No 29   [****]     2004
41 246     Firmly Ordered Option Aircraft No 30   [****]     2004
41 247     Firmly Ordered Option Aircraft No 31   [****]     2004
41 248     Firmly Ordered Option Aircraft No 32   [****]     2004

41 227     Option Aircraft No 33                  [****]     2003
41 228     Option Aircraft No 34                  [****]     2003
41 229     Option Aircraft No 35                  [****]     2003
41 230     Option Aircraft No 36                  [****]     2003
41 231     Option Aircraft No 37                  [****]     2003
41 232     Option Aircraft No 38                  [****]     2004
41 233     Option Aircraft No 39                  [****]     2004
41 234     Option Aircraft No 40                  [****]     2004
41 235     Option Aircraft No 41                  [****]     2004
41 236     Option Aircraft No 42                  [****]     2004
41 237     Option Aircraft No 43                  [****]     2005
41 238     Option Aircraft No 44                  [****]     2005
41 239     Option Aircraft No 45                  [****]     2005
41 240     Option Aircraft No 46                  [****]     2005
41 241     Option Aircraft No 47                  [****]     2005
41 242     Option Aircraft No 48                  [****]     2005
41 243     Option Aircraft No 49                  [****]     2005
41 244     Option Aircraft No 50                  [****]     2005
69 719     A320 Additional Option Aircraft No 51  [****]     2005
69 720     A320 Additional Option Aircraft No 52  [****]     2005
69 721     A220 Additional Option Aircraft No 53  [****]     2006
69 722     A320 Additional Option Aircraft No 54  [****]     2006
69 723     A320 Additional Option Aircraft No 55  [****]     2006
69 724     A320 Additional Option Aircraft No 56  [****]     2006
69 725     A320 Additional Option Aircraft No 57  [****]     2006
</Table>

      UNQUOTE


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


                                                                      AM No. 4-3
<Page>

3.    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.

4.    CONFIDENTIALITY

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


                                                                      AM No. 4-4
<Page>

      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/ Francois Besnier
                                               ----------------------------
                                               FRANCOIS BESNIER

                                       Its:    AVSA CHIEF EXECUTIVE OFFICER
                                               ----------------------------

                                       Date:   September 29th, 2000
                                               ----------------------------

JETBLUE AIRWAYS CORPORATION


By: /s/ T. E. Anderson
    -------------------------

Its: VICE PRESIDENT
     -------------------------

Date: September 29, 2000
      ------------------------


                                                                      AM No. 4-5
<Page>

                                 Amendment No. 5

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

                                     between

                                 AVSA, S.A.R.L.

                                       and

                           JetBlue Airways Corporation

This Amendment No. 5 (hereinafter referred to as the "Amendment") is entered
into as of November 7, 2000, between AVSA, S.A.R.L, a societe a responsabilite
limitee 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 80-02 Kew Gardens Road, 6th Floor, Kew Gardens, New York 11415 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 Industrie A320-200 aircraft (the "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, and
Amendment No. 4, dated as of September 29, 2000, is hereinafter called the
"Agreement."

WHEREAS, the Seller and the Buyer have agreed to amend some Clauses of the
Agreement.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS


                                                                      AM No. 5-1
<Page>

1.    DEFINITIONS

      Capitalized items 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.    CLAUSE 0 - DEFINITIONS

      The definition of the term "Balance of the Final Contract Price" is
      deleted in its entirety and replaced by the following:

      QUOTE

      BALANCE OF THE FINAL CONTRACT PRICE - means the amount payable by the
      Buyer to the Seller on the Delivery Date for an Aircraft after deducting
      from the Final Contract Price for such Aircraft the amount of all
      Predelivery Payments received by the Seller from the Buyer in respect of
      such Aircraft on or before the Delivery Date for such Aircraft, [****].

      UNQUOTE

3.    [****]

3.1   PARAGRAPH 1

      The text of Paragraph 1 is hereby deleted in its entirety and replaced by
      the following quoted provisions:

      QUOTE

      [****]

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


JetBlue - A320 - AVSA                                                 AM No. 5-2

<Page>

      [****].

      UNQUOTE

3.2   PARAGRAPH 4

      Paragraph 4 shall be renumbered Paragraph 6,

3.3   NEW PARAGRAPH 4

      The text of the new Paragraph 4 is hereby given in the following quoted
      provisions:

      QUOTE

      4.    PAYMENT IN FULL

            Payment in full of the Notes, including principal, interest, overdue
            interest, costs and expenses of collection and any and all other
            amounts due in connection therewith, is the payment with respect to
            promissory notes included in the definition of Balance of the Final
            Contract Price as that term is used in Clause 5.4 of the Agreement.

      UNQUOTE

3.4   NEW PARAGRAPH 5

      The text of the new Paragraph 5 is hereby given in the following quoted
      provision:

      QUOTE

      5.    TERMINATION EVENTS

            Failure to make any payment when due with respect to any Note,
            whether of principal, interest, default interest, costs and expenses
            of collection or of any and all other amounts due in connection
            therewith, is a failure or event of the nature referred to in Clause
            21.1.1 (7) and Clause 21.1.1 (8) of the Agreement.

      UNQUOTE

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


                                                                      AM No. 5-3
<Page>

4.    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.

5.    CONFIDENTIALITY

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


                                                                      AM No. 5-4
<Page>

      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/ Francois Besnier
                                               ----------------------------
                                               FRANCOIS BESNIER

                                       Its:    AVSA CHIEF EXECUTIVE OFFICER
                                               ----------------------------

                                       Date:
                                               ----------------------------

JETBLUE AIRWAYS CORPORATION


By: /s/ [ILLEGIBLE]
    -------------------------

Its: VP & Treasurer
     -------------------------

Date: 11/7/00
      -------------------------


                                                                      AM No. 5-5
<Page>

                                 Amendment No. 6

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

                                     between

                                 AVSA, S.A.R.L.

                                       and

                           JetBlue Airways Corporation

This Amendment No. 6 (hereinafter referred to as the "Amendment") is entered
into as of November 20, 2000, between AVSA, S.A.R.L., a societe a responsabilite
limitee 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 80-02 Kew Gardens Road, 6th Floor, Kew Gardens, New York, 11415 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 Industrie A320-200 aircraft (the "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 and Amendment No. 5 dated as of
November 07, 2000, is hereinafter called the "Agreement".

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

NOW, THEREFORE, IT IS AGREED AS FOLLOWS


                                                                      AM No. 6-1
<Page>

1.    DEFINITIONS

      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 [****].

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

      QUOTE

<Table>
<Caption>
CAC ID NR  AIRCRAFT                                 DELIVERY
<S>        <C>                                      <C>         <C>
41 199     Firm Aircraft No 1                       [****]      2000
41 200     Firm Aircraft No 2                       [****]      2000
41 203     Firm Aircraft No 3                       [****]      2000
41 201     Firm Aircraft No 4                       [****]      2000
41 202     Firm Aircraft No 5                       [****]      2000
41 204     Firm Aircraft No 6                       [****]      2000
41 205     Firm Aircraft No 7                       [****]      2001
41 206     Firm Aircraft No 8                       [****]      2001
41 210     Firm Aircraft No 9                       [****]      2001
41 207     Firm Aircraft No 10                      [****]      2001
41 208     Firm Aircraft No 11                      [****]      2001
41 209     Firm Aircraft No 12                      [****]      2001
41 210     Firm Aircraft No 13                      [****]      2001
41 211     Firm Aircraft No 14                      [****]      2002
41 212     Firm Aircraft No 15                      [****]      2002
41 218     Firm Aircraft No 16                      [****]      2002
41 224     Firmly Ordered Option Aircraft No 17     [****]      2002
41 225     Firmly Ordered Option Aircraft No 18     [****]      2002
41 213     Firm Aircraft No 19                      [****]      2002
41 214     Firm Aircraft No 20                      [****]      2002
41 215     Firm Aircraft No 21                      [****]      2002
41 216     Firm Aircraft No 22                      [****]      2002
41 217     Firm Aircraft No 23                      [****]      2002
41 219     Firm Aircraft No 24                      [****]      2003
</Table>


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


                                                                      AM No. 6-2
<Page>

<Table>
<S>         <C>                                       <C>       <C>
41 220      Firm Aircraft No 25                       [****]    2003
41 221      Firm Aircraft No 26                       [****]    2003
41 222      Firm Aircraft No 27                       [****]    2003
41 223      Firm Aircraft No 28                       [****]    2003
41 226      Firmly Ordered Option Aircraft No 29      [****]    2004
41 245      Firmly Ordered Option Aircraft No 30      [****]    2004
41 246      Firmly Ordered Option Aircraft No 31      [****]    2004
41 247      Firmly Ordered Option Aircraft No 32      [****]    2004
41 248      Firmly Ordered Option Aircraft No 33      [****]    2004

41 227      Option Aircraft No 34                     [****]    2003
41 229      Option Aircraft No 35                     [****]    2003
41 230      Option Aircraft No 36                     [****]    2003
41 231      Option Aircraft No 37                     [****]    2003
41 232      Option Aircraft No 38                     [****]    2004
41 233      Option Aircraft No 39                     [****]    2004
41 234      Option Aircraft No 40                     [****]    2004
41 235      Option Aircraft No 41                     [****]    2004
41 236      Option Aircraft No 42                     [****]    2004
41 237      Option Aircraft No 43                     [****]    2005
41 238      Option Aircraft No 44                     [****]    2005
41 239      Option Aircraft No 45                     [****]    2005
41 240      Option Aircraft No 46                     [****]    2005
41 241      Option Aircraft No 47                     [****]    2005
41 242      Option Aircraft No 48                     [****]    2005
41 243      Option Aircraft No 49                     [****]    2005
41 244      Option Aircraft No 50                     [****]    2005
69 719      A320 Additional Option Aircraft No 51     [****]    2005
69 720      A320 Additional Option Aircraft No 52     [****]    2005
69 721      A320 Additional Option Aircraft No 53     [****]    2006
69 722      A320 Additional Option Aircraft No 54     [****]    2006
69 723      A320 Additional Option Aircraft No 55     [****]    2006
69 724      A320 Additional Option Aircraft No 56     [****]    2006
69 725      A320 Additional Option Aircraft No 57     [****]    2006
</Table>

      UNQUOTE

3.    PREDELIVERY PAYMENTS

      As a result of the rescheduling set forth in Paragraph 2.1, the Buyer will
      make to the Seller on signature of this Amendment all Predelivery Payments
      then due.


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


                                                                      AM No. 6-3

<Page>

4.    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.

5.    CONFIDENTIALITY

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


                                                                      AM No. 6-4
<Page>

      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/ Francois Besnier
                                               ------------------------
                                               FRANCOIS BESNIER

                                       Its:    AVSA CHIEF EXECUTIVE OFFICER
                                               ------------------------

                                       Date:   November 20, 2000
                                               ------------------------

JETBLUE AIRWAYS CORPORATION


By: /s/ T. E. Anderson
    -------------------------
   Thomas E. Anderson

Its: VICE PRESIDENT
     -------------------------

Date: November 20, 2000
      -------------------------


                                                                      AM No. 6-5
<Page>

                                 Amendment No. 7

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

                                     between

                                 AVSA. S.A.R.L.

                                       and

                           JetBlue Airways Corporation

This Amendment No. 7 (hereinafter referred to as the "Amendment") is entered
into as of January 25th, 2001, between AVSA, S.A.R.L. a societe a responsabilite
limitee 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 80-02 Kew Gardens Road, 6th Floor, Kew Gardens, New York 11415 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 Industrie 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 07, 2000,
and Amendment No. 6 dated as of November 20, 2000, is hereinafter called the
"Agreement."

WHEREAS, the Buyer desires to exercise its option to firmly order certain Option
Aircraft.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS

1.    DEFINITIONS

      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.


                                                                      AM No. 7-1
<Page>

2.    DELIVERY SCHEDULE

2.1   The Buyer hereby exercises its option under Paragraph. 2.1 of Letter
      Agreement No. 4 to the Agreement to firmly order Option Aircraft No. 34
      (the "Firmly Ordered Option Aircraft"). The Buyer and the Seller agree to
      [****].

2.2   In accordance with Paragraph 3.1 of Letter Agreement No. 4 to the
      Agreement, as a consequence of the Buyer's exercising its option to firmly
      order one (1) Option Aircraft, the Seller offers the Buyer delivery
      position for one (1) A320 Additional Option Aircraft.

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

      QUOTE

<Table>
<Caption>
CAC ID NR  AIRCRAFT                                  DELIVERY
<S>        <C>                                       <C>          <C>
41 199     Firm Aircraft No 1                        [****]       2000
41 200     Firm Aircraft No 2                        [****]       2000
41 203     Firm Aircraft No 3                        [****]       2000
41 201     Firm Aircraft No 4                        [****]       2000
41 202     Firm Aircraft No 5                        [****]       2000
41 204     Firm Aircraft No 6                        [****]       2000
41 205     Firm Aircraft No 7                        [****]       2001
41 206     Firm Aircraft No 8                        [****]       2001
41 210     Firm Aircraft No 9                        [****]       2001
41 207     Firm Aircraft No 10                       [****]       2001
41 208     Firm Aircraft No 11                       [****]       2001
41 209     Firm Aircraft No 12                       [****]       2001
41 228     Firmly Ordered Option Aircraft No 13      [****]       2001
41 211     Firm Aircraft No 14                       [****]       2002
41 212     Firm Aircraft No 15                       [****]       2002
41 218     Firm Aircraft NO 16                       [****]       2002
41 224     Firmly Ordered Option Aircraft No 17      [****]       2002
41 225     Firmly Ordered Option Aircraft No 18      [****]       2002
41 213     Firm Aircraft No 19                       [****]       2002
41 214     Firm Aircraft No 20                       [****]       2002
41 215     Firm Aircraft No 21                       [****]       2002
41 216     Firm Aircraft No 22                       [****]       2002
41 217     Firm Aircraft No 23                       [****]       2002
41 219     Firm Aircraft No 24                       [****]       2003
41 220     Firm Aircraft No 25                       [****]       2003
41 221     Firm Aircraft No 26                       [****]       2003
41 222     Firm Aircraft No 27                       [****]       2003
41 223     Firm Aircraft  No 28                      [****]       2003
41 226     Firmly Ordered Option Aircraft No 29      [****]       2004
41 245     Firmly Ordered Option Aircraft No 30      [****]       2004
</Table>


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


                                                                      AM No. 7-2
<Page>

<Table>
<S>        <C>                                       <C>          <C>
41 246     Firmly Ordered Option Aircraft No 31      [****]       2004
41 247     Firmly Ordered Option Aircraft No 32      [****]       2004
41 248     Firmly Ordered Option Aircraft No 33      [****]       2004

41 227     Option Aircraft No 34                     [****]       2003
41 229     Option Aircraft No 35                     [****]       2003
41 230     Option Aircraft No 36                     [****]       2003
41 231     Option Aircraft No 37                     [****]       2003
41 232     Option Aircraft No 38                     [****]       2004
41 233     Option Aircraft No 19                     [****]       2004
41 234     Option Aircraft No 40                     [****]       2004
41 235     Option Aircraft No 4l                     [****]       2004
41 236     Option Aircraft No 42                     [****]       2004
41 237     Option Aircraft No 43                     [****]       2005
41 238     Option Aircraft No 44                     [****]       2005
41 239     Option Aircraft No 45                     [****]       2005
41 240     Option Aircraft No 46                     [****]       2005
41 241     Option Aircraft No 47                     [****]       2005
41 242     Option Aircraft No 43                     [****]       2005
41 243     Option Aircraft No 49                     [****]       2005
41 244     Option Aircraft No 50                     [****]       2005
69 719     A320 Additional Option Aircraft No 5l     [****]       2005
69 720     A320 Additional Option Aircraft No 52     [****]       2005
69 721     A320 Additional Option Aircraft No 53     [****]       2006
69 722     A320 Additional Option Aircraft No 54     [****]       2006
69 723     A320 Additional Option Aircraft No 55     [****]       2006
69 724     A320 Additional Option Aircraft No 56     [****]       2006
69 725     A320 Additional Option Aircraft No 57     [****]       2006
96 459     A320 Additional Option Aircraft No 58     [****]       2006
</Table>

      UNQUOTE

2.4   The Buyer has requested that the Seller [****].

3.    PREDELIVERY PAYMENTS

      Upon signature of this Amendment, the Buyer will make to the Seller all
      the Predelivery Payments for the Firmly Ordered Option Aircraft. [****]


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


                                                                      AM No. 7-3
<Page>

4.    DEPOSIT

      In accordance with Paragraph 3 of Letter Agreement No. 4 to the Agreement,
      within thirty (30) days of signature of this Amendment, the Buyer will
      make a nonrefundable deposit of US$ [****] (US dollars---[****]) in
      respect of the A320 Additional Option Aircraft No. 58. The Buyer's
      payment of this deposit will constitute acceptance of the delivery
      position for this A320 Additional Option Aircraft.

5.    EFFECT OF THE AMENDMENT

      The Agreement will be deemed amended to the extent extent 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 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.

6.    CONFIDENTIALITY

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

7.    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 7 will be
      void and of no force or effect.


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


                                                                      AM No. 7-4
<Page>

      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/ Francois Besnier
                                               ------------------------
                                               FRANCOIS BESNIER

                                       Its:    AVSA CHIEF EXECUTIVE OFFICER
                                               ------------------------

                                       Date:   January 25, 2001
                                               ------------------------

JETBLUE AIRWAYS CORPORATION


By: /s/ T. E. Anderson
    -------------------------

Its: VICE PRESIDENT
     -------------------------

Date: January 18, 2001
      -------------------------


                                                                      AM No. 7-5
<Page>

                                Amendment No. 8

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

                                     between

                                 AVSA. S.A.R.L.

                                       and

                           JetBlue Airways Corporation

This Amendment No. 8 (hereinafter referred to as the "Amendment") is entered
into as of May 3, 2001, between AVSA, S.A.R.L., a societe a responsabilite
limitee 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 80-02 Kew Gardens Road, 6th Floor, Kew Gardens, New York 11415 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 Industrie 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 and Amendment No. 7 dated as of
January 29, 2001, is hereinafter called the "Agreement."

WHEREAS the Buyer desires to order thirty (30) incremental firmly ordered
aircraft, five (5) incremental option aircraft with assigned delivery dates and
thirteen (13) incremental option aircraft without delivery dates.


                                                                      AM No. 8-1
<Page>

      WHEREAS the Buyer and the Seller agree to modify and supplement certain of
      the terms and conditions of the Agreement.

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.

1.2   The definition of the term "Aircraft" is deleted in its entirety and
      replaced by the following:

      QUOTE

      AIRCRAFT - any or all firmly ordered aircraft, including the Firm
      Aircraft, or option aircraft, including the Option Aircraft, that have
      been converted to a firm order, to be sold by the Seller and purchased by
      the Buyer pursuant to this Agreement, together with all components,
      equipment, parts and accessories installed in or on such aircraft and the
      Propulsion Systems installed thereon on delivery.

      UNQUOTE

2.    DELIVERY SCHEDULE

2.1   The Seller hereby offers for sale and the Buyer hereby orders thirty (30)
      incremental firmly ordered A320-200 aircraft (the "New Firm A320
      Aircraft") (identified in the schedule below in Paragraph 2.4 as New Firm
      A320 Aircraft Nos. 25, 29 and 30, 32 and 33 and 39 through 63). The New
      Firm A320 Aircraft will be subject to the same terms and conditions as the
      Option Aircraft, except as otherwise stated in this Amendment.

2.2   In consideration of the Buyer's order for the New Firm A320 Aircraft, the
      Seller offers the Buyer and the Buyer hereby orders (i) five (5)
      incremental A320-200 option aircraft (the "A320 Incremental Option
      Aircraft") (identified in the schedule below in Paragraph 2.4 as
      Incremental Option Aircraft Nos. 89 through 93) and (ii) thirteen (13)
      incremental A320-200 additional option aircraft (the "A320 Incremental
      Additional Option Aircraft"). The Seller will offer the Buyer a delivery
      date for each A320 Incremental Additional Option Aircraft upon exercise of
      each of the A320 Incremental Option Aircraft. Except as otherwise stated
      in this Amendment, the A320 Incremental Option Aircraft will be subject to
      the same terms and conditions as the Option Aircraft, and the A320


                                                                      AM No. 8-2
<Page>

      Incremental Additional Option Aircraft will be subject to the same terms
      and conditions as the A320 Additional Option Aircraft.

2.3   In addition, the text preceding the delivery schedule set forth in Clause
      9.1.1 of the Agreement is hereby canceled and replaced by the following
      quoted provisions:

      QUOTE

      9.1.1 Subject to Clauses 2,7,8,10 and 18, the Seller will have the
            Aircraft Ready for Delivery at the Delivery Location within the
            following months (each a "Scheduled Delivery Month"). Where a year
            is specified below, the Seller will notify the Buyer of the quarter
            by thirty-six (36) months before the beginning of the year, and then
            notify the Buyer of the Scheduled Delivery Month by thirty-six (36)
            months before the beginning of the quarter.

      UNQUOTE

2.4   As a consequence of Paragraphs 2.1 through 2.3 above, the delivery
      schedule set forth in Clause 9.1.1 of the Agreement is hereby canceled and
      replaced by the following quoted provisions:

      QUOTE

<Table>
<Caption>
Cac Id No.  Rank No.   Aircraft                          Delivery
----------  --------   --------                          --------
<S>         <C>        <C>                               <C>
41 199      No. 1      Firm Aircraft                     [****]   2000
41 200      No. 2      Firm Aircraft                     [****]   2000
41 203      No. 3      Firm Aircraft                     [****]   2000
41 201      No. 4      Firm Aircraft                     [****]   2000
41 202      No. 5      Firm Aircraft                     [****]   2000
41 204      No. 6      Firm Aircraft                     [****]   2000
41 205      No. 7      Firm Aircraft                     [****]   2001
41 206      No. 8      Firm Aircraft                     [****]   2001
41 210      No. 9      Firm Aircraft                     [****]   2001
41 207      No. 10     Firm Aircraft                     [****]   2001
41 208      No. 11     Firm Aircraft                     [****]   2001
41 209      No. 12     Firm Aircraft                     [****]   2001
41 228      No. 13     Firmly Ordered Option Aircraft    [****]   2001
41 211      No. 14     Firm Aircraft                     [****]   2002
41 212      No. 15     Firm Aircraft                     [****]   2002
41 218      No. 16     Firm Aircraft                     [****]   2002
41 224      No. 17     Firmly Ordered Option Aircraft    [****]   2002
</Table>


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


                                                                      AM No. 8-3
<Page>

<Table>
<Caption>
Cac Id No.  Rank No.   Aircraft                         Delivery
----------  --------   --------                         --------
<S>         <C>        <C>                              <C>
 41 225      No. 18    Firmly Ordered Option Aircraft   [****]   2002
 41 213      No. 19    Firm Aircraft                    [****]   2002
 41 214      No. 20    Firm Aircraft                    [****]   2002
 41 215      No. 21    Firm Aircraft                    [****]   2002
 41 216      No. 22    Firm Aircraft                    [****]   2002
 41 217      No. 23    Firm Aircraft                    [****]   2002
 41 219      No. 24    Firm Aircraft                    [****]   2003
104 399      No. 25    New Firm A320 Aircraft           [****]   2003
 41 220      No. 26    Firm Aircraft                    [****]   2003
 41 221      No. 27    Firm Aircraft                    [****]   2003
 41 222      No. 28    Firm Aircraft                    [****]   2003
104 400      No. 29    New Firm A320 Aircraft           [****]   2003
104 401      No. 30    New Firm A320 Aircraft           [****]   2003
 41 223      No. 31    Firm Aircraft                    [****]   2003
104 402      No. 32    New Firm A320 Aircraft           [****]   2003
104 403      No. 33    New Firm A320 Aircraft           [****]   2003
 41 226      No. 34    Firmly Ordered Option Aircraft   [****]   2004
 41 245      No. 35    Firmly Ordered Option Aircraft   [****]   2004
 41 246      No. 36    Firmly Ordered Option Aircraft   [****]   2004
 41 247      No. 37    Firmly Ordered Option Aircraft   [****]   2004
 41 248      No. 38    Firmly Ordered Option Aircraft   [****]   2004
104 404      No. 39    New Firm A320 Aircraft           [****]   2004
104 405      No. 40    New Firm A320 Aircraft.          [****]   2004
104 406      No. 41    New Firm A320 Aircraft           [****]   2004
104 407      No. 42    New Firm A320 Aircraft           [****]   2004
104 408      No. 43    New Firm A320 Aircraft           [****]   2004
104 409      No. 44    New Firm A320 Aircraft           [****]   2005
104 410      No. 45    New Firm A320 Aircraft           [****]   2005
104 411      No. 46    New Firm A320 Aircraft           [****]   2005
104 412      No. 47    New Firm A320 Aircraft           [****]   2005
104 413      No. 48    New Firm A320 Aircraft           [****]   2005
104 414      No. 49    New Firm A320 Aircraft           [****]   2005
104 415      No. 50    New Firm A320 Aircraft           [****]   2005
104 416      No. 51    New Firm A320 Aircraft           [****]   2005
104 417      No. 52    New Firm A320 Aircraft           [****]   2005
104 418      No. 53    New Firm A320 Aircraft           [****]   2005
104 429      No. 54    New Firm A320 AIRCRAFT           [****]   2006
104 420      No. 55    New Firm A320 Aircraft           [****]   2006
104 421      No. 56    New Firm A320 Aircraft           [****]   2006
104 422      No. 57    New Firm A320 Aircraft           [****]   2006
</Table>


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


                                                                      AM No. 8-4
<Page>

<Table>
<Caption>
Cac Id No.  Rank No. Aircraft                           Delivery
----------  -------- --------                           --------
<S>         <C>      <C>                                <C>
104 423     No. 58   New Firm A320 Aircraft             [****]       2006
104 424     No. 59   New Firm A320 Aircraft             [****]       2007
104 425     No. 60   New Firm A320 Aircraft             [****]       2007
104 426     No. 61   New Firm A320 Aircraft             [****]       2007
104 427     No. 62   New Firm A320 Aircraft             [****]       2007
104 428     No. 63   New Firm A320 Aircraft             [****]       2007

 41 227     No. 64   Option Aircraft                    [****]       2004
 41 229     No. 65   Option Aircraft                    [****]       2004
 41 230     No. 66   Option Aircraft                    [****]       2004
 41 231     No. 67   Option Aircraft                    [****]       2004
 41 232     No. 68   Option Aircraft                    [****]       2005
 41 233     No. 69   Option Aircraft                    [****]       2005
 41 234     No. 70   Option Aircraft                    [****]       2006
 41 235     No. 71   Option Aircraft                    [****]       2006
 41 236     No. 72   Option Aircraft                    [****]       2006
 41 237     No. 73   Option Aircraft                    [****]       2006
 41 238     No. 74   Option Aircraft                    [****]       2006
 41 239     No. 75   Option Aircraft                    [****]       2006
 41 240     No. 76   Option Aircraft                    [****]       2006
 41 241     No. 77   Option Aircraft                    [****]       2007
 41 242     No  78   Option Aircraft                    [****]       2007
 41 243     No. 79   Option Aircraft                    [****]       2007
 41 244     No. 80   Option Aircraft                    [****]       2001
 69 719     No. 81   A320 Additional Option Aircraft    [****]       2007
 69 720     No. 82   A320 Additional Option Aircraft    [****]       2007
 69 721     No. 83   A320 Additional Option Aircraft    [****]       2007
 69 722     No. 84   A320 Additional Option Aircraft    [****]       2008
 69 723     No. 85   A320 Additional Option Aircraft    [****]       2008
 69 724     No. 86   A320 Additional Option Aircraft    [****]       2008
 69 725     No. 87   A320 Additional Option Aircraft    [****]       2008
 96 459     No. 88   A320 Additional Option Aircraft    [****]       2008
104 439     No. 89   Incremental A320 Option Aircraft   [****]       2008
104 440     No. 90   Incremental A320 Option Aircraft   [****]       2008
104 441     No. 91   Incremental A320 Option Aircraft   [****]       2008
104 442     No. 92   Incremental A320 Option Aircraft   [****]       2008
104 443     No. 93   Incremental A320 Option Aircraft   [****]       2008
</Table>

      UNQUOTE


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


                                                                      AM No. 8-5
<Page>

3.    PREDELIVERY PAYMENTS

      On signature of this Amendment, the Buyer will pay the Seller the
      Predelivery Payment identified as a "1st Payment" under Clause 5.2.3 of
      the Agreement for the New Firm A320 Aircraft bearing Rank No. 25 (in the
      schedule above in Paragraph 2.4). This New Firm A320 Aircraft is scheduled
      for delivery in a calendar quarter that begins [****] or fewer months from
      the date of signature of this Amendment.

4.    DEPOSIT

      On signature of this Amendment, the Buyer will pay the Seller a
      nonrefundable deposit of

      (i)   US$ [****] (US dollars--[****]) for each of the twenty-nine (29)
            New Firm A320 Aircraft bearing Rank Nos. 29, 30, 32, 33 and 39
            through 63 (in the schedule above in Paragraph 2.4); and

      (ii)  US$ [****] (US dollars--[****]) for each of the Incremental A320
            Option Aircraft bearing Rank Nos. 89 through 93 (in the schedule
            above in Paragraph 2.4).

5.    ADDITIONAL PURCHASE INCENTIVES

5.1   In consideration of the Buyer's order for the New Firm A320 Aircraft, in
      respect of each New Firm A320 Aircraft the Seller will provide the Buyer
      with:

      (i)   An airframe credit of [****] (US dollars--[****]) (the "New Firm
            A320 Aircraft Airframe Credit Memorandum").

            The New Firm A320 Aircraft Airframe Credit Memorandum is quoted at
            January 1999 delivery conditions and is subject to escalation in
            accordance with the Airframe Price Revision Formula. Each New Firm
            A320 Aircraft Airframe Credit Memorandum will be available at
            delivery of the applicable Aircraft. At the Buyer's option, each New
            Firm A320 Aircraft Airframe Credit Memorandum will be (i) applied by
            the Seller against the Final Contract Price of the applicable
            Aircraft or (ii) applied by the Buyer against the purchase of
            product support related goods and services from the Seller or its
            Affiliates.

      (ii)  [****]


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


                                                                      AM No. 8-6
<Page>

5.2   In addition, in respect of each Option Aircraft, A320 Additional Option
      Aircraft and Incremental A320 Option Aircraft bearing Rank Nos. 64 through
      93 (in the schedule above in Paragraph 2.4) that is delivered as an
      A320-200 aircraft, the Seller will provide the Buyer with:

      (i)   [****]

      (ii)  [****]

5.3   Finally, the Seller will provide the Buyer with:

      (i)   [****]

      (ii)  [****]

      (iii) A credit of [****] (US dollars--[****]) [****]

      (iv)  A credit equal to [****]


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


                                                                      AM No. 8-7
<Page>

            [****]

      (v)   Notwithstanding the terms of [****]

      (vi)  The Seller will discuss with the Buyer, [****]

      (vii) [****]

6.    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.

7.    CONFIDENTIALITY

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

8.    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 8 will be
      void and of no force or effect.


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


                                                                      AM No. 8-8
<Page>

      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/ Francois Besnier
                                           -----------------------------
                                            FRANCOIS BESNIER

                                       Its: AVSA CHIEF EXECUTIVE OFFICER
                                            ----------------------------

                                       Date: May 3, 2001
                                             ---------------------------

JETBLUE AIRWAYS CORPORATION


By: /s/ Thomas E. Anderson
    ----------------------

Its: VICE PRESIDENT
     ---------------------

Date: May 3, 2001
      --------------------


                                                                      AM No. 8-9
<Page>

                                 Amendment No. 9

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

                                     between

                                 AVSA, S.A.R.L.

                                       and

                           JetBlue Airways Corporation

This Amendment No. 9 (hereinafter referred to as the "Amendment") is entered
into as of July 18, 2001, between AVSA, S.A.R.L., a societe a responsabilite
limitee 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 80-02 Kew Gardens Road, 6th Floor, Kew Gardens, New York 11415 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 Industrie 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 and Amendment No. 8 dated as of May 3, 2001, is hereinafter
called the "Agreement."

WHEREAS the Buyer desires to exercise its option to firmly order an Option
Aircraft


                                                                      AM No. 9-1
<Page>

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 hereby exercises its option under Paragraph 2.1 of Letter
      Agreement No. 4 to the Agreement to firmly order Option Aircraft No. 64
      (the "New Firmly Ordered Option Aircraft"). The Buyer and the Seller agree
      to advance its delivery date from January 2004 to May 2002 and to renumber
      the Aircraft chronologically.

2.2   In accordance with Paragraph 3.1 of Letter Agreement No. 4 to the
      Agreement, as a consequence of the Buyer's exercising its option to firmly
      order one (1) Option Aircraft, the Seller offers the Buyer a delivery
      position for one (1) A320 Additional Option Aircraft at the original date
      of the Option Aircraft.

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

      QUOTE

<Table>
<Caption>
Cac Id No.    Rank No.    Aircraft                            Delivery
----------    --------    --------                            --------

<S>           <C>         <C>                                 <C>
41 199        No. 1       Firm Aircraft                       [****]          2000
41 200        No. 2       Firm Aircraft                       [****]          2000
41 203        No. 3       Firm Aircraft                       [****]          2000
41 201        No. 4       Firm Aircraft                       [****]          2000
41 202        No. 5       Firm Aircraft                       [****]          2000
41 204        No. 6       Firm Aircraft                       [****]          2000
41 205        No. 7       Firm Aircraft                       [****]          2001
41 206        No. 8       Firm Aircraft                       [****]          2001
41 210        No. 9       Firm Aircraft                       [****]          2001
41 207        No. 10      Firm Aircraft                       [****]          2001
41 208        No. 11      Firm Aircraft                       [****]          2001
</Table>


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


                                                                      AM No. 9-2
<Page>

<Table>
<Caption>
Cac Id No.    Rank No.    Aircraft                            Delivery
----------    --------    --------                            --------

<S>           <C>         <C>                                 <C>
41 209        No. 12      Firm Aircraft                       [****]          2001
41 228        No. 13      Firmly Ordered Option Aircraft      [****]          2001
41 211        No. 14      Firm Aircraft                       [****]          2002
41 212        No. 15      Firm Aircraft                       [****]          2002
41 218        No. 16      Firm Aircraft                       [****]          2002
41 224        No. 17      Firmly Ordered Option Aircraft      [****]          2002
41 227        No. 18      New Firmly Ordered Option Aircraft  [****]          2002
41 225        No. 19      Firmly Ordered Option Aircraft      [****]          2002
41 213        No. 20      Firm Aircraft                       [****]          2002
41 214        No. 21      Firm Aircraft                       [****]          2002
41 215        No. 22      Firm Aircraft                       [****]          2002
41 216        No. 23      Firm Aircraft                       [****]          2002
41 217        No. 24      Firm Aircraft                       [****]          2002
41 219        No. 25      Firm Aircraft                       [****]          2003
104 399       No. 26      New Firm A320 Aircraft              [****]          2003
41 220        No. 27      Firm Aircraft                       [****]          2003
41 221        No. 28      Firm Aircraft                       [****]          2003
41 222        No. 29      Firm Aircraft                       [****]          2003
104 400       No. 30      New Firm A320 Aircraft              [****]          2003
104 401       No. 31      New Firm A320 Aircraft              [****]          2003
41 223        No. 32      Firm Aircraft                       [****]          2003
104 402       No. 33      New Firm A320 Aircraft              [****]          2003
104 403       No. 34      New Firm A320 Aircraft              [****]          2003
41 226        No. 35      Firmly Ordered Option Aircraft      [****]          2004
41 245        No. 36      Firmly Ordered Option Aircraft      [****]          2004
41 246        No. 37      Firmly Ordered Option Aircraft      [****]          2004
41 247        No. 38      Firmly Ordered Option Aircraft      [****]          2004
41 248        No. 39      Firmly Ordered Option Aircraft      [****]          2004
104 404       No. 40      New Firm A320 Aircraft              [****]          2004
104 405       No. 41      New Firm A320 Aircraft              [****]          2004
104 406       No. 42      New Firm A320 Aircraft              [****]          2004
104 407       No. 43      New Firm A320 Aircraft              [****]          2004
104 408       No. 44      New Firm A320 Aircraft              [****]          2004
104 409       No. 45      New Firm A320 Aircraft              [****]          2005
104 410       No. 46      New Firm A320 Aircraft              [****]          2005
104 411       No. 47      New Firm A320 Aircraft              [****]          2005
104 412       No. 48      New Firm A320 Aircraft              [****]          2005
104 413       No. 49      New Firm A320 Aircraft              [****]          2005
104 414       No. 50      New Firm A320 Aircraft              [****]          2005
104 415       No. 51      New Firm A320 Aircraft              [****]          2005
</Table>


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


                                                                     AM No. 9-3
<Page>

<Table>
<Caption>
Cac Id No.    Rank No.    Aircraft                            Delivery
----------    --------    --------                            --------

<S>           <C>         <C>                                 <C>
104 416       No. 52      New Firm A320 Aircraft              [****]             2005
104 417       No. 53      New Firm A320 Aircraft              [****]             2005
104 418       No. 54      New Firm A320 Aircraft              [****]             2005
104 419       No. 55      New Firm A320 Aircraft              [****]             2006
104 420       No. 56      New Firm A320 Aircraft              [****]             2006
104 421       No. 57      New Firm A320 Aircraft              [****]             2006
104 422       No. 58      New Firm A320 Aircraft              [****]             2006
104 423       No. 59      New Firm A320 Aircraft              [****]             2006
104 424       No. 60      New Firm A320 Aircraft              [****]             2007
104 425       No. 61      New Firm A320 Aircraft              [****]             2007
104 426       No. 62      New Firm A320 Aircraft              [****]             2007
104 427       No. 63      New Firm A320 Aircraft              [****]             2007
104 428       No. 64      New Firm A320 Aircraft              [****]             2007

TBD           No. 65      A320 Additional Option Aircraft     [****]             2004
41 229        No. 66      Option Aircraft                     [****]             2004
41 230        No. 67      Option Aircraft                     [****]             2004
41 231        No. 68      Option Aircraft                     [****]             2004
41 232        No. 69      Option Aircraft                     [****]             2005
41 233        No. 70      Option Aircraft                     [****]             2005
41 234        No. 71      Option Aircraft                     [****]             2006
41 235        No. 72      Option Aircraft                     [****]             2006
41 236        No. 73      Option Aircraft                     [****]             2006
41 237        No. 74      Option Aircraft                     [****]             2006
41 238        No. 75      Option Aircraft                     [****]             2006
41 239        No. 76      Option Aircraft                     [****]             2006
41 240        No. 77      Option Aircraft                     [****]             2006
41 241        No. 78      Option Aircraft                     [****]             2007
41 242        No. 79      Option Aircraft                     [****]             2007
41 243        No. 80      Option Aircraft                     [****]             2007
41 244        No. 81      Option Aircraft                     [****]             2007
69 719        No. 82      A320 Additional Option Aircraft     [****]             2007
69 720        No. 83      A320 Additional Option Aircraft     [****]             2007
69 721        No. 84      A320 Additional Option Aircraft     [****]             2007
69 722        No. 85      A320 Additional Option Aircraft     [****]             2008
69 723        No. 86      A320 Additional Option Aircraft     [****]             2008
69 724        No. 87      A320 Additional Option Aircraft     [****]             2008
69 725        No. 88      A320 Additional Option Aircraft     [****]             2008
96 459        No. 89      A320 Additional Option Aircraft     [****]             2008
104 439       No. 90      Incremental A320 Option Aircraft    [****]             2008
</Table>


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


                                                                      AM No. 9-4
<Page>

<Table>
<Caption>
Cac Id No.    Rank No.    Aircraft                            Delivery
----------    --------    --------                            --------

<S>           <C>         <C>                                 <C>
104 440       No. 91      Incremental A320 Option Aircraft    [****]        2008
104 441       No. 92      Incremental A320 Option Aircraft    [****]        2008
104 442       No. 93      Incremental A320 Option Aircraft    [****]        2008
104 443       No. 94      Incremental A320 Option Aircraft    [****]        2008
</Table>

      UNQUOTE

3.    PREDELIVERY PAYMENTS

      Upon signature of this Amendment, the Seller will allocate, as Predelivery
      Payments for the Firmly Ordered Option Aircraft, the Predelivery Payments
      paid by the Buyer in April 2001 for CAC Id No. 41 220 and in June 2001 for
      CAC Id No. 41 221. [****]

4.    DEPOSIT

      In accordance with Paragraph 3 of Letter Agreement No. 4 to the Agreement,
      within thirty (30) days of signature of this Amendment, the Buyer will
      make a nonrefundable deposit of US$ [****] (US dollars--[****]) in
      respect of the A320 Additional Option Aircraft. The Buyers payment of
      this deposit will constitute acceptance of the delivery position for
      this A320 Additional Option Aircraft.

5.    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.


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


                                                                      AM No. 9-5
<Page>

6.    CONFIDENTIALITY

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

7.    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 7 will be
      void and of no force or effect.

      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/ Francois Besnier
                                           -----------------------------
                                            FRANCOIS BESNIER

                                       Its: AVSA CHIEF EXECUTIVE OFFICER
                                            ----------------------------

                                       Date: July 18, 2001
                                             ---------------------------

JETBLUE AIRWAYS CORPORATION


By: /s/ Thomas E. Anderson
    ----------------------

Its: VICE PRESIDENT
     ---------------------

Date: July 18, 2001
      --------------------


                                                                      AM No. 9-6
<Page>


                                                 2 ROND POINT MAURICE BELLONTE
[GRAPHIC APPEARS HERE]---------------------------31700 BLAGNAC FRANCE
AVSA
                                                TELEPHONE : +33/(0)5 61 30 40 12
                                                TELECOPY  : +33/(0)5 61 30 40 11





                                Amendment No. 10

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

                                     between

                                 AVSA, S.A.R.L.

                                       and

                           JetBlue Airways Corporation






This Amendment No. 10 (hereinafter referred to as the "Amendment") is entered
into as of November 6, 2001, between AVSA, S.A.R.L., a societe a responsabilite
Iimitee organized and existing under the laws of the Republic of France, having
its registered office located at 2, RondPoint 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 80-02 Kew Gardens Road, 6th Floor, Kew Gardens, New York 11415 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 Industrie 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 and Amendment No. 9
dated as of July 18, 2001, is hereinafter called the "Purchase Agreement."

WHEREAS, the Seller and the Buyer have agreed to amend certain provisions of
the Purchase Agreement.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:


                                       1
<Page>


      1.    DEFINITIONS

      Capitalized terms used herein and not otherwise defined herein will have
the meanings assigned to them in the Purchase Agreement. The terms "herein,"
"hereof' and "hereunder" and words of similar import refer to this Amendment

      2.    PREDELIVERY PAYMENT [****]

2.1   [****]

2.2   [****]

2.3   [****]

2.4   [****]


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

                                        2
<Page>


2.5   [****]

2.6   [****]

2.7   [****]

      3.    CONDITIONS OF PREDELIVERY PAYMENT [****]

      The right granted to the Buyer in Clause 2 hereof is subject to the
satisfaction by the Buyer of each of the following conditions precedent on or
prior to the date of such [****] as contemplated hereby:

3.1   REPRESENTATIONS AND WARRANTIES.

      The Buyer represents as set forth in this Clause 3.1 on the date hereof
      and also as of each [****] of Predelivery Payments, as though such
      representation and warranties had been made on and as of each such date.

      3.1.1 CORPORATE POWER AND AUTHORIZATION.

            The execution, delivery and performance by the Buyer of this
            Amendment and the Purchase Agreement as amended hereby, (a) have
            been duly authorized by all requisite corporate action on the part
            of the Buyer; and (b) will not violate (i) any provision of law, any
            order of any court or other agency of government or the Certificate
            of Incorporation, as amended, or bylaws of the Buyer or (ii) any
            material indenture, agreement or other instrument to which the Buyer
            is a party, or by which it or any of its property is bound, or be in
            conflict with, result in a breach of, or constitute a default under,
            any such material indenture, agreement or other instrument, or
            result in the creation or imposition of any lien, charge or



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

                                       3
<Page>


            encumbrance of any nature whatsoever, except for the "Collateral"
            (as defined in the Security Agreement dated as of April 20, 1999
            between Seller and Buyer (formerly known as New Air Corporation)
            (the "Security Agreement")), or upon any of the Aircraft to be
            delivered under the Security Agreement. No consent of any other
            party and no consent, license, approval or authorization of, or
            registration or declaration with any governmental body, authority,
            bureau or agency is required, or if required has been obtained, in
            connection with the execution, delivery and performance by the Buyer
            of this Amendment, the Purchase Agreement as amended hereby, and the
            Security Agreement.

      3.1.2 ASSIGNMENT OF RIGHTS,

            (a)   The Buyer owns the Collateral and has not granted any lien or
                  security interest to any third party in the Collateral

            (b)   The Buyer's jurisdiction of incorporation is Delaware, and the
                  location of the Buyer's chief executive office is Kew Gardens,
                  New York.

      3.1.3 LITIGATION.

            Except as disclosed in publicly filed documents of the Buyer, there
            is no action, suit, investigation or proceeding (whether or not
            purportedly on behalf of the Buyer or any of its Affiliates) pending
            or to the knowledge of any senior officer of the Buyer threatened
            against or affecting the Buyer or any of its Affiliates in law or in
            equity or before any federal, state, municipal or other governmental
            department, commission, board, bureau, agency or instrumentality,
            domestic or foreign, which may be reasonably expected to result in
            any material adverse change in the business, operations, properties
            or assets or in the condition, financial or otherwise, of the Buyer.
            The Buyer is not in default with respect to any material mortgage,
            bond, indenture, loan agreement, lease, guarantee or other financial
            instrument. The Buyer is not in default with respect to any
            judgment, writ, injunction, decree, rule or regulation of any court
            or federal, state, municipal or other governmental department,
            commission, board, bureau, agency or instrumentality, domestic or
            foreign, the penalty for violation of which would have a material
            adverse effect on the Buyer's business, operations, properties or
            assets, or on the condition, financial or otherwise, of the Buyer.

      3.1.4 CITIZENSHIP.

            The Buyer is a citizen of the United States as defined in 49
            U.S.C. Section 1301(16).

      3.1.5 SECURITY AGREEMENT.

            The Security Agreement is in full force and effect and is hereby
            confirmed and the Secured Obligations (as such expression is defined
            thereunder) will include the obligations of Seller with respect to
            the Deferred PDPs and Deferred PDP Fees.


                                        4
<Page>


3.2   CONDITIONS PRECEDENT.

      3.2.1 REPRESENTATIONS AND WARRANTIES.

            The representations and warranties of the Buyer set forth in Clause
            3.1 shall be true and correct on and as of such date.

      3.2.2 NO DEFAULT.

            There shall be no default or event or circumstance which, with
            notice or lapse of time or both, would become a Termination Event
            under the Purchase Agreement or an Event of Default under the
            Security Agreement.


      3.2.3 AMENDMENT TO A320 PROMISSORY NOTE AGREEMENT.

            The Buyer will have executed an amendment to the A320 Promissory
            Note Agreement dated as of April 20, 1999.

      4.    CREDIT MEMORANDA

      The Seller and the Buyer hereby agree to modify the allocation of the
Additional Purchase Incentives described in Paragraph 5 of Amendment No. 8 to
the Purchase Agreement by not applying them to the Aircraft ranked 18, 26 and 30
but, instead, to apply them to the following Aircraft (as identified in
Amendment No. 9 to the Purchase Agreement):

<Table>
<Caption>

           CAC Id No.            Rank No.                      Delivery Date
           ----------            --------                      -------------

<S>                                  <C>                       <C>
           41 208                    11                        [****] 2001
           41 209                    12                        [****] 2001
           41 228                    13                        [****] 2001
</Table>


      5.    REALLOCATION OF PREDELIVERY PAYMENTS

      Notwithstanding any other provisions of this Amendment 10 or any other
agreements between the Buyer and the Seller, the Seller reserves the right to
reallocate, at any time, any and all cash Redelivery Payments received from
the Buyer, so as to have, with respect to each Aircraft to be delivered
during the following [****] months, a minimum cash predelivery payment amount
equivalent to [****] ([****]%) of the Predelivery Payment Reference Price
(the "[****] Percent Rule"). Should any Aircraft not comply with the [****]
Percent Rule, the Seller will inform the Buyer of the situation in writing
and request that the Buyer make a cash payment to bring the delinquent
Aircraft in line with the [****] Percent Rule. Should the Buyer fail to make
such payment within five (5) Working Days, the Seller may elect, at its sole
discretion, to reschedule the Delivery Date of such Aircraft. Seller will
promptly notify Buyer of any reallocation of Predelivery Payments.


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

                                        5
<Page>


      6.    AMENDMENT TO LETTER AGREEMENT NO. [****]

      [****]


      7.    EFFECT OF THE AMENDMENT

      The Purchase Agreement (including, for the avoidance of doubt, Letter
Agreement No. 5) 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.

      8.    CONFIDENTIALITY

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

      9.    GOVERNING LAW

      THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

      10.   ASSIGNMENT

      Notwithstanding any other provision of this Amendment or of the Purchase
Agreement, this Amendment and the rights and obligations of the Buyer hereunder
shall not be assigned or transferred in any manner independently of the Purchase
Agreement without the prior written consent of the Seller, and any attempted
assignment or transfer in contravention of the provisions of this Clause 9 shall
be void and of no force or effect.



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

                                        6
<Page>


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

                                                      AVSA, S.A.R.L.


                                                      By: /s/ Michele LaScaux
                                                         -----------------------
                                                             Michele LASCAUX

                                                      Its: Director Contracts
                                                          ----------------------

                                                      Date: November 6, 2001
                                                           ---------------------



JETBLUE AIRWAYS CORPORATION


By: /s/ T.E. Anderson
   ----------------------

Its: Vice President
    ---------------------

Date: November 6, 2001
     --------------------












                                        7
<Page>





<Table>
<Caption>

                                    EXHIBIT A

  CAC Id No.     Rank No.        Contractual Due Date       Rescheduled Due Date
  ----------     --------        --------------------       --------------------

<S>                <C>              <C>                        <C>
  41 216           23               [****] 2001                [****] 2001
  41 217           24               [****] 2001                [****] 2001
  41 223           32               [****] 2001                [****] 2002
  104 402          33               [****] 2001                [****] 2002
  104 403          34               [****] 2001                [****] 2002
</Table>


[****]



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

                                        8
<Page>


                                                 2 ROND POINT MAURICE BELLONTE
[GRAPHIC APPEARS HERE]---------------------------31700 BLAGNAC FRANCE
AVSA
                                                TELEPHONE : +33/(0)5 61 30 40 12
                                                TELECOPY  : +33/(0)5 61 30 40 11


                                Amendment. No. 11

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

                                     between

                                 AVSA, S.A.R.L.

                                       and

                           JetBlue Airways Corporation

This Amendment No. 11 (hereinafter referred to as the "Amendment") is entered
into as of December 31, 2001, between AVSA, S.A.R.L., a societe a
responsabilite limitee organized and existing under the laws of the Republic
of France, having its registered office located at 2, RondPoint 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 80-02 Kew Gardens Road, 6th Floor, Kew
Gardens, New York 11415 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 Industrie 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 13, 2001 and Amendment No. 10 dated as of November 16,
2001 is hereinafter called the "Agreement."

WHEREAS the Buyer desires to exercise its option to firmly order ten (10) option
aircraft (the "Amendment No. 11 Exercised Options")


JETBLUE-A320 -AVSA                                                   AM No. 11-1


S.A.R.L. AU CAPITAL DE 235 000 000 F-R.C.S. TOULOUSE B 330 928 672-CODE APE 514S
<Page>


NOW, THEREFORE IT TS 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 hereby exercises its option under Paragraph 2.1 of Letter
      Agreement No. 4 to the Agreement to firmly order:

            (i)   Option Aircraft Nos. 71, 72, 73, 74 and 75, and to advance
                  their delivery date to respectively [****] 2002, [****]
                  2002, [****] 2003, [****] 2003 and [****] 2003;

            (ii)  A320 Additional Option Aircraft No. 65 and Option Aircraft
                  Nos. 66 and 67 with delivery months remaining the same (i.e.
                  [****] 2004, [****] 2004 and [****] 2004);

            (iii) Option Aircraft Nos. 69 and 70 within the same delivery year
                  (i.e. in 2005).

      As a result of the option exercise and the rescheduling of Aircraft, the
      Buyer and the Seller agree to renumber the Aircraft chronologically.

2.2   In accordance with Paragraph 3.1 of Letter Agreement No. 4 to the
      Agreement, as a consequence of the BUYER'S EXERCISING ITS option to firmly
      order ten (10) Option Aircraft, the Seller offers the Buyer delivery
      positions for ten (10) A320 additional option AIRCRAFT, allocated as
      follows: five (5) in 2006 and five (5) in 2009 (the "Amendment No. 11
      Additional Option").

2.3   The Buyer and the Seller will use best reasonable efforts to start the
      Ground Checks for the delivery of Aircraft; Nos. 25 and 26 (as identified
      in this Amendment) on [****], 2002 and [****], 2002 respectively.


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


JetBlue - A320 - AVSA                                                AM No. 11-2
<Page>


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

<Table>
<Caption>

       QUOTE

CAC Id No.     Rank No.      Aircraft                                         Delivery
----------     --------      --------                                         --------

<S>             <C>          <C>                                         <C>
 41 199         No. 1        Firm Aircraft                               [****]          2000
 41 200         No. 2        Firm Aircraft                               [****]          2000
 41 203         No. 3        Firm Aircraft                               [****]          2000
 41 201         No. 4        Firm Aircraft                               [****]          2000
 41 202         No. 5        Firm Aircraft                               [****]          2000
 41 204         No. 6        Firm Aircraft                               [****]          2000
 41 205         No. 7        Firm Aircraft                               [****]          2001
 41 206         No. 8        Firm Aircraft                               [****]          2001
 41 210         No. 9        Firm Aircraft                               [****]          2001
 41 207         No. 10       Firm Aircraft                               [****]          2001
 41 208         No. 11       Firm Aircraft                               [****]          2001
 41 209         No. 12       Firm Aircraft                               [****]          2001
 41 228         No. 13       Firmly Ordered Option Aircraft              [****]          2001
 41 211         No. 14       Firm Aircraft                               [****]          2002
 41 212         No. 15       Firm Aircraft                               [****]          2002
 41 218         No. 16       Firm Aircraft                               [****]          2002
 41 224         No. 17       Firmly Ordered Option Aircraft              [****]          2002
 41 227         No. 18       Firmly Ordered Option Aircraft              [****]          2002
 41 225         No. 19       Firmly Ordered Option Aircraft              [****]          2002
 41 213         No. 20       Firm Aircraft                               [****]          2002
 41 214         No. 21       Firm Aircraft                               [****]          2002
 41 234         No. 22       Amendment No. 11 Exercised Option           [****]          2002
 41 215         No. 23       Firm Aircraft                               [****]          2002
 41 216         No. 24       Firm Aircraft                               [****]          2002
 41 217         No. 25       Firm Aircraft                               [****]          2002
 41 235         No. 26       Amendment No. 11 Exercised Option           [****]          2002
 41 219         No. 27       Firm Aircraft                               [****]          2003
 41 236         No. 28       Amendment No. 11 Exercised Option           [****]          2003
104 399         No. 29       New Firm A320 Aircraft                      [****]          2003
 41 237         No. 30       Amendment No. 11 Exercised Option           [****]          2003
 41 220         No. 31       Firm Aircraft                               [****]          2003
 41 221         No. 32       Firm Aircraft                               [****]          2003
</Table>


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

JetBlue - A32D - AVSA                                                AM No. 11-3
<Page>



<Table>
<Caption>

CAC Id No.     Rank No.      Aircraft                                         Delivery
----------     --------      --------                                         --------

<S>             <C>          <C>                                         <C>
 41 238         No. 33       Amendment No. 11 Exercised Option           [****]          2003
 41 222         No. 34       Firm Aircraft                               [****]          2003
104 400         No. 35       New Firm A320 Aircraft                      [****]          2003
104 401         No. 36       New Firm A320 Aircraft                      [****]          2003
 41 223         No. 37       Firm Aircraft                               [****]          2003
104 402         No. 38       New Firm A320 Aircraft                      [****]          2003
104 403         No. 39       New Firm A320 Aircraft                      [****]          2003
 41 226         No. 40       Firmly Ordered Option Aircraft              [****]          2004
111 579         No. 41       Amendment No. 11 Exercised Option           [****]          2004
 41 245         No. 42       Firmly Ordered Option Aircraft              [****]          2004
 41 246         No. 43       Firmly Ordered Option Aircraft              [****]          2004
 41 229         No. 44       Amendment No. 11 Exercised Option           [****]          2004
 41 247         No. 45       Firmly Ordered Option Aircraft              [****]          2004
 41 248         No. 46       Firmly Ordered Option Aircraft              [****]          2004
104 404         No. 47       New Firm A320 Aircraft                      [****]          2004
104 405         No. 48       New Firm A320 Aircraft                      [****]          2004
 41 230         No. 49       Amendment No. 11 Exercised Option           [****]          2004
104 406         No. 50       New Firm A320 Aircraft                      [****]          2004
104 407         No. 51       New Firm A320 Aircraft                      [****]          2004
104 408         No. 52       New Firm A320 Aircraft                      [****]          2004
104 409         No. 53       Nee Firm A320 Aircraft                      [****]          2005
 41 232         No. 54       Amendment No. 11 Exercised Option           [****]          2005
104 410         No. 55       New Firm A320 Aircraft                      [****]          2005
104 411         No. 56       New Firm A320 Aircraft                      [****]          2005
 41 233         No. 57       Amendment No. 11 Exercised Option           [****]          2005
104 412         No. 58       New Firm A320 Aircraft                      [****]          2005
104 413         No. 59       New Firm A320 Aircraft                      [****]          2005
104 414         No. 60       New Firm A320 Aircraft                      [****]          2005
104 415         No. 61       New Firm A320 Aircraft                      [****]          2005
104 416         No. 62       New Firm A320 Aircraft                      [****]          2005
104 417         No. 63       New Firm A320 Aircraft                      [****]          2005
104 418         No. 64       New Firm A320 Aircraft                      [****]          2005
104 419         No. 65       New Firm A320 Aircraft                      [****]          2006
104 420         No. 66       New Firm A320 Aircraft                      [****]          2006
104 421         No. 67       New Firm A320 Aircraft                      [****]          2006
104 422         No. 68       New Firm A320 Aircraft                      [****]          2006
104 423         No. 69       New Firm A320 Aircraft                      [****]          2006
104 424         No. 70       New Firm A320 Aircraft                      [****]          2007
104 425         No. 71       New Firm A320 Aircraft                      [****]          2007
104 426         No. 72       New Firm A320 Aircraft                      [****]          2007
</Table>


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

JetBlue - A320 - AVSA                                                AM No. 11-4
<Page>



<Table>
<Caption>

CAC Id No.     Rank No.      Aircraft                                         Delivery
----------     --------      --------                                         --------

<S>             <C>          <C>                                         <C>
 104 427        No. 73       New Firm A320 Aircraft                      [****]          2007
 104 428        No. 74       New Firm A320 Aircraft                      [****]          2007

 41231          No. 75       Option Aircraft                             [****]          2004
 tbd            No. 76       Amendment No. 11 Additional Option          [****]          2006
 tbd            No. 77       Amendment No. 11 Additional Option          [****]          2006
 tbd            No. 78       Amendment No. 11 Additional Option          [****]          2006
 tbd            No. 79       Amendment No. 11 Additional Option          [****]          2006
 tbd            No. 80       Amendment No. 11 Additional Option          [****]          2006
 41 239         No. 81       Option Aircraft                             [****]          2006
 41 240         No. 82       Option Aircraft                             [****]          2006
 41 241         No. 83       Option Aircraft                             [****]          2007
 41 242         No. 84       Option Aircraft                             [****]          2007
 41 243         No. 35       Option Aircraft                             [****]          2007
 41 244         No. 86       Option Aircraft                             [****]          2007
 69 719         No. 87       A32U Additional Option Aircraft             [****]          2007
 69 720         No. 88       A320 Additional Option Aircraft             [****]          2007
 69 721         No. 89       A320 Additional Option Aircraft             [****]          2007
 69 722         No. 90       A320 Additional Option Aircraft             [****]          2008
 69 723         No. 91       A320 Additional Option Aircraft             [****]          2008
 69 724         No. 92       A320 Additional Option Aircraft             [****]          2008
 69 725         No. 93       A320 Additional Option Aircraft             [****]          2008
 96 459         No. 94       A320 Additional Option Aircraft             [****]          2008
104 439         No. 95       Incremental A320 Option Aircraft            [****]          2008
104 440         No. 96       Incremental A320 Option Aircraft            [****]          2008
104 441         No. 97       Incremental A320 Option Aircraft            [****]          2003
104 442         No. 93       Incremental A320 Option Aircraft            [****]          2008
104 143         No. 99       Incremental A320 Option Aircraft            [****]          2003
 tbd            No. 100      Amendment No. 11 Additional Option          [****]          2009
 tbd            No. 101      Amendment No. 11 Additional Option          [****]          2009
 tbd            No. 102      Amendment No. 11 Additional Option          [****]          2009
 tbd            No. 103      Amendment No. 11 Additional Option          [****]          2009
 tbd            No. 104      Amendment No. 11 Additional Option          [****]          2009

             UNQUOTE
</Table>


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

JetBlue - A320 - AVSA                                                AM No. 11-5
<Page>


3.    PREDELIVERY PAYMENTS

      The Seller agrees that:

3.1   with respect to Amendment No. 11 Exercised Option CaC Id No. 41 234 and
      41 235 due for delivery respectively in [****] 2002 and in [****]
      2002, already paid Predelivery Payments [****]

      [****]

3.2   With respect to Amendment No. 11 Exercised Option to be delivered in 2003
      (CaC Id No. 41236, 41 237 and 41 238), the Predelivery. Payments schedule
      as set forth in the Agreement will apply. Consequently, upon execution
      hereof, an amount of USD [****] will be due by the Buyer to the Seller.

3.3   With respect to Amendment No. 11 Exercised Option to be delivered in 2004
      (Cac Id No. 111 579 41 229 and 41 230) and 2005 (Cac. Id No. 41 232 and
      41 233), the first Predelivery Payment (i.e. [****]% of the Predelivery
      Payment Reference Price) [****] and the remaining [****]% Predelivery
      Payments will be as set forth in the Agreement.

3.4   In addition to the above and in accordance with the attached Predelivery
      Payments Schedule, upon signature of the Amendment the Buyer will notify
      to the Seller in writing of his choice to [****]


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

JetBlue - A320 - AVSA                                                AM No. 11-6
<Page>


4.    DEPOSIT

      In accordance with Paragraph 3 of Letter Agreement No. 4 to the Agreement,
      within thirty (30) days of signature of this Amendment, the Buyer will
      make a nonrefundable deposit of US$ [****] (US dollars-[****] in respect
      of each of the ten (10) Amendment No. 11 Additional Options. The Buyer's
      payment of this deposit WILL constitute acceptance of the delivery years
      for these A320 additional option aircraft.

5.    PURCHASE INCENTIVES

      In consideration of the Buyer's exercise of ten (10) option aircraft, the
      Seller hereby agrees to provide the Buyer with a USD [****] (United
      States Dollars [****]) Credit Memorandum at delivery conditions
      prevailing in January 1999. [****]


<Table>
<Caption>

                      CAC Id No.                              Delivery Date
                      ----------                              -------------

<S>                                                           <C>
                      41 218                                  [****] 2002
                      41 224                                  [****] 2002
                      41 225                                  [****] 2002
                      41 213                                  [****] 2002
                      41 214                                  [****] 2002
                      41 215                                  [****] 2002
                      41 216                                  [****] 2002
                      41 217                                  [****] 2002
</Table>

6.    OTHER MATTERS

6.1   It is hereby agreed that the Seller Will make available to the Buyer free
      of charge, for each Aircraft delivery, up to four (4) rental cars.

6.2   [****]

6.3   In order to address the specification and vendor requirements already
      outlined by the Buyer regarding the enlarged overhead stowage bins for the
      Aircraft, the Seller will


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

JetBlue - A320 - AVSA                                                AM No. 11-7
<Page>


      proactively explore with the Buyer all ways in which a mutually beneficial
      solution can be achieved,

6.4   [****]

7.    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 and receipt by
      the Seller of the Predelivery Payments referred to in Paragraph 3 above.

8.    CONFIDENTIALITY

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

9.    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.


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

JetBlue - A320 - AVSA                                                AM No. 11-8
<Page>


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

                                              AVSA, S.A.R.L.


                                              By: /s/ Francois Besnier
                                                 ----------------------
                                                  FRANCOIS BESNIER

                                              Its: AVSA CHIEF EXECUTIVE OFFICER
                                                  ------------------------------

                                              Date: January 9, 2002
                                                   -----------------------------



JETBLUE AIRWAYS CORPORATION


By: /s/ T.E. Anderson
   --------------------------

Its: Vice President
    -------------------------

Date: January 9, 2002
     ------------------------






JetBlue - A320 - AVSA                                                AM No. 11-9

<Page>

                                  LETTER AGREEMENT NO. 1

                                                     As of April 20, 1999

New Air Corporation
6322 South 3000 East
Suite L-20l
Salt Lake City, UT 84121

Re: SPARE PARTS

Dear Ladies and Gentlemen:

      New Air Corporation (the "Buyer") and AVSA, S.A.R.L, (the "Seller"), have
entered into an Airbus A320 Purchase Agreement dated as of even date herewith
(the "Agreement"), which covers, among other things, the sale by the Seller and
the purchase by the Buyer of certain Aircraft, under the terms and conditions
set forth in said Agreement. The Buyer and the Seller have agreed to set forth
in this Letter Agreement No. 1 (the "Letter Agreement") certain additional terms
and conditions regarding the sale of the Aircraft. Capitalized terms used herein
and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

      Both parties agree that this Letter Agreement will constitute an integral,
nonseverable part of said Agreement, that the provisions of said Agreement are
hereby incorporated herein by reference, and that this Letter Agreement will be
governed by the provisions of said Agreement, except that if the Agreement and
this Letter Agreement have specific provisions which are inconsistent, the
specific provisions contained in this Letter Agreement will govern.


                                                                           LA1-1
<Page>

CONTENTS

CLAUSES

1 -         GENERAL

2 -         INITIAL PROVISIONING

3 -         STORES

4 -         DELIVERY

5 -         PRICE

6 -         PAYMENT PROCEDURES AND CONDITIONS

7 -         TITLE

8 -         PACKAGING

9 -         DATA RETRIEVAL

10 -        BUY-BACK

11 -        WARRANTIES

12 -        LEASING

13 -        TERMINATION

14 -        ASSIGNMENT


                                                                           LA1-2
<Page>

1.    GENERAL

1.1   MATERIAL

      This Letter Agreement covers the terms and conditions for the services
      offered by the Seller to the Buyer ("Material Support") in respect of
      Aircraft spare parts itemized below in Paragraphs 1.1(a) through 1.1(f)
      ("Material") and is intended by the parties to be and will constitute an
      agreement of conditional sale of all Material furnished to the Buyer by
      the Seller pursuant hereto, except as to Material leased to the Buyer
      pursuant to Clause 12 of this Letter Agreement.

      The Material will comprise:

      (a)   Seller Parts (industrial proprietary components, equipment,
            accessories or parts of the Manufacturer manufactured to the
            detailed design of the Manufacturer or a subcontractor of it and
            bearing official part numbers of the Manufacturer or material for
            which the Seller has exclusive sales rights in the United States).

      (b)   Supplier Parts classified as rotable line replacement units.

      (e)   Supplier Parts classified as expendable line maintenance parts.

      (d)   Ground support equipment (GSE) and special-to-type tools.

      (e)   Hardware and standard material.

      (f)   Consumables and raw material as a package.

      It is expressly understood that Seller Parts will not include parts
      manufactured pursuant to a parts manufacturing authority.

      Material covered under Paragraphs 1.1(e) and 1.1(f) are available only as
      a package when supplied as part of the initial provisioning of Material.

1.2   SCOPE OF MATERIAL SUPPORT

1.2.1 The Material Support to be provided by the Seller under the conditions
      hereunder covers the following:

      (a)   all Material purchased by the Buyer from the Seller during the
            Initial Provisioning Period (defined below in Paragraph 2) (the
            "Initial Provisioning") and all items in Paragraphs 1.1(a) through
            1.1(d) for purchases additional to the Initial Provisioning, and


                                                                           LA1-3
<Page>

      (b)   the Seller's leasing of Seller Parts to the Buyer for the Buyer's
            use on its Aircraft in commercial air transport service as set forth
            in Paragraph 12 of this Letter Agreement.

1.2.2 Propulsion Systems, including associated parts and spare parts therefore,
      are not covered under this Letter Agreement and will be subject to direct
      negotiations between the Buyer and the relevant Propulsion Systems
      manufacturer(s).

1.2.3 During a period commencing on the date hereof and continuing as long as at
      least five (5) aircraft of the type of the Aircraft are operated by
      airlines in commercial air transport service (the "Term"), the Seller will
      maintain or cause to be maintained such stock of Seller Parts as the
      Seller deems reasonable and will furnish at reasonable prices Seller Parts
      adequate to meet the Buyer's needs for repairs and replacements on the
      Aircraft. Such Seller Parts will be sold and delivered in accordance with
      Paragraphs 4 and 5 of this Letter Agreement, upon receipt of the Buyer's
      orders.

      The Seller will use its reasonable efforts to obtain a similar service
      from all Suppliers of parts that are originally installed on the Aircraft
      and not manufactured by the Seller.

1.3   Purchase Source of Material

      The Buyer agrees to purchase from the Seller's designee ASCO the Seller
      Parts required for the Buyer's own needs during the Term, provided that
      this Paragraph 1.3 will not in any way prevent the Buyer from resorting to
      the stocks of Seller Parts of other airlines operating aircraft of the
      type of the Aircraft or from purchasing items equivalent to Seller Parts
      from said airlines, distributors or dealers, on the condition that said
      Seller Parts have been designed and manufactured by, or obtained from, the
      Seller, and provided also that this Paragraph 1.3 will not prevent the
      Buyer from exercising its rights under Paragraph 1.4 of this Letter
      Agreement.

1.4   Manufacture of Material by the Buyer

1.4.1 The provisions of Paragraph 1.3 of this Letter Agreement notwithstanding,
      the Buyer may manufacture or have manufactured for its own use or may
      purchase from any other source whatsoever Seller Parts in the following
      cases:

      (a)   after expiration of the Term, if at such time the Seller is out of
            stock of a required Seller Part;


                                                                           LA1-4
<Page>

      (b)   at any time, to the extent Seller Parts are needed to effect AOG
            repairs on any Aircraft delivered under the Agreement and are not
            available from the Seller within a lead time shorter than or equal
            to the time in which the Buyer can provide said Seller Parts,
            provided the Buyer will sell or lease such Seller Parts only if
            they are assembled in an Aircraft that is sold or leased;

      (c)   in the event that the Seller fails to fulfill its obligations with
            respect to any Seller Parts pursuant to Paragraph 1.2 above within a
            reasonable period after written notice thereof from the Buyer; and

      (d)   when, with respect to certain Seller Parts, the Seller has granted,
            under the Illustrated Parts Catalog supplied in accordance with this
            Letter Agreement, the right of local manufacture of Seller Parts.

1.4.2 The rights granted to the Buyer in Paragraph 1.4.1 will not in any way be
      construed as a license, nor will they in any way obligate the Buyer to pay
      any license fee, royalty or obligation whatsoever, nor will they in any
      way be construed to affect the rights of third parties.

1.4.3 The Seller will provide the Buyer with all technical data reasonably
      necessary to manufacture Seller Parts, in the event the Buyer is entitled
      to do so pursuant to Paragraph 1.4.1 of this Letter Agreement. The
      proprietary rights to such technical data will be subject to the terms of
      Clause 14.10.1 of the Agreement.

1.5   SPARE PARTS FIELD REPRESENTATIVE

      The Seller hereby agrees to provide free of charge one (1) spare parts
      field representative for up to [****] months, to assist with the initial
      provisioning of Material.

1.6   LANGUAGE

1.6.1 Words and expressions used in this Letter Agreement will have the same
      meanings as they do in the rest of the Agreement, unless otherwise stated
      in this Letter Agreement.

1.6.2 Technical and trade items used but not defined herein or in the Agreement
      will be defined as generally accepted in the aircraft manufacturing
      industry.

2.    INITIAL PROVISIONING

      The period up to and expiring on the ninetieth (90th) day after delivery
      of the last Aircraft will hereinafter be referred to as the Initial
      Provisioning Period.


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


                                                                           LA1-5
<Page>

2.       SELLER-SUPPLIED DATA

         The Seller will prepare and supply to the Buyer the following
         documents:

2.1.1    INITIAL PROVISIONING DATA

         The Seller will provide the Buyer initial provisioning data provided
         for in Chapter 2B of ATA 200 Revision 23 ("Initial Provisioning Data")
         in a form, format and within a time period to be mutually agreed upon.

         A free of charge revision service will be effected every ninety (90)
         days, up to the end of the Initial Provisioning Period, or until the
         configuration of the Buyer's delivered Aircraft is included.

         In any event, the Seller will ensure that Initial Provisioning Data are
         released to the Buyer in time to allow the necessary evaluation time by
         the Buyer and the on-time delivery of ordered Material.

2.1.2    SUPPLEMENTARY DATA

         The Seller will provide the Buyer with Local Manufacture Tables
         (X-File), as part of the Illustrated Parts Catalog (Additional
         Cross-Reference Tables), which will be a part of the Initial
         Provisioning Data Package.

2.1.3    INITIAL PROVISIONING DATA FOR EXERCISED OPTIONS

2.1.3.1  All Option Aircraft converted to a firm order, pursuant to the terms
         and conditions of Letter Agreement No. 4 to the Agreement, will be
         included in the revision to the provisioning data that is issued after
         option exercise, if such revision is not scheduled to be issued within
         four (4) weeks from the date of option exercise. If the option exercise
         date does not allow the Seller four (4) weeks' preparation time, the
         Aircraft concerned will be included in the next scheduled revision.

2.1.3.2  The Seller will, from the date of option exercise until three (3)
         months after delivery of each Aircraft, submit to the Buyer details of
         particular Supplier components being installed on each Aircraft and
         will recommend the quantity to order. A list of such Supplier
         components will be supplied at the time of the provisioning data
         revision as specified above.

2.1.3.3  The Seller will deliver to the Buyer T-files for particular
         Supplier components, as applicable, in time to allow the Buyer's
         planning of repair and overhaul tasks.


                                                                           LA1-6
<Page>

2.1.3.4  At delivery of each Option Aircraft converted to a firm order, the data
         with respect to Material will at least cover such Aircraft's technical
         configuration as known six (6) months before Aircraft delivery and will
         be updated to reflect the final build status of such Aircraft. Such
         update will be included in the data revisions issued three (3) months
         after delivery of such Aircraft.

2.2      SUPPLIER-SUPPLIED DATA

2.2.1    GENERAL

         Suppliers will prepare and issue T-files in the English language for
         those Supplier components for which the Buyer has elected to receive
         data.

         Said data (initial issue and revisions) will be transmitted to the
         Buyer through the Seller. The Seller will review the compliance of such
         data with relevant ATA requirements, but will not be responsible for
         the substance of such data. The Seller will use its best efforts to
         ensure that such data will be adequate to enable the Buyer to undertake
         in-house repair and/or overhaul of such components.

         In any event, the Seller will exert its reasonable efforts to supply
         Initial Provisioning Data to the Buyer in time to allow the necessary
         evaluations by the Buyer and on-time deliveries.

2.2.2    INITIAL PROVISIONING DMA

         Initial Provisioning Data for Supplier products provided for in Chapter
         2B of ATA 200 Revision 23 will be furnished as mutually agreed upon
         during a Preprovisioning Meeting (defined below), with free of charge
         revision service assured up to the end of the Initial Provisioning
         Period, or until it reflects the configuration of the delivered
         Aircraft.

2.3      PREPROVISIONING MEETING

2.3.1    The Seller will organize a meeting (i) at its Material Support Center
         in Hamburg, Germany ("MSC"), (ii) at ASCO or (iii) at a place to be
         mutually agreed, in order to formulate an acceptable schedule and
         working procedure to accomplish the Initial Provisioning of Material
        (the "Preprovisioning Meeting").

2.3.2    The date of the Preprovisioning Meeting will be mutually agreed upon.


                                                                           LA1-7
<Page>

2.4   INITIAL PROVISIONING TRAINING

      The Seller will furnish, at the Buyers request and at no charge, training
      courses related to the Seller's provisioning documents, purchase order
      administration and handling at ASCO and MSC.

2.5   INITIAL PROVISIONING CONFERENCE

      The Seller will organize an Initial Provisioning conference at MSC or ASCO
      that will include Supplier participation, as agreed upon during the
      Preprovisioning Meeting (the "Initial Provisioning Conference"). Such
      conference will take place as mutually agreed and practicable.

2.6   INITIAL PROVISIONING DATA COMPLIANCE

2.6.1 Initial Provisioning Data generated by the Seller and supplied to the
      Buyer will comply with the latest configuration of the Aircraft to which
      such data relate, as known three (3) months before the data are issued.
      Said data will enable the Buyer to order Material conforming to its
      Aircraft as required for maintenance and overhaul.

      This provision will not cover parts embodying those Buyer modifications
      that are unknown to the Seller, and parts embodying modifications neither
      agreed to nor designed by the Seller.

2.6.2 During the Initial Provisioning Period, Material will conform with the
      latest configuration standard of the affected Aircraft and with the
      Initial Provisioning Data transmitted by the Seller. Should the Seller
      default in this obligation, it will immediately replace such parts and/or
      authorize return shipment at no transportation cost to the Buyer. The
      Buyer will make reasonable efforts to minimize such cost, in particular by
      using its own airfreight system for transportation at no charge to the
      Seller. The Seller, in addition, will use its reasonable efforts to cause
      Suppliers to provide a similar service for their items.

2.7   DELIVERY OF INITIAL PROVISIONING MATERIAL

2.7.1 To support the operation of the Aircraft, the Seller will use its
      reasonable efforts to deliver Initial Provisioning Material in Paragraph
      1.1(a) of this Letter Agreement against the Buyer's orders from the Seller
      and according to the following schedule, provided the orders are received
      by the Seller in accordance with published lead time:

      Each block of Aircraft referred to in the schedule below will be defined
      as five (5) Aircraft to be delivered in sequence.


                                                                           LA1-8
<Page>

      (a)   At least fifty percent (50%) of the ordered quantity of each Line
            Replacement or Line Maintenance item three (3) months before
            delivery of the first Aircraft of each block of Aircraft for which
            the Buyer has placed Initial Provisioning orders for Material
            defined above in Paragraph 1.1(a).

      (b)   At least seventy-five percent (75%) of the ordered quantity of each
            Line Replacement or Line Maintenance item one (1) month (for items
            identified as line station items, two (2) months) before delivery of
            the first Aircraft of each block of Aircraft for which the Buyer has
            placed Initial Provisioning orders for Material defined above in
            Paragraph 1.1(a).

      (c)   Fifty percent (50%) of the ordered quantity of each item except as
            specified in Paragraphs 2.7.1 (a) and 2.7.1 (b) above at delivery of
            the first Aircraft of each block of Aircraft for which the Buyer has
            placed Initial Provisioning orders for Material defined above in
            Paragraph 1.1(a).

      (d)   One hundred percent (100%) of the ordered quantity of each item,
            including line station items, three (3) months after delivery of the
            first Aircraft of each block of Aircraft for which the Buyer has
            placed Initial Provisioning orders for Material, as defined above in
            Paragraph 1.1(a). If said one hundred percent (100%) cannot be
            accomplished, the Seller will endeavor to have such items available
            at its facilities for immediate supply, in case of an AOG.

2.7.2 In the event that less than eighty-five percent (85%) of the Buyer's
      orders of Initial Provisioning Material defined above in Paragraph 1.1(a),
      supporting each block of Aircraft (the "IP Block"), is delivered by the
      Seller to the Buyer in accordance with the provisions set forth above in
      Paragraph 2.7.1(d) for reasons other than Excusable Delay as defined in
      Clause 10 of the Agreement, then the Seller will provide the Buyer with a
      credit equal to (i) eighty-five percent (85%) minus the actual percentage
      of the IP Block delivered, up to a maximum of ten percent (10%),
      multiplied by (ii) the aggregate value of the undelivered portion of the
      IP Block ordered by the Buyer from the Seller in accordance with all
      published lead times.

      Such credit will be made available by the Seller to the Buyer upon mutual
      agreement of the computation.

2.7.3 The Buyer may, subject to the Seller's agreement, cancel or modify Initial
      Provisioning orders placed with the Seller with no cancellation charge as
      follows:

      (a)   "Long Lead-Time Material" (lead time exceeding twelve (12) months)
            not later than six (6) months before scheduled delivery of said
            Material,


                                                                           LA1-9
<Page>


            (b)   normal lead time Material not later than three (3) months
                  before scheduled delivery of said Material,

            (c)   Buyer-specific Material and Material in Paragraphs 1.1(b)
                  through 1.1(f) no later than the quoted lead time before
                  scheduled delivery of said Material.

2.7.4       Should the Buyer cancel or modify any orders for Material outside
            the time limits defined above in Paragraph 2.7.3, the Seller will
            have no liability for the cancellation or modification, and the
            Buyer will reimburse the Seller for any direct cost incurred in
            connection therewith.

3.          STORES

3.1         ASCO SPARES CENTER

            The Seller has established and will maintain or cause to be
            maintained, as long as at least five (5) aircraft of the type of the
            Aircraft are operated by US airlines in commercial air transport
            service (the "US Term"), a US store adjacent to Dulles International
            Airport, known as the ASCO Spares Center, located in Ashburn,
            Virginia ("ASCO Spares Center"). The ASCO Spares Center will be
            operated twenty-four (24) hours/day, seven (7) days/week, all year
            for the handling of AOG and critical orders for Seller Parts.

3.2         MATERIAL SUPPORT CENTER, GERMANY

            The Manufacturer has set up and will maintain or cause to be
            maintained during the Term a store of Seller Parts at MSC. MSC will
            be operated twenty-four (24) hours/day, seven (7) days/week, all
            year.

3.3         OTHER POINTS OF SHIPMENT

            The Seller reserves the right to effect deliveries from distribution
            centers other than the ASCO Spares Center or MSC and from any of the
            production facilities of the Associated Contractors.

4.          DELIVERY

4.1         GENERAL

            The Buyer's purchase orders will be administered in accordance with
            ATA Specification 2000.


                                                                         LA1-10

<Page>

      The provisions of this Paragraph 4 do not apply to Initial Provisioning
      Data and Material.

4.2   LEAD TIMES

4.2.1 In general, the lead times are (and, unless otherwise agreed, will at all
      times be) in accordance with the definition in the "World Airline and
      Suppliers Guide" (latest edition).

4.2.2 Material will be dispatched within the lead times quoted in the published
      Seller's price catalog for Material described in Paragraph 1.1(a), and
      within the Supplier's or supplier's lead time augmented by the Seller's
      own order and delivery processing time (such in-house processing time not
      to exceed fifteen (15) days) for Material described in Paragraphs 1.1(b)
      through 1.l(d).

4.2.3 Expedite Service

      The Seller operates a twenty-four (24) hour-a-day, seven (7) day-a-week
      expedite service to supply the relevant Seller Parts available in the
      Seller's stock, workshops and assembly line, including high-cost
      long-lead-time items, to the international airport nearest the location of
      such items (the "Expedite Service").

      The Expedite Service is operated in accordance with the "World Airline and
      Suppliers Guide." Accordingly, the Seller will notify the Buyer of the
      action taken to effect the Expedite Service as follows:

      (a)   four (4) hours after receipt of an AOG order,

      (b)   twenty-four (24) hours after receipt of a critical order (imminent
            AOG or work stoppage),

      (e)   seven (7) days after receipt of an expedite order from the Buyer.

      The Seller and its subcontractors will deliver Seller Parts requested on
      expedite basis against normal orders previously placed by the Buyer or
      upon requests by telephone or telex by the Buyer's representatives, such
      requests to be confirmed by the Buyer's subsequent order for such Seller
      Parts within a reasonable time.

4.3   DELIVERY STATUS

      The Seller agrees to report to the Buyer the status of supplies against
      orders on a monthly basis or on a mutually agreed timeframe.


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<Page>

4.4   EXCUSABLE DELAY

      Clause 10.1 of the Agreement will apply to this Letter Agreement.

4.5   SHORTAGES, OVERSHIPMENTS, NONCONFORMANCE IN ORDERS

4.5.1 Within thirty (30) days after receipt of Material delivered pursuant to a
      purchase order, the Buyer will advise the Seller of any alleged shortages
      or overshipments with respect to such order and of all nonconformance to
      specification of parts in such order inspected by the Buyer.

      In the event that the Buyer has not reported such alleged shortages,
      overshipments or nonconformance within the above defined period, the Buyer
      will be deemed to have accepted the deliveries.

4.5.2 In the event that the Buyer reports overshipments or nonconformance to the
      specifications within the period defined above in Paragraph 4.5.1, then,
      if the Seller accepts such reports, the Seller will either replace the
      Material concerned or credit the Buyer for Material returned. In such
      case, transportation charges will be borne by the Seller.

      The Buyer will endeavor to minimize such costs, particularly by using its
      own airfreight system for transportation at no charge to the Seller.

4.6   CESSATION OF DELIVERIES

      The Seller reserves the right to stop or otherwise suspend deliveries if
      the Buyer fails to meet its obligations under Paragraphs 6 and 7 of this
      Letter Agreement.

5.    PRICE

5.1   The Material Prices will be:

5.1.1 FCA the ASCO Spares Center for deliveries from the ASCO Spares Center.

5.1.2 FCA any place specified by the Seller for deliveries from other Seller or
      Supplier facilities.

5.2   VALIDITY OF PRICES

5.2.1 The prices are the Seller's published prices in effect on the date of
      receipt of the order (subject to reasonable quantities and delivery time)
      and will be exclusively expressed in US dollars. Payment will be made by
      the Buyer to the Seller in US dollars as set forth below in Paragraph 6.1.


                                                                          LA1-12
<Page>

5.2.2 Prices of Seller Parts will be in accordance with the then current
      Seller's Spare Parts Price List. Prices will be firm for each calendar
      year. The Seller, however, reserves the right to revise the prices of
      Seller Parts during the course of the calendar year in the following
      cases:

      (i)   significant revision in manufacturing costs,

      (ii)  a significant revision in Manufacturer's purchase price of materials
            (including significant variation of exchange rates),

      (iii) significant error in estimation of expression of any price.

5.2.3 Prices of Material as defined above in Paragraphs 1.1(b) through 1.1(d)
      will be the valid list prices of the Supplier or supplier augmented by the
      Seller's handling charge. The percentage of the handling charge will vary
      with the Material's value and will be determined item by item.

5.2.4 The Seller warrants that, should the Buyer purchase from the Seller one
      hundred percent (100%) of the recommended Initial Provisioning of Material
      defined above in Paragraphs 1.1(b) through 1.1(d), the average handling
      charge on the total package will not exceed fifteen percent (15%). This
      average handling charge will be increased to eighteen percent (18%) in the
      event that all orders have not been placed nine (9) months prior to
      delivery of the first Aircraft.

5.2.5 Prices of Material as defined above in Paragraphs 1.1(e) and 1.1(f) will
      be the Seller's purchase prices augmented by a variable percentage of
      handling charge.

6.    PAYMENT PROCEDURES AND CONDITIONS

6.1   MEANS OF PAYMENT

      Payment will be made in immediately available funds in US dollars.

6.2   TIME OF PAYMENT

      Payment will be made by the Buyer to the Seller within thirty (30) days
      from the date of invoice.


                                                                          LA1-13
<Page>

6.3   BANK ACCOUNTS

      The Buyer will make all payments hereunder in full without setoff,
      counterclaim, deduction or withholding of any kind to the accounts listed
      below, unless otherwise directed by the Seller:

      (a)   For wire transfer, in favor of Airbus Service Company:

            [****]

      (h)   For direct deposit (lockbox), in favor of Airbus Service Company:

            [****]

6.4   TAXES

      All payments due the Seller hereunder will be made in full without setoff
      or counterclaim and without deduction or withholding of any kind.
      Consequently, the Buyer will assure that the sums received by the Seller
      under this Letter Agreement will be equal to the full amounts expressed to
      be due the Seller hereunder, without deduction or withholding on account
      of and free from any and all taxes, levies, imposts, dues or charges of
      whatever nature except that if the Buyer is compelled by law to make any
      such deduction or withholding the Buyer will pay such additional amounts
      as may be necessary in order that the net amount received by the Seller
      after such deduction or withholding will equal the amounts that would have
      been received in the absence of such deduction or withholding.

6.5   If any payment due the Seller is not received in accordance with the time
      period provided above in Paragraph 6.2, the Seller will have the right to
      claim from the Buyer and the Buyer will promptly pay to the Seller
      interest on the unpaid amount at a rate equal to one and one-half percent
      (1.5%) per month to be calculated from (and including) the due date to
      (but excluding) the date payment is received by the Seller. The Seller's
      claim to such interest will not prejudice any other rights the Seller may
      have under this Letter Agreement.


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


                                                                          LA1-14
<Page>

6.6   CREDIT ASSURANCE

      The Seller and the Buyer agree that the Seller has the right to request
      and the Buyer will upon such request provide the Seller with sufficient
      financial means in due time in order to assure the Seller of full payment
      of the Buyer's current and/or expected payment obligations.

6.6.1 The Seller's right to request credit assurance from the Buyer will be
      limited to the following case:

      (i)   The Seller has received purchase orders from the Buyer for Initial
            Provisioning Material, and

      (ii)  the Seller has received purchase and/or service orders exceeding the
            Buyer's average two (2) month's turnover with the Seller, and

      (iii) the Buyer is indebted to the Seller for overdue invoices.

6.6.2 The Seller will accept any one of the following financial means as credit
      assurance:

      (i)   Irrevocable and confirmed letter of credit, raised by banks of
            international standing and reputation. The conditions of such letter
            of credit will be pertinent to Aircraft support activities and will
            be set forth by the Seller.

      (ii)  Bank guarantee raised by banks of international standing and
            reputation. The conditions of such bank guarantee will be mutually
            agreed upon prior to acceptance by the Seller.

      (iii) Stand-by letter of credit raised by banks of international standing
            and reputation. The conditions of such letter of credit will be
            mutually agreed upon prior to acceptance by the Seller.

7.    TITLE

      Title to any Material purchased under this Letter Agreement will remain
      with the Seller until full payment of the invoices and any interest
      thereon has been received by the Seller.

      The Buyer will undertake that Material to which title has not passed to
      the Buyer will be kept free from any debenture, mortgage or any similar
      charge or claim in favor of any third party.


                                                                          LA1-15
<Page>

8.      PACKAGING

        All material will be packaged in accordance with ATA 300 specification,
        Category III for consumable/expendable Material and Category II for
        rotables. Category I containers will be used if requested by the Buyer
        and the difference between Category I and Category II packaging costs
        will be paid by the Buyer together with payment for the respective
        Material.

9.      DATA RETRIEVAL

        The Buyer undertakes to provide periodically to the Seller, as the
        Seller may reasonably request, during the Term, a quantitative list of
        the parts used for maintenance and overhaul of the Aircraft. The range
        and contents of this list will be established by mutual agreement
        between the Seller and the Buyer.

10.     BUY-BACK

10.1    BUY-BACK OF OBSOLETE MATERIAL

        The Seller agrees to buy back unused Seller Parts that may become
        obsolete before delivery of the first Aircraft to the Buyer as a result
        of mandatory modifications required by the Buyer's or Seller's
        airworthiness authorities, subject to the following:

        (a)   the Seller Parts involved will be those which the Seller directs
              the Buyer to scrap or dispose of and which cannot be reworked or
              repaired to satisfy the revised standard;

        (b)   the Seller will grant the Buyer a credit equal to the purchase
              price paid by the Buyer for any such obsolete parts, such credit
              being limited to quantities ordered in the Initial Provisioning
              recommendation;

        (c)   the Seller will use its reasonable efforts to obtain for the Buyer
              the same protection from Suppliers.

10.2    BUY-BACK OF SURPLUS MATERIAL

10.2.1  The Seller agrees that at any time after one (1) year and within three
        (3) years after delivery of the first Aircraft to the Buyer, the Buyer
        will have the right to return to the Seller, at a credit of one hundred
        percent (100%) of the original purchase price paid by the Buyer, unused
        and undamaged Material set forth above in Paragraphs 1.1(a) and 1.1(b)
        originally purchased from the Seller under the terms hereof, provided
        (i) that the selected protection level does not exceed ninety-six
        percent


                                                                          LA1-16
<Page>

        (96%) with a turnaround time of forty-five (45) days, (ii) that said
        Material does not exceed the provisioning quantities recommended by the
        Seller in the Initial Provisioning recommendations, does not have a
        limited shelf life nor contain any shelf-life limited components with
        less than ninety percent (90%) of their shelf life remaining when
        returned to the Seller, and (iii) that the Material is returned with the
        Seller's original documentation and any such documentation (including
        tags, certificates) required to identify, substantiate the condition of
        and enable the resale of such Material.

10.2.2  The Seller's agreement in writing is necessary before any Material in
        excess of the Seller's recommendation may be considered for buy-back.

10.2.3  It is expressly understood and agreed that the rights granted to the
        Buyer under this Paragraph 10.2 will not apply to Material that may
        become obsolete at any time or for any reason other than as set forth in
        Paragraph 10.1 above.

10.2.4  Further, it is expressly understood and agreed that all credits referred
        to above in Paragraph 10.1(b) will be provided by the Seller to the
        Buyer exclusively by means of credit notes to be entered into the
        Buyer's account with the Seller for Material.

10.3    All transportation costs for the return of obsolete and surplus Material
        under this Paragraph 10, including any applicable insurance and customs
        duties or other related expenditures, will be borne by the Buyer.

10.4    The Seller's obligation to repurchase surplus and obsolete Material
        depends upon the Buyer's demonstration, by the Buyer's compliance with
        the requirements set forth in Paragraph 9 of this Letter Agreement, that
        such Material does not exceed the Initial Provisioning requirements.
        Failure by the Buyer, after due notice from the Seller, to periodically
        submit such data within the period specified above in Paragraph 10.1 for
        the buy-back of surplus Material will discharge the Seller forthwith
        from all obligations under this Paragraph 10.

11.     WARRANTIES

        The Seller has negotiated and obtained the following warranties for
        Seller Parts from the Manufacturer with respect to the Seller Parts,
        subject to the terms, conditions, limitations and restrictions all as
        hereinafter set out. The Seller hereby assigns to the Buyer, and the
        Buyer hereby accepts, all of the rights and obligations of the Seller
        under the said warranties for Seller Parts delivered to the Buyer
        pursuant to this Letter Agreement, and the Seller subrogates to the
        Buyer all such rights and obligations in respect of such Seller Parts.
        The Seller hereby warrants to the Buyer that it has all the requisite
        authority to make the foregoing assignment and effect the foregoing
        subrogation to and in favor of the Buyer and


                                                                          LA1-17
<Page>

        that it will not enter into any amendment of the provisions so assigned
        or subrogated without the prior written consent of the Buyer.

        It is understood that in the provisions below between the words QUOTE
        and UNQUOTE, capitalized terms have the meanings assigned thereto in
        this Letter Agreement, except that the term Seller refers to the
        Manufacturer and the term Buyer means the Seller.

QUOTE

11.1      SELLER PARTS

          Subject to the limitations and conditions as hereinafter provided, the
          Seller warrants to the Buyer that all Seller Parts as defined above in
          Paragraph 1.1(a) will at the time of delivery to the Buyer:

          (a)   be free from defects in material,

          (b)   be free from defects in workmanship, including, without
                limitation, processes of manufacture,

          (c)   be free from defects in design (including, without limitation,
                selection of materials) having regard to the state of the art at
                the date of such design.

11.2      WARRANTY PERIOD

11.2.1.1  The warranty period for defects in new Seller Parts is thirty-six (36)
          months after delivery of such Seller Parts to the Buyer (the "Warranty
          Period").

11.2.1.2  The warranty period for used Seller Parts delivered by and/or repaired
          by the Seller is twelve (12) months after delivery of such parts to
          the Buyer.

11.3      BUYER'S REMEDY AND SELLER'S OBLIGATION

          The Buyer's remedy and Seller's obligation and liability under this
          Paragraph 11 are limited to the repair, replacement or correction, at
          the Seller's expense and option, of any defective Seller Part.

          The Seller, at its option, may furnish a credit to the Buyer for the
          future purchase of Seller Parts equal to the price at which the Buyer
          is then entitled to acquire a replacement for the defective Seller
          Part.

          The provisions of Clauses 12.1.5, 12.1.6 and 12.1.7 of the Agreement
          will, as applicable, also apply to this Paragraph 11.


                                                                          LA1-18
<Page>

11.4  EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY AND
      DUPLICATE REMEDIES

      The Buyer and the Seller recognize and agree that the Exclusivity of
      Warranties and General Limitations of Liability provisions and the
      Duplicate Remedies provisions contained in Clause 12 of the Agreement will
      also apply to the foregoing warranties provided for in this Paragraph 11.

UNQUOTE

      In consideration of the assignment and subrogation by the Seller under
      this Paragraph 11 in favor of the Buyer in respect of the Seller's rights
      against and obligations to the Manufacturer under the provisions quoted
      above, the Buyer hereby accepts such assignment and subrogation and agrees
      to be bound by all of the terms, conditions and limitations therein
      contained.

      EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY AND
      DUPLICATE REMEDIES

      THIS PARAGRAPH 11 (INCLUDING ITS SUBPROVISIONS) SETS FORTH THE EXCLUSIVE
      WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER,
      AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS
      LETTER AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR
      PROBLEM OF ANY KIND IN ANY SELLER PART DELIVERED UNDER THIS LETTER
      AGREEMENT.

      THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS
      PARAGRAPH 11 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY
      DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND SERVICES
      SUPPLIED UNDER THIS LETTER AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES
      AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND
      LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE
      BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR
      STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR
      PROBLEM OF ANY KIND IN ANY SELLER PART DELIVERED UNDER THIS LETTER
      AGREEMENT, INCLUDING BUT NOT LIMITED TO:

      (1)   ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY
            GENERAL OR PARTICULAR PURPOSE;


                                                                          LA1-19
<Page>

      (2)   ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE,
            COURSE OF DEALING, OR USAGE OF TRADE;

      (3)   ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

      (4)   ANY RIGHT, CLAIM OR REMEDY FOR TORT, INCLUDING ACTIONS FOR
            NEGLIGENCE, RECKLESSNESS, INTENTIONAL TORTS, IMPLIED WARRANTY IN
            TORT AND/OR STRICT LIABILITY;

      (5)   ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL
            CODE, OR ANY OTHER STATE OR FEDERAL STATUTE;

      (6)   ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR
            STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL
            STATUTE OR AGENCY;

      (7)   ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

            (a)   LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT,
                  EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THE AGREEMENT;

            (b)   LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT,
                  EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THE AGREEMENT;

            (c)   LOSS OF PROFITS AND/OR REVENUES;

            (d)   ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

      THE ABOVE LIMITATIONS WILL NOT BE INTERPRETED TO IMPAIR THE WARRANTIES
      GRANTED TO THE BUYER HEREUNDER.

      THE WARRANTIES PROVIDED BY THIS LETTER AGREEMENT WILL NOT BE EXTENDED,
      ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND
      THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS PARAGRAPH 11 SHOULD FOR


                                                                          LA1-20
<Page>

      ANY REASON BE HELD UNLAWFUL, OR OTHERWISE, UNENFORCEABLE, THE REMAINDER
      OF THE PARAGRAPH 11 WILL REMAIN IN FULL FORCE AND EFFECT.

      The remedies provided to the Buyer under this Paragraph 11 as to any
      defect in respect of the Aircraft or any part thereof are mutually
      exclusive and not cumulative. The Buyer will be entitled to the remedy
      that provides the maximum benefit to it, as the Buyer may elect, pursuant
      to the terms and conditions of this Paragraph 11 for any such particular
      defect for which remedies are provided under this Paragraph 11; provided,
      however, that the Buyer will not be entitled to elect a remedy under one
      part of this Paragraph 11 that constitutes a duplication of any remedy
      elected by it under any other part hereof for the same defect. The Buyer's
      rights and remedies herein for nonperformance of any obligation or
      liability of the Seller arising under these warranties will be in monetary
      damages limited to the amount the Buyer expends in procuring a connection
      or replacement for any covered part subject to a defect or nonperformance
      covered by this Paragraph 11, and the Buyer will not have any right to
      require specific performance by the Seller.

      NEGOTIATED AGREEMENT

      The Buyer and the Seller agree that this Paragraph 11 has been the subject
      of discussion and negotiation and is fully understood by the parties, and
      that the price of the Aircraft and the other mutual agreements of the
      parties set forth in the Agreement were arrived at in consideration of,
      INTER ALIA, the Exclusivity of Warranties and General Limitations of
      Liability provisions and Duplicate Remedies provisions set forth in
      Paragraph 11.4 above.

12.   LEASING

12.1  APPLICABLE TERMS

      The terms and conditions of this Paragraph 12 will apply to the Lessor's
      (as defined below) stock of Seller Parts listed in Appendix "A" to this
      Paragraph 12 ("Leased Parts") and will form a part of each lease of any
      Leased Part by the Buyer from the Seller after the date hereof. Except for
      the description of the Leased Part, the Lease Term, the Leased Part
      delivery and return locations and the Lease Charges (defined below in
      Paragraph 12.4), all other terms and conditions appearing on any order
      form or other document pertaining to Leased Parts will be deemed
      inapplicable, and in lieu thereof the terms and conditions of this
      Paragraph 12 will prevail. For purposes of this Paragraph 12, the term
      "Lessor" refers to the Seller and the term "Lessee" refers to the Buyer.
      Parts not included in Appendix "A" to this Paragraph 12 may be supplied
      under a separate lease agreement between the Seller and the Buyer.


                                                                          LA1-21
<Page>

12.2        LEASE PROCEDURE: SPARE PARTS LEASED

            At the Lessee's request by telephone (to be confirmed promptly in
            writing), telegram, letter or other written instrument, the Lessor
            will lease Leased Parts, which will be made available in accordance
            with Paragraph 4.2.3 of this Letter Agreement, to the Lessee as
            substitutes for parts withdrawn from an Aircraft for repair or
            overhaul. Each lease of Leased Parts will be evidenced by a lease
            document ("Lease") issued by the Lessor to the Lessee no later than
            seven (7) business days after delivery of the Leased Part.

12.3        LEASE TERM: RETURN

            The term of the lease ("Lease Term") will commence on the date of
            dispatch of the Leased Part to the Lessee or its agent at the
            Lessor's facility and will end on the date of receipt at the
            Lessor's facility of the Leased Part or exchanged part in a
            serviceable condition. The Lease Term will not exceed thirty (30)
            days after such date of dispatch, unless extended by written
            agreement between Lessor and Lessee within such thirty (30)-day
            period (such extension not to exceed an additional thirty (30)
            days). Notwithstanding the foregoing, the Lease Term will end in the
            event, and upon the date, of exercise of the Lessee's option to
            either purchase or exchange the Leased Part, as provided herein.

12.4        LEASE CHARGES AND TAXES

            The Lessee will pay the Lessor (a) a daily rental charge for the
            Lease Term in respect of each Leased Part equal to
            one-three-hundred-sixty-fifth (1/365) of the Catalog Price of such
            Leased Part, as set forth in the Seller's Spare Parts Price List in
            effect on the date of commencement of the Lease Term, (b) any
            reasonable additional costs which may be incurred by the Lessor as a
            direct result of such Lease, such as inspection, test, repair,
            overhaul and repackaging costs as required to place the Leased Part
            in satisfactory condition for lease to a subsequent customer, (c)
            all transportation and insurance charges and (d) any taxes, charges
            or customs duties imposed upon the Lessor or its property as a
            result of the lease, sale, delivery, storage or transfer of any
            Leased Part (the "Lease Charges"). All payments due hereunder will
            be made in accordance with Paragraph 6 of this Letter Agreement.

            In the event that the Leased Part has not been returned to the
            Lessor's designated facilities within the time period provided in
            Paragraph 12.3 above, the Lessor will be entitled, in addition to
            any other remedy it may have at law or under this Paragraph 12, to
            charge to the Lessee, and the Lessee will pay, all of the charges
            referred to in this Paragraph 12.4 accruing for each day after the
            end of the Lease


                                                                          LA1-22
<Page>

            Term and for as long as such Leased Part is not returned to the
            Lessor and as though the Lease Term were extended to the period of
            such delay.

12.5        TITLE

            Title to each Leased Part will remain with the Lessor at all times
            unless the Lessee exercises its option to purchase it in accordance
            with Paragraph 12.8 of this Letter Agreement, in which case title
            will pass to the Lessee in accordance with Paragraph 7 of this
            Letter Agreement.

12.6        RISK OF LOSS

            Except for normal wear and tear, each Leased Part will be returned
            to the Lessor in the same condition as when delivered to the Lessee.
            However, the Lessee will not without the Lessor's prior written
            consent repair, modify or alter any Leased Part. Risk of loss or
            damage to each Leased Part will remain with the Lessee until such
            Leased Part is redelivered to the Lessor at the return location
            specified in the applicable Lease. If a Leased Part is lost or
            damaged beyond repair, the Lessee will be deemed to have exercised
            its option to purchase the part in accordance with Paragraph 12.8 of
            this Letter Agreement, as of the date of such loss or damage.

12.7        RECORD OF FLIGHT HOURS

            All flight hours accumulated by the Lessee on each Leased Part
            during the Lease Term will be documented by the Lessee. Records will
            be delivered to the Lessor upon return of such Leased Part to the
            Lessor. In addition, all documentation pertinent to inspection,
            maintenance and/or rework of the Leased Part as maintained
            serviceable in accordance with the standards of the Lessor will be
            delivered to the Lessor upon return of the Leased Part to the Lessor
            on termination of the Lease.

            Such documentation will include but not be limited to evidence of
            incidents such as hard landings, abnormalities of operation and
            corrective action taken by the Lessee as a result of such incidents.

12.8        OPTION TO PURCHASE

12.8.1      The Lessee may at its option, exercisable by written notice given to
            the Lessor, elect during or at the end of the Lease Term to purchase
            the Leased Part. If the Leased Part is new, the then current
            purchase price for such Leased Part as set forth in the Seller's
            Spare Parts Price List will be paid by the Lessee to the Lessor. If
            the Leased Part is used, [****] of the then current purchase price
            for such Leased Part will be paid by the Lessee to the Lessor. Such
            option


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


                                                                          LA1-23
<Page>

            will be contingent upon the Lessee's providing the Lessor with
            evidence satisfactory to the Lessor that the original part fitted to
            the Aircraft is beyond economical repair. Should the Lessee exercise
            such option, [****] ([****]) of the Lease rental charges
            already invoiced pursuant to Paragraph 12.4 (a) will be credited to
            the Lessee against the said purchase price of the Leased Part.

12.8.2      In the event of purchase, the Leased Part will be warranted in
            accordance with Clause 11 of this Letter Agreement as though such
            Leased Part were a Seller Part; provided, however, that (i) the
            Seller will prorate the full Warranty Period granted to the Buyer
            according to the actual usage of such Leased Part and (ii) in no
            event will such Warranty Period be less than six (6) months from the
            date of purchase of such Leased Part. A warranty granted under this
            Paragraph 12.8.3 will be in substitution for the warranty granted
            under Paragraph 12.9 at the commencement of the Lease Term.

12.9        WARRANTIES

            The Lessor has negotiated and obtained the following warranties from
            the Manufacturer with respect to the Leased Parts, subject to the
            terms, conditions, limitations and restrictions all as hereinafter
            set out. The Lessor hereby assigns to the Lessee, and the Lessee
            hereby accepts, all of the rights and obligations of the Lessor
            under the said warranties, and the Lessor subrogates to the Lessee
            all such rights and obligations of the Lessor in respect of Leased
            Parts during the Lease Term. The Lessor hereby warrants to the
            Lessee that it has all requisite authority to make the foregoing
            assignment and effect the foregoing subrogation to and in favor of
            the Lessee and that it will not enter into any amendment of the
            provisions so assigned or subrogated without the prior written
            consent of the Lessee.

            It is understood that in the provisions below between the words
            QUOTE and UNQUOTE, capitalized terms have the meanings assigned
            thereto in this Letter Agreement, except that the term Lessor refers
            to the Manufacturer and the term Lessee refers to the Lessor.

QUOTE

12.9.1      The Lessor warrants that each Leased Part will at the time of
            delivery thereof:

            (a)   conform to the applicable specification for such part,

            (b)   be free from defects in material and

            (c)   be free from defects in workmanship, including without
                  limitation processes of manufacture.


                                                                          LA1-24
----------
[****] Represents material which has been redacted and filed separately with
the Commission pursuant to a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933, as amended.

<Page>

12.9.2      SURVIVAL OF WARRANTIES

            With respect to each Leased Part, the warranty set forth above in
            Paragraph 12.9.1 will survive delivery only upon the conditions and
            subject to the limitations set forth below in Paragraphs 12.9.3
            through 12.9.8.

12.9.3      WARRANTY AND NOTICE PERIODS

            The Lessee's remedy and the Lessor's obligation and liability under
            this Paragraph 12.9, with respect to each defect, are conditioned
            upon (i) the defect having become apparent to the Lessee within the
            Lease Term and (ii) the Lessor's warranty administrator having
            received written notice of the defect from the Lessee within sixty
            (60) days after the defect became apparent to the Lessee.

12.9.4      RETURN AND PROOF

            The Lessee's remedy and the Lessor's obligation and liability under
            this Paragraph 12.9, with respect to each defect, are also
            conditioned upon:

            (a)   the return by the Lessee as soon as practicable to the return
                  location specified in the applicable Lease, or such other
                  place as may be mutually agreeable, of the Leased Part claimed
                  to be defective, and

            (b)   the submission by the Lessee to the Lessor's warranty
                  administrator of reasonable proof that the claimed defect is
                  due to matter embraced within the Lessor's warranty under
                  this Paragraph 12.9 and that such defect did not result from
                  any act or omission of the Lessee, including but not limited
                  to any failure to operate or maintain the Leased Part claimed
                  to be defective or the Aircraft in which it was installed in
                  accordance with applicable governmental regulations and the
                  Lessor's applicable written instructions.

12.9.5      REMEDIES

            The Lessee's remedy and the Lessor's obligation and liability under
            this Paragraph 12.9 with respect to each defect are limited to the
            repair of such defect in the Leased Part in which the defect
            appears, or, as mutually agreed, to the replacement of such Leased
            Part with a similar part free from defect.

            Any replacement part furnished under this Paragraph 12.9.5 will for
            the purposes of this Letter Agreement be deemed to be the Leased
            Part so replaced.


                                                                          LA1-25
<Page>

12.9.6      SUSPENSION AND TRANSPORTATION COSTS

12.9.6.1    If a Leased Part is found to be defective and is covered by this
            warranty, the Lease Term and the Lessee's obligation to pay rental
            charges as provided in Paragraph 12.4(a) of this Letter Agreement
            will be suspended from the date on which the Lessee notifies the
            Lessor of such defect until the date on which the Lessor has
            repaired, corrected or replaced the defective Leased Part, provided,
            however, that the Lessee has withdrawn such defective Leased Part
            from use, promptly after giving such notice to the Lessor. If the
            defective Leased Part is replaced, such replacement will be deemed
            to no longer be a Leased Part under the Lease as of the date on
            which such part was received by the Lessor at the return location
            specified in the applicable Lease.

            If a Leased Part is found to be defective on first use by the Lessee
            and is coveted by this warranty, rental charges as provided in
            Paragraph 12.4(a) will not accrue and will not be payable by the
            Lessee until the date on which the Lessor has repaired, corrected or
            replaced the defective Leased Part.

12.9.6.2    All transportation and insurance costs associated with the return of
            the defective Leased Part to the Lessor and the return of the
            repaired, corrected or replacement part to the Lessee will be borne
            by the Lessor.

12.9.7      WEAR AND TEAR

            Normal wear and tear and the need for regular maintenance and
            overhaul will not constitute a defect or nonconformance under this
            Paragraph 12.9.

12.9.8      EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY AND
            DUPLICATE REMEDIES

            The Lessee and the Lessor recognize and agree that the Exclusivity
            of Warranties and General Limitations of Liability provisions and
            the Duplicate Remedies provisions contained in Clause 12 of the
            Agreement will also apply to the foregoing warranties provided for
            in this Paragraph 12.9.

UNQUOTE

            In consideration of the assignment and subrogation by the Seller
            under this Paragraph 12.9 in favor of the Buyer in respect of the
            Seller's rights against and obligations to the Manufacturer under
            the provisions quoted above, the Buyer hereby accepts such
            assignment and subrogation and agrees to be bound by all of the
            terms, conditions and limitations therein contained.


                                                                          LA1-26
<Page>

            EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY AND
            DUPLICATE REMEDIES

            THIS PARAGRAPH 12 (INCLUDING ITS SUBPROVISIONS) SETS FORTH THE
            EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE
            OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO
            TUE BUYER, WHETHER UNDER THIS LETTER AGREEMENT OR OTHERWISE, ARISING
            FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY
            LEASED PART DELIVERED UNDER THIS LETTER AGREEMENT.

            THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN
            THIS PARAGRAPH 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER
            FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS
            AND SERVICES SUPPLIED UNDER THIS LETTER AGREEMENT. THE BUYER HEREBY
            WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS,
            GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS,
            CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS
            OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH
            RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY
            LEASED PART DELIVERED UNDER THIS LETTER AGREEMENT, INCLUDING BUT NOT
            LIMITED TO:

            (1)   ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY
                  GENERAL OR PARTICULAR PURPOSE;

            (2)   ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF
                  PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

            (3)   ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

            (4)   ANY RIGHT, CLAIM OR REMEDY FOR TORT, INCLUDING ACTIONS FOR
                  NEGLIGENCE, RECKLESSNESS, INTENTIONAL TORTS, IMPLIED WARRANTY
                  IN TORT AND/OR STRICT LIABILITY;

            (5)   ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM
                  COMMERCIAL CODE, OR ANY OTHER STATE OR FEDERAL STATUTE;


                                                                          LA1-27
<Page>

            (6)   ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR
                  STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR
                  LOCAL STATUTE OR AGENCY;

            (7)   ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

                  (a)   LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT,
                        EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THE
                        AGREEMENT;

                  (b)   LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT,
                        COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER
                        THE AGREEMENT;

                  (c)   LOSS OF PROFITS AND/OR REVENUES;

                  (d)   ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

            THE ABOVE LIMITATIONS WILL NOT BE INTERPRETED TO IMPAIR THE
            WARRANTIES GRANTED TO THE BUYER HEREUNDER.

            THE WARRANTIES PROVIDED BY THIS LETTER AGREEMENT WILL NOT BE
            EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY
            THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS
            PARAGRAPH 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE
            UNENFORCEABLE, THE REMAINDER OF THIS PARAGRAPH 12 WILL REMAIN IN
            FULL FORCE AND EFFECT.

            The remedies provided to the Buyer under this Paragraph 12 as to any
            defect in respect of the Aircraft or any part thereof are mutually
            exclusive and not cumulative. The Buyer will be entitled to the
            remedy which provides the maximum benefit to it, as the Buyer may
            elect, pursuant to the terms and conditions of this Paragraph 12 for
            any such particular defect for which remedies are provided under
            this Paragraph 12; provided, however, that the Buyer will not be
            entitled to elect a remedy under one part of this Paragraph 12 which
            constitutes a duplication of any remedy elected by it under any
            other part hereof for the same defect. The Buyer's rights and
            remedies for nonperformance of any obligation or liability of the
            Seller arising under these warranties will be in monetary damages
            limited to the amount the Buyer expends in procuring a correction or
            replacement


                                                                          LA1-28
<Page>

            for any covered part subject to a defect or nonperformance covered
            by this Paragraph 12, and the Buyer will not have any right to
            require specific performance by the Seller.

            NEGOTIATED AGREEMENT

            The Buyer and the Seller agree that this Paragraph 12.9 has been the
            subject of discussion and negotiation and is fully understood by the
            parties, and that the price of the Aircraft and the other mutual
            agreements of the parties set forth in the Agreement were arrived at
            in consideration of, inter alia, the Exclusivity of Warranties
            provisions and General Limitations of Liability provisions set forth
            in Paragraph 12.9.8 above.


                                                                          LA1-29
<Page>

                                                       APPENDIX "A" TO CLAUSE 12

                            SELLER PARTS LEASING LIST

                                 (LEASED PARTS)

AILERONS

AUXILIARY POWER UNIT (APU) DOORS

CARGO DOORS

PASSENGER DOORS

ELEVATORS

FLAPS

LANDING GEAR DOORS

RUDDER

TAIL CONE

WING SLATS

SPOILERS

AIRBRAKES

WING TIPS


                                                                          LA1-30
<Page>

13.         TERMINATION

            Any termination under Clause 10, 11 or 21 of the Agreement or Letter
            Agreements thereto will discharge all obligations and liabilities of
            the parties hereunder with respect to such undelivered Material,
            services, data or other items to be purchased hereunder that are
            applicable to those Aircraft as to which the Agreement has been
            terminated. Termination under this Paragraph 13 notwithstanding new
            and unused Material in excess of the Buyer's requirements due to
            such Aircraft cancellation will be repurchased by the Seller as
            provided in Paragraph 10.2 of this Letter Agreement.

14.         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 14 will be void and of no force or effect.


                                                                          LA1-31
<Page>

      If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                   Very truly yours,

                                   AVSA, S.A.R.L.


                                   By: /s/ [ILLEGIBLE]
                                       ------------------------------

                                   Its:
                                        -----------------------------

                                   Date:
                                         ----------------------------


Accepted and Agreed

New Air Corporation


By: /s/ David Neeleman
   -----------------------------

Its: CEO
     ---------------------------

Date: 4/20/99
      --------------------------


                                                                          LA1-32
<Page>

                             LETTER AGREEMENT NO. 2

                                                            As of April 20, 1999

New Air Corporation
6322 South 3000 East
Suite L-201
Salt Lake City, UT 84121

Re: SPECIFICATION

Dear Ladies and Gentlemen:

      New Air Corporation (the "Buyer") and AVSA, S.A.R.L., (the "Seller"), have
entered into an Airbus A320 Purchase Agreement dated as of even date herewith
(the "Agreement"), which covers, among other things, the sale by the Seller and
the purchase by the Buyer of certain Aircraft, under the terms and conditions
set forth in said Agreement. The Buyer and the Seller have agreed to set forth
in this Letter Agreement No. 2 (the "Letter Agreement") certain additional terms
and conditions regarding the sale of the Aircraft. Capitalized terms used herein
and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

      Both parties agree that this Letter Agreement will constitute an integral,
nonseverable part of said Agreement, that the provisions of said Agreement are
hereby incorporated herein by reference, and that this Letter Agreement will be
governed by the provisions of said Agreement, except that if the Agreement and
this Letter Agreement have specific provisions which are inconsistent, the
specific provisions contained in this Letter Agreement will govern.

1.    AIRCRAFT MTOW

      In order for the Buyer to be able to fly all the missions contemplated in
      the Buyer's slot-exemption application to the U.S. Department of
      Transportation (the "Missions") with maximum passengers (max pax), [****]


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


                                                                           LA2-1
<Page>

      [****]

2.    LIQUID CRYSTAL DISPLAYS

      The Seller grants the Buyer the option to have Aircraft delivered with
      liquid crystal displays (LCDs) in place of cathode ray tubes (CRTs) when
      they are available for implementation on A320-200 aircraft on the assembly
      line. [****] Incorporation of LCDs into aircraft in production is
      currently scheduled for 2001.

3.    STEEL BRAKES

      The Seller grants the Buyer the option to have Aircraft delivered with
      Allied Signal convertible steel brakes, when they are available for
      A320-200 aircraft on the assembly line. These brakes will be available for
      the Aircraft under terms and conditions to be agreed between the Buyer and
      the Seller.

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 4 will be
      void and of no force or effect.


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


                                                                           LA2-2
<Page>

      If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                   Very truly yours,

                                   AVSA, S.A.R.L.


                                   By:   illegible
                                       ------------------------------

                                   Its: _____________________________

                                   Date: ____________________________


Accepted and Agreed

New Air Corporation


By:  /s/ David Neeleman
    ----------------------------

Its:    CEO
     ---------------------------

Date:  4-20-99
      --------------------------


                                                                           LA2-3
<Page>

                             LETTER AGREEMENT NO. 3

                                                            As of April 20, 1999

New Air Corporation
6322 South 3000 East
Suite L-201
Salt Lake City, UT 84121

Re: MISCELLANEOUS

Dear Ladies and Gentlemen:

      New Air Corporation (the "Buyer") and AVSA, S.A.R.L., (the "Seller"), have
entered into an Airbus A320 Purchase Agreement dated as of even date herewith
(the "Agreement"), which covers, among other things, the sale by the Seller and
the purchase by the Buyer of certain Aircraft, under the terms and conditions
set forth in said Agreement. The Buyer and the Seller have agreed to set forth
in this Letter Agreement No. 3 (the "Letter Agreement") certain additional terms
and conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

      Both parties agree that this Letter Agreement will constitute an integral,
nonseverable part of said Agreement, that the provisions of said Agreement are
hereby incorporated herein by reference, and that this Letter Agreement will be
governed by the provisions of said Agreement, except that if the Agreement and
this Letter Agreement have specific provisions which are inconsistent, the
specific provisions contained in this Letter Agreement will govern.

1.    AVSA CREDIT MEMORANDA

1.1   AIRFRAME CREDIT MEMORANDUM

      The Seller offers the Buyer an airframe credit of [****] (US
      dollars-- [****], in respect of each
      Aircraft (the "Airframe Credit Memorandum").

      The Airframe Credit Memorandum is quoted at January 1999 delivery
      conditions and is subject to escalation in accordance with the Airframe
      Price Revision Formula. Each Airframe Credit Memorandum will be available
      at delivery of the applicable Aircraft. At the Buyer's option, each
      Airframe Credit Memorandum


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


                                                                           LA3-1
<Page>

      will be (i) applied by the Seller against the Final Contract Price of the
      applicable Aircraft or (ii) applied by the Buyer against the purchase of
      product support related goods and services from the Seller or its
      Affiliates.

1.2   SUPPLEMENTAL CREDIT MEMORANDUM

      The Seller offers the Buyer a supplemental airframe credit of [****] (US
      dollars-- [****] in respect of each Firm Aircraft
      (the "Supplemental Airframe Credit Memorandum").

      The Supplemental Airframe Credit Memorandum is quoted at January 1999
      delivery conditions and is subject to escalation in accordance with the
      Airframe Price Revision Formula. Each Supplemental Credit Memorandum will
      be available at delivery of the applicable Firm Aircraft. At the Buyer's
      option, each Supplemental Credit Memorandum will be (i) applied by the
      Seller against the Final Contract Price of the applicable Firm Aircraft or
      (ii) applied by the Buyer against the purchase of product support related
      goods and services from the Seller or its Affiliates.

2.    [****]

3.    TAXES

      The Buyer and the Seller agree that the following paragraph will replace
      in its entirety Clause 3.3.2 of the Agreement.

      QUOTE

      3.3.2       [****]


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


                                                                           LA3-2
<Page>

                  [****]

      UNQUOTE

4.    INITIAL DELIVERIES

      [****]

5.    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 5 will be
      void and of no force or effect.


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


                                                                           LA3-3
<Page>

      If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                   Very truly yours,

                                   AVSA, S.A.R.L.


                                   By:   illegible
                                       ------------------------------

                                   Its: _____________________________

                                   Date: ____________________________


Accepted and Agreed

New Air Corporation


By:   /s/ David Neeleman
    ----------------------------

Its:     CEO
     ---------------------------

Date:   4-20-99
      --------------------------


                                                                           LA3-4
<Page>

                             LETTER AGREEMENT NO. 4

                                                            As of April 20, 1999

New Air Corporation
6322 South 3000 East
Suite L-201
Salt Lake City, UT 84121

Re: FLEXIBILITY RIGHTS

Dear Ladies and Gentlemen:

      New Air Corporation (the "Buyer") and AVSA, S.A.R.L., (the "Seller"), have
entered into an Airbus A320 Purchase Agreement dated as of even date herewith
(the "Agreement"), which covers, among other things, the sale by the Seller and
the purchase by the Buyer of certain Aircraft, under the terms and conditions
set forth in said Agreement. The Buyer and the Seller have agreed to set forth
in this Letter Agreement No. 4 (the "Letter Agreement") certain additional terms
and conditions regarding the sale of the Aircraft. Capitalized terms used herein
and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

      Both parties agree that this Letter Agreement will constitute an integral,
nonseverable part of said Agreement, that the provisions of said Agreement are
hereby incorporated herein by reference, and that this Letter Agreement will be
governed by the provisions of said Agreement, except that if the Agreement and
this Letter Agreement have specific provisions which are inconsistent, the
specific provisions contained in this Letter Agreement will govern.

1.    [****]


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


                                                                           LA4-1
<Page>

2.    OPTION AIRCRAFT

2.1   OPTION EXERCISE

      The Buyer may exercise its option to purchase each Option Aircraft
      scheduled for Delivery in any given calendar year quarter by giving
      written notice to the Seller by [****] months before the start of
      that quarter and by, concurrent with this notice, paying the Seller the
      first Predelivery Payment as set forth below in Paragraph 2.5. In respect
      of each Option Aircraft for which the Buyer lets lapse its right to option
      exercise, the Buyer and the Seller will have no more rights or
      obligations.

2.2   DELIVERY

      The Seller will have the Option Aircraft Ready for Delivery at the
      Delivery Location in accordance with Clause 9.1.1 of the Agreement.

2.3   BASE PRICE

      The Base Price of the Option Aircraft will be the same as for the Firm
      Aircraft, the terms and conditions of which are set forth in Clause 3 of
      the Agreement.

2.4   CREDIT MEMORANDUM

      The Seller will provide the Buyer with an Airframe Credit Memorandum for
      each Option Aircraft equal to and subject to the same terms and conditions
      as for the Firm Aircraft, as set forth in Paragraph 1.1 of Letter
      Agreement No. 3 to the Agreement.

2.5   PREDELIVERY PAYMENTS

      The first Predelivery Payment for each Option Aircraft converted to a firm
      order will be paid on the Buyer's written notification to the Seller of
      its exercise of the option to purchase such Option Aircraft, as set forth
      in the schedule set forth in Clause 5.2.3 of the Agreement. Subsequent
      Predelivery Payments for Option Aircraft converted to a firm order will
      also be paid as set forth in Clause 5.2.3 of the Agreement.

2.6   OTHER MATTERS

      It is understood that terms specifically applicable only to Firm Aircraft
      do not apply to Option Aircraft, even when an Option Aircraft is converted
      into a firm order.


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


                                                                           LA4-2
<Page>

3.    ADDITIONAL AIRCRAFT

3.1   The Seller will offer the Buyer delivery positions for A320 Additional
      Option Aircraft equal to the number of Option Aircraft for which the Buyer
      exercises its purchase right, in accordance with Paragraph 2 above. The
      Seller will advise the Buyer of these delivery positions when the option
      to firmly order Option Aircraft is exercised as set forth above in
      Paragraph 2.2. The Buyer will accept the delivery position by making a
      nonrefundable deposit of [****] (US dollars-- [****]),
      within [****] days of the Seller's advise regarding delivery
      positions.

3.2   Once a delivery position for an A320 Additional Option Aircraft has been
      allocated to the Buyer and the Buyer has paid the corresponding deposit,
      then the terms and conditions applicable to Option Aircraft set out in the
      Agreement will be extended to apply for such A320 Additional Option
      Aircraft, and such A320 Additional Option Aircraft will be deemed to be
      Option Aircraft, so long as delivery for the A320 Additional Option
      Aircraft is scheduled by December 31, [****].

3.3   In respect of each A320 Additional Option Aircraft for which the Buyer
      lets lapse its right to option exercise, the Buyer and the Seller will
      have no more rights or obligations.

4.    CONVERSION

4.1   CONVERSION RIGHT

      The Seller grants the Buyer the right to convert Option Aircraft to
      A319-100 model aircraft (the "A319 Aircraft") or A321-200 model aircraft
      (the "A321 Aircraft") under the following terms (the "Conversion Right"):

      (i)   The Buyer will exercise Conversion Rights for Option Aircraft
            scheduled for Delivery in any given calendar year quarter by giving
            written notice to the Seller by [****] months before the
            start of that quarter.

      (ii)  The Seller does not guarantee that the delivery date for a converted
            aircraft will be the same as the delivery date for the Option
            Aircraft from which it is converted.

      (iii) The Buyer's exercise of a Conversion Right for an Option Aircraft
            will also constitute exercise of the option to firmly order such
            Option Aircraft, in accordance with Paragraph 1 of this Letter
            Agreement.

      (iv)  Each Option Aircraft may be the subject of a Conversion Right once
            only.


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


                                                                           LA4-3
<Page>

      (v)   Each Conversion Right is subject to the agreement of the Propulsion
            Systems manufacturer.

4.2   SPECIFICATION

      In the event that the Buyer exercises a Conversion Right, the
      specification applicable to the A319 Aircraft and A321 Aircraft will be as
      follows:

      (i)   The A319 Aircraft will be built in accordance with the A319-100
            Standard Specification No. J.000.01000, Issue 4, dated January 30,
            1998, published by the Manufacturer, which includes an MTOW of 64
            metric tons.

      (ii)  The A321 Aircraft will be built in accordance with the A321-200
            Standard Specification No. E.000.02000, Issue 5, dated January 30,
            1998, published by the Manufacturer, modified to include an MTOW of
            93 metric tons.

      (iii) The propulsion systems for the A319 Aircraft will be either the IAE
            V2522-A5 or IAE V2524-A5 powerplants; and the propulsion systems for
            the A321 Aircraft will be the IAE V2533-A5.

4.3   PRICE

      In the event that the Buyer exercises a Conversion Right under Paragraph
      4.1 above, [****]

4.4   OTHER MATTERS

      On exercise of a Conversion Right pursuant to Paragraph 4.1, the Agreement
      and all Letter Agreements to the Agreement will apply to the A319 Aircraft
      and A321 Aircraft MUTATIS MUTANDIS, unless otherwise agreed herein.

4.5   AMENDMENT

      In the event that a Conversion Right is exercised in accordance with
      Paragraph 4.1 above, an amendment to the Agreement will be executed within
      thirty (30) days of the Buyer's exercise of its Conversion Right. The
      amendment will include pricing and all other applicable terms and
      conditions corresponding to A319 Aircraft and/or A321 Aircraft, based on
      the terms and conditions of this Paragraph 4.


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


                                                                           LA4-4
<Page>

5.    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 5 will be
      void and of no force or effect.


                                                                           LA4-5
<Page>

      If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                   Very truly yours,

                                   AVSA, S.A.R.L.


                                   By:   illegible
                                       ------------------------------

                                   Its:
                                        -----------------------------

                                   Date:
                                         ----------------------------


Accepted and Agreed

New Air Corporation


By:   /s/ David Neeleman
    ----------------------------

Its:   CEO
    ----------------------------

Date:    4-20-99
    ----------------------------


                                                                           LA4-6
<Page>

                             LETTER AGREEMENT NO. 5

                                                            As of April 20, 1999

New Air Corporation
6322 South 3000 East
Suite L-201
Salt Lake City, UT 84121

Re:   [****]

Ladies and Gentlemen:

      New Air Corporation (the "Buyer") and AVSA, S.A.R.L., (the "Seller"), have
entered into an Airbus A320 Purchase Agreement dated as of even date herewith
(the "Agreement"), which covers, among other things, the sale by the Seller and
the purchase by the Buyer of certain Aircraft, under the terms and conditions
set forth in said Agreement. The Buyer and the Seller have agreed to set forth
in this Letter Agreement No. 5 (the "Letter Agreement") certain additional terms
and conditions regarding the sale of the Aircraft. Capitalized terms used herein
and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

      Both parties agree that this Letter Agreement will constitute an integral,
nonseverable part of said Agreement, that the provisions of said Agreement are
hereby incorporated herein by reference, and that this Letter Agreement will be
governed by the provisions of said Agreement, except that if the Agreement and
this Letter Agreement have specific provisions which are inconsistent, the
specific provisions contained in this Letter Agreement will govern.

1.    [****]


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


                                                                           LA5-1
<Page>

2.    [****]

2.1   [****]

3.    [****]

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 4 will be
      void and of no force or effect.


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


                                                                           LA5-2
<Page>

      If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                   Very truly yours,

                                   AVSA, S.A.R.L.


                                   By:    illegible
                                       ------------------------------

                                   Its:
                                       ------------------------------

                                   Date:
                                         ----------------------------


Accepted and Agreed

New Air Corporation


By:    /s/ David Neeleman
    ----------------------------

Its:    CEO
     ---------------------------

Date:   4-20-99
      --------------------------


                                                                           LA5-3
<Page>

                             LETTER AGREEMENT NO. 6

                                                            As of April 20, 1999

New Air Corporation
6322 South 3000 East
Suite L-201
Salt Lake City, UT 84121

Re: PRODUCT SUPPORT

Dear Ladies and Gentlemen:

      New Air Corporation (the "Buyer") and AVSA, S.A.R.L., (the "Seller"), have
entered into an Airbus A320 Purchase Agreement dated as of even date herewith
(the "Agreement"), which covers, among other things, the sale by the Seller and
the purchase by the Buyer of certain Aircraft, under the terms and conditions
set forth in said Agreement. The Buyer and the Seller have agreed to set forth
in this Letter Agreement No. 6 (the "Letter Agreement") certain additional terms
and conditions regarding the sale of the Aircraft. Capitalized terms used herein
and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

      Both parties agree that this Letter Agreement will constitute an integral,
nonseverable part of said Agreement, that the provisions of said Agreement are
hereby incorporated herein by reference, and that this Letter Agreement will be
governed by the provisions of said Agreement, except that if the Agreement and
this Letter Agreement have specific provisions which are inconsistent, the
specific provisions contained in this Letter Agreement will govern.

1.    PRODUCT SUPPORT CREDIT

      In consideration of the Buyer's purchase of the Aircraft, the Seller will
      make available to the Buyer a credit memorandum of US [****] (US
      dollars-- [****]) for goods and services to be purchased from ASCO
      (including spare parts and training goods and services) (the "Product
      Support Credit"). [****]


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


                                                                           LA6-1
<Page>

      In the event that (i) the Seller terminates the Agreement in respect of
      any or all Firm Aircraft pursuant to its rights under the Agreement or
      (ii) the Buyer breaches its obligation to take delivery of all Firm
      Aircraft under the Agreement, the Buyer will reimburse to the Seller a
      dollar amount equal to the used portion of the Product Support Credit.

2.    [****]

3.    WARRANTY

      [****]

4.    [****]

      For each Option Aircraft firmly ordered by the Buyer pursuant to Paragraph
      2 of Letter Agreement No. 4 to the Agreement, the Seller will [****]

5.    [****]

6.    SPARE PARTS PRICES

      [****]


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


                                                                           LA6-2
<Page>

      [****]

7.    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 7 will be
      void and of no force or effect.

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

                                                                          LA 6-3
<Page>

      If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                   Very truly yours,

                                   AVSA, S.A.R.L.


                                   By:    illegible
                                       ------------------------------

                                   Its:
                                        -----------------------------

                                   Date:
                                         ----------------------------


Accepted and Agreed

New Air Corporation


By:   /s/ David Neeleman
    ----------------------------

Its:    CEO
     ---------------------------

Date:    4-20-99
      --------------------------


                                     LA6-4
<Page>

                             LETTER AGREEMENT NO. 7

                                                            As of April 20, 1999

New Air Corporation
6322 South 3000 East
Suite L-201
Salt Lake City, UT 84121

Re:   DISPATCH RELIABILITY GUARANTEE

Ladies and Gentlemen:

      New Air Corporation (the "Buyer") and AVSA, S.A.R.L., (the "Seller"), have
entered into an Airbus A320 Purchase Agreement dated as of even date herewith
(the "Agreement"), which covers, among other things, the sale by the Seller and
the purchase by the Buyer of certain Aircraft, under the terms and conditions
set forth in said Agreement. The Buyer and the Seller have agreed to set forth
in this Letter Agreement No. 7 (the "Letter Agreement") certain additional terms
and conditions regarding the sale of the Aircraft. Capitalized terms used herein
and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

      Both parties agree that this Letter Agreement will constitute an integral,
nonseverable part of said Agreement, that the provisions of said Agreement are
hereby incorporated herein by reference, and that this Letter Agreement will be
governed by the provisions of said Agreement, except that if the Agreement and
this Letter Agreement have specific provisions which are inconsistent, the
specific provisions contained in this Letter Agreement will govern.

      The Seller, under its arrangement with the Manufacturer, has negotiated
and obtained the following dispatch reliability guarantee from the Manufacturer
with respect to the Aircraft, subject to the terms, conditions, limitations and
restrictions all as hereinafter set out. The Seller hereby guarantees to the
Buyer the performance by the Manufacturer of its obligations under this dispatch
reliability guarantee and hereby assigns to the Buyer, and the Buyer hereby
accepts, all of the rights and obligations of the Seller as aforesaid under the
said dispatch reliability guarantee, and the Seller subrogates to the Buyer all
such rights and obligations in respect of the Aircraft. The Seller hereby
warrants to the Buyer that it has all requisite authority to make the foregoing
assignment and effect the foregoing subrogation to and in favor of the Buyer and
that it will not enter into any amendment of the provisions so assigned or
subrogated without the prior written consent of the Buyer.

      It is understood that in the provisions below between the words QUOTE and
UNQUOTE, capitalized terms have the meanings assigned thereto in this Letter
Agreement, except that the term Seller refers to the Manufacturer and the term
Buyer means the Seller.


                                     LA7-1
<Page>

      QUOTE

1.    SCOPE, COMMENCEMENT, DURATION, DEFINITIONS

      This dispatch reliability guarantee (the "Guarantee") extends to the
      Aircraft fleet, will commence with delivery of the first Aircraft and will
      remain in force for a period of [****] (the "Term"), unless the
      Guarantee is extended two (2) years beyond the Term under the terms of
      Paragraph 3.2 below. ETOPS flights are not included in this Guarantee. It
      is agreed that for the purposes of this Letter Agreement only, [****]

      All terms used in this Guarantee and not defined in this Paragraph 1 or in
      Paragraph 2 are defined below in Paragraph 4.

2.    SUSPENSION OF GUARANTEE

      The provisions of the Guarantee will be suspended during any computation
      period during which:

            Rf LESS THAN Ro - 1.0%

            Where:

            Ro is the Dispatch Reliability as computed by the Manufacturer and
            published in the "Quarterly Service Report," of the world fleet of
            aircraft of the same type as the Aircraft, but excluding the
            Aircraft, during a computation period, expressed as a percentage.

            Rf is the Dispatch Reliability as computed by the Manufacturer and
            published in the "Quarterly Service Report," of the Aircraft fleet
            during the same computation period, expressed as a percentage.

3.    GUARANTEE

3.1   FIRST YEAR OF TERM

      The Seller guarantees that, from the first three-month Computation Period
      following delivery of the first Aircraft, the Achieved Dispatch
      Reliability Level will be at least [****]. This level
      will be maintained until the end of the first year of operation of the
      Aircraft fleet following delivery of the first Aircraft.


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


                                                                           LA7-2
<Page>

3.2   REMAINING YEARS OF GUARANTEE

      Provided that the Buyer's personnel complete a mutually agreed course
      of training, the Seller guarantees that from the first three-month
      Computation Period after the beginning of the second year of operation
      of the first Aircraft and the end of the Term, the Achieved Dispatch
      Reliability Level will be at least [****]. In the event that the Buyer
      demonstrates that the Achieved Dispatch Reliability Level is less than
      [****] in any Computation Period during the fourth year of operation,
      then the Seller will extend the Term of this Guarantee by two (2) years.

4.    DEFINITIONS

4.1   ACHIEVED DISPATCH RELIABILITY LEVEL COMPUTATION AND COMPUTATION PERIOD

      "Achieved Dispatch Reliability Level" is the actual Dispatch Reliability
      obtained by the Aircraft fleet in regular revenue service and adjusted to
      the clauses of this Guarantee.

      Achieved Dispatch Reliability Level, expressed as a percent, will be
      computed monthly ("Computation") on the basis of a three-month moving
      average period ("Computation Period") as follows:

                              Total number of Revenue Flights without
      Achieved                Chargeable Delays or Cancellations
      Dispatch                during the Computation Period                x 136
      Reliability =           -------------------------------------------
      Level                   Total number of Revenue Flights
                              during the Computation Period

4.2   AIRCRAFT INHERENT MALFUNCTION

      An "Aircraft Inherent Malfunction" is a condition whereby maintenance
      action confirms that the operation of a system or component is outside its
      specific limit.

4.3   CANCELLATION

      A "Cancellation" is a Revenue Flight that does not take place. The
      cancellation of any or all of the flight legs of a multi-leg flight
      constitutes only one (1) Cancellation.

4.4   CHARGEABLE DELAY

      A "Chargeable Delay" is a delay that occurs when, for reasons other than
      those defined under "Excluded Delay," a primary Aircraft Inherent
      Malfunction causes either:


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


                                                                           LA7-3
<Page>

      (i)   an originating Revenue Flight to depart more than fifteen (15)
            minutes later than the scheduled departure time, or

      (ii)  a revenue-through-service or turnaround flight to remain on the
            ground more than fifteen (15) minutes longer than the allowable
            ground time.

4.5   DISPATCHED

      An Aircraft will be deemed to have been "Dispatched" when it leaves the
      gate for a Revenue Flight.

4.6   EXCLUDED DELAY

      An "Excluded Delay" is any Delay that is not a Chargeable Delay and any
      delay in scheduled departure due to the causes listed below. Excluded
      Delays are excluded from this Guarantee.

      (1)   SERVICING - NO CORRECTIVE MAINTENANCE PERFORMED

            Struts
            Oil
            Hydraulic fluid
            Lubrication
            All servicing activities that do not require the mechanic to
            physically adjust or replace or defer structural repair and replace
            hardware/software
            Fueling related
            Deicing
            Water and waste
            Sanitizing / flushing
            Moisture and condensation
            Printer paper replacement
            Routine cleaning
            Tire pressure servicing

      (2)   PRECAUTIONARY MAINTENANCE - NO CORRECTIVE MAINTENANCE PERFORMED

            Installing/continuing placard
            Hydraulic leaks - within limits
            Fuel leak - within limits
            Manual closing or cycling passenger/crew/cargo door
            Decals/paint/appearance items
            Passenger amenity lamps
            Tires - worn past limits
            Brakes - worn past limits
            Resetting circuit breakers - no corrective maintenance performed


                                                                           LA7-4
<Page>

      (3)   SCHEDULED MAINTENANCE ACTIVITIES
            COMPLETION OF SCHEDULED / PLANNED WORK CONTENT OF SCHEDULED:
                  Maintenance checks
                  Maintenance set-ups

      (4)   PARTS DELAYS AND CANCELLATIONS

      (5)   EXTERNAL FORCE DAMAGE: AIRCRAFT DAMAGE/LIGHTNING STRIKES, ETC.

      (6)   KNOWN PERSONNEL ERROR

      (7)   SECONDARY DELAY/CANCELLATION:
                  For any given day, a delay or cancellation of a scheduled
                  flight caused by the same problem that caused the original
                  delay or cancellation.

      (8)   Delays caused by systems or components being designated as "Go if"
            in the Minimum-Equipment List (MEL) as approved by the Buyer's
            airworthiness authorities for the Buyer's operation of the Aircraft.

      (9)   Delays attributable to the Propulsion Systems.

4.7   GUARANTEED DISPATCH RELIABILITY LEVEL

      The guarantee levels set forth above in Paragraph 3.

4.8   REVENUE FLIGHT

      A "Revenue Flight" is a flight that is either listed in the Buyer's
      timetable or a scheduled charter flight of the Aircraft.

5.    OBLIGATIONS

5.1   BUYER'S AND SELLER'S OBLIGATIONS

      The Buyer's and Seller's specialists will mutually agree on the details of
      a Chargeable Delay reporting procedure by three (3) months before delivery
      of the first Aircraft.

5.2   BUYER'S OBLIGATIONS

      (a)   The Buyer will regularly submit Chargeable Delay data on a monthly
            basis not later than fifteen (15) days after the end of the
            reporting month. Such data must contain detailed information on
            delays and Cancellations


                                                                           LA7-5
<Page>

            to allow the Seller to assess the nature of system or component
            malfunctions.

      (b)   At any time but not later than one (1) month after a Computation, if
            the Achieved Dispatch Reliability Level is below the Guaranteed
            Dispatch Reliability Level, the Buyer will notify the Seller and
            will request the Seller to take corrective actions. In such event,
            all necessary additional detailed operational and engineering
            information will be provided by the Buyer in order to allow the
            Seller to determine the necessary action.

      (c)   The Buyer will incorporate in and apply to the Aircraft the
            procedures and modifications recommended by the Seller in order to
            improve the Achieved Dispatch Reliability Level. Said modifications
            will be incorporated and such procedures will be applied as soon as
            is reasonably possible, consistent with the Buyer's maintenance
            program, following receipt of instructions and parts (if applicable)
            by the Buyer, provided that:

            (i)   the effect of such a procedure or modification is
                  substantiated to the Buyer's satisfaction, and

            (ii)  application of such a procedure or modification is economical
                  and practical as determined by the Buyer's customary analysis
                  practice.

            In the event of a disagreement between the Seller and the Buyer as
            to the effectiveness of procedures or modifications proposed by the
            Seller to increase the achieved level, the Buyer will demonstrate to
            the Seller that pursuant to its analysis, such a modification or
            procedure is not effective.

            Notwithstanding the Buyer's obligations above, the Buyer may, at its
            option, decline to install such modification or decline to follow
            the revised procedures referred to above. If the Buyer so declines,
            the Seller may adjust the Guaranteed Dispatch Reliability Level
            downwards by an amount consistent with the improvement in the
            Achieved Dispatch Reliability Level, based on reasonable
            substantiation to the Buyer and on other operators, experience, if
            any, that the reliability benefits of such modification or such
            revised procedures are expected to cause.

      (d)   Furthermore, the Buyer agrees to set its Aircraft fleet technical
            dispatch reliability goals as shown in the Buyer's regular
            reliability report (or equivalent) at a level equal to or greater
            than the Guaranteed Dispatch Reliability Level, so that both the
            Buyer's and the Seller's technical staff can aggressively pursue
            attainment of the Guaranteed Dispatch Reliability Level.


                                                                           LA7-6
<Page>

5.3   SELLER'S OBLIGATIONS

      During the Term, the Seller will provide technical and operational
      analyses of delays and cancellations and will develop corrections intended
      to reduce delays and, in the event that the Achieved Dispatch Reliability
      Level is below the Guaranteed Dispatch Reliability Level the Seller will,
      not later than six (6) months where practicable after notification by the
      Buyer and at no charge to the Buyer:

      (a)   provide modified Manufacturer's items, either hardware of software,
            to improve the Achieved Dispatch Reliability Level,

      (b)   make recommendations concerning the Aircraft operation and
            maintenance programs, publications, and policies to improve the
            Achieved Dispatch Reliability Level,

      (c)   assist the Buyer to cause Vendors to take action to improve the
            Achieved Dispatch Reliability Level.

6.    ADJUSTMENT

      Any design, certification, regulatory, organizational structure or
      Aircraft operation changes outside the Seller's control that may have an
      effect upon the operation and dispatch characteristics of the Aircraft
      will be cause for reevaluation or adjustment of this Guaranteed Dispatch
      Reliability Level by mutual agreement between the Buyer and the Seller.

7.    ACHIEVED DISPATCH RELIABILITY LEVEL REVIEW MEETINGS

      An Achieved Dispatch Reliability Level review meeting between the Seller's
      and the Buyer's representatives will be scheduled at the end of each six
      (6) month period of Aircraft operation, or at some other period to be
      mutually agreed. Representatives of the Buyer and the Seller will
      participate in the meeting and will

      (a)   review current Achieved Dispatch Reliability Level,

      (b)   eliminate unsupported or non-Aircraft-inherent delay claims from
            delay records to compute Achieved Dispatch Reliability Level,

      (c)   consider corrective action, if required,

      (d)   review the Buyer's incorporation of modifications as stated in
            Paragraph 5.2 of this Letter Agreement and requirements, if any, for
            reduction of the Guaranteed Dispatch Reliability Level,


                                                                           LA7-7
<Page>

      (e)   review possible design, certification, regulatory, organizational
            structure or Aircraft operation changes and requirements, if any,
            necessitating adjustment of the Guaranteed Dispatch Reliability
            Level.

8.    REMEDIES

8.1   At the end of each Computation Period, the Buyer and the Seller will
      jointly compare the Achieved Dispatch Reliability Level with the
      Guaranteed Dispatch Reliability Level. For each Computation Period during
      which a shortfall is found in the Achieved Dispatch Reliability Level, the
      Seller will credit the Buyer's account with ASCO, in the amount of US$
      [****] (US dollars--[****]) per percentage point of shortfall or,
      in the case of a fraction of a percentage point, with a prorated portion
      of this dollar amount.

8.2   For each Computation Period during which the Achieved Dispatch Reliability
      Level exceeds the Guaranteed Dispatch Reliability Level, the Seller may
      apply against existing or future credits issued by the Seller in
      accordance with Paragraph 8.1 above the amount of US$ [****](US
      dollars--[****] per percentage point of exceedance or, in the
      case of a fraction of a percentage point, with a prorated portion of this
      dollar amount. If at any time during the Term the amounts offset against
      existing or future credits exceed existing or future Credits, the credit
      balance in the Seller's favor will be carried forward into subsequent
      calendar quarters until fully exhausted. However, at no time will the
      Buyer be required to make payments to the Seller for credit balances in
      the Seller's favor.

8.3   The Seller and the Buyer acknowledge and agree that the maximum liability
      of the Seller under this Guarantee for damages (and not as penalty) will
      be US$ [****](US dollars--[****].

8.4   Remedies under this Guarantee will be exclusive and will not be cumulative
      with any other Guarantee provided by the Seller, the Propulsion Systems
      manufacturer or any other Aircraft related vendor.

9.    LIABILITY LIMITATION

      The Seller's liability for failure to meet the Guarantee values will be
      governed solely by the terms of this Guarantee.

      UNQUOTE

      ASSIGNMENT

      In consideration of the assignment and subrogation by the Seller under
      this Letter Agreement in favor of the Buyer in respect of the Seller's
      rights against and obligations to the Manufacturer under the provisions
      quoted above, the Buyer


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


                                                                           LA7-8
<Page>

      hereby accepts such assignment and subrogation and agrees to be bound by
      all of the terms, conditions and limitations therein contained. The Buyer
      and Seller recognize and agree that all the provisions of Clause 12 of the
      Agreement, including without limitation the Exclusivity of Warranties and
      General Limitations of Liability and Duplicate Remedies therein contained,
      will apply to the foregoing dispatch reliability guarantee.

      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.


                                                                           LA7-9
<Page>

      If the foregoing correctly sets forth our understanding. please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                   Very truly yours,

                                   AVSA, S.A.R.L.


                                   By:     illegible
                                       ------------------------------

                                   Its:
                                        -----------------------------

                                   Date:
                                         ----------------------------


Accepted and Agreed

New Air Corporation


By:    /s/ David Neeleman
    ----------------------------

Its:   CEO
     ---------------------------

Date:   4-20-99
      --------------------------


                                                                          LA7-10
<Page>

                             LETTER AGREEMENT NO. 8

                                                            As of April 20, 1999

New Air Corporation
6322 South 3000 East
Suite L-201
Salt Lake City, UT 84121

Re:   MAXIMUM PARTS COST GUARANTEE

Ladies and Gentlemen:

      New Air Corporation (the "Buyer") and AVSA, S.A.R.L., (the "Seller"), have
entered into an Airbus A320 Purchase Agreement dated as of even date herewith
(the "Agreement"), which covers, among other things, the sale by the Seller and
the purchase by the Buyer of certain Aircraft, under the terms and conditions
set forth in said Agreement. The Buyer and the Seller have agreed to set forth
in this Letter Agreement No. 8 (the "Letter Agreement") certain additional terms
and conditions regarding the sale of the Aircraft. Capitalized terms used herein
and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

      Both parties agree that this Letter Agreement will constitute an integral,
nonseverable part of said Agreement, that the provisions of said Agreement are
hereby incorporated herein by reference, and that this Letter Agreement will be
governed by the provisions of said Agreement, except that if the Agreement and
this Letter Agreement have specific provisions which are inconsistent, the
specific provisions contained in this Letter Agreement will govern.

The Seller, under its arrangement with the Manufacturer, has negotiated and
obtained the following maximum parts cost guarantee from the Manufacturer with
respect to the Aircraft, subject to the terms, conditions, limitations and
restrictions all as hereinafter set out. The Seller hereby guarantees to the
Buyer the performance by the Manufacturer of its obligations under this maximum
parts cost guarantee and hereby assigns to the Buyer, and the Buyer hereby
accepts, all of the rights and obligations of the Seller as aforesaid under the
said maximum parts cost guarantee, and the Seller subrogates to the Buyer all
such rights and obligations in respect of the Aircraft. The Seller hereby
warrants to the Buyer that it has all requisite authority to make the foregoing
assignment and effect the foregoing subrogation to and in favor of the Buyer and
that it will not enter into any amendment of the provisions so assigned or
subrogated without the prior written consent of the Buyer.


                                                                           LA8-1
<Page>

      It is understood that in the provisions below between the words QUOTE and
UNQUOTE, capitalized terms have the meanings assigned thereto in this Letter
Agreement, except that the term Seller refers to the Manufacturer and the term
Buyer means the Seller.

      QUOTE

1.    GUARANTEE

      The Maximum Parts Cost Guarantee covers structural parts and systems
      listed in Appendix 1 and will include only such parts, subassemblies or
      assemblies which are scrapped in the process of maintaining, restoring or
      overhauling those A320 Aircraft components categorized as "Rotable" or
      "Repairable" items.

1.1   DURATION

      The Maximum Parts Cost Guarantee will cover a [****] year period
      commencing with delivery of the first A320 Aircraft.

1.2   GUARANTEE

      The Seller guarantees that for the first [****] commencing with
      delivery of the first A320 Aircraft to the Buyer the Maximum Parts Cost
      per flying hour for the maintenance, restoration, and overhaul of the
      structural parts and systems defined in Appendix 1 hereto (the
      "Guaranteed Material Consumption Cost") will not exceed an average of
      US [****] (US dollars--[****]) for the A320 Aircraft in January 1999
      delivery conditions. On each anniversary of January 1999, this figure
      will be revised in accordance with the Airframe Price Revision Formula.

1.3   ADJUSTMENTS

      The Maximum Parts Cost Guarantee is based on an estimated A320 Aircraft
      average flight time of 1.4 hours and an average A320 Aircraft usage rate
      of 3400 (three thousand four hundred) flying hours per year. Should the
      A320 Aircraft average flight time be different from the estimated 1.4
      hours, adjustments will be made in accordance with the following formula:

                           C(G) = (X+YT(F))/T(F) where

      C(G)  is the guaranteed MPC per flying hours, in US dollars,

      X     is US$ [****] for the A320 Aircraft per flight cycle,

      Y     is US$ [****] for the A320 Aircraft per flight hour, and

      T(F)  is the A320 Aircraft average flight time in hours.


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


                                                                           LA8-2
<Page>

      Should the A320 Aircraft average usage rate be different 3400 (three
      thousand four hundred) flying hours by more than ten percent (10%), the
      Maximum Parts Cost Guarantee value will be readjusted by mutual agreement.

1.4   REPORTING

      The Buyer undertakes to set up, on execution of the A320 Purchase
      Agreement, a Consumed Material Cost Accounting System for administration
      of this Maximum Parts Cost Guarantee. Reporting and administrative
      procedures to implement this Maximum Parts Cost Guarantee will be mutually
      agreed between the Buyer and the Seller no later than three (3) months
      prior to delivery of the first A320 Aircraft.

1.5   Within one hundred twenty (120) days after the expiration of this Maximum
      Parts Cost Guarantee the results of the system Consumed Material Cost will
      be summarized. Should the Adjusted Material Consumption Cost per flying
      hour (as defined by "C(AN) - C(WN)" below) be equal to or above one
      hundred and ten percent (110%) of the Guaranteed Material Consumption Cost
      as calculated in accordance with Subparagraph 1.2 above, then, within
      ninety (90) days, the Seller will credit the Buyer with an amount L as
      defined in the equation below, multiplied by the number of flying hours
      accumulated by the A320 Aircraft in the eight-year Maximum Parts Cost
      Guarantee period.

                        L = 0.5 3(R)(N=I) (C(AN) - C(WN) - C(GN))

                        where:

      L:                Seller's liability in US dollars per flying hour, summed
                        over the [****] Maximum Parts Cost Guarantee period,

      C(AN):            actual direct consumed material purchase price over the
                        A320 Aircraft fleet in US dollars per flying hour for
                        each of the [****] in the Maximum Parts Cost
                        Guarantee period as measured by the Buyer's Consumed
                        Material Cost Accounting System and as agreed to by the
                        Seller,

      C(WN):            value of relevant settlements made under the terms of
                        all other applied warranties and guarantees under the
                        A320 Purchase Agreement in US dollars per flying hour
                        (the Buyer is expected to have pursued and obtained
                        maximum benefit from all such other warranties and
                        guarantees offered by the Seller and the Vendors), in
                        the corresponding year of the Maximum Parts Cost
                        Guarantee period,

      C(AN) - C(WN):    Adjusted Material Consumption Cost in US dollars per
                        flying hour,


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


                                                                           LA8-3
<Page>

      C(GN):            Guaranteed Maximum Parts Cost per flying hour in US
                        dollars for each of the [****] in the Maximum
                        Parts Cost Guarantee period.

      With respect to maintenance or repairs subcontracted by the Buyer to, and
      performed by, third parties, the actual direct cost or consumed material
      will be deemed to be twenty-five percent (25%) of the price to the Buyer
      of such maintenance or repairs, if an insufficient breakdown of such
      maintenance or repair costs is supplied.

2.    This Maximum Parts Cost Guarantee will only apply to parts costs arising
      from proper operations, excluding parts costs due to maintenance resulting
      from:

      -     force majeure,
      -     acts of third parties,
      -     consequential damages,
      -     modifications not related to a decrease in consumed material costs,
      -     negligence, incidental or accidental damage,
      -     refurbishing work other than in accordance with normal maintenance
            practice,
      -     costs occurring during periods of disruption in operations as
            indicated below in Paragraph 8,
      -     modifications not approved by the Seller.

      In addition, the following costs are specifically excluded:

      -     cost of taxes, duties, transportation, interest, overheads, burden
            or other charges which ate not the Seller's responsibility,

      -     cost of consumable fluids, compounds, paints and cleaning material,

      -     all handling fees,

3.    The Buyer will perform its maintenance operations in strict compliance
      with the A320 Aircraft Maintenance and Overhaul Manuals and other written
      instructions by the Seller, the Vendors and the regulatory authorities.

      The Seller's representatives are hereby authorized by the Buyer to visit
      the Buyer's premises to check the application of the Seller's maintenance
      procedures and to audit parts cost accounting.

4.    If the Seller issues a Service Bulletin that tends to reduce the Adjusted
      Material Consumption Cost and the Buyer does not agree to incorporate this
      Service Bulletin or agrees to do so only at a later date, then the Seller
      will have the right to deduct from the Adjusted Material Consumption Cost
      the benefits expected from the incorporation of such modification on the
      A320 Aircraft.


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


                                                                           LA8-4
<Page>

5.    If during the Maximum Parts Cost Guarantee period, the Buyer contemplates
      changes in its Consumed Material Cost Accounting System or maintenance
      procedures, the Buyer will notify the Seller at least ninety (90) days
      prior to their implementation. The Seller reserves the right to adjust the
      Guaranteed Material Consumption Cost if in the Seller's Opinion such
      changes affect the basis for the Maximum Parts Cost Guarantee.

      Should the Seller so decide, the Seller will notify the Buyer in writing
      thirty (30) days prior to implementing such a decision.

6.    Reporting of the Buyer's account will occur no later than three (3) months
      following each of the Buyer's accounting years and the Buyer will put at
      the Seller's disposal any documents, records, books, scrapping tags, etc.
      necessary for accounting checks relevant for the purpose of the Maximum
      Parts Cost Guarantee.

7.    Should the Buyer's Consumed Material Cost Accounting System not provide
      for accurate cost reporting of material consumption cost the Maximum Parts
      Cost Guarantee value set forth above in Subparagraph 1.2 will be mutually
      reviewed and agreed between the Buyer and the Seller.

8.    This Maximum Parts Cost Guarantee will be subject to normal maintenance
      practices under normal maintenance conditions by good airline operations
      standards.

9.    Notwithstanding Subparagraph 1.5 above, the liability for damages (and not
      as penalty) of the Seller under this Maximum Parts Cost Guarantee will not
      exceed a credit of [****] (US dollars--[****]) per Aircraft. The
      Seller will make this credit available to the Buyer by way of a credit to
      the Buyer's account with Airbus Service Company. Inc.

10.   LIABILITY LIMITATION

      The Seller's liability for failure to meet the guarantee values will be
      governed solely by the terms of this Maximum Parts Cost Guarantee.

      UNQUOTE

      ASSIGNMENT

      In consideration of the assignment and subrogation by the Seller under
      this Letter Agreement in favor of the Buyer in respect of the Seller's
      rights against and obligations to the Manufacturer under the provisions
      quoted above, the Buyer hereby accepts such assignment and subrogation and
      agrees to be bound by all of the terms, conditions and limitations therein
      contained. The Buyer and Seller recognize and agree that all the
      provisions of Clause 12 of the Agreement, including without limitation the
      Exclusivity of Warranties and General Limitations of Liability and
      Duplicate Remedies therein contained, will apply to the foregoing maximum
      parts cost guarantee.


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


                                                                           LA8-5
<Page>

      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,


                                                                           LA8-6
<Page>

      If the foregoing correctly sets forth our understanding. please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                   Very truly yours,

                                   AVSA, S.A.R.L.


                                   By:     illegible
                                       ------------------------------

                                   Its:
                                        -----------------------------

                                   Date:
                                         ----------------------------


Accepted and Agreed

New Air Corporation


By:   /s/ David Neeleman
    ----------------------------

Its:   CEO
     ---------------------------

Date:   4-20-99
      --------------------------


                                                                           LA8-7
<Page>

                   APPENDIX I TO MAXIMUM PARTS COST GUARANTEE

FOLLOWING SYSTEMS ARE COVERED BY THE MAXIMUM PARTS COST GUARANTEE

<Table>
<Caption>
SYSTEM      SYSTEM NAME            SYSTEM/SUBSYSTEM EXCLUSIONS
NUMBER      -----------            ---------------------------
------
<S>         <C>                    <C>
21-00       Air Conditioning       None

22-00       Auto Flight            None

23-00       Communications         23-33 Passenger Entertainment (Music)
                                   23-34 Passenger Information System
                                   23-35 Pax Facilities--Air-to-Ground Telephone
                                   23-36 Passenger Entertainment (Video)
                                   23-37 Pax Facilities--AM/FM Radio System
                                   23-38 Passenger Services System

24-30       Electrical Power       None

25-00       Equipment/Furnishings  All

26-00       Fire Protection        None

27-00       Flight Control         None

28-00       Fuel System            None

29-00       Hydraulic Power        None

30-00       Ice and Rain           None

31-00       Instruments            None

32-00       Landing Gear           32-40 Brakes and Wheels*

33-00       Lights                 None

34-00       Navigation             None

35-00       Oxygen                 None
</Table>


                                                                           LA8-8
<Page>

                   APPENDIX I TO MAXIMUM PARTS COST GUARANTEE

FOLLOWING SYSTEMS ARE COVERED BY THE MAXIMUM PARTS COST GUARANTEE

<Table>
<Caption>
SYSTEM NO.     SYSTEM NAME                  SYSTEM/SUBSYSTEM EXCLUSIONS
----------     -----------                  ---------------------------
<S>            <C>                          <C>
36-00          Pneumatic                    None

38-00          Water/Waste                  None

52-00          Doors                        None

53-00          Fuselages                    None

54-00          Nacelles/Pylons              None
               Structure

55-00          Stabilizers                  None

56-00          Windows                      None

57-00          Wing                         None

71-00          Power Plant General          All

73-00          Engine Fuel and Control      All

74-00          Ignition                     All

75-00          Air                          All

76-00          Engine Controls              All

77-00          Engine Indicating            All

78-00          Exhaust                      All

79-00          Oil                          All

80-00          Starting                     All
</Table>


                                                                           LA8-9
<Page>

All

-     Buyer Furnished Equipment,

-     Seller Furnished Equipment which was changed from Buyer Furnished
      Equipment at the Buyer's request,

-     Optional Equipment,

are excluded from the Maximum Parts Cost Guarantee.

*     The Seller has arranged that, upon request of the Buyer, the brake and
      wheel manufacturer(s) will provide a brake and wheel parts cost guarantee
      to the Buyer.


                                                                          LA8-10
<Page>

                             LETTER AGREEMENT NO. 9

                                                            As of April 20, 1999

New Air Corporation
6322 South 3000 East
Suite L-201
Salt Lake City, UT 84121

Re: PERFORMANCE GUARANTEES

Dear Ladies and Gentlemen:

        New Air Corporation (the "Buyer") and AVSA, S.A.R.L., (the "Seller"),
have entered into an Airbus A320 Purchase Agreement dated as of even date
herewith (the "Agreement"), which covers, among other things, the sale by the
Seller and the purchase by the Buyer of certain Aircraft, under the terms and
conditions set forth in said Agreement. The Buyer and the Seller have agreed to
set forth in this Letter Agreement No. 9 (the "Letter Agreement") certain
additional terms and conditions regarding the sale of the Aircraft. Capitalized
terms used herein and not otherwise defined in this Letter Agreement will have
the meanings assigned thereto in the Agreement. The terms "herein," "hereof" and
"hereunder" and words of similar import refer to this Letter Agreement.

        The Seller has negotiated and obtained the following performance
guarantees from the Manufacturer with respect to the Aircraft, subject to the
terms, conditions, limitations and restrictions all as hereinafter set out. The
Seller hereby assigns to the Buyer and the Buyer hereby accepts all the rights
and obligations of the Seller under the said performance guarantees and the
Seller subrogates to the Buyer all such rights and obligations in respect of the
Aircraft. The Seller hereby warrants to the Buyer that it has all the requisite
authority to make the foregoing assignment and effect the foregoing subrogation
to and in favor of the Buyer and that it will not enter into any amendment of
the provisions so assigned without the prior written consent of the Buyer.

        It is understood that in the provisions below between the words QUOTE
and UNQUOTE, capitalized terms have the meanings assigned thereto in this Letter
Agreement, except that the term Seller refers to the Manufacturer and the term
Buyer means the Seller.


                                                                           LA9-1
<Page>

QUOTE

1.      AIRCRAFT CONFIGURATION

        The guarantees defined below (the "Guarantees") are applicable to the
        Aircraft as described in the Standard Specification, Document
        D.000.02000 Issue 5, dated January 30, 1998, as amended by SCNs for the
        fitting of the Propulsion Systems (the "Specification" for the purpose
        of this Letter Agreement) without taking into account any further
        changes thereto as provided in the Agreement.

        Notwithstanding the foregoing the Seller will have the right to increase
        the design weights above the weights defined in the Specification in
        order to satisfy the Guarantees, provided that such increases do not
        limit the operational capabilities of the Aircraft.

2.      GUARANTEED PERFORMANCE

2.1.    TAKE-OFF

        FAR take-off field length at an Aircraft gross weight of 162,038 lb at
        the start of ground run at sea level pressure altitude in ISA+27 DEG. F
        conditions will be not more than a guaranteed value of [****] feet.

2.2.    SECOND SEGMENT CLIMB

        The Aircraft will meet FAR regulations for one engine inoperative climb
        after take-off. undercarriage retracted, at a weight corresponding to
        the stated weight at the start of ground run at the altitude and
        temperature and in the configuration of flap angle and safety speed
        required to comply with the performance guaranteed above in Paragraph
        2.1.

2.3     LANDING FIELD LENGTH

        FAR certified landing field length at an Aircraft gross weight of
        142,197 lb at sea level pressure altitude with zero wind and slope will
        be not more than a guaranteed value of [****] feet.


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


                                                                           LA9-2
<Page>

2.4.    SPECIFIC RANGE

2.4.1.  The average nautical miles per pound of fuel under the conditions
        defined below will be not less than a guaranteed value of [****] nm/lb.

<Table>
<Caption>
              WEIGHT       ALTITUDE      MACH     TEMPERATURE
              <S>          <C>           <C>      <C>
              157,630 lb   33,000 ft     0,78     ISA

              148,810 lb   33,000 ft     0.78     ISA

              139,990 lb   33,000 ft     0.78     ISA
</Table>

2.4.2.  The average nautical miles per pound of fuel under the conditions
        defined below will not be less than a guaranteed value of [****] nm/lb.

<Table>
<Caption>
              WEIGHT       ALTITUDE      MACH     TEMPERATURE
              <S>          <C>           <C>      <C>
              157,630 lb   35,000 ft     0.78     ISA

              148,810 lb   35,000 ft     0.78     ISA

              139,990 lb   35,000 ft     0.78     ISA
</Table>

3.      MISSION GUARANTEES

3.1.    The Aircraft will be capable of carrying a fixed payload of [****] lb
        over a still stage distance of not less than [****] nautical miles when
        operated under the conditions defined below:

3.1.1.  The departure airport conditions are such as to allow the required
        take-off weight to be used without restriction.

        The destination airport conditions arc such as to allow the required
        landing weight to be used without restriction.


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


                                                                           LA9-3
<Page>

3.1.2.  An allowance of 276 lb of fuel is included for taxi at the departure
        airport.

3.1.3.  An allowance of 485 lb of fuel is included for take-off and climb to
        1,500 ft pressure altitude with acceleration to climb speed at 77 DEG. F

3.1.4.  Climb from 1,500 ft pressure altitude up to cruise altitude using
        maximum climb thrust and cruise at a fixed Mach number of M=0.78 at
        pressure altitudes of 35,000 ft and descent to 1,500 ft pressure
        altitude are conducted in ISA+18 DEG. F conditions. Climb and descent
        speeds below 10,000 ft will be 250 knots CAS.

3.1.5.  An allowance of 199 lb of fuel is included for approach and landing at
        the destination airport.

3.1.6.  Stage distance is defined as die distance covered during climb, cruise
        and descent as described above in Paragraph 3.1.4.

3.1.7.  At the end of approach and landing, 7,364 lb of fuel will remain in the
        tanks. This represents the estimated fuel required for:

                1)      45 minutes continued cruise

                2)      Missed approach

                3)      Diversion in ISA+18 DEG. F conditions over a distance of
                        200 nautical miles starting and ending at 1,500 feet
                        pressure altitude.

                4)      Approach and landing at the diversion airport

3.2.    OPERATING WEIGHT EMPTY

        The guaranteed mission range defined above in Paragraph 3.1 is based on
        a fixed estimated Operating Weight Empty of [****].

4.      MANUFACTURER'S WEIGHT EMPTY GUARANTEE

        The Seller guarantees a Manufacturer's Weight Empty of 84,655 lb plus
        1.5%. This is the Manufacturers Weight Empty as defined in Section
        13-10.00.00 of the Specification and is subject to adjustment as defined
        below in Paragraph 7.2.


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


                                                                           LA9-4
<Page>

5.      GUARANTEE CONDITIONS

5.1.    The performance certification requirements for the Aircraft, except
        where otherwise noted, will be as stated in Section 02 of the
        Specification.

5.2.    For the determination of FAR take-off and landing performance, a hard
        level dry runway surface with no runway strength limitations, no
        obstacles, zero wind, atmosphere according to ISA, except as otherwise
        noted, and the use of speedbrakes, flaps, landing gear and engines in
        the conditions liable to provide the best results will be assumed.

5.3.    When establishing take-off and second segment performance, no air will
        be bled from the engines for cabin air conditioning or anti-icing.

5.4.    When establishing the approach climb performance, cabin air conditioning
        will be operative with an average ventilation rate not less than the
        amount defined in the Specification, but no air will be bled from the
        engines for anti-icing.

5.5.    The en-route one engine inoperative climb performance will be
        established with the amount of engine air bleed associated with the
        maximum cabin altitude as specified in Section 21-30.32 of the
        Specification and an average ventilation rate not less than the amount
        defined in the Specification, but no air will be bled from the engines
        for anti-icing.

5.6.    Climb, cruise and descent performance associated with the Guarantees
        will include allowances for normal electrical load and for normal engine
        air bleed and power extraction associated with maximum cabin
        differential pressure as defined in Section 21-30.31 of the
        Specification. Cabin air conditioning management during performance
        demonstration as described below in Paragraph 6.3 may be such as to
        optimize the Aircraft performance, while meeting the minimum air
        conditioning requirements defined above. Unless otherwise stated, no air
        will be bled from the engines for anti-icing.

5.7.    The engines will be operated using not more than the engine
        manufacturer's maximum recommended outputs for take-off, maximum
        go-round, maximum continuous, maximum climb and cruise for normal
        operation, unless otherwise stated.

5.8.    Where applicable, the Guarantees assume the use of an approved fuel
        having a density of 6.7 lb/USgal and a tower heating value of 18,590
        BTU/lb.


                                                                           LA9-5
<Page>

6.      GUARANTEE COMPLIANCE

6.1.    Compliance with the Guarantees will be demonstrated using operating
        procedures and limitations in accordance with those defined first by the
        FAA and second by the Seller unless otherwise stated.

6.2.    Compliance with the take-off, second segment and landing elements of the
        Guarantees will be demonstrated with reference to the FAA approved
        Flight Manual.

6.3.    Compliance with those parts of the Guarantees not covered by the
        requirements of the FAA will be demonstrated by calculation, based on
        data obtained during flight tests conducted on one (or more, at the
        Seller's discretion) A320-200 aircraft of the same aerodynamic
        configuration as the Aircraft.

6.4.    Compliance with the Manufacturer's Weight Empty Guarantee will be
        demonstrated with reference to a weight compliance report.

6.5.    Data derived from tests will be adjusted as required using conventional
        methods of correction, interpolation or extrapolation in accordance with
        established aeronautical practices to show compliance with the
        Guarantees.

6.6.    Compliance with the Guarantees is not contingent on engine performance
        defined in the Propulsion System manufacturer's specification.

6.7.    The Seller undertakes to furnish the Buyer with a report or reports
        demonstrating compliance with the Guarantees at, or as soon as possible
        after, the delivery of each of the Aircraft.

7.      ADJUSTMENT OF GUARANTEES

7.1.    In the event that any change to any law, governmental regulation or
        requirement or interpretation thereof ("Rule Change") by any
        governmental agency made subsequent to the date of the Agreement affects
        the Aircraft configuration or performance or both required to obtain
        certification, the Guarantees will be appropriately modified to reflect
        the effect of such Rule Change.

7.2.    The Guarantees apply to the Aircraft, as described above in Paragraph 1,
        may be adjusted in the event of

                a)      any further configuration change that is the subject of
                        an SCN,

                b)      variation in actual weights of items defined in Section
                        13-10 of the Specification,


                                                                           LA9-6
<Page>

                c)      changes required to obtain certification that cause
                        changes to the performance or weight of the Aircraft

8.      EXCLUSIVE GUARANTEES

        The Guarantees are exclusive and are provided in lieu of any and all
        other performance, weight and noise guarantees of any nature that may be
        stated, referenced or incorporated in the Specification or any other
        document (but without prejudice to the obligations of the Seller under
        the Agreement to build the Aircraft in accordance with the
        Specification, including, without limitation, specifications regarding
        performance, weight and noise requirements).

9.      UNDERTAKING REMEDIES

9.1.    Should any Aircraft fail to meet any of the Guarantees specified in this
        Letter Agreement, the Seller will endeavor to correct the deficiency to
        comply with the subject guarantee in a cost-effective manner.

9.2.    Should the Seller fail to develop and make available corrective means
        (including but not limited to kits, procedures, adjustment of design
        weights) for the above said deficiency within one (1) year from
        Delivery, then the Seller will pay liquidated damages to the Buyer.
        Subject to the terms of Paragraph 9.3 below, in respect of the concerned
        Aircraft, the Seller will pay the following liquidated damages to the
        Buyer on the anniversary of the delivery Date for as long as the
        deficiency remains:

                (i)     US$ [****] (US dollars--[****]) per one
                        percent deficient per Aircraft per year based on the
                        deficiency expressed as a percentage of the specific
                        range Guarantee or mission range Guarantee (part of a
                        percent to be prorated).

                (ii)    US$ [****] (US dollars--[****]) per pound deficient per
                        Aircraft per year based on thc deficiency expressed in
                        pounds of the Manufacturer's Weight Empty Guarantee.

9.3.    The Seller's maximum liability in respect of a deficiency in performance
        of any Aircraft will be limited to the payment of liquidated damages
        for a period of not more than five (5) years, up to an aggregate value
        of US$ [****] (US dollars--[****]) for each deficient
        Aircraft, whichever occurs first. Payment of liquidated damages will be
        deemed to settle all and any claims and remedies the Buyer would have
        against the Seller in respect of performance deficiencies.

UNQUOTE


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


                                                                           LA9-7
<Page>

        In consideration of the assignment and subrogation by the Seller under
        this Letter Agreement in favor of the Buyer in respect of the Seller's
        rights against and obligations to the Manufacturer under the provisions
        quoted above, the Buyer hereby accepts such assignment and subrogation
        and agrees to be bound by all of the terms, conditions and limitations
        therein contained. The Buyer and Seller recognize and agree that, except
        as otherwise expressly provided in Paragraph 8 of this Letter Agreement,
        all the provisions of Clause 12 of the Agreement, including without
        limitation the Exclusivity of Warranties and General Limitations of
        Liability and Duplicate Remedies therein contained, will apply to the
        foregoing performance guarantees.

        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.


                                                                           LA9-8
<Page>


        If the foregoing correctly sets forth our understanding. please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                   Very truly yours,

                                   AVSA, S.A.R.L.


                                   By:     illegible
                                       ------------------------------

                                   Its:
                                        -----------------------------

                                   Date:
                                         ----------------------------


Accepted and Agreed

New Air Corporation


By:   /s/ David Neeleman
    ----------------------------

Its:   CEO
     ---------------------------

Date:   4-20-99
      --------------------------


                                                                           LA9-9
<Page>

                             LETTER AGREEMENT NO. 10

                                                          As of October __, 1999

JetBlue Airways Corporation
6322 South 3000 East
Suite G-10
Salt Lake City, UT 84121

Re: SPECIAL ASSISTANCE

Dear Ladies and Gentlemen:

      JetBlue Airways Corporation (formerly known as New Air Corporation) (the
"Buyer") and AVSA, S.A.R.L., (the "Seller"), have entered into an Airbus A320
Purchase Agreement dated as of April 20, 1999, (the "Agreement") which covers,
among other things, the sale by the Seller and the purchase by the Buyer of
certain Aircraft, under the terms and conditions set forth in said Agreement.
The Buyer and the Seller have agreed to set forth in this Letter Agreement No.
10 (the "Letter Agreement") certain additional terms and conditions regarding
the sale of the Aircraft. Capitalized terms used herein and not otherwise
defined in this Letter Agreement will have the meanings assigned thereto in the
Agreement. The terms "herein," "hereof" and "hereunder" and words of similar
import refer to this Letter Agreement.

      Both parties agree that this Letter Agreement will constitute an integral,
nonseverable part of said Agreement, that the provisions of said Agreement are
hereby incorporated herein by reference, and that this Letter Agreement will be
governed by the provisions of said Agreement, except that if the Agreement and
this Letter Agreement have specific provisions which are inconsistent, the
specific provisions contained in this Letter Agreement will govern.

1.    [****]


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


                                                                          LA10-1
<Page>


            [****]

      (b)   [****]

      (c)   [****]

      (d)   [****]

2.    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 2 will be
      void and of no force or effect.


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


                                                                          LA10-2
<Page>

      If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                   By:     illegible
                                       ------------------------------

                                   Its:
                                        -----------------------------

                                   Date:
                                         ----------------------------


Accepted and Agreed

JetBlue Airways Corporation


By:   /s/ David Neeleman
    ----------------------------

Its:   CEO
     ---------------------------

Date:   11-4-99
      --------------------------

                                                                         LA10-3