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Exhibit 10.8  


[Logo
of International Aero Engines] 


IAE
Building

400 Main Street

East Hartford, CT 05108 USA 


10
February 2003 


JetBlue
Airways Corporation

19 Old Kings Highway South, Suite 23

Darien, Connecticut 06820

Attention: Vice President and Treasurer 



	Subject:	 	Side letter No. 11 to the V2500 General Terms of Sale Agreement between JetBlue Airways Corporation and IAE International Acro Engines AG dated May 4, 1999





Dear
Tom: 


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


This
Side Letter No. 11 describes the addition of [***] firm V2527-A5 powered A320 Aircraft to the Aircraft committed to by JetBlue under the Agreement prior to this
Side Letter (the "[***] Aircraft") and provides JetBlue with certain scheduling flexibility with regard to existing Aircraft (such [***] Aircraft,
together with the existing Aircraft, are hereinafter referred to in this Agreement as the "Aircraft"). 



	

1.	
 	

Fleet Expansion Assistance for the [***] Aircraft
	

 	
 	

a.	
 	

IAE agrees to provide JetBlue a fleet expansion credit for each of the [***] Aircraft, bearing Rank Numbers [***] and [***] in the delivery schedule attached as Exhibit B-1, as set forth in Section 2 of Side Letter No. 9 to the Agreement,
dated December 31, 2001. Such credit shall be provided to JetBlue in accordance with the terms and conditions set forth in the said Section of Side Letter No. 9 to the Agreement.
	

 	
 	

b.	
 	

IAE also agrees to provide additional [***] support to JetBlue with respect to [***] Firm First Deal Aircraft, bearing Rank Numbers [***] in the delivery schedule attached as Exhibit A-2 hereto (the "[***] Third Deal Aircraft"). Such
additional support shall be in the form of [***], as calculated pursuant to Section 3 of Side Letter No. 9 to the Agreement, except that such [***] shall be [***] of each [***] Third Deal Aircraft.








	 
	 	 

	[***]	 	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.




IAE PROPRIETARY INFORMATION  


February 2003

Page 1 of 7 







Exhibits
A-1, A-2 and B-1 to the Contract are removed in their entirety and replaced by new Exhibits A-1, A-2 and B-1 attached hereto. 


Except
as expressly amended by this Side Letter No. 11 all provisions of the Contract remain in full force and effect. 



	Very truly yours,

IAE International Aero Engines AG	 	Agreed to and Accepted on behalf of:

JetBlue Airways Corporation
	

/s/ STEVE AGNELLI	
 	

/s/ THOMAS ANDERSON
	
	 	

	Name	 	Name
	

Senior Vice President	
 	

Vice President
	
	 	

	Title	 	Title
	

10 Feb 03	
 	

2/10/03
	
	 	

	Date	 	Date




IAE PROPRIETARY INFORMATION  


February 2003

Page 2 of 7 





 
 

EXHIBIT A-1
  
    FIRM AIRCRAFT ELIGIBLE FOR APPLICATION OF [***]
  [***]
  As of February 2003    
  



	Rank No.
 
	 	Aircraft
 
	 	Delivery
 

	 No. [***]	 	Firm Aircraft	 	[***] 2002
	No. [***]	 	Firm Aircraft	 	[***] 2002
	No. [***]	 	Firm Aircraft	 	[***] 2002
	No. [***]	 	Firm Aircraft	 	[***] 2002
	No. [***]	 	Firm Aircraft	 	[***] 2002
	No. [***]	 	Firm Aircraft	 	[***] 2002
	No. [***]	 	Firm Aircraft	 	[***] 2002
	No. [***]	 	Firm Aircraft	 	[***] 2002
	No. [***]	 	Firm Aircraft	 	[***] 2002
	No. [***]	 	Firm Aircraft	 	[***] 2002
	No. [***]	 	Firm Aircraft	 	[***] 2002
	No. [***]	 	Firm Aircraft	 	[***] 2003
	No. [***]	 	Firm Aircraft	 	[***] 2003
	No. [***]	 	Firm Aircraft	 	[***] 2003
	No. [***]	 	Firm Aircraft	 	[***] 2003
	No. [***]	 	Firm Aircraft	 	[***] 2003
	No. [***]	 	Firm Aircraft	 	[***] 2003
	No. [***]	 	Firm Aircraft	 	[***] 2003
	No. [***]	 	Firm Aircraft	 	[***] 2003
	No. [***]	 	Firm Aircraft	 	[***] 2004








	 
	 	 

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




IAE PROPRIETARY INFORMATION  


February 2003

Page 3 of 7 





 
 

EXHIBIT A-2
  
    FIRM AIRCRAFT ELIGIBLE FOR APPLICATION OF [***]
  [***]
  As of February 2003    
  



	Rank No.
 
	 	Aircraft
 
	 	Delivery
 

	 No. [***]	 	Firm Aircraft	 	[***] 2002
	No. [***]	 	Firm Aircraft	 	[***] 2003
	No. [***]	 	Firm Aircraft	 	[***] 2003
	No. [***]	 	Firm Aircraft	 	[***] 2003
	No. [***]	 	Firm Aircraft	 	[***] 2003
	No. [***]	 	Firm Aircraft	 	[***] 2003
	No. [***]	 	Firm Aircraft	 	[***] 2003
	No. [***]	 	Firm 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.




IAE PROPRIETARY INFORMATION  


February 2003

Page 4 of 7 





 
 

EXHIBIT B-1
  
    AIRCRAFT DELIVERY SCHEDULES
  As of February 2003    
  



	Rank No.
 
	 	Aircraft
 
	 	Delivery
 

	 No. 1	 	Firm Aircraft	 	[****] 2000
	No. 2	 	Firm Aircraft	 	[****] 2000
	No. 3	 	Firm Aircraft	 	[****] 2000
	No. 4	 	Firm Aircraft	 	[****] 2000
	No. 5	 	Firm Aircraft	 	[****] 2000
	No. 6	 	Firm Aircraft	 	[****] 2000
	No. 7	 	Firm Aircraft	 	[****] 2001
	No. 8	 	Firm Aircraft	 	[****] 2001
	No. 9	 	Firm Aircraft	 	[****] 2001
	No. 10	 	Firm Aircraft	 	[****] 2001
	No. 11	 	Firm Aircraft	 	[****] 2001
	No. 12	 	Firm Aircraft	 	[****] 2001
	No. 13	 	Firm Aircraft	 	[****] 2001
	No. 14	 	Firm Aircraft	 	[****] 2002
	No. 15	 	Firm Aircraft	 	[****] 2002
	No. 16	 	Firm Aircraft	 	[****] 2002
	No. 17	 	Firm Aircraft	 	[****] 2002
	No. 18	 	Firm Aircraft*	 	[****] 2002
	No. 19	 	Firm Aircraft	 	[****] 2002
	No. 20	 	Firm Aircraft	 	[****] 2002
	No. 21	 	Firm Aircraft	 	[****] 2002
	No. 22	 	Firm Aircraft	 	[****] 2002
	No. 23	 	Firm Aircraft**	 	[****] 2002
	No. 24	 	Firm Aircraft	 	[****] 2002
	No. 25	 	Firm Aircraft	 	[****] 2002
	No. 26	 	Firm Aircraft***	 	[****] 2002
	No. 27	 	Firm Aircraft	 	[****] 2002
	No. 28	 	Firm Aircraft**	 	[****] 2002
	No. 29	 	Firm Aircraft	 	[****] 2003
	No. 30	 	Firm Aircraft**	 	[****] 2003
	No. 31	 	Firm Aircraft	 	[****] 2003
	No. 32	 	Firm Aircraft**	 	[****] 2003
	No. 33	 	Firm Aircraft***	 	[****] 2003
	No. 34	 	Firm Aircraft	 	[****] 2003
	No. 35	 	Firm Aircraft**	 	[****] 2003
	No. 36	 	Firm Aircraft	 	[****] 2003
	No. 37	 	Firm Aircraft	 	[****] 2003
	No. 38	 	Firm Aircraft	 	[****] 2003
	No. 39	 	Firm Aircraft	 	[****] 2003








	 
	 	 

	[****]	 	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.




IAE PROPRIETARY INFORMATION  


February 2003

Page 5 of 7 







	Rank No.
	 	Aircraft
	 	Delivery

	No. 40	 	Firm Aircraft	 	[****] 2003
	No. 41	 	Firm Aircraft***	 	[****] 2003
	No. 42	 	Firm Aircraft***	 	[****] 2003
	No. 43	 	Firm Aircraft**	 	[****] 2003
	No. 44	 	Firm Aircraft	 	[****] 2004
	No. 45	 	Firm Aircraft**	 	[****] 2004
	No. 46	 	Firm Aircraft*	 	[****] 2004
	No. 47	 	Firm Aircraft*	 	[****] 2004
	No. 48	 	Firm Aircraft**	 	[****] 2004
	No. 49	 	Firm Aircraft*	 	[****] 2004
	No. 50	 	Firm Aircraft*	 	[****] 2004
	No. 51	 	Firm Aircraft*	 	[****] 2004
	No. 52	 	Firm Aircraft*	 	[****] 2004
	No. 53	 	Firm Aircraft*	 	[****] 2004
	No. 54	 	Firm Aircraft*	 	[****] 2004
	No. 55	 	Firm Aircraft*	 	[****] 2004
	No. 56	 	Firm Aircraft*	 	[****] 2004
	No. 57	 	Firm Aircraft*	 	[****] 2005
	No. 58	 	Firm Aircraft*	 	[****] 2005
	No. 59	 	Firm Aircraft*	 	[****] 2005
	No. 60	 	Firm Aircraft*	 	[****] 2005
	No. 61	 	Firm Aircraft*	 	[****] 2005
	No. 62	 	Firm Aircraft*	 	[****] 2005
	No. 63	 	Firm Aircraft*	 	[****] 2005
	No. 64	 	Firm Aircraft*	 	[****] 2005
	No. 65	 	Firm Aircraft*	 	[****] 2005
	No. 66	 	Firm Aircraft*	 	[****] 2005
	No. 67	 	Firm Aircraft**	 	[****] 2005
	No. 68	 	Firm Aircraft**	 	[****] 2005
	No. 69	 	Firm Aircraft*	 	[****] 2006
	No. 70	 	Firm Aircraft*	 	[****] 2006
	No. 71	 	Firm Aircraft*	 	[****] 2006
	No. 72	 	Firm Aircraft*	 	[****] 2006
	No. 73	 	Firm Aircraft*	 	[****] 2006
	No. 74	 	Firm Aircraft*	 	[****] 2007
	No. 75	 	Firm Aircraft*	 	[****] 2007
	No. 76	 	Firm Aircraft*	 	[****] 2007
	No. 77	 	Firm Aircraft*	 	[****] 2007
	No. 78	 	Firm Aircraft*	 	[****] 2007








	 
	 	 

	*	 	Firm Second Deal Aircraft
	**	 	Firm Third Deal Aircraft
	***	 	[****] Third Deal Aircraft
	[****]	 	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.




IAE PROPRIETARY INFORMATION  


February 2003

Page 6 of 7 







	Rank No.
 
	 	Aircraft
 
	 	Delivery
 

	Option Aircraft	 	 
	 No. 79	 	Option Aircraft	 	[***] 2004
	No. 80	 	Option Aircraft	 	[***] 2005
	No. 81	 	Option Aircraft	 	[***] 2005
	No. 82	 	Option Aircraft	 	[***] 2006
	No. 83	 	Option Aircraft	 	[***] 2006
	No. 84	 	Option Aircraft	 	[***] 2006
	No. 85	 	Option Aircraft	 	[***] 2006
	No. 86	 	Option Aircraft	 	[***] 2006
	No. 87	 	Option Aircraft	 	[***] 2006
	No. 88	 	Option Aircraft	 	[***] 2006
	No. 89	 	Option Aircraft	 	[***] 2007
	No. 90	 	Option Aircraft	 	[***] 2007
	No. 91	 	Option Aircraft	 	[***] 2007
	No. 92	 	Option Aircraft	 	[***] 2007
	No. 93	 	Option Aircraft	 	[***] 2007
	No. 94	 	Option Aircraft	 	[***] 2007
	No. 95	 	Option Aircraft	 	[***] 2007
	No. 96	 	Option Aircraft	 	[***] 2008
	No. 97	 	Option Aircraft	 	[***] 2008
	No. 98	 	Option Aircraft	 	[***] 2008
	No. 99	 	Option Aircraft	 	[***] 2008
	No. 100	 	Option Aircraft	 	[***] 2008
	No. 101	 	Option Aircraft	 	[***] 2008
	No. 102	 	Option Aircraft	 	[***] 2008
	No. 103	 	Option Aircraft	 	[***] 2008
	No. 104	 	Option Aircraft	 	[***] 2008





Under
the terms of its purchase agreement with Airbus for the Aircraft, JetBlue has the right to receive delivery positions for Purchase Right Aircraft (also referred to as Reserve Option Aircraft
hereunder) equal to the number of Option Aircraft as to which JetBlue has exercised its option purchase rights. Airbus has granted JetBlue conversion rights for each of the
[***] Option Aircraft and Purchase Right Aircraft (also referred to as Reserve Option Aircraft hereunder) from A320 Aircraft to the A321-200 or A319 aircraft type on
[***] notice to Airbus. [***] are specified for delivery of these Purchase Right Aircraft (also referred to as Reserve Option Aircraft hereunder). Such
delivery dates will be determined at the time options are exercised by JetBlue. 


Leased Aircraft  



	Year
	 	Number
	 	Delivery Period

	 1999	 	1	 	(1) [***]
	2000	 	3	 	(1) [***], (1) [***], (1) [***]
	2001	 	4	 	(1) [***], (2) [***], (1) [***]
	2003	 	1	 	(1) [***]
	TOTAL	 	9	 	All but the last of the leased aircraft have been delivered









	 
	 	 

	[***]	 	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.




IAE PROPRIETARY INFORMATION  


February 2003

Page 7 of 7 









QuickLinks


EXHIBIT A-1 FIRM AIRCRAFT ELIGIBLE FOR APPLICATION OF [***] [***] As of February 2003

EXHIBIT A-2 FIRM AIRCRAFT ELIGIBLE FOR APPLICATION OF [***] [***] As of February 2003

EXHIBIT B-1 AIRCRAFT DELIVERY SCHEDULES As of February 2003