Exhibit_10_3y-IAESideLetter34




Exhibit 10.3(y)



628 Hebron Avenue, Suite 400
Glastonbury, CT 06033 USA


February 21, 2012




Mr. Mark Powers
Senior Vice President and Treasurer
JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, NY 11375




		
	Subject:
	Side Letter No. 34 to the V2500 General Terms of Sale Agreement between JetBlue Airways Corporation and IAE International Aero Engines AG dated May 4, 1999.






Ladies and Gentlemen:


We refer to the General Terms of Sale Agreement dated May 4, 1999 between IAE International Aero Engines AG (“IAE”) and JetBlue Airways Corporation (“JetBlue”), as amended from time to time, such contract being hereinafter referred to as the "Agreement".  


Unless expressly stated to the contrary, and to the extent possible, capitalized terms used in this Side Letter Agreement No. 34 (“Side Letter No. 34”) shall have the same meaning given to them in the Agreement. In the event of a conflict between the terms and provisions of this Side Letter No. 34 and those of the Agreement, this Side Letter No. 34 shall govern.


NOW, THEREFORE, the Parties hereby agree as follows:
		
	1.
	Revision to Exhibit B-1


		
	1.1
	The Parties hereby agree that Exhibit B-1 to the Agreement, Aircraft Delivery Schedules, is hereby deleted in its entirety and replaced by the revised delivery schedule attached as Appendix 1 hereto which captures the amendments as set forth in Clause 2 below.


		
	2.
	Aircraft [***] 


		
	2.1.
	Firm Aircraft No. 123, with actual delivery date of [***] 2012, shall be [***] .  


		
	2.2.
	Firm Aircraft No. 123 shall receive [***] .


		
	2.3.
	The [***] upon delivery and acceptance of Firm Aircraft No. 123 shall be [***]  as set forth in Section D of Side Letter No. 25 to the Agreement, if applicable.



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








		
	3.
	Miscellaneous


		
	3.1
	This Side Letter No. 34 is not, and shall not be construed as, a waiver of either Party’s rights or remedies.


		
	3.2
	This Side Letter No. 34 contains matters of a confidential and proprietary nature and is delivered on the express condition that its terms shall not be disclosed to any third party or reproduced in whole or in part for anyone other than the parties hereto without the other party's prior written consent, unless otherwise stated herein.


		
	3.3
	This Side Letter No. 34 constitutes a valid, legal, binding obligation.  This Side Letter No. 34 shall be construed and interpreted in accordance with the laws of the State of Connecticut, United States of America with the exception of its conflict of law provisions.  


		
	3.4
	This Side Letter No. 34 may be executed in one or more counterparts, each of which when so executed and delivered shall be an original but shall constitute one and the same instrument.






Except as expressly amended by this Side Letter No. 34, all provisions of the Agreement (as amended from time to time by various side letters and amendments) remain in full force and effect.


	
		
	Very truly yours,
	Agreed to and accepted on behalf of

	IAE International Aero Engines AG
	JetBlue Airways Corporation

	/s/ Debarshi Mandal____________________                                     
Name  
	/s/ Mark D. Powers______________________
Name  

	Commercial Manager __________________ 
Title
	CFO__________________________________         
Title  

	2/21/2012____________________________
Date
	2/21/2012______________________________
Date







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






APPENDIX 1 

Exhibit B-1


Aircraft Delivery Schedules


As of February 2012
____________________________________________________________________________________
Glossary Notes:
		
	•
	Delivered Aircraft are indicated by Italics typeface


		
	•
	Existing Firm Aircraft are indicated by normal typeface


		
	•
	Incremental Firm Aircraft are indicated by an asterisk (*)


		
	•
	2004 Incremental Aircraft, including all 2004 Incremental Aircraft and all Option Aircraft are indicated by bold typeface.


		
	•
	Applicable escalation formulae, indicated for the calculation of Fleet Introductory Assistance credits, are in accordance with Side Letter No. 13 and Side Letter No. 17 to the Agreement, as amended by Side Letter No. 25 to the Agreement.


____________________________________________________________________________________


	
						
	Rank No.
	Aircraft
	Contracted Month
	Contracted Year
	Applicable Escalation
	 

	No. 1
	Firm Aircraft
	[***]
	2000
	Formula I
	 

	No. 2
	Firm Aircraft
	[***]
	2000
	Formula I
	 

	No. 3
	Firm Aircraft
	[***]
	2000
	Formula I
	 

	No. 4
	Firm Aircraft
	[***]
	2000
	Formula I
	 

	No. 5
	Firm Aircraft
	[***]
	2000
	Formula I
	 

	No. 6
	Firm Aircraft
	[***]
	2000
	Formula I
	 

	No. 7
	Firm Aircraft
	[***]
	2001
	Formula I
	 

	No. 8
	Firm Aircraft
	[***]
	2001
	Formula I
	 

	No. 9
	Firm Aircraft
	[***]
	2001
	Formula I
	 

	No. 10
	Firm Aircraft
	[***]
	2001
	Formula I
	 

	No. 11
	Firm Aircraft
	[***]
	2001
	Formula I
	 

	No. 12
	Firm Aircraft
	[***]
	2001
	Formula I
	 

	No. 13
	Firm Aircraft
	[***]
	2001
	Formula I
	 

	No. 14
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 15
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 16
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 17
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 18
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 19
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 20
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 21
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 22
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 23
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 24
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 25
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 26
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 27
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 28
	Firm Aircraft
	[***]
	2002
	Formula I
	 





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




	
						
	Rank No.
	Aircraft
	Contracted Month
	Contracted Year
	Applicable Escalation
	 

	No. 29
	Firm Aircraft
	[***]
	2002
	Formula I
	 

	No. 30
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 31
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 32
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 33
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 34
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 35
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 36
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 37
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 38
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 39
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 40
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 41
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 42
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 43
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 44
	Firm Aircraft
	[***]
	2003
	Formula I
	 

	No. 45
	Firm Aircraft
	[***]
	2004
	Formula I
	 

	No. 46
	Firm Aircraft
	[***]
	2004
	Formula I
	 

	No. 47
	Firm Aircraft
	[***]
	2004
	Formula I
	 

	No. 48
	Firm Aircraft
	[***]
	2004
	Formula I
	 

	No. 49
	Firm Aircraft
	[***]
	2004
	Formula I
	 

	No. 50
	Firm Aircraft
	[***]
	2004
	Formula I
	 

	No. 51
	Firm Aircraft
	[***]
	2004
	Formula I
	 

	No. 52
	Firm Aircraft
	[***]
	2004
	Formula I
	 

	No. 53
	Firm Aircraft
	[***]
	2004
	Formula I
	 

	No. 54
	Firm Aircraft
	[***]
	2004
	Formula I
	 

	No. 55
	Firm Aircraft
	[***]
	2004
	Formula I
	*

	No. 56
	Firm Aircraft
	[***]
	2004
	Formula I
	 

	No. 57
	Firm Aircraft
	[***]
	2004
	Formula I
	 

	No. 58
	Firm Aircraft
	[***]
	2004
	Formula I
	 

	No. 59
	Firm Aircraft
	[***]
	2004
	Formula I
	*

	No. 60
	Firm Aircraft
	[***]
	2005
	Formula I
	 

	No. 61
	Firm Aircraft
	[***]
	2005
	Formula I
	 

	No. 62
	Firm Aircraft
	[***]
	2005
	Formula I
	*

	No. 63
	Firm Aircraft
	[***]
	2005
	Formula I
	 

	No. 64
	Firm Aircraft
	[***]
	2005
	Formula I
	 

	No. 65
	Firm Aircraft
	[***]
	2005
	Formula I
	 

	No. 66
	Firm Aircraft
	[***]
	2005
	Formula I
	 

	No. 67
	Firm Aircraft
	[***]
	2005
	Formula I
	*

	No. 68
	Firm Aircraft
	[***]
	2005
	Formula I
	 

	No. 69
	Firm Aircraft
	[***]
	2005
	Formula I
	 

	No. 70
	Firm Aircraft
	[***]
	2005
	Formula I
	 

	No. 71
	Firm Aircraft
	[***]
	2005
	Formula I
	*

	No. 72
	Firm Aircraft
	[***]
	2005
	Formula I
	 

	No. 73
	Firm Aircraft
	[***]
	2005
	Formula I
	 

	No. 74
	Firm Aircraft
	[***]
	2005
	Formula I
	*





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




	
						
	Rank No.
	Aircraft
	Contracted Month
	Contracted Year
	Applicable Escalation
	 

	No. 75
	Firm Aircraft
	[***]
	2005
	Formula I
	*

	No. 76
	Firm Aircraft
	[***]
	2006
	Formula II
	 

	No. 77
	Firm Aircraft
	[***]
	2006
	Formula I
	 

	No. 78
	Firm Aircraft
	[***]
	2006
	Formula I
	*

	No. 79
	Firm Aircraft
	[***]
	2006
	Formula I
	*

	No. 80
	Firm Aircraft
	[***]
	2006
	Formula I
	 

	No. 81
	Firm Aircraft
	[***]
	2006
	Formula I
	*

	No. 82
	Firm Aircraft
	[***]
	2006
	Formula I
	 

	No. 83
	Firm Aircraft
	[***]
	2006
	Formula I
	*

	No. 84
	Firm Aircraft
	[***]
	2006
	Formula I
	*

	No. 85
	Firm Aircraft
	[***]
	2006
	Formula I
	 

	No. 86
	Firm Aircraft
	[***]
	2006
	Formula I
	*

	No. 87
	Firm Aircraft
	[***]
	2006
	Formula I
	*

	No. 88
	Firm Aircraft
	[***]
	2006
	Formula I
	 

	No. 89
	Firm Aircraft
	[***]
	2006
	Formula I
	*

	No. 90
	Firm Aircraft
	[***]
	2006
	Formula I
	*

	No. 91
	Firm Aircraft
	[***]
	2006
	Formula II
	 

	No. 92
	Firm Aircraft
	[***]
	2007
	Formula I
	 

	No. 93
	Firm Aircraft
	[***]
	2007
	Formula I
	 

	No. 94
	Firm Aircraft
	[***]
	2007
	Formula II
	 

	No. 95
	Firm Aircraft
	[***]
	2007
	Formula I
	 

	No. 96
	Firm Aircraft
	[***]
	2007
	Formula I
	 

	No. 97
	Firm Aircraft
	[***]
	2007
	Formula I
	 

	No. 98
	Firm Aircraft
	[***]
	2007
	Formula I
	*

	No. 99
	Firm Aircraft
	[***]
	2007
	Formula I
	*

	No. 100
	Firm Aircraft
	[***]
	2007
	Formula I
	*

	No. 101
	Firm Aircraft
	[***]
	2007
	Formula I
	*

	No. 102
	Firm Aircraft
	[***]
	2007
	Formula I
	*

	No. 103
	Firm Aircraft
	[***]
	2007
	Formula I
	*

	No. 104
	Firm Aircraft
	[***]
	2008
	Formula I
	*

	No. 105
	Firm Aircraft
	[***]
	2008
	Formula I
	*

	No. 106
	Firm Aircraft
	[***]
	2008
	Formula I
	*

	No. 107
	Firm Aircraft
	[***]
	2008
	Formula I
	*

	No. 108
	Firm Aircraft
	[***]
	2008
	Formula I
	*

	No. 109
	Firm Aircraft
	[***]
	2008
	Formula I
	*

	No. 110
	Firm Aircraft
	[***]
	2008
	Formula I
	*

	No. 111
	Firm Aircraft
	[***]
	2008
	Formula I
	*

	No. 112
	Firm Aircraft
	[***]
	2008
	Formula I
	*

	No. 113
	Firm Aircraft
	[***]
	2008
	Formula I
	*

	No. 114
	Firm Aircraft
	[***]
	2008
	Formula I
	*

	No. 115
	Firm Aircraft
	[***]
	2008
	Formula I
	*

	No. 116
	Firm Aircraft
	[***]
	2009
	Formula I
	*

	No. 117
	Firm Aircraft
	[***]
	2009
	Formula I
	*

	No. 118
	Firm Aircraft
	[***]
	2009
	Formula I
	*

	No. 119
	Firm Aircraft
	[***]
	2010
	Formula I
	*

	No. 120
	Firm Aircraft
	[***]
	2010
	Formula I
	*





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




	
						
	Rank No.
	Aircraft
	Contracted Month
	Contracted Year
	Applicable Escalation
	 

	No. 121
	Firm Aircraft
	[***]
	2010
	Formula I
	*

	No. 122
	Firm Aircraft
	[***]
	2011
	Formula II
	 

	No. 123
	Firm Aircraft
	[***]
	2011
	Formula II
	 

	No. 124
	Firm Aircraft
	Year
	2011
	Formula I
	*

	No. 125
	Firm Aircraft
	Year
	2011
	Formula I
	*

	No. 126
	Firm Aircraft
	Year
	2011
	Formula I
	*

	No. 127
	Firm Aircraft
	Year
	2012
	Formula I
	*

	No. 128
	Firm Aircraft
	Year
	2012
	Formula I
	*

	No. 129
	Firm Aircraft
	Year
	2012
	Formula I
	*

	No. 130
	Firm Aircraft
	Year
	2012
	Formula I
	*

	No. 131
	Firm Aircraft
	Year
	2012
	Formula I
	*

	No. 132
	Firm Aircraft
	Year
	2012
	Formula I
	*

	No. 133
	Firm Aircraft
	Year
	2012
	Formula II
	 

	No. 134
	Firm Aircraft
	Year
	2012
	Formula II
	 

	No. 135
	Firm Aircraft
	Year
	2012
	Formula II
	 

	No. 136
	Firm Aircraft
	Year
	2012
	Formula II
	 

	No. 137
	Firm Aircraft
	Year
	2012
	Formula I
	*

	No. 138
	Firm Aircraft
	Year
	2012
	Formula I
	*

	No. 139
	Firm Aircraft
	Year
	2012
	Formula I
	*

	No. 140
	Firm Aircraft
	Year
	2013
	Formula I
	*

	No. 141
	Firm Aircraft
	Year
	2013
	Formula I
	*

	No. 142
	Firm Aircraft
	Year
	2013
	Formula I
	*

	No. 143
	Firm Aircraft
	Year
	2013
	Formula II
	 

	No. 144
	Firm Aircraft
	Year
	2013
	Formula II
	 

	No. 145
	Firm Aircraft
	Year
	2013
	Formula I
	*

	No. 146
	Firm Aircraft
	Year
	2013
	Formula II
	 

	No. 147
	Firm Aircraft
	Year
	2013
	Formula II
	 

	No. 148
	Firm Aircraft
	Year
	2013
	Formula II
	 

	No. 149
	Firm Aircraft
	Year
	2013
	Formula II
	 

	No. 150
	Firm Aircraft
	Year
	2013
	Formula II
	 

	No. 151
	Firm Aircraft
	Year
	2013
	Formula II
	 

	No. 152
	Firm Aircraft
	Year
	2013
	Formula II
	 

	No. 153
	Firm Aircraft
	Year
	2014
	Formula I
	*

	No. 154
	Firm Aircraft
	Year
	2014
	Formula II
	 

	No. 155
	Firm Aircraft
	Year
	2014
	Formula II
	 

	No. 156
	Firm Aircraft
	Year
	2014
	Formula II
	 

	No. 157
	Firm Aircraft
	Year
	2014
	Formula II
	 

	No. 158
	Firm Aircraft
	Year
	2014
	Formula II
	 

	No. 159
	Firm Aircraft
	Year
	2014
	Formula II
	 

	No. 160
	Firm Aircraft
	Year
	2014
	Formula II
	 

	No. 161
	Firm Aircraft
	Year
	2014
	Formula II
	 

	No. 162
	Firm Aircraft
	Year
	2014
	Formula I
	*

	No. 163
	Firm Aircraft
	Year
	2014
	Formula II
	 

	No. 164
	Firm Aircraft
	Year
	2014
	Formula II
	 

	No. 165
	Firm Aircraft
	Year
	2015
	Formula II
	 

	No. 166
	Firm Aircraft
	Year
	2015
	Formula II
	 





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




	
						
	Rank No.
	Aircraft
	Contracted Month
	Contracted Year
	Applicable Escalation
	 

	No. 167
	Firm Aircraft
	Year
	2015
	Formula II
	 

	No. 168
	Firm Aircraft
	Year
	2015
	Formula II
	 

	No. 169
	Firm Aircraft
	Year
	2015
	Formula I
	*

	No. 170
	Firm Aircraft
	Year
	2015
	Formula I
	*

	No. 171
	Firm Aircraft
	Year
	2015
	Formula I
	*

	No. 172
	Firm Aircraft
	Year
	2015
	Formula I
	*

	No. 173
	Firm Aircraft
	Year
	2015
	Formula I
	*








2004 Option Aircraft


	
						
	Rank No.
	Aircraft
	Month
	Applicable Escalation
	Year
	 

	No. 174
	Option Aircraft
	[***]  Qtr
	Formula II
	2011
	 

	No. 175
	Option Aircraft
	[***]  Qtr
	Formula II
	2011
	 

	No. 176
	Option Aircraft
	[***]  Qtr
	Formula II
	2011
	 

	No. 177
	Option Aircraft
	[***]  Qtr
	Formula II
	2012
	 

	No. 178
	Option Aircraft
	[***]  Qtr
	Formula II
	2012
	 

	No. 179
	Option Aircraft
	[***]  Qtr
	Formula II
	2012
	 

	No. 180
	Option Aircraft
	[***]  Qtr
	Formula II
	2012
	 

	No. 181
	Option Aircraft
	[***]  Qtr
	Formula II
	2013
	 

	No. 182
	Option Aircraft
	[***]  Qtr
	Formula II
	2013
	 

	No. 183
	Option Aircraft
	[***]  Qtr
	Formula II
	2013
	 

	No. 184
	Option Aircraft
	[***]  Qtr
	Formula II
	2013
	 

	No. 185
	Option Aircraft
	[***]  Qtr
	Formula II
	2013
	 

	No. 186
	Option Aircraft
	[***]  Qtr
	Formula II
	2013
	 

	No. 187
	Option Aircraft
	[***]  Qtr
	Formula II
	2013
	 

	No. 188
	Option Aircraft
	[***]  Qtr
	Formula II
	2014
	 

	No. 189
	Option Aircraft
	[***]  Qtr
	Formula II
	2014
	 

	No. 190
	Option Aircraft
	[***]  Qtr
	Formula II
	2014
	 

	No. 191
	Option Aircraft
	[***]  Qtr
	Formula II
	2014
	 

	No. 192
	Option Aircraft
	[***]  Qtr
	Formula II
	2015
	 

	No. 193
	Option Aircraft
	[***]  Qtr
	Formula II
	2015
	 

	No. 194
	Option Aircraft
	[***]  Qtr
	Formula II
	2015
	 

	No. 195
	Option Aircraft
	[***]  Qtr
	Formula II
	2015
	 






Option Aircraft to be delivered after December 31, 2011 are subject to IAE and Airbus SAS concurrence on extension of the current purchase agreement between the parties.




Leased Aircraft



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




	
			
	Year
	Number
	Delivery Dates

	1999
	1
	1 [***]

	2000
	3
	1 [***] , 1 [***] , 1 [***]

	2001
	4
	1 [***] , 2 [***] , 1 [***]

	2003
	1
	1 [***]

	2004
	1
	1 [***]









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