Exhibit 10.5  


[AIRBUS
LOGO] 


Amendment
No. 15 


to
the A320 Purchase Agreement

Dated as of April 20, 1999 


between 


AVSA,
S.A.R.L. 


and 


JetBlue
Airways Corporation 


        This
Amendment No. 15 (hereinafter referred to as the "Amendment") is entered into as of February     , 2003, between AVSA, S.A.R.L., a societé
â responsibilité limitée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice
Bellonte, 31700 Blagnac, France (hereinafter referred to as the "Seller"), and JetBlue Airways Corporation, a
corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located 118-29 Queens Boulevard, 5th Floor, Forest Hills,
New York 11375 USA (hereinafter referred to as the "Buyer"). 


WITNESSETH 


        WHEREAS,
the Buyer and the Seller entered into an A320 Purchase Agreement, dated as of April 20, 1999, relating to the sale by the Seller and the purchase by the Buyer of certain
Airbus A320-200 aircraft (the "Aircraft"), including twenty-five option aircraft (the "Option Aircraft"), which, together with all Exhibits, Appendixes and Letter Agreements attached thereto and as
amended by Amendment No. 1, dated as of September 30, 1999, Amendment No. 2, dated as of March 13, 2000, Amendment No. 3, dated as of March 29, 2000,
Amendment No. 4, dated as of September 29, 2000, Amendment No. 5 dated as of November 7, 2000, Amendment No. 6 dated as of November 20, 2000, Amendment
No. 7 dated as of January 29, 2001, Amendment No. 8 dated as of May 3, 2001, Amendment No. 9 dated as of July 18, 2001, Amendment No. 10 dated as of
November 16, 2001, Amendment No. 11 dated as of December 31, 2001, Amendment No. 12 dated as of April 19, 2002, Amendment No. 13 dated as of
November 22, 2002 and Amendment No. 14 dated as of December 18, 2002 is hereinafter called the "Agreement." 


        WHEREAS
the Buyer desires to firmly order and accelerate two (2) option aircraft (the "Amendment No. 15 Exercised Options") 


        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: 



          (i)  Incremental
A320 Option Aircraft No. 103 (CaC Id 104 443) and to advance its delivery date from [***] to [***]
2003; 


        (ii)  Amendment
No. 11 Additional Option No. 104 (CaC Id 124 964) and to advance its delivery date from [***] to
[***] 2003. 







	 
	 	 

	[***]	 	Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.







 

        2.2  As
a consequence of the option exercise and the rescheduling of Aircraft, the delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby canceled and
replaced by the following quoted provisions: 


        QUOTE:




	CAC Id No.
	 	Rank No.
	 	Aircraft
	 	Delivery

	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
	124 965	 	No. 26	 	Amendment No. 12 Exercised Option	 	[***] 2002
	41 235	 	No. 27	 	Amendment No. 11 Exercised Option	 	[***] 2002
	41 220	 	No. 28	 	Firm Aircraft	 	[***] 2002
	41 219	 	No. 29	 	Firm Aircraft	 	[***] 2002
	

41 236	
 	

No. 30	
 	

Amendment No. 11 Exercised Option	
 	

[***] 2003
	104 399	 	No. 31	 	New Firm A320 Aircraft	 	[***] 2003
	41 237	 	No. 32	 	Amendment No. 11 Exercised Option	 	[***] 2003
	124 966	 	No. 33	 	Amendment No. 12 Exercised Option	 	[***] 2003
	41 221	 	No. 34	 	Firm Aircraft	 	[***] 2003
	41 238	 	No. 35	 	Amendment No. 11 Exercised Option	 	[***] 2003
	41 222	 	No. 36	 	Firm Aircraft	 	[***] 2003
	104 400	 	No. 37	 	New Firm A320 Aircraft	 	[***] 2003
	104 401	 	No. 38	 	New Firm A320 Aircraft	 	[***] 2003
	41 223	 	No. 39	 	Firm Aircraft	 	[***] 2003
	104 402	 	No. 40	 	New Firm A320 Aircraft	 	[***] 2003








	 
	 	 

	[***]	 	Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.




2





 


	104 443	 	No. 41	 	Amendment No. 15 Exercised Option	 	[***] 2003
	104 403	 	No. 42	 	New Firm A320 Aircraft	 	[***] 2003
	124 964	 	No. 43	 	Amendment No. 15 Exercised Option	 	[***] 2003
	41 226	 	No. 44	 	Firmly Ordered Option Aircraft	 	[***] 2004
	111 579	 	No. 45	 	Amendment No. 11 Exercised Option	 	[***] 2004
	41 245	 	No. 46	 	Firmly Ordered Option Aircraft	 	[***] 2004
	41 246	 	No. 47	 	Firmly Ordered Option Aircraft	 	[***] 2004
	41 229	 	No. 48	 	Amendment No. 11 Exercised Option	 	[***] 2004
	41 247	 	No. 49	 	Firmly Ordered Option Aircraft	 	[***] 2004
	41 248	 	No. 50	 	Firmly Ordered Option Aircraft	 	[***] 2004
	104 404	 	No. 51	 	New Firm A320 Aircraft	 	[***] 2004
	104 405	 	No. 52	 	New Firm A320 Aircraft	 	[***] 2004
	42 230	 	No. 53	 	Amendment No. 11 Exercised Option	 	[***] 2004
	104 406	 	No. 54	 	New Firm A320 Aircraft	 	[***] 2004
	104 407	 	No. 55	 	New Firm A320 Aircraft	 	[***] 2004
	104 408	 	No. 56	 	New Firm A320 Aircraft	 	[***] 2004
	

104 409	
 	

No. 57	
 	

New Firm A320 Aircraft	
 	

[***] 2005
	41 232	 	No. 58	 	Amendment No. 11 Exercised Option	 	[***] 2005
	104 410	 	No. 59	 	New Firm A320 Aircraft	 	[***] 2005
	104 411	 	No. 60	 	New Firm A320 Aircraft	 	[***] 2005
	41 233	 	No. 61	 	Amendment No. 11 Exercised Option	 	[***] 2005
	104 412	 	No. 62	 	New Firm A320 Aircraft	 	[***] 2005
	104 413	 	No. 63	 	New Firm A320 Aircraft	 	[***] 2005
	104 414	 	No. 64	 	New Firm A320 Aircraft	 	[***] 2005
	104 415	 	No. 65	 	New Firm A320 Aircraft	 	[***] 2005
	104 416	 	No. 66	 	New Firm A320 Aircraft	 	[***] 2005
	104 417	 	No. 67	 	New Firm A320 Aircraft	 	[***] 2005
	104 418	 	No. 68	 	New Firm A320 Aircraft	 	[***] 2005
	

104 419	
 	

No. 69	
 	

New Firm A320 Aircraft	
 	

[***] 2006
	104 420	 	No. 70	 	New Firm A320 Aircraft	 	[***] 2006
	104 421	 	No. 71	 	New Firm A320 Aircraft	 	[***] 2006
	104 422	 	No. 72	 	New Firm A320 Aircraft	 	[***] 2006
	104 423	 	No. 73	 	New Firm A320 Aircraft	 	[***] 2006
	

104 424	
 	

No. 74	
 	

New Firm A320 Aircraft	
 	

[***] 2007
	104 425	 	No. 75	 	New Firm A320 Aircraft	 	[***] 2007
	104 426	 	No. 76	 	New Firm A320 Aircraft	 	[***] 2007
	104 427	 	No. 77	 	New Firm A320 Aircraft	 	[***] 2007
	104 428	 	No. 78	 	New Firm A320 Aircraft	 	[***] 2007
	

41 231	
 	

No. 79	
 	

Option Aircraft	
 	

[***] 2004








	 
	 	 

	[***]	 	Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.




3





 


	

124 967	
 	

No. 80	
 	

Amendment No. 11 Additional Option	
 	

[***] 2005
	124 968	 	No. 81	 	Amendment No. 11 Additional Option	 	[***] 2005
	

124 959	
 	

No. 82	
 	

Amendment No. 11 Additional Option	
 	

[***] 2006
	124 960	 	No. 83	 	Amendment No. 11 Additional Option	 	[***] 2006
	124 961	 	No. 84	 	Amendment No. 11 Additional Option	 	[***] 2006
	124 962	 	No. 85	 	Amendment No. 11 Additional Option	 	[***] 2006
	124 963	 	No. 86	 	Amendment No. 11 Additional Option	 	[***] 2006
	41 239	 	No. 87	 	Option Aircraft	 	[***] 2006
	41 240	 	No. 88	 	Option Aircraft	 	[***] 2006
	

41 241	
 	

No. 89	
 	

Option Aircraft	
 	

[***] 2007
	41 242	 	No. 90	 	Option Aircraft	 	[***] 2007
	41 243	 	No. 91	 	Option Aircraft	 	[***] 2007
	41 244	 	No. 92	 	Option Aircraft	 	[***] 2007
	69 719	 	No. 93	 	A320 Additional Option Aircraft	 	[***] 2007
	69 720	 	No. 94	 	A320 Additional Option Aircraft	 	[***] 2007
	69 721	 	No. 95	 	A320 Additional Option Aircraft	 	[***] 2007
	

69 722	
 	

No. 96	
 	

A320 Additional Option Aircraft	
 	

[***] 2008
	69 723	 	No. 97	 	A320 Additional Option Aircraft	 	[***] 2008
	69 724	 	No. 98	 	A320 Additional Option Aircraft	 	[***] 2008
	69 725	 	No. 99	 	A320 Additional Option Aircraft	 	[***] 2008
	96 459	 	No. 100	 	A320 Additional Option Aircraft	 	[***] 2008
	104 439	 	No. 101	 	Incremental A320 Option Aircraft	 	[***] 2008
	104 440	 	No. 102	 	Incremental A320 Option Aircraft	 	[***] 2008
	104 441	 	No. 103	 	Incremental A320 Option Aircraft	 	[***] 2008
	104 442	 	No. 104	 	Incremental A320 Option Aircraft	 	[***] 2008





        UNQUOTE



3.    PREDELIVERY PAYMENTS  


        3.1  Upon
signature of this Amendment, the Buyer will pay the Seller all Predelivery Payments as provided in the Agreement due as a result of the option exercise and
rescheduling set forth in Paragraph 2. Consequently, an amount of [***] by the Buyer to the Seller. 


        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 24b-2 of the Securities Exchange Act of 1934, as
amended.




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. 


        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 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. 


5





 

        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:	 	    






	JETBLUE AIRWAYS CORPORATION	 	 
	

By:	
 	

/s/ THOMAS ANDERSON
	
 	

 
	Its:	 	Vice President
	 	 
	Date:	 	2/10/03
	 	 




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